Art. 1 Scope of Validity

(1) The following GTCs apply to all our business relationships with our customers ("Purchaser"). The GTCs apply exclusively to traders, legal entities under public law or special funds under public law understood by § 310 of the BGB [Bundesgesetzbuch: German Civil Code].

(2) Terms and conditions of the purchaser deviating from these terms and conditions of sale will be recognised by us ("vendor") only when the vendor has given express consent in writing.

(3) Unless otherwise agreed, the GTCS in the version valid at the time of the purchaser's order or in any case in the version last brought to his attention shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

Art. 2 Prices and Payment

The purchase price is the price agreed on by the parties or where no detailed agreement has been made, the price stated in the current price lists of the vendor at the time of the order.

(1) The purchaser bears the risk of delivery. All prices are in Euro net plus statutory VAT. The following shall apply to shipping within Germany:

• For therapeutic products with a net order value of less than EUR 600.00, a flat-rate logistics fee of EUR 20.00 (for transportation, tolls, packaging and other logistics costs) shall be charged to the purchaser. From a net order value of EUR 600.00 there is no flat-rate logistics fee.
• For diagnostic products, our current delivery conditions at the time of conclusion of the contract shall apply, namely ex warehouse. In the case of sale by dispatch, the purchaser shall bear the transportation costs ex work and the costs of any transport insurance requested by the purchaser.

For deliveries to all countries outside Germany, the purchaser shall bear the transportation costs. The amount of the transportation costs will be communicated in advance on request.

(2) Payment of the purchase price must be made exclusively to one of the accounts specified on the reverse side. In so far as no agreement to the contrary has been entered into, the purchase price is to be paid within 30 days from receipt of the invoice. A discount or rebate will only be granted on the basis of an express agreement to this effect between the parties.

(3) Interest on arrears will be levied by the vendor in the amount of 8% above the current basic interest rate of the European Central Bank per annum. We reserve the right to claim higher indemnification for arrears.

(4) The purchaser shall have a right to offset invoiced amounts only when his counterclaims have been upheld at law or are uncontested. All rights of retention on the part of the purchaser are hereby excluded.

(5) In so far as nothing to the contrary has been agreed, payments are to be made in euros.

Art. 3 Terms and conditions of delivery

(1) The place of fulfilment is the head office of the purchaser. Transport shall be effected by and at the risk of the vendor.

(2) The risk of accidental loss or accidental deterioration of the goods passes to the purchaser on the goods being handed over to the latter.

(3) The vendor shall endeavour to deliver the goods at the earliest opportunity. No fixed delivery deadlines have however been agreed. In the case of individual exceptions to this ruling, in case of delay on the part of the obligated party the vendor shall be given a subsequent deadline of at least four (4) weeks.

(4) If the purchaser falls into default of acceptance, or if he culpably violates other obligations of cooperation, the risk of accidental loss or accidental deterioration of the object of purchase shall pass to the purchaser at the time when the latter falls into default.

(5) The fulfilment of mutual obligations shall be subject to reservation that any necessary export authorisations and/or transfer permits, as well as any other permissions or approvals of the responsible authorities based on legislation governing foreign trade, have first been granted, and no other legal obstacles based on requirements of export law and embargo law which require to be observed by us as exporter or shipper or by one of our suppliers militate against it.

Art. 4 Reservation in respect of title

(1) The vendor reserves title of ownership in respect of the goods delivered until such time as all claims based on the contract of delivery have been settled in full. In case of arrears in payment, the vendor shall be entitled to demand the return of the goods by the purchaser without setting a subsequent deadline and without withdrawing from the contract.

(2) So long as right of ownership has not passed to him, the purchaser shall be obliged to treat the object of purchase with due care and to store it in keeping with the vendor's specifications.

(3) The purchaser shall be entitled to resell the object of purchase in the normal way of business.

Art. 5 Indemnification

Claims to indemnification on the part of the purchaser - on whatever material or legal grounds - are hereby excluded in cases of slight or simple negligence on the part of the vendor and his vicarious agents. The vendor admits liability for indirect damages, and damages not foreseeable at the time of conclusion of the contract, only when he or one of his vicarious agents can be charged with gross negligence or premeditated intent. The above limitations of liability shall not apply to liability based on mandatory statutory requirements.

Art. 6 Guarantee and complaints based on defects

(1) The purchaser shall inspect the goods promptly as practicable after delivery by the vendor and shall notify the seller of defects without undue delay in accordance with § 377 of the HGB [Handelsgesetzbuch: German Commercial Code]. Otherwise the goods shall be considered as having been approved. Claims based on defects in this connection shall lapse by statutory limitation 12 months after the transfer of the associated risk.

(2) If the goods delivered prove to have a defect which was already present at the time of the transfer of risk, the vendor shall be obliged (subject to reservation in respect of the defect having been punctually pointed out) to replace the goods. If the vendor fails to deliver the replacement goods, the purchaser shall have a right to reduce the purchase price. Further claims based on defects are hereby excluded.

Art. 7 Returns

Customer Service must be notified in advance at retourenanfrage@medac.de by email for any return of goods. Returns are processed in accordance with GDP (Guidelines for Good Distribution Practice).

Art. 8 Other matters

(1) This Agreement shall be construed in accordance with, and shall be exclusively governed by, German law. The UN Convention on Contracts for the International Sale of Goods (UNCISG) and German international private law shall not apply.

(2) These GTCs are provided in German and English. If there is a difference bewetten the two versions, the German version shall previal.

(3) All disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Hamburg, Germany. The vendor also has the right to bring suit against the purchaser at his main place of business.

(4) If any of the provisions of this Agreement are not legally effective, whether in whole or in part, or later lose their legal effectiveness, the validity of the remaining provisions shall remain unaffected. In place of the ineffective provision, an appropriate provision shall be inserted which, as far as legally permissible, comes closest to what the Parties intended.