A. General Terms and Conditions of Business for all Performances and Services of Liquid Grape
1. Scope of validity
(1) The Terms and Conditions of Contract of LIQUID GRAPE GMBH (hereinafter also: “Liquid Grape”, “we”), set out below with contract partners (hereinafter: “Buyer”, “Purchaser”, “Client”, “you”) apply on an exclusive basis for all business relations with Liquid Grape GmbH, in particular for consultancy services, delivery performances, warehousing services and sales on behalf of the Client.
(2) These General Terms and Conditions of Sale also apply for all future deliveries, services or offers to the Client, even if they are not expressly agreed once more, if and in so far as the further services are rendered within the scope of an ongoing business relationship.
(3) Terms and conditions of business of the Client or of third parties shall not apply. Accordingly, not only terms and conditions of business which are contradictory to these General Terms and Conditions of Sale but also such as amplify these are excluded. Contradictory and/or amplifying terms and conditions of business shall only apply if we have expressly consented to the same.
(4) For the purposes of these General Terms and Conditions of Business, a consumer is any natural person who concludes the contract for a purpose which cannot be attributed to either his commercial or independent professional activities (§ 13 BGB – Bürgerliches Gesetzbuch – German Civil Code) and a “businessman” is any natural person or legal entity or partnership with legal capacity acting in the conclusion of the contract in the exercise of his or its commercial or independent professional activities (§ 14 (1) BGB).
(5) The contracts with the Customer are concluded exclusively in German or English. In each case, the language used in the initiation and the conclusion of the contract shall apply. Accordingly, if the order of the Customer is placed via our German website or in German in any other way, exclusively the German version of these General Terms and Conditions of Business shall be authoritative. If the order is placed via our English website or in English in any other way, exclusively the English version of these General Terms and Conditions of Business shall be authoritative.
2. Set-off and right of withholding
The set-off against counter-claims of the Client and/or the assertion of any rights of withholding by the Purchaser shall only be admissible in so far as the counter-claims are undisputed or have been judicially decided and are final and legally binding.
3. Liability for damages on account of fault
(1) The liability of Liquid Grape for damages shall, in so far as fault is a relevant factor in this respect, be limited in accordance with the provisions of this Clause.
(2) In the case of deliberate intent, gross negligence, the issue of a guarantee for the quality and condition of the goods, or on account of injury to life, limb or health or under the Produkthaftungsgesetz [Product Liability Act] or in so far as the claim relates to a breach of fundamental contractual obligations (cardinal duties), Liquid Grape shall be liable without limitation and in accordance with the statutory provisions. Fundamental contractual duties are obligations, the fulfilment of which is a basic pre-requisite for the proper performance of the contract in the first place and upon compliance with which the contract partner is entitled to rely.
(3) In all other respects, liability is excluded.
(4) In so far as Liquid Grape is liable for damages in substance, this liability shall be limited to such damage as was foreseeable at the time of conclusion of the contract as a possible consequence of a breach of contract or to such damage which Liquid Grape, applying the customary due care and attention, should have foreseen. Indirect damage and consequential damage arising from deficiencies in the object of delivery shall furthermore only be eligible for compensation in so far as such damage is typically to be expected where the goods supplied are used for their intended purpose. The amount of the damage shall furthermore be limited to damage typically arising, having regard to the type of contract.
(5) The above-mentioned exclusions and limitations of liability shall apply in the same scope in favour of the organs, statutory representatives, employees and other vicarious agents of Liquid Grape.
4. Changes to the General Terms and Conditions of Business
Liquid Grape shall be entitled unilaterally to change these General Terms and Conditions of Business in so far as these changes are made in order to adapt these General Terms and Conditions of Business to changed statutory provisions or changes in case law or to adapt them to case law and statutory provisions already existing or to technical changes.
In addition, Liquid Grape may change these General Terms and Conditions of Sale provided that the commercial practice in the business field which these Terms and Conditions of Business concern does not significantly change and the change is not so significant that it considerably reshapes the contractual framework.
We will inform the Buyer of any change and notify it at the same time of the content of the amended provisions. The change shall become an integral part of the contract unless the Buyer objects to its inclusion in the contractual relationship by notice to us in written or text form within four weeks following receipt of the notice of change. Should the Buyer raise any objection, the General Terms and Conditions of Sale originally included in the relationship with him shall continue to apply.
5. Information concerning data processing
a) Scope of application
This information concerning data protection applies for the data processing by the controller within the meaning of the data protection provisions, namely
LIQUID GRAPE GMBH
Große Elbstr. 38
Commercial register: HRB 158979
District court Hamburg
VAT ID: DE326023794
Directors: Marianne Höger and Henrik Maaß
b) Nature of the data collected
If you instruct us to perform any of the services offered by us, we collect the following information: your name, address, telephone number and valid e-mail address. In addition, in all cases relating to the despatch of alcoholic beverages to the Customer, we will request a copy of his official identification card and collect further data (for example: PostID and other verifications of age and identity) in order to verify the identity and the age of the Customer.
c) Purpose of the collection and processing of data
This data is collected in order to provide the consultancy, warehousing, sales and/or delivery services commissioned by you, for correspondence with you and for invoicing purposes. The collection of data is furthermore carried out in order to implement the provisions of the Jugendschutzgesetz [Youth Protection Act].
d) Legal basis for the data processing
The data processing is carried out in response to your enquiry and is necessary, pursuant to Art. 6 (1), sentence 1 (b) GDPR, for the specified purposes for the mutual performance of obligations under the contract of engagement.
e) Duration of the storage
The personal data collected will be stored by us as long as is necessary in order to achieve the purpose of performance of the contractual obligations existing between us and yourself unless the underlying contract is previously validly terminated.
Except where statutory duties of retention preclude the same, we erase the personal data collected following the end of our contractual relationship unless otherwise provided in our contract, in particular in relation to the naming of references. In our accounts section, invoices issued to you will be stored for the period stipulated under the respective statutory retention obligations.
f) Forwarding of data to third parties
Personal data will not be transmitted to third parties for purposes other than those set out below. In so far as is necessary pursuant to Art. 6 (1), sentence 1, (b) GDPR for the performance of our obligations under our contractual relationship with you, your personal data will be forwarded to third parties. This includes, in particular, the forwarding of data to warehouse operators and delivery agents. In addition, your data will be transmitted to an external accounting service.
g) Transmission to third countries
Your personal data will be transmitted to Switzerland and/or the United Kingdom, where we operate warehouses, if and in so far as this is necessary for the fulfilment of our obligations.
h) Data subject rights
You have the right:
- pursuant to Art. 7 (3) GDPR at any time to withdraw any consent you may already have given. This means that the data processing carried out on the basis of this consent may not and will no longer be carried out in the future;
- pursuant to Art. 15 GDPR to demand information about your personal data processed by us. In particular, you may demand information about the purposes of the processing, the categories of the personal data concerned, the categories of recipients to whom your data has been or will be disclosed, the envisaged period for which the data will be stored, the existence of your right to request rectification or erasure of personal data or restriction of processing the same or objection to such processing, the existence of your right to lodge a complaint with a supervisory authority, the source of your data, in so far as this is not collected by us, and also about the existence of any automated decision-making, including profiling, and, where appropriate, meaningful information regarding the details of the same;
- pursuant to Art. 16 GDPR to demand the immediate rectification of inaccurate or incomplete personal data concerning you which is stored by us;
- pursuant to Art. 17 GDPR to demand the erasure of personal data concerning you which is stored by us, except to the extent that processing is necessary for exercising the right of freedom of expression and information, for compliance with a legal obligation, for reasons of public interest or for the establishment, exercise or defence of legal claims;
- pursuant to Art. 18 GDPR to demand the restriction of processing of your personal data in so far as you contest the accuracy of the data, the processing is unlawful but you oppose the erasure of the data and we no longer need the personal data but you require this data for the establishment, exercise or defence of legal claims, or you have lodged an objection to the processing pursuant to Art. 21 GDPR;
- pursuant to Art. 20 GDPR to receive the personal data concerning you which you have provided to us in a structured, commonly used and machine-readable format or to demand the transmission of this data to another controller and
- pursuant to Art. 77 GDPR to lodge a complaint with a supervisory authority. As a rule, you may, for this purpose, apply to the supervisory authority responsible at the place of your habitual residence or place of work or the supervisory authority responsible for the place of our registered office.
i) Right to object
Where your personal data is processed on the basis of legitimate interests pursuant to Art. 6 (1), sentence 1 (f), GDPR, you have the right, pursuant to Art. 21 GDPR, to object to the processing of your personal data on grounds relating to your particular situation. Should you wish to exercise your right to object, an e-mail to firstname.lastname@example.org is sufficient.
6. Remuneration and billing
(1) Except as otherwise provided in the entire Terms and Conditions of Business and our website, Liquid Grape shall receive a percentage of the order value in Euro as respectively quoted in the offer, whereby the value added tax will not be taken into account in the calculation of the remuneration.
(2) Following the expiration of the second year after the goods have been taken into storage, a flat-rate storage fee of 2.00 Euro per bottle, including value added tax, will be charged for the storage. The fee is charged per year commenced as from the second contract year, in each case on a flat-rate basis. It is not charged pro rata according to the actual storage periods but is charged in full per contract year commenced.
(3) In the case of the sale of goods on behalf of the Customer which were not already located in the Liquid Grape warehouse (“commission business”), a claim to remuneration of 10 percent of the respective sales sum shall arise, which shall be calculated without taking the value added tax into account.
(4) For the transport of the goods from the warehouse to the Customer or to third parties on behalf of the Customer, a handling fee of 5 % of the respective current value of the goods plus value added tax and shipping costs and also customs duty will be charged.
(5) The billing in each case will be carried out through the remittance of verifiable invoices in which the value added tax, in so far as it is payable, is shown separately.
(6) In all cases of storage by Liquid Grape, the invoice will be rendered following acceptance of the goods at the respective warehouse.
(7) Payments are to be made within 14 days following receipt of the invoice.
7. Minimum age (Youth protection)
(1) Liquid Grape delivers alcoholic beverages exclusively to persons who are at least of full age.
(2) For this purpose, Liquid Grape will carry out an appropriate age verification.
(3) Should it emerge that the necessary minimum age for the delivery of the product was not reached, the goods will be returned at the expense of the Customer.
8. Applicable law; Court venue; Severability
(1) If the Client is businessman, a legal entity established under public law or a special body of assets established under public law, or if it has no general place of jurisdiction in the Federal Republic of Germany, the court venue shall be Hamburg (Germany).
For legal actions against Liquid Grape, the exclusive court venue shall be Hamburg. Liquid Grape shall be free to bring an action at any other statutory court venue.
(2) The relations between Liquid Grape and its Clients shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.
(3) Should the contract or these General Terms and Conditions of Sale contain any gaps in their provisions, such legally effective provisions shall apply for the purpose of filling these gaps as the contract partners, having regard to the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale, would have agreed had they been aware of the gap in the contractual provisions. In all other respects, the statutory provisions shall apply.
B. Terms and conditions for purchasing and selling
I. Terms and conditions for sales
1. Conclusion of the Contract
a) Orders via our online shop
(1) The presentation of the products on the websites operated by us does not represent any legally binding offer by us.
(2) Only where the Customer clicks on the button “buy now” does he make a binding offer for the purchase of the products selected by him and placed in the shopping basket.
(3) With his order, the Customer gives an assurance that he is at least 18 years old. In so far as your order comprises goods, the sale of which is subject to age restrictions, we ensure through the deployment of a reliable procedure involving verification of personal identity and age that the Purchaser has reached the necessary minimum age. The delivery agent will only hand over the goods following verification of age.
(4) The confirmation of receipt of the order is made by automated e-mail directly following receipt of the order. The confirmation simply documents receipt of the order and does not yet constitute any acceptance of a contract by us.
(5) The contract is only formed when we accept the offer of the Customer through a separate confirmation of order per e-mail or send the product ordered to the Customer.
(6) We can accept the offer within three working days following receipt of the same.
b) Orders for goods for sale per e-mail, telephone or letter
In the case of orders of the Customer per e-mail, telephone or letter, a contract is only formed through receipt of the acceptance of offer sent by us (confirmation of order) to the Customer. In this case, too, we are entitled to accept the offer of the Customer within three working days following receipt of the same. Instead of an express acceptance of offer, this may also take place through shipment of the goods ordered.
c) Order via Winelist and special further terms and conditions
(1) Via the function “Winelist”, the Customer can order wines for consumption. The wines presented there are offered by third parties.
(2) Where the Customer places an order via this function, Liquid Grape may accept the order within three working days. Liquid Grape will always strive and endeavour to achieve faster handling.
(3) Following an order by the Customer via the function “Winelist”, Liquid Grape will, within 5 working days, make an offer of purchase to the seller of the goods ordered and likewise promptly inform the Customer, at his request, of the formation of the contract of purchase with the seller and also, should no contract of purchase be formed, of the reason for the failure.
(4) Should, notwithstanding the submission of an offer to the seller, no contract of purchase be formed between the seller and Liquid Grape for the goods ordered, without any fault on the part of Liquid Grape, Liquid Grape will notify the Customer hereof. In this case, it will be released from its obligation of performance. In this case, the Customer shall likewise be released from his duty to pay the purchase price. This shall apply in particular where the goods ordered have in the meantime been sold to a third party and are no longer offered by the seller.
2. Right of cancellation for consumers
Each Customer who is a consumer shall be entitled to revoke the offer in accordance with the cancellation and return policy and to return the goods.
Cancellation policy for consumers:
“Right of Cancellation
You have the right to cancel this contract within fourteen days without specifying reasons.
The cancellation period amounts to fourteen days from the date on which you or any third party designated by you who is not the carrier took possession of the goods.
In order to exercise your right of cancellation, you must inform us by means of an unambiguous declaration (e.g. a letter sent by post, fax or e-mail) of your decision to cancel this contract. For this purpose, you may use the specimen cancellation form attached, but this is not compulsory.
In order to comply with the cancellation period, it is sufficient if you send the notification of the exercise of your right of cancellation before the cancellation period expires.
Consequences of cancellation
If you cancel this contract, we have to refund all payments which we have received from you, including the shipping costs (with the exception of any additional costs which may have arisen through your having selected a different mode of delivery than the cheapest standard delivery offered by us). The refund will be made promptly and at the latest within fourteen days from the date on which we receive the notification of your cancellation of this contract. For this refund, we will use the same means of payment as you used in the original transaction, unless otherwise expressly agreed with you; in no case will you be charged any fee in connection with this refund. We may refuse to make repayment until we have received back the goods or until you have provided proof that you have returned the goods, whichever date is earlier.
You must send back or deliver the goods to us without delay and in any event no later than within fourteen days from the date on which you inform us of the cancellation of this contract. This time limit is met if you despatch the goods before the expiration of the fourteen day period. You are to bear the direct costs of returning the goods. You will only be liable for any diminished value of the goods if this diminished value results from handling the same otherwise then was necessary to examine the quality, features and functioning of the goods.”
(1) Delivery will be made to the delivery address stated by the Customer in the order.
(2) Where the Customer is obliged to make advance payment, any anticipated delivery dates which may have been quoted are conditional upon the Customer having made prompt payment following the conclusion of the contract.
(3) Liquid Grape shall be entitled to make partial deliveries and partial performance in so far as the Customer can reasonably be expected to accept the same. Boxes or cartons of wine will, where they are ordered as such, be sent in one consignment.
(4) Dates quoted by us for the despatch of the goods are forecasts which may be exceeded by up to three working days. This shall not apply where a fixed despatch date has been agreed. If no period or date has been quoted or otherwise agreed for the despatch, despatch within (five) working days is deemed to be agreed unless otherwise stipulated in these General Terms and Conditions of Sale or any other Terms and Conditions of Liquid Grape which may apply in the respective case.
(5) In the event that our supplier (also where the purchase is made using the function Winelist) does not deliver the goods to us in due time, the forecasted despatch period shall be extended until delivery is made to us by our supplier plus a period of four working days, in total, however, by no longer than a period of 8 weeks, provided in each case
a.) that we are not responsible for the delay in the delivery by our supplier and
b.) that we have ordered the goods before the formation of the contract of purchase or, in the case of an order using Winelist, following the order from the Customer in such good time that it was to be assumed that we would be able to comply with the period for delivery to the Customer.
(6) In the event that the goods, without any fault on our part, cannot or, notwithstanding a timely follow-up order, cannot be delivered in time, we shall be entitled to rescind the contract of purchase. We will notify the Customer without delay of the non-availability of the goods and, in the case of rescission, will promptly refund any payments made by him to us.
(7) As a basic principle, deliveries are made ex works (Incoterms: EXW) unless otherwise expressly agreed or if the Customer is a consumer. If the Customer is a consumer, the relevant statutory provisions shall apply in this connection; that means, in particular, that the price risk only passes upon delivery to the delivery address stated by the Customer or if the Customer falls into default in acceptance.
(8) We shall be entitled to make partial deliveries if
the partial delivery can be used by the Client within the scope of the contractually intended purpose
the Client does not hereby incur any additional costs.
4. Mode of shipment
Unless otherwise expressly agreed, we shall determine the appropriate mode of shipment and the carrier and also the packaging.
5. Prices and payment
(1) Our prices are quoted in Euro plus, in the case of export deliveries, customs duties as well as any charges and other necessary public levies for the shipment to the destination. The prices for freight and packaging are shown in the respective price lists published on our websites and in the information provided in the online shop. These likewise apply in addition to the sale price and are to be paid by the Customer.
(2) The sale prices are, as a basic principle, shown on our websites and price lists in each case inclusive of the statutory value added tax.
(3) Except where expressly otherwise agreed, we deliver against advance payment in the manner indicated in the order form in the online shop or otherwise on the websites operated and presented by us.
(4) If delivery with invoice has been agreed, our invoice sums are payable within 14 days following receipt of the invoice without any deduction. The relevant date for ascertaining whether payment has been made in due time is the date of receipt by Liquid Grape.
(5) The Customer shall not be entitled to any right of set-off or withholding unless the counterclaim is undisputed or has been judicially decided and is final and legally binding.
6. Place of performance; Shipping; Packaging
The place of performance for all obligations arising from the contractual relationship shall be the place of the principal office of Liquid Grape or the place of the warehouse from which shipment is to be made pursuant to the terms of the contract. This shall not apply in the case of contracts with consumers involving delivery by carrier, in which case the place of performance for the delivery shall be the delivery address stated by the Customer.
7. Reservation of title
(1) In the case of a purchase against invoice, we reserve title to the goods delivered by us up until payment of the purchase price has been made in full (including value added tax and shipping costs) for the relevant goods.
(2) Without our prior written consent, the Customer shall not be entitled to make any dispositions over the ownership of the goods delivered by us (“reserved goods”) as long as they remain subject to reservation of title. Dispositions over the legal position of the Customer in regard to the reserved goods (so-called expectant right) remain admissible so long as the attention of the third party (buyer) is drawn to our title.
(3) The Customer shall handle the reserved goods with care. In particular, neither wooden boxes nor original cartons or strapping tapes may be opened, nor may the bottles be opened and consumed.
(4) In the case of seizure of the reserved goods by third parties – in particular by bailiffs – the Customer shall draw attention to our title and notify us without delay so that we can assert our rights of ownership.
(5) In the case of default in payment we shall be entitled to reclaim the reserved goods in so far as we have cancelled the contract.
(1) The warranty shall be governed by the statutory provisions. The warranty period for Purchasers who are businessmen amounts to one year following delivery to the Purchaser. This period shall not apply for claims of the Client to damages arising from injury to life, limb or health or to any deliberate or grossly negligent breaches of duty by Liquid Grape or its vicarious agents, nor where a guarantee has been given; such claims shall in each case lapse by limitation according to the respective statutory provisions.
(2) In regard to consumers, exclusively the statutory provisions apply, in particular those concerning the statutory warranty period.
(3) Changes in the taste and colour of the wine, sparkling wine and champagne and also of spirits and similar alcoholic beverages appropriate to their age do not constitute defects.
(4) If the Buyer is a businessman, the following provisions apply in addition:
Goods delivered by us are to be carefully inspected without delay following delivery to the Client or to the third party specified by it. In regard to obvious defects or other defects which would have been discovered upon an immediate careful inspection, the goods shall be deemed to be accepted by the Buyer unless we receive a complaint at least in text form within seven working days following delivery. In regard to any other defects, the objects of delivery shall be deemed to be accepted by the Buyer unless the complaint is received by us at least in text form within seven working days following the date when the defect became apparent; if the defect, with normal use, should already have been apparent to the Client at an earlier date, this earlier date shall be the relevant date for determining the commencement of the period for complaint.
(5) At the demand of Liquid Grape, any object of delivery in respect of which a complaint has been lodged is first to be sent back to us, carriage paid. Where the complaint is justified, we will reimburse the costs of the cheapest method of shipment.
(6) If the goods delivered are defective, the statutory provisions shall apply in addition unless otherwise provided in these General Terms and Conditions of Business.
9. Special conditions for subscription sales
(1) Any increase in the rate of value added tax imposed between the date of the order and delivery of the wines will be invoiced retrospectively.
(2) Should any invoice amount not be settled in full by the contract partner within the stipulated payment period, Liquid Grape shall, after setting a reasonable extension of time for payment, be entitled to cancel the order summarily.
(3) In the case of any order not in conformity with an original packaging unit, no claim shall exist to an original packaging unit.
(4) Unless otherwise expressly agreed, orders under subscriptions relate in each case only to complete original packaging units (e.g.: 6*0.75 l).
(5) Assignment of Security
Liquid Grape assigns its claim for handover and transfer of ownership against the respective supplier in relation to the subscription wines to which the customer’s order from Liquid Grape relates to the customer in accordance with this clause, if the customer pays the subscription wines in full and insofar as the contract with the customer has not subsequently been revoked, contested or has been wholly or partially voided or is no longer applicable for other reasons. The security case occurs if the insolvency proceedings are opened via Liquid Grape or the insolvency proceedings are rejected via Liquid Grape due to lack of assets or if Liquid Grape is dissolved and deleted before the subscription wines are delivered. The security case does not already arise if Liquid Grape is in default with the delivery of the subscription wine or fails to meet its delivery dates through no fault of its own. Liquid Grape can assert its claims against the supplier in its own name until the security event occurs. Liquid Grape’s claim for payment against the customer remains unaffected and is not reduced by the assignment and the occurrence of the security case.
(6) Any changes of address must be notified to Liquid Grape independently by no later than February of the anticipated year of delivery.
10. Special conditions for export outside the EU
The attention of commercial Customers of Liquid Grape is drawn to the fact that the export and/or the offering and/or the distribution of wines, champagne and other spirits sold into countries outside the EU (in particular, but not restricted to, the USA) may possibly infringe rights of third parties, in particular trademark rights and territory-related distribution licences. Liquid Grape assumes no liability for any damage arising if wines, champagne or other spirits are exported to countries outside the EU or are offered or distributed there and Liquid Grape has no positive knowledge of any infringement of industrial property rights existing in the respective individual case. The Customer shall itself ensure that it does not infringe any industrial property rights of third parties, in particular any exclusive distribution rights.
II. Terms and conditions for purchases
1. Conclusion of the contract
(1) Unless otherwise specified, offers for the purchase of goods by Liquid Grape are limited in terms of time to 5 working days.
(2) Any later acceptance shall be deemed to constitute a renewed offer which Liquid Grape may accept within 5 working days.
2. Duties of notification
The supplier shall inform Liquid Grape without delay of all circumstances which may jeopardise the performance of the contract or delay delivery.
Liquid Grape may cancel the contract if any delivery period assured by the supplier is not met. The statutory rights of cancellation remain unaffected.
4. Limited incoming goods inspection / Limited obligation to notify defects
Liquid Grape will only perform an incoming goods inspection in regard to outwardly apparent damage and outwardly apparent deviations in kind or quantity. We will report any such defects without delay. We reserve the right to perform a further-reaching incoming goods inspection. Thereafter, we shall report any defects as soon as they are discovered within our normal course of business. The supplier waives in this respect the legal defence of delayed notification of defects.
5. Statutory provisions
In all other respects, the statutory provisions apply for the purchase of goods.
III. Terms and conditions for sale in our own name on behalf of the Customer (commission business)
1. Conclusion of the contract
(1) The Customer may instruct Liquid Grape to offer his wines for sale in its own name for the account of the Customer (commission business).
(2) We may accept a corresponding offer for the sale of one or more specific wine(s) via the distribution channels of Liquid Grape within 5 working days.
(3) The contract is formed if Liquid Grape confirms this in a separate communication to the Customer.
2. Object of the contract
(1) Liquid Grape offers the wine through its own distribution channels. In this connection, it lies solely within the discretion of Liquid Grape to sound out and take advantage of appropriate sales options. Accordingly, the right of the Customer to issue instructions is excluded to such extent.
(2) The Customer will stipulate a minimum price.
(3) Each sale which lies above this minimum price shall be deemed to be approved by the Customer. Liquid Grape will nevertheless endeavour to achieve as high a price as possible.
(4) Liquid Grape will inform the Customer without delay of each transaction concluded.
(5) In the case of a sale of the wine in its own name and for the account of the Customer, Liquid Grape is authorised to take receipt of the money in respect of the purchase price.
(6) Liquid Grape will sell wines in its own name and for the account of the Customer only against advance payment.
(7) The services provided under this section comprise the outward inspection of the goods, their storage for up to 3 months subject to the Terms and Conditions of Liquid Grape for Storage and also delivery to the Buyer. The inspection pursuant to sentence 1 is restricted to verification of the vintage year, the designation according to the label, the size of the bottle and the number of bottles and also whether the wine is red or white.
(1) Any instructions for sale in accordance with these General Terms and Conditions of Business may be terminated by either contract partner within a period of 3 days.
(2) If Liquid Grape has already offered the goods for sale, a flat-rate charge for expenses of 15.00 Euro, including value added tax, per item offered will be made, plus the costs for returning the goods to the Customer.
(3) The right of termination for cogent reasons remains unaffected.
C. Terms and Conditions of Business in relation to Consultancy Services and the creation of a wine collection
1. Object of the contract / Exclusion of warranty
(1) Liquid Grape provides independent advice to its Customers. Liquid Grape receives no commission payments for the recommendation and/or the arrangement of a sale of certain products. Should this be the case at any time, Liquid Grape will draw express attention to the fact before providing any professional advice.
(2) Liquid Grape monitors the wine market and recommends wines which, in principle, may be suitable as an investment. The recommendations are made on the basis of the experience of Liquid Grape staff and the monitoring of the performance in the past.
(3) On this basis, Liquid Grape suggests certain wines for purchase as an investment or for a portfolio.
(4) The recommendations contain performance forecasts for which no warranty can be or is given.
(5) The performance of wines depends upon a range of factors and, on the basis of the current market situation and the performance in the past, cannot be predicted with certainty. Accordingly, the performance of individual wines can never be foretold with certainty. Therefore, there is always also a realistic risk of a diminution in value of individual wines and of the entire portfolio.
(6) We advise our Customers to the best of our knowledge about wines which, in principle, are suitable as an investment.
(7) However, Liquid Grape gives no warranty in respect of the actual future performance. Accordingly, the Customer may not derive any warranty rights from a negative performance. The Customer bears the opportunities and risks connected with the performance of the wines.
2. Conclusion of contract and time periods for the creation of wine collections and recommendations
(1) In agreement and consultation with the Customer, Liquid Grape will suggest a wine portfolio for purchase (that is to say, one or more wines) as an alternative form of investment.
(2) Following agreement on the wine collection, the portfolio as finally discussed will be sent to the Customer.
(3) The sending of the portfolio does not yet constitute a binding offer.
(4) The Customer may thereupon make an offer by issuing instructions to compile the recommended portfolio. The Customer shall benefit from or bear the expense of any price fluctuations occurring between the compilation of the portfolio and the submission of the offer. Liquid Grape will inform the Customer without delay if, between the delivery of the portfolio recommendation and the submission of the offer, a price increase of more than 4 % has occurred in respect of the portfolio as a whole. In this case, the Customer may submit a new offer or withdraw the offer he has made.
(5) Liquid Grape shall either accept or reject the offer of the Customer within 3 working days following receipt. If Liquid Grape begins with the creation of the portfolio within the meaning of § 3 of this section, this shall of itself constitute acceptance.
3. Wine collection / Purchase of wine
(1) Following the conclusion of the contract for the creation of the portfolio, Liquid Grape will promptly make an offer of purchase to the sellers of the goods ordered and will likewise inform the Customer without delay of the formation of the contract of purchase with the sellers or, in the event that no contract of purchase is formed, of the reason why no contract of purchase was formed.
(2) If the wine is already in the possession and ownership of Liquid Grape, the Customer will also be informed hereof.
(3) Should, without any fault on the part of Liquid Grape, no contract of purchase be formed between the seller and Liquid Grape for all or individual wines in the portfolio, Liquid Grape shall be released from its obligation of performance to the extent that this is the case. In this case, the Customer shall likewise be released from his obligation to pay this part of the price. This shall apply in particular if the goods have been sold to a third party in the meantime and are no longer offered by the seller.
Following the conclusion of the contract of purchase, the wines will be stored by us or, at the request the Customer, sent direct to the Customer. Unless informed to the contrary, Liquid Grape assumes that the warehousing services are included in the instructions from the Customer.
Upon acceptance at the warehouse of Liquid Grape or by the lessor (bailee) at a warehouse rented by Liquid Grape, the Customer becomes the owner of the respective goods purchased. Liquid Grape will inform the Customer without delay of the acceptance at the warehouse.
D. Terms and Conditions of Business in relation to Wine Collection Management
1. Presentations of current prices and performances
(1) The presentation of the performances in the portfolio manager in the personal sphere of the Customer is not a part of the performance owed by Liquid Grape.
(2) The presentation of the values and performances is made on the basis of the Terms and Conditions of Business of Liv-ex Limited (Liv-ex), registered in England under the register number 3874907 with registered office at Battersea Studios 2, 82 Silverthorne Road, London SW8 3HE, England. The Terms and Conditions of Business of Liv-ex can be viewed under the following URL: https://www.liv-ex.com/liv-ex-membership-terms/.
(3) Liquid Grape (a) expressly disclaims any liability for the accuracy, adequacy or completeness of the performances and values presented which are supplied by Liv-ex and (b) shall not be liable for any errors, omissions or any other deficiencies in the data, for any delay or interruption in the provision of the same or for any measures taken in reliance upon this data. Liquid Grape assumes no liability of any kind for damage arising in connection with the use of the information provided here.
2. Changes in the portfolio
Changes in the portfolio, that is to say liquidations or partial liquidations and the inclusion of new goods in the portfolio, are carried out pursuant to and in accordance with the Terms and Conditions of Sale, Purchase, Storage and Consultancy Services of Liquid Grape in the respectively valid form.
E. Terms and Conditions of Business for Warehousing Services
1. Conclusion of the contract
(1) If the Customer instructs Liquid Grape to store goods on his behalf, Liquid Grape may accept or reject this offer within three days.
(2) If Liquid Grape offers to assume warehousing services for the Customer, we shall be bound by the offer for 3 working days.
2. Object of the contract
(1) Liquid Grape will store the relevant goods on behalf of the Customer in its own warehouses or warehouses operated by third parties.
(2) As a basic principle, we shall be free to select the warehouse where Liquid Grape stores the goods unless we have expressly offered the Customer or all Customers to select a specific warehouse location. Upon request, we will inform the Customer without delay of the warehouse location once we have selected the same at our own discretion.
(3) The warehouses are locked, kept under surveillance and are suitable for the long-term storage of wine.
(4) Each item stored is assigned a warehouse number individually attributable to it. The respective stock list concerning the Customer will be provided to the latter upon request and can also be viewed by the Customer online in a password-protected area.
4. Term of the contract and due notice of termination
(1) The warehousing contract is concluded for an indefinite period of time.
(2) The contract may be terminated upon notice of one week.
(3) Notice of termination must be given in text form.
5. Extraordinary termination
The statutory right of extraordinary termination for cogent reasons remains unaffected.
6. Consequences of termination of the contract, either in whole or in part
(1) Following the end of the contract concerning the entire goods stored or a part thereof which does not occur by reason of any sale of the goods to third parties via Liquid Grape, Liquid Grape will send the goods stored on behalf of the respective Customer to the address stated in the order.
(2) In the event of any change of address, the Customer shall inform Liquid Grape without delay of his respective current address.
(3) If the goods cannot be delivered to the address known to Liquid Grape, the Customer shall bear the costs of further storage. In all other respects, the statutory provisions governing default in acceptance shall apply in this case.
Liquid Grape will insure the entire goods stored against loss and damage. The cover under the warehouse insurance shall amount at least to the respective value of the goods stored.
8. Inspection of the storage goods upon delivery
An incoming goods inspection will be carried out by Liquid Grape or its vicarious agents upon each placement in storage in regard to outwardly apparent damage and any deviations in kind or quantity, in so far as these are outwardly apparent.
Liquid Grape will inform the seller and also the Customer without delay of any damage or deviations in the number of items delivered, as well as of any incorrect deliveries.
Liquid Grape will assert the rights arising by reason of any deficiency against the seller and inform the Customer of the status of the matter.
General Terms and Conditions of Business: Status 06/2020