General Terms and Conditions of Business

General Terms and Conditions for the sale of goods through the web shop of Becton Dickinson Rowa Germany GmbH (“Web shop GT&C”)

 

Section 1 General Provisions, Scope of Application, Range of Customers

  1. These General Terms and Conditions of Business shall apply to commercial customers only and not to consumers.
  2. These Web shop GT&C shall exclusively apply; BD Rowa will not recognize and/or accept any customer terms and conditions which contradict or deviate from the below specified terms. Any such customer terms and conditions shall be deemed excluded.
  3. BD Rowa only offers products to commercial customers who have a business location in the United Kingdom and provide a delivery address in the United Kingdom.

Section 2 Registration

  1. The shop products will only be offered to commercial customers. Before placing an order, a customer must register in the web shop and prove his corporate status.
  2. Users are given a separate access code and a password. Users shall treat this access code as confidential and not disclose it for use by third parties. When losing the access code and/or password, users shall notify BD Rowa immediately to lock the access and prevent any misuse.

Section 3 Conclusion of Agreement, Product Illustrations in the Shop

  1. The presentation of the product portfolio and services in the web shop does not constitute a legally binding offer.
  2. By transferring an order electronically to BD Rowa via the web shop, the customer offers a binding contract to BD Rowa to buy the specified products. The customer shall be tied to this offer for one day.
  3. BD Rowa will immediately confirm the order by sending an order confirmation electronically. A legally binding contract will arise as soon as BD Rowa accepts the order.

Section 4 Delivery / Ability to Deliver

  1. BD Rowa shall not be responsible for any delayed or non-delivery if, for reasons for which BD Rowa is not responsible, a sub-supplier fails to supply BD Rowa correctly, punctually, or at all, provided said sub-supplier had an obligation to do so in accordance with an underlying agreement with BD Rowa. BD Rowa shall apply reasonable effort to mitigate the consequences for the customer.
  2. The period of performance shall be extended if unforeseen events outside the control of BD Rowa arise, e.g. operational disruptions, delays in the supply of essential materials (jointly named the “Events”), insofar as it can be proved that such Events have significantly prevented the supply of products and if BD Rowa is not responsible for these reasons. The period of performance shall be extended in accordance with the time in which the Events prevail. BD Rowa shall not be deemed responsible for these reasons giving rise to such Events even if they arise when a delay has already occurred.
  3. Shipping shall always be at the risk of the customer.
  4. BD Rowa shall have the right to make partial deliveries, if their acceptance is not unacceptable for the customer, especially if the remaining part of the delivery is ensured and neither extensive additional expenses nor additional work will occur for the customer, unless BD Rowa accepts to cover the arising costs. Each partial delivery can be separately invoiced.

Section 5 Terms of Payment, Advance Payment, Means of Payment

  1. All prices shall be quoted excluding the applicable value-added tax and shipping costs.
  2. The agreed remuneration shall be paid in advance. If the customer has a credit resulting from web shop vouchers, this shall be deducted from the remuneration payable. No partial and/or full payment in cash or credit resulting from web shop vouchers shall be possible.
  3. As means of payment, BD Rowa accepts credit card and invoice payment. BD Rowa reserves the right not to offer all payment types for all orders. In this case the customer will be informed in his customer profile.
    • When paying by credit card, the amount payable will be immediately debited to the customer’s account after concluding the sales contract. By entering the credit card information into the template of BD Rowa’s save payment provider PAYONE GmbH, Kiel and transferring the information, the invoiced amount will be authorized (debiting the invoice amount). When the agreement is concluded and the credit card details are forwarded to the credit card provider, this shall be deemed as prior authorization and limitation of the credit line of the customer’s credit card account. BD Rowa accepts the following credit card providers:
      • Visa Card
      • MasterCard
      • American Express
    • When choosing the invoice payment, the amount payable is due within 7 days after receiving the ordered goods. BD Rowa reserves the right to activate the invoice payment only for specified customers. Furthermore, BD Rowa reserves the right to conduct a credit check and to refuse the invoice payment if the result is negative.
  4. Goods shall be supplied free of charge in the United Kingdom if the invoiced amount is exceeding 200 £ net.

Section 6 Reservation of Title

BD Rowa reserves the title to the goods supplied until the purchase price has been completely paid.

Section 7 Customer Claims for Defects

  1. Customer claims due to defects shall be limited to 12 months after the purchase.
  2. Number 1 does not apply:
    • if BD Rowa has willfully concealed the defect
    • if BD Rowa has guaranteed a warranty for the quality or durability of the item or service and the defect is covered by this warranty
    • for any damage claims by the customer relating to compensation of injuries to body or health arising from the negligence of BD Rowa. BD Rowa will be liable to the statutory degree for all and any culpable injuries to life, body or health.
    • to any damages claims by the customer based on a grossly negligent breach of duty by BD Rowa or an intentional or grossly negligent breach of duty by the legal representative of BD Rowa or a vicarious agent of BD Rowa
    • for claims based on a culpable breach of the duty of BD Rowa to deliver the subject of performance free of material and legal defects and to obtain legal title to the same.
  3. There shall be no material defect if BD Rowa supplies the customer with a quantity less than ordered and/or a higher-quality product. In the event of supplying a smaller quantity than ordered, the customer shall only have the legal claim to demand the subsequent supply of the missing amount.
  4. The rectification of a defect is not deemed as failed even after an unsuccessful second attempt.

Section 8 Liability

  1. Nothing in this agreement shall restrict or exclude the liability of BD Rowa for death or personal injury caused by its own negligence, or for any other matter which may not be excluded by law.
  2. BD Rowa shall not be liable in contract, tort (including negligence) or otherwise for loss of profit, loss of revenue, loss of business, loss of opportunity, loss of any actual or anticipated saving.
  3. BD Rowa shall not be liable for any indirect or consequential loss, or for loss of profit.
  4. Number 3 does not apply:
    • in the event of deliberate actions or gross negligence by BD Rowa
    • to claims based on a culpable breach of the duty of BD Rowa to deliver the subject of performance free of material/legal defects and to obtain legal title to the same. In this event, BD Rowa will be liable for the foreseeable average loss typical for this type of agreement.
    • if BD Rowa willfully conceals the defect
    • if BD Rowa has guaranteed a warranty for the quality or durability of the item or service and the defect is covered by this warranty.
  5. Subject to clause 1 of this Section 8, BD Rowa’s aggregate liability under these Web shop GT&Cs shall not exceed the purchase price of the goods or services in respect of which such liability arises.

Section 9 Place of Fulfilment and Legal Venue, Severability clause

  1. Insofar as the customer is a merchant, the place of fulfilment of all services is the registered office of BD Rowa.
  2. The legal venue for all disputes relating to this agreement shall be the court responsible at the registered court of BD Rowa
  3. German laws shall apply, with exclusion of its Private International laws and the UN Convention on the International Sale of Goods, even if the customer’s registered office is located abroad.
  4. If a provision is or becomes null and void, the effectiveness of the other provisions will not be prejudiced thereby.

Kelberg, 01.01.2020

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