General Terms and Conditions of Sale
Thomas Henry GmbH

§ 1 Validity

(1) These terms and conditions of sale can also be viewed on https://www.thomas-henry.com/terms and apply exclusively. We will not accept differing or contrary terms unless we have expressly agreed to them in writing.

(2) These terms and conditions of sale shall also apply to all future transactions between the parties and if we perform delivery of goods despite our knowledge of differing or contrary terms.

(3) These general terms and conditions of sale shall only apply to entrepreneurs, legal persons under public law or special funds under public law within the meaning of § 310, para. 1 of the German Civil Code (BGB).

(4) Individual agreements (e.g., framework supply agreements, quality assurance agreements) and specifications in our order take precedence over these General Terms and Conditions. In case of doubt, trade clauses shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce (ICC) in Paris, in the version valid at the time of contract conclusion.

(5) Legally relevant declarations and notices by the seller concerning the contract (e.g., setting of deadlines, reminders, rescission) must be made in writing. For the purposes of these General Terms and Conditions, "in writing" includes written form and text form (e.g., letter, email, fax). Statutory formal requirements and further proof, particularly in cases of doubt regarding the legitimacy of the declarant, remain unaffected.

(6) References to the applicability of statutory provisions are for clarification purposes only. Therefore, statutory provisions shall apply even without such clarification, unless they are directly amended or expressly excluded in these General Terms and Conditions.

§ 2 Offer, acceptance
§ 2 Angebot, Annahme

If the order constitutes an offer within the meaning of § 145 BGB (German Civil Code), we are entitled to accept it within a period of two weeks. Our offers in brochures, on the website, or otherwise are non-binding unless expressly marked as binding. By placing an order, the customer makes a binding offer to purchase the product concerned.

§ 3 Prices, Payment

(1) Delivery shall be made at the daily prices/list prices valid for the respective customer group on the day of delivery or at the agreed sales prices. Our prices are ex works, plus the respective statutory value-added tax and excluding packaging costs, unless expressly agreed otherwise. Price changes become effective upon notification to the customer. Upon the entry into force of the latest price list, all other lists and any other price agreements lose their validity. The prices are absolute net prices. They are understood to be exclusive of VAT, any customs duties, or other taxes.

(2) Unless otherwise agreed, the purchase price is due for payment net immediately upon invoicing. After the due date, default interest of 9% above the respective base interest rate per annum will be charged. We reserve the right to claim further damages caused by default.

§ 4 Set-off, Retention

The buyer is only entitled to set off claims if their counterclaims are undisputed or have been legally established. The buyer is only entitled to assert rights of retention based on counterclaims arising from the same contractual relationship.

§ 5 Delivery

(1) Delivery requires the timely and proper fulfillment of the buyer's obligations. The defense of non-performance of the contract remains reserved.

(2) In the event of default in acceptance or any other culpable breach of cooperation obligations by the buyer, we are entitled to claim compensation for the resulting damage, including any additional expenses. Further claims remain reserved. In this case, the risk of accidental loss or accidental deterioration of the goods passes to the buyer at the time of default in acceptance or other breach of cooperation obligations.

(3) However, industrial action, partial or complete failure of product resources, delays in their supply, transport impediments, or other events of force majeure entitle Thomas Henry to postpone delivery for the duration of the impediment or delay plus a reasonable start-up period. The same applies in the event of seasonal overdemand.

(4) We reserve the right to correct and timely self-delivery. In the event of non-availability of the service, we will inform the buyer immediately. The consideration will be refunded without delay. If the customer collects goods or other items themselves, they are obliged to load them securely for transport on suitable vehicles, even if employees of Thomas Henry or affiliated companies assist them. The customer indemnifies these companies and their employees from all damages and third-party claims in this respect.

§ 6 Transfer of Risk, Dispatch

When goods are dispatched at the buyer's request, the risk of accidental loss and accidental deterioration of the goods passes to the buyer at the time of dispatch.

§ 7 Retention of Title

(1) The goods remain our property until full payment of all amounts. In the event of breaches of contract by the buyer, including default in payment, we are entitled to take back the goods.

(2) The buyer must handle the goods with care, insure them adequately, and, if necessary, maintain them.

(3) If the purchase price has not been paid in full, the buyer must immediately inform us in writing if the goods are encumbered with third-party rights or exposed to other third-party interventions.

(4) The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, the buyer hereby assigns to us all claims arising from such resale, regardless of whether this occurs before or after any processing of the goods delivered under retention of title. Notwithstanding our authority to collect the claim ourselves, the buyer remains authorized to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long as and insofar as the buyer fulfills their payment obligations, no application for the opening of insolvency or similar proceedings has been filed, and no cessation of payments exists.

(5) Insofar as the aforementioned securities exceed the claims to be secured by more than 10%, we are obliged to release the securities of our choice at the buyer's request.

§ 8 Quality/Warranty

Thomas Henry delivers beverages of impeccable quality, produced in accordance with existing legal regulations. Complaints regarding the quantities or prices stated on the delivery notes and/or invoices – including for pallet deliveries – must be made upon receipt of the goods, but no later than within 10 days. In the event of a delayed complaint, the customer loses the right to subsequent delivery or credit.

(1) A prerequisite for any warranty rights of the buyer is, moreover, their proper fulfillment of all inspection and notification obligations owed under § 377 HGB (German Commercial Code). The buyer must inspect the goods immediately and carefully upon delivery for defects regarding the quantity and quality of the delivered and returned containers (full and empty goods) and transport equipment (beverage components; other returnable containers), the types and varieties, including the remaining shelf life assured by us until the best-before date of the delivered goods. A complaint in this regard must be reported immediately – otherwise, the goods are deemed approved in this respect. Other defects must be asserted in writing within three working days after delivery – defects not recognizable during proper defect inspection are excluded from this. The latter must be reported in writing within three working days after their discovery. Timely dispatch of the notification is sufficient to meet the deadline. Otherwise, defect claims are excluded.

(2) Warranty claims can be asserted within 12 months after the transfer of risk.

(3) In the event of defects in the goods, the buyer has a right to subsequent performance in the form of rectification of the defect or delivery of a defect-free item. If subsequent performance fails, the buyer is entitled to reduce the purchase price or withdraw from the contract.

(4) The buyer must check balance confirmations, empty container balances, and other statements for accuracy and completeness. Complaints regarding these confirmations, balances, or statements must be reported immediately; they are excluded one month after receipt of the statement. Otherwise, they are deemed approved.

§ 9 Liability

(1) In the event of intent or gross negligence on our part or on the part of our representatives or vicarious agents, we are liable according to statutory rules – as well as in the event of culpable breach of essential contractual obligations. Unless there is an intentional breach of contract, our liability for damages is limited to the foreseeable, typically occurring damage.

(2) Liability for culpable injury to life, body, or health, as well as liability under the Product Liability Act, remains unaffected.

(3) Unless expressly regulated otherwise above, our liability is excluded.

§ 10 Empty Containers

(1) Empty containers intended for reuse (e.g., crates, reusable bottles, kegs, CO2 cylinders, pallets, etc.) are provided to the customer only for their intended use and must be returned to Thomas Henry or a third party designated by Thomas Henry without delay. They remain the inalienable property of Thomas Henry or the manufacturing bottler. Additional labeling always requires the express consent of Thomas Henry. Thomas Henry is entitled to charge a customary deposit for its own provision of Thomas Henry products. Empty containers and pallets must then be returned in the same type and quality and in perfect condition. A corresponding deposit credit will be issued for empty containers provided by us and properly returned. Unless otherwise specifically agreed, the deposit amount will generally be offset against the current order value of the respective current delivery to the buyer. Empty containers not returned will be charged at Thomas Henry's reasonable discretion, but at least 50% of the replacement price for new empty containers ("deduction new for old"), offsetting the deposit. The same applies if a negative empty container balance exists at the end of the business relationship. Notwithstanding this, Thomas Henry is only obliged to take back crates and pallets with the bottles and crates specifically intended and delivered for them (so-called sorted reusable empty containers).

(2) Delivery of our products usually takes place on pallets that remain the property of us or our logistics service provider. They must be handled carefully and diligently and returned empty and, if necessary, cleaned with the next delivery without prompting. For transport equipment not returned, a charge will be made at the replacement value (new value). This deposit amount will also be offset against the current order value of the current delivery of our full goods products. To meet the requirements of the Food Hygiene Regulation, we can only accept pallets and other transport equipment if they are free of paper, film, food residues, and similar contaminants. This is the only way we can ensure optimal quality for all customers when delivering goods. There is no official or legal obligation for us as the distributor to dispose of waste.

§ 11 Packaging Act (VerpackG) Notice, Take-back Obligations

(1) Single-use packaging from Thomas Henry GmbH participates in a system in accordance with the Packaging Act (VerpackG) and is properly licensed. Registration with the Central Agency Packaging Register Foundation (LUCID) is under number DE4012670246749.

(2) Transport packaging within the meaning of § 15 VerpackG (e.g., cardboard boxes, outer packaging, protective films) is left to the customer for independent disposal. Take-back only occurs after explicit prior agreement. A statutory take-back obligation is hereby waived (§ 15 para. 1 sentence 4 VerpackG).

(3) The customer is obliged to dispose of transport packaging properly after emptying, in accordance with legal regulations. The customer bears the disposal costs, unless a different agreement has been made.

§ 12 Applicable Law, Place of Jurisdiction; Data Protection

(1) These General Terms and Conditions and the contractual relationship are governed by the law 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, a legal entity under public law, or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Berlin, unless otherwise agreed. The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases, we are also entitled to file a lawsuit at the place of performance of the delivery obligation according to these General Terms and Conditions or a superordinate individual agreement, or at the buyer's general place of jurisdiction. Prior statutory provisions, particularly regarding exclusive jurisdictions, remain unaffected. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these Terms and Conditions or a superseding individual agreement, or at the buyer’s general place of jurisdiction. Mandatory statutory provisions, in particular those on exclusive jurisdiction, remain unaffected.

(3) The contracting parties observe the relevant data protection regulations, in particular the General Data Protection Regulation (EU) 2016/679 (GDPR) and the BDSG (Federal Data Protection Act). Thomas Henry GmbH processes the buyer's personal data within the framework of contract execution in accordance with Art. 6 para. 1 lit. b GDPR. Furthermore, the buyer agrees that their data may be collected, stored, and transmitted to affiliated companies and to third parties used for contract fulfillment, in particular transport companies, for the purpose of carrying out and processing the business relationship.

The consent also includes the transfer to industry-specific credit agencies for credit assessment and payment processing, as well as the use of anonymized or pseudonymized data for internal marketing purposes. This consent can be revoked at any time with effect for the future.

The buyer has the right to information, rectification, erasure, restriction of processing, and objection to the processing of their personal data. These rights can be asserted at any time via email to us info@thomas-henry.de or by post (cf. also additionally https://www.thomas-henry.de/datenschutz/). A revocation of consent for data processing for advertising purposes is possible at any time.

§ 13 Final Provisions

(1) Amendments: Amendments, additions, or repeal of these General Terms and Conditions or the contract are only effective if they are made in text form and signed or confirmed by both parties (email/fax are sufficient). This also applies to an amendment of this provision.

(2) Waiver: If the seller does not exercise rights arising from these General Terms and Conditions or the contract, this is not to be considered a waiver. An express waiver of a contractual right is only effective for the specific individual case to which it refers.

(3) Severability Clause: Should any provision of these General Terms and Conditions prove to be incomplete, unlawful, or unenforceable, the remaining provisions shall remain effective, as long as the essential provisions are complete, lawful, and enforceable and reflect the original economic intent of the parties. This also applies if the contract proves to be incomplete.

(4) Completeness: These General Terms and Conditions and the contract embody the complete and final agreement between the parties with regard to the described scope. Any prior oral agreements or those in text form, contracts, statements, or arrangements are hereby superseded, unless they are expressly incorporated into the contract.

As of 08/2025

Thomas Henry GmbH, Bessemerstraße 22, D-12103 Berlin
Tel: +49 (0)30 75 76 57 95-0 | Fax: +49 (0)30 39886804 | Amtsgericht Charlottenburg,
HRB 224228 B, VAT ID: DE 338860428

Managing Director: Sigrid Bachert
Registered Office: Berlin
Bank: Deutsche Bank AG, IBAN: DE 37 1007 0000 0096 5913 00, BIC: DEUTDEBBXXX