General Terms and Conditions of Business - GTC B2B

§ 1 General

The subject matter of the General Terms and Conditions is the regulation of the contractual terms for all B2B contracts, specifically between the provider ‘Panaceo International GmbH’, hereinafter referred to as ‘provider’, and the ‘distribution partner’. Distribution partners are all economic operators who purchase and resell Panaceo products. The General Terms and Conditions in the version valid at the time of the respective transaction shall apply. Any deviations from this require written confirmation by the supplier.

§ 2 Conclusion of contract

All offers are subject to change and non-binding. The purchase contract is concluded by sending an order confirmation or by dispatching the delivery. By sending the order, the distribution partner makes a binding declaration to the supplier that they wish to purchase the goods specified in the order form in the specified quantity.
The supplier reserves the right to accept an order for a period of 14 days. The period begins with the receipt of the order. During this time, the distributor is bound to his order, provided that the supplier does not expressly declare his refusal before the deadline.
Information in brochures or advertisements, in particular prices, illustrations, descriptions, dimensions and weights are non-binding and subject to change.

§ 3 Prices

All prices are shown in euros and include the statutory sales tax, where applicable.
In addition to the product prices, delivery and shipping costs may arise, which will be shown separately.
The amount of the respective additional costs can be found on the respective order.

§ 4 Payment

Unless otherwise agreed, the goods will be shipped in advance.
Delivery against invoice can be agreed separately, subject to a credit check.
When paying by advance bank transfer, the purchase price is due before the ordered goods are shipped. After the order has been received, the sales partner receives an order confirmation that contains the essential features of the order and transfers the stated invoice amount to the account specified therein. The goods will be shipped after payment has been received.
Any bank charges incurred for foreign bank transfers shall be borne by the sales partner.

§ 5 Delivery

Delivery is subject to the availability of the goods.
Delivery within the European Union is FCA Gödersdorf in accordance with Incoterms 2020; for all other countries, delivery is Ex Works in accordance with Incoterms 2020.
Information on delivery dates is non-binding unless a binding delivery date is explicitly stated in the order confirmation.
Partial deliveries are permissible within the delivery periods stated by the provider, insofar as this is technically possible and does not result in any disadvantages for use. The provider shall bear any additional shipping costs incurred as a result of partial deliveries.

§ 6 Retention of title

The ordered and delivered goods remain the property of the provider until full payment has been received.

§ 7 Right of cancellation and right of return for the sales partner

A return of the purchased item does not constitute a cancellation of the contract. In the event of cancellation, the buyer owes a monthly compensation for use of 3% of the new value from the time of delivery until the item is taken back. Further legal claims remain unaffected.
In the case of the return of damaged or used goods, the supplier reserves the right to claim a reduction in the value of the goods corresponding to the damage or degree of wear. Claims for compensation will be offset against any purchase price that has already been paid.
The address for the cancellation can be found in these General Terms and Conditions.
The timely cancellation releases the distribution partner from the contract. Any purchase price already paid will be refunded upon return of the delivered goods.
The costs of return are always to be borne by the distribution partners, unless otherwise agreed in writing.

§ 8 Data protection

The provider collects only the data necessary for the execution of the order and the order and order processing from the sales partners without their consent. The provider draws attention to the fact that the personal data necessary for the business transaction are processed and stored by means of an EDP system in accordance with.
The supplier ensures that the information for processing and fulfilling orders will be treated in strict confidence and will not be passed on to third parties, with the exception of commercial and service partners involved in processing the order.

§ 9 Warranty

The warranty follows the legal requirements in accordance with the following regulations. No guarantees are given regarding the delivered goods beyond the legal warranty provisions.
The sales partner is obliged to check the goods received immediately for obvious defects. If he discovers any defects, he must notify the provider of this in writing without delay, within a period of 3 days after receipt of the goods. If the sales partner fails to do so, he can no longer assert any warranty claims against the provider for these defects.
In the event of defective goods, the supplier is entitled to choose whether to rectify the defect or provide a replacement. If the rectification ultimately fails or if the replacement goods are also defective, the sales partner can demand a change.
The supplier is not liable for errors caused by the sales partners. This also applies to normal signs of wear.

§ 10 Liability

Claims for damages by the sales partner, regardless of the legal basis, as well as claims for compensation for wasted expenditure, are excluded, unless the cause of the damage is based on a grossly negligent or intentional breach of duty or on an at least negligent breach of essential contractual obligations; in the latter case, the liability is limited to the typically foreseeable damage.
The description of the goods does not constitute any assurance of properties.

§ 11 Dealer obligations regarding market observation, documentation, reporting

Pursuant to Art. 14 and 25 (2) of EU Regulation 2017/745, the dealers of medical devices have the following obligations, among others:

Products must be stored and transported in accordance with the manufacturer's instructions.
Immediate information to the manufacturer and the authority with regard to incidents, forwarding of feedback from the market regarding the safety, effectiveness, quality or usability of the medical devices to the manufacturer, documentation and retention requirements. Feedback regarding serious incidents should be sent immediately to: safety@panaceo.com. Storage and forwarding of affected products. Note: A form template for the feedback can be requested by the manufacturer at any time.

§ 12 Dispensing

Unless otherwise agreed, importers are responsible for the disposal of packaging. The packaging disposal for Austria is handled by Bonus Holsystem für Verpackungen GmbH, registration number 3512.

For Germany, we fulfil our obligations through BellandVision, registration number DE2253720168271, and report to LUCID.

§ 13 Final provisions

The law of the Republic of Austria shall apply.
The place of performance is the registered office of the provider. In the event of disputes, the place of jurisdiction shall be the court locally responsible for the registered office of the provider.
Should any of the present or future provisions of these terms and conditions be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. In this case, the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely approximates the regulatory objectives of the invalid or unenforceable provision. The same applies to the filling of any contractual gaps.
In the event that the Distributor uses its own General Terms and Conditions that differ from these General Terms and Conditions, the General Terms and Conditions of the Provider shall apply exclusively.

§ 14 Address of the Provider

Panaceo International GmbH / Finkensteiner Straße 5, A-9585 Gödersdorf, Austria/Europe

Gödersdorf, 1 January 2025, v04