1. Preamble and validity of different GTC
2. Confidentiality and intellectual property
3. Prices and offsetting prohibition
4. Delivery time
5. Default of payment and advance payment
6. Transfer of risk
7. Retention of title
8. Receiving inspection, notification of defects, liability for defects
9. Exclusion and limitation of liability for damages and reimbursementof expenses
10. Property rights
11. Export controls
12. Data protection, Schufa clause
These contractual conditions shall apply exclusively to the entirebusiness relationship between the buyer/client and BPP GmbH. Terms and conditions of purchase and other terms and conditions of the buyer/client are hereby rejected. The acceptance and execution of orders shall not constitute recognitionof the buyer's/client's terms and conditions or a waiver of the following termsand conditions, even if the buyer's/client's request to this effect has not been expressly objected to. Under no circumstances shall the provisions set out in these GTC be replaced by the buyer's/client's terms and conditions. The written confirmation of BPP GmbH is decisive for the conclusion of the contract. The provisions of § 312 e para. 1 sentence 1 no. 1-3 BGB on obligations in electronic business transactions are expressly waived between BPP GmbH and the buyer/client. The parties agree that the commercial and/or unauthorized use of knowledge of trade secrets obtained in the course of the contract shall obligethe other party to pay damages. In sofar as the female or male form is used for a contracting party in this contract, the provisions shall apply equally if a different designationshould correctly have been used. Unless expressly agreed, accessories or instructions are not owed. Instructions are for information purposes only and do not constitute anagreement on a corresponding contractual quality of the goods or a suitabilityfor use assumed under the contract. Quality and durability specifications aswell as other specifications are only guarantees if they are expressly agreed and designated as such. BPP shall not be obliged to provide consultancy services; details and information on the suitability and use of the goods shall not release the buyerfrom the obligation to carry out its own tests and trials and shall not constitute an agreement regarding the contractual quality or specificsuitability for use. The products supplied do not meet the requirements of the EU guidelinesfor GMP in the field of human and animal medicinal products.They can therefore not be used as active ingredients in human or veterinary medicine. BPP GmbH must be contacted prior to any intended use as pharmaceutical,cosmetic, food additives, agricultural adjuvants, pesticides or for domesticuse. Buyers intending to use products for pharmaceutical, cosmetic, food orother purposes must carry out their own risk assessments and ensure that theyact in accordance with local legal requirements and regulations (e.g. the European Pharmacopoeia).
Under no circumstances can BPP GmbH be held liable if the buyer uses aproduct for a purpose for which it was not intended.
In addition, it is the sole responsibility of the buyer to comply with the relevant health and safety and other legal regulations and to take the necessary measures in connection with and during the storage, transportation, sale and use of the products.
By using the products of BPP GmbH, you automatically agree to thecurrently valid General Terms and Conditions of BPP GmbH for the sale of goodsand the provision of services.
Information disclosed by one Party to the other Party in connection withthis Agreement that is designated as confidential or marked as confidential orotherwise identified as Proprietary Information shall be deemed to beProprietary Information of the Party within the meaning of the GeschGehG. Each Party may only disclose such Proprietary Information of the otherParty to the employees of the recipient of the information who need suchProprietary Information to produce or evaluate the resulting goods or services. The parties are obliged to maintain the confidentiality of confidentialinformation even after the end of the contractual relationship. At the requestof one of the parties, they shall conclude a separate non-disclosure agreement.
Materials are understood to mean the following:
(a) all materials, including peptides and proteins and their sequences,which one party makes available to the other party
(b) all derivatives and modified forms thereof.
Each Party shall retain ownership of the Materials it supplies and all related intellectual property and other rights; the Materials themselves shall constitute the proprietary information of the Parties. The contracting parties may only pass on, distribute or releasematerials to the employees of the other contracting party to the extent thatthis complies with the provisions of the contract concluded and is necessary toachieve the purpose of the contract. The contracting parties shall not permit anyone to take or sendmaterials to another location unless this is necessary to achieve the purposeof the contract. Nor will the Parties use the Materials for any purpose that could giverise to a consulting or licensing obligation to third parties, regardless ofwhether such an obligation already exists or is likely to arise in the future. The parties mutually undertake to use the materials exclusively inaccordance with the purpose of the contract.
Without the prior written consent of the other party to the contract, inparticular
(1) the materials may not be analyzed or used (except for the performance ofthe agreed purpose of the contract), modified or subjected to a construction study - in any form whatsoever -,
(2) no patent applications may be filed or other forms of legal protection sought for the Materials or for the results of the examination or treatment of the Materials,
(3) no information or data obtained from the materials or from investigations and processing carried out on them may be used or disclosed.
The parties agree that this is not an exhaustive list, but rather thatboth contracting parties must refrain from doing anything that could impair theintellectual property of the other contracting party or that could lead to thecommercial exploitation of its intellectual property by third parties withoutthe consent of the other contracting party, unless the contracting partysupplying the material has given its express consent. If a contracting party files a patent application or applies for otherforms of legal protection for the materials or a result of investigations orprocessing carried out on them without the prior written consent of the othercontracting party, ("unauthorized IP"), it shall transfer all rightswhich it has acquired to date to the other contracting party withoutcompensation and - insofar as it has enabled third parties to acquire theserights - shall ensure that they are transferred to the contracting partywithout compensation. If this is not possible, it must place the contractualpartner in the same financial position as if the transfer to the third partyhad not taken place.
All prices are inclusive of packaging costs and exclusive of statutoryVAT, unless otherwise agreed in writing. Transportation costs are chargedseparately. The customer shall bear the shipping costs unless otherwise agreed.If customs duties, taxes, fees and other charges increase after conclusion ofthe contract, this shall be borne by the buyer. In particular, an increase inthe statutory VAT rate between conclusion of the contract and actual deliveryshall result in a corresponding increase in the agreed gross purchase price. The same applies to any increase in transportation costs, irrespectiveof whether these are to be borne by the buyer or BPP GmbH. Offsetting by thebuyer with counterclaims is excluded unless the buyer's claims are undisputedor have been legally established; this does not apply to counterclaims arisingfrom the same contractual relationship. The provisions on offsetting and theright of retention shall also apply to the assertion of defects.
(4.1)
The method of shipment shall be determined by BPP GmbH, unlessotherwise agreed in writing. Shipment shall be CPT (Incoterms® 2020) destination. Unless expressly agreed otherwise, promised delivery periods anddelivery dates (delivery time) refer to the time of dispatch or handover forcollection and in no case constitute a firm deal. All delivery times aresubject to proper and timely delivery to us. If the delivery time is exceeded,the buyer is entitled to set a reasonable grace period and, after its expiry,to withdraw from the contract with regard to the goods or quantity not yetdelivered. For further claims, in particular claims for damages, the provisionsof clause 9 shall apply.
(4.2)
Force majeure and events beyond the control of BPP GmbH, suchas, in particular, acts of government, labor disputes including strikes andlawful lockouts, energy and raw material shortages, transport disruptions orunavoidable operational disruptions and epidemics or pandemics, shall releaseBPP GmbH from its delivery obligation for the duration of the disruption and tothe extent of its effects. If the disruption is not remedied within areasonable period of time, BPP GmbH shall be entitled to withdraw from thecontract, excluding any obligation to pay compensation. If the delivery delayedor restricted by such disruption is demonstrably no longer of interest to thebuyer, the buyer shall be released from the obligation to take delivery,provided that BPP GmbH does not suffer any disadvantages beyond its own loss ofprofit as a result.
(4.3)
The above provision in paragraph 2 shall also apply if forcemajeure or one of the events mentioned in paragraph 2 occurs on the part of BPPGmbH's suppliers.
(4.4)
BPP shall be entitled to make and invoice partial deliveries,provided that the partial deliveries can be used by the buyer within the scopeof the contractual purpose, the delivery of the legally ordered goods isensured and the client does not incur any significant additional work oradditional costs as a result, unless the seller agrees to bear these costs.
(4.5)
Prospective deadlines and dates for deliveries and services arealways only approximate and subject to change, unless a fixed deadline or afixed date has been expressly promised or agreed.
(5.1)
Unless otherwise agreed, payment shall be made without deductionimmediately upon receipt of the invoice. Bills of exchange and checks are notaccepted as means of payment.
(5.2)
An agreed cash discount shall only be granted if all older invoicesdue have been settled and the buyer settles the outstanding invoice amount infull and on time.
(5.3)
In accordance with § 286 para. 3 BGB, the buyer shall be in defaultat the latest if he does not make payment within 30 days of the due date andreceipt of the invoice or an equivalent payment schedule.
(5.4)
If the buyer is in default, default interest of 9 percentage pointsabove the respective base interest rate p.a. shall be charged. We reserve theright to assert claims for additional or further damages.
(5.5)
Offsetting and rights of retention can only be exercised by thepurchaser if his counterclaims have been legally established or are undisputed.
(6.1)
The risk is transferred to the buyer as soon as the goods have beenhanded over to the transport company or have left the warehouse of BPP GmbH.Shipment is always at the risk of the buyer. This also applies if BPP GmbHbears the costs of transportation and/or insures it on the basis of individualagreements. All agreed delivery clauses only regulate the bearing of costs.
(6.2)
Complaints due totransport damage must be reported by the buyer directly to the transportcompany with a copy to the seller within the special deadlines provided forthis purpose.
(7.1)
The goods ("goods subject to retention of title")remain the property of BPP GmbH until the purchase price has been paid in full.In addition, the goods subject to retention of title remain the property of BPPGmbH until all other payment claims arising from the business relationshipbetween BPP GmbH and the buyer that are due at the time the contract isconcluded have been settled in full. These goods subject to retention of titleshall remain the property of BPP GmbH until full payment of future claims. If,in connection with the payment of the purchase price, a bill of exchangeliability is established for BPP GmbH in partial deviation from Section 5.1 ofthese GTC (check/bill of exchange procedure), the retention of title does notexpire before the bill of exchange is honored by the drawee. The buyer isentitled to process and sell the reserved goods in the ordinary course ofbusiness, to which the following provisions apply.
(7.2)
If the goods subject to retention of title are processed by thebuyer or a third party commissioned by the buyer, BPP GmbH is the manufacturerwithin the meaning of § 950 BGB and acquires ownership of the resultingproducts. If the processing is carried out together with materials of others,BPP GmbH acquires co-ownership of the new item to each degree of processing inthe ratio of the invoice value of the reserved goods to the total value of thematerials of the others. The same applies to cases of combining and mixingwithin the meaning of Sections 947, 948 BGB. The regulation in § 947 para.2 BGB is waived. Instead, the regulation as set out above for processing shallapply.
(7.3)
Pledging or transfer by way of security of the goods subject toretention of title is excluded. The buyer hereby assigns all claims arisingfrom the sale of goods subject to retention of title to BPP GmbH as security tothe extent of BPP GmbH's ownership share in the goods sold; BPP GmbH herebyaccepts this assignment; this also applies to the sale of a company. The buyeris only authorized to collect these claims as long as he duly meets his paymentobligations to BPP GmbH. The assignment of claims is excluded.
(7.4)
The Buyer's right to process or combine/mix the goods, as wellas the right to resell the goods subject to retention of title and the right tocollect the receivables, shall lapse if the Buyer defaults on payment by morethan one month, if the Buyer suspends payment, if the Buyer protests a chequeor bill of exchange (insofar as BPP GmbH is in any way the beneficiary of thischeque or bill of exchange), if goods subject to retention of title are seizedor if an application is made to open insolvency proceedings or judicial orextrajudicial composition proceedings against the Buyer's assets. The Buyerundertakes to inform the Seller immediately of the occurrence of any of theabove-mentioned events. The request to take back and the taking back of the reservedgoods shall not be deemed a withdrawal from the contract.
(7.5)
Upon request, the buyer shall provide all necessary informationon the inventory of the goods owned or co-owned by BPP GmbH and on the claimsassigned to BPP GmbH and shall inform its customers of the assignment. He mustimmediately notify third parties of any seizure of such goods or claims. Hemust insure such goods adequately against the usual risks at his own expense.
(7.6)
If the value ofthe securities existing for BPP GmbH exceeds the claims to be secured by morethan 10%, the seller shall release securities of its choice at the buyer'srequest. The valuation of the securities shall be based on the realizable proceedsfrom the sale of the securities. The Buyer shall provide the Seller with theinformation necessary for this valuation immediately upon request.
(8.1)
The buyer or the recipient designated by him must inspect thegoods immediately upon receipt and in any case before handling and processing.After the discovery of defects, the handling and processing of the defectiveitem must be stopped immediately. Obvious defects - including the absence ofquality guarantees - must be reported in writing immediately, but at the latestwithin 7 days of receipt of the goods; hidden defects must be reported inwriting immediately, but at the latest within 7 days of their discovery. If theBuyer fails to inspect the goods or to notify us of defects in due form andtime, the Buyer shall not be entitled to any claims arising from defects. Thetimeliness of the notification shall be determined by the time of its receipt bythe seller.
(8.2)
If an acceptance or initial sample inspection has been agreed,a complaint about defects that the buyer could have detected during a carefulacceptance or initial sample inspection is excluded.
(8.3)
In the event of justified complaints, the Seller shall beobliged, at its discretion, to provide subsequent performance either bydelivering faultless replacement goods or by rectifying the defect, whereby therejected parts shall become the property of the Seller. The Seller reserves theright to make 2 attempts at subsequent performance. The seller is entitled torefuse subsequent performance in accordance with the statutory provisions.
(8.4)
If the Seller fails to fulfill its obligation to providesubsequent performance, the Buyer may, at its discretion, withdraw from thecontract or reduce the price after setting the Seller a reasonable graceperiod, unless this is dispensable under the statutory provisions. In the eventof rescission, the Buyer shall be liable for deterioration, loss and unusedbenefits not only for its own customary care, but also for any fault.
(8.5)
Further claims for damages and reimbursement of expenses of theBuyer due to or in connection with defects or consequential damage caused bydefects, irrespective of the legal grounds, shall only exist in accordance withthe provisions in Section 9. In this case, too, the Seller shall only be liablefor typical and foreseeable damage.
(8.6)
The Seller's liability for defects shall not apply if there areno defects in the delivered goods, i.e. in particular if defects are due toimproper use, incorrect or negligent handling, natural wear and tear orinterference with the delivery item by the Buyer or third parties.
(8.7)
Liability claims for defects against BPP GmbH shall becomestatute-barred no later than 12 months after delivery of the goods oracceptance, unless statutory provisions stipulate a longer limitation period.
(8.8)
If the finalpurchaser of the goods is a consumer, the statutory provisions shall apply tothe limitation period for any right of recourse of the purchaser against theseller.
(9.1)
If the buyer is a consumer, the seller's liability for slightlynegligent breach of duty is limited to the foreseeable, contract-typical,direct average damage according to the type of goods. If the buyer is an entrepreneur, a legal entity under public or privatelaw or a special fund under public law, claims for damages are excludedregardless of the type of breach of duty, including tortious acts, unlessintentional or grossly negligent action is involved. In the event of a breachof essential contractual obligations (obligations whose fulfillment isessential for the proper execution of the contract and on whose compliance thecontractual partner regularly relies and may rely), the seller shall be liablefor any negligence, but only up to the amount of the foreseeable, directaverage damage typical for the contract. In the event of a breach ofnon-essential contractual obligations due to simple negligence, the Sellershall not be liable. Claims for loss of profit, saved expenses, uselessexpenses arising from claims for damages by third parties and other indirectdamages and consequential damages cannot be demanded unless a quality featureguaranteed by the seller is specifically intended to protect the buyer againstsuch damages.
(9.2)
The limitations and exclusions of liability pursuant to 9.1 shall not applyto claims arising from fraudulent conduct on the part of the Seller, nor toliability for guaranteed characteristics, claims under the German ProductLiability Act (Produkthaftungsgesetz), nor to damages resulting from injury tolife, body or health, nor to the extent that statutory provisions prohibit alimitation of liability.
(9.3)
In the event of liability in accordance with Section 9.1 andliability without fault, BPP GmbH shall only be liable for typical andforeseeable damage. The assertion of useless expenses by the buyer is excluded.
(9.4)
In the event of slight negligence, BPP GmbH shall only beliable for damages caused by delay up to 5% of the net order value.
(9.5)
The buyer shall be responsible for deciding on the use of thedelivered goods or other services. Insofar as BPP GmbH has not confirmed inwriting the specific properties and suitability of the products for acontractually agreed purpose, any advice on technical application isnon-binding. BPP GmbH shall also only be liable in accordance with section 9.1for advice given or not given which does not relate to the properties andusability of the product supplied.
(9.6)
The exclusion of liability in accordance with sections 9.1 -9.5 shall apply to the same extent in favor of the executive bodies, legalrepresentatives, executive and non-executive employees and other vicariousagents of BPP GmbH.
(9.7)
All claims fordamages and reimbursement of expenses against BPP GmbH shall lapse 12 monthsafter delivery of the goods, in the case of tortious liability from the time ofknowledge or grossly negligent ignorance of the circumstances giving rise tothe claim or the person liable for compensation.
(10.1)
If goods are manufactured in accordance with the buyer'sspecifications and this infringes third-party property rights, the buyer/clientshall indemnify BPP GmbH against all third-party claims arising from theinfringement of property rights.
(10.2)
In the event of breaches of contract by the buyer/client, hisproperty rights shall not prevent BPP GmbH from utilizing the goods inaccordance with the contract.
The Seller draws the Buyer's attention to the fact that European andGerman foreign trade law applies to the transfer/export of goods (goods,software, technology) and to the provision of services (e.g. assembly,maintenance, servicing, repairs, instruction/training, etc.) with across-border connection in order to fulfill the contractual obligation and thatthe individual deliveries and technical services may be subject to exportcontrol restrictions and prohibitions. This applies in particular to so-calledarmaments and dual-use goods. The relevant legal provisions are Regulation (EC)No. 2021/821 (EC Dual-Use Regulation) and its annexes, the Foreign Trade andPayments Act (AWG), the Foreign Trade and Payments Ordinance (AWV) and itsannex (Part I Section A and B of the German Export List), as amended.In addition, there are European and national embargo regulations againstcertain countries and persons, companies and organizations that may prohibitthe supply, provision, transfer, export or sale of goods and the provision ofservices or make them subject to approval.The Buyer acknowledges that the above-mentioned legal provisions aresubject to constant changes and adaptations and that they apply to the contractin their respective valid version.The Buyer undertakes to recognize and comply with the European andGerman export control regulations and embargo regulations, in particular if theBuyer is affected by a re-export requirement of a license issued to the Sellerby the export control authority.The Buyer further undertakes not to sell, export, re-export, deliver,pass on or otherwise make available the delivered goods, either directly orindirectly, to persons, companies, institutions, organizations or countries, ifthis violates European or German export regulations or embargo regulations.Upon request, the Buyer shall be obliged to provide the Seller withadequate and complete information on the end use of the goods or services to bedelivered, in particular to issue so-called end-use certificates (EUCs) and tosend them to us in the original in order to be able to verify the end use andthe intended purpose of the goods or services to be delivered and to provideevidence thereof to the competent export control authority.
If any necessary export or transfer licenses or other approvals orreleases under foreign trade law are not granted by the competent authoritiesor not granted in good time or if other obstacles to the performance of the contractor delivery arise due to the customs, foreign trade and embargo regulations tobe observed by the Seller as exporter or transferor or by suppliers, the Sellershall be entitled to withdraw from the contract or from the individual deliveryor service obligation in addition to clause 4. This shall also apply if corresponding obstacles under export controland embargo law - e.g. due to a change in the legal situation - only arisebetween the conclusion of the contract and the delivery or performance of theservice or when asserting warranty rights and make the performance of thedelivery or service temporarily or permanently impossible, because requiredexport or transfer licenses or other foreign trade permits or approvals are notgranted or are revoked by the competent authorities or because other legalobstacles due to customs, foreign trade and embargo regulations to be observedprevent the fulfillment of the contract or the delivery or service. Section 9 of this contract shall apply to any claims for damages on thepart of the Buyer for this reason.
Compliance with delivery deadlines may require the release or grantingof export or transfer licenses or other approvals under foreign trade law bythe competent authorities. If the Seller is prevented from timely delivery dueto the duration of the proper execution of an application, approval orinspection procedure under customs or foreign trade law, the delivery periodshall be extended appropriately by the duration of the delay caused by thisofficial procedure. The provisions in clause 4 shall remain unaffected.
The Buyer shall be fully liable to the Seller for damages and expensesincurred by the Seller due to the Buyer's culpable non-compliance with Europeanand/or German export regulations or embargo regulations
(12.1)
Personal data of the buyer is collected, processed and storedin accordance with the provisions of the Federal Data Protection Act.
(12.2)
The Seller reserves the right to obtain information from the SCHUFA company (Schutzgemeinschaft für allgemeine Kreditsicherung) responsiblefor the Buyer's place of residence or another credit agency for the purpose ofa credit check. Furthermore, the Seller reserves the right to report paymenthistories to credit agencies in accordance with the provisions of the BDSG.
(13.1)
The place of fulfillment for the delivery is the location ofthe company or warehouse from which the delivery is made.
(13.2)
The place of jurisdiction shall be Mannheim, whereby BPP GmbHshall also have the right to sue the buyer at his general place ofjurisdiction.
(13.3)
The contractual relationship is subject to the law of theFederal Republic of Germany to the exclusion of German private internationallaw and to the exclusion of the United Nations Convention on Contracts for theInternational Sale of Goods of April 11, 1980.
(13.4)
The INCOTERMS in their latest version (currently Incoterms® 2020) shall apply to the interpretation of agreed delivery clauses,notwithstanding the provision made in clause 6 for the transfer of risk.
In the event that individual contractual provisions are invalid, theremaining provisions shall remain fully valid. In place of invalid provisions,the parties undertake to agree on a provision that is legally permissible andcomes closest to the desired economic result.
These General Terms and Conditions of Sale shall be interpreted inaccordance with German law. If the legal meaning of a translation differs fromthe German legal meaning, the German meaning shall prevail.
