General terms and conditions
For supplies, services and payment terms valid from 1 June 2017
As a result of a one-off inclusion, the following regulations apply to both the entire and future business relationship, even if they are not explicitly agreed upon again. Deviating conditions of any business partner which we do not specifically accept in writing are not subject to the contract.
With the involvement of these general terms and conditions, all previous ones become invalid for future situations.
2. Offers and orders
We are bound to our offers for 30 days starting from the day of the offer. All orders are only binding if confirmed by us in writing or if we meet them by delivering the ordered good/service. When an invoice is sent, this is regarded as a written order confirmation.
If a significant deterioration of the Customer's assets and/or conditions of liquidity takes place after the written order confirmation or prior to the delivery of the ordered good/service, or if such circumstances have already existed at the time of the conclusion of contract but only become known later, we reserve the right to withdraw and claim damages, if the Customer, at our discretion, is not willing to provide concurrent performance, security service or prepayment.
Orders of the Customer will be executed according to the price (excl. VAT) listed in the valid price list at the date of delivery.
3. Shipment and transfer of risk
Delivery including packaging is made, whilst choosing the most favorable mode of dispatch. Delivery is carried outas quickly as possible. We reserve the right to make partial deliveries, deliveries of other sizes and packages or replacement deliveries reasonable for the Customer. Express deliveries and special requirements in relation to the packaging or the transport route are possible upon request and at an additional charge to the Customer and which may extend any delivery times.
Our delivery obligation is regarded as fulfilled when the goods are transferred to the Customer or the service has been provided. When the goods have been transferred, the risk of accidental destruction and accidental deterioration is passed to the Customer.
Our invoices are due and payable net 30 days from the invoice date. All payments by the Customer are regarded as being made for the oldest account outstanding and will be cleared as such. Different repayment terms by the Customer are not permitted.
The Customer can only charge against undisputed or legally established claims. He only has the assertion of right of retention for counterclaims resulting from this contract.
If the Customer is in arrears with an overdue payment, all outstanding invoices will be due immediately. In addition, the statutory amount of the default interest is calculated. In the case of default in payment, we are entitled to delay the delivery of the ordered goods / services until the total payment of all outstanding invoices is received, or, according to our choice, to withdraw from the contract. We reserve claims for damages in this case.
5. Retention of title
All goods remain our property until the complete payment of all claims and until the settlement of the resulting current account borne by the Customer. During the duration of our retention of title, the Customer bears the full risk of the goods, in particular the risk of loss, accidental destruction or accidental deterioration. For all claims from the sale of goods subject to retention of title, the Customer assigns to us now the security for our respective claims. We accept this assignment. As long as the Customer is willing and able to duly fulfill his obligations toward us, he may use the goods in our ownership in the ordinary course of business and collect the claims assigned to us himself, in spite of our reservation for resale and as long as he does not fall into financial collapse. A pledge, assignment as security or assignment of claim to third parties, however, is not permitted.
At our request, the Customer has to provide the information on the assigned claims necessary for redemption and notify the debtors of the assignment. The Customer shall make a possible treatment and processing of the goods subject to retention of title for us, without any obligations arising for us, in particular without us being considered as the producer within the meaning of the product liability law. The Customer must immediately inform us about compulsory enforcement measures of third parties of the goods subject to retention of title or about claims which have been assigned in advance and must hand over the documents necessary for an intervention.
We commit ourselves to releasing the securities that we are entitled to according to the preceding conditions after our choice at the Customer's request insofar as they exceed the value of the claims to be secured by more than 50%.
6. Warranty and liability
The client may request us to provide textually 14 days after the due date, within a reasonable period of time. With this warning, we are in default. The Customer may only request damages due to arrears in addition to the delivery, if we, our legal representatives or vicarious agents are guilty of gross negligence or intent. The disclaimer will be held to the greatest possible legal extent. The liability in the event of violation of life, body or health as well as according to the Medicinal Products Act and the Product Liability Act remain unaffected.
We must be informed textually about obvious defects immediately after receipt of the good or after provision of the service, for later occurrence of defects immediately after their discovery. Returns always require our prior textual consent.
All claims due to defects of the delivered goods are limited to substitute deliveries. The Customer, however, reserves the right in case of failure of the substitute delivery to demand a reduction of the fee after his choice or, if a significant defects exists, to withdraw from the contract. Any other warranty or liability is excluded, unless we, our legal representatives or vicarious agents are guilty of gross negligence or intent or we culpably breach important contractual obligations.
The warranty period is six months for spare parts. Items supplied under warranty do not put a new warranty period into effect. Defects or damages caused by incorrect use will not be covered by the warranty.
Maintenance work as well as the mandatory safety-related checks of our equipment must be carried out or conducted in our determined time intervals at the expense of the owner/user. Should the owner/user not be able to demonstrate at our request that he has properly carried out the maintenance and safety-related checks, all existing warranty claims toward us expire.
7. Change of contract partner / assignment
We are permitted to assign our contractual rights and obligations with discharging effect to a third party. In this case, the Customer has the extraordinary right of cancellation.
The Customer agrees with the regulations on our rights from the business relation.
8. Availability of products
These internet pages contain information on products which is targeted to a wide range of audiences and could contain product details or information otherwise not accessible or valid in your country. Please be aware that we do not take any responsibility for accessing such information which may not comply with any legal process, regulation, registration or usage in the country of your origin.
The direct or indirect commercial resale of our products outside the Federal Republic of Germany is not permitted. Deviations from this regulation are subject to our written explicit consent.
In accordance with § 28 of the Federal Data Protection Act, we contradict any commercial use and passing on of our data.
The Customer issues his approval for the use of personal data in the context of § 28 of the Federal Data Protection Act.
11. Miscellanea and place of jurisdiction
For all legal relations between the business partner and us, the law of the Federal Republic of Germany applies, with the exception of the provisions of the UN Convention on Contracts for the International Sale of Goods, the Hague Sale of Goods Law as well as the Intellectual Property Right.
Should a provision of these terms and conditions or a provision in the framework of other agreements be or become ineffective, this does not affect the validity of all other provisions or agreements.
Place of performance and place of jurisdiction is Cologne.
©2018 DIAMED Medizintechnik GmbH