No sale to consumers, only to traders or entrepreneurs iSd §14 BGB and public institutions



Terms of service

Terms and Conditions (GTC)

PPE Germany GmbH

- Version 11/2021 -

§1 Scope / form

  1. These terms of sale apply in full to all merchants, entrepreneurs, legal entities under private and public law and special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code. We only recognize conflicting or deviating terms and conditions of the customer if our management expressly agrees to them in writing in our order confirmation. This requirement for consent applies in any case, for example even if we carry out the delivery to the buyer without reservation, knowing the general terms and conditions of the buyer.

  2. These GTC 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 buy them from suppliers.

  3. These terms of sale also apply to all future transactions with the customer, insofar as legal transactions of a related nature are concerned.

  4. Legally relevant declarations and notifications by the buyer in relation to 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 goods with a price and/or deadline. This also applies if we have provided the buyer with catalogues, technical documentation, product descriptions or other documents to which we reserve ownership rights and copyrights. Quality or durability guarantees are not given, even if they are designated 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 otherwise stated in the order, we can accept this offer within two weeks of receipt.

  3. Acceptance can be declared 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 from pre-contractual negotiations is excluded.

§3 Prices / packaging / payment / advance payment

  1. Unless otherwise agreed in writing, our current prices at the time the contract is concluded shall apply, ex works excluding packaging and plus value added tax at the applicable rate. The deduction of cash discount is excluded.

  2. In the case of mail-order sales at the request of the buyer, the latter bears the transport costs ex warehouse and the costs of any transport insurance requested by the buyer. Any customs duties, taxes, fees and other public charges are borne by the buyer.

  3. Shipping boxes and packaging materials will not be taken back; the customer takes care of proper disposal at his own expense.

  4. If no other payment agreement is confirmed in our order confirmation, the purchase price is to be paid in advance of delivery, at the latest within 3 days after our order confirmation, to our business account by irrevocable transfer. When this period expires, the buyer is in default without the need for a reminder. Interest is to be paid on the purchase price during the delay at the applicable statutory default interest rate. We reserve the right to assert further damage caused by delay. If the purchase price has not been paid despite the due date, we are entitled to withdraw from the purchase contract and to demand compensation or performance without further reminders or setting a deadline.

  5. Terms of payment 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 the payment in full by the payment target date, the buyer is in default without a reminder being required. In this case, we are entitled, among other things, to suspend deliveries until full payment has been made and to demand payment in advance.

  6. The respective account details to which payment can be made in a debt-discharging manner are shown on every invoice for the buyer\'s unconditional attention. Payments are only deemed to have been made if the amount owed has been credited to us in full, finally and without reservation. The buyer bears the transfer costs.

  7. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries that take place one month or later after the conclusion of the contract.

§4 Delivery time

  1. Delivery periods or dates are agreed individually or specified by us when accepting the order. They are not binding fixed dates unless they are expressly agreed as such in writing at the request of the buyer. The beginning of the delivery time specified by us presupposes the timely and proper fulfillment of the customer\'s obligations. The exception of the unfulfilled contract remains reserved.

  2. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service, delayed delivery to us), we will inform the buyer of this immediately and at the same time communicate the expected new delivery deadline. The delivery period is then extended by the period of time for which the circumstance for which we are not responsible exists.

§5 Place of Performance / Passing of Risk

  1. The delivery of the goods takes place ex warehouse, which is also the place of performance for the delivery and any subsequent performance. At the request of the buyer, the goods will be sent to another destination at his expense and risk. Unless otherwise agreed, we are entitled to determine the type of shipment (especially transport company, shipping route, packaging) ourselves.

  2. The risk of accidental loss and accidental deterioration of the goods is transferred to the buyer at the latest when the goods are handed over. The buyer must collect the goods from our warehouse on the day that we notify him or that was agreed as the delivery date in the absence of notification. If the buyer does not collect the goods on that day, the risk of accidental loss and deterioration passes to the buyer at the end of that day (24:00 CET). In the case of mail-order sales, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay is already transferred when the goods are handed over to the forwarding agent, carrier or other person responsible for carrying out the shipment.

§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 settled, including all open current account balance claims at that time. If the buyer behaves in breach of contract - in particular if he is in arrears with the payment of a claim for payment - 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 represents a withdrawal from the contract. It also represents a withdrawal from the contract if we seize the reserved goods. We may recycle reserved goods which we have withdrawn. The proceeds of the sale will be offset against the amounts owed to us by the buyer after we have deducted a reasonable amount for the costs of the sale.

  2. The buyer must treat the goods subject to retention of title with care and observe the instructions for safekeeping, storage, transport and use, in particular the expiry dates. If appropriate, he must insure the products adequately at his own expense against fire, water and theft damage at replacement value. If maintenance and inspection work becomes necessary, the buyer must carry it out in good time 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. However, he may not pledge the reserved goods or assign them as security. The buyer\'s claims for payment against his customers from the resale of the reserved goods and those claims of the buyer regarding the reserved goods that arise from another legal reason against his customers or third parties (in particular claims from tortious acts and claims for insurance benefits), including all balance claims from current accounts the buyer hereby assigns to us in full as a precaution. We accept this assignment.

  4. The buyer may collect these claims assigned to us on his own account and in our name as long as we do not revoke this authorization. This does not affect our right to collect these claims ourselves; However, we will not assert the claims ourselves and will not revoke the direct debit authorization as long as the buyer duly meets his payment obligations.

  5. However, if the buyer behaves in breach of contract - in particular if he is in default with the payment of a claim for payment - we can demand that the buyer informs us of the assigned claims and the respective debtors, informs the respective debtors of the assignment and informs us all Hands over documents and provides all information that we need to assert the claims.

  6. Any processing or transformation of the reserved goods by the buyer is always carried out for us. If the reserved goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including sales tax) to the other processed items at the time of processing. For the rest, the same applies to the new item created by processing as to the reserved goods.

  7. If the reserved goods are inseparably connected or mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including sales tax) to the other connected or mixed items at the time of connection or mixing. If the goods subject to retention of title are combined or mixed in such a way that the buyer\'s item is to be regarded as the main item, the buyer and we already agree that the buyer transfers proportional co-ownership of this item to us. We accept this transfer. The buyer will keep the resulting sole ownership or co-ownership of an item for us.

  8. In the event of seizure of the goods subject to retention of title by third parties or other interventions by third parties, the buyer must refer to our ownership and must notify us in writing without delay so that we can enforce our property rights. If the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable for these.

  9. If the buyer requests this, we are obliged to release the securities to which we are entitled insofar as their realizable value exceeds the value of our outstanding claims against the buyer by more than 20%. However, we may 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 industrial property rights or those of our suppliers, or 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 Acts

  1. We circulate both medical products and industrial products that fall under the ElektroG. The buyer undertakes to strictly comply with the special legal requirements to be observed depending on the product, in particular the medical product, electrical and occupational safety laws.

  2. The buyer ensures that the products delivered by us are only used by persons with the appropriate professional qualifications and suitability. He undertakes to ensure that the personnel are properly introduced within the framework of the respective statutory provisions.

  3. Once the risk has passed to the buyer, 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 other consumable products have expiry dates. These are indicated on or in the packaging. The tests, masks or goods may no longer be used after the expiry date. The return of the goods due to the expiry date is excluded.

  5. The buyer undertakes not to repackage medical devices, but only to resell or give them in the packaging supplied by us, including labeling and instructions for use, and not to change the packaging supplied by us, including labeling and instructions for use, without our prior written instructions or consent or to add.

§8 Warranty / Complaints / Statute of Limitations

  1. The customer\'s warranty rights presuppose that he has duly fulfilled his obligations to examine and give notice of defects according to § 377 HGB.

  2. Claims for defects expire 12 months after the risk of the goods delivered by us has passed to the buyer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as injury to life, body and health, which are based on an intentional or negligent breach of duty by the user.

  3. If, despite all due care, the delivered goods show a defect that was already present at the time of the transfer of risk, we will repair the goods at our discretion, subject to timely notification of defects, or deliver replacement goods. We must always be given the opportunity to remedy the defect within a reasonable period of time. Claims for recourse remain unaffected by the above provision without restriction.
  4. If the supplementary performance fails, the buyer can - without prejudice to any claims for damages - withdraw from the contract or reduce the payment.

  5. Claims for defects do not exist 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 and in the event of damage occurring after the transfer of risk as a result of incorrect or negligent handling or storage, incorrect application or non-compliance with the instructions for use, use according to the expiry date, excessive strain, unsuitable equipment, improper handling by the buyer or his vicarious agents or due to special external influences that are not required under the contract. If the customer or third parties carry out improper repair work or changes, there are no claims for defects for these and the resulting consequences.

  6. Claims by the buyer for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us were subsequently taken to a location other than the customer\'s branch has been made, unless the shipment corresponds to its intended use.

  7. The buyer\'s right of recourse against us only exists insofar as the customer has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 6 also applies accordingly to the extent of the customer\'s right of recourse against the supplier.

  8. 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 up to the expiry date specified by the manufacturer for each test on the test card or packaging. We exclude all liability for any storage, transport or use of the tests, masks or other goods provided with storage and/or use instructions that does not comply with the instructions, as well as for their use after the expiry date. Masks and test are for single use only. Liability for defects or damage caused by multiple use is excluded.

  9. We are not liable for the error rate inherent in the product insofar as it lies within the framework of the manufacturer\'s information and/or the specifications of the WHO. The buyer is aware that tests do not always work properly due to the susceptibility of the material and/or the way the test is handled by the user, but often show incorrect results or no result. Liability for such erroneous results and zero results is excluded, unless our examination of the entire delivery shows that the tests were not produced in accordance with the manufacturer\'s specifications and/or WHO specifications. In that case, we will replace the defective tests or, at our option, refund the purchase price. Any further compensation is excluded. Likewise, we are not liable for changes in legal requirements or provisions after receipt of your order.

  10. The buyer is aware that masks do not provide 100% protection against infection. We are not liable for infections that occur despite the use of the mask, nor for other damage caused by the use of the masks, unless the damage is due to a defect in the condition of the mask.

  11. We are not liable for medical devices that have been repackaged or whose packaging, labelling, instructions for use and/or contents have been changed or supplemented.

  12. For products that we do not manufacture ourselves, our liability is always limited to the liability or recourse claims that we can assert against our suppliers. In the event of a defect or damage for which our supplier is responsible, we can free ourselves from our liability for such defects and damage by assigning our claims for damages and recourse against the supplier to our customer.

  13. Defects must be proven by objective tests by a German test organization in Germany that is certified for the respective product. Tests that are based on subjective (such as leakage tests with different test persons) or unprofessional assessments or designs, foreign tests and tests by non-certified organizations are not recognized and are not valid as proof of a defect. If the buyer discovers a defect, he is obliged to inform us immediately and give us the opportunity to inspect the product in question by sending the defective product back to us at his own expense. If the buyer wants to have a product purchased from us tested, he must inform us in good time, stating the products and product batches that he wants to have tested, and give us the opportunity to observe the test. We have the right to have the products tested. Tested products and test results are to be made available to us for verification.

§9 Other Limitations of Liability

  1. We ensure compliance with the statutory information requirements, in particular those of the Medical Devices Act. The information usually results from the certificates, product information, instructions for use, etc. that are supplied or that can be accessed via our website, which the buyer undertakes to read carefully and to treat the goods accordingly and to use them exclusively in accordance with their intended purpose and this should also be observed in the event of a resale.

  2. We are only liable according to German law. 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 these do not relate to essential contractual obligations, damage from injury to life, limb or health or guarantees or claims under the Product Liability Act are affected. 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 breaches 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 damage, unless we have caused this damage intentionally or we are liable for it under the German Product Liability Act. We are only liable for product liability claims to the extent that this is mandatory under the German Product Liability Act. In the event of a product recall, the buyer undertakes to support the product recall by forwarding the recall to his customers at his own expense and making the recalled products available to us. In that case, we have the right to replace the recalled products with equivalent non-defective products or refund the buyer the net purchase price. Further claims against us are excluded, unless the recall was caused by a product defect that we caused intentionally.

  3. We are not liable for damage caused by disruption to operations, in particular as a result of force majeure (e.g. fire and natural disasters, catastrophes, unrest or government intervention or restrictions) or as a result of other events for which we are not responsible ( e.g. strike, lockout, traffic or delivery disruptions, raw material or component bottlenecks). The exclusion of liability expressly also 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 the fulfillment of our contractual service is impeded or delayed as a result of the events mentioned in paragraph 3 above, we are not in default, but are entitled to provide our service within a reasonable period of time after the disruption has been rectified. If the performance has become impossible due to the events or the disruption to performance lasts longer than 6 months, we are entitled to withdraw from the part of the contract that has not yet been fulfilled and reimburse any purchase price that may have already been paid for it. Further claims of the buyer are excluded.

  5. We are not liable for damages resulting from infringement of third-party industrial property rights if this infringement is caused by designations, designs, brands and/or applications that our manufacturers or suppliers use.

§10 Right of retention / prohibition of offsetting

The buyer is only entitled to a right of retention and set-off with regard to undisputed or legally established claims. In addition, the buyer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

 

§11 Choice of Law / Place of Jurisdiction / Severability Clause

  1. The law of the Federal Republic of Germany applies to these GTC and the contractual relationship, excluding international law, in particular the UN Sales Convention.

  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, the exclusive place of jurisdiction is our main place of business in Berlin and the provisions of the General Terms and Conditions Act are excluded insofar as that is legally permissible.

  3. Should individual provisions be or become legally ineffective or unenforceable, this shall not affect the validity of the remaining provisions. These should remain effective. The ineffective provisions are to be replaced by effective provisions that come closest to the economic purpose pursued. The same applies to any gaps.

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