General Terms and Conditions of Meditrade GmbH

(Status: October 2020)

§1 Scope of application

1.1

These General Terms and Conditions of Business apply to all our business relations with our customers if the customer is an entrepreneur within the meaning of §14 BGB, a legal entity under public law or a special fund under public law.

1.2

Other conditions do not become part of the contract, even if we do not expressly contradict them.

1.3

Unless otherwise agreed, our General Terms and Conditions of Business in the version valid at the time of the customer’s order, or in any case, in the version last communicated to him in text form, shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

1.4

Oral and telephone agreements are only binding if they are confirmed in writing or by telex.

§2 Conclusion of contract

2.1

Our offers are non-binding and subject to confirmation. This also applies if we have provided the customer with catalogues and other product descriptions.

 

2.2

The customer’s order constitutes a binding offer. We are entitled to accept the customer’s offer within four days of receipt by us.

2.3

The contract comes into effect with our confirmation (e.g. order confirmation).

§3 Prices, price adjustment, terms of payment

3.1

The agreed prices are decisive. These are ex works plus the respective statutory value added tax.

3.2

We reserve the right to increase or decrease our prices accordingly in the event of an increase or decrease, in particular, in transport costs, material production costs, wage costs, energy costs, customs duties and public charges, raw material prices and/or other price changes and/or changes in value-added tax, currency changes, insofar as these changes have a direct or indirect effect on our services and influence them.

3.3

Invoices are to be paid within 30 days of the invoice date and delivery of the invoice without deduction. Any other arrangements must be made in writing and confirmed by us.

3.4

Means of payment other than cash and bank transfers, in particular cheques, shall only be accepted subject to being cashed in. Credit notes will be issued with the amount which results after deduction of all costs. The day of payment is the day on which the amount is available to us.

3.5

All costs for the transmission of the invoice amount to us are borne by the customer. Payments are only to be transferred to the paying agents indicated on the invoice or made to the company’s cash office or to the persons entitled to collect. The customer bears the risk of transmitting the invoice amount to us.

3.6

If there are several claims, we are entitled to offset the customer’s payments against his claims in the order of their due dates. The debtor’s right of determination according to § 366 BGB is excluded in this respect.

§4 Delivery, dispatch, transfer of risk

4.1
Our delivery periods are always non-binding, unless otherwise agreed or arising from the contractual relationship.

4.2

Unless otherwise agreed, we are entitled to choose the method of dispatch of the goods. If the customer wishes to collect the goods himself or have them collected, this requires our prior consent.

4.3

The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon delivery. In the case of mail order purchases, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If acceptance has been agreed, this is decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services also apply accordingly to an agreed acceptance. If the customer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

§5 Self-delivery, force majeure

5.1

If, despite proper and sufficient cover before conclusion of the contract, we are not, not in time, not correctly supplied by our supplier/sub-supplier through no fault of our own, we will inform our customer immediately after becoming aware of this in writing or in text form. In such a case, we have the choice to postpone the delivery for the time of the hindrance or to withdraw from the contract in whole or in part, provided that we have informed the customer about the hindrance and have not assumed any procurement risk risk in accordance with § 276 BGB or a delivery guarantee.

 

5.2

Clause 5.1 also applies in the event of force majeure. Force majeure is any event beyond the control of the respective contracting party that prevents it from fulfilling its obligations in whole or in part.

This includes any circumstance that makes delivery permanently or temporarily, with a duration of at least 14 working days, difficult or impossible, in particular route closure, obstructed shipping, strikes, lockouts, natural disasters, fire, war, war-like events, insurrection, official orders, pandemic, etc.

 

5.3

If we have already delivered partial quantities, the customer is obliged to accept the goods already delivered under the conditions agreed for the entire order.

§6 Warranty

6.1

The warranty period is one year from delivery or, if acceptance is required, from acceptance. This period shall not apply to claims for damages by the customer arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by us and our vicarious agents, which shall be time-barred in accordance with the statutory provisions.

 

6.2

The delivered goods must be carefully examined immediately after delivery to the customer or to the third party designated by the customer. With regard to obvious defects or other defects which would have been recognisable in an immediate, careful inspection, the goods shall be deemed to have been approved by the customer if we do not receive a written notification of defects within 10 days of delivery. With regard to other defects, the delivered goods shall be deemed to have been approved by the customer if we do not receive a notification of defects within 30 days of the time at which the defect became apparent; however, if the defect was already apparent at an earlier point in time during normal use, this earlier point in time shall be decisive for the start of the period for notification of defects.

6.3

We are not liable for minor deviations from the sample, e.g. in colour, purity, condition, quality or weight. The assessment of defects does not depend on the individual boxes, pieces, rolls, roll texts, sheets, packages or bales, but on the average failure of the entire delivery, even if the notice of defects refers to deviations in dimension, weight or quantity. A defect shall not be deemed to exist if individual boxes, pieces, roll texts or sheets vary in weight by twice the permissible deviations. However, the parts deviating more strongly from the average may not exceed 5% of the total mass. If the customer does not request the submission of reference samples, we shall only be liable for gross negligence.

§7 Liability

7.1

We shall be liable for damages – regardless of the legal grounds – within the scope of liability for culpability in cases of intent and gross negligence. In the case of simple negligence, we are only liable, subject to statutory limitations of liability (for example: care in our own affairs; minor breach of duty), for

  1. for damages resulting from injury to life, body or health,

 

  1. for damages resulting from the breach of an essential contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damage.

7.2

The limitations of liability resulting from § 7.1 shall also apply to third parties as well as to breaches of duty by persons (also in their favour) whose fault we are responsible for according to statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the customer under the Product Liability Act.

§8 Default of acceptance and payment

If the customer is in default of payment or acceptance, we can, after a fruitless deadline of 10 days, either demand compensation for non-performance or withdraw from the contract in whole or in part, in addition to the default or due date interest. However, we are also entitled to demand acceptance of the quantities with which the customer is in default of acceptance, but are not obliged to list further parts of the order. The same applies if the customer is in default of acceptance for only one of several individual orders.

§9 Reservation of title

9.1

The delivered goods shall remain our property until the purchase price and all our other claims against the customer have been paid in full; in the case of cheques, until they have been cashed.

9.2

In the case of a current account, the retained title shall serve as security for our balance claim. In case of default of payment or deterioration of assets, the customer is obliged to return the goods to us at our request. In case of suspension of payment, the goods are to be separated without request and kept at our disposal.

9.3

Any use or processing of the delivered goods by the customer shall take place – to the exclusion of the acquisition of ownership in accordance with § 950 BGB – on our behalf without any obligation on our part. If the goods are processed or used with other goods not belonging to the customer, we shall be entitled to co-ownership of the new object in the ratio of the value of the goods subject to retention of title to the other processed goods at the time of processing.

9.4

The customer is entitled to sell the goods in our ownership within the scope of proper business management, but not to pledge or assign them as security. He hereby assigns to us any claims against his customers arising from the sale.

9.5

If the value of the security existing for us exceeds the customer’s claim by more than 20% in total, we are obliged to release securities of our choice to this extent at the customer’s request.

9.6

He must inform us immediately of any seizure or other interference by third parties.

§10 Right of retention, offsetting

The offsetting of counterclaims of the customer or the retention of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established or result from the same order under which the delivery in question was made.

§11 Choice of law, place of jurisdiction

If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Kiefersfelden. The place of jurisdiction for both parties is Rosenheim or Traunstein. The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).