ALBOMED® GmbH General Terms and Conditions (“GTCs”)
1. Offer and order placement
All our offers are non-binding. These General Terms and Conditions apply to all contracts and other services, including those concluded and provided in the future, unless otherwise negotiated and agreed in writing in the individual case or generally (e.g. by means of a Framework Agreement). Additional verbal agreements, amendments or supplements to arrangements made in writing including these GTCs require the written form in order to be effective. All deliveries shall be made based on our General Terms and Conditions. These are accepted by order placement or acceptance of the delivery. The Customer’s terms and conditions of purchase, which we do not expressly accept, are non-binding on us, even if we do not expressly object to them.
The minimum order value for one order is 50 euros net.
2. Offer documentation
Catalogue details, illustrations and summaries are only approximate unless expressly designated to be binding and do not constitute guarantees of specific characteristics.
3. Right of modification
If the value of the goods is not diminished and the Buyer’s interests are taken into account, modifications can be made with respect to the manufacture or design of the goods.
Our prices are subject to change and are quoted ex Schwarzenbruck (Germany) without freight, packaging and VAT, unless otherwise agreed in writing. The prices stated in our general price list at the time of order shall apply. For delivery periods of more than 4 months or for continuing obligations in the form of supply and call-off contracts, we reserve the right, in the event of unforeseen increases of labour costs or market prices for raw, auxiliary or operating materials, to re-calculate our prices and to charge accordingly.
5. Payment and settlement
Our invoices are payable within 30 days of invoice date without any deduction. Cheques shall not be accepted as performance; only when the final credit is received is payment made. In every case, the date that payment is received or the credit applied in our bank account is determinative for timely payment.
If the agreed payment term is exceeded, default interest will be charged in the amount of 8% above the basic interest rate, without any requirement of a reminder. The Buyer shall bear all banking, discount and collection expenses.
The Buyer may only offset counterclaims against our payment claims or exercise a right of retention where such counterclaims are undisputed or legally binding.
6. Delivery and delivery period
Our deliveries are made solely under reservation of title on behalf of and for the account of the Buyer.
For delays in delivery or failed delivery including those of our suppliers or sub-suppliers owing to force majeure or other events for which we are not responsible (war-like situations, shortage of raw materials, operational disturbance, strike and lockout), we can postpone the delivery for the duration of the corresponding hindrance plus an appropriate restart time or, where such circumstances make performance of the contract impossible, we can withdraw from our obligation to perform or deliver, without being obliged to pay compensatory damages. Partial deliveries are permitted to the extent reasonable, unless otherwise agreed.
7. Retention of title
Until complete satisfaction of all claims arisen and accrued in future under the commercial relationship with the Buyer - on any legal grounds whatsoever - we retain title to the delivered goods. In the event of usage or resale, the Buyer, upon conclusion of the contract, assigns to us as security all claims, rights and receivables with all ancillary rights from which it benefits, and which arise from the resale or from the commercial relationship in connection with the resale. The Buyer is not otherwise entitled to dispose of the goods subject to retention of title nor of the claims assigned as security, in particular, by way of pledging, other assignment or transfer by way of security. Any interference with the rights to the items assigned to us as security for our claims must be notified to us immediately.
Upon request of the Customer, we will release securities at our discretion (e.g. by limiting our rights of retention to specific parts of our deliveries), if and insofar as the value of the securities exceeds our receivables from the Customer, in a sustainable and non-temporary manner, by more than 20%.
8. Right of withdrawal
We are entitled to withdraw from the contract, if, after contract conclusion, we become aware of negative information in relation to the Buyer or liquidity difficulties, which are likely to jeopardize our claims.
Goods delivered by us must be carefully examined, immediately upon receipt by the Buyer, or, in the case of non-merchants, within 7 days of receipt. They shall be considered to be accepted if no notification of defects is made within 10 working days of delivery or, if the defects are not discernible upon timely, careful examination, where no notification of defects is made within 3 months of receipt of the goods by the Buyer. Where the Buyer is not a merchant, the 3-month period shall be extended to 6 months.
Where justified, timely notification of defects is made, we will take back the defective goods and deliver defect-free goods in their place. At our discretion, we are entitled, with reasonable safeguarding of the Buyer’s interests, to repair the goods. Where replacement delivery or repair fails, the Buyer can require rescission of the contract or a reduction of the remuneration.
Where the Buyer fails to give us an opportunity to ascertain an alleged defect; where, in particular, it fails to provide the objected goods or a sample of them upon request, no liability for defects will be assumed.
Further claims are excluded in accordance with paragraph 10 of these GTCs. This applies, in particular, for claims for compensation of damages which did not occur to the goods themselves (consequential damages). In cases of failure to exhibit guaranteed characteristics, we are only liable insofar as the guarantee is intended to safeguard or protect the Buyer against the damage incurred.
Our warranty shall expire, if the delivered goods are modified, processed or handled improperly.
Sterile and unsterile products (unless labelled otherwise) are intended for single use and must be inspected before use for patients to ensure that they are correctly packaged without damage to the packaging and to ensure their functional safety and proper condition.
The user is responsible for any recycling and reuse and this is not recommended for medical and hygiene reasons.
10. Compensatory damages
Unless otherwise stipulated in these terms and conditions, we are liable to pay compensatory damages due to violation of contractual or non-contractual obligations only in cases of wilful intent or gross negligence. This does not apply where fundamental contractual obligations are violated. Except in the case of wilful intent, our liability does not cover damages which would not typically be expected in this specific business sector and for which the Buyer has insurance or would usually have insurance. Any further liability, in specific cases, towards the damaged party under German product liability law and in instances where the law prescribes strict liability (in particular, for injury to life and limb) are unaffected by this limitation on liability in respect of grounds and amount.
11. Place of performance, place of jurisdiction, applicable law
The place of performance is Schwarzenbruck (Germany). It is also the place of jurisdiction for all commercial and other legal relations with merchants. We can also initiate claims against merchants in another place of jurisdiction that applies to them. German law shall apply for all legal relations between us and our Customers.