Terms of Service B2B
General Terms of Service B2B
GENERAL
Deliveries and services of Caffè Cultura GmbH are exclusively based on these terms and conditions. Counter-confirmations of the buyer with reference to his terms and conditions of business and purchase are hereby contradicted. Deviations from these terms of delivery and payment are only effective if Caffè Cultura GmbH confirms them in writing.
OFFER AND CONCLUSION OF CONTRACT/RESCISSION
Offers made by Caffè Cultura GmbH are subject to change and non-binding, unless they are expressly designated as a binding offer. The contract is concluded when Caffè Cultura GmbH accepts your order by sending an order confirmation; the order confirmation is sent by e-mail or by fax. If you have not given Caffè Cultura GmbH an e-mail address or fax number when placing your order, the contract is only concluded when the goods are sent. Decisive for the order is the written order confirmation of Caffè Cultura GmbH, which can also be done by sending an invoice with the goods. If the customer has any objections to the content of the order confirmation, he must immediately object to the order confirmation. Otherwise, the contract is concluded according to the order confirmation. Caffè Cultura GmbH reserves the right to carry out a credit check even after the conclusion of the contract and to withdraw from the contract in case of a negative result. Caffè Cultura GmbH also reserves the right to withdraw from the contract if the goods are not available for a period of at least four weeks or if there are data errors due to which Caffè Cultura GmbH cannot execute your order. We reserve the right to make technical changes that are insignificant, serve the purpose of improvement or do not exceed the tolerances customary in the trade. This does not apply if certain properties are expressly guaranteed.
DELIVERY AND SHIPPING
The minimum order within Germany is 12kg (coffee weight). Caffè Cultura GmbH delivers while stocks last. Shipping costs: Within Germany: Free delivery from a goods value of 1,000 € excl. VAT. If the net value of goods is less than 1,000 €, a flat-rate shipping fee of 12.50 € excl. shipping costs will be charged. Outside Germany: Shipping costs are calculated separately depending on the destination country. For deliveries to other countries, Caffè Cultura GmbH will charge the actual costs incurred. For deliveries abroad, the customer is responsible for customs duties and taxes. Information on the delivery period is non-binding, unless a date has been firmly promised by Caffè Cultura GmbH. Caffè Cultura GmbH is entitled to make partial deliveries if part of the ordered goods are temporarily not available. The shipment is carried out with GLS, DPD or a comparable provider. The choice of the transport route is at the discretion of Caffè Cultura GmbH, unless otherwise agreed. Delivery will always be made as quickly as possible within 2-5 working days after ordering, if in stock and available in Germany. Otherwise, longer delivery times of 2-4 weeks are to be expected. The customer can only withdraw from the contract due to exceeding of delivery times, if he has previously set Caffè Cultura GmbH a reasonable grace period with threat of refusal and the delivery has not been made within the grace period. Compensation for damages in case of delayed or incomplete delivery is excluded, unless gross negligence is involved. In the event of a special agreement, the conditions decided in the respective contract shall apply.
PRICES/TERMS OF PAYMENT/DUE DATE/DELAY IN PAYMENT
Payment for the goods will be made by advance bank transfer for the first three orders. Caffè Cultura GmbH reserves the right to exclude certain methods of payment in individual cases. Payment by sending cash or cheques is unfortunately not possible. Caffè Cultura GmbH hereby excludes liability in case of loss. Should the customer be in default of payment, Caffè Cultura GmbH reserves the right to charge reminder costs as damage caused by default. The prices stated in the order confirmation are decisive. Unless otherwise agreed, the prices plus VAT of Caffè Cultura GmbH are valid. As far as there are more than four months between the conclusion of the contract and the execution of the order and cost increases unforeseeable for Caffè Cultura GmbH occur, e.g. due to an increase in wage or material costs or the introduction or substantial increase of taxes or customs duties, we are entitled to adjust the prices within the scope of the changed circumstances and without charging an additional profit. Invoices of Caffè Cultura GmbH are, unless otherwise agreed, immediately net after receipt of delivery and invoice. Deliveries abroad shall only be made against advance payment. In the case of a special agreement, the conditions decided in the respective contract shall apply.
RESERVATION OF TITLE
The terms of payment stated in the order confirmation or invoice shall apply exclusively. We retain title to all goods delivered by us until all claims against the customer arising from the business relationship have been settled. The goods remain our property until full payment has been made.
ONLINE SALES (OWN ONLINE SHOP / THIRD PARTY INTERNET PLATFORMS)
If the customer places orders as a reseller, he is entitled to offer and sell coffee products of our brands (including TRE FORZE!, MariaSole as well as Mille Soli) and the corresponding accessories in his own online shop. However, this is subject to the condition that the Reseller conducts its Internet business itself in accordance with the appearance agreed with Caffè Cultura (see "Use of Caffè Cultura advertising material" below) and that the quality of the distribution of the coffee products offered is maintained. The distribution of coffee products via internet platforms of third parties, in particular via the platforms Amazon and/or Alibaba, the sale to internet platforms (Amazon/Alibaba) and/or the sale of products to such third parties who, to the knowledge of the trader/reseller, intend to sell to the designated internet platforms, is prohibited to the trader/reseller in order to preserve the corporate identity of our named coffee brands, unless the parties have expressly agreed on a deviating regulation in writing. If a corresponding deviating arrangement is made between the parties, Caffè Cultura reserves the right, in order to maintain non-discriminatory selective distribution, to also offer distribution via or sales to third-party portals to other resellers.
USE OF ADVERTISING MATERIAL CAFFÈ CULTURA
All photographic motifs, texts and brands/logos on our websites are protected by copyright or trademark law. All contents (especially the texts) are available for free download to customers who place orders as resellers, as far as and as long as they are used for the distribution and/or advertising of coffee products of Caffè Cultura GmbH and they are only used in the context of the presentation of our coffee products. Any other use is strictly prohibited unless expressly permitted in writing by Caffè Cultura GmbH. When using photos, the respective photo source must be named.
WARRANTY/EXCLUSION OF LIABILITY
In case of a mutual commercial transaction the customer has to check the goods immediately at the latest within one week after delivery for their faultlessness and completeness and has to inform Caffè Cultura GmbH immediately about discovered defects. If the customer, who is not a consumer, fails to inspect the goods or to notify Caffè Cultura GmbH of defects in due time, the delivered goods shall be deemed to have been approved, unless the defect was not recognisable during the inspection. Defects discovered later must also be reported to Caffè Cultura GmbH without delay; otherwise the goods are deemed to be approved also with regard to these defects. The notice of defects has to be made in writing and has to describe the defect exactly. If the complaint was unjustified and the article is free of defects, Caffè Cultura GmbH is entitled to charge the customer shipping and inspection costs in the amount of 15 Euro per return. The customer reserves the right to prove lower expenses, Caffè Cultura GmbH reserves the right to prove higher expenses. Claims of the customer for damages, e.g. due to non-performance, culpa in contrahendo, breach of contractual collateral obligations, consequential damages, damages in tort and other legal grounds are excluded, unless Caffè Cultura GmbH is liable due to the absence of a warranted characteristic or due to intent or gross negligence.
UNAVAILABILITY OF PRODUCTS
From the lovingly handcrafted refinement to the roasting and packaging of our high-quality Espresso Caffè varieties, everything takes place in Italy/Sicily. Caffè Cultura GmbH attaches great importance to offering its customers only products of first-class quality. For this reason, Caffè Cultura GmbH keeps small quantities in stock in Germany and stocks very small quantities in order to always offer the freshest coffee possible. Therefore, if a product is not in stock, delivery may be delayed by approx. 3-4 weeks. Should a product not be available at short notice, Caffè Cultura GmbH will inform the customer immediately.
Compensation for damages, even in the case of delayed or incomplete delivery, is excluded, unless gross negligence is involved.
In case of a special agreement, the conditions decided in the respective contract shall apply.
CONFIDENTIALITY
The customer will treat the content of the supply agreement with Caffè Cultura and in particular the conditions granted to it as strictly confidential towards third parties, in particular towards competitors of Caffè Cultura. This also applies for a period of 2 years after the termination of the cooperation of the parties.
PLACE OF JURISDICTION, PLACE OF PERFORMANCE AND APPLICABLE LAW
The place of performance for delivery and payment for both parties is the registered office of Caffè Cultura GmbH. The place of jurisdiction for all legal disputes arising from the contractual relationship as well as its origin and effectiveness is for both parties the registered office of Caffè Cultura GmbH. Caffè Cultura GmbH may, at its discretion, also bring an action at the customer's place of business. The contractual relationship is exclusively subject to German law. International sales law does not apply.
OTHER
Force majeure shall release Caffè Cultura GmbH from its performance obligations for the duration of the delay in delivery and to the extent of its effect. Caffè Cultura GmbH is obliged, within the bounds of what is reasonable, to immediately provide the customer with the necessary information and to adapt its obligations to the changed circumstances in good faith. Should any provision be or become void, the validity of the other provisions shall remain unaffected.