AGB
PARAMED GmbH
Business and delivery conditions for dealers and all business partners.
STAND SEPTEMBER 2021
§ 1
Scope / Other regulations
(1) The deliveries, services and offers of PARAMED GmbH (in the
of PARAMED GmbH (hereinafter referred to as "we") shall be based exclusively on the following
basis of the following terms and conditions. These terms and conditions shall also apply to all
between the parties, even if this is not expressly agreed again.
(2) The validity of deviating provisions or provisions
provisions which go beyond these provisions shall be excluded. This applies
general terms and conditions of the customer, even if we accept an order of the
accept an order from the customer in which the customer refers to his general terms and conditions of business and/or
and/or to which the customer's general terms and conditions are attached and we do not object to this.
and we do not object thereto.
(3) § 312i para. 1 sentence 1 no. 1, 2
and 3 and Section 312i (1) sentence 2 of the German Civil Code (BGB), which provide
of the trader in the case of contracts concluded in electronic commerce are waived.
waived.
(4) We sell exclusively to
persons who, at the time of conclusion of the contract, are acting in the exercise of their commercial or
independent professional activity as well as to legal entities under public law or special
public law or special funds under public law.
§ 2
Conclusion of contract / procurement risk
(1) Our quotations are
subject to confirmation. The contract is only concluded when the customer places an order and we
order and we confirm this order in writing or begin with its execution.
execution.
(2) The customer is - if not otherwise specified in his
order, the customer shall be bound by his offer to purchase for a fortnight.
(3) With the conclusion of the contract we do not
we do not assume any procurement risk.
§ 3
Delivery
(1) Unless agreed otherwise
delivery shall be EXW warehouse Düsseldorf according to Incoterms 2010.
(2) Partial deliveries are permissible.
Partial deliveries may be invoiced by us individually.
§ 4 Prices
and terms of payment
(1) If the order value is less than €
50,- net we charge a handling fee of € 12,-. If the customer
customer wishes direct dispatch to his customers, we will charge a flat
processing fee of € 5,- per shipping address.
(2) If, as a gesture of goodwill, we agree to a
we may charge a handling fee for the inspection and restocking of the goods.
and restocking of the goods, we may charge a processing fee of 15 % of the
value of the goods, at least € 20,-. For sterile items and diagnostics, any return is excluded.
For sterile items and diagnostics any return is excluded.
(3) All prices are net prices plus the applicable
net prices plus the applicable statutory value added tax.
(4) Unless otherwise agreed upon
payments are to be made by bank transfer 14 days after delivery and invoice
without deduction.
(5) In the case of an agreed
SEPA Direct Debit Scheme, in order to facilitate payment transactions, the
14-day period for information prior to the collection of a due payment may be reduced to a
payment may be shortened to a maximum of one day prior to debiting. If the
If the buyer is responsible for chargebacks, the buyer shall reimburse us for the costs
(6) Insofar as the body responsible for the purchaser /
practice for the assumption of payment of the
office supplies -for whatever
reasons whatsoever - does not accept payment for the goods delivered by us,
the buyer / practice undertakes to pay for the goods supplied by us himself within the
goods supplied by us within the 14-day payment period. With the current
we only invoice articles that are part of the office supplies with the responsible
with the responsible payment authorities for practices in North Rhine-Westphalia and Baden-Wuerttemberg.
practices in North Rhine-Westphalia and Baden-Württemberg. Practices in other than these two federal states must
must pay for the consultation supplies ordered from us and delivered by us.
and delivered by us.
§ 5
Default in payment / set-off and retention
(1) In the event of default of payment as well as
doubts about the customer's ability to pay, we shall - without prejudice to our other
our other rights - we are entitled to demand advance payment for deliveries not yet
revoke payment periods granted and to demand immediate payment of all claims arising from the business
all claims arising from the business relationship immediately. Our
obligation to deliver shall be suspended as long as the customer is in default with a due payment.
The customer in default shall be obliged to pay us all reasonable dunning, collection and other
reminder, collection and information costs.
(2) The customer may offset claims other than his contractual
claims other than his contractual counterclaims arising from the respective legal
legal transaction concerned or assert a right of retention only if this claim has been
claim is undisputed by us or has been finally determined by a court of law.
§ 6
Failure to deliver / fixed date transaction / consequences of delay
(1) Operational disruptions, insofar as they could not be
unforeseeable, as well as strikes, lock-outs, official decrees and other cases of
and other cases of force majeure shall release us from the obligation to deliver for the duration of the
from the obligation to deliver for the duration of the disruption and to the extent of its effect. If the delivery is
delivery by more than 2 weeks, each of the parties shall be entitled, to the exclusion of all other
parties shall be entitled to withdraw from the contract with regard to the quantity affected by the disruption.
(2) Complaints due to transport damages
The customer must assert complaints about transport damage immediately after receipt of the goods. The customer must submit a
The customer must have a damage report drawn up in accordance with the carrier's specifications.
(3) If the delivery date has not been
expressly agreed in writing as "fixed", a delivery shall be made in accordance with the
delivery is made in accordance with the contract if it arrives at the customer's premises within 4-6 weeks after the
delivery date.
(4) The customer can only withdraw from the contract
from the contract within the framework of the statutory provisions only insofar as a
delay in delivery for which we are responsible. This
regulation is not connected with a change in the burden of proof to the disadvantage of the customer.
At our request, the customer shall be obliged to declare within two weeks
whether he will withdraw from the contract due to a delay in delivery or insists on delivery
or insists on the delivery and/or demands compensation.
§ 7
Notices of defects / claims for defects
(1) The customer shall without delay
check whether the delivered goods correspond to the contractually agreed quantity and
agreed quantity and quality. Recognisable defects are to be reported immediately, non-recognisable
immediately after discovery, stating the order data and invoice number.
and invoice number. The customer may not refuse to accept the
of the delivery items due to insignificant defects. We expressly reserve the
expressly reserve the right to deliver goods of equivalent quality instead of those ordered.
(2) We guarantee that the delivery items are
the delivery items have the agreed quality at the time of transfer of risk.
agreed upon. The quality of the goods results from the offer and the product description referred to in the offer.
product description referred to in the offer.
(3) Defects in the delivery items may be remedied by us at our discretion.
we may, at our discretion, remedy the defect by supplying a new delivery item
(4) If the replacement delivery or
defect fails, is impossible, is refused by us or is unreasonable for the customer,
is unreasonable for the customer or is not carried out by us within a reasonable period of time
within a reasonable period set by the customer, the customer may withdraw from the contract or
withdraw from the contract or demand a reduction. The customer may also withdraw from the contract immediately
contract immediately if there are special circumstances which justify this after weighing the
interests of both parties.
(5) Claims of the customer for defects
shall become statute-barred 4 weeks after delivery of the delivery items to the customer.
This does not apply to fraudulently concealed defects. In this case there are
claims for defects.
§ 8
Limitation of liability
(1) We shall be liable for damages insofar as
these; a) were caused intentionally or through gross negligence by us, or;
b) were caused by us through slight negligence and are due to essential
breaches of duty which jeopardise the achievement of the purpose of the contract, or
purpose of the contract, or to the breach of obligations the fulfilment of which is
the proper performance of the contract and on the observance of which the customer may
compliance with which the customer may rely.
In all other respects, our liability is excluded, irrespective of its legal basis,
unless our liability is mandatory by law, in particular for injury to life, limb or health of a person.
of life, body or health of a person, assumption of a guarantee,
fraudulent concealment of a defect or under the Product Liability Act.
Guarantees by us shall only be made in writing and shall be designated as such.
(2) In the event of paragraph (1) b) as well as
in the event of gross negligence on the part of simple vicarious agents of us
(i.e. not organs or executive employees) we shall only be liable to a limited extent to the
typically foreseeable damage for a contract of this type.
(3) In the cases of paragraph (2), the liability for
liability for indirect damage, consequential damage and loss of profit is excluded.
excluded. The parties assume for the cases of paragraph (2) that
typically foreseeable damage" for all cases of damage occurring within the scope of an order.
the agreed net remuneration for the order in question.
affected order.
(4) The limitations of liability under
(1) to (3) shall also apply in the case of claims against employees and
agents of us.
§ 9
Retention of title
(1) We retain title to the delivered goods ("reserved goods").
the delivery items ("goods subject to retention of title") until all claims against the
claims against the customer arising from the business relationship. The
only constitute a withdrawal from the contract if we have expressly declared this in writing.
have expressly declared this in writing.
(2) All claims arising from the resale of goods subject to
resale of goods subject to retention of title, including bills of exchange and cheques,
and cheques, are hereby assigned to us by the customer as security for our
payment claims from deliveries to us. We accept the assignment. In the event of the sale of
goods in which we have co-ownership, the assignment shall be limited to the share of the
In the event of the sale of delivery items in which we have co-ownership, the assignment shall be limited to the share of the claim corresponding to our co-ownership share.
(3) As long as the customer is willing and able to fulfil his
and in a position to properly fulfil his obligations towards us,
he may dispose of the delivery items owned or co-owned by us in the ordinary course of business and
in the ordinary course of business and collect the claims assigned to us himself.
ourselves. Transfer of ownership by way of security, pledging and
assignment of claims, including by way of sale of claims, may only be made by the customer with our
with our prior written consent.
(4) If the value of the reserved goods exceeds the claim to be
value of the reserved goods exceeds the claim to be secured by more than 20 %, we shall release the
the value of the reserved goods exceeds the claim to be secured by more than 20%, we shall release the
§ 10
Applicable law / place of performance / jurisdiction
(1) The legal relationship between the customer and us
relationship between the customer and us shall be governed exclusively by German law (with the
(to the exclusion of possible references to other legal systems as well as the
UN Sales Convention).
(2) Place of performance for the mutual obligations is Neuss.
obligations is Neuss.
(3) Insofar as the customer is a merchant in the sense of the
of the German Commercial Code (Handelsgesetzbuch), a legal entity under public law or a special
public law special assets, the exclusive place of jurisdiction for all disputes between the
for all disputes between the parties arising from or on the occasion of the
business relationship shall be the courts having jurisdiction for Neuss. The same
shall apply if the customer does not have a general place of jurisdiction in Germany, has changed his
his domicile or habitual place of residence from within the country or his
place of residence or habitual abode is not known at the time the action is brought.
place of residence or habitual abode is not known at the time the action is brought. The statutory place of jurisdiction for
legal venue for dunning proceedings as well as other legal venues,
which cannot be deviated from by agreement of the parties. We are
also entitled to sue the customer at his general place of jurisdiction.
.