GTC

General Terms and Conditions
of Thomas Henry GmbH (“GTC”)
 
§ 1 Scope of Application
  1. These GTC, also available at Thomas Henry Terms and Conditions, shall apply exclusively. Any deviating or conflicting terms and conditions shall not be recognized unless expressly agreed to by us in writing.
  2. These GTC shall also apply to all future transactions between the parties and shall remain applicable even if we perform delivery with knowledge of deviating or conflicting terms and conditions.
  3. These GTC apply exclusively vis-à-vis entrepreneurs (Unternehmer), legal entities under public law, or special funds under public law within the meaning of Section 310 para. 1 German Civil Code (BGB).
  4. Individual agreements (e.g. framework supply agreements, quality assurance agreements) and specifications contained in our order confirmations shall take precedence over these GTC. Trade terms shall, in case of doubt, be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce (ICC), Paris, in the version valid at the time of conclusion of the contract.
  5. Legally relevant declarations and notices by the seller relating to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing. “Written form” within the meaning of these GTC includes written and text form (e.g. letter, email, fax). Statutory formal requirements and further evidence requirements, particularly in cases of doubt regarding the legitimacy of the declaring party, shall remain unaffected.
  6. References to the applicability of statutory provisions are for clarification purposes only. Accordingly, statutory provisions shall apply even without such clarification unless they are expressly modified or excluded in these GTC.
 
 
§ 2 Offer and Acceptance
Insofar as an order constitutes an offer within the meaning of Section 145 BGB, we shall be entitled to accept such offer within a period of two weeks.
Unless expressly designated as binding, our offers in brochures, on the website, or otherwise are non-binding. By placing an order, the customer submits a binding offer to purchase the relevant product.
 
 
§ 3 Prices and Payment
  1. Delivery shall be made at the daily prices/list prices applicable to the respective customer group on the date of delivery or at the agreed selling prices. Unless otherwise expressly agreed, our prices are ex works, plus the applicable statutory VAT and excluding packaging costs.
Price changes shall become effective upon notification to the customer. Upon entry into force of a new price list, all previous price lists and any other pricing agreements shall cease to apply. Prices are net prices and exclude, in particular, VAT, customs duties, and any other taxes.
  1. Unless otherwise agreed, the purchase price shall be due for payment immediately upon invoicing without deduction. In the event of default, interest shall be charged at a rate of 9 percentage points above the applicable base interest rate per annum. We reserve the right to assert further damages caused by default.
 
 
§ 4 Set-Off and Retention Rights
The buyer shall only be entitled to set-off rights insofar as its counterclaims are undisputed or have been finally adjudicated. The buyer may exercise rights of retention only insofar as its counterclaims arise from the same contractual relationship.
 
 
§ 5 Delivery
  1. Delivery is subject to the timely and proper fulfillment of the buyer’s obligations. The defense of non-performance of contract remains reserved.
  2. In the event of default in acceptance or any other culpable breach of duties to cooperate by the buyer, we shall be entitled to claim compensation for the resulting damages, including any additional expenses incurred. Further claims remain reserved.
In such cases, the risk of accidental loss or accidental deterioration of the goods shall pass to the buyer at the time of default in acceptance or other breach of duties to cooperate.
  1. Industrial disputes, partial or total failure of production resources, delays in supply thereof, transport disruptions, or other force majeure events shall entitle Thomas Henry to postpone delivery for the duration of the disruption or delay plus a reasonable restart period. The same shall apply in cases of seasonal excess demand.
  2. We reserve the right to correct and timely self-supply. In the event of non-availability of the service, we shall inform the buyer without undue delay. Any consideration already paid shall be reimbursed immediately.
If the customer collects goods or other items itself, it shall be obliged to load them securely for transport onto suitable vehicles, even if employees of Thomas Henry or affiliated companies assist in the loading process. The customer shall indemnify these companies and their employees against all damages and third-party claims in this respect.
 
 
§ 6 Transfer of Risk and Shipment
If the goods are shipped at the buyer’s request, the risk of accidental loss and accidental deterioration of the goods shall pass to the buyer upon dispatch.
 
 
§ 7 Retention of Title
  1. The goods shall remain our property until full payment of all claims has been received. In the event of breach of contract by the buyer, including payment default, we shall be entitled to repossess the goods.
  2. The buyer shall handle the goods with due care, adequately insure them, and, where necessary, maintain them properly.
  3. As long as the purchase price has not been paid in full, the buyer shall immediately notify us in writing if the goods become subject to third-party rights or other third-party interference.
  4. The buyer shall be entitled to resell goods subject to retention of title in the ordinary course of business. In such case, the buyer hereby assigns to us all claims arising from such resale, irrespective of whether the reserved goods are resold before or after processing.
Notwithstanding our authority to collect such claims ourselves, the buyer shall remain authorized to collect the claims after assignment. In this connection, we undertake not to collect the claims as long as and insofar as the buyer duly fulfills its payment obligations, no insolvency or similar proceedings have been initiated, and no suspension of payments exists.
  1. If the value of the securities exceeds the secured claims by more than 10%, we shall, at the buyer’s request, release securities at our discretion.
 
§ 8 Quality and Warranty
Thomas Henry supplies beverages of impeccable quality manufactured in compliance with applicable statutory regulations.
Complaints regarding quantities or prices stated on delivery notes and/or invoices — including pallet deliveries — must be asserted upon receipt of the goods, but no later than within 10 days. In the event of delayed notification, the customer shall lose the right to replacement delivery or credit note issuance.
  1. Any warranty rights of the buyer further require proper compliance with all inspection and notification obligations pursuant to Section 377 German Commercial Code (HGB).
The buyer shall inspect the goods immediately and carefully upon delivery for defects concerning quantity and quality of delivered and returned containers (filled and empty goods), transport equipment (beverage components; other deposit containers), product types and varieties, including the remaining shelf life guaranteed by us until the best-before date of the delivered goods.
Any complaint in this regard must be notified immediately; otherwise, the goods shall be deemed approved in this respect.
Other defects must be asserted in writing within three working days after delivery, except for defects not detectable during proper inspection. Such hidden defects must be notified in writing within three working days after discovery. Timely dispatch of the notice shall suffice for compliance with the deadline. Otherwise, warranty claims shall be excluded.
  1. Warranty claims may be asserted within 12 months after transfer of risk.
  2. In the event of defects in the goods, the buyer shall be entitled to subsequent performance in the form of defect rectification or replacement delivery. If subsequent performance fails, the buyer shall be entitled to reduce the purchase price or withdraw from the contract.
  3. The buyer shall verify account balance confirmations, empty goods balances, and other statements for correctness and completeness. Objections must be raised immediately and are excluded one month after receipt of the statement. Otherwise, such statements shall be deemed approved.
 
§ 9 Liability
  1. In cases of intent or gross negligence on our part or on the part of our representatives or vicarious agents, we shall be liable in accordance with statutory provisions, as well as in cases of culpable breach of essential contractual obligations.
Unless the breach of contract was intentional, our liability for damages shall be limited to the foreseeable, typically occurring damage.
  1. Liability for culpable injury to life, body, or health and liability under the German Product Liability Act shall remain unaffected.
  2. Unless expressly provided otherwise above, our liability shall be excluded.
 
§ 10 Returnable Packaging and Empties
  1. Returnable empties intended for reuse (e.g. crates, reusable bottles, kegs, CO₂ cylinders, pallets, etc.) are provided to the customer exclusively for their intended use and must be returned immediately to Thomas Henry or a third party designated by Thomas Henry.
Such items remain the inalienable property of Thomas Henry or the producing bottler. Additional labeling requires the express consent of Thomas Henry in all cases.
Thomas Henry shall be entitled to charge customary deposits for products supplied by Thomas Henry. Empty containers and pallets must be returned in the same type and quality and in proper condition.
For properly returned empties supplied by us, a corresponding deposit credit shall be issued. Unless otherwise agreed separately, the deposit amount shall generally be offset against the current order value of the respective delivery.
Non-returned empties shall be charged at the reasonable discretion of Thomas Henry, but at least at 50% of the replacement value for new empties (“deduction new for old”), offsetting any deposit already paid. The same applies if a negative empties balance exists upon termination of the business relationship.
Irrespective thereof, Thomas Henry is only obliged to accept crates and pallets together with the bottles and crates intended and supplied for them (so-called sorted reusable empties).
  1. Deliveries are generally made on pallets which remain the property of us or our logistics service provider. They must be handled carefully and returned emptied and, if necessary, cleaned upon the next delivery without request.
Transport equipment not returned shall be charged at replacement value (new value). Such deposit amount shall also be offset against the current order value of the delivered full goods.
To comply with food hygiene regulations, we may only accept pallets and other transport equipment if they are free from paper, foil, food residues, and similar contamination. Only in this way can we ensure optimum delivery quality for all customers.
There is no statutory or regulatory obligation for us as distributor to dispose of waste.
 
 
§ 11 German Packaging Act (VerpackG) Notice and Return Obligations
  1. Single-use packaging of Thomas Henry GmbH participates in a system pursuant to the German Packaging Act (VerpackG) and is duly licensed. Registration with the Central Agency Packaging Register Foundation (LUCID) is maintained under registration number DE4012670246749.
  2. Transport packaging within the meaning of Section 15 VerpackG (e.g. cartons, outer packaging, protective foils) is transferred to the customer for disposal at its own responsibility. Return shall only occur upon express prior agreement. Any statutory return obligation is hereby excluded to the extent permitted by law (Section 15 para. 1 sentence 4 VerpackG).
  3. The customer is obliged to dispose of transport packaging properly after emptying in accordance with applicable legal provisions. Disposal costs shall be borne by the customer unless otherwise agreed.
§ 12 Applicable Law, Jurisdiction, Data Protection
  1. These GTC and the contractual relationship shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. If the buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive — including international — place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Berlin unless otherwise agreed.
The same shall apply if the buyer is an entrepreneur within the meaning of Section 14 BGB.
However, we shall also be entitled in all cases to bring proceedings at the place of performance of the delivery obligation pursuant to these GTC or an overriding individual agreement, or at the buyer’s general place of jurisdiction. Mandatory statutory provisions, particularly regarding exclusive jurisdiction, shall remain unaffected.
  1. The contracting parties shall comply with applicable data protection regulations, in particular Regulation (EU) 2016/679 (GDPR) and the German Federal Data Protection Act (BDSG).
Thomas Henry GmbH processes the buyer’s personal data for purposes of contract performance pursuant to Art. 6 para. 1 lit. b GDPR.
Furthermore, the buyer consents to the collection, storage, and transfer of its data to affiliated companies and third parties engaged for contract performance, particularly transport companies.
Such consent also includes transfer to industry-specific credit agencies for purposes of credit assessment and payment processing as well as the use of anonymized or pseudonymized data for internal marketing purposes. This consent may be revoked at any time with future effect.
The buyer has the right to information, rectification, deletion, restriction of processing, and objection to the processing of personal data. These rights may be exercised at any time via email to [email protected] or by postal mail (see also Thomas Henry Privacy Policy). Consent to data processing for advertising purposes may be revoked at any time.
 
§ 13 Final Provisions
  1. Amendments: Amendments, supplements, or cancellations of these GTC or the contract shall only be effective if made in text form and signed or confirmed by both parties (email/fax sufficient). This shall also apply to amendments of this provision itself.
  2. Waiver: Failure by the seller to exercise rights under these GTC or the contract shall not constitute a waiver. An express waiver of contractual rights shall only be effective for the specific individual case to which it relates.
  3. Severability: Should any provision of these GTC prove incomplete, unlawful, or unenforceable, the remaining provisions shall remain valid provided that the essential provisions remain complete, lawful, and enforceable and reflect the parties’ original commercial intent. The same shall apply in the event of contractual gaps.
  4. Entire Agreement: These GTC and the contract constitute the complete and final agreement between the parties regarding the matters described herein. Any prior oral or written agreements, contracts, statements, or understandings are superseded unless expressly incorporated into the contract.

 

[Version 08/2025]