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GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF BIO-HYBRID GMBH

1.    General Information, Scope of Application, and Acknowledgment of Business Terms and Conditions, and Data Protection Provisions

1.1    Bio‑Hybrid GmbH, Rollnerstraße 110a, 90408 Nürnberg (hereafter referred to as “Bio-Hybrid”) via its website offers to users (hereafter referred to as “User”) products and services (hereafter collectively referred to as “Service”).

1.2    These General Terms and Conditions shall apply to
(i)    use of the Bio‑Hybrid website 
(ii)    all sales transacted via the Bio‑Hybrid online store according to paragraph 3 below. 
Furthermore, these General Terms and Conditions shall apply to all future business transactions with Users. Contrary, divergent or complementary Terms and Conditions of the User’s shall not apply even in the event that Bio‑Hybrid does not expressly object to them.

1.3    A User may only use the part of the Service which Bio‑Hybrid offers for valuable consideration (e. g. use of the online store for vehicle ordering) provided that he or she is at least 18 years old. In the event that the User is older than 15 but younger than 18 years, he or she may only use the Service with involvement of a parent or legal guardian. Any and all declarations submitted by the User shall only be submitted in the User’s own name and shall only become legally effective business transactions in the User’s own name. 

1.4    The User shall not use the Service for any unlawful purposes and shall not permit any third party to do so. The Service, including news, data, information, content or other components provided as part of the Service, is provided only for the User’s non-commercial use and is not intended for resale. Specific information which the User receives via the Service is the property of Bio‑Hybrid (or companies partnering with Bio‑Hybrid) and may be subject to a right or rights granted under copyright law, brand protection (for goods and services), patent protection or protection under any other intellectual property law. The User shall neither sell, resell nor otherwise make available the Service or the information provided by the Service for any commercial purposes such as the development of products derived thereof (nor shall the User permit or motivate any third party to do so). Bio‑Hybrid reserves the right to either temporarily or permanently exclude a User in the event of any violations of laws, common decency or these Terms and Conditions. 

1.5    Bio‑Hybrid carefully and conscientiously compiles information in the course of executing the Service (including but not limited to vehicles). Without prejudice to the foregoing, Bio‑Hybrid can neither verify nor guarantee that all the information is correct and complete at all times and points out that the published information may also contain spelling mistakes. Insofar as Bio-Hybrid’s Service contains any hyperlinks to other platforms which are operated by persons other than Bio‑Hybrid, such hyperlinks are provided to the User solely for information. Bio‑Hybrid neither monitors nor controls such platforms and shall not be held responsible for their content. 

1.6    The unconditional use of this Bio‑Hybrid Service constitutes concurrence with these Terms and Conditions including any and all information and references contained therein. In the event that the User should not concur with these Terms and Conditions, he or she shall not be entitled to use the Bio‑Hybrid Service. 

1.7    Bio‑Hybrid processes the User’s personal data in compliance with applicable data protection provisions. Details can be obtained from Bio-Hybrid’s Data Protection Policy and the references contained therein, which may be viewed here: Privacy Policy. The Data Protection Policy describes what data Bio‑Hybrid collects about the User and how Bio‑Hybrid processes such data. The Data Protection Policy is not a component of any contract between Bio‑Hybrid and the User and is subject to change. Therefore, the Data Protection Policy should be accessed periodically. By using the Service, the User acknowledges that he or she has read and understood the Data Protection Policy.  

2.    User Registration, User Account

2.1    Parts of the Service such as information about the services offered by Bio‑Hybrid may be used without registration. However, the comprehensive use of the Bio‑Hybrid Service, including but not limited to the part of the Service offered for valuable consideration (e. g. online store) presupposes that the User has registered with Bio‑Hybrid by truthfully entering the requested data and, in the event of any change in his or her personal data, immediately corrects his or her details vis-á-vis Bio‑Hybrid insofar as such data are required for the performance of any contract concluded with Bio‑Hybrid. Mandatory information within Bio-Hybrid’s Service is indicated as such.  

2.2    As part of the registration process, the User will be requested to accept these Terms and Conditions and the Data Protection Provisions (see Privacy Policy). Following the submission of a registration, Bio‑Hybrid, for security reasons, will initially send an email requesting the User to verify the registration. The registration process will only be completed thereafter.  

2.3    The data of the registration process shall be treated as confidential matter. Access codes or passwords shall not be made accessible to any third party. Third-party access codes or passwords shall not be used. The User’s account cannot be transferred to a third party. 

2.4    The data stored in the User’s account shall be decisive for the communication between the User and Bio‑Hybrid. Therefore, the User shall keep the data provided up to date at all times. In the event that the User does not concur with receiving electronic notifications, he or she shall not be entitled to use the Bio‑Hybrid Service. 

2.5    The User has the right, at any time, to close his or her user account. The User shall communicate to Bio‑Hybrid his or her wish to close the account, that is he or she shall contact Bio‑Hybrid. Upon the closure of the User’s account, any and all content contained therein will be deleted by Bio‑Hybrid insofar as no retention obligations exist. 

3.    Use of Bio-Hybrid’s Online Store

The provisions below shall apply to the use of Bio-Hybrid’s online store.  

3.1    General Provisions, Services Offered

3.1.1    Unless, on a case-by-case basis, expressly stated otherwise (e. g. in the event of limited promotional offers), Bio‑Hybrid reserves the right to alter the range of goods or services available from the online store. 

3.1.2    Details about availability, description, purchasing price, terms of payment and delivery can be found on Bio-Hybrid’s website and will be specified, if applicable, in greater detail in the contract. Bio‑Hybrid expressly advises the User that by virtue of the information made available on the website no assurances or guarantees are provided about the quality of the products or services offered nor their suitability for a specific purpose. 

3.1.3    Bio‑Hybrid herewith expressly advises the User that the goods sold are intended strictly for the User as the final customer. Bio‑Hybrid reserves the right to limit the delivery of goods to a specific (maximum) quantity. 

3.1.4    The products and services offered in Bio-Hybrid’s online store exclusively address Users residing within the Federal Republic of Germany. Deliveries will also be made only within the territory of the Federal Republic of Germany. 

3.2    Conclusion of Contract, Cancellation

3.2.1    The products and services offered by Bio‑Hybrid in the online store do not yet represent any binding offers by Bio‑Hybrid to conclude, a contract, but merely invite the User to make a binding statement as to whether and what kinds of goods he or she would like to order from Bio‑Hybrid (invitatio ad offerendum). Prior to submitting a binding order, the User may access and save the Terms and Conditions in a format that can be re-rendered. By clicking the button “Buy now”, the User submits a binding offer for the conclusion of a purchasing agreement for the products contained in his or her shopping cart. However, such offer may only be submitted and sent if the User, by clicking the relevant button, has accepted these Terms and Conditions and thereby included them in his or her offer to purchase. 

3.2.2    Bio‑Hybrid shall confirm receipt of the User’s purchase order by email. Such confirmation of receipt shall not be deemed to constitute a binding acceptance of the User’s purchase order. The contract shall only be deemed to have been concluded at the time Bio‑Hybrid accepts the User’s offer to purchase. Acceptance of the purchase order by Bio‑Hybrid shall be made by means of an acknowledgment in text form, for instance by a written order confirmation sent by email. The contract shall exclusively be based on the content of the order acceptance and these Terms and Conditions. Any verbal agreements or promises shall only become effective if confirmed in writing by employees authorized to represent Bio‑Hybrid.

3.2.3    Bio‑Hybrid may choose not to accept the order, in which case no contract will be concluded. Bio‑Hybrid shall inform the User thereof without delay. 

3.2.4    The text of the contract will be saved following its conclusion, but will no longer be accessible to the User. However, any and all provisions of the contract and these Terms and Conditions will be sent to the User (by email or letter).

3.2.5    Bio‑Hybrid is entitled to cancel a previously concluded contract in the event that, following the conclusion of such contract, Bio‑Hybrid ascertains that a product or function that has been ordered is no longer being offered. The same shall apply in the event of circumstances suggesting that the User has placed the purchase order for the purpose of reselling the product or function, or has not acted in good faith in any other respect. In this case, any products or services already granted under the contract shall be given back. 

3.3    Purchase Price, Shipping Costs, Terms of Payment, Default in Payment

3.3.1    The valid purchase price shall be the purchase price indicated on Bio-Hybrid’s website at the time the order is placed (= by the user clicking the button “Buy now”). The purchase price includes the value added tax as applicable. Unless expressly agreed otherwise, the stated purchase price shall be “ex works” including packaging. In the event that the User, instead of personally collecting the goods, opts for having the goods shipped by Bio‑Hybrid, the purchase price shall increase by the shipping costs, as stated.  

3.3.2    In the event that more than two weeks should elapse between the date of conclusion of the contract and the anticipated delivery date, the User shall be liable to make the down payment as indicated on the website. Insofar as the User owes a down payment, the effectiveness of the contract shall be subject to the suspensive condition that the User make the down payment owed. In the event that no more than two weeks should elapse between the date of conclusion of the contract and the anticipated delivery date, there will be no down payment. Instead, the full purchase price shall be immediately due for payment. In the event that the User has made a down payment, the remainder of the purchase price (= purchase price minus the down payment made) shall be due for payment two weeks prior to the delivery date stated by Bio‑Hybrid. Bio-Hybrid’s adherence to its delivery obligation presupposes the User’s timely and proper fulfillment of his or her afore-stated obligations.

3.3.3    In the event that any payments due are not made, or not fully made, and in the event that the User fails to pay even after a reminder and setting of a grace period, Bio‑Hybrid shall be entitled to withdraw from the contract.  

3.3.4    Bio-Hybrid’s Service affords the User the option to effect payments for charges incurred under contracts concluded in the online store. Bio‑Hybrid has contracted a third-party provider (hereafter referred to as “Payment System”) to handle the payment transactions between the User and Bio‑Hybrid. The User has the additional option of using PayPal. The payment transaction using the Payment System is subject to the agreement and the Terms and Conditions of Business, provisions and data protection policies of the Payment System. The User can obtain details on the payment transaction handled by the Payment System (www.paypal.com). In the event that a direct debit procedure is used for payment, the User shall bear any costs Bio‑Hybrid incurs due to insufficient funds in the User’s account at the time of the direct debit. 

3.3.5    The User shall only be permitted to offset a counterclaim in the event that such counterclaim is undisputed, has been determined without further legal recourse or acknowledged in writing by Bio‑Hybrid. The assertion of a right of retention shall only be permissible with regard to such counterclaims that are based on the same contractual relationship as the claim. 

3.4    Delivery, Default in Delivery and Default in Acceptance

3.4.1    Any term or period of delivery or performance stated by Bio‑Hybrid, unless expressly agreed to otherwise with the User, shall be non-binding and subject to change. Bio‑Hybrid will inform the User – as soon as foreseeable by Bio‑Hybrid – of the expected delivery date. In the event that shipping of the goods by Bio‑Hybrid has been agreed, delivery periods and delivery dates refer to the date on which the goods were handed over to the freight forwarder, carrier or any other third party entrusted with the shipment. In the event that the User personally collects the goods, the delivery date shall be the date on which Bio‑Hybrid has turned the goods over to the User on its business premises.

3.4.2    In the event that the User is not a consumer, the risk of accidental loss or damage and accidental impairment of the goods, provided that the goods are shipped at the User’s request, shall pass to the User at the time the goods are dispatched. In the event of any delays in dispatch, for which the User is responsible, the risk shall already pass to the User at the time he or she is informed that the goods are ready for dispatch. 

3.4.3    Events of force majeure which materially impede Bio-Hybrid’s ability to deliver the goods or services, or render such delivery impossible, shall entitle Bio‑Hybrid to withdraw from the contract unless such impediment is merely of a temporary nature. In the event of temporary impediments, the delivery or performance periods shall be extended or shifted by the period during which the impediment exists, plus a reasonable startup period. Immediately after they become known, Bio‑Hybrid shall inform the User of any impediments and their anticipated duration. Insofar as the User cannot be reasonably expected to accept the delivery or service due to the delay, the User may withdraw from the contract by declaring such withdrawal to Bio‑Hybrid in writing. Equivalent to force majeure shall be any and all circumstances for which Bio‑Hybrid is not responsible and which render the performance or delivery impossible, or which unreasonably impede such performance or delivery for Bio‑Hybrid, such as legal strike or legal lockout, war, import and export bans, energy and raw material shortages, government actions, epidemics, pandemics, late deliveries to Bio‑Hybrid, for which Bio‑Hybrid is not responsible in spite of proper congruent stocking up on the part of Bio‑Hybrid.

3.4.4    In the event that Bio‑Hybrid should be in default of making a delivery or rendering a service, or if Bio‑Hybrid is unable to make a delivery or render a service, for whatever reason, Bio-Hybrid’s liability for damages shall be limited as provided for in paragraph 4 below of these Terms and Conditions. 

3.4.5    In the event that the User should be in default of acceptance or have breached any other obligations of participation, Bio‑Hybrid shall be entitled to demand compensation for the damage incurred including any additional expenses incurred. The applicability of this provision shall include but not be limited to any delivery agreed to with the User being rendered impossible because the User is not present at the delivery address which he or she has provided in spite of having been informed of the delivery time with reasonable advance notice. The right to assert further claims or rights remains reserved. In the event that a delay in acceptance exceeds the period of two weeks, Bio‑Hybrid, after setting a grace period of one week, shall be entitled (albeit not obligated) to sell the goods otherwise. In this case, the proceeds of such sale shall be applied to the User’s liabilities – minus any selling costs incurred by Bio‑Hybrid.

3.5    Right of Withdrawal for Consumers
If the User is a consumer and has concluded the contract exclusively by using means of telecommunications (e. g. via the internet, telephone, email, etc.) the consumer has the right to withdraw from the contract, without stating reasons, within a period of fourteen days according to the provisions below. 
The withdrawal period is fourteen days, commencing on the day on which the User or a third-party designated by the User, which is not a carrier, has taken possession of the goods. 
To exercise the right of withdrawal, the User shall inform Bio‑Hybrid (Bio‑Hybrid GmbH, Rollnerstraße 110a, 90408 Nürnberg, email: contact@bio-hybrid.de) by means of an unequivocal statement (e.g. a letter sent by regular mail) about his or her decision to withdraw from the contract. The User may use the withdrawal form template provided. However, use of this template is not mandatory. 
 To observe the withdrawal period, it is sufficient that the User send the notification about his or her exercising of the right of withdrawal prior to the expiration of the withdrawal period. 

Consequences of withdrawal:
 In the event that the User withdraws from the contract, Bio‑Hybrid shall refund to the User, without delay but no later than within fourteen days following the day on which Bio‑Hybrid has received the notification of the User’s withdrawal from the contract, any and all payments Bio‑Hybrid has received from the User, including the delivery costs (except for any additional costs resulting from the User’s choice of a form of delivery other than the lowest-priced standard delivery offered by Bio‑Hybrid). For this refund, Bio‑Hybrid shall use the same means of payment which the User used in his or her original transaction, unless otherwise expressly agreed to; in no event shall the User be charged any fees due to such refund. Bio‑Hybrid may refuse to make the refund until such time as Bio‑Hybrid has received the goods again or the User has provided proof of having sent back the goods, whichever comes first. The User shall send back or hand back the goods to Bio‑Hybrid GmbH, Rollnerstraße 110a, 90408 Nürnberg without delay and, in any event, within fourteen days following the day on which he or she has informed Bio‑Hybrid about the withdrawal from the contract. The period shall be deemed to have been observed if the User dispatches the goods before the period of fourteen days has expired. The User shall bear the direct costs incurred for sending back the goods. The User shall only be liable for any loss in the goods’ value in the event that such loss in value is attributable to any handling of the goods which is not necessary for the purpose of inspecting the quality, properties and functionality of the goods. 

Withdrawal form template:
(Should you choose to withdraw from the contract, you may complete and send this form) 
To Bio‑Hybrid GmbH, Rollnerstraße 110a, 90408 Nürnberg, email: contact@bio-hybrid.de
I/we (*) hereby withdraw from the contract that has been concluded with me/us (*) about the purchase of the following goods (*) / performance of the following service (*)
    - Order placed on (*)/received on (*)
    - Name of the consumer(s)
    - Address of the consumer(s)
    - Date
    (*) Strike out if not applicable
END OF WITHDRAWAL ADVICE

3.6    Rights of the User in the Event of Defects
        In conjunction with the User’s rights in the event of defects on the goods purchased via the online store the statutory provisions shall apply.

3.7    Security of Retention of Title 
Bio‑Hybrid shall retain title to the goods up until Bio‑Hybrid has received the payment for them which is owed by the User. In the event of the User’s breach of contract, including but not limited to default in payment, Bio‑Hybrid shall be entitled to take back the goods, such taking back of the goods by Bio‑Hybrid constituting a withdrawal from the contract. After Bio‑Hybrid has taken back the goods, Bio‑Hybrid shall be entitled to sell the goods. The proceeds from such sale shall be applied to the User’s liabilities – minus any selling costs incurred by Bio‑Hybrid. 

3.8    Miscellaneous
The User shall be entitled to assigning the rights arising under the contractual relationship between the parties to a third party only with written consent by Bio‑Hybrid. Section 354a HGB (German Commercial Code) shall remain unaffected by this provision.  

4.    Liability of Bio‑Hybrid

4.1    The User is aware of the fact that the use of software, computers and telecommunication systems generally entails a risk of errors and faults and that downtimes may occur. Therefore, Bio‑Hybrid shall not be liable for Bio-Hybrid’s Service being free of interruptions and secure, or free of the aforementioned errors and faults. In particular, Bio‑Hybrid shall not be liable if and insofar as any offers in the online store are not processed or saved due to technical issues. 

4.2    Bio‑Hybrid shall be liable for simple negligence only in the event of a breach of material duties (cardinal duties). Cardinal duties are material contractual duties which the contract, in spirit and purpose, intends to impose on Bio‑Hybrid and the breach of which jeopardizes the contract’s purpose, duties which are deemed to be necessary for the proper and careful performance of the contract and on adherence to which the User may regularly rely. Such liability shall be limited to any damage that is typically foreseeable at the time of concluding the contract. 

4.3    The personal liability of legal representatives, vicarious agents and employees of Bio‑Hybrid for damage caused by simple negligence shall also be limited to the extent provided for in paragraph 4.2 above. 

4.4    The foregoing limitation of liability shall not apply in the event of any damage caused by intent or gross negligence, in the event of culpably caused bodily harm, and in the event of other compelling bases for liability. Moreover, it shall not apply if and insofar as Bio‑Hybrid has assumed a guarantee.

4.5    The User shall be obligated to take reasonable actions to avert and mitigate damage.

5.    Final Provisions

5.1    Bio‑Hybrid reserves the right to make changes to the website, the Service offered via the website, the policies, and the terms including these Terms and Conditions at any time. The applicable terms and conditions shall be those that are in effect at the time the platform is used, unless an alteration of such terms is required by law or due to official directives (in which case they shall also apply to legal relationships that have already been established but have not been fully transacted).

5.2    For all matters concerning Bio‑Hybrid, Nuremberg, Landgericht Nürnberg (Nuremberg Regional Court) shall be deemed to have been agreed as the exclusive legal venue to the extent permissible, including but not limited to the relationship with a User who has no general legal venue in Germany or in another EU member state, or who has relocated his or her permanent residence to a country outside the EU after these Terms and Conditions have come into effect, or whose permanent or habitual residence is unknown at the time of filing a lawsuit. 

5.3    For any and all disputes arising out of or due to these Terms and Conditions or out of an agreement made between Bio‑Hybrid and the User, German law shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). In spite of the application of German law Users who are consumers shall additionally enjoy protection under the peremptory provisions of the laws of the country in which the consumer habitually resides. The application of peremptory provisions, which limit the choice of law, including but not limited to the applicability of peremptory legal provisions of the country in which the consumer habitually resides, such as consumer protection laws, shall remain unaffected. 

5.4    The European Commission provides an Online Dispute Resolution (ODR) platform, which can be found at http://ec.europa.eu/odr. Bio‑Hybrid expressly excludes any alternative dispute resolution according to Directive 2013/11/EU. Bio‑Hybrid is neither willing nor obligated to participate in any dispute resolution proceedings brought before a consumer arbitration board. 

5.5    In the event that any provision in these Terms and Conditions should be ineffective, null and void, or be unenforceable for whatever reason, such provision shall be deemed to be severable and shall not affect the validity and enforceability of the remainder of the provisions. An ineffective, null and void, or unenforceable provision shall be reinterpreted in such a way that the economic purpose pursued by it will be achieved. 

This English language version of the General Terms and Conditions of Bio‑Hybrid GmbH is a translation of the original German language version of the General Terms and Conditions of Bio‑Hybrid GmbH (“Allgemeine Geschäftsbedingungen Bio‑Hybrid GmbH“). If there are any contradictions or inconsistencies between the original German language version and this translation, the German language version shall prevail.

Version 12/2020