General Terms and Conditions (GTC)

 

§ 1  
General - Scope

(1) Our terms of sale apply exclusively; we do not recognise any terms of the customer that conflict with or differ from our terms of sale unless we have expressly agreed their validity in writing. Our terms of sale also apply, if we deliver to the customer without reservation in the knowledge that the terms of the customer conflict with or differ from our sales conditions. Our terms of sale also apply to all future transactions until such time as new or amended terms of sale take effect.

(2) Agreements differing from this, in particular with our sales personnel (field sales staff, order acceptance etc.) are only valid following our express written confirmation.

§ 2
Offer - Acceptance - Offer Documents

(1) Our offers are subject to change and are non-binding unless stated otherwise. Our declarations of acceptance are effected exclusively by execution of delivery, whereby the shipping documents are authoritative, or by special written confirmation.

(2) We reserve the ownership of and the copyrights to offers, contracts, drafts, calculations and other documents. The customer must obtain our express written consent before disclosing them to third parties.

(3) We supply exclusively to entrepreneurs (section 14 BGB (German Civil Code)) and legal entities under public law or special assets under public law.

(4) Technical and scientific information is non-binding unless it is expressly agreed otherwise in writing or prescribed by law. The information is given to the best of our knowledge and in good faith.

§ 3
Prices - Terms of Payment

(1) Our prices as per the price list current at the time will apply, unless stated otherwise in the order confirmation. We charge pro rata logistics costs of 10.00 € for very small orders of less than 100.00 € net value.

(2) Statutory VAT is not included in our prices; it is shown separately on the invoice at the statutory rate applicable on the date of issue of the invoice.

(3) We give 2% discount if payment is made within 14 days of the date of issue of the invoice. The discount is not applied, if there are invoices still outstanding from an earlier date.

(4) In the absence of anything to the contrary being stated in the order confirmation, the purchase price is due for payment without deduction within 30 days from the invoice date. The statutory provisions governing the consequences of late payment apply.

(5) The customer is only entitled to set-offs, if their counterclaims are non-appealable, undisputed or acknowledged by us. Furthermore, the customer is only entitled to exercise right of retention, if their counterclaim is based on the same contractual relationship.
 

§ 4
Delivery Date

(1) Binding delivery dates and periods require express written agreement. Commencement of the period of delivery stated by us is contingent upon all questions relating to the contract being resolved. 

(2) Compliance with our delivery commitment is further subject to the fulfilment of the obligations of the customer in a proper and timely manner. We reserve the right to claim non-fulfilment of contract. 

(3) If the customer is in default of acceptance or culpably fails to comply with other duties of cooperation, we will be entitled to demand compensation for the resultant loss or damage, including any extra expenditures. We reserve the right to make further claims.

(4) Insofar as the conditions of para. (3) have been met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point at which the latter is in default of acceptance or payment.

(5) Our liability for delays in delivery is excluded to the extent permitted by law. In particular, we are not liable for slight negligence, delays in delivery by suppliers, Force Majeure, strikes, lockouts and official restrictions on supply.

(6) For the remainder, we will, in the event of delay in delivery, be liable for 3% of the value of the goods to be delivered for each complete week of default in the context of a flat-rate compensation for delay, but not exceeding 15% of the value of the delivery.

(7) We are, at any time, entitled to make partial deliveries and partial performance.

(8) The customer may only assert other claims as complete or residual performance after a reasonable grace period.

§ 5
Passing of Risk - Packaging Costs

(1) Unless the order confirmation states otherwise, delivery is agreed "ex works". 

(2) Transport packaging and all other packaging defined in the packaging ordinance will not be taken back; pallets are exempted from this. The customer must arrange for disposal of the packaging at their own expense.

(3) If the customer so wishes, we will take out transport insurance to cover the delivery; any costs incurred in this regard are payable by the customer.

§ 6
Liability and Warranty

(1) Claims for defects by the customer are subject to the proviso that the latter has duly complied with any requirements under section 377 HGB [German Commercial Code] to inspect and give notice of defects.

(2) Insofar as there is a defect in the purchased item, we have the right to choose supplementary performance in the form of eliminating the defect or delivery of a new defect-free product. If we remedy the defect, we are obliged to bear all costs required to remedy the defect, in particular transport, travel, labour and material costs, provided these are not increased by the fact that the goods have been transported to a place other than the place of performance.

(3) If the supplementary performance should fail, the customer has the right to demand either withdrawal or reduction at their discretion.

(4)The limitation period for claims for defects is 12 months, calculated from when the risk is transferred.

(5) Guaranteed characteristics and/or warranties require express written agreement as such. Information in brochures, catalogues, product descriptions etc. does not constitute any warranties or guaranteed characteristics.

(6) We have unlimited liability pursuant to the statutory provisions in the event of claims arising from the Arzneimittelgesetz, (German Medicines Act,) Produkthaftungsgesetz (Product Liability Act), in the event of expressly agreed guarantees and fraudulent concealment of defects. This also applies to intentional or negligent injury to life, body or health by us, our agents or our legal representatives.

(7) For any other damage, we are liable in the event of breach of duty by us, our legal representatives or agents, either intentionally or through gross negligence.

(8) Liability is excluded for slightly negligent breaches of duty by us, our legal representatives or agents unless it concerns a breach of fundamental contractual obligations. In this event, liability is limited to the damage that typically occurs and is foreseeable at the time the contract was concluded.

(9) Any further liability for damages as provided for above is otherwise excluded, regardless of the legal nature of the asserted claim. This applies in particular to damage claims from culpa in contrahendo, in respect of other breaches of duty, in respect of tortious claims for damages pursuant to Section 823 BGB (German Civil Code) or pure pecuniary loss.

(10) In so far as our liability for compensation of damages is excluded or limited, this also applies to the personal liability of our salaried staff, workers, employees, representatives and agents.

(11) Any use or handling beyond that stated in the labelling or product documentation (e.g. reprocessing of disposable items, storage conditions, use by date etc.) is done at the customer's own risk to the exclusion of any warranty and liability on our part.


§ 7
Securing Retention of Title

(1) We reserve title to the goods until receipt of all payments under the delivery contract. In the event of breach of contract by the customer, especially in the event of default of payment, we are entitled to take back the goods. The taking back of the goods by us does not constitute withdrawal from the contract, unless we have expressly declared this to be the case in writing. The repossession of the goods by us shall always be construed as a cancellation of the contract. After the goods are returned, we are entitled to dispose of them and the proceeds from their realisation will be offset against the customer's liabilities - less reasonable realisation costs.

(2) The customer must treat the goods with due care; in particular, the customer must, at their own expense, insure them adequately at the replacement value against damage by fire, water and theft.

(3) The customer must notify us immediately in writing in the event of seizures or other interventions by third parties, so that we can take legal action pursuant to Section 771 ZPO (German Code of Civil Procedure). If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to Section 771 ZPO, the customer is liable for the losses we incur.

(4) The customer is entitled to resell the goods in the ordinary course of business; the customer must, however, assign to us here and now all claims in the amount of the final invoice (including VAT) of our claim that accrue to them from the resale to their customers or third parties, regardless of whether the goods have been resold without or after processing. The customer is also authorised to collection of this claim after the transfer. Our authority to collect the claim ourselves remains unaffected thereof. However, we agree not to collect the claim, provided that the customer complies with their payment obligations arising from the proceeds collected, is not in default of payment and, in particular, so long as no application to open bankruptcy proceedings - or composition or insolvency proceedings has been made or payment suspended. Should this be the case, however, we may demand that the customer informs us of the assigned claims and the debtors thereof, provides us with all the particulars required for the collection, surrenders the corresponding documents and informs the debtors (third parties) of the assignment.


§ 8
Final Provisions

(1) If the customer is a trader, our place of business is the place of jurisdiction; however, we are entitled also to bring an action against the customer in their local court.

(2) The law of the Federal Republic of Germany applies, to the exclusion of the United Nations Convention on the International Sale of Goods. 

(3) Unless the order confirmation states otherwise, our place of business is the place of performance.

(4) Weexpressly draw your attention to the particular provisions (e.g. obligations to keep records, reporting requirements, know-how of sales personnel etc.), which may be relevant for the purchasers of our products based on the German Medicines Act or Medical Devices Act (Arzneimittel-, Medizinproduktegesetz) or other health protection regulations.