1.1 These General Terms and Conditions apply to all business relations between Meditrade UK Ltd (“Meditrade UK”, company number 12559664) and its business customers (B2B).
1.2 These terms apply to the exclusion of any other terms or conditions that the customer seeks to impose or incorporate.
1.3 These terms shall also apply as a framework agreement for all future similar contracts between the parties, without the need for us to refer to them again in each case.
2.1 Our offers are non-binding and subject to confirmation. This also applies if we have provided the customer with catalogues and other product descriptions.
2.2 The customer’s order constitutes a binding offer. We are entitled to accept the customer’s offer within four days of receipt by us.
2.3 The contract comes into effect with our confirmation (e.g. order confirmation).
3.1 Prices are as stated in the Order Confirmation and are exclusive of VAT and delivery costs (unless otherwise agreed).
3.2 We reserve the right to increase prices to reflect any increase in transport, material, wage, energy, customs duties, raw material costs or other costs arising after the order is placed.
3.3 Invoices must be paid within 30 days of the invoice date without deduction, unless otherwise agreed in writing.
3.4 Means of payment other than cash and bank transfers, in particular cheques, shall only be accepted subject to being cashed in. Credit notes will be issued with the amount which results after deduction of all costs. The day of payment is the day on which the amount is available to us.
3.5 All costs for the transmission of the invoice amount to us are borne by the customer. Payments are only to be transferred to the paying agents indicated on the invoice or made to the company’s cash office or to the persons entitled to collect. The customer bears the risk of transmitting the invoice amount to us.
3.6 If there are several claims, we are entitled to offset the customer’s payments against his claims in the order of their due dates. The debtor’s right of determination according to § 366 BGB is excluded in this respect.
4.1 Our delivery periods are always non-binding, unless otherwise agreed or arising from the contractual relationship.
4.2 Unless otherwise agreed, we are entitled to choose the method of dispatch of the goods. If the customer wishes to collect the goods himself or have them collected, this requires our prior consent.
4.3 The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon delivery. In the case of mail order purchases, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If acceptance has been agreed, this is decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services also apply accordingly to an agreed acceptance. If the customer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.
5.1 Meditrade UK shall not be liable for any failure or delay in performance caused by a Force Majeure Event.
5.2 A “Force Majeure Event” means any event beyond our reasonable control including (without limitation): acts of God, flood, storm, pandemic, epidemic, war, sanctions, cyber-attack, ransomware, labour disputes, government actions, supplier failure, or any change in Applicable Law.
5.3 We will notify the customer as soon as reasonably practicable of any Force Majeure Event.
5.4 If the Force Majeure Event continues for more than 60 days, either party may terminate the contract by giving 10 Business Days’ written notice.
5.5 The customer must still pay for any Goods already delivered or which we are able to deliver.
6.1 We warrant that the Goods will be free from material defects in design, materials and workmanship for a period of 12 months from Delivery.
6.2 The customer must inspect the Goods immediately upon delivery and notify us in writing of any defects within 5 Business Days.
6.3 We are not liable for minor deviations from the sample, e.g. in colour, purity, condition, quality or weight. The assessment of defects does not depend on the individual boxes, pieces, rolls, roll texts, sheets, packages or bales, but on the average failure of the entire delivery, even if the notice of defects refers to deviations in dimension, weight or quantity. A defect shall not be deemed to exist if individual boxes, pieces, roll texts or sheets vary in weight by twice the permissible deviations. However, the parts deviating more strongly from the average may not exceed 5% of the total mass. If the customer does not request the submission of reference samples, we shall only be liable for gross negligence.
7.1 We shall be liable for damages – regardless of the legal grounds – within the scope of liability for culpability in cases of intent and gross negligence. In the case of simple negligence, we are only liable, subject to statutory limitations of liability (for example: care in our own affairs; minor breach of duty), for
7.2 The limitations of liability resulting from § 7.1 shall also apply to third parties as well as to breaches of duty by persons (also in their favour) whose fault we are responsible for according to statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the customer under the Product Liability Act.
If the customer is in default of payment or acceptance, we may (after a written reminder) suspend further deliveries, charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, or terminate the contract.
9.1 The delivered goods shall remain our property until the purchase price and all our other claims against the customer have been paid in full; in the case of cheques, until they have been cashed.
9.2 In the case of a current account, the retained title shall serve as security for our balance claim. In case of default of payment or deterioration of assets, the customer is obliged to return the goods to us at our request. In case of suspension of payment, the goods are to be separated without request and kept at our disposal.
9.3 Any use or processing of the delivered goods by the customer shall take place – to the exclusion of the acquisition of ownership in accordance with § 950 BGB – on our behalf without any obligation on our part. If the goods are processed or used with other goods not belonging to the customer, we shall be entitled to co-ownership of the new object in the ratio of the value of the goods subject to retention of title to the other processed goods at the time of processing.
9.4 The customer is entitled to sell the goods in our ownership within the scope of proper business management, but not to pledge or assign them as security. He hereby assigns to us any claims against his customers arising from the sale.
9.5 If the value of the security existing for us exceeds the customer’s claim by more than 20% in total, we are obliged to release securities of our choice to this extent at the customer’s request.
9.6 He must inform us immediately of any seizure or other interference by third parties.
The customer may only set off or withhold payment if the counterclaim is undisputed or has been finally determined by a court.
11.1 These terms and any contract between us are governed by the law of England and Wales.
11.2 The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with these terms or any contract.
Meditrade GmbH
Medipark 1
D-83088 Kiefersfelden
Germany
