(Version: February 2020)

1. Subject matter and scope of application

These General Terms and Conditions (“GTC”) govern the conclusion, content and processing of individual contracts for the purchase of Valibiotics products (“Products”) and professional advice on the use of Products (“Application Advice”).

The GTC form an integral part of all individual contracts between Valibiotics GmbH and the purchaser of the products (“Customer”).

These GTC apply exclusively. The customer’s general terms and conditions and deviations from these GTC shall only apply if they have been expressly recognized and confirmed in writing by Valibiotics GmbH.

2. General information

As a rule, agreements, their amendments and modifications must be made in writing or confirmed in writing, unless otherwise agreed.

Should one or more provisions of these GTC be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision that comes as close as possible to the invalid provision in a legally permissible manner.

3. Offer and conclusion of contract

The offers of Valibiotics GmbH are non-binding with regard to all data given, including product prices, unless otherwise stated.

Unless otherwise agreed, the individual contract is concluded upon receipt of written confirmation from Valibiotics GmbH that Valibiotics GmbH accepts the customer’s purchase order (“confirmation of acceptance”).

If the confirmation of acceptance contains changes to the purchase order, these changes shall be deemed to have been approved by the customer unless the customer immediately objects in writing.

4. Scope of services

The type, scope and time of the delivery or agreed service are set out in the individual contracts and the GTC. If application advice has been agreed, this shall constitute Valibiotics GmbH’s performance obligations in addition to the delivery of the products.

Valibiotics GmbH is obliged to deliver the products to the contractually agreed place of performance. Unless otherwise agreed, the place of performance shall be the registered office of Valibiotics GmbH at its premises in 2514 Traiskirchen, Wienersdorferstraße 20 – 24/M33/5, Lower Austria.

If paid application advice has been agreed, an appropriate fee and reimbursement of expenses shall be owed by the customer for its provision. Valibiotics GmbH is obliged to provide proper and careful application advice. The customer is obliged to provide all services so that Valibiotics GmbH can provide proper application advice.

Valibiotics GmbH may call in other persons to fulfill the contract.

5. Terms of payment

If the time of fulfillment is not determined by an individual contract, the customer is obliged to pay for the products immediately upon delivery.

The customer is obliged to make a down payment or advance payment if this has been agreed.

Unless otherwise specified or agreed, all services and fees are provided in euros.

If the customer fails to meet a payment deadline, he shall be in default from the due date without any further reminder. Unless otherwise agreed, payments are due promptly upon receipt of the invoice.

The customer shall not be entitled to set off amounts invoiced by Valibiotics GmbH against its own claims.

6. Delivery time

An agreed delivery period shall commence as soon as the individual contract has come into force and, if agreed, a down payment to be made upon confirmation of acceptance has been made.

Compliance with the delivery period presupposes the fulfillment of all contractual and non-contractual obligations of the customer towards Valibiotics GmbH.

7. Transfer of risk

Unless otherwise agreed, the transfer of risk shall take place upon delivery ex works (Incoterms 2010).

If dispatch of the deliveries is delayed at the request of the customer for other reasons for which Valibiotics GmbH is not responsible, the risk shall in this case pass to the customer at the time originally scheduled for delivery ex works. From this time onwards, the deliveries shall be stored at the customer’s expense and risk.

8. Warranty

The customer is obliged to accept and inspect the delivered goods.

The customer is obliged to notify Valibiotics GmbH immediately of any complaints of any kind concerning products supplied and application advice provided. All complaints must be made in writing to be valid.

Should Valibiotics GmbH’s performance be defective, Valibiotics GmbH shall initially be entitled to make a replacement delivery, improvement or supplementation of the missing item within a reasonable period of time. The customer shall only be entitled to demand a reduction in the purchase price if a replacement delivery, improvement or addition of the missing item is also defective. A claim for damages caused by delay cannot be asserted.

Further warranty claims are excluded to the extent permitted by law.

9. Withdrawal from the contract

If Valibiotics GmbH is in default with a service, the customer may only withdraw from the contract after setting a reasonable grace period. The grace period must be set in writing.

Valibiotics GmbH shall be entitled to withdraw from the contract if the customer defaults on a service or agreed cooperation activity.

If Valibiotics GmbH is entitled to withdraw from the contract, Valibiotics GmbH shall be reimbursed for all costs incurred as a result of the withdrawal as well as for the damage or part of the loss of sales caused by this withdrawal. In the event of unjustified withdrawal by the customer, the customer shall also reimburse Valibiotics GmbH for all costs and damages incurred by Valibiotics GmbH as a result of the withdrawal.

10. Liability

The liability of Valibiotics GmbH for slight negligence is excluded.

The liability of Valibiotics GmbH is limited to the price agreed and paid in accordance with the individual contract.

Valibiotics GmbH is liable for its application advice, exclusively for its careful execution.

The liability provisions set out in these GTC for Valibiotics GmbH are conclusive. Any further liability, in particular for any indirect or consequential damages, such as loss of profit, unrealized savings, additional expenses of the customer, loss of use, loss of production, costs associated with business interruption, other pure financial losses or claims of third parties, is expressly excluded.

11. Force majeure

Valibiotics GmbH shall not be liable for damage caused by a delay in performance or prevention of performance, the cause of which is reasonably beyond its control. Such causes of delays or impediments to performance may include, for example, significant operational disruptions, accidents, labor disputes, official measures or omissions, natural disasters, riots, armed conflicts, late deliveries or late performance by third parties, provided that the delay is due to one of the above causes.

12. Secrecy

Valibiotics GmbH and the customer undertake to treat as confidential all information of the contractual partner which is not generally accessible and which they obtain during the performance of the agreed service, in particular application consulting, and not to make it accessible to third parties, either in whole or in part, nor to publish it or use it themselves in any form. The employees of Valibiotics GmbH and the customer shall only be entitled to use such information in the context of the fulfillment of the contract between Valibiotics GmbH and the customer.

The customer may only use the knowledge imparted by Valibiotics GmbH for the contractually agreed purpose within his company or business and may neither pass it on to third parties nor publish it without the written consent of Valibiotics GmbH.

13. Applicable law and place of jurisdiction

The legal relationship between Valibiotics GmbH and the customer is subject to Austrian law.

The contracting parties agree that Baden, Lower Austria (Austria), shall be the place of jurisdiction.

However, Valibiotics GmbH shall be entitled to take legal action against the customer at the customer’s registered office.