General Terms and Conditions for Companies (as of December 2016; Version 1)
Table of Contents:
Section 1 Scope and contracting party
Section 2 Conclusion of contract
Section 3 Prices, shipping costs and payment terms
Section 4 Delivery and passage of risk
Section 5 Liability for defects
Section 6 Liability
Section 7 Safeguard for the retention of title
Section 8 Deposit on cans
Section 9 Usage rights to images
Section 10 Data protection
Section 11 Jurisdiction, applicable law and place of performance
Scope and contracting party
(1) The following General Terms and Conditions (GTC) apply to all contracts on the purchase and delivery of goods concluded on the website www.magu.me/shop/ between you as the customer and us as the operator of the Magu online shop. We object at this point to the inclusion of any terms and conditions of a customer that contradict our terms and conditions.
(2) Individual agreements (including collateral agreements, additions and changes) made between the contracting parties always have priority over these terms and conditions.
(3) The operator of the online shop and your contractual partner is:
Liquid Fruit GmbH
Phone: + 49 461 80 72 91 30
Fax: + 49 461 80 72 91 39
Legally represented by the Managing Director Gunnar Möllgaard Friedrichsen
Register court of the GmbH: County Court Flensburg
Register number of the GmbH: HRB 10213
Registered in the commercial register of the Local Court of Flensburg under the number HRB 10213
VAT ID DE 29 144 28 77
(4) You can access, save and print out the currently valid GTC on the website http://www.magu.me/agb/unternehmer.
(5) Our range of goods on offer in the online shop is aimed exclusively at companies within the meaning of Section 14 BGB.
(6) The range of goods on offer in our online shop is exclusively aimed at customers who have reached the age of 18 years.
Conclusion of contract
(1) The presentation of goods in the online shop is not a binding proposal for the conclusion of a purchase contract. Rather, it is a non-binding invitation to order goods from the online shop.
(2) Our offers are subject to change without notice and non-binding, unless we have expressly designated such as binding.
(3) By clicking the button “Order goods with the obligation to pay now” you are making a binding purchase offer (Section 145 BGB).
(4) Upon receipt of the purchase offer, you will receive an automatically generated e-mail confirming that we have received your order (confirmation of receipt). This confirmation of receipt is not yet an acceptance of your purchase offer. The confirmation of receipt does not conclude a contract yet.
(5) A purchase contract on the goods is only concluded when we expressly declare acceptance of the purchase offer.
Prices, shipping costs and payment terms
(1) Our deliveries are made on the basis of the current list prices unless otherwise stated in the declaration of acceptance.
(2) The statutory sales tax (or value added tax) is not included in our prices; it will be separately stated in the invoice at the statutory rate on the date of invoicing; prices do not include shipping costs; the invoice amount is due immediately upon receipt of the invoice.
(3) The customer shall be entitled to rights of set-off only if its counterclaims have been legally established, are undisputed or have been acknowledged by us. Furthermore, customer shall be entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
(4) The acceptance of bills of exchange or checks requires a separate agreement; any acceptance is always on account of performance. Customer shall bear any bill charges and discount charges.
(5) Customer shall check any verification statement and any other settlement of account for accuracy and completeness and raise objections within 2 weeks from the receipt of such verification statement or statement of account in writing to Liquid Fruit GmbH. Otherwise, these shall be deemed approved if the verification statement or statement of account of Liquid Fruit GmbH has informed the customer of the time limit and the significance of such time limit.
(6) Customer shall bear any additional costs, which are based on a special transport request by the customer.
(7) Customer shall bear any additional costs incurred by agreeing on a transaction for delivery by a fixed date.
Delivery and passage of risk
(1) Delivery dates or deadlines are only non-binding information unless they have been expressly agreed as binding.
(2) Unless otherwise agreed, we shall deliver goods from our warehouse in Flensburg at your request and to the address specified by you.
(3) Delivery can be made at the earliest after three to five working days if a customer orders goods by 12:00 noon on a working day.
(4) Liquid Fruit GmbH is generally entitled to partial deliveries and partial services, provided such is reasonable for the customer.
(5) Liquid Fruit GmbH is entitled to demand compensation for any resulting damage and any additional expenses if customer is in default of acceptance. The same applies if customer culpably violates obligations to cooperate.
(6) The risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest when leaving the warehouse, if goods are shipped to the customer at the customer’s request. This applies regardless of whether the goods are shipped from the place of performance or who bears the transport costs.
Liability for defects
(1) Deficiency claims on the part of the customer presuppose that customer has duly fulfilled its obligations to inspect and the requirement to give notice of defects as defined in Section 377 German Commercial Code (HGB).
(2) In the case of a defect in a purchased item, Liquid Fruit GmbH may, at its discretion, provide subsequent performance by way of remedying the defect or by delivering a new and faultless item. If defects are removed, Liquid Fruit GmbH shall bear any expenses necessary to remedy a defect, in particular costs for transport, travel, labor and material, unless such increase because the purchased item has been moved to a place other than the place of performance.
(3) Customer is entitled, at its discretion, to demand rescission or reduction if the supplementary performance fails.
(4) The limitation period for deficiency claims is 12 months, calculated from the passage of risk.
(1) Apart from the liability for material defects and deficiencies in title, Liquid Fruit GmbH shall be liable without limitation to the extent the cause of a damage is based on intent or gross negligence. Liquid Fruit GmbH is also liable for the slightly negligent breach of substantial obligations (obligations, if violated, jeopardize the achievement of the purpose of the contract) as well as for the breach of material obligations (obligations, whose fulfillment enables the proper execution of the contract in the first place and on whose observance the customer generally trusts in), but only for foreseeable and contract-typical damages. Liquid Fruit GmbH is not liable for slightly negligent breaches of duties other than those listed above.
(2) The limitations of liability listed in the preceding paragraph shall not apply in case of loss of life, personal injuries and damages to the health of a person, for defects after warranting the quality of a product and for fraudulently concealed defects. The liability under the Product Liability Act remains unaffected.
(3) If the liability of Liquid Fruit GmbH is excluded or limited, such exclusion or limitation shall also apply to the personal liability of its employees, representatives and vicarious agents.
Safeguard for the retention of title
(1) Goods delivered (goods subject to a retention of title) remain the property of Liquid Fruit GmbH until all claims have been fulfilled, including any outstanding balance from current accounts, to which Liquid Fruit GmbH is entitled against the buyer now or in the future. Liquid Fruit GmbH is entitled to recover purchased items if customer violates the contract, particularly if customer defaults on payments. The action of recovering purchased items by Liquid Fruit GmbH is a withdrawal from the contract. Liquid Fruit GmbH is authorized to exploit recovered purchased items, and the realized proceeds – less reasonable exploitation costs – shall be offset against the customer’s liabilities.
(2) Customer is obliged to handle purchased items with care; in particular, customer is obliged to insure such to the replacement value at its own expense against damage caused by fire, water and theft.
(3) Customer is entitled to resell purchased items in the ordinary course of business; however, customer herewith assigns any claims it has from the resale against its customers or third parties to Liquid Fruit GmbH in the amount of the final invoice amount (including VAT). Customer remains authorized to collect such claims even after this assignment. The right of Liquid Fruit GmbH to collect such claims itself remains unaffected. However, Liquid Fruit GmbH undertakes not to collect such claims, provided customer meets its payment obligations using the proceeds received, does not default on payments and, in particular, does not file a petition for bankruptcy or suspends its payments. However, if such is the case, Liquid Fruit GmbH may demand that customer discloses the assigned claims and its debtors, provides all information necessary for collection, hands over any associated documents and notifies the debtors (third parties) of the assignment.
Deposit on cans
(1) The cans are and shall remain the property of Liquid Fruit GmbH until payment of the deposit irrespective of the retention of title applicable to the content of the bottles.
(2) We charge a deposit of EUR 0.25 plus VAT per can.
Usage rights to images
All usage rights to images belong to Liquid Fruit GmbH. Use without express written consent is not permitted.
(1) Customer is aware of and agrees to the storage of personal data required for the processing of an order. Customer expressly agrees to the collection, processing and use of its personal data. Naturally, stored personal data will be treated confidentially. The collection, processing and use of personal customer data follows the German Federal Data Protection Act (BDSG) and the Telemedia Act (TMG).
(2) Customer is entitled to revoke its consent at any time, which revocation shall be effective in the future. In this case, Liquid Fruit GmbH is obliged to immediately delete the personal data of the customer. Personal data are deleted after the completion of any current order process if such are ongoing.
Jurisdiction, applicable law and place of performance
(1) The place of jurisdiction is our place of business; however, we are also entitled to sue the customer at its forum domicili.
(2) German law shall exclusively apply to contracts between us and you, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG, “UN Sales Convention”).
(3) Our place of business is the place of performance unless otherwise stated in the order confirmation.