(1)
All deliveries, services, and offers by MEDI.PLAN GmbH & Co. KG („Seller“) are made exclusively on the basis of these General Terms and Conditions. These terms are an integral part
of all contracts concluded by the Seller with its contracting partners („Customers“) for the deliveries or services offered. They also apply to all future deliveries, services, or offers to the
Customer, even if not expressly agreed again.
(2)
Terms and conditions of the Customer or third parties do not apply, even if the Seller does not explicitly object to their validity in individual cases. Even if the Seller refers to a letter that
contains or refers to the Customer’s or a third party’s terms and conditions, this does not constitute agreement to those terms and conditions.
(3)
The provisions of the German Medicinal Products Act (AMG) and the Medicinal Products Trading Ordinance (AM-HandelsV) remain unaffected.
Conclusion of Contract
(1)
All offers made by the Seller are non-binding and without obligation, unless they are expressly marked as binding or contain a specific acceptance period. The Seller may accept orders or
assignments within fourteen days of receipt. In the case of hazardous substances, poisons, and other materials subject to legal or regulatory restrictions, the order simultaneously serves as a
declaration that such substances will only be used for authorized purposes in accordance with those regulations.
(2)
The contract is concluded either by written order confirmation from the Seller or by delivery of the goods. Oral promises made by the Seller prior to the conclusion of the contract are not
legally binding. Verbal agreements between the contracting parties are superseded by the written confirmation, unless they explicitly state otherwise.
(3)
Amendments and supplements to the agreements, including these General Terms and Conditions, must be in writing to be effective. Transmission by telecommunication, especially by fax
or email, is sufficient to meet the written form requirement.
Prices and Payment Terms
(1)
The prices apply to the scope of services and deliveries specified in the order confirmations. Additional or special services will be charged separately. All prices are stated in euros and include
packaging and shipping costs, plus the applicable statutory value-added tax. For export deliveries, customs duties, fees, and other public charges will be added. Unless otherwise agreed
or specified, pricing is based on the prices valid on the day of the order. Quantity discounts are only granted if the full quantity scale is ordered in a single transaction.
(2)
The applicable individual discount agreement shall apply. The Seller offers the Customer the option to pay via direct debit in order to benefit from early payment discounts. No discount
will be granted if the Customer is in arrears with any payment obligations to the Seller.
(3)
Invoices are payable within eight days from the invoice date, free of charge and without deduction, unless otherwise agreed in writing. The date of payment is the date on which the amount
is received by the Seller. Payment by check is excluded unless specifically agreed in individual cases. If the Customer fails to make payment when due, the outstanding amounts shall bear
interest at a rate of 5% per annum from the due date. The assertion of higher interest rates and additional damages in case of default remains unaffected.
(4)
The Customer may only offset claims or withhold payments on the basis of counterclaims that are undisputed or have been legally established.
(5)
The Seller is entitled to make outstanding deliveries or perform services only against advance payment or security if, after concluding the contract, circumstances become known that are
likely to significantly reduce the Customer’s creditworthiness and jeopardize the payment of the Seller’s outstanding claims from the respective contractual relationship (including from
other individual orders under the same framework agreement).
All deliveries, services, and offers by MEDI.PLAN GmbH & Co. KG („Seller“) are made exclusively on the basis of these General Terms and Conditions. These terms are an integral part
of all contracts concluded by the Seller with its contracting partners („Customers“) for the deliveries or services offered. They also apply to all future deliveries, services, or offers to the
Customer, even if not expressly agreed again.
(2)
Terms and conditions of the Customer or third parties do not apply, even if the Seller does not explicitly object to their validity in individual cases. Even if the Seller refers to a letter that
contains or refers to the Customer’s or a third party’s terms and conditions, this does not constitute agreement to those terms and conditions.
(3)
The provisions of the German Medicinal Products Act (AMG) and the Medicinal Products Trading Ordinance (AM-HandelsV) remain unaffected.
Conclusion of Contract
(1)
All offers made by the Seller are non-binding and without obligation, unless they are expressly marked as binding or contain a specific acceptance period. The Seller may accept orders or
assignments within fourteen days of receipt. In the case of hazardous substances, poisons, and other materials subject to legal or regulatory restrictions, the order simultaneously serves as a
declaration that such substances will only be used for authorized purposes in accordance with those regulations.
(2)
The contract is concluded either by written order confirmation from the Seller or by delivery of the goods. Oral promises made by the Seller prior to the conclusion of the contract are not
legally binding. Verbal agreements between the contracting parties are superseded by the written confirmation, unless they explicitly state otherwise.
(3)
Amendments and supplements to the agreements, including these General Terms and Conditions, must be in writing to be effective. Transmission by telecommunication, especially by fax
or email, is sufficient to meet the written form requirement.
Prices and Payment Terms
(1)
The prices apply to the scope of services and deliveries specified in the order confirmations. Additional or special services will be charged separately. All prices are stated in euros and include
packaging and shipping costs, plus the applicable statutory value-added tax. For export deliveries, customs duties, fees, and other public charges will be added. Unless otherwise agreed
or specified, pricing is based on the prices valid on the day of the order. Quantity discounts are only granted if the full quantity scale is ordered in a single transaction.
(2)
The applicable individual discount agreement shall apply. The Seller offers the Customer the option to pay via direct debit in order to benefit from early payment discounts. No discount
will be granted if the Customer is in arrears with any payment obligations to the Seller.
(3)
Invoices are payable within eight days from the invoice date, free of charge and without deduction, unless otherwise agreed in writing. The date of payment is the date on which the amount
is received by the Seller. Payment by check is excluded unless specifically agreed in individual cases. If the Customer fails to make payment when due, the outstanding amounts shall bear
interest at a rate of 5% per annum from the due date. The assertion of higher interest rates and additional damages in case of default remains unaffected.
(4)
The Customer may only offset claims or withhold payments on the basis of counterclaims that are undisputed or have been legally established.
(5)
The Seller is entitled to make outstanding deliveries or perform services only against advance payment or security if, after concluding the contract, circumstances become known that are
likely to significantly reduce the Customer’s creditworthiness and jeopardize the payment of the Seller’s outstanding claims from the respective contractual relationship (including from
other individual orders under the same framework agreement).
Delivery
(1)
Only the written order confirmation shall be binding for the delivery.
(2)
Deliveries are made ex works. Deadlines and dates for deliveries and services provided by the Seller are always approximate, unless a fixed deadline or date has been expressly confirmed or
agreed. Delivery periods and dates refer to the time of handover to the carrier, freight forwarder, or other third party responsible for transport.
(3)
Without prejudice to the Seller’s rights due to the Customer’s default, the Seller may request an extension of delivery and performance deadlines or a postponement of delivery and performance
dates for the period during which the Customer does not fulfill its contractual obligations to the Seller.
(4)
The Seller is entitled to make partial deliveries only if:
• the partial delivery is usable for the Customer within the scope of the contractual purpose,
• the delivery of the remaining ordered goods is ensured, and
• this does not result in significant additional effort or costs for the Customer.
(5)
Delivery is subject to the Seller receiving supplies on time from its own suppliers. If the Seller is in delay or unable to perform a delivery or service, regardless of the reason, the Seller’s
liability for damages shall be limited as specified in Section 8 of these General Terms and Conditions.
(6)
The Seller shall not be liable for the impossibility of delivery or for delivery delays if these are due to force majeure or other unforeseeable events at the time the contract was concluded
(e.g. disruptions of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, lack of labor, energy, or raw materials, difficulties in obtaining
necessary official permits, governmental measures, or failure of suppliers to deliver, or incorrect or late delivery) for which the Seller is not responsible. If such events make it substantially
more difficult or impossible for the Seller to deliver or perform, and the impediment is not merely of a temporary nature, the Seller is entitled to withdraw from the contract. In the case of
(1)
Only the written order confirmation shall be binding for the delivery.
(2)
Deliveries are made ex works. Deadlines and dates for deliveries and services provided by the Seller are always approximate, unless a fixed deadline or date has been expressly confirmed or
agreed. Delivery periods and dates refer to the time of handover to the carrier, freight forwarder, or other third party responsible for transport.
(3)
Without prejudice to the Seller’s rights due to the Customer’s default, the Seller may request an extension of delivery and performance deadlines or a postponement of delivery and performance
dates for the period during which the Customer does not fulfill its contractual obligations to the Seller.
(4)
The Seller is entitled to make partial deliveries only if:
• the partial delivery is usable for the Customer within the scope of the contractual purpose,
• the delivery of the remaining ordered goods is ensured, and
• this does not result in significant additional effort or costs for the Customer.
(5)
Delivery is subject to the Seller receiving supplies on time from its own suppliers. If the Seller is in delay or unable to perform a delivery or service, regardless of the reason, the Seller’s
liability for damages shall be limited as specified in Section 8 of these General Terms and Conditions.
(6)
The Seller shall not be liable for the impossibility of delivery or for delivery delays if these are due to force majeure or other unforeseeable events at the time the contract was concluded
(e.g. disruptions of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, lack of labor, energy, or raw materials, difficulties in obtaining
necessary official permits, governmental measures, or failure of suppliers to deliver, or incorrect or late delivery) for which the Seller is not responsible. If such events make it substantially
more difficult or impossible for the Seller to deliver or perform, and the impediment is not merely of a temporary nature, the Seller is entitled to withdraw from the contract. In the case of
Place of Performance, Shipping, Packaging, Transfer of Risk, Acceptance
(1)
Unless otherwise specified, the place of performance for all obligations under the contractual relationship is Dortmund.
(2)
The mode of shipment and packaging is subject to the Seller’s due discretion.
(3)
The risk shall pass to the Customer at the latest upon handover of the delivery item to the carrier, freight forwarder, or any other third party designated to carry out the shipment (the start
of the loading process being decisive). This also applies if partial deliveries are made or if the Seller has undertaken other services such as shipping or installation. If shipment or handover
is delayed due to a circumstance caused by the Customer, the risk shall pass to the Customer from the day the goods are ready for shipment and the Seller has notified the Customer
accordingly.
(4)
Storage costs after the transfer of risk shall be borne by the Customer. If storage is carried out by the Seller, the storage fee shall amount to 0.25% of the invoice value of the stored goods per
week elapsed. The right to assert and provide evidence of higher or lower storage costs remains reserved.
(5)
The consignment will only be insured by the Seller against theft, breakage, transport, fire, and water damage or other insurable risks at the express request of the Customer and at the
Customer‘s expense.
(6)
The Customer must ensure appropriate storage facilities that guarantee at all times that unauthorized persons cannot access the goods delivered by the Seller and that the quality of the
goods remains unaffected.
(7)
If the Seller uses transport crates, cooling boxes, or other returnable packaging for shipping, these remain the property of the Seller, must be handled with care, and returned with the next
delivery. Otherwise, the transport packaging will be invoiced.
Complaints and Warranty for Defects in Goods
(1)
The warranty period is one year from the date of delivery. This period does not apply to claims for damages by the Customer resulting from injury to life, body, or health, or from intentional
or grossly negligent breaches of duty by the Seller or its vicarious agents, which are subject to the statutory limitation periods.
(2)
The delivered goods must be inspected carefully immediately upon delivery to the Customer or a third party designated by the Customer. They shall be deemed approved with respect to
obvious defects or other defects that would have been apparent upon prompt and careful inspection, unless the Seller receives a written notice of defects within five working days of delivery.
In the case of other defects, the goods shall be deemed accepted unless the Seller receives the notice of defect within five working days from the time the defect became apparent; if the
defect was already evident to the Customer under normal use at an earlier time, this earlier time shall be decisive for the beginning of the complaint period. Upon request by the Seller, the
disputed goods must be returned to the Seller free of freight charges.
(3)
In the event of material defects in the delivered items, the Seller shall initially be obliged and entitled, at its discretion and within a reasonable period, to rectify the defect or deliver a replacement.
If rectification or replacement delivery fails – that is, if it is impossible, unreasonable, refused, or unreasonably delayed – the Customer may withdraw from the contract or reduce
the purchase price accordingly.
(4)
If a defect is due to the Seller’s fault, the Customer may claim damages under the conditions set out in Section 8.
(5)
The warranty shall not apply if the Customer modifies the delivered goods without the Seller’s consent or has them modified by third parties, thereby making the correction of defects impossible
or unreasonably difficult. In any case, the Customer shall bear the additional costs of remedying the defect resulting from such modifications.
(6)
In the case of a contractually agreed delivery of used goods, any warranty for material defects is excluded.
(1)
Unless otherwise specified, the place of performance for all obligations under the contractual relationship is Dortmund.
(2)
The mode of shipment and packaging is subject to the Seller’s due discretion.
(3)
The risk shall pass to the Customer at the latest upon handover of the delivery item to the carrier, freight forwarder, or any other third party designated to carry out the shipment (the start
of the loading process being decisive). This also applies if partial deliveries are made or if the Seller has undertaken other services such as shipping or installation. If shipment or handover
is delayed due to a circumstance caused by the Customer, the risk shall pass to the Customer from the day the goods are ready for shipment and the Seller has notified the Customer
accordingly.
(4)
Storage costs after the transfer of risk shall be borne by the Customer. If storage is carried out by the Seller, the storage fee shall amount to 0.25% of the invoice value of the stored goods per
week elapsed. The right to assert and provide evidence of higher or lower storage costs remains reserved.
(5)
The consignment will only be insured by the Seller against theft, breakage, transport, fire, and water damage or other insurable risks at the express request of the Customer and at the
Customer‘s expense.
(6)
The Customer must ensure appropriate storage facilities that guarantee at all times that unauthorized persons cannot access the goods delivered by the Seller and that the quality of the
goods remains unaffected.
(7)
If the Seller uses transport crates, cooling boxes, or other returnable packaging for shipping, these remain the property of the Seller, must be handled with care, and returned with the next
delivery. Otherwise, the transport packaging will be invoiced.
Complaints and Warranty for Defects in Goods
(1)
The warranty period is one year from the date of delivery. This period does not apply to claims for damages by the Customer resulting from injury to life, body, or health, or from intentional
or grossly negligent breaches of duty by the Seller or its vicarious agents, which are subject to the statutory limitation periods.
(2)
The delivered goods must be inspected carefully immediately upon delivery to the Customer or a third party designated by the Customer. They shall be deemed approved with respect to
obvious defects or other defects that would have been apparent upon prompt and careful inspection, unless the Seller receives a written notice of defects within five working days of delivery.
In the case of other defects, the goods shall be deemed accepted unless the Seller receives the notice of defect within five working days from the time the defect became apparent; if the
defect was already evident to the Customer under normal use at an earlier time, this earlier time shall be decisive for the beginning of the complaint period. Upon request by the Seller, the
disputed goods must be returned to the Seller free of freight charges.
(3)
In the event of material defects in the delivered items, the Seller shall initially be obliged and entitled, at its discretion and within a reasonable period, to rectify the defect or deliver a replacement.
If rectification or replacement delivery fails – that is, if it is impossible, unreasonable, refused, or unreasonably delayed – the Customer may withdraw from the contract or reduce
the purchase price accordingly.
(4)
If a defect is due to the Seller’s fault, the Customer may claim damages under the conditions set out in Section 8.
(5)
The warranty shall not apply if the Customer modifies the delivered goods without the Seller’s consent or has them modified by third parties, thereby making the correction of defects impossible
or unreasonably difficult. In any case, the Customer shall bear the additional costs of remedying the defect resulting from such modifications.
(6)
In the case of a contractually agreed delivery of used goods, any warranty for material defects is excluded.