General Terms and Conditions of Delivery, Service and Payment
– Terms and Conditions –
1. GENERAL PROVISIONS
Our quotes, the acceptance of an order and all deliveries and services shall be made solely on the grounds of the following terms and conditions, including in any current and future business relationship. Deviating agreements shall only be binding if they are approved by us in writing. The buyer’s terms and conditions of purchase are hereby expressly contradicted; they shall not be legally binding, even if we have not objected to them explicitly after receiving them. The details included in the price lists are standard commercial designations. We shall not be held responsible for any errors.
2. DELIVERY AND SERVICE
A commitment to delivery shall only be justified by means of the acceptance of the particular order and only for this. The order shall be accepted when our invoice and order confirmation are printed. The delivery time is non-binding. Delays, which we were unable to avoid despite reasonable diligence in relation to the circumstances of the event – all the same, whether by us (public holidays, data processing malfunction, lorry breakdown) or our distributors (supply issues for example) – shall acquit us temporarily and to the volume of compliance of the deadlines specified or rather delivery promises. A force majeure (for example, postal service running times), unforeseen events which impact the proper delivery in any form, shall indemnify us against the delivery for the respective duration of these disturbances or obstacles. The buyer shall neither be entitled to withdraw from the contract nor claim indemnity. Partial deliveries and early deliveries are reserved as a matter of principle. In line with our deadline-related delivery routes with our own vehicle – and only in these circumstances – the delivery shall be made free of charge. We shall be authorised to charge an additional energy expense at any time for cost increases. For deliveries under 160 euros, we reserve the right to charge transport costs. Should the buyer be unable to be supplied by our own vehicle, and should carriage paid delivery be agreed, this shall apply as carriage paid to the receiving station of the buyer, excluding freight charges. The commitment must be made again for every order. Should the buyer request a service deviating from the common modes of dispatch such as Express or Express goods, the additional charges associated with it shall therefore be at the expense of the buyer.
For free deliveries made by our vehicles, the quantity of boxes, packages, etc. – not their entire contents – shall be acknowledged on the proof of delivery. Late complaints concerning this matter shall be excluded. Should the box amount specified on delivery notes or proof of delivery not be in accordance with the actual delivery, the missing boxes shall therefore be claimed immediately through our delivery personnel and recorded on the proof of delivery. For non-personal receipt of the parcel (lunchtime for example), the missing boxes must be disputed immediately via telephone – 05205/1020. For deliveries by external carriers, the goods will travel at the risk of the buyer. Short weight or damages during transportation shall be confirmed prior to receiving the parcel from the external carriers. Should product control detect many errors per order suspecting one or several missing boxes, this must also be reported immediately via telephone. All other complaints and claims shall be communicated in writing; however no later than within the 14 days following the invoice date. The goods – returns notification must be attached to the respective delivery note, where necessary, and only one or only one section of the scheduled object must be completed on the form to observe of the deadline. Our processing instructions shall apply for the remainder. Fixed orders and correctly delivered goods may not be returned without our prior approval. Goods supplied shall be excluded from the returns policy. Credits shall be given and cleared once a month.
Any claims for damages from the buyer which may arise regardless of their legal basis, directly or indirectly, in conjunction with the order, delivery or usage of our goods, shall be fundamentally excluded insofar as we, our assistants or representatives have not caused the damages due to gross negligence or with wilful intention. In the event that damage was caused due to gross negligence, the claim for damages from the customer, who is a trader, shall be restricted to the replacement of the foreseeable damages. A claim for damages from a customer who is not a trader, due to delay or impracticality owing to slight negligence, shall only be taken into consideration up to the maximum amount of a quarter of the purchase price.
5. RESERVATION OF PROPERTY RIGHTS
We reserve the property rights to all goods supplied by us until the buyer has paid all and future outstanding bills, as well as those accruing in the future, in addition to possible costs and interest resulting from the business relationship. Should deliveries and services be carried out on current bills, the reservation of property rights shall therefore serve as safeguarding the balance. The buyer shall only be entitled to resell the goods subject to reservation rights within the framework of proper business operations. Divestiture in the context of the sale of a business, entirely or by means of a lease, shall not apply as a divestiture within the framework of proper business operations and shall require our approval. He shall not be permitted to pledging or greater security agreements. Should the buyer not comply with his contractual obligations to us, we shall incidentally be authorised to demand the withdrawal of the goods subject to reservation rights; the buyer shall have no right to ownership in this respect. In the event of resale, the buyer shall surrender the outstanding purchase price amounts owed to him from the sale of goods against the customer. The assignment of accounts receivable shall be made in silence, that is to say the consumers do not need to be informed. The buyer shall be authorised to recover his accounts receivable pending further notice. He is therefore not authorised to command the accounts receivable via an alternative means, for example by assignment to a third party. In processing the goods subject to reservation rights, we shall be regarded as the manufacturer and acquire ownership of new objects, without claims accruing to the buyer from this legal procedure. Should processing occur together with other stock, we shall acquire joint ownership to the items produced in proportion to the gross billing value of the goods subject to reservation rights to the other stock. Should this be regarded as essential in the event of a connection, amalgamation or combination with a product, the joint ownership to the product shall pass on to us to the extent of the gross billing value of the goods subject to reservation rights. We reserve the right to withdraw the authority to collect the amounts receivable and collect the amounts receivable ourselves, if the buyer does not comply with his payment obligations towards us accordingly. At our request, the buyer must notify the consumers of the assignment. He shall additionally undertake to declare the names of the consumers to us upon request and issue all information to us which are necessary for the enforcement of our demands. The buyer shall undertake to inform us immediately in writing of seizures of goods and/or accounts receivable assigned by third parties or of other demands imposed by third parties with reference to the goods. In the event of seizures, a copy of the seizure record and an affirmation in lieu of oath must be sent to us, stating that the reservation of property rights agreed in the present terms and conditions still exists and that the goods seized belong to the party that is liable to the reservation of property rights agreed here. If accounts receivable have been seized, then an affirmation in lieu of oath is required confirming that the accounts receivable resulted from the sale of goods subject to reservation rights. The buyer shall undertake to provide us with information concerning the disposition of the goods delivered through the reservation of property rights at any time and of the accounts receivable resulting from resale. This reservation of property rights shall also exist in a potentially agreed cheque exchange procedure until the payment of the bill by the drawee. Should the value of the securities transferred by us exceed our entire accounts receivable towards the buyer by more than twenty percent, we shall be prepared at any time, at the request of the buyer, to reassign the security interests at our discretion in this respect to the buyer.
6. INFORMATION AND ADVICE
All verbal and written declarations concerning the suitability and application possibilities of the goods distributed by us shall be made to the best of our knowledge. However, they only represent empirical values that on a regular basis are not considered as assured; they shall constitute no claims against us. The buyer is, most notably, not exempted in conducting his own examination of the suitability of the goods for the intended use provided by him.
7. PRICES AND TERMS AND CONDITIONS OF PAYMENT
Quotes and price information are generally subject to change. Delivery, activity and billing shall be made on the day that the delivery note is signed at the effective net price which includes the allowance granted by our distributors. Since net purchases are – by their nature – due for immediate payment, there shall be an additional payment for payment not made in due time. Settlement of our bills shall be made using the SEPA Direct Debit Scheme. The customer shall undertake to issue us written direct debit authorisation to pay occurring debits. Should there be a reason why the SEPA Direct Debit Scheme cannot be used, it will not be possible to import goods as a result of our monthly and special offers. The surrender of bills, cheques or other payment obligations with causal or affirmative documents shall only apply as payment by means of redemption through the payment obligations. Costs and charges are at the expense of the buyer. Should accounts receivable not be settled within 14 days, the buyer shall be in default and we shall be authorised without notice – regardless of other rights – to charge from the payment due date for default interest charges to the amounts customary in banking. It shall be dependent on the effective date of the credit in each case. The buyer shall carry the risk associated with the payment method. Should partial payments be agreed, the entire remaining amount shall thus become due if the buyer is in arrears with an instalment entirely or in part for a period longer than one week. We shall be entitled to initially apply payments to prior arrears, contrary to other conditions of the customer’s payments. If costs and interest have already accrued, we shall therefore be entitled to first offset the payment against the costs, subsequently against the interest, and finally against the primary debt. In case of doubts concerning the buyer’s ability to pay, most notably in cases of arrears, we may demand advance payments, down payments or securities subject to continued claims for further deliveries, as well as withdrawing terms of payment and possibly still stopping deliveries. Setting off with others as undeniably or effectively declared counterclaims as well as exercising the rights to withhold a service and rights of retention against purchase price payment requests shall require our approval.
Our drivers shall then only be entitled to encashment if they provide a receipt on a company pre-printed form.
9. ACCOUNT MANAGEMENT
Our account statements and collective billing are accredited, insofar as an objection is not filed in writing and with justification within one month (30 days) following the date of issue.
10. CALCULATION TOOLS
It is possible that printed sales prices in our price lists, quotes or bills are non-binding calculation tools from the HGD (the pharmacist’s trade group), whose compliance is not mandatory. They are given in accordance with the well-known guidelines on medium-sized business recommendations.
11. RETURNING GOODS
Returned goods shall be credited at the actual value at the time of redemption in which depreciations, for example by means of partial product ranges, fashion alterations, storage and damages as well as accounting for the costs incurred by us through returns and renewed sales. A depreciation of 30% shall require no particular certification.
12. DISTRIBUTION COMMITMENT
The goods supplied by us may only be delivered in the original manufacturer’s packaging under the conditions stated by the manufacturer and only passed onto the end user in a proper retail store. In this respect, the buyer shall undertake to conclude an agreement with the manufacturer or else procure the goods elsewhere. In the event of a violation of the distribution commitment, we shall be entitled to stop the delivery of the items bound by the distribution commitment without any claims for damages from the buyer against us. The buyer shall undertake to indemnify us against all damages which arise as a consequence of the buyer violating the distribution commitment.
13. DATA PROTECTION
We shall be entitled to process the information held on the buyer relating to the business relationship or in conjunction with this, whether it came from the buyer himself or from a third party, as defined by the Federal Data Protection Act.
14. PLACE OF FULFILMENT AND COURT OF JURISDICTION
The place of fulfilment shall be Bielefeld. The place of jurisdiction shall be Bielefeld; also for claims from cheques and bills on the part of the buyer. The jurisdiction clause shall not apply for non and small traders, only to enforcement proceedings.
15. PARTIAL EFFECTIVENESS
Should one of the aforementioned conditions – or any part thereof – be or become invalid, the effectiveness of the remaining conditions shall remain unaffected.
We shall be entitled to amend the aforementioned terms and conditions at any time and without prior notice.