GENERAL TERMS AND CONDITIONS
Biova GmbH
Waldstraße 2 • D-72218 Wildberg
Managing Directors: Raphael Deckert, Martin Vonmetz
Authorized Signatories: Sebastian Deckert, Sylvia Haas
VAT ID pursuant to Section 27a German VAT Act: DE292460697
Status: July 2026

Section 1 – Scope

These General Terms and Conditions (GTC) apply to all deliveries and services of Biova GmbH (hereinafter referred to as “Biova”) to entrepreneurs within the meaning of Section 14 German Civil Code (BGB) and merchants pursuant to Sections 1 et seq. German Commercial Code (HGB) (hereinafter referred to as “Partner”). Conflicting or deviating GTC of the Partner shall not be recognised unless Biova expressly agrees to their validity in writing. These GTC shall also apply if Biova performs the service without reservation in the knowledge of deviating conditions of the Partner. The GTC shall be made available to the Partner in a reasonable manner no later than upon conclusion of the contract – e.g. by transmission within the scope of the offer, the order confirmation or via the online shop. By placing an order or issuing an order confirmation, the Partner acknowledges these GTC.

Section 2 – Offer and Conclusion of Contract

Our offers are subject to change and non-binding. The order or placement of an order by the Partner constitutes a contractual offer pursuant to Sections 145 et seq. BGB, by which the Partner is bound. A contract shall only come into existence through our written order confirmation or through actual performance of the service. Orders should preferably be placed via the Biova webshop, by e-mail or fax. In the case of telephone orders, the Partner bears the risk of misunderstandings or transmission errors unless these are attributable to intent or gross negligence on our part. We recommend that telephone orders always be confirmed in writing. If individual order items cannot be fulfilled due to non-delivery by suppliers, the purchase contract for these items shall be deemed not concluded, provided that the non-delivery is not attributable to us. We shall inform the Partner immediately of such failures. In all other respects, the contract shall remain unaffected, insofar as this does not conflict with the demonstrable interest of the Partner. A procurement risk is expressly not assumed.

Section 3 – Prices

The list prices stated in our sales documents and in the online shop in euros shall apply, in each case plus statutory VAT (exception: exports and intra-Community supplies). Our prices apply ex warehouse, excluding freight, postage, packaging and insurance. Should product or price details be accidentally incorrect, we reserve the right to correct them. All price details lose their validity with each reissue of the price list or revision in the online shop. We shall inform the Partner of significant price changes in text form (e-mail is sufficient) with at least 30 days’ notice. A price change of 5% or more of the last valid list price shall be deemed significant. In the case of insignificant changes, the Partner is obliged to inform itself of the current price status. In the event of significant price increases, the Partner shall have a special right of termination, which may be exercised in text form within 14 days after receipt of the notice of change. In the event of a significant change in labour, material, energy or transport costs of more than 5% compared with the time of conclusion of the contract, we are entitled to make an appropriate price adjustment. In the case of custom-made products, we reserve the right to charge a surcharge of at least 20%. Custom-made products require written confirmation and are excluded from return unless the goods are defective.

Section 4 – Payment

Payments are due net within 14 days from the invoice date unless otherwise agreed. The following payment methods and terms apply for domestic customers:

Prepayment: no deduction
Direct debit (SEPA core direct debit): 2% discount
SEPA direct debit via the online shop: 3% discount
PayPal: no deduction

Foreign customers shall pay by prepayment, cash on delivery or SEPA transfer. Delivery on open account is generally not possible. Custom-made products must be paid exclusively in advance: 50% due upon placing the order, 50% upon delivery notice by us. In the event of a returned direct debit, we charge a processing fee of EUR 15.00 per debit attempt. We reserve the right to exclude certain payment methods in individual cases.

Section 5 – Simple and Extended Retention of Title

5.1 Simple Retention of Title

If agreed payment terms are not complied with or if there are objective indications of a significant deterioration in the Partner’s creditworthiness (e.g. suspension of payments, insolvency application, protest of bill of exchange), all claims shall become due immediately irrespective of originally agreed due dates. In this case, we are entitled to refuse performance until payment or provision of security has been made and to reclaim goods subject to retention of title. Set-off by the Partner is only permissible with undisputed counterclaims or counterclaims established by final and binding judgment. Excluded from this are counterclaims of the Partner arising from the same contractual relationship that are undisputed as to their basis, in particular rights arising from defects (reduction, damages) pursuant to Sections 437 et seq. BGB.

The delivered items (reserved goods) remain the property of Biova until all claims arising from the business relationship have been fulfilled in full. If the value of all security rights exceeds the amount of the secured claims by more than 20%, Biova shall release corresponding security rights at the Partner’s request.

5.2 Prohibitions of Disposal and Resale

During the existence of retention of title, the Partner is prohibited from pledging or transferring reserved goods by way of security. Resale is only permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer or in turn agrees a retention of title.

5.3 Assignment of Resale Claims

If the Partner resells reserved goods, it hereby assigns to Biova by way of security its future claims arising from the resale – including all ancillary rights. In the case of resale together with other items without a separate individual price, the Partner assigns that part of the total purchase price claim which corresponds to the price invoiced by Biova for the reserved goods.

5.4 Processing, Combination and Mixing

a) The Partner is permitted to process, combine or mix the reserved goods. The processing is carried out for Biova as manufacturer within the meaning of Section 950 BGB. The resulting new item shall be deemed to be reserved goods.
b) In the event of combination or mixing with items not belonging to Biova, Biova shall acquire co-ownership in the new item in the amount of the value share of the reserved goods at the time of combination or mixing.
c) The assignment of claims pursuant to clause 5.3 shall apply accordingly to the new item, but not exceeding the value invoiced by Biova for the processed, combined or mixed reserved goods.
d) If the Partner combines reserved goods with real property or movable property, it assigns to Biova on a pro rata basis the remuneration claims arising therefrom, without any further declaration being required.

5.5 Collection Authorisation

Until revoked, the Partner is authorised to collect the assigned claims. In the event of default of payment, a justified insolvency application, indications of over-indebtedness or imminent inability to pay, Biova is entitled to revoke this collection authorisation, disclose the security assignment and collect the assigned claims itself.

5.6 Attachment and Interference by Third Parties

In the event of attachment, seizure or other interference by third parties, the Partner must notify Biova immediately and provide all information and documents necessary for asserting the rights.

5.7 Breach of Duty by the Partner

In the event of a breach of duty by the Partner, in particular default of payment, Biova is entitled, after unsuccessful expiry of a reasonable grace period, to demand surrender of the reserved goods and to withdraw from the contract. The statutory provisions on cases in which a grace period is unnecessary remain unaffected. The taking back of the reserved goods shall only constitute withdrawal from the contract if this is expressly declared.

Section 6 – Delivery

Delivery times are agreed only approximately. A delivery period shall be deemed complied with if the goods have left our warehouse before expiry of the period or if readiness for dispatch has been notified. Both non-binding and binding agreements on delivery time require written form. For a fixed-date commercial transaction within the meaning of Section 376 HGB, a calendar-specific delivery time alone is not sufficient; rather, an additional express declaration by the Partner is required that, in the event of exceeding the delivery period, it reserves the right to withdraw without setting a grace period. Partial deliveries and partial services are permissible insofar as they are customary in trade and shall be invoiced separately. By way of exception, they are impermissible if partial performance is of no interest to the Partner or if a corresponding exclusion agreement has been made. The delivery period shall be extended appropriately in the event of force majeure and comparable unforeseeable events that make delivery substantially more difficult or impossible (e.g. official interventions, labour disputes, operational disruptions, strike, delayed upstream supplier delivery). We shall inform the Partner immediately of such obstacles. In the event of delay in delivery not caused by intent or gross negligence, our liability for delay damage shall be limited to 3% of the value of the delayed goods for each completed week, but no more than 15% of this value in total.

Section 7 – Damages for Non-Acceptance

If the Partner fails to accept ordered goods or services without gross negligence on our part, it is obliged to compensate us for the damage incurred. We may claim lump-sum damages amounting to 30% of the net invoice amount. The Partner remains entitled to prove that no damage occurred or that the damage was substantially lower. Likewise, we remain entitled to prove higher actual damage.

Section 8 – Passing of Risk

Upon handover of the goods to the forwarding agent, carrier or any other person designated to carry out the shipment, the risk of accidental loss or accidental deterioration of the goods shall pass to the Partner. This applies irrespective of whether the shipment is made from the place of performance or who bears the freight costs. If transport is carried out by us at the express request of the Partner or if the cause of transport damage lies within the Partner’s sphere of risk (e.g. packaging instructions, incorrect consignee details), the Partner bears the transport risk. In all other cases in which Biova independently organises transport, the transport risk shall remain with Biova until handover to the Partner.

Damage must be reported to us immediately in writing and by means of a corresponding damage notice to the forwarding agent. If dispatch is delayed at the Partner’s request, the risk shall pass to the Partner upon notification of our readiness for dispatch. Storage costs incurred shall be charged at 1% of the invoice amount per commenced week. The same applies in the event of default of acceptance by the Partner.

Section 9 – Withdrawal Due to Impossibility and Delay

If the Partner withdraws due to a delay caused solely by simple negligence on our part, it shall have no claim for damages. In the event of permanent non-delivery by our suppliers, both parties may withdraw from the entire contract. We are also entitled to withdraw if the Partner is not creditworthy, unlawfully resells reserved goods, performance becomes impossible or unreasonably difficult for us without our fault, or the Partner breaches essential contractual obligations. In all other respects, the right of withdrawal shall be governed by the statutory provisions.

Section 10 – Warranty / Defect of Quality

The Partner is obliged pursuant to Section 377 HGB to inspect the delivered goods immediately upon receipt. Obvious defects must be notified to us in writing immediately, but no later than within 14 days after receipt of the goods; hidden defects must be notified immediately after their discovery. In the event of insufficient notice, the goods shall be deemed approved. Typical changes in surface appearance as well as deviations in shape, colour, weight and size that are unavoidable in natural products do not constitute a defect. The warranty period for newly manufactured items is 12 months from delivery (deviating from the statutory period of 24 months; permissible in B2B transactions pursuant to Section 476 para. 1 sentence 2 BGB). Warranty for used goods is excluded. Before returning defective goods, our written consent must be obtained. The return must be freight prepaid and must state the delivery note or invoice number. In the event of a justified return, we shall reimburse the customary freight costs. If a defect exists, we are entitled, at our discretion, to repair or replace the goods. If supplementary performance fails twice, the Partner may, at its discretion, 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, insignificant impairment of usability, natural wear and tear, and in the case of damage arising from improper handling, modifications or work carried out by the Partner or third parties.

Claims for damages by the Partner due to defects exist only in cases of intent or gross negligence on our part, on the part of our legal representatives or vicarious agents; excluded from this are claims due to injury to life, body or health as well as claims under the Product Liability Act. The Partner must prove the basis and amount of the damage. In all other respects, the statutory provisions shall apply.

Section 11 – Contractual Right of Withdrawal of Biova

Biova reserves a contractual right of withdrawal for all contracts if there is an objective reason. Objective reasons include in particular: (a) subsequent discovery of a material error regarding essential contractual properties of the goods or of the Partner, (b) incorrect price or product details in the offer or online shop due to obvious errors (e.g. transposed figures), (c) permanent non-delivery by suppliers without fault on the part of Biova. The right of withdrawal must be exercised in text form (e-mail is sufficient) within 7 days after becoming aware of the reason for withdrawal and is subject to the requirements of Section 346 BGB (legal consequences of withdrawal).

Section 12 – Limitation of Liability

The liability of Biova and its legal representatives and vicarious agents is, insofar as legally permissible, limited to intent and gross negligence. In the event of breach of essential contractual obligations (cardinal obligations), the fulfilment of which is indispensable for the proper performance of the contract and on the observance of which the Partner may regularly rely, Biova shall also be liable in cases of simple negligence, but limited in amount to the foreseeable damage typical at the time of conclusion of the contract. This limitation expressly does not apply to: damage arising from injury to life, body or health; claims under the Product Liability Act; damage arising from the breach of essential contractual obligations (cardinal obligations), insofar as fulfilment of the contract is thereby jeopardised – in this case liability is limited to the typically foreseeable damage.

Section 13 – Data Protection

The personal data arising in the context of business processing are processed in accordance with the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). The legal basis for processing is Art. 6 para. 1 lit. b GDPR (performance of contract). The following categories of data are processed: company name, contact person (surname, first name), address, telephone/fax number, e-mail address, bank details, tax-relevant information (e.g. VAT ID). The data are used exclusively for the purposes of order processing and are not passed on to third parties without legal basis or express consent. Data subjects have the right to information, rectification, erasure, restriction of processing, data portability and the right to lodge a complaint with a data protection supervisory authority (Art. 77 GDPR).

Detailed information on data protection can be found in the separate privacy policy at: https://biova.de/en/gtc/

Section 14 – Miscellaneous

In the case of unjustified returns of goods, we are entitled to refuse acceptance or to charge a flat-rate handling and restocking fee of 15% of the value of the goods (minimum EUR 5.20). Acceptance of carriage forward consignments is generally refused. Price changes as well as technical changes, deviations in colour, shape, weight and size in our sales documents and in the online shop are reserved. No liability is accepted for printing and writing errors. The Partner is obliged to notify us immediately of changes concerning company name, legal form, owner, authorised representatives and address. In the event of a serious deterioration in its financial situation, the Partner is obliged to inform us immediately.

Section 15 – Place of Performance and Jurisdiction

The place of performance for all obligations arising from the contractual relationship is the registered office of Biova in Wildberg. The exclusive place of jurisdiction for all disputes arising from the contractual relationship – including disputes concerning its formation and validity – is, insofar as the Partner is a merchant, a legal entity under public law or a special fund under public law, the registered office of Biova. In addition, we are entitled to sue the Partner at its general place of jurisdiction.

The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

Section 16 – Container Terms

16.1 Binding Nature of Dates & Force Majeure

Dates for container goods cannot be confirmed as binding in order confirmations, as transit time depends on numerous factors (including supplier, port situation, shipping line, authorities, rail and lorry companies). In the event of force majeure – in particular geopolitical crises, blockages of international waterways (e.g. Suez Canal, Red Sea, Strait of Hormuz), acts of war or sanctions – we reserve the right to adjust delivery dates accordingly. Necessary alternative routes (e.g. around the Cape of Good Hope) may significantly extend transit time (in some cases by +2–4 weeks). We shall inform the Partner immediately in writing of such changes. Extraordinary additional costs (e.g. increased freight costs due to rerouting, port handling charges) shall be shown separately and communicated in advance before being invoiced. War risk insurance,

16.2 Scheduling Agreement

Delivery dates are agreed by telephone and/or in writing with the Partner and must be scheduled bindingly by the Partner.

16.3 Container Dates & Demurrage Charges

Container dates specified by the forwarding agent must be accepted. A postponement by 1–2 days may be possible in some cases; however, after 5–7 days from arrival of the container in the port, demurrage and storage charges of between EUR 50–120/day depending on the shipping line shall apply. From the 12th day after arrival in port, the daily rate is approximately EUR 150–200. If the Partner is not in a position to accept the container, these costs shall be passed on 1:1. Containers must be accepted; container dates have priority and cannot be postponed by days or weeks. In the event of proven force majeure pursuant to clause 16.1, demurrage and storage charges shall be reviewed individually and not passed on automatically.

16.4 Official Delays

Container dates may be postponed due to official orders (customs, plant protection authority, federal police and others). As these are goods from third countries, stricter official requirements apply which Biova cannot circumvent. In such cases, the Partner is obliged to be flexible with dates; otherwise, the costs incurred shall be invoiced in full in accordance with clause 16.3.

16.5 Unloading Personnel

The Partner must ensure sufficient unloading personnel so that the container can be completely emptied within the agreed time (usually 2 hours). Exceeding the unloading time is charged by the shipping line at approximately EUR 60–75 per commenced half hour; these costs shall be passed on 1:1 to the Partner.

16.6 Short-Term Changes

Short-term changes to the delivery date (e.g. due to driver illness, traffic jam or accident) are possible. The Partner shall be informed immediately in such cases.

16.7 Customs & Container Seals

All delivered overseas containers are properly loaded and customs cleared. Each container is secured with a customs seal (container seal). The Partner must ensure that suitable tools (e.g. bolt cutters) are available on delivery to open the seal.

16.8 Empty Pallets

As most containers (unless ordered otherwise) are not palletised, the Partner must ensure that sufficient empty pallets are available in the warehouse.

16.9 Return of the Container

The container must be returned to the forwarding agent in a cleaned condition. The Partner is obliged to remove residual materials (paper, salt residues, straps, dust, dirt and similar) from the container and to wipe it out wet. In order to safeguard against possible cleaning claims by the shipping line, it is recommended to take and retain photographs after unloading.

16.10 Container Damage

Damage to the container (inside as well as outside) must be reported immediately in writing to the carrier and to Biova. If the damage is not reported, costs incurred by the shipping line may be asserted against the Partner.

16.11 Costs Incurred

All costs of any kind arising in connection with the container delivery (e.g. missed rail departures, connecting vessel departures, customs inspections, additional storage costs in the port, container rental charges, wasted journeys) are consignee costs and shall be borne by the Partner – even in the case of orders already confirmed at a fixed price. Excluded are proven force majeure situations pursuant to clause 16.1; in these cases an individual review and transparent communication of the costs shall take place before they are passed on.

Section 17 – Final Provisions

Amendments and supplements to these GTC require written form. Should individual provisions be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid provision, that legally permissible provision shall be deemed agreed which comes closest to the economic purpose of the invalid provision.

Biova GmbH • Wildberg, July 2026