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General Terms of Delivery (GTD)
I.Application
  1. For the business relationships with our customers only the following general terms and conditions are valid. Any terms and conditions from the customer are non-binding, even if we do not contradict them in the individual case, unless they are explicitly accepted by us in writing.
    The acceptance of our order confirmation as well as the acceptance of deliveries, part deliveries and invoices is considered as an acceptance of these general terms of business also in the case that the buyer has placed an order taking as a basis his own general terms and conditions.


II.Completion of the contract
  1. Our offers are non-binding. A supply agreement becomes binding only if a written or verbal order from the customer has been confirmed by us in writing. In the case that no separate order confirmation was provided, our invoice is considered as order confirmation.
  2. Contract changes or changes of these conditions as well as divergences, additional agreements and verbal arrangements with our employees, sales representatives, agents and other representatives require our written confirmation in order to become effective.


III.Subject of the contract
  1. For the scope of the supply agreement, solely our written order confirmation is valid. The documents enclosed with an offer, for e.g. pictures, drawings etc. which contain declarations of weights, measurements as well as quality descriptions are only approximate and do not count as warranted characteristics. Guaranteed qualities for the purposes of §459 paragraph 2 of Civil Code (BGB) are only those qualities which are expressly marked in our order confirmation as those.
     A reference to valid standards is generally only considered as a closer description of goods but does not represent a promise of conformity by us unless explicitly declared by us in writing.


IV. Delivery
  1. Terms of delivery and dates of delivery are counted from the date of acceptance and agreement on all details of the order by both parties. In case of requests for alteration by the customer, the terms and deadlines start to count from date of our written confirmation of the modified order. Terms of delivery and dates of delivery are only fixed if they are explicitly stated in the order confirmation as such. The term of delivery is fulfilled if the goods have left the factory or our warehouse by its expiration or if readiness for dispatch has been announced.
  2. In both our customer’s and our interest, we reserve the right to execute part deliveries unless these are objectively without worth for the customer. Each part delivery is considered as individual order in the sense of these general terms and conditions.
  3. Cases of force majeure and other events on which we have no influence and which substantially complicate a delivery or make it impossible for us, such as for example fire, explosion, accident, floods, industrial dispute, shortage and/or lack of suitable of raw material, fuel, power or possibilities of transport, shortage of equipment or other materials, war and official measures, release us from the obligations of the respective supply agreement; obstacles of passing kind, however, only for the duration of the impediment plus an adequate restart phase. In such cases of force majeure and other events or causes on which we have no influence, we are not liable for non-fulfillment or delay, no matter whether caused directly or indirectly. Where the customer cannot be expected to bear the delay he can withdraw from the contract by written declaration.
  4. If, for both parties, the business is a commercial transaction in the sense of §343 Code of Commercial Law (HGB), the buyer only has a right of withdrawal, after grant of a reasonable deadline extension, if a delivery term is not met by us due to our fault. Further rights, in particular compensation claims due to non-fulfillment, late delivery and other claims for damages are excluded.


V.Risk Assumption
  1. The risk of material and price passes to the buyer – also in case of part deliveries - upon handing over of the goods to the forwarder, even if transport is effected by our own staff and/or with our own means of transport.  The fact that in individual cases we take over carriage has no influence on the passing of risk. If shipment is delayed for reasons on the part of the customer, risks pass upon notification of readiness for dispatch. Warehouses charges after passing of risk are borne by the customer.
  2. Mode of transport and route of transport are determined by us at our own discretion unless specified differently in individual cases. Our goods are packed as is customary for the trade. Upon explicit request by the customer we will insure the goods against transport damages and other risks at the customer’s cost.


VI.Prices
  1. Our prices are always valid ex warehouse (dispatch place) plus applicable rate of value added tax (VAT) valid at date of delivery, unless specified differently in writing. For single components the prices of the current pricelist apply, for Customised Procedure Pack arrangements prices stated in the order confirmation are binding.
  2. For requests with a net order value of no more than € 150.00, a set rate of packaging and administration fees of € 17.50 is charged, independent whether, for example, a general contract based on free of charge delivery to destination site has been agreed. For shipments abroad carriage is always agreed separately.


VII.Terms of Payment
  1. Provided that nothing else is agreed upon, payments are to be made within 10 days from date of invoice with 1.5% discount or net without any deductions within 30 days from date of invoice. Customers who agree to our direct debit scheme receive 2% discount. Deduction of a discount from new invoices is not permitted if older invoices are outstanding.
  2. Cheques and bills of exchange are only accepted upon special agreement. Discount charges and collection expenses are charged to the buyer. Our 1.employees, sales representatives and other representatives are not allowed to collect any kind of reimbursement unless they present a special written collection power of attorney
  3. Upon exceeding the payment term, the buyer is in arrears. There is no need for an explicit notification of arrears. Subject to enforcement of further rights, interest payable on arrears at the rate of 1% of invoice value is charged for each month started.
  4. We are not obliged to the fulfilment of the contract as long as the buyer does not fulfil his duties according to agreement, especially if due invoices are not paid. Compensations with accounts receivable by the buyer which were not accepted by us expressly in writing are excluded, unless they consist of legally ascertained or indisputable counterclaims. Likewise the enforcement of retention rights which are not based on the same contractual relationship are excluded, unless the claims asserted by the salesman were explicitly recognized by us in writing.
  5. We reserve the right to cancel a credit arrangement – also one within the above mentioned payment terms – at any time. We are entitled to request a guarantee at our discretion at any time without need for explanation. If this request is not met, all our other open demands become immediately due.
  6. We are entitled to require immediate payment in advance of the full order value and/or to carry out further deliveries only against payment in advance or to make it dependent on the provision of an adequate bank guarantee and/or confirmed irrevocable letter of intent and  - in the case the pre-payment or security is not made within two weeks – to withdraw from the contract without the need of setting another deadline, provided that reasonable doubts on the solvency or payment willingness of the buyer exist, in particular with default, protested bill of exchange and suspension of payment. Further claims remain untouched.
  7. At the beginning of a new business relationship the first delivery can be executed with cash on delivery condition or payment in advance of the full invoice amount only. Place of fulfilment for the payment is Bad Oldesloe.


VIII.Retention of title
  1. We retain the title to all goods up to fulfilment of all our entitled claims against the buyer, no matter from which legal business they arise. This also applies to such goods to whose delivery the buyer has expressly referred his payment. With running invoice the retention of title counts as a protection of our balance demand.
  2. The customer shall undertake to sell the goods that are subject to the reservation of title only in the usual course of business as long as he is not in delay. The buyer is likewise obliged to reserve the title to the delivered goods towards his customers up until their full payment. The buyer is not entitled to other dispositions of the reserved goods, in particular to the pledging of goods or transfer by way of security conveyance.
  3. The buyer already herewith transfers all his title against his customers arising from a pledging of reserved goods including all additional claims against his customers for the purpose of coverage of all our entitled claims against him. In case that a transferred claim is included in an open invoice, the buyer with the same transfers to us the assigned book account equalling the amount of this claim. At our request the buyer has to indicate the cession of debt to his customers.
  4. In case of pledging and seizures of goods being subject of reservation, the buyer has to point out our property. He immediately has to advise us of the pledging and seizures and surrender the documents necessary for an intervention as well as deliver explanations. The buyer bears the intervention costs accrued from it. With default and/or cessation of payment, bankruptcy and composition application of the buyer we are entitled to take back goods that are subject to reservation of title.
  5. If the value of our guarantees exceeds the claims to be secured by more than 20%, we are obliged to release a part of the guarantees at our choice if requested by the customer.


IX.Complaints, exchange, recall
  1. The customer has to carefully examine goods delivered immediately upon receipt. Claims from the buyer regarding faulty or incomplete delivery are excluded if evident defects are not advised to us in writing or by Telex or facsimile within one week from arrival of the product at the destination or, in the case of latent defects, within 3 days from discovery of such defects.
  2. The customer is responsible for safeguarding his claims against transport persons or transport insurances for any possible losses or damages during transport. He has to request confirmation of damaged or lost goods by a certificate from the transport person. We are not liable for legal disadvantages arising to the customer due to a violation of this original obligation.
  3. The return of defect product may occur only after previous clarification with us. Custom-made and sterile products, if sterile packaging seal has been opened, are excluded from exchange as well as return.
  4. We can recall products or cancel deliveries if this should be necessary for the investigation of factory defects and suchlike, to avoid damage in case of recognized defects or similar. In such cases we grant replacement or reimbursement at our discretion with exclusion of any further claims.


X.Guarantees and liability
  1. Our guarantee is limited to goods delivered free from material defects and manufacturing defects. The guarantee terms are 24 months from delivery date according to the legal regulations - goods with restricted storage time are excluded. For defects or mistakes of an assured quality of the delivered product we fulfil the guarantee by re-work or replacement delivery at our discretion. If re-work or replacement delivery fails, the customer may request cancellation of the contract (annulment) according to legal regulations or alternatively reduction of the purchase price (decrease).
  2. For all claims for damages directed against us due to breach of duty, independent from which type of legal argument, in particular due to impossibility, delay, defective delivery (except to case of the absence of assured qualities of the delivered product by contract), positive breach of contract, injury of duties at contract negotiations, tortious act, product liability (with the exception of eventual liability according to the Product Liability Law) we only take responsibility to the extend of intentional misconduct and gross negligence of our organisation, our employees and managers. Any further liability for compensation because of defective delivery, in particular substitute of an immediate or indirect damage, including the substitution of damages not caused to the object of delivery itself, but by its use, its uselessness or in any other way (secondary damages) is, so far as legally allowed, excluded.


XI.Collection of customer data
  1. According to §26 of the German data protection law we draw your attention to the fact that our accounting is processed by an EDP-system, thus data obtained from the customer in connection with the business are stored in our data logging system.


XII.Miscellaneous
  1. The contract being subject to these terms of delivery or single claims from those can neither be transferred completely nor partially without our approval.
  2. Should a regulation of these conditions become ineffective, validity of the remaining ones is not affected by this. Additional verbal agreements to these conditions do not exist.
  3. Information on processing possibilities and application possibilities of the products delivered by us, technical consultations and other information is given to the best of our knowledge, however, without obligations and to the exclusion of any liability for the tips or the help and the results originating from this.


XIII.Place of fulfilment, legal venue
and right to be applied.
  1. Place of fulfilment and legal venue is Bad Oldesloe, Germany. We are entitled to sue the buyer on our part in any other place of legal venue.
  2. The relations between us and the customer are subject to the law of the Federal Republic of Germany. The agreement of the United Nations on international sale of goods as well as international agreements with comparable regulation objectives adopted by the law of the Federal Republic of Germany in the past or in future do not apply.
intermedic® is European
We are pleased to announce that effective May 30th 2007 the logo and the name intermedic® are registered as European Trade Mark in the Register of Community Trademarks under No. 004335508 at the Office for Harmonization in the Internal Market in Ali ...

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