Conditions of Sale

If you order goods from our catalogue or based on our catalogue, the following order conditions apply in addition to the Standard Conditions of Sale printed below. All previously published price lists, catalogues and conditions of sale become invalid with the publication of this catalogue.

 

1.        D & B delivers goods

·        within Germany, as from a minimum order value of EUR 200.00 (net value of merchandise). For orders below EUR 200.00 we charge a processing fee of EUR 10.00

 ·        within Germany carriage paid from a minimum order value of EUR 250.00 (net value of merchandise)

 ·        Exports are subject to a minimum order value of EUR 500.00 (merchandise value)

 ·        Exports are subject to the condition “free German border / fob Hamburg”

 The minimum order value excludes articles from the “Special Offers” (e.g. discontinued items).

2. All the information in this catalogue is not binding.

3. Note: there may be differences in colour between the photo and article.

4. The dimensions and weights indicated in the accessory section are approximate. They are not binding.

5. The minimum purchase quantity of tea and coffee is 1 kilogram per variety.

6. The tea and coffee prices are per kilogram, unless otherwise indicated. The prices are ex warehouse Hamburg plus statutory VAT where applicable.

7. The prices for accessories and confiserie items apply per item, unless otherwise indicated, ex warehouse Hamburg plus statutory VAT where applicable.

8. Quantity discounts may be granted upon request and by arrangement only.

9. For made-to-order bags of tea, surplus/short deliveries of up to 10 % may occur. The Purchaser must accept such deliveries.

10. For initial orders, deliveries will be made exclusively against pre-payment.

 

Standard Conditions of Sale

Section 1 Applicability/General

1. The following standard conditions of sale apply exclusively. We reject any terms and conditions of the Purchaser that are contrary or deviating from our Conditions of Sale, unless we have expressly consented to their validity in writing. Our Conditions of Sale will apply even if we execute the delivery without reservation to the Purchaser without reservation with knowledge of terms and conditions of the Purchaser to the contrary or deviating from our Conditions of Sale.

2. All agreements, which are made between the Purchaser and us for the purpose of executing this contract, must be set down in writing in this contract. Any changes or amendments of this contract need to be drawn up in writing.

3. Our Conditions of Sale are also applicable to all future transactions with the Purchaser.

4. Assignment of claims against us to third parties is excluded; Section 354 a of the German Commercial Code (HGB) remains unaffected.

 

Section 2 Offers/Conclusion of Contract

1. Our offers are not binding, unless we have explicitly declared something else in writing.

2. The orders of the Purchaser are binding. We may accept them within two weeks of receipt either in writing or by executing the order.

2. We expressly reserve our title to, copyrights and other industrial property rights in all illustrations, calculations, drawings, catalogues and all other documents.

 

Section 3 Prices/Terms of Payment

1. Prices are ex warehouse Hamburg and exclude VAT. VAT must be added at the statutory rate prevailing on the issue date of the invoice where applicable. FOB-prices do not include port charges and customs duties.

2. Invoices are due and payable immediately after delivery. Statutory regulations are valid in case of default in payment.

3. If we gain knowledge of circumstances, which constitute viable doubt about the financial solvency of the Purchaser using equitable discretion, we will subject future deliveries to pre-payment by the Purchaser or to other security measures.

4. The Purchaser has a right of offset or of retention only with regard to admitted or uncontested claims or claims which have been recognised by a final and absolute court finding.

 

Section 4 Retention of title

1. Ownership of the goods delivered (goods subject to retention of title) shall remain with us until the Purchaser has paid the price of this business transaction in full. In case of delayed payment, the Purchaser is obliged to promptly return these goods subject to retention of title upon our request. This request retraction as well as the actual retraction of the goods subject to retention of title implies the cancellation of the contract. After the retraction of the goods subject to retention of title, we are entitled to commercialize them. The commercial revenue less the cost of sale is to be charged to the Purchaser’s liabilities.

2. The Purchaser has the right to continue selling the goods subject to retention of title in a proper business, however, this has as a result that he resigns all receivables in the amount of the invoice, including VAT where applicable, which he receives from selling the goods on to his customers or third parties, to us, regardless of whether this selling of the goods subject to retention of title took place before or after the processing. Should other goods subject to retention of title suppliers have a shared co-ownership with us of the sold goods subject to retention of title, the Purchaser only resigns the percentage of receivables, including VAT where applicable, to us, which is equivalent to the proportion of ownership compared to the other suppliers of the goods subject to retention of title. The assignment for the benefit of the creditor takes place in order to secure all of our current as well as future claims of the business relationship with the Purchaser. The Purchaser continues being entitled to collection of the claim even after the assignment of the claim. Our entitlement to collect the claim ourselves remains untouched by this. However, we commit to not collecting the claim as long as the Purchaser adheres to the liabilities to pay the receivables, nor delays the payment and that especially no application to open insolvency proceedings is made or bankruptcy is declared. Should this be the case, we are entitled to demand that the Purchaser informs us of the assignments of the claims and the respective debtors, supplies us with all the necessary data for collection of the claims as well as the corresponding files and, further, informs the debtors (third parties) of this assignment of the claims.

3. We commit to release the securities upon request by the Purchaser as long as the realizable value of our securities surpasses the insurable claims by more than 15%; the selection of the releasable securities remains in our discretion.

 

Section 5 Delivery Time

1. If not otherwise agreed or detailed in the contractual relationship, the indicated delivery times are always unbinding. The adherence to the declared date of delivery invariably presupposes the punctual and correct Purchaser‘s cooperation in accordance with the contract. If these preconditions are not met, the time of delivery is prolonged by a reasonable period; this does not apply if we are responsible for the insufficiently met preconditions.

2. If the agreed delivery time cannot be adhered to by us or our (sub-)suppliers owing to circumstances beyond our control, such as interruptions of operations, strikes, lockouts, problems in the procurement of materials, disruptions of the transport routes, interferences of the authorities, problems in energy supply etc., the delivery time will be prolonged by the duration of the impediment and an appropriate start-up time. We undertake to inform the Purchaser of any such case without delay. If the impeding circumstances still exist one month after the expiry of the agreed delivery period, the Purchaser may rescind the contract. We are exempt from the delivery commitment should the above listed circumstances make a delivery impossible or unreasonable. Any claims by the Purchaser for the recovery of damages for any exceeding of the delivery time for which we are not responsible are excluded.

3. We are entitled to effect part deliveries and part performances at any time to an extent that can be reasonably expected of the Purchaser.

 

Section 6 Liability for Defects

1. The Purchaser must give written notice of any defects in the quality of the goods, wrong deliveries or shortshipments in writing without undue delay, within 3 days of the delivery at the latest. Hidden defects in quality must be notified in writing without undue delay after discovery. Claims, which are given towards commercial or transport agents or other third parties, are not formally correct notices of defects.

2. If the Purchaser further processes the goods delivered by us after having discovered the defects, all claims of the Purchaser based on these defects are invalid.

3. If the goods delivered are deficient, we are obliged to either remove the deficiency or to replace the good at our choice. The Purchaser is obliged to grant us sufficient time and opportunity to remove the deficiency. If this is denied, we are exempt from the obligation. Should the removal oft he deficiency fail, the statutory provisions govern the Purchaser’s warranty claims, subject to the regulations detailed in Section 7 of these standard conditions of sale.

 

Section 7 Liabilities

1. We are liable for damages of the Purchaser caused by intent or gross negligence, unless, these are based on an infringement of a pre-contractual duty. In the event of slight negligence our liability for damages will be limited to the typical, at the time of the conclusion of the contract foreseeable damages. In particular, we are not liable for any loss in revenue of the Purchaser and foreseeable, indirect, consequential damages. The above listed conditions are also valid in case of fault of our legal representatives or our vicarious agents (“Erfüllungsgehilfen”).

2. The limitations of liabilities detailed in subparagraph 1. are not valid if our liability is mandatory under the German Product Liability Act (Produkthaftungsgesetz), in case of injury to life, the body or health, or in case of liability for damages due to a lack of a guaranteed quality in terms of Section 443 of the German Civil Code (BGB) or if a defect was concealed by fraudulent intent by us.

3. To the extent that our liability is excluded or limited this also applies in favour of our legal representatives or our vicarious agents (“Erfüllungsgehilfen”) in case of a direct utilization by the Purchaser.

 

Section 8 Data protection

We have the right to gather, process and use the data given to us by the Purchaser to conduct the business and also to pass it on to service providers commissioned with the processing of the order; all underlying the Federal Data Protection Act (Bundesdatenschutzgesetz).

 

Section 9 Place of performance, jurisdiction and applicable law

1. The place of performance of our delivery obligation is Hamburg even if we undertake the shipment of the goods at the Purchaser‘s request.

2. The courts of Hamburg have jurisdiction over all disputes arising between the Purchaser and us from the contracts of sale concluded between the Purchaser and us. However, we are entitled to institute legal proceedings against the Purchaser at his place of residence and/or principal place of business as well.

3. Even in the case of cross-border deliveries the law of the Federal Republic of Germany exclusively governs the relationship between the contracting parties. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.