Terms and Conditions

Our terms and conditions

General delivery terms of Una Diagnostik GmbH dated March 01, 2022.

1. Applicability

(1) For all delivery contracts between us and our customers, insofar as they are entrepreneurs within the meaning of § 14 BGB, legal entities under public law or special funds under public law, only the following General Delivery Conditions shall apply. The customer acknowledges these conditions at the latest by placing an order or by accepting the delivery. Contradictory or deviating terms and conditions of the customer are not recognized. In business relationships, the customer acknowledges the currently valid General Terms and Conditions of Una Diagnostik & Pharma GmbH as binding. The General Terms and Conditions apply in their version valid at the time of the binding order.

(2) Oral collateral agreements shall only become binding upon our written confirmation.

2. Conclusion of Contract

(1) Our offers are non-binding. The contractual offer is only made upon order placement by the customer, which can also be done through electronic data transmission. A contract is only concluded upon issuance of our written order confirmation or upon delivery. The content of the contract, especially the scope of services, is solely determined by our order confirmation. Contractual amendments and supplements require our written confirmation.

(2) For hazardous substances and other materials subject to special legal or regulatory requirements regarding their distribution or use, the order placement is considered as confirmation by the customer that they intend to use these goods only in a lawful manner. Una Diagnostik & Pharma GmbH is entitled to request proof from the customer before delivery. Una Diagnostik & Pharma GmbH shall not be in default of delivery until receipt of the proof. If the customer fails to provide the proof promptly, they shall be in default of acceptance.

3. Price

Our prices are quoted in EURO and are subject to additional charges for 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 ordering shall be binding. All prices are based on cost factors at the time of ordering or order confirmation. In the event of significant increases in labor or material costs thereafter, incurred by us or our suppliers, resulting in a significant increase in our purchase prices or costs, we are entitled to demand immediate negotiations with the customer regarding a price adjustment, unless the price has been expressly confirmed as fixed. If an agreement is not reached within a reasonable period, we are released from our obligation to deliver with respect to outstanding deliveries and are entitled to withdraw from the contract to that extent.

4. Delivery and Shipping

(1) Delivery dates are subject to individual agreements. A delivery deadline is considered met if the goods are handed over for transportation or if readiness for dispatch has been established and communicated. Partial deliveries are permissible as far as reasonable for the customer. We are entitled to deliver before an agreed-upon deadline. If, after the conclusion of the contract, we are prevented from fulfilling our delivery obligation in a timely manner due to force majeure, natural disasters, labor disputes, government intervention, supply difficulties, transportation disruptions, operational disruptions, delayed delivery by our suppliers, or similar reasons that become apparent to us only after the contract is concluded, we are not responsible for this and our delivery obligation is suspended for the duration of the hindrance and to the extent of its effect. If this is unreasonable for the customer, they are entitled to withdraw from the contract after the expiration of a reasonable period set by them. Claims for damages or reimbursement are excluded. If we have performed partial delivery, the customer can only withdraw from the entire contract if they have no interest in the partial delivery. In case of delivery delays attributable to the customer, agreed delivery deadlines and dates shall be extended or postponed accordingly.

(2) If the goods are sent to the customer at their request, the risk of accidental loss and deterioration of the goods passes to the customer upon delivery of the goods to our shipping agent, but at the latest upon leaving our warehouse, regardless of whether the shipment is made from the place of performance and who bears the freight costs. If delivery is delayed for reasons attributable to the customer, the transfer of risk occurs upon notification of readiness for dispatch. The method and route of shipment are determined by us. We are not obligated to insure the shipment.

5. Acceptance of Goods and Return of Transport Containers and Packaging Materials

(1) Shipments whose exterior suggests damage to the contents may only be accepted with reservation of claims for damages against the transport company. If the customer discovers breakage upon opening a shipment, a representative of the transport company must be immediately summoned, and a certificate of damage must be issued in conjunction with them.

(2) The customer must ensure, through appropriate arrangements, that the goods can be delivered at any time and are protected from unauthorized access, even when no recipient is present.

(3) Insofar as we use our own transport containers and packaging materials for shipping, these are loaned to the customer, to be handled with care, promptly emptied, and returned to our shipping agent at the latest upon our next delivery; they may only be used in the trade between us and the customer. For loaned transport containers and packaging materials that we have not received back, the customer is required to reimburse us for our cost price.

6. Payment

(1) We deliver within Germany on invoice from our warehouse, payable within 5 days without deductions upon receipt of goods, for new customers by agreement. The date of payment shall be the day of credit to our account. For customers with a registered office abroad, we generally only deliver against advance payment.

(2) Our shipping agents are only authorized to accept cash or cashier’s checks if they have receipts or receipt authorizations issued by us.

(3) Unless otherwise agreed, the customer is in default of payment no later than 5 days after the invoice date and receipt of the invoice or an equivalent statement of account without reminder. If the timing of receipt of the invoice or statement of account is uncertain, the customer is in default no later than 5 days after the invoice date and receipt of our delivery. In the event of the customer’s default in payment, we are entitled to demand default interest at a rate of 8 percentage points per annum above the base rate. The assertion of further damages is not excluded.

(4) If it becomes apparent after the conclusion of the delivery contract that our claim for payment is jeopardized by the customer’s lack of performance capability, we are entitled to demand immediate security or cash payment without any deduction for all delivered and unpaid goods, and for all goods yet to be delivered, advance payment or cash payment. If the customer does not comply with our security or payment request in a timely manner, we are entitled to withdraw from all delivery contracts with the customer. In the case of delivery against advance payment or cash payment according to sentence 1, we waive all security rights under § 7 regarding the delivered goods.

7. Retention of Title

(1) We reserve the right to ownership of the delivered goods until full payment of all current and future claims arising from the business relationship with the customer. This also applies to goods delivered directly to the customer by third parties on our behalf 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 acknowledgment, does not cancel the retention of title. The customer is authorized to dispose of the goods subject to retention of title in the ordinary course of business. They are obliged to adequately insure them against theft, breakage, fire, water, and other damages. The customer must immediately notify us of any third-party interference with our reserved goods. They are obligated to inform the third party about our retention of title rights.

In case of third-party access to the reserved property, the customer must notify us immediately. The customer bears all costs necessary to remove the access and to recover the goods supplied by us, if the third party does not reimburse these costs.

8. Guarantee

(1) The customer is obligated to promptly inspect the delivered goods upon receipt for conformity with the contract and to notify us of any visible defects, shortages, or incorrect deliveries immediately upon receipt, and any defects, shortages, or incorrect deliveries that become apparent later, immediately upon recognition, with a precise description of the complaints, specifying the date and number of the relevant delivery note in writing. If the customer fails to make a timely and formal notification, the goods are deemed accepted, unless they involve shortages or incorrect deliveries that deviate significantly from the order in such a way that we must consider the customer’s approval as excluded. The examination of the delivered goods for defects is a genuine legal obligation of the customer. The customer must indemnify us from any liability for damages incurred by the customer or third parties due to the violation of this obligation to inspect. The disputed goods must be returned promptly and properly packaged. We do not accept complaints from third parties.

(2) Our warranty for defects in material is limited to the delivery of defect-free replacement goods. If the replacement delivery fails, the replacement delivery is unreasonable for the customer, or we seriously and definitively 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, especially by opening seals and seals, all warranties are excluded.

(3) All claims arising from the defectiveness of the goods, including any claims for damages, expire within one year from the delivery of the goods, except in cases of intent. This also applies to any competing claims for identical compensation arising from non-contractual liability. (4) The provisions of §§ 478, 479 of the German Civil Code (BGB) remain unaffected.

9. Liability

(1) We are liable for damages regardless of the legal basis only in cases of intent or gross negligence on the part of our officers or agents. This limitation of liability does not apply to the violation of material contractual obligations, unless it concerns liability for defects in material. In the event of a violation of material contractual obligations, liability is limited to typical foreseeable damages. Material contractual obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on which the contracting party can regularly rely.

(2) For the limitation period of claims for damages outside the scope of application of § 8, § 8 paragraph 3 applies accordingly.

(3) Liability for damages arising from a guarantee assumed by us, as well as liability under the Product Liability Act, the Medicinal Products Act, and other mandatory statutory liability provisions, remain unaffected by the foregoing provisions. The same applies to liability for damages resulting from the infringement of life, body, or health.

(4) If we or our shipping agent, as a courtesy, accept goods, documents, and other items as additional packages from the customer for further transportation to third parties or from third parties for further transportation to the customer, any liability for negligence is excluded for us and our shipping agent in this regard. The customer’s obligation to provide evidence of the transfer and contents of the additional package can only be fulfilled by documents.

10. Repurchase and Purchase of Goods and Packaging Materials

Whether we repurchase or purchase goods and packaging materials delivered by us or by third parties, and under what conditions, is at our discretion. Section 5 paragraph 3 as well as the provisions of the Packaging Ordinance and the Operating Regulations for Pharmaceutical Wholesale Businesses remain unaffected.

11. Rights to Documents

We expressly reserve all rights to illustrations, drawings, calculations, terms, and other documents that we have provided to the purchaser.

12. Data Protection

(1) We collect, store, or transmit personal data only to the extent necessary to fulfill our business purposes in accordance with 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 reporting agencies, as well as probability values.

13. Place of Performance and 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 is 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 is also entitled to sue the customer at their general place of jurisdiction.

German law applies, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). This jurisdiction agreement also applies if the customer does not have a general place of jurisdiction in the country.