General Terms and Conditions as of 01/2024
§ 1 Deliveries
The following general terms and conditions (GTC) apply exclusively to all deliveries and services of Cosmetic Service. Deviations from this – in particular the applicability of the Client's terms and conditions of purchase – require express written confirmation by Cosmetic Service for their application.
§ 2 Offers
The offers of Cosmetic Service are subject to change. Prices are only valid with a written offer from the managing director and a project manager or 2 project managers. Orders are only binding upon written confirmation by Cosmetic Service. Verbal agreements are only binding if they have been confirmed in writing by Cosmetic Service.
§ 3 Order quantities
Unless otherwise expressly agreed in writing, the order quantity shall be deemed to be an approximate quantity. Deviations of 10% upwards and downwards are permitted. This also applies to partial deliveries from call-offs.
§ 4 Presentations and RHBs
In the event of a procurement of packaging, packaging parts and raw materials, auxiliary materials and supplies (RHBs) specified by the Client, the Client undertakes to accept and pay in full for the packaging, packaging parts and RHBs supplied by Cosmetic Service's upstream suppliers, namely:
– in the case of individual orders, within 2 weeks of delivery of the finished product;
– in the case of call-off or blanket orders, after 2 weeks after the end of the agreed term or quantity.
Cosmetic Service assumes no liability for the quality and nature of the packaging, packaging parts and RHBs.
§ 5 Prices and Terms of Payment
The prices of Cosmetic Service are generally exclusive of statutory sales tax and excise tax. The invoice price is payable without deduction upon delivery of the goods, unless otherwise expressly agreed.
Section 6 Customs duties
The customs duties for deliveries to non-German territories, their processing and liability for their fulfilment shall be assumed by the Client.
§ 7 Due Date, Default, Prohibition of Offsetting and Retention
Cosmetic Service reserves the right to charge interest on arrears and arrears at the statutory rate. In the event of default, Cosmetic Service is also entitled to claim further damage caused by default. If a delay in payment is not remedied within a reasonable grace period, Cosmetic Service is also entitled to withdraw from the contract or to demand compensation for non-performance, this applies in particular to agreed follow-up transactions that have not yet been carried out. The Client shall only have a right of retention or set-off with regard to such counterclaims that have not been disputed or have been legally established; this shall not apply to counterclaims arising from the same contractual relationship.
§ 8 Retention of Title
The delivered goods remain the property of Cosmetic Service until full payment including interest and costs or until the bills of exchange or cheques given for this purpose have been fully cashed. Until full payment has been made, the Client assigns the claims against third parties arising from the resale of the goods to Cosmetic Service in order to secure the claims.
§ 9 Solvency
If the Client's solvency deteriorates between receipt of the order confirmation and delivery, or if Cosmetic Service subsequently becomes aware that there are serious doubts about the Client's solvency, Cosmetic Service shall be entitled to demand early payment or advance payment. If the customer does not comply with such a request, Cosmetic Service is entitled to withhold outstanding deliveries or to withdraw from the contract.
§ 10 Delivery times
Unless expressly agreed otherwise, the delivery periods and dates mentioned by Cosmetic Service are always considered approximate due to the procurement of raw materials and packaging materials.
§ 11 Changes to the order
If the Client requests a change to the order after the order confirmation has been submitted, the delivery time shall not commence until the written confirmation of the change by Cosmetic Service. Deviations in dimensions, contents, weights and colours caused by Cosmetic Service are permitted within the scope of customary commercial deviations.
§ 12 Dispatch
The shipment of all goods is at the expense and risk of the customer. If carriage-free delivery has been agreed, the freight will be taken over by Cosmetic Service to the tariff destination station or delivery address. In this case, ancillary costs such as rolling money, freight receipt, etc. are borne by the client. At the request of the client, cargo insurance can be taken out; any costs incurred shall in principle be borne by the Client.
§ 13 Packaging material
Costs for packaging material will be invoiced separately, unless otherwise agreed in writing.
§ 14 Deficiencies
a) The quality of the delivered goods shall be deemed to have been approved if a release sample has been approved in writing (e-mail, fax or letter).
b) If an approval sample examination has been carried out, liability for defects that the Client could have discovered if the approval sample had been carefully examined is excluded.
c) In accordance with the statutory provisions, Cosmetic Service shall be liable for defects either for conversion, reduction or replacement delivery, provided that the goods complained of are returned to Cosmetic Service.
d) Cosmetic Service's liability for damages in connection with defects is governed by § 15.
e) Claims for liability for defects shall become time-barred upon expiry of the shelf life of the Contract Products or 12 months after delivery of the Contract Products, whichever is earlier.
§ 15 Liability
a) In the event of slight negligence, Cosmetic Service shall only be liable for all claims against Cosmetic Service for reimbursement of damages and expenses due to a breach of duty for which the purpose of the contract is responsible, regardless of the legal grounds. In all other respects, Cosmetic Service's liability for slight negligence is excluded.
Cosmetic Service provides support with regulatory registration and advises on chemical, technical and technical matters. procedural acts. The consultation was given to the best of our knowledge and belief. No liability or guarantee can be given for the correctness and consequences of the advice. In particular, the occurrence of future forecasts cannot be guaranteed.
The counselling is to be understood as helping people to help themselves. It cannot replace the personal responsibility of the entrepreneur and successful management of the company. We would like to point out that neither legal and/or regulatory advice has taken place. We therefore expressly recommend that you consult a lawyer or suitable bodies to clarify relevant questions about these areas of advice.
b) In the event of liability pursuant to paragraph a) and liability without fault, Cosmetic Service shall only be liable for the typical and foreseeable damage. The assertion of useless expenses by the client is inadmissible.
c) Cosmetic Service is not liable for the suitability of the goods for the purposes intended by the customer. The application-related advice is provided to the best of our knowledge. Cosmetic Service does not provide advice in the legal, regulatory and application-specific sense. Liability is excluded. Since the actual application is beyond the control of Cosmetic Service and its circumstances are not foreseeable, written and oral instructions or advice can only be given without obligation. These do not release the customer from testing the products for their own suitability for the intended purposes and processes. Cosmetic Service only has to pay according to para. a) for a consultation that has taken place or has not been given.
d) The exclusion of liability in accordance with the preceding paragraphs shall apply to the same extent for the benefit of the executive bodies, legal representatives, executive and non-executive employees and other vicarious agents of Cosmetic Service.
e) All claims for damages and reimbursement of expenses against Cosmetic Service shall become statute-barred after 12 months from delivery of the goods; in the case of tortious liability, such claims become statute-barred after 12 months from knowledge or grossly negligent ignorance of the circumstances giving rise to the claim and of the person of the debtor. This does not apply in the case of intent and the cases referred to in paragraph f).
f) The provisions in the preceding paragraphs as well as in number e) do not apply in the case of strict liability, if there is liability for injury to life, limb or health, if a guarantee of quality is assumed or if a defect is fraudulently concealed.
g) Insofar as goods delivered by Cosmetic Service are placed in containers procured by the Client either by the Client itself or by Cosmetic Service, Cosmetic Service shall only be liable if Cosmetic Service has established in writing the compatibility between the products manufactured by Cosmetic Service and the containers. If a test for the compatibility of the packaging materials and the contents has not been commissioned by the customer, Cosmetic Service shall not be liable.
h) Events of force majeure, strikes, operational disruptions, shortages of raw materials, government interventions, etc., for which Cosmetic Service is not responsible, release Cosmetic Service from any obligations. In these cases, Cosmetic Service is also entitled to withdraw from the contract in whole or in part. The client cannot derive a claim for damages from this.
§ 16 Damage, loss or destruction in the case of packaging
Cosmetic Service shall only be liable for damage, loss or destruction of the Client's own packaging or parts of packaging that are kept by Cosmetic Service if these are caused by gross negligence or intent on the part of Cosmetic Service.
§ 17 Secrecy
Cosmetic Service and the client undertake to keep the cooperation and information strictly confidential and not to pass them on to third parties.
The obligation does not apply to information:
a) which become or have become public knowledge without a breach of duty by Cosmetic Service or an authorised person, and thus belong to the state of the art;
b) which Cosmetic Service or its legal predecessor, independent of the Client and outside of any contractual obligations or non-disclosure agreements with third parties, was already aware at the time of conclusion of the contract, as they are generally known.
c) for testing institutes (e.g. for microbiology, safety assessments, patch tests, etc.)
d) for public authorities
The party who invokes the fact that the information was already in the public domain must prove that the information is known.
§18 Place of jurisdiction, place of performance and applicable law
The place of jurisdiction and place of performance for both parties is Frankfurt am Main. However, Cosmetic Service is also entitled to sue the Client at its general place of jurisdiction. German law applies to all deliveries and services of Cosmetic Service.
§ 19 Final Provisions
Should any of the above clauses be or become invalid, all remaining clauses shall continue to be valid.
Best regards
Cosmetic Service GmbH Eppertshausen
The Management Board
