WooveBeer Terms & Conditions

01

Seller Identity and Fulfilment Location

“WooveBeer”, “we”, “us” and “our” refer to LIMITED LIABILITY COMPANY “WOOVE”, the legal entity operating the WooveBeer B2B wholesale website and commercial enquiry process.

European orders may be prepared or dispatched through the fulfilment facility of Rögelein GmbH, Turbinenstraße 17, 70499 Weilimdorf, Germany. That location is an operational fulfilment point; it is not WooveBeer’s registered office and does not, by itself, determine the seller’s legal domicile, governing law, contractual place of performance, tax treatment or dispute forum. See our company information for the current business profile.

02

Scope and Business-Buyer Status

These terms apply to wholesale enquiries and sales made to companies, sole traders, public bodies and other persons acting for purposes related to their trade, business or profession. We do not offer consumer sales through this website. A person submitting an enquiry or accepting an order confirms that the buyer is a registered or otherwise lawfully operating business, that the person has authority to bind it, and that the purchase is for commercial use or resale.

We may request company-registration, tax, excise, licensing, ownership, destination, banking or identity information before quoting, accepting an order or releasing goods. We may decline or pause a transaction when verification is incomplete or when legal, financial, reputational, supply-chain or route risk cannot be satisfactorily resolved.

03

Contract Documents and Order of Priority

Each transaction is governed by the documents incorporated into that transaction. If terms conflict, the following order normally applies:

1. a signed sales contract or framework agreement;
2. the seller’s written order confirmation;
3. an accepted quotation or pro forma invoice, to the extent it records agreed commercial terms;
4. these Terms & Conditions; and
5. other website content or correspondence.

A higher-ranking document may expressly change that order. A buyer’s purchase-order terms, portal terms or standard conditions do not apply merely because they accompany an enquiry or order. They apply only if we expressly accept them in writing. Nothing in these terms overrides rights or duties that applicable law does not permit the parties to exclude.

04

Enquiries, Quotations and Contract Formation

Website listings, catalogues, brand pages, availability statements and marketing communications are invitations to enquire. They are not standing offers. A submitted enquiry or purchase order does not reserve stock or require us to accept it.

A quotation is valid only for the period, quantities, destination and assumptions stated in it. Unless the quotation expressly describes itself as a binding offer and provides a method of acceptance, a contract is formed only when we issue a written order confirmation, both parties sign a sales contract, or we clearly communicate another written acceptance. If the transaction document specifies a different formation method, that method controls.

We may correct obvious clerical, calculation or transcription errors before performance, provided we notify the buyer promptly. Any amendment to an accepted order must be agreed in writing by authorised representatives.

05

Products, Specifications and Availability

The binding product description is the description in the applicable order documents, including brand, variant, package format, pack count, volume, quantity and any expressly agreed minimum remaining shelf life. Website images are illustrative. Packaging, artwork, barcodes, closures, case configuration and production details may change where the manufacturer changes them and the product remains commercially equivalent, subject to any specification expressly agreed for the order.

Availability is subject to final allocation, supplier confirmation, route feasibility and successful buyer verification. We do not guarantee continuous stock, future manufacturer supply or identical lots unless a binding document expressly says so. If a confirmed product becomes unavailable before dispatch for reasons outside our reasonable control, the parties will address substitution, delay, partial performance or refund in accordance with the transaction documents and applicable law; no substitute will be imposed without the buyer’s agreement where it materially changes the order.

06

Prices, Currency, Taxes and Additional Costs

The price and currency are those stated in the accepted quotation, order confirmation or sales contract. Unless that document expressly states otherwise, website references to price are indicative only. VAT, excise duty, customs duty, import charges, deposits, environmental fees, inspections, certificates, insurance, storage, demurrage, detention, special handling and delivery costs are included only when the relevant document expressly says they are included.

Each party is responsible for the taxes, duties, filings and charges allocated to it by the transaction documents, the agreed delivery rule and applicable law. The buyer must provide accurate tax, excise and customs information in time for the intended route. If an authority, carrier or service provider imposes additional charges because buyer information was incomplete, incorrect or late, the buyer is responsible to the extent permitted by the contract and applicable law.

07

Payment, Release of Goods and Payment Security

Payment method, deposit, balance, due date, credit terms and any conditions for release are stated in the accepted commercial documents. There is no universal website payment term. Payment is complete only when cleared funds are received in the designated account, without unauthorised deduction, counterclaim or set-off, except where applicable law gives the buyer a non-excludable right.

If payment or required security is late, we may suspend allocation, preparation, dispatch or further performance and exercise the remedies available under the transaction documents and applicable law. The buyer remains responsible for reasonable costs directly caused by its delay where recoverable.

Further operational information is available on our payment terms page.

08

Delivery, Collection and Incoterms® 2020

Delivery method, named place, carrier responsibility, loading or unloading responsibility, documents and estimated timing are defined for each accepted order. No Incoterms® rule—including EXW, FCA, CPT, CIP, DAP, DPU or DDP—applies by default.

Where the parties use an Incoterms® rule, the transaction document should state the exact three-letter rule, the precise named place or point and “Incoterms® 2020”. The ICC Incoterms® 2020 rules allocate specified delivery tasks, costs and risks between seller and buyer; they do not, by themselves, determine price payment, transfer of ownership, remedies for breach or dispute resolution.

Dates and transit times are estimates unless the binding order documents expressly make a date fixed. The buyer must provide accurate delivery, access, receiving-hour, vehicle, equipment and contact requirements. Where the buyer arranges collection or carriage, it must ensure that its carrier arrives with suitable equipment, instructions and documents. Storage, redelivery or waiting costs caused by buyer or buyer-carrier delay may be charged where stated in the order documents or recoverable under applicable law.

See shipping and logistics for the commercial planning information requested before quotation.

09

Transfer of Risk, Ownership and Insurance

Risk of loss or damage transfers as stated in the binding order documents and, where incorporated, under the agreed Incoterms® 2020 rule. Transfer of ownership is a separate matter. Ownership passes only at the time stated in the binding contract or otherwise determined by applicable law; an Incoterms® rule does not decide it.

A party responsible for arranging insurance must obtain the cover expressly required by the order documents or the incorporated delivery rule. The absence of an insurance obligation does not automatically transfer risk back to the other party. Buyers should assess whether additional cargo cover is appropriate for the route, value and agreed risk-transfer point.

10

Receipt, Inspection, Shortages and Product Claims

The buyer must inspect the consignment promptly on receipt, using procedures reasonable for the product and route. Visible pallet damage, wet cases, seal irregularities, shortages or temperature concerns should be recorded on the carrier’s delivery document or CMR consignment note before signature, where reasonably possible. The buyer should preserve packaging, labels, lot codes, photographs, count records and carrier documents.

A claim must identify the order and affected products, describe the issue, state the quantity affected and include available evidence. Visible issues must be reported without undue delay and within any period stated in the binding order documents. Latent issues must be reported promptly after discovery. Reporting does not itself establish liability; we may reasonably request inspection, samples or additional evidence before assessing the claim.

The buyer must take reasonable steps to prevent further loss and must not destroy, relabel, resell, return or dispose of disputed goods without written instructions, unless required by law or urgently necessary for safety. Nothing in this section removes a right or claim that applicable law does not permit the parties to waive. For qualifying international road carriage, carrier rights and liabilities may also be governed by the CMR framework.

11

Licensing, Excise, Customs, Labelling and Trade Compliance

Alcohol supply is route-sensitive. Before acceptance, the buyer must disclose the destination, intended trade channel, required tax status and any special documentation or labelling requirement. Responsibilities for export, import, transit, customs representation, excise movement, local registration, product labelling, deposits and destination-market compliance are allocated by the accepted transaction documents, the agreed delivery rule and applicable law.

Unless the binding order documents allocate a destination obligation to us, the buyer is responsible for confirming that it and its appointed recipients may lawfully import, receive, store, distribute and resell the goods in the destination market. The buyer must maintain all necessary authorisations and provide accurate identifiers and supporting records. We do not warrant that a product approved or lawfully marketed in one country automatically satisfies another country’s rules.

Where a movement uses the EU Excise Movement and Control System, each party must provide the authorisations, data, guarantees and confirmations assigned to it. The European Commission describes EMCS as the computerised system for recording and monitoring movements of excise goods in the EU. A reference to EMCS on this page is not a promise that every order qualifies for a particular excise procedure.

Each party must comply with applicable sanctions, export-control, anti-bribery, anti-money-laundering and trade restrictions. We may decline, suspend or cancel a transaction where performance may expose a party, bank, carrier or service provider to a legal or regulatory breach, subject to the contract and applicable law. See our compliance information for the verification approach used during enquiries.

12

Order Changes, Cancellation and Returns

Because orders are negotiated B2B transactions, consumer cancellation and withdrawal rights do not apply. Before contract formation, either party may end negotiations without liability except for obligations already agreed, confidentiality duties and liability that applicable law imposes for bad-faith conduct.

After an order becomes binding, it may be changed or cancelled only as permitted by the transaction documents, by applicable law or by written agreement. A buyer-requested change may require revised pricing, timing, documentation or logistics. Goods may not be returned without prior written authorisation and routing instructions. Authorised returns must remain identifiable, securely stored and in the agreed condition. Non-conforming goods are handled through the inspection and claims process, not as an unapproved return.

13

Events Beyond Reasonable Control

A party is not responsible for delay or non-performance to the extent caused by an event beyond its reasonable control that it could not reasonably avoid or overcome. Depending on the circumstances, this may include war, civil disorder, governmental restrictions, sanctions changes, border closure, natural disaster, epidemic, fire, major utility or communications failure, cyber incident despite reasonable safeguards, labour disruption, carrier or port interruption, manufacturer allocation, or loss of a legally necessary licence.

The affected party must notify the other party within a reasonable time, explain the expected effect and use reasonable efforts to mitigate it. Obligations are suspended only to the extent and for the period affected. Payment obligations already due for goods or services supplied are not excused merely by a force-majeure event. Any right to terminate after a prolonged event is governed by the binding contract and applicable law.

14

Warranties, Remedies and Liability

We will supply goods conforming to the specifications expressly agreed in the binding order documents, subject to the permitted manufacturer variations described above. Any additional warranty, remedy, liability cap or exclusion applies only if stated in the binding contract or arising under applicable law.

To the maximum extent permitted by applicable law, neither party is liable for an indirect or consequential loss that was not reasonably foreseeable from the agreed transaction. This website does not exclude or limit liability where exclusion is prohibited, including liability that applicable law makes non-excludable for fraud, fraudulent misrepresentation, intentional misconduct, certain grossly negligent conduct, death or personal injury, or mandatory product-liability obligations.

The buyer must use reasonable efforts to minimise loss and must not recover more than once for the same loss. Nothing in these terms creates a guarantee of uninterrupted supply, resale margin, market price, regulatory approval, customer demand or profit.

15

Brands, Website Content and Intellectual Property

Beer brand names, logos, packaging and other third-party marks belong to their respective owners. Their appearance on this website identifies products that may be available for B2B enquiry; it does not imply brand ownership, an exclusive distributorship, sponsorship or a licence beyond rights lawfully connected with the relevant goods.

WooveBeer website text, page design, original graphics and other original materials may not be copied, republished, scraped for republication or commercially exploited without prior written permission, except to the extent permitted by law. A buyer is responsible for ensuring that its local advertising and resale use of brand materials is authorised and complies with destination-market rules.

16

Confidential Information and Personal Data

Non-public quotations, price lists, allocations, supplier information, buyer information, banking information and negotiated terms must be kept confidential and used only to evaluate or perform the proposed transaction, unless disclosure is authorised, required for professional advisers or service providers under suitable duties, or required by law. This obligation does not cover information that is lawfully public, independently developed or lawfully received without confidentiality restriction.

Personal data submitted through the website or commercial correspondence is handled as explained in our Privacy Policy. Each party remains responsible for its own data-protection duties when sharing contact, delivery, ownership or compliance information.

17

Governing Law, CISG and Dispute Resolution

The governing law, court or arbitral forum, venue and language for a transaction are those expressly stated in the signed contract, order confirmation or accepted quotation. If no valid choice is made, they are determined by the applicable conflict-of-laws rules, jurisdiction rules and international conventions. The German fulfilment location does not create a default choice of German law or Stuttgart jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) may govern an international sale when its conditions are met and the parties have not validly excluded it. Whether the CISG applies to a particular order must be assessed from the parties, transaction documents and applicable rules; its appearance here is not an automatic inclusion or exclusion.

Before commencing formal proceedings, each party should give written notice describing the dispute and allow authorised commercial representatives a reasonable opportunity to seek a negotiated resolution. This step does not prevent urgent protective relief or allow a limitation period to expire.

18

General Contract Provisions

• Notices: Commercial notices may be sent using the authorised email addresses recorded for the order. A contract may require a different method for formal legal notices.
• Assignment: Neither party may transfer the contract contrary to its express terms or applicable law. Use of carriers, warehouses, payment providers or other subcontractors does not by itself transfer the contracting party’s obligations.
• No waiver: A delay or failure to enforce a right is not a waiver. A waiver must be clear and applies only to the matter for which it is given.
• Severability: If a provision is invalid or unenforceable, the remaining provisions continue to the extent legally possible. The affected provision is interpreted or replaced as closely as permitted to reflect its lawful commercial purpose.
• Entire agreement: The documents identified in the priority clause form the agreement for the transaction and replace earlier statements about the same subject, without excluding liability for fraud or another matter that cannot lawfully be excluded.
• Electronic communications: Signatures, acceptances and records may be electronic where the transaction documents and applicable law permit.
• Language: This website version is published in English. A transaction-specific language and any precedence rule must be stated in the binding documents.
• Updates: We may update these website terms prospectively. Unless the parties agree otherwise, an accepted order is governed by the version incorporated when that order became binding.