General Terms and Conditions of Business and Terms of Payment of Binderer St. Ursula Weinkellerei GmbH

Local Court of Bingen HRB 1008 - VAT ID No.: DE 148266401

All current and future sales and deliveries of Binderer St. Ursula Weinkellerei GmbH are exclusively subject to the following terms and conditions, even in cases where they are not specifically referred to in an individual case. The terms and conditions of the purchaser are hereby expressly contradicted to the extent that they are not in line with our terms and conditions as set forth below.

I. Conclusions of Contracts

1.) All agreements with us, in particular agreements on deliveries, must be confirmed in writing by us to become effective. Thus, contents and scope of our delivery commitment are subject to our sales confirmations 

2.) Our delivery commitments are subject to the proviso of a correct and timely delivery by our suppliers.

 

II. Deliveries/Passing of Risk

Unless expressly otherwise agreed in writing in an individual case, deliveries shall always be made from our winery or our warehouse; thus the risk of accidental loss or accidental deterioration of the goods passes to the purchaser or his/her agent upon delivery, even in case we have undertaken to forward the goods to a delivery address specified by the purchaser.

 

III. Prices, Terms of Payment

1.) Unless expressly otherwise agreed in writing in an individual case, our invoices shall be immediately due for payment. In case a term of payment has been agreed, the value must have been credited to our account for our unrestricted disposal on the last day of the term of payment.

2.) Cheques and bills will only be accepted on account of performance and on the basis of a respective express written agreement; all costs incurred in connection with the acceptance of cheques or bills shall be borne by the purchaser. In case the purchaser fails to properly meet the agreed obligations to pay or any other obligations under the business relation with us or in case we get knowledge of any circumstances affecting the purchaser’s credit standing in a lasting manner, we shall be entitled to call immediately due any deferred amounts, in particular bills receivable, unless the purchaser provides appropriate security. In the later cases, we may also make the delivery dependent on payment in advance.

3.) In case the purchaser joins a trade counting house or changes to another trade counting house, all prior agreements with the purchaser on prices and conditions shall become invalid from the date on.

 

IV. Warranty

1.) We warrant that, at the time of the passing of risk, the products delivered are in accordance with the agreements made and meet the applicable legal provisions of the respective country of origin, as least, however, the legal provisions of the Federal Republic of Germany, and are fit for human consumption without any restriction.

2.) In case the purchaser intends to put the goods delivered into circulation in a country other than the Federal Republic of Germany, we do not guarantee that the conditions for putting the goods into circulation on the market intended by the purchaser are met. As far as any adjustments, in particular with the regard to the outfit, are required for that purpose, we are ready to make such adjustments, subject to a written agreement on the costs connected with it.

3.) As soon as the goods are made available at our winery/warehouse, the purchaser must examine them and immediately complain about defects in quality and quantity, if any, that are detectable by proper testing. Any latent defects not detectable by the aforementioned test must be immediately complained about in writing as soon as may are detected; in such a case, type and scope of the defect must be stated in writing and the purchaser must, upon request, make sufficient samples for a verification of the complaint available to us.

4.) In case of a complaint by the authorities or any other measures against the contract goods, we must be notified without delay so as to be able to respond in an appropriate manner.

5.) If goods are defective, the purchaser can choose to claim delivery of replacement, rescission of the contract or reduction of the purchase price; any further claims, in particular claims for damages, are excluded, unless we are liable for an intentional or at least grossly negligent damage to life, body or health.

6.) We warrant to the purchaser that the goods delivered are free from any rights of a third party, in particular that their putting into circulation will not infringe any protective rights of a third party.

 

V. Retention of Title

1.) Title to the goods of delivered by us shall only pass to the purchaser upon payment in full of the purchase price; already before that, however, the purchaser shall be entitled to sell the goods delivered to third parties in his/her due course of business, provided his/her own claims against his/her customers resulting from such resale are simultaneously assigned to us with priority to the amount of our purchase price claim. In consideration of the above, the purchaser, upon conclusion of the contract already, assigns to us with priority his/her possible claims from resale to the amount of our purchase price claim and we accept such assignment. Until payment in full of our purchase price claim, the purchaser must keep any payments made by his/her customer separately from his/her other assets and transfer them to us without delay.

2.) The purchaser must store any goods subject to a reservation of title with care, mark them as such and insure them to the usual extent. In the event such goods are damaged, the purchaser hereby assigns to us his/her claims against the damaging party and the insurer and we hereby accept such assignment. In case any third party should access our goods or damage them, the purchaser must immediately notify us and make available to us, at his/her expense, all information and documents required for asserting the claims existing in such a case.

 

VI. Other Provisions

1.) It is known to the purchaser that the goods delivered by us are sensitive to external influences (especially heat); the purchaser knows that these goods must be transported and stored with due care.

2.) There apply exclusively the laws of the Federal Republic of Germany, including the UN Sales Convention. The place of jurisdiction shall be the Regional Court of Munich I – also for actions in proceedings based on records and proceedings relating to bills and cheques; however, we may also sue the purchaser at the court having jurisdiction at the purchaser’s seat.

3.) There do not exist any oral agreements; any alternations of and/or additions to the agreements made must be made in writing to become effective, including a waiver of this written-form requirement.

4.) If any of the agreements made should be or become invalid, for whatever reason, this shall not affect the validity of the other provisions and of this agreement as a whole; in such case, the parties shall be obliged to agree, instead of the invalid provision, on a valid one that has the same effect.