General Terms & Conditions
General Terms and Conditions of Sale and Delivery of JULIUS MEINL North America LLC
1. Scope
1.1. These General Terms and Conditions of Sale and Delivery (hereinafter: GTC) shall apply to all deliveries and services between Julius Meinl North America LLC (hereinafter: Julius Meinl) and its customers (hereinafter: Customers). Once the GTC are agreed between the parties, the GTC shall apply to all subsequent transactions between Julius Meinl and the Customer, even without further reference again. The GTC shall apply in the version valid at the time the order is placed and are available at [https://juliusmeinl.com/us/general-terms-conditions].
1.2. By submitting its order, the Customer acknowledges and agrees that the contractual relationship is exclusively governed by the GTC of Julius Meinl. This also applies if the Customer makes reference to other general terms and conditions. Julius Meinl does not accept any deviating general terms and/or supplementary terms, even if Julius Meinl performs a deviating contract offer of the Customer without reservation. For each delivery and/or service contract, by performing the same, the Customer acknowledges and confirms the overriding application of the GTC thereto.
1.3. If Julius Meinl expressly accepts any deviating general terms and/or supplementary terms, such terms shall only apply for the individual business case.
2. Offers, Orders, Prices
2.1. Offers made by Julius Meinl are non-binding and subject to change by Julius Meinl, including with regard to the quoted prices, amounts, delivery times and the general availability of the goods.
2.2. Orders placed by the Customer are binding and valid for a period of 14 days. Julius Meinl accepts the offer only on the basis of the GTC by sending an order confirmation or by delivery of the ordered goods or services. The acknowledgement of receipt of the order does not constitute Julius Meinl’s binding acceptance of the Customer’s order.
2.3. Unless expressly agreed otherwise for a particular transaction (e.g., quoted in the offer), the prices applicable to the Customer’s order are those most recently communicated to the Customer by Julius Meinl . The prices shall be net, ex works, excluding VAT and other taxes, fees, charges and customs duties as well as all other costs, if any, in particular for packaging, loading or transport and insurance.
2.4. Amendments and supplements to the contracts between Julius Meinl and the Customer must be in writing to be effective.
3. Delivery, Ship Date
3.1. The terms of delivery shall be EXW (Incoterms 2020) at Julius Meinl’s warehouse. The risk of any loading by Julius Meinl shall be borne by the Customer. The place of performance for all claims arising from the contractual relationship between the Customer and Julius Meinl shall be the registered office of Julius Meinl.
3.2. Delivery dates communicated by Julius Meinl are estimates and are non-binding unless Julius Meinl expressly agrees to a fixed date of delivery in writing. If Julius Meinl fails to deliver goods by a binding fixed delivery date due to circumstances for which Julius Meinl is responsible for, the Customer may only withdraw from or otherwise terminate the contract if: (a) the Customer provides Julius Meinl with written notice of intent to terminate, and (b) Julius Meinl does not deliver the goods within fourteen (14) days of receipt of such notice.
3.3. Julius Meinl is entitled to deliver goods in instalments. The Customer shall be obliged to accept deliveries in instalments. Each instalment shall constitute a separate contract.
3.4. In the event of default of acceptance or any other negligent breach of the Customer's obligation to cooperate, the Customer undertakes to compensate Julius Meinl for the resulting damage, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the goods shall pass to the Customer upon default of acceptance or the other negligent breach of Customer’s obligation to cooperate, unless the risk in goods has passed earlier.
4. Packaging
Only packaging material that is explicitly marked as returnable will be accepted by Julius Meinl. Such packaging shall be returned at no cost in perfect condition and without any need to repair to Julius Meinl by the Customer within 3 (three) months.
5. Retention of title
5.1. Julius Meinl retains title to all goods delivered until full settlement of the sales price and any and all connected claims or fees. The Customer shall store the goods free of charge for Julius Meinl for such time period.
5.2. The Customer is entitled to sell the goods in the ordinary course of business but is not allowed to pledge the goods or assign them as security. If the Customer sells the goods in the ordinary course of business before full settlement of the sales price and any and all connected claims or fees, the Customer shall assign any and all claims it may have against the transferee in the amount of 110% of the gross value of the goods and Julius Meinl hereby accepts such assignment. The same applies for other claims or assets that are exchanged for the goods or otherwise arise in connection with the goods. Julius Meinl hereby revocably authorizes the Customer to collect the claims assigned to Julius Meinl in his own name. Upon request, the Customer shall provide Julius Meinl with individual proof of the assigned claims and name of debtors and notify the debtors of the assignment with the request to pay Julius Meinl in the amount of the assignment.
5.3. If third parties pledge goods that are subject to retention of title, in particular by way of seizure, the Customer shall immediately notify such third party of Julius Meinl's ownership in the goods and inform Julius Meinl thereof to enable Julius Meinl to enforce its ownership rights. If such third party does not reimburse Julius Meinl for the judicial or extrajudicial costs incurred in this context upon first request, the Customer shall reimburse Julius Meinl for such costs upon first request.
6. Conditions of Payment, Default
6.1. The purchase price of the delivered goods and any charges for ancillary services shall be due for payment promptly upon receipt of the invoice.
6.2. Julius Meinl may at its sole discretion provide for online payment methods including but not limited to credit card, Apple Pay, Google Pay, wire transfers (including through automated clearing house (ACH) transfers), checks and direct debit (such as through Society for Worldwide Interbank Financial Telecommunications (“SWIFT”)). If Julius Meinl requests payments through direct debit (including through SWIFT) or wire transfers, Customer agrees to comply with the directions and to provide the information as needed by Julius Meinl to establish such payment method, including, with respect to any wire transfers, the execution and delivery of authorization agreements. Julius Meinl may impose transaction fees or other charges associated with such payments, which shall be disclosed to the Customer prior to processing the payment. If Julius Meinl requests payments through checks, the Customer shall make the check payable to Julius Meinl and shall be subject to any fees or other expenses incurred by Julius Meinl if the check is dishonored and returned for any reason.
6.3. Late payments shall be subject to interest on arrears in the amount of 9% per annum. If a Customer defaults in the payment of one or more deliveries, Julius Meinl shall be entitled to suspend any further deliveries until effected payment or to withdraw from existing sales contracts with the Customer.
6.4. Any notice of defect, warranty claims or claims of any kind shall not release the Customer from its obligation to comply with the terms of payment as set forth above. The Customer is also not entitled to set off his own claims against his payment obligations to Julius Meinl.
7. Warranty
7.1. Julius Meinl warrants that the goods comply with the product specification provided on the packaging. Any information provided in advertisement materials or public statements by Julius Meinl, or its manufacturers, suppliers or affiliates shall not be construed as warranty obligation or guarantee. All warranty claims of the Customer shall lapse 6 (six) months upon delivery.
7.2. The Customer shall be obliged to carefully inspect the goods delivered by Julius Meinl immediately after delivery. Notices of defect referring to the condition of the goods shall be made in writing to Julius Meinl before processing the goods and shall be submitted to Julius Meinl within 8 (eight) days following receipt of the goods, otherwise all claims shall be forfeited. If such a defect occurs subsequently, it must be reported without delay, in any event within 8 (eight) days after when the Customer first discovered or reasonably should have discovered such defect, otherwise any claim related to such defect shall be forfeited.
7.3. The warranty of Julius Meinl is limited to an adequate price reduction or the exchange or taking back of the deficient goods, at the sole discretion of Julius Meinl. All additional costs incurred by the Customer in connection with the deficient good shall be borne by the Customer.
7.4. Defects in a part of the delivery shall not give rise to a claim for the entire delivery. Julius Meinl shall not be liable for defects caused by negligent or improper handling or storage of the goods by the Customer or a third party.
7.5. The Customer shall bear the full burden of proof for all claim prerequisites. To the extent permitted by law, Julius Meinl does not provide any guarantees, warranties or representations other than set out in this clause 7.
8. Liability
8.1. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, JULIUS MEINL SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, OR LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR RELATED TO THIS GTC OR ANY OTHER RELATIONSHIP (INCLUDING CONTRACTUAL) BETWEEN JULIUS MEINL AND THE CUSTOMER.
8.2. The liability of Julius Meinl in case of negligence (including recklessness and ordinary negligence) shall be excluded to the fullest extent permitted by law.
8.3. To the extent permitted by law, the total liability of Julius Meinl from all causes of action and under all theories of liability under or in connection with these GTC as well as any other relationship (including contractual) between Julius Meinl and the Customer shall be limited to the purchase price paid by the Customer for the affected, defective or for the claim and/or damage causal goods.
8.4. The above-mentioned limitations of liability shall apply to the same extent to corporate bodies, legal representatives, employees and other agents of Julius Meinl.
8.5. The Customer shall bear the full burden of proof for all claim prerequisites including the degree of fault. All claims for damages of the Customer shall lapse 6 (six) months upon notice of the damage.
8.6. Goods may only be returned to Julius Meinl upon Julius Meinl’s approval. In case of a notice of defect or any other claim regarding genuinely or allegedly defective goods, Julius Meinl is entitled to suspend further deliveries until the legitimacy of the raised claims is conclusively determined, and in such a case the delivery dates shall be postponed accordingly.
8.7. To the extent permitted by law, Julius Meinl excludes all liability other than set out in this clause 8.
9. Termination and Insolvence
9.1. In case judicial insolvency proceedings are instituted against the Customer, Julius Meinl shall be entitled to make its contract performance dependent on simultaneous payment of the full purchase price.
9.2. After termination of the business relationship with the Customer, Julius Meinl shall be entitled to invoice the Customer the current list price of the goods or other objects provided by Julius Meinl to the Customer free of charge.
9.3. If the Customer has not been expressly permitted to sell goods outside of the territory of the United States of America, and the Customer nevertheless does so in an unauthorized manner, Julius Meinl shall be entitled to immediately cease any outstanding deliveries, terminate its contract(s) with the Customer and assert claims for damages.
10. Online orders
10.1. Scope of Application
The provisions of this Clause 10 shall apply in addition to or as modification of the other provisions of these GTC or other existing contracts between the Customer and Julius Meinl for orders placed via apps and order platforms made available to the Customer by Julius Meinl (hereinafter together: Meinl Order Platform). Moreover, any individual provisions agreed in the context of the use of the Meinl Order Platform shall apply in addition to such transactions.
10.2. Access to the Meinl Order Platform
Julius Meinl may, in its sole discretion decide whether and to what extent the Customer is entitled to use the Meinl Order Platform. Julius Meinl will be responsible to register the Customers and will provide the Customer with the login credentials upon successful registration. The Customer shall ensure that the login credentials are only used by individuals who are authorized to place binding orders on behalf of the Customer. This shall also apply to account administrators and sub-users pursuant to clause 10.3.
10.3. Multi-user accounts
Julius Meinl may, in its sole discretion, decide whether to establish multi-user accounts for the Customer within the Meinl Order Platform. Julius Meinl may in cooperation with the Customer, set up account administrator accounts for one or more persons, who shall be responsible for managing the account. The Customer remains fully responsible for all acts and omissions of each account administrator as well as the sub-users set up by the account administrator (or Julius Meinl in coordination with the account administrator) and shall fully indemnify and hold Julius Meinl harmless against any and all claims, damages, losses, or liabilities arising from their use of the Meinl Order Platform.
10.4. Availability of goods, product description
Julius Meinl may, but is not obliged to, give indication on the availability of the goods in the Meinl Order Platform. If and where indicated, the availability of the goods is based on long-term experience and is non-binding.
10.5. Conclusion of contract and deliver
The goods and information provided by Julius Meinl in the Meinl Order Platform do not constitute a binding offer and are only a non-binding invitation to the Customer to submit an offer.
The Customer can select goods from the Julius Meinl product range in the Meinl Order Platform and place them in a virtual shopping cart by clicking on the „add to shopping cart” button. Only upon the submission of the order via the button „order with obligation to pay” will the Customer place a binding offer to purchase the goods in the shopping cart, to which the Customer is bound for 14 days. The Customer can view the data before submitting the order, change them and also cancel the order. Unless Julius Meinl notifies the Customer otherwise or decides in the individual case to accept deviating orders (in Julius Meinl’s sole disecretion), the minimum purchase amount per order shall be $ 150.00 (one hundred fifty U.S. dollars).
After completion of the ordering process by the Customer, the receipt of the order will be confirmed by an automatically generated e-mail. This confirmation of receipt documents that Julius Meinl has received the Customer’s order, but does not constitute acceptance of the Customer’s offer by Julius Meinl.
The acceptance of the Customer’s order, and thus the conclusion of the contract, only takes place upon delivery of the goods or upon receipt of an acceptance declaration. Julius Meinl may, at its sole discretion, decide whether to provide shipping information, including tracking details and estimated delivery dates to the Customer. Julius Meinl reserves the right to deliver the goods within a period of time of at least 30 days from the date the order is placed by the Customer.
10.6. Prices and costs
The prices quoted shall be net, ex works, excluding VAT and other taxes, fees, charges and customs duties as well as all other costs.
The prices exclude any additional costs to be paid by the Customer for delivery by freight forwarder, packaging, loading and any insurance as well as other expenses. The before mentioned cost types are - if they are charged in full or in part – listed in the Meinl Order Platform under „Additional Charges“, next to the list price.
If the (list) prices displayed in the Meinl Order Platform deviate from agreed prices in existing contracts between Julius Meinl and the Customer, the agreed prices in the existing contracts shall prevail and shall be applied when invoicing.
10.7. Delivery of online orders
Deliveries shall be made to the delivery address of the Customer within the United States saved in the Meinl Order Platform. If the Customer has given an incorrect, incomplete or unclear delivery address to Julius Meinl, the Customer shall bear all resulting costs and shall indemnify Julius Meinl from any disadvantages resulting from such incorrect, incomplete or unclear information.
11. Existing agreements with Customers
To the extent that contracts between the Customer and Julius Meinl already exist at the time of the first agreement of these GTC, these shall remain in force provided that the provisions of Clause 10 shall supplement such existing contracts and prevail in case of inconsistencies.
12. Assignment of Rights and Obligations
Julius Meinl is entitled to assign or transfer any rights and obligations or parts thereof under the GTC and its other relationships (including contractual) with the Customer to third parties. The Customer is not entitled to transfer any rights and obligations under the GTC and its other relationships (including contractual) with Julius Meinl to third parties without prior written consent of Julius Meinl.
13. Force Majeure
lf Julius Meinl’s compliance with its contractual obligations is made wholly or partially impossible or delayed due to force majeure or other circumstances beyond Julius Meinl’s reasonable control, such as, governmental restrictions, official interventions and prohibitions, armed conflicts, insurrection, labour disputes, fire, natural disasters, shortage of energy, raw materials or work forces, epidemics or pandemics, transport and customs clearance delays, transport damage, data transfer disruptions, the default of an essential supplier who is difficult to replace, Julius Meinl cannot be held liable. These aforementioned circumstances shall also entitle Julius Meinl to extend the delivery periods or the delivery dates by the duration of the impediment in question. If the duration of the impediment exceeds a period of one month, Julius Meinl shall be entitled to withdraw from the contract in full or in part any time until actual delivery with immediate effect.
14. Advertising
The Customer expressly consents to the sending of advertising about the goods and promotions offered by Julius Meinl in the form of calls and sending of electronic mail (email, text message) by JULIUS MEINL North America LLC. This consent may be revoked in writing at any time.
15. Applicable Law, Jurisdiction, Waiver of Jury Trial
The GTC shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Any action by a party seeking any relief whatsoever arising out of, relating to or in connection with, this GTC shall be brought only in the federal and state courts in the State of New York, and such party (i) agrees to submit to the exclusive jurisdiction of such courts for purposes of all legal proceedings arising out of, or in connection with, this GTC, and Julius Meinl and the Customer consent to personal jurisdiction in such courts (ii) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such action brought in such a court or any claim that any such action brought in such a court has been brought in an inconvenient forum, and (iii) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS GTC OR THE TRANSACTIONS CONTEMPLATED HEREBY.
16. Partial Validity
Should any provision of the GTC be or become invalid or unenforceable in whole or in part, the permissible provision that comes as close as possible to the economic purpose of such provision shall be deemed to have been agreed.
17. Services by Third Parties
Julius Meinl may use third parties to perform our services and/or to protect any rights or obligations under this contract.