General Terms and Conditions

of Hundesamenbank.de, Dr. med. vet. Carola Möhrke, Dorneystr. 65, 44149 Dortmund, Germany
§ 1 Scope of application, form
(1) Our General Terms and Conditions shall apply exclusively. Any conflicting general terms and conditions of the customer shall only become part of the contract with our ex-press consent. Our unconditional performance while being aware of the customer’s ge-neral terms and conditions does not constitute consent.
(2) Any legally relevant declarations of the customer with regard to the contract (e.g. set-ting of a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail). Mandatory legal formal requirements shall remain unaffected.
§ 2 Conclusion of contract
Our offers are subject to change and non-binding. The order by the customer will be considered as a binding contract offer. We are entitled to accept this offer within 14 days after receipt thereof. Acceptance may be made either in writing (e.g. by order confirma-tion) or by performance of the service.
§ 3 Prices and terms of payment, set-off and right of retention
(1) Our current prices at the time of conclusion of the contract shall apply.
(2) Unless otherwise agreed, invoices are due within 30 days of receipt of the invoice.
(3) Upon expiry of the payment periods, the customer shall be in default. The invoice amount shall bear interest at the statutory default interest rate. We reserve the right to assert further interest damage claims on default.
(4) The customer shall only be entitled to a right of set-off or retention to the extent that his claim is legally established or undisputed.
§ 4 Performance periods
(1) Unless expressly agreed otherwise, performance periods serve as a guideline and are non-binding.
(2) If we are unable to comply with binding performance periods for reasons for which we are not responsible, we shall inform the customer immediately and notify him of the new expected performance period.
§ 5 Semen collection and processing, production of frozen semen, dispatch and pickup of semen
(1) We collect the semen in accordance with the rules of veterinary art.
(2) According to the customer’s request, the semen will be processed or frozen (cryopre-servation) and dispatched in accordance with the rules of veterinary art. We have no in-fluence on the quality of the semen. We check the quality of the frozen semen by testing a thawed sample thereof and notify the customer of the result.
(3) We also accept frozen semen by shipment after prior agreement. Acceptance shall take place during our business hours, unless expressly agreed otherwise. Incoming shipments will only be checked for obvious damage. Notifications of damage are usually made within 5 working days. A quality control of the semen is only carried out upon sepa-rate agreement.
(4) At the customer’s request and expense, we will have the semen picked up from another place of dispatch. Unless otherwise agreed, we shall be entitled to determine the type of dispatch (in particular transport company, dispatch route, packaging) ourselves. The customer shall bear the risk of accidental loss, accidental deterioration and delay. In this case, too, incoming shipments will only be checked for obvious damage. Notifications of damage are usually made within 5 working days. A quality control of the semen is only carried out upon separate agreement.
§ 6 Storage of frozen semen
(1) Semen that has been frozen by us or forwarded by customers will be stored in our semen bank, which meets all requirements of modern cryopreservation.
(2) Storage shall always take place in our containers. If we receive semen in external containers, we may, at our discretion, decant them into our own containers. The costs incurred thereby shall be borne by the customer.
(3) We shall be entitled to change the location of our semen bank for operational reasons.
§ 7 Removal of frozen semen from storage, dispatch
(1) The removal of the semen from storage shall take place upon instruction of the custo-mer in written or text form.
(2) Unless otherwise agreed, delivery is made ex semen bank. At the customer’s request and expense, the semen will be sent to another destination. Unless otherwise agreed, we shall be entitled to determine the type of dispatch (in particular transport company, dis-patch route, packaging) ourselves.
(3) The risk of accidental loss and accidental deterioration of the semen shall be passed to the customer upon handover at the latest. In the case of dispatch, the risk of accidental loss, accidental deterioration and delay shall be passed to the customer already upon delivery of the semen to the transport company.
(4) Usually, punctual dispatch is possible if an order is placed at least 14 days prior to the date of dispatch.
(5) Unless otherwise agreed, dispatch shall take place in returnable containers which we shall make available to the customer on loan against payment of a fee.
§ 8 Sale of the semen (transfer of ownership)
(1) If the customer sells the semen, storage may be continued for the purchaser. For this purpose, the customer and the purchaser shall jointly submit a request for transfer of ownership. If we agree to the request, the purchaser will enter into the rights and obliga-tions of the customer under this contract. Otherwise, we will hand over the semen to the customer. The costs associated with a transfer of ownership shall be borne by the custo-mer.
(2) We are entitled to make the transfer of ownership dependent on the customer settling our outstanding claims.
§ 9 Warranty, liability
(1) We shall be liable in accordance with the statutory provisions with the following limitations.
(2) We shall be liable for damages, irrespective of the legal basis, within the scope of fault-based liability in cases of intent and gross negligence.
(3) In the case of simple negligence, we shall only be liable for damages resulting from injury to life, body or health as well as for damages resulting from the breach of an essential contractual obligation (obligation whose fulfilment is essential for the proper performance of the contract and on the compliance with which the customer regularly relies and may rely); in this case, however, our liability shall be limited to the compensation of the foreseeable, typically occurring damage.
(4) If liability is limited to the foreseeable, typically occurring damage, we shall be liable within the scope of our insurance cover up to an amount of € 500 per claim. Upon request, we shall agree on a higher liability sum with the customer and cover the risk by means of an additional insurance. The costs of the additional insurance resulting thereof shall be borne by the customer.
(5) The limitations of liability resulting from the above provisions shall also apply in the case of breaches of duty by or for the benefit of persons whose fault we are responsible for in accordance with statutory provisions. They shall not apply if we have fraudulently concealed a defect, or if we have assumed a guarantee, and for claims of the customer under the Product Liability Act (Produkthaftungsgesetz).
§ 10 Collateral assignment
(1) The customer shall grant us ownership of the stored frozen semen to secure all current or future liabilities towards us (secured liabilities).
(2) If a secured liability has become due, we shall be entitled to utilize the collateral after having threatened the customer with the utilization while setting a reasonable deadline. In this case we shall be entitled to issue a breeding certificate.
(3) The proceeds from the utilization of the collateral, less any applicable value added tax, shall first be used to satisfy the costs and expenses incurred in connection with the utiliza-tion. The proceeds remaining thereafter shall be used proportionately to satisfy all other claims secured under this contract. Any remaining surplus shall immediately be surren-dered by the secured party to the grantor of the security.
§ 11 Term of the storage agreement, right of termination
(1) The storage agreement is concluded for an indefinite period of time. Termination is possible at any time with a notice period of 14 days to the end of the month.
(2) The complete removal of the semen from storage shall be equivalent to a notice of termination. In this case, no separate notice of termination shall be required.
(3) If the customer is in default of payment and does not pay even after a grace period set by us, we shall be entitled to terminate the storage agreement. In this case we shall be entitled to use or destroy the stored semen. The costs incurred thereby shall be borne by the customer.
§ 12 Choice of law and place of jurisdiction
(1) The present General Terms and Conditions and our contractual relationship with the customer shall be governed by the laws of the Federal Republic of Germany.
(2) If the customer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch), a corporate body under public law, a special fund under public law or an entrepreneur within the meaning of § 14 of the German Civil Code (Bürgerliches Gesetzbuch), the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our place of business in Dortmund, Germany. In all cases, however, we shall also be entitled to file a lawsuit at the customer’s general place of jurisdiction. Prevailing statutory provisions, in particular regarding exclusive juris-diction, shall remain unaffected.
This is a courtesy translation of our General Terms and Conditions in German language. In case of deviations the German version prevails.
(04/2019)