Terms and Conditions

General Terms and Conditions

§ 1 Conclusion of contract/scope of application

Our General Terms and Conditions (hereinafter referred to as GTC) apply to all current and future business relationships between KATLENBURGER Kellerei GmbH & Co. KG (hereinafter also referred to as KATLENBURGER) and our customers who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Deviating, conflicting or supplementary GTC of the customer shall not become part of the contract unless we expressly agree to the validity of these GTC in writing.

The current version of our GTC is available for our customers to print out on our website “www.katlenburger.de/en”.

§ 2 Conclusion of contract

Offers from KATLENBURGER are subject to change. We reserve the right to make technical changes as well as changes in shape, color and/or weight, provided that they do not represent a significant deviation from the contractual or usual quality. A contract is concluded subject to correct and timely delivery by KATLENBURGER’s suppliers. The customer will be informed immediately if a service is unavailable; KATLENBURGER will reimburse any consideration already received without delay. The same shall apply in the event of significant, unforeseeable operational disruptions and/or interruptions for which KATLENBURGER is not responsible.

§ 3 Delivery

Delivery shall be ex works.

Delivery dates are only binding if they have been expressly agreed with the customer. KATLENBURGER shall be entitled to postpone affected delivery and performance obligations to a reasonable extent in the event of strikes, lockouts, other operational disruptions of any kind or subsequent difficulties in the procurement of raw materials and supplies, in the dispatch or transportation of the goods, unless KATLENBURGER, its executive bodies or those vicarious agents to whom special management tasks have been assigned are responsible for the delay intentionally or through gross negligence. The same applies if KATLENBURGER is not supplied correctly or on time and in the event of other impeding circumstances for which KATLENBURGER is not responsible. In cases where a delay in performance is foreseeable, KATLENBURGER shall notify the customer immediately, stating the reasons and the expected time of performance, that the service cannot be provided on time.

Even if a fixed delivery time or a fixed delivery date has been agreed, it is necessary for KATLENBURGER to be granted a reasonable period of grace in writing for the delay to occur. If this period expires without result, the customer may withdraw from the contract for the service or partial service that has not been reported ready for dispatch at the end of the grace period.

If an advance payment or other advance performance and cooperation obligation on the part of the customer has been agreed for the performance of the service and if the performance of the service is dependent on the timely advance payment or performance by the customer and if the performance of the service is delayed for reasons for which the customer is responsible, KATLENBURGER may charge the customer for the costs incurred as a result.

Partial deliveries are permissible insofar as this is reasonable for the customer.

The risk of accidental loss and accidental deterioration of the goods shall pass to the customer when the customer is notified that the goods are ready for collection. In the case of sale by delivery to a place other than the place of performance, the risk shall pass when the goods are handed over to the person designated to carry out the shipment.

The dimensions, weights and quantities stated in the shipping documents shall be decisive for invoicing. Complaints about delivery dimensions, delivery weight and delivery quantity must be made in writing at the latest immediately upon delivery after receipt of the goods at the destination.

§ 4 Prices/payment terms/offsetting/creditworthiness

Agreed prices are always net plus the respective statutory value added tax and excluding the costs of packaging, shipping, insurance and any customs duties.

The customer is not entitled to withhold or offset payments on account of any counterclaims, including claims arising from defects, unless such counterclaims are undisputed, have been legally established or are ready for a court decision.

Unless otherwise agreed, KATLENBURGER’s claims for deliveries and services rendered are due for payment within 14 calendar days of the invoice date without any deductions. A discount arrangement must be agreed in writing.

If the payment deadline is not met, KATLENBURGER is entitled to demand interest from the due date in accordance with § 353 HGB. Furthermore, in the event of default, KATLENBURGER is entitled to charge default interest at a rate of 9 percentage points above the respective prime rate of the European Central Bank. The customer shall also owe a flat-rate compensation amount of €40.00 in the event of default on a payment claim. This also applies if the partner is in arrears with a partial invoice or other installment payment. The lump sum of € 40.00 shall be offset against any damages owed, insofar as the damage is justified by the costs of legal action. The right to assert further damages caused by default remains reserved. In addition, KATLENBURGER may suspend the fulfillment of its obligations until payment is received in the event of default of payment following written notification to the customer.

If circumstances arise which are likely to reduce the customer’s creditworthiness (e.g. dishonor of a cheque), KATLENBURGER may declare all its claims arising from the business relationship due and payable without regard to agreed payment terms and demand immediate payment. Deliveries can be made dependent on concurrent payment.

§ 5 Retention of title

The goods shall remain our property until all mutual and future claims arising from the business relationship with the customer have been fulfilled. This shall also apply if the individual claim is included in the current account and the balance is recognized.

The customer is obliged to store the reserved goods carefully and to insure them against loss and damage at his own expense. He hereby assigns his claims arising from the insurance contracts to KATLENBURGER in advance. KATLENBURGER accepts this assignment. The customer is obliged to store and label the goods belonging to us separately.

The customer shall process or transform the reserved goods on our behalf without any obligations arising for us. If the customer combines, mixes, blends or processes the reserved goods with other goods or transforms them with other goods, we shall be entitled to co-ownership of the resulting new goods in the ratio of the invoice value of the reserved goods to the other goods. In this respect, the new goods shall be deemed to be reserved goods within the meaning of these terms and conditions.

The reserved goods may only be sold in the ordinary course of business. Other dispositions, such as pledging and transfer by way of security of the reserved goods, are not permitted. The customer hereby assigns to KATLENBURGER in advance the full amount of all claims to which the customer is entitled in respect of the reserved goods from resale or other legal grounds. In the case of co-ownership, the assignment only covers the share of the claim corresponding to our co-ownership. KATLENBURGER hereby accepts the assignment. Resale is only permitted if this assignment is secured.

The customer is revocably authorized to collect the assigned claims in the ordinary course of business. At the request of KATLENBURGER, the customer must notify its debtors of the assignment. KATLENBURGER is entitled to make this notification of assignment at any time if the customer falls into arrears with its payment obligations.

The customer’s authorization to dispose of the reserved goods and to collect the assigned claims shall lapse in the event of non-compliance with the terms of payment, unauthorized dispositions, bill and cheque protests and if insolvency proceedings have been applied for against the customer or if KATLENBURGER becomes aware of a significant deterioration in the customer’s financial situation.

In these cases of No. 6, KATLENBURGER is entitled to take immediate possession of the reserved goods without withdrawing from the contract, to enter the customer’s premises for this purpose, to demand appropriate information about the reserved goods and any claims arising from their resale and to inspect the customer’s books insofar as this serves to secure KATLENBURGER’s rights. Acceptance only constitutes withdrawal from the contract if KATLENBURGER expressly declares this.

If the value of the securities provided to KATLENBURGER exceeds the claims of KATLENBURGER by more than 10% in total, KATLENBURGER is obliged to release the surplus securities at its own discretion and choice.

§ 6 Defects

A guarantee of quality or durability shall only be deemed to have been assumed by KATLENBURGER if KATLENBURGER expressly declares its assumption in writing. If a contractual item does not exhibit any agreed quality, the customer has the statutory rights due to a defect. A special guarantee, from which further rights arise, is not assumed. Nor does an agreement on the quality of a product justify a stricter liability than provided for by law. Public statements, promotions or advertising statements by KATLENBURGER do not constitute a contractual statement of quality.

The customer is obliged to give written notice of any defects immediately, at the latest 7 calendar days after receipt of the goods at the place of destination. Defects that cannot be discovered within this period, even with careful inspection, must be reported in writing immediately after discovery, at the latest within 7 calendar days of discovery. The goods shall be deemed to have been approved if the notification period is not complied with. If KATLENBURGER is not given the opportunity to inspect the reported defect or if the customer makes unsuitable or improper changes to the goods complained about, the customer shall lose his claims for defects.

In the event of proven defects, KATLENBURGER shall, at its own discretion, remedy the defects free of charge or supply a replacement free of charge against return of the rejected goods. If KATLENBURGER does not fulfill these obligations or does not fulfill them in accordance with the contract within a reasonable period, the customer must set a reasonable deadline in writing within which KATLENBURGER must fulfill its obligations. If this period expires without result, the customer may demand a reduction in the price or withdraw from the contract. With the exception of claims for price reductions, no claims for defects shall exist for defects which only insignificantly reduce the value or suitability of the goods.

Claims for defects shall become time-barred twelve months after delivery of the goods at the respective destination. This does not apply if the law prescribes longer periods.

§ 7 Limitations of liability

KATLENBURGER shall be liable without limitation in accordance with the above and following limitations of liability for damage to life, limb and health caused by an intentional or negligent breach of duty by KATLENBURGER, its legal representatives or vicarious agents, as well as for damage covered by liability under the Product Liability Act, and for damage caused by intentional or grossly negligent breaches of duty, fraudulent intent or the assumption of a guarantee.

KATLENBURGER shall also be liable for damages caused by simple negligence, insofar as this negligence concerns the breach of such contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the contractual partner regularly relies and may rely (so-called cardinal obligations, such as the defect-free performance or delivery of the item). However, KATLENBURGER is only liable insofar as the damages are typically associated with the contract and foreseeable and limited to a maximum amount of € 1.0 million per claim or a maximum of € 1.5 million per year.

The limitations of liability contained in the above sentences shall also apply insofar as the liability for the legal representatives, executive employees and other vicarious agents of KATLENBURGER is concerned. Any further liability is excluded regardless of the legal nature of the claim asserted. Insofar as the liability of KATLENBURGER is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff, representatives and other vicarious agents.

Claims for damages shall lapse after one calendar year from delivery of the goods or provision of the service, irrespective of the customer’s knowledge of the cause and/or perpetrator of the damage. The short limitation period shall not apply in the event of gross negligence or intent on the part of KATLENBURGER or in the event of injury or death of persons for which KATLENBURGER is responsible or in other cases in which longer periods are prescribed by law.

Unless expressly agreed otherwise, KATLENBURGER shall not be obliged to pay a contractual penalty or lump-sum compensation or reimbursement of expenses in the event of damage.

§ 8 Third party rights/copyrights

If deliveries are made in accordance with plans, drawings, models, analytical specifications or other information provided by the customer and if the rights of third parties, in particular industrial property rights, are infringed as a result, the customer is obliged to indemnify KATLENBURGER against these claims on first demand and undertakes to provide KATLENBURGER with liquid security in the form of a directly enforceable, unlimited bank guarantee if necessary.

KATLENBURGER reserves all property rights and copyrights to samples and proposals. These items and/or information may only be used in connection with the goods supplied by KATLENBURGER and may not be made accessible to third parties without the express written consent of KATLENBURGER.

§ 9 Place of performance/jurisdiction/applicable law

The place of performance is Katlenburg-Lindau unless another place of performance is mandatory by law. The place of jurisdiction for all disputes arising from or in connection with this contract and its interpretation and these GTC is Katlenburg-Lindau, unless an exclusive place of jurisdiction is mandatory by law. This shall also apply to actions in the bill of exchange and check process. However, KATLENBURGER is entitled to take legal action at the customer’s place of business.

All legal relationships between KATLENBURGER and the customer shall be governed exclusively by the law of the Federal Republic of Germany in its current version, with the exception of the conflict of laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods.