General Terms and Conditions of BALIS GmbH
(a) These Terms of Sale apply exclusively. Deviating or conflicting conditions are not recognized by BALIS GmbH unless they have been expressly agreed to in writing.
(b) These terms of sale also apply to all future transactions between the parties and even if BALIS GmbH delivers the goods in the knowledge of deviating or conflicting conditions.
(c) These general terms and conditions of sale only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310, Paragraph 1 of the German Civil Code.
§2 Offer and Acceptance
If the order represents an offer within the meaning of § 145 BGB, BALIS GmbH is entitled to accept this within a period of two weeks.
§3 Prices and payment
(a) Deliveries are made at the daily prices/list prices or agreed sales prices valid for the respective customer group on the day of delivery. The prices of BALIS GmbH are always ex works, plus the applicable statutory sales tax and excluding the costs for packaging - unless expressly agreed otherwise. Price changes become effective upon notification to the customer. With the entry into force of the latest price list, all other lists and any other price agreements lose their validity. The prices are net prices and do not include sales tax, any customs duties or other taxes.
(b) Unless otherwise agreed, the purchase price is due for payment net immediately after invoicing. After the due date, interest on arrears will be charged at a rate of 8% pa above the respective base interest rate. BALIS GmbH reserves the right to assert further damage caused by delay.
§4 Offsetting and Retention
The buyer is only entitled to set off insofar as his counterclaims are undisputed or have been legally established. The buyer is only entitled to assert rights of retention on the basis of counterclaims from the same contractual relationship.
(a) Delivery requires the timely and proper fulfillment of the buyer's obligations. The exception of the unfulfilled contract remains reserved.
(b) In the event of default of acceptance or other culpable violation of the buyer's obligation to cooperate, BALIS GmbH is entitled to compensation for the resulting damage, including any additional expenses. Further claims remain reserved. In this case, the risk of accidental loss or accidental deterioration of the goods passes to the buyer at the time of default in acceptance or other violation of duties to cooperate.
(c) Labor disputes, partial or total loss of product resources, delays in their delivery, transport obstacles or other events of force majeure entitle BALIS GmbH to postpone delivery for the duration of the obstacle or delay plus a reasonable start-up time. The same applies to seasonal excess demand.
(d) BALIS GmbH reserves the right to supply itself correctly and in good time. In the event of unavailability of the service, we will inform the buyer immediately. The consideration will be refunded immediately. If the customer collects goods or other goods himself, he is obliged to load them safely onto suitable vehicles, even if employees of BALIS GmbH or affiliated companies support him in doing so. The customer indemnifies these companies and their employees from all damages and claims of third parties.
§6 Passing of Risk and Dispatch
If the goods are shipped at the buyer's request, the risk of accidental loss and accidental deterioration of the goods passes to the buyer at the time of shipment.
§7 Retention of title
(a) The goods remain the property of BALIS GmbH until all payments have been received in full. In the event of breaches of contract by the buyer, including default in payment, BALIS GmbH is responsible for taking back the goods.
(b) The buyer shall treat the goods with care, insure them appropriately and, if necessary, maintain them.
(c) If the purchase price has not been paid in full, the buyer must inform BALIS GmbH immediately in writing if the goods are encumbered with third-party rights or subject to other interventions by third parties.
(d) The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, he already assigns all claims from such a resale to BALIS GmbH, regardless of whether this takes place before or after any processing of the goods delivered under retention of title. Irrespective of BALIS GmbH's authority to collect the claim itself, the buyer remains authorized to collect the claim even after the assignment. In this context, BALIS GmbH undertake not to collect the claim as long as and to the extent that the buyer meets his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and payments have not been suspended.
(e) Insofar as the securities mentioned above exceed the claims to be secured by more than 10%, BALIS GmbH is obliged to release the securities of its choice at the request of the buyer.
§8 Quality and Warranty
BALIS GmbH supplies beverages of impeccable quality that are manufactured in accordance with existing legal regulations. Complaints about the quantities or prices stated on the delivery notes and/or invoices - even if delivered on pallets - must be made upon receipt of the goods, but no later than within 10 days. In the event of a late complaint, the customer loses the right to subsequent delivery or credit.
(a) A prerequisite for any warranty rights of the buyer is the proper fulfillment of all inspection and notification obligations according to § 377 HGB. Upon delivery, the buyer must inspect the goods immediately and carefully for defects in terms of the quantity and quality of the delivered and returned containers (full and empty containers) and means of transport (beverage components; other returnable containers), the types and types, including the remaining term guaranteed by us up to the Examine the best-before date of the delivered goods. A complaint in this regard must be reported immediately; otherwise the goods are deemed to have been approved in this respect. Other defects are to be asserted in writing after three working days after delivery - this does not apply to defects that cannot be identified during a proper inspection. The latter are to be reprimanded in writing within three working days of being recognized. The timely dispatch of the notification is sufficient to meet the deadline. Otherwise, complaints are excluded.
(b) Warranty claims can be asserted within 12 months after the transfer of risk.
(c) In the event of defects in the goods, the buyer has the right to supplementary performance in the form of remedying the defect or delivery of a defect-free item. If the supplementary performance fails, the buyer is entitled to reduce the purchase price or to withdraw from the contract.
(d) The buyer must check balance confirmations, empties balances and other statements for correctness and completeness. Complaints about these confirmations, balances or bills must be reported immediately; they are excluded one month after receipt of the bill. Otherwise they are considered approved.
(a) In the event of intent or gross negligence on the part of BALIS GmbH or its representatives or vicarious agents, BALIS GmbH is liable in accordance with the statutory provisions; likewise in the case of culpable violation of essential contractual obligations. Insofar as there is no intentional breach of contract, BALIS GmbH's liability for damages is limited to the foreseeable, typically occurring damage.
(b) Liability for culpable injury to life, limb or health as well as liability under the Product Liability Act remain unaffected.
(c) Unless otherwise expressly stipulated above, the liability of BALIS GmbH is excluded.
§10 Empties and deposit
The empties intended for reuse (e.g. crates, reusable bottles, pallets, etc.) are only given to the customer for the intended use and must be returned to BALIS GmbH or a third party named by BALIS GmbH without delay. It remains the inalienable property of BALIS GmbH or the producing bottler. In any case, additional labels require the express consent of BALIS GmbH. BALIS GmbH is entitled to charge a deposit of the usual amount. Empties and pallets must be returned in the same type and quality and in perfect condition. A corresponding deposit credit will be issued for properly returned empties. Pledged goods that are not returned will be charged at BALIS GmbH's reasonable discretion, but at least with 50% of the replacement price for new empties (“deduction new for old”), taking into account the deposit. The same applies if there is a negative empties balance at the end of the business relationship. Irrespective of this, BALIS GmbH is only obliged to take back crates and pallets with the bottles and crates provided and delivered for this purpose (so-called sorted returnable empties).
§11 Applicable law, place of jurisdiction and data protection
(a) This contract is subject to the law of the Federal Republic of Germany (to the exclusion of the UN Sales Convention).
(b) The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Munich.
(c) BALIS GmbH hereby informs the buyer of this in accordance with Section 4a (1) sentence 2 BDSG and Section 4 (1) TDDSG and the buyer agrees that all of his data from the business relationship may be recorded, stored, processed and made anonymous and/or pseudonymised own marketing towards third parties can be used by BALIS GmbH and they may be passed on to affiliated third party companies as well as third parties used for the fulfillment of the contract, in particular transport companies. The above consent of the buyer also includes the transfer of data to industry-specific credit agencies in the context of payment processing. The consent can be revoked at any time.
Status: May 2016