within the scope of purchase contracts concluded between

InMedi Service GmbH
Langer Acker 3
30900 Wedemark
Germany

– hereinafter referred to as “Seller” –

and

Customers – hereinafter referred to as “Customer” – for products from the Seller’s range (hereinafter “Products”).

Disclaimer
These General Terms and Conditions have been translated into English for convenience. Only the original German version is legally binding. In case of discrepancies, differences in interpretation, or conflicts between the English and the German versions, the German version shall prevail.

§1 Scope of Application

1.1 These General Terms and Conditions apply to all offers, sales, and deliveries of the Seller to the Customer, even if they are not explicitly mentioned in subsequent contracts. They exclusively govern national and international business transactions with companies, legal entities under public law, and special funds under public law.

1.2 Conflicting, additional, or deviating terms and conditions of the Customer will not become part of the contract unless the Seller has explicitly agreed to their validity in writing. These General Terms and Conditions also apply if the Seller executes a delivery to the Customer unconditionally despite being aware of conflicting or deviating terms.

1.3 Individual agreements with the Customer always take precedence over these General Terms and Conditions. Rights granted to the Seller under statutory provisions beyond these General Terms and Conditions remain unaffected.

 

§2 Conclusion of Contract

2.1 The Seller’s offers are non-binding and subject to change unless explicitly designated as binding offers.

2.2 The Customer can select various products from the Seller’s range and place orders via mail (InMedi Service GmbH, Langer Acker 3, 30900 Wedemark), telephone (+49 511 132 272-0), fax (+49 511 132 272-99), or email (info@inmedi-service.com).

2.3 Upon receipt of the order, the Customer will receive an order confirmation from the Seller. This confirmation refers to these General Terms and Conditions.

2.4 Prescriptions for consultation hour supplies submitted by the Customer are processed by the Seller directly or through a billing service provider with the respective health insurance companies. The Seller’s claim for payment against the Customer, as the issuer of the prescription, remains valid until settlement by the health insurance provider. If submitted prescriptions or individual items are not approved and settled by the health insurance provider, these items will be invoiced to the issuer of the prescription and must be settled by them under these terms. Upon request, the Seller will provide the Customer with the details of the rejected settlement by the health insurance provider for review. Unless otherwise agreed in writing, the Customer must pay the net price within 14 days after being informed of the failed settlement with the health insurance provider.

 

§3 Delivery, Delivery Periods, Delay, Force Majeure

3.1 The Seller ships products at the Customer’s expense to the specified destination. The Customer may choose the shipping method (standard or various express options). For orders exceeding a net value of EUR 150 for deliveries within Germany and EUR 300 for deliveries to Austria, standard shipping costs are covered by the Seller.

3.2 The scope of delivery is determined by the written order confirmation from the Seller. Changes to the scope or nature of the delivery requested by the Customer require written confirmation from the Seller to become effective.

3.3 The Seller is entitled to make partial deliveries, provided this is reasonable for the Customer.

3.4 Delivery or performance periods are only binding if explicitly confirmed in writing by the Seller. The delivery period begins with the dispatch of the order confirmation by the Seller but not before all necessary documents, approvals, and releases to be provided by the Customer are received, and any agreed prepayment has been made.

3.5 Delivery deadlines are met if the Seller hands over the products to the designated transport provider or if the Customer announces their refusal to accept the delivery before the deadline.

3.6 The Seller is not liable for the impossibility of delivery or delays caused by force majeure or other unforeseeable events at the time of contract conclusion (e.g., operational disruptions, material shortages, strikes, pandemics, or delays by suppliers). In such cases, delivery periods are extended, or delivery dates are postponed by the duration of the hindrance plus a reasonable lead time.

3.7 If the delay makes acceptance of the delivery or performance unreasonable for the Customer, they may withdraw from the contract by notifying the Seller in writing without delay. This right of withdrawal only applies if the delay is attributable to the Seller.

3.8 Regardless of the provisions in Clause 8.1, the Customer is obligated to inspect the products upon delivery for visible damages and report any such damages to the shipping company. The Customer must obtain written confirmation of the damage. Failure to do so renders the Customer liable for resulting damages to the Seller.

 

§4 Transfer of Risk

4.1 The risk of accidental loss or accidental deterioration of the goods transfers to the buyer upon delivery of the goods to the person designated to carry out the transport, even if partial deliveries are made. If the shipment is delayed due to reasons attributable to the buyer, the risk transfers to the buyer upon notification of readiness for dispatch.

4.2 If the customer is in default of acceptance, the seller may claim compensation for the resulting damages as follows: 0.5% of the net price of the delivery per day of delay, but not exceeding a total of 5% of the net price of the delivery. The assertion of further damages and the proof of lesser or no damages remain reserved for both contracting parties. The risk of accidental loss or accidental deterioration of the products transfers to the customer at the moment they are in default of acceptance.

4.3 Delivered products must be accepted by the customer regardless of any warranty claims, even if they exhibit minor defects. The customer is also obligated to accept the products if the provided goods deviate in quantity by up to 5% or if the goods are delivered slightly earlier than agreed.

 

§5 Retention of Title

5.1 Until full payment has been made, the delivered products remain the property of the seller.

5.2 Furthermore, the seller retains ownership of the delivered products until all claims arising from the delivery contract between the customer and the seller have been fully paid.

5.3 The customer is obliged to handle the products under retention of title (hereinafter referred to as “reserved products”) with care for the duration of the retention of title. In particular, the customer is required to insure the products at their own expense against fire, water, and theft damage to their full replacement value. The customer hereby assigns all compensation claims from this insurance to the seller. The seller accepts this assignment. If an assignment is not permissible, the customer irrevocably instructs their insurer to make any payments solely to the seller. Further claims of the seller remain unaffected. Upon request, the customer must provide proof of the insurance to the seller.

5.4 If the reserved products are combined with other items not belonging to the seller to form a single entity, the seller acquires co-ownership of the unified entity in proportion to the value of the reserved products (final invoice amount including VAT) relative to the other items at the time of combination. If the reserved products are combined with other items in such a way that the customer’s item is considered the main item, the customer hereby transfers proportional co-ownership of this item to the seller. The seller accepts this transfer. The provisions of this clause 5.4 apply accordingly if the reserved products are mixed or processed with other items.

5.5 If it is intended to use the seller’s trademark to designate a component of other products during their manufacture, this may only occur with the prior written consent of the seller.

5.6 The customer is revocably entitled, in accordance with clause 5.9, to sell the reserved products in the ordinary course of business. The customer is not entitled to pledge, assign as security, or otherwise dispose of the reserved products in a manner that endangers the seller’s ownership. In the event of seizures or other interventions by third parties, the customer must immediately notify the seller in writing, provide all necessary information, inform the third party of the seller’s ownership rights, and cooperate with the seller in protecting the reserved products.

5.7 The customer hereby assigns to the seller all claims from the resale of the reserved products in the amount of the invoice amount including VAT, along with all ancillary rights. The seller accepts this assignment. If the reserved products are sold together with other products not supplied by the seller, the claim from the resale is assigned in proportion to the value of the reserved products (final invoice amount including VAT) relative to the other sold products. If an assignment is not permissible, the customer irrevocably instructs the third-party debtor to make any payments solely to the seller.

5.8 The seller may revoke the customer’s authorization to resell the reserved products and the collection authorization if the customer does not properly fulfill their payment obligations to the seller, is in default of payment, suspends payments, or if insolvency proceedings are initiated against the customer’s assets.

5.9 Upon the customer’s request, the seller is obliged to release existing securities to the extent that the realizable value of the securities, taking into account customary banking valuation discounts, exceeds the seller’s claims against the customer arising from the business relationship by more than 10%. The seller is responsible for selecting the securities to be released.

5.10 For product deliveries to legal systems in which the retention of title under this clause 5 is not legally effective, the customer hereby grants the seller an equivalent security interest. If further measures are required for this, the customer will take all necessary steps to promptly provide the seller with such a security interest. The customer will cooperate in all actions necessary or beneficial for the effectiveness and enforceability of such security interests.

 

§6 Prices

6.1 The agreed price in euros, as specified in the order confirmation and invoice, applies, plus value-added tax (VAT). The statutory VAT is not included in the price and is separately shown in the order confirmation and invoice at the rate applicable on the date of the order confirmation or invoice issuance. The customer may choose between two payment options: direct debit or invoice payment with a payment term of 14 days from the invoice date.

6.2 The customer bears the costs of packaging and shipping the products. Packaging and shipping costs within Germany are charged at a flat rate of EUR 12 (net). For packaging and shipping to Austria, the flat rate is EUR 15 (net). For orders exceeding a net minimum order value of EUR 150 for shipments within Germany or EUR 300 for shipments to Austria, the flat-rate charge is waived for the customer.

6.3 The customer may opt for express delivery of the products at their own expense. The cost of express delivery for orders placed on working days by 3:00 PM for delivery within Germany by 9:00 AM on the next working day is EUR 140. The cost for delivery by 10:30 AM on the next working day is EUR 30, and for delivery by 12:00 PM on the next working day is EUR 20. The price for express deliveries to Austria is to be agreed upon individually.

6.4 If more than four months elapse between the order confirmation and delivery, and during this period, price increases occur due to factors such as wage increases, rising raw material costs, general price increases caused by inflation, or similar circumstances, the seller is entitled to charge a correspondingly higher price. This also applies if, after an order confirmation with a fixed price agreement by the seller, raw material prices for the respective products or other significant cost factors—such as energy, labor, transportation, or insurance costs—change substantially (i.e., by at least 10%). In such cases, the seller is entitled to a reasonable price adjustment to the extent affected by the cost increase. The seller will take into account the customer’s legitimate interests, particularly concerning any commitments the customer may have already made to deliver the products at a specific price. The seller will provide evidence of the price-altering factors to the customer upon request.

 

§7 Payment and Due Date

7.1 Unless otherwise agreed in writing, the net price must be paid within 14 days from the invoice date without any deductions.

7.2 If the payment deadline is exceeded, the seller is entitled to charge default interest at a rate of 9 percentage points above the base interest rate (§ 247 BGB). The assertion of further damages remains reserved.

7.3 If the customer is in default of payment, the seller is entitled to demand immediate payment of all claims arising from the business relationship, even if these are not yet due.

7.4 Counterclaims by the customer only entitle them to offset or assert a right of retention if such claims are legally established or undisputed. A right of retention can only be asserted by the customer if their counterclaim arises from the same contractual relationship.

7.5 The seller is entitled to carry out or provide outstanding deliveries or services only against advance payment or the provision of security if circumstances become known after the conclusion of the contract that are likely to significantly impair the customer’s creditworthiness and thereby endanger the payment of the seller’s outstanding claims by the customer under the respective contractual relationship. This applies accordingly if the customer refuses or fails to pay the seller’s outstanding claims and has no undisputed or legally established objections to the seller’s claims. The seller is also entitled under statutory provisions to refuse performance and, if necessary, to withdraw from the contract after setting a deadline (§ 321 BGB).

 

§8 Warranty

8.1 The customer’s rights concerning defects, notwithstanding the provisions of clause 3.8, require that they fulfill their statutory obligations to inspect and report defects (§§ 377, 381 HGB). In particular, the customer must promptly inspect the delivered products upon receipt and notify the seller in writing of any obvious defects or defects that were detectable during such inspection. Hidden defects must be reported to the seller in writing immediately upon discovery. Notification is considered prompt under this clause if made within 8 working days, with the receipt of the notification by the seller determining compliance with the deadline. If the customer fails to conduct a proper inspection and/or provide timely notification of defects, the seller’s liability for such defects is excluded. The customer must describe the defects in writing when notifying the seller. The customer’s inspection must include, in particular, a visual examination of the surfaces.

8.2 If a defect notification is unjustified, the seller is entitled to claim reimbursement of expenses incurred from the customer unless the customer proves that they are not at fault for the unjustified defect notification.

8.3 Claims for subsequent performance are excluded in cases of minor deviations that are reasonable for the customer.

8.4 In the event of product defects, the seller is entitled, at their discretion, to remedy the defect by either repairing it or delivering defect-free products. In cases of unjustified defect notifications, the customer must bear the costs incurred by the seller for examining the defect unless the lack of defectiveness was not apparent to the customer.

8.5 If the products are not located at the place of delivery, the customer bears all additional costs incurred by the seller in remedying the defects unless the relocation to another location is consistent with the intended use of the products as per the contract.

8.6 Warranty claims do not exist in the following cases:

• Natural wear and tear, particularly of surfaces;
• Defects arising after the transfer of risk due to improper handling, assembly, commissioning, storage, maintenance, or excessive or improper use;
• Defects caused by force majeure, special external influences not anticipated under the contract, or use of the products outside the contractual or ordinary purpose.

8.7 The customer may only rely on an extension of the warranty period or the assumption of a warranty independent of defect claims if expressly granted in writing by the seller in the respective order confirmation. Any further claims related to additional warranty actions are, in principle, only possible if all conditions associated with the respective warranty are met. The customer bears the burden of proof to demonstrate that the warranty conditions are fulfilled.

 

§9 Liability

9.1 The seller is liable for damages—regardless of the legal basis—without limitation in cases of breach of a guarantee or injury to life, body, or health. The same applies to intent and gross negligence, mandatory statutory liability, particularly under the Product Liability Act, and liability for fraudulently concealed defects.

9.2 For cases of slight negligence, and subject to clause 9.1, the seller is liable only for breaches of cardinal obligations. Cardinal obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely. In the event of a breach of such obligations, the seller’s liability is limited to damages that are typical and foreseeable within the scope of the contract.

9.3 The above limitations of liability also apply to breaches of duty by or in favor of persons for whose actions the seller is legally responsible.

9.4 In the case of failure to meet a delivery deadline, the seller’s liability, subject to clause 9.1, for damage caused to the customer due to the delay is limited to a maximum of 5% of the agreed net price (see clause 6). The assertion of further damages or the proof of lesser damages remains reserved for both contracting parties.

 

§10 Limitation Period

10.1 The limitation period for the customer’s claims for defects is twelve months and begins with the delivery of the products. This also applies to claims based on tort that are attributable to a defect in the products. The limitation period does not restart as a result of subsequent performance. In cases under clause 9.1, the statutory limitation period applies instead.

 

§11 Final Provisions

11.1 The legal relationships between the seller and the customer are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.2 The exclusive place of jurisdiction for all disputes arising directly or indirectly from the business relationship is the seller’s registered office. The seller is also entitled to bring legal action at the customer’s place of business or any other permissible venue.

11.3 Amendments to these General Terms and Conditions must be made in writing. This also applies to the requirement of written form itself. The validity of post-contractual oral agreements that do not concern the provisions of these General Terms and Conditions is not affected by this requirement.

11.4 If any provision of these terms or parts thereof are or become invalid or unenforceable, the validity of the General Terms and Conditions and the contract as a whole shall not be affected. The parties are obligated to replace the invalid or unenforceable provision from the time of its invalidity or unenforceability with a provision that comes as close as possible to the economic intent of the original provision while taking both parties’ interests into account. The same applies to any gaps in these terms.