General sales and delivery terms (T&Cs)
As of 08/2020
§ 1 validity of the conditions
For all deliveries, services and offers from Med Contact GmbH - hereinafter referred to as “Seller”-, these "General Terms and Conditions" (T&Cs) apply exclusively, even if the buyer invokes other conditions. Deviating or additional conditions are not recognized. Counter-confirmations by the buyer with reference to his business or purchase conditions are hereby rejected.
The general terms and conditions also apply if the seller unconditionally carries out the delivery in the knowledge of differing conditions of the customer. These terms and conditions also apply to all future business relationships, even if they are not expressly agreed again. These conditions are considered accepted at the latest when the goods or services are received.
§ 2 offer and conclusion of contract
Offers contained in brochures, catalogs, advertisements, internet etc. are subject to change and non-binding - also with regard to the prices.
§ 3 prices
Unless otherwise agreed in writing, the prices and conditions of the seller valid on the day the contract is concluded are decisive for the calculation. Prices are in euros ex works Salmendingen "EXW" (Incoterms ® 2010), excluding freight, insurance, customs, fees and other public charges as well as statutory VAT.
In the case of sales tax-free deliveries in foreign business, the buyer is obliged to send the seller the customs export certificate. Unless agreed otherwise, samples are only delivered at extra cost.
§ 4 terms of payment
The seller's invoices are payable without deduction no later than 30 days from the invoice date, unless otherwise agreed in writing. A payment is only deemed to have been made when the seller can dispose of the amount. The buyer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by the seller. The buyer is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship and is also legally established, undisputed or recognized by the seller.
If it becomes apparent after the conclusion of the contract that the seller's claim to payment of the purchase price is jeopardized by the inability of the buyer to perform, the seller is entitled to refuse performance and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In the case of contracts for the delivery of goods that the seller manufactures according to the buyer's special specifications (custom-made), the seller can immediately declare the withdrawal; the statutory provisions on the dispensability of setting deadlines remain unaffected.
§ 5 retention of title
The seller retains ownership of the delivered goods until the purchase price has been paid in full. In addition, the seller retains ownership of the delivered goods until all claims that the seller has against the buyer for any legal reason, now or in the future, have been met. If the seller exercises the right of withdrawal as part of the retention of title, this does not require a prior deadline. If the buyer sells the goods delivered by the seller, he hereby assigns the resulting claims against his buyer to the seller until the claim has been completely paid off. The buyer is only entitled and authorized to resell the reserved goods if the claim from the resale passes to the seller. The buyer is not entitled to dispose of the reserved goods in any other way. At the request of the seller, the buyer is obliged to notify the assignment to the third party for payment to the seller.
The seller reserves ownership and all copyrights to illustrations, drawings and other documents made available to the customer. Passing on such documents to third parties requires the seller‘s express written consent and they must be returned to the seller immediately upon their request.
§ 6 Exchange / return outside the warranty
All products supplied by the seller are excluded from exchange and return outside the warranty law, unless otherwise agreed in writing. Returning the goods is exceptionally permitted if the seller has given a written consent and the goods are returned within 7 days of receipt of the goods freight-free in the original packaging, undamaged and in a hygienically perfect condition. The goods can only be taken back for a corresponding processing fee. If a check of the goods return shows that the above-mentioned return conditions have been met, the seller creates a credit for the invoice amount of the goods return. Unless a different written agreement has been made, the credit will be credited to the customer account and can be deducted by the buyer for later payments. Custom-made products, sterile goods and hygiene articles (especially articles with direct body contact) are generally excluded from the return. Contaminated goods will not be accepted or processed and returned at the buyer's expense.
§ 7 delivery and performance time
Delivery dates or deadlines that can be agreed as binding or non-binding must be in writing. In addition to compliance with legal regulations, the prerequisite for compliance with the delivery time is the fulfillment of all contractual obligations by the purchaser / buyer, e.g. the performance of advance payments. If shipping has been agreed, the delivery times and dates refer to the time of handover to the forwarder, carrier or other third party commissioned with the transport. In the case of sales ex works, the delivery deadlines are met if the goods are made available to the buyer within the delivery period or on the delivery date on the seller's premises. The seller is entitled to partial deliveries and partial services at any time, unless otherwise agreed in writing. Delays in delivery and performance due to force majeure and events that make delivery much more difficult or impossible for the seller, e.g. The seller is not responsible for disruptions in the suppliers' plants, even with bindingly agreed deadlines and dates. The seller is entitled to postpone deliveries for the duration of the impediment. If the buyer is in default of acceptance, the seller is entitled to demand compensation for the damage incurred.
§ 8 transfer of risk
The risk is transferred to the purchaser / buyer at the latest when the goods are dispatched from the seller's warehouse. If the shipment becomes impossible or delayed due to circumstances for which the seller is not responsible, the risk passes to the purchaser / buyer from the day of dispatch. Compensation for breakage or missing quantities or incorrect deliveries that occur during the transport is only possible if a proper confirmation from the company commissioned with the transport is presented. Without such confirmation, complaints cannot be accepted.
§ 9 Warranty, liability for material defects and legal defects, other liability
If the delivery item is defective when it is handed over or if it does not have the agreed quality or if it becomes defective within the warranty period due to manufacturing or material defects, the seller will only deliver the replacement to the immediate buyer of his choice or make improvements. Multiple repairs by the seller are permitted. If the rework or replacement delivery is not carried out by the seller within a reasonable time, the claims of the buyer are based on the statutory provisions. The limitation period for warranty claims is based on the statutory provisions, unless a different period is specified for the product in the instructions for use. The start of the period is the time of delivery. The warranty against an entrepreneur is reduced to 12 months, whereby in the event of recourse, the seller grants the entrepreneur an equivalent compensation for the shortened warranty period. Obvious defects must be reported to the seller in writing immediately, but no later than one week after delivery. The defective delivery items are to be kept available for inspection by the seller in the condition in which they were at the time the defect was discovered. The seller has to deliver goods that are free of third-party rights, which exist under German law or the law of the country in which the buyer has his place of business and which he knew when the contract was concluded or about which he could not have been ignorant. If the seller violates this obligation, the seller will, at his option and at his own expense, change or replace the delivery item in such a way that no third-party rights are violated, but the delivery item continues to perform the contractually agreed functions. If he does not succeed within a reasonable period of time set by the buyer, the buyer is entitled to withdraw from the contract or to demand a reduction in the purchase price. Any claims for damages are subject to the restrictions of these general terms and conditions of sale and delivery mentioned here. In the event of a violation of third-party rights, the seller's obligations are final, subject to the provisions mentioned here.
They only exist if
- the buyer informs the seller immediately of the asserted rights of third parties
- the seller reserves all defense measures including extrajudicial regulations
- the legal defect is not based on instructions from the buyer.
The seller's liability for damages, regardless of the legal reason, in particular for impossibility, delay, defective delivery, other breach of contract and tort, is based on the following provisions.
The seller is liable according to the legal provisions
- in the event of willful intent and gross negligence
- for injury to life, limb and health
- according to the provisions of the Product Liability Act
- for defects that he maliciously concealed or the absence of which he has guaranteed.
In the event of a breach of an obligation that is essential for the achievement of the purpose of the contract and which the seller has not intentionally or grossly negligent breached, the seller is liable for the foreseeable damage typical of the contract.
The seller has no further liability.
If instructions for use, operation or maintenance by the product manufacturer and / or seller are not followed, changes are made to the products, parts are replaced or consumables are used that do not meet the original specifications, the seller shall lose all warranty and liability for any resulting defect / Damage. Liability for normal wear and tear or for defects that occur on products after the shelf life / period of use specified in the instructions for use has been exceeded is excluded. Warranty claims against the seller are only available to the direct buyer and are not transferable. Claims for compensation of any kind, e.g. B. Claims for damages from positive breach of claims, from fault at the conclusion of the contract and from unlawful acts are excluded both against the seller and against his vicarious agents, unless the damage was caused intentionally or through gross negligence and the exclusion of liability is legally permissible.
§ 10 Applicable law, place of jurisdiction, partial nullity
German law applies to these terms and conditions and the entire legal relationship between seller and buyer, excluding international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The place of performance for payment and delivery is Salmendingen. As far as legally permissible, Balingen is agreed as the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. Should a provision in these terms and conditions or a provision in the context of other agreements be or become ineffective, the effectiveness of all other provisions or agreements will not be affected.
§11 Concluding Provisions
The customer declares their consent that the seller may store the customer data received in connection with the business relationship for the purpose of the business relationship and may transmit the data, insofar as is required for contract fulfilment, to third parties (e.g., for credit assessment; to insurers; for notifications according to MPG). The buyer claims may only be assigned with the seller’s written consent.
The seller declares to comply with the regulations arising from the Minimum Wage Law (MiLog).
The customer is obligated to comply with the laws of the applicable jurisdiction(s); in particular, with the regulations arising from the Minimum Wage Law (MiLog), if applicable. In particular, the customer is to align their actions with the guidelines and recommendations of the United Nations’ Global Compacts.
Should one or more provisions of these T&Cs become ineffective, this does in no way affect or impact the validity and enforceability of the remaining clauses. In that case, the parties undertake to replace the ineffective provision by a legally effective provision coming as close as possible to the provisions’ economic intentions. The same applies in the event of any regulation gaps.