General Terms and Conditions

General Terms and Conditions of Sale for the Platform Nutraply
As of: July 2024

  1. Scope
    1. These General Terms and Conditions of Sale apply to all deliveries of products ("Products") and related services by K-Innovations GmbH ("K-Innovations"), Hasselborner Str. 19-21, 35647 Waldsolms, distributed through the online platform at nutraply.com ("Platform").
    2. K-Innovations' offers on the Platform are exclusively directed at customers ("Customers") who are entrepreneurs (Section 14 German Civil Code), legal entities under public law, or special funds under public law. Sales to consumers (Section 13 German Civil Code) are excluded.
    3. K-Innovations is only willing to enter into contracts on the basis of these General Terms and Conditions of Sale. The Customer's general terms and conditions do not apply. This remains valid even if K-Innovations does not expressly object to the Customer's general terms and conditions in individual cases.
    4. Individual agreements made with the Customer in specific cases (including collateral agreements, supplements, and amendments) shall take precedence over these General Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or written confirmation by K-Innovations shall be authoritative for the content of such agreements.
  2. Offer and Acceptance, Contract Content
    1. The Platform is not an online marketplace. Contracts are always concluded between the Customer and K-Innovations. This applies even when the name of the producer is mentioned for individual Products on the Platform.
    2. Offers made by K-Innovations on the Platform are always non-binding and are understood as invitations to the Customer to submit an offer (order).
    3. The Customer submits an offer by completing the ordering process provided on the Platform and concluding the order by clicking the "Order with Payment Obligation" button. Before completing the ordering process, the Customer can adjust the order. The Customer is generally bound to their order for 7 days.
    4. After submitting the order, the Customer receives an automated order confirmation. This does not constitute acceptance of the offer but merely confirms receipt of the order by K-Innovations. The contract is concluded when K-Innovations sends an order confirmation to the Customer's email address. K-Innovations is not obligated to accept Customer orders. In case K-Innovations declines the order, K-Innovations will notify the Customer and refund any payments already made.
  3. Product Quality
    1. The required quality of the Products is exclusively determined by the product specifications provided on the Platform. Requirements beyond these product specifications, whether subjective or objective, are excluded. The Customer bears the risk of using the Products. This particularly applies to the use of Products in food or food supplements. The Customer is required to conduct their own tests and examinations before use and especially to verify and observe the Products' shelf life dates.
    2. Product images on the Platform, product & packaging samples are considered product examples, whose properties are not guaranteed for subsequent orders.
    3. Properties of samples and specimens are only binding insofar as they have been explicitly agreed upon as Product characteristics.
    4. Minor deviations from the product specifications are permissible unless they would have more than insignificant negative effects on the Product properties.
    5. K-Innovations is entitled to replace raw materials with alternative raw materials, provided no specific raw materials have been agreed upon and as long as any agreed product specifications are maintained.
    6. K-Innovations is entitled to select the producers for the ordered Products. This applies even when a specific producer is named for a Product on the Platform. Products from a specific producer are only owed if this has been explicitly agreed upon between the Customer and K-Innovations in individual cases.
    7. Unless explicitly stated on the Platform, accessories or instructions are not owed. Instructions from K-Innovations are purely informational and constitute neither an agreement on corresponding contractual quality of the goods nor a contractually presupposed fitness for use.
    8. Quality and durability specifications and other information are only guarantees if they are explicitly agreed upon and designated as such.
  4. Delivery
    1. Deliveries by K-Innovations are generally made DDP (INCOTERMS 2020), unless otherwise agreed.
    2. The Customer has the option to select the desired means of transport during the ordering process on the Platform. Subsequent changes to the means of transport are generally not possible.
    3. The Customer acknowledges that Product delivery occurs from overseas and delivery times may depend on circumstances beyond K-Innovations' control. Delivery dates communicated by K-Innovations and corresponding information on the Platform are always approximate unless explicitly designated as binding. In the exceptional case where a specific delivery date has been agreed upon, the Customer is only entitled to cancel the order after setting a reasonable grace period.
    4. Deliveries are dispatch debts (Section 447 German Civil Code). K-Innovations is not responsible for delivery delays if K-Innovations has handed over the Products to a freight forwarder early enough that they would normally arrive at the Customer's location on time. The freight forwarder is not K-Innovations' vicarious agent.
    5. Delivery dates are always subject to proper self-delivery to K-Innovations by the producers. This applies provided that K-Innovations has undertaken possible and reasonable appropriate covering transactions. In case of non-delivery, K-Innovations is entitled to cancel corresponding Customer orders. K-Innovations shall immediately inform the Customer of any unavailability of Products and refund any payments already received in such cases.
    6. K-Innovations is entitled to make and charge for partial deliveries, provided the partial delivery is usable for the Customer within the scope of the contractual purpose, the delivery of the remaining ordered Products is ensured, and the Customer does not incur significant additional effort or costs (unless K-Innovations agrees to bear such costs).
  5. Defects and Warranty
    1. Warranty rights of the Customer presuppose that they have properly fulfilled their inspection and notification obligations under Section 377 German Commercial Code.
    2. Defects must be reported to K-Innovations in writing by the Customer within ten (10) days; later defect notifications will not be recognized by K-Innovations. The period runs from handover for obvious defects and from discovery for hidden defects.
    3. If the delivered Product has a defect that existed at the time of risk transfer, K-Innovations will, subject to timely defect notification, either repair the Product or deliver replacement goods at its choice. K-Innovations must always be given the opportunity for subsequent performance within a reasonable period. K-Innovations is entitled to charge the Customer for costs resulting from culpable defect notifications of non-existent defects.
    4. Products that have been reported to K-Innovations through a defect notification may only be returned or put into circulation with K-Innovations' written consent. Complained goods must remain available for inspection by K-Innovations until final clarification.
  6. Liability, Indemnification
    1. K-Innovations is liable according to statutory provisions for intent and gross negligence. For damages resulting from simple negligence, K-Innovations is only liable for breach of a material contractual obligation whose fulfillment is fundamental to the concluded contract and on which the other party could therefore rely (cardinal obligation), however limited in amount to foreseeable and contract-typical damages at the time of contract conclusion. Otherwise, liability is excluded.
    2. Liability for indirect damages (e.g., lost profits, business interruption) is excluded.
    3. The above liability exclusion and limitation do not apply to (i) injury to life or body, (ii) cases where liability exists under the Product Liability Act, (iii) within the scope of an assumed guarantee, or (iv) in case of fraudulent intent.
  7. Prices and Payments
    1. Unless otherwise agreed in writing, the agreed prices apply ex works excluding packaging and plus applicable VAT. Packaging costs are included in the price unless separately shown on the Platform.
    2. The payment method is to be selected by the Customer during the ordering process.
    3. Deduction of discount is only permissible with special written agreement.
    4. In case of payment default, K-Innovations is entitled to demand default interest and lump sums according to statutory regulations without further reminder. Further default damages remain reserved.
  8. Retention of Title
    1. All delivered Products remain K-Innovations' property until the Customer has settled all outstanding claims.
    2. Processing of Products delivered under retention of title is carried out for K-Innovations as manufacturer within the meaning of Section 950 German Civil Code, without obligating K-Innovations. For processing with other goods not belonging to or delivered by K-Innovations by the Customer, K-Innovations is entitled to co-ownership of the new item in proportion of the invoice value of the Products delivered under retention of title to the invoice value of the processed products. The same applies in case of mixing.
  9. Force Majeure
    1. Events and circumstances beyond K-Innovations' control (such as natural events, war, labor disputes, raw material and energy shortages, traffic and operational disruptions, cyber attacks, fire and explosion damage, epidemics or pandemics, sovereign measures and official orders) that reduce the availability of goods from the facility from which K-Innovations obtains the goods, or impede goods transport, so that K-Innovations cannot fulfill its contractual obligations (taking into account other internal or external supply obligations on a pro rata basis), K-Innovations is (i) released from its contractual obligations for the duration of the disruption and to the extent of its effects and (ii) not obligated to procure the goods from third parties. If these events last longer than 3 months, K-Innovations is entitled to withdraw from the contract.
  10. Miscellaneous
    1. This contract and the entire legal relationship between the parties are subject to the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict of law provisions.
    2. Place of performance and exclusive jurisdiction for all disputes arising from this contract is K-Innovations' registered office, unless otherwise stated in the order confirmation. K-Innovations remains entitled to sue the Customer at their place of jurisdiction.
    3. Should individual provisions of this contract, including this provision, be wholly or partially invalid, the validity of the remaining provisions or parts of such provisions shall remain unaffected. The respective statutory provisions shall replace such provisions.