1. General terms
1.1 The following sales conditions and terms of delivery of the company Medical ECONEt GmbH, Germany, named below Medical ECONEt, are valid for present and future - business relations, contracts, deliveries and services as well as offers. Moreover, the appropriate legal regulations are applying for. Purchasing conditions of the buyer are only effective if they are accepted from our side in writing before the respective contract conclusion.Our general terms of business are accepted by the buyer when placing the order, at the latest, however, with acceptance of the first delivery or service and apply in the valid version for the whole duration of the business cooperation. Any differing conditions of the buyer are herewith disagreed by us. Likewise in case of execution of an order these are not accepted. The contract is only effective by our written confirmation of order; if no written confirmation of order is given, the contract is in any case effective by delivery of the merchandise or services mentioned in our invoice.
1.2 Prices, information of services or assurances are only binding for Medical ECONEt if they have been confirmed by us in writing.
1.3 All data and information mentioned in brochures, catalogues, circulars, advertisements, price-lists or in the enclosure (information, drawings, pictures, technical data, weight-, measurement- and service descriptions) are not-binding, as far as they are not expressly mentioned as binding in the order-confirmation.The same applies for all other information in advertising media, web presence or similar. Medical ECONEt expressly reserves itself the ownership and the copyright of drawings, pictures, technical data weight-, measurement- and service descriptions. These data may only be handed over to a third party with previous approval.
2.1 The prices are EURO (€) prices and are based, if nothing other agreed, on fixed prices ( net basis ) from our Oberhausen warehouse without value added tax. The value added tax is taken into account separately to the amount valid in each case, i.e. to the valid tax-regulations.
2.2 Valid are the prices of the actual price-list, at the day of contract conclusion.
In case the buyer is a company in the sense of the Civil Code (BGB), we are entitled to charge them in addition. (for example, new or increased custom fees, taxes, other dues, freight increases, etc) after conclusion of the contract.
2.3 Payment has to be effected within 14 days after receipt of invoice and without any deduction, unless, there is another term agreed and mentioned in the order-confirmation. At the
end of this period the buyer comes in default of payment. Important for a punctual payment is the receipt on Medical ECONEt`s bank account. Checks and drafts are only accepted if agreed. If payment will not be effected in cash, the payment has to made by bank transfer under reference of customer- and invoice number to the bank account mentioned in the invoice. Transfer expenses, draft fees and discount charges at buyer’s expense.
2.4 Charging is only allowed with indisputable or legally binding counterclaims. If the buyer is an enterpriser, the assertion from retention- and / or other service refusing rights is only allowed with indisputable or legally binding counterclaims and only if these are justified in the concluded contract.
2.5 In case the buyer is an enterpriser, we are entitled with regard to a delay in payment as well as with reasonable concern of essential property deterioration or insolvency of the buyer, not to execute a delivery or to claim the immediate pre-payment of all, still not due demands including deferred claims and such from drafts or suitable securities after our choice. If the buyer does not fulfill pre-payment or deposit within an adequate informed limit, we are entitled by ourselves, to waive from all contracts and to charge the customer with all expenses incurred and which will arise as well as for lost profit.
3.1 Offers are subject to confirmation
4.1 The term of delivery begins with the date of the orderconfirmation, however, not before obtaining of documents, approvals and clarification of technical details or before receipt of an agreed deposit. The compliance of the term of delivery or performance term by us assumes, in any case, the fulfillment of the contract obligation by the buyer.
4.2 In case of obstacles of our side or with our presuppliers which are beyond our influence, for example, force majeure, public majeure, ex- and import prohibition, industrial conflicts,
delays or failure of the delivery of essential raw materials, materials or parts, the term of delivery will be appropriately extended. If the delivery or service of those events becomes finally impossible due to such events, we are entitled to withdraw from the contract. In this case claims for damages are excluded.
4.3 Part deliveries are allowed.
4.4 To obtain the terms of delivery or service it is sufficient to dispatch the goods in time.
4.5 Exceedings of date of delivery or terms of delivery entitle the buyer to withdraw from the contract if he has set unsuccessfully an adequate extension to us. The extension
request has to be effected - as far as the buyer is an enterpriser - in writing. If the delivery or service is delayed due to a reason affected by the buyer and of which he is informed, i.e. default of acceptance and passing of risk to buyer’s account.
5. Retention of title
5.1 The delivered merchandise remains property of Medical ECONEt up to entire payment of all demands from the business relation between the buyer and Medical ECONEt. If the buyer is an enterpriser too, the delivered product remains our property up to fulfillment of all, even future demands from the business relation with the buyer including the extinguishing of all liabilities from checks and drafts which have been given in connection with the business relation. The enlistment of single claims in a current invoice or the balance drawing and their acknowledgment do not cancel the retention of title. In this case the reserved property deemed to be a backup of the balance demand.
5.2 The customer shall undertake to sell the goods that are subject to the retention of title only in the usual course of business; but hypothecation or transfer by way of security is not permitted to him. Hypothecation or transfers by way of security of goods that are subject to the retention of title are all in all inadmissibly. As explained on top the buyer may alienate the product only in the proper commercial way under shifting of the retention of title. This right ends offhand if insolvency is applied about the property of the buyer or a temporary insolvency procedure is arranged. Herewith the buyer assign beforehand up to entire acquittance of all our demand from delivery and service, to him from the sale to being entitled demands by full amount with all ancillary rights to the security to us. If the buyer accepts the demand in a current account relation existing with his customers, the current account demand has assigned by
full height. After raised balancing it will be replaced by the approved balancing which applies up to the aount of the former sum?
5.3 The buyer remains entitled to the collection of these demands, as long as he fulfills his obligations towards us and we have not contradicted the collection by the buyer. Drawn amounts are to be paid to us, as far as demands from the business connection of the buyer with us are due.
5.4 With menacing stoppage of payments, insolvency or negative information which point to an essential deterioration of the financial situation of the buyer we are entitled to take the conditional deliveries to ourselves; herewith the buyer gives irrevocably and at all costs its approval with the return of the goods. The same applies if execution, change or check remonstrances are found against the buyer.
5.5 The buyer has to treat the conditional goods devotedly and to keep it in good condition. In case of damnification of security interest of the seller by third parties, in particular sequestration or distraint of deliveries and/or claims, the buyer will inform us immediately by sending of all necessary documents ( for example bailiff's return and suchlike) and informs the third party of our security interest. The buyer is obliged to bear all costs which occur by preventing damnification of our security interest.
6. Guarantee and liability
6.1 Medical ECONEt grants the obligatory period of warranty.
6.2 Provided that the buyer is an enterpriser, obvious defects must be notified immediately, at the latest within 7 calendar dates after delivery or service in writing. Concealed defects has to be notified as well latest 7 calendar days after becoming known in writing. If the buyer is no enterpriser, obvious defects should be informed of latest within 2 weeks after delivery or service in writing.
6.3 In case of deficient delivery or service the delivery or service of faulty parts or partial groups can be touched-up to our choice. In no case we are liable for such expenses that the concerned goods are located at another place than the place of fulfilment. According to our choice, repair of deficiencies can be executed in the buyer’s premises, too.
6.4 Is the buyer enterpriser, our liability is limited for a third party product to the assignation of the claims which are entitled to us against the third party products, provided that, we give
access to the buyer by assignation of all information known to us about the supplier which allow the assertion of the claim to the buyer.
6.5 In case of a final failure of a touch up or replacement delivery or replacement service the buyer can choose between decreasing of the retail price (lowering) or cancellation of the
contract. In the event of a slight breach of contract, particular with only slight defects, the buyer is not entitled to withdraw from the contract.
6.6 Excluded are all further claims including any claim for damages because of consequential damages, as well as from fault regarding the conclusion of the contract and from negligent unauthorized actions against Medical ECONEt or their fulfilment assistants. This does not apply as far as there is liability for circumstances of intention or culpable negligence.
6.7 Medical Econet does not take the obligations of warranty or service in case of excessive or wrong uses of devices or wrong storage, transport, stocking and handling of the devices. Medical Econet does not take responsibility for the consequences for those it may arise thereinafter.
7. Place of delivery and jurisdiction
7.1 Place of jurisdiction for traders is Oberhausen. The right of the Federal Republic of Germany applies with the exception of the law of conflicts. The application of the UN-convention law is excluded. We are also entitled to take action in every other lawful place of jurisdiction.
8. Legal prescription
8.1 The buyer is responsible for the observance of the medicine product law and other legal regulations of the handling and use of medical products. In particular he has to pay attention to the fact that the prescribed device label is not changed.
8.2 The commercial buyer is responsible for the compliance of MDD and its national implementation in regard of supporting user manual in local language.
9. Final clause
Should individual regulations of these conditions be all ineffective or partially void, ineffective and / or impracticable the remaining regulations are not effected from. Void, ineffective and/or impracticable regulations are to be replaced with such effective and practicable regulations which come close to the aimed economic purpose. The same applies if these conditions should contain a gap.