GTC

General Terms and Conditions of MEDEALIS GmbH, registered office: Im Steinböhl 9, HRB: 5678, District Court of Darmstadt, VAT No.: DE-310072866
Phone: +49 (0) 6207 2032-597, Fax: +49 (0) 6207 2032-599

§ 1 General – Scope
(1) All agreements made between us and the Purchaser for the purpose of conclusion of this contract are set out in writing in this contract. These terms and conditions apply exclusively with regard to companies, legal entities under public law or special funds under public law within the meaning of § 310 of the German Civil Code (BGB).
(2) We do not recognise any terms and conditions of the Purchaser that are contrary to or deviate from our terms and conditions, unless we have expressly agreed to their validity in writing. Our terms and conditions of business shall also apply if we carry out the delivery to the Purchaser without reservation in the knowledge that the Purchaser’s terms and conditions conflict with or deviate from our terms and conditions of business. Our terms and conditions shall also apply to all future transactions with the supplier.

§ 2 Offer – Offer Documents
(1) The order placed by the Purchaser is a binding offer which we are entitled to accept within 2 weeks by sending an order confirmation or by sending the goods.
2) We reserve ownership rights and copyrights to programmes, contents, structures, source codes, logic, illustrations, drawings, calculations and other documents. This also applies in particular to such written documents that are designated as “confidential”. Before passing them on to third parties the purchaser requires our express written consent. If we do not accept the offer in accordance with the above paragraph, these documents are to be returned to us.
(3) We assume no liability for all information in our programmes, in particular for the up-to-date nature and completeness of the deposited price lists, comments or similar.

§ 3 Prices – Terms of Payment – Returns
(1) Unless otherwise stated in the order confirmation, our prices are “ex works” excluding packaging.
(2) Statutory value added tax is not included in our prices; it is shown separately on the invoice at the statutory rate on the day of invoicing.
(3) The deduction of a discount requires a special written agreement.
(4) Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment immediately after invoicing. If the Purchaser is in default of payment, we shall be entitled to demand interest on arrears in the amount of 9% above the respective discount rate of the Deutsche Bundesbank per annum. If we are able to prove a higher damage caused by default of payment, we shall be entitled to claim such damage. However, the Purchaser shall be entitled to prove to us that we have incurred no damage or significantly less damage as a result of the default of payment.
(5) The Purchaser shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. Furthermore, s/he is only entitled to exercise a right of retention insofar as her/his counterclaim is based on the same contractual relationship.

§ 4 Delivery Time
(1) Start of the delivery time stated by us requires the clarification of all technical questions.
(2) Compliance with our delivery obligations further presupposes the timely and proper fulfilment of the Purchaser’s obligation. The defence of non-performance of the contract remains reserved.
(3) If the Purchaser is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred to us in this respect, including any additional expenses. We reserve the right to assert further claims.
(4) If the conditions of section 3 are present, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the Purchaser at the point in time at which the Purchaser is in default of acceptance or debtor’s delay.
(5) We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date within the meaning of § 361 of the German Civil Code (BGB) or § 376 of the German Commercial Code (HGB). We shall also be liable in accordance with the statutory provisions if, as a consequence of a delay in delivery for which we are responsible, the Purchaser is entitled to claim that his interest in the further performance of the contract has ceased to exist.
(6) Furthermore, we shall be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. Provided that the delivery contract is not based on an intentional breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(7) We shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(8) If the delay in delivery is only due to a culpable breach of a non-essential contractual obligation, the Purchaser shall be entitled to claim liquidated damages for each completed week of delay in the amount of 3% of the value of the delivery, but not more than 15% of the value of the delivery.

§ 5 Transfer of Risk – Packaging Costs
(1) Unless otherwise stated in the order confirmation, delivery “ex works” is agreed. The freight costs shall be borne by the Purchaser. The risk of accidental loss or accidental deterioration of the goods shall pass to the Purchaser as soon as the goods leave the factory/warehouse (irrespective of who bears the freight costs).
(2) Transport packaging and all other packaging in accordance with the packaging regulations will not be taken back, with the exception of pallets. The Purchaser is obliged to dispose of the packaging at his own expense.
(3) In the event of a return of the goods for which we are not responsible, we shall not provide insurance cover; in this case, the Purchaser shall bear the risk of the uninsured return of the goods.

§ 6 Warranty for Defects – Compensation, Liability
(1) The warranty rights of the Purchaser shall be subject to the condition that the Purchaser has duly complied with her/his obligations to inspect the goods and to give notice of defects pursuant to §§ 377, 378 of the German Commercial Code (HGB).
(2) If there is a defect in the purchased item for which we are responsible, we shall be entitled to choose between remedying the defect and supplying a replacement. We are to be given the opportunity to remedy the defect within a reasonable period of time. In the event of rectifying of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.
(3) If the rectification of the defect/replacement delivery is unsuccessful, the Purchaser shall be entitled, at his discretion, to withdraw from the contract or to reduce the purchase price. If the purchased item lacks a warranted property, we shall be liable for damages for non-performance in accordance with the statutory provisions.
(4) We shall be liable in accordance with the statutory provisions insofar as the Purchaser asserts claims for damages which are based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) We shall be liable in accordance with the statutory provisions if we culpably breach an essential contractual obligation, but only for the foreseeable, typically occurring damage.
(6) In all other respects, liability for damages is excluded; in this respect, we shall in particular not be liable for damage that has not occurred to the delivery item itself.

(7) The mandatory provisions of the Product Liability Act shall remain unaffected. For claims for damages in the event of intent or gross negligence, as well as in the event of injury to life, body and health, which are based on an intentional or negligent breach of duty by us or an intentional or negligent breach of duty by our legal representative or vicarious agent, we shall be liable in accordance with the statutory provisions.
(8) The warranty period is one year calculated from the transfer of risk. The period is a statutory period of limitation and also applies to claims for compensation for consequential damages caused by a defect, insofar as no claims are asserted in tort; the statutory limitation period applies to these claims.
(9) If liability for damages towards us is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents.

§ 7 Retention of Title Security Interests
(1) We retain title to the object of sale until receipt of all payments arising from the business relationship with the Purchaser. In the event of breach of contract by the Purchaser, in particular in the event of default in payment, we shall be entitled to take back the purchased item. Taking back of the object of sale by us does not constitute a withdrawal from the contract unless we have expressly declared this in writing. The seizure of the object of sale by us shall always constitute a withdrawal from the contract. After taking back the object of sale, we shall be entitled to realise it; the proceeds of realisation shall be set off against the liabilities of the Purchaser – after deduction of reasonable realisation costs.
(2) The Purchaser is obliged to treat the object of sale with care – as long as ownership has not yet passed to him; in particular, s/he is obliged to insure it at her/his own expense against fire, water damage and theft at its reinstatement value. In case maintenance and inspection work is required, the Purchaser shall carry out such work in due time at her/his own expense.
(3) In the event of seizures or other interventions by third parties, the Purchaser is required to notify us immediately in writing so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a financial condition to reimburse us for the court and out-of-court costs of a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO), the Purchaser shall be liable for the loss incurred to us.
(4) The Purchaser shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to her/him from the resale towards his buyers or third parties, irrespective of whether the object of sale has been resold without or after being processed. The Purchaser shall remain authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the Purchaser fulfils his payment obligations from the revenues collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended. If this is the case, however, we may demand that the Purchaser will notify us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.
(5) The processing or transformation of the object of sale by the Purchaser shall always be carried out on our behalf. If the object of sale will be processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount, including VAT) to the other processed objects at the time of processing. The same applies to the object created by processing as to the object of sale delivered under retention of title.
(6) If the object of sale will be inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount, including VAT) to the other mixed objects at the time of mixing. If the mixing takes place in such a way that the item of the Purchaser is to be regarded as the main item, it shall be deemed to be agreed that the Purchaser shall transfer co-ownership to us on a pro rata basis. The Purchaser shall hold the sole ownership or co-ownership thus created in safe custody for us.
(7) We undertake to release the securities to which we are entitled at the request of the Purchaser to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent on us.

§ 8 Custom-made Products
(1) For programmes or parts of programmes, for goods manufactured according to drawings, samples or other information provided by the Purchaser, the Purchaser shall assume liability in the event of infringement of patent rights and other industrial property rights of third parties and shall indemnify us against such claims.
(2) Our drawings, samples or models remain our property and may only be handed over to third parties for inspection and after written consent by us. Tools and devices remain our property, even if the Purchaser has paid pro rata manufacturing costs. We undertake to keep moulds and devices for replenishment orders. The obligation to preserve the goods shall expire if no further orders are received from the Purchaser within two years of the last delivery. The obligation to preserve the goods shall expire immediately if the Purchaser does not pay for the goods delivered to him or does not pay for them on time.

§ 9 Place of Jurisdiction – Place of Performance
(1) If the Purchaser is a businessman, our registered office shall be the place of jurisdiction; however, we shall also be entitled to sue the Purchaser at the court of his place of residence or registered office. The law of the Federal Republic of Germany shall apply.
(2) Unless otherwise stated in the order confirmation, our registered office is the place of performance.