Terms of service

General Terms and Conditions (Terms and Conditions) PPE Germany Services GmbH - version 01. April 2022 - § 1 scope / shape 1. These terms and conditions of sale apply in full everyone merchants, entrepreneurs, legal entities under private and public law and special funds under public law within the meaning of § 310 paragraph 1 BGB. Conditions that conflict with or deviate from our conditions of sale of orderer recognize We only accept this if our management expressly agrees to this in writing in our order confirmation. This consent requirement applies in all cases, for example even if we carry out the delivery to the buyer without reservation despite being aware of the buyer's general terms and conditions. 2. These General Terms and Conditions apply in particular to all offers, quotations and/or contracts for the sale and/or delivery of movable items (goods/products), regardless of whether we manufacture the goods ourselves or purchase them from suppliers. 3. These conditions of sale also apply to all future ones businesses with dem orderer, so far it are legal transactions of a related nature. 4. Legally relevant declarations and notifications by the buyer regarding the contract (e.g. setting a deadline, notification of defects) must be made in writing, ie in written or text form (e.g. e-mail, fax, letter). § 2 Offer / Conclusion of contract 1. Our offers are non-committal and non-binding. This also applies if we have offered a product with a price and/or deadline. This also applies if we have provided the buyer with catalogs, technical documentation, product descriptions or other documents to which we reserve ownership and copyright. Guarantees of quality or durability are not given, even if they are described as such in the aforementioned documents, unless they are made in writing and expressly by our management in relation to specific orders. 2. The ordering of the goods by the buyer is considered a binding contract offer. Unless the order states otherwise, we can accept this offer within two weeks of receipt. 3. Acceptance can be made either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer. We are not obliged to conclude a contract until we have accepted/confirmed your order. Our liability arising from pre-contractual negotiations is excluded. 4. If a contract has been concluded for successive deliveries or a total quantity that can or should be delivered or called off in parts, the partial quantities must be accepted on the agreed dates, but the total quantity must be accepted no later than the last delivery date. A reduction in the agreed deliveries is only possible with our prior written consent. § 3 Prices / Packaging / payment / Payment in advance 1. Unless otherwise agreed in writing, our current prices at the time the contract is concluded apply, ex works excluding packaging and plus VAT in respectively more valid Height. The Deduction discounts are excluded. 2. At the Mail order purchase on Demand of buyer The latter bears the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. The buyer is responsible for any customs duties, taxes, fees and other public charges . 3. Shipping boxes and packaging materials cannot be taken back; the purchaser assumes proper disposal at his own expense. 4. Unless another payment agreement is confirmed in our order confirmation, the purchase price is due in advance of delivery, at the latest to be paid to our business account by irrevocable transfer within 3 days of our order confirmation. Once this period expires, the buyer is in default without the need for a reminder. During the delay, interest is to be paid on the purchase price at the applicable statutory default interest rate. The right to assert further damages due to delay remains reserved. If the purchase price has not been paid despite the due date, we are entitled to withdraw from the purchase contract and demand compensation or fulfillment without further warning or setting a deadline . 5. Payment terms are only valid if they are expressly confirmed in our order confirmation and the buyer provides security. They only apply to the respective delivery. If we do not receive payment in full on the due date, the buyer will be in default without the need for a reminder. In this case, we are entitled, among other things, to suspend deliveries until full payment and to demand advance payment. 6. The respective account details to which payments will be made to discharge the debt can, we point out every invoice must be strictly observed by the buyer. Payments are only considered to have been made if the amount owed has been credited to us in full, finally and without reservation. The buyer bears transfer costs . 7. Unless a fixed price agreement has been made, reasonable price changes due to changes in wages, Material- and Distribution costs for deliveries, which take place one month or later after conclusion of the contract. § 4 delivery time 1. Delivery times or dates are agreed individually or specified by us when we accept the order. She are no binding fixed dates, it be because you will be on Wish of buyer as such expressly agreed in writing. The start of the delivery time specified by us requires the timely and proper fulfillment of the customer's obligations. The exception of the unfulfilled contract remains reserved. 2. Provided we binding Delivery times out of Found, the We are not responsible for not being able to comply (unavailability the Perfomance, delayed delivery to us), we will inform the buyer of this immediately and at the same time inform us of the expected new delivery date. The delivery period is then extended by the time How the from us not to represented circumstance exists. § 5 Place of fulfillment / Transfer of risk 1. The goods are delivered ex warehouse, which is also the place of fulfillment for delivery and any subsequent fulfillment. At the buyer's request, the goods will be sent to another destination at his own expense and risk. Unless otherwise agreed is, are we justified, the Art the Shipping (esp transport company, shipping route, Packaging) to determine yourself. 2. The Danger of random doom and the Any accidental deterioration of the goods will be transferred to the buyer upon delivery at the latest. The buyer must collect the goods from our warehouse on the day we inform him or, in the absence of notification, as the delivery date agreed became. Get the Buyer the If goods are not delivered on that day, there is a risk of accidental loss and the deterioration with Sequence of that day (midnight CET) to the buyer. When purchasing by mail order goes however the Danger of accidental loss and accidental deterioration of the goods as well as the risk of delay upon delivery the Goods at the freight forwarder, freight carrier or the person otherwise designated to carry out the shipment. 3. Provided a Drop shipping agreed is, applies the Goods are deemed to have been delivered by us as soon as our supplier delivers the goods to the customer in accordance with the delivery agreement or him to Disposal placed has. The customer becomes inform us immediately. § 6 retention of title, Property rights 1. The delivered goods (reserved goods) remain our property until all claims against the buyer at the time the invoice is due have been fulfilled to be entitled, and that is including all outstanding balance claims from current accounts at that time. If the buyer behaves in breach of contract - in particular if he is in arrears with the payment of a payment claim - we have the right to take back the reserved goods after we have set a reasonable deadline for performance. The buyer bears the transport costs incurred for the return. If we take back the reserved goods, this constitutes a withdrawal from the Contract represents. Also a resignation It constitutes a departure from the contract if we seize the reserved goods. Retained goods taken back by us may we utilize. The proceeds the recycling becomes will be offset against the amounts that the buyer owes us after we have deducted an appropriate amount for the costs of disposal. 2. The buyer must treat the reserved goods with care and observe the storage, storage, transport and usage instructions, in particular the expiry dates. He must adequately insure the products - if appropriate - at their own expense against fire, water and theft damage at their new value. If maintenance and inspection work becomes necessary, the buyer must carry it out in a timely manner at his own expense. 3. The buyer may use the reserved goods and resell them in the ordinary course of business as long as he is not in default of payment or at risk of insolvency. However, he may not pledge the reserved goods or transfer them as security. The buyer's claims for payment against his customers from a resale of the reserved goods as well as those claims of the buyer with regard to the reserved goods that arise from any other legal reason against his customers or third parties (in particular claims from unlawful acts and claims for insurance benefits), including all balance claims from current accounts The buyer hereby assigns it to us in full as security. We accept this assignment. 4. The Buyer may this at us assigned collect claims on his behalf in his own name for us as long as we do not revoke this authorization. This does not affect our right to collect these claims ourselves; however, will be we the requirements not himself applies do and the Direct debit authorization not withdraw, as long as the buyer properly meets his payment obligations. 5. However, if the buyer behaves in breach of contract - in particular if he fails to pay a fee in Default came is –, can we from Buyer demand, that this us the assigned claims and the respective debtor known there, the respective debtors the Assignment communicates and provides us with all documents and provides all information we to Assertion the requirements need. 6. Any processing or transformation of the reserved goods by the buyer is always carried out on our behalf. If the reserved goods are processed with other items becomes, the us not belong, so acquire we share ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including sales tax) to the others Things in the time the Processing. Moreover applies for the through processing emerging new item the same as for the reserved goods. 7. If the reserved goods are inseparably combined or mixed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount including sales tax). others associated or mixed Things at the time of connection or mixing. Will be the reserved goods in the Way tied together or mixed, that the Matter of buyer as main thing the buyer and we have already agreed that the buyer transfers to us proportional co-ownership of this item. We accept this transfer. The so created sole ownership or Co-ownership The buyer will keep one item safe for us. 8. In the event of seizure of the reserved goods by third parties or other interventions by third parties, the buyer must point out our ownership and must notify us immediately in writing so that we can retain our ownership rights push through can. Provided the If third parties are unable to reimburse us for the legal or extrajudicial costs incurred in this context, the buyer is liable for this. 9. If the buyer requests this, we are obliged to do so entitled Collateral in this respect to release, when their realizable value exceeds the value of our outstanding claims against the buyer by more than 20%. However, we are allowed to select the securities to be released. 10. By purchasing the goods/products, the buyer does not acquire the right to manufacture or copy the goods/products, to use our or our suppliers' industrial property rights, or any other license or usage rights that go beyond the intended use of the goods/products go out. § 7 medical devices / electrical / Occupational health and safety laws 1. We distribute both medical devices and industrial products that fall under the Electrical Act. The buyer undertakes to strictly comply the product dependent respectively to compliance with special legal requirements, in particular the medical device, electrical and occupational safety laws. 2. The buyer ensures that the products we deliver are only used by people with the appropriate professional qualifications and suitability. He undertakes to ensure an appropriate introduction of personnel in the Frame to ensure compliance with the relevant legal regulations. 3. Away crossing the Danger on the Buyer provides the Buyer ensures that the goods are only stored, transported and deployed or used in accordance with the manufacturer's specifications or our specifications. 4. The buyer is aware that the tests, masks and others for the consumption particular Products have expiration dates. These are stated on or in the packaging. The tests, masks or goods may no longer be used after the expiry date. The return the Goods because of Sequence of expiry date is excluded. 5. The buyer undertakes not to repackage medical products, but only in the packaging supplied by us, including labeling and instructions for use further to sell or to and the packaging supplied by us, including labeling, and instructions for use without our prior notice written Instruction or approval not to be changed or supplemented. § 8th Warranty / Notification of defects / Statute of limitations 1. The purchaser's warranty rights require that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB). 2. Products that have not been sampled by the customer before purchase are subject to return; Exchanges and complaints about defects excluded, it be because, the The product objectively has a technical defect. Technical errors lay not before, if the product the corresponds to the manufacturer's specifications. 3. Claims for defects expire 12 months after the transfer of risk of the goods delivered by us to the buyer. For claims for damages in the event of intent and gross negligence as well as injury to life and body and Health, the on one intentional or negligent Breach of duty of user the statutory limitation period applies. 4. If, despite all care taken, the delivered goods have a defect that was already present at the time of transfer of risk, we will, at our discretion, repair the goods or deliver replacement goods, subject to timely notification of the defect. We must always be given the opportunity to provide supplementary performance within a reasonable period of time. Claims for recourse remain unaffected by the above regulation without restriction. 5. If subsequent fulfillment fails, the buyer can – without prejudice any Claims for damages – withdraw from the contract or reduce the remuneration. 6. Claims for defects do not apply in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or in the event of damage occurring after the transfer of risk as a result of incorrect or negligent handling or storage, more faulty Application or Non-compliance with the instructions for use, use after the expiry date, excessive use, unsuitable operating materials, improper handling by the buyer or his vicarious agents or due to special external influences that are not assumed under the contract. If repair work or changes are carried out improperly by the customer or third parties, there are no claims for defects for these or the resulting consequences . 7. Claims by the buyer due to the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded to the extent that the expenses are itself increase, because the from us delivered Goods have subsequently been transported to a location other than the purchaser's branch, unless the transport corresponds to their intended use. 8. The buyer's right of recourse against us only exists to the extent that the purchaser and his buyer do not have any above the legal compelling claims for defects agreement met has. For the scope of right of recourse of orderer Paragraph 6 also applies accordingly to the supplier. 9. SARS-CoV-2 tests and masks may only be stored and used in accordance with the instructions described in the attached instructions for use and only until the expiry date specified by the manufacturer for each test on the test card or packaging. For any failure to comply with the instructions Storage, transport or use We exclude all liability for the tests, masks or other goods provided with storage and/or instructions for use as well as for their use after the expiry date. Masks and test are for one-time use use certainly. The Liability for Defects or damage caused by repeated use are excluded. 10. We be liable not for the product immanent Error rate as long as it is within the manufacturer's specifications and/or the WHO specifications. The buyer is aware that tests do not always work perfectly due to the vulnerability of the material and/or the test handling by the user, but more often show incorrect results or no result. Liability for such incorrect results and zero results is excluded unless our review of the entire Delivery results, that the Testing at Delivery was not manufactured in accordance with the manufacturer's instructions and/or WHO specifications. In this case, we will replace the faulty tests or, at our discretion, refund the purchase price. Another compensation is excluded. As well be liable We are not responsible for changes in legal requirements or regulations after receipt of your order. 11. The buyer is aware that masks do not provide 100% protection against infection. We are not yet liable for infections that occur despite using the mask for other damage, the through the use of the masks, unless the damage is due to a defect in the condition of the mask. 12. We are not liable for medical devices that have been repackaged or whose packaging, labeling, instructions for use and/or content have been changed or supplemented. 13. For products that we do not manufacture ourselves, our liability is in any case limited to the liability or recourse claims that we can assert against our supplier. In the event of a defect or damage, the our supplier to represent has, We can release ourselves from our liability for such defects and damages by claiming our compensation - and Claims for recourse against the suppliers assign to our customer. 14. defects are through objective Testing one for the respective product certified German test organization in Germany. Tests that are based on subjective (such as leakage tests with different test persons) or unprofessional assessments or executions, foreign tests and tests by non-certified organizations become not accepted and apply not as evidence of a defect. If the buyer discovers a defect, he is obliged to inform us immediately and to give us the opportunity to inspect the product in question by returning the defective product to us at his own expense. If the buyer purchases a product from us testing let want, has he us punctual to inform us about this, stating the products and product batches that he wants to have tested, and to give us the opportunity to observe the test. We have the right to arrange for tests on the products. Tested products and test results must be made available to us for review. § 9 Other Limitations of Liability 1. We ensure compliance with the information requirements specified by law, in particular those of the Medical Devices Act. The information usually comes from the information provided or above our Website available certificates, product information, instructions for use, etc., which the buyer undertakes to take careful note of and to treat the goods accordingly and to use them exclusively in accordance with their intended purpose and this also at one Resale to observe. 2. We be liable only after German Right. The Liability under foreign and international law is excluded, unless international law is part of German law in the event of liability. We exclude our liability for slightly negligent breaches of duty, provided that these do not relate to essential contractual obligations, damages resulting from injury to life, body or health or guarantees or claims dem Product Liability Act touched are. The same applies to breaches of duty by our vicarious agents. If we negligently violate an essential contractual obligation, our obligation to pay compensation is limited to the foreseeable damage that is typical for the contract. Our Liability for negligent Breach of duty is in any case limited to the net purchase price of the product in question. We are not liable for lost profits or consequential damages unless we caused these damages intentionally or we are liable for them under the German Product Liability Act. For claims out of Product liability be liable we only so far the German product liability law requires this. In the Cases one product recall The buyer undertakes to support the product recall in which he the recall on his Cost at his Customers forwards and makes the recalled products available to us. In this case, we have the right to replace the recalled products with equivalent, defect-free ones Products to substitute or dem Buyer to refund the net purchase price. Further claims against us are excluded unless the recall was caused by a defect that we caused intentionally. 3. We be liable not for damage, the through one Disturbance of the company, in particular as a result from higher Violence (e.g. B. caused by fire and natural events, disasters, unrest or government interventions or restrictions) as well as other events for which we are not responsible (e.g. strikes, lockouts, traffic or supplier disruptions, raw material or component shortages). . The exclusion of liability also expressly applies to disruptions that are due to an epidemic/pandemic situation, such as Covid-19, regardless of whether the epidemic/pandemic situation already exists or is foreseeable at the time the contract is concluded. 4. If through the in the previous Paragraph 3 If the above-mentioned events hinder or delay the fulfillment of our contractual service, we are not in default, but are entitled to perform our service within a reasonable period of time after the disruption has been remedied to provide. Should the Performance because of the incidents have become impossible or the service disruptions longer as 6 Months last for, are we justified from dem Part of contract, the still is not fulfilled, to withdraw against reimbursement of any purchase price that may have already been paid. Further claims by the buyer are excluded. 5. We are not liable for damages resulting from infringement of third party intellectual property rights if this infringement arises from names, designs, trademarks and/or applications used by our manufacturers or suppliers. § 10 Right of retention / Prohibition of offsetting The buyer is only entitled to a right of retention and offsetting for undisputed or legally established claims. In addition, the buyer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship. § 11 Choice of law / Place of jurisdiction / Salvatory clause 1. For this Conditions and the contractual relationship applies the Law of the Federal Republic of Germany to the exclusion of international law, in particular the UN Convention on Contracts for the International Sale of Goods. 2. If the buyer is a merchant, entrepreneur, a legal entity, or a legal entity under public law or a special fund under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code (BGB), the place of jurisdiction is exclusive our Headquarters in Berlin and the Regulations of General Terms and Conditions Act are excluded as far as this is legally permissible. 3. If individual provisions are or become legally ineffective or unenforceable, this will not affect the effectiveness of the remaining provisions. These should remain effective. The ineffective provisions must be replaced by effective provisions that come closest to the economic purpose we are pursuing. The same applies to any gaps. ////////////////////////////////////////////////// //////////////////////////////////////