General Terms and Conditions of Naturally Pam GmbH for Business-to-Business Transactions (B2B)
1. General
1.1 These General Terms and Conditions (hereinafter referred to as "GTC") in their version valid at the time of conclusion of the contract are directed exclusively to companies and apply to all offers, orders, deliveries and services of Naturally Pam GmbH, Kajen 12, 20459 Hamburg, (hereinafter referred to as "Naturally Pam").
1.2 By placing an order, the contractual partner acknowledges the validity of Naturally Pam's current General Terms and Conditions. This also applies to any subsequent transactions, unless the contractual partner is a consumer. Any differing general terms and conditions of the contractual partner are hereby rejected, even in the case of order confirmations and unconditional deliveries or services.
2. Offers, prices, order acceptance
2.1 All prices are quoted in euros including VAT, excluding packaging and shipping costs.
2.2 If payment in a foreign currency is agreed upon in a specific case, the contractual partner shall compensate Naturally Pam accordingly for exchange rate changes from the date of order placement.
2.3 If additional or increased charges arise between the conclusion of the contract and delivery due to changes in legal regulations, Naturally Pam is also entitled to increase the agreed purchase price accordingly.
2.4 Subsequent changes to orders by the contracting party must be confirmed by Naturally Pam in written form in order to become part of the contract.
2.5 Naturally Pam is entitled to process orders of the
The contractual partner may only partially accept the order by making deviations or reservations. If partial acceptance of the order is not acceptable to the contractual partner, the contractual partner is obligated to notify Naturally Pam in writing within 3
The customer must be informed of any deviation or reservation within one working day of notification. In this case, the contract is considered not to have been concluded. Otherwise, the order is considered accepted by the contracting party.
3. Payment terms and default
3.1 Invoices
Naturally Pam's invoices are due immediately without deduction. This also applies to partial invoices.
3.2 Unless expressly agreed otherwise in individual cases, the contractual partner is obliged to make advance payment.
3.3 In the event of late payment, all liabilities of the contractual partner to Naturally Pam become due immediately. Furthermore, Naturally Pam is entitled to withhold further deliveries or to make them only against prepayment. Further claims remain reserved. In the event of cancellation due to late payment, the contractual partner is also obligated to return the goods to Naturally Pam at their own expense and risk and to reimburse all costs and damages incurred.
4. Shipping and delivery times
4.1 Naturally Pam's goods are sold ex-warehouse. Unless expressly agreed otherwise, the goods travel uninsured and at the risk of the contracting party.
4.2 If Naturally Pam organizes the transport, the contractual partner nevertheless bears the risk of shipment. The risk for the goods passes to the contractual partner upon handover to the carrier. Naturally Pam is entitled to make reasonable partial deliveries, provided this is acceptable to the contractual partner.
4.3 Delivery times are expressly subject to the timely and proper delivery to Naturally Pam by its own suppliers and the timely delivery by the carrier commissioned at the expense and risk of the contractual partner.
5. Duty to investigate and report complaints
5.1 The contractual partner must inspect the goods immediately upon receipt and report any apparent defects to Naturally Pam without delay. Otherwise, any subsequent claims against Naturally Pam are excluded.
5.2 In the event of transport damage, the contractual partner is obliged to assert this immediately upon receipt of the goods against the carrier and to note it in writing in the delivery note or similar document.
6. Retention of title
6.1 The goods remain the property of Naturally Pam until all claims arising from the business relationship with the contractual partner have been paid in full.
6.2 The contractual partner is entitled to resell the goods delivered by Naturally Pam in the ordinary course of business. This entitlement expires in the event of default of payment by the contractual partner or if insolvency proceedings have been initiated against the assets of the contractual partner.
6.3 The contractual partner hereby assigns to Naturally Pam, as security, all claims arising from the resale of the goods subject to retention of title, and Naturally Pam accepts this assignment. The contractual partner is authorized to collect the outstanding receivables from the resale of the goods. This authorization to collect ceases if the contractual partner is no longer conducting business in the ordinary course as defined in clause 6.2. Furthermore, Naturally Pam may revoke the contractual partner's authorization to collect if the contractual partner defaults on its obligations to Naturally Pam, particularly with regard to payments. If the authorization to collect ceases or is revoked by Naturally Pam, the contractual partner must immediately inform Naturally Pam of the debtors of the assigned receivables and provide all information necessary for collection.
To release information and documents.
6.4 In the event of breach of contract, in particular default of payment, the contractual partner is obliged to surrender the goods subject to retention of title still in his possession upon first request by Naturally Pam and to assign to Naturally Pam any claims against third parties for surrender of the goods subject to retention of title.
7. Warranty, Liability for Defects
7.1 In the event of defective goods, the contractual partner is entitled to a warranty right in accordance with the following provisions.
7.2 Unless otherwise stated, the limitation period for liability for defects is 1 year for new goods and 6 months for used goods, in each case from the date of delivery. This reduction of the limitation period does not apply to injury to life, body, or health, nor to grossly negligent or intentional breaches of duty by Naturally Pam. The limitation period in
The possibility of a supplier's recourse claim under Sections 478 and 479 of the German Civil Code (BGB) remains unaffected.
7.3 Naturally Pam is entitled to replace the goods during the warranty period. Only if the replacement delivery is not made within a reasonable time due to the fault of Naturally Pam, or ultimately fails, does the contractual partner have the right, within the framework of the statutory requirements, to...
Naturally Pam may rescind the contract, demand a price reduction, or claim damages or reimbursement of expenses. A replacement delivery is deemed unsuccessful after a second failed attempt, unless the nature of the goods or the defect, or other circumstances, indicate otherwise. If claims for damages or reimbursement of expenses are asserted, Naturally Pam's liability is limited as described in the following clause.
8. Limitation of Liability
8.1 Naturally Pam, its representatives, employees and agents (hereinafter collectively referred to as "Naturally Pam") shall be liable, regardless of the legal basis, only for intent and gross negligence, unless it involves the culpable breach of essential contractual obligations or
The breach of a warranty of quality. A material contractual obligation is
such a fulfillment the
proper execution of the contract is only made possible in the first place, and the contractual partner regularly relies and may rely on its compliance.
8.2 Naturally Pam is not liable for improper storage or use of the products by the contractual partner.
8.3 Except in the case of culpable breach of essential contractual obligations and except in the case of gross negligence or willful breach of contract, Naturally Pam shall not be liable for lost profits, lost savings, indirect damages and/or consequential damages.
8.4 Except in cases of gross negligence or willful breach of contract, Naturally Pam's liability is limited to the amount of damage that could reasonably be foreseen at the time of conclusion of the contract.
8.5 Liability for culpable injury to life, body or health, as well as mandatory statutory liability, remains unaffected by the aforementioned limitations of liability.
9. Confidentiality agreement
9.1 The contracting party undertakes to maintain the strictest confidentiality regarding all confidential matters of Naturally Pam and its customers and contracting partners towards third parties.
9.2 Confidential matters are those that are marked as "confidential" or that, based on other circumstances, can clearly be classified as trade secrets. This includes, in particular, information on distribution channels, manufacturing processes,
Pricing and customer structure of Naturally Pam. The evaluation and use of information from the aforementioned area outside the contractual relationship between the parties is not permitted. Confidentiality obligation.
This also extends to the details of the contractual relationship.
9.3 The foregoing confidentiality obligation does not apply to information that is publicly available without the contracting party committing a breach of this agreement, or which it is legally obligated to disclose by law or by order of an administrative authority.
is obligated.
10. Final Provisions
10.1 The contractual partner is hereby informed that Naturally Pam will process the personal data obtained within the scope of the business relationship in accordance with the provisions of the
Data is processed and stored in accordance with the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Please refer to Naturally Pam's separate privacy policy.
10.2 Without the express written consent of Naturally Pam, the contractual partner is not entitled to assign claims arising from the contractual relationship to third parties.
10.3 The contractual partner may only assert a right of retention insofar as it is based on claims arising from the same contractual relationship.
10.4 The contractual partner may only offset claims by Naturally Pam if the contractual partner's counterclaim is undisputed or has been legally established. Claims arising from warranty or the assumption of a guarantee are exempt from this prohibition of offsetting.
10.5 The place of performance and exclusive jurisdiction for all disputes arising from or in connection with these Terms and Conditions or the underlying contract is the registered office of Naturally Pam.
10.6 These Terms and Conditions and the underlying contract between Naturally Pam and the contractual partner are subject to German law.
Law with the exception of the UN Convention on Contracts for the International Sale of Goods and the rules on private international law.
10.7 Should any provision of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes as close as possible to the intended purpose of the invalid provision.
Naturally Pam, Hamburg 2026

