Standard Terms and Conditions for the Sale of Goods

Art.1: Scope

The following Standard Terms and Conditions for the Sale of Goods become subject‑matter of the sale contract concluded between the Parties. These Standard Terms and Conditions shall apply exclusively and only to companies in the meaning of Art. 310 of the German Civil Code (BGB). Sale conditions to the contrary or conditions of the Purchaser deviating from the conditions of sale are only recognised by the Seller if he has consented to them explicitly in writing.

Art.2: Prices and Terms of Payment

(1)   The purchase price is the price agreed on by the Parties or, where no individual price has been agreed on, the price listed in the Seller’s published price list current at the time of ordering. For shipment within Germany the following shall apply: For therapeutic goods this price includes the costs of transport. For diagnostic goods it includes the costs of transport only if the contract value is higher than 500,00 €. Otherwise a flat rate of 15,00 € for the transport is charged. For deliveries with dry ice a flat rate of 9,70 € is charged in any case and additional 5,00 € for deliveries with cool packs. For shipments to countries other than Germany the transport costs will be supplied on request. All prices shown are in Euro net plus the statutory VAT.

(2)   Payment of the purchase price shall only be effected to one of the bank accounts named overleaf. Unless otherwise agreed payment of the purchase price is due within 30 days after receipt of the invoice. A cash discount is only granted if it was explicitly agreed upon by the Parties.

(3)   The Seller shall be entitled to charge interest for default at the rate of 8% per annum above the European Central Bank reference rate from then being valid. The Seller reserves the right to assert higher default damages.

(4)   The Purchaser is only entitled to set off any amounts, if his counterclaims are legally binding or uncontested. Liens on the part of the Purchaser are excluded.

(5)   Unless otherwise agreed between the Parties, payments have to be made in Euro.

Art.3: Conditions of deliver

(1)   The place of performance is the seat of the Purchaser. Transport will be provided by and at the risk of the Seller.

(2)   The risk of accidental loss or deterioration of the Goods shall pass to the Purchaser on delivery of the Goods.

(3)   The Seller endeavours to deliver the Goods as soon as possible. However, there are no fixed delivery times. In case a delivery time has been fixed and the Seller fails to deliver within the given time, the Seller has to be given an extra period of time for delivery of at least four (4) weeks

(4)   In case the Purchaser is in default in taking delivery or violates culpably other duties of co-operation, the risk of accidental loss or deterioration of the Goods passes to the Purchaser the moment he falls behind.

(5)   The fulfilment of contractual rights and obligations is subject to the compliance with (a) all requirements medac as a registered AEO is obliged to fulfil and to request from (a) its contractual partners and (b) all relevant national and international regulations including but not limited to required export licenses, shipment authorisations, foreign trade legislation requirements or releases by the competent authorities and embargo or export regulations.

Art.4: Retention of Title

(1)   The property in the Goods shall not pass to the Purchaser until the Seller has received payment in full of all contractual claims. In case of default in payment the Seller shall be entitled to demand the Goods back without granting an extra period for payment or withdrawal from the contract.

(2)   The Purchaser shall be obliged to handle the Goods with care and to store them according to  specification until the property in the Goods has passed to him.

(3)   The Purchaser shall be entitled to resell the Goods in the ordinary course of his business.

Art.5: Indemnification

Claims for compensation on the part of the Purchaser – for whatever factual or legal reason – are excluded in cases of slight and ordinary negligence of the Seller and his auxiliary persons. The Seller is not liable for any consequential damage and damages which have not been foreseeable at the time of conclusion of the contract unless the damage arose due to his or his auxiliary persons intentional or gross-negligent non-compliance. The before-mentioned limitations of liability do no apply to mandatory legal liabilities.

Art.6: Warranty and Complaints

(1)   The Purchaser shall be obliged to carry out his inspection duties and report defects in accordance with Article 377 of the German Commercial Code (HGB). In case of reason for complaint despite the highest attention on the part of the Seller, apparent defects have to be brought to the attention of the Seller within two (2) weeks after receipt of Goods, hidden defects immediately upon discovery. Failure or delay shall mean acceptance of the delivered products and waiver any potential rights may have with respect to the delivered Goods. Related warranty claims become statute-barred within 12 months after passing of the risk to the Purchaser.

(2)    Should the delivered Goods have defects which had already existed at the time of passing of the risk, the Seller shall replace the defective Goods if the complaint is lodged within the given time. In case of failure to deliver replacement the Purchaser is entitled to claim a reduction. More far-reaching warranty claims are excluded.

Art.7: Returned goods

Returned goods can only be accepted after prior announcement and are processed according to the requirements of the current GDP (Guidelines on Good Distribution Practice). The Purchaser should contact local affiliates or Customer Service at the Seller (mailing address retourenanfrage(at)medac.de) in order to clarify the return of goods.

Art.8: Miscellaneous Clauses

(1)    This contract and all the legal relations between the parties shall be governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) and German international private law shall not apply.

(2)    These conditions have been prepared in German and English. In case of a divergence between these two versions the German version shall be decisive.

(3)    All disputes arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts of Hamburg, Germany. The seller shall have the right to bring a claim before a court at the purchaser’s principal place of business.

(4)    Modifications of and additions to this contract have to be made in writing. This also applies to this provision. There have been no additional verbal agreements.

(5)    Should individual provisions of the present Agreement not be legally effective, completely or partially, or later lose their legal effectiveness, the validity of the remaining provisions of the contract shall not thereby be affected. The parties shall have to replace the ineffective provision by an effective provision which comes closest in meaning to the intended contractual, economic purpose.