Terms and Conditions B2B Customers

General Terms and Conditions (B2B)

Convenience translation. Only the German version is legally binding (see clause 2.7: German is the only language available for the conclusion of the contract).

1) Scope

1.1 These General Terms and Conditions (hereinafter "GTC") of Dr. Niedermaier Pharma GmbH (hereinafter "Seller") apply to all contracts for the supply of goods that an entrepreneur (hereinafter "Customer") concludes with the Seller in respect of the goods presented by the Seller in its online shop. The inclusion of the Customer's own terms and conditions is hereby objected to, unless otherwise agreed.

1.2 These GTC also apply exclusively where the Seller, in the knowledge of the Customer's terms and conditions that conflict with or deviate from these terms, carries out delivery to the Customer without express reservation.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity that, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity.

2) Conclusion of contract

2.1 The product descriptions presented in the Seller's online shop do not constitute binding offers on the part of the Seller; rather, they serve as the basis for the submission of a binding offer by the Customer.

2.2 The Customer may submit the offer via the online order form integrated into the Seller's online shop. Having placed the selected goods and/or services in the virtual shopping basket and completed the electronic ordering process, the Customer submits a legally binding contractual offer in respect of the goods and/or services contained in the shopping basket by clicking the button that concludes the ordering process. The Customer may also submit the offer to the Seller by email, fax, post or telephone.

2.3 The Seller may accept the Customer's offer within five days:

• by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), in which case receipt of the order confirmation by the Customer is decisive; or
• by delivering the ordered goods to the Customer, in which case receipt of the goods by the Customer is decisive; or
• by requesting payment from the Customer after the Customer has placed the order; or
• where payment by direct debit is offered and the Customer selects this payment method, by collecting the total price from the Customer's bank account, in which case the time at which the Customer's account is debited is decisive.

Where more than one of the above alternatives applies, the contract is concluded at the point in time at which whichever of the above alternatives occurs first. The period for acceptance of the offer begins to run on the day after the offer is sent by the Customer and ends at the end of the fifth day following the sending of the offer. If the Seller does not accept the Customer's offer within the aforementioned period, this shall be deemed a rejection of the offer, with the consequence that the Customer is no longer bound by its declaration of intent.

2.4 If a payment method offered by PayPal is selected, payment is processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), subject to the PayPal Terms of Use, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or — if the Customer does not have a PayPal account — subject to the Terms for Payments without a PayPal Account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. If the Customer pays by means of a payment method offered by PayPal and selectable during the online ordering process, the Seller hereby already declares acceptance of the Customer's offer at the point in time at which the Customer clicks the button that concludes the ordering process.

2.5 Where an offer is submitted via the Seller's online order form, the text of the contract is stored by the Seller after conclusion of the contract and sent to the Customer in text form (e.g. email, fax or letter) after the Customer has sent the order. The Seller does not make the contract text accessible beyond this. If the Customer has set up a user account in the Seller's online shop before sending the order, the order data is archived on the Seller's website and can be accessed by the Customer free of charge via the password-protected user account by entering the relevant login details.

2.6 Before submitting a binding order via the Seller's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. The browser's zoom function, which enlarges the on-screen display, can be an effective technical means of identifying input errors more easily. The Customer can correct its entries during the electronic ordering process using the usual keyboard and mouse functions until it clicks the button that concludes the ordering process.

2.7 Only the German language is available for the conclusion of the contract.

2.8 Order processing and contact generally take place by email and by automated order processing. The Customer must ensure that the email address it provides for order processing is correct, so that emails sent by the Seller can be received at that address. In particular, where SPAM filters are used, the Customer must ensure that all emails sent by the Seller or by third parties commissioned by the Seller with order processing can be delivered.

2.9 Where the parties have agreed special conditions, these do not, as a matter of principle, apply to concurrent or future contractual relationships with the Customer.

2.10 If the Customer is economically unable to fulfil its obligations towards the Seller, the Seller may terminate existing reciprocal contracts with the Customer by withdrawing from them without notice. This also applies in the event of an application for insolvency by the Customer. Section 321 of the German Civil Code (BGB) and Section 112 of the German Insolvency Code (InsO) remain unaffected. The Customer shall inform the Seller in writing at an early stage of any impending insolvency.

3) Prices and terms of payment

3.1 If a payment method offered via the payment service "Shopify Payments" is selected, payment is processed by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). The individual payment methods offered via Shopify Payments are communicated to the Customer in the Seller's online shop. In order to process payments, Stripe may make use of further payment services, to which special payment terms may apply and to which the Customer may be separately referred. Further information on "Shopify Payments" is available online at https://www.shopify.com/legal/terms-payments-de.

3.2 Unless otherwise stated in the Seller's product description, the prices quoted are net prices to which statutory value added tax is added. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and levies are charged separately where applicable.

3.3 Various payment options are available to the Customer; these are stated in the Seller's online shop.

3.4 If a payment method offered via the payment service "PayPal" is selected, payment is processed via PayPal, whereby PayPal may also make use of the services of third-party payment service providers for this purpose. Insofar as the Seller also offers payment methods via PayPal under which it performs in advance vis-à-vis the Customer (e.g. purchase on account or payment by instalments), it assigns its payment claim to that extent to PayPal or to the payment service provider commissioned by PayPal and specifically named to the Customer. Before accepting the Seller's declaration of assignment, PayPal or the payment service provider commissioned by PayPal carries out a credit check using the Customer data transmitted. The Seller reserves the right to refuse the Customer the selected payment method in the event of a negative check result. If the selected payment method is permitted, the Customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case the Customer can only make payment with debt-discharging effect to PayPal or to the payment service provider commissioned by PayPal. However, even in the event of assignment of the claim, the Seller remains responsible for general customer enquiries, e.g. regarding the goods, delivery time, dispatch, returns, complaints, declarations and returns in connection with withdrawal, or credit notes.

3.5 A payment is deemed to have been received as soon as the equivalent value has been credited to one of the Seller's accounts. In the event of late payment, the Seller is entitled to default interest at a rate of 10 percentage points above the applicable base rate. The Seller's other statutory rights in the event of late payment by the Customer remain unaffected. Where claims are overdue, incoming payments are first applied to any costs and interest and then to the oldest claim.

3.6 Should unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), the Seller is entitled to pass the price increase on to the Customer. This applies, however, only where delivery is, by agreement, to take place later than four months after conclusion of the contract.

4) Delivery and shipping terms

4.1 Goods are delivered by dispatch to the delivery address specified by the Customer, unless otherwise agreed. When processing the transaction, the delivery address stated in the Seller's order processing is decisive.

4.2 The Seller is entitled to make partial deliveries insofar as this is reasonable for the Customer. In the case of permissible partial deliveries, the Seller is also entitled to issue partial invoices.

4.3 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper supply to itself. This applies only where the Seller is not responsible for the non-delivery and has, with due care, concluded a specific covering transaction with the supplier. The Seller will make all reasonable efforts to procure the goods. In the event that the goods are unavailable or only partially available, the Customer will be informed without delay and the consideration refunded without delay.

4.4 The risk of accidental loss and accidental deterioration of the goods sold passes to the Customer as soon as the Seller has handed the item over to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. This applies even where the Seller bears the costs of transport. Transport insurance is arranged only at the Customer's express request and at the Customer's expense.

4.5 In the event that dispatch of the goods to the Customer is delayed for reasons for which the Customer is responsible, the risk passes as soon as notice of readiness for dispatch is given to the Customer. Any storage costs incurred after the passing of risk are to be borne by the Customer.

4.6 Collection in person is not possible for logistical reasons.

5) Force majeure

In the event of force majeure affecting performance of the contract, the Seller is entitled to postpone delivery for the duration of the impediment and, in the case of longer-term delays, to withdraw in whole or in part, without any claims against the Seller arising from this. Force majeure means all events that are unforeseeable for the Seller, or events which — even if they were foreseeable — lie outside the Seller's sphere of influence and whose effects on performance of the contract cannot be prevented by reasonable efforts on the Seller's part. Any statutory claims of the Customer remain unaffected.

6) Delay of performance at the Customer's request

If dispatch or delivery of the goods is delayed at the Customer's request by more than one month after notice of readiness for dispatch, the Customer may be charged storage fees of 0.5% of the purchase price for each additional month commenced, up to a maximum total of 5% of the purchase price. Either contracting party remains free to prove that the actual loss was higher or lower.

7) Retention of title

7.1 The Seller retains title to the delivered goods until the purchase price owed has been paid in full. The Seller further retains title to the delivered goods until all of its claims arising from the business relationship with the Customer have been satisfied.

7.2 In the event of processing of the delivered goods, the Seller is deemed to be the manufacturer and acquires title to the newly created goods. If processing takes place together with other materials, the Seller acquires title in the ratio of the invoice value of its goods to that of the other materials. If, in the event of the Seller's goods being combined or mixed with an item belonging to the Customer, that item is to be regarded as the principal item, co-ownership of the item passes to the Seller in the ratio of the invoice value of the Seller's goods to the invoice value or, in the absence thereof, the market value of the principal item. In these cases the Customer is deemed to be a custodian.

7.3 The Customer may neither pledge items subject to retention of title or reservation of rights nor transfer them by way of security. Resale in the ordinary course of business is permitted to the Customer only in its capacity as a reseller and on condition that the Customer has effectively assigned to the Seller its claims against its own purchasers in connection with the resale and that the Customer transfers title to its purchaser subject to payment. By concluding the contract, the Customer assigns to the Seller, by way of security, its claims against its purchasers in connection with such sales, and the Seller simultaneously accepts this assignment.

7.4 The Customer must notify the Seller immediately of any third-party access to goods owned or co-owned by the Seller or to the assigned claims. It must immediately remit to the Seller any amounts assigned to the Seller which it has collected, insofar as the Seller's claim is due.

7.5 Insofar as the value of the Seller's security rights exceeds the amount of the secured claims by more than 10%, the Seller will, at the Customer's request, release a corresponding portion of the security rights.

8) Liability for defects / warranty

If the purchased item is defective, the provisions of the statutory liability for defects apply. By way of derogation from this, the following applies:

8.1 Claims for defects do not arise in the case of natural wear and tear or damage arising after the passing of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, or damage arising due to special external influences not assumed under the contract. If improper modifications or repair work are carried out by the Customer or by third parties, no claims for defects exist in respect of these and their consequences either, unless the Customer can prove that the defect complained of was not caused by these modifications or repair works.

8.2 For new goods, the limitation period for claims for defects is one year from delivery of the goods. For used goods, claims for defects are excluded.

8.3 The limitations of liability and reductions of the limitation period set out above do not apply:

• to items which, in accordance with their customary use, have been used for a building and have caused its defectiveness,
• to claims of the Customer for damages and reimbursement of expenses,
• where the Seller has fraudulently concealed the defect, and
• to the right of recourse under Section 445a of the German Civil Code (BGB).

8.4 In the event of subsequent performance, the Seller has the right to choose between rectification of the defect and replacement delivery.

8.5 If a replacement delivery is made within the scope of liability for defects, the limitation period does not start afresh.

8.6 If subsequent performance has taken place by way of replacement delivery, the Customer is obliged to return the goods delivered first to the Seller within 30 days. The return package must state the reason for the return, the Customer's name and the number assigned to the purchase of the defective goods, enabling the Seller to allocate the returned goods. For as long as and to the extent that allocation of the return is not possible for reasons for which the Customer is responsible, the Seller is not obliged to accept returned goods or to refund the purchase price. The costs of a renewed dispatch are borne by the Customer.

8.7 If the Seller delivers a defect-free item for the purpose of subsequent performance, the Seller may claim compensation for use from the Customer pursuant to Section 346 (1) of the German Civil Code (BGB). Other statutory claims remain unaffected.

8.8 If the Customer acts as a merchant within the meaning of Section 1 of the German Commercial Code (HGB), it is subject to the commercial duty to examine the goods and give notice of defects pursuant to Section 377 HGB. If the Customer fails to comply with the notification obligations set out therein, the goods are deemed to have been approved.

9) Liability

The Seller is liable to the Customer for damages and reimbursement of expenses under all contractual, quasi-contractual and statutory claims, including claims in tort, as follows:

9.1 The Seller is liable without limitation on any legal ground:

• in cases of intent or gross negligence,
• in the event of intentional or negligent injury to life, body or health,
• on the basis of a warranty promise, insofar as nothing to the contrary is provided in this respect,
• on the basis of mandatory liability, such as under the German Product Liability Act.

9.2 If the Seller negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless liability is unlimited pursuant to the preceding clause. Material contractual obligations are obligations which the contract imposes on the Seller according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the Customer may regularly rely.

9.3 In all other respects, liability on the part of the Seller is excluded.

9.4 The above liability provisions also apply with regard to the Seller's liability for its vicarious agents and legal representatives.

10) Limitation period

Claims of the Customer against the Seller — with the exception of the claims governed under the heading "Liability for defects / warranty" — become time-barred one year after the Customer becomes aware of the facts giving rise to the claim, but at the latest five years after performance of the service, unless liability is unlimited pursuant to the preceding clause.

11) Retention, assignment

11.1 Rights of retention and rights to refuse performance on the part of the Customer are excluded, unless the Seller does not dispute the underlying counterclaims or these have been established by a final and binding court decision.

11.2 Assignment by the Customer of claims arising from the contract concluded with the Customer, in particular assignment of any claims of the Customer for defects, is excluded.

12) Applicable law, place of jurisdiction

12.1 All legal relationships between the parties are governed by the law of the Federal Republic of Germany, to the exclusion of the laws on the international sale of movable goods.

12.2 If the Customer acts as a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the Seller's place of business. If the Customer has its registered office outside the territory of the Federal Republic of Germany, the Seller's place of business is the exclusive place of jurisdiction for all disputes arising from this contract where the contract or claims arising from the contract can be attributed to the Customer's professional or commercial activity. In the above cases, however, the Seller is in any event entitled to bring proceedings before the court at the Customer's registered office.