General Terms and Conditions for Buyers of Hops (Buyer Terms and Conditions)
1. General concept, contractor, scope, form
1.1 proHops GmbH, Leonrodstraße 3, 83278 Traunstein, represented by the managing director Andreas Wagner - hereinafter referred to as "proHops" or "we" - operates an internet trading platform that can be used by entrepreneurs (hereinafter referred to as "buyers") to buy hops. proHops provides the website www.prohops.de for this purpose.
1.2 The following general terms and conditions ("Buyer's Terms") are intended to regulate the content of the contract with regard to the purchase of all products on the Internet platform "www.prohops.de" and have direct effect in the relationship between the buyer and proHops.
1.3 The respective buyer accepts these terms and conditions of the buyer in their respective valid version. They apply to all business relations with the buyer, in particular for contracts for the purchase of hops (hereinafter "goods") on our platform, regardless of whether we manufacture the goods ourselves or purchase from suppliers (§§ 433, 651 BGB).
1.4 These buyer terms apply exclusively. Deviating, conflicting or supplementary terms and conditions of the buyer shall only become part of the contract if and insofar as we have expressly agreed to their validity in writing. This approval requirement applies in any case, for example, even if we carry out delivery to the buyer unconditionally in knowledge of the terms and conditions of the buyer.
1.5 In individual cases, individual agreements with the buyer (including side agreements, additions and changes) have priority over these buyer's terms and conditions in any case. For the content of such agreements, subject to the contrary evidence, a written contract or our written confirmation shall prevail.
1.6 Legally relevant statements and notices of the buyer regarding the contract (e.g. setting of a deadline, reminder, withdrawal) must be submitted in writing, i.e. in written or textual form (e.g. letter, e-mail, fax). Statutory form regulations and further proof, in particular in case of doubt about the legitimacy of the declarant, remain unaffected.
1.7 References to the validity of statutory provisions are only of clarifying significance. Even without such clarification, the statutory provisions therefore apply unless they are directly amended or expressly excluded in these Conditions of Purchaser.
1.8 Contract language is German.
2. Performance Content
2.1 Buyers can find on the website www.prohops.de hops, offered for sale and they can buy the offered hops in the offered amount. ProHops GmbH does not guarantee the displayed values of the offer and the quality of the offered hops.
2.2 A claim for the use of the Internet platform exists only in the context of the state of the art. Temporary limitations of the performance, as far as proHops is not responsible, are reserved.
2.3 proHops is entitled to temporarily restrict the usability of the Internet platform provided, if there are special circumstances that necessitate a temporary restriction of the services. This is the case in particular with regard to capacity limits, serviceability of the servers and maintenance work. In this case, proHops must take into account the legitimate interests of the buyer in advance; a timely, prior notification is to be carried out. This does not apply to unpredictable system failures. In these cases, however, proHops undertakes to initiate immediate measures to eliminate the impairment.
3. Buyer's account and registration, blocking and termination of the buyer's account
3.1 In order to be able to see offers at proHops, it is necessary to register. The account will be unlocked by proHops after checking the data. Registration and activation of the account are free of charge.
3.2 A buyer's account may only be opened by and for legal persons or persons with full legal capacity, as well as partnerships and partnerships acting in the course of their commercial or independent professional activities, for example as brewery companies or similar.
3.3 To register, it is necessary to provide the full name or full name of the buyer, including legal form and person authorized to represent, their address, telephone number, valid e-mail address and bank details, tax number and / or VAT ID number. If this is not available, a business registration must be submitted in writing to proHops. Furthermore, an individual password and the truthful indication that the buyer is commercial are necessary. The e-mail address and the password correspond to the access data to the personal buyer account. The other mandatory fields must be completed.
3.4 The buyer is obliged to provide correct and complete data. A multiple registration of the same buyer is prohibited. Furthermore, the buyer is obliged to immediately update any changes to his data.
3.5 The buyer's account is not transferable and may only be used by the registered buyer. The password must be kept secret.
3.7 After entering the data acc. No. 3.3. proHops will check the buyer's data. Registration is only successfully completed when the buyer's account is activated by proHops. proHops will inform the buyer via e-mail. The buyer is not entitled to a registration being completed. If the buyer does not receive an email from proHops about the activation of the account within three days, a registration has not taken place.
3.8 ProHops can terminate a buyer's account without notice and lock with immediate effect it if the buyer violates his obligations or if he commits a particularly serious breach of duty that justifies the termination of the account after consideration of mutual interests. The declaration of termination must be submitted in text form. Already concluded purchase contracts are not affected by this.
3.9 Prohibition may be definitively blocked upon termination of the buyer's account by proHops if repeated serious infringements as defined in paragraphs 3.4. and 3.5. were committed. After final suspension, a buyer is no longer entitled to use the services of proHops or to re-register.
3.10 The account can be terminated by a buyer at any time by deleting his buyer's account. However, termination will only become effective upon settlement of all purchase contracts concluded until termination. However, the customer can no longer submit bids after termination and cannot conclude any further sales contracts.
3.11 The right to extraordinary termination for both parties remains unaffected.
4. Purchase contract
4.1 The goods recognizable after registration of the buyer on the platform do not constitute binding offers of the proHops but only a request to the customer to submit an offer to purchase the respective goods.
4.2 The order of the goods by the buyer, which takes place by complete completion of the ordering process, is considered a binding contract offer to us.
4.3 Unless otherwise stated in the order, we are entitled to accept this contract offer within 7 working days from completion of the order process. Acceptance takes place by sending an order confirmation or sending an invoice.
5 Delivery time and delivery delay
5.1 Unless otherwise agreed, the delivery period is approximately 2 weeks from the complete payment of the goods. The payment is deemed to have been made if the full purchase price acc. # 7 was credited to one of our accounts.
5.2 If we cannot comply with binding delivery deadlines for reasons for which we are not responsible (unavailability of the service), we will inform the buyer without delay and at the same time notify the expected new delivery deadline. If the service is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will reimburse immediately any consideration already provided by the buyer. In the case of non-availability of the service in this sense, in particular the non-timely self-delivery by our supplier, if we have a congruent hedging transaction, neither we nor our suppliers are at fault or we are not obliged to procure in individual cases.
5.3 The occurrence of our default of delivery is determined by the statutory provisions. In any case, a reminder from the buyer is required.
6. Delivery, Transfer of Risk, Acceptance, Default of Acceptance
6.1 The delivery takes place from the location of the goods, where the place of performance for the delivery and any subsequent performance is. This is not visible to the customer and can be requested in writing from the proHops.
6.2 At the request and expense of the buyer, the goods will be shipped to another destination (consignment purchase). Unless otherwise agreed, we are entitled to determine the nature of the shipment (in particular transport company, shipping route, packaging).
6.3 The risk of accidental loss and accidental deterioration of the goods passes to the buyer at the latest with the transfer. However, in the case of consignment purchase, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the forwarder, the carrier or the person or institution otherwise responsible for carrying out the consignment. Insofar as an acceptance has been agreed, this is decisive for the transfer of risk. In addition, the statutory provisions of the contract of employment law apply accordingly to an agreed acceptance. The transfer or acceptance is the same if the buyer is in default of acceptance.
6.4 If the buyer is in default of acceptance, if he does not comply with his obligation 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 (for example storage costs).
7. Prices, due date and terms of payment, offsetting or retention rights, withdrawal due to lack of ability of the buyer
7.1 The purchase price to be paid by the buyer results from the respective contract content.
7.2 In the case of a consignment purchase (No 6.2), the buyer shall bear the transport costs ex warehouse of the goods and the costs of any transport insurance or other expenses required by the buyer, e.g. for temperature-controlled transport. Any duties, fees, taxes and other public charges shall be borne by the buyer.
7.3 Unless otherwise agreed, the purchase price is due and payable within 5 working days from the date of invoicing; In this respect advance payment is agreed.
7.4 With expiry of the above payment period, the buyer is in default. The purchase price is subject to interest during the default at the applicable statutory default interest rate. We reserve the right to assert further damages caused by delay. For merchants our claim to the commercial maturity interest (§ 353 HGB) remains unaffected.
7.5 The buyer is only entitled to set-off or retention rights insofar as his claim has been legally established, is undisputed or ready for decision. In case of deficiencies of the delivery, the counterclaims of the buyer remain in accordance with. No. 9.6. unaffected.
7.6 If it is recognizable after conclusion of the contract (e.g. by application for opening insolvency proceedings) that our claim to the purchase price is jeopardized by lack of capacity of the buyer, we are entitled to the statutory provisions on refusal and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In contracts for the production of unacceptable items (custom-made), we can declare the resignation immediately; the statutory provisions on the dispensability of the deadline remain unaffected.
8. Retention of rights
8.1 Until full payment of all our present and future claims arising from the purchase agreement and an ongoing business relationship (secured claims), we reserve ownership of the goods sold.
8.2 The goods subject to retention of title may not be pledged to third parties or transferred as collateral before full payment of the secured claims. The buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is made or if third party access (e.g. seizure) takes place on the goods belonging to us.
8.3 In case of breach of contract by the purchaser, in particular in case of non-payment of the due purchase price, we are entitled to withdraw from the contract according to the statutory provisions and / or to demand the goods on the basis of the retention of title. The request for publication does not at the same time include the explanation of the resignation; we are rather entitled to demand only the goods and to reserve the right of withdrawal. If the buyer does not pay the due purchase price, we may only assert these rights if we have unsuccessfully given the buyer a reasonable period for payment or if such a deadline is dispensable in accordance with the statutory provisions.
8.4 The buyer is entitled until further notice in accordance with below (8.4.3.) to resell and/ or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions additionally apply.
8.4.1 The retention of title extends to the full value of the products resulting from the processing, mixing or combination of our goods, whereby we are considered the manufacturer. If the property rights remain with processing, mixing or combination with goods of third parties, we acquire co-ownership in proportion of the invoice values of the processed, mixed or connected goods. In addition, the same applies to the resulting product as to the goods delivered under retention of title.
8.4.2 The purchaser hereby assigns to us the claims arising from the resale of the goods or the product against third parties as a whole or in the amount of our possible co-ownership share in accordance with the preceding paragraph. We accept the assignment. The obligations of the buyer mentioned in paragraph 2 also apply with regard to the assigned claims.
8.4.3 Next to us remains the buyer also authorized to collect the claim. We undertake not to collect the claim as long as the buyer meets his payment obligations to us, there is no defect of his capacity and we do not violate the reservation of title by exercising a right according to Art. Paragraph 3. If this is the case, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment. In addition, in this case, we are entitled to revoke the purchaser's authority to resell and process the goods subject to retention of title.
8.4.4 If the realizable value of the securities exceeds our claims by more than 10%, we will, at the request of the buyer, release securities of our choice.
9. Claims for defects of the buyer
9.1 For the rights of the buyer in case of material and legal defects (including wrong and short delivery as well as improper treatment), the statutory provisions, unless otherwise stated below. In all cases, the statutory special provisions remain unaffected on final delivery of the goods to a consumer (supplier recourse in accordance with § 478 BGB).
9.2. The basis of our liability for defects is above all the agreement made about the quality of the goods. As an agreement on the condition of the goods, all product descriptions which are the subject of the individual contract or have been made public by us (in particular via the internet platform) shall apply.
9.3. insofar as the condition has not been agreed, it must be judged according to the legal regulation whether or not there is a defect (§ 434 (1) p. 2 and 3 BGB). However, we do not accept any liability for public statements made by the producer / seller or other third parties (such as advertising statements).
9.4. The claims of the buyer for defects presuppose that he has complied with his statutory examination and complaint obligations (§§ 377, 381 HGB). If there is a defect at the time of delivery, the examination or at any later time, we must be notified immediately in writing. In any case, obvious defects must be reported in writing within 5 working days from the date of delivery and any defects that cannot be identified during the investigation within the same period from discovery. If the buyer fails to properly inspect and / or report a defect, our liability for the defect that is not or is not displayed in a timely or improper manner is excluded under statutory provisions.
9.5 If the delivered goods are defective, we can first of all choose whether we provide supplementary performance by rectification of the defect (rectification) or by delivery of a defect-free product (replacement delivery). Our right to refuse supplementary performance under statutory conditions remains unaffected.
9.6 We are entitled to make the owed supplementary performance dependent on the buyer paying the due purchase price. The buyer is, however, entitled to retain a portion of the purchase price which is reasonable in relation to the defect.
9.7 The buyer must give us the time and opportunity required for the owed supplementary performance, in particular to hand over the rejected goods for examination purposes. In case of replacement, the buyer has to return the defective item according to the legal regulations.
9.8 The expenses required for the purpose of testing and supplementary performance, in particular transport, travel, labor and material costs, are borne by us when a defect actually exists. Otherwise, we may demand compensation from the purchaser for costs incurred in connection with the unjustified removal of the defect (in particular inspection and transport costs), unless the lack of defect was not apparent to the purchaser.
9.9 If the supplementary performance has failed or if a reasonable period to be set by the Buyer for the supplementary performance has expired without success or is dispensable in accordance with statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. In a minor defect, however, there is no right of withdrawal.
9.10 Claims by the purchaser for damages or compensation for wasted expenses, even in the case of defects, only exist in accordance with No. 10 and are otherwise excluded.
10. Other liability
10.1 Unless otherwise stated in these GTC, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with statutory provisions.
10.2 We are liable for damages - for whatever legal reason - in the context of fault liability in cases of intent and gross negligence. In the case of ordinary negligence, we are liable only subject to a milder standard of liability according to legal regulations (for example, for care in your own affairs)
10.2.1 for damages resulting from injury to life, body or health,
10.2.2 for damages resulting from the material breach of a material 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 trusts and may trust); however, in this case, our liability is limited to compensation for foreseeable, typically occurring damage.
10.3 The result of no. 10.2. The resulting liability limitations also apply to breaches of duty by or for the benefit of persons whose fault we are responsible for under statutory provisions. They do not apply if we fraudulently concealed a defect or assumed a guarantee for the quality of the goods and for claims of the buyer under the Product Liability Act.
10.4 Due to a breach of duty that does not exist in a defect, the buyer can only resign or terminate if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 651, 649 BGB) is excluded. Incidentally, the legal requirements and legal consequences apply.
11.1 Notwithstanding § 438 para.1 no.3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. Insofar as acceptance has been agreed, the period of limitation begins with the acceptance.
11.2 Further statutory special regulations for the statute of limitations shall remain unaffected (in particular, § 438 para.1 no.1, para.3, §§ 444, 445b BGB).
11.3 The above limitation periods of the purchase right shall also apply to contractual and non-contractual claims for damages of the buyer, based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead in individual cases to a shorter prescription. Claims for damages of the buyer due to intent and gross negligence, for damages resulting from injury to life, limb or health as well as according to the product liability law shall only become statute-barred after the statutory limitation periods.
12. Change of the Buyer Terms and Conditions
These buyer terms and conditions can be changed by proHops at any time, even without reason. The registered buyer will be informed at least one month before the coming into force of the new terms and conditions and must agree to them. Contracts already concluded or offers made by the customer will continue to be governed by the currently applicable Buyer Terms and Conditions.
13. Choice of law and jurisdiction
13.1. The right of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Sales Convention, shall apply to these Buyer Terms and the contractual relationship between us and the buyer.
13.2. If the buyer is a businessman i.S.d. Commercial Code, legal entity under public law or a special fund under public law, is exclusive - also the international place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship - our registered office in Traunstein.
13.3. The same applies if the buyer is an entrepreneur i.S.v. § 14 BGB is.
13.4. However, in all cases we are also entitled to bring action at the place of performance of the delivery obligation in accordance with these Buyer Terms and Conditions or a priority individual agreement or at the general place of jurisdiction of the buyer.
13.5. Priority laws, especially exclusive jurisdictions, remain unaffected.
13.6. Should a regulation of these general delivery and payment conditions be or become ineffective, this does not affect the effectiveness of the remaining conditions.
As of March 2018
This is a translated version of our Buyer Terms and Conditions. In case of a legal issue only the German version shall apply according to place of jurisdiction (Germany).