General terms and conditions

General terms and conditions of delivery and payment

Section 1 General, scope of application The terms and conditions below shall apply to all business relationships with a business associate (hereinafter referred to as the “Customer”): They shall apply solely where the Customer constitutes a merchant (within the meaning of Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law. Deviating, contradictory or supplementary terms and conditions of the Customer shall become integral to a contractual agreement solely with our express consent. The requirement of consent shall apply in all cases, e.g. even if we carry out delivery to the Customer without reservation in cognizance of the Customer’s general terms and conditions or if we remain tacit in response to the Customer’s general terms and conditions. Section 2 Contractual agreement Our offers are subject to change and are non-binding. The ordering of goods by the Customer shall be deemed a binding contractual offer. Acceptance may be declared by us either in writing, in text form or by delivery of the goods. Section 3 Delivery, transfer of risk The delivery period shall be agreed on a case for case basis or as stated by us on acceptance of the order. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible, we shall inform the customer forthwith of this and of the revised delivery deadline extended by a reasonable period of time. If the goods remain unavailable within the new delivery period, we shall be entitled to withdraw from the contractual agreement in whole or in part: we shall immediately reimburse any counter-performance already rendered by the Customer. The Customer’s rights pursuant to Section 4 and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility, unreasonableness and/or subsequent performance), shall remain unaffected. If goods are delivered by our own staff, the risk of accidental loss and accidental deterioration of the goods shall pass to the Customer on delivery. If goods are sold on an ex works basis, the transport risk shall pass to the Customer after all the goods have been placed on the floor of the Customer’s, respectively the collecting party‘s vehicle. We are not shippers within the meaning of Section 412 of the German Commercial Code (HGB). The party collecting the goods shall carry out the loading and transport of the goods in accordance with the current state of cargo securing technology. The collecting party shall provide the necessary means of transportation and shall also ensure that the vehicles used are technically suitable for the transport. We shall not be liable for damage caused by technically unsuitable vehicles and/or inadequate load security. Section 4 Quality guarantees, claims for defects and liability We guarantee that the goods will be delivered in perfect quality. If the goods are not stored in frost-proof, cool, sunlight and light-protected places after delivery, we shall not be liable for any resultant defects. The goods must be inspected immediately on receipt for defects of any kind (in particular, for variations in quantity from that stated on the delivery note), in which case the Customer shall notify us immediately. We must be notified of any hidden defects as soon as they are discovered, failing which our liability for such defects shall be excluded. In the event of justified and timely notification of defects, we may deliver a defect-free item within a reasonable period of time. In the event of malicious intent or gross negligence, we shall be liable for damages, irrespective of the legal grounds. In the case of simple negligence, we shall be liable solely for damages resulting from injury to life, limb or health and for damages resulting from a breach of a material contractual obligation (an obligation whose fulfilment is essential for proper performance of the contractual agreement and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damage. The above limitations of liability shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to claims lodged by the Customer under the Product Liability Act. Section 5 Prices, payment terms, SEPA direct debit procedure Unless otherwise agreed in individual cases, our current prices at the time of conclusion of a contractual agreement shall apply free domicile within Germany plus statutory sales tax. Separate prices apply for collection from stock and deliveries abroad. Unless otherwise agreed, the agreed prices apply to immediate payment after delivery by SEPA (Single Euro Payments Area) direct debit. If payment is made by other means, we reserve the right to charge the Customer an additional charge of 2.00 euros/hl. The period for pre-notification to be made by the creditor when collecting receivables by SEPA direct debit shall be reduced to at least one day. Pre-notification shall be sent with our invoice and contains all the relevant information (due date, customer reference, creditor identification number). If the due date falls on a weekend or a public holiday, the due date shall be postponed to the first following working day. A Customer shall only be entitled to set-off or to retention rights to the extent that the claim has been legally established or is undisputed. Section 6 Retention of title We reserve title to the goods sold (‘reserved goods‘) until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims). If we withdraw from the contract in the event of breach of contract by the Customer – in particular default of payment – we shall be entitled to demand return of the reserved goods. The Customer shall be entitled to sell the goods subject to retention of title in the ordinary course of business until such time as payment of the purchase price has taken place. Pledges and collateral assignments shall not be admissible. In the event of resale of the goods subject to retention of title, the Customer hereby assigns to us by way of collateral the resultant claim against the purchaser. The same shall apply to other claims that take the place relating to goods subject to retention of title or that otherwise arise with regard to the goods subject to retention of title, such as insurance claims or claims arising from unauthorized handling in the event of loss or destruction. We revocably authorize the Customer to collect the claims assigned to the seller for its own account. We shall only revoke the direct debit authorization in the event of liquidation. If third parties seize the goods subject to retention of title, in particular through garnishment, the Customer shall immediately inform such parties of our ownership and advise us accordingly. If the realizable value of the securities exceeds our claims by more than 10%, the Customer may request that we release securities of our choice. Section 7 Empties and deposit Reusable empties (bottle and case empties, drum containers) and pallets shall be loaned to the Customer. The Customer shall return empties and pallets of the same type, quality and quantity to us immediately after their intended use. The deposit specified in the price list will be charged for returnable empties. It may not be sold or used for any other purpose. We charge the applicable deposit for empties, which is due together with the purchase price plus statutory sales tax. The Customer shall return the empties in proper condition. The Customer shall pay compensation for damages for empties that are not returned or not returned properly. The deposit paid will be deducted in this case. We are not obliged to take back more than the empties supplied by us. There is no obligation to accept third party deposit items (in particular of a different shape, size or color or with embossing). The above regulations shall also apply to pallets. Section 8 Applicable law and place of jurisdiction The present and all other legal relationships between us and the Customer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG). If the Customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive, also international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Oettingen. However, we shall also be entitled to bring an action at the Customer’s general place of jurisdiction. Note: The Customer shall acknowledge that we store data from the contractual relationship in accordance with Section 28 of the Federal Data Protection Act for the purpose of data processing and that we reserve the right to transmit the data to third parties (e.g. insurance companies) insofar as this is necessary for fulfilment of the contractual agreement.