The following General Terms and Conditions shall apply to all contracts of sale and delivery.
Conditions of purchase of the purchaser are hereby objected to. They shall only apply to such extent as we explicitly acknowledge them in writing on an individual case basis.
The prices shall be in EURO and without VAT. This shall also apply to possible underlying special prices.
Any deduction of a trade discount from new invoices shall be inadmissible as long as older due invoices are still unpaid. For the calculation of trade discounts, the net invoice amount following the deduction of discounts, freight charges etc. shall be relevant. Where several accounts receivable from the customer are in place, we shall decide on the crediting of incoming payments. Any setoff shall be ruled out unless the respective amounts are set off against an undisputed or court-established account receivable. The assertion of rights of retention shall be ruled out unless such rights of retention are based on the same contractual relationship.
In the event of delayed payments in regards to a partial account receivable, the entire account receivable shall become due immediately.
Deviations from service specifications of whatever kind shall be tolerated by the purchaser in the best interests of advanced product development as far as such deviations are reasonably acceptable to him.
Deliveries shall be made for account of the purchaser and at the purchaser’s risk. The delivery period shall be extended by an adequate period of time in the event of measures in the framework of labour disputes, especially strike and lockout, and if unforeseen hindrances occur that are outside our scope of control such as war and the absence of supplies. Where such circumstances last longer than 12 weeks, either party shall be entitled to withdraw from the contract. The purchaser shall not be entitled to reject partial deliveries. In case of deliveries to places outside Germany, shipping costs shall be invoiced on a proportionate basis. In this event, the period of delivery shall be delayed by an appropriate period of time.
Reservation of proprietary rights
The goods shall remain our property until all our accounts receivable under the business relationship with the purchaser are fully paid. The purchaser may sell the goods only in the framework of his ordinary course of business and only if he has not agreed on a prohibition of assignment with his customer.
The purchaser may also process or otherwise utilise / commercialise the goods according to their intended purpose even if this leads to a loss of our (sole) ownership of the goods.
As soon as these Conditions of Sale and Delivery turn into effect, the purchaser shall cede to us all claims, including ancillary rights and securities, which arise in his favour against his customers, contracting entities, ordering parties and other respondents as a result of future sales or commercialisations of goods delivered by us, until the complete redemption of all our accounts receivable. Such claims shall be ceded according to the invoice amounts of the goods delivered by us and sold by the purchaser, plus 50%.
Where the value of the assignments and securities granted to us exceeds our accounts receivable by more than 20%, we undertake to release corresponding securities of our own choice at the purchaser’s request.
At our request, the purchaser shall be under obligation to notify his customer of the assignment and provide us with the information and documents required to assert our rights against the respective customer. We shall also be entitled to notify our purchaser’s customer of the assignment. This shall be considered as a cancellation of the below-stated collection authorisation. The purchaser shall be authorised to collect the assigned account receivable on our behalf, but only as long as he complies with his payment obligation towards us in accordance with the contractual agreements. We shall be entitled to revoke the purchaser’s authority to collect the account receivable. The purchaser shall keep the collected accounts receivable in a separate account and transfer them to us without delay.
The purchaser shall be under obligation to notify us in writing and without delay of any impairment of our rights, especially of any attachment/garnishment. In the event of attachment/garnishment, he shall send us a copy of the attachment/garnishment record and an affirmation in lieu of oath without delay, which states that our reservation of proprietary rights in relation to the attached objects is still in place.
Defect notifications and warranty
In case of defects being detectable in the framework of a careful examination of the goods, warranty claims may only be asserted if they are submitted within a preclusion period of 14 days after delivery. Other defects shall be notified immediately after detection.
The warranty for material/quality defects shall be limited to subsequent improvement and, as an alternative, to subsequent delivery. Where these activities fail, the purchaser may demand annulment or reduction of the price.
Delivered goods will only be taken back and credited to the account of the purchaser on condition of a prior agreement and subject to indication of the invoice number and the reason for return delivery.
However, the following criteria shall be taken into account when it comes to the return shipment of goods:
. The sterility of sterile products must be guaranteed.
. The packaging must be intact, without markings and labels, and clean.
. The shipping unit must be complete.
. Any taking-back of expired goods or goods manufactured according to a special order and customised products shall be ruled out.
.Goods can only be taken back within 4 weeks after the date of delivery.
. Should these requirements fail to be observed, we shall not be able to give credit or full credit for a return shipment.
Please note that, as a matter of principle, a processing fee of 10% of the goods value will be charged in the event of any return shipment.
The ineffectiveness of an individual provision of this contract shall not affect the validity of its remaining contents.
Place of performance and place of jurisdiction
The place of performance for the obligations of all parties to this contract shall be the registered office of our company. The place of jurisdiction shall be the registered office of our company as far as this can be agreed in a legally admissible manner.