General Terms of Business for - Medifa

General Terms of Business for
medifa-hesse GmbH & Co. KG
I. General
1. These General Terms and Conditions of medifa-hesse GmbH & Co.KG (Supplier)
shall apply for all business transactions with the Ordering Pary (Customer)
exclusively in the edition applicable at the ti me of the transaction. This shall apply
also for all future transactions. Any condi tions made by the customerr that deviate
from our Terms and Conditions shall not be appli bable.
2. Any subsidiary agreements shall be vali d only if they have been confi rmed in
writing
3. The supplier's quotations shall be bi nding upon it only by expr ess written
agreement. Valitdation of the cont ract shall be subject to confi rmation by the suppli er
and/or by performance of the services indicated.
4. The supplier shall have unrestricted copyright and right of exploitation of estimates,
catalogues, drawings and other documents; these may be made accessi ble to third
parties only with the supplier's prior consent. Drawings and other documents
pertaining to quotations must be r eturned immediately upon r equest if the order is not
given to the quoti ng party. Sentences 1 and 2 shall apply mutati s mutandis to the
customer's documents; however , these may be made accessible to third parties
whom the suppli er has permissibly instructed to provide supplies or performances.
5. Special products shall be charged i ndividually. Specially produced items may not
be taken back. Orders for special products may be cancelled only wi th our express
written consent.
We are not obliged to examine any samples, drawing or other documents delivered
to us for special products with respect to their compliance with existing proprietary
rights. The customer is entirely responsible therefor.
II. Price / Payment conditions
1. Prices mentioned are to be under stood ex-works not including packing, assembly
or installation. Value added tax i s not included.
2. The supplier reserves the right to adjust prices to meet cost i ncreases, specifically
wages and salar ies, material costs and overheads, th at may occur in the event of a
period of four mont hs expiring between conclusi on of contr act and delivery as agreed
by contract or that such a delay occur s due to cirumstances beyond ti s control.

3. Payment shall be remi tted free to the supplier's place of payment.
In the case of agr eement upon payments on account the payment shall be r emitted
plus value added tax.
3. The customer may offset payment only agai nst claims which are indisputed or
legally established.
4. Payments shall be remi tted net within 30 days.
5. Invoices for repairs shall be paid immediately without any deducti ons.
6. In the event of late payment the supplier may without notice charge interest on
defaulted payments at 3% above the base i nterest rate accor ding to § 247 BGB - but
at least 7%; this is without prejudice to proof of more serious loss.
.
III. Retention of title
1. The supplier shall retain the title to the delivered items until complete payment of
the price and fulfilment of any further obligations deriving from existing business
relations with the customer.
2. The customer shall mark the retained goods as bei ng the proper ty of the supplier
and keep them separate. The retained goods may not be pledged, assi gned as
security or in any other way encumbered wi th third parties rights. The customer is
entitled to re-sell the retained goods or combine them with other movables only as
part of its regular business. It shall ensure that as far as possible the suppli er retains
the title and hereby assi gns to the suppli er the claim to the purchase price of the item
- which may be processed - from its purchaser to the full amount but no more than up
to 120% of the suppli er's claim. The supplier accepts this assignment. T he customer
must inform the supplier of the purchaser's name.
3. Until it is cancelled, the customer retains the author ity' to collect the debt. It shall
immediately forward the collected sums to t he supplier. At the supplier's request, the
customer under takes to inform the purchaser of the assignment and provide the
supplier with all the documents and i nformation required for exercising its rights.
4. If the customer acquires sole owner ship by law because t he retained goods ar e
combined with other movables, it undertakes to procure for the supplier joint title to a
proportion corresponding to the value of t he retained goods. The agreement on the
assignment of joi nt title is deemed to be concluded when the new items are
produced. Instead of t he assignment, the customer shall own the new i tems jointly
with the supplier under a custody contract.
5. The customer undertakes to keep the retained goods in perfect condition and to
insure them against the customar y risks. Upon request it shall provide the supplier
with evidence of the i nsurance. The customer shall immediately notify the supplier of

any damage. The customer hereby assi gns to the suppli er any delay in payment,
stoppage of payment or any claims it may acquire igainst the insurers or third parties
by reason of the damage. The supplier accepts this assignment. In the event o f more
than 2 weeks' delay in payment, st oppage of payment or any major deterioration in
its financial circumstances, the cust omer undertakes to deliver the retained goods to
the supplier. The customer shall be liable for any costs. The suppli er is empower ed
freely to sell the retained goods at a suitable price or to take possessi on of them
itself.
6. At the customer' s request, the supplier shall cancel the li ens to the extent that t he
residual value they secur e exceeds secur ed claims by mor e than 20 %.
7. The customer shall immediately inform the supplier in writing of any institution of
judicial composition or bankruptcy proceedings, any seizure of the retained goods or
other attachments by t hird parties. It must advise its creditors or the third parties of
the supplier's retention of title. The customer shall be liable for any costs incurred by
the supplier for action taken against attachments by thi rd parties.
8. If in the case of exports, specific measures are necessary at the place in which the
goods are located after delivery in order to validate the afor esaid retention of title or
assignment, the customer shall advise the supplier thereof and carry out such
measures at its own expense. If retenti on of title and/or the ot her aforesaid rights are
unacceptable at the place i n which the goods are located after delivery, the customer
shall at its own expense take all necessar y action to ensur e that the supplier acquires
liens on the deli vered goods which ressemble these rights as closely as possi ble.
9. Exercise of the rights attaching to retention of title shall not be consi dered as
withdrawal from the contract.
IV. Delivery or performance dates
1. Only specifically agree delivery deadlines shall be deemed bi nding.
Compliance with the term requires that the customer delivers in good time the
necessary documentation, authorizations, certificates, clarifications and approval of
the plans and compli es with the agreed payment condi tions and other obligations.
If these requirements are not fulfilled at the correct time, the term shall be sui tably
extended.
The supplier is entitled to provide partial consignments or performances for which
separate payments may be clai med.
2. The term shall he deemed to be met:
a) for delivery without installation or assembly, if the consignment, ready for
operation, has been despatched or collected within the agreed term for delivery or

performance. If despatch is delayed for reasons attributable to the customer, the term
shall be deemed t o be fulfilled when notice of readiness for despatch is given within
the agreed ter m;
b) for delivery with installation or assembly if installation or assembly has been
completed within the agreed term.
3. If the supplier is unable to comply wi th the term for delivery or performance owing
to mobilization, war, civil disorders, strikes, lock-outs or unforeseen impediments, the
term shall be suitably extended wi thout the customer' s consent ther eto being
required.
4. If despatch or delivery is delayed at the customer' s request, storage fees of 12 %
of the invoiced sum can be char ged to the customer for each month or partmonth,
commencing one month after notice of readiness for despatch; the storage fee is
limited to 5 % unless hi gher costs can be pr oved.
5. In the case of deliveries to member states of the European Union, the customer
shall be obliged to indicate its VAT registration number at the very latest when
placing the order.
V. Transfer of risk
Even if freight-paid delivery has been agr eed, liability shall be tr ansferred to the
customer when the goods are handed over to the carrier or when they are dipatched
for shipment. In the caxe of per sonal collection by the customer , liability shall be
transferred to the ordering party at the point of time at which the goods ar e handed
over to the customer or a representative of the ordering party. In the case of del ays
for wihich the customer is responible, notificaiton that the goods are r eady for
dispatch shall suffi ce for transfer of liability.
VI. Acceptance
Delivered items shall be accepted b y the customer even if they show mi nor defects.
VII. Liability for defects
The supplier has the followi ng liability for defects which also include lack of the
guaranteed characteristics:
1. Warranty expires 12 months f rom the date of delivery.

This period of limitation is valid for claims for damages, direct and indirect, to the
conclusion of this agreement.
The warranty does not cover the par ts, which due to a naturally wear havea shorter
lifespan than the i mplied period of warranty, and by the reason of the naturally wear
besome useless or damaged, f or example the upholster ies and the mechanical as wll
as the electrical wear parts.
If extended warr anty terms are provided, the preceding clause 2 is valid accordingly.
2. Products delivered and installed must be examined by the cust omer immediately.
In case of defects, the supplier must be notified, without delay, in writing, or if
necessary by telex. An exact descr iption of the defect must be provided.
3. If the complaint is justified, the goods shall be repaired by the supplier, or the
customer shall r eceive replacement par ts against the retur n of defective parts, free of
charge and freight paid.
4. All replacements or repairs must be accompli shed by the suppli er's customer
service. Clause 3 is valid accordingly.
In the case of extr aordinary occurences, the necessar y measures must be agreed
with the supplier prior to repair or service.
5. The liability for damage does not include damage and malf unction due to
chemical, magnetic, electric or other external causes.
6. Guaranteed performance exists only as it relates to the pr oduct's written
specifications.
7. Warranty provisions are provided solely, and only, to the original purchaser of the
product. They are not extended t o subsequent purchasers.
8. Claims by the dealer or owner, especially for faults at the conclusion of the
contract; active infringement of clai ms or obligation to give advice, for consequential
damages or malfunction are excluded, unless liability is obligatory in cases of
deliberate intent or gross negligence by the supplier or its assistents.
9. The conditions for warranty terms referred to is Nos. 1,5 and 8 above shall not
apply if the law pr escribes longer terms.
10. No other claims by the customer against the supplier and its assistants in fulfilling
the contract the contract are permi tted, especially any claims for compensation for
damages which have not occur ed to the supplied item. This shall not apply i f liability
is obligatory in cases of gr oss negligence, deliberate intent or lack of the guaranteed
characteristics.
11. Nos. 1 - 10 above shall apply mutati s mutandis for any claims by the customer for
repairs, replacements or compensation which have arisen because of pr oposals or
advice given under the contract or because of infringement of any subsi diary
contractual obligations.

VIII. Legal venue
1. If the customer is a registered trader, the sole legal venue for all disputes der iving
directly or indirectly from the contr actual relations, shall be the head office or branch
of the supplier at the latter's discreation.
2. The contractual relations shall be gover ned by German Law as set down in the
German Commer cial Code and Ci vil Code.
The Uniled Nations Convention on Contracts f or the International Sale of goods i s not
applicable.
IX. The force of the contract
Should any par ts of the contract be invalid in law, the other parts shall remain
binding. This shall not apply i f compliance with the contract causes unr easonable
hardship to either party.
X. Data storage
The customer agrees that its data pertaining to the fulfi lment of the contract shall be
stored with the supplier.