This English version is provided for information purposes only. In the event of any discrepancy between the German and the English version, the German version shall prevail.
General Terms and Conditions of Sale (GTCS) of Kräutertempel GmbH
§ 1 Scope, form
(1) These General Terms and Conditions of Sale (GTCS) apply to all our business relationships with our customers (“Buyer”). The GTCS only apply if the Buyer is an entrepreneur (§ 14 German Civil Code, BGB), a legal entity under public law or a special fund under public law.
(2) The GTCS apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), irrespective of whether we manufacture/process the Goods ourselves, purchase them from suppliers or import them from a third country (§§ 433, 650 BGB). Unless otherwise agreed, the GTCS in the version valid at the time of the Buyer’s order, or in any case in the version last communicated to the Buyer in text form, shall also apply as a framework agreement to similar future contracts without our having to refer to them again in each individual case.
(3) Our GTCS apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent applies in all cases, for example even if the Buyer refers to its general terms and conditions in the context of the order and we do not expressly object to them.
(4) Individual agreements such as framework supply contracts, product specifications or the “Contract for dried herbs, spices, seeds and vegetables (original imported raw material)”, if concluded, as well as information in our order confirmation take precedence over the GTCS if and to the extent that they deviate from the provisions of the GTCS.
(5) Legally relevant declarations and notifications by the Buyer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction of the price) must be made in writing. Written form within the meaning of these GTCS includes written and text form (e.g. letter, email, fax).
(6) References to the application of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions therefore apply unless they are directly amended or expressly excluded in these GTCS.
§ 2 Conclusion of contract
(1) Our offers are subject to change and non-binding. This also applies if we have provided the Buyer with specifications or other product descriptions or documents, including in electronic form. The order of the Goods by the Buyer is deemed to be a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within two weeks of its receipt by us.
(3) Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the Goods to the Buyer.
§ 3 Delivery period and delay in delivery
(1) The delivery period is agreed individually or specified by us when accepting the order. If this is not the case, the delivery period is approx. 2 weeks from conclusion of the contract if the Goods are delivered from our warehouse in Germany. If the Goods are located abroad, the delivery time is approx. 10 weeks.
(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of performance), we will inform the Buyer of this without delay and at the same time notify the Buyer of the expected new delivery period. If the performance is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will refund any consideration already paid by the Buyer without delay. Non-availability of performance exists, for example, in the event of late delivery to us by our supplier if we have concluded a congruent hedging transaction, in the event of other disruptions in the supply chain, for example due to force majeure, or if we are not obliged to procure in the individual case.
(3) The occurrence of our delay in delivery is determined in accordance with the statutory provisions. In any case, however, a reminder from the Buyer is required. If we are in default of delivery, the Buyer may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, but in total no more than 5% of the delivery value of the Goods delivered late. We reserve the right to prove that the Buyer has suffered no damage at all or only significantly less damage than the above lump sum.
(4) The rights of the Buyer pursuant to § 8 of these GTCS and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
§ 4 Delivery, transfer of risk, acceptance, default of acceptance
(1) If delivery is made from our warehouse, this is also the place of performance for the delivery and any subsequent performance. At the request and expense of the Buyer, the Goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves. The risk of accidental loss and accidental deterioration of the Goods passes to the Buyer at the latest upon handover. In the case of a sale by dispatch, however, the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay pass as soon as the Goods are delivered to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services apply accordingly to an agreed acceptance. If the Buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.
(3) If the Buyer is in default of acceptance, 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).
§ 5 Prices and terms of payment
(1) Unless otherwise agreed in individual cases, our prices current at the time of conclusion of the contract apply, ex warehouse, plus statutory VAT.
(2) In the case of a sale by dispatch (§ 4 para. 1), the Buyer bears the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer.
(3) The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the Goods, unless otherwise agreed in individual cases. However, we are entitled at any time, including within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We will declare such a reservation at the latest with the order confirmation.
(4) Upon expiry of the above payment period, the Buyer is in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Our claim to commercial interest on maturity (§ 353 German Commercial Code, HGB) against merchants remains unaffected.
(5) The Buyer is only entitled to rights of set-off or retention to the extent that its claim has been legally established or is undisputed. In the event of defects in the delivery, the counter-rights of the Buyer remain unaffected.
(6) If, after conclusion of the contract, it becomes apparent (e.g. through an application for the opening of insolvency proceedings) that our claim to the purchase price is jeopardised by the Buyer’s inability to pay, we are entitled, in accordance with the statutory provisions, to refuse performance and, if necessary after setting a deadline, to withdraw from the contract (§ 321 BGB).
§ 6 Retention of title
(1) We retain title to the Goods sold until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
(2) The Goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The Buyer must notify us in writing without delay if an application is made for the opening of insolvency proceedings or if third parties access the Goods belonging to us (e.g. seizures).
(3) In the event of conduct by the Buyer in breach of contract, in particular in the event of non-payment of the purchase price due, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the Goods on the basis of the retention of title. The demand for return does not at the same time constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the Goods and to reserve the right to withdraw. If the Buyer does not pay the purchase price due, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory provisions.
(4) Until revoked in accordance with (c) below, the Buyer is authorised to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition. (a) The retention of title extends to the products resulting from the processing, mixing or combining of our Goods at their full value, whereby we are deemed to be the manufacturer. If, in the case of processing, mixing or combining with goods of third parties, their right of ownership remains, we acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same applies to the resulting product as to the Goods delivered subject to 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 total 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 set out in para. 2 also apply with regard to the assigned claims. (c) The Buyer remains authorised to collect the claim alongside us. We undertake not to collect the claim as long as the Buyer meets its payment obligations towards us, there is no deficiency in its ability to pay and we do not assert the retention of title by exercising a right pursuant to para. 3. If this is the case, however, we may demand that the Buyer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the Buyer’s authorisation to further sell and process the Goods subject to retention of title.
(d) If the realisable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the request of the Buyer.
§ 7 Buyer’s claims for defects
(1) The statutory provisions apply to the Buyer’s rights in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise stipulated below. In all cases, the statutory provisions on the sale of consumer goods (§§ 474 et seq. BGB) and the rights of the Buyer arising from separately issued guarantees, in particular on the part of the manufacturer, remain unaffected.
(2) The basis of our liability for defects is above all the agreement reached on the quality of the Goods. The agreed product specification in particular is deemed to be an agreement on quality in this sense. Insofar as the quality has not been agreed, it must be assessed in accordance with the statutory provisions whether or not there is a defect (§ 434 para. 3 BGB).
(3) In principle, we are not liable for defects of which the Buyer is aware at the time of conclusion of the contract or of which the Buyer is unaware due to gross negligence (§ 442 BGB). Furthermore, the Buyer’s claims for defects presuppose that it has complied with its statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB), in particular to carry out an incoming goods inspection. In the case of Goods intended for further processing, an inspection must in any case take place immediately before processing. If a defect becomes apparent upon delivery, inspection or at any later time, we must be notified of this in writing without delay. In any case, obvious defects must be notified in writing within three working days of delivery, and defects not recognisable during the inspection within the same period from discovery. If the Buyer fails to carry out a proper inspection and/or to give notice of defects, our liability for the defect not notified, not notified in time or not notified properly is excluded in accordance with the statutory provisions. In the case of Goods intended for further processing, this also applies if the defect only became apparent after the corresponding processing as a result of the breach of one of these obligations.
(4) If the delivered item is defective, we may first choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering an item free of defects (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the Buyer in the individual case, the Buyer may refuse it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.
(5) We are entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due. However, the Buyer is entitled to retain a part of the purchase price that is reasonable in relation to the defect. The Buyer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected Goods for inspection purposes. In the event of a replacement delivery, the Buyer must return the defective item to us at our request in accordance with the statutory provisions.
(7) We shall bear or reimburse the expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, in accordance with the statutory provisions and these GTCS if there actually is a defect. Otherwise, we may demand reimbursement from the Buyer of the costs incurred as a result of the unjustified request to remedy the defect if the Buyer knew or could have recognised that there actually was no defect.
(8) In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the Buyer has the right to remedy the defect itself and to demand reimbursement from us of the expenses objectively necessary for this. We must be notified of such self-remedy without delay, if possible in advance. The right of self-remedy does not exist if we would be entitled to refuse corresponding subsequent performance in accordance with the statutory provisions.
(9) If a reasonable period to be set by the Buyer for subsequent performance has expired without success or is dispensable under the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. In the case of an insignificant defect, however, there is no right of withdrawal.
(10) Claims of the Buyer for reimbursement of expenses pursuant to § 445a para. 1 BGB are excluded, unless the last contract in the supply chain is a sale of consumer goods (§§ 478, 474 BGB). Claims of the Buyer for damages or reimbursement of futile expenses (§ 284 BGB) shall also exist in the case of defects of the Goods only in accordance with §§ 8 and 9 below.
§ 8 Other liability
(1) Unless otherwise stated in these GTCS, including the following provisions, we are liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.
(2) We are liable for damages, irrespective of the legal grounds, within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we are liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), only
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
(3) The limitations of liability resulting from para. 2 also apply to third parties and in the event of breaches of duty by persons (also in their favour) whose fault we are responsible for in accordance with statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee for the quality of the Goods has been assumed, and for claims of the Buyer under the German Product Liability Act.
(4) The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the Buyer (in particular pursuant to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences apply.
§ 9 Limitation period
(1) Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period begins upon acceptance.
(2) The above limitation periods under the law on sales 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 to a shorter limitation period in the individual case. Claims for damages of the Buyer pursuant to § 8 para. 2 sentence 1 and sentence 2 (a) and under the German Product Liability Act are subject exclusively to the statutory limitation periods.
§ 10 Choice of law and place of jurisdiction
(1) These GTCS and the contractual relationship between us and the Buyer are governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship is our registered office in Hamburg. The same applies if the Buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTCS or a prior individual agreement, or at the general place of jurisdiction of the Buyer. Overriding statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.
General Terms and Conditions of Sale of Kräutertempel GmbH, updated and valid from 23/03/2026
