Claims for damages due to defects shall only be due to the Buyer if our liability is not in accordance with Para. 9 of these GtC is excluded or limited.

Claims for defects are time-barred subject to clause. 7.3 in 12 months from delivery of the goods.

AGB

  1. Scope: The following General Terms and Conditions (hereinafter GTC) apply to all sales of fertimed to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). They are exclusive. Contrary or deviating general terms and conditions of the buyer shall not be accepted by fertimed, unless fertimed has given their written consent in individual cases. These General Terms and Conditions also apply to all future transactions between the buyer and fertimed in the case of ongoing business relationships.
  2. Offers, Prices
    1. Fertimed’s offers are subject to change unless they are expressly designated or agreed upon in writing as binding.
    2. Subject to a different agreement, the agreed prices are net prices plus transport/shipping and other logistics costs as well as additional sales tax at the amount applicable at the time of invoicing.
  3. Delivery dates, delay in delivery
    1. Delivery dates are non-binding unless they are expressly designated as binding or agreed upon in writing.
    2. In the event of non-delivery or self-delivery in due time, fertimed shall not be in default with regard to the buyer, unless fertimed is responsible for the non-delivery or in due time. If it is established that a self-supply with the ordered goods does not take place for reasons for which fertimed is not responsible, fertimed is entitled to withdraw from the contract.
    3. In addition to delivery, the buyer may demand compensation for the damage caused by delay if fertimed intent or gross negligence is the responsibility. In the event of slight negligence, liability is subject to clause. 9.3 limited to damages that are foreseeable at the time of conclusion of the contract, but not more than 10% of the agreed purchase price for the part of the goods with whose delivery fertimed is in default.
  4. Shipping, transfer of risk Deliveries shall be made subject to an agreement to the contrary at the expense and risk of the buyer. In the absence of a different agreement, the risk shall pass to the buyer as soon as fertimed hands over the goods to the forwarding agent, carrier or the person otherwise designated to carry out the shipment. If the shipment is delayed due to circumstances for which fertimed is not responsible or the buyer does not accept the goods in time, even though they have been offered to him, the risk passes to the buyer upon receipt of the provision notice.
  5. Payment, right of retention /offsetting
    1. Unless otherwise agreed, invoices of fertimed are due 7 days after delivery and invoice date.
    2. In relation to fertimed’s claims, the buyer can only assert a right of retention if it is based on undisputed claims from the same contractual relationship that are valid, ready for decision or legally established. Set-off is excluded insofar as the counterclaim is not legally established, ready for decision or undisputed.
  6. Ownership
    1. All deliveries by fertimed are subject to retention of title. The delivered goods remain the property of fertimed until the purchase price has been paid in full. In addition, fertimed retains ownership of the delivered goods until all claims arising from the business relationship with the buyer as well as all claims arising from the business relationship with the buyer have been fulfilled in full at the time of conclusion of the contract . further claims arising from the Seller’s claims against the Buyer prior to the full fulfilment of the current claims arising from the business relationship (“Total Claim”).
    2. The buyer is revocably permitted to resell the goods delivered by fertimed in accordance with the following regulations in the context of proper business transactions:
      1. In the event of the resale of the reserved goods, the buyer assigns to fertimed the claims arising from the resale in the amount of the net invoice amount. Fertimed hereby accepts the assignments. If the resold reserved goods are co-owned by the seller, the assignment of the receivables is limited to the amount corresponding to the share value of the seller’s co-ownership. If the assigned receivable is included in a current invoice, the customer already assigns from the current account balance to the seller accepting it, corresponding to the amount of those claims.
      2. If the buyer is not able to assign fertimed in accordance with the preceding regulations, in particular as a result of priority assignments to third parties, the resale shall not take place within the framework of proper business transactions within the meaning of this provision.
      3. The buyer is entitled to collect the assigned claims until revocation. The power of fertimed to collect the claims itself remains unaffected by this. However, Fertimed undertakes not to notify the third-party debt ordeal of the assignment of the debt and not to collect the claims as long as the buyer fulfils his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application has been filed for the opening of insolvency proceedings or payment has been stopped. Beforehand, fertimed may at any time demand that the buyer disclose the assigned claims and their debtors, provide all information necessary for collection and hand over the corresponding documents.
      4. The buyer must inform fertimed immediately of enforcement measures or other interventions by third parties in the goods subject to retention of title or in the assigned claims, without delay by handing over the documents necessary for a procedure. Insofar as the third party is not in a position to reimburse the seller for the legal and extrajudicial costs, the buyer is liable for the loss incurred fertimed.
      5. With the suspension of payment, the application for and the opening of judicial insolvency proceedings or out-of-court settlement proceedings, the right to resell and use the goods subject to retention of title and the authorisation to collect the assigned goods expires. Claims.
    3. fertimed is entitled to withdraw from the contract on the basis of which the reserved goods have been delivered in the case of contracts in respect of which the delivered goods are subject to retention of title, if the buyer has one of his obligations with respect to the goods subject to retention of title, i.e. injured even after warning by fertimed.
  7. Notice of defects, liability for defects
    1. Obvious defects must be reported in writing without delay, at the latest within 3 days of receipt of the goods. Hidden defects must be reported in writing immediately, at the latest within 8 days after discovery of the defect. If this notification is not made, the delivery shall be deemed to be flawless and approved.
    2. Claims for defects are time-barred subject to clause. 7.3 in 12 months from delivery of the goods.
    3. Claims for damages due to defects shall only be due to the Buyer if our liability is not in accordance with Para. 9 of these GtC is excluded or limited.
  8. Withdrawal
    The return of defect-free goods is not possible for legal reasons. Returned goods will be destroyed without remuneration after notification. On request, a declaration of destruction will be issued. fertimed is not obligated to store and return such goods.
  9. Liability, Limitation of Liability
    1. Fertimed is fully liable for intent and gross negligence.
    2. In the event of a slightly negligent breach of a principal obligation or ananctory obligation, the breach of which jeopardises the achievement of the purpose of the contract or whose fulfilment enables the proper execution of the contract in the first place and the compliance with the Buyer was entitled to trust (“substantial ancillary obligation”) the liability of fertimed is limited to foreseeable, typical contractual damages at the time of conclusion of the contract, but not more than EUR 1,000,000.00 in the event of property damage and EUR 100,000.00 in the case of financial losses. In the event of a slightly negligent breach of ancillary obligations that do not belong to the essential ancillary obligations, fertimed shall not be liable.
    3. Liability in the event of fraudulent concealment of defects or in the event of acceptance of a quality guarantee as well as liability for claims under the Product Liability Act / Pharmaceutical Act and for damages due to injury to life, body and health remains unaffected. A change in the burden of proof to the detriment of the buyer is not connected with this regulation.
  10. Minimum order value, express surcharges Fertimed delivers without minimum order value and without express surcharges.
  11. Placing the goods on the market outside Germany, liability of the buyer
    1. If the goods are to be placed on the market outside of Germany, the buyer is the person responsible for placing the goods on the market in the country of destination and assumes all related legal obligations. In particular, it undertakes to comply with the traffic regulations in force in the country of destination, including the provisions of pharmaceutical law. Fertimed assumes no obligations in this respect, but endeavours to assist the buyer in obtaining any official approvals, etc.
    2. If the buyer culpably violates his obligations in accordance with para. 11.1 he is obliged to compensate us for the damage resulting from this.
  12. Place of performance, place of jurisdiction, arbitration, applicable law
    1. The place of performance for all payment and delivery obligations is the registered office of fertimed, provided that the buyer is a merchant.
    2. If the buyer is a merchant or a legal entity under public law or is not domiciled in Germany, the ordinary court at the registered office of fertimed has exclusive jurisdiction. However, Fertimed is also entitled to sue at any other legal place of jurisdiction or, instead of an action before an ordinary court, arbitration in accordance with para. 12.3.
    3. In the event of arbitration, all disputes shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS) to the exclusion of ordinary legal remedies. The place of arbitral proceedings shall be at our registered office. The arbitral tribunal shall consist of three arbitrators, provided that the amount in dispute exceeds EUR 100,000.00, otherwise the arbitral tribunal shall consist of an arbitrator. The language of the arbitral proceedings is German.
    4. All contracts are governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).