General Terms and Conditions

Art. 1 Scope; Exclusivity

(1) These General Terms and Conditions (hereinafter „GTC“) apply to all contracts between

Bugs-International GmbH
Frankenhofener Straße 4
86842 Irsingen/Unterfeld (Germany)

Managing Director: Georg Reitmaier

Phone: +49 (0)8245 – 966226
Fax: +49 (0)8245 – 966228

E-mail: info@bugs-international.com

VAT ID: DE 815091515

(hereinafter „Bugs International“ or „we“) and companies as defined by Art. 14, Sec. 1 of the BGB – German Civil Code – (hereinafter „customer“ or „you“) that culminate as a result of the goods and services offered by us (hereinafter „sales agreements“). Authoritative is the version published on our website at the time the agreement is concluded. Our deliveries, services and offers are solely provided on the basis of these GTCs. The GTC also apply to future business relationships, even if they are not specifically referred to again.

(2) Our products are exclusively targeted towards companies in accordance with Art. 14 Sec. 1 BGB. Based on this, an entrepreneur is a natural or legal entity or a partnership with a legal capacity and operating within the scope of their commercial or self-employed capacity when concluding a legal transaction. This also includes, for example, persons that breed animals in order to sell the offspring as well as owner-operators and associations. It does not depend on the intent of generating a profit.

(3) The customer‘s deviating or supplementary General Terms and Conditions are only applicable if we have expressly agreed to them in each individual case. The provision of services is not considered an agreement as described above.

(4) The contract language is exclusively German.

(5) You can view and print the currently valid GTC from our website: www.bugs-international.com

Art. 2 Conclusion of Agreement; Data Privacy

(1) We sell our goods and other services exclusively to entrepreneurs/businesses as defined by Art. 14 German Civil Code.

(2) The presentation of our products, for example on our homepage or in catalogues, does not represent a legally binding offer. With your order, you are submitting a purchase offer. If you are sent confirmation that we have received your order (confirmation of receipt), then this does not represent an acceptance of your purchase offer. The confirmation of receipt does not constitute a contract. A purchase contract related to the goods only becomes valid if we expressly confirm the acceptance of your purchase offer, or if we ship the goods to you without an explicit declaration of acceptance.

Art. 3 Payment Methods; Default; Compensation

(1) The accepted methods of payment are prepayment, direct debit, wire transfer and cash on delivery (COD). We reserve the right to change the accepted methods of payment at any time and to exclude individual forms of payment at any time.

(2) If no other agreement(s) has (have) been made, payment of the purchase price is due in full upon receipt of the invoice. In case of late payment, we are authorised to charge an interest rate of 8 percentage points above the respective base interest rate. We reserve the right to to enforce further compensation.

(3) Direct debit payments are immediately charged to the customer‘s account. For prepayments, the products are shipped once the invoice amount has been successfully transferred to our account.

(4) For direct debit payments, you will be responsible for all costs resulting from the return debit of a payment transaction due to insufficient funds or because the bank account details provided by you were incorrect.

(5) A right to compensation is only possible if your counter-claims have been legally determined or are undisputed. Furthermore, you are only entitled to a right of retention if and insofar as your counter-claim is based on the same legal relationship.

(6) If you are in arrears on any payments due to us, then all other outstanding receivables are immediately due for payment.

Art. 4 Prices, Shipping Charges

(1) Our prices are net, excluding shipping, packaging, postage as well as the VAT applicable on the date of invoicing. All products and services are charged in euros (EUR); for export shipments excluding customs duty as well as any other public taxes and charges.

(2) The prices and the shipping costs agreed to at the time the order was made are binding. In general, the customer has no claim to receive goods at prices that were applicable at a prior date or at prices that may be applicable at future dates. If, as an exception, we take price reductions into consideration prior to the delivery of your goods, then this is done voluntarily and without any legal obligations.

Art. 5 Shipment

(1) Insofar as nothing else has been agreed to, the goods will be shipped from our warehouse to your shipping address.

(2) We are authorised to make partial shipments insofar as this is acceptable for the customer in each individual case.

(3) Until the good(s) are transferred to the shipping company or forwarding agent, our service obligation is limited to the inventories of goods of the same type and the same description. Beyond this, there is no procurement obligation. In particular, there is no obligation for re-orders of the same goods from the sub-supplier.

(4) Delivery dates are agreed to separately. Unprovoked disruptions in our business or with our sub-suppliers or commissioned companies (e.g. logistics companies) that are due to an unforeseen and unprovoked event can lead to a delay in the agreed upon delivery date. In the case of unavailability of the ordered goods, we reserve the right not to make delivery. In this case, we will reimburse any payments received or will issue credit notes.

Art. 6 Reservation of Ownership

(1) Until all payments related to the purchase agreement have been made, the goods remain our property. Prior to the transfer of ownership, a pledge or transfer of security of the reserved goods is not authorised. You are obligated to handle the good(s) with care, in particular to protect the good(s) from damage.

(2) You may resell the goods in the ordinary course of business. For this case, you now assign to us all receivables in the amount of the invoice that accrue through the resale process. We accept this assignment, however you are authorised to collect the payments. Insofar as you cannot regularly meet your payment obligations, we reserve the right to recover the receivables on our own.

(3) Through the combining or mixing of reserved goods, we acquire co-ownership of the new products in the ratio of the invoice value of the reserved goods to the other processed objects at the point of their processing.

(4) We are obligated to release the provided collateral if the realisable value of our securities is 10% higher than the collateralised receivable itself. The selection of the securities to be released is solely based on our discretion.

Art. 7 Transfer of Risk

The risk of random loss and random deterioration of the goods is transferred to the customer upon transfer of the product; for sales shipments upon delivery of the goods to the forwarding agent, the shipper or any other person or organisation authorised to process the shipment.

Art. 8 Warranty

(1) Insofar as nothing else has been agreed to, your warranty claims conform to the statutory regulations of the sales law (Articles 433 et seq. BGB) with the following modifications:

• Only the details provided by us pertaining to the quality of the goods are binding; public advertising and statements or other third-party advertising is not valid.

• Your are obligated to inspect the goods using the requisite care for any deviations in quality or volume and to immediately inform us upon receipt of the goods if any defects exist. Any hidden defects discovered at a later time must be reported immediately upon their discovery. If you breach your obligation to inspect and reprimand, then the enforcement of warranty claims is eliminated.

• The customer carries the full burden of proof for all conditions, in particular for the defect(s) itself, for the time the defect was discovered and for the timeliness of the notice of defects.

• In case of defects, we will either offer subsequent or replacement delivery (supplementary performance). In case of supplementary performance, we do not have to bear the higher costs that result from the delivery of the goods to a different place than the place of fulfilment – insofar as the shipment does not correspond to the intended use.

• Our warranty expires in case the goods have been handled improperly. In particular, our indications list at the end of these GTCs under Art. 12 for the handling of feeding insects must be taken into consideration. Damages related to an improper handling of the goods and/or the breach of the notifications listed below by the customer or employees of the customer are excluded from the warranty.

• If two unsuccessful attempts at supplementary performance have been made, then you can either select payment reduction or can cancel the contract.

• The limitation period for defect claims takes effect 12 months after the transfer of risk. This limitation only applies to claims due to damage resulting from the loss of life, physical harm or health or from the breach of a significant contractual obligation whose fulfilment even makes the proper implementation of the contract possible in the first place and whose adherence the contract partner can regularly count on (cardinal obligation) as well as for claims due to other damage related to a culpable or gross negligent breach of duty on the part of the customer or his ancillary agents.

• Minimal or insignificant deviations in terms of the colour, size and weight of the goods are reserved and do not lead to a deviation from the agreed to quality.

• For the agreed to conditions, we do not offer any guarantee in terms of Art. 443 German Civil Code (BGB).

Art. 9 Liability

(1) Unlimited liability: We are liable without limitation for intent and gross negligence as well as in accordance with the Product Liability Act („Produkthaftungsgesetz“). For slight negligence, we are only liable for damage resulting from loss of life, physical injuries or damage to health.

(2) Furthermore, the following limited liability applies: In cases of slight negligence, we only are liable in cases where a major contractual obligation has been breached, the fulfilment of which makes the implementation of the contract possible in the first place and the adherence to which you can regularly rely on (cardinal obligation). The liability for slight negligence is limited – upon signing of the contract – to the foreseeable damages which typically can occur. This limitation of liability also applies to our ancillary agents.

Art. 10 Data Storage

The customer is in agreement with and hereby informed that all of the relevant data collected within the scope of the business relationship – including personalised data in accordance with the Federal Data Protection Act („Bundesdatenschutzgesetz“) – are stored within the scope of our data processing activities.

Art. 11 Other

(1) If one or more of the provisions of this GTC becomes or is ineffective, then the effectiveness of the remaining provisions remains unaffected.

(2) Contracts between the customer and BUGS-International are solely subject to German law under exclusion of the UN Convention on Contracts for the International Sale of Goods

(3) You are businessman, legal entity under public law or a special fund under public law, then our offices are the place of jurisdiction for all disputes arising from or in connection with contracts between the customer and BUGS-International.

Art. 12 Information about the Handling of Feeding Insects

Our warranty pertaining to fodder insects expires if the supplied goods have not been handled in an appropriate manner and, in particular, if the following requirements for the handling of live insects have not been followed:

(1) Acclimatization

Depending on the temperature difference that needs to be compensated, an acclimatization period for the insects can take up to 3 hours. The insects (goods) must be removed from the packaging immediately after they have been delivered.

In order to avoid an autonomous heat-up of the insects, at exterior temperatures of over 25° C, the sales packaging must be placed far enough apart before they are stacked and sold. An ambient temperature of 22° C must be retained and an „all-round“ air access must be made possible in order to ensure an effective and simultaneously gentle cooling.

At exterior temperature under 5° C, insects often fall into a so-called torpor. In this case as well, the sales packaging must be separated after delivery. The ambient temperature must be between 22° C and 23° C in order to avoid the insects receiving a temperature shock and in order to guarantee their gentle awakening. The shipping carton works like a cooler. The goods must be removed from the shipping carton immediately upon receipt.

Prior to opening of the packaging box, „loose goods“ – insects that are delivered in large packages – must be acclimatized under the same conditions as the „canned goods“. This does not apply to mealworms, fly maggots, annelids and honey worms. These must be put into the refrigerator immediately.

(2) Storage: Temperature

The ideal storage temperature for our live feeding insects and their larva is between 18-22° C. Fly maggots, annelids, mealworms and honey worms must be stored in the refrigerator at 4–5° C.

(3) Storage: City

The storage area must never be subject to direct sunlight. Even the proximity to heaters or heater fans and other sources of heat is just as unsuitable as the proximity to heated terrariums and aquariums, but also lampshades or the air discharge opening of refrigerators and top-opening freezers.

It is imperative to take into consideration that the storage place is not subject to a draft and is not located near doors, hallways/passageways or near the floor.

The storage near cleaning and disinfectant products, biocidal products, mites control agents or other insecticides for home and pet use is not suitable. The same applies to cat litter, since this often contains anti-insect materials.

(4) Storage: Feed and moisture

The introduction of feed and/or moisture in the sales packaging in strictly prohibited in terms of feed regulations. It is also counter-productive in terms of the benevolent animal protection. Through the introduction of feed and/or moisture in the sales packaging, the material changes and is therefore no longer a BUGS-International product. In the process, all liability of BUGS-International GmbH immediately ceases for the affected product. Furthermore, the introduction of feed and moisture supports the growth of harmful germs.