General Terms and Conditions

(1) These General Terms and Conditions (hereinafter "GTC") apply to all business relationships between North Distribution GmbH (hereinafter "Seller") and its customers (hereinafter "Buyer"). The GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.

(2) Sales are made exclusively to commercial customers holding a valid Value Added Tax Identification Number (VAT ID) via B2B platforms, the Seller's website, and via email. Sales to consumers within the meaning of Section 13 BGB are strictly excluded.

(3) These GTC shall apply exclusively. Conflicting, deviating, or supplementary terms and conditions of the Buyer shall not become part of the contract unless the Seller expressly agrees to their validity in writing.

(4) These GTC also apply to all future business transactions with the Buyer without requiring renewed explicit agreement.

(1) Offers made by the Seller are subject to change and non-binding unless expressly marked as binding. This applies in particular to order quantities, as short-term quotas (allocations) by manufacturers or upstream suppliers may occur for premium brands (A-Brands).

(2) Orders placed by the Buyer constitute a binding contractual offer. The Seller may accept this offer within seven (7) working days by issuing an order confirmation or by dispatching the goods.

(3) The distributed products are partially international branded goods (A-Brands) sourced from parallel trade. Product images, packaging designs, and language declarations (e.g., printed foreign languages or applied stickers) may vary according to customary trade practices depending on the production batch or country of origin. Such deviations do not constitute a material defect, provided the goods are legally marketable within the European Economic Area (EEA).

(1) All prices are strictly net prices, exclusive of statutory value-added tax (VAT) and exclusive of packaging, freight, and shipping costs ex warehouse of the Seller or ex works of the supplier.

(2) Unless explicitly agreed otherwise in writing, payment shall be made in advance prior to the dispatch of the goods. The goods will only be dispatched or released for outbound delivery after full payment has been received.

(3) If alternative payment terms have been agreed upon, the invoice amount is due for payment without deduction within the agreed period. If the Buyer defaults on payment, the Seller is entitled to charge default interest at the rate of nine (9) percentage points above the respective base interest rate (Section 288 (2) BGB). The Seller reserves the right to claim further damages.

(4) The Buyer is only entitled to rights of set-off or retention to the extent that their counterclaims have been legally established, are undisputed, or arise from the same contractual relationship (synallagmatic claims).

(1) Delivery dates and deadlines are only binding if they have been expressly confirmed in writing as binding by the Seller.

(2) The Seller is entitled to make partial deliveries insofar as this is reasonable for the Buyer.

(3) The Seller shall not be liable for delivery delays caused by force majeure, labor disputes, transport disruptions, or delayed self-delivery by upstream suppliers.

(4) In the case of fast-moving consumer goods (FMCG) and food products with limited shelf life, if the disruption lasts longer than fourteen (14) days, the Buyer is also entitled to withdraw from the contract with respect to the unfulfilled part. Claims for damages are excluded in this case.

(1) The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer upon removal of the goods from the warehouse, but no later than upon handover to the carrier or forwarding agent. This also applies if freight-free delivery has been agreed.

(2) Storage and Transport Conditions: Upon the transfer of risk, the Buyer bears sole responsibility for maintaining product-specific conditions (e.g., uninterrupted cold chain, dry storage, frost protection). If the Buyer asserts defects that could be attributed to improper storage or temperature fluctuations (e.g., melted chocolate, spoiled goods), the Buyer bears the burden of proof that the storage conditions were strictly maintained without interruption after the transfer of risk.

(1) Deliveries are made in accordance with industry standards on Euro pallets (EPAL) or other exchangeable returnable load carriers (e.g., Düsseldorf pallets).

(2) The Buyer is obliged to return the load carriers to the carrier concurrently (step-by-step / "Zug um Zug") upon delivery in the same type, quantity, and quality (exchangeable condition) in accordance with the Cologne Pallet Exchange Procedure (Kölner Palettentausch).

(3) If no exchange or an incomplete exchange takes place, the Seller is entitled, after a reasonable grace period, to invoice the Buyer for the non-exchanged load carriers at the current daily replacement value. The maintenance of pallet accounts is hereby agreed upon.

(1) The delivered goods remain the property of the Seller (reserved goods) until all claims arising from the current business relationship have been paid in full.

(2) The Buyer is entitled to resell the reserved goods in the ordinary course of business. However, the Buyer hereby assigns to the Seller all claims in the amount of the final invoice total (including VAT) accruing to the Buyer against their customers from the resale.

(3) Any processing, mixing, or combining of the reserved goods by the Buyer is always carried out on behalf of the Seller as the manufacturer. If the goods are inseparably mixed with other items, the Seller acquires co-ownership of the new item in proportion to the value of the reserved goods.

(1) The Buyer is obliged to carefully inspect the delivered goods immediately upon receipt (Section 377 of the German Commercial Code — HGB).

(2) Obvious defects, incorrect deliveries, or missing quantities must be reported in writing (email is sufficient) without undue delay, but no later than within 48 hours after delivery, accompanied by evidence (e.g., photos, batch numbers/BBD). Transport damages must be imperatively noted immediately upon receipt of goods on the freight document (CMR/delivery note). Otherwise, the goods shall be deemed to be approved.

(3) In the event of justified notices of defects, the Seller has the right to subsequent performance (Nacherfüllung) by means of remedying the defect, replacement delivery, or issuing a credit note, at the Seller's discretion.

(4) The warranty period is twelve (12) months from the transfer of risk. This reduction does not apply to claims for damages by the Buyer arising from injury to life, body, or health, or for claims based on an intentional or grossly negligent breach of duty by the Seller.

(5) For food and cosmetics, the printed Best Before Dates (BBD / MHD) apply. Liability for reaching a specific remaining BBD upon delivery only exists if this has been expressly agreed upon in writing in advance.

(1) The Seller distributes original branded goods (so-called A-Brands). The Buyer undertakes to exclusively market these goods in their intact original packaging when reselling them.

(2) Decoding Prohibition: Any alteration to the goods or their packaging—in particular the defacing, cutting out, pasting over, or removal of batch numbers, lot codes, EAN codes, Best Before Dates, or other traceability features designed to disguise distribution channels—is strictly prohibited for the Buyer.

(3) In the event of a violation of paragraph 2, the Buyer shall be liable for all resulting damages and shall fully indemnify the Seller against all claims by third parties (in particular delivery stops, contractual penalties, or claims for damages by the brand manufacturers).

(4) Exhaustion of Trademark Rights: If the Buyer exports A-Brands to countries outside the European Economic Area (EEA), this is done at their sole legal risk. It is the Buyer's responsibility to verify whether the distribution in the destination country is opposed by trademark rights (lack of exhaustion of trademark rights). The Seller's liability for infringements of intellectual property rights due to exports by the Buyer to third countries is strictly excluded.

(1) The Seller is liable without limitation for damages resulting from injury to life, body, or health based on an intentional or negligent breach of duty, as well as for other damages based on intentional or grossly negligent breaches of duty.

(2) In the event of a slightly negligent breach of essential contractual obligations (cardinal duties), liability is limited to the foreseeable, contract-typical damage. In all other respects, liability for slight negligence is excluded.

(3) Mandatory liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

(1) The Buyer is solely responsible for compliance with all laws applicable to the import, export, and resale of the goods in the destination country, including customs, tax, food labeling, and deposit obligations (e.g., DPG deposit in Germany).

(2) The Buyer undertakes not to deliver the goods to countries against which trade embargoes or other sanctions imposed by the EU, Germany, or the UN exist.

The Seller processes the Buyer's personal data within the framework of statutory provisions (GDPR). Details are set out in the Seller's Privacy Policy, available at north-distribution.com.

(1) If the Buyer is a merchant (Kaufmann) within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes shall be Hamburg, Germany. However, the Seller is also entitled to sue the Buyer at their general place of jurisdiction.

(2) The laws of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(3) Should individual provisions of these GTC be or become fully or partially invalid, this shall not affect the validity of the remaining provisions.

(4) Language Clause: These English General Terms and Conditions are provided for convenience only. In the event of any discrepancies, contradictions, or disputes regarding the translation or interpretation, the original German version of the General Terms and Conditions shall strictly prevail and be legally binding.