WEECO Pharma GmbH
General terms and conditions (GTC)
§ 1 Scope
- These GTC apply exclusively to companies (Section 14 German Civil Code – BGB), legal entities under public law and special funds under public law within the meaning of Section 310 Para. 1 BGB. We shall only recognise any terms and conditions of the Customer that oppose or deviate from our own GTC if we explicitly agree to their validity in writing.
- These GTC shall also apply to all future transactions with the Customer if these concern legal transactions of a similar nature.
- Separate, individual agreements concluded with the Customer (including any collateral agreements, supplements and changes) shall take precedence over these GTC. The contents of these kinds of individual agreements require, subject to proof of the contrary, a written contract and/or our written confirmation to be effective.
§ 2 Offer and conclusion of contract
- If an order is to be considered as an offer in accordance with Section 145 BGB, we can accept it within two weeks.
§ 3 Provided documents
- We reserve the property rights and copyrights to all documents provided to the Customer in connection with the order placement – also in electronic form – such as calculations, drawings, etc. Third parties may not be given access to these documents unless we give the Customer our explicit written consent. If we do not accept the Customer’s offer within the period in Section 2, these documents must be returned to us immediately.
§ 4 Prices and payment
- Prices are ex works or storage location excluding packaging and in addition to the current rate of VAT. Packaging and transport costs shall be invoiced separately.
- The purchase price must be paid within 14 calendar days of receiving the goods. A 2% discount shall be granted for payment within 7 calendar days of receiving the goods.
- Default interest shall be charged to the amount of 9% above the respective base interest rate p.a. Rights to assert higher damages for default remain reserved.
- We reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries that take place 3 months or more after the contract has been concluded.
- Payment of the purchase price must be made exclusively to the specified account
§ 5 Rights of retention
The Customer is only allowed to exercise a right of retention if its counterclaim is based on the same contractual relationship.
§ 6 Delivery time
- The beginning of the delivery time given by us requires the punctual and proper fulfilment of the Customer’s duties. We reserve the right to raise objection to non-fulfilment of the contract. Delivery to certified and qualified customers shall be made within 2 working days.
- If the Customer is in default of acceptance or it culpably violates other duties to cooperate, we shall be entitled to demand compensation for any damage incurred by us in this respect, including any additional expenses. We reserve the right to make further claims. If the above conditions are fulfilled, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the Customer at the moment in which the Customer is in default of acceptance or payment.
- In the event of a delay in delivery not caused by us intentionally or due to gross negligence, we shall be liable for each complete week of default within the framework of a flat-rate compensation for default in the amount of 3% of the delivery value, but no more than 15% of the delivery value.
- Further legal claims and rights of the Customer because of a delayed delivery remain unaffected.
§ 7 Transfer of risk upon dispatch
- If the goods are dispatched to the Customer at its own request, the risk of accidental loss or accidental deterioration of the goods shall pass to the Customer upon dispatch to the Customer, no later than upon leaving the works/warehouse. This shall apply regardless of whether the goods are dispatched from the place of performance or who pays the freight costs. The Customer must inform the receiving warehouse.
§ 8 Retention of title
- We reserve title to the delivered item until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries even if we do not always explicitly refer to this fact. We are entitled to take back the purchased item if the Customer acts in violation of the contract.
- The Customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to it. It is notably obliged to adequately insure any items at its own expense against theft, fire and water damage at the original value (note: only valid for the sale of high-value goods). If testing and inspection work has to be carried out, the Customer must do so in good time at its own expense. Provided that ownership has not yet been transferred, the Customer must inform us immediately in writing if the delivered item is seized or otherwise subject to the intervention of a third party. If the third party is not able to reimburse us for the judicial and extrajudicial costs of legal action in accordance with Section 771 German Code of Civil Procedure (ZPO), the Customer shall be liable for any loss incurred by us.
- The Customer is entitled to resell the reserved goods in the normal course of business. The Customer shall already assign to us any claims against the Buyer from the resale of the reserved goods to the final invoice amount agreed with us (including VAT). This assignment shall apply regardless of whether the purchased item has been resold without or after processing. The Customer shall remain authorised to collect the claim even after the assignment. Our power to collect the claim ourselves remains unaffected. However, we shall not collect the claim provided that the Customer complies with its payment obligations from the proceeds received, is not in default of payment and, notably, no petition to open insolvency proceedings has been filed or payments have been suspended.
- The treatment and processing or remodelling of the purchased item by the Customer is always carried out in our name and on our behalf. In this case, the expectant right of the Customer to the purchased item shall continue in the remodelled item. If the purchased item is processed with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed item at the time of processing. The same shall apply in the event of mixing. If mixing is carried out in a way that regards the Customer’s item as the main item, it shall be deemed to be agreed that the Customer transfers a proportion of the co-ownership to us and keeps the sole ownership or co-ownership created for us. To secure our claims against the Customer, the Customer shall also assign to us any claims that arise for the Customer against a third party through combining the reserved goods with a property; we hereby already accept this assignment.
- We shall undertake to release the securities to which we are entitled at the request of the Customer if their value exceeds the claims to be secured by more than 20%.
§ 9 Guarantee and notice defects as well as recourse/manufacturer’s recourse
- The Customer’s guarantee rights assume that the Customer has properly fulfilled its duties to inspect and give notice of defects in accordance with Section 377 German Commercial Code (HGB).
- Claims for defects shall become time-barred 12 months after we deliver the goods to our Customer. The statutory period of limitation shall apply to claims for damages in cases of intent and gross negligence as well as in cases of injury to life, body and health that are based on an intentional or negligent breach of duty by the user.
- If the delivered goods have a defect that was already present at the time of the transfer of risk despite all due care, we shall, subject to due and proper notice of defects, either repair the goods or deliver replacement goods at our discretion. We must always be given the opportunity for supplementary performance within a reasonable period. Recourse claims shall remain unaffected by the above provision without limitation.
- If the supplementary performance fails, the Customer may – regardless of any possible claims for damages – withdraw from the contract or reduce payment.
- There shall be no claims based on defects in the event of only negligible deviations from the agreed quality, in the event of only negligible impairment of the usability, in the event of natural wear and tear, such as damage arising after the transfer of risk as a result of incorrect or negligent handlin, excessive strain, unsuitable equipment or due to particular external influences not anticipated under the contract. If the Customer or third parties make incorrect mixtures or changes, no claims for defects can be made for these and the resulting consequences.
- Claims made by the Customer for necessary expenses incurred for the purpose of supplementary performance, notably transport, travel, labour and material costs, are excluded if the expenses increase because the goods delivered by us have subsequently been taken to a place other than the Customer’s place of business, unless this transfer corresponds to their intended use.
- Recourse claims made by the Customer against us shall only exist if the Customer has not made any agreements with its Buyer that go beyond the mandatory statutory claims for defects. Furthermore, Paragraph 6 shall apply accordingly regarding the extent of the Customer’s recourse claims against the Supplier.
§ 10 Miscellaneous
- These GTC and the legal relationship between us and the Customer are subject to the laws of the Federal Republic of Germany under exclusion of international uniform law, notably the UN Convention on Contracts for the International Sale of Goods (CISG).
- The place of performance and exclusive – also international – place of jurisdiction for all disputes arising from the contractual relationship is our registered office in Hildesheim unless otherwise stated in the order confirmation. In all cases, however, we shall also be entitled to file legal action at the place of performance of the delivery obligation in accordance with these GTC, an overriding individual agreement or at the general place of jurisdiction of the Customer. Overriding statutory provisions, in particular with regard to exclusive responsibilities, shall remain unaffected.
- Deviating agreements or subsidiary agreements made before or at the time of conclusion of the contract must be made in writing to be effective. If individual provisions of the contract – including these GTC – are invalid, this shall not affect the validity of the other provisions. The Parties shall immediately replace the invalid provisions with valid provisions that come as close as possible to the meaning of the invalid ones.
As of 07/14/2020