General Terms & Conditions

CONAN & CON-BEV – General Terms & Conditions (25.01.2024)

• Scope

The following “General Terms and Conditions” apply without exception to all deliveries, services and offers by us, CONAN GmbH or further named Con-Bev Beverages, in the version valid at the time the contract is concluded, regardless of whether these transactions are concluded online or offline and form an integrating Part of every order. We generally do not accept any conflicting or deviating terms and conditions of the customer or client unless we have expressly agreed to their validity in writing. In this respect, actions on our part to fulfill the contract do not constitute consent to contractual conditions that deviate from our conditions.

• Conclusion of contract

Our offers are non-committal and non-binding. Changes, additions or additional agreements require written confirmation from us to be effective. The standards and legal situation at the time of the offer apply. Costs resulting from any technical or other changes to the subject matter of the contract that may become necessary due to changes in standards or laws during the order processing are borne by the client. We expressly reserve the right to make any technical changes that become necessary – for whatever reason. Illustrations and color designs of products are only fundamentally authoritative and have no influence on the legal validity of a concluded contract. If offers are made to us, the person making the offer is bound to a reasonable period of time, but at least 30 days from receipt of the offer. All price offers are net prices excluding statutory VAT from the storage location relevant and announced for a delivery. Every contract is only considered concluded when we send a written order confirmation or invoice. A contract is concluded within the meaning of these general terms and conditions by shipping the goods ordered by the customer. The obligation to familiarize yourself with the general terms and conditions lies exclusively with the customer in order to ensure that a contract is concluded properly. By accepting our service, the customer confirms that he has read the general terms and conditions, that he has fully understood them and that he accepts them in their entirety. However, a purchase contract is only concluded when we expressly declare acceptance of the purchase offer, or when we send goods without a prior express declaration of acceptance. The contract language is exclusively German. If a contract is concluded in another language, the provisions written in German apply in the event of any ambiguities.

• Price validity

The prices are valid that apply at the time the order is placed and confirmed. There is no right to receive goods at cheaper prices that will apply sooner or later. If we grant a price reduction for a current order before delivery of goods, this is done voluntarily and without legal obligation. All prices quoted by us are net prices EXW Vienna exclusive of statutory sales tax, unless otherwise expressly agreed.

• Offsetting and assignment

Fulfillment of the purchase price payment obligation through offsetting is only permitted if counterclaims have been legally established, are undisputed or have been recognized by us. In addition, the exercise of a right of retention is only permitted to the extent that a counterclaim is based on the same contractual relationship. The client cannot assign claims from this contract without our prior written consent.

• Payment

 

Payment for ordered goods is made as a proforma invoice in advance. In principle, a customer has no right to be granted a payment term in B2B goods transactions. If a customer is offered a payment term in an individual case on a voluntary basis and without entitlement to it, this is limited in time to the individual case and in the amount to the extent that insurance cover from a corresponding insurance institute is possible. The granting of a payment term does not automatically result in a right to a repetition. Any agreement on this must expressly be in writing. If you select the payment method “advance payment”, the bank details shown on the invoice or proforma invoice apply. The invoice amount must only be transferred to this account. In the event of late payment, statutory default interest of 5 percentage points above the base interest rate is required. We will charge an amount of EUR 5, – for each reminder letter that is sent to you after the default occurs, unless lower or higher damage can be proven in the individual case. CONAN GmbH reserves the right to begin production only after receipt of payment or 100% security of payment. Delays in payment, for whatever reason, will result in a postponement of the delivery date through the sole fault of the client. Any resulting damage will be borne solely by the customer.

 

 

• Delivery conditions and delivery time

We are only obligated to carry out an order if the customer has fully complied with all of the obligations required to execute the contract, in particular if order and payment are cleared, and the customer has fulfilled all required contractual acts and measures. The order quantity per size and decor is always rounded to full pallets. Due to industrial mass production of cans and the necessary quality checks, over-/under-production to the extent of +/- 10% per order must be accepted by the client. The advance payment for an order is therefore made according to the pro forma invoice, the final invoice is based on the quantities actually produced. Our sales prices generally do not include any costs for delivery or unloading of the means of transport at the delivery location. However, upon request, these services can be provided or organized by us for a separate payment. The costs actually incurred for transport or delivery will be invoiced, including an appropriate surcharge for management costs, but at least the freight and carriage wages applicable or usual on the day of delivery for the selected mode of transport. For all goods purchased by us, the transfer of risk generally applies when they leave our warehouse, or the initial shipping warehouse commissioned by us for the purpose of delivery. Shipping is carried out at the expense and risk of the customer or client, unless otherwise agreed in writing. A “delivery free” agreement only refers to the transport costs and has no impact whatsoever on the transfer of risk. We will not take out transport insurance without an express written order from the customer. If we take out transport insurance on behalf of the customer, all costs for this will be borne by the ordering customer. To fulfill an order, we reserve the right to make partial deliveries in exceptional cases. However, the customer has no right to demand partial deliveries. The basic rule is that the customer must take over all ordered goods in full as soon as the goods have been produced. We expressly point out that the customer must check all deliveries immediately upon receipt for compliance with the quantities and dimensions stated on the shipping documents or delivery notes and for the integrity of the packaging. Any deviations and/or damage must be reported to us immediately in writing, stating the type and extent of the defect. Unless the recipient makes a justified complaint to us within three days of delivery of the goods, the goods are deemed to have been accepted by the customer without objection. Fixed delivery dates only apply as such after express written confirmation. The delivery week confirmed by us applies to delivery from warehouse. In principle, we are therefore entitled to exceed agreed dates and delivery times by up to 10 days. Only after this period has expired does the customer have the right to set a reasonable grace period of at least 30 days in writing and, if this period expires unsuccessfully, to withdraw from the contract due to late delivery. Claims for damages due to late delivery or non-fulfillment are excluded. Force majeure and other delivery delays for which we are not responsible or are not responsible release us from complying with the delivery time or from the delivery obligation. In the event of delays in performance due to force majeure or events that make production significantly more difficult or impossible, we are not responsible for the bindingly agreed deadlines and dates. We are entitled to postpone deliveries for a reasonable period of time for the duration of the hindrance or to withdraw from the contract if it has not yet been fulfilled. Claims for damages of any kind in this regard are excluded.

 

• Retention of title

The delivered goods remain the property of CONAN GmbH until full payment has been made and all claims to which we are entitled against the customer arising from the business relationship have been fulfilled. In the event of the resale of unsecured or incompletely paid goods, claims from deliveries are assigned to CONAN GmbH, and CONAN GmbH can demand direct payment from the last dealer until their claims have been paid in full. If the value of the securities provided to us exceeds our claims by more than 50%, we are prepared to release a corresponding portion of the security at the purchaser’s request.

 

• Transport damage, hidden defects

 

All goods must be inspected immediately upon receipt. Any transport damage must be reported immediately to the dealer or the manufacturer. If delivered items have visible material or manufacturing defects, the customer must immediately report these to the dealer or manufacturer in writing, stating the type and extent of the defect. Hidden defects must also be reported in writing immediately after they are discovered. If the defect is not reported or not reported immediately, the goods are deemed to have been approved.

 

• Warranty

The client/purchaser is obliged to inspect the delivered goods immediately upon receipt. If a complaint about defects is not made within 7 days (within 3 days for merchants), the delivery is deemed to have been approved. In the event of a verifiable complaint of defects, we are entitled, at our discretion, to repair the defect or deliver a replacement. We are only liable for defects in the goods delivered after exclusion of consequential damage. The goods are insured for transport. In the event of any transport damage, this must be claimed upon acceptance, noted in writing on the delivery note and sent to us. If a beverage can is damaged or leaks, the entire tray must be disposed of without exception. All goods covered by this contract are best stored at room temperature in a dry environment and protected at all times against thermal hazards such as frost or overheating. Any warranty is excluded for frost damage due to storage of the goods in a temperature range of zero °C or less due to failure to comply with the storage conditions required and well-known for beverages.

 

• Disclaimer

Further claims beyond the statutory warranty claims regulated under Section 9, in particular claims for damages by the customer against the dealer or the manufacturer, are excluded unless such claims arise from the relevant legal provisions. Otherwise, the following limited liability applies: In the event of slight negligence, we are only liable in the event of a breach of an essential contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on whose compliance the client can regularly rely (cardinal obligation). Liability for slight negligence is limited to the amount of damage that was foreseeable at the time the contract was concluded and which must typically be expected to occur. This restriction also applies to our vicarious agents.

In the event of a claim, we only and exclusively assume liability by replacing the goods complained about. We assume no liability for any consequential damage.

 

• Copyright of trademarks and other intellectual property rights

Reproduction rights to trademarks or intellectual property rights owned by CONAN GmbH or it’s shareholders remain exclusively with CONAN GmbH for the longest term of a contractual relationship. A client has no legal right whatsoever to use a trademark owned by CONAN GmbH or its other intellectual property rights in commercial transactions for his own purposes unless he has been expressly authorized in writing to do so. In the event of an authorization to use property rights, this will be withdrawn if it becomes apparent that IP-rights will be used against the interests or to the detriment of CONAN GmbH. In this case, CONAN GmbH strictly rejects any claims for damages. Printing plates required for the production of beverage cans remain the property of CONAN GmbH even if the client pays pro rata.

 

• General Provisions

With an order, the General Terms and Conditions of CONAN-GmbH are automatically and fully accepted in their current issue. If individual provisions of this contract are ineffective or contradict the legal regulations, this will not affect the rest of the contract. All contract products are manufactured with the greatest care based on the applicable standards and regulations. Minor or insignificant deviations are reserved and do not lead to a deviation from the agreed or sampled quality of the goods. A claim for damages due to items or product components that are not or no longer available in general cannot be asserted against us. We expressly reserve the right to change prices for individual items. Changes or additions to these terms and conditions in writing. This also applies to the cancellation or change of this written form requirement. The place of jurisdiction is the court with local jurisdiction for CONAN GmbH in Vienna. Austrian law in its current version applies to all matters