GENERAL TERMS AND CONDITIONS

of HYDRO-BIOS Apparatebau GmbH
Am Jaegersberg 5-7
24161 Altenholz Germany

SCOPE OF APPLICATION

The following terms and conditions apply to all services, installations, repairs, maintenance, consulting, and other services as well as ancillary services provided by HYDRO-BIOS Apparatebau GmbH, hereinafter referred to as “HYDRO-BIOS,” and replace all previously published versions. Other general terms and conditions are only valid if they have been expressly agreed in writing.

Sales are made exclusively to legal entities (companies, business people, public institutions) and natural persons in the exercise of their commercial or independent professional activity. No sales to consumers within the meaning of § 13 BGB (German Civil Code).

PRICES

Prices are exclusive of packaging and value added tax at the applicable statutory rate. If there are changes in the price basis by the delivery date, we reserve the right to adjust prices accordingly. This applies to delivery periods of more than 3 months and an adjustment of up to 5%.

TERMS OF PAYMENT

If no written payment terms have been agreed, invoices from HYDRO-BIOS for delivery addresses within Germany (including islands) are payable without deduction within 30 days of delivery. For orders for delivery outside Germany, advance payment is generally agreed. If the service is divided into several service sections (e.g., system delivery, installation, commissioning), partial payments may be requested after completion of the partial service.

RETENTION OF TITLE

The delivered goods remain the property of HYDRO-BIOS until all outstanding claims have been settled. If our goods delivered under retention of title are processed or combined with other items, HYDRO-BIOS is entitled to ownership of the new item in proportion to the value of the delivered item in relation to the new item. Resellers of our services assign all claims against their customers to HYDRO-BIOS in advance until all claims have been settled in full. We hereby accept this assignment.

DELIVERY

Claims for damages by the buyer due to delayed delivery are generally excluded, even after expiry of a deadline set for the supplier. This does not apply in cases of mandatory liability due to intent, gross negligence, or injury to life, limb, or health. The purchaser may only withdraw from the contract due to a delay within the scope of the statutory provisions if the supplier is responsible for this. At the request of HYDRO-BIOS, the buyer is obliged to declare within a reasonable period of time whether it will withdraw from the contract due to the delay in delivery or insist on delivery. If the seller withdraws from the purchase contract, HYDRO-BIOS is entitled to demand 5% of the order amount as compensation for expenses. If shipment or delivery is delayed by more than two weeks after notification of readiness for shipment at the buyer's request, the buyer may be charged storage fees of 0.5% of the price of the delivery items for each month or part thereof, up to a maximum of 2% in total.

WARRANTY

Only the product description in the offer shall be deemed agreed as the quality of the goods. We accept no warranty or liability for the retailer's information on the products sold. HYDRO-BIOS is entitled to repair or replace defective deliveries or parts thereof. If the subsequent performance fails, the buyer may withdraw from the contract or reduce the remuneration without prejudice to any claims for damages. Claims for material defects shall become time-barred after 12 months, unless longer periods are prescribed by law. The customer must check the delivery immediately for completeness and freedom from defects. Any defects found must be reported to HYDRO-BIOS in writing within 5 working days. Later notifications of defects will not be accepted. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality or insignificant impairment of usability. If improper modifications or repair work are carried out by the buyer or third parties, no claims for defects shall exist for these and the resulting damage. When asserting claims for defects, payments on the part of the buyer can only be withheld if the defect has been confirmed by HYDRO-BIOS or has been legally established. Any claims by the customer beyond those regulated here are generally excluded in this context.

LIABILITY

Our liability for damages, regardless of the legal basis, is limited to intent and gross negligence, to the extent permitted by law. Liability is generally limited to the order value, to the extent permitted by law. Indirect damage and consequential damage resulting from defects in the goods are only eligible for compensation if they are typically to be expected when the goods are used as intended. In the event of liability for simple negligence, our liability for property damage and personal injury is limited to an amount of EUR 1.0 million.

GENERAL TERMS

The place of jurisdiction is the district court of Kiel. The relationship between the parties shall be governed exclusively by German substantive law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) or other international agreements. Amendments and/or additions to these contractual terms and conditions must be made in writing to be effective. Should individual or multiple provisions of the General Terms and Conditions be or become invalid, void, or unenforceable, the remaining provisions shall remain unaffected in their validity. The invalid, void, or unenforceable provision shall be replaced by a provision that comes closest to the economic meaning and purpose of the defective provision and withstands legal review.

NO RUSSIA / NO BELARUS CLAUSE

(1) The Buyer / Importer shall not sell, export or re-export, or otherwise deliver or transfer any goods received from HYDRO-BIOS, directly or indirectly, to any natural or legal person, organization or institution in the Russian Federation and Belarus or for use in the Russian Federation or Belarus.
(2) The Buyer / Importer shall undertake its best efforts to ensure that the purpose of paragraph (1) is not frustrated by any third parties further down the commercial chain, including by possible resellers and subcontractors.
(3) Any violation of paragraphs (1) or (2) shall constitute a material breach of an essential element of the contractual supply relationship, and HYDRO-BIOS shall be entitled to seek appropriate remedies, including, but not limited to:
(i) Termination of the contract with immediate effect. Claims for damages by the Buyer / Importer against HYDRO-BIOS arising from or in connection with the termination of a contract in accordance with this clause are excluded.
(ii) The Buyer / Importer shall indemnify HYDRO-BIOS against all costs or other damages (in particular third-party claims, fines, intangible damages) incurred as a result oft he Buyers / Importers failure to comply with paragraphs (1) and (2).
(4) HYDRO-BIOS reserves the right to make the delivery of goods contingent upon receipt of a conclusive end-use certificate and to request further evidence of the end use. (5) If HYDRO-BIOS has legitimate doubts about the Buyers / Importers compliance with paragraphs (1) and (2), HYDRO-BIOS may refuse delivery to the Buyer / Importer until these doubts have been dispelled to the satisfaction of HYDRO-BIOS. Claims by the Buyer / Importer against HYDRO-BIOS for delay or non-performance as a result of such doubts are excluded. (6) The Buyer / Importer shall immediately inform HYDRO-BIOS about any problems in applying paragraphs (1) or (2), including any relevant activities by third parties that could frustrate the purpose of paragraph (1). The Buyer / Importer shall make available to HYDRO-BIOS information concerning compliance with the obligations under paragraph (1) and (2) within two weeks of the simple request of such information.

HYDRO-BIOS Apparatebau GmbH

As of: 03/2025