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General Terms and Conditions of medacom Gesellschaft für Informationssysteme mbH, 35510 Butzbach, R.-Samesreuther Straße 25
Status 05/2018


§ 1 Validity
(1) All deliveries, services and offers are made exclusively on the basis of these general terms and conditions of delivery. These are an integral part of all contracts concluded by medacom GmbH with the purchasers for the deliveries or services offered by medacom GmbH. They also apply to all future deliveries, services and offers to the customer, even if they are not agreed separately. Deviating, conflicting or supplementary general terms and conditions of delivery shall not become part of the contract unless their validity is expressly agreed in writing.
(2) Terms and conditions of the customer or third parties shall not apply, even if medacom GmbH does not separately object to their validity in individual cases. Even if medacom GmbH refers to a letter that contains or refers to the terms and conditions of the customer or a third party, this does not constitute an agreement with the validity of those terms and conditions.

§ 2 Offer and conclusion of contract
(1) All offers of medacom GmbH are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. The presentation of our product range on the Internet does not constitute an offer in the sense of §§ 145 ff. BGB (German Civil Code). By placing an order by e-mail, fax or telephone, the customer bindingly declares to purchase the ordered goods. If the customer orders electronically, medacom GmbH will immediately confirm receipt of the order. The confirmation of receipt does not constitute a binding acceptance of the order. Orders can be accepted by medacom GmbH within fourteen days after receipt. The acceptance can be declared either in writing or by delivery of the goods to the customer.
(2) Acceptance is subject to the availability of goods, in particular subject to the correct and timely delivery by medacom GmbH's suppliers, unless medacom GmbH is responsible for the non-delivery. The customer will be informed immediately about the unavailability of the goods. The consideration already paid will be refunded immediately.
(3) Information provided by medacom GmbH on the subject of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) are only approximate, unless the usability for the contractually intended purpose requires an exact match. They are not guaranteed quality features, but descriptions or characteristic drawings of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements as well as the replacement of components by equivalent parts are permissible insofar as they do not impair the usability for the contractually intended purpose.
(4) Complaint procedure via online dispute resolution for consumers (OS): http://ec.europa.eu/consumers/odr/. We are not willing and not obliged to participate in a dispute resolution procedure before a consumer arbitration board.

§ 3 Prices and payment
(1) The prices shall apply to the scope of services and deliveries listed in the order confirmations. Additional or special services shall be charged separately. Prices are ex works plus packaging and the applicable statutory value added tax. In WEB-Shops, which are exclusively addressed to consumers in the sense of §13, BGB, the prices are ex works plus packaging and shipping costs.
(2) If the agreed prices are based on the list prices of medacom GmbH and the delivery is to take place more than four months after conclusion of the contract, the list prices of medacom GmbH valid at the time of delivery shall apply (in each case minus an agreed percentage or fixed discount).
(3) Invoice amounts are to be paid within thirty days without any deduction, unless otherwise agreed in writing. The date of receipt by medacom GmbH is decisive for the date of payment. Checks are only considered as payment after they have been cashed. If the customer does not pay on the due date, the outstanding amounts are subject to interest of 5% p.a. from the due date; the right to claim higher interest and further damages in case of default remains unaffected.
(4) Offsetting with counterclaims of the customer or the retention of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.
(5) medacom GmbH shall be entitled to perform or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, it becomes aware of circumstances which are likely to substantially reduce the creditworthiness of the customer and which jeopardize payment of medacom GmbH's outstanding claims by the customer arising from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).

(6) Purchase on account via our external partner Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch.
When purchasing on account, the invoice amount is due for payment to our external partner Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch [For more information, visit https://www.billpay.de/] on the calendar day specified in the invoice (20 or 30 calendar days after the invoice date). The payment method purchase on account via Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch does not exist for all offers and requires, among other things, a successful credit check by Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch. If the customer is allowed to purchase on account for certain offers after a credit check via Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch, the payment will be processed in cooperation with Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch, to which we assign our payment claim. In this case, the customer can only pay Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch with debt-discharging effect. We remain responsible for general customer inquiries (e.g. about the goods, delivery time, shipment), returns, complaints, revocation declarations and deliveries or credit notes even in the case of purchase on account via Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch. The General Terms and Conditions [Further information on https://www.billpay.de/allgemein/datenschutz/] of Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch, apply.

(7) Purchase by direct debit via Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch; direct debit authorization; processing fee for returned direct debits
(a) When purchasing by direct debit through Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch, the payment amount is immediately due for payment by direct debit through our external partner Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch [Further information on https://www.billpay.de/] from the current account specified in the order process at the credit institution specified therein (the Current Account). You hereby revocably authorize Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch, to collect the payments to be made by you through the purchase by direct debit via Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch from the current account by direct debit. If the current account does not have the required cover, the account-holding bank shall not be obliged to honor the payment. Partial redemptions shall not be made by direct debit.
(b) The payment method purchase by direct debit via Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch does not exist for all offers and requires, among other things, a successful credit check by Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch and a current account maintained in Germany. If, for certain offers, the customer is allowed to purchase by direct debit after a credit check via Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch, the payment will be processed in cooperation with Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch, to which we assign our payment claim. In this case the customer can only pay Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch with debt discharging effect. We remain responsible for general customer inquiries (e.g. about the goods, delivery time, shipping), returns, complaints, revocations and returns or credit notes even if the purchase is made by direct debit via Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch. The General Terms and Conditions [Further information at https://www.billpay.de/allgemein/datenschutz/] of Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch, shall apply.
(c) By specifying the current account, you confirm that you are authorized to make direct debits via the corresponding current account and that you will ensure the necessary coverage. Returned debit notes are associated with a high effort and costs for us and Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch. In the event of a returned debit note (due to insufficient funds in the current account, expiration of the current account or unauthorized objection by the account holder), you authorize Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch, to re-submit the debit note for the respective due payment obligation. In such a case you are obliged to pay the costs incurred by the return debit note. Further claims are reserved. You will be given the opportunity to prove that lower costs or no costs at all were incurred as a result of the return debit note. In view of the effort and costs involved in return direct debits and in order to avoid the processing fee, we ask you not to object to the direct debit in the event of a revocation or withdrawal from the purchase contract, a return or a complaint. In such a case, after consultation with us, the reversal of the payment will be made by re-transfer of the corresponding amount or by credit note.
(8) If the agreed prices are based on the list prices of medacom GmbH and the delivery is to take place more than four months after the conclusion of the contract, the list prices of medacom GmbH valid at the time of delivery shall apply (in each case minus an agreed percentage or fixed discount).

§ 4 Delivery and delivery time
(1) Deliveries are made ex works.
(2) Deadlines and dates for deliveries and services promised by medacom GmbH are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
(3) Without prejudice to its rights arising from default on the part of the customer, medacom GmbH may demand from the customer an extension of delivery and service deadlines or a postponement of delivery and service deadlines by the period in which the customer fails to meet his contractual obligations towards medacom GmbH.
(4) medacom GmbH is not liable for impossibility of delivery or for delays in delivery, as far as they are caused by force majeure or other events that were not foreseeable at the time of the conclusion of the contract (e.g. operational disruptions of all kinds, transport delays or the lack of, incorrect or untimely delivery by suppliers), for which medacom GmbH is not responsible. If such events make the delivery or service of medacom GmbH significantly more difficult or impossible and the hindrance is not only of temporary duration, medacom GmbH is entitled to withdraw from the contract. In the case of hindrances of temporary duration, the delivery or service deadlines shall be extended or postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by immediate written declaration to medacom GmbH.
(5) medacom GmbH is only entitled to make partial deliveries if the partial delivery is usable for the customer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the customer does not incur significant additional expenses or costs as a result (unless medacom GmbH agrees to bear these costs).
(6) If medacom GmbH is in default with a delivery or service or if a delivery or service becomes impossible for medacom GmbH, regardless of the reason, its liability for damages is limited in accordance with § 8 of these General Terms and Conditions of Delivery.

§ 5 Place of performance, shipment, packaging, transfer of risk, acceptance
(1) Place of performance for all obligations arising from the contractual relationship is Butzbach, unless otherwise specified. If medacom GmbH is also responsible for the installation, the place of performance is the place where the installation is to take place.
(2) The shipping method and packaging are subject to the dutiful discretion of medacom GmbH.

(3) medacom GmbH reserves the right to ship shipments with the delivery method DHL chosen by the order, either via DHL Premium Paket or DHL Warenpost.
(4) The risk is transferred to the customer at the latest with the handover of the delivery item (whereby the beginning of the loading process is decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or medacom GmbH has assumed other services (e.g. shipping or installation). If the shipment or handover is delayed due to circumstances caused by the customer, the risk shall pass to the customer from the day on which medacom GmbH is ready to ship and has notified the customer of this.
(5) Storage costs after transfer of risk shall be borne by the customer. In case of storage by medacom GmbH, the storage costs amount to 0.25% of the invoice amount of the delivery items to be stored per expired week. The assertion and proof of further or lower storage costs remain reserved.
(6) The shipment will be insured by medacom GmbH against theft, breakage, transport, fire and water damage or other insurable risks only at the express request of the customer and at his expense.

§ 6 Warranty
(1) The warranty period shall be one year from delivery or, if acceptance is required, from acceptance. For purchasers who do not meet the requirements of an entrepreneur (§14, BGB), the warranty period shall be two years.

(2) The delivered items are to be inspected carefully immediately after delivery to the customer or to the third party designated by him. They shall be deemed to have been approved if medacom GmbH has not received a written notification of defects with regard to obvious defects or other defects that were recognizable during an immediate, careful examination within seven working days after delivery of the delivery item, or otherwise within seven working days after the discovery of the defect or the point in time at which the defect was recognizable for the customer during normal use of the delivery item without closer examination. Upon request of medacom GmbH, the delivery item complained about shall be returned to the customer.

The freight costs for the return of e.g. repairs and complaints shall be borne by the customer. Any returned goods will be sent back without any further costs.
(3) In the case of material defects of the delivered items, medacom GmbH is obliged and entitled, according to its choice to be made within a reasonable period of time, first to rectify the defect or to deliver a replacement. In case of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the customer may withdraw from the contract or reduce the purchase price appropriately.
(4) If a defect is due to the fault of medacom GmbH, the customer may claim damages under the conditions specified in § 8.
(5) In case of defects of components of other manufacturers, which madacom GmbH cannot eliminate due to licensing or actual reasons, medacom GmbH will, at its discretion, assert its warranty claims against the manufacturers and suppliers for the account of the customer or assign them to the customer. Warranty claims against medacom GmbH shall only exist in the case of such defects under the other conditions and in accordance with these General Terms and Conditions of Delivery if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the customer against medacom GmbH shall be suspended.
(6) The warranty shall lapse if the customer modifies the delivery item or has it modified by a third party without the consent of medacom GmbH and the rectification of defects is thereby rendered impossible or unreasonably difficult. In any case, the customer has to bear the additional costs of the defect removal resulting from the modification.
(7) Any delivery of used items agreed with the Purchaser in individual cases shall be made to the exclusion of any warranty, unless the Purchaser is a consumer within the meaning of §13 of the German Civil Code (BGB).

§ 7 Industrial property rights
(1) In accordance with this § 7, medacom GmbH guarantees that the delivery item is free of industrial property rights or copyrights of third parties. Each contracting party shall immediately notify the other contracting party in writing if claims are asserted against it due to the infringement of such rights.
(2) In the event that the delivery item infringes an industrial property right or copyright of a third party, medacom GmbH shall, at its discretion and at its expense, modify or replace the delivery item in such a way that no rights of third parties are infringed any longer, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for the customer by concluding a license agreement. If it does not succeed in doing so within a reasonable period of time, the Purchaser shall be entitled to rescind the contract or to reduce the purchase price by a reasonable amount. Any claims for damages of the Purchaser shall be subject to the limitations of § 8 of these General Terms and Conditions of Delivery.
(3) In case of infringement of rights by products of other manufacturers delivered by medacom GmbH, medacom GmbH shall, at its discretion, assert its claims against the manufacturers and upstream suppliers for the account of the customer or assign them to the customer. In these cases, claims against medacom GmbH shall only exist in accordance with this § 7 if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or is futile, for example due to insolvency.

§ 8 Liability for damages due to fault
(1) medacom GmbH's liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, shall be limited in accordance with the provisions of this § 8, insofar as fault is involved in each case.
(2) medacom GmbH is not liable in the case of simple negligence of its organs, legal representatives, employees or other vicarious agents as far as it is not a violation of essential contractual obligations. Essential contractual obligations are the obligation for timely, defect-free delivery and installation as well as consulting, protection and care obligations, which are intended to enable the customer to use the delivery item in accordance with the contract or to protect the life and limb of the customer's personnel or third parties or the customer's property from significant damage.
(3) Insofar as medacom GmbH is liable on the merits for damages in accordance with § 8 Para. 2, this liability is limited to damages which medacom GmbH foresaw as a possible consequence of a breach of contract at the time of the conclusion of the contract or which it should have foreseen taking into account the circumstances of which it was aware or which it should have been aware when exercising due diligence. Indirect damage and consequential damage resulting from defects in the delivery item shall also only be eligible for compensation insofar as such damage is typically to be expected when the delivery item is used for its intended purpose.
(4) The above exclusions and limitations of liability apply to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of medacom GmbH.
(5) Insofar as medacom GmbH provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by medacom GmbH, this shall be done free of charge and to the exclusion of any liability.
(6) The limitations of this § 8 do not apply to medacom GmbH's liability for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.

§ 9 Retention of title
(1) The goods delivered by medacom GmbH to the customer (reserved goods) remain the property of medacom GmbH until full payment of all secured claims.
(2) The customer shall store the reserved goods free of charge for medacom GmbH.
(3) If the reserved goods are combined with other items and if one of the other items is to be regarded as the main item, it is agreed that medacom GmbH shall acquire co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item.
(4) In the event of resale of the reserved goods, the customer hereby assigns to medacom GmbH by way of security the resulting claim against the purchaser in the event of co-ownership of medacom GmbH in the reserved goods in proportion to the co-ownership share. The same applies to other claims that take the place of the reserved goods or otherwise arise with respect to the reserved goods, such as insurance claims or claims in tort for loss or destruction. medacom GmbH revocably authorizes the customer to collect the claims assigned to medacom GmbH in his own name for the account of medacom GmH. medacom GmbH may only revoke this collection authorization in case of realization.
(5) If third parties access the reserved goods, in particular by seizure, the customer shall immediately inform them of medacom GmbH's ownership and inform medacom GmbH thereof in order to enable medacom GmbH to enforce its ownership rights. If the third party is not in a position to reimburse medacom GmbH for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable to medacom GmbH.
(6) medacom GmbH shall release the goods subject to retention of title as well as the items or claims replacing them upon request at its discretion, insofar as their value exceeds the amount of the secured claims by more than 50%.
(7) If medacom GmbH withdraws from the contract in case of breach of contract by the customer, in particular in case of default of payment, medacom GmbH shall be entitled to demand the return of the reserved goods.

§ 10 Software usage rights
(1) Insofar as the object of the delivery transaction is (also) the permanent transfer of software, the Purchaser shall acquire a non-exclusive, spatially and temporally unlimited right of use to the transferred software for the use of the software on a device. The program may only be copied for the purpose of making a program copy which serves as a program backup, unless a backup copy is included in the scope of delivery. If the hardware is changed, the software must be deleted from the hardware previously used.
(2) The Purchaser shall be entitled to sell or give away the Software to third parties on a permanent basis, provided that the acquiring third party also agrees to the continued applicability of the terms and conditions of Section 10 (1) to it.
(3) In the event of a transfer, the Software shall be deleted from the hardware used by the Purchaser and all program copies, including any backup copies, shall be handed over to the third party or any data carriers not handed over shall be destroyed.

§ 11 Notes on data protection
(1) medacom GmbH collects data of the customer in the context of the processing of contracts. It observes the provisions of the European Data Protection Regulation and the Federal Data Protection Act and - where applicable - the Teleservices Data Protection Act. Without the consent of the customer, medacom GmbH will process inventory and usage data only to the extent necessary for the processing of the contractual relationship and, if applicable, for the utilization and billing for order processing. The permissibility of the processing results for us from Art. 6 (1) a, b, c, and f of the DSGVO. Data is only passed on to third parties as described under (2) - (4). A transfer of data to third countries does not take place.
(2) Identity and credit check when selecting Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch Payment methods If you choose one of the payment options of our partner Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch [More information at https://www. billpay.de/], you will be asked during the ordering process to consent to the transmission of the data required for the processing of the payment and an identity and credit check to Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch. If you give your consent, your data (first and last name, street, house number, postal code, city, date of birth, telephone number and, in the case of purchase by direct debit, the specified account details) and the data relating to your order will be transmitted to Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch. For the purpose of its own identity and credit assessment, Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch or Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch commissioned partner companies transmit data to credit agencies (credit agencies) and receives from them information and, if necessary, creditworthiness information based on mathematical-statistical methods, in the calculation of which, among other things, address data are included. Detailed information on this and on the credit agencies used can be found in the data protection provisions [Further information at https://www.billpay.de/allgemein/datenschutz/] of Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch. Furthermore, Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch may use third party tools for fraud detection and prevention. Data obtained with these tools may be stored with third parties in encrypted form so that it can only be read by Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch. Only if you select a payment method of our cooperation partner Klarna Bank AB (publ), acting through its branch in Germany, Klarna Bank AB, German Branch, this data will be used, otherwise the data will automatically expire after 30 minutes.
(3) Klarna data protection notice
If you decide to use Klarna's payment services, we ask for your consent that we may transfer the data necessary for the processing of the payment and an identity and credit check to Klarna. In Germany, the credit agencies mentioned in Klarna's privacy policy may be used for the identity and credit check. You can revoke your consent to this use of personal data at any time to Klarna.
(4a)Privacy policy on DPD as a shipping method As part of the shipping process, we transmit on the basis of the EU General Data Protection Regulation Article 6(1f) your data (name, address, if necessary email address and / or cell phone number, and other, shipment-related, data) to our shipping partner DPD Deutschland GmbH. You can object to the transmission of additional information such as email or cell phone number both with us datenschutz@medacom-graphics.de and with DPD predictwiderspruch@dpd.com or with each package information via a link at any time.
(4b) Data protection provisions regarding Dachser/forwarding as a shipping method As part of the shipping process, we transmit your data (name, address, email address and/or cell phone number, if applicable, as well as other, shipment-related, data) to our shipping partner Dachser Group SE & Co. KG. You can object at any time to the transmission of additional information such as email or cell phone number both to us datenschutz@medacom-graphics.de and to Dachser data.protection@dachser.com.
(5) Data subject rights
In principle, you have the right to request information free of charge about the personal data stored about you. In addition, you have the right to correct incorrect data as well as to block, transfer, restrict and delete data, provided that no other legal provisions prevent this. If you have any questions or requests for information, please contact our Central Information Office. We have appointed a data protection officer whose data we will be happy to provide on request. The data protection supervisory authority responsible for us is the Hessian Commissioner for Data Protection and Freedom of Information, Wiesbaden.

§ 12 Final provisions
(1) The place of jurisdiction for all disputes arising from the business relationship between medacom GmbH and the customer shall be, at the discretion of medacom GmbH, Butzbach or the customer's place of business. For legal actions against medacom GmbH, Butzbach is the exclusive place of jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
(2) The relationship between medacom GmbH and the customer shall be governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.
(3) Insofar as the contract or these General Terms and Conditions of Delivery contain regulatory gaps, those legally effective regulations shall be deemed agreed to fill these gaps which the contracting parties would have agreed upon according to the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had known about the regulatory gap.