Terms of Service
QUIRIS Healthcare Professionals
General Terms and Conditions of Sale and Delivery (GTC) of QUIRIS Healthcare GmbH & Co. KG
Status: January 2022
§1 Scope of the GTC
Our General Terms and Conditions of Sale and Delivery (hereinafter referred to as “GTC”) shall apply exclusively in business transactions with entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special funds under public law (hereinafter referred to as “Customer”).
All our deliveries, services and offers shall be made exclusively on the basis of these GTC. They are an integral part of all contracts that we conclude with the Purchaser for the deliveries or services offered by us. They shall also apply to all future deliveries,
services or offers to the customer, even if they are not separately agreed again.
Terms and conditions of business of the purchaser or third parties shall not apply, even if we do not separately object to their validity in individual cases. Even if we refer to a letter which contains or refers to the terms and conditions of business of the customer or a third party, this shall not constitute an agreement to such terms and conditions.
does not imply any agreement with the validity of those terms and conditions.
§2 Offers and conclusion of contract
All our offers are subject to change and non-binding with regard to price, quantity, delivery period and delivery possibility, unless they are expressly marked as binding or contain a specific acceptance period.
The order of the goods by the customer is considered as a binding offer of contract. Acceptance can be declared either by delivery of the goods to the purchaser or in writing (e.g. by order confirmation).
We reserve the title and/or copyright to all offers made by us and other documents made available to the purchaser.
§3 Prices, Shipping, Payments, Handling Fee
Our list prices valid at the time of conclusion of the contract shall apply, unless otherwise agreed in individual cases. Our prices shall apply to the scope of performance and scope of delivery specified in the order confirmation. Additional or special services will be
charged separately. The prices are in Euro, net, plus the statutory value added tax.
The dispatch is carried out by the logistician commissioned by us within Germany from an order value minus discounts of 150.00 EUR free of charge. For export deliveries, additional country-specific transport costs plus customs duties as well as fees and other public
fees and other public charges.
For an order value less discounts of less than 150.00 EUR per order, an additional handling fee of 4.50 EUR will be charged.
The type of shipment and packaging are subject to our dutiful discretion.
Our invoices are payable within 30 days of the invoice date without any deductions.
If the purchaser fails to make payment when due, interest shall be charged on the outstanding amounts from the due date at a rate of 9 percentage points p.a.; we reserve the right to claim higher interest and further damages in the event of default.
Offsetting against counterclaims of the customer or retention of payments due to such claims shall only be permissible if the counterclaims are undisputed or have been legally established.
We shall be entitled to make or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, we become aware of circumstances which are likely to substantially reduce the creditworthiness of the customer and as a result of which the payment of the order is not possible.
and by which the payment of the claims by the customer from the respective contractual relationship is endangered.
§4 Delivery time and deliveries, force majeure
Orders placed by telephone are accepted by us from Monday to Thursday in each case in the time from 9:00 o’clock to 17:00 o’clock, on Fridays until 15:00 o’clock. As a rule, incoming orders are dispatched within 3 working days in Germany.
For deliveries to other European countries, incoming orders are usually shipped within 7 working days.
The current Incoterms 2020 apply.
Deadlines and dates for deliveries and services promised by us are non-binding and are subject to proper and timely delivery by our suppliers. Insofar as delivery periods and delivery dates have been agreed as binding by way of exception,
the delivery periods and delivery dates shall refer to the time of handover to the logistician or other third party commissioned with the transport.
If claims against the Buyer are due for payment, we shall not be obliged to make any further deliveries until all invoices (including interest on arrears) have been settled in full.
We shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in product procurement,
transport delays, strikes, lawful lock-outs, shortages of labour, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time).
delivery by suppliers) for which we are not responsible. If such events make the delivery or service substantially more difficult or impossible for us and the hindrance is not only of temporary duration, we shall be entitled to withdraw from the
entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the purchaser is prevented from
If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by giving us immediate written notice.
We shall be entitled to make partial deliveries if the partial delivery is usable for the customer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the customer does not incur any significant additional expenses or costs as a result, unless the customer cannot be reasonably expected to accept the delivery or service as a result of the delay.
additional costs, unless we agree to bear these costs.
Partial deliveries at the request of the customer shall only be made if we have expressly agreed to them in advance. Any additional costs arising from the partial delivery shall be borne by the customer. If the ordered goods are redispatched at the request of the customer, the customer shall
at the request of the purchaser, the purchaser shall bear the costs incurred as a result.
If we are in default with a delivery or service or if a delivery or service becomes impossible for us, for whatever reason, our liability for damages shall be limited in accordance with § 7 of these General Terms and Conditions.
§5 Warranty, material defects
The warranty period shall be one year from delivery.
Warranty rights of the purchaser presuppose that the purchaser has duly complied with his obligations to inspect the goods and to give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
The purchaser shall only be entitled to warranty rights for obvious defects if the defects are notified within five days of receipt of the goods. In the case of justified notices of defects, the purchaser shall only be entitled to a replacement delivery of faultless goods. It does not entitle the buyer
not to reduce or withhold the purchase price.
Transport damages can only be processed by us if they have been reported immediately to the carrier and to us in writing. Within 8 days after receipt of the shipment are damage report,
statement of facts, consignment note with confirmation of damage by the carrier and declaration of assignment must be submitted to us. The declaration of assignment must show that the damage is not otherwise claimed by the buyer. Upon delivery, missing packages must be
packages must be confirmed immediately on the consignment note by the carrier and reported to us by telephone and in writing. In the case of material defects of the delivered goods, we are obligated and entitled, within a reasonable period of time, at our discretion, to repair or replace the goods.
entitled. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the customer may withdraw from the contract or reasonably reduce the purchase price.
If a defect is due to our fault, the customer may claim damages under the conditions set out in § 7.
§6 Liability for damages due to fault
Our liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contractual negotiations and tort, shall be limited, insofar as it is in each case a matter of
shall be limited in accordance with the provisions of this § 7.
We shall not be liable in the event of simple negligence on the part of our executive bodies, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations.
Insofar as we are liable for damages on the merits in accordance with § 7 (2), this liability shall be limited to damages which we foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which we should have foreseen by exercising due care.
care. Direct damage and consequential damage resulting from defects in the delivered goods shall only be compensable insofar as such damage is typically to be expected when the delivered goods are used as intended.
The above exclusions and limitations of liability shall apply to the same extent in favor of our corporate bodies, legal representatives, employees and other vicarious agents.
Insofar as we provide information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by us, this shall be provided free of charge and to the exclusion of any liability.
The limitations of this § 7 do not apply to our liability for intentional conduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.
Properly delivered goods will neither be taken back nor exchanged. In exceptional cases, our written consent is required before returning the goods. Returns shall be handled in accordance with the current returns policy (download at www.quiris.de/service/retourenregelung).
§8 Retention of title
All goods delivered by us (goods subject to retention of title) shall remain our property by way of security until all our present and future claims against the customer arising from the supply contract and the business relationship existing with the customer have been satisfied in full.
The customer shall store the goods subject to retention of title for us free of charge.
The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of all secured claims. If third parties gain access to the goods subject to retention of title, in particular by way of seizure, the purchaser shall
of our ownership without delay and inform us of this in order to enable us to enforce our ownership rights. If the third party is not in a position to reimburse us for the court or out-of-court costs incurred in this connection, the customer shall be liable for these costs.
costs incurred by us in this connection, the customer shall be liable for them.
In the event of conduct by the customer in breach of contract, in particular in the event of default in payment, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title (case of realization). The
demand for return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the return of the goods and to reserve the right to withdraw from the contract.
The customer shall be entitled to sell the goods subject to retention of title in the ordinary course of business until the case of realization arises.
the purchaser to us by way of security. The same shall apply to other claims which take the place of the reserved goods or otherwise arise in respect of the reserved goods, such as insurance claims or claims in tort in the event of loss or destruction.
destruction. The customer is revocably authorized by us to collect the claims assigned to us in his own name as long as the customer meets his payment obligations to us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and no other claims have been filed.
insolvency proceedings and there is no other deficiency in his ability to pay. If this is the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all the information required for collection, hands over the relevant documents to us, and informs us of the debtors.
documents and informs the debtor (third party) of the assignment. We shall only be entitled to revoke the direct debit authorization in the event of realization.
We shall release the goods subject to retention of title and the items or claims replacing them at the request of the customer at our discretion if their realizable value exceeds the amount of the secured claims by more than 10 % or the nominal amount by more than 50 %.
the nominal amount.
§9 Place of Performance, Jurisdiction, Applicable Law, Effectiveness, Dates
The place of performance for all obligations arising from the contractual relationship is our registered office in 33334 Gütersloh.
For all disputes arising directly or indirectly from the contractual relationship, our registered office in 33334 Gütersloh shall be the exclusive place of jurisdiction. We shall also be entitled to sue the customer at any other admissible place of jurisdiction.
The contracts concluded between us and the Purchaser shall be governed by the laws of the Federal Republic of Germany to the exclusion of the conflict-of-law rules of private international law and to the exclusion of the Convention on Contracts for the International Sale of Goods (CISG).
(UN Convention on Contracts for the International Sale of Goods).
We point out that we store data from the contractual relationship in accordance with § 28 BDSG for the purpose of data processing and reserve the right to transmit the data to third parties (e.g. logisticians, insurance companies) as far as necessary for the fulfillment of the contract. *
Any invalidity of one or more provisions shall not affect the validity of the remaining provisions.
QUIRIS Healthcare GmbH & Co. KG
Isselhorster Str. 260
Order acceptance/Central office
Telephone: 05241-403 430
fax: 05241-403 4322
Storage and shipping by:
SK Pharma Logistics GmbH
Phone: 05221-55 77 74 0
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