Terms of service - Medisupply

Payment can be made by BACS to :
IBAN: DE91 5022 0085 3283 2000 19
BIC: SMHBDEFFXXX
Bank Details: UBS Europe SE, Bockenheimer Landstrasse 2-4 60306 Frankfurt am Main,
Germany
General Terms and Conditions of Sale and Delivery of Lines & Dots GmbH (Version 1.0 valid
from March 1, 2020)

General
These general sales and delivery conditions (“Conditions”) apply to all orders to Lines & Dots GmbH
regarding the delivery of products (“Products”) or the rendering of services (“Services”), to the
exclusion of all other conditions. General terms and conditions, other terms and deadlines of the
customer are not applicable unless they have been accepted in writing by Lines & Dots GmbH in
individual cases.
Inquiries from Lines & Dots GmbH, even if they should be referred to as offers, are non-binding and
are understood as an invitation to submit an offer.
A contract (“Contract”) is only valid when Lines & Dots GmbH accepts the customer’s order either in
writing or by fulfilling the contract, whichever occurs earlier. Orders may only be canceled with the
written consent of Lines & Dots GmbH. If the customer requests a short-term delivery / service and
Lines & Dots GmbH agrees, the customer accepts that the invoice, together with the general terms
and conditions of sale and delivery, forms the basis of the contract.
The price information and technical information in the Lines & Dots GmbH price lists and brochures
are non-binding.
Prices and import restrictions
The price (price) of the goods is stated in our offer valid at the time of your order or another price that
we agree in writing.
You are not entitled to discounts. All discounts are at the discretion of Lines & Dots GmbH.
Unless otherwise agreed in writing, the customer must acquire import licenses and other official
permits for product sales at his own risk and expense.
Terms of payment
Unless otherwise agreed in writing, payment must be made as follows:

3.1 Down payment of 50% of the total amount plus VAT upon order confirmation, which is due
immediately and is payable on the same day. (“Payment period”)
3.2 Payment of the outstanding amounts plus VAT before delivery or collection of the goods.
(“Payment period”). The goods can be inspected by the customer before delivery for quality
control after prior consultation. No goods will be released until the full invoice has been paid.
The invoices are made without any deduction in the billing currency to the account specified in the
invoice. Offsetting by the customer against claims against Lines & Dots GmbH is excluded in any
case.
The customer is immediately in default upon expiry of the payment period. The default interest owed
from this point in time is 5% per year. The customer has to compensate Lines & Dots GmbH for all
verifiable costs that Lines & Dots GmbH or the Lines & Dots GmbH representative incurred in
collecting unpaid invoice amounts.
Insolvency and breach of contract by the customer
Without prejudice to all other rights and remedies held by Lines & Dots GmbH, Lines & Dots GmbH
may (a) cease delivery of products and / or services without liability, (b) demand compensation from
the customer and (c) payment Accelerate or sue all outstanding payments if the customer (i) enters
into a voluntary agreement with its creditors or is subject to an administrative order, files for
bankruptcy or liquidation, is forced to process it, (ii) ceases or threatens to cease operations, (iii) does
not meet its contractual obligations and does not remedy this condition within a period set by Lines &
Dots GmbH or (iv) a bankruptcy administrator or a forced administrator is designated for the
customer’s assets.
Delivery
Lines & Dots GmbH endeavors to the best of its knowledge and belief to deliver products and services
on time. However, the deadlines are non-binding. Lines & Dots GmbH will immediately notify the
customer of any delay.
Orders placed once are to be accepted by the customer even if their delivery is delayed. In the event
of a delay, the customer has no right to withdraw from the contract and / or to claim damages.
Unless otherwise agreed in writing, partial deliveries or partial shipments are permitted. Each partial
delivery or partial shipment counts as a separate contract.
Quantity deviations up to a maximum of 3% of the total quantity to be delivered – not the partial
quantities supplied – are permitted.
If the customer does not accept the product delivery, Lines & Dots GmbH may, in particular, but not
exclusively, (i) store the products and invoice the storage costs to the customer or (ii) resell the
products to the customer at the highest achievable price after notifying the customer calculate the
difference between the contract price and the price at which the product was resold, plus storage and
sales costs.
Transfer of benefit and risk and retention of title
The benefits and risks are transferred to the customer in accordance with the provisions of the
respective contract and the applicable Incoterms specified in the contract.
Regardless of the delivery and the transfer of benefit and risk, Lines & Dots GmbH remains the owner
of the products until Lines & Dots GmbH has received the full price of the products and all other
amounts in connection with the contract that was concluded with the customer (” Retention of title “).
The customer is obliged to participate in measures that are necessary to protect the property of Lines
& Dots GmbH; In particular, upon conclusion of the contract, he authorizes Lines & Dots GmbH to
enter or reserve the retention of title in public registers, books or the like at the expense of the
customer in accordance with the relevant state laws and to complete all relevant formalities.
During the retention of title, the customer must treat the products in such a way that they can be
identified as the property of Lines & Dots GmbH. The customer will maintain the products at his own
expense and must have them insured against all commercial risks at his own expense after delivery.
If the customer fails to pay Lines & Dots GmbH on time, Lines & Dots GmbH reserves the right to
promptly reclaim all delivered products. The customer grants Lines & Dots GmbH and the employees,
representatives and suppliers of Lines & Dots GmbH the irrevocable right to enter all rooms in which
the products are located without prior notice for this purpose.
If a product is sold by the customer before the customer has paid for it in full, the customer must retain
the sales proceeds for Lines & Dots GmbH. The retention of title by Lines & Dots GmbH towards the
customer is not lost through the resale. The customer hereby assigns Lines & Dots GmbH the right to
purchase from a resale to third parties and undertakes to notify the third party immediately of this
assignment.
In the event of processing, connection or mixing with third-party items by the customer, Lines & Dots
GmbH acquires co-ownership at the fraction that corresponds to the ratio of the invoice value of the
goods from Lines & Dots GmbH to that of the other items used by the customer at the time of
processing, connection or Mixing corresponds.
If the product is combined or mixed with a main item of the customer or a third party, the customer
hereby also transfers his rights to the new item to Lines & Dots GmbH. If the customer connects or
mixes the product with a third-party item for a fee, he hereby assigns his claims for remuneration
against the third party to Lines & Dots GmbH.
The customer is entitled to resell the goods under retention of title as part of an orderly business, but
only at a reasonable price, which must not be overpriced. If the customer in turn sells without receiving
the full purchase price in advance or step by step against handover of the purchased item, he must
agree a retention of title with his customers in favor of Lines & Dots GmbH in accordance with these
conditions. The customer hereby assigns his claims from this resale and the rights from the retention
of title agreed to him to Lines & Dots GmbH. At Lines & Dots GmbH’s request, it is obliged to notify the
acquirer of the assignment and to provide Lines & Dots GmbH with the information and documents
necessary to assert their rights against the acquirer.
Despite the assignment, the customer is only authorized to collect the claims from the resale, as long
as he duly fulfills his obligations towards Lines & Dots GmbH.
If the value of the collateral provided to Lines & Dots GmbH exceeds the claims of Lines & Dots
GmbH, Lines & Dots GmbH is obliged to release collateral at Lines & Dots GmbH’s choice at the
customer’s request.
Inspection and acceptance
Upon receipt of the products and / or provision of the service, the customer examines the products /
services for defects.
The customer shall immediately notify Lines & Dots GmbH in writing of any defects, but at the latest
within eight (8) hours from receipt of the products / rendering of the services, or – in the case of hidden
defects – immediately after their discovery. Otherwise the products or services are considered to be
approved and accepted by the customer. If defects are not reported in due time, the customer loses all
rights to warranty, compensation and contestation of contract due to the defectiveness of the object of
performance.
Timely notification of defects does not release the customer from his obligation to pay and accept all
products and / or services that he has ordered.
Warranty and liability for defects
Lines & Dots GmbH hereby expressly accepts no liability and liability for defects in all products. In
particular, Lines & Dots GmbH hereby points out that any sterile products must not be used in a sterile
environment. Every defect is Lines & Dots GmbH according to para. 7 to be displayed in good time.
Lines & Dots GmbH’s warranty obligation does not apply, in particular, to defects in the delivered
products, which can be attributed to (i) unauthorized, unsuitable or improper use of the products by the
customer or third parties or (ii) negligence in the area of application of the products by the Customers
or third parties or (iii) other reasons beyond Lines & Dots GmbH’s sphere of influence. In the event of
a warranty claim, Lines & Dots GmbH may replace, repair or re-deliver the products or services or a
part thereof at its own discretion. All further claims of the customer, in particular claims for damages of
all kinds, are excluded.
Returns to Lines & Dots GmbH as part of a warranty claim can only be made after written approval
and after receipt of the relevant instructions from Lines & Dots GmbH. The shipping costs are paid by
the customer. The return shipments are always at the risk and expense of the customer.
General exclusion and limitation of liability
All cases of breaches of contract and their legal consequences as well as all claims of the customer,
regardless of the legal reason for which they are made, are finally regulated in these conditions. In
particular, all claims for damages, reduction, cancellation of the contract or withdrawal from the
contract that are not expressly mentioned are excluded. In no case are the customer entitled to
compensation for damage that has not occurred to the delivery item itself, such as loss of production,
loss of use, loss of orders, loss of profit, as well as other indirect or direct damage. This disclaimer
does not apply insofar as it precludes mandatory law.
Force Majeure
Unpredictable operational disruptions, delivery deadlines or delivery failures by suppliers of Lines &
Dots GmbH, labor, energy or raw material shortages, strikes, lockouts, difficulties with the
procurement of transport, traffic disruptions, official orders and all cases of force majeure release for
the duration of the disruption and to the extent of it Effect Lines & Dots GmbH from the obligation to
deliver.
If this delays the delivery of the goods by more than ninety (90) days, each party is entitled to withdraw
from the contract with regard to the quantity affected by the delivery disruption. Further claims by the
parties are expressly excluded.
Packaging material
Lines & Dots GmbH does not take back packaging and transport material.
The customer must dispose of the packaging material at his own expense. The packaging material
can be foreign language.
Termination
The purchase contract can be terminated unilaterally by Lines & Dots GmbH.
Miscellaneous
The present conditions form an integral part of the respective contract between Lines & Dots GmbH
and the customer.
Changes or additions to the contractual conditions require the written acceptance by Lines & Dots
GmbH.
If Lines & Dots GmbH does not exercise or enforce its contractual rights, this does not count as a
waiver of these rights and Lines & Dots GmbH can enforce or exercise these rights at any time later.
Should a provision or part of a provision of these conditions be or become ineffective or
unenforceable, the effectiveness of these conditions and the validity of the remaining provisions will
not be affected.
The customer may not assign the contract or the rights and obligations arising therefrom without the
written consent of Lines & Dots GmbH.
Compliance with export control regulations
The fulfillment of the contract by Lines & Dots GmbH is subject to the condition that there are no
obstacles due to national or international regulations of foreign trade law, in particular export control
provisions, as well as no embargoes or other sanctions.
When passing on / reselling the products supplied by Lines & Dots GmbH to third parties in Germany
and abroad, the customer must comply with the applicable national and international (re) export
control law. In any case, he must comply with the (re) export control regulations of Switzerland, the
European Union and the United States of America.
If required for export control checks, the customer will immediately provide Lines & Dots GmbH with all
information about the final recipient, final destination and intended use of the products supplied by
Lines & Dots GmbH, as well as any related export control restrictions.
The customer fully releases Lines & Dots GmbH from all claims made by authorities or other third
parties against Lines & Dots GmbH due to the customer’s failure to comply with the above export
control legal obligations and undertakes to replace all of them Lines & Dots GmbH incurred damage
and expenses in this context, unless the customer is not responsible for the breach of duty.
Applicable law / place of jurisdiction
Swiss law applies exclusively to all contracts and these conditions, with the exception of the conflict of
laws provisions and the United Nations Convention on Contracts for the International Sale of Goods
(CISG) of April 11, 1980.
The courts in Zurich are exclusively responsible for all disputes arising from the contracts and / or
these conditions.
If this German version contradicts the English version of these conditions, the German version takes
precedence.
Baar, March 1, 2020