Conditions of Sale

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

1. D & B delivers goods

   • within Germany, as from a minimum order value of EUR 250.00 (net value of merchandise), carriage paid. Orders below this minimum order value will only be executed in exceptional cases requiring our explicit agreement. In that case, we charge the freight charges plus a processing fee of EUR 15.00.
   • for export shipments at a minimum order value of EUR 500.00 (value of merchandise) with delivery terms “ex works (exw) Hamburg”, unless otherwise agreed. The minimum order value excludes articles from the “Special Offers” (e. g. discontinued items).

   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.
11. Errors, changes and prior sale reserved.
    

Standard Conditions of Sale

Section 1 Applicability/General

1. The following standard conditions of sale (SCS) apply exclusively. We reject any terms and conditions of the Purchaser that are deviating, contrary or amending, unless we have expressly consented to their validity in writing. Our SCS will apply even if we execute the delivery without reservation to the Purchaser with knowledge of terms and conditions of the Purchaser to the contrary or deviating from our SCS.
   
2. Agreements, which are made between the Purchaser and us for the purpose of executing the contract, must be set down in writing in this contract. With the exception of general managers and authorised officers, our employees are ineligible to agree informally, orally to deviations hereof.
   
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.
5. Legally relevant declarations and notifications that have to be given by the Purchaser to the Supplier, e. g. notices of defects, setting of a deadline, rescission notices etc. require the written form in order to be effective.

Section 2 Offers/Conclusion of Contract

1. Our offers are subject to alteration and not binding, unless we have explicitly declared something else in writing.
   
2. The order for the goods placed by the Purchaser shall be deemed a binding offer to enter into a contract and may be accepted by the Supplier within two weeks after receipt either in writing or by delivering the goods. 
3. 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. The statutory rules concerning the consequences of default of payment apply.
   
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. he 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. The reciprocal rights of the Purchaser regarding defects of the goods delivered remain intact, particularly pursuant to Section 6 of these SCS.
   

Section 4 Retention of title

1. Ownership of the goods delivered (hereinafter “goods subject to retention of title”) shall remain with us until the complete fulfilment of all demands of this business transaction by the Purchaser.
2. The Purchaser is not permitted to pledge the goods subject to retention of title nor to assign them as security prior to complete payment of the guaranteed claims. The Purchaser must immediately notify us in writing if he has filed an application to open insolvency proceedings or if a third party will access the goods in our property (e.g. seizures). Regardless of this, the Purchaser is obliged to inform this third party in advance of our rights on the goods.
3. The retention of title extends to all products that are created by processing, blending or combining our goods to their full value, with us being the manufacturer. Should a third party still have ownership of part of the processed, blended or combined goods, we gain co-ownership in the proportion of the invoice values of the goods that were processed, blended or combined. The goods created are classified as reserved goods.
4. Until further notice (see paragraph 6), the Purchaser has the right to continue selling the goods subject to retention of title in a proper business. At this point, the Purchaser transfers all claims against third parties resulting therefrom to us as a security, either in full or to the amount of our possible share of co-ownership according to paragraph 3. The liabilities listed in paragraph 2 are valid accordingly. Beside ourselves, the Purchaser remains entitled to collect the claim. We commit to not collecting the claim as long as the Purchaser meets his payment obligations to us, does not lack in performance nor file an application to open insolvency proceedings.
5. 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 20 %; the selection of the releasable securities remains in our discretion.
6. In case of default of payment of the Purchaser, he is obliged to immediately hand over the goods upon request after we have given him a reasonable deadline for payment. The demand for redemption and the redemption of the reserved goods signify a withdrawal from the contract. In this case, we may demand from the Purchaser to inform us of
   all necessary details for the collection and to hand over all relevant documents and to inform the debtors (third party) of this assignment. After the redemption of the reserved goods, they are at our disposal. The proceeds thereof – deducting utilisation costs – are to be charged towards the liabilities of the Purchaser.
   

Section 5 Delivery Time

1. The delivery times indicated by us are always only approximations, except if a definite time of delivery was confirmed or agreed upon. If a shipment was agreed upon, the deliverytimes refer to the time of handing over the goods to the forwarder, freight carrier or other third parties commissioned with the delivery. 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. This is the case if part deliveries can be used by the Purchaser and the delivery of the remaining ordered goods is secured and this does not incur any substantial additional workload or costs for the Purchaser.
4. The event of delay in delivery is determined by legal rules. In any case, a prior notice is required of the Purchaser. Should we fall behind with a delivery or should a delivery become impossible – no matter the reason – our liability for compensation is limited according to Section 7 of this SCS.
   

Section 6 Liability for Defects

1. Claims for defects of the Purchaser presuppose that he has properly exercised his duty of inspection and objection (§§377, 381 HGB). The Purchaser must give written notice of any defects in the quality of the goods, wrong deliveries or short shipments in writing without undue delay, within 3 working 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. The warranty shall lapse if the Purchaser further processes the goods delivered by us without our consent after having discovered the defects, making the correction of defects impossible.
3. If the goods delivered are deficient, we are first of all obliged and entitled 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 of the deficiency fail, the statutory provisions govern the Purchaser’s warranty claims, subject to Section 7 of these SCS.
   

Section 7 Liabilities

1. We are liable for damages – irrelevant of the legal base – only within the scope of fault based liabilities caused by intent or gross negligence. In the event of slight negligence, our liability for damages will be limited to the damages occurred if the breach of duties was not insignificant – subject to a milder legal standard of liability. In this case, our liability is limited to the typical, foreseeable damage at time of conclusion of contract. In particular, we are not liable for any loss in revenue of the Purchaser and foreseeable,
   indirect, consequential damages.
   
2. The above listed limitations of liabilities are not valid for claims of the Purchaser under the German Product Liability Act (Produkthaftungsgesetz), in case of injury to life, the body or health, as well as if a defect was concealed by fraudulent intent by us or in case of a granted guaranteed (Section 443 of the German Civil Code (BGB)). 
   
3. To the extent that our liability is excluded or limited this also applies in favour of our legal representatives, employees 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 of the contractual relationship for the purpose of data processing according to Section 28 of the Federal Data Protection Act (BDSG) and to pass it on to third parties (e. g. service providers commissioned with the processing of the order) should this become necessary to fulfil the contract.

Section 9 Place of performance, jurisdiction and applicable law

1. Unless otherwise stated in the contract, the place of performance and place of payment is our place of business even if we undertake the shipment of the goods at the Purchaser‘s request. 
2. If the Purchaser is a tradesman or does not have a place of general jurisdiction in Germany, courts of Hamburg have jurisdiction over all disputes arising between the Purchaser and us from the contracts of sale concluded. However, we are entitled also to institute legal proceedings against the Purchaser at his place of business.
   
3. Even in the case of cross-border deliveries, the relationship between the contracting parties is exclusively governed by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.