1. General – Scope
1.1 The following General Terms and Conditions of Sale form the basis for all business relations between UNIGLOVES Arzt- und Klinikbedarf Handelsgesellschaft mbH and our customers. They shall also apply to all future business relations without our having to refer to them in each individual case.
1.2 The general terms and conditions of our customers only become part of the contract insofar as we expressly make them the basis of the respective contract in writing in individual cases.
1.3 Our General Terms and Conditions only apply to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310 (1) German Civil Code (BGB).
2. Offer and contract conclusion
2.1 With regard to price, quantity, delivery time, delivery possibility and other commitments, all our offers are subject to change and are non-binding unless otherwise expressly agreed in writing.
2.2 A contract does not come into existence with the customer’s order, but only with our written order confirmation or through our delivery of the goods. Amendments and supplements, and, in particular, agreements made verbally or by telephone, require our written confirmation to be effective.
2.3 The documents enclosed with our offer, such as illustrations, drawings or similar, weight and dimension specifications, as well as quality and property descriptions of the product offered are only approximate and determined to the best of our ability and are not deemed to be guaranteed unless they are expressly designated as binding in our order confirmation. It is assured that all products are manufactured according to GMP guidelines, however.
3. Price, packaging, freight costs and payment terms
3.1 Unless expressly agreed otherwise, our prices are current prices, plus transport and packaging costs, which shall be additionally invoiced to the customer in the form of a flat-rate freight charge. Unless otherwise expressly agreed the goods are delivered to the customer at this flat rate. Any taxes, customs duties or other charges incurred are to be borne by the customer.
3.2 The prices quoted are net prices. Statutory value-added tax is billed for separately and in the amount stipulated by law in each case.
3.3 The customer expressly agrees that the invoice will be sent electronically.
3.4 In the case of express and urgent shipments that are initiated at the behest of the customer, the difference to the price of a normal freight shipment is to borne by the customer.
3.5 In deviation from Sec. 3.1, the customer will be billed for the shipping costs incurred if the order value is less than €500.00. If the order value is less than €100 net, we charge an additional fee of €5.
3.6 Unless otherwise agreed, all invoices are to be paid net 30 days of the invoice date without cash discount by transfer to one of the bank accounts stated on our invoice. The customer enters into default upon expiry of this payment deadline. The statutory rate of default interest is applied to the purchase price during the period of default.
3.7 Deliveries abroad are made against prepayment only, unless separate agreements exist stating otherwise.
3.8 Insofar as the customer enters into default with the fulfilment of an obligation, all of our possible additional claims against the customer become due immediately, despite any agreements to the contrary. The same applies if the customer stops their payments, is over-indebted, insolvency proceedings are opened against their assets or the opening of such proceedings is rejected due to a lack of assets or circumstances become known that justify reasonable doubts about the buyer’s creditworthiness.
3.9 If the customer is in payment default, we are entitled to make further deliveries or services dependent on prepayments or securities or to assert statutory claims.
3.10 In the case of claims based on several deliveries or services, the offsetting of cash receipts against one or the other debt is left to us.
3.11 The customer is only entitled to offsetting rights if their counterclaims have been legally established, are undisputed or we have recognised them; furthermore, the customer is only entitled to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.
3.12 We are entitled to assign our trade receivables for financing purposes.
3.13 For deliveries and services to customers abroad, it is expressly agreed that all the costs of legal action we undertake in the event that customer defaults on payment, both judicial and extrajudicial, are to be borne by the customer.
3.14 We are entitled to make partial deliveries and also to bill for these partial deliveries.
4. Delivery, risk transfer
4.1 Binding delivery dates or delivery deadlines require the written form to be effective. Delivery deadlines we specify apply subject to correct and timely delivery to us, unless we have expressly agreed otherwise in writing.
4.2 We are not responsible for delivery and performance delays caused by to force majeure and events which make delivery considerably more difficult or impossible for us, not only temporarily, including, in particular, wars, extreme weather situations, political unrest, customs inspections, strikes, lockouts, official orders or similar, even in the case of bindingly agreed delivery deadlines and dates. Such delivery and performance delays entitle us to postpone the delivery or performance for the duration of the hindrance plus a reasonable lead time or to withdraw from the contract in whole or in part owing to the yet unfulfilled part. Regardless of these circumstances, we are obliged to notify the purchaser immediately in such cases.
4.3 If we are responsible for non-compliance with bindingly agreed deadlines and dates or if we are in default, our customer has the right to withdraw from the contract following the fruitless expiry of a reasonable period of grace. Claims for compensation for damage caused by delay (Sec. 286 GCC (BGB)) and claims for damages due to non-fulfilment are excluded, unless the non-fulfilment or non-observance of the delivery deadlines is due to intent or gross negligence on the part of our legal representatives or our vicarious agents. In the case of gross negligence, however, the purchaser is only entitled to claim compensation for typically occurring damage that was foreseeable at the time the contract was concluded. Furthermore, the liability limitation does not apply if a commercial transaction for delivery by a fixed date was agreed in writing. It also does not apply if our customer justifiably asserts that their interest in the continued execution of the contract has ceased.
4.4 The choice of shipping routes and means of transport is left to us under the exclusion of any liability except for gross negligence and intent.
4.5 If we are liable for damages, our liability even in the case of simple negligence is limited to the foreseeable, typically occurring damages.
4.6 The customer may only withdraw from the contract in accordance with the statutory provisions due to a delivery delay, if we are unable to prove that we were not at fault.
4.7 Unless otherwise agreed, the risk for the products to be delivered is transferred to the customer no later than when the goods are handed over to the forwarding agent or carrier. We are only liable for damage in transit caused by intent or gross negligence. Liability for simple and slight negligence is also excluded to the extent that it does not involve the breach of a material contractual obligation within the meaning of German Federal Court of Justice case law.
4.8 At the request of the purchaser, the shipment will be insured against breakage, transport, fire and water damage at their own expense.
5. Acceptance, notification of defects and liability for defects
5.1 Warranty rights of the purchaser presuppose that they have duly fulfilled their duties of inspection and complaint according to Sec. 5.1 German Commercial Code (HGB). The customer is obliged to inspect deliveries immediately for defects and to report said defects and damage in writing without delay. Particularly obvious freight damage is to be noted immediately on the delivery note and countersigned by the delivery driver. Our liability for the defect in question is excluded if the notice of defect is not given or not given in due time.
5.2 We guarantee the professional manufacture of products in accordance with the recognised rules of technology, GMP guidelines and any applicable and recognised DIN regulations. We do not assume any warranty for the fulfilment of product-specific requirements which cannot be readily derived from the customer’s individual contractual specifications or from general knowledge in accordance with the recognised rules of technology.
5.3 Insignificant deviations in quality, colour, size and weight do not constitute grounds for complaint.
5.4 Insofar as a defect exists, our customer is only entitled to demand subsequent performance by means of a replacement delivery. If subsequent performance fails, the customer is entitled to reduce the price or withdraw from the contract at their discretion.
5.5 We stand liable in accordance with the statutory provisions insofar as our customer can assert claims for damages which are based on intent or gross negligence on the part of our legal representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, our liability for damages is only limited to the typically occurring damages foreseeable at the time the contract is concluded.
5.6 Insofar as the item to be delivered is only determined by generic characteristics, we are only liable for compensation in the event of a defect if we cannot prove that we are not responsible for the defect.
5.7 If we culpably breach an essential contractual obligation, we are liable in accordance with the statutory provisions, but with the proviso that our liability for damages is limited to the typically occurring damages foreseeable at the time the contract is concluded.
5.8 Our liability culpable loss of life, limb or health remains unaffected; this also apply to mandatory liability under the Product Liability Act.
5.9 Insofar as the customer has a compensation claim for the damage instead of performance and instead demands a claim for compensation for the futile expenses they have incurred, this claim remains unaffected in accordance with Sec. 284 German Civil Code (BGB). Our liability is excluded in all other respects, unless otherwise provided for in one of the clauses above.
5.10 Insofar as the customer is entitled to a counterclaim that has been legally established, we have recognised or is undisputed, they are also be entitled to refuse performance in this respect. The customer is also entitled to this right to refuse performance insofar as it is based on the same contractual relationship.
5.11 Information about the possible uses and applications for our products, technical advice or other details are provided to the best of our knowledge, but are non-binding – also with regard to any third-party property rights – and do not exempt the purchaser from conducting their own examination of our products for their suitability for the intended purposes.
6. Limitation Period
The limitation period for claims for defects is 12 months calculated from the date of risk transfer. The limitation period does not apply to our liability for wilful intent and gross negligence or for damage based on culpable loss of life, limb or health.
7. Retention of title
7.1 The purchase item remains our property until our claims from the purchase contract have been settled. The retention of title shall also remain in force for all claims that we subsequently assert against the purchaser in connection with the item of purchase, e.g. due to repairs or replacement deliveries as well as other services. If the purchaser is a legal entity under public law, a special fund under public law or a merchant for whom the contract forms part of their commercial business operation, retention of title also applies to all other claims that we assert against the purchaser from the current business relationship, in the case of payment by cheque until it has been honoured. If the purchaser defaults on payment, they are obliged to surrender the reserved goods following the issue of a reminder.
7.2 If the purchaser resells the delivered goods before the purchase price has been repaid in full or transfers them to a third party for another legal reason, the purchaser hereby assigns to us the claims against their customers arising from the resale or transfer of the goods subject to retention of title with all ancillary rights, namely in the event of processing, combination and mixing to the amount of the invoice value of our goods used in the process. As soon as the purchaser is in default and at our request, they are to notify their debtor of the assignment and provide us with the necessary information and documents so that we can collect the claim. Unless we confirm otherwise, the purchaser is entitled and obliged to collect the countervalue of the resold goods, which becomes our property without any further declaration or action, and to keep it for us separately from the other means of payment.
7.3 The simple as well as the extended retention of title continues to exist in case of doubt until the purchaser of our goods proves that they have been paid for in full in each individual case. If third parties make claims on our goods, which are still subject to retention of title, e.g. by way of seizure, or if third parties make claims on the claims assigned to us by the purchaser, the purchaser is obliged to notify us of this immediately and to inform the third party about the retention of title.
7.4 If facts become known which give rise to serious doubts about the creditworthiness of the purchaser and if the purchaser refuses to fulfil the contract on a step-by-step basis by providing performance or security, we are entitled to withdraw from the contract.
The resale of our branded articles is only permitted in the original packaging. Their repackaging and refilling are not permitted under Sec. 24 Trademark Act.
9. Applicable law – jurisdiction – place of performance
9.1 The law of the Federal Republic of Germany applies; the validity of the UN Convention on Contracts for the International Sale of Goods is expressly excluded.
9.2 Our registered office in Troisdorf is also the place of jurisdiction. However, we are also entitled to sue the customer at the customer’s registered office or domicile.
9.3 Unless otherwise agreed in writing, our registered office in Troisdorf is also the place of performance.
10. Severability Clause
Should any provisions be invalid or unenforceable, it does not affect the remaining provisions, unless the omission of individual clauses would put a Contracting Party at such an unreasonable disadvantage that they could no longer be expected to adhere to the Contract.