General terms of business
1. Scope of validity
BEAUTY PRODUCTION GmbH is only prepared to conclude the contract on the basis of these General Terms and Conditions of Business, which are published in German. We reject the applicability of other Terms and Conditions of Business, in particular insofar as these are opposed to or derogate from the Terms and Conditions of Business of BEAUTY PRODUCTION GmbH; BEAUTY PRODUCTION GmbH is not bound by such General Terms and Conditions of Business. Only the Terms and Conditions of BEAUTY PRODUCTION GmbH shall be decisive for all deliveries, including those resulting from future business transactions.
2. Offer and conclusion of contract
Offers made by BEAUTY PRODUCTION GmbH remain subject to alteration at all times, unless they are made on a fixed-term basis. Orders shall only be deemed to have been accepted after they have been confirmed by the Seller in writing. Only the written confirmation provided by BEAUTY PRODUCTION GmbH shall be decisive as far as the subject matter of the contractual relationship. Templates shall be considered as representative samples, template features are not guaranteed. Sales employees, in particular employees of the sales force of BEAUTY PRODUCTION GmbH, are not authorised to conclude verbal side agreements, nor give verbal assurances that go beyond the subject matter of the contract concluded in writing.
Unless agreements have been made to the contrary in writing, delivery shall take place within the agreed delivery times and shall be made from our respective distribution warehouse (place of performance). Circumstances rendering it impossible, or excessively difficult, to manufacture or deliver the product being sold, as well as any event of force majeure, regulatory action, business interruption or traffic disruption, or similar, including insofar as these affect the suppliers of BEAUTY PRODUCTION GmbH, release BEAUTY PRODUCTION GmbH from its delivery obligations for the duration of the obstruction and its repercussions. The Seller is under no obligation to perform subsequent delivery of the quantities which failed to be delivered as a result of the above. Any claims for compensation on the part of the contractual partner (Buyer) are excluded. An exception is made for damage that arises as a result of injury to life, limb or health, provided that BEAUTY PRODUCTION GmbH is responsible for the breach of duty, and other damage caused by a breach of duty as a result of wilful intent or gross negligence. A breach of duty on the part of a legal representative or agent of BEAUTY PRODUCTION GmbH is equivalent to that on the part of the company itself. In the event of an order being cancelled, the Buyer reserves the right to further claims and undertakes to provide compensation for the damage to applications incurred by BEAUTY PRODUCTION GmbH, as well as for profit potentially lost. In the event of a non-delivery, the Buyer is only entitled to withdraw from the contract, however no earlier than three months after the agreed delivery date. Further claims shall be waived.
Should the article be packaged in a container supplied by the Buyer, no liability shall be assumed for the packaging being suitable. BEAUTY PRODUCTION GmbH is entitled to reprimand for unsuitable packaging material. Should a subsequent delivery of the packaging material being objected to not take place within a period of two weeks, BEAUTY PRODUCTION GmbH is entitled to employ suitable material at the customer’s expense. In this respect, BEAUTY PRODUCTION GmbH endeavours to employ suitable material that conforms to the customer’s wishes. All risks are transferred to the Buyer as soon as the ordered article leaves the distribution warehouse or has been made available to the Buyer. Shipping damage is to be reported to BEAUTY PRODUCTION GmbH without delay. Should a freight forwarder have been commissioned to execute the delivery, any damage that has occurred shall be recorded in the consignment note. In the event of railway shipments, a certificate issued by the rail authorities shall be requested and submitted without delay. In each case, the terms and conditions of the freight forwarder in question shall be taken into consideration in the event of shipping damage, and claims for da
mages shall also be asserted against the former. BEAUTY PRODUCTION GmbH is entitled to perform part deliveries or carry out partial performance at all times. Over-deliveries or short deliveries of 10% of the contractually agreed quantities are permissible.
5. Notice of defects
Compliance with the delivery and performance obligations of BEAUTY PRODUCTION GmbH requires the contractual partner (Buyer) to comply with its contractual obligations in proper form and a timely manner. The Buyer is obliged to inspect the article within eight days of receipt. BEAUTY PRODUCTION GmbH shall be notified of any possible defects in writing within this period of time. Notice of defects submitted at a later date will no longer be acknowledged. The Buyer shall retain the article being objected to until a final decision is made by BEAUTY PRODUCTION GmbH regarding the rejection or recognition of warranty obligations and may only return said article with the consent of BEAUTY PRODUCTION GmbH. The Buyer shall make it possible for BEAUTY PRODUCTION GmbH to inspect said article in each and every case. At the option of BEAUTY PRODUCTION GmbH, the warranty obligations may extend to credit notes, replacement delivery, conversion, reduction or subsequent improvement. BEAUTY PRODUCTION GmbH will not assume the costs of any analyses commissioned by the Buyer. Regardless of the product name used by BEAUTY PRODUCTION GmbH, correct labelling pursuant to foodstuff legislation at the time of the article being purchased is the responsibility of the Buyer. In the event of a substantiated notice of defects, BEAUTY PRODUCTION GmbH is solely obliged to take back the delivered article and, at the option of BEAUTY PRODUCTION GmbH, to either reduce the purchase price by an amount proportionate to the defective article or article being objected to, or to deliver a replacement item free of defects. If replacement delivery takes place but comes to nothing, the Buyer is entitled to either withdraw from the contract or to reduce the purchase price. Any claims of the Buyer extending beyond this scope are excluded.
6. Statute of limitations
Buyer’s claims on the grounds of material defects shall lapse within six months of the article being received, unless reported in writing within this period of time. If third parties interfere, or if the article is not used, stored or handled, etc., as intended, any liability on the part of BEAUTY PRODUCTION GmbH shall lapse.
7. Price, payment terms, cooperation obligations of the Buyer
7.1. Suppliers of BEAUTY PRODUCTION GmbH reserve the right to make changes to prices under any circumstances. Said changes may be passed on to the Buyer. Only the quantities, masses and weights ascertained by the factories or distribution warehouses of the Seller upon dispatch are decisive as far as invoicing is concerned. Invoices issued by BEAUTY PRODUCTION GmbH are payable immediately upon receipt, strictly net, unless agreements to the contrary have been made in writing. In the event of the payment deadline being missed, from said deadline onwards, BEAUTY PRODUCTION GmbH is entitled to add interest to the purchase price, amounting to 8% above the basic interest rate of the European Central Bank applicable at the time. Further damage caused by the delay remains expressly reserved. Furthermore, BEAUTY PRODUCTION GmbH is entitled to suspend further deliveries until the Buyer has settled the outstanding receivables in full. BEAUTY PRODUCTION GmbH reserves the right to assign receivables to third parties.
7.2. The Buyer shall support BEAUTY PRODUCTION GmbH in rendering the services owed under the contract. The Buyer is obliged to provide the services to be rendered by it (e.g. notification of the delivery address, supplying labels, supplying suitable packaging, supplying raw materials provided) in good time. In the event of a delay on the part of the Buyer, BEAUTY PRODUCTION GmbH is entitled to invoice the manufacturing costs incurred by it up to that point in time. If this is the case, the Buyer’s delay shall be deemed to occur no later than 24 days following the receipt of a written notice from BEAUTY PRODUCTION GmbH.
8. Retention of title
8.1. All delivered goods remain property of BEAUTY PRODUCTION GmbH until the Buyer has settled all accounts receivable, in particular receivables from outstanding bills and cheques, as well as receivables from the respective account balance of the business relationship with BEAUTY PRODUCTION GmbH.
8.2. As manufacturer within the meaning of Section 950 of the German Civil Code [Bürgerliches Gesetzbuch], BEAUTY PRODUCTION GmbH shall process goods delivered under the retention of title, without this giving rise to any obligations on the part of BEAUTY PRODUCTION GmbH. Whenever the Buyer processes other goods, ones that neither belong to BEAUTY PRODUCTION GmbH, nor have been delivered by the latter, BEAUTY PRODUCTION GmbH is entitled to joint ownership of the new item, in particular in proportion to the invoice value of the delivered article subject to the retention of title to the invoice value of the goods being processed. The same applies in the event of confusion.
8.3. Should the provision concerning progression lapse as a result of connection, processing or confusion, the Buyer shall, at this time already, assign to BEAUTY PRODUCTION GmbH its rights with regard to the new item or the new product, in the amount of the invoice value of the respective delivered item subject to the retention of title. The Buyer shall store the new item or the new product for BEAUTY PRODUCTION GmbH free of charge. The joint ownership rights that arise shall also be deemed to constitute a provision concerning progression for BEAUTY PRODUCTION GmbH..
8.4. The Buyer is entitled to keep track of the goods subject to the retention of title as part of customary course of business, as long as the Buyer is not in default with regard to the services it owes to BEAUTY PRODUCTION GmbH. The Buyer is obliged to arrange a retention of title with its customers. The receivables of the Buyer arising from the resale are already deemed to have been assigned to BEAUTY PRODUCTION GmbH, in the amount of the purchase price which falls upon the provision concerning progression. BEAUTY PRODUCTION GmbH accepts this assignment today. The retention of title shall lapse in the event of a resale or once the purchase price has been paid to BEAUTY PRODUCTION GmbH in full. Should the Seller conclude, or have concluded, an open account agreement with its customers which results in the receivable from the resale not being transferred to BEAUTY PRODUCTION GmbH immediately, the receivable against the Buyer’s customer arising from the open account relationship shall be deemed to have already been assigned to BEAUTY PRODUCTION GmbH. BEAUTY PRODUCTION GmbH accepts this assignment today. All receivables of the Buyer arising from the resale of the good subject to the retention of title which have been assigned to BEAUTY PRODUCTION GmbH on the grounds of this condition shall serve to secure the receivable to the same extent as the good subject to the retention of title itself..
8.5. Der Käufer ist zur Einziehung der Forderung aus dem Weiterverkauf trotzdem ermächtigt. Die dem Käufer von der Firma BEAUTY PRODUCTION GmbH erteilte Einziehungsbefugnis bleibt von der Einziehungsermächtigung des Käufers unberührt. Die Firma BEAUTY PRODUCTION GmbH wird aber selbst die Forderungen nicht einziehen, solange der Käufer seinen Zahlungsverpflichtungen ordnungsgemäß nachkommt. Auf Verlangen der Firma BEAUTY PRODUCTION GmbH hat der Käufer die Schuldner der abgetretenen Forderung mitzuteilen und diesen die Abtretung anzuzeigen. Der Käufer hat die Firma BEAUTY PRODUCTION GmbH unverzüglich davon in Kenntnis zu setzen, wenn Zwangsvollstreckungsmaßnahmen in das Vorbehaltseigentum ausgebracht werden.
8.6. Should the Buyer acquire claims against an insurer or other third parties as a result of damage to, deterioration and loss of and other kind of decay of the good subject to the retention of title, said claims, along with all ancillary rights totalling the value of the good subject to the retention of title upon delivery, are already deemed to have been assigned to BEAUTY PRODUCTION GmbH, which hereby accepts the assignment.
8.7. This means that the retention of title is contingent and shall lapse automatically upon all receivables arising from the business relationship being settled in full. If this is the case, ownership of the good subject to the retention of title shall be transferred to the Buyer, with the Buyer also becoming entitled to the assigned receivables.
8.8. If the value of the securities exceeds the value of the receivables of BEAUTY PRODUCTION GmbH by more than 20%, BEAUTY PRODUCTION GmbH shall, upon being requested to do so by the Buyer, release securities to this extent at its option.
9. Payment terms
9.1. The invoiced amounts shall fall due within the term of payment specified on the invoice, in the invoice currency or its equivalent in euros, pursuant to the official exchange rate and without deduction. Any objections to the invoice shall be disclosed in writing without delay. The invoice is deemed to have been acknowledged 14 days after the invoice date at the latest.
9.2. The Buyer’s right to withhold performance is excluded during business transactions with traders. An offsetting on the part of the Buyer is not permitted if the latter’s counterclaim is acknowledged by BEAUTY PRODUCTION GmbH in writing, or has been established as having the force of law. 9.3. If the invoice is not settled, BEAUTY PRODUCTION GmbH is entitled to demand the payment of the interest rate agreed under Sub-section 7.2. of these Terms and Conditions.
9.4. In spite of possible provisions to the contrary on the part of the Buyer, BEAUTY PRODUCTION GmbH is entitled to charge payments to the Buyer’s older debts in the first instance. If this is the case, BEAUTY PRODUCTION GmbH shall notify the Buyer of the type and amount of the sum being charged without delay.
9.5. A payment is only deemed to have been made once the amount is available to BEAUTY PRODUCTION GmbH. Cheques and bills shall only be accepted on account of performance.
9.6. Should the Buyer be in arrears with its payment obligations vis-à-vis BEAUTY PRODUCTION GmbH by more than 14 days, all existing receivables shall become due immediately.
9.7. Any receivables in place vis-à-vis BEAUTY PRODUCTION GmbH may only be assigned subject to the latter’s written consent.
The Buyer alone is responsible for the products’ marketability in the country in question. The same applies to all statements on the packaging, either in textual or promotional form, as well within the environment of placing the product onto the market. Provided that the legal framework does, nevertheless, give rise to liability on the part of BEAUTY PRODUCTION GmbH, the Buyer shall indemnify BEAUTY PRODUCTION GmbH against all claims as part of their internal relationship and provide corresponding compensation for damages, including total costs incurred warding off said claims. In particular, this also applies to lawyer’s fees and court fees incurred. This provision also applies insofar as third-party rights are infringed upon as a result of the product in question being placed onto the market (e.g. industrial property rights or similar). In particular, this applies in the event of the Buyer exporting the goods of BEAUTY PRODUCTION GmbH to territories outside of the Federal Republic of Germany, especially should third-party intellectual property rights be infringed upon by the products of BEAUTY PRODUCTION GmbH. The same applies should bodily injury, damage to health or material damage arise as a result of products being used incorrectly.
11. Place of performance
Unless information to the contrary is outlined in the order confirmation, the place of performance is the registered office of BEAUTY PRODUCTION GmbH.
12. Place of jurisdiction/final provision
12.1. The place of jurisdiction is the court responsible for the registered office of BEAUTY PRODUCTION GmbH.
12.2. The performance of the contract, as well as its legal assessment, are governed by German law, regardless of whether the contract is concluded in Germany or abroad. Whatever the case may be, only German law to the exclusion of foreign law, in particular to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods and the law of the European Union, shall apply.
13. Severability clause
Should individual provisions of this contract, including this provision, be ineffective, either in part or in full, this shall not affect the effectiveness of the remaining provisions or parts of said provisions. The provisions shall be replaced by the applicable legislative regulations.
A product can only achieve its full use potential and take full effect if a sensible combination and quantity of raw materials is employed. This means that BEAUTY PRODUCTION GmbH attaches utmost importance to working together with modern laboratories and their up-to-date expertise. Our collective knowledge guarantees a high-quality product. Take advantage of our exponentiated knowledge!