General terms and conditions of the company:
Forest road 2
72218 Wildberg, Germany
Managing director: Raphael Deckert, Martin Vonmetz
Authorized signatory: Sebastian Deckert, Sylvia Haas
Sales tax identification number according to § 27 a Umsatzsteuergesetz: DE292460697
§1 Validity of the terms and 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 (German Commercial Code). 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 shall be provided in accordance with the General Terms and Conditions of Business in force on the day the service is provided. Our AGB's are recognized by commercial agents / commercial travelers / partners / suppliers / customers, etc. when entering our premises (store, office, warehouse, etc.) automatically by them. Own AGB's from contracts of commercial agents / commercial travelers / partners / suppliers & customers who contradict ours, can not 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 order of the partner represents a contract application in accordance with §§145ff BGB to us, to which the partner is bound. A contract is only concluded by written confirmation or performance of service. Orders should normally be placed via Biova Webshop, fax, e-mail or by telephone. In the case of telephone orders and offers made by telephone, the partner bears the risk of misunderstandings/transmission errors, insofar as these are not due 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 to have been concluded with regard to these items, insofar as we are not responsible for the non-delivery. In all other respects the contract shall remain unaffected insofar as this is not demonstrably contrary to the interests of the partner. We expressly do not assume any procurement risk.
The list prices in Euro stated in our sales documents and in the online store shall be authoritative, plus the respective statutory value added tax (exception: exports and EC shipments). Should product or price information be 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 store. The partner is obliged to inform himself independently about the current conditions. For this purpose, the Partner may contact us in writing, by e-mail or by telephone or obtain information directly from the online store, which is usually revised at the same time as new price lists and conditions are issued. In case of deviations, the written sales documents apply, which the partner can request at any time. 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 shall be entitled to make an appropriate adjustment to the prices. For custom-made products, we reserve the right to add at least 20% to the price. Custom-made products must also be confirmed in writing and are excluded from return (exception: defective goods). In case of serious dimensional deviations, please provide a cost estimate.
Payments are to be made with 2% discount deduction by prepayment (mandatory), cash on delivery or bank debit (2% discount) (domestic). Alternative payment methods are offered in the store, SEPA direct debit with 3% discount, Paypal (without deduction), credit card & cryptocurrencies. Payments from foreign customers are made by cash on delivery, prepayment or SEPA payment. Delivery on open account cannot be made. In the case of a direct debit return, we charge a processing fee of 15 EUR per debit attempt. We reserve the right to exclude certain payment methods in individual cases. Special productions only against prepayment, 50% due with placing of order, 50% with delivery advice by us. If we deliver partially faulty goods, 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 if indications are known which reduce the creditworthiness of the partner, our claims shall become due immediately irrespective of the originally agreed due dates. In addition, in this case we shall be entitled to refuse performance still to be rendered until the partner has rendered performance or provided collateral. In addition, we shall be entitled to demand the return of the goods delivered under retention of title or otherwise dispose of them, without this demand constituting a withdrawal from the contract, and to assert claims for damages. Furthermore, we shall be entitled to withdraw in whole or in part from all contracts still in progress at our discretion and without setting a deadline. Offsetting by the partner shall only be permissible insofar as it concerns undisputed or legally established claims against us.
§5 Simple and extended retention of title
The following simple and extended retention of title is agreed:
1. the objects of the delivery (reserved goods) shall remain the property of the supplier until all claims to which the supplier is entitled against the purchaser 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 different security interests when releasing the security interests. 2.
2. For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use them as security, and resale shall be permitted only to resellers in the ordinary course of their business and only on condition that the reseller receives payment from its customer or makes the transfer of title to the customer conditional upon the customer having fulfilled its payment obligations.
3. If the Purchaser resells the Retained Goods, it hereby assigns to the Supplier by way of security its future claims against its customers arising from the resale together with all ancillary rights - including any balance claim - without any further special declaration being required. If the Retained Goods are resold together with other items without an individual price having been agreed for the Retained Goods, the Purchaser shall assign to the Supplier that part of the total price claim which corresponds to the price of the Retained Goods invoiced by the Supplier.
4.a) The Purchaser shall be permitted to process the Retained Goods or to mix or combine them with other items. The processing shall be carried out for the Supplier. The Purchaser shall keep the resulting new item for the Supplier with the due care of a prudent businessman. The new item shall be deemed to be goods subject to retention of title.
4.b) The Supplier and the Purchaser already agree that in the event of combination or mixing with other items not belonging to the Supplier, the Supplier shall in any case be entitled to ownership of the new item 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 other goods at the time of combination or mixing. To this extent, the new item shall be deemed to be reserved goods.
4.c) The provision on the assignment of claims according to No. 3 shall also apply to the new item. However, the illustration 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 Retained Goods with real estate or movable property, it shall also assign to the Supplier, without any further special declaration being required, its claim to which it is entitled as remuneration for the combination, together with all ancillary rights, by way of security in the amount of the ratio of the value of the combined Retained Goods to the other combined goods at the time of combination.
5. Until revoked, the Purchaser shall be authorized to collect assigned claims from the resale. In the event of good cause, in particular default of payment, cessation of payments, opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or imminent insolvency of the Purchaser, the Supplier shall be entitled to revoke the Purchaser's collection authorization. In addition, the Supplier may disclose the assignment by way of security after prior notice and observance of a reasonable period of time, realize the assigned claim and demand disclosure of the assignment by way of security by the Purchaser to the Customer.
6. In the event of seizure, confiscation or other disposition 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 required to assert its rights against the Customer and hand over the necessary documents.
7. In the event of a breach of duty by the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled to rescind the contract in addition to taking back the Retained Goods following the unsuccessful expiry of a reasonable period of grace granted to the Purchaser; the statutory provisions concerning the dispensability of setting a period of grace shall remain unaffected. The Purchaser shall be obliged to surrender the goods. The taking back or the assertion of the reservation of title or the seizure of the reserved goods by the Supplier shall not constitute a rescission of the contract, unless the Supplier has expressly declared such rescission.
Delivery times shall be deemed to have been agreed only approximately and shall be deemed to have been complied with if the goods have left our warehouse before the expiry of such time or if notification has been given that the goods are ready for dispatch. In the event of premature delivery, this time shall be decisive and not the originally agreed time. Partial deliveries and partial services are permissible, insofar as this is customary in the trade, and will be invoiced separately (backlog management). They are exceptionally inadmissible if the partial fulfillment 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.
For a fixed trade transaction within the meaning of § 376 of the German Commercial Code (HGB), it is not sufficient that a delivery time determined by calendar is agreed. Rather, a declaration by the partner at the time of conclusion of the contract is additionally required to the effect that it reserves the right to withdraw from the contract without setting a further period of grace if the delivery period is exceeded.
In the event that a bindingly agreed delivery period is not met by us, the partner may assert further rights after default has occurred, a warning has been issued and a reasonable period of grace has been set. If the partner has reserved the right of withdrawal upon conclusion of the contract in the event of non-compliance with the bindingly agreed delivery date, it shall not be necessary to set a period of grace. In this case, unless we can be accused of gross negligence or intent, the assertion of claims for damages shall be excluded.
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 interventions, industrial disputes, riots, operational disruptions, strikes, delayed delivery by the upstream supplier) and which we were unable to avert despite reasonable care in the circumstances of the case. We shall endeavor to notify the partner of such obstacles without delay. The same shall apply if the aforementioned obstacles occur during the delay.
In the event of damage caused by a delay on the part of our partner, we shall be liable in the event of a delay in delivery which is not due to intent or gross negligence for a maximum of 3% for each full week of delay, but not more than a total of 15% of the value of the object of purchase which cannot be delivered on time as a result of the delay.
§6.1Compensation for damages
If the customer does not accept a purchased good or service and no gross negligence on our part can be established for the non-acceptance, the customer shall be obliged to pay damages of 30% of the original net invoice amount due to non-acceptance of the good or service, unless we prove an actually higher damage or the customer proves that a damage or, if applicable, a reduction in value did not occur at all or is significantly lower than the lump sum.
§7 Assumption 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 when the goods are dispatched, at the latest when they leave the warehouse. This shall apply 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 shipping route and the person designated to carry out the shipment.
If the transport is undertaken by us, the partner shall also bear the risk of the transport - unless otherwise agreed in writing. 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 as a result of the delay shall be invoiced at 1% of the invoice amount per week or part thereof. The same shall apply in the event of default in acceptance on the part of the partner. If we have assumed the transport risk, the goods must be inspected by the partner without delay for damage, a written complaint must also be submitted to us without delay, and evidence of this must be provided in the form of a corresponding damage report to the forwarding agent. We reserve the right to have the goods inspected by our employees/representatives.
§8 Withdrawal from the contract due to impossibility and delay
If the partner withdraws from the contract due to a delay caused solely by simple negligence on our part, he shall not be entitled to claim damages. In the event of permanent non-delivery by our suppliers, both parties may withdraw from the entire contract. Furthermore, we shall be entitled to withdraw from the contract if the customer is not creditworthy, if he disposes of goods subject to our reservation of title by way of transfer of ownership by way of security or pledge or if he does not handle such goods properly, if performance becomes impossible or unreasonably difficult for us without our being able to exert any influence and through no fault of our own or if the customer substantially breaches his contractual obligations. In all other respects, the mutual right of withdrawal shall be determined in accordance with the statutory provisions.
Our partner shall be obliged to duly comply with its obligations to inspect the goods and to give notice of defects pursuant to § 377 of the German Commercial Code (HGB). Obvious defects must be reported to us in writing without delay, but no later than 14 days after receipt of the goods, hidden defects without delay after their discovery. Otherwise, the goods shall be deemed to have been approved. Surface changes typical of use as well as deviations in color, shape, weight and size cannot be avoided in the case of 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 supplied by us to the partner; in the case of used goods there shall be no warranty claim. Our consent must be obtained before the defective goods are returned. The return shipment must be made carriage paid and must include the delivery bill or invoice number; if the return shipment is justified, the usual freight costs will be credited. If the goods were defective at the time of transfer of risk, we shall, at our discretion, either repair or replace the goods, subject to timely notification of defects. If the subsequent performance fails, the partner may withdraw from the contract or reduce the remuneration. Claims for damages by the partner shall remain unaffected. The partner cannot demand compensation for futile expenses and lost profit. Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality, insignificant impairment of usability and natural wear and tear. If improper modifications and work are carried out by the partner or third parties, there shall also be no claims for defects for these and the resulting consequences. The partner shall only have rights of recourse against us to the extent that it has not entered into any agreements with its customer which go beyond the statutory provisions. We shall only be liable for damage resulting from the defectiveness of an item if this is attributable to at least a grossly negligent breach of duty on our part, on the part of our legal representatives or on the part of our vicarious agents. The same shall apply to futile expenses. The above restriction shall expressly not apply if the culpable breach of duty on our part, on the part of our legal representatives or on the part of our vicarious agents gives rise to liability for damages arising from injury to life, limb or health. The partner must prove the reason and the amount of the damage. Otherwise, the warranty shall be determined in accordance with the applicable statutory provisions.
§10 Right of revocation against business partners in the sense of the BGB's
We grant ourselves, for all contracts which have been concluded in our premises, a 14-day right of withdrawal from our business partners (commercial agents / commercial travelers / suppliers / partners). On the same conditions according to § 355 BGB.
§11 Exclusion of liability
In all other respects, our liability, as well as that of our legal representatives and vicarious agents, shall be limited to intent and gross negligence; this limitation shall expressly not apply in the event of liability for damages arising from injury to life, limb or health.
§12 Data storage / data protection
The data required in the course of business shall be 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
For our service, the following personal data is collected and processed:
- Company name
- Contact person information: Last name, first name
- Information relevant to tax law (e.g. VAT ID number)
- Telephone number / fax number
- E-mail address
- Bank details
This data is stored on the Biova GmbH server and can only be viewed by authorized persons. We herewith assure that the EDP carried out by us is based on valid laws and is necessary for the realization of the contractual relationship. In addition, it requires the consent of the user for any further data collection - beyond the pure business transaction.
The undersigned has the right to revoke this consent at any time without giving reasons. Furthermore, collected data can be corrected, deleted or its collection restricted if necessary. Upon request, you can ask for detailed information about the scope of the data we have collected at the address below. A data transfer can also be requested should the signatory wish to have their data transferred to a third party.
Consequences of not signing
The undersigned has the right not to agree to this declaration of consent - however, since our service relies on the collection and processing of named data, failure to sign would preclude use of the service.
Complaints, requests for information and other concerns should be addressed to the following office:
72218 Wildberg, Germany
Further information on the subject of data protection and regulations at Biova GmbH can be found on the Internet at https://biova.de/en/data-privacy
In case of unauthorized return of goods, we are free to refuse acceptance or to charge a lump-sum fee for processing/restocking in the amount of 15% of the value of the goods (min. 5.20 Euro). The acceptance of unfree shipments will be refused in principle. We reserve the right to make price changes, technical changes, deviations in color, shape, weight and size as well as detailed changes to the product descriptions and images in our sales documents and in the online store. No liability can be accepted for printing and typing errors. The partner is obliged to inform us of all important changes concerning his company, e.g. the company name, company form, owner, authorized representatives, address. Furthermore, 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 / Jurisdiction
The place of performance for all obligations arising from the contractual relationship is our registered office. The place of jurisdiction for all legal disputes arising from the contractual relationship and its origin and effectiveness shall be determined by our registered office or, at our option, by the registered office of the partner. These General Terms and Conditions and all legal relationships between the parties shall be governed by the laws 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 invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace this invalid provision with a legally permissible provision that also comes closest to the economic purpose of the invalid provision.