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Viamedi Healthcare GmbH
Kreisheide 2
33790 Halle / Westfalen

Tel: +49 5201 73565-35

Email: info@viamedi.de
Web: www.viamedi.de

Managing Director: Alp Niseoglu
Amtsgericht Halle/Westfalen
HRB 10491
USt-IdNr: DE307912466

The contents of our pages were created with the greatest care. However, we cannot assume any liability for the correctness, completeness, and up-to-dateness of the contents. As a service provider, we are responsible for our own content on these pages in accordance with § 7 para.1 TMG under general law. According to §§ 8 to 10 TMG, however, we are not obliged as a service provider to monitor transmitted or stored third-party information or to investigate circumstances that indicate illegal activity. Obligations to remove or block the use of information under general law remain unaffected. However, liability in this respect is only possible from the time of knowledge of a specific infringement. Upon becoming aware of such violations, we will remove these contents immediately.

Liability for links: Our offer contains links to external websites of third parties, on whose contents we have no influence. Therefore, we cannot assume any liability for these external contents. The respective provider or operator of the pages is always responsible for the contents of the linked pages. The linked pages were checked for possible legal violations at the time of linking. Illegal contents were not recognizable at the time of linking. A permanent content control of the linked pages, however, is not reasonable without concrete evidence of a legal violation. If we become aware of legal violations, we will remove such links immediately.

Copyright: The contents and works created by the site operators on these pages are subject to German copyright law. Duplication, processing, distribution, and any kind of exploitation outside the limits of copyright law require the written consent of the respective author or creator. Downloads and copies of this site are permitted only for private, non-commercial use. Insofar as the contents on this site were not created by the operator, the copyrights of third parties are respected. In particular, third-party contents are marked as such. Should you nevertheless become aware of a copyright infringement, we kindly ask for a corresponding notice. Upon becoming aware of legal violations, we will remove such contents immediately.

General Terms and Conditions

A. General Conditions

I. Validity

These General Terms and Conditions of Viamedi Healthcare GmbH (hereinafter VHC) apply to all deliveries, developments, services, and offers of VHC. These General Terms and Conditions are part of all contracts concluded by a company of VHC with its contracting partner (hereinafter "Client") regarding the deliveries, developments, and services offered by VHC. They also apply to future deliveries, developments, and services, even if not separately agreed again. Conflicting general terms and conditions, sales, delivery, or development conditions of the Client do not apply, even if VHC does not expressly object to them in advance. Conflicting sales, delivery, or development conditions of the Client shall also not apply if VHC refers to an offer or other correspondence of the Client that contains these conditions; such reference does not constitute agreement.

II. End of Contract / Cancellation of order

Orders placed with VHC become binding upon written order confirmation by VHC; oral side agreements do not exist. In case of cancellation of an order by the Client after receipt of the order confirmation by VHC, the Client undertakes to make compensation payments, unless otherwise agreed in writing:
(1) 35% of the order amount for goods not yet produced at the time of cancellation of the canceled order; plus
(2) 100% of the costs for already ordered preliminary products, upon submission of appropriate evidence of the impossibility of canceling their purchase;
(3) plus 100% of the order amount for the share of the goods already produced at the time of cancellation,
(4) plus a flat-rate fee for administrative expenses of €500,
(5) plus compensation for development expenses in the event of a canceled order after development of at least €5000 per item.

Product developments that are supported by VHC for a Client from the idea to market maturity in the sense of a subsequently intended contract manufacturing order are subject to VHC’s industrial property rights, and their production is bound to a license grant by VHC to the Client with a term of 5 years. The license grant expresses that a corresponding item, as a result of product development by VHC, may be provided exclusively by VHC to the Client for the duration of the license grant.

III. Offer

Offers by VHC are non-binding unless otherwise specified. A delivery obligation arises only upon written order confirmation by VHC (conclusion of contract according to II.). Samples attached to VHC’s offer are always non-binding viewing samples unless otherwise agreed. If the note "as before" is used in the offer, this refers exclusively to the quality of the goods and not to the price. The written order confirmation from VHC is decisive for the scope of the order. VHC may accept Client orders within 14 days of receipt. The date of dispatch of the order confirmation is decisive. Offers from VHC regarding goods (e.g., defined by weights, dimensions, tolerances, or technical data) may deviate within customary commercial tolerances upon delivery; such deviations are permissible and do not contradict the agreed quality.

IV. Place of performance

The place of performance for all obligations is the registered office of VHC. The customer ordering/receiving the food or medical products from VHC is responsible for compliance with the applicable legislation of the destination countries.

V. Confidentiality and copyright protection

All information and documents provided by VHC, in particular formulations, sample documents, samples, etc., remain the property of VHC and must be treated confidentially. They may not be made accessible to third parties or competitors without the prior written consent of VHC and may only be used to the extent intended for them. The obligation of confidentiality does not apply to information and documents that are already public (generally known, part of the state of the art, etc.) and are thus no longer secret or protectable. If publicity of information occurs later, the obligation lapses from that time. This obligation of confidentiality also continues after termination of the contract, regardless of the reason, unless the information has since become public, for which the Client bears the burden of proof. The Client shall immediately return documents received in connection with the performance of the contract to VHC upon becoming public, termination, or expiration of the contract. Any files created and all copies must be deleted from all data carriers or destroyed if embodied.

VI. Applicable law and jurisdiction

These General Terms and Conditions and the entire legal relationships of the parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Exclusive jurisdiction for all disputes arising from or in connection with this contractual relationship is Gütersloh, unless the law provides for another exclusive jurisdiction.

VII. Anti-corruption/Compliance

The Client undertakes to comply with all applicable laws and regulations, in particular those regarding the fight against corruption, competition, and antitrust law. In particular, he assures that neither he, his employees, nor agents offer, promise, or grant any improper advantages to employees of VHC or persons close to them.

VIII. Severability clause

If a provision of these General Terms and Conditions or of the contract regarding delivery and/or development or of an order confirmation is invalid, the remaining provisions shall remain valid. The invalid provision shall be replaced by one that comes as close as possible to the economic meaning of the invalid provision. The same applies to possible regulatory gaps. After the invalidity of a provision has been recognized or the gap in the contract has been identified, the parties shall promptly record in writing what is to apply in its place.

B. Special additional conditions for deliveries

I. Prices / Payment terms / Refund

The payment terms confirmed by VHC in the order confirmation apply. The client must pay the price stated in the order confirmation plus statutory VAT in euros. Prices do not include shipping and packaging. Unless otherwise agreed in the order confirmation, invoices are to be paid without deduction within 7 days of invoicing. After expiry of the payment period, the client will be in default of payment without notice. Late payment interest of 10 percentage points above the respective base interest rate will be charged on the invoice amount for the duration of the delay, whereby VHC reserves the right to claim further damages. VHC reserves the right to invoice late payment interest at a later point in the business relationship. Reimbursement agreements with clients: These are strictly regulated and become void after a single default by the client. VHC reserves the right to reclaim any reimbursements already paid to the client if, within the third year following a reimbursement, the client defaults on payment to VHC for goods ordered by them under the ongoing or newly agreed reimbursement agreement. VHC is not obliged to accept cashless payment methods (bills of exchange and checks). Bills of exchange and checks, if accepted by VHC, will only be accepted on account of performance. The purchase price debt will only be settled upon full crediting of the invoiced amounts to VHC's account after the check or bill of exchange has been honored. All costs associated with honoring bills of exchange and checks shall be borne by the client. If payments made are insufficient to cover the principal, interest, and costs, the payment will first be credited to the costs, then to the interest, and finally to the principal payment. During the client's default in payment, VHC is entitled to withhold deliveries and is not obligated to carry out these deliveries or meet delivery deadlines. Offsetting or withholding payments by the client is only permitted with and based on undisputed or legally established counterclaims by the client. VHC is entitled to make deliveries dependent on advance payment or the provision of security by the client if, after the order confirmation has been issued, VHC becomes aware of circumstances that are likely to significantly reduce the client's creditworthiness and jeopardize the payment of claims by the client arising from the respective contractual relationship.

II. Scope of delivery / delivery period / customer provision

The scope of delivery is specified in VHC's order confirmation. VHC is entitled to make partial deliveries unless otherwise agreed. VHC may issue partial invoices for partial deliveries, each of which must be paid on time. Delivery deadlines in VHC offers are generally non-binding unless a binding delivery date was already agreed upon with the offer. For shipments, agreed delivery deadlines and dates always refer to the handover to the freight forwarder, carrier, or other third party commissioned with the shipment ("Supplier"). VHC shall not be liable for the impossibility of delivery or for delays caused by force majeure or other events that were not foreseeable at the time the contract was concluded, in particular operational disruptions of any kind, including pandemic-related disruptions, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy, or raw materials, economic sanctions, as well as difficulties in obtaining necessary official permits or official measures, or the failure, incorrect, or untimely delivery by suppliers, for which VHC is not responsible. If such events make delivery significantly more difficult or impossible for VHC and the hindrance is not merely temporary, VHC may withdraw from the purchase contract. If the hindrances are of a temporary nature, delivery periods and deadlines shall be extended in accordance with the duration of the hindrance plus one additional week after the end of the hindrance. If acceptance of the delivery has become unreasonable for the customer as a result of the delay, the customer may withdraw from the purchase contract by immediately notifying VHC in writing. Tools offered, acquired, and delivered by VHC for the manufacture of the delivered goods and products ("Goods") or packaging remain the property of VHC even if the acquisition costs have been paid in part or in full. Subject to the provisions of Section B.VII., this does not apply if the purchase agreement is for the purchase of these tools. If the Customer provides raw materials or raw and packaging materials for an order (customer provision), VHC will request the Customer, with the order confirmation, to deliver these materials at a specified location and by a specified date. Delivery shall be DDP (Incoterms 2010). The Customer is responsible for proper and timely delivery; VHC is not responsible for delays and damage caused by late or improper deliveries. Materials delivered by the Customer are subject to a visual inspection by VHC; the Customer is liable for any deviations in quality or quantity. The client is liable to VHC for damages and consequential damages resulting from defective materials provided by the client that affect the final product or facilities of VHC or companies affiliated with VHC, for example, for production downtimes and resulting additional costs. If the client provides raw materials, VHC guarantees a yield of 90%. In the event of a lower yield, VHC will reimburse the costs, upon written proof and written request from the client, in the amount of the difference between the actual yield and the 90% yield. VHC's delivery deadlines do not begin until the client has duly provided VHC with all raw materials and/or raw and packaging materials agreed upon for the respective order.

III. Shipping

Deliveries from VHC are always EXW (Incoterms 2010). Risk is transferred to the customer upon making the goods available for collection. The place of performance for all obligations is the location of the delivering plant (see Section A. IV.). Packaging, as well as, if a delivery term other than EXW (Incoterms 2010) has been agreed upon, the shipping method, and the selection of the supplier are solely the responsibility of VHC. Unless otherwise agreed with the customer, transport will be temperature-controlled, in accordance with the storage conditions specified for the goods. The customer shall bear the costs of shipping and packaging. VHC is not obligated to take out transport insurance. If the customer wishes VHC to take out transport insurance, they must notify VHC of this and assume the insurance costs. Unless otherwise instructed by the customer, VHC may determine the type, scope, and extent of the transport insurance to be taken out at its reasonable discretion. If the handover of the goods to the supplier is delayed due to circumstances within the customer's sphere of responsibility, the risk shall pass to the customer as soon as the delivery is ready for dispatch at VHC and VHC notifies the customer of this. The risk shall pass to the customer at the latest when the customer defaults on acceptance. Storage costs after the transfer of risk shall be borne by the customer. Storage costs shall be charged at a flat rate of 0.5% of the order value per week of additional storage; the parties reserve the right to provide evidence of higher or lower storage.

IV. Inspection and Acceptance

VHC goods must be stored immediately upon receipt by the Customer in suitable premises in accordance with the storage conditions specified by VHC and inspected for defects without delay – no later than 7 days after receipt. The Customer must notify VHC of any losses, defects, and other complaints in writing immediately and before any further delivery to third parties. In the case of hidden defects, this period shall apply from the time at which the defects first became apparent to the Customer.

V. Warranty and Manufacturer's Recourse

If the delivered goods do not meet the agreed quality at the time of transfer of risk, the Customer must notify VHC of this immediately and submit a complaint; the deadlines set out in Section IV apply. Upon notification by the Customer, VHC is entitled, at its own discretion, to provide a warranty through repair or replacement. If the repair or replacement fails (impossible, unreasonable, refusal, or unreasonable delay), the Customer may withdraw from the contract or reduce the purchase price. The costs of remedying defects, including the return of the goods to the destination, shall be borne by VHC, provided that the subsequent or replacement delivery is to be made to the originally agreed destination. Clause VI applies exclusively to the client's claims for damages. Claims for defects expire 12 months after the transfer of the risk of accidental loss (see Clause B. III. 1.). This shall not apply if the law stipulates longer periods pursuant to Section 438 Para. 1 No. 2 of the German Civil Code (BGB) (buildings and items for buildings), Section 479 Para. 1 of the German Civil Code (right of recourse), and Section 634a Para. 1 of the German Civil Code (construction defects). The client's recourse claims against VHC exist only to the extent that the client has not entered into any agreements with its customer that go beyond the legally mandatory claims for defects.

VI. Liability and Damages

VII. Retention of title

VHC reserves title to all goods delivered under the contractual relationship (reserved goods) until full payment has been made. The reserved goods remain the property of VHC until all secured claims have been paid in full. The client shall store the reserved goods free of charge for VHC. The client is entitled to sell the reserved goods in the ordinary course of business. Pledging and assignments of title as security are prohibited. If the client sells the reserved goods, it hereby assigns, as security, all claims against the purchaser arising from this sale to VHC, which shall accept this transfer. The same applies to other claims relating to these goods (e.g., insurance claims or claims arising from tort in the event of loss or destruction). VHC revocably authorizes the client to collect the claims assigned to VHC in its own name. If the client processes the reserved goods, combines them with other items to form a single item, or inseparably mixes them, the client hereby transfers all ownership rights arising from this sale to VHC. VHC accepts the transfer. If third parties access reserved goods, in particular by seizure, the client will immediately point out VHC's ownership and inform VHC immediately of the access. If the third party is unable to reimburse VHC for the judicial and/or extrajudicial costs incurred in enforcing VHC's property rights, the client shall be liable to VHC for this. VHC will release the goods and any items or claims replacing them if their value exceeds the value of the secured claims by more than 20%. The selection of the items rests with the client. If VHC withdraws from the contract due to the client's breach of contract (in particular in the event of default in payment), VHC is entitled to demand the return of the reserved goods. VHC developments of idealized product ideas (characterized, for example, by declaration with nominal values of the active ingredients, dosage form, other features of the dosage form, marketing potential through the composition of advertising statements) remain the intellectual property of VHC – unless an invoiced payment for the development service has been agreed upon. Even the publicity of a product idea following a production order from the client and the distribution of the product does not affect VHC's ownership rights. If a supplier agreement is concluded between VHC and the client regarding the exclusivity (unilateral or reciprocal) of supply by VHC, VHC's retention of title remains unaffected. Minor changes to such an idealized product idea or its technical development do not release VHC from the retention of title. Minor changes are defined as those changes that do not significantly alter the character and target audience appeal of a product idea, even taking into account the change in the offered dosage form.

C. Special Additional Terms and Conditions for Developments

I. Content of the Development Services

When carrying out product development, VHC complies with the applicable rules and regulations under medical device and food law, as well as all applicable legal provisions in the individual case, as well as the state of the art in science and technology, to the extent specified in VHC's development proposal. Product developments that are managed by VHC from the initial concept to market readiness for a client as part of a subsequent intended contract manufacturing contract are subject to VHC's intellectual property rights, and their subsequent production is subject to an automatic license granted by VHC to the client for a term of five years. The license agreement expresses the license agreement that the corresponding article may be made available exclusively by VHC to the client for the term of the license. The following documents or services, individually or in combination, are characteristic of the VHC's right to industrial property rights: (1) VHC declaration DinA4 with characteristic information on dosage form, active ingredient(s), and promotional presentation options, or (2) packaging design developed under the VHC's leadership using declaration drafts and recipes created internally by the VHC, or (3) provision of a free sale certificate issued by an independent accredited food laboratory for the packaging design developed with the VHC using declaration drafts and recipes created internally by the VHC. An infringement of intellectual property rights also occurs when the client markets approximately identical recipes/claims, changes the dosage form, or uses a different name or brand than that in the protected declaration/package image/free sale certificate, or sells identical/varied articles to third parties for marketing purposes. Unless otherwise agreed in writing by the client with VHC, VHC is not obligated to comply with any special, not yet generally known or recognized regulations or guidelines, etc., during product development. Any necessary clinical trials or analyses for the quality or stability of products developed by VHC are the responsibility of the client, unless the coordination of such matters by VHC is separately agreed. All starting materials provided or otherwise made available by the client, such as active ingredients, are delivered to VHC "free dock" (DDP according to Incoterms 2010). Accordingly, the client bears the risk until delivery to VHC.

II. Remuneration and Payment for Services

For the performance of service contracts related to product registrations, VHC will receive the remuneration listed in its service offer. For the performance of a development service against payment, VHC will receive the remuneration listed in its development offer. Unless otherwise stated, the amounts stated are net remuneration (plus VAT) and include personnel costs and other expenses. The remuneration stated is based on estimates that, according to VHC's understanding and experience, represent the minimum amount of effort and working hours. In the event of higher effort and more hours worked, VHC reserves the right to adjust the remuneration accordingly. The calculation will then be based on the actual hours worked and the actual expenditure incurred. Where possible, VHC will inform the client of significant cost changes and further cost specifications. Payment by the client is made in installments. Unless otherwise agreed, the invoice amount is due net (without deduction) upon receipt of the invoice and must be paid within 30 days of this date. The statutory provisions regarding the consequences of late payment apply. Any stability studies and related services will be invoiced separately at least once a calendar year. In the event that this contract begins or ends during the year, the calculation will be pro rata.

III. Acceptance

To the extent that work is owed, the Client shall accept the development under the terms of the contract in the work steps specified in the development quotation. Each work step for which VHC has submitted an interim report to the Client shall be deemed accepted or completed by the Client and approved as essentially in accordance with the contract, either through unconditional payment of the work steps, or four (4) weeks after receipt of the interim report, unless the Client has expressly notified any defects. The development shall be deemed accepted in its entirety through unconditional final payment, or four (4) weeks after receipt of the final report, unless the Client has expressly notified any defects. VHC will separately inform the Client of the consequences of the expiration of the deadlines in sentences 2 and 3. Acceptance may not be refused due to minor defects.

IV. Warranty

In its development, VHC adheres to the state of the art in science and technology. VHC does not assume any warranty for the commercial usability of the results. VHC shall not be liable for the impossibility of development or for delays caused by force majeure or other events unforeseeable at the time of conclusion of the contract, in particular operational disruptions of any kind, including pandemic-related disruptions, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy, or raw materials, economic sanctions, as well as difficulties in obtaining necessary official permits or official measures, or the failure, incorrect, or untimely delivery by suppliers, for which VHC is not responsible. If such events significantly impede or make development impossible for VHC and the hindrance is not merely temporary, VHC may withdraw from the development contract. If the hindrances are temporary, development periods and deadlines shall be extended in accordance with the duration of the hindrance plus one additional week after the end of the hindrance. If acceptance of the development has become unreasonable for the client as a result of the delay, the client may withdraw from the development contract by immediately notifying VHC in writing.

V. Client's Claims for Damages

Section V applies exclusively to the Client's claims for damages. Claims for defects expire 12 months after acceptance (see Section C. III.). This does not apply to the extent that the law stipulates longer periods pursuant to Section 438 Para. 1 No. 2 of the German Civil Code (BGB) (buildings and items for buildings), Section 479 Para. 1 of the German Civil Code (right of recourse), and Section 634a Para. 1 of the German Civil Code (construction defects). The Client's recourse claims against VHC exist only to the extent that the Client has not entered into any agreements with its purchaser that go beyond the legally mandatory claims for defects. Claims for defects (subsequent delivery, repair, withdrawal) by the Client are excluded if they are the Client's fault, in particular if (1) the Client's underlying recipes, manufacturing instructions, testing instructions, or specifications were misleading, incomplete, or incorrect or proved to be technically impracticable and this was not recognizable to VHC, (2) a starting material is used at the Client's express instruction whose unsuitability was notified to the Client by VHC, (3) product defects are due to the inadequate quality of starting materials acquired by VHC from third parties designated by the Client or due to the inadequate quality of materials provided by the Client, or (4) the manufacturing and testing procedures were carried out at the Client's express instruction.

VI. Contractor's Liability and Damagess

VHC shall be liable to the Client for damages, regardless of the legal basis and to the extent that fault is relevant, without prejudice to any other statutory requirements for claims, solely in accordance with this Section V. In the event of simple negligence on the part of VHC, its executive bodies, legal representatives, employees, or other vicarious agents, VHC shall not be liable unless material contractual obligations are breached. Material contractual obligations are obligations whose breach jeopardizes the achievement of the contract's purpose, or whose fulfillment makes the proper execution of the contract possible in the first place, and on whose compliance the contracting parties regularly rely. However, VHC's liability in these cases is limited to the damages foreseen at the time of conclusion of the contract as a possible consequence of the breach of contract or foreseeable with due care. Indirect and consequential damages resulting from defective development are only compensable to the extent that these damages are typically to be expected during the intended use of the developments. The exclusion of liability and limitations of liability also apply to VHC's corporate bodies, legal representatives, employees, and other vicarious agents. In the event of joint liability, the exclusion of liability and limitations of liability also apply to the internal relationship between the parties. The following applies to liability in the assertion of third-party claims against one or both parties: (1) If only one party is held liable by a third party, the other party is obligated to support it to the best of its ability in defending against the claims asserted against it. (2) The client shall indemnify VHC (and our affiliated companies, as well as their respective corporate bodies, representatives, independent and dependent employees) upon first request from all claims and liability based on claims by third parties and attributable to: (2A) marketing, distribution, and sale of the products developed by VHC and advertising thereof, (2B) breach of the client's obligations under this contract or non-compliance with the client's responsibilities, or (2C) infringement of the developed products against third-party intellectual property rights. The indemnification includes, in particular, the assumption of defense costs and the payment of reasonable legal and other defense costs. In any event, the client shall indemnify VHC upon first request from such claims and liability against third parties for which it has declared a waiver of recourse to VHC (see Section C. VII. 3). VHC is not entitled to acknowledge third-party claims without the prior written consent of the client. This exclusion of liability and limitation of liability do not apply to intentional acts, guaranteed characteristics, injury to life, limb, or health, or to liability for fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.

VII. Rights to Inventions

All inventions made by VHC employees during development belong exclusively to VHC. The decision as to whether to file an application for intellectual property rights for such inventions rests solely with VHC. VHC will inform the client of the conduct of a corresponding investigation.

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