General Terms and Conditions of Sale and Delivery
1. Scope of Application
1.1 These General Terms and Conditions of Sale and Delivery (“Terms and Conditions”) shall apply to all deliveries, sales, and related technical or other services provided by Cell2Green GmbH (“Cell2Green”) to entrepreneurs within the meaning of Section 14 German Civil Code (BGB), legal entities under public law, and special funds under public law.
1.2 These Terms and Conditions apply exclusively to business transactions with business customers (B2B). They do not apply to consumers.
1.3 Any purchasing terms or other business terms of the customer that conflict with or deviate from these Terms and Conditions shall only become part of the contract if Cell2Green has expressly agreed to them in text form. The unconditional delivery of goods or performance of services shall not constitute such consent.
1.4 Individual agreements set forth in an offer, order confirmation, or separate contract shall prevail over these Terms and Conditions.
2. Offers, Conclusion of Contract, and Scope of Performance
2.1 Offers made by Cell2Green are non-binding unless expressly stated otherwise. A contract shall be concluded upon Cell2Green’s order confirmation, execution of a written contract, or performance of the delivery or service.
2.2 The type, scope, and quality of the delivery or service owed shall be determined exclusively by the individual offer, order confirmation, and any specifications expressly agreed as binding. Pre-contractual technical information, test results, or target values shall only become part of the contract if expressly confirmed in text form.
2.3 Technical documents, data sheets, presentations, illustrations, drawings, as well as weight, dimensional, performance, and other technical specifications are provided solely for the purpose of describing the product or development stage. They do not constitute a guarantee or warranty of quality unless expressly assumed by Cell2Green in text form.
2.4 Cell2Green reserves the right to make technical modifications to products or processes, provided that such modifications do not materially impair the agreed purpose of use or expressly agreed properties.
3. Products, Samples, Pilot Batches and Technical Information
3.1 Cellulose-based materials may be subject to variations caused by raw materials, processes, or production batches. Deviations resulting from production that do not exceed expressly agreed limits and do not materially affect the intended use shall not constitute defects.
3.2 Samples, specimen products, prototypes, pilot batches, and products expressly designated as development products are intended primarily for technical evaluation. They may differ from later commercial production products with regard to manufacturing process, appearance, dimensions, mechanical properties, barrier properties, surface characteristics, or other product features.
3.3 Information relating to sample and development products, as well as test results, measured values, and technical recommendations, are based on the respective stage of development and knowledge. They do not constitute a guarantee of specific properties or suitability for a particular application unless expressly confirmed by Cell2Green in text form.
3.4 For products expressly supplied as samples, prototypes, or pilot batches, no claim shall arise regarding the reproducibility of specific characteristics in future batches unless expressly agreed otherwise.
4. Suitability Testing and Use by the Customer
4.1 The customer is responsible for determining whether the product is suitable for its intended application, processing methods, equipment, packaging, storage conditions, and operating environment.
4.2 Any application advice, test data, or technical support provided by Cell2Green shall not relieve the customer of its obligation to conduct its own testing and approvals. This applies in particular to new or customer-specific applications and to samples, prototypes, and pilot batches.
4.3 The customer shall be solely responsible for verifying compliance with any legal, regulatory, or technical requirements applicable to the intended use, unless Cell2Green has expressly confirmed such compliance in text form.
5. Prices and Terms of Payment
5.1 Unless otherwise agreed, all prices are net prices and exclusive of applicable value-added tax (VAT), packaging, transportation, shipping, customs duties, and any other ancillary costs.
5.2 Invoices are due for payment within fourteen (14) calendar days of receipt without deduction, unless different payment terms have been specified in the offer, order confirmation, or a separate agreement.
5.3 Cell2Green may require reasonable advance payments, partial payments, or milestone payments, particularly for customer-specific production runs, samples, pilot batches, development services, or project-related work.
5.4 If an agreed advance or partial payment is not made on time, Cell2Green shall be entitled to postpone or suspend production, delivery, or performance until payment has been received. Agreed delivery and performance periods shall be extended accordingly.
5.5 In the event of late payment, the statutory provisions shall apply. For commercial payment claims, the statutory default interest rate shall be nine percentage points above the applicable base interest rate pursuant to Section 288(2) BGB. Further statutory claims remain unaffected.
5.6 The customer may only offset claims or exercise rights of retention with undisputed claims, claims established by final court judgment, or claims arising from the same contractual relationship.
6. Delivery, Delivery Times, and Force Majeure
6.1 Delivery and performance deadlines shall only be binding if expressly agreed as binding. Such deadlines shall not commence until all technical and commercial issues have been clarified and the customer has fulfilled all required cooperation obligations, approvals, and advance payments.
6.2 If delivery or performance is delayed due to circumstances beyond Cell2Green’s control, agreed deadlines shall be extended accordingly.
6.3 This includes, in particular, force majeure events, governmental actions, energy or utility disruptions, transportation disruptions, labor disputes, significant shortages of raw materials or intermediate products, machinery breakdowns, production failures, and comparable events beyond Cell2Green’s control.
6.4 Delays caused by the customer, including delayed approvals, specifications, provision of materials, cooperation duties, or payments, shall extend agreed deadlines by at least the duration of the delay plus a reasonable restart period.
6.5 Cell2Green is entitled to make reasonable partial deliveries and perform partial services where acceptable to the customer.
6.6 If an impediment to performance continues for an unreasonable period and continued performance can no longer be reasonably expected from either party, the affected party may withdraw from the contract with respect to the unperformed portion.
7. Transfer of Risk, Shipment, and Retention of Title
7.1 Unless otherwise agreed, delivery shall be made ex the delivery location designated by Cell2Green. If goods are shipped at the customer’s request, the risk of accidental loss or deterioration shall pass to the customer upon handover to the carrier, freight forwarder, or other transport service provider, to the extent permitted by law.
7.2 Delivered goods shall remain the property of Cell2Green until all claims arising from the respective supply contract have been paid in full.
7.3 The customer may process or resell the goods subject to retention of title in the ordinary course of business unless otherwise agreed.
7.4 In the event of significant payment arrears or other material breaches of contract, Cell2Green may reclaim the retained goods in accordance with applicable statutory provisions.
8. Inspection, Notice of Defects, and Warranty
8.1 Where the transaction constitutes a commercial transaction for both parties, the inspection and notification obligations under Section 377 of the German Commercial Code (HGB) shall apply. Apparent defects must be reported without undue delay after delivery, and hidden defects without undue delay after discovery.
8.2 In the event of justified warranty claims, Cell2Green shall first be given the opportunity to remedy the defect. To the extent permitted by law, Cell2Green may choose between repair and replacement.
8.3 If subsequent performance fails, is impossible, or unreasonable for the customer, the customer shall be entitled to the statutory warranty remedies.
8.4 The limitation period for warranty claims relating to newly manufactured movable goods shall be one year from the statutory commencement of the limitation period, to the extent legally permissible.
8.5 No defect shall exist where a deviation results from unsuitable use or processing, improper storage, failure to conduct suitability testing, or modifications made after delivery, provided Cell2Green is not responsible for such circumstances.
8.6 For products expressly supplied as samples, prototypes, pilot batches, or development products, freedom from defects shall be determined solely by the expressly agreed properties. Deviations from target values, test results, or characteristics of later production products that were not expressly agreed shall not constitute defects.
9. Liability
9.1 Cell2Green shall have unlimited liability for damages arising from injury to life, body, or health caused by intentional or negligent breaches of duty by Cell2Green, its legal representatives, or agents.
9.2 Cell2Green shall have unlimited liability for other damages in cases of intent or gross negligence.
9.3 In the event of a slightly negligent breach of a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract at the time of its conclusion.
9.4 Any further liability for slight negligence is excluded.
9.5 The above limitations of liability shall not apply where mandatory statutory liability exists, including under the German Product Liability Act, in cases of fraudulent concealment of defects, or where an express guarantee has been given.
10. Know-how, Documentation, and Intellectual Property Rights
10.1 Existing patents, intellectual property rights, processes, formulations, process know-how, technical information, documentation, and other proprietary know-how of Cell2Green (“Background IP”) shall remain the sole property of Cell2Green.
10.2 Drawings, calculations, technical documentation, test plans, samples, and other information provided by Cell2Green may not be used, reproduced, or disclosed to third parties beyond the agreed contractual purpose without prior consent.
10.3 Ownership and usage rights relating to results, data, inventions, and intellectual property generated in joint development, pilot, or research projects shall be governed exclusively by the relevant project agreement.
10.4 Any technical information, specifications, materials, or intellectual property rights provided by the customer shall remain the property of the customer. Cell2Green shall receive only those rights necessary to perform the respective contract.
11. Confidentiality
11.1 Any non-public technical, commercial, or other confidential information disclosed within the business relationship shall be treated confidentially and used solely for the agreed contractual purpose.
11.2 The confidentiality obligation shall not apply to information that was already publicly known, becomes publicly known without breach of confidentiality, is lawfully obtained from a third party, or is independently developed.
11.3 Statutory disclosure obligations and disclosures to authorities, courts, advisors, or other persons bound by confidentiality shall remain unaffected where required.
11.4 Separate confidentiality or non-disclosure agreements (NDAs) shall take precedence over these provisions.
12. Governing Law, Jurisdiction, and Final Provisions
12.1 The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12.2 If the customer is a merchant, a legal entity under public law, or a special fund under public law, the registered office of Cell2Green shall be the exclusive place of jurisdiction to the extent permitted by law. Cell2Green shall remain entitled to bring proceedings at the customer’s general place of jurisdiction.
12.3 Should any provision of these Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall replace any invalid provision.