General Terms And Conditions

Below you can find our General Terms and Conditions for (1) contracts that you conclude via our B2B Webshop and for (2) contracts that you conclude with us outside the B2B Webshop.

When you order products through our B2B Webshop, in this case the terms and conditions of part (I) (General Terms and Conditions B2B Webshop) in combination with part (III) (General Information) apply. Section (II) (Special provisions for contracts concluded outside the B2B Webshop) does not apply in this case.

If you conclude a contract with us outside the B2B Webshop (e.g. via e-mail), such contract is subject to part (II) (Special provisions for contracts concluded outside the B2B Webshop) in combination with part (III) (General Information) and such provisions of part (I) (General Terms and Conditions B2B Webshop) to which express reference is made in part (II) (Special provisions for contracts concluded outside the B2B Webshop).

I. General Terms and Conditions B2B Webshop

§ 1 General provisions

(1) Our General Terms and Conditions below apply to your registration and all contracts that you conclude with us, khadi Naturprodukte GmbH & Co KG, Georgstraße 3, 31675 Bückeburg, Germany, through our B2B online shop www.khadi.business (hereinafter "B2B Webshop"). Terms and conditions contrary to or deviating from the following provisions do not apply unless we expressly agree in writing to their validity.

(2) We sell our products hereunder exclusively to natural or legal persons or legal private companies, who, at the time of the conclusion of the contract, are acting as commercial or independent business (entrepreneur). Conclusion of a purchase contract with consumers shall be excluded.

§ 2 Registration / Account

(1) In order to be able to order our products through our B2B Webshop, you need to create a customer account. Therefore, you need to sign up via a registration form that is referred to in our B2B Webshop and can be accessed using the following link: https://www.khadi.de/de/haendler-registrierung. When doing so, you must enter certain data and upload documents for verification purposes (e.g. your trade licence), some of which will be stored by us in order to enable you to make purchases through our B2B Webshop in the future.

(2) Afterwards we will review your application and your provided information/data. It is at our sole discretion whether we accept or reject your application for creating a customer account. Please note that there is no entitlement to create a customer account for our B2B Webshop. If we approve your application, we will establish a customer account for you and send you a welcome e-mail containing a link to the final registration process.

(3) When creating your customer account, you must, among other things, create a password for your account that shall enable only you having access to your customer account. You can use your access data to log in to our customer account and place orders through the B2B Webshop. Each customer is only entitled to have one customer account at a time. We reserve the right to delete multiple accounts. As a matter of course, you can change the data you have entered or delete your customer account at any time. We are not obliged to accept the registration or an order of a registered customer. Furthermore, we are not obliged to keep the offer (opening and operating a customer account as well as the offer of specific products) permanently available. Orders of products that have already been confirmed remain unaffected.

(4) When entering your data for the purpose of opening and/or the operation of a customer account (be it when creating/changing a customer account or entering your data for the execution and processing of a order/contract), you are responsible for the accuracy and completeness of the information that you provide. You are obliged to treat your personal login details confidentially and not to make them accessible to unauthorised third parties. If you have reason to believe that unauthorised third parties have gained access to and/or knowledge of your login data, you are obliged to change your login data immediately and thus ensure that no unauthorised third parties have access to your customer account and can place orders using it.

§ 3 Conclusion of contract

(1) The presentation of our products in the B2B Webshop does not constitute a legally binding offer, it is simply a non-binding online presentation of our products.

(2) For the purpose of purchasing products via the online shopping cart system of the B2B Webshop, the products that you wish to purchase shall be placed in the "basket". You can access the "basket" by clicking the relevant button in the navigation bar and can make changes there at any time. After opening the "Proceed to checkout" page, the order information shall be displayed one more time (including the payment and shipping conditions). 

Before submitting the order, you have the option of checking the order details in the overview, changing them (which can also be done via the internet browser’s “back” function) or cancelling the order. By submitting the order via the "Buy now" button, you are submitting a binding offer to us. We will immediately confirm receipt of your order by e-mail (Confirmation of Receipt). Such a Confirmation of Receipt does not constitute an acceptance of the order unless, in addition to the Confirmation of Receipt, acceptance is also declared expressly.

(3) The offer is accepted by us (and thus the contract concluded) immediately after your submittance of your order (i) by way of an order confirmation send by e-mail according to which the execution of the order or delivery of the products is confirmed (Order Confirmation) or (ii) by way of delivery of the products ordered by you. If you have not received a corresponding Order Confirmation and/or the ordered products from us within 5 (five) days, you are no longer bound by your order. In this case, any payments already made will be refunded immediately.

(4) The processing of the order and transmission of all information required in connection with the conclusion of the contract is partially automated by e-mail. You must therefore ensure that the e-mail address you have provided to us is correct, that the receipt of e-mails is technically ensured and, particularly that it is not prevented by SPAM filters.

§ 4 Prices, terms of payment and shipping costs

(1) All prices and shipping costs stated in the B2B Webshop are net prices. They do not include the statutory value added tax (VAT).

(2) The shipping costs incurred are not included in the purchase price and will be charged separately unless free delivery has been agreed. The shipping costs are listed on a separate subpage in our B2B Webshop and are also displayed during the ordering process. The shipping costs may vary depending on the delivery address you provide.

(3) Any costs that may incur for the transfer of money (transfer or exchange rate fees charged by the bank) shall be borne by you in cases where the delivery is made to an EU member state but the payment was initiated outside the European Union.

(4) In principle, there are various payment options available for purchasing our products via the B2B Webshop. However, depending on the invoice address or the number of orders you have already placed in the past, different payment options may be available to you, and some payment options may not be possible. Details of the possible payment options can be found on a corresponding subpage on the B2B Webshop and these are also shown during the shopping process in the respective shopping cart. Unless agreed otherwise, the payment of the purchase price becomes due immediately after the conclusion of the contract. The deduction of discounts is only permitted if this is expressly stated in the respective offer or invoice.

Please note that you will only receive invoices in electronic form.

(5) SEPA debit note (basic and/or corporate debit note):

If payment is to be made via an SEPA base debit note or an SEPA corporate debit note, you authorise us to collect the billing amount from the specified account by issuing a corresponding SEPA mandate. The debit note is collected within a period of 7-14 days after the conclusion of the contract. The deadline for the sending of the pre-notification has been shortened to 5 days before the due date. You are obligated to ensure that the account in question possesses sufficient covering funds on the due date. If a return debit note comes into play on account of a situation in which you defaulted on your obligation, you have to pay the incidental bank charge.

§ 5 Delivery

(1) The expected delivery period is stated on the respective product page and shown during the ordering process, whereby these delivery periods are only approximate information. Delivery dates and delivery periods are only binding if an express written agreement has been concluded in this regard. In case you choose payment method "advance payment by bank transfer", the products will only be dispatched after we have received payment of the full purchase price and the shipping costs.

(2) If the product you have ordered is temporarily unavailable, we will inform you immediately. In the event of a delivery delay of more than two weeks you have the right to withdraw from the contract. Additionally, in this case we are also entitled to withdraw from the contract. Any payments already made will be refunded without delay.

(3) If we are unable to meet binding delivery dates for reasons for which we are not responsible (unavailability of the service), we shall inform you of this without delay and at the same time notify you of the expected new delivery date. If the delivery is also unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately refund any payment already made. In this case, non-availability is said to be in particular the non-punctual delivery to us by our supplier when we have concluded a congruent covering transaction, neither we nor our supplier are at fault or if in that instance we are not obliged to deal with the procurement. Our statutory rights to withdraw from and terminate the contract as well as the statutory provisions on the exclusion of the performance of the contract (e.g. impossibility or unreasonableness of performance and/or subsequent performance) shall remain unaffected.

(4) We shall not be responsible for delays in delivery and performance due to force majeure events, which make delivery significantly more difficult or impossible for us and that not only temporarily, e.g. due to strike, lockout, official orders, energy or raw material shortages, war, riots, fire, floods, epidemics, pandemics and/or other natural events etc., even if they occur at our suppliers and/or even in the case of bindingly agreed delivery dates. You grant us the right to postpone the delivery or service for the duration of the force majeure event plus a reasonable grace period or to withdraw from the contract in whole or in part due to the part that is not yet fulfilled. Claims for damages are excluded in this case. If the delivery or service is delayed by more than two months, you shall be entitled, to the exclusion of all further claims, to withdraw from the contract in whole or in part with regard to the part not yet fulfilled.

(5) Shipment shall be at your risk. The risk of accidental loss and accidental damage of the products shall pass to you at the latest when the products are handed over to the commissioned carrier. If you wish, the shipping of the products will take place with appropriate transport insurance, whereby the costs incurred as a result shall be borne by you.

(6) Partial deliveries are permissible and can be invoiced separately, provided that no additional costs for shipping will be charged to you as a result.

§ 6 Warranty

The warranty period shall last for one (1) year beginning with the delivery of the products. Claims for damages or claims for reimbursement of futile expenses which you may assert due to and/or in connection with any material defects and/or defects of title of the products shall only exist in accordance with Sec. 7 (Liability) below and are otherwise excluded. In addition, the statutory provisions shall apply with respect to your rights arising from material defects and defects of title.

§ 7 Liability

(1) Unless otherwise stated in these General Terms and Conditions, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

(2) Irrespective of the legal grounds, we shall be liable for damages in the event of intentional and gross negligence breach of obligations. In the event of simple negligence, we shall only be liable

a)    for damages arising from injury to life, body or health,
b)    for damages arising from the breach of material contractual obligations (i.e. those obligations that form the basis of the contract, that were decisive for the conclusion of the contract, the fulfilment of which enable the proper performance of the contract in the first place and the observance of which the customer regularly relies on and may rely on); in this case, however, we shall only be liable for foreseeable damage that can typically be expected to occur.

(3) The limitations of liability resulting from Section 7 (2) shall not apply (i) if we have fraudulently concealed a defect or (ii) have assumed a guarantee for the quality of the products as well as (iii) for claims under the German Product Liability Act.

(4) Insofar as our liability for damages is excluded or limited, this shall also apply in favor of our employees, workers, staff, legal representatives and vicarious agents.

§ 8 Prohibition of using platforms

Based on our sales strategy, the confirmation of your order (Order Confirmation) is subject to the condition that the resale of our products by you via online marketplaces/online platforms with a purchase function ("Platforms") is not permitted.

If you sell our products to resellers, you are responsible for agreeing and enforcing these requirements with your respective resellers/customers as well.

It shall also not be possible to actively sell our products to platform providers who act as resellers (e.g. as part of Amazon's vendor program); please note that we have reserved this group of customers exclusively for ourselves as brand owner and manufacturer. As a matter of course, you are obliged to agree and enforce such requirement(s) with your respective B2B customers as well.

Please understand that any violation of these requirements may result to being excluded from future deliveries of our products. Please also note that we will consider the payment of our invoice or the acceptance of the corresponding delivery of our products as your (additional) agreement with the requirements of this Sec. 8.

§ 9 Assignment, offsetting, right of retention

You are not entitled to assign the purchase contract concluded with us or parts thereof to third parties without our prior written consent. Your right to set off with claims for defects and other claims arising from the same contractual relationship against our purchase price claim is not restricted by these General Terms and Conditions; however, you are only entitled to offset claims arising from other legal relationships against our purchase price claim if your claims are undisputed, we have accepted them or they have been legally established. As the purchaser, you may only exercise a right of retention if your counter-claim is based on the same purchase contract.

§ 10 Retention of title

(1) The products delivered (Reserved Goods) remain our property until all claims to which we are entitled to against you now or in the future are fulfilled. In the event that you are in breach of contract, e.g. default of payment, we are entitled to take back the Reserved Goods after setting a reasonable period of grace. If we take back the Reserved Goods, this does not simultaneously constitute a withdrawal from the concluded contract. Instead, we are entitled to merely demand the return of the Reserved Goods and reserve the right to withdraw from the contract. After deduction of a reasonable amount for the realisation costs, the proceeds of the sale (of such Reserved Goods) shall be offset against the amounts owed to us by you. Pledging or transfer of the Reserved Goods by way of security is not permitted before the transfer of ownership of the Reserved Goods becomes effective.

(2) You are obliged to treat the Reserved Goods with due care.

(3) You are entitled to sell the Reserved Goods in the ordinary course of business, provided that you are not in default of payment. You hereby assign to us all claims arising from the resale of the Reserved Goods or which arise for any other legal reason (insurance, tort) with regard to the Reserved Goods in the amount of the invoice amount; we hereby accept the assignment. We revocably authorize you to collect the claims assigned to us for your on account in your own name (Collection Authorisation). However, if you do not duly meet your payment obligations towards us, we reserve the right to revoke the Collection Authorisation. You are also not authorised to assign these claims by means of factoring for the purpose of collecting, unless the factor is, at the same time, obliged to effect payment directly to us at the amount of the debts for as long as we still hold claims against you.

(4) If the Reserved Goods are combined and processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the Reserved Goods (final invoice amount including VAT) to the other processed items at the time of processing. The same applies to the new item created by way of processing as to the Reserved Goods. If, as a result of the processing, the new item is to be regarded as the main item, we agree that you assign co-ownership of this new item to us on a pro rata basis; we hereby accept the assignment. You shall hold our sole or co-ownership of an item created in this way in safe custody for us.

(5) We are obliged to release the securities provided to us to the extent that the realisable value of our securities exceeds the claim(s) to be secured by more than 10%. The selection of the securities to be released is at our discretion.

(6) Should you file for insolvency, you are obliged to inform us without delay in writing. In the event third parties have access to the Reserved Goods, particularly through seizures, you are obliged to refer to our rights of ownership and to inform us without delay so that we can enforce our rights of ownership. If the third party is not in a position to reimburse us for any court or out-of-court costs incurred in this context, you shall be liable to us for such costs.

§ 11 Applicable law, place of performance, jurisdiction, severability clause

(1) Applicable law. These General Terms and Conditions as well as all contracts concluded through the B2B Webshop shall be exclusively governed by and construed in accordance with the laws of the Federal Republic of Germany excluding transfer and referral provisions under conflict of law rules and to the exclusion of the UN Convention on the International Sale of Goods (CISG).

If and to the extent the above choice of law made in favour of the laws of the Federal Republic of Germany is invalid and/or ineffective with regard to the retention of title, the conditions and effects of the retention of title according to Sec. 10 shall be subject to the law applicable at the respective storage location of the Reserved Goods; otherwise, the laws of the Federal Republic of Germany as stated in Sec. 11 (1) above shall (continue to) apply.

(2) Place of performance. The place of performance for deliveries and payments is at our registered office (Bückeburg/Germany).

(3) Place of jurisdiction. The exclusive place of jurisdiction for all legal disputes arising from or in connection with these General Terms and Conditions and/or the contracts concluded through the B2B Webshop is Bückeburg/Germany.

(4) Severability clause. Should any provision of these General Terms and Conditions be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of these General Terms and Conditions.
  
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II Special provisions for contracts concluded outside the B2B Webshop

If you do not order products through our B2B Webshop, but by other means (e.g. via e-mail correspondence or verbally), the following provisions shall apply: 

§ 1 Conclusion of contract

Upon request, we are happy to provide you with a customised offer for the purchase and delivery of our requested products. We will send you such offer in text form and we will be bound to such offer for a period of 5 days (unless another period is specified in the respective offer). Our offer does not constitute an offer to conclude a contract, but an invitation to you to place an order on the basis of such offer; your order would then be a binding offer to conclude a contract. Contracts for the purchase and delivery of our products are concluded and become effective with our order confirmation (e-mail) and/or with the delivery of the ordered products.

§ 2 Application of provisions of Part (I) of these General Terms and Conditions

For the purchase contract, the products and quantities specified in the order confirmation, the purchase prices listed therein (plus VAT) and any shipping costs incurred as well as the delivery and payment terms specified therein shall apply.

In addition, the following provisions of Part (I) of these General Terms and Conditions shall apply to the purchase contract accordingly: 

•    § 1 General provisions
•    § 5 Delivery
•    § 6 Warranty
•    § 7 Liability
•    § 8 Prohibition of using platforms
•    § 9 Assignment, offsetting, right of retention
•    § 10 Retention of title
•    § 11 Applicable law, place of performance, jurisdiction, severability clause

III General information

1. Identity of the provider

Khadi Naturprodukte GmbH & Co. KG 
Georgstraße 3 
31675 Bückeburg 
Germany 
Phone: +49 5751 981910 
E-Mail: admin@khadi.de

2. Information regarding the conclusion of the contract

The technical steps for the conclusion of the contract and the formation of the contract, as well as the options for correction, are carried out in accordance with Sec. 2 of our General Terms and Conditions (Part I).

3. Contractual language, saving of the text of the contract

(1) Contract language shall be German.

(2) The entire wording of the contract shall not be saved by us. Before the order or enquiry is submitted (by you), the contract information/data can be printed using the browser's print function or saved electronically.

Last update: 01.12.2023