Terms and Conditions B2B Customers

1) Scope

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

1.2 These General Terms and Conditions shall also apply exclusively if the Seller carries out the delivery to the Customer without special reservation in the knowledge of conditions of the Customer that conflict with or deviate from these General Terms and Conditions.

1.3 An entrepreneur within the meaning of these General Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his or her 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, but serve to submit a binding offer by the Customer.

2.2 The customer can submit the offer via the online order form integrated into the seller's online shop. After placing the selected goods and/or services in the virtual shopping cart and completing the electronic ordering process, the customer submits a legally binding contractual offer for the goods and/or services contained in the shopping cart by clicking the button that completes the ordering process. Furthermore, the customer can 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 e-mail), whereby the receipt of the order confirmation by the customer is decisive, or
• by delivering the ordered goods to the customer, whereby the receipt of the goods by the customer is decisive, or
• by requesting payment from the customer after placing his order, or
• if payment by direct debit is offered and the customer chooses this payment method by debiting the total price from the customer's bank account, whereby the time at which the customer's account is debited is decisive.

If several of the aforementioned alternatives exist, the contract is concluded at the time one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the offer is sent by the customer and ends on the expiry of the fifth day following the dispatch 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 their declaration of intent.

2.4 If a payment method offered by PayPal is selected, payment processing will be carried out via the payment service provider PayPal (Europe) S.à rl et Cie, SCA, 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 and conditions for payments without a PayPal account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full . If the customer pays using a payment method offered by PayPal that can be selected during the online ordering process, the seller hereby declares acceptance of the customer's offer at the time the customer clicks the button that completes the ordering process.

2.5 When submitting an offer via the Seller's online order form, the contract text will be saved by the Seller after the contract has been concluded and sent to the Customer in text form (e.g., email, fax, or letter) after the order has been sent. The Seller will not make the contract text available beyond this time. If the Customer has set up a user account in the Seller's online shop before submitting their order, the order data will be archived on the Seller's website and can be accessed free of charge by the Customer via their password-protected user account by entering the corresponding login data.

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. An effective technical means for better detection of input errors can be the browser's zoom function, which enlarges the display on the screen. During the electronic ordering process, the Customer can correct their entries using standard keyboard and mouse functions until they click the button that completes the order process.

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

2.8 Order processing and contact are generally carried out via email and automated order processing. The customer must ensure that the email address provided for order processing is correct, so that emails sent by the seller can be received at this address. In particular, when using spam filters, the customer must ensure that all emails sent by the seller or third parties commissioned by the seller to process the order can be delivered.

2.9 If the parties have agreed on special conditions, these shall generally not apply to concurrent and future contractual relationships with the customer.

2.10 If the Customer is financially unable to fulfill its obligations to the Seller, the Seller may terminate existing exchange contracts with the Customer without notice by withdrawing from the contract. This also applies if the Customer files for insolvency. Section 321 of the German Civil Code (BGB) and Section 112 of the German Insolvency Code (InsO) remain unaffected. The Customer will notify the Seller in writing in a timely manner of any impending insolvency.

3) Prices and payment terms

3.1 If you select a payment method offered via the "Shopify Payments" payment service, payment processing will be carried out 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 will be communicated to the customer in the seller's online shop. Stripe may use other payment services to process payments, for which special payment terms may apply, to which the customer may be informed separately. Further information on "Shopify Payments" can be found 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, subject to statutory value-added tax. Packaging and shipping costs, loading, insurance (especially transport insurance), customs duties, and taxes will be charged separately if applicable.

3.3 The Customer has various payment options available, which are specified in the Seller’s online shop.

3.4 If a payment method offered via the “PayPal” payment service is selected, payment will be processed via PayPal, although PayPal may also use the services of third-party payment service providers for this purpose. If the seller also offers payment methods via PayPal for which he makes advance payments to the customer (e.g. purchase on account or payment by installments), he assigns his payment claim 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 will carry out a credit check using the transmitted customer data. The seller reserves the right to refuse the selected payment method to the customer if the check result is negative. If the selected payment method is accepted, the customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, he can only pay PayPal or the payment service provider commissioned by PayPal with debt-discharging effect. However, even in the event of an assignment of claims, the seller remains responsible for general customer inquiries, e.g. B. about the goods, delivery time, shipping, returns, complaints, declarations of revocation and sending or credit notes.

3.5 A payment is deemed received as soon as the equivalent amount 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 interest rate. The Seller's other statutory rights in the event of late payment by the Customer remain unaffected. If any claims are overdue, incoming payments will first be credited against any costs and interest, and then against the oldest claim.

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

4) Delivery and shipping conditions

4.1 Goods will be delivered to the delivery address provided by the customer, unless otherwise agreed. The delivery address provided during the Seller's order processing is decisive for the processing of the transaction.

4.2 The Seller is entitled to make partial deliveries, provided 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 delivery. This only applies if the non-delivery is not the Seller's responsibility and the Seller has entered into a specific hedging transaction with the supplier with due diligence. The Seller will make all reasonable efforts to procure the goods. In the event of unavailability or only partial availability of the goods, the Customer will be informed immediately and the consideration will be refunded immediately.

4.4 The risk of accidental loss and accidental deterioration of the sold goods passes to the customer as soon as the seller has delivered the goods to the freight forwarder, carrier, or other person or institution designated to carry out the shipment. This also applies if the seller bears the transport costs. Transport insurance is only provided upon special request and at the customer's expense.

4.5 In the event that the shipment of the goods to the customer is delayed for reasons for which the customer is responsible, the transfer of risk shall occur upon notification of readiness for shipment to the customer. Any storage costs incurred after the transfer of risk shall be borne by the customer.

4.6 Self-collection is not possible for logistical reasons.

5) Force majeure

In the event of force majeure events that affect the fulfillment of the contract, the seller is entitled to postpone delivery for the duration of the disruption and, in the event of longer delays, to withdraw from the contract in whole or in part, without giving rise to any claims against the seller. Force majeure is defined as all events unforeseeable by the seller or those that – even if foreseeable – are beyond the seller's control and whose impact on the fulfillment of the contract cannot be prevented by reasonable efforts on the part of the seller. Any statutory claims of the customer remain unaffected.

6) Delay of performance at the customer’s request

If shipment or delivery of the goods is delayed at the customer's request for more than one month after notification of readiness for shipment, the customer may be charged storage fees of 0.5% of the purchase price for each additional month or part thereof, up to a maximum of 5% of the purchase price. The contracting parties remain free to provide evidence of higher or lower damages.

7) Retention of title

7.1 The Seller retains title to the delivered goods until full payment of the purchase price owed. Furthermore, the Seller retains title to the delivered goods until all claims arising from the business relationship with the Customer have been fulfilled.

7.2 In the event of processing of the delivered goods, the Seller shall be deemed the manufacturer and shall acquire ownership of the newly created goods. If the processing takes place together with other materials, the Seller shall acquire ownership 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, the latter is deemed to be the main item, co-ownership of the item shall pass to the Seller in the ratio of the invoice value of the Seller's goods to the invoice value, or in the absence of such, to the market value of the main item. In these cases, the Customer shall be deemed the custodian.

7.3 The customer may neither pledge nor assign as security items subject to retention of title or retention of title. The customer is only permitted to resell the goods as a reseller in the ordinary course of business, provided that the customer has effectively assigned to the seller the customer's claims against its customers in connection with the resale and that the customer transfers ownership to its customer subject to payment. By concluding the contract, the customer assigns its claims against its customers in connection with such sales to the seller as security, who simultaneously accepts this assignment.

7.4 The Customer must immediately notify the Seller of any access to the goods owned or co-owned by the Seller or to the assigned claims. The Customer must immediately remit to the Seller any amounts assigned to the Seller and collected by the Customer, to the extent the Seller's claim is due.

7.5 If the value of the Seller’s security interests exceeds the amount of the secured claims by more than 10%, the Seller will release a corresponding portion of the security interests at the Customer’s request.

8) Liability for defects / warranty

If the purchased item is defective, the statutory liability for defects applies. The following applies:

8.1 Claims for defects do not arise in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, or due to special external influences not assumed under the contract. If the customer or third parties perform improper modifications or repairs, these and the resulting consequences are also not covered by any claims for defects, unless the customer can prove that the fault complained of was not caused by these modifications or repairs.

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

8.3 The limitations of liability and reductions of limitation periods set out above shall not apply

• for items that have been used for a building in accordance with their usual purpose and have caused its defectiveness,
• for claims for damages and reimbursement of expenses by the customer,
• in the event that the seller has fraudulently concealed the defect, as well as
• for the right of recourse under Section 445a of the German Civil Code (BGB).

8.4 In the event of subsequent performance, the Seller shall have the right to choose between repair or replacement.

8.5 If a replacement delivery is made within the scope of liability for defects, the limitation period shall not begin again.

8.6 If subsequent performance is provided by way of replacement delivery, the customer is obligated to return the initially delivered goods to the seller within 30 days. The return package must contain the reason for the return, the customer's name, and the number assigned to the purchase of the defective goods, which enables the seller to identify the returned goods. As long as and to the extent that the return cannot be identified for reasons for which the customer is responsible, the seller is not obligated to accept returned goods or to refund the purchase price. The customer shall bear the costs of reshipment.

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 in accordance with 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), he or she is subject to the commercial duty of inspection and notification of defects pursuant to Section 377 of the HGB. If the customer fails to comply with the notification obligations stipulated therein, the goods shall be deemed approved.

9) Liability

The seller is liable to the customer for all contractual, quasi-contractual and statutory claims, including tortious claims, for damages and reimbursement of expenses as follows:

9.1 The Seller shall be liable without limitation for any legal reason

• in case of intent or gross negligence,
• in the event of intentional or negligent injury to life, body or health,
• based on a guarantee promise, unless otherwise agreed,
• due to mandatory liability such as under the 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 unlimited liability applies in accordance with the above clause. Material contractual obligations are obligations that the contract imposes on the Seller according to its content to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place, and on whose compliance the Customer may regularly rely.

9.3 Otherwise, the Seller’s liability is excluded.

9.4 The above liability provisions shall 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 regulated under the section "Liability for defects / Warranty" - shall expire one year after knowledge of the facts giving rise to the claim, but no later than five years after the service has been provided, unless unlimited liability applies in accordance with the above paragraph.

11) Retention, assignment

11.1 The customer’s rights of retention and refusal to perform are excluded unless the seller does not contest the underlying counterclaims or these have been legally established.

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

12) Applicable law, place of jurisdiction

12.1 All legal relationships between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the laws governing the international sale of movable goods.

12.2 If the customer is a merchant, a legal entity under public law, or a special fund under public law with its registered office in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the Seller's registered office. If the customer is based outside the Federal Republic of Germany, the Seller's registered office shall be the exclusive place of jurisdiction for all disputes arising from this contract if 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 entitled in any case to bring proceedings before the court at the Customer's registered office.