General Terms and Conditions for the Online Shop

the Bio-Circle Surface Technology GmbH

T&Cs

1. Scope of Application

These terms and conditions contain the exclusive conditions between you (hereinafter also referred to as “Customer” or “You”) and us, Bio-Circle Surface Technology GmbH, Berensweg 200, 33334 Gütersloh (hereinafter also referred to as “Bio-Circle”, “we” or “us”), unless modified by written agreements between you and us. Deviating or conflicting conditions will not be recognized by us unless we have expressly agreed to them in writing. These terms and conditions apply to all orders, contracts, deliveries, and other services between Bio-Circle and the Customer in the Bio-Circle Online Shop at the address www.bio-circle.com/shop (hereinafter referred to as “Online Shop” or “Bio-Circle Online Shop”). For contracts outside of the Online Shop, which do not come into existence via the website www.bio-circle.com/shop, separate terms and conditions apply, which are referenced in our offers. These conditions also apply to all future orders of the Customer in the Bio-Circle Online Shop. Further information regarding Bio-Circle’s contact details can be found in the imprint.

2. Registration as a User

2.1

Your registration for our online shop is free of charge. Without registering for our online shop, it is not possible to place an order in the Bio-Circle Online Shop (no guest orders). The Bio-Circle Online Shop is exclusively aimed at entrepreneurs within the meaning of § 14 BGB and/or merchants according to the HGB as well as legal entities under public law. Registration of consumers (§ 13 BGB) for the Bio-Circle Online Shop is excluded, so the goods offered in the Bio-Circle Online Shop are sold solely and exclusively to entrepreneurs and/or merchants and/or legal entities under public law. When registering, you must provide your VAT identification number correctly and completely.

To gain access to the Bio-Circle Online Shop, you must fill out the registration form available on our website electronically with the mandatory fields and send it to us. The data required for registration must be provided by you completely and truthfully. Your email address will be considered your username. When registering, you will choose a password. You are required to select a secure password with at least 8 characters that contains at least one special character (“@, %, $ etc.”) and to keep the password confidential and secure, and not to disclose it to any third party.

Bio-Circle reserves the right to refuse registration if, for example, the entrepreneurial status of the Customer is not sufficiently proven. If a consumer places an order while falsely claiming entrepreneurial status, Bio-Circle is entitled to withdraw from the contract.

2.2

Apart from declaring your consent to the applicability of these General Terms and Conditions, your registration is not associated with any obligations. You can delete your entry at any time under “My Account.” Merely registering with us does not create any purchasing obligation regarding the goods we offer.

2.3

The entry of registration data is secured through SSL encryption.

2.4

If your business details change, you are responsible for updating them. All changes can be made online after logging in under “My Account.” A password change is also possible for the customer at any time via the “My Account” section.

3. Conclusion of Contract

The presentation of products in the Bio-Circle Online Shop does not constitute a legally binding offer from Bio-Circle.

The offers from Bio-Circle on our website constitute only an invitation to the customer to order goods from Bio-Circle.

The customer’s order, which is placed by clicking the “Buy Now” button, is a legally binding offer to purchase the goods placed in the shopping cart and located there, the receipt of which will be confirmed by Bio-Circle immediately via electronic means. This confirmation is not an order confirmation and therefore not an acceptance of the offer by Bio-Circle. The acceptance of the offer by Bio-Circle occurs when Bio-Circle confirms acceptance of the customer’s order by separate email.

It is not possible to submit an order without first agreeing to the inclusion of these terms and conditions.

Bio-Circle is entitled to accept the customer’s offer within 5 calendar days of receiving the order at Bio-Circle. After the unsuccessful expiration of the deadline, the customer’s offer is considered rejected.

All order data will be displayed to the customer after the entry is completed and before the order is sent, with the opportunity to check and correct any input errors.

4. Delivery Conditions

4.1

Shipping occurs ex works and at the customer’s risk.

4.2

The shipping costs can be retrieved by the customer via the shipping cost link. Shipping costs are also listed with the respective item.

4.3

Insurance of the delivery item against transport damage occurs only upon prior instruction from the customer and at the customer’s expense.

5. Delivery Area

The delivery of our products takes place exclusively within the Federal Republic of Germany. Shipping abroad is not carried out.

6. Prices and Payments

6.1

The payment methods displayed during the order process are available to the customer. Currently, Bio-Circle offers the payment methods via PayPal and credit card, as well as payment by invoice. Other payment methods are currently not possible. Payment by invoice does not apply to new customers.

Payment via PayPal is processed through PayPal (Europe) S.a.r.l. et Cie, S.C.A. 22-24 Boulevard Royal, L-2449 Luxembourg, Commercial Register Number R.C.S. Luxembourg B 118 349, www.paypal.com. Payment by credit card is processed through Nexi GmbH, Helfmann Park 7, 65760 Eschborn, Commercial Register District Court Frankfurt/Main HRB 57036, www.nexi.com. The customer agrees to the terms and conditions of the payment service providers.

6.2

Unless otherwise agreed, the prices listed on our website are net prices “ex works” without shipping costs plus the respective currently applicable statutory VAT. The VAT will be shown separately in the invoice at the statutory rate on the day of invoicing. Any shipping costs are listed in the product description and will be separately shown on the invoice.

6.3

Unless otherwise agreed, payments by invoice are to be made within 30 days from the invoice date net (without deduction).

6.4

Bio-Circle reserves the right to refuse the payment method “on account” (deferred payment after delivery).

7. Packaging

7.1

Rental containers remain the property of Bio-Circle.

7.2

If our deliveries are made in rental containers, these must be returned to us empty and in perfect condition at the customer’s expense and risk within 3 months of delivery.

7.3

If the buyer fails to comply with the obligation mentioned in 7.2 in a timely manner, we are entitled to charge a local and reasonable fee for use starting from the 4th month after delivery or to demand damages from the customer after setting a deadline for return once unsuccessfully.

7.4

The affixed markings must not be removed. Rental packaging must not be swapped or filled with other goods. Usage as storage containers or passing them on to third parties is prohibited unless previously agreed.

8. Default of Payment

8.1

Failure to pay the purchase price when due constitutes a significant violation of contractual obligations.

8.2

In the event of payment default by the customer, Bio-Circle is entitled to demand default interest in accordance with § 288 (2) BGB.

9. Warranty

9.1

Customer claims for defects require that the customer has duly fulfilled their inspection and complaint obligations under § 377 HGB. The customer must examine the goods immediately after delivery, as far as this is feasible in the ordinary course of business, and report any defects to Bio-Circle without delay. If the customer fails to report, the goods are deemed approved, unless it is a defect that was not recognizable upon inspection. If such a defect becomes apparent later, the report must be made without delay after discovery; otherwise, the goods are also considered approved with respect to this defect.

9.2

If the delivered goods are defective, you are entitled within the framework of the legal provisions to demand subsequent performance in the form of defect removal or delivery of a defect-free item. The choice regarding the type of subsequent performance is ours. Bio-Circle reserves the right to make 2 attempts at subsequent performance. In the event of failure of the subsequent performance or if it is unreasonable for the customer, you are entitled to reduce the purchase price or to withdraw from the contract if the legal requirements are met.

9.3

Claims and rights of the customer due to material defects expire after one (1) year from the delivery of the goods for new items. In the case of purchasing used items, the warranty is excluded. However, the statutory limitation periods for the recourse claim according to § 478 BGB remain unaffected. Excluded from this are claims due to culpable injury to life, body, or health or claims due to intentional or grossly negligent breach of duty by Bio-Circle or a legal representative or agent of Bio-Circle, as well as in cases of fraudulent concealment of a defect or the assumption of a guarantee. In these cases, the statutory limitation period applies.

9.4

The assignment of claims for material defects is excluded.

10. Limitation of Liability

10.1

We provide compensation for damages, regardless of the legal basis, only to the following extent:

a) In cases of intent and gross negligence including intent and gross negligence of our representatives or agents.

b) In cases of slight negligence only in the event of a breach of an essential contractual obligation (so-called cardinal obligation), limited to the foreseeable, typically occurring damage. Essential contractual obligations are those fundamental obligations that were decisive for the customer’s conclusion of the contract and whose fulfillment is necessary for the proper execution of the contract, whose breach endangers the achievement of the contractual purpose and on whose compliance the customer can regularly rely.

c) Liability for culpable injury to life, body, and health remains unaffected; this also applies to mandatory liability under the Product Liability Act as well as liability under the Federal Data Protection Act or the GDPR, as well as any other mandatory legal liability and in cases of fraudulent concealment of defects or the assumption of a guarantee.
For any claims under section 10.1, the statutory limitation period applies.

In all other cases, liability is excluded.

10.2

Data communication over the internet cannot be guaranteed to be free of errors and/or always available according to the current state of technology. We cannot be held liable for the constant and uninterrupted availability of our online trading system.

11. Offset

The offsetting against claims of Bio-Circle is excluded, unless the counterclaim of the customer is legally established or undisputed by Bio-Circle. The customer is only entitled to exercise a right of retention if their claim is based on the same contractual relationship.

12. Retention of Title Security

12.1

We retain ownership of the purchased item until all payments from the business relationship with the customer have been received. In the event of a breach of contract by the customer, particularly in case of payment default, we are entitled to reclaim the purchased item. The reclaim of the purchased item by us constitutes a withdrawal from the contract. After reclaiming the purchased item, we are entitled to resell it, and the proceeds will be credited to the customer’s liabilities – minus reasonable costs of realization.

12.2

The customer is obliged to handle the purchased item with care.

12.3

In the event of seizures or other third-party interventions, the customer must inform us immediately in writing so that we can file a lawsuit under § 771 ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.

12.4

The customer is authorized to resell the purchased item in the ordinary course of business; however, they already now assign to us all claims in the amount of the invoice total (including VAT) of our claim that arise from the resale to their customers or third parties, regardless of whether the purchased item is sold without or after processing. The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claim itself remains unaffected. However, we commit to not collecting the claim as long as the customer meets their payment obligations from the collected revenues, does not fall into payment default, and in particular, no application for the opening of insolvency proceedings has been filed or a payment suspension has occurred. If this is the case, we can demand that the customer discloses to us the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents, and inform the debtors (third parties) of the assignment.

12.5

The processing or restructuring of the purchased item by the customer is always done for us. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (invoice total, including VAT) to the other processed items at the time of processing. The same applies to the new item resulting from processing as to the purchased item delivered under reservation.

12.6

If the purchased item is mixed inseparably with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (invoice total, including VAT) to the other mixed items at the time of mixing. If the mixing occurs in such a way that the customer’s item is to be considered the main item, it is agreed that the customer transfers to us proportionate co-ownership. The customer keeps such sole or co-ownership on behalf of us.

12.7

We commit to release the securities to which we are entitled upon the customer’s request to the extent that the realizable value of our securities exceeds the secured claims by more than 10%; the selection of the securities to be released is at our discretion.

 

13. Use of Data

Data processing is carried out in accordance with the GDPR, the Federal Data Protection Act (BDSG), and the Telemedia Act (TMG). Details can be found in our privacy policy.

14. Storage of the Contract Text

Bio-Circle stores the contract text and the order data and sends the order to the customer by email.

Through the “My Account” section, the customer can retrieve their previous orders under the “My Order History” subsection.

15. Postal Invoice

Invoices are transmitted in postal or digital form. The shipping occurs to the billing address or email address provided by the customer.

16. Applicable Law, Place of Fulfillment, Jurisdiction

16.1

The law of the Federal Republic of Germany applies, excluding the U.N. Sale of Goods Law (United Nations Convention on Contracts for the International Sale of Goods – CISG).

16.2

Unless otherwise agreed, the place of fulfillment for all obligations arising from the contractual relationship between Bio-Circle and the customer is the registered office of Bio-Circle.

16.3

The jurisdiction for all disputes arising or in connection with the contractual relationship between Bio-Circle and the customer is Bielefeld or, at Bio-Circle’s option, the general jurisdiction of the customer.

17. Final Provisions

17.1

The language of the contract is exclusively German.

17.2

The rights of the customer under the contract are non-transferable, except for monetary claims.

17.3

Should individual provisions of this contract be invalid or contradict legal regulations, the contract shall not be affected in other respects. The invalid provision will be replaced by a legally effective provision agreed upon by the contractual partners, which comes closest to the economic sense and purpose of the invalid provision. The above provision applies accordingly to regulatory gaps.

-End of the T&Cs-