Principal Terms and Conditions

• Principal Terms and Conditions
• 1. Choice of Law for Future Contracts
• 2. Prices
• 3. Risk of Loss
• 4. Quantity Deviations
• 5. Consequences for Breach of Duty
• 6. Extension of Delivery Time
• 7. Retention of Title
• 8. Payment and Late Payment
• 9. Place of Execution, Jurisdiction, Severability Clause

1.1.

In business transactions with the VIVA Coffee GmbH only these terms of service will apply. These are accepted when an order is placed and no later than knowledge of the order confirmation or the receipt of goods from the respective contract partner.

Deviating terms and conditions from the contractual partner are not legally binding for the VIVA Coffee GmbH, even if they are not expressly contradicted.

1.2.

These terms of service do not apply to consumers within the meaning of § 13 BGB, but instead only to companies according to § 310 Abs. 1 BGB.

2.1.

The prices of VIVA Coffee GmbH are – unless nothing otherwise is agreed upon – “ex works”.

2.2.

The sales taxes are not included in the prices of the VIVA Coffee GmbH. The statutory amount will be shown separately on the invoice.

2.3.

If after the conclusion of contract the coffee taxes or the import duties are increased, then the VIVA Coffee GmbH has the right to change the prices accordingly.

2.4.

A discount is only permitted if this is separately agreed upon in writing.

3.1.

Unless otherwise agreed, delivery is “ex works”. 

3.2.

The shipping of the goods is made at the risk and expense of the buyer. 
Shipping insurance for the delivery will only be included if there is a written agreement and as long as the buyer bears the corresponding costs for it.

Technical specifications in the scope of production may make it necessary to carry out excess or short deliveries that deviate by 5%. 

The VIVA Coffee GmbH is entitled to make corresponding changes in the quantity supplied due to technical reasons as long as the price is correspondingly changed.

The compensation for the deviant amount takes place – if possible – with the next delivery.

5.1.

The buyer has to inspect the goods immediately after delivery. 

If a defect is found, then this must be immediately reported to the VIVA Coffee GmbH.

If the buyer fails to report the defect then the goods are considered to be approved of unless there is a defect that was not discernable after a proper examination.

If such an unrecognizable defect appears, then this must be reported immediately after discovery. Otherwise the goods shall be deemed approved of.

5.2.

If a defect exists, then the VIVA Coffee GmbH is entitled to choose either a subsequent performance or delivery of goods that are free of defects.  In case correcting the defects is chosen, then the VIVA Coffee GmbH bears expenses only up to the amount of the purchase price.

If the subsequent performance fails then the buyer shall, at their own discretion, be entitled to withdraw or demand a reduction.

5.3.

The VIVA Coffee GmbH does not default on its goods or services as long as the delayed performance is due to the following events and the VIVA Coffee GmbH is not responsible for these events:

• Unpredictable loss of production or non-timely availability of supplies and materials,
• Acts of God such as war, strike, lockout or other similar unforeseen events.

5.4.

The VIVA Coffee GmbH assumes no liability for the following damages:

• Damages that the VIVA Coffee GmbH caused by slight negligence and not by breach of an essential requirement; the exception being personal injury,
• Damages, which occur unpredictably and where the unexpected events are not controllable by the VIVA Coffee GmbH.

A reversal of the burden of proof is not connected with this regulation.

Insofar as the VIVA Coffee GmbH is liable in case of a delay in services or goods, the compensation for damages is limited to 5% in addition to the goods and services and 10% of the value of the goods and services as compensation instead of the goods and services.

In case of culpable violation of essential obligations, the VIVA Coffee GmbH is liable in accordance to the statutory regulations. The liability is such a case, however, limited to the contract typical foreseeable damages. Further claims of the buyer are ruled out.

The before mentioned limitations do not apply to mandatory statutory liability for loss or damage caused by death, bodily injury or disease.

5.5.

Claims against the VIVA Coffee GmbH for compensation of financial losses lapse after two years after incurrence without the consideration of knowledge or grossly negligent ignorance of the victim. 

The statutory limitation in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected.

6.1.

If at the conclusion of a contract an unforeseen act of God, strike or lockout prevents a timely or correct self delivery or other circumstances that the VIVA Coffee GmbH does not control prevents the fulfillment of contractual obligations, then the delivery time is to be extended for the time that the impediment persists, but only for a maximum period of two months.

After this expiration of this period of time, both the VIVA Coffee GmbH and the purchaser are entitled to withdraw from the contract.

In case of cancellation, the buyer in this case has no right to make claims for compensation.

7.1.

The VIVA Coffee GmbH retains ownership of the goods until payment of all outstanding debts at the time of delivery from the business relationship have been paid in full by the buyer.

7.2.

If the goods subject to retention of title delivered by VIVA Coffee GmbH are mixed with foreign products then VIVA Coffee GmbH has joint ownership of the new object or the mixed stock in the ratio of the value of the goods to the other goods at the time of the mixing.

7.3.

The buyer of the goods may only resell goods under rules of normal operation. Receivables arising from reselling are assigned to VIVA Coffee GmbH in full. VIVA Coffee GmbH accepts this assignment.

7.4.

The buyer is only entitled to the collection of the assigned account if payment obligations to the VIVA Coffee GmbH are met. The buyer is obligated to provide VIVA Coffee GmbH with the necessary information and documents for enforcing the assigned account.

7.5.

The buyer is obligated to immediately inform the VIVA Coffee GmbH if the goods subject to retention of title are seized by a third party or claimed in any other way.

8.1.

If payment is late, then interest will be charged at the statutory amount – currently amounting to 8 percentage points above the base rate p.a.of the European Central Bank.

The VIVA Coffee GmbH, however, may demand a higher interest loss if the accrual has been proven.

8.2.

The buyer is obligated to pay immediately upon receipt of the invoice.

8.3.

The buyer is only entitled to compensation if the counterclaims have been determined to be legally binding, uncontested or accepted by VIVA Coffee GmbH.

Furthermore, the buyer is only authorized to exercise a lien if it is based on the same legal relationship.

9.1.