1. Scope of Application

These Terms & Conditions apply exclusively to business-to-business (B2B) transactions. WooveBeer supplies strictly to commercial entities including wholesalers, retailers, and export traders. By engaging in a transaction, the buyer confirms their status as a registered business entity. These terms are governed by the German Civil Code (BGB) and Commercial Code (HGB) [^72^].

2. Quotations and Orders

All quotations issued by WooveBeer are non-binding and subject to stock availability until a formal Order Confirmation is issued in writing. Product specifications and packaging formats are subject to manufacturer changes. For international sales, the UN Convention on Contracts for the International Sale of Goods (CISG) may apply unless expressly excluded [^72^].

3. Prices and Incoterms

Prices are quoted in EUR (€) unless otherwise specified. Unless expressly stated in the quotation, all prices are Net and exclude:

• Value Added Tax (VAT) where applicable.
• Import duties, excise taxes, and local levies.
• Shipping and insurance costs (unless DAP terms are agreed).

Our delivery terms follow the Incoterms® 2020 rules published by the International Chamber of Commerce [^67^]. These internationally recognized trade terms define responsibilities, costs, and risks in global trade.

4. Payment Terms

The standard payment term is Advanced Payment (T/T) unless credit terms have been pre-approved in writing. Goods will only be released for dispatch or collection once the total invoice amount is cleared in our accounts. All transactions are subject to German banking regulations and EU financial compliance requirements.

5. Delivery and Risk Transfer

Risk transfers from WooveBeer to the buyer in accordance with the agreed Incoterms® 2020 (e.g., EXW Stuttgart, DAP, or FCA) [^67^]. WooveBeer is not liable for delays caused by customs clearance, shipping line disruptions, or force majeure events. For detailed guidance on Incoterms application, refer to the ICC Knowledge 2Go platform.

6. Inspection and Claims

Buyers must inspect all pallets upon arrival. Visible damages or shortages must be noted on the CMR or Bill of Lading and reported to WooveBeer within 48 hours. Claims without documented carrier notification cannot be processed. Under Section 377 HGB, merchants in B2B transactions must inspect goods immediately and notify defects without undue delay [^72^].

7. Compliance and Licensing

The buyer is solely responsible for obtaining all necessary import licenses and ensuring the products meet the labeling and health regulations of the destination market. This includes the payment of local alcohol excise duties. For EU trade, we comply with the EU Excise Duty regulations. For international trade, we may apply the UNIDROIT Principles of International Commercial Contracts as supplementary guidance [^77^].

8. Governing Law & Jurisdiction

These Terms & Conditions are governed by the laws of the Federal Republic of Germany, specifically the Bürgerliches Gesetzbuch (BGB) and Handelsgesetzbuch (HGB) [^72^]. The place of fulfillment and the exclusive place of jurisdiction for all disputes is Stuttgart, Germany. For cross-border disputes within the EU, the Brussels I Regulation (EU) No 1215/2012 on jurisdiction applies.