General Terms & Conditions - B2B

 I. General

a) Scope
These terms and conditions apply to all business relations between the CoLifetech GmbHOpelstraße 13, 64546 Mörfelden-Walldorf, Germany, represented by its managing director Mr. Dr. Ta-Sheng Hung and the managing director Mrs. Wan-Chun Anton-Chamizo to the buyer at the time of the conclusion of the contract. Contrary terms and conditions of the buyer are hereby expressly contradicted.

b) Conclusion of the Contract
With the order (by online, fax, telephone, etc.) or acceptance of the delivery, the buyer acknowledges the terms of sale and delivery and pricing. The terms and conditions apply to all current and future orders. Deviating, conflicting or supplementary provisions, even if known, are not part of the contract, unless their validity is expressly agreed in writing.

All promises or agreements of the sales staff of the Co-Lifetech GmbH or of their sales representatives are only legally effective for the buyer after written confirmation.

II. Offers and prices

Offers and prices are subject to change, sale of goods to others remains reserved. All prices are in EURO without VAT from stock CoLifetech GmbH, excluding packaging, shipping and insurance costs. The calculation is carried out at the prices valid on the day of delivery. Texts and illustrations in catalogs are only approximate and changes in construction, as well as errors and misprints are expressly reserved. The risk of transmission errors in the bid or order is borne by the buyer. We reserve the right to deliver articles that have the same use, if the ordered item is not available from stock.

III. delivery

All information on delivery times and dates are not binding, but we endeavor to comply with them. Partial deliveries are permitted.

We are entitled to withdraw from the obligation to deliver in whole or in part in the event of breakdowns, transport problems, strikes, lockouts, force majeure etc. on the part of our suppliers and us.

The purchaser is entitled to withdraw from the contract if the delivery times stated by us are exceeded by more than 30 days and the purchaser declares his resignation in writing.

Excluded from this is the claim for damages or loss of profit or further claims.

The dispatch takes place in our discretion fastest and cheapest way with parcel service, own vehicles, post or forwarding and on danger and account of the buyer, also with freight-free delivery. The risk passes to the customer as soon as the goods to be shipped have been handed over to parcel service, post or forwarding. The receipt of the goods must be confirmed in writing to the bearer upon receipt

Recognizable defects, complaints in case of wrong deliveries or errors in the delivery quantity must be reported immediately in writing. (max 7 days)

 IV. Payment

Invoices are payable 30 days from date of invoice without deductions (net price).

The invoices can be paid by cash, bank transfer or direct debit.

In the case of SEPA direct debits or company direct debits, the invoices are collected 30 days after the invoice date. For reversals of SEPA direct debits due to insufficient account coverage or other reasons for which the buyer is responsible, a fee of € 10.00 plus the bank fee will be charged.

Should the buyer be in default of payment, CoLifetech GmbH reserves the right to

• reminder fees in the amount of 2.50 euros as well as
• nterest at the rate of 5 percentage points above the base rate of the European Central Bank.

The assertion of a further compensation remains at liberty. The buyer has the opportunity to prove that CoLifetech GmbH suffered no or minor damage.

In case of repeated default of payment, CoLifetech GmbH the company reserves the right to deliver only in cash.

V. Retention of Proprietary

CoLifetech GmbH retains ownership of all goods delivered by it until payment of all its claims, including unpaid checks and changes from the business relationship. This also applies if the purchase price has been paid for certain deliveries of goods designated by the buyer. In the case of current accounts, the reserved property shall be deemed as security for the balance claim of CoLifetech GmbH. Until the fulfillment of all claims against CoLifetech GmbH against the buyer, pledging or assignment by way of security of the delivered goods is prohibited. Until then, the pledging or assignment of claims, in particular to financial institutions, without the express consent of CoLifetech GmbH is inadmissible. The buyer is obligated to notify CoLifetech GmbH of third-party access to the goods delivered under retention of title without delay, by sending a seizure protocol and an affidavit concerning the identity of the seized object with the delivered goods. The buyer may only sell the delivered goods and the resulting from the processing or processing things in regular business. If the buyer sells items of CoLifetech GmbH, as long as there is still a retention of title of CoLifetech GmbH, in turn with goal, he may not transfer the goods to the third party buyer before payment of all his obligations to CoLifetech GmbH. The buyer is obliged to protect the rights of CoLifetech GmbH to the third party purchaser in any required manner. The buyer hereby assigns to the complete repayment of all claims of CoLifetech GmbH from deliveries of goods resulting from sale or any other legal reason with respect to the goods delivered by CoLifetech GmbH against his customer claims with their formation in full amount with real effect with all ancillary rights in advance as a precaution to CoLifetech GmbH. If the buyer delays part of his obligations to CoLifetech GmbH, he shall inform the third party debtors of the assignment, request them to make payments only to CoLifetech GmbH, refrain from any confiscation transaction and CoLifetech GmbH to hand over a list of resold goods to which there is still a reservation or claims arising.

If the value of the securities given to CoLifetech GmbH exceeds its delivery claims by a total of more than 20%, CoLifetech GmbH is obliged to re-transfer the order if requested by the buyer. The proceeds, which must be kept separately, are acquired by CoLifetech GmbH. Incidentally, CoLifetech GmbH may demand from the purchaser at any time the disclosure of its customers as well as the amount of the claim and the indication of the legal reason to which the agreed assignment relates. CoLifetech GmbH may further request that the buyer discloses the assignment of the claim to its customers. For this purpose, the purchaser must also allow CoLifetech GmbH to inspect his books and invoices. CoLifetech GmbH has the power to collect the assigned claims. However, the buyer is authorized to collect these claims for CoLifetech GmbH as long as he duly fulfills his payment obligations. CoLifetech GmbH is entitled to demand the immediate surrender of goods not yet resold in the event of late payment or payment difficulties, irrespective of the right of withdrawal from the contract or compensation for non-performance. Until then, the purchaser must store the goods owned by CoLifetech GmbH separately from other goods, identify them as the property of CoLifetech GmbH, refrain from any disposition and hand over to CoLifetech GmbH a list of his property. The buyer is obliged to insure the goods against fire and theft risk and to prove to CoLifetech GmbH on request the conclusion of the insurance. All claims against the insurer arising from this contract with regard to the goods delivered under retention of title shall be deemed assigned to CoLifetech GmbH.

VI. Warranty

The warranty is 1 year, starting from delivery of the goods. Any complaints must be made immediately after delivery in writing. In the case of the entrepreneur's recourse - within the legal regulations - the submission of the original sales receipt from the resale as well as the original of the surrender protocol (between the buyer and end user) from the resale must be submitted for the processing of claims. The installation of parts or components requires the skill, care and expertise of a mechanic. In principle, all shipping and packaging as well as removal and installation costs shall be borne by the buyer. Claims for damages or loss of profit are always excluded. For legitimate claims, it is up to us either to provide free replacement or credit the value in goods or a partial value. If the buyer unauthorized changes or repairs to the faulted goods, we are exempt from any warranty obligation.

 VII. Liability

a) Disclaimer of Liability
oLifetech GmbH and its legal representatives and vicarious agents are only liable for intent or gross negligence. Insofar as essential contractual obligations (consequently such obligations whose fulfillment is of particular importance for the achievement of the purpose of the contract) are also liable for slight negligence. The liability is limited to the predictable, contract-typical, direct average damage.
In the event of a grossly negligent breach of non-essential contractual obligations, CoLifetech GmbH shall only be liable to contractors in the amount of the foreseeable, contract-typical, direct average loss.

b) Limitation of Liability
The above disclaimer does not apply to liability for damage resulting from injury to life, limb or health. The provisions of the Product Liability Act remain unaffected by the disclaimer.

VIII. Returns

The return of sold goods is excluded. In individual cases, the withdrawal of goods may be agreed after prior written agreement, the condition for the acceptance of returns is that the original packaging is complete and undamaged. The delivery of the returned goods is at the expense and risk of the buyer. For returns, we reserve the right to charge processing fees of at least 10% of the calculated price. If the invoice date for the returned goods is more than three months ago, the current prices minus 25% will be credited. Goods procured on special request are in principle excluded from redemptions.

IX. Place of Jurisdiction

Regardless of the nationality and location of the buyer, any disputes will in any case be governed exclusively by German law. If the prerequisites for a jurisdiction clause according to §38 of the Code of Civil Procedure have been fulfilled, the place of jurisdiction for all claims of the contracting parties also for change and check claims is the registered office of CoLifetech GmbH, Mörfelden-Walldorf.

X. Final Provisions

The ineffectiveness of individual conditions do not affect the validity of the others. Hereby all previous terms of delivery and payment lose their validity.