1.1 All our deliveries, services and quotations are exclusively based on these General Terms and Conditions of Sale and Delivery (hereinafter referred to as "Terms and Conditions"). These Terms and Conditions are an integral part of all contracts we
conclude with our contractual partners (hereinafter referred to as "Customer") for our services and deliveries. This shall also apply if orders are placed and confirmed by telephone, fax or e-mail.
1.2 Purchasing terms and other terms and conditions of the Customer that conflict with our Terms and Conditions or contain supplementary provisions shall not form part of the contract under any circumstances. This also applies if we execute the order
without reservation in the knowledge of conflicting or supplementary conditions on the part of the Customer. In particular, no acknowledgement is given even if we refer to a letter which contains or refers to the terms and conditions of the Customer or a
1.3 These Terms and Conditions shall also apply to all future contracts which we conclude with the Customer concerning our delivery, even if they are not separately agreed again. They replace all general Terms and Conditions previously agreed
between us and the respective Customer.
1.4 Special agreements and collateral agreements shall only be valid if they have been confirmed by us in writing.
2.1 Delivery periods and delivery dates are not binding and are only approximate unless a binding period or date is expressly agreed in writing. If shipping has been agreed, delivery periods and delivery dates refer to the point in time at which the goods
are handed over to the forwarding agent, carrier or other companies which are commissioned with the transport. Otherwise, timely readiness for dispatch shall suffice to comply with delivery periods and delivery dates, provided that the Customer has
been notified of this.
2.2 If we are not responsible for circumstances that make delivery or the performance of services considerably more difficult or impossible, we are entitled to withdraw from the contract, provided that the hindrance is not only of a temporary nature. In the
event that we cannot perform our service, we shall inform the Customer immediately and reimburse any consideration already received. In the event of temporary hindrances, the delivery and performance period shall be extended by the period of the
hindrance plus a reasonable period.
2.3 If the Customer cannot reasonably be expected to accept the delivery as a result of the delay, he shall be entitled to withdraw from the contract with regard to the delayed delivery. The prerequisite for withdrawal by the Customer is that he has set us a
reasonable extension in writing. Claims for damages due to breaches of duty, including those which have arisen up to the time of withdrawal from the contract, are excluded within the scope of the provision in section 8.
3.1 The prices shall apply according to the price list that is valid on the day the order is placed. They do not include the applicable value added tax, packaging or shipping costs.
4.1 If the Customer is an entrepreneur, the risk of accidental loss and accidental deterioration of the goods shall pass to the Customer upon delivery of the item to be delivered to the forwarder, carrier or other company designated to carry out the shipment. This also applies to partial deliveries.
4.2 If the Customer is a consumer, the risk of accidental loss and accidental deterioration of the sold item shall only pass to the Customer when the item is handed over to the Customer. This also applies to partial deliveries.
4.3 The handing over of the goods is the same if the Customer is in default of acceptance.
5.1 Unless agreed otherwise, the sums stated in our invoices are payable immediately without any deductions and are strictly net.
5.2 If the Customer is in default of payment, he shall pay interest on our claim during the period of default at a rate of 5% above the base rate. If the Customer is an entrepreneur, he must pay interest on our claim during the period of default at 8% above the
base rate. The assertion of further damages caused by the default remains unaffected.
5.3 The Customer may only offset counterclaims if these counterclaims have been legally established, are undisputed or have
been recognised by us.
5.4 The Customer may only assert a right of retention based on his own counterclaims if the counterclaims are based on the same contractual relationship. If the Customer is an entrepreneur, a right of retention based on his own counterclaims is excluded.
6.1 In the case of contracts with consumers, we reserve title to the goods delivered by us, including packaging, until the purchase price has been paid in full.
6.2 In the case of contracts with entrepreneurs, we reserve title to all products supplied by us, including packaging, until all claims against the Customer arising from the current business relationship have been settled in full.
6.3 In the event of access by third parties to the goods subject to retention of title, the Customer must point out our ownership and inform us immediately. The Customer is jointly and severally liable with the third party for the reimbursement of the judicial and
extrajudicial costs of a lawsuit in accordance with Sect. 771 German Code of Civil Procedure (ZPO).
6.4 If the value of the securities to which we are entitled from the reservation of title exceeds our total claim against the Customer by more than 20% in total, we are obliged, at the Customer's request, to release the securities to which we are entitled from this
agreement at our own discretion up to the stated value limit.
7.1 The assertion of claims for defects by the Customer presupposes that the Customer has properly fulfilled his obligations to examine and give notice of defects in accordance with Sect. 377 German Commercial Code (HGB).
7.2 We shall carry out subsequent performance at our discretion either by remedying the defect or by delivering an item which is free of defects. In the event of a delivery of defective animals or other biological material (collectively referred to as "biological
material"), rectification of defects is generally excluded.
7.3 If the subsequent performance fails, the Customer shall be entitled to demand a reduction of the remuneration or a withdrawal from the contract at his discretion. However, in the event of only a minor breach of contract, especially in the case of only minor defects, the Customer shall not be entitled to withdraw from the contract. In the case of the delivery of defective animals, we are entitled to refuse the return shipment. In this case, we will reimburse the necessary costs of removal.
7.4 A health certificate can be requested from the Customer for biological material. The health certificate only proves that we have carried out a health check. In no case does it represent a guarantee with regard to the state of health or the sterility of the
biological material. In spite of the health checks that we carry out regularly, a microbial attack cannot be excluded on delivery due to the special nature of the biological material; any liability on our part due to a microbial attack is therefore excluded. Also
for this reason, it is in the Customer's own interest to carry out his own health checks immediately after the receipt of the biological material.
7.5 For entrepreneurs, the warranty period is one year from the delivery of the goods. For consumers, the warranty period is two years from the delivery of the goods. For used goods, it is one year from delivery of the goods.
8.1 We shall be liable in accordance with the statutory provisions if the Customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. As far as we are
not accused of intentional breach of contract, the liability for damages is limited to foreseeable, typically occurring damage.
8.2 We shall be liable in accordance with the statutory provisions if we culpably violate an essential contractual obligation; in this case, however, the liability for damages shall be limited to foreseeable, typically occurring damage. The delivery of defective
goods does not, as such, constitute a breach of a material contractual obligation.
8.3 Insofar as the Customer is entitled to compensation for damages instead of performance, our liability is limited to compensation for foreseeable, typically occurring damages.
8.4 The assertion of claims for damages due to a microbial attack affecting the biological material that is delivered is excluded (see point 7.4).
8.5 Liability for culpable mortal danger resulting in death, physical injury or risks to health shall remain unaffected; this shall also apply to mandatory liability under the Product Liability Act.
8.6 The Customer's claims for damages shall become time-barred one year after delivery of the goods. The statute of limitations for action in tort is not affected by this.
8.7 Any further liability is excluded - irrespective of the legal nature of the claim asserted. This especially applies to claims for damages arising from culpa in contrahendo, other breaches of duty or claims in tort for compensation for property damage in
accordance with Sect. 823 German Civil Code.
8.8 Insofar as liability for damages against us is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
9.1 The law of the Federal Republic of Germany shall apply. The provisions of the UN Sales Convention shall not apply.
9.2 If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from this contract shall be our registered office. The same shall apply if the customer does not have a general
place of jurisdiction in Germany or if his place of residence or usual abode is unknown at the time the action is taken out. We are also free to take legal action against the Customer at his place of residence, registered office or the location of a branch