General terms & conditions

GTC

General terms of sale and delivery of
Jennewein Biotechnologie GmbH

As of September 2018

1. General

1.1 The general terms and conditions of sale and delivery below apply to all sales of goods and deliv-eries by Jennewein Biotechnologie GmbH (hereinafter “Jennewein”), unless otherwise agreed in writing in individual cases. In addition, in international transport the INCOTERMS of the Interna-tional Chamber of Commerce in Paris are valid in the version valid at the time of delivery or per-formance.

1.2 Contrary or divergent general terms and conditions of the buyer are hereby expressly contradict-ed. They only become part of the contract if Jennewein expressly and in writing agrees to them in individual cases.

1.3 These general terms and conditions of sale and delivery also apply if Jennewein carries out the delivery without reservation in the knowledge of conflicting or deviating terms and conditions of the buyer.

2. Offer and conclusion, prices, delivery time

2.1 All our offers are non-binding. Orders are considered accepted if confirmed by Jennewein in writing.

2.2 Deliveries and purchase prices are ex works (EXW, Incoterms 2010). All prices are subject to statu-tory sales tax. All costs (in particular export, import, transport contract, insurance) shall be borne by the buyer.

2.3 Prices (including any discounts) and other conditions in catalogs, brochures and price lists only reflect the status of the issue. Orders of the buyer are valid on the day of receipt of the order at Jennewein prices and conditions. Jennewein informs the buyer of the relevant current prices and conditions.

2.4 Fixed delivery times do not exist. Delivery dates are not binding. They are only binding if they are confirmed by Jennewein in writing.

3. Delivery, transfer of risk, acceptance, acceptance delay

3.1 Delivered ex works (EXW, Incoterms 2010).

3.2 Jennewein is entitled to partial deliveries.

3.3 Delivery by sea freight containers is expressly excluded.

3.4 The risk of loss, loss or damage of the goods shall be transferred to the buyer upon delivery (in-cluding freight paid delivery) upon delivery of the goods to the person intended for execution, in the event of default of acceptance by the buyer at the latest upon receipt of the delay.

3.5 If the purchaser is in default of acceptance, fails to cooperate or delays the delivery for other reasons for which the purchaser is responsible, or fails to deliver for reasons for which the pur-chaser is responsible, Jennewein is entitled to compensation for the resulting damage including additional expenses (e.g. Storage costs). Further legal claims of Jennewein remain unaffected.

4. Terms of payment
4.1 Invoice amounts are due without deductions 14 days after the invoice date or receipt of the in-voice data via e-mail. Unless otherwise agreed in writing, payments must be made exclusively to Jennewein’s bank account.

4.2 For bank transfer, the day of the value date at Jennewein is considered as the payment date.

4.3 Jennewein reserves the right to use payments to settle the earliest receivables, plus the default interest and costs incurred thereon, in the order of costs, interest, claims.

4.4 The purchaser can only set off Jennewein’s claims by means of a written declaration to Jennewein if his counterclaim is undisputed or has a legally valid title.

4.5 The assertion of a right of retention because of unrecognized or not legally established counter-claims is excluded, as far as these claims are not based on the same contractual relationship.

4.6 Jennewein has the right to refuse the delivery, if it becomes apparent after conclusion of the con-tract that the payment claim is endangered by lack of efficiency of the buyer. This right to refuse performance does not apply if the payment is effected or the buyer provides reasonable security. Jennewein has the right to set a reasonable deadline for the Buyer, in which the Buyer has to ei-ther make the payment step by step against delivery or provide security for the delivery. After fruitless expiry of the period has Jennewein the right to withdraw from the contract. In addition, Jennewein has the right, in the case of deterioration of the buyer, to carry out the supply of goods only against prepayment or performance of adequate security.

5. Default of payment

5.1 If the buyer defaults on a payment or if there is a material deterioration in the financial circum-stances of the debtor, all outstanding claims – including deferred claims – are due for immediate payment.

5.2 If the buyer defaults on the payment (Section 5.1), interest of eight percentage points above the valid three-month EURIBOR will be due. Jennewein reserves the right to assert claims for com-pensation for further damage.

6. Retention of title

6.1 Jennewein retains ownership of the delivered goods until receipt of all payments from the busi-ness relationship with the buyer. The property of Jennewein also extends to the new products re-sulting from the processing of the reserved goods. The processing takes place for Jennewein as a manufacturer. In case of a processing, compound o-the mixing with things not belonging to Jennewein, Jennewein acquires co-ownership in proportion of the invoice value (invoice amount including value-added tax) of its reserved goods to the invoice values of the other materials.

6.2 In case of breach of contract by the buyer, in particular in case of default, Jennewein is entitled to withdraw from the contract and to take back the goods. The redemption is initially only for secu-rity and does not constitute a withdrawal from the contract, unless Jennewein declares this in writing.

6.3 The buyer has to treat the retained goods with care. He is obliged to insure the retained goods at his own expense against fire, water and theft damages sufficiently to the replacement value and assigns already now his compensation claims from these insurance contracts to Jennewein.

6.4 In seizures or other interventions by third parties, the buyer Jennewein has to inform immediately in writing, so Jennewein may raise a third party objection claim (§ 771 ZPO). Insofar as the third party is not in a position to reimburse Jennewein for the legal and extrajudicial costs of a claim in accordance with § 771 ZPO, the buyer is liable for the loss incurred by Jennewein.

6.5 The buyer is entitled to resell the goods in the ordinary course of business; However, he hereby assigns all claims in the amount of the invoice value (including the sales tax) from the sale of the goods, including bills of exchange and checks, to Jennewein to secure the respective claims. In the event of the sale of goods in which Jennewein has co-ownership, the assignment is limited to the portion of the claim corresponding to its co-ownership share. To collect this claim, the buyer remains entitled after the assignment. The right of Jennewein to collect the claim itself remains unaffected. However, Jennewein is obliged not to collect the claim as long as the buyer meets his payment obligations to Jennewein, does not default on payment and, in particular, does not apply for the opening of insolvency proceedings. If this is the case, Jennewein can demand that the buyer informs him of the claims assigned and their debtors, gives all information required for col-lection, publishes documents and notifies the third party of the assignment.

6.6 If the object of delivery is delivered to a place outside the Federal Republic of Germany as intend-ed or brought to such a place by the buyer, the following applies with priority to sections 6.1 to 6.5:
The purchaser will ensure that the retention of title by Jennewein is effectively protected in the country in which the delivery item is or is intended to be shipped. Insofar as certain actions, such as registrations, are necessary for this, the buyer will make these in favor of Jennewein. Should this be necessary for the participation of Jennewein, the buyer will inform Jennewein immediate-ly. Furthermore, the purchaser will inform Jennewein about all essential circumstances that are necessary in the context of the widest possible protection of the property of Jennewein. The pro-visions of this clause 6.6 shall apply mutatis mutandis, if according to the legal system at the place where the delivery item is or is being delivered, a retention of title can not be effectively agreed, for the purpose of obtaining a legal position of Jennewein, its interests and claims protects effec-tively, as far as this is legally possible, in the same effective or otherwise appropriate manner.

7. Force majeure

Force majeure of any kind, unpredictable operating, traffic or shipping disturbances, fire damage, floods, unpredictable lack of forces, energy, raw materials or auxiliary materials, strikes, lock-outs, official orders or other from the performer liable party not Representing obstacles which delay, prevent or render unreasonable the manufacture, the dispatch, the delivery exempt for the duration and extent of the disturbance from the obligation to the delivery. This also applies if the circumstances occur with suppliers. The above-mentioned circumstances are also not the fault of the party liable to pay if they arise during an already existing default. If the delivery or acceptance is exceeded by more than eight weeks as a result of the disruption, both parties are entitled to withdraw. Claims for damages are excluded in so far.

8. Warranty

8.1 Jennewein and the buyer will fulfill their contractual obligations with the care of a decent busi-nessman. The buyer must inspect the goods received immediately after arrival carefully to quanti-ty, condition and defects. He must notify Jennewein of any obvious defects in writing at the ad-dress Jennewein Biotechnologie GmbH, Maarweg 32, 53619 Rheinbreitbach, and immediately, but no later than within one week after receipt of the goods, stating the invoice number and in-voice date. Hidden defects must also be reported immediately, at the latest within one week, af-ter discovery of the defect.

8.2 At the request of Jennewein, the buyer Jennewein has to submit documents such as delivery notes and packing slips in the original or copy to check the complaint or send the goods Jennewein for professional rectification.

8.3 Jennewein shall be liable for timely, duly substantiated and justified complaints within a period of twelve months beginning with delivery of the goods for freedom from defects. In the statement of defect, the buyer should describe the defect in such a way that Jennewein is enabled to under-stand the defect. If Jennewein fraudulently conceals a defect, the general limitation period of three years from knowledge applies, but at most ten years.

8.4 In the case of faulty goods, Jennewein can first improve or re-deliver at his option (supplementary performance). Jennewein has the right to repeat a failed remedy. Jennewein can refuse to reme-dy if it is associated with disproportionate costs.

8.5 In the case of insignificant material defects claims of the buyer due to defects are excluded. An insignificant defect exists if the value or suitability for ordinary use is only insignificantly reduced.

8.6 If the supplementary performance failed, refused, unreasonable or the buyer Jennewein unsuc-cessfully set a reasonable period for subsequent performance or if a deadline is dispensable, the buyer is entitled to demand reduction or to withdraw from the contract. The right to claim dam-ages or compensation for wasted expenses remains unaffected.

8.7 Advertising statements do not constitute a condition.

9. Liability

9.1 Jennewein shall be liable for damages – for whatever legal reason – in the context of fault liability in cases of intent and gross negligence. In the event of ordinary negligence, Jennewein shall be li-able, subject to a milder standard of liability, by law (such as due care in its own affairs) only
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the not insignificant breach of a material contractual obliga-tion; however, in this case our liability is limited to compensation for foreseeable, typically occurring damage.

9.2 The limitations of liability arising from Section 9.1 also apply to breaches of duty by or in favor of persons whose fault we are responsible for according to legal provisions. They do not apply inso-far as we fraudulently concealed a defect or assumed a guarantee for the quality of the goods and for claims arising from the Product Liability Act.

10. Trademarks
Our brands remain our exclusive property. Any use of the marks, which is not due to resale, re-quires our prior written consent. The buyer undertakes to refrain from any action that may have a negative impact on the appreciation of our brands.

11. Confidentiality

The contracting parties undertake to keep secret all information which becomes accessible to them in connection with this contract or otherwise on the occasion of the business relationship, which is designated as confidential or recognizable as business or company secrets on the basis of other circumstances Contract – for the purpose of not required – neither to record nor to exploit in any way and to protect the access of third parties. If confidential information is to be disclosed on the basis of a decision or order of a public authority, a court or in accordance with mandatory statutory or regulatory provisions, the other party shall be informed in writing and without delay to the extent permitted.

12. Place of Performance, Jurisdiction, Applicable Law, Miscellaneous

12.1 Place of fulfillment is Rheinbreitbach.

12.2 The exclusive place of jurisdiction for all disputes between the parties arising out of or in connec-tion with these General Conditions of Sale and Delivery or their business relationship is Bonn.

12.3 The exclusive place of jurisdiction for all disputes between the parties arising out of or in connec-tion with these General Conditions of Sale and Delivery or their business relationship is Bonn.

12.4 All agreements concluded between Jennewein and the buyer for the execution of the goods sales must be in writing. This also applies to a waiver of the written form requirement.

12.5 In the event that any provision of these Terms and Conditions is or becomes wholly or partially invalid or unenforceable, or in the event that any of these Terms of Sale or Delivery contains unin-tended omissions, this will constitute the validity of the remaining provisions of this Agreement not touched. In lieu of the ineffective, unenforceable or missing provision, such effective and en-forceable provision shall be deemed to be agreed between the parties as agreed by the parties taking into account the economic purpose of these General Terms and Conditions of Sale or De-livery conditions that were ineffective, impracticable or lacking.

13. EU General Data Protection Regulation (EU GDPR)

By requesting and / or concluding the transaction, the business partner gives its consent that its personal and company-related data are stored and used by Jennewein Biotechnologie GmbH for collection, processing, transmission and use in accordance with the provisions of the European General Data Protection Regulation (EU GDPR) be allowed to.

 

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