General Terms & Conditions
1. Scope
Unless there are other individual written agreements to the contrary, our Terms & Conditions shall exclusively apply for all present and future business relations between us and our business partners - hereinafter referred to as Customer. No other General Terms and Conditions deviating from, conflicting with or supplementing our Terms and Conditions shall apply unless accepted by us in writing. Customer within the meaning of these Terms and Conditions shall mean entrepreneur.
2. Conclusion of Contract, Delivery, Disruptions of Delivery
2.1 Our offers are subject to change and non-binding. Any orders placed orally or in writing shall be binding for the Customer.
2.2 The scope of delivery as well as delivery times are set out in our order confirmation. If in individual cases no order confirmation is sent out, we will deliver according to our delivery schedule.
2.3 We have the right to make partial deliveries. Every partial delivery shall be considered a separate transaction with regard to payment, inspection, default in acceptance or assertion of a warranty claim.
2.4 All instances of force majeure, strike or lockout, energy shortages, official measures beyond our control as well as operational disruptions beyond our control shall release us from performance of our contractual obligations for the duration of such events. We are obliged to inform the Customer without delay should such an event occur.
2.5 The risk of accidental loss or accidental deterioration of the goods shall pass to the Customer upon transfer of the goods, in case of delivery using a forwarding agent, carrier or another person contracted for delivery upon transfer of the goods to these agents. The goods shall also be deemed transferred if the Customer is late in requesting, accepting or collecting the goods or if he is responsible for such delay. Any agent contracted for delivery shall be determined by us.
2.6 Should the goods be collected by the Customer himself or by a third party contracted by him, it shall be incumbent on him to observe statutory provisions and to procure shipping documents in compliance with customs regulations. He shall also be responsible for ensuring that the goods are loaded securely for transport and that the applicable and recognized regulations concerning load securing are observed.
2.7 The Customer shall store and/or transport the delivered goods so that they are protected from frost, from the sun and from light.
3. Complaints, Warranty, Limitations of Liability
3.1 The Customer is obligated to inspect the deliveries without delay and to inform us of any defects in a notice of defect. A notification of defect shall be deemed made in time if sent within one week. The above provision shall also apply for over- and under-deliveries as well as for any wrong deliveries. Should the Customer fail to meet the above obligations, any liability on our part due to these defects shall be excluded.
3.2 Should the claim of a defect be justified, we can deliver defect-free goods. The Customer shall grant us a reasonable period to do so. Should the replacement delivery also be defective, the Customer may at his discretion demand a corresponding reduction in the purchase price or withdraw from the contract.
3.3 Should the Customer or third parties fail to store or transport the goods after delivery in a manner that protects them from frost, from the sun and from light - as planned -, we shall not be liable for any defects resulting from such failure. We accept liability in accordance with statutory provisions in case of wilful intent or gross negligence. Irrespective thereof, we shall also be liable if we culpably violate a material contractual duty. Any liability for compensation of damage instead of performance shall remain unaffected. With the exception of liability for wilful intent, any liability in the aforementioned cases shall be limited to the extent of the damage foreseeable and typical in these cases. This shall not affect any liability under the law for personal injury, no matter what kind. Any claims of the Customer under the Product Liability Act shall also remain unaffected.
3.4 Any claims for damages on the part of the Customer due to a defect shall become time-barred one year after delivery. This shall not apply in case of gross negligence on our part and in case of culpable injury to the Customer's life, limb or health on our part.
4. Prices, Payment, Taxes
4.1 Deliveries will be made at the market price/list price and/or agreed price applicable for the respective customer group on the day of delivery, plus VAT. The applicable deposits on empties plus VAT shall be added. These deposits only serve as security. They shall in no case be considered an assessment basis for any discounts and payments of any kind. Any changes in prices become effective upon notification of the Customer.
4.2 Receivables become payable after receipt of the invoice within 30 days of the invoice date. Provided the account balance is sufficient, a 2 % discount is granted in case of automatic debit transfer or in case of payment within 8 days of the invoice date. We do not accept cheques or bills of exchange for payment purposes.
4.3 The statutory provisions concerning the consequences of payment default shall apply.
4.4 The Customer shall check balance statements and other statements of account for accuracy and completeness and notify us in writing of any objections within two weeks of receiving the balance statement or statement of account. Otherwise these shall be deemed approved, provided we have advised the Customer of his possibilities to object.
4.5 The Customer may only set off his claims if such claims are uncontested or have been conclusively determined by a court of law. The Customer may only have a right of retention insofar as it is based on the same contractual relationship.
5. Retention of Title
5.1 We retain title in the goods until all outstanding receivables arising from the current business relationship have been paid in full. The goods delivered under retention of title may only be resold in the manner customary in the Customer's business.
5.2 The Customer may neither pledge the goods nor assign them to third parties by way of security.
5.3 The Customer herewith assigns to us in advance any and all claims against third parties arising from the sale of the goods in which we have retained title. We hereby accept this assignment. We are entitled to inform the third party to be identified by the Customer of the assignment of the claim and to assert the assigned claim in our own name.
5.4 Should the securities to which we are entitled exceed the realizable value of our claim by more than 10%, we shall be obliged to release the corresponding securities at the request of the Customer. The choice of securities to be released is incumbent on us.
6. Empties, other Packaging
6.1 The packaging units meant for reuse (containers, pallets etc.) are provided to the Customer only for their intended use. They remain our inalienable property or the property of those who provided them. The Customer shall bear all risk of loss or damage during the time these items are ceded to him, which shall include the risk of force majeure.
6.2 The Customer is obligated to return the empties in good condition and sorted according to product type. Empty bottles are only accepted if returned in cases. We are not obliged to accept more empties than shown on the Customer's empties balance. The Customer shall pay compensation for any empties not returned or not returned in good condition, whereas such compensation is set off against the funds paid into the bottle deposit account.
6.3 The statements regarding the balance of empties we send to the Customer shall be deemed accepted unless the Customer objects in writing within two weeks and we have advised the Customer of his possibilities to object.
7. Data Processing
The Customer agrees to the processing of his data for business purposes. The above shall be deemed notification pursuant to Sect. 33 (1) of the Federal Data Protection Act.
8. Place of Performance Place of performance for all our obligations and for all payment obligations and contractual duties of the Customer shall be our registered place of business.
9. Place of Jurisdiction
Place of jurisdiction for qualified merchants shall be Cologne. The same shall apply if a customer is not a qualified merchant and has no general place of jurisdiction in Germany or if his place of residence or usual place of abode is unknown at the time the lawsuit is filed.
10. Applicable Law
These Terms and Conditions and the entire legal relationship between us and the Customer shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
