1. General
By issuing an order, the customer accepts these general terms and conditions (GTC).
The current terms and conditions apply, also for all future business’, even if in individual cases it is not referred to them explicitly.
Conflicting or deviating terms and conditions of the customer are without any commitment, even if we have not objected them explicitly. We only accept deviating terms and conditions if we approve them in written form.
2. Data Protection
The customer agrees that his transmitted data will be stored and processed electronically as far as necessary for business operations. The storage and processing of data are in accordance with the regulations of the current legal Federal Data Protection Act (FDPA) and Regulation (EU) 2016/679 of the European Parliament and the Council on the protection of natural persons with regard to processing of personal data and on free movement of such data (General Data Protection Regulation; GDPR).
Your personal data will be kept in strict confidence. There is no sale or transfer of personal data to third parties, if this is not necessary for processing of contracts e.g. transfer of address data to transport companies.
The transmission of data to federal institutions and authorities takes place only in the context of legal or judicial obligations of disclosure.
Please note that according to the state of the art it cannot totally be excluded that unauthorized access by third parties occurs while transferring data.
3. Offers, Prices ans Delivery
All prices are subject to change without notice and, unless otherwise agreed in written form, ex works (EXW according to actual version of INCOTERMS) plus packaging and shipping as well as the applicable valid sales tax.
For orders without price agreement, our list prices valid on the day of delivery apply.
The validity for individual agreed offers is three months.
Invoices are issued exclusively in EURO (€).
If delivery times have been specified, these are only non-binding guide values.
Unless otherwise agreed in written form, the goods are shipped exclusively without cooling.
In the case of deliveries out of EU, shipment will only be carried out to the respective airport, unless otherwise agreed in written form.
We are entitled to partial deliveries.
4. Secrecy
The customer is obliged to keep individually agreed offers and price conditions as well as all not generally publicized commercial, technical and / or other company information secret.
5. Force Majeure, Impediments to Performance of the Contract
Any kind of events of force majeure, unforeseeable disruption of business, traffic or shipment as well as war, acts of terrorism, strike, fire damage, floods and also unforeseeable absence of manpower, energy or raw material, lockout, regulatory actions or other unexpected conditions, which delay or inhibit manufacturing, shipping or acceptance, exempt from obligation to delivery and acceptance for the duration and scope of the event.
6. Reservation of Title
Until complete fulfillment of trade account receivables, all delivered goods remain our property.
The customer is obliged to treat the reserved goods with care. The customer is not authorized to pledging and security transfer of the reserved goods. In case of selling the goods despite of existing claims, the customer already assigns the resulting claims to us as a precaution.
7. Defects and Warranty
The delivered goods must be inspected for defects, immediately. Visible defects must be reported to us in written form immediately, but at the latest 10 days after receipt. Otherwise the goods will be considered as approved. These terms apply also in case of delivery of other non-contractual goods.
In case of valid and timely complaints, we remedy the defect with a corrective action at our choice. We always have the opportunity to provide supplementary performance within a suitable time limit.
In case of damages and defects as a result of incorrect treatment of the delivered goods e.g. unsuitable storage, inappropriate use or wrong handling, there are no claims for warranty.
Other claims of the customer, especially of indemnity, are excluded where legally permissible.
Warranty rights of the customer presuppose that he has regularly fulfilled his obligations in accordance with §377 German Commercial Code.
8. Delivery Reservation, Right to Withdrawal and Disclaimer of Warranty
In case that after conclusion of the contract, circumstances become apparent which reduce the solvency of the customer, we are entitled to demand our claims immediately, to require prepayments or securities before delivery, to terminate the contract or to claim compensation because of nonperformance.
We are not liable for damages which are caused by inappropriate storage and/or not intended use of our products.
Our liability is only based on the agreements as above, also outside the warranty. All claims which are not adjudged there, including claims for damages based on fault-based liability, irrespective of the legal basis, are excluded as far as legally permissible.
9. Return Consignments
The return or exchange of the goods do not occur without special agreement. The legal claims for warranty are not limited by this.
10. Conditions of Payment
Depending on agreement, payments have to be done net 14 days after date of invoice or in advance, unless a separate individual arrangement was reached.
Payments shall be settled timely and without deduction to:
Gold Standard Diagnostics Kassel GmbH
IBAN: DE39 5205 0353 0000 0827 56
SWIFT/BIC: HELADEF1KAS
Vendor and customer incur their respective bank charges.
The customer is not entitled to withhold or to offset payments except for undisputed or legal binding counterclaims.
If the payment term is exceeded, the customer is in default without the need for a reminder. In that case, we are entitled to charge lending rates at least 5 % above the base rate of the German Central Bank. The enforcement of further damages caused by delay remains reserved. Our claims become due immediately if payment terms are not met.
Credit notes on our part automatically expire after six months, if the customer has not redeemed them previously.
11. Obligations of the Customer
The customer ensures to inform Gold Standard Diagnostics Kassel immediately about known incidents which could entail health risks for users, patients or third parties.
In case of serious incidents or product recalls, the customer is obligated to contribute actively to solve this situation.To ensure a clear traceability of products supplied by Gold Standard Diagnostics Kassel up to the end-user, the customer has to keep reasonable records of products supplied by Gold Standard Diagnostics Kassel. In the case that specific products need to be registered in accordance with the respective national regulations before market launch, the distributor commits to inform Gold Standard Diagnostics Kassel and clarify the registration status.
12. Place of Fulfillment
Place of fulfillment for all liabilities of the business contact is Kassel (Germany).
13. Jurisdiction, Application of German Law
The contractual and business relationship between the customer and Gold Standard Diagnostics Kassel is exclusively subject to the law of the Federal Republic of Germany together with possibly superior European legislation.
For both parties the courts of Kassel have jurisdiction over all legal disputes arising from this business relationship, even if the buyer is a merchant or has no general place of jurisdiction in the Federal Republic of Germany. However, we are entitled to bring an action against the customer at any other legal place of jurisdiction as well.
In case of linguistic obscurities related to the translation or interpretation problems of the GTC the German version (AGB) is ultimately binding.
14. Miscellaneous
Should one or more provisions of this contract be or become invalid or be incomplete, the other provisions will not be affected thereby. The invalid provision must be replaced by a legally admissible provision that is economically closest to the intended provision. The same applies to any gap in the provisions of the contract.
Amendments and supplements must be made in written form.
Effective: 2018-05-15