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General Terms and Conditions and Customer Information
I. General Terms and Conditions
1. Scope, Definitions
(1) These General Terms and Conditions (GTC) apply to all contracts for the sale of goods and the provision of services concluded by you with us as the supplier (SanaBio GmbH) via our website www.sanabio.bio, by e-mail, by telephone or by any other means.
(2) Our offers are directed exclusively at entrepreneurs within the meaning of Section 14 BGB, legal entities under public law and special funds under public law. The conclusion of contracts with consumers (Section 13 BGB) is excluded.
(3) An entrepreneur within the meaning of these GTC is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his or its commercial or independent professional activity. Authorities and public institutions are treated as entrepreneurs.
(4) Our GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity in text form.
(5) Our GTC become part of all contracts with the buyer if we draw the buyer’s attention to the GTC when the contract is concluded and provide the buyer with the opportunity to take note of their content in a reasonable manner (e.g. by sending them by e-mail or making them available on our website) and the buyer concludes the contract after having had the opportunity to take note thereof. No separate express confirmation requirement applies. This reflects the requirements for the incorporation of general terms and conditions laid down in Section 305 (2) BGB.
(6) Our services particularly include the safety assessment of plant-based raw materials, the safety assessment of cosmetic products, the preparation of product specifications and safety data sheets in accordance with statutory requirements, analyses and the preparation of certificates of analysis, procurement on behalf of the customer, contract manufacturing (filling, pressing, filtering, deodorization, refining), product development as well as further consulting and development services (hereinafter collectively “Services”).
2. Conclusion of the Contract
(1) The subject of the contract is the sale of goods and the provision of services.
(2) Our presentation of goods and services on the internet, in product data sheets, catalogues or other media is non-binding and does not constitute a binding offer to conclude a contract (invitatio ad offerendum).
(3) Orders via the online shop (if available and functional): You can submit a binding offer (order) via the online shopping cart system. The goods intended for purchase are placed in the “shopping cart”. You can access the “shopping cart” via the corresponding button in the navigation bar and make changes there at any time. After accessing the “Checkout” page and entering your personal data as well as the payment and shipping conditions, all order data will finally be displayed again on an order overview page. Before submitting the order, you can check and change all information again or cancel the purchase. By submitting the order via the button provided for this purpose (“order with obligation to pay” or similarly designated), you submit a binding contractual offer to us.
(4) We will confirm receipt of your order by e-mail (acknowledgement of receipt). This acknowledgement of receipt does not yet constitute acceptance of your offer. Acceptance (and thus conclusion of the contract) takes place within 48 hours after you have placed your order by
– sending an order confirmation in text form (e.g. by e-mail), or
– delivering the goods to you.
If no acceptance is declared within the period, your offer shall be deemed rejected.
(5) Enquiries outside the online shopping cart system: Your enquiries submitted by e-mail, telephone or otherwise, requesting us to submit an offer, are non-binding for you. We will submit a non-binding offer to you in text form (e.g. by e-mail), which you may accept within 5 days in a binding manner. In the case of orders placed by e-mail, the contract is likewise only concluded when we send you our order confirmation in text form (e.g. by e-mail), which we may send within 48 hours after receipt of your order (acceptance of our offer).
(6) Telephone orders: For telephone orders, the order data will be requested from you verbally and a customer account may be created. If a customer account is created, you will receive the password immediately after creating it by e-mail. In the case of telephone orders, the contract is likewise only concluded when we send you our order confirmation in text form (e.g. by e-mail), which we may send within 48 hours after receipt of your order.
(7) Processing of the order and transmission of all information required in connection with the conclusion of the contract will generally take place by e-mail, partly in an automated manner. You must therefore ensure that the e-mail address stored with us is correct and that receipt of e-mails is technically ensured that it is not prevented by spam filters.
(8) Insofar as contracts in electronic commerce within the meaning of Section 312i BGB are concluded exclusively between us and buyers who are not consumers within the meaning of Section 13 BGB, the parties agree, in deviation from Section 312i (1) sentence 1 nos. 1 to 3 and sentence 2 BGB, that these provisions shall only apply to the extent that they are actually implemented in the respective order process. Any mandatory statutory information obligations remain unaffected.
3. Payment Methods, Credit Check
(1) If we perform in advance, e.g. in the case of payment by invoice or direct debit, we reserve the right to carry out a credit check to safeguard our legitimate interests. For this purpose, we may transmit the personal data required for the credit assessment to credit agencies (e.g. SCHUFA Holding AG, Creditreform, CRIF Bürgel or comparable institutions), which provide credit information based on mathematical-statistical procedures. Based on this information, we have decided which payment methods we can offer you. We reserve the right, because of the credit check, not to offer certain payment methods – in particular payment by invoice or direct debit. Details of data processing within the framework of the credit check can be found in our privacy policy.
(2) Unless expressly agreed otherwise in the offer or in the order process, the following payment methods are available to the buyer:
– advance payment by bank transfer; and
– payment by invoice (subject to a corresponding credit check).
(3) For all new customers, the following applies: The first three orders are generally to be paid in advance. As from the fourth order, payment by invoice may be agreed – subject to a positive credit check.
4. Right of Retention, Retention of Title
(1) The buyer shall only be entitled to exercise a right of retention to the extent that it is based on claims arising from the same contractual relationship.
(2) The goods shall remain our property until full settlement of all claims arising from the business relationship (goods under retention of title). Prior to the transfer of ownership, pledging or transfer by way of security of the goods under retention of title is not permitted.
(3) The buyer is entitled to resell the goods under retention of title in the ordinary course of business. The buyer hereby assigns to us by way of security the claims against its customers arising from the resale of the goods under retention of title in the amount of the final invoice amount agreed with us (including VAT); we accept this assignment. This assignment shall apply regardless of whether the goods have been resold without or after processing. The buyer shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim remains unaffected. However, we will not collect the claim if the buyer meets its payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and no cessation of payments exists.
(4) In the event that the goods under retention of title are combined, mixed or processed with other goods which do not belong to us, we shall acquire co-ownership of the new item in proportion to the invoice value of the goods under retention of title to the other processed items at the time of processing. If the combination or mixing takes place in such a way that the buyer’s item is to be regarded as the main item, it is deemed agreed that the buyer shall transfer co-ownership to us on a pro-rata basis and shall hold the resulting sole ownership or co-ownership in safekeeping for us.
(5) We undertake, at the request of the buyer, to release securities to which we are entitled to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%. The choice of securities to be released shall be at our discretion.
5. Warranty, Defect Rights, Duty to Inspect and Give Notice of Defects, Perishability and Storage Conditions
(1) The buyer’s rights in respect of defects in the goods supplied by us and in the services provided by us shall be governed by the statutory provisions unless otherwise stipulated below. Any limitation of these rights by way of general terms and conditions is subject to content control pursuant to Section 307 BGB.
(2) The buyer is obliged to inspect the delivered goods without undue delay after delivery within the framework of a proper inspection procedure within the meaning of Section 377 of the German Commercial Code (Handelsgesetzbuch – HGB). In the industry supplied by us, a proper inspection regularly includes an examination appropriate to the product, the intended purpose of use and the technical and economic possibilities of the buyer. Depending on the product and intended purpose, this may include, in addition to a simple visual and identity check, random analytical tests (e.g. physic-chemical, sensory and, where applicable, microbiological analyses) in the buyer’s own or a commissioned laboratory, insofar as this is reasonable in accordance with the ordinary course of business. Obvious defects and defects that are recognizable during such incoming goods inspection must be reported to us without undue delay, i.e. without culpable hesitation, in text form. The inspection must be completed, and a final notice of defects must be given no later than 4 weeks after receipt of the goods. If the inspection or the notification of defects is not carried out in due time, the deliveries shall be deemed approved regarding defects not reported or not reported in time and the buyer’s claims in respect of such defects shall be excluded in accordance with Section 377 HGB. Where the goods are intended to be used in food, cosmetic products, animal feed or pharmaceutical products, quality-relevant deviations must be notified prior to further processing.
(3) The goods offered by us are predominantly sensitive and/or perishable natural products which tend to oxidize upon contact with oxygen. This process can be slowed down by appropriate packaging and protective measures (e.g. nitrogen blanketing of containers) but cannot be completely prevented.
(4) Our minimum shelf-life information as well as any durability promises and warranty claims require that
– the containers remain unopened and undamaged; and
– the storage conditions specified in the product specifications and/or on labels (cool, dry and protected from light) are complied with.
(5) After opening the containers, the buyer is obliged to process the goods promptly and professionally and – insofar as technologically customary – to protect them against oxidation (e.g. by using suitable antioxidants and appropriate storage conditions). Any liability for quality impairments due to contact with atmospheric oxygen after opening of the container, improper storage or improper processing is excluded; defects already existing at the time of the passing of risk remain unaffected.
(6) Warranty is generally excluded if the goods have been processed, mixed or otherwise further processed or resold to third parties by the buyer or a third party, unless the buyer asserts statutory recourse claims pursuant to Sections 445a, 478 BGB or the defect already existed at the time of the passing of risk and could also have been detected in the event of proper inspection.
(7) The characteristics of the goods shall be exclusively those parameters specified in our product specifications. Public statements, recommendations or advertising made by us or third parties do not constitute a contractual description of the characteristics of the goods unless expressly made part of the contract. Due to the natural origin of our products, reference is made to the supplementary provisions in clause 7 regarding quality, natural variations and application.
(8) The limitation period for defect claims relating to goods is one year from delivery. This reduction of the limitation period does not apply
– to the buyer’s claims for damages arising from injury to life, body or health,
– to other damage caused by an intentional or grossly negligent breach of duty by us or our vicarious agents,
– where we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods,
– in the cases of Section 478 BGB (recourse of the entrepreneur).
For defects in services, the statutory limitation periods shall apply. Any deviation from the statutory limitation regime is subject to the control under Section 307 BGB.
(9) Subsection (2) shall apply correspondingly to services. The buyer is therefore obliged to examine the services provided by us without undue delay after their performance for conformity with the contract and to notify them of any defects without undue delay in text form. If a timely notice of defects is not given, the services shall be deemed approved regarding defects not reported in due time. Statutory rights in the event of fraudulent concealment of a defect remain unaffected.
(10) In the event of defects in services, we are entitled, at our discretion, to subsequent performance by way of rectification or renewed performance of the service. If subsequent performance fails twice or is unreasonable for the buyer, the buyer may reduce the remuneration appropriately or – provided that the defects are not merely insignificant – withdraw from the contract. Any further claims shall be governed by the statutory provisions.
