AGB

1.1 These GTC apply to all contracts between Purité GmbH, registered in Karlsruhe (Germany), hereinafter referred to as “Seller”, and the Customer.

1.2  These GTC are exclusively governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), unless mandatory consumer protection provisions require otherwise.

1.3  All orders are fulfilled subject to the following terms and conditions. Any deviating, conflicting, or supplementary general terms and conditions of the Customer shall not form part of the contract unless the Seller expressly agrees to their application in writing. Verbal agreements shall only be effective upon written confirmation by the Seller.

1.4  Customers include both commercial entities and consumers.

1.5  Commercial entities within the meaning of these GTC and in accordance with Section 14 of the German Civil Code (BGB) are natural or legal persons or legally capable partnerships acting in the exercise of their commercial or independent professional activities.

1.6  Consumers within the meaning of these GTC and in accordance with Section 13 of the German Civil Code (BGB) are natural persons who are not acting in the exercise of a commercial or independent professional activity.

1.7  Delivery refers to the handover of the ordered beverages to the Customer or to a receipt or dispatch location designated by the Seller. Incoterms shall apply in their respective current version.

1.8  Contract manufacturing (toll filling) refers to the production of beverages by third-party providers (contract fillers/toll fillers) in accordance with the contractually agreed product design, formulations, quality standards, and specifications.

1.9  Products refers to beverages developed or commissioned by the Seller and sold under the Seller’s own brand.

2.1 All product and price information on the Seller’s website or in the Seller’s quotations is non-binding and subject to change, unless expressly marked as binding.

2.2  The legal relationship between the Seller and the Customer is governed solely by the written purchase contract, including these General Terms and Conditions of Delivery. This contract constitutes the entire agreement between the parties regarding its subject matter. Verbal representations made by the Seller prior to the conclusion of this contract are not legally binding, and any verbal agreements between the parties are superseded by the written contract, unless otherwise expressly agreed between the parties.

2.3  Amendments and modifications to the agreements made, including these General Terms and Conditions, shall only be effective if made in writing. Transmission by telecommunication means, in particular by email or fax, shall be sufficient to meet the written form requirement.

2.4  Information provided by the Seller regarding the subject matter of the delivery or service (e.g.weights, dimensions, utility values, load capacities, tolerances, and technical data) and any representations thereof (e.g. drawings and illustrations) are approximate only, unless exact conformity is required for the intended contractual purpose. They do not constitute guaranteed characteristics but rather descriptions or identifications of the delivery. Commercially standard deviations and deviations resulting from legal requirements or representing technical improvements are permissible, provided they do not impair the fitness for the contractually intended purpose.

2.5  The contract is concluded upon the Seller’s order confirmation or upon delivery of the goods.

2.6  For contracts with consumers within the meaning of Section 13 BGB, the Customer will be expressly and separately informed of their right of withdrawal. No voluntary right of withdrawal is granted to commercial entities.

3.1  The Seller organises product development, formulation, quality controls, the selection of suitable contract filling facilities (contract manufacturing), and the subsequent worldwide distribution of the products.

3.2  The specific scope of delivery is determined by the order and the product description.

3.3  The Seller reserves the right to make reasonable changes to technical specifications, ingredients, packaging, or manufacturing processes, provided such changes do not result in a material impairment of the contractually agreed characteristics.

3.4  Contract filling is carried out by audited partner facilities. The Seller remains responsible to the Customer for quality, regulatory compliance, and brand management.

4.1 Prices apply to the scope of services and deliveries specified in the order confirmations. Additional or special services will be invoiced separately.

4.2  All prices are quoted in Euro (EUR), net, plus applicable statutory value added tax. Unless otherwise agreed, shipping costs and any customs duties or levies applicable to exports outside the EU territory will be invoiced separately.

4.3  Unless otherwise agreed, payments are due within 14 days of the invoice date. The Seller is entitled to require an advance payment (prepayment) of 80% of the total price prior to rendering the service. The remaining 20% is due upon provision of the service.

4.4  In the event of late payment, statutory default interest shall apply. The Seller is entitled to withhold further deliveries until all outstanding amounts have been settled.

5.1  Shipping and delivery terms are governed by the respective order and the agreed Incoterms in their current version. Unless expressly agreed otherwise, “EXW” (Ex Works) shall apply for transport and transfer of risk.

5.2  The Customer is responsible for compliance with all import and export regulations and obtaining any required permits, and shall bear all applicable customs duties and levies. The Seller will provide the necessary information for this purpose to the extent possible.

5.3  Unless otherwise agreed, risk of deterioration or loss of the goods passes to the Customer upon the goods being made available at the designated location of the contract filler or production facility.

5.4  Delivery is deemed completed once the goods have been handed over to the freight carrier or transporter at the designated dispatch location.

5.5  Storage costs incurred after the goods have been made available shall be borne by the Customer. If storage is provided by the Seller, storage costs amount to 0.5% of the invoice value of the goods to be stored per commenced week. The right to assert and prove higher or lower storage costs remains reserved.

5.6  The Seller will only arrange insurance of the consignment against theft, breakage, transport, fire, and water damage or other insurable risks at the express request of the Customer and at the Customer’s expense.

5.7  The Seller shall determine the appropriate packaging and method of dispatch for transport at its own discretion depending on the order.

5.8  Delivery dates stated by the Seller are non-binding unless expressly confirmed in writing as binding.

6.1  The delivered goods remain the property of the Seller until full payment of all claims arising from the contract has been received.

6.2  The retention of title extends to the confirmed quantities of delivered beverages as well as to all future claims arising from the same legal basis (e.g. supplementary deliveries, returns, ancillary claims), including interest, costs, and reimbursement of expenses.

6.3  In the case of ongoing accounts, title to the goods remains with the Seller until final settlement.

6.4  Without prior written consent from the Seller, the Customer may neither pledge the goods subject to retention of title nor transfer ownership of them as security.

7.1  Obvious defects must be reported to the Seller in writing without undue delay.

7.2  In the case of justified defects, the Seller shall, at its discretion, provide a replacement or remedy the defect.

7.3  If the Customer is a commercial entity, the warranty period is limited to one year from the date of transfer of risk. For consumers, the statutory warranty period applies.

8.1  The Customer, where acting as a commercial entity, undertakes to comply with all applicable food law regulations in the respective distribution territory. In particular, labelling requirements, import regulations, and consumer protection provisions must be observed.

8.2  The Seller warrants compliance with the food law regulations of the European Union.

8.3  The Customer must not modify or mislabel products. Labelling shall comply with the legal requirements of the place of dispatch. Labels must be kept legible, permanent, and unaltered.

9.1  The Customer, where acting as a commercial entity, undertakes to ensure the traceability of the delivered products.

9.2  Batch numbers must be documented by the Customer and made available upon request.

10.1 The Customer, where acting as a commercial entity, is obliged to inform the Seller without undue delay of any potential risks or complaints.

10.2 In the event of a recall, the Customer has an active duty to cooperate.

10.3 The costs of the recall shall be borne by the party within whose area of responsibility the cause for the recall lies.

10.4 The Customer is obliged to take appropriate measures to limit any damage.

11.1 The Seller shall be liable for intent and gross negligence in accordance with statutory provisions.

11.2 Liability for consequential damages, loss of profit, or indirect damages is excluded to the extent permitted by law.

11.3 Total liability is limited to the order value, unless higher amounts are required by law or agreed contractually.

11.4 Liability under mandatory statutory provisions (in particular product liability law) remains unaffected.

12.1 All amendments to the contract must be made in writing.

12.2 Supplementary agreements shall only be deemed incorporated once both parties have confirmed them in writing.

13.1 Personal data is processed exclusively within the framework of applicable data protection law and solely for the purposes of contract processing and fulfilment, customer service and communication, and compliance with statutory obligations.

13.2 The data processed includes contact data, contractual and billing data, as well as communication content.

13.3 Data is only disclosed to third parties within the scope of the described contractual purpose and where necessary for the performance of the contract.

13.4 Personal data is retained in accordance with statutory requirements for as long as necessary for the purpose of processing.

13.5 Further information on data protection can be found here:
Customer information on data protection

14.1 In the event that any provision of these GTC is found to be invalid, the remainder of the contract shall continue to be valid and enforceable.

14.2 If the invalidity of a provision is based on a measure of performance or time (period or deadline) stipulated therein, the provision shall be deemed agreed with a legally permissible measure closest to the original.

15.1 The place of performance and fulfilment is the destination of delivery in accordance with the agreed Incoterms. Unless otherwise agreed, this shall be the registered office of the contract filler.

15.2 The exclusive place of jurisdiction for all disputes arising from this contractual relationship is the registered office of the Seller. The law of the Federal Republic of Germany shall apply.

15.3 If the Customer is a consumer, the statutory place of jurisdiction shall apply.

15.4 In the event of any discrepancy or divergence in interpretation between this English translation and the German version of these GTC, the German version shall prevail.