§ 1 Scope of application

We provide our services exclusively in accordance with the following General Terms and Conditions (GTC). Our GTC only apply if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. Our GTC apply exclusively. Deviating, conflicting or supplementary terms and conditions of other entrepreneurs shall only become part of the contract if and insofar as we have agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the buyer without reservation in the knowledge of the buyer’s General Terms and Conditions. Our General Terms and Conditions shall also apply to future transactions.

§ 2 Offers, conclusion of contract and documents

(1) The order of the goods by the buyer is considered a binding offer. We have accepted offers from purchasers if we have confirmed them in writing or if we have carried out deliveries or services. Unless otherwise stated in the order, we shall be entitled to accept an offer submitted to us within two weeks of its receipt by us.

(2) Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with catalogues, technical documentation (e.g. also calculations, costings), other product descriptions or documents – also in electronic form – to which we reserve ownership rights and copyrights.

(3) We are authorised to record, store and process data provided to us by the customer within the scope of our business relationship using data processing systems.

§ 3 Prices and terms of payment

(1) Our prices are quoted ex our registered office in 55411 Bingen am Rhein, Germany and do not include transport or packaging costs, unless otherwise stated in the order confirmation. Our prices are exclusive of the applicable value added tax, unless this is expressly stated.

(2) Our invoices are payable immediately net without deduction. The statutory provisions shall apply to the consequences of default in payment.

(3) We only accept bills of exchange as a means of payment by special agreement. We only accept cheques and bills of exchange on account of performance; these must be sent to us free of charge.

(4) The Buyer shall only be entitled to set-off or retention rights against our payment claims to the extent that his claim is undisputed or has been recognised by declaratory judgement. In the event of defects in the delivery, the Buyer’s counter-rights shall remain unaffected, in particular in accordance with § 7 (4) sentence 2 of these GTC.

§ 4 Delivery times; default of acceptance

(1) The delivery period shall be agreed individually or specified by us upon acceptance of the order. If this is not the case, the delivery period shall be approx. four weeks from conclusion of the contract.

(2) If the customer is in default of acceptance, we shall be entitled to claim damages, in particular for any additional expenses (e.g. storage costs).

§ 5 Transfer of risk

Delivery shall be made from our registered office in 55411 Bingen am Rhein, Germany, which is also the place of fulfilment. At the request and expense of the Buyer, the goods shall be dispatched to another destination (sale to destination). The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon handover. In the case of sale to destination, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, carrier or other person or organisation designated to carry out the shipment. If the customer so wishes, we will additionally insure our goods for possible transport at the customer’s expense.

§ 6 Retention of title

(1) We reserve title to the goods sold until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

(2) The goods subject to retention of title may not be pledged to third parties or assigned as security until the secured claims have been paid in full. The buyer must inform us immediately in writing if and insofar as third parties have access to the goods belonging to us.

(3) In the event of behaviour by the Buyer in breach of contract, in particular non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title and the withdrawal. If the Buyer does not pay the purchase price due, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

(4) The customer shall be entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

(a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

(b) The Buyer hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the Buyer stated in § 6 (2) of these GTC shall also apply in consideration of the assigned claims.

(c) The Buyer shall remain authorised to collect the claim in addition to us. However, we undertake not to collect the claim and not to disclose the assignment as long as the customer fulfils his payment obligations to us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in his ability to pay. If this is the case, however, we are expressly authorised to collect the claim ourselves and to disclose the assignment. The customer shall then be obliged to disclose the name and address of his customer as well as the amount of his claim and all other information required to enforce the claim to us upon first request.

(d) We undertake to release the securities to which we are entitled at the customer’s request if the realisable value of our securities exceeds the value of the claim to be secured by more than 10%. We have the right to select the security to be released.

§ 7 Warranty, limitation of liability and limitation period

(1) The statutory provisions shall apply to the rights of the Buyer in the event of material defects and defects of title, unless otherwise stipulated below. In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse pursuant to §§ 478, 479 BGB) shall remain unaffected.

(2) The Buyer’s warranty claims presuppose that he has fulfilled his inspection and complaint obligations in accordance with § 377 HGB. If the Buyer fails to properly inspect the goods and/or report defects, our liability for the unreported defect shall be excluded.

(3) If the delivered item is defective, we may initially choose whether to provide subsequent fulfilment by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent fulfilment under the statutory conditions remains unaffected.

(4) We are entitled to make the subsequent fulfilment owed dependent on the Buyer paying the purchase price due. However, the Buyer shall be entitled to retain a reasonable portion of the purchase price in proportion to the defect. The buyer must give us the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective goods to us in accordance with the statutory provisions. We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, if a defect actually exists. However, if the Buyer’s request to remedy a defect proves to be unjustified, we may demand reimbursement of the costs incurred from the Buyer.

(5) If the subsequent fulfilment has failed or a reasonable deadline to be set by the buyer for the subsequent fulfilment has expired without success or is dispensable according to the statutory provisions, the customer may reduce the purchase price or withdraw from the contract. In the case of an insignificant defect, however, there is no right of cancellation. There are no further warranty claims.

(6) Claims of the buyer for damages shall only exist in accordance with the following subparagraphs (a) and (b) and are otherwise excluded:

(a) We shall be liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable for damages resulting from injury to life, body or health, for damages resulting from the breach of an essential contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damage. If there are no other indications as to which damages are foreseeable and typically occur, this shall be three times the value of our service (final invoice price for the defective product or service).

(b) The limitations of liability resulting from the above subparagraph (a) shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same shall apply to claims of the Buyer under the Product Liability Act.

(7) Warranty claims against us shall expire within one year.

§ 8 Applicable law, place of jurisdiction

(1) All differences of opinion and legal disputes arising in connection with the business relationship shall be governed exclusively by German law to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes in connection with the present business relationship and place of fulfilment shall be 55411 Bingen am Rhein, Germany. However, we are also entitled to bring an action at the buyer’s general place of jurisdiction.

Bingen am Rhein, June 2016

Reh Kendermann GmbH Winery