General Terms and Conditions of Sale and Delivery
§ 1 Scope of validity
The following General Terms and Conditions of Sale and Delivery constitute the content of the contract of purchase concluded between the parties. These terms and conditions of sale apply exclusively, and only in relation to businesspersons as understood by § 310 of the BGB [Bundesgesetzbuch: German Civil Code]. Terms and conditions of the purchaser deviating from these terms and conditions of sale will be recognised by the vendor only when the vendor has given express consent to this in writing.
§ 2 Prices and payment
(1) The purchase price is the price agreed between the parties or, if no detailed agreement has been made, the price stated in the current price lists of the vendor at the time of the order. Shipments within Germany shall be subject to the following stipulations detailed below. For therapeutic products, the price includes the cost of transport. This shall also apply to diagnostic products when the value of the order is in excess of € 500.00. Otherwise a one-off charge for transport costs will be made, in the amount of € 15.00. In the case of deliveries with dry ice, in every case a one-off charge of € 9.70 to cover costs falls due for payment. For deliveries with Coolpacks, an additional € 5.00 will be charged. For deliveries to all countries outside Germany, transport charges will be supplied on request. All prices are to be understood as net euro prices, with the addition of statutory VAT.
(2) Payment of the purchase price must be made exclusively to one of the accounts specified on the reverse side. In so far as no agreement to the contrary has been entered into, the purchase price is to be paid within 30 days from receipt of the invoice. A discount or rebate will only be granted on the basis of an express agreement to this effect between the parties.
(3) Interest on arrears will be levied by the vendor in the amount of 8% above the current basic interest rate of the European Central Bank per annum. We reserve the right to claim higher indemnification for arrears.
(4) The purchaser shall have a right to offset invoiced amounts only when his counterclaims have been upheld at law or are uncontested. All rights of retention on the part of the purchaser are hereby excluded.
(5) In so far as nothing to the contrary has been agreed, payments are to be made in euros.
§ 3 Terms and conditions of delivery
(1) The place of fulfilment is the head office of the purchaser. Transport shall be effected by and at the risk of the vendor.
(2) The risk of accidental loss or accidental deterioration of the goods passes to the purchaser on the goods being handed over to the latter.
(3) The vendor shall endeavour to deliver the goods at the earliest opportunity. No fixed delivery deadlines have however been agreed. In the case of individual exceptions to this ruling, in case of delay on the part of the obligated party the vendor shall be given a subsequent deadline of at least four (4) weeks.
(4) If the purchaser falls into default of acceptance, or if he culpably violates other obligations of cooperation, the risk of accidental loss or accidental deterioration of the object of purchase shall pass to the purchaser at the time when the latter falls into default.
(5) The fulfilment of mutual obligations shall be subject to reservation that any necessary export authorisations and/or transfer permits, as well as any other permissions or approvals of the responsible authorities based on legislation governing foreign trade, have first been granted, and no other legal obstacles based on requirements of export law and embargo law which require to be observed by us as exporter or shipper or by one of our suppliers militate against it.
§ 4 Reservation in respect of title
(1) The vendor reserves title of ownership in respect of the goods delivered until such time as all claims based on the contract of delivery have been settled in full. In case of arrears in payment, the vendor shall be entitled to demand the return of the goods by the purchaser without setting a subsequent deadline and without withdrawing from the contract.
(2) So long as right of ownership has not passed to him, the purchaser shall be obliged to treat the object of purchase with due care and to store it in keeping with the vendor’s specifications.
(3) The purchaser shall be entitled to resell the object of purchase in the normal way of business.
§ 5 Indemnification
Claims to indemnification on the part of the purchaser – on whatever material or legal grounds – are hereby excluded in cases of slight or simple negligence on the part of the vendor and his vicarious agents. The vendor admits liability for indirect damages, and damages not foreseeable at the time of conclusion of the contract, only when he or one of his vicarious agents can be charged with gross negligence or premeditated intent. The above limitations of liability shall not apply to liability based on mandatory statutory requirements.
§ 6 Guarantee and complaints based on defects
(1) The purchaser must duly comply with his obligations to examine goods and notify the vendor of defects where found as dictated by § 377 of the HGB [Handelsgesetzbuch: German Commercial Code]. If in spite of the utmost diligence on the part of the vendor complaints should arise, claims based on evident defects must be asserted within 14 days from receipt of the goods, those based on hidden defects immediately they are discovered. Otherwise the goods shall be considered as having been approved. Claims based on defects in this connection shall lapse by statutory limitation 12 months after the transfer of the associated risk.
(2) It the goods delivered prove to have a defect which was already present at the time of the transfer of risk, the vendor shall be obliged (subject to reservation in respect of the defect having been punctually pointed out) to replace the goods. If the vendor fails to deliver the replacement goods, the purchaser shall have a right to reduce the purchase price. Further claims based on defects are hereby excluded.
§ 7 Returns
As a matter of principle, Customer Service should be notified of any returned goods by sending an e-mail to retourenanfrage@ medac.de Such returns will then be dealt with in accordance with our GDP (Guidelines for Good Distribution Practice).
§ 8 Other matters
(1) This contract and all legal relations between the parties shall be subject to the law of the Federal Republic of Germany, UN sales law (the UN Convention on the International Sale of Goods) being expressly excluded, as well as to the provisions of German international private law.
(2) These General Terms and Conditions of Sale and Delivery have been drawn up in both German and English. If differences exist between the two versions, the German version shall be taken as definitive.
(3) The exclusive court of law responsible for all legal disputes arising from this contract is that of Hamburg. The vendor also has the right to bring suit against the purchaser at his main place of business.
(4) Changes and additions to this contract require to be expressed in writing in order to be valid. This applies likewise to any changes to this clause on the requirement of written form. No collateral oral agreements have been entered into.
(5) If individual stipulations of this contract should be or become effective or be found to contain a loophole, the validity of the other stipulations shall be unaffected thereby. The parties are to substitute for the ineffective regulation an effective one which approximates as closely as possible to the business aim envisaged on conclusion of the contract.