General Terms and Conditions

Dinova-Saina-Group GmbH

General Terms and Conditions of Sale and Delivery of

Dinova-Saina-Group GmbH
Homberger Str.5
40474 Düsseldorf

Commercial Register: HRB 76625
Local court: Düsseldorf

General Terms and Conditions of Sale and Delivery of

Valid from 01 October 2022

A. General provisions

1. Contractual partners, scope of application, customers

(1) These General Terms and Conditions of Sale and Delivery (hereinafter referred to as the ‘General Terms and Conditions’) apply to all contracts – including future contracts – between Dinova-Saina-Group GmbH, Homberger Strasse 5, 40474 Düsseldorf (herein-after referred to as ‘Dinova’, the ‘Seller’ or ‘we/us’) and our customers (hereinafter re-ferred to as the ‘Customer’ or ‘you/your’) for the sale and delivery of goods (hereinaf-ter referred to as ‘Products’). If these General Terms and Conditions have not already been sent, they can be viewed and downloaded from the Internet at https://dinova-saina.com/allgemeine-geschaeftsbedingungen and saved by the Customer.
Unless otherwise agreed, these General Terms and Conditions in the version valid at the time of the Customer’s order or, in any case, in the version last communicated to him in text form, will also apply as a framework agreement to similar future contracts, wit-hout Dinova having to refer to them again in each individual case. By placing an order, the Customer accepts these General Terms and Conditions.
These General Terms and Conditions apply exclusively to entrepreneurs. An entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or self-employed professional activity (Section 14 (1) German Civil Code (Bürgerliches Gesetzbuch, hereinafter ‘BGB’)).
hese General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Customer shall only form part of the contract if and to the extent that we have expressly agreed to their validity This requirement of consent shall apply in any case, for example even if we carry out the delivery to the Customer in the knowledge of the Customer’s terms without reser-vation.
Subsidiary agreements, amendments and supplements must be made in text form to be effective (section 126b BGB).

2. Conclusion of contract

Our offers are non-binding and without obligation. This applies in particular to offers on our website and in our catalogues (e.g. print cam-paigns, pdf campaigns in electronic/digital form, newsletters, etc.) These merely constitute an invitation for the Customer to submit an offer. The contract is concluded when the Customer makes an offer that we accept.
By placing an order via our website or by e-mail, fax or telephone, the Customer makes a binding offer to purchase the product in question. Unless otherwise agreed, the Customer shall be bound by his offer for fourteen (14) calendar days from the time his offer is received by us. We are entitled to accept the offer within this period.
On receiving the Customer’s offer we immediately send him a confirmation of receipt (hereinafter ‘order confirmation’). This order confirmation does not constitute acceptance of the offer. The contract with the Customer is not concluded until we accept the order within the agreed acceptance period. Acceptance of the offer is declared by us either expressly by our sending a written or-der acceptance or by supplying the products to the Customer. On receipt by the Customer of the declaration of acceptance, a binding contract is concluded between the parties.
n deviation from the above paragraphs, if requested by the Customer we shall prepare an offer specific to the Customer (hereinafter ‘customer-specific offer’). Unless other-wise agreed, we shall be bound by such a customer-specific offer for seven (7) calendar days from receipt of that customer-specific offer by the Customer.

3. Prices, payment, right to offset and right of retention

The prices stated in our offers are subject to change. The prices stated in our currently valid price list apply to all orders. The prices valid at the time of the conclusion of the contract are decisive. For customer-specific offers, the prices stated in the customer-specific offer shall apply.
Unless otherwise agreed, all prices are ex works (EXW Incoterms® 2020) and exclusive of transport, insurance, taxes, customs duties, public charges and similar associated fees. Other ancillary costs, such as export, transit, import and other costs associated with the export, transit and import of the products, shall be borne by the Customer. Costs of transport insurance, which we only arrange for the Customer on his special in-structions, shall be borne by the Customer and charged by us additionally.
All prices are in Euro (€) and are subject to statutory value added tax. In addition, our prices do not include the cost of packaging.
In addition, our prices do not include the cost of packaging. These costs will be invoiced separately to the Customer. The packaging used by Dinova is intended as transport packaging, to be used exclusively for the transport of the products. If the Customer requires a special type of packaging and/or additional transport packaging for the products, this shall require a separate agreement between the parties. The costs incurred for this shall be borne by the Customer. The Customer must additionally provide Dinova with packaging instructions.
Unless otherwise agreed between the parties, deliveries of products shall only be made against advance payment.
During any delay in payment, interest shall be charged on the prices at the applicable statutory default interest rate. Dinova also reserves the right to claim further damages in the event of delay. In respect of merchants, the claim to the commercial default interest (section 353 German Commercial Code (Handlungsgesetzbuch, HGB)) remains unaffected.
The Customer shall only be entitled to rights of offset or retention where his counterclaims are undisputed or have been legally established. In the event of defects in the delivery, the Customer’s counter-rights shall remain unaffected. Any withholding of payments is excluded if the Customer has a claim against Dinova that does not arise from the same legal relationship as that on which his payment obligation is based. Dinova is entitled to rights of offset and retention and to the plea of non-performance to the extent provided by law.
If it becomes apparent after conclusion of the contract that our claim to the price is jeopardised by the Customer’s lack of ability to perform (e.g. default in payment, justified concern of significant deterioration in the Customer’s assets or insolvency), we shall be entitled to refuse performance in accordance with the statutory provisions and – after setting a deadline if necessary – to withdraw from the contract (section 321 BGB).
In the event of default in payment by the Customer and in the event of justified concern of a significant deterioration in the Customer’s assets or in the event of the Customer’s insolvency, we shall be entitled to suspend delivery of the products in accordance with the statutory provisions until payment is made of the price due and to demand advance payments for all future deliveries despite any agreement to the contrary. If no payment is made within a reasonable period of time, we shall be entitled to withdraw from all contracts with the Customer and, in the event of a representation of the Customer, to demand payment of the damages incurred by us (including loss of profit).

4. Delivery periods, delivery dates, delay

ompliance by Dinova with its delivery obligations presupposes the timely and proper fulfilment of the Customer’s obligations under the concluded purchase contract for the product. This includes the clarification of all order-relevant questions and where necessary the release of samples. Furthermore, the Customer must provide Dinova with all documents and data that may be necessary for the fulfilment of the contract in due time or on the agreed delivery date and in the appropriate form. Delivery periods shall only start once all questions necessary for the fulfilment of the contract (in particular all questions relevant to the order) have been clarified by Dinova. The please of non-performance remains reserved.
Delivery dates stated by us are non-binding unless they have been expressly confirmed by us in writing as ‘binding’.
The delivery period shall be agreed individually in writing (i.e. in writing or in text form) or stated by Dinova in writing on acceptance of the order. Unless otherwise agreed, the delivery period shall commence on conclusion of the purchase contract. Delivery periods can be agreed as binding or non-binding. If a delivery period has not been ag-reed or stated at the time of acceptance, the delivery period shall be approximately four (4) months from conclusion of the contract.
If Dinova is unable to meet binding delivery deadlines for reasons for which Dinova is not responsible (hereinafter referred to as ‘non-availability of performance’), Dinova shall inform the Customer of this without delay and at the same time inform him of the expected new delivery deadline. If performance is still not possible within the new delivery period, the parties shall be entitled to withdraw from the contract in whole or in part; Dinova shall immediately refund any consideration already paid by the Customer. If a partial delivery has already been made, the Customer may only withdraw from the overall contract if the Customer proves that he has no interest in the partial delivery. A case of impossibility of performance within the meaning of this paragraph is in particular non-timely self-delivery by suppliers of Dinova, where Dinova has concluded a congruent covering transaction, neither Dinova nor its suppliers are at fault or Dinova is not obliged to procure in the individual case.
The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder issued by the Customer is necessary.
The rights of Dinova, in particular in the event of an exclusion of the obligation to per-form (e.g. due to impossibility or unreasonableness of performance and/or supplemen-tary performance), remain unaffected.

5. Delivery, dispatch, transfer of risk and packaging

nless otherwise stated in writing by Dinova (in particular in the order acceptance), de-livery of the products shall be ‘ex works’ Neuss, Germany (EXW Incoterms® 2020).
t the request and expense of the Customer, the product will be shipped to another destination (‘sales shipment’). Unless otherwise agreed, Dinova shall be entitled to de-termine the mode of dispatch (in particular transport company, dispatch route, packa-ging) itself.
The risk of accidental loss and accidental deterioration of the product shall pass to the Customer at the time of handover of the product. In the case of sales shipment to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the product and also the risk of delay shall pass already on delivery of the product to the forwarding agent, the carrier or the person or institution otherwise appointed to carry out the shipment.
Dinova will not take back transport packaging or any other packaging as specified by the Packaging Ordinance (Verpackungsverordnung), with the exception of loaned packaging such as pallets, containers and other reusable packaging; these remain our property and must be returned to us immediately by the Customer at his own expense. The Customer is obliged to properly dispose of packaging at his own expense in accordance with the regulations. If so requested, the Customer shall provide Dinova with written proof of proper disposal.
We make every effort to keep all products in stock in the foreseeable order quantities so that prompt delivery can be made. If however, contrary to expectations, certain products are not in stock, we shall be entitled to make partial deliveries, where this is not unreasonable for the Customer. In this case we will strive to deliver the missing ordered products to the Customer at the earliest opportunity.
We supply the Customer with high quality products and are constantly striving to impro-ve our products. Where improvements are made by us to the ordered product after conclusion of the contract, we shall, wherever possible, make the improved product available to the Customer. In addition, Dinova reserves the right to make minor devia-tions in the products within the delivery period, provided that, taking into account the interests of Dinova and the Customer (such as changes and improvements that serve technical progress or are necessary to comply with applicable laws), the deviations are reasonable for the Customer.

6. Acceptance

If the Customer comes into default with acceptance of the delivery or part of the delivery, we shall be entitled to withdraw from the entire purchase contract after setting a reasonable grace period.
If the Customer is in default with acceptance of the product, Dinova can – in addition to further legal claims – claim liquidated damages for default amounting to 20% of the net price of the products accepted late. Dinova reserves the right to prove that a hig-her level of damage has occurred. The Customer reserves the right to prove that no damage at all or only a significantly lesser level of damage has occurred.

7. Default of acceptance

The Customer is obliged to accept the product. If the Customer is in default of accep-tance, fails in his obligation to cooperate or if our delivery is delayed for other reasons for which the Customer is responsible, Dinova shall be entitled to claim compensation for the resultant damage including additional expenses (e.g. storage costs).

8. Retention of title

Ownership of the product remains with Dinova until full payment is received of all present and future claims of Dinova arising from the purchase contract and an ongoing business relationship (‘secured claims’). If cooperation by the Customer is required for the retention of title to the product, the Customer must undertake all necessary actions required for the retention of title (i.e. in particular to cooperate as necessary and to provide documents and records in a suitable form).
The Customer is obliged to treat the product with care. In particular he must insure the product sufficiently at his own expense against destruction, damage, lightning, fire, water and theft at replacement value.
While subject to retention of title the product may neither be pledged to third parties nor assigned as security before full payment of the secured claims is received. In the event of seizure of the product subject to retention of title by third parties or other interventions by third parties, the Customer must inform the third party of the ownership by Dinova and notify Dinova immediately in writing, enclosing the available documents (such as seizure records etc.). Where the third party is unable to reimburse Dinova for the judicial and/or extrajudicial costs incurred by Dinova in this respect, the Customer shall be liable for these. The Customer shall initiate all reasonable and ap-propriate defensive measures at his own expense so that our security rights are not impaired. If so requested the Customer shall provide us with the names and addresses of his own customers so that we can inform his customers of the assignment for security. The Customer shall also provide us with the documents required for legal action.
In case of breach of contract by the Customer, in particular non-payment of the purchase price due, Dinova shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the product on the basis of retention of title. The demand for return of the product does not simultaneously include the declaration of withdrawal; rather, Dinova is entitled to demand only the return of the product, while reserving the right of withdrawal. If the Customer does not pay the price due, Dinova may only assert these rights if Dinova has previously set the Customer a reasonable deadline for payment without success or if such a deadline is unnecessary under the statutory provisions.
Until revoked, the Customer is entitled to resell the product subject to retention of title within the ordinary course of business. The Customer assigns to Dinova already now in total the claims arising from the resale of the product to his customers or third parties. Dinova accepts the assignment. The Customer shall remain authorised to collect the assigned claims until revoked even after the assignment. This does not affect the authority of Dinova to collect the assigned claims itself. Dinova undertakes not to coll-ect the claims itself as long as the Customer meets his contractual payment obligations, there is no deficiency in his ability to pay and Dinova does not terminate the retention of title by exercising a right in accordance with the preceding paragraph (4). If one of the latter circumstances has occurred, the Customer must, at Dinova’s request, provide Dinova with all information necessary for the collection of the assigned claim and hand over the relevant documents and must also inform the affected debtors (third parties) of the assignment. In addition, Dinova is entitled in these cases to revoke the authorisation of the Customer to resell the product subject to retention of title. The obligations of the Customer set out in section 8(3) shall also apply in respect of the assigned claims.
In the event that the realisable value of the securities of Dinova exceeds the claims to be secured by more than 20%, Dinova is obliged to release the securities to which Dinova is entitled to that extent at the request of the Customer. The choice of the securities to be released is the responsibility of Dinova.
Until revoked, the Customer is entitled to process the product subject to retention of title within the ordinary course of business. The retention of title extends to the items resulting from the processing, mixing or combining of Dinova’s product at their full value. Any processing, mixing or combining by the Customer is always carried out for Dinova. Dinova is deemed to be a manufacturer. If, in the event of processing, mixing or combining with products of third parties, the right of ownership of those parties remains, Dinova shall acquire co-ownership of the new item in proportion to the invoice values of the processed, mixed or combined product (final invoice amount inclu-ding VAT). If the mixing of the product subject to retention of title takes place in such a way that the Customer’s product is regarded as the main product, it is deemed to be agreed that the Customer shall transfer co-ownership to Dinova on a pro rata basis. The Customer shall keep safe the sole ownership or co-ownership thus created for Dinova. In all other respects, the same shall apply to the resultant product as to the product supplied under retention of title. In the event that the Customer does not fulfil his contractual payment obligations, he demonstrates lack of ability to perform and/or Dinova asserts its retention of title by exercising a right in accordance with clause 8(4), Dinova shall be entitled to revoke the authorisation of the Customer to process, mix and combine the product subject to retention of title.

9. Warranty

The statutory provisions shall apply to the Customer’s rights in the event of material defects and defects of title, unless otherwise stipulated below.
If a defect is in fact present, we shall bear or reimburse the expenses required for the purpose of inspection and supplementary performance, in particular transport, travel, labour and material costs and, if applicable, dismantling and installation costs, in ac-cordance with the statutory provisions and these General Terms and Conditions. Otherwise, we may demand reimbursement from the Customer of the costs incurred as a result of the unjustified request to remedy the defect if the Customer knew or was negligent in not knowing that there was in fact no defect. Further, we shall only bear the necessary expenses to the extent that these expenses are not increased by the fact that the product was subsequently taken to a place other than the place of delivery, except where this transfer corresponds to the intended use. The Customer must cooperate as necessary for the purpose of inspection and supplementary performance; in particular, the Customer must inform us of any defect in the product and make the product available to us for the purpose of supplementary performance. In addition, the Customer shall do everything reasonable to aid the reduction of the outlays associated with the inspection and supplementary performance that lie within its sphere of influence. The Customer shall coordinate with Dinova for this purpose in due time before the supplementary performance; in particular, in regard to making the product available, the Customer shall coordinate the details of so doing with Dinova in advance and have these approved by Dinova (e.g. appropriate packaging, means of transport and transport route).
The basis of our liability for defects includes the agreements made regarding the condi-tion and the assumed use of the product and regarding accessories and instructions (including assembly and installation instructions).
We shall not be liable for defects of which the Customer is aware at the time of conclu-sion of the contract or is unaware through gross negligence (section 442 BGB).
Furthermore, claims by the Customer for defects presuppose that he has fulfilled his sta-tutory obligations to inspect and give notice of defects (sections 377, 381 HGB). If a defect becomes apparent during delivery, inspection or at any later time, we must be no-tified of this in writing without delay. In any case, notification must be given of obvious defects in writing within seven (7) calendar days from delivery and defects not detectable on inspection within the same period from the time of discovery. If the Customer fails to properly inspect the goods and/or give notice of defects, our liability for the unreported or untimely or incorrectly reported defect shall be excluded in accordance with the statutory provisions.
If the delivered product is defective, we may choose whether to provide supplementary performance by remedying the defect (hereinafter referred to as ‘rectification’) or by delivering a defect-free item (hereinafter referred to as ‘replacement’). Our right to refuse supplementary performance under the statutory conditions remains unaffected. In particular, we may refuse the type of supplementary performance chosen by the Customer if this is only possible at disproportionate cost.
If supplementary performance fails or is unreasonable for the Customer or if we refuse supplementary performance, the Customer is entitled, as per the under statutory provisions, to withdraw from the purchase contract, to reduce the purchase price or to demand compensation for damages or reimbursement of his futile expenses. However, the special provisions of clause 10 of these General Terms and Conditions shall apply to the Customer’s claims for damages. In the case of an insignificant defect, there is no right of withdrawal. If only parts of the delivery are defective, withdrawal from the entire purchase contract is only possible if the Customer has no interest in the remaining delivery.
The warranty period is one (1) year from delivery. The warranty period shall not apply for claims for damages of the Customer arising from injury to life, limb or health or in the event of wilful or grossly negligent breaches of duty by us or our legal representative or vicarious agent or in the event of fraudulent intent. These claims and claims under the Product Liability Act shall become time-barred exclusively in accordance with the statutory provisions.

10. Liability

Dinova shall be liable for damages within the framework of fault liability in cases of in-tent and gross negligence. In the event of simple negligence, Dinova shall only be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), for
1. damages resulting from injury to life, limb or health;
2. damages arising from breach of a material contractual obligation (i.e. an obligation the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the Customer regularly relies and can rely, such as the obligation to deliver the purchased product); in this case, how-ever, our liability shall be limited to compensation for the foreseeable, typically occurring damage.
Other than this, liability for damages is excluded.
The above limitations of liability shall also apply in respect of third parties and in the event of breaches of duty by our legal representatives or vicarious agents.

They shall not apply where we have fraudulently concealed the defect or have assumed a guarantee for the quality of the product. Furthermore, the above limitations of liabi-lity do not apply to claims of the Customer under the Product Liability Act.

11. Confidentiality

During the term of the contract and after its termination, the Customer shall not pass any confidential documents, samples, drawings, sketches, business intentions, personal data or other documents or records of Dinova, irrespective of their content (referred to jointly as ‘confidential information of Dinova’) that have been provided to him or have become known to him in the course of cooperation, to third parties or make them accessible to third parties in any other way, disclose them, reproduce them or exploit them without authorisation for his own business purposes. This applies accordingly to the conclusion and content of the contract. The Customer shall also impose this obligation on his employees where they require confidential information for the performance of their duties.
The Customer is obliged to implement appropriate confidentiality measures, i.e. in par-ticular to comply with the measures specified by Dinova for the protection of con-fidential information and to take reasonable precautions to prevent unauthorised per-sons from gaining access to the confidential information.
This confidentiality obligation does not apply to confidential information that demonstrably
– was already known to the Customer outside the contractual relationship;
– has been lawfully disclosed by third parties;
– is or becomes publicly accessible; or
– is released by Dinova.
The obligation of secrecy for confidential information ends five (5) years after delivery.
The Customer is not entitled to use the Dinova name, brand, logo or corporate design for advertising purposes without Dinova’s prior written consent.
(6) The Customer is aware that any intentional breach of the above confidentiality obliga-tion shall have criminal consequences in addition to civil law consequences. In the event of a deliberate breach of the above confidentiality obligation, Dinova therefore expressly reserves the right to initiate criminal proceedings.

12. Assignment of claims

The Customer may only transfer or assign the rights and/or obligations arising from the contract to a third party with the prior written consent of Dinova.

13. Data protection

Dinova will process the data and documents stored electronically within the framework of the cooperation in accordance with the principles of proper data storage on the basis of the applicable data protection laws.
You can find more detailed information about our privacy policy at https://dinova-saina.com/datenschutzerklaerung/.

B. Final provisions

1. Severability clause

Should individual provisions of the General Terms and Conditions be or become invalid or unenforceable in whole or in part, this shall not affect the remaining provisions of the General Terms and Conditions. The parties undertake, if dispositive law is not available, to replace the invalid or unenforceable provision with a valid or enforceable provision that achieves the intended purpose of the contract in a legally permissible manner. The same applies to loopholes in the contract.

2. Applicable law, place of jurisdiction and place of performance

The contractual relationship between Dinova and the Customer is governed by the law of the Federal Republic of Germany. The applicability of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods, is excluded.
If the Customer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch, HGB), a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes between the Customer and Dinova arising directly or indirectly from the contractual relationship shall be Düsseldorf. The same shall apply if the Customer is an entrepreneur within the meaning of section 14 BGB. However, we are also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or with a prior individual agreement or at the general place of jurisdiction of the Customer. Overriding statutory provisions, in particular on exclusive competences, shall remain unaffected.
The place of performance for all obligations arising from the contractual relationship is Düsseldorf, unless otherwise agreed (e.g. in the order acceptance).

Version: October 2022

Dinova-Saina-Group GmbH

Homberger Str. 5
40474 Düsseldorf
Germany

info@dinova-saina.de