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General Terms and Conditions of Business and Delivery

Entry into agreement; content of agreement
The terms and conditions set out below govern all goods and services provided. This also applies to all future agreements, which do not require any further reference on our part to our terms and conditions. General terms and conditions of business and/or purchasing of the customer are not binding for us, even if no express objection is made thereto. Our terms and conditions of business and/or purchasing are deemed to have been accepted at the latest upon receipt of our goods and services. Understandings, side agreements, or amendments made orally or by phone, orders placed via Internet by mouse click, special terms and conditions or addenda are not valid without our written confirmation. This also applies to any waiver of the written form requirement.

Offers, services, prices; entry into agreement
Our offers are subject to change with regard to price, quantity, possibility of delivery, and delivery times (subject to correction of errors). The determining factor for the content of the agreement is the order confirmation. If it should transpire after the agreement has been entered into that the goods do not conform to the German legal provisions on food, the seller is entitled to rescind the agreement without its being possible to assert any legal claims whatsoever as a result thereof. Possible statements by the seller regarding service and delivery times are non-binding unless the seller has made a binding written promise of a scheduled delivery date. Our prices are non-binding and subject to change (subject to correction of errors). Billing takes place in euros (€). Bank fees and charges are borne by the buyer. All prices are to be understood as exclusive of value-added tax (VAT) except where expressly stated that VAT is included in the price. Otherwise, applicable charges for VAT will then apply. When a new price list is published, all previous price offers become invalid. All terms mentioned above also apply to orders placed via the Internet. We make prices on the Internet available online, in accordance with the market situation, and update these prices on an ongoing basis.

Packaging and shipping
Shipping takes place to the best of our judgment, at the buyer’s expense, without any responsibility whatsoever on our part. The seller shall not be liable for any losses whatsoever occurring due to breakage or delays, even in the event of shipments sent “free” or “franco.” The buyer is required to bear all transportation insurance costs, customs duties, and associated costs. As a basic principle, packaging and shipping costs will be charged to the buyer as additional costs. We reserve the right to assume these costs in whole or in part. The transportation company commissioned by the seller is not the seller’s agent in the performance of its contractual obligations, but rather bears responsibility for transporting the goods on its own. The seller assumes no liability whatsoever for violations of duties or obligations by the transportation company. The buyer must refuse to accept damaged shipments.

Terms of payment
Payments shall be remitted net 14 days after the date of the invoice, without deductions. Discount and collection charges and fees shall be charged to the buyer. If the payment terms are not met, the buyer will be charged default interest at the rate of 3% above the then-applicable Bundesbank discount rate as well as processing fees. The seller is entitled to withhold any deliveries that may still be outstanding at that time until payments in arrears have been remitted. Agreed delivery times shall be extended accordingly. Setoff of consideration or a right of retention by the buyer with regard to possibly existing claims against the seller, including under a different order, is ruled out unless this is undisputed or has been determined with final, binding legal force. A right of retention or setoff against claims by the customer is ruled out. No deductions from issued invoices will be acknowledged. Any invoice discrepancies must be reported to the seller without delay so the seller has the opportunity to check the matter, make changes, rectify the issue, or issue a credit.

Retention of title
The goods supplied remain our property until payment has been remitted in full. In the case of acceptance of checks, the goods remain our property until the check has been redeemed in full and on a final basis, including all ancillary charges. This also applies if goods have been resold to third parties.

Liability and warranty
A warranty is only granted if apparent defects or incomplete or incorrect delivery is or are reported to us in writing within eight days after receipt. Hidden defects must be reported to the seller in writing without delay after discovery thereof. Any and all claims are ruled out if objections are raised later. Complaints concerning defects are ruled out as soon as the goods have been used or processed. The goods that are the subject of the complaint must be returned to the seller at no charge and in unopened original packaging following the seller’s written consent. Complaints concerning defects shall not release the buyer from its payment obligations. If there is a legitimate claim, we will, at our option, supply a replacement or issue a credit for the value of the goods according to our invoice. In all other respects, the seller is liable, insofar as permissible by law, only for damage and/or losses based on intentional or grossly negligent behavior. This applies in particular to claims for damages, including indirect damage and/or losses, and also refers to fault on the part of the seller’s agents in the performance of its contractual obligations or its statutory representatives. In the event of a purchase according to a sample, the sample can only be considered to represent the approximate workmanship and quality of the goods, and serves for viewing purposes. The sample’s properties are not warranted as the goods subsequently ordered. We accept no liability for improper handling of our goods or for abuse beyond our written recommendations, either by the buyer or by third parties.

Force majeure and right of rescission
War, disruptions in business operations, force majeure, shortages of raw materials and energy, strike, lockout, employee absence or failure of technical equipment or systems, etc., whether occurring in our business operations or those of our suppliers, shall release us from the obligation to comply with any and all delivery times. In these cases, we reserve the right to postpone or discontinue deliveries without the ordering party being entitled to retract orders that have been issued or assert claims for damages due to default or delay in delivery. This also applies accordingly to any period during which the seller is waiting for information or cooperative actions from the buyer.

Place of performance; place of jurisdiction
The laws of the Federal Republic of Germany apply to all legal relations between the Parties. The place of performance and place of jurisdiction for all legal relations is the Amtsgericht (Local Court) district of Osnabrück if both parties to the agreement are full business entities (Vollkaufleute), public-law legal entities (juristische Personen des öffentlichen Rechts), or public-law special funds (öffentlich rechtliche Sondervermögen) as defined under German law. International shipments are generally subject to German law.

If any of the foregoing provisions should be invalid, the provisions of the agreement shall remain valid and binding. The invalid provision shall be replaced by mutual agreement between the parties with a related provision that most closely approximates the invalid provision from an economic standpoint and in terms of its intention and contains and conforms to the spirit of this agreement.

Information concerning the exercise of the right of withdrawal
You can revoke your declaration forming an agreement within 14 days, without stating any reasons, in text form (e.g. mail, fax, e-mail) or – if the item is provided to you before the end of this time limit – by returning the item. The time limit will begin after receipt of this informational notice in text form, but not before receipt of the goods by the recipient (in cases of recurrent delivery of the same types of goods, not before receipt of the first partial delivery), and also not before fulfillment of our obligations to provide information pursuant to Article 246 Sec. 2 in connection with Sec. 1 (1) and (2) EGBGB (Einführungsgesetz zum Bürgerlichen Gesetzbuch, Introductory Act to the German Civil Code) and our obligations pursuant to Sec. 312e (1), first sentence, BGB (Bürgerliches Gesetzbuch, German Civil Code) in connection with Article 246 Sec. 3 EGBGB. The time limit for revocation is deemed to have been met if the notice of revocation or the item is sent in due time. Notices of revocation must be addressed to:

BioPräp Handelsges. mbH
Martin Contzen
Industriestraße 30
49082 Osnabrück, Germany
Fax: +49 (0) 541/500 38 918

You can use the enclosed sample revocation form, but this is not required.

Consequences of withdrawal
In the event of a valid revocation, the performance and consideration received reciprocally between the parties must be returned and any benefits derived therefrom (e.g. interest) must be relinquished. If you are unable to return the service you have received from us in whole or in part, or if you can only return it in deteriorated condition, you may be required to compensate us for the value thereof.

In cases of provision of items for a party’s use, this does not apply if the deterioration of the item is attributable exclusively to the inspection thereof, as it would have been possible for you in a store, for example. In all other cases, you can avoid the obligation to pay compensation for value for deterioration that has arisen through initial use of the item as intended by not putting the item into use as you would your own property and by refraining from any action whatsoever that adversely affects the value thereof. Items that are suitable for shipping via parcel service must be returned at our risk. You are required to bear the costs of the return shipment if the goods delivered are as ordered and if the price of the item to be returned does not exceed the sum of 40 euros, or if, in the event that the price of the item is higher, you have not yet provided consideration or rendered a contractually agreed partial payment at the time of the revocation. Otherwise, the return shipment shall be at no cost to you. Items that are not suitable for shipping via parcel service will be picked up from you. Obligations to refund payments must be fulfilled within 30 days. This time limit shall commence for you upon the sending of your declaration of revocation or the item, as the case may be, and shall commence for us upon receipt thereof.

BioPräp Biologische Präparate Handelsgesellschaft mbH
Last updated January 2009