General Terms and Conditions of Sales

1. Scope
1.1 The General Terms and Conditions of Sale of Deltamedica GmbH ("Contractor") apply exclusively to entrepreneurs in the sense of Section 310 (1) BGB. The contractor does not recognize conflicting or deviating terms and conditions of the contractual partner ("orderer") unless he has expressly agreed to them. Orders and all related declarations are only binding in writing. This also applies to the waiver of this written form requirement.
1.2 The terms of sale shall also apply if the contractor unconditionally carries out the delivery to the customer while being aware of the customer's conflicting or differing conditions.
1.3. They also apply to future business relationships, even if they are not expressly agreed again.

2. Offer and conclusion of contract
2.1 If a written order as an offer i.S.v. §§ 145 ff. BGB, the contractor can accept them within two weeks.
2.2 If after the conclusion of the contract there is a significant deterioration in the assets and / or liquidity of the purchaser, or if such circumstances already become known after the conclusion of the contract, the contractor can withdraw from the contract if the purchaser fails to do so step by step despite being requested to do so Security deposit or prepayment is ready.

3. Confidentiality
The customer undertakes to maintain confidentiality about all business, operational and technical matters of the contractor that have become known or become known to him in connection with the delivery, even beyond the end of the contractual relationship, as long as and insofar as this information has not become generally known in any other way are or the contractor has waived confidentiality in writing.

4. Prices
4.1 The prices of the last price list of the contractor are subject to change and apply ex works net (EXW). Value added tax will be invoiced to the customer separately in the legally stipulated amount.
4.2 The prices of the contractor are understood for a net order value of less than € 300 with a processing surcharge of € 25.
4.3 For orders placed before 12 noon, a delivery time of at least 48 hours is estimated. If the customer desires a separate shipping method, he bears the resulting additional costs such as before 12 noon or on Saturday.

5. Shipping 
5.1 We reserve the right to choose the shipping route, unless otherwise agreed in the contract.
5.2 Special requests regarding the shipping method are taken into account where possible, against reimbursement of the additional costs.
5.3 The goods are dispatched on new Euro pallets or roll containers (hereinafter referred to as loading devices), which are the property of Deltamedica GmbH. If goods on loading equipment are handed over to the customer, the handing over of the loading equipment is noted and acknowledged on the delivery note.
5.4 When receiving goods that are delivered on loading equipment, the customer undertakes to hand over the same number of comparable unloaded, as good as new loading equipment to Deltamedica or a forwarding agent working on their behalf. Alternatively, Deltamedica will invoice the customer for the value of the loading equipment.

6. Delivery and transfer of risk
6.1 Delivery dates apply after express written confirmation. They are considered fulfilled if the goods have been reported as ready for dispatch by the agreed date.
6.2 Delivery is ex works (EXW).
6.3 Any dispatch of the goods takes place at the risk and expense of the customer, even if the contractor exceptionally bears the shipping costs.
6.4 If the goods cannot be dispatched for reasons for which the customer is responsible, the contractor is entitled to store the goods at the risk and expense of the customer. In such cases, the date of storage is the delivery date; the warehouse receipt replaces the shipping documents.

7. Returns conditions (outside of warranty)
7.1 The return of the goods requires the express written consent of the contractor. The value to be reimbursed when taking back the goods depends on the age, quality and resale ability of the goods.
7.2 Products that are specifically ordered in a special presentation or that do not fall into the standard delivery program of the contractor are fundamentally excluded from return.
7.3 The customer bears the risks and costs for the transport of the returned goods.
7.4 Further regulations regarding returns can be found in the return policy of the contractor that is applicable at the time.

8. Terms of payment
8.1 The purchase price is due for payment in euros (€) within 30 days of the invoice date.
8.2 A cash discount is only permitted in accordance with the relevant information on the invoice. The day on which the contractor receives the money or the day of the credit on one of his bank accounts is deemed to be payment for the cash discount deduction.
8.3 Withholding payments due to or offsetting against counterclaims by the purchaser are only permitted if these counterclaims are undisputed or have been legally established.

9. Retention of title
9.1 The goods remain the property of the contractor until all claims against the customer are met.
9.2 The customer will take all measures to register the retention of title, insofar as this is necessary according to the regulations of foreign legal systems.
9.3 The buyer is obliged, as long as ownership has not yet passed to him, to treat the purchased item with care and to adequately insure it at his own expense against fire, water and theft damage at replacement value. The customer bears the costs of any necessary investments such as maintenance and inspection work.
9.4 If the goods delivered by the contractor are resold as intended before the full payment of the purchase price has been made, or if they are handed over to third parties for another legal reason, the customer hereby assigns to the contractor all claims from the resale of the reserved goods against his customers with all ancillary rights. In the event of processing, combining or mixing as intended, the assignment is made in the amount of the invoice value of the goods used by the contractor.
9.5 If the value of the collateral existing for the contractor exceeds the secured claim by a total of more than 10%, the contractor undertakes to release collateral of his choice upon request of the customer.
9.6 At the request of the contractor, the customer must, as soon as he is in default, notify the debtor of the assignment and provide the contractor with the information necessary to collect the claim and hand over the necessary documents. Unless otherwise specified by the contractor, the purchaser is entitled and obliged to collect the countervalue for the resold goods, which becomes the contractor's further property, and to keep them separate from the other means of payment for the contractor.
9.7 In the event of doubt, the retention of title continues until the customer proves in each individual case that the goods have been paid in full. In the event that the goods under reservation of title of the contractor z. B. is claimed by seizure of third parties or third parties assert claims for the claim assigned to the contractor, the customer is obliged to inform the contractor immediately and to inform the third party about the retention of title or the assignment.

10. Warranty and liability
10.1 Obvious defects in the purchased item must be reported in writing within 7 days of receipt of the goods, hidden defects must be claimed 7 days after their discovery. Obvious damage to the goods, which can already be seen on receipt, must be reported immediately to the freight forwarder or carrier.
10.2 If there is a defect in the object of purchase, the contractor may at first choose to repair or deliver. If the subsequent performance fails, the customer is entitled to request withdrawal or a reduction.
10.3 Warranty claims for defects in the goods expire 12 months after delivery of the goods to the customer (EXW).
10.4 The liability of the contractor, his legal representatives or vicarious agents is limited to intent and gross negligence, unless there is a breach of essential contractual obligations. This does not apply to claims for damages by the customer in the event of injury to life, limb and health, as well as for mandatory claims under the Product Liability and Medicinal Products Act. For the rest, liability for financial loss is limited to the foreseeable damage typical for the contract.

11. Final provisions
11.1 The deliveries and services (performance of the contract) are subject to the condition that there are no obstacles to fulfillment due to national or international regulations, in particular export control regulations as well as embargoes or other sanctions. The contractual partner undertakes to provide all information and documents that are required for export / transfer / import. In this respect, delays due to export inspections or approval procedures invalidate deadlines and delivery times. If necessary approvals are not granted, the contract for the affected parts is not valid.
11.2 The contractual relationship is subject to the law of the Federal Republic of Germany, including the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.3 Customary clauses are to be interpreted according to the Incoterms in the version valid at the time the contract is concluded.
11.4 For all disputes arising from or in connection with this contract, the parties agree as the exclusive place of jurisdiction for the district or district court responsible for Reutlingen. However, the contractor is entitled to sue the customer at the place of jurisdiction of his place of business according to the law applicable there.

Valid from 10th of October 2024