General Terms

General Terms and Conditions of Privatbrauerei Gaffel Becker & Co. OHG

1. Scope
The following General Terms and Conditions (“GTC”) apply to all current and future business relations between the Privatbrauerei Gaffel Becker & Co. - hereinafter referred to as "Brewery" - and its business partners - hereinafter referred to as "Customer" - exclusively, unless otherwise agreed upon in individually negotiated contractual terms in writing.
Deviating, conflicting or supplementary GTC of the Customer shall not become part of the contract, even if they are known to the Brewery. Customers within the meaning of these GTC are entrepreneurs (Unternehmer) as defined by § 14 BGB (German Civil Code).

2. Delivery
The scope and content of the owed delivery as well as the delivery period result from the agreement with the Customer as summarised in the order confirmation issued by the Brewery. If an order confirmation was not issued in a particular case, the Brewery delivers according to its tour schedule. Partial deliveries are allowed, unless they are unreasonable for the Customer. Each partial delivery shall be considered as an independent delivery with regard to payment, acceptance, default of acceptance and the assertion of a warranty claim. The Brewery determines which person is to be in charge of delivery. If the Customer collects the goods by himself or by means of a third party, he is responsible for the goods being loaded safe for transport, having regard to the current version of applicable and recognised rules on cargo securing.

3. Quality
The Brewery will produce and deliver its goods in impeccable quality, observing the legal egulations. The goods of the Brewery are to be stored and/or transported by the Customer in a frost-proof, cool, sun and light-protected manner.

4. Warranty
The Customer must inspect the deliveries without delay and must, if a defect becomes apparent during the inspection, give any notice of defects to the Brewery without delay. A delay for giving the notice of defects of five working days is deemed to be timely. The foregoing provision shall also apply to deliveries of excess and insufficient amounts as well as any wrong deliveries. If the Customer does not comply with the above obligations, the liability of the Brewery for these defects is excluded. In the case of a defect, the Brewery is entitled to deliver defect free goods within a reasonable period of time. If the goods are not - as provided for above - stored or transported by the Customer or third parties after delivery in a frost-proof, cool, sun-protected or light-protected manner, the Brewery shall not be liable for the resulting defects.

5. Liability
In case of an intentional or grossly negligent damage, the Brewery shall be liable in accordance with the statutory provisions. The same applies in the event of any culpable injury to life, body or health or in the event of liability under the German Product Liability Act (Produkthaftungsgesetz). The Brewery shall also be liable in the event of a culpable breach of a Material Contractual Obligation. A Material Contractual Obligation is only such an obligation on which the Customer regularly relies and on which he may rely for the proper execution of the contract. In this case, liability is limited to typically occurring, foreseeable damage. Claims for damages by the Customer due to a defect become time-barred one year after delivery of the goods. This does not apply if intent or gross negligence can be held against the Brewery as well as in the event of injury to life, body or health resulting from a culpably caused defect. Any further liability is excluded. Insofar as the liability of the Brewery is excluded or limited, this shall also apply for the benefit of limiting the personal liability of the Members of its bodies (Organe), its employees and its vicarious agents (Erfüllungsgehilfen).

6. Payment

6.1 Prices

Delivery takes place at the agreed sales prices plus statutory value-added tax. The applicable mandatory deposit amounts for empties plus statutory value-added tax are added. The deposit amounts serve as security only. Under no circumstances shall they serve as a basis for deductions and remunerations of any kind. Price changes become effective upon notification to the Customer. Insofar as binding contracts have been concluded between the customer and brewery at prices applicable prior to the price change, these are fulfilled at the agreed prices.

6.2 Due Date
Receivables resulting from deliveries are due immediately upon receipt of invoice without deduction.

6.3 Balance Confirmation
The Customer must check balance confirmations and other statements for correctness and completeness and raise objections in writing to the Brewery within four weeks after receipt of the balance confirmation or other statement. Failing which, these are deemed to have been approved provided the Brewery has informed the Customer of this legal consequence with receipt of the balance confirmation or other statement.

6.4 Default
In the event of a default of payment, the Brewery is entitled to claim damages caused by default in the amount of 8 % above the set base interest rate. The Brewery reserves the right to prove and claim higher damages caused by the default. Default of payment entitles the Brewery to make all outstanding invoices due and payable immediately and to make further deliveries conditional on payment of the arrears.

6.5 Offsetting / Retention
The Customer can only offset against the claims of the Brewery with undisputed claims or claims that have been awarded by final and non-appealable judgment. The Customer shall only be entitled to rights of retention insofar as they are based on the same contractual relationship.

6.6 Retention of title
The Brewery retains the title to the delivered goods until complete payment of all claims from the business relationship existing at the time of invoicing and until the settlement of any negative balance arising from a current account relationship of the Customer. The resale of the goods delivered under retention of title may only take place in the manner customary in the business of the Customer. The goods may neither be pledged by the Customer nor assigned by way of a security to a third party. The Customer's claim against third parties arising from the resale of the goods subject to retention of title is hereby assigned to the Brewery by the Customer in advance. The Brewery hereby accepts this assignment. The Brewery hereby revocably authorises the Customer to collect the claims assigned to the Brewery in his own name and for his own account. If this authorization is revoked by the Brewery, the Brewery shall be entitled to inform third parties, which are to be designated by the Customer of the transfer of the claim and to assert the assigned claim in its own name. Insofar as the securities to which the Brewery is entitled exceed the realisable value of its claims by more than 20%, the Brewery is obliged to release corresponding securities at Customer's request. The Brewery is entitled to choose the securities to be released.

7. Empties
The empties (cases, returnable bottles, barrels, beverage containers, pallets, carbon dioxide bottles) which are intended for reuse and bear the Brewery’s name, labelling or tagging are provided to the Customer only for their intended use. They remain the Brewery’s inalienable property. The Customer must return the empties in a proper condition and sorted by product type. Bottle empties are only taken back if they are in crates. The Brewery is not obliged to take back more empties than accounted for on the respective Customer's empties-balance. Damages are due for empties not returned or returned in an improper condition, the paid deposit balance shall be set off. The statements of empties sent to the Customer by the Brewery are deemed to have been accepted if the Customer does not raise written objections within four weeks after receipt of the statements and the Brewery has informed the Customer of this legal consequence with the receipt of the statements of empties.

8. Miscellaneous

8.1 Data Processing

The Customer consents to the processing of his data necessary for the business. The foregoing shall be deemed to be notification in accordance with § 33 (1) Bundesdatenschutzgesetz (Federal Data Protection Act).

8.2 Place of performance
The place of performance for all obligations of the Brewery and for all payment and other contractual obligations of the Customer is the place of business of the Brewery.

8.3 Place of jurisdiction
The place of jurisdiction for entrepreneurs is Cologne. The same applies if a Customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time of filing an action.