General Terms and Conditions of Business of bbi-biotech GmbH
1. Scope
1.1 Supply contracts shall, as far as not expressly agreed to differently, be accepted and carried out according to the following sales and delivery conditions. This applies also to all subsequent contracts without further reference.
Repairs and assembly are subject to special conditions.
1.2 We (from now on called: BBI) contradict expressly all commercial trade conditions of the purchaser.
1.3 Arrangements amending these conditions shall be stated in writing. Verbal agreements shall immediately be confirmed in writing.
1.4 These conditions regulate the conduct of business.
2. Sales, sales brochures and commercial protection
2.1 Sale offers, unless stated differently, are valid for a period of 4 weeks. The goods are subject to prior sale. The supplier is only obliged to supply after an expressly issued confirmation of the order.
2.2 In the absence of any particular reference in the sales offer, technical data, material used etc and standard values used in the trade should be assumed. Notification in the case of a variation will only be given when the product integrity warranty is affected.
2.3 All documentation provided to the customer by the supplier remains the property of the supplier. It should not be made available to third parties without the prior written permission of the supplier. If an order is not placed with the supplier and if requested by the supplier, all documentation including any copies that may have been made must be returned to the supplier without delay.
2.4 It is the responsibility of the purchaser to check all data contained in catalogues, sales brochures and published documentation that the intended application is suitable and appropriate, before acceptance and use. This also applies to the choice of suitable materials. The purchaser must ensure that the use of the product is appropriate.
2.5 The supplier is not duty-bound to check the correctness and/or legal conformity of the requirements and/or assumptions of the purchaser, as this is the sole responsibility of the purchaser. This applies in particular in the case of possible litigation for a breach of commercial protection laws.
2.6 The purchaser guarantees, that the execution of the contract does not result in any breach of commercial law by the use of components, drawings or samples supplied by the purchaser or third parties. The purchaser will conduct any possible defense procedures at his own expense and will compensate the supplier for any expenses resulting from such action.
2.7 Drawings, developments and discussion papers, which are generated in the course of contractual negotiations as an advisory service, are not binding. The purchaser cannot make demands based on such documents or services given by the supplier or his agents, except in the case of culpable intent or gross negligence.
2.8 Requested samples shall be billed by the supplier according to expense incurred.
3. Contract order
Orders constitute a valid contract only after written confirmation of the supplier. The extent of the contract, thus generated, is determined by the actual text of the confirmation. The purchaser is obliged to check all relevant detail and draw attention to any discrepancy in writing.
4. Delivery period and extent
4.1 The delivery period starts when all technical and commercial questions have been resolved and terminates with the dispatch or the notification of dispatch. Keeping to delivery schedules assumes the keeping of obligations by the purchaser, particularly in respect to payments.
4.2 Purchaser initiated amendments to the supply contract cause the delivery schedule to recommence with the date of the revised confirmation of the order.
4.3 The supplier does not accept responsibility for any delivery delays in respect to superior force or events not caused or predicted by the supplier, such as non-issue of permits by government instrumentalities, strikes etc. Delivery schedules are extended by the extent of the difficulty.
4.4 The supplier accepts liability for not maintaining the delivery schedule or for delayed delivery, including delivery scheduled by the supplier only in the case of willful intent, gross negligence or a breach of essential contractual duty – compare to definition of essential contractual obligations in point 9.2. However, this implies no change in the requirement of proof at the disadvantage of the purchaser.
4.5 The right of the purchaser to cancel an order after the passing of an appropriate delivery deadline agreed to by the supplier is not affected.
4.6 Part delivery is deemed acceptable at minor inconvenience to the purchaser.
5. Point of delivery, risk transfer
5.1 Delivery is affected from the place of production or storage of the supplier at the expense and risk of the purchaser. The means of delivery is chosen at the discretion of the supplier according to usual practice, unless the purchaser has made a particular request.
5.2 In the case of delivery without any installation or erection, the risk in respect of the delivered items, even if free delivery had been agreed to, transfers to the purchaser, transport company or transport driver, or at the latest at the point of leaving the factory or store. If acceptance by the purchaser is delayed, the risk is transferred at the point of readiness to deliver, even if the delay of acceptance occurs after readiness to deliver. The supplier may insure delivery against breakage, transport or fire damage at the request and at cost of the purchaser.
5.3 In the case of delivery with installation or erection, the risk in respect of the delivery transfers to the purchaser on the day of acceptance. Acceptance is deemed, unless the purchaser refuses it expressly within 14 days after demand.
6. Prices
6.1 All prices are ex store, freight/postage, packing, insurance and the respective applicable VAT are added that may legally apply for commissioning, installation, adjustment and similar services, which are listed separately on the account.
7. Settlement of accounts
7.1 The agreed price is to be paid in full in EURO within 10 days of receipt of the account or equally valid request of payment, unless other arrangements have been agreed to. Risk and payment costs are born by the purchaser.
7.2 In the case of late payment, an additional 8 percentage points over and above the base rate of the European Central Bank is added to the account according to § 247 BGB.
7.3 The purchaser has the right to counter demands only in the case of indisputable or legally determined demands. The buyer shall only be entitled to exercise its rights to withhold payment if its counterclaim is based on the same contract.
7.4 Costs incurred to ascertain credit, letters of credit in dealings with foreign countries or similar are at the expense of the purchaser.
8. Warranty for Material Defects
8.1 The purchaser should check goods immediately after receipt for possible defects. Obvious defects are to be reported to the supplier within 5 working days in writing, hidden defects within 5 working days after detection.
8.2 In case of defected products delivered by the supplier – which defects are reported to the supplier within 12 months after implementing, but no later than 15 months after risk transfer – the supplier has the discretion to repair or replace the defects, even after repeated, unsuccessful rectification. For this purpose, the supplier shall be given an adequate appointed time and opportunity.
8.3 Should it not be possible to remedy the defect within a reasonable period of time, the purchaser may at his option cancel the contract or demand a reduction in the price.
8.4 For defects, which could have been determined by the purchaser with reasonable effort before processing or installation, the liability for material defects is not applicable, as soon as the product has been processed or integrated. This does not apply, when the supplier, its employees or subcontractors can be shown to have acted with intent or gross negligence, damage to life, limb or health or a breach of essential contractual duty – compare to definition of essential contractual obligations in point 9.2 or a mandatory liability according to the Product Liability Act exists.
8.5 A warranty for the durability of the products, in especially under difficult and previously unknown operating conditions, will not be accepted by the supplier. Claims for premature deterioration are excluded.
8.6 If goods are supplied in accordance with drawings or specifications provided by the purchaser, the supplier just assumes liability for material defects on specification-compatible construction. The mandatory liability in accordance with the product liability law as well as for intentional or grossly negligent conduct shall remain unaffected.
8.7 Liability for defects does not cover natural wear and tear nor damage arising after transfer of risk owing to faulty or negligent handling or damage arising from an application not as per specification and in accordance with the contract.
8.8 Liability for material defects, which do not impair or only insubstantially impair the value or the usability, is also excluded.
8.9 Regress claims as per §§ 478, 479 BGB are entertained only if their assertion by the purchaser was justified and only to the statutory extent, but not in cases of accommodation agreed with the supplier, and presuppose fulfillment of obligations of the regress beneficiary, in particular his compliance with defect reporting requirements.
9. Liability
9.1 All claims for damages and compensation of the purchaser are excluded – whatever the legal base, including claims as to illegal action or material defect or damage caused by the defect, or culpable neglect of associated contractual duties or the loss of income. This does not apply if the supplier, consultant or contractor is guilty of culpable intent, gross negligence or injury to life, body or health or a liability for the breach of a major contractual duty or of a mandatory product liability exists.
9.2 In the case of a major breach of contractual liability, which does not involve intent or gross negligence and which does not involve an injury to life, body or health or the product integrity warranty, the liability shall be limited to compensation to the extent of assessable damage, which is typical in these contractual contexts. Essential contractual obligations are those obligations whose breach endangers the purpose of contract, e.g. in case of considerable delay, of not only insignificant infringement of obligations to participate and inform or of not only insignificant infringement of duties, which determine the contract.
9.3 Materials, which the purchaser is supplying to the supplier for the manufacture of products ordered by the purchaser, are only insured against theft. The supplier is liable for the loss or deterioration of such goods only in the case of intent or gross negligence.
9.4 Advice given to the purchaser by the supplier, particularly as to the usage of products, is binding only if given or confirmed in writing.
9.5 The legal requirements as to the need of proof are not affected.
10. Joint ownership
10.1 The finished product (from now on called the joint product) remains the property of the supplier until paid in full and all due demands, which the supplier derives from the business relationship with the purchaser, have been met. During this period of the joint ownership no seizure, nor transfer nor ceding of the demands from the purchaser without the express permission of the supplier may take place. The supplier is to be notified without delay in case of a seizure by a third party.
10.2 If the purchaser processes the joint product into a new product, the processed article remains the property of the supplier. The transfer of ownership to the purchaser is excluded under Federal Law (BGB) § 950. By processing, mixing or reconstructing the joint product with other products, not in the property of the supplier, the supplier gains shared ownership of the resultant product in proportion of the monetary value of the joint product and other component products at the time of processing. It is the duty of the purchaser to store and control the resultant product with appropriate care.
10.3 Therefore, under these conditions, the resultant product is treated the same as the joint product. In the case of a sale of the resultant joint product, the purchaser reduces his claim on the product value by the amount proportioned according to the purchase value of the joint product of the supplier in respect to all other products contained in the resultant product. In the case of the sale of the resultant product, together with other components not owned by the supplier for a total all-inclusive price the purchaser shall pay the supplier the proportion of the total price that represents the share of the supplier.
10.4 For securing the claims, the purchaser shall also assign the claims to the supplier, which arise for the purchaser against third parties in connection with the joined product and a property.
10.5 The purchaser is empowered, unless the power is revoked, to satisfy claims resulting from the resale in the course of normal business transactions. Furthermore, the supplier has the right to independently collect the receivables, if the purchaser has not fulfilled his contractual duty, in particular to settle due accounts on time. The purchaser must name, if requested, the debtors of outstanding claims and show the amounts owing. Making a claim on the reserved ownership goods and in particular a demand to transfer same constitutes a contract cancellation.
10.6 BBI undertakes upon request by the purchaser to free the purchaser from any obligation to accede to claims of the supplier exceeding 10% of the actual value of the goods.
11. Legal Venues
11.1 The laws of the Federal Republic of Germany are exclusively valid, excluding UN Commercial Laws (UNCITRAL- Commercial Laws). Contract language is German.
11.2 In the case of the purchaser being a purchasing agent, a legal representative or special fund under public law, also for all disputes involving documents, exchange and cheque transactions, the legal venue for both parties is the local court of the supplier. BBI has the right to take legal action against the purchaser in any other legal court.
12. Severability Clause
Invalidation of any one of the clauses in these general terms and conditions of business does not affect the validity of other paragraphs. Should a clause be or become ineffective, the contractual parties to this contract shall endeavour to replace the ineffective clause with a new agreed clause, to reflect as fully as possible the commercial and legal purpose.
In case of doubt, the German version of Terms and Conditions of Business of bbi-biotech GmbH applies.
Please notice: We have special General Terms and Conditions of Business for our EShop, which you find here.