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TERMS AND CONDTIONS

§ 1 General – Scope of Application
(1) All deliveries shall be made on the basis of the following terms and conditions of sale and delivery. These shall form the basis of all offers and agreements and shall be deemed accepted by placing the order or accepting the delivery for the duration of the entire business relationship. Deviating terms and conditions that have not been expressly acknowledged in writing shall not be binding for CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH, even if they have not been expressly objected to.

(2) Commercial agents of CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH are authorized solely to broker, but not to conclude transactions on behalf of CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH.

(3) The offers of CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall always be subject to change, unless otherwise stated in the order confirmation.

(4) The Terms and Conditions of Sale and Delivery of CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall apply only to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

(5) The documents belonging to the offer, such as drawings, illustrations, technical data, references to standards as well as statements in advertising material, shall not constitute guarantees within the meaning of § 276 para. 1 BGB unless they are expressly designated as such in writing.

§ 2 Prices – Terms of Payment
(1) Unless otherwise stated in the order confirmation, the prices shall apply ex works excluding transport packaging; this shall be invoiced separately. Within the scope of the statutory regulations, CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall take back the packaging delivered by it if it is returned to it by the Buyer within a reasonable period of time, carriage paid. The statutory value added tax is not included in the prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing. The price shown in the order confirmation is binding.

(2) Payment shall be made without deduction 30 days after the invoice date. The date of receipt of the payment by Crevil Cosmetics & Pharmaceuticals Germany GmbH Cosmetics & Pharmaceuticals Germany GmbH shall be decisive. The deduction of discounts shall require a special written agreement.

(3) If the Buyer is in default of payment, CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall be entitled to call in all receivables. If the payment deadline is exceeded, CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall also be authorized to demand security or advance payment. Interest of 5% above the base interest rate shall be charged on due monetary claims. The right to claim further damages is reserved.

(4) The Buyer may only offset claims of CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH against claims of CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH if its counterclaim is undisputed or a legally binding title exists; the Buyer may only assert a right of retention insofar as it is based on claims from the purchase contract.

§ 3 Delivery
(1) Delivery dates and delivery periods shall be specified in writing. Delivery periods shall commence upon conclusion of the contract and shall be deemed to have been complied with if the delivery item has left the premises of the entrepreneur commissioned with the delivery by the time they expire.

(2) If CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH is prevented from delivering the object of purchase due to a circumstance for which CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH or a vicarious agent is responsible, is prevented from delivering the purchased item on the agreed date or within the agreed period (delay in delivery), CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall be liable in accordance with the statutory provisions. If the delay in delivery is only due to a breach of a non-essential contractual obligation, the Buyer may claim liquidated damages for the delay in an amount not exceeding 15% of the value of the delivery. The contractor commissioned with the delivery shall not be a vicarious agent of Crevil Cosmetics & Pharmaceuticals Germany GmbH.

(3) Force majeure and events that temporarily prevent us, through no fault of our own, from delivering the purchased goods on the agreed date or within the agreed period shall entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period. If corresponding disruptions lead to a postponement of performance of more than four months, the purchaser may withdraw from the contract. Other rights of withdrawal shall remain unaffected.

(4) The Buyer shall be obliged to accept the purchased goods. If the Purchaser is in default of acceptance, CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall be entitled to demand compensation for the resulting damage.

(5) CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall be entitled to make partial deliveries; they shall be considered individual transactions.

(6) In case of follow-up orders (contracts), CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH undertake to manufacture the ordered quantity in whole or in the required parts and to keep it in stock for the buyer for 6 months. The ordered quantity must be delivered within 6 months. After the expiration of 6 months CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH are entitled to deliver the ordered quantity and to invoice the delivered quantity.

§ 4 Transfer of risk
(1) Upon handover of the goods to a forwarding agent or carrier, but no later than upon leaving the premises of the contractor commissioned with the delivery or the premises of CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH, the risk shall pass to the Buyer for all transactions, including “carriage paid” and “free domicile” deliveries. Duty and costs of unloading shall be borne by the Buyer.

(2) CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall provide insurance solely upon timely instruction and at the expense of the Buyer.

§ 5 Notification of defects
(1) Notices of defects shall only be taken into account within the meaning of § 377 of the German Commercial Code (HGB) if they are submitted in writing to CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH without undue delay, but at the latest within eight days of receipt of the goods, by sending in receipts, samples, packing slips and stating the invoice number and invoice date.

(2) In the case of hidden defects, the written complaint must be made immediately after discovery of the defect, but at the latest within five months after receipt of the goods; the statute of limitations shall remain unaffected. The burden of proof that the defect is a hidden defect shall lie with the Buyer.

(3) The limitation period for material defects in newly manufactured goods shall be one year.

§ 6 Liability for defects
(1) The provision of samples prior to or on the occasion of the conclusion of the purchase shall not constitute an agreement on a specific quality of the goods, but shall merely be an illustrative sample showing the approximate character of the goods.

(2) The Purchaser’s claims for remedy of defects are primarily limited to supplementary performance, i.e., repair or replacement. CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH reserves the right to choose between rectification of defects or replacement delivery. In case of failure of the rectification or replacement delivery, the buyer can demand a reduction or withdraw from the contract. The rectification of defects shall be deemed to have failed if and to the extent that a deadline set for the rectification of defects has expired without result. The prerequisites for exercising the right of withdrawal shall be determined in accordance with § 323 BGB.

(3) CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall bear the expenses necessary for the purpose of remedying the defect or subsequent delivery, in particular transport, travel, labor and material costs, insofar as the costs are not increased by the fact that the purchased item was brought to a place other than the place of performance.

(4) The Purchaser’s claims arising from liability for material defects shall be subject to the condition that the Purchaser has duly and punctually complied with its obligations to examine the goods and to give notice of defects pursuant to § 377 of the German Commercial Code (HGB).

§ 7 Entrepreneur’s recourse
(1) If the Purchaser resells the sold item to a consumer within the scope of his commercial operation and had to take back this item or reduce the purchase price as a result of its defectiveness, the Purchaser may assert his material defect liability claims against CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH without setting a deadline.

(2) The Buyer may also demand reimbursement of expenses which it has to bear in relation to the consumer if the defect asserted by the consumer was already present at the time the risk passed to the Buyer. Expenses are in particular transport, travel, labor and material costs.

(3) The Buyer shall not be entitled to claim damages within the scope of this entrepreneurial recourse.

(4) The Buyer’s obligations to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB) shall remain unaffected by the above provisions.

§ 8 Retention of title
(1) All delivered goods shall remain the property of CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH until all claims arising from the business relationship have been satisfied, regardless of the legal basis, including future or conditional claims.

(2) The Buyer shall be entitled to resell the delivery items in the ordinary course of business and as long as he is not in default, provided that the claims from the resale shall pass to CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH in the amount of the final invoice amount of the purchase price claim owed by him (including VAT), irrespective of whether the delivery items have been resold without or after processing. The Buyer shall remain authorized to collect these claims even after the assignment. The authority of Crevil Cosmetics & Pharmaceuticals Germany GmbH to collect the receivables itself shall remain unaffected by this. CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH undertakes not to collect the claims itself as long as the purchaser meets its payment obligations in accordance with the contract and is not in default of payment. If one of the last-mentioned circumstances has occurred, the Buyer shall, at the request of CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH, provide CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH with all information required to collect the assigned claim and hand over the associated documents, and notify the debtors (third parties) concerned of the assignment. Insofar as the Buyer does not notify the third parties of the assignment at the first request of Crevil Cosmetics & Pharmaceuticals Germany GmbH, CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall be entitled to notify the third parties of the assignment.

(3) Processing of the reserved goods shall be carried out for CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH as manufacturer within the meaning of § 950 BGB (German Civil Code), without obligating CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH. The processed goods shall be deemed reserved goods within the meaning of § 10, Para. 1. In the event of processing, combination and mixing of the reserved goods with other goods by the Purchaser, CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other items used at the time of processing. If the mixing is carried out in such a way that the Buyer’s item is to be regarded as the main item, it shall be deemed agreed that the Buyer shall transfer co-ownership to CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH on a pro rata basis. The Customer shall keep the sole ownership or co-ownership thus created for Crevil Cosmetics & Pharmaceuticals Germany GmbH.

(4) If the value of existing securities exceeds the claims to be secured by more than 10%, CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall be obligated to release securities of Crevil Cosmetics & Pharmaceuticals Germany GmbH choice at the Buyer’s request.

§ 9 Changed circumstances of the Buyer
(1) If the financial circumstances of the Purchaser deteriorate significantly, if the Purchaser disposes of the goods delivered by CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH under reservation of title outside the ordinary course of business, or if the Purchaser dissolves its business, CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall be entitled to make all claims due immediately, to repurchase bills of exchange at the purchaser’s expense and to continue delivery only against advance payment or provision of security.

(2) In the event of cessation of payments or over-indebtedness of the Buyer or in the event of an application for insolvency or composition proceedings against its assets, CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall be entitled, at its option, either to assert the above rights or to withdraw from the contract in accordance with the statutory provisions.

§ 10 Data Protection
CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall be entitled to electronically store and process all data about the Buyer that are related to the business relationship for the purpose of executing the contract in compliance with the provisions of the Federal Data Protection Act.

§ 11 Industrial property rights
(1) CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall retain the property rights and copyrights to cost estimates, drafts, drawings and other documents; they may be made accessible to third parties only in agreement with CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH. Drawings and other documents belonging to offers shall be returned upon request.

(2) The same shall apply to formulations, designs, trademarks, registered designs and other industrial property rights associated with the delivered goods.

(3) The Purchaser shall only be entitled to the rights of use and exploitation necessary for the distribution of the goods.

(4) Insofar as CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH has delivered items according to drawings, models, samples or other documents provided by the Purchaser, the Purchaser shall guarantee that industrial property rights of third parties are not infringed. If third parties prohibit CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH in particular from manufacturing and delivering such items by invoking property rights, CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall be entitled, without being obligated to examine the legal situation, to cease any further activity in this respect and to demand compensation in the event that the Buyer is at fault. The Buyer also undertakes to immediately indemnify CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH from all third party claims in connection therewith.

§ 12 Place of Jurisdiction – Place of Performance – Choice of Law
(1) Insofar as the Buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the place of jurisdiction shall be the registered office of CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH; CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH shall, however, also be entitled to sue the Buyer at the court of the Buyer’s domicile.

(2) Unless otherwise stated in the order confirmation, the place of performance shall be the registered office of CREVIL COSMETICS & PHARMACEUTICALS GERMANY GMBH.

(3) The contract shall be governed exclusively by the laws of the Federal Republic of Germany. The validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
(4) Should individual provisions of the Terms and Conditions of Sale and Delivery be invalid, the validity of the remainder of the contract shall not be affected thereby. Ineffective provisions shall be replaced by the statutory provision.