General Terms and Conditions (GTC)
PerioTrap Pharmaceuticals GmbH
(Last Update: Februar 2026)
1. Scope
(1) These General Terms and Conditions apply to all contracts, deliveries, and services of PerioTrap Pharmaceuticals GmbH (hereinafter referred to as "Seller") with entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law (hereinafter referred to as "Customer").
(2) These terms and conditions apply to customers based in Germany, Austria, Switzerland, and the member states of the European Union.
(3) Deviating or supplementary conditions of the customer shall not become part of the contract unless their validity has been expressly agreed to in writing.
2. Conclusion of Contract
Our offers are non-binding and subject to change.
(2) A contract is only concluded through written order confirmation or by delivery of the goods.
(3) Oral side agreements do not exist.
3. Product Definition and Distribution
The products offered are intended exclusively for distribution to professionals.
(2) The PerioTrap Prophylaxis Care Gel is intended solely for distribution and use by dental professionals according to its intended purpose. Distribution to end consumers is prohibited.
(3) The customer agrees to independently comply with the applicable pharmaceutical, medical device, cosmetics, competition, and product safety regulations of the respective country of distribution.
(4) The customer confirms upon conclusion of the contract that they are an entrepreneur within the meaning of § 14 of the German Civil Code (BGB) and that they will acquire the products exclusively in the context of their commercial or professional activities.
4. Prices and Payment Terms
(1) All prices are quoted in euros net of statutory value-added tax and any applicable shipping costs.
(2) In the case of intra-community supplies to other EU member states, the delivery is exempt from value-added tax in accordance with § 4 No. 1b in conjunction with § 6a of the VAT Act, provided that the customer presents a valid value-added tax identification number (VAT ID) and the legal requirements are met.
(3) The customer is required to provide a valid VAT ID number. If a valid number is not provided or the conditions for a tax-free delivery are not met, the seller is entitled to charge the statutory sales tax.
(2) Unless otherwise agreed, invoices are payable within 7 calendar days from the invoice date without any deductions.
(4) In the event of payment delay, the statutory default regulations for entrepreneurs apply (§ 288 BGB).
(3) The seller is entitled to exclude certain payment methods.
(5) The customer is only entitled to set-off or retention rights if their counterclaims have been legally established or are undisputed.
5. Delivery and Delivery Conditions
5.1 Delivery Area
Deliveries are made exclusively to business customers in Germany, Austria, Switzerland, and the member states of the European Union.
5.2 Delivery Deadlines
Germany & Austria: 2–4 business days
Switzerland: 5–7 business days after receipt of payment
Other EU member states: 3–7 business days after receipt of payment, unless otherwise agreed.
Delivery times are subject to proper and timely self-supply.
5.3 Force Majeure
Events of force majeure, governmental measures, supply chain disruptions, labor disputes, or other unforeseeable circumstances not attributable to the seller shall extend the delivery period appropriately. Claims for damages are excluded in this regard.
5.4 Partial Deliveries
Partial deliveries are permissible as long as they are reasonable for the customer.
6. Delivery terms according to Incoterms® 2020
(1) Unless otherwise agreed, deliveries are made in accordance with DAP (Delivered at Place) – named delivery address.
The risk passes to the customer upon delivery of the goods at the designated location.
Switzerland
The buyer is responsible for customs clearance, customs duties, import sales tax, and any other import fees.
The delivery is made as a tax-free export delivery in accordance with § 4 No. 1 a in conjunction with § 6 of the Value Added Tax Act (UStG).
EXW (Ex Works)
At the explicit request of the customer, delivery is made according to EXW (Ex Works). Loading, transport, as well as export and import formalities are entirely the responsibility of the buyer.
6. Shipping Costs
The shipping costs are listed separately in the offer.
Germany & Austria:
Free shipping on orders over a net value of €150.
Switzerland and other EU member states:
Shipping costs according to individual agreement or offer.
8. Retention of Title (Extended and Renewed)
(1) The goods remain the property of the seller until the complete settlement of all current and future claims arising from the business relationship.
(2) The customer is entitled to resell the reserved goods in the ordinary course of business. However, he already assigns all claims from the resale to the seller in the amount of the respective invoice amount. The seller accepts the assignment.
(3) Any processing or transformation of the reserved goods is always carried out for the seller. If the goods are processed with other items that do not belong to the seller, the seller acquires co-ownership in proportion to the invoice value of the reserved goods to the other processed items.
(4) In the event of a breach of contract, particularly in the case of payment default, the seller is entitled to reclaim the goods.
9. Warranty and Duty to Inspect and Notify
(1) § 377 HGB applies. The customer is obligated to inspect the goods immediately upon receipt.
(2) Obvious defects must be reported in writing no later than 5 business days after receipt of the goods.
(3) Hidden defects must be reported in writing immediately after discovery.
(4) In the case of justified defects, the seller may choose to either remedy the defect or provide a replacement. If the remedy fails, the customer is entitled to request a reduction in price or to withdraw from the contract.
10. Liability
(1) The seller is fully liable in cases of intent and gross negligence.
(2) In cases of simple negligence, the seller is only liable for violations of essential contractual obligations (cardinal duties). In this case, liability is limited to typical, foreseeable damages.
Liability for lost profits, indirect damages, or consequential damages is excluded to the extent permitted by law.
(4) Liability under the Product Liability Act as well as for damages resulting from injury to life, body, or health remains unaffected.
10. Data Protection
The processing of personal data is carried out in accordance with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR).
Further information is available at:
https://periotrap.com/privacy/
12. Place of performance, jurisdiction, applicable law
(1) The place of performance for delivery and payment is the seller's registered office.
The exclusive jurisdiction is – to the extent permitted – the registered office of PerioTrap Pharmaceuticals GmbH.
German law applies, excluding the UN Sales Convention.
(4) Mandatory statutory provisions of the state in which the customer is located remain unaffected, insofar as they cannot be waived in B2B transactions.
13. Language of the Contract
The language of the contract is German.
In case of doubt, the German version is authoritative when using an English translation.
12. Final Provisions
If any individual provisions of these terms and conditions are or become wholly or partially ineffective, the validity of the remaining provisions shall remain unaffected. Instead of the ineffective provision, a regulation shall apply that comes closest to the economic purpose of the ineffective provision.