General Terms and Conditions of Business
1. AREA OF APPLICATION / GENERAL
a) These terms and conditions apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of § 310 I of the German Civil Code (BGB).
b) Any of our customers’ terms and conditions of purchase that conflict with or deviate from our terms and conditions shall only apply if we have expressly agreed to their validity in writing. Otherwise, our written order confirmations shall apply. c) Statements made by us regarding the quality, durability and availability of goods offered shall only be deemed to be guarantees if we have expressly designated these statements as guarantees.
2. PRICES
a) Unless otherwise agreed in writing, our prices are ex works in Euro without the applicable value added tax. The stated prices are therefore net prices. At present, the statutory value added tax is 7% or 19%.
b) The prices quoted by us refer exclusively to the products from our catalog, each identified by an order number. The prices of the price list valid at the time of the order shall apply in each case. If the customer requests products from other manufacturers, we will prepare special offers for these.
c) Unless otherwise agreed in writing, the purchase price shall be paid within 30 days of the invoice date. Interest on arrears will be charged at a rate of 6% above the respective base interest rate p.a. We reserve the right to assert higher damages caused by default in excess of this amount.
d) Our customers shall only be entitled to set-off in cases where their counterclaims have been legally established or are undisputed. The authority to exercise a right of retention exists only insofar as a counterclaim is based on the same contractual relationship. Our claims – including deferred claims – will be immediately cancelled in case of default of payment, payment difficulties, initiation of bankruptcy or composition proceedings.
3. DELIVERY / SHIPPING
a) If no express delivery or other special service has been agreed upon for the shipment, the delivery will be made via the standard shipping partner. If an express delivery or other special service has been agreed upon, the customer will be invoiced for the costs incurred. The minimum order value for a free delivery is 200.00 €.
b) Unless expressly agreed otherwise, the delivery dates and deadlines we specify are not binding. However, our customers have the option, in a case where we have exceeded a non-binding delivery date or a non-binding delivery period by at least four weeks, to request us in writing to deliver within a reasonable period of time. If we do not deliver even after this period, the customer can withdraw from the contract.
c) We are only obliged to deliver when the customer has fulfilled his contractual obligations.
d) Should we not be able to deliver ordered goods due to a strike, lack of material, import and export bans or operational disturbances of any kind, we are released from the delivery obligation and can withdraw from the contract in whole or in part. This shall also apply if the impossibility of delivery for the aforementioned reasons is due to our suppliers or a sub-supplier.
e) We reserve the right to change models and make technical modifications.
f) If necessary, special instruments (accessories) can be provided for the proper use of the contract goods. These remain the property of the supplier. The special instruments are to be used for the duration of the contract under consideration of the necessary care, purpose and information regarding control, maintenance and testing. In case of loss or damage, we reserve the right to charge the costs of necessary replacement or repair to a reasonable extent. The customer is obliged to observe the specific instructions for use and preparation of the instruments provided. In the event of a return, the relevant regulations (see also 6.b) must be observed.
g) We are entitled to make partial deliveries and partial services, as far as this is reasonable for the customer. TRANSFER OF RISK If the goods are shipped to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving our ramp. This also applies to carriage paid deliveries as well as to delays for which we are not responsible at the time of readiness for dispatch. The customer is obliged to accept the delivered goods, this also applies to partial deliveries.
5. TAKE BACK
a) The customer is only entitled to a return delivery if we expressly agree to this return delivery. In principle, only the return of unopened sterile packaging is possible. Furthermore, a customer is obliged to enclose a consignment bill with his return delivery, stating the reason for the return delivery and the employee who gave his consent to the return delivery. Furthermore, the article number, the delivery date and the invoice number must be indicated.
b) If the customer has received the goods ordered by him and returns the delivery for reasons for which we are not responsible, the customer can be charged up to 30% of the value of the goods and the freight costs.
c) Damaged products are excluded from return, as far as the damage was not caused by us.
d) In case of a return, the customer has to bear the costs of the delivery of the goods to him as well as the costs of the return to us.
6. LOAN SHIPMENTS
a) Certain goods can also be made available to the customer on loan. This is only possible if these goods have been expressly ordered by the customer as a loan and this order has been approved by us.
b) Instruments made available on loan are to be returned to us completely cleaned and disinfected at the end of the agreed loan period (using a two-stage cleaning procedure “US and RDG”). The respective current instructions for use and cleaning instructions apply. A written confirmation of the cleaning steps and disinfection carried out must be enclosed with the return shipment. If this has not been done, the customer will be charged an expense allowance for reprocessing the instruments. The amount of this compensation is based on the actual expenditure. The instruments must be shipped in suitable transport packaging that protects against damage and contamination.
c) Sterile goods must be shipped in their undamaged original packaging, free from defects and in suitable transport packaging.
d) The returned goods will be subjected to a receiving inspection. If any damage is found, we reserve the right to charge for the replacement or repair.
7. DEFECTS
a) For the contractual relationship between us and the customer, the legal regulations for defects of quality and defects of title shall apply, unless otherwise specified below or individually agreed in writing between us and the customer.
b) Insofar as we grant guarantees for individual products, this is expressly specified in detail in our offers. In the absence of such a specification, no guarantee is given for the respective product.
c) The customer is obligated to complain in writing about defects that are immediately apparent to him immediately after receipt of the goods. Hidden defects must be claimed within seven days of receipt of the goods at the latest.
d) Insofar as the customer is entitled to warranty claims, these are limited to a right to rectification, replacement delivery or reduction of the remuneration at our discretion. However, the customer has the right to demand a reduction in price or to withdraw from the contract if the repair or replacement fails.
e) When sending in an item that is the subject of a complaint, it must be sent carriage paid.
f) A guarantee granted by us expires if the customer himself or a third party commissioned by him makes unauthorized changes of any kind or repairs to the products delivered by us. We assume no liability for consequential damages, rework, wages, sorting costs, storage costs, etc.
g) Insofar as we provide information on possible uses of our products, technical advice and other information, this is done to the best of our knowledge, but without obligation, also with regard to any third-party property rights and does not release the buyer from the obligation to check our products for their suitability for the intended purpose.
8. RETENTION OF TITLE
a) We reserve the right of ownership of the delivered goods until all claims arising from the delivery contract have been paid in full.
b) As long as the ownership has not yet been transferred to the customer, the customer is obliged to treat the purchased item with care. If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as the ownership has not yet been transferred to him, the customer must inform us immediately in writing if the delivered item is impounded or exposed to other interventions by third parties. As far as the third party is not able to reimburse us the judicial and extrajudicial costs of a lawsuit according to § 771 ZPO, the customer is liable for the loss incurred by us.
c) The customer may not pledge the goods to third parties or assign them as security until the transfer of title to him.
d) The customer is entitled to resell the goods subject to retention of title in the normal course of business. The customer hereby assigns to us the customer’s claim arising from the resale of the goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and in particular no application for the opening of insolvency proceedings has been filed or payments have been suspended.
e) The treatment, processing or transformation of the purchased goods by the customer shall always be carried out in our name and on our behalf. In this case, the customer’s expectant right to the object of purchase shall continue in the transformed object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. Insofar as the mixing is carried out in such a way that the object of the declarant is to be regarded as the main object, it is deemed agreed that the customer transfers proportional co-ownership to us and that sole ownership or co-ownership thus created is maintained for us. In order to secure our claims against the customer, the customer also assigns to us such claims which accrue to him against a third party through the connection of the reserved goods with a property; we hereby accept this assignment.
f) We undertake to release the security to which we are entitled at the request of the customer if its value exceeds the claim to be secured by more than 20%.
g) We shall remain the owner of the illustrations, drawings etc. provided to the customer. These may not be published, duplicated or otherwise made accessible without our written consent.
9. LIABILITY
a) We shall be liable for all damages to life, body and health which are based on a negligent or intentional breach of duty by us, our legal representatives or our vicarious agents, as well as for such damages which are covered by liability under the Product Liability Act, as well as for damages which are based on intentional or grossly negligent breaches of contract as well as fraudulent intent on our part, on the part of our legal representatives or vicarious agents.
b) If we have given a guarantee of quality and/or durability with regard to the goods sold, we shall also be liable within the scope of this guarantee. However, we shall only be liable for damage which is based on the absence of the guaranteed quality or durability but which does not directly affect the goods if the risk of such damage is obviously covered by the quality or durability guarantee.
c) For damages caused by simple negligence, we shall only be liable to the extent that this negligence concerns the violation of such contractual obligations, the observance of which is of particular importance for the achievement of the purpose of the contract. The same shall also apply if the customer is entitled to claims for damages instead of performance. However, we shall only be liable insofar as the damages are typically associated with the contract and are foreseeable.
d) Any further liability on our part for the sale of an item is excluded, regardless of the legal nature of the asserted claim. Insofar as liability on our part is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives or vicarious agents.
10. DATA PROTECTION
a) In accordance with the applicable medical device law, we are obliged to collect data and store it within legally prescribed periods. This data may include personal data of our customers, business partners or patients.
b) We inform the customer that personal data is stored for the purposes of the business relations entered into and – to the extent permitted by law – used or transmitted.
c) Personal data of patients will be used in accordance with the Medical Devices Act in compliance with the DSGVO and will only be made available to third parties if expressly requested by authorities, courts or Notified Bodies.
11. PLACE OF PERFORMANCE / JURISDICTION / APPLICABLE LAW
Place of performance for deliveries is the respective place of dispatch. The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the court responsible for the seller’s registered office. The law of the Federal Republic of Germany shall apply exclusively, excluding the CISG.
Hans-Böckler-Str. 57, 58348 Lüdinghausen
Status: 31.08.2019