of Bremer Spirituosen Contor GmbH (hereinafter referred to as BSC)

I. General Terms and Conditions of Sale

1. Order Placement
(1) Orders shall be deemed to have been accepted as binding only if they have either been confirmed by BSC in writing or the invoice has been issued or the ordered goods have been delivered. Only companies operating a “stationary trade” will be accepted as customers.
(2) These General Terms and Conditions of Sale shall be bindingly accepted upon fulfilment of the order. Differ-ing or contrary terms are not legally valid.
(3) Special agreements shall not be legally effective unless they have been confirmed by BSC in writing. This requirement of consent shall apply under any circumstances, including but not limited to cases where we make delivery to the customer without reservation while being aware of the customer’s general terms and conditions. Phrases such as “send as usual”, “as received” or the like refer to the type and quantity of the goods only.

2. Notice of Defect and Withdrawal
(1) Obvious defects must be reported in writing without any delay in accordance with Sec. 377 HGB (German Commercial Code), at the latest, however, within 8 days of receipt of the goods, or in case of hidden defects, without any delay upon their discovery. BSC shall be given the opportunity for immediate review. Upon expiry of one year following the transfer of risk, new defects can no longer be invoked. The customer is obliged to handle rejected goods with care and to safeguard any claims for compensation against carriers and shippers.
(2) Insofar as deliveries are made by carrier, complaints due to damage and missing quantities can only be accepted if the complaint is confirmed in writing by the carrier on the consignment note and the confirmed con-signment note is send to us without any delay. Where goods are handed over by collection on the part of the customer, complaints referring to damage or missing quantities are accepted upon handover only, unless the customer is able to prove beyond doubt that their complaint is justified even after the handover has been con-cluded.
(3) Any revocation of concluded contracts shall require written confirmation by BSC. Such confirmation cannot be effected tacitly.
(4) Should a contract be revocated by mutual agreement at the customer’s request, the customer shall reim-burse BSC for all expenses incurred prior to revocation whether or not this has been agreed separately in the revocation agreement.
(5) In the case of goods ordered by BSC especially for the customer, a revocation of the contract shall be ex-cluded, provided that a written order has been placed.

3. Delivery
(1) BSC shall always endeavour to adhere to the agreed delivery periods and quantities. All delivery periods and deadlines stated by BSC are non-binding, unless they have been expressly agreed upon in writing by BSC as a fixed period or deadline. In cases where BSC has consented to binding delivery dates and the delivery date is exceeded by more than 4 weeks (except in the cases of subsection 2), the customer shall be entitled to withdraw from the contract by means of a written declaration which must be received by BSC within one week following expiry of the deadline.
(2) BSC shall only be in default of delivery if it is responsible for the delay in delivery. In the event of impedi-ments to delivery based on an event that is not the fault of BSC and which lead to serious operational disrup-tions at BSC, such as cases of force majeure, illness, strike and lockout, default in delivery shall not arise. The delivery deadline is extended accordingly. The same shall apply in cases where the delay has (also) been caused by the customer. If such impediments to delivery make it impossible for BSC to fulfil the contract, BSC shall be released from its contractual obligations. In such cases, the customer shall also not be entitled to claim damages.
(3) Delivery shall be free to the customer’s address or station on the mainland from 240/1 sorted bottles with a minimum merchandise value of 1,200 EUR. Supplementation with further assortments is possible; in this case the conditions of our applicable price list shall apply. For orders up to 36/1 bottles we charge a freight fee of EUR 15,- and for orders comprising more than 36/1 bottles a freight fee of EUR 10,-. For articles to the value of less than EUR 25,- net, we charge an opening surcharge of EUR 0.30 per bottle (net). For articles with a filling quantity of less than 0.5 litres, the packaging unit cannot be opened. If purchased at current list prices, the surcharge will not be invoiced.
(4) You get the specialties of the “TILAs List” and the “BSC Exclusivmarken*” from 12 bottles sorted in the parcel shipping free home, or free station mainland. From 36 bottles the specialities of the “TILAs list” and the “BSC Exklusivmarken*” are sent by forwarding agency on pallet with a standard delivery time of 1-2 working days (free house, or free station mainland). *except products of the brand 1883
(5) The delivery period is usually 2 working days. Any delivery times given are non-binding. Claims for damag-es due to late delivery or non-delivery shall be excluded. Quantities and delivery options remain reserved. We do not handle commission deliveries.

4. Retention of Title
(1) All goods delivered shall remain the property of BSC as long as BSC is entitled to any claims against the customer arising from the entire business relationship. Goods in the co-ownership of BSC shall be deemed to be goods subject to retention of title within the meaning of these General Terms and Conditions of Sale. Sub-ject to revocation and as long as they meet their payment obligations, the customer is entitled to sell or pro-cess the goods in the ordinary course of business. Acquisition of ownership of the goods subject to retention of title by the customer in accordance with Section 948 or 950 BGB (German Civil Code) through mixing or pro-cessing is excluded. The customer is obliged to handle the goods subject to retention of title with care and to insure them against fire, water and burglary. All claims of the customer against the insurer with regard to the goods subject to retention of title are hereby assigned to BSC. Such assignment is hereby accepted.
(2) Transfer by way of security or pledging of the goods subject to retention of title is not permitted. The cus-tomer shall notify BSC without any delay of any access by third parties to these goods or to the claims against third parties assigned to BSC in advance.
(3) If BSC’s ownership of the delivered goods is lost by resale or for legal reasons, the customer hereby as-signs to BSC all claims against third parties arising from the sale, including all ancillary rights. For this pur-pose, special agreements for each individual case shall not be required. Such assignment is hereby accepted. The assignment also relates to claims for compensation by the customer, in particular those arising from in-surance policies. The rights arising from Sections 47, 48 of the German Insolvency Act (Insolvenzordnung, InsO) remain reserved.
(4) Upon BSC’s request, the customer shall disclose the assignment to the third party, hand over the required documents and provide the required information.
(5) When payments by the customer have been discontinued or a petition to open insolvency proceedings has been filed or in the case of out-of-court contract negotiations, the customer is no longer entitled to dispose of the goods subject to retention of title. If the customer fails to effect payments as set out in the contract, BSC may, without prejudice to other rights, withdraw from the contract and demand surrender of the property.
(6) BSC undertakes to release the securities to which it is entitled in accordance with the above provisions – at its discretion – to the extent that their value exceeds the claims to be secured. Unless agreed otherwise, the purchase price shall be authoritative for the realizable value of the collateral. In cases where a best-before date is applicable for the collaterals or where the collaterals products are hard to sell, a security discount of 20% shall be deducted from the purchase price to account for possible revenue shortfalls.
(7) Offsetting by the customer with counterclaims is only permissible where claims are undisputed or have been recognised by declaratory judgement.

5. Empties
Empties intended for reuse (e.g. crates, returnable bottles, pallets, etc.) are provided to the customer for the intended use only and must be returned to BSC or a third party designated by BSC without any delay. They remain the inalienable property of BSC. Additional labelling or markings shall in any case require the express consent of BSC. BSC is entitled to charge a deposit in the usual amount. Empties and pallets are to be re-turned in the same type and quality and in perfect condition. A corresponding deposit credit will be issued for properly returned empties, provided that a deposit has been charged. Non-returned empties will be charged at BSC’s discretion at an amount of at least 50% of the replacement price for new empties (to account for the “new for old” replacement), thereby setting off the deposit paid. The same applies if there is a negative balance of empties at the end of the business relationship. Notwithstanding the foregoing, BSC shall only be obliged to accept crates and pallets containing the intended and delivered bottles and crates in each case (sorted return-able empties).

6. Warranties and Liability
(1) In the event of a defect, the customer’s only remedy shall be to demand rectification or replacement from BSC. If BSC has not properly remedied the defect within a reasonable period of time or has not made a re-placement delivery free of defects within a reasonable period of time, the customer may withdraw from the contract or reduce the purchase price.
(2) Unless set out otherwise below, any further claims of the customer against BSC are excluded, irrespective of their legal basis. This applies in particular to claims for damages arising from breach of duty, delay, impossi-bility of performance and tort. BSC shall not be liable for damages that have not occurred to the delivered goods themselves, including but not limited to lost profits, unnecessary expenses or any other pecuniary loss of the customer.
(3) The above limitations of liability shall apply only to the extent permitted by law, i.e. excluding intent, gross negligence on the part of legal representatives or executives, and/or culpable breach of material contractual obligations. In the event of culpable breach of material contractual obligations (contractual obligations whose breach may compromise the purpose of the contract), BSC’s liability, except in cases of intent or gross negli-gence on the part of legal representatives or executives, shall be restricted to damage typical for the contract and reasonably foreseeable at the time the contract was concluded. Towards companies BSC shall not be liable in cases of simple negligence with regard to immaterial contractual obligations.
(4) Furthermore, in the event of defects in the delivered goods this limitation of liability shall not apply in cases where liability is assumed under the Product Liability Act (Produkthaftungsgesetz) for personal injury or proper-ty damage to items in private use.
(5) Any properties of the goods warranted by us relate to their conformity with the contract only. They do not constitute independent guarantee commitments under any circumstances. Where our legal representatives, employees or vicarious agents have warranted inaccurate properties due to simple negligence, we shall not be liable for any resulting damage.
(6) Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular cost of transport, travel, labour and materials, are excluded as far as the expenses are increased because the ob-ject of delivery was subsequently taken to a place other than the customer’s delivery address, unless such transfer corresponds to its intended use. Statutory rights of recourse on the part of the customer are subject to the condition that the customer has not entered into any agreements with their buyer that go beyond the statu-tory claims for defects. The other provisions contained in clause 7 shall apply accordingly to the scope of any claims under a right of recourse on the part of the customer.
(7) Any exclusion or limitation of liability shall also extend to the personal liability of BSC’s employees, staff, legal representatives and vicarious agents.
(8) Champagne must be stored horizontally, otherwise the cork will shrink and carbon dioxide will escape. Our bottled wines must also be stored horizontally. We do not assume liability for incorrectly stored bottles. Cham-pagne and wine bottles protested as corky will be reimbursed by us only if two thirds of its original content and also the cork itself are returned.
(9) Insofar as the exclusion of individual claims referred to in clause 6 is wholly or partially invalid due to man-datory statutory provisions now or in the future, this shall not affect the exclusion of the remaining claims.

7. Default in Acceptance
(1) If the customer is in default with the acceptance of even a partial delivery, we shall be entitled to withdraw from the entire contract or from parts thereof upon expiry of a grace period of two weeks or less set by us and to claim damages in lieu of performance in respect of the entire contract or the unfulfilled parts thereof. Where we do not make use of these rights, we may send or store objects of purchase whose acceptance is due to the customer at the latter’s expense and risk.
(2) If we claim damages for non-performance, the damages to be compensated shall amount to a lump sum of 20% of the gross purchase price, unless we prove a higher or the customer proves a lower damage amount.

8. No Exportation Liability
The goods delivered by BSC are only intended for distribution in the European Economic Area. If the goods are exported by the customer to areas outside the European Economic Area, we shall not assume any liability if the export of the goods infringes the industrial property rights of third parties. In the event of claims being as-serted against BSC for infringement of industrial property rights of third parties resulting from an export, the customer undertakes to fully indemnify BSC from third party claims and to reimburse BSC for all costs of a legal defence as well as to compensate BSC for any further damage resulting from the asserted claims.

II. Terms of Payment

1. Calculation of Prices
Deliveries are invoiced in Euro at the prices valid on the day of dispatch.

2. Terms of Payment
(1) The invoice amount shall be due immediately without any deductions. Payments shall be made exclusively by bank debit/SEPA company direct debit or, if the customer is a member of GES e.G., by central settlement. Cash discount is already reflected by and included in our prices. In any case, payment shall only be deemed to have been made after final crediting to our account.
(2) The claim to remuneration shall become statute-barred after five years, beginning with the end of the calen-dar year in which it arises.
(3) In the event of late payment, interest on arrears shall be charged in accordance with the statutory provi-sions.
(4) In the event of a returned cheque / return debit note, we charge a processing fee of EUR 13.00 as well as any costs charged to us by third parties.

III. Miscellaneous

1. Place of Performance, Jurisdiction, Applicable Law
Place of performance for deliveries and payments is Bremen, Germany. The parties agree the Courts of Bre-men as their place of jurisdiction. The laws of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods and other uniform laws on the international sale of goods shall not apply.

2. Written Form
Any deviations from these General Terms and Conditions of Sale must be made in writing. The same shall apply to any amendment to or cancellation of this written form clause.

3. Severability
In the event that any (partial) terms, conditions or provisions contained in any contract or these General Terms and Conditions of Sale are fully or partially invalid or unenforceable, this shall not effect the remaining terms, conditions or provisions. The invalid, void or unenforceable provision shall be replaced by an effective one re-flecting as closely as possible the commercial purpose originally envisaged by the parties. The same shall apply should any omission in the contract become apparent.

4. Data Privacy
The data of which we become aware in the course of your orders are stored in our EDP system and processed and handled in accordance with the German Personal Data Protection Act.

5. Term
Upon publication of this price list, all previous price lists and their general terms and conditions lose their validi-ty. All prices are net prices before / subject to VAT payable at the applicable legal rate and subject to confirmation.

Bremer Spirituosen Contor GmbH, March 2021