Terms and conditions

 

General Terms and Conditions (Meditrade GmbH)

1. orders and offers
a) Purchase contracts are only concluded with a confirmation by the seller, and only on the basis of the following terms of delivery and payment. Other conditions do not become part of the contract, even if we do not expressly contradict them.

b) Verbal and telephone agreements are only binding if they are confirmed in writing or by telex.

c) Invoicing shall be at the agreed price. If prices have not been agreed, the daily price valid on the day of delivery shall be used as a basis.
2. special types of delivery
a) In the absence of agreements, the choice of the mode and route of dispatch shall be left to the Vendor’s best judgement without liability for the cheapest and fastest shipment. If the customer wishes to collect the goods himself or have them collected by truck, he requires the prior consent of the seller.

b) We reserve the right to change our prices accordingly if after conclusion of the contract cost reductions or cost increases occur, in particular due to changes in transport costs, raw materials and other price changes.

2. special types of delivery
a) In the absence of agreements, the choice of the mode and route of dispatch shall be left to the Vendor’s best judgement without liability for the cheapest and fastest shipment. If the customer wishes to collect the goods himself or have them collected by truck, he requires the prior consent of the seller.

b) We reserve the right to change our prices accordingly if, after conclusion of the contract, cost reductions or cost increases occur, in particular due to changes in transport costs, raw materials and other price changes.

 

3. delivery time
a.) If no specific delivery dates have been agreed, the delivery period shall commence on the day of dispatch of the order confirmation or acceptance of the order, it shall end on the day on which the goods leave the dispatch warehouse or the supplying factory or are put into storage due to impossibility of dispatch in accordance with section 5b. If, after confirmation or acceptance of the order, the Buyer demands changes to the order which affect the production time or delivery to the Vendor, the delivery time shall not commence until the change has been confirmed. If the Vendor does not meet a delivery deadline for reasons for which he is responsible, the Buyer shall be entitled to withdraw from the contract after the fruitless expiry of a reasonable period of grace.

b) In the event of non-compliance with delivery dates, Buyer shall not be entitled to compensation unless non-compliance with the delivery period is due to intent or gross negligence on the part of Vendor or its vicarious agents.

4. defects of the delivery
a) The goods must be inspected immediately upon arrival at their destination, even if samples have been sent, and must be handled with the care of a prudent businessman.

b) The condition of the goods shall be deemed to have been approved if no notification of defects is not sent to the seller within 10 days, in the case of hidden defects not within 1 month after arrival at the place of destination. Any liability is excluded after the delivered goods have been used or processed.

c) For defective goods, the buyer can demand a reduction of the purchase price or delivery of a defective product with return of the delivered goods. If the Vendor does not deliver a replacement within a reasonable period or if the replacement delivery is also defective, the Buyer shall be entitled to demand a reduction in the purchase price or to withdraw from the contract. Buyer shall only be entitled to claims for damages if the goods lack a characteristic expressly promised in the order confirmation; in this case the claim for damages shall be limited to the direct damage unless Vendor is guilty of intent or gross negligence.

d) Claims for damages for positive breach of contract and for culpa in contrahendo are excluded, unless the Vendor is guilty of intent or gross negligence.

 

5. impossibility of delivery
a) In the event of exceptional circumstances, the seller has the choice of postponing the delivery for the period of the hindrance or withdrawing from the contract in whole or in part. This includes every circumstance that makes the delivery permanently or temporarily difficult or impossible (e.g. lack of vehicles, route closure, impeded shipping, strikes. lockout, natural disasters, fire, war-like events, insurrection, acts of God, lack of necessary raw and auxiliary materials, failure of working equipment (machines, manufacturing facilities, complete or partial failure of energy supply, force majeure, etc.) If the seller has already delivered partial quantities, the buyer is obliged to accept the goods already delivered under the conditions agreed for the total order.

b) If the dispatch of the goods is impossible due to extraordinary circumstances according to clause 5 a, the goods will be put into storage or stored with a forwarding agent for the account and risk of the buyer. By storing the goods, the Vendor’s obligation to deliver is fulfilled.

 

6. terms of payment
a) If the payment deadline is exceeded, the seller is entitled to demand interest on the due date at the interest rate usually charged by commercial banks in current accounts, but at least 3% above the discount rate.

b) Means of payment other than cash and bank transfers, in particular cheques, will only be accepted under the reservation of encashment. Payment by bill of exchange is only permitted after prior written agreement. Credit notes will be issued at the amount which results after deduction of all costs. The day of payment shall be the day on which the amount is available to the seller.

c) All costs of transmitting the invoice amount to the seller shall be borne by the buyer. Payments shall only be made to the paying agents indicated on the invoice or to the company’s cash office or to the persons entitled to collect the amount. The Buyer shall bear the risk of transmitting the invoice amount to the Vendor. Travellers and representatives of the seller will not accept payments unless a written power of attorney to collect is presented.

d) Bills of exchange and discount charges shall be borne by Buyer and shall be settled or paid immediately after posting and transmission. If payment by personal acceptance has been agreed, these must be received by the seller within 30 days of the invoice date. In the case of bills of exchange, the term of validity may not exceed 90 days from the date of invoice (LZB eligibility must be fulfilled).

e) The Vendor may terminate a commercial credit granted to the Buyer by giving 14 days’ notice to the end of each calendar month, for good cause also without notice. In case of agreed payments by bill of exchange, the term of the commercial credit shall be extended until the due date of the bill(s) of exchange.

f) Any rebates, bonuses and discounts granted by the Seller shall only apply to deliveries for which the Seller receives full payment without legal action.

g) If there are several claims, the seller is entitled to offset payments made by the buyer against his claims in the order of their due dates. The debtor’s right of determination according to paragraph 366 / I BGB is excluded in this respect.

 

7. default
If the buyer is in default of payment or acceptance, the seller can, after a fruitless deadline of 10 days, in addition to the default or maturity interest according to clause 6 a, either demand compensation for non-performance or withdraw from the contract in whole or in part. However, Vendor shall also be entitled to demand acceptance of the quantities with which Buyer is in default of acceptance but shall not be obliged to list further parts of the order. The same shall apply if Buyer is in default of acceptance of only one of several individual orders.

 

8. reservation of title
a) The goods delivered shall remain the property of the Vendor until full payment of the purchase price and all other claims of the Vendor or other companies of the Rösner-Mautby Meditrade Group against the Buyer, and in the case of cheques and bills of exchange – including bills of exchange discounted by the Buyer himself – until they have been honoured. In the case of a current account, the retained title shall be deemed to be security for the balance due to the seller. In the event of default of payment or deterioration of assets, Buyer shall be obliged to return the goods to Vendor or Vendor’s authorised representatives at their request. In the event of cessation of payment, the goods shall be sorted out without request and kept at the disposal of the Vendor.

b) Any use or processing of the delivered goods by the Buyer shall be carried out – to the exclusion of the acquisition of ownership pursuant to Section 950 of the German Civil Code – for the Vendor without any obligation on the Vendor. In the event of processing or use with other goods not belonging to the Buyer, the Vendor shall be entitled to co-ownership of the new object in the ratio of the value of the reserved goods to the other processed goods at the time of processing.

c) Buyer shall be entitled to sell the goods belonging to Vendor pursuant to para. a) or b) within the scope of proper business management, but not to pledge or assign them as security. He hereby assigns to the Vendor all claims against his customers arising from the sale.

d) If the value of the security existing for the Vendor exceeds the Buyer’s claim by more than 20% in total, the Vendor shall be obliged to release securities of the Vendor’s choice at the Buyer’s request.

e) Buyer must insure the goods belonging to Vendor against all storage risks and provide evidence of the conclusion of the insurance policy to Vendor at the latter’s request. He shall inform the Vendor immediately of any seizure or other impairment by third parties.

f) All equipment and samples provided by us on loan free of charge shall remain our property for an unlimited period. We reserve the right to decide at any time on a possible return. Any agreements deviating from these conditions must be made in writing.

 

9. securing the seller.
a) If a deterioration in the financial circumstances of the buyer becomes known or if the buyer is in default of payment, the seller shall be entitled to demand immediate payment of all outstanding invoices, including those not yet due, and to demand cash payment before delivery of the goods for all outstanding deliveries.

b) Before complete payment of due invoice amounts including due date or default interest, the seller shall not be obliged to make any further deliveries under any current contract. In addition, Vendor shall have the rights to which it is entitled under Section 326 of the German Civil Code.

c) The offsetting of disputed counterclaims against due invoice amounts as well as deductions of any kind are not permitted. In particular, the Buyer – if he is a merchant – shall not be entitled to withhold payment of due invoice amounts until the matter has been clarified or to reduce the invoice amounts of his own accord in the event of complaints about the goods.

10. copyright
When using the buyer’s samples and artwork, the buyer shall be responsible for ensuring that no third-party rights are infringed. The Vendor’s samples and artwork may not be used without the Purchaser’s consent and shall remain the Vendor’s property even if they are invoiced to the Purchaser.

 

11. place of performance, place of jurisdiction, venue and applicable law
a) Place of performance for delivery and payment is agreed in Kiefersfelden.

b) Place of jurisdiction for both parties is Rosenheim or Traunstein. The seller is also entitled to choose as place of jurisdiction the place where the buyer has his seat.

c) German law applies. The application of the uniform purchase laws is excluded.

 

12. special conditions
a) Payments Invoices are to be paid within 8 days of the invoice date less 2% discount or within 30 days of the invoice date without deduction. Other arrangements must be made in writing and must be confirmed by the seller. If the payment period of 30 days is exceeded, the interest on arrears according to paragraphs 6 a and 7 shall apply.

b) Increase in quantity If products are delivered in a special design specified by the buyer, the seller shall be entitled to an excess or short delivery of up to 20%.

c) Defects Vendor shall not be 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 notification 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 buyer does not request the submission of reference samples, the seller is only liable for gross negligence.