General Terms and Conditions of Business
of MaiMed GmbH

I. Area of application

(1) These Terms and Conditions of Sale shall apply both to companies (§ 14 BGB), legal entities under public law or special funds under public law within the meaning of § 310 (1) BGB, and to consumers (§ 13 BGB).

(2) These Terms and Conditions of Sale shall also apply to all future transactions with the Buyer, insofar as they are legal transactions of a related nature.

(3) Deviating, conflicting or supplementary general terms and conditions of our customers shall not become part of the contract, even if we are aware of them, unless we have expressly agreed to their validity in writing.

II. Conclusion of the contract

(1) The order signed by the Buyer or sent to us by e-mail is a binding offer (§ 145 BGB). We can accept this offer within two weeks by sending an order confirmation in writing or text form (e.g. e-mail) with which we confirm the execution of the order.

(2) The presentation of the products on our website does not constitute a legally binding offer on our part, but only an invitation to place an order on your part.

(3) Requests directed to us for the preparation of an offer are non-binding for you; we will respond to such requests with a binding offer in text form (e.g. by e-mail), which you can then accept within 5 days.

(4) If a delivery date is not marked as binding, it is non-binding and do not represent a fixed date.

III. Prices and payment

(1) The prices stated in the respective offers/quotations represent net prices.

(2) Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax at the applicable rate.

(3) All offers are subject to change and non-binding. In the event of price and cost increases between the conclusion of the contract and the agreed delivery date, we are entitled to make a corresponding price adjustment if there is a period of more than four months between the stated dates. If the prices at the time of delivery exceed the initially agreed prices by more than 10%, the customer is entitled to withdraw from the contract. This provision shall not apply to deliveries made within the framework of continuing obligations.

(4) Payment of the purchase price shall be made exclusively to the account shown on the invoice. The deduction of a cash discount is only permissible with a special written agreement.

(5) Unless otherwise agreed, the purchase price shall be paid in advance (prepayment). If payment after invoicing has been agreed, the purchase price shall be paid within 10 days after invoicing. If the payment date is exceeded, interest on arrears shall be charged at a rate of 9 percentage points (vis-à-vis entrepreneurs) or 5 percentage points (vis-à-vis consumers) above the respective prime rate of the ECB. We reserve the right to claim higher damages for default. In the event that we assert a higher damage caused by default, the Buyer shall have the option to prove to us that the asserted damage caused by default was not incurred at all or was incurred in at least a significantly lower amount.

IV. Offsetting and rights of retention

The Buyer shall only be entitled to set-off if his counterclaims have been acknowledged in writing or have become res judicata. The Buyer shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

V. Gefahrübergang und Transport/Lieferung

(1) Unless otherwise agreed, the Buyer shall collect the goods ex works “EXW” at its own expense. The Seller shall inform the Buyer that the goods are ready for collection. The collection must take place within 7 days after notification of collection. The transfer of risk shall take place upon acceptance of the goods by the Buyer, but no later than upon expiry of the 7-day period.

(2) If delivery deviating from the above has been agreed, it shall be made free carrier “FCA”, with the following proviso:

(2.1) Unless otherwise agreed, deliveries are carriage paid from a net value of goods of € 350 (€ 100 for pharmacies). For deliveries with a net value of less than € 50,- we charge a handling fee of € 5,-, unless individual agreements to the contrary have been made.

(2.2) If delivery within Germany is agreed, the Seller shall commission a suitable carrier. Upon written request of the Buyer, the Seller shall take out suitable transport insurance.

(2.3) If delivery to an EU member state or a third country (not an EU member state) has been agreed, the Buyer shall commission a suitable transport company. The Buyer shall take out suitable transport insurance itself if required.

(2.4) The transfer of risk shall take place upon handover to the carrier. The costs incurred by the Seller for packaging and transport shall be invoiced separately to the Buyer. Partial deliveries are permissible within the framework of the statutory regulations and are deemed to be independent deliveries.

(3) If the Buyer is in delay of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage (in particular storage costs) incurred by us as a result, including any additional expenses. We reserve the right to assert further claims and we are authorised to exercise the rights arising from § 323 BGB. The purchaser shall be at liberty to prove that no damage at all or at least substantially less damage has been incurred in the amount demanded. The risk of accidental loss or accidental deterioration of the purchased goods shall pass to the Buyer at the time the Buyer defaults in acceptance or payment.

(4) The transport risk for returns shall be borne by the customer. Generally excluded from returns are sterile products, customised products, goods that are no longer saleable (best before date 12 months, soiling, adhesions, etc.).

VI. Retention of Title

(1) The goods shall remain the property of the Seller until payment has been made in full. However, the Buyer shall be entitled to sell the goods to customers in the ordinary course of business. The Buyer hereby assigns to the Seller the claim against the third party arising from the sale. The buyer is entitled to collect the claim against the third party in his own name. The Seller reserves the right to disclose the assignment of the claim against the third party at any time and to assert the claim itself.

(2) If the Buyer defaults on a payment, the Seller shall be entitled to withdraw from this contract and to repossess the goods. The Seller shall be obliged to release the securities to which he is entitled – if necessary also partially – to the extent that their total sales value exceeds the sum of all outstanding claims of the Seller from the business relationship by more than 50%.

VII. Warranty

In the event that you are an entrepreneur as defined in § 1, the following shall apply:

(1) The exercise of warranty rights of a commercial buyer requires that the buyer has fulfilled its obligation to inspect and notify defects in accordance with § 377 HGB within 7 days after the transfer of risk.
Any transport damage and shortages must be noted immediately upon receipt of the goods and confirmed by the carrier.

(2) Warranty claims of a commercial buyer shall become statute-barred 12 months after collection of the goods by the buyer. If the object of purchase is used goods, the assertion of warranty claims is excluded altogether. Our consent must be obtained prior to any return of the goods. Returns that are not due to defects will not be accepted without our prior consent.

(3) If, despite all due care, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time. If the buyer returns the goods to the seller, a handling fee of at least € 25 will be charged for processing the return. We reserve the right to deduct a processing fee of 10 % of the value of the goods in the event of time-consuming procedures due to the return of goods.
Recourse claims remain unaffected by the above provision without limitation.

(4) Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear as well as in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive stress or due to special external influences which are not assumed under the contract. If the Purchaser or third parties carry out modifications, there shall also be no claims for defects for these and the resulting consequences.

(5) The Purchaser shall only have a right of recourse against us to the extent that the Purchaser has not entered into any agreements with its customer that go beyond the statutory mandatory claims for defects.
In the event that you are a consumer as defined in § 1, the following shall apply:

(6) The Buyer shall be obliged to notify us in writing of any obvious defects within 4 weeks of delivery of the subject matter of the contract.

(7) The warranty period is 2 years, calculated from the transfer of risk. If the object of purchase is used goods, the warranty period shall be 1 year, calculated from the transfer of risk. This period shall also apply to claims for compensation for consequential harm caused by a defect, insofar as no claims in tort are asserted.

VIII. Exclusion of liability

(1) Notwithstanding the foregoing provisions and the following limitations of liability, we shall only be liable for damages to life, body and health that are based on a negligent or intentional breach of duty by our legal representatives or our vicarious agents. Furthermore for damages which are subject to the product liability law. Finally, for damages based on an intentional or grossly negligent breach of contract as well as fraudulent intent.

(2) Insofar as we have given a quality and/or durability guarantee with regard to the goods or parts thereof, we shall also be liable within the scope of this guarantee. However, we shall only be liable for damage based on the absence of the guaranteed quality or durability, but which does not occur directly to the goods, if the risk of such damage is obviously covered by the quality and durability guarantee.

(3) We shall also be liable for damage caused by simple negligence, insofar as such negligence relates to the breach of such contractual obligations, compliance with which is of particular importance for the achievement of the purpose of the contract (cardinal obligations). However, we shall only be liable to the extent that the damage is typically associated with the contract and is foreseeable. Otherwise, we shall not be liable for simple negligent breaches of ancillary obligations that are not essential to the contract. The limitations of liability contained in sentences 1 – 3 shall also apply insofar as liability for legal representatives, executive employees and other vicarious agents is concerned.

(4) Any further liability shall be excluded irrespective of the legal nature of the asserted claim. By way of clarification: Excluded are in particular loading and unloading damage to transport vehicles, damage caused by waiting times as well as damage as a result of operational failure, insofar as this is caused by a defect in the purchased item.
Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

IX. Safety regulations

Our products shall comply with the applicable German and European quality and safety regulations (DIN standards/certificates). The Buyer shall check and ensure compliance with quality and safety regulations from non-EU (so-called third) countries at its own expense.

X. Widerrufsrecht

The (consumer) Buyer shall be entitled to a right of revocation upon conclusion of a distance selling contract pursuant to § 312c BGB. If the buyer makes use of his right of revocation, he has to bear the costs of the return. In all other respects, the provisions of the following

XI. Place of fulfilment

Unless otherwise stated in the order confirmation, the place of fulfilment shall be our registered office in Neuenkirchen/Germany.

XII. Data protection

In connection with the sale of products and the provision of services, personal data is collected, recorded, stored and processed in compliance with applicable data protection standards. Further information are included in the data protection declaration on our website at www.maimed.de.

MaiMed GmbH, Status August 30, 2024/Rev.00