Conditions

 

General terms and conditions of the company:

Biova GmbH
Waldstraße 2
D-72218 Wildberg

Managing Director: Raphael Deckert

Authorized signatory: Sebastian Deckert

Sales tax identification number according to § 27 a sales tax law: DE292460697

§ 1 Validity of the conditions:

Our deliveries and services are provided exclusively on the basis of these terms and conditions and only to merchants in accordance with §§1 ff HGB. Any deviating terms and conditions of the contractual partner (hereinafter referred to as partner) shall not be valid, even if they have been signed by us. All offers, deliveries and other services are provided in accordance with the general business relations valid on the day of performance. Our AGB´s are automatically recognized by commercial agents / commercial travellers / partners / suppliers / customers etc. when entering our premises (shop, office, warehouse etc.). Own AGB´s from contracts of commercial agents / commercial travellers / partners / suppliers & customers who contradict our, can and will not be recognized.

§ 2 Offer and conclusion of contract

Our offers are subject to change and non-binding. The order or placing of an order by the partner represents a contractual application to us in accordance with §§145ff BGB to which the partner is bound. A contract is only concluded by written confirmation or performance.

Orders should normally be placed by fax, e-mail or telephone. In the case of telephone orders and telephone offers, the partner bears the risk of misunderstandings/transmission errors, unless these can be attributed to intent or gross negligence on our part. If individual order items cannot be delivered due to non-delivery by our suppliers, the purchase contract shall be deemed not concluded with regard to these items, insofar as we are not responsible for the non-delivery. In all other respects, the contract remains unaffected, unless this demonstrably contradicts the interest of the partner. We expressly assume no procurement risk.

§ 3 Prices

The list prices quoted in our sales documents and in the online shop in euros plus the respective statutory value-added tax (exception: exports and EC shipments) shall apply.

If product or price information is inadvertently incorrect, we reserve the right to correct it.

All price quotations lose their validity with every new edition of the price lists or revision of the prices in the online shop. The partner is obliged to inform himself independently about the current conditions. For this purpose, the partner can contact us in writing, by e-mail or by telephone or inform himself directly in the online shop, which is usually revised at the same time as new price lists and conditions are issued. In the event of deviations, the written sales documents, which the partner can request at any time, shall apply.

Our prices are ex warehouse, excluding freight, postage, packaging and insurance.

In the event of significant changes in wage, material, energy and transport costs, we are entitled to make an appropriate adjustment to the prices.

We reserve the right to a surcharge of at least 20% for custom-made products. Special designs must also be confirmed in writing and are excluded from return (exception: defective goods). In case of serious dimensional deviations, please ask for a cost estimate.

§ 4 Payment

Payments are to be paid with 2% discount deduction by prepayment (obligatory), cash on delivery or bank debit (2% discount) (domestic). Payments from foreign customers are made by cash on delivery, prepayment or SEPA payment. Delivery cannot be made on open account. In case of a direct debit return we charge a handling fee of 15 EUR per direct debit attempt. We reserve the right to exclude certain payment methods in individual cases.

Custom-made products only against prepayment, 50% due with order placement, 50% with shipping notification by us.

If we deliver partially faulty, the partner must pay for the faultless part, unless the partial delivery is demonstrably of no interest to him. If our terms of payment are not complied with or indications are known that reduce the creditworthiness of the partner, our claims shall become due immediately irrespective of the originally agreed due dates. In this case, we are also entitled to refuse services still to be rendered until the partner performs his services or provides security. Furthermore, we may demand the return of the goods delivered under retention of title or otherwise dispose of them without this request indicating a withdrawal from the contract, as well as assert claims for damages. Furthermore, we shall be entitled to withdraw from all current contracts in whole or in part at our discretion and without setting a deadline.

Offsetting by the partner is only permitted if the claims against us are undisputed or legally established.

§ 5 Simple and extended retention of title

The following simple and extended retention of title is agreed:

1.      The objects of delivery (goods subject to retention of title) remain the property of the supplier until all claims against the customer arising from the business relationship have been fulfilled. If the value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 20 %, the Supplier shall release a corresponding part of the security interests at the request of the Purchaser; the Supplier shall be entitled to choose between various security interests upon release.

2.      For the duration of the retention of title, the customer is prohibited from pledging the goods or transferring them by way of security and resale is only permitted to resellers in the normal course of business and only on condition that the reseller receives payment from his customer or makes the reservation that ownership is transferred to the customer if the customer has fulfilled his payment obligation.

3.      If the customer resells goods subject to retention of title, his future claims from the resale against his customers with all ancillary rights - including any balance claim - are already now assigned to the supplier by way of security, without any further special declaration being required. If the reserved goods are resold together with other items without an individual price having been agreed for the reserved goods, the purchaser shall assign to the supplier that part of the total price claim which corresponds to the price of the reserved goods invoiced by the supplier.

4.a) The purchaser is permitted to process the reserved goods or to mix or combine them with other objects. The processing is carried out for the supplier. The Purchaser shall store the new item thereby created for the Supplier with the care of a prudent businessman. The new item shall be deemed to be reserved goods.

4.b) The supplier and the customer hereby agree that in the event of combination or mixing with other objects not belonging to the supplier, the supplier is in any case entitled to ownership of the new object in the amount of the share resulting from the ratio of the value of the combined or mixed reserved goods to the value of the remaining goods at the time of combination or mixing. In this respect, the new item shall be deemed to be reserved goods.

4.c) The regulation on the assignment of claims according to No. 3 also applies to the new item. However, the figure shall only apply up to the amount corresponding to the value of the processed, combined or mixed reserved goods invoiced by the supplier.

4.d) If the purchaser combines the goods subject to retention of title with real estate or moveable property, he shall also assign to the supplier by way of security his claim to which he is entitled as remuneration for the combination, together with all ancillary rights, in the amount of the ratio of the value of the combined goods subject to retention of title to the other rights at the time of the combination, without any further special declaration being required.

5.      Until revoked, the customer is entitled to collect the assigned claim from the resale. In the event of an important reason, in particular default of payment, suspension of payments, opening of insolvency proceedings, protest of a bill of exchange or justified indications of overindebtedness or imminent insolvency of the Customer, the Supplier shall be entitled to revoke the Customer's authority to collect. In addition, the Supplier may, after prior warning and within a reasonable period of time, disclose the assignment by way of security, realise the assigned claim and demand disclosure of the assignment by way of security by the Customer to the Customer.

6.      In the event of seizure, confiscation or other disposal or intervention by third parties, the Purchaser shall notify the Supplier without delay. If a justified interest is substantiated, the Purchaser shall immediately provide the Supplier with the information necessary to assert its rights against the customer and hand over the necessary documents.

7.      In the event of a breach of duty on the part of the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled not only to take back the goods but also to withdraw from the contract if a reasonable deadline set by the Purchaser has not been met; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The customer is obliged to surrender the goods. Taking back or asserting the retention of title or seizure of the reserved goods by the supplier does not constitute withdrawal from the contract, unless the supplier had expressly declared this.

§ 6 Delivery

Delivery times are only approximately agreed and are met if the goods have left our warehouse before the expiry of time or if readiness for dispatch has been notified. In the event of premature delivery, this date shall be decisive and not the originally agreed date.

Partial deliveries and partial services are, as far as customary in the trade, permissible and will be invoiced separately (administration of arrears). They are exceptionally inadmissible if partial performance is of no interest to the partner or if a corresponding agreement has been made with us.

Both non-binding and binding agreements regarding the delivery time must be made in writing.

It is not sufficient for a fixed-market transaction within the meaning of Section 376 of the German Commercial Code that a delivery period specified in the calendar has been agreed. Rather, a declaration by the partner is additionally required upon conclusion of the contract that he reserves the right to withdraw from the contract without setting a further grace period if the delivery period is exceeded.

If a binding delivery deadline agreed upon is not met by us, the partner can assert further rights after the occurrence of the delay, a warning and setting of an appropriate extension of time. If the partner has reserved the right to withdraw from the contract in the event of non-compliance with the binding delivery date agreed, the setting of a grace period is not required. In this case, the assertion of claims for damages is excluded, unless we can be accused of gross negligence or intent.

The delivery period shall be extended appropriately in the event of force majeure and events which make delivery considerably more difficult or impossible (e.g. official intervention, industrial disputes, unrest, operational disruptions, strike, delayed delivery by the sub-supplier) and which we were unable to avert despite reasonable care under the circumstances of the case. We will endeavour to inform the partner of such obstacles without delay. The same applies if the aforementioned obstacles occur during the delay.

In the event of delay damage on the part of our partner, we shall be liable in the event of delay in delivery, which is not due to intent or gross negligence, for each completed week of delay up to a maximum of 3%, but not more than a total of 15% of the value of the object of purchase, which cannot be delivered on time due to the delay.

§ 6.1 Compensation for damages

If the customer does not accept a purchased goods or service and if we cannot establish gross negligence for the non-acceptance, the customer is obliged to pay damages of 30% of the original net invoice amount due to non-acceptance of the goods or service, unless we can prove a actually higher damage or the customer can prove that a damage or a reduction in value has not occurred at all or is considerably lower than the lump sum.

§ 7 Transfer of risk

If the goods are dispatched at the request of the partner, the risk of accidental loss or accidental deterioration of the goods shall pass to the partner upon dispatch of the goods, at the latest upon leaving the warehouse. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs. We reserve the right to choose the dispatch route and the person designated to carry out the dispatch.

If we take over the transport, the risk of the transport - unless otherwise agreed in writing - is also borne by the partner.

If dispatch is delayed at the request of the partner, he shall bear the risk of damage to or loss of the goods from the time of notification of our readiness for dispatch. The storage costs incurred by us due to the delay will be invoiced at 1% of the invoice amount per week or part thereof. The same applies in the event of default in acceptance by the partner.

If we have assumed the transport risk, the goods must be immediately examined for damage by the partner, immediately notified to us in writing and documented by a corresponding notice of damage to the forwarding agent. We reserve the right to inspect the goods by our employees/representatives.

§ 8 Withdrawal from the contract due to impossibility and delay

If the partner withdraws because of a delay, which is solely due to simple negligence on our part, he has no claim for damages.

In the event of permanent non-delivery by our suppliers, both parties may withdraw from the entire contract.

In addition, we are entitled to withdraw from the contract if the customer is not creditworthy, if he sells goods subject to our reservation of title by assignment by way of security or pledging or if he does not handle these goods properly, if the service is made impossible or unreasonably difficult for us without our influence and without our fault, or if the customer substantially violates his contractual obligations.

In all other respects, the right of both parties to withdraw from the contract shall be governed by the statutory provisions.

§ 9 Warranty/Material Defects

Our partner is obliged to properly comply with his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). Obvious defects must be reported to us in writing immediately, but no later than 14 days after receipt of the goods, concealed defects immediately after their discovery. Otherwise the goods shall be deemed to have been approved. Typical surface changes as well as deviations in colour, shape, weight and size cannot be avoided with natural products and do not constitute a defect.

Claims for defects in newly manufactured goods shall become statute-barred twelve months after delivery of the goods delivered by us to the partner; in the case of used goods there is no warranty claim.

Our consent must be obtained before returning the defective goods. The goods must be returned free domicile, stating the delivery note or invoice number; if the goods are returned justifiably, the usual freight costs will be credited.

If there was a defect in the item at the time of transfer of risk, we shall, subject to timely notification of the defect, at our discretion repair or deliver replacement goods. If the subsequent performance fails, the partner can withdraw from the contract or reduce the remuneration. Claims for damages of the partner remain unaffected. The partner cannot demand compensation for wasted expenses and lost profit.

Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, insignificant impairment of usability and natural wear and tear. If the partner or third parties carry out improper modifications and work, no claims for defects exist for these and the resulting consequences either.

The partner has recourse claims against us only insofar as he has not made any agreements with his customer that go beyond the statutory provisions.

We are only liable for damage resulting from the defectiveness of an item if this is attributable to at least grossly negligent breach of duty on our part, our legal representatives or our vicarious agents. The same applies to expenses incurred in vain. The foregoing restriction expressly does not apply if liability for damages resulting from injury to life, body or health is justified by the culpable breach of duty on our part, on the part of our legal representatives or vicarious agents.

The partner must prove the cause and amount of the damage.

In all other respects, the warranty shall be governed by the applicable statutory provisions.

§ 10 Right of revocation against business partners in the sense of BGB´s

We grant ourselves, with all contracts which were closed in our premises, a 14-day right of revocation opposite our business partners (commercial agents / commercial traveler / supplier / partners).

On equal terms according to § 355 BGB.

§ 11 Disclaimer

In all other respects, our liability, as well as that of our legal representatives and vicarious agents, is limited to intent and gross negligence; this limitation expressly does not apply if liability is justified for damages resulting from injury to life, body or health.

§ 12 Data Storage / Data Protection

The data necessary for business transactions are processed and stored electronically. Personal data will be treated confidentially and will not be passed on to third parties.

Consent for the collection and processing of data by Biova GmbH

Due to the new DSGVO (Data Protection Basic Regulation), we must obtain your consent from 25.05.2018 to use your data for processing all orders / inquiries. We will process your data with great care and only use it for order processing purposes. Many thanks at this point for your understanding and approval. By contacting us and making inquiries, you automatically agree to our privacy policy. This is the only way we can provide you with the desired information smoothly. This consent is mandatory so that we can continue to serve you as a customer without any problems.

The following personal data is collected and processed for our service:

  • Company name
  • Contact information: Name, first name
  • Tax-relevant information (e.g. VAT identification number)
  • Address
  • Telephone number / fax number
  • e-mail address
  • Bank details

This data is stored on Biova GmbH's server and can only be viewed by authorised persons. We hereby assure that the EDP carried out by us is carried out on the basis of applicable laws and is necessary for the conclusion of the contractual relationship. In addition, the user's consent is required for any further data collection - purely for business purposes.

user rights

The undersigned has the right to revoke this consent at any time without stating a reason. Furthermore, data collected can be corrected, deleted or its collection restricted as required. On request, you can request detailed information on the scope of the data collection we have undertaken at the address below. Data transmission may also be requested if the undersigned wishes his data to be transmitted to a third party.

Consequences of non-signing

The undersigned has the right not to agree to this declaration of consent - however, since our service depends on the collection and processing of the data mentioned, a non-signature would exclude the use of the service.

liaison

Complaints, requests for information and other concerns should be addressed to the following office:

Biova GmbH
Waldstraße 2
72218 Wildberg

Further information on data protection and regulations at Biova GmbH can be found on the Internet at
https://www.biova.de/en/data-privacy

§ 13 Miscellaneous

In the case of unauthorized returns of goods, we are free to refuse acceptance or to charge a lump-sum fee of 15% of the value of the goods (at least 5.20 euros) for processing and restocking.

The acceptance of unfree shipments is generally refused.

Price changes, technical changes, colour, shape, weight and size deviations as well as detailed changes of product descriptions and pictures in our sales documents and in the online shop are reserved. No liability can be assumed for printing and writing errors.

The partner is obliged to notify all important changes concerning his company, e.g. the company name, the company form, owner, authorised representatives, address. In addition, the partner undertakes to inform us in the event of a serious deterioration in the financial situation of his company and to release us from any delivery obligations.

§ 14 Place of Performance / Place of Jurisdiction

The place of performance for all obligations arising from the contractual relationship is our place of business.

The place of jurisdiction for all legal disputes arising from the contractual relationship as well as for its creation and its effectiveness shall be determined by our place of business or, at our discretion, by the domicile of the partner.

These GTC and all legal relationships of the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

§ 15 Final clauses

Amendments and supplements to these clauses must be made in writing.

Should individual provisions of this contract be/become ineffective or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to replace this invalid provision with a legally permissible provision which also comes closest to the economic purpose of the invalid provision.

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