General
Only the actual version of the GTC is valid, former versions are invalid.
By placing an order the buyer acknowledges these GTC. We do not acknowledge conditions of the buyer contrary to or deviating from our GTC unless we have expressly consented to their validity in writing.
These GTC will also apply to all future transactions with the buyer without being resent to the buyer and without reference thereto if contracts of sale are involved. Deviating agreements require our written confirmation.
Contracting Partner
Contracting Partner of the buyer is Demeditec Diagnostics GmbH (hereafter “Demeditec”), Lise-Meitner-Str. 2, D-24145 Kiel, Germany.
Non-Disclosure
The buyer agrees that his data will be used and saved by Demeditec. No data will be disclosed to third parties. The given data are only used for the purpose of order processing and related actions. The buyer is informed that in spite of all safety precautions it can be not completely excluded that during transactions through the internet an access to the data by unauthorized person may happen.
Prices
All prices are subject to change and are quoted, unless otherwise agreed in writing, EX
Works (EXW Demeditec, ICC INCOTERMS 2010) Lise-Meitner-Str.2, 24145 Kiel, Germany,
excluding packaging and plus statutory turnover tax.
Freight charges
Costs per delivery initiated by the buyer shipments within Germany:
- Normal deliveries: Lump-sum share of freight and packaging is EUR 17.29
- Express Service: Lump-sum share of freight and packaging is EUR 25.00
- For shipments dispatched in dry ice an individual extra fee is calculated depending on the amount of needed dry ice
- Saturday deliveries and extra tours at the buyer´s request are subject to an additional freight charge depending on the expense involved
- Retrieval of goods owing to a wrong order by the buyer is subject to a charge of EUR 20.00
Freight costs for shipments abroad:
The freight charges will be calculated and invoiced on the basis of each individual shipment
Delivery and Shipping
All shipments are made EXW Demeditec warehouse according to ICC Incoterms 2010.
Given delivery times are without liability.
We are entitled to effect deliveries in installments.
Force majeure, impediments to performance of the contract
Force majeure of any kind, unforeseeable interruptions of operations, of traffic or in dispatching shipments, war, terrorist acts, damage caused by fire, floods, unforeseeable shortages of labor, of energy, of raw materials or supplies, strikes, lockouts, orders by the authorities or other impediments for which the party obliged to perform is not responsible and which reduce, delay, prevent or render unacceptable the procurement from our suppliers, the manufacture, dispatch, taking delivery or consumption release the contracting parties for the duration and on the scale of the interruption from their obligation to deliver or take delivery.
If the period for delivery and/or taking delivery is exceeded by more than eight weeks as a result of the interruption, both parties will be entitled to rescind the contract.
In the event of total or partial loss of the seller's sources of supply, the seller will not be obliged to purchase goods from other sources to replace those to which the contract relates. In this case the seller is entitled to allocate the available quantities of goods taking into account its own requirements.
Terms of Payment
The invoice is issued after dispatch of the goods. Unless otherwise separately stipulated in individual contracts, buyers within Germany must make payment within 10 days after date of invoice without any deduction, and export buyers must pay in advance upon placing the order. Payment has to be done exclusively to Demeditec. Buyers have to pay their respective banking charges.
If the buyer exceeds the term for payment, it will default without any reminder being required. We charge for damages caused by default equivalent to the costs for bank loans at the time of the delivery, but at least amounting to 5 percentage points above the then applicable basic interest rate of the “Deutsche Bundesbank”. Assertion of claims for more extensive damage caused by default remains reserved.
Obligations of the Buyer
The buyer ensures to inform Demeditec immediately about any product incidents and findings on health risks for users, patients or other persons in written form. This includes especially such product incidents and findings which the buyer receives from customers and end-users in any kind of complaints.
Moreover the buyer guarantees in the event of a product incident or recall by Demeditec according REGULATION (EU) 2017/746 to communicate all relevant information to affected customers and end-users in written form, in order to contribute actively to the clarification of this situation.
Additionally the buyer takes care of reasonable records of delivered products to ensure the clear traceability of the products up to the end-users.
Warranty and Notification of defects
All legally effective regulations and laws are applicable.
Exclusions and Limitations of Liability
All legally effective regulations and laws are applicable.
Returns
Purchased goods which are free of defects may not be returned or exchanged in the absence of any special stipulation. The buyer´s rights under our warranty are not limited thereby.
Handling Permit
Following paragraph 12, clause 1, no. 3 of the German law for radiation protection (Strahlenschutzgesetz) issued on 27th of June 2017 the handling of radioactive substances requires a permit. For this reason we may deliver such substances only to persons in possession of a valid handling permit. We require a copy of your permit with the first order. The buyer is obliged to inform us of any changes (e.g. to activities, time limit, address).
Reservation of Proprietary Rights
We retain title to the goods delivered by us until all our claims have been paid in full. The buyer is obliged to treat the reserved goods carefully and may neither pledge nor assign these by way of security. The buyer is entitled to resell these only in the ordinary course of business.
In case the buyer should resell the reserved goods, it herewith already assigns to us the claims arising from the resale of the reserved goods (including all ancillary rights and securities) in the amount of the final invoice amount (including turnover tax) agreed on with us in order to secure the performance of all the obligations arising from the business relationship. We herewith accept this assignment.
We are entitled to take back the purchased item if we have validly rescinded the contract.
Goods loaned to Buyer
Any tools which we have loaned to the buyer or permitted the buyer to use otherwise must be treated carefully. The buyer is liable for any damage and losses.
Place of performance
The place of performance for deliveries and payments is Kiel, Germany.
Jurisdiction, application of German law
For both parties the courts of Kiel have jurisdiction over all legal disputes arising from this business relationship including proceedings based on bills of exchange and documentary evidence. If the buyer is a merchant, a public law entity or a public law special fund or the buyer has its residence or principal place of business outside the Federal Republic of Germany or, after the conclusion of the contract, has relocated its residence or habitual abode to a place outside the Federal Republic of Germany or its residence or habitual abode is not known at the time when the action is brought. However, we are entitled to bring an action against the buyer at any other legal place of jurisdiction as well. In case of linguistic obscurities related to the translation of the GTC the German version (AGB) is binding.
Miscellaneous
Should one or more provisions of this contract be or become invalid or contain a gap, the other provisions will not be affected thereby. The invalid provision must be replaced by a legally admissible provision that is economically closest to the intended provision. The same applies to any gap in the provisions of the contract. Amendments and supplements, particularly to this clause, must be made in writing.
(Version: 3rd of June 2022; DAS220603)