General Terms and Conditions of Business – B2B
seedalive GmbH, Osnabrück
1. Scope of validity
1.1 These General Terms and Conditions of Business of seedalive GmbH (hereinafter referred to as the “Provider”) form an integral part of all contracts which an entrepreneur (hereinafter referred to as the “Customer”) concludes with the Provider concerning services presented by the Provider via its website www.seedalive.de or another form of remote communication. They equally apply to future services, even in cases where this is not reiterated through a specific separate agreement. Opposing general terms and conditions of business put forth by the Customer shall not apply, even if the Provider does not expressly object to these in advance. The General Terms and Conditions of Business applicable at the time of conclusion of the contract shall be decisive.
1.2 A contractual relationship shall only come into effect with entrepreneurs within the meaning of Section 14 of the German Civil Code/BGB (B2B). An entrepreneur within the meaning of Section 14 BGB and within the meaning of these General Terms and Conditions of Business is any natural or legal entity or a partnership having a legal personality which acts in its own commercial or professional capacity at the time of concluding a legal transaction. A contractual relationship with consumers within the meaning of Section 13 BGB is hereby excluded.
2. Conclusion of contract
2.1 The service descriptions found on the Provider’s website or presented in another form of remote communication shall not constitute legally binding offers on the part of the Provider but merely a request for the Customer to submit a binding offer. The Customer may submit the offer via the online order form incorporated on the Provider’s website or, where the Provider deems it necessary in individual cases, another form of telecommunication.
2.1.1 Where the Customer uses the order form incorporated on the Provider’s website, the Customer shall, upon completing the electronic ordering process relating to the selected service, conclude a legally binding contractual offer by clicking on the “Place binding order” button. The Provider shall e-mail the entity or person concerned without delay confirming receipt of the order. The Provider may accept the Customer’s offer by sending an order confirmation at the same time as confirmation of receipt of the online order. The order confirmation shall result in a contract being concluded between the Customer and the Provider.
2.1.2 Where the Customer should use other telecommunication means to submit their offer, the Provider shall only accept an offer submitted by the Customer in this manner if the Provider confirms this in text form. This order confirmation shall result in a contract being concluded between the Customer and the Provider.
2.2 On submission of an offer via the Provider’s online order form (website), the contractual wording shall be stored by the Provider and sent to the Customer in text form (e.g via e-mail, fax or post) along with these General Terms and Business of the Provider. Once the Customer has submitted their order, the contractual wording can no longer be retrieved by the Customer via the Provider’s website.
2.3 Prior to the binding submission of the order via the Provider’s online order form, the Customer may amend any entries they have made by using the functions customarily provided by a keyboard or mouse. All entries shall furthermore be displayed in a confirmation window prior to a binding order being submitted and may be amended there using functions customarily provided by a keyboard or mouse.
2.4 German or English shall be provided as the language for concluding the contract.
3. Services provided by the Provider
3.1 The range of services provided by the Provider shall include services relating to the determination and predictability of the germination of plant seeds, as described in detail on the Provider’s website, as well as other information parameters concerning specific orders.
3.2 Upon submission of the order, the Provider shall ship a test kit to the delivery address which the Customer has stated in the order within 14 days of the order confirmation being sent. Saturdays and Sundays as well as national holidays are hereby excluded from the aforementioned calculation for the shipping deadline. Should the Customer transmit to the Provider the measured values of the sample, as determined using a photometer and in conformity with the instructions supplied, the Provider shall provide the Customer with the results of the test and analysis within the correspondingly prescribed deadlines and no later than 14 days after receipt by the Provider of the measured values. The Provider shall notify the Customer via e-mail that the results are available and either send these to the Customer directly or make them available via an access code.
4. Customer’s duty to cooperate
4.1 The Customer shall be required to measure the sample in accordance with the instructions supplied and to transmit the measured values recorded using a photometer to the Provider via an electronic data communication channel. To the extent that the Customer does not proceed in compliance with the instructions, the Provider shall be entitled to refuse to analyse the transmitted measured values.
4.2 The test kits supplied to the Customer are to be inspected and verified by the Customer without delay – and no later than seven days after their receipt – to determine that there are no apparent defects and that they have not been damaged while in transit. Any losses, defects or other grounds for complaint must be reported to the Provider in text form without delay.
4.3 Where the Customer culpably fails to observe or infringes a duty to cooperate or the analytical performance and/or the supply of the test kits is delayed for reasons attributable to the Customer, the Provider shall be entitled to require the Customer to recompense the resulting damage, including any additional expenses. Any and all further claims which the Provider may assert shall hereby be reserved.
5. Pricing and terms of payment
5.1 The prices which the Provider sets for entrepreneurs within the meaning of Article 1.2. are net prices and understood to be exclusive of statutory value-added tax.
5.2 Any and all shipping and packaging costs additionally incurred shall always be shown separately to the Customer in the course of the ordering process.
5.3 The Customer shall be able to effect payment using any of the means shown on the Provider’s website.
5.3.1 Where the “credit card” option is chosen as the method of payment, the Customer shall, after submitting their binding order, be required to transmit the data required to debit the order amount from the credit card. Should it prove impossible to successfully complete the credit card transaction for reasons beyond the control of the Provider, the Customer shall be obliged to transfer the entire payable amount to the following seedalive GmbH bank account within a period of seven days:
5.3.2 Where orders placed by new customers are concerned, the Provider reserves the right to agree on “cash in advance” given the increased risk of new customers defaulting on payment. In this instance, payment is then due immediately upon conclusion of the contract. The delivery period shall only commence once the Provider has received the purchase price in full.
5.3.3 If “payment against invoice” is agreed, the invoice must be settled within 14 days of receipt of invoice. Where several individual deliveries are concerned, the relevant enclosed invoice must be settled 14 days after receipt of the relevant individual invoice. After expiry of this payment deadline, the Customer shall automatically be deemed to have fallen into arrears without being sent a payment reminder. Interest on arrears in the amount of nine percentage points above the relevant base rate pursuant to Section 247 BGB shall be charged on the invoice amount for the time that the invoice is past due, whereby the Provider shall be at liberty to assert further damages.
5.4 The Customer may only set off counterclaims which the Provider does not dispute or which have been established as final and absolute (res juridicata). The Customer may not exercise a right of retention which is founded on the same legal relationship.
6. Invoice control
Invoices issued by the Provider must be checked by the Customer without delay to ensure that they are correct, in particular where the rate of value-added tax is concerned. Any and all complaints or incorrect rates of value-added tax must be reported to the Provider in text form within 14 days of receipt of invoice. Should the Provider not receive such a notification from the Customer within this 14-day period, the rate of value-added tax stated by the Provider shall be decisive. In the event of an infringement of the duty to notify, the Customer shall be obliged to pay the Provider compensation in accordance with the statutory provisions.
7. Terms of delivery
7.1 Test kits will be sent to the shipping address specified by the Customer unless otherwise agreed.
7.2 The scope of delivery shall be specified in the order confirmation issued by the Provider. The Provider shall be entitled to make partial deliveries unless otherwise agreed. Where partial deliveries are concerned, the Provider may issue partial invoices to be settled by their relevant due date.
7.3 Unless otherwise agreed, the Provider shall be at liberty to choose the packaging, shipping method and shipping route at its sole discretion. The Provider shall not be obliged to obtain transportation insurance cover. Should the Customer request that the Provider obtain transportation insurance cover, the Customer shall make this known to the Provider and assume the costs of such insurance. Failing any Customer instructions to the contrary, the Provider shall be entitled to determine, at its sole discretion, the nature, scope and extent of the transportation insurance to be concluded.
7.4 Any and all customs duties, fees, taxes and other public duties or levies shall be borne by the Customer.
8.1 No claims for compensation asserted by the Customer shall be accepted. This shall not apply in the case of damage claims asserted by the Customer resulting from injury to life, limb or health or an infringement of material contractual duties (cardinal duties) or from liability for other damage based on a wilful or gross negligent breach of duty on the part of the Provider, its legal representatives or vicarious agents. Material contractual duties are those duties which must necessarily be performed in order to achieve the objectives of the contract.
8.2 Where an infringement of material contractual duties is concerned, the Provider shall only be liable for foreseeable damage typical for this type of contract if the damage is the result of simple negligence, unless the Customer’s damage claims result from injury to life, limb or health.
8.3 The restrictions defined in Articles 9.1 and 9.2 shall also apply for the benefit of the Provider’s legal representatives and vicarious agents where claims are asserted against them directly.
8.4 The limitations of liability resulting from Articles 9.1 and 9.2 shall not apply if, and to the extent that, the Provider has wilfully concealed the defect or has assumed a guarantee for the quality of the analytical service. The provisions of Germany’s product liability law shall remain unaffected.
9. Force majeure
Where delivery of test kits and/or the analytical service becomes impossible or in the case of delays, the Provider shall not be held liable if, and to the extent that, such circumstances have been caused by force majeure or any other events beyond the control of the Provider not foreseeable at the time the contract was concluded, in particular, but not limited to, all forms of operational disruptions; pandemics; difficulties procuring materials or energy; transportation delays; strikes; lawful lockouts; shortages of labour, energy or raw materials; economic sanctions; as well as difficulties obtaining required official permits or administrative action; or any missed, incorrect or delayed deliveries from suppliers. Where such events significantly impact the Provider’s ability to supply the test kits and/or analytical service or make such delivery impossible and the hindrance is not only of a temporary nature, the Provider shall have the option of withdrawing from the contract. Should the hindrances be of a temporary nature, the delivery periods in respect of goods and/or services and the deadlines shall be extended by the period of time during which the hindrance prevails plus an additional week from the end of the hindrance. Where it has become unreasonable for the Customer to take receipt of the test kits and/or analytical service as a result of the delay, the Customer may withdraw from the contract provided that the Provider is notified in writing thereof without delay. If the Provider is the party to withdraw from the contract, it shall be obliged to inform the Customer without delay of the non-availability of the goods or service and immediately refund any down-payments that may have been made on the purchase price.
10. Disruptions in performance
10.1 The Provider may demand immediate settlement of all payment claims and require payment in advance or the provision of a security in return for its services should the Customer’s financial circumstances or earning capacity deteriorate significantly or the Customer’s assets become severely compromised; in all other respects, Section 321 BGB shall apply.
10.2 Should the Customer remain in arrears for longer than seven days despite being served a reminder, the Provider shall be entitled to refuse to supply any further analytical services to the Customer.
11. Copyrights and confidentiality
11.1 The Provider expressly reserves all copyrights to expert reports, test reports, analyses and similar deliverables and performance results that are created and to which such rights may accrue.
11.2 The duplication and/or publication of any expert reports, test reports, analyses and similar deliverables and performance results created by the Provider shall require the prior written consent of the Provider. The Provider shall not withhold its consent without an objective reason.
11.3 Upon delivery of the expert reports, test reports, analyses and similar deliverables and performance results, the Provider shall transfer to the Customer the rights of use to the analytical results in the scope required in order to serve the Customer’s entrepreneurial purposes in the ordinary course of business.
11.4 Failing any specific agreements to the contrary in individual cases, the Provider shall provide the corresponding expert reports, test reports, analyses and any similar findings acquired in connection with an order solely to the Customer. The Provider shall not divulge any facts of which it becomes aware in connection with the activities it undertakes on behalf of the Customer and shall hold in confidence all information which is not public knowledge or has not fallen into the public domain.
11.5 The Provider shall be allowed to store, for internal evaluation and for research and development purposes, test and/or analytical results which it has ascertained and to use and publish such results in aggregated and anonymised form for research and marketing purposes. In doing so, the legitimate corporate concerns of the Customer must be taken into account.
11.6 The Customer shall not be permitted to acquire confidential information through reverse engineering. Reverse engineering is defined as being all acts, including observation, testing, examination and dismantling and, where appropriate, re-assembly activities aimed at gaining access to confidential information, processes or methods belonging to the Provider.
12. Place of fulfilment, applicable law, court of jurisdiction, severability, language
12.1 The place of fulfilment for all obligations and duties shall be Osnabrück, Federal Republic of Germany.
12.2 These General Terms and Conditions of Business as well as the entire legal relations between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
12.3 The sole court of jurisdiction for all disputes arising from and in connection with the contract between the Provider and the Customer shall be Osnabrück, Federal Republic of Germany, except where the law prescribes a different sole court of jurisdiction.
12.4 In the event that any provisions contained in these General Terms and Conditions of Business be ineffective, the remaining provisions shall not be affected. The ineffective provision shall be replaced by one which most closely reflects the originally intended commercial objective. This shall equally apply in the event of any gaps or omissions.
12.5 These General Terms and Conditions of Business have been executed in two counterparts in German and English, whereby the German version shall be the overriding contractual language in case of doubt.
Current as of: July 2022