General terms and conditions

§ 1    Scope of application

(1)      These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all business relationships between Herbeus Greens GmbH (hereinafter also referred to as “Herbeus Greens” or “we/us”) and its commercial customers (B2B), provided that the respective contract concluded is part of the customer’s business. 

(2)     The customer acknowledges these GTC and agrees to them as soon as he places an order. General terms and conditions or contractual conditions of the customer that deviate from or contradict these GTC shall not be recognized unless Herbeus Greens GmbH has expressly agreed to their validity in writing. Acts of contract fulfillment shall under no circumstances be deemed as consent to provisions deviating from these GTC.

§ 2    Conclusion of contract

(1)       Offers from Herbeus Greens are subject to change and non-binding.

(2)       The order placed by the customer for the desired goods constitutes a binding offer to conclude a purchase contract. A contract is only concluded after acceptance by sending an order confirmation by Herbeus Greens GmbH. The customer will be informed of the acceptance by Herbeus Greens GmbH by e-mail. If ordered goods are not or only partially available, the customer will be informed immediately. 

(3)       Herbeus Greens GmbH is entitled to make partial deliveries and render partial services at any time, unless the partial delivery or partial service has been expressly excluded in writing beforehand. Partial deliveries or partial services may be invoiced separately.

§ 3    Terms of payment

(1)     Invoices of Herbeus Greens GmbH are payable within 7 days from the date of invoice. Herbeus Greens GmbH expressly reserves the right to deliver only against direct debit or by bank transfer.

(2)     In the event of default of payment, the statutory default interest rate for business transactions (currently 13.08% p.a.) shall apply. Reminder fees will be charged for each reminder required; after three unsuccessful reminder attempts, the outstanding amount will be handed over to our lawyer or a debt collection agency for collection. The appropriate collection costs incurred shall be borne by the defaulting payer.  

(3)     If it becomes apparent after conclusion of the contract that payment of the purchase price is jeopardized by the buyer’s inability to pay, we shall be entitled to refuse performance and withdraw from the contract in accordance with § 1052 ABGB.

§ 4    Invoicing

(1)      Invoices and reminders shall be sent electronically as a PDF document to the email address provided by the customer. The invoice will not be sent by post. .

(2)     The customer is responsible for ensuring that the invoice can be properly sent electronically by email and must in particular adapt technical equipment such as filter programs or firewalls accordingly. Any automated electronic replies (e.g. an out-of-office note) shall not be taken into account and shall not prevent valid delivery.

(3)     The customer must immediately notify us in writing of any changes to the e-mail address to which the invoices are to be sent. Until then, invoices sent to the email address last notified by you shall be deemed to have been received.

§ 5    Shipping costs

(1)     The ordered goods shall be shipped free ex warehouse to the delivery address specified by the customer. Herbeus Greens GmbH reserves the right to refuse orders if the agreed minimum order quantities are not reached or to charge a flat-rate order processing fee at its discretion.

(2)     Depending on the country of delivery, customs duties may be incurred under certain circumstances; these shall then be borne by the customer. The additional costs incurred for express orders or for other additional requests regarding transportation (dispatch by express, courier or comparable services) shall also be borne by the customer.

§ 6    Pallet clause

(1)       The exchange of pallets for EUR or EPAL pallets shall be deemed agreed between Herbeus Greens GmbH as consignor and the customer as consignee. Pallets are to be exchanged between consignee and consignor on a step-by-step basis.

(2)       In the case of goods delivered packed on Euro pallets (EUR or EPAL), the Euro pallets shall initially remain the property of the consignor, unless these pallets have been delivered carriage paid by the consignee to the consignor in advance or exchanged immediately upon delivery of the goods.

The exchange of the pallets must be noted and signed in writing on the delivery bill by the consignor and the consignee. 

(3)        The customer/consignee is obliged to return the same number of pallets in perfect condition to the consignor with each delivery or to return these or equivalent Euro pallets to the consignor carriage paid within 14 days of delivery. If this is not done, the consignor shall be entitled to invoice a corresponding number of Euro pallets at the time of the next settlement at the prices determined for the purchase of new pallets at that time in accordance with https://wintergroup.com or otherwise at the current market prices.

(4)       Upon transmission of the invoice, the customer’s right to return pallets relating to the invoiced delivery to the shipper shall expire. 

(5)       The claim for the return of pallets or for the invoicing of unreturned pallets shall expire three years after delivery of the last order placed with us by the customer. 

§ 7     Offsetting, right of retention

Offsetting or other forms of offsetting are not permitted without the express written consent of Herbeus Greens GmbH. The buyer may only exercise a right of retention if the counterclaim is based on the same purchase contract.

§ 8    Delivery period and delay in delivery

(1)     The delivery dates or deadlines are generally non-binding, unless they have been expressly agreed as binding.

(2)     In the event that binding delivery dates and deadlines have been agreed and these cannot be met even after a reasonable grace period has been set, the liability of Herbeus Greens GmbH is excluded if the delay in delivery or performance is due to a case of force majeure or to events for which Herbeus Greens GmbH is not responsible.

In all other cases, any liability shall be limited to five percent of the invoice value of the delivery or service affected by the delay. 

§ 9    Delivery, transfer of risk, acceptance, default of acceptance

(1)     (1) Delivery shall be ex warehouse of Herbeus Greens GmbH, which is agreed as the place of performance. At the Buyer’s request, the goods will be shipped to another destination.

(2)     The risk of accidental loss and accidental deterioration of the goods shall pass to the customer when the goods are handed over to the forwarding agent, carrier or other person or institution designated to carry out the shipment.

(3)     If the customer is in default of acceptance, fails to cooperate in any other way or if the delivery is delayed for other reasons for which the customer is responsible, Herbeus Greens is entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).


§ 10 Retention of title

(1)     All deliveries are subject to retention of title. Herbeus Greens GmbH retains title to its deliveries of goods until all claims arising from the respective purchase contract have been paid.

§ 11   Warranty claims of the buyer

(1)       Warranty claims of the customer require that the customer has complied with his statutory inspection and complaint obligations (§ 377 UGB). Complaints about obvious defects or incorrect deliveries must be made immediately, and in the case of hidden defects immediately after they become known.

In the case of complaints about goods, precise documentation of the damage or the reason for the complaint must be noted on the delivery bill and recorded, including photographic evidence. The delivery bill and photo evidence must be sent to Herbeus Greens GmbH immediately by e-mail to office@herbeusgreens.com.

(2)    Herbeus Greens GmbH may choose to rectify any defects either by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery). During the improvement, the customer is not entitled to reduce the purchase price or to withdraw from the contract.

(3)     Claims for damages due to a defect can only be asserted if the improvement has failed. 

§ 12   Other liability

(1)     Unless otherwise stated in these GTC including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

(2)     We shall only be liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence. 

§ 13   Statute of limitations

(1)      The reciprocal claims of the contracting parties shall become statute-barred in accordance with the statutory provisions, unless otherwise stipulated below.

(2)     Notwithstanding § 933 ABGB, the general limitation period for warranty claims shall be one year from delivery.

§ 14   Copyrights/Consent pursuant to §107 TKG/Data protection

(1)     Herbeus Greens GmbH and/or its suppliers have license rights or copyrights to all images, films and texts published on the website. Use of the images, films and texts is not permitted without the express consent of Herbeus Greens GmbH. This material/data may not be copied, reproduced, republished, uploaded, sent, transmitted or distributed in any other way, including by e-mail or other electronic means. Without prior written consent, the modification of the data, information and material, their use on other websites or networked computer environments and their use for other than personal, non-commercial purposes is a violation of copyright, trademark and other proprietary rights and is therefore prohibited.

Herbeus Greens GmbH reserves the right to prosecute any infringement of copyright. If necessary, an advertising material agreement must be concluded with Herbeus Greens GmbH in advance.

(2)     The customer agrees to receive messages from Herbeus Greens GmbH or from companies commissioned by Herbeus Greens GmbH for advertising purposes in accordance with § 107 of the Telecommunications Act (TKG). This consent can be revoked by the customer at any time.

(3)     Herbeus Greens GmbH assures to observe the relevant legal norms when collecting, processing and using the customer’s personal data. Only the data required for the use of Herbeus Greens services will be collected and stored. Personal data is treated confidentially. They will only be passed on to third parties if this is necessary for the purpose of processing the contract.

§ 15   Choice of law and place of jurisdiction

(1)     It is expressly and exclusively agreed that Austrian substantive law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and any reference norms relating thereto..

(2)     The exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the competent court for our registered office. However, we are also entitled to bring an action at the Buyer’s general place of jurisdiction.

§ 16   Severability clause

(1)     Should individual provisions of these GTC be or become invalid in whole or in part, or should they contain a loophole, the validity of the remaining provisions or parts of such provisions shall remain unaffected. It is the express intention of the parties to maintain the validity of the remaining contractual provisions under all circumstances. In place of the invalid or missing provisions, the respective statutory provisions shall come into force..