GENERAL CONDITIONS OF SALE AND DELIVERY
§ 1 General
All our deliveries shall be based on the following terms and conditions, which shall be deemed accepted by placing the order. Any terms and conditions deviating from these shall only be binding on us if they are expressly accepted by us in writing and shall only be valid for the order for which they have been expressly agreed. This shall also apply in particular to any terms and conditions of purchase of the Purchaser, which shall not be valid for us, even if we do not object to them.
§ 2 Documents handed over
We reserve the property rights and copyrights to all documents provided to the customer in connection with the placing of the order, such as calculations, drawings, etc.. These documents may not be made accessible to third parties unless we give the purchaser our express written consent.
§ 3 Prices, offers and payment
Our prices and offers are always subject to change and are valid ex works plus transport and packaging costs. In the domestic market, value added tax is added at the statutory rate. Prices are determined according to the price list valid at the time of delivery. For offers in foreign currencies, the daily exchange rate applies. Exchange rate changes on delivery are taken into account when invoicing.
Delivery contracts are only concluded by our written order confirmation, which is decisive for the content and scope of the delivery. Changes and additions to the contract must be made in writing.
The minimum order value is 125,- €. For orders below this value, a surcharge of 25,- € will be applied.
Minimum order quantity:
Wound needles and suture material 5 DTZD / needle size
Sterile wound needles 12 x 2 needles / needle size
For smaller quantities, a minimum quantity surcharge of 10 € / position will be charged.
ORDERING. We ask that you quote our catalog number.
PAYMENT shall be made in the agreed form and time (unless otherwise specified, within 30 days) without any deduction and without loss for us.
In export, the contractually agreed terms of payment apply. Default interest will be charged at 5% p.a. above the respective prime rate of the European Central Bank and a lump sum for costs of 40.00 €.
New customers are generally supplied only against prepayment or cash on delivery. Payment orders, checks and bills of exchange shall only be accepted by special agreement and only on account of payment, with all collection and discount charges being charged. In export, bank charges incurred in the buyer’s country and letter of credit charges, even if incurred in our country, shall be borne by the buyer.
The Buyer shall only be entitled to offset or withhold payments due to any counterclaims, including warranty claims, to the extent that undisputed or legally established payment claims exist. If payment terms are not met or if facts become known which give rise to justified doubts about the creditworthiness of the purchaser, all our claims shall become due immediately. In such cases, we are entitled to make outstanding deliveries only after making an appropriate advance payment or providing security, or to withdraw from the contract after a reasonable period of time, or to claim damages for non-performance.
§ 4 Customized products
Customized products are always gladly considered. For this purpose, an original sample is required if possible, but at least a dimensional drawing, sketch or illustration with description. Understandably, we are unable to investigate whether special models are protected in any way and disclaim any responsibility from this. Customized products will not be taken back.
§ 5 Model modifications
We reserve the right to make model modifications at any time.
§ 6 Delivery time
Delivery dates and delivery periods must be agreed in writing, otherwise they are not binding.
(2) Delivery periods shall commence on the date of the order confirmation, but not before the Buyer has fulfilled any advance performance obligations. They end on the day on which the goods leave the factory or the readiness for dispatch is notified.
(3) The delivery period shall be extended appropriately in the event of force majeure circumstances such as natural disasters, war, riot or strike. The Buyer shall be notified of the beginning and end of such obstacles as soon as possible.
(4) If the Buyer fails to fulfill contractual obligations in a timely or proper manner, we shall be entitled to reasonably postpone our delivery dates and deadlines in accordance with the needs of the production process.
(6) The Buyer may not reject independent partial deliveries.
§ 7 Transfer of risk and shipment
Delivery is always made, even in the case of postage or freight paid delivery, for the account and at the risk of the customer from the moment the shipment leaves our premises. If the shipment is delayed through the fault of the purchaser, the risk shall pass to the purchaser already on the day of readiness for shipment. In this case, we are entitled to store the goods at the expense and risk of the buyer and to invoice them as delivered. We will be happy to cover transport risks for your account under favorable insurance conditions. For shipping, we choose the most advantageous method of packaging and transport, unless you notify us of any special instructions.
In the event of transport damage, the purchaser must immediately arrange for a statement of facts.
(4) For export, the Incoterms 2020 shall apply to the interpretation of customary delivery clauses.
§ 8 Retention of title
We retain title to the delivered goods until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to take back the object of sale if the customer acts in breach of contract.
As long as ownership has not yet been transferred to the Purchaser, the Purchaser shall be obliged to treat the purchased item with care. In particular, he is obliged to sufficiently insure them at his own expense against theft, fire and water damage at replacement value (note: only permissible in the case of the sale of high-value goods). If maintenance and inspection work has to be carried out, the Purchaser shall carry this out in good time at its own expense. As long as ownership has not yet been transferred, the customer 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 (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.
The purchaser is entitled to resell the reserved goods in the normal course of business. The Purchaser hereby assigns to us the claims against the customer arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply regardless of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the customer meets his payment obligations arising from the
proceeds, is not in default of payment and, in particular, no application for the institution of insolvency proceedings has been filed and there is no cessation of payments. [Note: This clause is omitted if no extended retention of title is intended].
The processing or transformation of the object of sale 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 sale shall continue in the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the item of the purchaser is to be regarded as the main item, it shall be deemed agreed that the purchaser shall transfer co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created for us. In order to secure our claims against the purchaser, the purchaser also assigns to us such claims against a third party as accrue to him as a result of the combination of the reserved goods with a property; we accept this assignment already now.
We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty and notice of defects as well as recourse/manufacturer recourse
Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear as well as in the case of damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive stress or due to special external influences which are not assumed under the contract. Offensichtliche Mängel an der gelieferten Ware sowie Falschlieferungen hat der Käufer unverzüglich nach Eingang der Ware am Bestimmungsort, verdeckte Mängel unverzüglich nach deren Feststellung schriftlich zu rügen.
. In this case, the buyer has to return the goods with the test certificate and the LOT-No. in the original packaging to our complaints department for inspection.
In the event of a justified notice of defect, we shall rectify the defect free of charge or supply a replacement free of defects. In case of subsequent delivery, the buyer is obliged to return the defective item. If repair or replacement proves to be impossible or unreasonable, the purchaser shall be entitled to assert the statutory warranty rights.
(3) Rectification by the Buyer or third parties shall be excluded as a matter of principle, unless we have agreed to this in writing in advance. In this case, the buyer is entitled to demand reimbursement of the necessary costs.
(4) The Purchaser’s claims based on a defect shall become time-barred one year after the passing of risk.
(5) We shall not be liable for damage resulting from improper use, faulty assembly, repair or maintenance by the Buyer or third parties or from natural wear and tear.
(6) In export, quality requirements resulting from national regulations, standards or customs of the country of destination require a contractual agreement.
The purchaser is not entitled to refuse replacement deliveries.
§ 10 Returns
Special orders and customized products are generally excluded from the possibility of return. Ready-to-use medical devices comply with the regulations of the German Medical Devices Act (MPG). If the products are used for a purpose other than that specified by us or a third party manufacturer or in an improper manner that does not correspond to the product, the claim under the Product Liability Act shall expire. We accept no liability for consequential damage, in particular in the event of use without prior sterilization of our products.
All returns made after approval by us travel at the risk and expense of the sender. The returned goods will be credited, after deduction of a processing fee of 20% of the invoice amount, and credited to the next delivery. The returns must reach us free of all transport and transport insurance costs as well as other possible additional costs. Returns that are delivered freight collect or cash on delivery will not be accepted. If the customer does not accept the goods contrary to the agreement, he shall be liable to us for the damage incurred. This is agreed at a flat rate of 20% of the invoice amount. In addition, the customer shall bear the costs for the outward and return transport. Complaints due to differences in quantity must be notified to us in writing without delay, at the latest within 5 working days after receipt of the goods at the place of destination. In the event that the complaint is justified, a subsequent delivery or credit note will be issued in the amount of the missing quantity.
§ 11 Miscellaneous
This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
All customer data is stored on an electronic data processing system.
WARRANTY The goods shall not be sold without the trademark affixed by us. The serial number must not be removed or made unrecognizable. In all other respects, the purchaser is prohibited from using our trademark in any way.
THE EXPORT of our products requires our express consent.
PLACE OF DELIVERY for delivery and payment is Berlin.
JURISDICTION is Berlin.
§ 12 Severability clause
Should individual clauses be or become invalid, this shall not affect the rest of these terms and conditions. These will remain effective. An invalid clause shall be reinterpreted as a valid clause that achieves the same economic objective. Deviations or extensions, in particular verbal agreements and other ancillary agreements, must be in writing to be effective. This shall also apply to deviations from this written form requirement.