Terms of service

Terms and Conditions for Business Customers (B2B)

Last updated: 16 July 2026

1. Scope and customer eligibility

  1. These Terms and Conditions apply to all contracts for the sale and delivery of goods concluded between WAKABA Matcha & Tea GmbH and its customers through our B2B online store, by email, on the basis of an individual quotation or by any other means.

  2. Our products and services are offered 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.

  3. Consumers within the meaning of Section 13 BGB are excluded from entering into contracts through this B2B store.

  4. By registering, submitting an enquiry or placing an order, the customer confirms that the contract is concluded for purposes relating to its commercial, business or independent professional activity.

  5. We may request appropriate evidence of the customer’s business status, including a commercial register extract, business registration certificate or valid VAT identification number.

  6. If the customer’s business status cannot be sufficiently verified, we may reject the registration, account application or order.

  7. Any conflicting, deviating or supplementary terms and conditions of the customer shall only apply if we have expressly agreed to them in text form.

  8. Individual agreements between us and the customer shall take precedence over these Terms and Conditions.

2. Contracting party and contact details

The contracting party is:

WAKABA Matcha & Tea GmbH
Hansaallee 113
40549 Düsseldorf
Germany

Managing Director: Asuka Ohashi

Email: info@matcha-wakaba.com

Register court: Amtsgericht Düsseldorf
Commercial register number: HRB 112717

VAT identification number: DE462637113

3. Offers and conclusion of contract

  1. The presentation of products in our B2B online store, catalogues, price lists or other sales materials does not generally constitute a binding contractual offer. It constitutes an invitation to the customer to submit an order, unless expressly stated otherwise.

  2. By submitting an order, the customer makes a binding offer to conclude a purchase contract.

  3. An automated acknowledgement of receipt of the order does not constitute acceptance of the customer’s offer.

  4. The contract is concluded when we accept the order within five business days by sending an order confirmation in text form or by dispatching the ordered goods.

  5. If we do not accept the order within this period, the customer is no longer bound by the offer.

  6. In the case of an individual quotation, the contract is concluded when the customer accepts the quotation within the stated validity period.

  7. If no acceptance period is stated in the quotation, the quotation may be accepted within seven calendar days.

  8. We may reject orders, in particular where:

  • products are unavailable;

  • the customer’s business status has not been verified;

  • previous invoices remain unpaid;

  • there are reasonable doubts regarding the customer’s ability to pay;

  • the order appears incorrect, abusive or fraudulent.

  1. Information regarding prices, delivery times and available quantities remains subject to product availability and final commercial review until the contract has been concluded.

4. Ordering process, contract language and communication

  1. Before submitting an online order, the customer may review and correct the information entered.

  2. The contract language is German.

  3. Communication and contractual documents may additionally be provided in English.

  4. If there are discrepancies between the German and English versions of these Terms and Conditions, the German version shall prevail.

  5. The customer must provide complete and accurate information when registering or placing an order and must update such information without undue delay if it changes.

  6. Communication relating to the performance of the contract will generally take place by email.

  7. The customer must ensure that the email address provided is correct and that our messages are not blocked by spam filters or other technical systems.

  8. Order and contract information will be stored by us in accordance with applicable statutory retention requirements.

  9. The customer is responsible for retaining copies of the contractual documents provided.

5. Product characteristics, natural products and samples

  1. The agreed characteristics of the goods are determined by the relevant product description, quotation, order confirmation and any specifications expressly agreed between the parties.

  2. Matcha, tea and other plant-based products are natural products.

  3. Natural variations may occur between different harvests, production periods and batches, particularly in relation to:

  • colour;

  • taste;

  • aroma;

  • texture;

  • consistency;

  • particle structure.

  1. Normal commercial and natural variations do not constitute a defect, provided that the expressly agreed characteristics and the ordinary or contractually intended use of the goods are not materially impaired.

  2. Product samples are generally provided for non-binding evaluation purposes.

  3. A sample shall only constitute a binding quality reference if this has been expressly agreed in writing or in text form.

  4. Best-before dates and information regarding product quality apply to unopened goods stored in accordance with the storage conditions stated on the packaging or in the relevant product specification.

  5. If the customer processes, mixes, repackages or uses the goods for a particular manufacturing purpose, the customer is responsible for verifying their suitability for the intended purpose unless we have expressly confirmed a particular suitability.

6. Prices, VAT and additional costs

  1. Unless expressly stated otherwise, all prices quoted to business customers are net prices and are subject to the applicable statutory value-added tax.

  2. Shipping costs, packaging costs, transport insurance, customs duties, import taxes and other public charges are not included in the product price unless expressly agreed otherwise.

  3. Quantity-based prices and discounts apply only to the order quantity stated in the relevant offer or online store.

  4. Discounts and special pricing cannot be transferred to other orders unless expressly agreed.

  5. A VAT-exempt intra-Community supply can only be invoiced if all applicable legal requirements are met and the customer provides a valid VAT identification number and all required information in good time.

  6. For deliveries outside the European Union, customs duties, import VAT and other charges imposed in the destination country shall be borne by the customer unless different delivery terms have been expressly agreed.

7. Payment terms and late payment

  1. The payment methods available for a particular order are displayed in the online store, quotation or invoice.

  2. Unless otherwise expressly agreed, delivery is made against advance payment.

  3. Where payment by invoice has been agreed, the invoice amount must be paid without deduction within the payment period stated on the invoice.

  4. If no specific payment period is stated, the invoice amount is due immediately.

  5. Payment shall be deemed timely only when the full amount has been credited to our bank account.

  6. In the event of late payment, the statutory rules on default interest applicable to transactions not involving a consumer shall apply.

  7. We reserve the right to claim the statutory fixed compensation for late payment and any additional loss caused by the delay.

  8. The customer may only set off claims that are undisputed or have been finally established by a court.

  9. The customer may only exercise a right of retention in relation to claims arising from the same contractual relationship.

  10. If invoices remain unpaid or overdue, we may:

  • suspend further deliveries;

  • require advance payment for outstanding orders;

  • require appropriate security;

  • withdraw previously granted payment terms or credit limits.

8. Delivery, delivery periods and force majeure

  1. Delivery periods are stated in the relevant quotation, product description or order confirmation.

  2. Delivery dates are only binding if they have been expressly agreed as binding.

  3. Unless otherwise agreed, the delivery period begins after conclusion of the contract, but not before:

  • receipt of an agreed advance payment;

  • receipt of all information required to process the order;

  • receipt of all necessary approvals, documents or product releases.

  1. Reasonable partial deliveries are permitted where they are acceptable to the customer.

  2. Additional shipping costs for a partial delivery initiated by us will only be charged where this has been agreed in advance.

  3. The customer must ensure that the goods can be properly and promptly accepted at the stated delivery address.

  4. Additional costs caused by an incorrect delivery address, refusal to accept delivery or an unsuccessful delivery attempt attributable to the customer may be charged to the customer.

  5. Events of force majeure and other circumstances beyond our reasonable control that temporarily prevent or materially hinder delivery shall extend the delivery period for the duration of the disruption plus a reasonable restart period.

  6. Such circumstances may include:

  • natural disasters;

  • fire;

  • war or civil unrest;

  • government measures;

  • strikes or industrial action;

  • pandemics;

  • serious transport disruption;

  • shortages of energy, raw materials or packaging;

  • unforeseen failure of suppliers to deliver, where we are not responsible for that failure.

  1. We will inform the customer within a reasonable period if a substantial delivery disruption occurs.

  2. If the disruption continues for more than eight weeks, either party may terminate or withdraw from the unfulfilled part of the contract.

  3. Payments already received for goods that have not been delivered will be refunded.

9. Shipping and transfer of risk

  1. Where the goods are dispatched at the customer’s request, the risk of accidental loss or accidental deterioration passes to the customer when the goods are handed over to the carrier, freight forwarder or other person appointed to perform the shipment.

  2. This applies regardless of whether we bear the shipping costs and also applies to partial deliveries.

  3. In the case of collection by the customer, risk passes when the goods are handed over to the customer.

  4. If the customer is late in collecting or accepting the goods, risk passes when the delay in acceptance begins.

  5. Transport insurance will only be arranged at the customer’s express request and expense, unless otherwise agreed.

10. Retention of title

  1. The goods supplied remain our property until all current claims arising from the ongoing business relationship have been paid in full.

  2. The customer may resell goods subject to retention of title in the ordinary course of business.

  3. The customer may not pledge or transfer such goods as security without our prior consent.

  4. The customer hereby assigns to us all claims arising from the resale of goods subject to retention of title, up to the total invoice amount including VAT. We accept this assignment.

  5. The customer remains authorised to collect the assigned claims unless this authorisation is withdrawn.

  6. We may withdraw the authorisation if the customer fails to meet its payment obligations.

  7. Any processing or transformation of the goods subject to retention of title is carried out on our behalf.

  8. If the goods are processed or combined with goods that do not belong to us, we shall acquire co-ownership of the new item in proportion to the invoice value of our goods compared with the value of the other goods at the time of processing.

  9. The customer must notify us without undue delay of any third-party access to goods subject to retention of title, including seizure or attachment.

  10. If the realisable value of the securities held by us exceeds the secured claims by more than ten percent, we shall release securities of our choice at the customer’s request.

11. Inspection of goods and notification of defects

  1. The customer must inspect the goods promptly after receipt in the ordinary course of business for:

  • completeness;

  • correct product identity;

  • visible transport damage;

  • visible defects;

  • deviations from the agreed quantity or specification.

  1. Where the customer is a merchant, the statutory inspection and notification obligations under Section 377 of the German Commercial Code apply.

  2. Visible transport damage should be documented directly with the carrier at the time of delivery and reported to us without undue delay.

  3. A complaint should, where possible, include:

  • order or invoice number;

  • product name;

  • affected quantity;

  • batch or lot number;

  • best-before date;

  • detailed description of the defect;

  • photographs or videos;

  • information concerning storage and use.

  1. The customer may be required to retain an appropriate quantity of the affected goods and provide a representative sample for examination where this is reasonable.

  2. Damage or deterioration caused after the transfer of risk by improper storage, heat, moisture, light, contamination, damaged packaging or improper processing does not constitute a defect for which we are responsible.

12. No statutory right of withdrawal and returns of goods without defects

  1. As contracts are concluded exclusively with business customers, there is no statutory consumer right of withdrawal.

  2. Business customers do not have a general right to cancel an order within 14 days without giving a reason.

  3. Goods that are free from defects may only be returned or exchanged following our prior express approval.

  4. Acceptance of returned goods does not constitute acknowledgement of a defect or of a legal obligation to accept the return.

  5. Goods must not be returned without prior authorisation.

  6. Unauthorised returns may be:

  • refused;

  • returned to the customer at the customer’s cost and risk;

  • temporarily stored at the customer’s expense.

13. Defect claims and limitation period

  1. In the event of a justified defect, the customer’s statutory rights shall apply subject to the following provisions.

  2. We are entitled to inspect the affected goods or have them inspected by a suitable third party.

  3. The customer must provide us with a reasonable opportunity to remedy a justified defect.

  4. Unless urgent circumstances justify otherwise, the customer may not remedy the defect itself or engage a third party at our expense until a reasonable period granted to us for remedy has expired without success.

  5. The limitation period for claims arising from defects is one year from delivery of the goods.

  6. This shortened limitation period does not apply to claims arising from:

  • intentional or grossly negligent conduct;

  • injury to life, body or health;

  • fraudulent concealment of a defect;

  • an expressly assumed guarantee;

  • mandatory statutory rights of recourse;

  • other claims for which the law does not permit a shortened limitation period.

14. Liability

  1. We shall be liable without limitation for damage caused intentionally or by gross negligence.

  2. We shall also be liable without limitation for:

  • culpable injury to life, body or health;

  • fraudulent concealment of a defect;

  • expressly assumed guarantees;

  • claims under mandatory product liability legislation.

  1. In the event of a slightly negligent breach of a material contractual obligation, our liability is limited to the damage that was typical and reasonably foreseeable when the contract was concluded.

  2. A material contractual obligation is an obligation whose performance is essential for the proper execution of the contract and on whose performance the customer may regularly rely.

  3. Liability for other damage caused by slight negligence is excluded.

  4. These limitations of liability also apply in favour of our legal representatives, employees and agents.

15. Resale, processing and the customer’s legal responsibilities

  1. The customer is responsible for compliance with all laws and regulations applicable to its own processing, repackaging, labelling, advertising, storage and resale of the goods.

  2. This applies in particular to:

  • food-labelling requirements;

  • traceability requirements;

  • health and nutrition claims;

  • allergen information;

  • organic claims and certification;

  • origin claims;

  • import requirements;

  • registration and notification obligations.

  1. Our statutory obligations relating to the goods supplied by us in the agreed form remain unaffected.

  2. The customer must not remove, obscure or alter batch numbers, lot numbers, best-before dates, origin information or control-body details unless this is required for lawful processing or repackaging and is permitted by law.

  3. In the event of a safety-related complaint, regulatory investigation or product recall, the parties shall inform each other without undue delay and cooperate to a reasonable extent.

  4. The customer must not use misleading, unlawful or unauthorised claims concerning the characteristics, origin, health effects or certification of the products.

16. Trademarks, product images and intellectual property

  1. All trademarks, logos, product images, product descriptions, designs and other content remain the property of the respective rights holders.

  2. The purchase of goods does not grant the customer any rights of use beyond the contractual resale of the original goods.

  3. Use of our trademarks, logos, product images or marketing materials for the customer’s own advertising requires our prior consent unless such use has already been expressly authorised.

  4. Repackaging or marketing products under a WAKABA trademark requires our prior consent, except where the customer resells the goods unchanged in their original packaging.

17. Governing law, place of performance and jurisdiction

  1. The law of the Federal Republic of Germany applies.

  2. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

  3. To the extent legally permissible and unless expressly agreed otherwise, Düsseldorf is the place of performance for deliveries and payments.

  4. If the customer is a merchant, a legal entity under public law or a special fund under public law, Düsseldorf shall be the exclusive place of jurisdiction for all disputes arising from or relating to the contractual relationship.

  5. The same applies where the customer has no general place of jurisdiction in Germany.

  6. We remain entitled to bring proceedings against the customer at the customer’s general place of jurisdiction.

18. Final provisions

  1. Amendments and additions to the contract must be made at least in text form unless stricter legal form requirements apply.

  2. Individual agreements between the parties remain unaffected.

  3. If any provision of these Terms and Conditions is or becomes wholly or partly invalid, the validity of the remaining provisions shall not be affected to the extent permitted by law.

  4. The applicable statutory provisions shall replace any invalid provision.