T&C

GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT (T&C)

  1. General - Scope
    1. . The following terms and conditions of sale only apply relative to companies, legal entities governed by public law or special funds under public law within the meaning of Sect. 310 Paragraph 1 BGB (German Civil Code) (hereinafter also referred to as "customer").
    2. Contracts about our deliveries and performances shall be concluded exclusively on the basis of the following terms and conditions. Any terms and conditions of the customer to the contrary or in deviation from our own terms and conditions are not recognized by us unless we expressly approve and agree to their applicability in writing. Our own terms and conditions shall apply, even if we perform the delivery or performance to the customer in full knowledge of any interfering customer terms and conditions or any customer terms and conditions deviating from our own terms and conditions.
    3. Ancillary agreements and any deviating agreements require our confirmation in writing for their legal effectiveness.
    4. Our terms and conditions also apply to all future business with the customer.
  2. Offers and orders Our electronic, written or oral offers do not represent any offer or quotation within the legal meaning, and instead are to be understood merely as a request to the customer to place an order. The customer shall be legally bound by his order for a period of 14 days from the day the order is received by us. A contract comes into effect only upon our written order confirmation, however at the latest with acceptance of the delivery by the customer. Our offers and order confirmations are always subject to a positive credit check of the customer and subject to timely and correct prior delivery to us (self-delivery)
  3. Industrial property rights, copyrightse
    1. The contract products incl. drawings, drafts, descriptions and similar documents as well as software are generally subject to industrial property rights / copyrights of the manufacturers / licensors. Any references to such proprietary rights on the contract products must not be altered, covered or removed by the customer.
    2. We shall only be liable for any damage caused due to the infringement of any such proprietary rights, if we were aware or should have known that such rights exist, and if these cause the customer to be exposed to claims by third parties. In terms of the actual amount, our liability in this regard shall be limited to the invoice value of the goods.
  4. Quality condition, delivery periods and deliveries
    1. Regarding the scope and the actual time of delivery and the agreed quality of the goods, only our written details shall be relevant and decisive. Ancillary agreements and changes require our confirmation in writing.
    2. Provided our written details do not state anything to the contrary, delivery shall be deemed to have been agreed upon from our company location. The nature and manner of shipping to the customer shall be determined by us. The costs and risks of transportation as well as the loading and packaging costs shall be borne by the customer. The customer is responsible for complying with any exclusion periods, for example in accordance with the general German terms and conditions of forwarding (ADSp).
    3. The return of any transport packaging and other packaging in accordance with the packaging ordinance shall not be accepted, with the exception of pallets. The costs for the disposal of the packaging must be borne by the customer.
    4. The delivery periods stated by us shall be deemed to have been agreed upon only approximately. The start of the delivery period stated by us presumes the prior clarification of all technical questions. A delivery period stated by us starts on the day that the corresponding confirmation is issued, but not before receipt of the documents, approvals, and releases to be procured by the customer as well as an agreed down payment by the customer. The delivery period is abided if the goods have left storage by the end of the delivery period or if the goods have been reported as being ready for shipping.
    5. The delivery period shall be extended appropriately in the event of any measures in connection with labour disputes, in particular strike and lockout, as well as in the event of the occurrence of unforeseen obstructions that are outside our sphere, to the extent that such obstructions can be proven to have a significant influence on the production or delivery of the goods to be delivered. This also applies if such circumstances occur at sub-suppliers. We shall not be held responsible for the above-stated circumstances, even if these occur during an already pre-existing delay. We will inform the customer as soon as possible about the beginning and end of any such obstructions.
    6. We shall be entitled to make reasonable partial deliveries and to invoice such partial deliveries.
    7. In the event of a delay in delivery due to slight negligence we shall only be liable for up to 5 % of the delivery value affected by the delay; however, in all cases this shall be limited to the foreseeable typical damage incurred.
    8. As far as the delay is due to intent or gross negligence on our part, we shall be liable according to statutory regulations but limited to the foreseeable typical damage incurred, inasmuch as there is no intentional breach of contract for which we are responsible.
    9. We shall be liable according to statutory regulations inasmuch as the underlying purchase contract is a fixed transaction or the customer no longer has any interest in the further fulfilment of the contract due to the delay in delivery for which we are responsible.
  5. Checking the goods The customer must check the goods immediately for completeness, conformity with the delivery documents and the order, and for any defects; any recognizable deviations and defects must be reported and claimed for immediately in writing. Provided that no complaints are raised within 5 working days from receipt by the customer, the delivery shall be deemed to have been in full accordance with the contract, unless any such deviation could not be recognized in spite of the most careful check being carried out. In addition, any transport damage or missing quantities recognizable on delivery must be noted on the acknowledgement of receipt of the carrier according to Section 438 HGB (German Commercial Code).
  6. Prices and Payment
    1. The price stated in our order confirmation shall apply, unless it is otherwise agreed in writing, that the price stated in our price list on the day that the order was accepted shall apply.
    2. For any deliveries to public pharmacies with an order quantity of less than 5 pieces, a small-order surcharge of currently EURO 3.20 will be charged.
    3. Our prices are to be understood to be net "ex works" in addition to statutory value-added tax, costs for transportation and packaging.
    4. We reserve the right to increase our prices appropriately if, after conclusion of the contract, increases in costs occur, in particular due to collective bargaining agreements, price increases for material or fluctuations in the exchange rate. If so requested, we shall provide evidence of these to the customer.
    5. Unless otherwise agreed, payments are due 14 days after the invoice date with a 2% discount reduction, or within 30 days after the invoice date without any deduction. If the customer exceeds the payment periods granted, we shall be entitled - without prejudice to any other rights -, to demand interest on the arrears in the amount of 8 % p.a. above the respective base interest rate pursuant to BGB (German Civil Code). All outstanding receivables shall fall due for immediate payment in the event of the customer defaulting on his payments.
    6. The retention of any payments or off-setting the same against any counter claims by the customer shall be permitted only if such counter claims have been legally established or if these are not disputed by us.
  7. Retention of title
    1. We retain ownership of the items delivered until full payment of all receivables from the business relationship between ourselves and the customer has been made.
    2. The customer is obligated to handle the delivery items with care; in particular, there is an obligation to insure these items to the extent that the goods are stored at the customer's premises; such insurance shall be taken out at the expense of the customer against fire, water and theft.
    3. The customer shall be entitled to resell or use the items delivered in the ordinary course of business; however, the customer is not permitted to pledge the goods or use them as security. Any receivables arising from the re-selling of the goods are already now assigned to us in the amount of the final invoice.
The customer continues to remain authorized to collect any such receivables, without this affecting our authorization to collect any such receivables ourselves. However, we will not collect the receivables assigned to us for as long as the customer meets his payment obligations from the revenues received, does not default on his payments, and no application for the opening of judicial insolvency proceedings has been made or payments have ceased. We hereby accept the assignment. The customer is obligated to provide us with all knowledge and information necessary for the collection of the assigned receivables.
    4. Any modification or processing of the retained goods is performed for us. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new goods in proportion to the invoice value of the reserved goods in relation to the other processed goods at the time of processing, combining, mixing or blending.
If the customer acquires the sole ownership of the new item, then it shall be deemed to have been agreed that the customer assigns proportionate ownership to us. This shall be kept for us free of charge. The advance assignment agreed above applies in the above-stated cases only in the amount of the invoice value of the reserved goods, which together with other goods, are resold. In the event of any seizures of, or other access to, the reserved goods, or the receivables assigned in advance, by any third parties, the customer must inform us immediately and also provide all the information necessary for an intervention. Any costs that arise from this cannot be collected from the third parties and will be charged to the customer.
    5. We are committed to release the securities, to which we are entitled, at our discretion and by request of the customer to the extent that the value of these securities exceeds the accounts payable to be secured by more than 20 %.
  8. Warranty
    1. The assertion of defect rights by the customer presupposes that the customer has properly met his examination and complaint obligations.
    2. If there is a warranty case, we shall be initially entitled at our discretion to supplementary performance by defect removal or replacement delivery. Any goods replaced, or parts thereof, are our property and must be returned to us. If we are not prepared to provide any such supplementary performance, or are not capable thereof, and/or if in particular such supplementary performance is delayed beyond any reasonable periods for reasons that we cannot be held responsible for, or if any such supplementary performance fails in any other way, or if the type of supplementary performance which the customer is entitled to cannot be expected from the customer, then the customer - at his own discretion - shall be entitled to withdraw from the contract or to demand a reduction in the purchase price.
    3. In the event of a withdrawal from the contract, the customer must allow the usage benefits extended until the point of withdrawal to be taken into account. The usage benefit for the time period until withdrawal will be calculated proportionally on the basis of the purchase price and the usual total period of use for the goods, unless the defect caused any such use to be restricted or not all possible. Both parties remain free to provide evidence of a lower or higher usage benefit. An insignificant defect does not entitle the customer to withdraw from the contract.
    4. If the verification of a defect report shows that there is no material defect, we shall be entitled to charge a flat administration / processing fee to the customer. In such a case, the customer remains free to prove to us that the administration / processing costs are lower than those invoiced.
    5. All warranty claims shall become statute-barred at the latest after 12 months, as calculated from the date of the transfer of risk. Inasmuch as the goods are the subject of a consumer goods purchase, the rights of the customer according to Sections 478, 479 BGB (German Civil Code) remain unaffected provided that the customer has met the examination and complaint obligations which he is responsible for pursuant to Section 377 HGB (German Commercial Code).
  9. Liability
    1. Provided that nothing is stated to the contrary, any further claims by the customer - for whatever legal reasons - are excluded. In particular we shall not be liable for any damages that have not arisen on the delivery item itself, for any loss of profit or any other property or financial loss suffered by the customer.
    2. This exemption from liability does not apply if the cause of the damage is the result of wilful intent or gross negligence, or if we have negligently violated a contractually essential obligation. It also does not apply if we have maliciously concealed a defect or have given a warranty with regard to the quality condition of the goods and if it was the purpose of said warranty to protect the customer against the damage that is being claimed.
    3. Our obligation to indemnify shall be limited to the foreseeable damage, in any case to the sum insured by our product liability insurance. We our ready to permit the customer to inspect our insurance policy.
    4. Warranty claims shall become statute-barred at the latest after 12 months from the date of the transfer of risk. This also applies to all claims for the compensation of any consequential damage from defects, inasmuch as there are no claims asserted based on malicious concealment of a defect and/or if no liability claims based on wilful intent are raised.
    5. Any further liability for damages beyond those provided for above is excluded - irrespective of the legal nature of the claim made. This does not apply to any claims for injury to life, limb or health, claims pursuant to Sections 1,4 Product Liability Act, other mandatory legal liability regulations declaring any exclusion or limitation of liability for inadmissible, or for any claims arising from an offence, or an impossibility for which we are responsible.
  10. Export
    1. We expressly point out that the products delivered by us are intended to be used and to remain in the Federal Republic of Germany, provided that nothing to the contrary has been agreed with the customer in writing.
  11. Miscellaneous
    1. Ancillary agreements must be made in writing. This also applies to any waiver of the requirement for the written form. If any particular provisions from the above provisions should be ineffective, this does not affect the effectiveness of the remaining contract and the remaining provisions.
  12. Place of jurisdiction
    1. The place of jurisdiction for all legal disputes arising from the contractual relationship, as well as with regard to its creation and effectiveness, shall be Hanover in relation to merchants, legal entities under public law and special funds under public law; however, we shall be entitled also to take legal action against the customer at the customer's domicile. The entire contractual relationship is subject to the law of the Federal Republic of Germany, excluding the U.N. Convention for the International Sale of Goods.
Status: January 2016