General Terms & Conditions

1. Scope

1.1 These General Terms & Conditions govern all current and future business relationships.
1.2 Customers in the meaning of these Terms & Conditions are both consumers and entrepreneurs.
1.3 Any divergent, conflicting or supplementary terms and conditions, even where known, do not form part of any contractual relationship, except if explicitly agreed in writing.

2. Offer and Contract Closing

2.1 Our offers remain subject to change. The content of any contract is defined exclusively by our order confirmation unless the same was rejected with legal effect. We accept qualified orders within two (2) weeks by delivery of an order confirmation or of the ordered goods.
2.2 We reserve our ownership title to and copyrights in all documents delivered to the ordering party, such as calculations, drawings etc. These documents may be disclosed to third parties only with our express prior written consent.
2.3 We are entitled to perform acceptable partial deliveries, which are deemed independent performance.
2.4 The customer is obliged to observe all security, inspection and protection regulations and any further legal requirements applicable in the country of use.
2.5 To the extent that the customer has received warning notices and instructions for use from us, the customer undertakes to pass them on when delivering products received from us to any other trader and/or customer. The customer is subject to its own comprehensive inspection and monitoring duties.
2.6 We are entitled to rescind the contract in the case of non-contractual conduct of the customer, e.g. a breach of sales conditions or documentation duties, or if it becomes evident after contract closing that the customer has sustained financial collapse or loss of good credit standing and was set an acceptable additional term without effect.

3. Payment Terms and Conditions

3.1 Our prices are ex-works and exclusive of packing and value added tax in the respectively applicable amount, unless otherwise agreed in writing.
3.2 Deduction of trade discount is permissible only if specifically agreed in writing. The purchase price is payable without deduction immediately upon receipt of the invoice, unless a different payment date was specifically agreed. Payment is deemed made only once we can freely dispose of the payment amount. Payment default is subject to the applicable legal regulations.
3.3 Customers are entitled to setoff only if their counterclaims have been determined with legal effect and are uncontested. Customers are entitled to exercise a right of retention only if the counterclaim derives from the same cause in law.

4. Delivery and Performance Periods, Reacceptance Obligations

4.1 Commencement of the delivery term specified by us presumes clarification of all technical issues and due and proper fulfilment of all customer obligations, e.g. approvals.
4.2 If the customer delays acceptance by more than two (2) weeks or culpably breaches other cooperation duties, we shall be entitled to claim damages. In such cases, the risk of inadvertent destruction or inadvertent deterioration of the goods purchased shall devolve upon the customer at the time at which its acceptance or debtor default commenced.
4.3 Legal reacceptance obligations are effective only with regard to end consumers.

5. Reservation of Title

5.1 We reserve title in the ordered/purchased item until all claims – including prior, future and conditional claims and all ancillary and damages claims – under the business relationship with the customer have been fulfilled.
The customer is obliged to handle goods subject to reservation of title with due care and, in particular, to insure the same at its own expense in sufficient amount at purchase value against fire, water and theft.
We are entitled to reclaim the goods purchased if the customer is in breach of contract.
5.2 If goods subject to retention of title are processed or combined and/or mixed with other goods by the customer, we are entitled to co-ownership of the new products thereby created in the ratio of the invoice amount of the goods subject to retention of title to the sales value of the new product. Our other respective legal entitlements and rights shall remain unaffected thereby.
5.3 In the case of third-party recourse to goods subject to retention of title, in particular by seizure, the customer will give notice of our ownership title and notify us immediately, so that we can enforce our ownership rights. If the third party is unable to refund the judicial and extrajudicial costs incurred by us in this context, the customer shall be liable for the said costs.
5.4 The customer is entitled to resell goods subject to retention of title in its regular course of business. The customer herby already cedes to us the claim of the buyer from such resale in the amount of the final invoice sum agreed with us (including legal value added tax). This cession shall be valid regardless whether the purchased good was resold without or after further processing. The customer shall remain entitled to collect the claim even after cession. Our right to collect the claim ourselves shall remain unaffected thereby.

6. Warranty and Notice of Defect

6.1 Warranty entitlements of the customer presume that customer duly performed its legal duties of inspection and defect notification.
6.2 To the extent that goods delivered or manufactured by us are defective, the customer shall be entitled to exercise all its respective legal rights, subject to the proviso that we are entitled to perform subsequent improvement or replacement delivery at our discretion in accordance with the applicable legal regulations.
6.3 The customer is obliged to terminate processing and resale of delivered goods immediately if defects of the same are detected.
6.4 The customer is obliged to give written notice of evident defects in writing immediately upon receipt of the goods; the assertion of defect claims is otherwise precluded. Timely posting of notice is sufficient for observation of term. The customer shall bear the full burden of proof for all claim preconditions, in particular for the defect itself, for the time of defect detection and for timely defect notification.
6.5 Defect claims are subject to a statute of limitations of twelve (12) months after delivery of our goods to the customer. Warranty claims are principally precluded in the case of sales of used goods.
6.6 Defect notices must be given in writing immediately and no later than two (2) weeks after receipt of the goods. In the case of hidden defects, this term shall be extended to two (2) weeks after detection, but no longer than six (6) months after receipt of the goods. We are entitled to refuse reacceptance of goods returned to us without our consent.

7. Traceability of medical devices

7.1 With acceptance of delivery you ensure the traceability of the medical devices placed by you in the market and the compliance with the obligations of the MDD 93/42 / EEC. For deliveries outside Germany you ensure furthermore to comply with the national regulations for the registration and traceability in the respective country.

8. Liability

8.1 Our liability – regardless of legal cause – is limited to damage caused by us intentionally or in gross negligence.
8.2 Damages claims under product liability law and for damage to life, limb or health shall remain unaffected thereby.

9. Purchasing Terms and Conditions

9.1 Order confirmations
Order confirmations of the seller containing terms and conditions of purchasing other than those present shall not be accepted. Our terms and conditions of purchasing shall also govern future orders.
9.2 Defect notices
We are entitled to give notice of defects within four (4) weeks of receipt of the goods and in the event of hidden defects within two (2) weeks of their detection.
9.3 Warranty
9.3.1 We are entitled to all legal warranty claims in full. Regardless thereof, we are entitled to claim defect correction or replacement delivery by the supplier at our discretion. In this case, the supplier shall be obliged to bear the cost of defect correction or replacement delivery. The entitlement to claim damages shall remain unaffected thereby.
9.3.2 The seller guarantees that the condition of the goods or service delivered fulfils the legal and supervisory requirements applicable to their operation or use and that they do not breach third party rights.
9.3.3 If claims are lodged against us for a defect of goods delivered by the supplier under product liability law, the supplier shall be obliged to hold us free and harmless against the manufacturer liability caused by the defect.
9.4 Retention of Title
To the extent that we provide parts to the supplier, we reserve title to them. Processing and refashioning of such parts by the supplier are performed on our behalf. In the case of combined processing or mixing, we acquire co-ownership of the new product thereby created in the ratio of the value of our part to the other processed items at the time of processing.

10. Place of Fulfilment, Court of Jurisdiction, Governing Law

10.1 This contract and all legal relations between the parties are governed by the law of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CISG).
10.2 The place of fulfilment and exclusive court of jurisdiction for all disputes under the present contract is our registered place of business, unless specifically provided otherwise in our order confirmation.
10.3 Alterations and amendments of the present contract must be made in writing. This also applies to any change of the present written form requirement. There are no oral collateral agreements.
10.4 Should any provision of the present contract be ineffective or include a loophole, this shall not affect its other provisions.

B-6002-REV1 2015-07