Our General Terms and Conditions of Business
Clause 1: General points, area of validity
1. Companies within the meaning of these General Terms shall be those natural persons, legal entities, and partnerships with legal capability with whom or with which there is any business relationship and that act in exercise of any commercial or professional activity.
2. Any general terms that deviate from, oppose, or supplement these General Terms shall form no part of the contract, even if Peptido GmbH has knowledge of them, unless agreement to their validity has been expressly given in writing. All sales, deliveries, and
ancillary services provide by Peptido GmbH shall be provided exclusively on the basis of these General Terms. Any counter-confirmation or declaration of acceptance by the customer with a reference to his own general terms of purchasing or other terms of business is hereby
3. INCO terms shall apply in their most recently revised form at the material point in time.
Clause 2: Conclusion of contract
1. Offers and quotations that Peptido GmbH submits shall be deemed to be free and non-binding. No declarations of acceptance or any orders shall have any legal validity unless confirmed in writing, for which purpose fax or telegraphic confirmation shall be sufficient. This requirement for the written form shall also apply to contractual additions, amendments, and subordinate agreements.
2. If the customer places his order for goods
2. If the customer places his order for goods electronically, Peptido GmbH will confirm the receipt of the order without delay. Confirmation of receipt, however, shall not be construed as a binding acceptance of the order. Confirmation of acceptance can be combined with a declaration of acceptance. When ordering goods or services the customer shall be deemed to be confirming at the same time and with binding effect that he desires to acquire the goods he is ordering.
Peptido GmbH shall be entitled to accept the contractual offer contained in the order at any time up to one week after receiving the order. Acceptance can be declared either in writing or by the delivery of the goods to the customer.
3. If the customer places his order for goods electronically, Peptido GmbH shall store the order and the order confirmation electronically and shall send them to the customer on request by e-mail together with these General Terms.
Clause 3: Delivery, prevention of delivery, and proviso
1. Peptido GmbH shall only be under an obligation to supply subject to the proviso that its own suppliers supply correctly and punctually. If Peptido GmbH does not receive the goods intended for delivery to the customer correctly, or not in good time, it shall be absolved from its corresponding obligation toward the customer if it assigns to the customer its claims under the corresponding contract of purchase.
2. Peptido GmbH shall be entitled to deliver part-consignments.
Clause 4: Transfer of risk
I. The risk of accidental loss or deterioration of the goods shall be transferred to the customer when they are handed over, or on delivery to the freight forwarder, transport company, or other person or organization engaged for dispatch, as the case may be.
2. This transfer shall not be affected by the customer being in arrears of collection.
Clause 5: Remuneration
1. The quoted purchase price shall be binding. The prices stated do not include the statutory Value Added Tax. In the case of purchase by mail order, an appropriate flat-rate shipping cost shall be added to the purchase price in each individual case. The customer shall not incur any ad—idit—iional costs in placing his order if he uses remote means of communic—lation.
2. The purchase price shall be due for payment upon submission of invoice, and shall be paid without deduction at the place of business of Peptido GmbH. Peptido GmbH shall be free to submit separate invoices with each partial delivery.
3. The customer shall be under an obligation, unless any different payment terms have been agreed in the individual instance, to pay the purchase price within 30 days of the date of invoice. When this period of time has expired the customer shall be deemed thereby to have fallen into arrears of payment. The company shall pay interest, throughout the period of arrears of monetary debt, at a rate of 8above the basic rate of interest. Peptido GmbH shall reserve the right to demonstrate and claim any greater loss from the arrears. 4. The customer shall have no right of offset unless his counterclaims have been established with the force of law Peptido GmbH as acknowledged them. The customer shall exercise no right of retention unless his counterclaim is based on the same L. contractual relationship.
Clause 6: Warranty
1. In the event of a defect Peptido GmbH shall initially, at its own free discretion, either rework or replace the defective item.
2. If its attempt at belated fulfillment of contract proves fruitless, the customer shall be in principle free — at his own free discretion — either to reduce the remuneration or to cancel the contract. If only a minor violation of contract has occurred, however, and in particular if the defect is only minor, the customer shall have no right of cancellation.
3. Companies shall notify Peptido GmbH in writing of obvious defects within a period of two weeks counting from the date of receipt of goods, or if the goods are delivered ex-stock or FCA ex-warehouse at Peptido GmbH within a period of four weeks from notification of the goods; otherwise the raising of warranty claims shall be ruled out. Punctual dispatch of notification shall be sufficient for meeting the deadline. The company shall bear in full the onus of proving that all prerequisite conditions for the claim have been met, and in particular of proving the defect itself, the point in time at which it was identified, and the punctuality of the complaint.
4. If, on account of a legal or physical defect and following the failure of an attempt at belated fulfillment, the customer chooses to cancel the contract, he shall not be entitled to claim any damages on the grounds of the defect. If the customer chooses to claim damages
following the failure of an attempt at belated fulfillment, the goods shall remain with him if he can be reasonably expected to do so. Any such damages shall be limited to the difference between the purchase price and the value of the defective item. The foregoing shall not apply if Peptido GmbH has caused the contractual violation through deceit. 5. The warranty period shall be one year counting from the date of delivery of the goods unless the shelf-life expires or the reanalysis date is reached before this one-year period has expired. The foregoing shall only apply if the customer reported the defect within the stated period (see sub-clause 3 above).
Clause 7: Retention of title
1. Peptido GmbH shall retain title to the goods until all receivable accounts have been settled in full under any current business relationship.
2. The customer shall be under an obligation to inform Peptido GmbH without delay if any third party attempts to gain access to the goods, for instance in the case of a lien, or if the goods were to be damaged or destroyed. The customer shall also inform Peptido GmbH without delay if the ownership of his company or his place of business changes.
3. In the event of any action by the customer in violation of contract, and in particular of arrears of payment, or if he violates and contractual obligation or any defined by these present General Terms, Peptido GmbH shall be entitled to cancel the contract and require the surrender of the goods.
4. The company shall be entitled to resell the goods in the correct and proper course of his normal business. He hereby assigns to Peptido GmbH here and now all claims, up to the invoice amount, that accrue to him against any third parties through the resale of the goods, and Peptido GmbH hereby accepts this assignment. Following the assignment, the company shall be authorized to collect the receivable account. Peptido GmbH shall retain the right to collect any receivable account itself if the company does not meet its payment obligations in a correct and proper manner and falls into arrears of payment.
5. The company shall treat and process the goods always in the name and on behalf of Peptido GmbH. If they are processed together with objects that do not belong to
Peptido GmbH, Peptido GmbH shall acquire co-ownership rights over the new object in proportion to the value of the goods it has delivered to the other objects processed with them. The same shall apply if the goods are mixed or blended with objects that do not
belong to Peptido GmbH.
6. The customer shall not be entitled to pledge goods that are subject to retention of
title by Peptido GmbH, nor to assign them as collateral.
7. In the event of any action by the customer in violation of contract, and in particular of arrears of payment, Peptido GmbH shall be entitled to take back the retained goods at the customer's expense. The raising of any claim for the surrender or return of the goods or the attachment by Peptido GmbH of the retained goods shall not be construed as tantamount to the cancellation of the contract. Peptido GmbH shall also retain the right, if necessary, to require the assignment of the customer's right against third parties to the surrender of the goods. Peptido GmbH shall remain entitled to raise claims for damages.
Clause 8: Restrictions of liability
1. Peptido GmbH shall bear no liability for the violation of insignificant contractual obligations through minor
2. The customer's claims for damages on the grounds of a defect shall fall under the statute bar one year after the delivery of the goods. The foregoing shall not apply if Peptido GmbH can be accused of deceit.
Clause 9: Concluding provisions
1. The laws of the Federal Republic of Germany shall apply to the exclusion of the provisions of United Nations law on the sale of goods.
2. If the customer is a registered trader, a legal entity under public law, or a special asset under public law, the place of jurisdiction for any disputes arising out of this contract shall be the place of business of Peptido GmbH. The same shall apply if the customer does not have any general place of jurisdiction or place of residence in Germany, or if his normal whereabouts are unknown at the point in time when the action is raised. Peptido GmbH, however, shall be free to sue the customer at the customer's general place of jurisdiction.
3. The place of execution shall be the place of business of Peptido GmbH.
4. Should any individual provision of the contract with the customer, including the General Terms and Provisions of Business, prove to be partly or totally invalid, this shall not affect the validity of the remaining provisions. Any totally or partly invalid provision shall be
replaced by one that comes as close as possible to the
desired commercial effect of the invalid one.