GENERAL TERMS AND CONDITIONS

 

Version 1.0

Applied on the 24th of July 2024

1. General Provisions

  • We, the Bionet Europe GmbH, supply and sell goods to customers. By placing an order (by telephone, fax, e-mail, or in our online shops), the customer declares they are pre-qualified to purchase the items.
  • Our following terms and conditions of sale and delivery shall apply as the basis for all, including future business relations, contracts, deliveries, services, and offers. They shall take precedence over any contradictory terms and conditions of buyer purchase.
  • In addition, the relevant legal provisions shall apply. The buyer’s terms and conditions of purchase shall only be practical if we have previously accepted them in writing for the respective conclusion of the contract.
  • Our General Terms and Conditions of Business are accepted by the purchaser when the order is placed, but at the latest when the first delivery or service is received. They are currently valid in their current version for the entire duration of the business relationship. Any deviating terms and conditions of the buyer are hereby rejected; these shall not be deemed accepted even if the order is executed.
  • The contract shall only come into existence through our written order confirmation; if no written order confirmation is issued, the contract shall, in any case, come into existence through delivery with the contents of our invoice. Price and performance specifications or warranties are only binding if they have been confirmed in writing.
  • The information, drawings, illustrations, technical data, descriptions of weight, dimensions, and performance contained in our brochures, catalogs, circulars, advertisements, price lists, or in the documents belonging to the offer are non-binding unless they are expressly described as binding in the order confirmation.
  • The same applies to the above information in other advertising media, websites, or similar media. We expressly reserve the intellectual property (trademarks, patents, utility models, designs, and registered designs) and the copyright to the drawings, illustrations, technical data, weight, dimension, and performance specifications. This data may only be passed on to third parties with prior consent.

2. Prices

  • All prices quoted by us are EURO (€) and, unless otherwise agreed, are fixed prices net ex-works without value-added tax. The value-added tax will be invoiced separately at the applicable rate by the relevant tax regulations.
  • The prices of the respective valid price lists at the time of the conclusion of the contract shall apply. We are entitled to charge the buyer for any additional burdens (e.g., new or increased customs duties, taxes, other charges, freight increases, etc.) occurring after the conclusion of the contract.
  • Payment must be made without any deductions in advance unless the buyer is expressly allowed to pay within another payment period after the invoice date in the order confirmation. After the payment terms expire, the buyer is considered to be in default.
  • Decisive for the timeliness of the performance is the receipt of payment on one of our accounts or in cash to us. Cheques and bills of exchange are only accepted on account of performance.
  • If payment is not made in cash, payment must be made by bank transfer to the account specified in the invoice, quoting the customer and invoice number. The purchaser shall bear bank transfer charges, taxes on bills of exchange, and discount charges.
  • If the buyer defaults, the following reminders will be charged at EURO 5.00 each at the customer’s expense. The statutory default interest is added to this.
  • Offsetting is only permissible with undisputed or legally established counterclaims. The assertion of retention rights and other rights to refuse performance is only acceptable with undisputed or legally established counterclaims.
  • In the event of delay in payment or if there are reasonable grounds for concern about a significant deterioration in the financial situation or insolvency of the purchaser, we are entitled to suspend delivery or, at our discretion, to demand immediate advance payment of all claims, including those not yet due, including deferred payments and those arising from bills of exchange or corresponding securities.
  • Suppose the buyer needs to comply with the request for advance payment or provision of security within the reasonable period we set. In that case, we shall be entitled to withdraw from all contracts and to charge the buyer for costs incurred and still to be incurred by us, as well as for lost profit.

3. Offers

  • Our offers are always subject to change without notice.

4. Delivery

  • Delivery periods named by us by telephone or on offers, order confirmations, in the online shop, or other media are non-binding.
  • In any case, the delivery periods shall commence after the customer has provided the documents, approvals, and clarifications of technical details to be procured by him or before receipt of an agreed down payment.
  • We observe the delivery or performance period, which is, in any case, subject to the fulfillment of the contractual obligations by the purchaser. A fixed, binding delivery period within the meaning of § 376 HGB (German Commercial Code) requires a separate written confirmation by us.
  • Suppose obstacles beyond our control occur on our side or with our suppliers, for example. In that case, the delivery period shall be extended accordingly for force majeure, sovereign intervention, export and import bans, labor disputes, delays, or failure to deliver essential raw materials, materials, or parts. We can withdraw from the contract if the delivery or service becomes permanently impossible due to such events. Claims for damages by the buyer are excluded in this case.
  • Partial deliveries are permissible.
  • The timely dispatch of the goods shall be sufficient for compliance with the delivery period. Exceeding delivery dates or delivery periods only entitle the purchaser to withdraw from the contract if he has unsuccessfully set us a reasonable period of grace. The setting of a grace period must be made in writing.
  • If the delivery or service is delayed for reasons attributable to the purchaser, default of acceptance and transfer of the risk of performance shall occur insofar as we have notified the purchaser that the goods are ready for delivery.

5. Retention of Title

  • We only deliver based on the reservation of the title described in more detail below. This also applies to all future deliveries, even if we do not always expressly refer to this. We reserve the right of ownership of the delivered item until all claims arising from the delivery contract have been paid in full. We shall be entitled to take back the purchased item if the purchaser breaches the contract.
  • If the ownership has yet to be transferred to the buyer, the buyer must treat the purchased item carefully. In particular, he must insure them sufficiently at his own expense against theft, fire, and water damage at replacement value. If maintenance and inspection work has to be carried out, the purchaser must carry this out at his own expense in good time or arrange for it to be carried out by us.
  • As long as ownership has yet to be transferred, the buyer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit by § 771 ZPO, the buyer shall be liable for the loss incurred by us. The buyer is entitled to resell the reserved goods in the ordinary course of business if a special written agreement is made.
  • The purchaser assigns to us the claims of his customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value-added tax). This assignment applies regardless of whether the purchased item has been resold without or after processing. The buyer remains authorized to collect the claim even after the assignment.
  • Our authority to collect the claim ourselves remains unaffected by this. However, we will only collect the claim if the buyer meets his payment obligations from the proceeds received, is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
  • The treatment and processing or transformation of the object of sale by the buyer is always carried out in our name and on our behalf. In this case, the expectant right of the buyer to the object of purchase shall continue in the transformed object.
  • Suppose the purchased item is processed with other objects that do not belong to us. In that case, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed objects at the time of processing.
  • The same applies in the event of mixing. Insofar as the mixing is carried out so that the buyer’s item is regarded as the principal item, it is deemed to be agreed that the buyer transfers proportional co-ownership to us and keeps the sole ownership or co-ownership thus created for us. To secure our claims against the buyer, the buyer also assigns to us such claims which accrue to him against a third party through the connection of the reserved goods with a property; we hereby accept this assignment.
  • We undertake to release the securities to which we are entitled at the purchaser’s request if their value exceeds the claims to be secured by more than 25%.
  • In the event of imminent suspension of payments, insolvency, or negative information indicating a significant deterioration in the financial situation of the purchaser, we shall be entitled to take possession of the reserved deliveries; the purchaser hereby irrevocably and unconditionally gives his consent to the surrender of the goods.
  • The same shall apply in the event of foreclosure, bills of exchange, or cheque protests against the purchaser. The buyer must treat the reserved goods carefully and maintain them in good condition. The buyer is obliged to bear the costs incurred by us due to the impairment of our security interests.

6. Warranty

  • The following regulations apply to warranty and liability: Obvious defects or delivery deviations must be reported in writing within three calendar days after delivery or performance; hidden defects must also be reported in writing without delay within three calendar days after they become known.
  • Otherwise, the received goods shall be deemed approved as free of defects. If the notification of defects is timely and justified, we may, at our discretion, repair or replace defective parts or groups of parts or the entire product. Under no circumstances shall we be liable for costs arising from the fact that the object of purchase was taken to a place other than the place of performance. We can also remove defects at the buyer’s premises at our discretion.
  • Our liability for third-party products shall be limited to the assignment of the claims to which we are entitled against the supplier of the third-party products, provided that we make available to the purchaser, upon assignment, all information about the supplier known to us which enables the purchaser to assert the claim. In the event of the final failure of the rectification of defects, we may choose between cancellation of the contract or reduction in price. In the event of a minor breach of contract, particularly minor defects, the purchaser shall not be entitled to withdraw from the agreement. In addition, the statutory provisions shall apply.

7. Liability

  • Our liability for damages, irrespective of the legal grounds, in particular, due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations, and tortious acts, is limited by this section insofar as the fault is involved.
  • We shall not be liable in the event of simple negligence on the part of our executive bodies, legal representatives, employees, or other vicarious agents unless it is a matter of a breach of material contractual obligations. Essential to the contract is the commitment to deliver and install the delivery item on time, its freedom from defects that impair its functionality or usability more than only insignificantly, as well as consulting, protection, and care obligations which are intended to enable the buyer to use the delivery item by the contract or which are intended to protect the life and limb of the buyer’s personnel or to protect the buyer’s property from considerable damage.
  • Insofar as we are liable for damages on the merits, this liability shall be limited to damages which we foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or which we should have foreseen if we had exercised due diligence. Indirect damages and consequential damages resulting from defects of the delivery item are only eligible for compensation if such damages are typically expected when the delivery item is used as intended.
  • The above exclusions and limitations of liability apply to the same extent in favor of our organs, legal representatives, employees, and other vicarious agents. Insofar as we provide technical information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by us, this shall be free of charge and to the exclusion of any liability.
  • The limitations of this section do not apply to our liability for intentional conduct, guaranteed characteristics, injury to life, body, or health, or under the Product Liability Act. Berlin is the place of performance and exclusive jurisdiction for all disputes. The law of the Federal Republic of Germany in its currently valid version shall apply exclusively. The application of the UN Sales Convention is excluded. We shall also be entitled to bring an action at any other legal place of jurisdiction.
  • The purchaser is responsible for complying with the requirements resulting from Regulation (EU) 2017/745 and other applicable legal regulations concerning the operation and use of medical devices. In particular, he must ensure that the prescribed device labeling is not changed.

8. Battery Take-back

  • Following §18 of the German Battery Act, we would like to point out that batteries purchased from Bionet Europe GmbH can be returned free of charge after use at Bionet Europe GmbH. You can also return the batteries sufficiently stamped to
    .
    Bionet Europe GmbH
    Bessemerstr. 51
    12103 Berlin
    Germany.
    .
    As an end-user, you are legally obliged to return used batteries. Alternatively, you can return spent batteries free of charge to municipal collection points or collection points in stores.
    .
  • Explanation of battery symbolsThe symbol (according to §17 BattG), on which a crossed-out dustbin can be seen, means that the battery/accumulator must not be disposed of in the household waste.If the batteries/accumulators placed on the market contain mercury, cadmium, or lead to an extent exceeding the limit value, this must be indicated on the battery/accumulator by applying the chemical symbols of the respective metals:
      • Pb (battery contains more than 0.004 mass percent lead)
      • Cd (battery contains more than 0.002 mass percent cadmium)
      • Hg (battery contains more than 0.0005 mass percent mercury)

9. Final Provisions

  • Should individual provisions of these terms and conditions become invalid, ineffective, and unenforceable in whole or part, the validity of the remaining provisions shall not be affected. Void, inadequate, and unenforceable provisions shall be replaced by effective and enforceable provisions that come as close to the intended economic purpose. The same applies if these conditions contain a loophole.
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