General Terms and Conditions (AGB)
Biopract ABT
§ 1 Scope of application
The following general terms and conditions apply to all legal transactions of Biopract ABT GmbH – hereinafter referred to as Biopract ABT – with its contractual partner – hereinafter referred to as “customer”. Customers may only be companies, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing.
§ 2 Subject matter and conclusion of contract
The subject matter of the contract is the sale of enzyme products, additives and products from the product portfolio as well as ancillary services of Biopract ABT. The contract is concluded with the acceptance of an offer from Biopract AB T by handshake, telephone, post, fax or email.
§ 3 Documents provided
We reserve the property rights and copyrights to all documents provided to the customer in connection with the order placement, such as calculations, drawings, etc.. These documents may not be made accessible to third parties unless we give the customer our express written consent.
§ 4 Prices and terms of payment
Prices are to be taken from the respective current price list or the customer-specific offer and do not include the legally applicable VAT. Costs for delivery and packaging are included in the prices unless shown separately. Unless otherwise agreed, all payments are due immediately after invoicing without deduction. If the payment terms are exceeded, Biopract ABT shall be entitled to default interest of 5% above the reference interest rate of the European Central Bank in accordance with the Discount Rate Transition Act without further reminder. Furthermore, a flat-rate reminder fee of EUR 5.00 shall be charged if due payments are not made and reminders are required.
§ 5 Right of withdrawal
Entrepreneurs are not granted a voluntary right of withdrawal.
§ 6 Transfer of risk on shipment
The risk of accidental loss and accidental deterioration shall pass to the customer as soon as Biopract ABT has delivered the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. The obligation to inspect and give notice of defects regulated in § 377 HGB shall apply among merchants. If the customer fails to make the notification stipulated therein, the goods shall be deemed to have been approved unless the defect was not recognizable during the inspection. This shall not apply if Biopract ABT has fraudulently concealed a defect.
§ 7 Retention of title
Ownership of the delivered goods shall not pass to the customer until the purchase price has been paid in full. Deliveries or services of Biopract ABT may not be pledged to third parties or assigned as security before full payment of the secured claims. The customer shall inform Biopract ABT immediately if a third party has seized or is about to seize the goods. As long as ownership has not yet been transferred to the customer, the customer shall be obliged to treat the purchased item with care. In particular, the customer shall be obliged to insure the goods adequately at its own expense against theft, fire and water damage at replacement value.
If the customer acts in breach of contract, in particular in the event of non-payment of the remuneration due, Biopract ABT shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the delivered goods in question on the basis of the retention of title and the withdrawal, as well as to withdraw the rights of use granted to the customer in respect of intellectual property. In this case, the claim to payment of the costs for transportation and insurance shall remain in force. Biopract is entitled to charge for the costs of return transportation.
§ 8 Warranty and notification of defects and recourse/manufacturer recourse
Warranty rights of the customer presuppose that the customer has duly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). Warranty claims shall expire 12 months after delivery of the goods supplied by Biopract ABT to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence and in the event of injury to life, limb and health based on an intentional or negligent breach of duty by the customer The consent of Biopract ABT must be obtained prior to any return of the goods.
If, despite all due care, the delivered goods exhibit a defect that already existed at the time of the transfer of risk, Biopract ABT shall, at its own discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. Biopract ABT shall always be given the opportunity for subsequent performance within a reasonable period of time. Recourse claims shall remain unaffected by the above provision without restriction. If the supplementary performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of damage that occurs after the transfer of risk as a result of incorrect or negligent handling, as well as due to special external influences that are not provided for in the contract.
Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, shall be excluded insofar as the expenses increase because the goods delivered by Biopract ABT have subsequently been moved to a location other than the customer’s branch office, unless the relocation corresponds to their intended use.
The customer shall only have rights of recourse against Biopract ABT insofar as the customer has not entered into any agreements with its customer that go beyond the legally mandatory claims for defects.
§ 9 Information in accordance with the Consumer Dispute Resolution Act (VSBG)
The European Commission provides a platform for online dispute resolution (OS): https://consumer-redress.ec.europa.eu/index_de.
We are not obliged or willing to participate in a dispute resolution procedure before a consumer arbitration board.
§ 10 Miscellaneous
This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is Berlin, unless otherwise stated in the order confirmation.
All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
§ 11 Force majeure
Explanation: Force majeure in national and international trade means unforeseeable, unavoidable events which are beyond the control of all parties involved in a commercial transaction and which could not have been avoided under the given circumstances by reasonable and appropriate means (e.g. fire, floods, earthquakes, blockades, wars, civil wars, riots, revolutions, strikes, embargoes, seizure of ships, piracy and also the loss of goods). e.g. fire, floods, earthquakes, blockades, wars, civil wars, riots, revolutions, strikes, embargoes, seizure of ships, piracy and also legal regulations on the part of the governments in the countries in which the manufacturers, suppliers and customers are based, etc.). The “force majeure clause” must expressly emphasize in affected trade agreements that in cases of force majeure, claims arising from obligations do not apply.
Therefore, the following is agreed: Force Majeure is governed by the ISF Rules, Section XXIV, Force Majeure. The force majeure clause of the International Chamber of Commerce (ICC), which is available from Biopract ABT upon request by the customer, is hereby incorporated into the contract. However, Biopract ABT shall in all circumstances be excused in the event of delays or failures in performance, labor disturbances, strikes and lockouts, and delays or failures in delivery by Biopract ABT or its suppliers. Biopract ABT shall in any case endeavor to keep delays to a minimum. Biopract ABT has the right to replace ordered components with similar components, provided, however, that the functionality of the original product can be maintained with the replacement products.
§ 12 Severability clause
Should one or more of the above provisions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the parties by a provision which comes closest to the economic interests of the contracting parties and which does not conflict with the remaining contractual agreement.
Biopract ABT GmbH
Alexander-Meißner-Straße 54
D-12526 Berlin
Phone: +49 (0)30 – 6670-2056
Fax: +49 (0)30 – 6670-2061
E-mail: info@biopract-abt.de
Sales tax ID: DE 312164618
