(1) These General Terms and Conditions (hereinafter referred to as “T”) 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 concluded contract is part of the customer’s business operations.

(2) The customer acknowledges and agrees to these T as soon as an order is placed. General terms and conditions or contractual terms of the customer that deviate from or contradict these T are not 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 regulations deviating from these T

§ 2 Conclusion of Contract

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

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

(3) Herbeus Greens GmbH is entitled to make partial deliveries and provide partial services at any time, unless 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 from Herbeus Greens GmbH are payable within 7 days from the date of invoicing. Herbeus Greens GmbH expressly reserves the right to deliver only against direct debit or bank transfer.

(2) In case of default in payment, the statutory default interest rate for business transactions (currently 13.08% p.a.) is agreed upon. Dunning charges will be levied for each necessary reminder; after three unsuccessful reminder attempts, the outstanding amount will be handed over to our lawyer or a collection agency for recovery. The appropriate collection costs incurred thereby shall be borne by the defaulting payer.

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

§ 4 Invoicing

(1) Invoices and reminders will be sent electronically as PDF documents to the email address provided by the customer. Postal delivery of the invoice will be waived.

(2) The customer is responsible for ensuring that electronic delivery of the invoice via email can take place properly and must adapt technical facilities such as filter programs or firewalls accordingly. Any automated electronic replies (e.g., an out-of-office notification) will not be taken into account and do not preclude valid delivery.

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

§ 5 Shipping Costs

(1) The ordered goods will be shipped free domicile from the warehouse to the delivery address provided by the customer. Herbeus Greens GmbH reserves the right to refuse orders or, at its discretion, to charge an order processing fee if the agreed minimum order quantities are not met.

(2) Depending on the country of delivery, customs duties may apply, which are then to be borne by the customer. Additional costs incurred for express orders or other special transport requests (shipping by express, courier, or comparable services) shall also be borne by the customer.

§ 6 Pallet Clause

(1) Between Herbeus Greens GmbH as sender and the customer as recipient, the exchange of EUR or EPAL pallets is agreed upon. Pallets are generally to be exchanged between the recipient and the sender on a quid pro quo basis.

(2) For goods delivered packed on Euro pallets (EUR or EPAL), the Euro pallets initially remain the property of the sender, unless these pallets were delivered freight-free by the recipient to the sender in advance or immediately exchanged upon delivery of the goods.

The exchange of pallets must be noted in writing and signed by both the sender and the recipient on the delivery note.

(3) The customer/recipient is obliged to return the same number of pallets in perfect condition to the sender with each delivery or to send these or equivalent Euro pallets freight-free back to the sender within 14 days of delivery. If this does not occur, the sender is entitled to invoice a corresponding number of Euro pallets at the time of the next billing according to the prices determined for the purchase of new pallets at that time according to https://wintergroup.com or otherwise at the respective current market prices.

(4) Upon transmission of the invoice, the customer’s right to return pallets related to the invoiced delivery to the sender expires.

(5) The claim for the return of pallets or for invoicing non-returned pallets expires within three years after the delivery of the last order placed by the customer with us.

§ 7 Set-off, Right of Retention

Set-off or other forms of offsetting are not permitted without the express written consent of Herbeus Greens GmbH. A right of retention by the buyer may only be exercised if the counterclaim is based on the same purchase contract.

§ 8 Delivery Period and Delay in Delivery

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

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

In all other cases, any liability is 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) Delivery takes place ex warehouse of Herbeus Greens GmbH, which is agreed upon 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 passes upon delivery of the goods to the forwarder, carrier, or any other person or institution designated for the execution of the shipment.

(3) If the customer defaults on acceptance, fails to perform any other act of cooperation, or if 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 made subject to retention of title. Herbeus Greens GmbH retains ownership of its goods deliveries until all claims arising from the respective purchase contract have been paid.

§ 11 Buyer’s Warranty Claims

(1) The customer’s warranty claims presuppose that the customer has complied with their statutory inspection and notification obligations (§ 377 UGB). Complaints regarding obvious defects or incorrect deliveries must be made immediately, and for hidden defects, immediately after they become known.

For goods complaints, a precise documentation of the damage or the reason for the complaint must be noted on the delivery note and recorded including photo evidence. The delivery note and photo evidence must be immediately sent to Herbeus Greens GmbH by email to office@herbeusgreens.com.

(2) The rectification of any defects shall be at the discretion of Herbeus Greens GmbH, either by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). During the rectification, the customer is not entitled to reduce the purchase price or withdraw from the contract.

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

§ 12 Other Liability

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

(2) We shall be liable for damages – regardless of the legal basis – only in cases of intent and gross negligence.

§ 13 Statute of Limitations

(1) The mutual claims of the contracting parties shall be subject to the statutory limitation periods, unless otherwise stipulated below.

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

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

(1) Herbeus Greens GmbH and/or its suppliers hold license or copyright rights to all images, films, and texts published on the website. Any use of the images, films, and texts is not permitted without the express consent of Herbeus Greens GmbH. This material/these data may not be copied, reproduced, republished, uploaded, sent, transmitted, or distributed in any other way, including email and other electronic means. Without prior written consent, the modification of data, information, and material, their use on other websites or on network-connected computer environments, as well as their use for purposes other than personal, non-commercial purposes, constitutes a violation of copyrights, trademarks, and other proprietary rights and is therefore prohibited. Herbeus Greens GmbH reserves the right to pursue criminal prosecution in case of copyright infringement. If necessary, a promotional material agreement must be concluded with Herbeus Greens GmbH beforehand.

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

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

§ 15 Choice of Law and Jurisdiction

(1) The applicability of Austrian substantive law is expressly and exclusively agreed upon, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and any referring conflict-of-law rules.

(2) The exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the court with subject-matter jurisdiction for our registered office. However, we are also entitled to file a lawsuit at the buyer’s general place of jurisdiction.

§ 16 Severability Clause

(1) Should individual provisions of these T be or become wholly or partially invalid, or should they contain a regulatory gap, the validity of the remaining provisions or parts of such provisions shall remain unaffected. It is the express will 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 regulations shall come into force.