General Catalogue 2023 DIGITAL

416 EDUARD GERLACH · Baeckerstraße 4-8 · 32312 Luebbecke · Germany · Phone +49 5741 / 330-0 · Fax +49 5741 / 330-400 Trade register: HRB 7907 | Register court: Amtsgericht (district court) Bad Oeynhausen · Managing directors: Jobst-Peter Gerlach-von Waldthausen, Timor Gerlach-von Waldthausen General Terms of Sale and Delivery for clients of Eduard Gerlach GmbH residing in Germany (2021) 1. General 2. Offers 3. Prices 4. Payment terms 5 Setoff, right of retention 6. Delivery times 7. Shipping 8. Delivery volumes 9. Data protection 10. Creditworthiness 11. Credit assessment; SCHUFA notice 12. Material defect claims and claims for damages and withdrawal due to other breaches of duty 13. Statute of limitations for material defect claims 14. Right of withdrawal 15. Liquidated damages due to breach of duty by the buyer 16. Retention of title 17. Replacement units 18. Disposal of waste electrical equipment 19. Place of performance, place of jurisdiction, choice of law 1. General The distribution of GEHWOL products is exclusively reserved for specialized trade (entrepreneurs in the sense of § 14 BGB (Civil Code)) such as podiatry practices, foot care practices, pharmacies and specialized drugstores. Opening a client account is possible only with appropriate proof of activity or a certificate of training. A delivery to consumers in the sense of § 13 BGB is therefore excluded. The following General Terms of Sale and Delivery shall apply exclusively to the delivery of our products, unless otherwise agreed in writing or confirmed by us. These Terms apply to all our business transactions. Contradictory, different and/or more extensive general terms and conditions of our contractual partners are not recognized. Their validity is expressly excluded. Silence on our part upon the sending of general terms and conditions of the buyer shall not be deemed as consent to the inclusion of the general terms and conditions of the buyer. Our Terms of Sale and Delivery in their currently valid version shall, insofar as they have been effectively agreed upon once, also become part of all future contracts in the case of ongoing business relations, without the need for any further express reference in individual cases, even if these Terms should exceptionally be inapplicable to individual transactions in whole or in part because deviating agreements have been made for these transactions. For transactions and sales to foreign countries, the international sales conditions for clients not resident in Germany apply. 2. Offers Our offers are subject to change. We are bound to verbal agreements only after further written confirmation. Declarations by our employees, travellers or sales representatives require our written confirmation to be effective. 3. Prices The prices in our catalogue are not binding. Unless otherwise agreed in writing, only the prices on the date of the order shall apply. The validity of the prices expires with the publication of the new prices. All our prices are net prices and are exclusive of statutory value added tax. For orders placed via our Internet shop, the prices stated there at the time of the order shall apply. The final price indicated in the "Checkout" menu shall be decisive, taking into account any surcharges (e.g., small quantity surcharge, shipping costs) or deductions (e.g., discounts) indicated there. 4. Payment terms The following conditions apply to the payment of our invoices: Prepayment or direct debit: 3% discount Payment within 8 days from date of invoice or cash on delivery: 2% discount Payment within 30 days from date of invoice: without deduction Repairs including required spare parts as well as other delivered spare parts are payable immediately: without deduction Bills of exchange and checks are accepted, if at all, only on account of performance and subject to the possibility of discounting. All expenses incurred are to be borne by the buyer, as well as bank charges and expenses in the event of non-redemption of bank debits. In these cases, previously credited cash discount amounts will be charged back. Acceptance of a bill of exchange after maturity or rollover shall not constitute a deferral. We reserve the right to return bills of exchange or checks at any time. If the buyer defaults on a payment, we are entitled to charge interest on arrears of 9% p.a. plus the statutory base interest rate (§ 247 para. 1, sentence 1 BGB) from the date of default and to charge reminder fees of 5 euros for each reminder without further evidence. We reserve the right to claim higher damages for delay in individual cases. If the buyer fails to meet his payment obligations or allows a bill of exchange or check to be protested or if other circumstances become known which make the fulfilment of the buyer‘s liability to us appear to be at risk, all of our claims based on deliv- eries made shall become due immediately, regardless of any payment agreements previously made. Any outstanding deliveries by us to the Buyer may then be made by us on a cash-on-delivery basis or may be made dependent on the provision of suitable collateral, and our obligation to deliver is suspended until it is provided. The buyer is also entitled to pay in advance instead of a suitable security deposit. If the required security is not provided before the expiry of one week, we may with- draw from the contract. If partial payments have been agreed, the respective remaining amount is due immediately if the buyer is more than 7 days in arrears with an instalment. Payments to third parties, in particular to commercial agents or travellers, will not be recognized unless these persons are expressly authorized to collect. 5. Setoff, right of retention Offsetting against our claims is only permissible with undisputed or legally established claims of the buyer, insofar as the counterclaim does not arise from the same contractual relationship. The right of retention due to other claims of the buyer against us not arising from the same contractual relationship is excluded. 6. Delivery times a) The specification of delivery periods is subject to change unless an express agreement on a fixed date has been made in writing. Furthermore, our delivery periods are subject to self-supply, the possibi- lity of delivery and interim sales. The delivery period shall commence on the date of acceptance of the order by us, but not before complete clarification of all details of execution. b) The delivery period shall be deemed to have been met with the timely notification of readiness for dispatch if dispatch is impossible for us through no fault of our own. The day of delivery shall be the day of dispatch, in case of agreed collection the day of dispatch of the notification of readiness for dispatch. If we exceed a non-binding delivery date or a non-binding delivery time for ordered goods by more than 30 days, the buyer has the right to set us a reasonable grace period in writing. With such reminder, we are put in default. c) In the event of delays in delivery due to force majeure, riots, disputes, lockouts, or operational disruptions for which we are not responsible, including at our suppliers, the performance period shall be extended by the period until the disruption has been remedied, insofar as the disruption has an influence on the manufacture or delivery of the delivery item. We shall inform the buyer of the begin- ning and end of such obstacles as soon as possible. In case of permanent operational disruptions for which we are not responsible, which also includes the case that we are not supplied by our upstream suppliers through no fault of our own, both the buyer and we shall have the right to withdraw from the contract in whole or in part to the exclusion of any claims for compensation. Operational disruptions are permanent if they last at least two months. d) Claims for damages against us from the point of view of delay in delivery can only be asserted under the conditions of the following points 12 c) to e). 7. Shipping Delivery shall be made at our discretion by a usually suitable means of transport and for the account of the buyer plus packaging and insurance costs, unless otherwise stated in our respective valid price list. Transport insurance will only be taken out at the express request of the buyer. Deliveries are always made at the risk of the buyer - even if we bear the freight costs - unless we carry out the transport with our own vehicles and our own personnel and the damage is not caused by third parties. Any claims for damages against us arising therefrom shall be governed by the provisions under item 12 c) to e) of these Terms. The risk shall pass to the buyer when the goods are handed over to the post office, the parcel service, the forwarding agent, or the carrier, but at the latest when the goods leave the factory or warehouse. This also applies in particular to sales for which CIF, CFR, FAC, FAS or FOB has been agreed. For deliveries abroad, the separately stated shipping conditions apply. 8. Delivery volumes Deviations between the order and the delivery with regard to weight, number of pieces and dimen- sions are permitted to an extent of up to 10% both with regard to the entire delivery as well as with regard to a part of the delivery, insofar as the packaging sizes or packaging units used by the company Eduard Gerlach GmbH do not allow an exact execution of the order. Excess or short quantities will be taken into account accordingly when invoicing. Objections can only be raised in writing within 8 days after receipt of the delivery. The return of an excess delivery is only possible insofar as only complete packaging units are returned. 9. Data protection All personal data of our clients are treated confidentially as a matter of principle. The data is only stored and passed on to affiliated companies if this is necessary for the processing of orders placed and the maintenance of the resulting client relationship. Further details, including the client‘s rights to information, correction, blocking or deletion of his data stored by us, are governed by a separate data protection statement, which is part of these General Terms. Clients of our internet shop must agree to the data protection statement as part of their order in addition to these GTC. 10. Creditworthiness Eduard Gerlach GmbH reserves the right, after the result of a credit assessment (see 11.), to exclude certain types of payment, not to accept the client‘s order or to refuse performance according to § 321 BGB (German Civil Code), as far as the purchase price claim of Eduard Gerlach GmbH is at risk. 11. Credit assessment; SCHUFA notice The client agrees that Eduard Gerlach GmbH transmits his data, which he makes available to Eduard Gerlach GmbH in the context of the purchase initiation and the handling of the purchase contract (personal data), to SCHUFA Holding AG, Kormoranweg 5, 65201 Wiesbaden, for the purpose of credit assessment. Irrespective of this, Gerlach also transmits data to SCHUFA on the basis of non-con- tractual conduct (e.g., amount of claim after termination in the case of an undisputed claim). Until the final settlement of the business relationship, but in particular for the duration of an instalment payment agreement, Eduard Gerlach GmbH may also receive information about this. According to the Federal Data Protection Act, these reports may only be made to the extent that this is permissible after weighing up all the interests concerned. SCHUFA stores and transmits data for creditworthiness inquiries to its contractual partners in the EU. SCHUFA‘s contractual partners are primarily credit institutions and credit card and leasing companies. In addition, SCHUFA also provides information to commercial, telecommunications and other companies that provide services and supplies against credit. SCHUFA discloses address data for debtor identification purposes. When providing information, SCHUFA may additionally provide its contractual partners with a probability value calculated from its database to assess the credit risk (score procedure). The data will only be made available if a justified interest in it has been credibly demonstrated. The client may obtain information about the data stored by SCHUFA regarding the client‘s person from SCHUFA. Further information on the SCHUFA information and score T E R M S A N D C ON D I T I ON S OTHER INFORMATION