1. General Matters
All deliveries and services are subject to the following terms of sale and delivery. Deviating conditions of the buyer are not binding, even if they are not expressly contradicted. By placing an order and/or accepting goods, the buyer accepts the conditions of AHN Biotechnologie GmbH as legally binding. This also applies to companies for upcoming and all other deliveries and services. The current version of the General Terms and Conditions of AHN Biotechnologie is valid from 01.06.2017.
2. Quotations and orders
Offers made are always subject to confirmation. The terms and conditions of sale shall be deemed to have been accepted in full by the customer upon acceptance of the offer. AHN Biotechnologie GmbH will respond immediately to any offers that arise. If AHN Biotechnologie GmbH does not immediately object to the offers received, the offer is deemed accepted. Any deviating terms and conditions of sale and purchase of the customer are therefore not binding for AHN Biotechnologie GmbH. Orders, as well as verbally made additional agreements, require written confirmation. Excluded from this are verbal agreements made subsequently. If the order is not changed within 24 hours after order confirmation, the order confirmation is binding. In the event of non-compliance with or cancellation of the order, up to 25% of the net order value is due immediately.
The final invoice is based on the prices valid on the day of delivery plus the statutory value-added tax. In this respect, prices quoted in the offer and confirmation are subject to change without notice. Price changes are permissible if more than four months have elapsed between the conclusion of the contract and the agreed delivery date. If wages, material costs or market purchase prices increase thereafter until completion of the delivery, AHN Biotechnologie is entitled to increase the price appropriately in accordance with the cost increases. The customer is only entitled to withdraw from the contract if the price increase significantly exceeds the increase in the general cost of living between order and delivery. If the customer is a merchant, a legal entity under public law or a special fund under public law, price changes are permissible in accordance with the aforementioned regulation if more than six weeks have elapsed between the conclusion of the contract and the agreed delivery date. Unless otherwise agreed, prices are ex works, excluding freight, customs duties, insurance and packaging. For delivery values below 250.00 € a handling fee of 25.00 € will be charged. If, after acceptance of an order, unexpected changes in the goods and/or ancillary costs for which we are not responsible occur which make performance of the order at the agreed prices unreasonable, the contract shall be adjusted to the changed circumstances. The adjustment of the contract and the possibility of withdrawal of the user must be reasonable for the customer. If no agreement is reached, AHN Biotechnologie is released from the contractual obligation without any claims for damages or liability. Excluded from this are claims for damages or liability in the event of injury to life, body or health in the event of intent or gross negligence.
4. Shipping & Returns
Delivery is ex works. In the case of contracts and deliveries with entrepreneurs, dispatch is always at the customer’s expense and risk. The customer shall also bear the risk in the case of freight-free delivery. Upon request, we will take out transport insurance only with calculation of the insurance premium. An insurance obligation will not be assumed. AHN Biotechnologie is entitled to appoint itself as beneficiary. The seller will not be held responsible for delays in delivery and performance due to force majeure and due to events, which make delivery considerably more difficult or, in fact, impossible – this includes, in particular, strikes, lockouts, official orders etc. – even if the seller’s suppliers or their sub-suppliers are involved and even if the seller has agreed to meet the corresponding periods and deadlines. Such events entitle the seller to postpone delivery or services for the duration of the hindrance plus an appropriate start-up period and to withdraw from the contract in whole or in part, because of the part not yet fulfilled. In case of non-availability of the service, the user can withdraw from the contract. The user expressly undertakes to inform the contractual partner immediately of the non-availability and to reimburse the compensation without delay. The goods are to be taken over by the customer immediately after completion or readiness for dispatch. In the event of a delay in acceptance, the costs and risk of storage shall pass to the customer. The same applies to rail stops and other transport stops that make shipping impossible.
5. Delivery deadline
The delivery time stated in the order confirmation is an approximate date which is determined taking into account all known facts. If these change before the end of the delivery period without our fault, or if other events for which we are not responsible hinder timely delivery, the delivery period shall be extended accordingly. Delays in delivery due to operational disruptions, official measures or force majeure shall lead to an appropriate extension of the delivery period. Force majeure also applies to industrial action including strikes and legal lockouts at AHN Biotechnologie GmbH or its suppliers. Claims of the customer for damages are excluded in this case. Partial deliveries are entitled, as long as they do not fall below the reasonable minimum.
The purchase price is payable net (by entrepreneurs) and gross (by consumers) upon delivery of the goods, unless otherwise agreed. If the payment deadline is exceeded, AHN Biotechnologie GmbH is entitled to charge interest in the amount of the interest rate paid by us for the use of the corresponding bank loan, but at least in the amount of 5% above the base interest rate of the German Federal Bank and to refuse the further fulfilment of the contract. Collection and reminder charges shall be borne by the buyer. Payments are to be made directly. Offsetting by the buyer is excluded insofar as claims that are not undisputed or have become res judicata as well as counterclaims ready for decision and counterclaims arising from the synallagmatic relationship are concerned.
7. Reservation of proprietary rights
Until full payment of delivery, AHN Biotechnologie GmbH reserves the ownership of all liabilities from the business relationship including interest, expenses and coverage of any current account balance as well as the commercial legal relations to the products manufactured using our goods. In this case, the goods will be reclaimed from the purchaser without setting a grace period or declaration of withdrawal if the purchaser fails to meet its obligations despite a warning. In commercial legal transactions, ownership shall extend to the full value of the products or mixtures resulting from the processing of the reserved goods. If the processing or mixing with goods of third parties remains our property, we shall acquire co-ownership (§§ 947, 948 BGB) in proportion to the invoice values of the processed goods. The buyer is obliged to store the reserved goods free of charge. As long as the buyer properly fulfils his obligations towards AHN Biotechnologie GmbH, he is revocably entitled to dispose of the reserved goods in the ordinary course of business. He is not authorised to pledge, transfer by way of security or constitute other encumbrances. If the purchaser is an entrepreneur, he hereby assigns his claims arising from the resale of the goods owned or partially owned by AHN Biotechnologie GmbH (§ 947 Para. 1. 948 BGB) to AHN Biotechnologie as a precaution. If the realization of the claims appears endangered, the buyer has to inform his customers on request of the assignment and to give all necessary information and documents to AHN Biotechnologie GmbH. The purchaser must immediately notify any third-party access to the reserved goods and assigned claims.
8. Notice of defects, warranty
The buyer is solely responsible for the application, use and processing of the ordered goods. In commercial legal transactions, the buyer is obliged to inspect the goods immediately upon delivery and to confirm the delivery note. If this inspection is omitted, it cannot be subsequently asserted that a faulty product or a product other than the ordered product has been delivered. Complaints regarding obvious defects can only be considered if they are made within 5 days after arrival of the goods at the place of destination at the latest. In the case of FOB sales, complaints must be made in time so that the shipment of obviously wrong or defective goods can still be prevented. In the case of CIF or C&F sales, the complaint period expires 14 days after arrival of the goods at the port of destination. A notice of defects does not release from the obligation to pay. In the event of complaints made in due time and acknowledged by the supplier, the purchaser shall only have the right of rescission, however, he shall not be entitled to change prices. AHN Biotechnologie reserves the right to deliver replacements for the rejected and returned goods. In the event that the subsequent delivery fails, the buyer is entitled to the statutory withdrawal options. The above paragraphs finally contain the warranty for the products and exclude any other warranty claims of any kind. Complaints about hidden/non-obvious defects are to be reported immediately after becoming apparent, in commercial legal transactions, however, within 6 months after receipt of the goods; in the case of contracts with consumers within the statutory warranty period. A guarantee service is only possible under the respective conditions of the individual supplying plants.
9. Applicable law, place of jurisdiction, partial invalidity
The law of the Federal Republic of Germany shall apply to these terms and conditions of business and the entire legal relationship between the seller and the buyer with the exception of the uniform UN Convention on Contracts for the International Sale of Goods (CISG) and any international agreements. This also applies if the customer is based abroad or if the delivery is or is to be made from or to a foreign country.
As far as the purchaser is a registered merchant in the sense of the German Commercial Code, a legal entity under public law or a special fund under public law, the registered office of AHN Biotechnologie GmbH is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, the validity of all other provisions or agreements shall remain unaffected.