General terms and conditions for the online shop of Haelssen & Lyon
These general terms and conditions ('GTC') apply to all deliveries by Haelssen & Lyon if the buyer is an entrepreneur, a legal entity under public law or a special fund under public law - and the purchase contract is concluded using use of this internet shop. Haelssen & Lyon is hereinafter referred to as the 'seller'. The seller's customers are hereinafter referred to as 'buyers'.
1. GENERAL PROVISIONS
1.1 By placing an order with the seller, the buyer accepts these GTC.
1.2 We do not recognize general terms and conditions of the buyer that deviate from, conflict with or supplement these GTC, not even through silence or unconditional execution of the contract.
1.3 Legally relevant declarations and notifications by the buyer in relation to the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction in price) must be in writing, i.e. to be submitted in writing or text form (e.g. letter, email, fax).
2. ORDERING PROCESS AND CONCLUSION OF CONTRACT
2.1 Purchase contracts for the seller's products are only concluded when the buyer places an order and the seller accepts it.In particular, the offers in the online shop are not offers in the legal sense, but a non-binding request to the customer to place an order, which still requires our acceptance in order to conclude the contract.
2.2 Orders are accepted by us by electronic or written order confirmation, delivery of the goods - or in the case of prepayment - invoicing. By accepting deliveries, the buyer agrees to our terms and conditions.
2.3 Part of the ordering process and every contract is prepayment via PayPal.
3. SCOPE OF DELIVERY
Our goods are natural products, the weight of which changes due to external environmental influences, e.g. Humidity can change during transport. The weight determined on the warehouse is decisive for the weight specified by us when the contract was concluded. In the event of a deviation of up to 5% upwards or downwards, claims of the buyer according to clause 6 are excluded.
4. DELIVERY PERIOD, DELAY IN PERFORMANCE
4.1 The delivery period is agreed individually or specified by us when accepting the order. The specification of delivery times is always subject to the contractual cooperation of the buyer.
4.2 If, after the conclusion of the contract, it turns out that the buyer does not provide a sufficient guarantee for his solvency and the claim for payment is at risk (e.g. by filing for bankruptcy), we are entitled to refuse delivery until the buyer makes the payment or has provided security for them (§ 321 BGB). If the payment or security deposit is not made within 12 working days following a request, we are entitled to withdraw from the contract.
4.3 The occurrence of our delay in delivery is determined by the statutory provisions. In any case, however, a reminder from the buyer is required. If we are in default of delivery, the buyer can demand lump-sum compensation for the damage caused by the delay in the amount of 0.5% of the net price (delivery value) per complete calendar week of delay, but no more than 5% of the delivery value of the delayed goods. We reserve the right to prove that the buyer did not suffer any damage or that the damage was significantly less than the above flat rate.
4.4 At our request, the buyer is obliged to declare within a reasonable period whether he is withdrawing from the contract due to the delay in delivery or whether he insists on delivery. Clause 8.4 also applies to the withdrawal of the buyer due to delay in performance.
5. DEFAULT OF ACCEPTANCE
5.1 If the buyer is in default of acceptance, if he fails to cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this we charge a flat rate compensation of 0.5% of the net price (delivery value) for each full calendar week of default in acceptance, beginning with the delivery period or, in the absence of a delivery period, with notification of the readiness for dispatch of the goods, but not more than 10% of the delivery value in the event of final non-acceptance .
5.2 Proof of higher damage and our statutory claims remain unaffected; however, the flat rate is to be offset against further claims for compensation. The buyer reserves the right to prove that we suffered no damage at all or only significantly less damage.
5.3 If partial deliveries are reasonable for the buyer, these can be made and invoiced.
6. BUYER'S DEFECT CLAIMS
6.1 The statutory provisions apply to the buyer's rights in the event of material defects and defects in title, unless otherwise specified below.
6.2 We guarantee that our goods comply with the applicable European regulations. Otherwise, the quality agreed between the parties applies.
6.3 With regard to material defects, the purchaser is initially subject to the statutory obligation to inspect and complain immediately. If a defect becomes apparent during the examination or later, we must be notified of this immediately in writing. In any case, obvious defects must be reported in writing within two (2) working days from delivery and defects not recognizable during the inspection within the same period from discovery. If the buyer fails to properly examine and / or report defects, our liability for the defect that has not been reported is excluded.
6.4 We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to withhold part of the purchase price that is reasonable in relation to the defect.
6.5 The buyer must give us the time and opportunity required for the subsequent performance owed, in particular, at our request, to hand over a sample of the rejected goods for testing purposes. In the case of a replacement delivery, the buyer must return the defective goods to us in accordance with the statutory provisions.
6.6 Insofar as the notification of defects relates to the exceeding of the applicable legal requirements for the natural product tea, in particular with regard to pesticide values and microbiological requirements, only the analysis of a representative sample is decisive for the final existence of a defect. The analysis must be carried out by an accredited laboratory, which is a member of the quality assurance working group of the German Tea Association. The analysis is based(a) the requirements / procedures that are laid down in the currently valid version of the 'Code of Practice' drawn up by the German Tea Association e.V. in cooperation with the European Tea Association (E.T.C.) and(b) the guidelines of Tea & Herbal Infusions Europe in the currently valid version.
6.7 We shall bear the expenses required for the purpose of testing and subsequent performance. If the buyer's request for the rectification of defects turns out to be unjustified, we can demand that the buyer reimburse the costs incurred, unless the buyer was unable to detect the lack of defect.
6.8 The purchaser's claims for damages or reimbursement of wasted expenses only exist in accordance with Clause 8 and are otherwise excluded
7. EXCLUSION OF WARRANTY RIGHTS
In the case of material defects which do not or only insignificantly impair the value and suitability of the goods for the usable use, warranty claims by the buyer are excluded.
8. OTHER LIABILITY
8.1 Unless otherwise stated in these terms and conditions including the following provisions, we are liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
8.2 We are liable for damages - for whatever legal reason - in the event of willful intent and gross negligence. We are only liable for simple negligence(a) for damage resulting from injury to life, limb or health,(b) for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance of which the contractual partner regularly relies and may rely); in this case, however, our liability is limited to the replacement of the foreseeable, typically occurring damage.
8.3 The limitations of liability resulting from 8.2 do not apply if we have fraudulently concealed a defect or have given a guarantee for the quality of the goods.
8.4 Due to a breach of duty that does not consist of a defect, the buyer can only withdraw or terminate if we are responsible for the breach of duty. In addition, the legal requirements and legal consequences apply.
8.5 Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives and vicarious agents.
9. LIMITATION OF LIMITATIONS
Claims of the buyer due to material and legal defects become statute-barred one year from the transfer of risk. Excluded from this are claims for damages due to injury to life, body or health and claims for damages due to grossly negligent or willful damage by the seller. The statutory limitation periods apply in this respect. Mandatory regulations regarding statue of limitations remain unaffected.
10. PRODUCT RECALL
10.1 In the event that the seller decides to recall products (e.g. due to quality defects or as a precautionary measure), the seller is entitled to refuse delivery of the goods concerned, even if the seller has already placed the buyer's order for these goods had accepted. If the buyer has already paid the purchase price at this point, it will be refunded.
10.2 The buyer is obliged to cooperate with the seller in the event of a product recall. In particular at the request of the seller, he has to remove the affected, recalled goods from the shelves in his stores, to inform end customers known to him according to the specifications of the seller and to return all products of the recalled type in his possession to the seller.
10.3 The seller will collect the goods from the buyer and repay the buyer the purchase price already paid for these goods. Further claims for damages by the buyer, taking into account the warranty and liability regulations, remain unaffected.
10.4 For the sake of clarity, it is stated that the buyer is obliged to report defects immediately (Section 6.3); the seller will then, if necessary, initiate a product recall. As far as products are sold under the brand of the seller, the seller has the sole right to decide on a product recall. If products are sold under the buyer's brand, the buyer decides, if possible in consultation with the seller, about a product recall.
11. RESERVATION OF TITLE
11.1 The goods remain the property of the seller until all current and future claims from the purchase contract and an ongoing business relationship have been paid in full.
11.2 The goods that are subject to retention of title may not be pledged to third parties or assigned as security before the secured claims have been paid in full. The buyer has to notify us immediately in writing if and to the extent that third parties access the goods belonging to us.
11.3 If the buyer acts in breach of contract, in particular if the purchase price is not paid, we are entitled to withdraw from the contract and reclaim the goods after the unsuccessful expiry of a reasonable deadline set for the buyer; the statutory provisions on the dispensability of setting a deadline remain unaffected.
11.4 The buyer is entitled to process and / or sell the goods subject to retention of title in the ordinary course of business, taking into account the following provisions:
(a) The retention of title extends to the full value of the products resulting from processing, mixing or combining our goods, whereby we are deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their ownership rights remain, we shall acquire co-ownership in proportion to the invoice value of the processed, mixed or combined goods. In addition, the same applies to the resulting product as to the goods delivered under retention of title.
(b) The buyer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in the amount of our possible co-ownership share in accordance with the preceding paragraph. We accept this assignment. The obligations of the buyer named in 11.2 also apply with regard to the assigned claims.
12.1 Our current prices at the time of the conclusion of the contract and confirmed upon conclusion of the contract apply, ex warehouse, plus the statutory sales tax applicable at the time of delivery and, if applicable, separately shown shipping costs.
12.2 Any customs duties, fees, taxes and other public charges are borne by the buyer.
12.3 The disposal or return of empties and any packaging material is not included in the price.
Shipping is carried out by our German parent company, from their Warehouse in Germany through a reliable international transport service provider and will take approximately one week.
Status: January 2021