(1) These terms and conditions apply to entrepreneurs, legal entities under public law, or special funds under public law (hereinafter referred to as "Customer").
(2) Our deliveries, services, and offers are exclusively governed by these terms and conditions of sale and delivery. They also apply to all future transactions with the Customer, provided they are of a similar or related nature.
(3) Any general terms or purchasing conditions of the Customer are hereby rejected. This applies to all types of transactions. Likewise, any terms and conditions of sale from the Customer are explicitly rejected.
(1) Our offers are non-binding and subject to change unless explicitly designated as binding.
(2) A Customer's order, which qualifies as an offer to conclude a contract, may be accepted by us within two weeks through a written confirmation or by fulfilling the contractual service within the same period.
(3) Drawings, illustrations, dimensions, weights, or other performance data are only binding if explicitly agreed upon in writing.
(1) Our delivery obligations are subject to correct and timely self-delivery unless the incorrect or delayed self-delivery is our fault.
(2) Partial deliveries and partial services are only permissible if they are of interest to the Customer concerning the purpose of the contract and do not result in significant additional expense for the Customer.
(3) Delivery times are approximate unless otherwise agreed with the Customer. Delivery periods commence only after all execution details have been clarified, and the Customer has properly fulfilled their obligations.
(4) If the Customer delays acceptance, retrieval, or collection of goods, we are entitled to claim damages incurred as a result. Upon the occurrence of acceptance delay, the risk of accidental deterioration or accidental loss transfers to the Customer.
(5) Further statutory claims and rights of the Customer due to delivery delays remain unaffected.
(1) Our prices are ex works or warehouse plus freight and the applicable VAT. Unless otherwise agreed, the prices in the price list valid at the time of contract conclusion apply.
(2) If taxes or other external costs included in the agreed price change or arise more than four months after the conclusion of the contract, Medizintechnik Promedt GmbH is entitled to adjust the price accordingly.
(3) Packaging for transport/shipping is charged at cost unless otherwise agreed with the Customer.
(4) Our invoices are payable immediately and without deduction. The Customer is in default of payment no later than 10 days after the due date and receipt of the invoice or service.
(5) The Customer may only offset our claims with undisputed, recognized, or legally established claims or claims that are directly related to our claim. A right of retention may only be exercised if the counterclaim is based on the same contractual relationship.
(6) In case of payment default, the statutory provisions apply.
(1) If the goods are shipped to the Customer at their request, the risk of accidental loss or deterioration transfers to the Customer upon dispatch, no later than when leaving our works/warehouse. This applies regardless of who bears the shipping costs.
(2) If shipment is delayed at the Customer's request, the risk transfers upon notification of readiness for shipment.
(1) Until the final payment of all current and future claims arising from the business relationship has been made, the delivered goods remain our property (reserved goods). In the case of multiple claims or an open account, the retention of title serves as security for the balance owed, even if individual deliveries of goods have already been paid for.
(2) In the event of behavior by the customer that violates the contract, such as payment default, we have the right to reclaim the reserved goods after setting a reasonable deadline. Reclaiming the reserved goods constitutes a withdrawal from the contract. We are entitled to sell the reserved goods after reclaiming them. The proceeds from the sale, less a reasonable amount for sales costs, will be offset against the amounts owed to us by the customer.
(3) In the case of third-party claims on the reserved goods, particularly attachments, the customer shall indicate our ownership and notify us immediately so that we can enforce our ownership rights.
(4) The customer is entitled to process and sell the reserved goods in the ordinary course of business, provided they are not in default. Pledging or transferring ownership as security is not permitted. The claims arising from the resale or any other legal grounds (e.g., insurance claims, tort) related to the reserved goods are hereby fully assigned to us by the customer for security purposes. We grant the customer revocable authority to collect these claims in their own name on our behalf. This collection authority expires if the customer fails to meet their payment obligations properly, encounters financial difficulties, becomes subject to enforcement measures, or insolvency proceedings are opened against their assets or rejected due to lack of assets.
(5) Processing or transformation of the goods is always carried out on our behalf as the manufacturer, without any obligation on our part. If the goods are processed with other items not belonging to us, we acquire joint ownership of the new item in proportion to the value of the goods delivered by us to the other processed items at the time of processing. If the goods are combined or inseparably mixed with other items not belonging to us, we acquire joint ownership of the new item in proportion to the value of the goods delivered by us to the other combined or mixed items. If the customer’s item is considered the main item in such combinations or mixtures, it is deemed agreed that the customer transfers proportional joint ownership of the new item to us. The customer shall hold the joint ownership thus created on our behalf.
(6) We are obliged to release the securities to which we are entitled to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%. The selection of securities to be released is at our discretion.
(1) In the event of a breach of contractual obligations, the customer is entitled to statutory rights in accordance with the following provisions.
(2) The customer is only entitled to warranty claims if they have fulfilled their obligations to inspect and report defects in accordance with § 377 of the German Commercial Code (HGB).
(3) In the case of a justified and timely notice of defects, the customer is entitled to subsequent performance during the warranty period. We reserve the right to choose the type of subsequent performance – either rectification of the defect or delivery of a defect-free item. If the subsequent performance fails or further attempts at subsequent performance are unreasonable for the customer, they are entitled to reduce the purchase price or withdraw from the contract.
(4) If the customer is held liable by their buyer or a consumer for a defect in the delivered goods that already existed at the time of transfer of risk or was reported by a consumer as the final purchaser, the statutory rights of recourse of the customer against us in accordance with §§ 478, 479 of the German Civil Code (BGB) remain unaffected.
(5) Claims for damages under the conditions set out in Section 8 due to a defect can only be asserted by the customer after subsequent performance has failed or if we refuse subsequent performance. The customer's right to assert further claims for damages under the conditions of Section 8 remains unaffected.
(6) Claims against us for defects are only available to the customer and are not transferable.
(7) The limitation period for defect claims is one year from the transfer of risk. This does not apply where the law prescribes longer periods in accordance with §§ 438(1) No. 2 (buildings and items for buildings), 478, 479 (supplier recourse), and 634a(1) No. 2 BGB (construction defects), as well as in cases of injury to life, body, or health, in cases of intentional or grossly negligent breach of duty by us, or in the fraudulent concealment of a defect.
We are only liable for damages insofar as they are caused by a breach of an essential contractual obligation or by intentional or grossly negligent conduct on our part, or that of our legal representatives or vicarious agents. If an essential contractual obligation is breached through slight negligence, our liability is limited to the foreseeable damage typical for the contract. An essential contractual obligation is one whose fulfillment is necessary for the proper execution of the contract or whose observance the customer has relied upon and was entitled to rely upon. Any further liability for damages is excluded. Liability for culpable injury to life, body, or health under statutory provisions remains unaffected. This also applies to mandatory liability under the Product Liability Act.
(1) The place of performance for all our delivery obligations and for all other contractual obligations of both parties is 25436 Tornesch.
(2) This contract, these terms and conditions, and the entire legal relationship between the customer and us are governed by the law of the Federal Republic of Germany, excluding all references to other legal systems and international agreements. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
(3) For all disputes arising from this contractual relationship, the place of jurisdiction is 25436 Tornesch. However, we are also entitled to bring legal action against the customer at their place of business.
Version: December 2019