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GENERAL TERMS AND CONDITIONS OF MT.DERM GmbH
<br />I, GENERAL II Our deliveries and services shat( be carried out exclusively on [he basis of the following terms and conditions, which shall become
<br />the content of the individual contracts. 121 Even if not explicitly rejected, none of the Buyer's deviating terms and conditions shall constitute part of
<br />the contract. 131 MTDERM's written confirmation of an order or its provision of a delivery and service together with its unconditional acceptance by
<br />the Buyer shall suffice for the inclusion of these GTC in the respective contractual relationship. (4) General terms and conditions of business of the
<br />Buyer conflicting with or deviating from MT.DERM s terms and conditions shall only apply if MT.DERM expressly consents to them in writing.
<br />II. ORDER PLACEMENT 111 MT.DERM's offers shall he binding for a period of 4 weeks unless othervase slated. (2) A delivery contract shall only
<br />materialise upon our written order confirmation, which shall be decisive regarding the content and scope of the delivery, or if MT.DERM has sent the
<br />goods to the Buyer with an invoice.
<br />III. PRICES 111 Prices are net ex works (i.e. excluding customs duties and charges) plus transport and packaging costs. (2) Prices are non-binding
<br />until the invoice is Issued.
<br />IV. PAYMENT I I I The purchase price shall be paid in advance, unless other payment terms have been agreed. 121 Any default Interest shall he char-
<br />ged at the usual bank interest rate, but with at least eight percent P. a. above the respective base interest rate of the European Central Bank. 131 Pay-
<br />ment instructions, cheques and bills of exchange shall only accepted as payment after special agreement and laking into account all collection and
<br />discount charges. (4) In the event of export, all bank and letter of credit charges shall be borne by the Buyer. 151 Offsetting by the Buyer may only take
<br />place If its counterclaims are legally binding and indisputably acknowledged by MT.DERM. 16111 doubt arises concerning the Buyer's creditworthiness,
<br />all MT.DERM's outstanding claims shall immediately fall due and payable. In such cases, MT.DERM shall be entitled to withdraw from the contract
<br />immediately at to demand compensation from the Buyer for non-performance.
<br />V. DELIVERY TIME U I Delivery dates and delivery periods are not binding. 121 Delivery periods shall begin on the date of order confirmation, but not
<br />before the Buyer has fulfilled any advance payment obligations. 131 They shall end on the day when the goods leave the factory or readiness for des-
<br />patch is communicated. 141 The delivery period shall be extended In the event of a force majeure event. 151 MT.DERM may withdraw from the contract
<br />concluded if production is slopped or the performance of the contract Is rendered unreasonable in the event al force majeure. 161 The Buyer shall be
<br />informed of the start and end of such impediments as soon as possible. 171 In the event of a breach of contract on the Buyer's part, MT.DERM shall
<br />be released from its obligation to deliver. 181 MT.DERM shall be entitled to make partial deliveries.
<br />VI, SHIPPING AND TRANSFER OF RISKS (1) Delivery shall be ex works at the Buyer's expense and risk (Incoterms 2010 EXW cumsel. 12) If the delay
<br />In shipping is attributable to the Buyer, the risk shat[ be deemed to have passed to the Buyer on the day when the shipment Is ready for shipment.
<br />131 MT DERM shat( have the right to store the goods at the Buyer's expense and risk, whereby the date of storage shall constitute the delivery dale,
<br />141 In the event of transport damage, the Buyer shall immediately cause a factual report to be drafted.
<br />VII. DATA PROTECTION (1) MT.DERM is expressly entitled to process and store the Setter's data for Its own purposes. 121 This consent may be re-
<br />voked at any time for future processing. (3) Data cannot be deleted.
<br />VIII. RETENTION OF TITLE 111 The delivered goods shall remain MT,DERM's properly until all claims (including claims for damages) have been
<br />satisfied in full. (2) The goods may not be pledged or assigned as security before final payment without MT.DERMs consent. 131 The Buyer may re-
<br />sell the reserved goods in the normal course of business, but shall assign to MT.DERM at[ claims arising out of the resale of the reserved goods.
<br />141 If the Buyer fails to fulfil its payment obligation to MT.DERM, MTDERM may revoke the authorization granted and enforce the security Interest.
<br />151 If the Buyer combines goods subject to reservation of title with other goods. MT.DERM shalt he entitled to joint ownership of the new goods, In pro-
<br />portion to the relationship between the accounting value of the goads subject to reservation of title and the accounting value of the other used goods.
<br />161 Drawings, drafts, samples, manufacturers instructions and other documents made available to the Buyer for the orders execution shall remain
<br />MT.OERM's property. (7) These drawings, drafts, samples, manufacturers instructions and other documents may only he used, reproduced or made
<br />available to third parties for purposes other than those agreed in the contract with MT.DERMs express written consent. 181 The Buyer shall return
<br />drawings, drafts, samples, manufacturer's instructions and other documents at its own expense within fourteen working days after completion of
<br />the evaluation and after the order has been placed. (9) Otherwise the Buyer shall be invoiced for samples and product samples at the current price.
<br />A right of retention on the Buyer's part is excluded in this respect.
<br />X. WARRANTY 111 MT.DERM warrants that the contractual products are free from defects in material and workmanship for a period of two years
<br />from the date of transfer of risk. 121 The Buyershali report patent defects in the delivered goods and incorrect deliveries to MT.DERM in writing within
<br />three days of the goods' receipt at the destination, and talent defects upon their discovery, (3) If the Buyer fails to give notice of defects In due time,
<br />the goods shat( he deemed accepted by the Buyerand warrantyclalms shall be excluded in this case. The Buyer shall only send the goods complained
<br />about to our complaints department for inspection after prior approval by MT.DERM together with the inspection report in the original packaging.
<br />141 If the complaint isjustified, a replacement delivery or rectification of defects shalt be carried out free of charge. 151 In the event of a replacement
<br />delivery, the Buyershall return the defective goods. 161 The Buyer may exercise Its statutory warranty rights If a repairor replacement delivery proves
<br />Impossible or unacceptable. 171 The above provisions shall not apply to damage caused as a result of improper use, improper maintenance, incorrect
<br />use., assembly, repairor maintenance by the Buyer or third parties or through natura[ wear and tear.
<br />X. QUANTITY DIFFERENCES 111 Complaints due to quantity differences shall be reported In writing immediately, at the latest within three working
<br />days of the goodsreceipt at the destination. 121 If there was a delivery shortfall, a subsequent delivery shalt he made or a credit note for the value of
<br />the missing quantity shalt be issued.
<br />XI. RESALE FOR EXPORT (1) If the goods are resold for export, the Buyer shall ensure that the new and any additional buyers receive all the user
<br />manuals and operating instructions pertaining to the purchased goods and the quality Labels and trademarks assigned to it, as well as information
<br />about known characteristics of the goods. 121 The Buyer shalt cause translations to be made if required. (31 The Seller shall he responsible for al.[
<br />legal and other deviations with respect to the conditions in the Federal Republic of Germany.
<br />XII. LIABILITY (11 MT.DERM shalt be liable for intentional acts and gross negligence as well as for breaches of a material contractual obligation.
<br />121 Liability shall be limited to Legal representation and executive vicarious agents. 13) Liability for acts of non-executive vicarious agents is excluded.
<br />(41 MT.DERM shalt be Liable in the event of an intentional breach of obligations which is decisive for the performance of the contract (breach of a
<br />material contractual obligation) and which is not foreseeable and typical for the contract, 151 MT.DERM shalt not he Gable for initial impossibility or
<br />for normal and slight negligence on the part of its organs and executive staff. (61 Claims for compensation shall lapse one year from the start of the
<br />statutory brimlation period. 17) This does not apply to claims in tort.
<br />XIII. FINAL PROVISIONS (1) Berlin shall be the place of performance for delivery and payment. (21 German Law shat[ apply, with the express exclusi-
<br />on of the UN Convention on Contracts for the International Sale of Goods. 131 Berlin shalt be the exclusive place ofjurisdiction. 141 Changes to the GTC
<br />shalt be made in writing. (5) If individual provisions of these GTC are or become invalid, this shall nod affect the validity of the remaining pro
<br />161 In this event, the contracting parties shall cooperate in the creation of provisions through which a result that comes as close as possible to the
<br />ineffective provision shall become Legally effective.
<br />MT.DERM GmbH Gustav-Krone-Str. 3 14167 Berlin I Germany
<br />Berlin, 3016 April 2018
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