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 International GmbH; BHI Biohealth International GmbH is not bound by such General Terms and Conditions of Business. Only the Terms and Conditions of BHI Biohealth International GmbH shall be decisive for all deliveries, including those resulting from future business transactions.
Offers made by BHI Biohealth International 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 International 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 International 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.
Should the article be packaged in a container supplied by the Buyer, no liability shall be assumed for the packaging being suitable. BHI Biohealth International 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 International GmbH is entitled to employ suitable material at the customer’s expense. In this respect, BHI Biohealth International 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 International 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 International 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.
Compliance with the delivery and performance obligations of BHI Biohealth International 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 International 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 International GmbH regarding the rejection or recognition of warranty obligations and may only return said article with the consent of BHI Biohealth International GmbH. The Buyer shall make it possible for BHI Biohealth International GmbH to inspect said article in each and every case. At the option of BHI Biohealth International GmbH, the warranty obligations may extend to credit notes, replacement delivery, conversion, reduction or subsequent improvement. BHI Biohealth International GmbH will not assume the costs of any analyses commissioned by the Buyer. Regardless of the product name used by BHI Biohealth International 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 International GmbH is solely obliged to take back the delivered article and, at the option of BHI Biohealth International 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.
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 International GmbH shall lapse.
7.1. Suppliers of BHI Biohealth International 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 International 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 International 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 International GmbH is entitled to suspend further deliveries until the Buyer has settled the outstanding receivables in full. BHI Biohealth International GmbH reserves the right to assign receivables to third parties.
8.1. All delivered goods remain property of BHI Biohealth International 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 International GmbH.
8.8. If the value of the securities exceeds the value of the receivables of BHI Biohealth International GmbH by more than 20%, BHI Biohealth International GmbH shall, upon being requested to do so by the Buyer, release securities to this extent at its option.
8.10. The claim to specific performance on the part of BHI Biohealth International GmbH shall remain in force and effect if a reasonable extension set in writing, under threat of cancellation of the Agreement should the extension expire without payment or seeking damages in lieu of performance has lapsed without any response of the Purchaser or if the Purchaser fails to make payment and/or expressly refuses acceptance. However, BHI Biohealth International GmbH may instead also cancel the Agreement and/or claim damages in lieu of performance.
8.11. Upon default, the risk of loss of or damage to the purchased item shall pass to the Purchaser, unless BHI Biohealth International GmbH has acted with intent or gross negligence.
8.12. In case the Purchaser refuses to pay or take delivery, BHI Biohealth International GmbH shall be entitled to demand 25% of the purchase price – without deductions – as liquidated damages. The Purchaser shall retain the right to demonstrate that no damage has occurred at all or not in the amount of the liquidated damages.
8.13. In the event of higher damages, BHI Biohealth International GmbH reserves the right to assert a claim for higher damages in lieu of the liquidated damages pursuant to section 8.4.
8.14. If the shipment or delivery of the goods is delayed at the request or caused by the customer, storage charges of € 25.00 per Euro pallet of storage space may be charged for each month or part thereof, beginning one month after the customer was notified that the shipment is ready. The purchaser may provide evidence that storage costs were not incurred at all or are significantly lower than the flat rate.
8.15. Costs for a re-delivery after default in acceptance has shall be borne by the Purchaser.
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 International GmbH in writing, or has been established as having the force of law. 9.3. If the invoice is not settled, BHI Biohealth International GmbH is entitled to demand the payment of the interest rate agreed under Sub-section 7.2. of these Terms and Conditions.
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 International GmbH does not agree to the cancellation of an agreement, BHI Biohealth International 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 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 International GmbH as well as minus the amount that BHI Biohealth International GmbH earns through a sale of the goods to another party. The level of compensation must be justified by BHI Biohealth International GmbH at the customer’s request.
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 International GmbH, the Buyer shall indemnify BHI Biohealth International 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 International 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 International GmbH. The same applies should bodily injury, damage to health or material damage arise as a result of products being used incorrectly.
Unless information to the contrary is outlined in the order confirmation, the place of performance is the registered office of BHI Biohealth International GmbH.
13.1. The place of jurisdiction is the court responsible for the registered office of BHI Biohealth International GmbH.
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.A product can only achieve its full use potential and take full effect if a sensible combination and quantity of raw materials is employed. This means that BHI International GmbH attaches utmost importance to working together with modern laboratories and their up-to-date expertise. Our collective knowledge guarantees a high-quality product. Take advantage of our exponentiated knowledge!