I. Conditions of sale
1. placing an order
(1) Orders are only deemed to have been accepted as binding if they have either been confirmed in writing by BSC or the invoice has been issued or the ordered goods have been delivered. Only companies that operate a “stationary trade” can become customers.

(2) With the fulfillment of the order placement, these terms and conditions are bindingly accepted. Any conflicting terms and conditions shall not be legally valid.

(3) Special agreements are only legally effective if they are confirmed in writing by BSC. This approval requirement applies in any case, for example even if we carry out the delivery to the customer without reservation in full knowledge of the customer’s GTC. Formulations such as “send as usual”, “as received” or the like refer only to the type and quantity of the goods.

2. notification of defects and withdrawal
(1) Obvious defects must be notified in writing immediately, but at the latest within 8 days of receipt of the goods, hidden defects immediately after their discovery, in accordance with § 377 HGB. BSC must be given the opportunity to inspect the goods immediately. No new defects can be claimed after one year has passed since the transfer of risk. The customer is obliged to handle rejected goods with care and to safeguard any claims for compensation against forwarders and transport companies.

(2) If deliveries are made by carrier, complaints due to damage and shortages can only be recognized if the complaint is confirmed in writing by the carrier on the consignment note and the confirmed consignment note is sent to us immediately. If the goods are handed over by collection by the customer, complaints due to damage and shortages are only possible on handover, unless the customer can prove the complaint beyond doubt even after handover.

(3) Cancellation of concluded contracts requires written confirmation from BSC. It cannot be made tacitly.

(4) If a contract is terminated by mutual agreement at the customer’s request, the customer must reimburse BSC for all expenses incurred up to the time of termination, even if this is not agreed separately in the termination agreement.

(5) In the case of goods ordered by BSC specifically for the customer, the contract cannot be canceled if a written order has been placed.

3. delivery
(1) BSC always endeavors to comply with the agreed delivery times and delivery quantities. All delivery times and dates stated by BSC are non-binding unless they have been expressly agreed as fixed in writing by BSC. Insofar as BSC has promised binding delivery dates, the customer is entitled to withdraw from the contract by written declaration, which must be received by BSC within one week of expiry of the deadline, if the delivery date is exceeded by more than 4 weeks (except in the cases of para. 2).

(2) BSC shall only be in default of delivery if it is responsible for the delay in delivery. In the event of obstacles to delivery, such as cases of force majeure, illness, strike and lockout, which are based on an event for which BSC is not responsible and which lead to serious operational disruptions at BSC, there shall be no delay in delivery. The delivery period shall be extended accordingly. The same applies if the customer is (partly) responsible for the delay. If such obstacles to delivery make it impossible for BSC to fulfill the contract, BSC shall be released from its contractual obligations. In this case too, the customer shall not be entitled to claim compensation.

(3) From 120 bottles of wine sorted free domicile or free station mainland. Up to 36 bottles 15 euros and up to 120 bottles 10 euros freight costs. From 12 bottles you will receive the specialties of the “TILAs list” and the “BSC exclusive brands*” sorted in parcel delivery free domicile or free station mainland. The delivery time is usually 3-5 working days. From 36 bottles, the specialties of the “TILAs list” and the “BSC exclusive brands*” are shipped by a forwarding agent on a pallet with a standard delivery time of 1-2 working days (free domicile or free station mainland). 240 bottles sorted with a minimum value of € 1200,- free domicile or free station mainland. For orders up to 36/1 bottles we charge a freight share of € 15 or € 10 for orders over 36/1 bottles. For articles under € 25,- net we charge a surcharge of € 0,30/bottle (net). For articles with a filling quantity of less than 0.5 liters, it is not possible to open the packaging unit. The surcharge does not apply when purchasing at current list prices. The stated quantities refer to 0.7 and 1.0 liter bottles. (*excluding 1883 brand products)

(4) The delivery time is usually 2 working days. The indication of delivery times is non-binding Claims for damages due to late delivery or non-delivery are excluded. We reserve the right to change quantities and delivery options. We do not make deliveries on commission.

4. retention of title
(1) All delivered goods remain the property of BSC as long as BSC is entitled to any claims against the customer from the entire business relationship. Goods co-owned by BSC are deemed to be reserved goods within the meaning of these terms and conditions. The customer is entitled to sell or process the goods in the ordinary course of business until revoked and as long as he meets his payment obligations. Acquisition of ownership of the reserved goods by the customer in accordance with § 948 or 950 BGB by mixing or processing is excluded. The customer is obliged to treat the reserved goods with care and to insure them against fire, water and burglary. All claims of this customer against the insurer with regard to the reserved goods are hereby assigned to BSC. The assignment is hereby accepted.

(2) Transfer by way of security or pledging of the goods subject to retention of title is not permitted. The customer must inform BSC immediately of any access by third parties to these goods or to the claims against third parties assigned to BSC in advance.

(3) If BSC’s ownership of the delivered goods is lost through resale or for legal reasons, the customer hereby assigns to BSC all claims against third parties arising from the sale, including all ancillary rights. No special agreement is required for this in individual cases. The assignment is hereby accepted. The assignment also relates to the customer’s claims for compensation, in particular those arising from insurance contracts. The rights arising from §§ 47 f. InsO remain reserved.

(4) At the request of BSC, the customer is obliged to disclose the assignment to the third party, to hand over the necessary documents and to provide the necessary information.

(5) After cessation of payment by the customer or application for the opening of insolvency proceedings or in the case of out-of-court contract negotiations, the customer is no longer entitled to dispose of the goods subject to retention of title. If payment is not made in accordance with the contract, BSC can withdraw from the contract without prejudice to other rights and demand the return of the property.

(6) BSC undertakes to release the securities to which it is entitled in accordance with the above provisions – at its discretion – to the extent that their value exceeds the claims to be secured. Unless otherwise agreed, the purchase price shall be decisive for the realizable value of the collateral. If the secured goods are products with a best-before date or goods that are difficult to sell, a security deduction of 20% shall be made from the purchase price due to possible reduced proceeds.

(7) Offsetting by the customer with counterclaims is only permitted with undisputed or legally established claims.

5. empties
Empties intended for reuse (e.g. crates, returnable bottles, pallets, etc.) are only provided to the customer for the intended use and must be returned to BSC or a third party designated by BSC without delay. It remains the inalienable property of BSC. Additional labeling shall in any case require the express consent of BSC. BSC 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 note will be issued for properly returned empties, provided a deposit has been charged. Non-returned empties will be charged at the discretion of BSC, but at least 50% of the replacement price for new empties (deduction new for old), with the deposit being offset. The same applies if there is a negative balance of empties at the end of the business relationship. Irrespective of this, BSC is only obliged to take back crates and pallets with the bottles and crates intended and delivered for this purpose (sorted returnable empties).

6. warranty, liability
(1) In the event of a defect, the customer is only entitled to demand rectification or replacement delivery from BSC. If BSC has not properly rectified the defect within a reasonable period or has not provided a defect-free replacement delivery within a reasonable period, the customer can withdraw from the contract or reduce the price.

(2) Unless regulated separately below, further claims by the client against BSC are excluded, regardless of the legal grounds. This applies in particular to claims for damages arising from breach of duty, default, impossibility of performance and tort. BSC is not liable for damages that have not occurred to the delivered goods themselves; in particular, BSC is not liable for loss of profit, unnecessary expenses or other financial losses of the customer.

(3) The above limitations of liability shall only apply to the extent permitted by law, i.e. not in the event of intent, gross negligence on the part of legal representatives or executives or culpable breach of material contractual obligations. In the event of culpable breach of material contractual obligations (contractual obligations whose breach jeopardizes the achievement of the purpose of the contract), BSC shall only be liable for damage typical of the contract and reasonably foreseeable at the time the contract was concluded, except in cases of intent or gross negligence on the part of legal representatives or senior executives. BSC shall not be liable to companies for slightly negligent breaches of insignificant
contractual obligations.

(4) Furthermore, the limitation of liability shall not apply in cases where liability exists under the Product Liability Act for defects in the delivered goods for personal injury or property damage to privately used objects.

(5) Any properties of the goods warranted by us relate only to their conformity with the contract. Under no circumstances do they constitute independent guarantees. If our legal representatives, employees or vicarious agents have slightly negligently assured inapplicable properties, we shall not be liable for any resulting damage.

(6) Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the object of the delivery has subsequently been moved to a location other than the customer’s delivery address, unless the transfer corresponds to its intended use. The customer’s statutory rights of recourse presuppose that the customer has not made any agreements with his customer that go beyond the statutory claims for defects. The other provisions contained in clause 7 shall apply accordingly to the scope of any recourse claims of the customer.

(7) Insofar as liability is excluded or limited, this also applies to the personal liability of BSC’s employees, staff, legal representatives and vicarious agents.

(8) Champagne must be stored horizontally, otherwise the cork will shrink and carbon dioxide will escape. Our bottled wines must also be stored horizontally. We cannot accept any liability for incorrectly stored bottles. Champagne and wine bottles claimed to be corked will only be reimbursed by us if 2/3 of the original contents and the cork itself are returned.

(9) Insofar as the exclusion of individual claims specified in clause 6 is wholly or partially invalid now or in the future due to mandatory statutory provisions, this shall not affect the exclusion of the remaining claims.

7. default of acceptance
(1) If the customer is in default with the acceptance of even a partial delivery, we shall be entitled, after the expiry of a grace period of a maximum of two weeks to be set by us, to withdraw from the entire contract or parts thereof and to claim damages instead of performance with regard to the entire contract or the unfulfilled parts thereof. If we do not make use of these rights, we may send or store purchased items whose acceptance is due to the customer at the customer’s expense and risk.

(2) If we claim damages for non-performance, the damages to be compensated shall amount to a flat rate of 20% of the gross purchase price, unless we can prove higher damages or the customer can prove lower damages.

II Terms of payment
1.Price calculation
Deliveries are invoiced in euros at the prices valid on the day of dispatch.

2. terms of payment
(1) The invoice amount is due immediately without any deduction. Payments shall be made exclusively by bank debit/SEPA company direct debit or, if the customer is a member of GES e.G., by central settlement. Discounts are included in our prices. In any case, payment shall only be deemed to have been made after final crediting to our account.

(2) The claim to remuneration shall lapse after five years, beginning at the end of the calendar year in which it arises.

(3) In the event of late payment, interest on arrears shall be charged in accordance with the statutory provisions.

(4) In the event of a returned check / returned direct debit, we will charge a processing fee of € 13.00 as well as any costs charged to us by third parties.

III Final provisions
1. place of performance, place of jurisdiction, applicable law
The place of performance for deliveries and payments is Bremen. The place of jurisdiction is Bremen. The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods and other Uniform Sales Laws shall not apply.

2. written form
Deviations from these agreements must be made in writing. This shall also apply to any rescission or amendment of this written form requirement.

3. severability clause
Should individual (partial) provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision. The same applies to any loopholes in the contract.

4. data protection
The data disclosed to us in the course of your orders will be stored and processed in our IT system and treated in accordance with the Federal Data Protection Act.

5. validity
With the publication of this price list, all previous price lists and their general terms and conditions lose their validity. All prices are net plus statutory VAT and are subject to change.

Bremer Spirituosen Contor GmbH, November 2022