GENERAL TERMS AND CONDITIONS
- general provisions
We, the Medical Econet GmbH, supply and sell goods exclusively to commercial customers. By placing an order (by telephone, fax, email or in our online shop) the customer declares that he is acting as a trader or freelancer and not as a private person.
Our following terms and conditions of sale and delivery shall apply as the basis for all, including future, business relations, contracts, deliveries and services as well as offers and shall take precedence over any contradictory terms and conditions of purchase of the buyer. In addition, the relevant legal provisions shall apply. The buyer's terms and conditions of purchase shall only be effective if we have previously accepted them in writing for the respective conclusion of the contract. Our General Terms and Conditions of Business are accepted by the purchaser when the order is placed, but at the latest when the first delivery or service is accepted, and are valid in their currently valid version for the entire duration of the business relationship. Any deviating terms and conditions of the buyer are hereby rejected; these shall not be deemed accepted even if the order is executed.
The contract shall only come into existence through our written order confirmation; if no written order confirmation is issued, the contract shall in any case come into existence through delivery with the contents of our invoice. Price and performance specifications or warranties are only binding for us if they have been confirmed in writing. The information, drawings, illustrations, technical data, descriptions of weight, dimensions and performance contained in our brochures, catalogues, circulars, advertisements, price lists or in the documents belonging to the offer are non-binding, unless they are expressly described as binding in the order confirmation. The same applies to the above information in other advertising media, the website or similar. We expressly reserve the intellectual property (trademarks, patents, utility models, designs and registered designs) and the copyright to the drawings, illustrations, technical data, weight, dimension and performance specifications. This data may only be passed on to third parties with prior consent.
All prices quoted by us are EURO (€) prices and, unless otherwise agreed, are fixed prices net ex warehouse Oberhausen without value added tax. The value added tax will be invoiced separately at the applicable rate in accordance with the applicable tax regulations. The prices of the respective valid price lists at the time of the conclusion of the contract shall apply. We are entitled to charge the buyer for any additional burdens (e.g. new or increased customs duties, taxes, other charges, freight increases, etc.) occurring after conclusion of the contract.
Payment must be made without any deductions within 14 days of the invoice date, unless the buyer is expressly allowed to pay within another payment period after the invoice date in the order confirmation. After expiry of this period, the buyer is automatically in default of payment without further reminder. Decisive for the timeliness of the performance is the receipt of payment on one of our accounts or in cash to us. Cheques and bills of exchange are only accepted on account of performance. If payment is not made in cash, payment must be made by bank transfer to the account specified in the invoice, quoting the customer and invoice number. Bank transfer charges, taxes on bills of exchange and discount charges shall be borne by the purchaser. If the buyer is in default, the following reminders will then be charged at EURO 5.00 each at the expense of the customer. The statutory default interest is added to this.
Offsetting is only permissible with undisputed or legally established counterclaims. The assertion of rights of retention and / or other rights to refuse performance is also only permissible with undisputed or legally established counterclaims.
In the event of delay in payment or if there are reasonable grounds for concern about a significant deterioration in the financial situation or insolvency of the purchaser, we are entitled to suspend delivery or, at our discretion, to demand immediate advance payment of all claims, including those not yet due, including deferred payments and those arising from bills of exchange or corresponding securities. If the buyer does not comply with the request for advance payment or provision of security within a reasonable period to be set by us, we shall be entitled to withdraw from all contracts and to charge the buyer for costs incurred and still to be incurred by us as well as for lost profit.
Our offers are always subject to change without notice.
Delivery periods named by us by telephone or on offers, order confirmations, in the online shop or other media are non-binding. In any case, the delivery periods shall not commence before the customer has provided the documents, approvals and clarifications of technical details to be procured by him or before receipt of an agreed down payment. The observance of the delivery or performance period by us is in any case subject to the fulfilment of the contractual obligations by the purchaser. A fixed, binding delivery period within the meaning of § 376 HGB (German Commercial Code) requires a separate, written confirmation by us. If obstacles beyond our control occur on our side or with our suppliers, for example force majeure, sovereign intervention, export and import bans, labour disputes, delays or failure of delivery of essential raw materials, materials or parts, the delivery period shall be extended accordingly. If the delivery or service becomes permanently impossible due to such events, we are entitled to withdraw from the contract. Claims for damages by the buyer are excluded in this case.
Partial deliveries are permissible.
The timely dispatch of the goods shall be sufficient for compliance with the delivery period. Exceeding delivery dates or delivery periods only entitle the purchaser to withdraw from the contract if he has unsuccessfully set us a reasonable period of grace. The setting of a grace period must be made in writing. If the delivery or service is delayed for reasons attributable to the purchaser, default of acceptance and transfer of the risk of performance shall occur insofar as we have notified the purchaser that the goods are ready for delivery.
5. retention of title
We only deliver on the basis of the reservation of title described in more detail below. This also applies to all future deliveries, even if we do not always expressly refer to this. We reserve the right of ownership of the delivered item until all claims arising from the delivery contract have been paid in full. We shall be entitled to take back the purchased item if the purchaser acts in breach of contract. As long as the ownership has not yet been transferred to the buyer, the buyer is obliged to treat the purchased item with care. In particular, he is obliged to insure them sufficiently at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the purchaser must carry this out at his own expense in good time or arrange for it to be carried out by us. As long as ownership has not yet been transferred, the buyer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO, the buyer shall be liable for the loss incurred by us. The buyer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims of his customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item has been resold without or after processing. The buyer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we will not collect the claim as long as the buyer 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.
The treatment and processing or transformation of the object of sale by the buyer is always carried out in our name and on our behalf. In this case, the expectant right of the buyer to the object of purchase shall continue in the transformed object. If the purchased item is processed with other objects 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 objects 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 buyer's item is to be regarded as the main item, it is deemed to be agreed that the buyer transfers proportional co-ownership to us and keeps the sole ownership or co-ownership thus created for us. To secure our claims against the buyer, the buyer 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.
We undertake to release the securities to which we are entitled at the request of the purchaser if their value exceeds the claims to be secured by more than 20%.
In the event of imminent suspension of payments, insolvency or negative information indicating a significant deterioration in the financial situation of the purchaser, we shall be entitled to take possession of the reserved deliveries; the purchaser hereby irrevocably and unconditionally gives his consent to the surrender of the goods. The same shall apply in the event of foreclosure, bills of exchange or cheque protests against the purchaser. The buyer must treat the reserved goods with care and maintain them in good condition. The buyer is obliged to bear the costs incurred by us due to the impairment of our security interests.
The following regulations apply to warranty and liability: Obvious defects or delivery deviations must be reported in writing without delay, at the latest within 3 calendar days after delivery or performance; hidden defects must also be reported in writing without delay, at the latest within 3 calendar days after they become known. Otherwise, the received goods shall be deemed approved as free of defects. If the notification of defects is timely and justified, we may, at our discretion, repair or replace defective parts or groups of parts or the entire product. Under no circumstances shall we be liable for costs arising from the fact that the object of purchase was taken to a place other than the place of performance. At our discretion, we can also carry out the removal of defects at the buyer's premises.
Our liability for third-party products shall be limited to the assignment of the claims to which we are entitled against the supplier of the third-party products, provided that we make available to the purchaser, upon assignment, all information about the supplier known to us which enables the purchaser to assert the claim. In the event of the final failure of the rectification of defects, we may choose between cancellation of the contract or reduction in price. In the event of a minor breach of contract, in particular in the event of minor defects, the purchaser shall not be entitled to withdraw from the contract. In addition, the statutory provisions shall apply.
Our liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tortious acts is limited in accordance with this section, insofar as fault is involved. We shall not be liable in the event of simple negligence on the part of our executive bodies, legal representatives, employees or other vicarious agents, unless it is a matter of a breach of material contractual obligations. Essential to the contract are the obligation to deliver and/or install the delivery item on time, its freedom from defects which impair its functionality or usability more than only insignificantly, as well as consulting, protection and care obligations which are intended to enable the buyer to use the delivery item in accordance with the contract or which are intended to protect the life and limb of the buyer's personnel or to protect the buyer's property from considerable damage. Insofar as we are liable for damages on the merits, this liability shall be limited to damages which we foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or which we should have foreseen if we had exercised due diligence. Indirect damages and consequential damages resulting from defects of the delivery item are furthermore only eligible for compensation if such damages are typically to be expected when the delivery item is used as intended.
The above exclusions and limitations of liability apply to the same extent in favour of our organs, legal representatives, employees and other vicarious agents. Insofar as we provide technical information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by us, this shall be free of charge and to the exclusion of any liability. The limitations of this section do not apply to our liability for intentional conduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act. Place of performance and exclusive place of jurisdiction for all disputes is Oberhausen. The law of the Federal Republic of Germany in its currently valid version shall apply exclusively. The application of the UN Sales Convention is excluded. We shall also be entitled to bring an action at any other legal place of jurisdiction. The purchaser is responsible for complying with the requirements resulting from the Medical Devices Ordinance and other applicable legal regulations concerning the operation and use of medical devices. In particular, he must ensure that the prescribed device labelling is not changed.
8. final provisions
Should individual provisions of these terms and conditions be or become invalid, ineffective and/or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. Void, ineffective and/or unenforceable provisions shall be replaced by such effective and enforceable provisions that come as close as possible to the intended economic purpose. The same applies if these conditions contain a loophole.