General terms and conditions of sale and delivery of AqVida GmbH

§ 1 scope

The following general terms and conditions of sale and delivery become part of the sales contract concluded between the parties. These conditions of sale apply exclusively and only to entrepreneurs within the meaning of Section 310 of the German Civil Code (BGB). The seller only recognizes conflicting or deviating conditions of the buyer if he expressly agrees to their validity in writing.

 

§ 2 prices and payment

 

(1) The purchase price is the price agreed between the parties or, where no individual agreement has been made, the price specified in the seller's current price lists at the time of the order. All prices are in euros net plus statutory sales tax.

 

(2) Payment of the purchase price must be made exclusively to one of the accounts listed overleaf. Unless otherwise agreed, the purchase price must be paid within 30 days of receipt of the invoice. A cash discount / rebate is only granted on the basis of an express agreement between the parties.

 

(3) Interest on arrears will be charged by the seller at 1% per month. The assertion of a higher damage caused by default remains reserved.

 

(4) The buyer is only entitled to offset if his counterclaims have been legally established or are undisputed. Rights of retention on the part of the buyer are excluded.

 

(5) Unless otherwise agreed, payments are to be made in euros.

 

§ 3 deliveries, obstacles and deadlines

 

(1) If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, the seller is entitled to demand compensation for the damage incurred, including any additional expenses.

 

In the event of a delay in delivery, the seller is liable in accordance with the statutory provisions or, as a result of a delay in delivery for which it is responsible, the purchaser is no longer interested in further performance of the contract.

 

This liability according to the statutory provisions also applies if a delay in delivery is due to an intentional or grossly negligent breach of contract. However, in the case of non-intentional breach of contract, it is limited to foreseeable, typically occurring damage.

 

(2) In other cases of delay in delivery, if the delay in delivery has not been caused or justified intentionally or through gross negligence, the customer is not entitled to assert claims for damages.

 

(3) The risk of accidental loss or accidental deterioration of the goods is transferred to the buyer when the goods are handed over to the buyer.

 

(4) In the event of a delay in delivery on the part of the seller, the seller is to be given a grace period of at least four weeks if the debtor is in default.

 

(5) If the buyer is in default of acceptance or if he culpably violates other obligations to cooperate, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the buyer at the point in time at which the latter is in default.

 

(6) The fulfillment of the mutual obligations is subject to the proviso that the possibly required export or transfer permits or other foreign trade permits or releases are issued by the competent authorities and no other legal obstacles due to us as the exporter or transferor or from a of our suppliers conflict with export control and embargo regulations.

 

(7) A right of withdrawal that one party is entitled to generally relates to the part of the contract that has not yet been fulfilled, unless partial services are of no interest to the other party.

 

(8) The seller is entitled to make partial deliveries in reasonable partial quantities, the purchaser is obliged to pay for such partial quantities. All subsets of a deal are treated as a separate deal.

 

§ 4 retention of title

 

We only deliver on the basis of the retention of title detailed below. This also applies to all future deliveries, even if we do not always expressly refer to them.

 

(1) We reserve title to the delivered item until all claims from the delivery contract have been paid in full. We are entitled to take back the purchased item if the buyer behaves contrary to the contract.

 

(2) As long as ownership has not yet passed to him, the buyer is obliged to treat the purchased item with care. In particular, he is obliged to insure them adequately at replacement value at his own expense against theft, fire and water damage . If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the buyer is liable for the loss we incur.

 

(3) The buyer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns the purchaser's claims from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item has been resold without or after processing. The buyer remains authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the buyer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or payments have been suspended.

 

(4) The treatment and processing or transformation of the purchased item by the buyer is always carried out in our name and on our behalf. In this case, the buyer's expectant right to the purchased item continues with the remodeled item. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing.

 

§ 5 Compensation for Damages

 

Claims for damages by the buyer - regardless of the factual or legal reason - are excluded in the case of slight and simple negligence on the part of the seller and his vicarious agents. In principle, the statutory provisions are applicable here.

 

§ 6 Warranty and Notification of Defects

 

(1) The buyer has to properly fulfill his inspection and complaint obligations according to § 377 HGB. Should complaints arise despite the greatest attention on the part of the seller, obvious defects must be reported within 14 days of receipt of the goods, hidden defects immediately after their discovery. Otherwise the goods are considered approved. In this regard, claims for defects expire 12 months after the transfer of risk.

 

(2) If the delivered goods show a defect that already existed at the time of the transfer of risk, the seller will deliver replacement goods for the goods concerned, subject to timely notification of defects. If the subsequent delivery fails, the buyer has the right to a reduction. Further claims for defects are excluded.

 

§ 7 miscellaneous

 

(1) This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG) and German international private law.

 

(2) The exclusive place of jurisdiction for all disputes arising from this contract is Hamburg. The seller has the right to sue the buyer at his seat.

 

(3) Changes and additions to this contract must be made in writing. This also applies to changes to this written form clause. Oral side agreements were not made.

 

(4) Should individual provisions of this contract be or become ineffective or contain a loophole, this shall not affect the remaining provisions. The parties have to replace an ineffective regulation with an effective one that comes closest to the contractually intended, economic purpose.

 

Status: July 2018