GTC

Health Production GmbH, Green Energy Park 1, 26892 Heede (hereinafter: Health Production), produces capsules, tablets, powders, liquids and food supplements in various formulations and formats. Furthermore, Health Production manufactures products according to its customers’ own formulations as well as formulations developed by Health Production according to customer specifications (hereinafter: the goods).

1. scope of application

  • These General Terms and Conditions of Sale and Delivery (hereinafter: GTC) apply to deliveries and services by Health Production within the Federal Republic of Germany in commercial business transactions.
  • Deliveries and services by Health Production are made exclusively in accordance with these terms and conditions. Differing, conflicting or additional terms and conditions, in particular purchasing conditions of the customer, shall only apply if Health Production has expressly agreed to them in writing; in this respect, the text form does not replace the written form.

2. obligations of the customer to cooperate

  • Health Production is not responsible for the promotion or fulfillment of the purpose pursued by the customer with the goods. Any advice given by Health Production is based on previous experience and merely represents non-binding information; this does not exempt the customer from checking whether the goods are suitable for the purpose pursued by him.
  • The customer shall provide Health Production with the labeling requirements for the packaging and labeling of the goods as well as all information relevant to the execution of the production order. The sole responsibility for the labeling, advertising and presentation of the goods lies with the customer. The customer guarantees the existence, correctness and legality of the labeling, advertising and presentation of the contractual products in accordance with the general and specific food information law, labeling law and advertising law applicable to the contractual goods. Agreements deviating from this, such as the indication of Health Production as an additional manufacturer on the label, require a prior written agreement in each individual case. If Health Production is claimed by third parties due to violation of labeling obligations, the customer is obliged to indemnify Health Production from this, unless the defectiveness was caused by Health Production in accordance with Section 8 and Section 9 of these GTC.
  • The application, use and any further processing of the goods takes place outside the area of control and responsibility of Health Production. The customer is responsible at his own expense for all associated tests (such as marketability tests, product labeling, official notifications).
  • If cooperation of the Customer is required for the production of the goods and the Customer does not comply with this, Health Production is entitled to declare withdrawal from the contract if Health Production unsuccessfully requests the Customer to cooperate in writing, setting a reasonable deadline according to the individual case. The right of Health Production to claim damages remains unaffected.

3. offers and conclusion of contract

  • Offers from Health Production are subject to change and non-binding and only represent invitations to the customer to place orders, unless Health Production designates them as binding.
  • Health Production manufactures the goods according to the legal requirements of the law applicable in the Federal Republic of Germany, in particular according to the requirements of the German Food and Feed Code (LFGB) and the food law regulations of the EU. If the customer markets the goods abroad, Health Production is not liable for the conformity of the goods with the regulations applicable in the country of destination. The customer must expressly point out in writing any special requirements for the goods to be produced that go beyond sentence 1 when submitting his offer (order).
  • Health Production is entitled to change the product specification (in particular composition, raw materials) if this is required by law or if the quality of the goods and their usability according to the contractual purpose is not impaired by this.
  • Unless expressly agreed otherwise, Health Production reserves the right to an acceptance period of 10 working days (Mondays to Fridays) from receipt of the customer order (§ 147 BGB).
  • A contract between Health Production and the customer is only concluded after written order confirmation by Health Production.
  • Verbal side agreements or additions that go beyond the written order confirmation of Health Production or deviate from it, are irrelevant, as far as these are assured by Health Production by a person not authorized to do so. Authorized persons in this sense are, in addition to managing directors and authorized signatories, also general agents.
  • If the customer communicates changes to the product requirements / specification for a specific contractual product to Health Production after sending the order confirmation (so-called subsequent changes), the customer shall bear the resulting additional costs, but at least the administrative expenses in the amount of EUR 250 net. The administration fee shall be charged for each additional subsequent change. Subsequent changes may be accompanied by an extension of the original delivery period, which will be communicated to the customer in the confirmation of the subsequent change. Health Production reserves the right to reject subsequent changes.

4. prices, terms of payment

  • The prices listed in the order confirmation shall apply. Any price reduction (discount) shall be subject to the terms of payment stated in the order confirmation. The customer is only entitled to partial performance in the case of partial deliveries.
  • All prices are quoted net in euros, excluding packaging costs, plus the applicable VAT. The prices are based on ExW (Incoterms 2020).
  • Unless otherwise agreed, the purchase price is due within 14 days of the invoice date. After expiry of this period, the customer shall be in default without a reminder.
  • If the customer is in default with the payment of the purchase price, existing claims from other contracts are due immediately. Furthermore, Health Production is also entitled to return the goods without setting a deadline and/or to withdraw from the contract after setting a deadline.
  • The customer must check the invoice immediately. If the customer does not raise any objections to the invoice within 10 working days of receipt of the invoice, the invoice shall be deemed to have been accepted.
  • Health Production reserves the right to increase prices after conclusion of the contract, insofar as necessary costs (in particular for production, materials and personnel) subsequently increase and Health Production is not responsible for this. Health Production will inform the customer immediately about the price increase.
  • If the goods are defective, the customer shall be entitled to withhold payment of the purchase price to the extent that this is in reasonable proportion to the defect.
  • Offsetting by the customer against the purchase price to be paid is only permitted with claims that are undisputed or legally established by Health Production.

5. deliveries

  • Health Production is entitled to make partial deliveries, unless these are unreasonable for the customer.
  • If and insofar as this is customary in the trade and necessary for production reasons, Health Production shall be entitled to make excess or short deliveries of up to 10% of the agreed delivery quantity. The total price shall be increased accordingly in the case of excess deliveries and reduced accordingly in the case of short deliveries, so that the unit price per unit remains unchanged.
  • Complete and timely self-supply of raw materials remains reserved. Health Production is entitled to (partial) withdrawal from the contract, as far as lack of self-supply leads to delivery failure at the customer and Health Production is not responsible for this.
  • If the customer is supplied within the framework of a successive delivery contract, Health Production is entitled to refuse delivery if and as long as the agreed credit line is exhausted by the last customer order (§ 320 BGB).

6. delivery periods, delay in delivery, consequences of delay

  • Unless otherwise expressly agreed, delivery periods stated in the order confirmation are non-binding (approximate periods). Bindingly agreed delivery periods shall be designated separately as such in the order confirmation.
  • If a binding delivery date is agreed and Health Production is culpably in default with the delivery, the customer must set a reasonable grace period. A reasonable period is regularly two weeks. If Health Production does not deliver even after expiry of the grace period, the customer is entitled to withdraw from the contract to the extent of the non-delivery. The right of the customer to claim damages in addition to the withdrawal remains unaffected.
  • Delivery periods begin at the earliest with the sending of the order confirmation, but not before complete fulfillment of the information and cooperation obligations of the customer necessary for the execution of the contract.
  • In the event of a delay in delivery due to events for which Health Production is not responsible, the agreed delivery period shall be extended by the time during which the event lasts, plus a reasonable time for the initialization of the production process (so-called start-up time). If the event lasts for more than 8 weeks from the agreed delivery date, either party shall be entitled to withdraw from the purchase contract in whole or in part. Further claims of the parties are excluded. An event within the meaning of sentence 1 exists in the event of non-delivery or untimely delivery by our raw material suppliers for which Health Production is not responsible, force majeure, shortage of raw materials, delays or failures due to strikes, delays or failures due to pandemic, transport delays and operational disruptions.
  • If the Customer delays acceptance of the goods by more than two weeks, Health Production is entitled to demand a customary storage fee for each month. The assertion of further claims for damages remains unaffected.

7. shipment, transfer of risk

Deliveries are made ExW Green Energy Park 1, 26892 Heede, (INCOTERMS 2020). The place of delivery is specified for each individual case by the customer when ordering and confirmed by Health Production by order confirmation. Before final shipment (after notification of completion of the goods by Health Production), the Customer has the option to change the place of delivery by notifying Health Production in writing or text form within two working days.

8 Warranty for defects, liability

  • Decisive for the scope and quality of the goods are the product requirements / specification of the goods submitted by the Customer and the order confirmation in this regard by Health Production. Further express or implied warranties with regard to the products do not exist, with the exception of separate agreements, insofar as these exist with the customer and have been agreed in writing by authorized persons (No. 3.7.).
  • In the absence of express agreements to the contrary, Health Production does not guarantee that the goods are suitable for the purpose pursued by the Customer. The customer is solely responsible for the legal requirements for placing the goods on the market, in particular the legal labeling / presentation / advertising of the goods.
  • The assertion of warranty claims is excluded if the goods have a defect due to improper transportation by the customer or improper storage by the customer or due to normal ageing processes. If the customer does not notify a defect in the goods immediately after delivery, it shall be assumed that the defect only arose after delivery; the goods shall then be deemed approved. Immediately means no later than one working day from the time of delivery. In the case of hidden defects, the time of discovery of the defect shall be decisive instead of the time of delivery. Otherwise, § 377 HGB applies.
  • The customer shall not be entitled to assert claims for defects if the goods only deviate insignificantly from the agreed quality or the usability of the goods is only insignificantly impaired
  • If the Customer raises unjustified notices of defects, the Customer shall reimburse Health Production for the expenses incurred for the inspection of the defect, including any transportation and packaging costs. Further claims remain unaffected.

9. liability claims

  • Health Production is liable to the customer only for culpable violation of essential contractual obligations. The amount of liability is limited to the damage that Health Production typically had to expect when the contract was concluded. As a rule, this is based on the defective value of the goods to be delivered. Health Production is not liable for consequential damages, pure financial losses or for loss of profit of the customer.
  • The limitation of liability according to paragraph 1 above does not apply (a) for intentional and grossly negligent acts of Health Production or its representatives or vicarious agents, (b) for culpably caused injury to life, body or health, (c) for liability under the Product Liability Act, (d) in the event of fraudulent concealment of a defect in the goods, or (e) in the event of assumption of a guarantee for the quality of the goods.

10. statute of limitations

  • The customer’s rights due to defects in the goods shall expire within one year. The limitation period pursuant to sentence 1 shall not apply (a) for the limitation of the customer’s right of recourse in the event that the ultimate purchaser is a consumer (§ 13 BGB); (b) in the event of intent, fraudulent concealment of a defect or the assumption of a guarantee by Health Production for the quality of the goods, (c) for claims for damages due to grossly negligent breaches of duty, due to culpable breach of essential contractual obligations – not consisting in the delivery of defective goods – due to culpable injury to life, limb or health, and due to claims under the Product Liability Act.
  • The above provisions in paragraph 1 shall apply mutatis mutandis to claims for damages and for the reimbursement of futile expenses which are not related to a defect in the delivered goods.
  • The limitation period shall commence in cases of paragraph 1 upon delivery of the goods, in cases of paragraph 2 upon the customer’s knowledge or ought to have knowledge of the circumstances giving rise to the claim.

11. right of withdrawal of the customer

  • The customer can only withdraw from the contract within the framework of the statutory provisions if Health Production is responsible for the breach of duty; the right of withdrawal due to force majeure according to para. 6 para. 4 remains unaffected. If the customer declares that Health Production has violated a contractual obligation, he must declare within a reasonable period of time after request by Health Production whether he withdraws from the contract due to the breach of duty or adheres to fulfillment of the contract.
  • The statutory provisions on the customer’s right of withdrawal in the event of defects in the delivery remain unaffected.

12. reservation of title

  • The goods delivered by Health Production remain its property until all claims against the customer arising from the business relationship have been fulfilled.
  • The customer is entitled to process or transform the goods. Processing is carried out for Health Production. If the value of the goods delivered by Health Production is less than the value of the goods owned by the Customer and/or less than the value of the processing, Health Production acquires ownership of the newly produced goods in the ratio of the value (gross invoice value) of the goods delivered by it to the value of the other goods processed by the Customer.
  • Health Production acquires (co-)ownership in the event of inseparable mixing or combination of the delivered goods with goods not owned by it in accordance with the previous paragraph 2.
  • The customer assigns his claim from the resale of the delivered goods or goods newly created by the processing against his customer to Health Production by way of security, including any balance claims. The assignment shall apply up to the amount corresponding to the invoice amount submitted by Health Production to the Customer.
  • Subject to revocation, the customer is authorized to collect the claim assigned to Health Production. The Customer shall immediately forward payments made on the assigned claim to Health Production up to the amount of the secured claim.
  • – Health Production may revoke the collection authorization if there is a legitimate interest and demand that the Customer disclose the assignment of security to its customer. If Health Production declares the revocation, the Customer must provide Health Production with the information required to assert its rights against the Customer’s buyer and hand over the necessary documents. An interest entitling to revocation exists in particular in the event of default of payment, suspension of payments, insolvency maturity or imminent foreclosure on the customer’s assets.
  • For the duration of the retention of title, the customer is not entitled to pledge the goods or assign them as security. If the goods delivered by Health Production are subject to enforcement measures, the customer must inform Health Production immediately.

13. provisions

  • If the Customer provides Health Production with materials (raw materials, packaging) for the manufacture of the goods (provisions), these are stored at Health Production at the risk of the Customer.
  • Supplies shall be insured by the customer against the usual risks at his own expense.
  • The customer assures that the materials provided are free of third-party rights and that the customer has the sole power of disposal. Furthermore, the customer assures that provisions are produced in accordance with the statutory regulations (in particular food safety).
  • Supplies are to be delivered at the expense and risk of the customer at the discretion of Health Production DDP Green Energy Park 1, 26892 Heede, Incoterms 2020.
  • After fulfillment of the order, the customer must immediately take back any surplus materials provided at his own expense and risk. If the Customer does not comply with this, Health Production is entitled to charge the Customer a storage fee after a reasonable period has expired without success.

14 Place of performance, place of jurisdiction, applicable law

  • The place of performance is the registered office of Health Production.
  • If the customer is a merchant within the meaning of the German Commercial Code, the following applies: For all disputes arising from or in connection with deliveries and services of Health Production, including these terms and conditions, the courts at the registered office of Health Production are exclusively responsible. However, Health Production is also entitled to bring an action at the general place of jurisdiction of the customer.
  • German law shall apply without the conflict of law rules of private international law and to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

15. data protection

  • Health Production collects and stores customer data that is necessary to process orders and fulfill the contract. The data is subject to data protection regulations.

16. final provisions

  • Individual agreements must be made in writing without delay for reasons of proof only.
  • Text form within the meaning of Section 126b BGB is also sufficient to comply with the written form requirement. This does not apply if a stricter form is prescribed by law.
  • Should any of the above terms and conditions be partially or completely invalid, this shall not affect the validity of the remaining provisions.