1. Scope of Application

These General Terms and Conditions (“GTC”) apply to all present and future business relationships between EXOTIC COLOR, Wholesale & Spices GmbH (“Exotic Color”) and its business customers. Our services and deliveries are provided exclusively to B2B customers (commercial buyers). Deviating terms of the buyer shall only apply if expressly agreed in writing by Exotic Color.

2. Products and Offers

All offers are non-binding and subject to availability. Product specifications, including quality grades, quantities, and packaging, are defined in individual quotations. Exotic Color reserves the right to make minor product changes due to natural variations in raw materials, without affecting agreed specifications.

3. Orders and Conclusion of Contract

A contract is concluded upon written order confirmation by Exotic Color or upon delivery of goods. Minimum order quantities apply as specified in the quotation. Partial deliveries are permitted and may be invoiced separately.

4. Prices and Payment Terms

All prices are net, in Euro (or other agreed currency), excluding VAT, shipping, and customs unless stated otherwise. Payment is due within the period stated in the offer or invoice without deduction. For new customers or at Exotic Color’s discretion, advance payment may be required. In the event of payment default, statutory default interest and collection costs may apply. The maximum liability for any claim is limited to the invoice value of the relevant delivery.

5. Delivery and Transfer of Risk

Delivery terms are based on individually agreed Incoterms (e.g., EXW, FOB, CIF). Delivery dates are indicative unless expressly confirmed. Risk transfers to the buyer upon handover to the transport company or as defined by the agreed Incoterm.

6. Retention of Title

Goods remain the property of Exotic Color until full payment is received. For goods resold or processed before payment, the extended retention of title applies, granting Exotic Color rights to any receivables from the onward sale.

7. Quality & Complaints

The buyer must inspect goods immediately upon receipt and report any defects in writing within 3 working days. Otherwise, the goods are deemed accepted. Minor deviations in appearance, moisture, or aroma of natural products are not grounds for complaint unless outside agreed tolerances.

8. Liability

Exotic Color is liable only for damages caused by gross negligence or intent. Liability for indirect damages, loss of profit, or delays caused by third parties, customs, or force majeure is excluded. The maximum liability per claim is limited to the value of the goods concerned.

9. Use of Products & Compliance

The buyer is solely responsible for compliance with all applicable laws and regulations in the country of destination, including import permits, labeling, processing, and usage. The buyer indemnifies Exotic Color against any claims arising from misuse or unlawful handling of the products.

10. Force Majeure

Exotic Color is not liable for delays or non-performance caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, export bans, strikes, or transport disruptions.

11. Confidentiality

All offers, prices, and product information are confidential and may not be disclosed to third parties without prior written consent.

12. Governing Law and Jurisdiction

These GTC and all contractual relationships are governed by the laws of Austria, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction is Klagenfurt am Wörthersee, unless otherwise agreed.

13. Language & Precedence

These GTC are provided in German and English. In case of conflict, the German-language version shall prevail.

14. Limitation Period

All claims for defects or damages by the buyer shall expire 12 months after delivery, unless mandatory law provides otherwise.

15. Severability

Should any provision of these GTC be invalid, the remaining provisions shall remain in full force. The invalid provision shall be replaced by a valid one closest to the intended commercial purpose.