General Terms and Conditions of Lauffener Weingärtner eG
1.1 For all deliveries of the cooperative to buyers (entrepreneurs and consumers) from the entire business relationship – unless deviating special conditions have been agreed, e.g. in the case of the involvement of a wine commission agent – the following terms and conditions shall apply, as well as the terms of delivery and payment. The invalidity of individual conditions shall not affect the validity of the remaining conditions. The same applies if individual conditions do not become part of the contract.
1.2 The contractual partner shall be notified of amendments to these terms and conditions in text form. They shall be deemed to have been approved if the contractual partner does not raise an objection in text form. The Cooperative shall draw the contracting partner’s attention to this consequence in the notification. The contractual partner must send the objection to the cooperative within 6 weeks of notification of the changes.
2.1 The offer is subject to change. It is aimed at the customer groups defined by the Cooperative. With the publication of a new price list, previous price lists lose their validity.
2.2 If contracts with entrepreneurs are concluded subject to written or telex confirmation, the content of the Cooperative’s letter of confirmation shall be authoritative unless the recipient objects immediately.
3.1 The Cooperative’s terms of delivery and payment shall apply to the delivery.
3.2 The Cooperative shall be entitled to provide the contractual service in partial deliveries if this is reasonable for the buyer. If delivery on call has been agreed, the buyer shall call for delivery within a reasonable period of time.
3.3 Delivery shall be made within 2 weeks of receipt of the order, unless a specific delivery period or delivery date has been agreed.
3.4 If delivery becomes impossible or excessively difficult within the meaning of Section 275 (2) BGB (German Civil Code) due to force majeure, official measures, plant shutdowns, strikes, extreme weather conditions (e.g. heat, hail, frost or risk of frost) or similar circumstances – including at the Cooperative’s suppliers – the Cooperative shall be released from its obligation to deliver for the duration of the hindrance and its after-effects. This shall also entitle the Cooperative to withdraw from the contract if and to the extent that it can no longer be reasonably expected to adhere to the contract. In the event of non-delivery or insufficient delivery to the Cooperative by its upstream suppliers, the Cooperative shall be released from its delivery obligations to entrepreneurs in whole or in part. This shall only apply if it has taken the necessary precautions to procure the auxiliary or operating materials it requires and has carefully selected its suppliers. In this case, it undertakes to assign its claims against the Supplier to the Contractor upon request. In this case, the entrepreneur remains obliged to provide consideration in accordance with § 326 para. 3 BGB. The Cooperative shall inform the entrepreneur of the occurrence of the above-mentioned events and the non-availability without delay and, in the event of withdrawal, reimburse the entrepreneur’s counter-performance without delay.
3.5 Increases in transportation costs and changes in tariffs may be added to the purchase price by the Cooperative if delivery takes place more than four months after conclusion of the contract.
3.6 Shipment – even within the same place of shipment – shall be at the expense of the buyer, unless the goods are transported by vehicles of the Cooperative. In the case of shipment to an entrepreneur, the entrepreneur shall bear the risk; this shall also apply to carriage paid delivery. The cooperative shall choose the mode of shipment unless the buyer has issued special instructions. At the buyer’s request, the cooperative shall take out transport insurance to the extent requested by the buyer at the buyer’s expense.
3.7 In the case of purchase by sample, the samples provided by the Cooperative shall be deemed to be product samples. Delivery shall be made while stocks last.
3.8 All deliveries shall be made to the address specified by the Buyer. If the address is missing, the purchase contract shall be deemed to have been fulfilled by delivery to the buyer’s head office.
3.9 The following shall apply to the delivery of grapes, mash, must or bulk wine: The Buyer undertakes to accept bulk wine no later than six weeks after conclusion of the purchase contract and to notify the acceptance date at least two days in advance. The buyer undertakes to take delivery of grapes, mash or must immediately after conclusion of the purchase contract. Upon conclusion of the purchase contract, storage shall be at the risk of the buyer. The sale of bulk wine, grapes, mash or must takes place “ex cellar”. The buyer shall bear the costs of filling and loading. The quantity stated in the order confirmation for bulk wine does not refer to the container (half-piece, piece, barrel, tank, etc.), but to the number of liters resulting from the purchase.
4.1 In the case of delivery of bottled wine, the goods shall be packaged in a customary manner. Returnable packaging must be emptied by the Buyer and returned immediately in perfect condition – carriage paid by the Contractor. They may not be filled with other goods or used in any other way.
5.1 Complaints due to obviously defective or obviously deviating quality of the goods or due to delivery of goods that are obviously different from those ordered can only be asserted by the entrepreneur immediately, but at the latest within one week of receipt of the goods or after the defect has become apparent. The Cooperative shall be liable for claims for defects against entrepreneurs for one year, except in the cases of § 309 No. 7 letters a and b BGB.
5.2 The entrepreneur must inspect the goods immediately upon receipt with regard to quantity, quality and condition and is obliged to note any obvious defects on the receipt. In addition, § 377 HGB applies in relation to entrepreneurs.
Invoices prepared by the Cooperative must be checked immediately by the entrepreneur for correctness, in particular with regard to the VAT rate shown. Complaints or the reporting of an incorrect VAT rate must be reported to the Cooperative in writing within 14 days of receipt of the statement. If the Cooperative does not receive any notification from the entrepreneur within the 14-day period, the VAT rate shown by the Cooperative shall apply. In the event of a breach of the notification obligation, the entrepreneur shall be liable to pay compensation to the Cooperative in accordance with the statutory provisions.
7.1 The Cooperative’s terms of delivery and payment shall apply to payment.
7.2 In the case of delivery of bulk wine or must, the purchase price shall be paid upon acceptance of the wine or must, but no later than six weeks after conclusion of the purchase contract, without deductions, free of postage and charges, unless special agreements have been made in the case of must purchases (e.g. payments to Martini).
7.3 Payment by bill of exchange shall only be permitted if expressly agreed and even then shall only apply on account of performance. Discount charges and collection charges shall be borne by the buyer; they shall be due immediately.
7.4 In the case of payment by check, not the receipt of the check by the Cooperative, but only its unconditional crediting shall be deemed fulfillment.
7.5 All mutual claims arising from the business relationship shall be entered in a current account to which the provisions of §§ 355 et seq. HGB apply. The balance notifications of the Cooperative shall be deemed to be statements of account. The balance shall be deemed accepted if the buyer does not raise objections within 6 weeks of receipt of the statement of account. The Cooperative shall make special reference to this when sending the statement of account. Statutory claims shall remain unaffected.
7.6 The buyer may only offset counterclaims that are not disputed by the cooperative or have been legally established. The Buyer may not exercise a right of retention that is not based on the same contractual relationship.
7.7 In the case of payment by SEPA Core Direct Debit or Business-to-Business Direct Debit, the Cooperative shall notify the buyer of a one-off SEPA Direct Debit and of each SEPA Direct Debit with varying amounts no later than five working days before the direct debit is collected. In the case of first-time SEPA direct debits with constant amounts, the cooperative shall notify the purchaser of the first direct debit collection and subsequent collections no later than five working days before the first direct debit.
8.1 The purchase price shall become due immediately without reminder if the Buyer finally refuses to pay the purchase price. The same legal consequence occurs if the buyer is in arrears with an amount exceeding one installment in the case of agreed installment payments and if the amount in arrears amounts to at least 10% of the total purchase price. In the event of final refusal to pay the purchase price, the Cooperative may refuse to fulfill the purchase contract even without setting a grace period and demand compensation for all costs and expenses incurred as well as compensation for depreciation.
8.2 If the due purchase price is not paid immediately after a reminder, the consumer shall pay default interest of 5 percentage points and the entrepreneur default interest of 9 percentage points above the applicable base interest rate. The Cooperative may demand advance payments, partial advance payments or delivery against cash payment.
8.3 If the buyer is in default of acceptance, the Cooperative may store the goods at its own or a third party’s premises at the buyer’s expense and risk or dispose of them in a manner it deems appropriate for the buyer’s account, without the need for prior notice.
8.4 The Cooperative may demand immediate payment of all claims or make such payment dependent on the provision of security if there is a significant deterioration in the financial or income situation of the buyer or if the buyer’s assets are significantly jeopardized, otherwise §231 BGB shall apply.
9.1 The delivered goods shall remain the property of the Cooperative until the purchase price has been paid in full. In the case of entrepreneurs, this shall also apply to all claims which the Cooperative has or acquires in the future against the buyer from the business relationship with the buyer. The Cooperative shall be entitled to withdraw from the contract if the buyer acts in breach of contract, in particular if the buyer is in arrears with payment, after setting a deadline to no avail.
9.2 If the goods subject to retention of title are inseparably blended or mixed with other wines owned by the buyer or a third party or packaged with other goods to form a new sales unit, the Cooperative shall acquire co-ownership of the uniform item in a proportion corresponding to the value of its goods subject to retention of title in relation to the value of the goods mixed with these at the time of blending or mixing or packaging.
9.3 The handling and processing of the reserved goods by the buyer shall always be carried out for the cooperative. If the reserved goods are processed with other items not belonging to the Cooperative, the Cooperative shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing.
9.4 The buyer shall insure the goods belonging to the Cooperative at its request to an appropriate extent against the usual risks at its own expense and assign the insurance claims to the Cooperative. The Cooperative shall also be entitled to pay the insurance premiums at the buyer’s expense.
9.5 The buyer shall only be entitled to resell the goods – including goods produced by blending, mixing, processing or treatment – within the scope of his ordinary business operations. He is not authorized to dispose of these goods in any other way, in particular to pledge them or assign them as security.
9.6 The entrepreneur hereby assigns to the Cooperative all claims arising from the resale of the reserved goods. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods. In the event of processing, this shall apply with the proviso that a first-ranking partial amount is assigned which corresponds to the co-ownership share of the cooperative in the goods sold. If the entrepreneur sells goods owned or co-owned by the Cooperative together with other goods not belonging to the Cooperative at a total price, the entrepreneur hereby assigns to the Cooperative a first-ranking partial amount of this total claim corresponding to the share of the reserved goods.
9.7 The entrepreneur is authorized to collect the assigned claims from the resale. The Cooperative may revoke this direct debit authorization at any time if the entrepreneur does not meet his payment obligations, is in default of payment, has filed for insolvency or if payments have been suspended or enforcement measures have been taken by third parties. Upon request, the entrepreneur must name the debtors of the assigned claims to the Cooperative, notify them of the assignment or hand over the notices of assignment to the Cooperative. As long as the entrepreneur meets his payment obligations, the Cooperative shall not disclose the assignment. If the realizable value of the securities existing for the Cooperative exceeds the claims by more than 10% in total, the Cooperative shall be obliged to release securities of its choice at the request of the entrepreneur.
9.8 In the event of payment of the purchase price by check/bill of exchange, the retention of title shall not expire until the bill of exchange has been honored by the buyer.
10.1 Claims for damages by the Buyer, irrespective of their legal basis, in particular for breach of duties arising from the contractual obligation and from tort, are excluded.
10.2 Claims for damages due to negligent breach of essential contractual obligations are limited to the foreseeable damage typical for the contract.
10.2.1 fraudulent intent, willful misconduct and gross negligence
10.2.2 injury to life, limb or health
10.2.3 the assumption of a guarantee, e.g. for the existence of a property
10.2.4 breach of material contractual obligations or
10.2.5 liability under the Product Liability Act.
10.3 10.1 and 10.2 shall not apply where liability is mandatory by law, in particular in cases of
10.4 Insofar as liability is excluded or limited, this shall also apply to the personal liability of the Cooperative’s employees, staff, representatives and vicarious agents.
10.5 A change in the burden of proof to the detriment of the contractual partner is not associated with the above provisions.
11.1 The business premises of the cooperative shall be the place of performance for both parties if the buyer is a merchant or a legal entity under public law or a special fund under public law or if his place of residence is outside the Federal Republic of Germany.11.2 The law applicable at the place of performance shall be decisive for all legal relationships between the buyer, who is an entrepreneur, and the cooperative, even if the legal dispute is conducted abroad.
12.1 If the customer is a merchant or a legal entity under public law or a special fund under public law, the Cooperative may sue at the place of jurisdiction of the place of performance and may only be sued at this place of jurisdiction. If the cooperative entrusts the cooperative trust or collection agency with the assertion of its claims, the latter may also sue at its general place of jurisdiction under the aforementioned conditions. The cooperative or the collection agency may, at their discretion, bring an action before the local court, even if the regional court would have jurisdiction due to the amount in dispute.
If the consumer exercises his right of withdrawal, he must bear the regular costs of returning the goods.
In the event of exercising his right of withdrawal, the consumer must pay compensation if the loss in value is due to handling of the goods which was not necessary to check the nature, properties and functioning of the goods.
The cooperative does not participate in dispute resolution proceedings before a consumer arbitration board and is not obliged to do so.
Lauffener Weingärtner eG, Im Brühl 48, 74348 Lauffen, 26.07.2021