• The order agreed overleaf shall be governed exclusively by the following terms and conditions. Any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale are hereby expressly rejected.
  • All agreements made between us and the customer for the purpose of performing this contract are set out in writing in this contract.
  • biozoon GmbH retains ownership rights and copyrights to illustrations, drawings, calculations, and other documents. This also applies to written documents designated as confidential. The customer requires our express written consent before passing them on to third parties.
  • Unless otherwise stated in the order confirmation, our prices apply according to the price list, excluding packaging and transport; these will be invoiced separately.
  • Statutory value-added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate applicable on the date of invoicing.
  • Unless otherwise stated in the order confirmation, the purchase price is due for payment net, without deduction, within 14 days from the invoice date. The statutory rules concerning the consequences of late payment shall apply.
  • The start of the delivery period specified by us requires that all technical questions have been clarified.
  • Compliance with our delivery obligation further requires the timely and proper fulfillment of the customer’s obligations. We reserve the right to invoke the defense of non-performance of contract.
  • Claims for defects by the customer require that the customer has properly fulfilled the inspection and notification obligations owed under Section 377 of the German Commercial Code (HGB). Obvious defects must be reported to us in writing, by letter or fax, without delay and no later than within 5 working days after delivery.
  • If the purchased item is defective, the customer is entitled, at their discretion, to subsequent performance in the form of defect rectification or delivery of a new defect-free item. In the event of defect rectification, we are obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor, and material costs, provided that these costs are not increased because the purchased item has been moved to a place other than the place of performance. If subsequent performance fails, the customer is entitled, at their discretion, to withdraw from the contract or demand a reduction in price.
  • biozoon GmbH retains ownership of the purchased item until full payment of the remuneration under the delivery contract. In the event of conduct by the customer in breach of contract, in particular in the event of default in payment, we are entitled to take back the purchased item. The taking back of the purchased item by us constitutes withdrawal from the contract. After taking back the purchased item, we are entitled to realize its value; the proceeds from such realization shall be credited against the customer’s liabilities, less reasonable realization costs.
  • The customer is entitled to resell the purchased item in the ordinary course of business; however, the customer hereby assigns to us all claims in the amount of the final invoice amount, including VAT, of our claim that arise from the resale against their customers or third parties, regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer fulfills their payment obligations from the proceeds received, is not in default of payment, and in particular no application has been filed for the opening of composition or insolvency proceedings and no suspension of payments exists. If this is the case, however, we may require the customer to inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors, third parties, of the assignment.
  • Any processing or transformation of the purchased item by the customer is always carried out on our behalf. If the purchased item is processed together with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased item, final invoice amount including VAT, compared with the other processed items at the time of processing. In all other respects, the same provisions apply to the item created through processing as to the purchased item delivered under retention of title.
  • We undertake, at the customer’s request, to release the securities to which we are entitled to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the choice of securities to be released shall be at our discretion.
  • Our place of business is the place of performance.
  • Should individual clauses of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions.
  • The exclusive place of jurisdiction for all possible disputes arising from the business relationship between the seller and the buyer is Bremerhaven. Mandatory statutory provisions concerning exclusive places of jurisdiction remain unaffected by this rule.
  • The relationship between the seller and the buyer shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.