1. Scope of validity
BHI - Biohealth International GmbH (Seller) is only prepared to conclude the contract on the basis of these General Terms and Conditions of Business, which are published in German. We reject the applicability of other Terms and Conditions of Business, in particular insofar as these are opposed to or derogate from the Terms and Conditions of Business of BHI - Biohealth Int. GmbH; BHI - Biohealth Int. GmbH is not bound by such General Terms and Conditions of Business. Only the Terms and Conditions of BHI - Biohealth Int. GmbH shall be decisive for all deliveries, including those resulting from future business transactions.
2. Offer and conclusion of contract
Offers made by BHI - Biohealth Int. GmbH remain subject to alteration at all times, unless they are made on a fixed-term basis. Orders shall only be deemed to have been accepted after they have been confirmed by the Seller in writing. Only the written confirmation provided by BHI - Biohealth Int. GmbH shall be decisive as far as the subject matter of the contractual relationship. Templates shall be considered as representative samples, template features are not guaranteed. Sales employees, in particular employees of the sales force of BHI - Biohealth Int. GmbH, are not authorised to conclude verbal side agreements, nor give verbal assurances that go beyond the subject matter of the contract concluded in writing.
3. Delivery
Unless agreements have been made to the contrary in writing, delivery shall take place within the agreed delivery times and shall be made from our respective distribution warehouse (place of performance). Circumstances rendering it impossible, or excessively difficult, to manufacture or deliver the product being sold, as well as any event of force majeure, regulatory action, business interruption or traffic disruption, or similar, including insofar as these affect the suppliers of BHI - Biohealth Int. GmbH, release BHI - Biohealth Int. GmbH from its delivery obligations for the duration of the obstruction and its repercussions. The Seller is under no obligation to perform subsequent delivery of the quantities which failed to be delivered as a result of the above. Any claims for compensation on the part of the contractual partner (Buyer) are excluded. An exception is made for damage that arises as a result of injury to life, limb or health, provided that BHI - Biohealth Int. GmbH is responsible for the breach of duty, and other damage caused by a breach of duty as a result of wilful intent or gross negligence. A breach of duty on the part of a legal representative or agent of BHI - Biohealth Int. GmbH is equivalent to that on the part of the company itself. In the event of an order being cancelled, the Buyer reserves the right to further claims and undertakes to provide compensation for the damage to applications incurred by BHI - Biohealth Int. GmbH, as well as for profit potentially lost. In the event of a non-delivery, the Buyer is only entitled to withdraw from the contract, however no earlier than three months after the agreed delivery date. Further claims shall be waived.
4. Packaging
Should the article be packaged in a container supplied by the Buyer, no liability shall be assumed for the packaging being suitable. BHI - Biohealth Int. GmbH is entitled to reprimand for unsuitable packaging material. Should a subsequent delivery of the packaging material being objected to not take place within a period of two weeks, BHI - Biohealth Int. GmbH is entitled to employ suitable material at the customer’s expense. In this respect, BHI - Biohealth Int. GmbH endeavours to employ suitable material that conforms to the customer’s wishes. All risks are transferred to the Buyer as soon as the ordered article leaves the distribution warehouse or has been made available to the Buyer. Shipping damage is to be reported to BHI - Biohealth Int. GmbH without delay. Should a freight forwarder have been commissioned to execute the delivery, any damage that has occurred shall be recorded in the consignment note. In the event of railway shipments, a certificate issued by the rail authorities shall be requested and submitted without delay. In each case, the terms and conditions of the freight forwarder in question shall be taken into consideration in the event of shipping damage, and claims for damages shall also be asserted against the former. BHI - Biohealth Int. GmbH is entitled to perform part deliveries or carry out partial performance at all times. Over-deliveries or short deliveries of 10% of the contractually agreed quantities are permissible.
5. Notice of defects
Compliance with the delivery and performance obligations of BHI - Biohealth Int. GmbH requires the contractual partner (Buyer) to comply with its contractual obligations in proper form and a timely manner. The Buyer is obliged to inspect the article within eight days of receipt. BHI - Biohealth Int. GmbH shall be notified of any possible defects in writing within this period of time. Notice of defects submitted at a later date will no longer be acknowledged. The Buyer shall retain the article being objected to until a final decision is made by BHI - Biohealth Int. GmbH regarding the rejection or recognition of warranty obligations and may only return said article with the consent of BHI - Biohealth Int. GmbH. The Buyer shall make it possible for BHI - Biohealth Int. GmbH to inspect said article in each and every case. At the option of BHI - Biohealth Int. GmbH, the warranty obligations may extend to credit notes, replacement delivery, conversion, reduction or subsequent improvement. BHI - Biohealth Int. GmbH will not assume the costs of any analyses commissioned by the Buyer. Regardless of the product name used by BHI - Biohealth Int. GmbH, correct labelling pursuant to foodstuff legislation at the time of the article being purchased is the responsibility of the Buyer. In the event of a substantiated notice of defects, BHI - Biohealth Int. GmbH is solely obliged to take back the delivered article and, at the option of BHI - Biohealth Int. GmbH, to either reduce the purchase price by an amount proportionate to the defective article or article being objected to, or to deliver a replacement item free of defects. If replacement delivery takes place but comes to nothing, the Buyer is entitled to either withdraw from the contract or to reduce the purchase price. Any claims of the Buyer extending beyond this scope are excluded.
6. Statute of limitations
Buyer’s claims on the grounds of material defects shall lapse within six months of the article being received, unless reported in writing within this period of time. If third parties interfere, or if the article is not used, stored or handled, etc., as intended, any liability on the part of BHI - Biohealth Int. GmbH shall lapse.
7. Price, payment terms, cooperation obligations of the Buyer
7.1. Suppliers of BHI - Biohealth Int. GmbH reserve the right to make changes to prices under any circumstances. Said changes may be passed on to the Buyer. Only the quantities, masses and weights ascertained by the factories or distribution warehouses of the Seller upon dispatch are decisive as far as invoicing is concerned. Invoices issued by BHI - Biohealth Int. GmbH are payable immediately upon receipt, strictly net, unless agreements to the contrary have been made in writing. In the event of the payment deadline being missed, from said deadline onwards, BHI - Biohealth Int. GmbH is entitled to add interest to the purchase price, amounting to 8% above the basic interest rate of the European Central Bank applicable at the time. Further damage caused by the delay remains expressly reserved. Furthermore, BHI - Biohealth Int. GmbH is entitled to suspend further deliveries until the Buyer has settled the outstanding receivables in full. BHI - Biohealth Int. GmbH reserves the right to assign receivables to third parties.
7.2. The Buyer shall support BHI - Biohealth Int. GmbH in rendering the services owed under the contract. The Buyer is obliged to provide the services to be rendered by it (e.g. notification of the delivery address, supplying labels, supplying suitable packaging, supplying raw materials provided) in good time. In the event of a delay on the part of the Buyer, BHI - Biohealth Int. GmbH is entitled to invoice the manufacturing costs incurred by it up to that point in time. If this is the case, the Buyer’s delay shall be deemed to occur no later than 24 days following the receipt of a written notice from BHI - Biohealth Int. GmbH.
8. Retention of title
8.1. All delivered goods remain property of BHI - Biohealth Int. GmbH until the Buyer has settled all accounts receivable, in particular receivables from outstanding bills and cheques, as well as receivables from the respective account balance of the business relationship with BHI - Biohealth Int. GmbH.
8.2. As manufacturer within the meaning of Section 950 of the German Civil Code [Bürgerliches Gesetzbuch], BHI - Biohealth Int. GmbH shall process goods delivered under the retention of title, without this giving rise to any obligations on the part of BHI - Biohealth Int. GmbH. Whenever the Buyer processes other goods, ones that neither belong to BHI - Biohealth Int. GmbH, nor have been delivered by the latter, BHI - Biohealth Int. GmbH is entitled to joint ownership of the new item, in particular in proportion to the invoice value of the delivered article subject to the retention of title to the invoice value of the goods being processed. The same applies in the event of confusion.
8.3. Should the provision concerning progression lapse as a result of connection, processing or confusion, the Buyer shall, at this time already, assign to BHI - Biohealth Int. GmbH its rights with regard to the new item or the new product, in the amount of the invoice value of the respective delivered item subject to the retention of title. The Buyer shall store the new item or the new product for BHI - Biohealth Int. GmbH free of charge. The joint ownership rights that arise shall also be deemed to constitute a provision concerning progression for BHI - Biohealth Int. GmbH..
8.4. The Buyer is entitled to keep track of the goods subject to the retention of title as part of customary course of business, as long as the Buyer is not in default with regard to the services it owes to BHI - Biohealth Int. GmbH. The Buyer is obliged to arrange a retention of title with its customers. The receivables of the Buyer arising from the resale are already deemed to have been assigned to BHI - Biohealth Int. GmbH, in the amount of the purchase price which falls upon the provision concerning progression. BHI - Biohealth Int. GmbH accepts this assignment today. The retention of title shall lapse in the event of a resale or once the purchase price has been paid to BHI - Biohealth Int. GmbH in full. Should the Seller conclude, or have concluded, an open account agreement with its customers which results in the receivable from the resale not being transferred to BHI - Biohealth Int. GmbH immediately, the receivable against the Buyer’s customer arising from the open account relationship shall be deemed to have already been assigned to BHI - Biohealth Int. GmbH. BHI - Biohealth Int. GmbH accepts this assignment today. All receivables of the Buyer arising from the resale of the good subject to the retention of title which have been assigned to BHI - Biohealth Int. GmbH on the grounds of this condition shall serve to secure the receivable to the same extent as the good subject to the retention of title itself..
8.5. Der Käufer ist zur Einziehung der Forderung aus dem Weiterverkauf trotzdem ermächtigt. Die dem Käufer von der Firma BHI - Biohealth Int. GmbH erteilte Einziehungsbefugnis bleibt von der Einziehungsermächtigung des Käufers unberührt. Die Firma BHI - Biohealth Int. GmbH wird aber selbst die Forderungen nicht einziehen, solange der Käufer seinen Zahlungsverpflichtungen ordnungsgemäß nachkommt. Auf Verlangen der Firma BHI - Biohealth Int. GmbH hat der Käufer die Schuldner der abgetretenen Forderung mitzuteilen und diesen die Abtretung anzuzeigen. Der Käufer hat die Firma BHI - Biohealth Int. GmbH unverzüglich davon in Kenntnis zu setzen, wenn Zwangsvollstreckungsmaßnahmen in das Vorbehaltseigentum ausgebracht werden.
8.6. Should the Buyer acquire claims against an insurer or other third parties as a result of damage to, deterioration and loss of and other kind of decay of the good subject to the retention of title, said claims, along with all ancillary rights totalling the value of the good subject to the retention of title upon delivery, are already deemed to have been assigned to BHI - Biohealth Int. GmbH, which hereby accepts the assignment.
8.7. This means that the retention of title is contingent and shall lapse automatically upon all receivables arising from the business relationship being settled in full. If this is the case, ownership of the good subject to the retention of title shall be transferred to the Buyer, with the Buyer also becoming entitled to the assigned receivables.
8.8. If the value of the securities exceeds the value of the receivables of BHI - Biohealth Int. GmbH by more than 20%, BHI - Biohealth Int. GmbH shall, upon being requested to do so by the Buyer, release securities to this extent at its option.
9. Payment terms
9.1. The invoiced amounts shall fall due within the term of payment specified on the invoice, in the invoice currency or its equivalent in euros, pursuant to the official exchange rate and without deduction. Any objections to the invoice shall be disclosed in writing without delay. The invoice is deemed to have been acknowledged 14 days after the invoice date at the latest.
9.2. The Buyer’s right to withhold performance is excluded during business transactions with traders. An offsetting on the part of the Buyer is not permitted if the latter’s counterclaim is acknowledged by BHI - Biohealth Int. GmbH in writing, or has been established as having the force of law. 9.3. If the invoice is not settled, BHI - Biohealth Int. GmbH is entitled to demand the payment of the interest rate agreed under Sub-section 7.2. of these Terms and Conditions.
9.4. In spite of possible provisions to the contrary on the part of the Buyer, BHI - Biohealth Int. GmbH is entitled to charge payments to the Buyer’s older debts in the first instance. If this is the case, BHI - Biohealth Int. GmbH shall notify the Buyer of the type and amount of the sum being charged without delay.
9.5. A payment is only deemed to have been made once the amount is available to BHI - Biohealth Int. GmbH. Cheques and bills shall only be accepted on account of performance.
9.6. Should the Buyer be in arrears with its payment obligations vis-à-vis BHI - Biohealth Int. GmbH by more than 14 days, all existing receivables shall become due immediately.
9.7. Any receivables in place vis-à-vis BHI - Biohealth Int. GmbH may only be assigned subject to the latter’s written consent.
10. Termination
10.1. Where a right of rescission was neither agreed nor has already elapsed, where there is no legal right of rescission and BHI-Biohealth Int. GmbH does not agree to the cancellation of an agreement, BHI-Biohealth Int. GmbH shall retain its right to the agreed remuneration despite the non-utilisation of services according to the following sliding scale:
- Upon receipt of a rescission notice within 2 weeks after the customer receives the order confirmation, 25% of the agreed order volume
- upon receipt of a rescission notice within 4 weeks after the customer receives the order confirmation, 50% of the agreed order volume and
- upon receipt of a rescission notice within 10 days before delivery to the customer, 90% of the agreed order volume.
10.2. The level of compensation is determined by the agreed remuneration minus the value of the expenses saved by BHI-Biohealth Int. GmbH as well as minus the amount that BHI-Biohealth Int. GmbH earns through a sale of the goods to another party. The level of compensation must be justified by BHI-Biohealth Int. GmbH at the customer's request.
10.3. The customer is at liberty to prove that the reasonable compensation due to BHI-Biohealth Int. GmbH is significantly lower than the lump sum requested.
10.4. BHI-Biohealth Int. GmbH reserves the right to claim a higher, individually calculated, compensation payment instead of the aforementioned lump sum, insofar as BHI-Biohealth Int. GmbH can prove that significantly higher expenses than the respective applicable lump sum have arisen. In such a case, BHI-Biohealth Int. GmbH is obliged to cite and substantiate concrete figures for the compensation demanded, taking into account the saved expenses as well as minus the amount that BHI-Biohealth Int. GmbH earns through a sale of the goods to another party.
11. Liability
The Buyer alone is responsible for the products’ marketability in the country in question. The same applies to all statements on the packaging, either in textual or promotional form, as well within the environment of placing the product onto the market. Provided that the legal framework does, nevertheless, give rise to liability on the part of BHI - Biohealth Int. GmbH, the Buyer shall indemnify BHI - Biohealth Int. GmbH against all claims as part of their internal relationship and provide corresponding compensation for damages, including total costs incurred warding off said claims. In particular, this also applies to lawyer’s fees and court fees incurred. This provision also applies insofar as third-party rights are infringed upon as a result of the product in question being placed onto the market (e.g. industrial property rights or similar). In particular, this applies in the event of the Buyer exporting the goods of BHI - Biohealth Int. GmbH to territories outside of the Federal Republic of Germany, especially should third-party intellectual property rights be infringed upon by the products of BHI - Biohealth Int. GmbH. The same applies should bodily injury, damage to health or material damage arise as a result of products being used incorrectly.
12. Place of performance
Unless information to the contrary is outlined in the order confirmation, the place of performance is the registered office of BHI - Biohealth Int. GmbH.
13. Place of jurisdiction/final provision
13.1. The place of jurisdiction is the court responsible for the registered office of BHI - Biohealth Int. GmbH.
13.2. The performance of the contract, as well as its legal assessment, are governed by German law, regardless of whether the contract is concluded in Germany or abroad. Whatever the case may be, only German law to the exclusion of foreign law, in particular to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods and the law of the European Union, shall apply.
14. Severability clause
Should individual provisions of this contract, including this provision, be ineffective, either in part or in full, this shall not affect the effectiveness of the remaining provisions or parts of said provisions. The provisions shall be replaced by the applicable legislative regulations.

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