Terms of service
General Terms and Conditions
General Terms and Conditions of Delivery of Una Diagnostik GmbH dated March 01, 2022
§ 1 Validity
(1) The following General Terms and Conditions of Delivery shall apply exclusively to all delivery contracts between us and our customers, insofar as they are entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special funds under public law. The customer recognizes these terms and conditions at the latest by placing an order or by accepting the delivery. Any terms and conditions of the customer that conflict with or deviate from our terms and conditions shall not be recognized. In business relations, the customer recognizes the current General Terms and Conditions of Una Diagnostik & Pharma GmbH as binding. The GTC shall apply in the version valid at the time of the binding order.
(2) Verbal collateral agreements shall only become binding after our written confirmation.
§ 2 Conclusion of contract
(1) Our offers are subject to change. The contract offer shall only be deemed to have been made when the customer places the order, which may also be made by electronic data transmission. A contract shall only come into existence with the issue of our written order confirmation or by delivery. Our order confirmation alone shall be decisive for the content of the contract, in particular for the scope of performance. Amendments and additions to the contract require our written confirmation
(2) In the case of hazardous substances and other materials whose delivery or use is subject to special statutory or official regulations, the placing of the order shall also be deemed to be confirmation by the customer that it only intends to use these goods in a permitted manner. Una Diagnostik & Pharma GmbH is entitled to demand proof from the customer prior to delivery. Una Diagnostik & Pharma GmbH shall not be in default of delivery until receipt of the proof. If the customer does not provide the proof immediately, the customer shall be in default of acceptance.
§ 3 Price
Our prices are quoted in EURO plus the costs of packaging, insurance and transportation, unless expressly agreed otherwise in our offer. Packaging and transportation costs may be invoiced separately.
The price resulting from the respective offer for the day of the order is decisive. All prices are based on the cost factors at the time of the order or order confirmation. If significant increases in labor or material costs occur thereafter for us or our suppliers and if these lead to a significant increase in our purchase prices or cost prices, we shall be entitled to demand immediate negotiations with the customer regarding a price adjustment, unless the price has been expressly confirmed as a fixed price. If no agreement is reached within a reasonable period of time, we shall be released from our delivery obligation with regard to outstanding deliveries and shall be entitled to withdraw from the contract in this respect.
§ 4 Delivery and shipment
(1) Delivery dates are based on the agreements made in individual cases. A delivery deadline shall be deemed to have been met when the delivery item has been handed over for transportation or readiness for dispatch has been established and notified. Partial deliveries are permissible insofar as this is reasonable for the customer. We are also entitled to deliver before an agreed date. If we are prevented from fulfilling our delivery obligation on time due to force majeure, natural disasters, labor disputes, official intervention, supply difficulties, traffic disruptions, operational disruptions, lack of timely delivery by our suppliers or for other similar reasons, insofar as this is only recognizable to us after conclusion of the contract, we shall not be responsible for this and our delivery obligation shall be suspended for the duration of the hindrance and to the extent of its effect. If this is unreasonable for the customer, he shall be entitled to withdraw from the contract after the expiry of a reasonable period to be set by him. A claim for damages or reimbursement of expenses is excluded. If we have effected a partial performance, the customer may only withdraw from the entire contract if he has no interest in the partial performance. In the event of delays in delivery for which the customer is responsible, agreed delivery periods and delivery dates shall be extended or postponed accordingly.
(2) If the goods are sent to the customer at the customer's request, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery of the goods to our shipping agent, but at the latest when the goods leave our warehouse, irrespective of whether the shipment is made from the place of performance and who bears the freight costs. If delivery is delayed for reasons for which the customer is responsible, the transfer of risk shall take place upon notification of readiness for dispatch. The mode and route of shipment shall be determined by us. We are not obliged to insure the goods for shipment.
§ 5 Acceptance of the goods and return of transport containers and packaging materials
(1) Shipments whose exterior indicates damage to the contents may only be accepted subject to claims for damages against the transportation company. If the customer discovers breakage in a consignment after opening it, a representative of the transportation company must be called in immediately and a certificate of the damage must be issued with him.
(2) The customer must ensure by means of suitable facilities that the goods can be delivered at any time and are protected against access by unauthorized third parties even if no receiving person is present.
(3) Insofar as we use our own transport containers and packaging materials for shipping, these shall only be provided to the customer on loan, shall be treated with care by the customer, emptied immediately and returned to our transport officer at the latest with our next delivery; they may only be used in the movement of goods between us and the customer. The customer shall reimburse us our cost price for transport containers and packaging materials provided on loan which we have not received back.
§ 6 Payment
(1) We deliver within Germany against invoice from our warehouse, payable within 5 days without deductions after receipt of goods, for new customers by agreement. The date of payment shall be the date on which the amount is credited to our account. For customers with a registered office abroad, we only deliver against advance payment.
(2) Our transport agents are only authorized to accept cash or cashier's checks if they are in possession of receipts or powers of attorney issued by us.
(3) Unless otherwise agreed, the customer shall be in default without reminder no later than 5 days after the invoice date and receipt of the invoice or an equivalent payment schedule. If the date of receipt of the invoice or payment schedule is uncertain, the customer shall be in default no later than 5 days after the invoice date and receipt of our delivery. If the customer is in default of payment, we shall be entitled to charge interest on arrears at a rate of 8 percentage points p.a. above the base interest rate. The assertion of further damages is not excluded.
(4) If, after conclusion of the delivery contract, it becomes apparent that our claim to payment is jeopardized by the customer's inability to pay, we shall be entitled to demand immediate security or cash payment without any deduction for all goods delivered and not yet paid for and advance payment or cash payment for all goods still to be delivered. If the customer does not comply with our request for security or payment in due time, we shall be entitled to withdraw from all delivery contracts with the customer. In the case of delivery against advance payment or cash payment in accordance with sentence 1, we waive all security rights under § 7 with regard to the delivered goods.
§ 7 Retention of title
(1) We reserve title to the delivered goods until full payment of all our present and future claims arising from the business relationship with the customer. This also applies to goods that are delivered directly to the customer by third parties in our name and for our account. The inclusion of individual claims of ours in a current account as well as the drawing of a balance and its recognition shall not cancel the reservation of title. The customer is authorized to dispose of the reserved goods in the ordinary course of business. He is obliged to insure them appropriately against theft, breakage, fire, water and other damage. The customer must notify us immediately of any interference by third parties with our reserved goods. He is obliged to inform the third party of our reserved rights.
The customer must inform us immediately if third parties seize the reserved property. The customer shall bear all costs that have to be incurred to cancel the seizure and to replace the goods delivered by us, unless the third party reimburses these costs.
§ 8 Warranty
(1) The customer shall inspect the delivered goods immediately upon receipt for conformity with the contract and shall notify us in writing of all recognizable defects, shortages and incorrect deliveries immediately upon receipt, and of defects, shortages and incorrect deliveries that become recognizable later immediately upon recognition, stating the exact description of the complaints and the date and number of the relevant delivery bill. If the customer fails to notify us in due time and form, the goods shall be deemed to have been approved, unless the shortages or incorrect deliveries are so obviously different from the order that we had to consider the customer's approval to be excluded. The inspection of the delivered goods for defects is a genuine legal obligation of the customer. The customer shall indemnify us against any liability for damages incurred by the customer or third parties as a result of a breach of this duty to inspect. Rejected goods must be returned immediately and properly packaged. We do not accept complaints by third parties.
(2) Our warranty for material defects is limited to the delivery of defect-free replacement goods. If the replacement delivery fails, if the replacement delivery is unreasonable for the customer or if we seriously and finally refuse performance, the customer may withdraw from the contract. Liability for damages is limited in accordance with § 9; this also applies to a claim for reimbursement of expenses. If the customer has made changes to the goods, in particular opened seals and seals, any warranty is excluded.
(3) All claims derived from the defectiveness of the goods, including any claims for damages, shall become time-barred one year after delivery of the goods, except in the case of intent. This shall also apply to any competing congruent claims for damages arising from non-contractual liability.
(4) The provisions of §§ 478, 479 BGB remain unaffected.
§ 9 Liability
(1) We shall only be liable for damages on whatever legal grounds in the event of intent or gross negligence on the part of our executive bodies or assistants. This limitation of liability shall not apply to the breach of material contractual obligations, unless liability for material defects is involved. In the event of a breach of material contractual obligations, liability shall be limited to typical foreseeable damages. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely.
(2) For the limitation of claims for damages outside the scope of § 8, § 8 paragraph 3 shall apply accordingly.
(3) Liability for damages due to a guarantee assumed by us as well as liability under the Product Liability Act, the German Medicines Act and other mandatory statutory liability standards shall remain unaffected by the above provisions. The same applies to liability for damages resulting from injury to life, body or health.
(4) If we or our transport agent accept goods, documents and other items as accompanying packaging from the customer for onward transportation to third parties or from third parties for onward transportation to the customer, any liability for negligence on our part and that of our transport agent shall be excluded in this respect. The customer's obligation to provide evidence of the handover and the contents of the accompanying package can only be provided by means of documents.
§ 10 Repurchase and purchase of goods and packaging material
It is at our discretion whether we buy back or purchase goods and packaging material delivered by us or by third parties and, if so, under what conditions. § Section 5 (3) and the provisions of the Packaging Ordinance and the Operating Ordinance for Wholesale Pharmaceutical Companies shall remain unaffected.
§ 11 Rights to documents
We expressly reserve all rights to illustrations, drawings, calculations, conditions and other documents which we have made available to the customer.
§ 12 Data protection
(1) We collect, store or transmit personal data exclusively within the scope of what is necessary for the fulfillment of our business purposes in accordance with the applicable data protection regulations. For the purpose of deciding on the establishment, execution or termination of the business relationship, we also collect or use information from SCHUFA and other credit agencies as well as probability values.
§ 13. place of performance and place of jurisdiction
The place of performance for all obligations arising from the contractual relationship is Offenbach am Main. The place of jurisdiction for all legal disputes arising from the contractual relationship shall be Offenbach am Main if the Customer is a merchant, a legal entity under public law or a special fund under public law. However, Una Diagnostik & Pharma GmbH shall also be entitled to sue the customer at its general place of jurisdiction.
German law shall apply to the exclusion of its conflict of law rules and to the exclusion of the UN Convention on Contracts for the International Sale of Goods. This agreement on the place of jurisdiction shall also apply if the customer has no general place of jurisdiction in Germany.
General Terms and Conditions of Delivery of Una Diagnostik GmbH dated March 01, 2022
§ 1 Validity
(1) The following General Terms and Conditions of Delivery shall apply exclusively to all delivery contracts between us and our customers, insofar as they are entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special funds under public law. The customer recognizes these terms and conditions at the latest by placing an order or by accepting the delivery. Any terms and conditions of the customer that conflict with or deviate from our terms and conditions shall not be recognized. In business relations, the customer recognizes the current General Terms and Conditions of Una Diagnostik & Pharma GmbH as binding. The GTC shall apply in the version valid at the time of the binding order.
(2) Verbal collateral agreements shall only become binding after our written confirmation.
§ 2 Conclusion of contract
(1) Our offers are subject to change. The contract offer shall only be deemed to have been made when the customer places the order, which may also be made by electronic data transmission. A contract shall only come into existence with the issue of our written order confirmation or by delivery. Our order confirmation alone shall be decisive for the content of the contract, in particular for the scope of performance. Amendments and additions to the contract require our written confirmation
(2) In the case of hazardous substances and other materials whose delivery or use is subject to special statutory or official regulations, the placing of the order shall also be deemed to be confirmation by the customer that it only intends to use these goods in a permitted manner. Una Diagnostik & Pharma GmbH is entitled to demand proof from the customer prior to delivery. Una Diagnostik & Pharma GmbH shall not be in default of delivery until receipt of the proof. If the customer does not provide the proof immediately, the customer shall be in default of acceptance.
§ 3 Price
Our prices are quoted in EURO plus the costs of packaging, insurance and transportation, unless expressly agreed otherwise in our offer. Packaging and transportation costs may be invoiced separately.
The price resulting from the respective offer for the day of the order is decisive. All prices are based on the cost factors at the time of the order or order confirmation. If significant increases in labor or material costs occur thereafter for us or our suppliers and if these lead to a significant increase in our purchase prices or cost prices, we shall be entitled to demand immediate negotiations with the customer regarding a price adjustment, unless the price has been expressly confirmed as a fixed price. If no agreement is reached within a reasonable period of time, we shall be released from our delivery obligation with regard to outstanding deliveries and shall be entitled to withdraw from the contract in this respect.
§ 4 Delivery and shipment
(1) Delivery dates are based on the agreements made in individual cases. A delivery deadline shall be deemed to have been met when the delivery item has been handed over for transportation or readiness for dispatch has been established and notified. Partial deliveries are permissible insofar as this is reasonable for the customer. We are also entitled to deliver before an agreed date. If we are prevented from fulfilling our delivery obligation on time due to force majeure, natural disasters, labor disputes, official intervention, supply difficulties, traffic disruptions, operational disruptions, lack of timely delivery by our suppliers or for other similar reasons, insofar as this is only recognizable to us after conclusion of the contract, we shall not be responsible for this and our delivery obligation shall be suspended for the duration of the hindrance and to the extent of its effect. If this is unreasonable for the customer, he shall be entitled to withdraw from the contract after the expiry of a reasonable period to be set by him. A claim for damages or reimbursement of expenses is excluded. If we have effected a partial performance, the customer may only withdraw from the entire contract if he has no interest in the partial performance. In the event of delays in delivery for which the customer is responsible, agreed delivery periods and delivery dates shall be extended or postponed accordingly.
(2) If the goods are sent to the customer at the customer's request, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery of the goods to our shipping agent, but at the latest when the goods leave our warehouse, irrespective of whether the shipment is made from the place of performance and who bears the freight costs. If delivery is delayed for reasons for which the customer is responsible, the transfer of risk shall take place upon notification of readiness for dispatch. The mode and route of shipment shall be determined by us. We are not obliged to insure the goods for shipment.
§ 5 Acceptance of the goods and return of transport containers and packaging materials
(1) Shipments whose exterior indicates damage to the contents may only be accepted subject to claims for damages against the transportation company. If the customer discovers breakage in a consignment after opening it, a representative of the transportation company must be called in immediately and a certificate of the damage must be issued with him.
(2) The customer must ensure by means of suitable facilities that the goods can be delivered at any time and are protected against access by unauthorized third parties even if no receiving person is present.
(3) Insofar as we use our own transport containers and packaging materials for shipping, these shall only be provided to the customer on loan, shall be treated with care by the customer, emptied immediately and returned to our transport officer at the latest with our next delivery; they may only be used in the movement of goods between us and the customer. The customer shall reimburse us our cost price for transport containers and packaging materials provided on loan which we have not received back.
§ 6 Payment
(1) We deliver within Germany against invoice from our warehouse, payable within 5 days without deductions after receipt of goods, for new customers by agreement. The date of payment shall be the date on which the amount is credited to our account. For customers with a registered office abroad, we only deliver against advance payment.
(2) Our transport agents are only authorized to accept cash or cashier's checks if they are in possession of receipts or powers of attorney issued by us.
(3) Unless otherwise agreed, the customer shall be in default without reminder no later than 5 days after the invoice date and receipt of the invoice or an equivalent payment schedule. If the date of receipt of the invoice or payment schedule is uncertain, the customer shall be in default no later than 5 days after the invoice date and receipt of our delivery. If the customer is in default of payment, we shall be entitled to charge interest on arrears at a rate of 8 percentage points p.a. above the base interest rate. The assertion of further damages is not excluded.
(4) If, after conclusion of the delivery contract, it becomes apparent that our claim to payment is jeopardized by the customer's inability to pay, we shall be entitled to demand immediate security or cash payment without any deduction for all goods delivered and not yet paid for and advance payment or cash payment for all goods still to be delivered. If the customer does not comply with our request for security or payment in due time, we shall be entitled to withdraw from all delivery contracts with the customer. In the case of delivery against advance payment or cash payment in accordance with sentence 1, we waive all security rights under § 7 with regard to the delivered goods.
§ 7 Retention of title
(1) We reserve title to the delivered goods until full payment of all our present and future claims arising from the business relationship with the customer. This also applies to goods that are delivered directly to the customer by third parties in our name and for our account. The inclusion of individual claims of ours in a current account as well as the drawing of a balance and its recognition shall not cancel the reservation of title. The customer is authorized to dispose of the reserved goods in the ordinary course of business. He is obliged to insure them appropriately against theft, breakage, fire, water and other damage. The customer must notify us immediately of any interference by third parties with our reserved goods. He is obliged to inform the third party of our reserved rights.
The customer must inform us immediately if third parties seize the reserved property. The customer shall bear all costs that have to be incurred to cancel the seizure and to replace the goods delivered by us, unless the third party reimburses these costs.
§ 8 Warranty
(1) The customer shall inspect the delivered goods immediately upon receipt for conformity with the contract and shall notify us in writing of all recognizable defects, shortages and incorrect deliveries immediately upon receipt, and of defects, shortages and incorrect deliveries that become recognizable later immediately upon recognition, stating the exact description of the complaints and the date and number of the relevant delivery bill. If the customer fails to notify us in due time and form, the goods shall be deemed to have been approved, unless the shortages or incorrect deliveries are so obviously different from the order that we had to consider the customer's approval to be excluded. The inspection of the delivered goods for defects is a genuine legal obligation of the customer. The customer shall indemnify us against any liability for damages incurred by the customer or third parties as a result of a breach of this duty to inspect. Rejected goods must be returned immediately and properly packaged. We do not accept complaints by third parties.
(2) Our warranty for material defects is limited to the delivery of defect-free replacement goods. If the replacement delivery fails, if the replacement delivery is unreasonable for the customer or if we seriously and finally refuse performance, the customer may withdraw from the contract. Liability for damages is limited in accordance with § 9; this also applies to a claim for reimbursement of expenses. If the customer has made changes to the goods, in particular opened seals and seals, any warranty is excluded.
(3) All claims derived from the defectiveness of the goods, including any claims for damages, shall become time-barred one year after delivery of the goods, except in the case of intent. This shall also apply to any competing congruent claims for damages arising from non-contractual liability.
(4) The provisions of §§ 478, 479 BGB remain unaffected.
§ 9 Liability
(1) We shall only be liable for damages on whatever legal grounds in the event of intent or gross negligence on the part of our executive bodies or assistants. This limitation of liability shall not apply to the breach of material contractual obligations, unless liability for material defects is involved. In the event of a breach of material contractual obligations, liability shall be limited to typical foreseeable damages. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely.
(2) For the limitation of claims for damages outside the scope of § 8, § 8 paragraph 3 shall apply accordingly.
(3) Liability for damages due to a guarantee assumed by us as well as liability under the Product Liability Act, the German Medicines Act and other mandatory statutory liability standards shall remain unaffected by the above provisions. The same applies to liability for damages resulting from injury to life, body or health.
(4) If we or our transport agent accept goods, documents and other items as accompanying packaging from the customer for onward transportation to third parties or from third parties for onward transportation to the customer, any liability for negligence on our part and that of our transport agent shall be excluded in this respect. The customer's obligation to provide evidence of the handover and the contents of the accompanying package can only be provided by means of documents.
§ 10 Repurchase and purchase of goods and packaging material
It is at our discretion whether we buy back or purchase goods and packaging material delivered by us or by third parties and, if so, under what conditions. § Section 5 (3) and the provisions of the Packaging Ordinance and the Operating Ordinance for Wholesale Pharmaceutical Companies shall remain unaffected.
§ 11 Rights to documents
We expressly reserve all rights to illustrations, drawings, calculations, conditions and other documents which we have made available to the customer.
§ 12 Data protection
(1) We collect, store or transmit personal data exclusively within the scope of what is necessary for the fulfillment of our business purposes in accordance with the applicable data protection regulations. For the purpose of deciding on the establishment, execution or termination of the business relationship, we also collect or use information from SCHUFA and other credit agencies as well as probability values.
§ 13. place of performance and place of jurisdiction
The place of performance for all obligations arising from the contractual relationship is Offenbach am Main. The place of jurisdiction for all legal disputes arising from the contractual relationship shall be Offenbach am Main if the Customer is a merchant, a legal entity under public law or a special fund under public law. However, Una Diagnostik & Pharma GmbH shall also be entitled to sue the customer at its general place of jurisdiction.
German law shall apply to the exclusion of its conflict of law rules and to the exclusion of the UN Convention on Contracts for the International Sale of Goods. This agreement on the place of jurisdiction shall also apply if the customer has no general place of jurisdiction in Germany.
