STANDARD TERMS AND CONDITIONS OF SALE
GENERAL TERMS AND CONDITIONS OF SALE COLIPI GmbH 1. Scope and Definitions 1.1 These General Terms and Conditions of Sale (“Terms”) apply exclusively to all present and future business relationships between COLIPI GmbH (“Seller”) and its customers. 1.2 These Terms apply only to entrepreneurs within the meaning of § 14 of the German Civil Code (Bürgerliches Gesetzbuch - "BGB"), i.e. natural or legal persons or partnerships with legal capacity acting in the exercise of their commercial or independent professional activity (“Buyer”). 1.3 Conflicting, deviating or supplementary terms of the Buyer shall not apply unless expressly accepted in writing by Seller. Silence shall not be deemed acceptance. 1.4 Individual agreements made in writing shall prevail over these Terms. --- 2. Offer and Conclusion of Contract 2.1 All offers made by Seller are non-binding and subject to change unless expressly designated as binding. 2.2 A contract shall be deemed concluded only upon Seller’s written order confirmation or upon delivery of the goods, whichever occurs first. 2.3 Seller reserves the right to accept the Buyer’s order within two (2) weeks of receipt. 2.4 Seller shall not assume procurement risk unless expressly agreed in writing. Performance obligations are subject to correct and timely self-supply. --- 3. Prices and Payment Terms 3.1 All prices are quoted in Euro (€) and are exclusive of statutory VAT, packaging, transport, insurance, customs duties and other ancillary costs unless otherwise agreed. 3.2 Unless otherwise agreed, invoices are payable within fourteen (14) calendar days from the invoice date without deduction. 3.3 Payments shall be made by bank transfer to the account designated by Seller. 3.4 The Buyer may only offset or withhold payments if its counterclaims are undisputed or finally adjudicated. 3.5 In the event of payment default, statutory default interest pursuant to § 288 para. 2 BGB shall apply. Seller reserves the right to claim further damages. 3.6 Seller is entitled to assign receivables to third parties. --- 4. Delivery, Performance and Delay 4.1 Delivery dates and deadlines are non-binding unless explicitly agreed as binding in writing. 4.2 Partial deliveries are permitted to a reasonable extent. 4.3 Delivery is subject to timely and proper self-supply. In cases of non-availability not attributable to Seller, Seller shall be entitled to withdraw from the contract. 4.4 Events of force majeure or other unforeseeable circumstances beyond Seller’s control (including but not limited to supply chain disruptions, raw material shortages, production failures, labor disputes, pandemics, or governmental actions) shall release Seller from its performance obligations for the duration of the disruption and a reasonable restart period. 4.5 If such events render performance commercially unreasonable, Seller may withdraw from the contract in whole or in part. 4.6 Claims for damages due to delay are excluded except in cases of intent or gross negligence. --- 5. Delivery, Shipping and Transfer of Risk 5.1 Unless otherwise agreed in writing, delivery shall be EXW (Ex Works, Incoterms® 2020) Seller’s premises.
5.2 At the Buyer’s request and subject to written agreement, delivery may alternatively be made under CIP (Carriage and Insurance Paid To, Incoterms® 2020) to a destination specified by the Buyer. In such case, Seller shall arrange and pay for carriage and minimum insurance coverage in accordance with Incoterms® 2020.
5.3 The applicable Incoterm (including the named place of delivery) shall be specified in the order confirmation or contract and shall prevail over these Terms in case of inconsistency.
5.4 Risk of accidental loss or deterioration of the goods shall pass in accordance with the agreed Incoterm. Under EXW, risk passes upon making the goods available at Seller’s premises. Under CIP, risk passes upon handover to the first carrier.
5.5 Unless otherwise agreed, Seller shall not be responsible for import clearance, import duties, taxes, or other charges in the destination country. --- 6. Inspection and Acceptance 6.1 The Buyer shall inspect the goods immediately upon receipt. 6.2 Obvious defects must be reported in writing without undue delay, but no later than fourteen (14) days after receipt. Hidden defects must be reported without undue delay after discovery. 6.3 Failure to provide timely notice shall result in loss of warranty claims. --- 7. Retention of Title 7.1 Seller retains ownership of the goods until full payment of all claims arising from the business relationship (“Extended Retention of Title”). 7.2 The Buyer is entitled to resell the goods in the ordinary course of business. The Buyer hereby assigns to Seller all claims arising from such resale. 7.3 The Buyer shall handle the goods with due care and insure them adequately. --- 8. Product Specifications and Use 8.1 The agreed quality of the goods shall be exclusively determined by Seller’s product specifications. 8.2 Due to the biological and fermentation-based nature of the products, minor deviations in composition, odor, color or other parameters within industry-standard tolerances shall not constitute defects. 8.3 The Buyer is solely responsible for verifying the suitability of the goods for its intended use and for compliance with all applicable laws and regulations, including but not limited to food, feed, cosmetic, chemical or environmental regulations. 8.4 Any technical advice provided by Seller is non-binding and does not release the Buyer from its own testing and validation obligations. --- 9. Warranty 9.1 In case of defects, Seller shall, at its sole discretion, provide subsequent performance by repair or replacement. 9.2 If subsequent performance fails or is unreasonable, the Buyer may reduce the purchase price or withdraw from the contract. 9.3 Warranty claims shall expire twelve (12) months after delivery, unless mandatory statutory provisions stipulate otherwise. --- 10. Limitation of Liability 10.1 Seller shall be liable without limitation for damages resulting from intent or gross negligence, as well as for injury to life, body or health. 10.2 In cases of slight negligence, Seller shall only be liable for breaches of essential contractual obligations (cardinal obligations). In such cases, liability shall be limited to the foreseeable, typical damage. 10.3 Liability for indirect damages, consequential damages, loss of profit or business interruption is excluded to the extent permitted by law. 10.4 The limitations of liability shall also apply to Seller’s legal representatives and agents. 10.5 Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected. --- 11. Confidentiality and Intellectual Property 11.1 All technical, commercial and product-related information provided by Seller shall be treated as confidential and may not be disclosed to third parties without prior written consent. 11.2 All intellectual property rights remain exclusively with Seller. No license is granted except as strictly necessary for use of the goods. --- 12. Compliance and Export Control 12.1 The Buyer shall comply with all applicable export control, sanctions and regulatory requirements. 12.2 The Buyer shall not resell or use the goods in violation of applicable laws or regulations. --- 13. Applicable Law and Jurisdiction 13.1 These Terms and all contractual relationships shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). 13.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be Hamburg, Germany, provided the Buyer is a merchant, a legal entity under public law, or a special fund under public law. --- 14. Severability Clause If any provision of these Terms is or becomes invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the original provision.