VELTINS

I. General/Scope

The below General Terms and Conditions of Business (T&Cs) shall apply exclusively for business transactions carried out between the brewery C. & A. Veltins GmbH & Co. KG, - hereinafter referred to as the “Brewery” - and its business partners - hereinafter referred to as its respective “Business Partners”. Contrary T&Cs are hereby expressly excluded. Only individual agreements made in writing on a case-by-case basis shall remain unaffected by this provision.

The T&Cs of the Brewery shall only apply to entrepreneurs in the sense of Section 310(1) of the German Civil Code.

II. Principles of sale

  1. The purpose of the collaboration between the Brewery and the Business Partner is to secure and extend distribution for products marketed under the VELTINS brand, along with other products and brands distributed by the Brewery, in accordance with the principles set out below:
    The collaboration between the Brewery and its Business Partners shall be based on the shared aim of making joint use of the optimal distribution of products of all types belonging to the VELTINS brand, as well as other products and brands manufactured and/or distributed by the Brewery, to high-performing and market-oriented catering establishments as well as to all areas of the retail sector, and ensuring this in the long term.
  2. The Business Partner shall distribute the Brewery’s products exclusively under the Brewery’s brand and with the brand slogan used by the Brewery, but in its own name and at its own expense. It shall not be authorised to represent the Brewery, nor may it act as a vicarious agent for the Brewery.
    The Business Partner shall not in any way amend the composition, the packaging or the labelling of the products or the trademarks of the Brewery. The decanting or refilling of packaging or the distribution of packaging for that purpose shall not be permitted.

III. Orders

  1. The Brewery’s offers are subject to change. It is recommended that orders are placed in good time. Information concerning deadlines, lead times and quantities will be complied with where possible.
  2. Deliveries and collections can be made conditional upon the payment in advance of the amounts due or upon the return of a corresponding quantity of empty packaging or the payment of the amount of the deposit for the empty packaging or the cost of replacing the empty packaging. Empty packaging in the sense of these Terms and Conditions of business refers to barrels, plastic crates, bottles and pallets. In the event of force majeure, production downtime or industrial action, the obligation of the Brewery to supply the goods shall lapse.
  3. In the event that the Business Partner delays acceptance of the goods or culpably violates other obligations to cooperate, the Brewery shall be entitled to claim compensation for the losses it has incurred as a result, including any additional expenditure. Further claims or rights shall remain unaffected. In the event of default or delay in acceptance, the risk of accidental loss or of accidental degradation shall transfer to the Business Partner from the time at which it enters default of acceptance or payment.

IV. Delivery/Invoicing/Offset

  1. Delivery/collection shall be carried out at the prices valid on the day of delivery/collection plus the deposit and statutory value-added tax at the applicable rate. Price changes shall take effect from their effective date, following notification to the Business Partner.
  2. The invoice shall be sent electronically. The Business Partner expressly agrees to the sending of electronic invoices.
  3. The Brewery’s invoices shall fall due immediately and shall be payable without deduction by means of a SEPA Direct Debit. In the event of default of payment, the failure to honour SEPA Direct Debits or delays in cheque/bill of exchange procedures, the Brewery shall be entitled to apply interest on default in the amount of 9 percentage points (in the case of a claim for payment) or 5 percentage points (for other receivables) above and beyond the basic rate of interest as specified in Section 247 of the German Civil Code. If the Brewery is able to prove that it has sustained more significant losses as a result of the default, it shall be entitled to claim that amount. The Business Partner shall be entitled, however, to submit evidence that the Brewery has not incurred any losses or that it has incurred significantly fewer losses as a consequence of the default in payment. The Brewery shall also be entitled to demand that the Business Partner pay the delayed payment in cash.
  4. The Business Partner may only counter the claims of the Brewery with undisputed or legally-binding claims.

V. Retention of title

  1. The ownership of the goods delivered by or purchased from the Brewery shall not transfer to the Business Partner until such time as complete payment has been received.
  2. The goods delivered or purchased under retention of title may only be resold by the Business Partner within the scope of its normal business operations. Claims arising for the Business Partner as a result of the sale of the goods subject to the retention of title vis-a-vis third parties shall pass to the Brewery at the time that they arise (“extended retention of title”). The Business Partner shall be obliged, upon request by the Brewery, to inform the third party that the claim has been transferred and to provide the Brewery with all of the information required to assert that claim, as well as all documentation. In the event that the claims arising in accordance with the above provision exceed the secured claims by more than 10%, the Business Partner shall have the right to claim the release of the amount in excess of the 10% threshold.

VI. Guarantee

  1. The quality of the products manufactured by the Brewery shall be faultless and the Brewery shall, in particular, comply with all existing legal provisions during manufacturing.
  2. In the case of sales ex-works, the Brewery shall make the goods available for collection. Upon request by the party collecting the goods (owner of the motor vehicle), the goods can, upon instruction from its personnel (vehicle drivers), also be placed in the vehicle. The loading of the goods onto the vehicle in a manner that is safe for transportation and operation in line with the relevant state-of-the-art systems for securing loads shall be ensured by the party collecting the goods alone, which shall supply appropriately-qualified personnel for that purpose. The party collecting the goods shall also provide the materials necessary to secure the loads. The Brewery shall not inspect the load securing measures implemented by the party collecting the goods or its vicarious agents. The Brewery shall not be liable for damage that arises as a result of the inadequate securing of loads. The Business Partner shall fully indemnify the Brewery from any claims and penalties arising as a result of incorrect loading.
  3. In the interests of maintaining the high level of quality of the Brewery’s products, the Business Partner undertakes to handle the Brewery’s products in a careful and professional manner during transportation and storage. This shall apply in particular to the protection of full and empty packaging from dust and the elements during both transportation and storage. The same shall also apply for other products and brands distributed by the Brewery.
  4. The Business Partner shall be expressly informed of its obligation to examine the goods and provide notification of defects in accordance with Section 377 of the German Commercial Code. Notifications of defects must be provided in writing. Claims may only be made for defects if the obligation to examine the goods and provide notification of defects has been carried out correctly.
  5. Irrespective of their legal grounds, claims for damages can only be made against the Brewery in the event of intent or gross misconduct or in the event of injury to life, limb or health. This exclusion of liability shall not apply in cases in which liability is imposed in accordance with the German Product Liability Act, nor shall it apply in the event of the assumption of a quality guarantee or in the case of fraudulent intent, or in the event of a breach of obligations, the fulfilment of which is vital to the proper performance of the contract and upon which the parties to the contract may regularly depend (essential contractual obligations/cardinal obligations). Liability for cases of minor negligence with regard to essential contractual obligations shall be limited to the foreseeable losses that are typical for the contract.

VII. Empty packaging

  1. Empty packaging shall remain the property of the Brewery. The empty packaging must be returned to the Brewery free of charge. Empty packaging that is missing or that has become damaged under the responsibility of the Business Partner shall be replaced by the Business Partner. The Brewery shall provide the Business Partner with an empty packaging account and shall calculate the applicable deposit amounts upon collection/delivery. The empty packaging balance included on invoices or in separate notifications shall be deemed to have been accepted if the Business Partner does not dispute this within 10 days of the day on which it was notified. The amount on the deposit invoice shall fall due at the same time as the invoice for the goods. The Brewery shall remain the owner of the empty packaging, even after the deposit has been paid.  Moreover, the Business Partner shall regularly return the empty packaging to the Brewery at the same time as it comes to collect the filled packaging. In the event that the Brewery collects the empty packaging itself, the return shall be at the expense and risk of the Business Partner.
  2. During busy periods, e.g. prior to public holidays, collections/deliveries can be made dependent on the provision of an amount of empty packaging that is equivalent to the amount of filled packaging. Upon termination of the business relationship, all of the empty packaging must, in all cases, be returned as soon as it has been received back by the Business Partner from its customers.

VIII. Other

  1. Meschede-Grevenstein shall be agreed as the place of fulfilment for delivery and payment, and 59872 Meschede shall be agreed as the place of jurisdiction, provided the Business Partner is a registered trader in the sense of the German Commercial Code.
  2. Notification shall be provided in accordance with the German Federal Data Protection Act in the event that any data is saved in order to facilitate business processes.
  3. In the event that parts of the present Terms and Conditions of Business are found to be invalid or become invalid in the future, the validity of the remaining parts shall not be affected. In such a case, the Brewery shall provide a supplementary provision to that end.
  4. The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
  5. All agreements concerning the contractual relationship shall require the written form in order to be valid. This shall also apply for the revocation of the requirement for the written form.

Business hours:
Monday – Thursday: 07:30 - 17:00
Friday 07:30 - 14:00

Collection times for goods:
Sunday 23:00 until Friday 16:00 (continuous)
(with the exception of statutory public holidays. Prior to statutory public holidays, special arrangements shall apply, notification of which shall be provided separately as and when required)

Brauerei C. & A. Veltins GmbH & Co. KG, An der Streue, 59872 Meschede-Grevenstein, Germany

(As at: October 2016)