Our delivery and payment conditions apply to all business transactions, deliveries and services without exception, insofar as not agreed otherwise in writing. By placing an order, you agree that those conditions shall apply universally and that no other conditions deviating from those herein may be observed. Revocations, amendments or supplements to these conditions and this contract shall require written confirmation in order to be valid. Oral agreements, including any waiving the requirement for written form, are invalid.
2. Conclusion of the contract
Product descriptions, price specifications, sample invoices and draft papers are for information purposes only and are non-binding. Without exception, our offers shall remain non-binding until receipt of your written order confirmation. We retain ownership and copyright on offers, drawings and other documentation. They may not be shared with third parties and must be returned to us in their entirety, without our requesting them, should we not be granted the contract. It is not permitted to produce copies or duplicates. Oral agreements and subsidiary agreements shall be binding on our part only if we confirm them in writing. Agreements shall be valid subject to demonstrable arithmetical or linguistic mistakes and errors. We reserve the right to make constructive and technical amendments to agreed services insofar as they are customary and reasonable.
Our prices are non-binding, net and ex-stock, and plus the legal rate of VAT at the time of our delivery and rendering of services. Prices are calculated according to our respective current price lists in line with the delivery and services rendered.
In particular, the approval process and pre-use checks carried out on the goods supplied do not fall within the scope of the delivery. The dates given for the execution of our delivery and services are carefully calculated estimates based on previous experience. They presuppose full clarification of all technical details relating to the contract. Binding delivery dates and schedules for the execution of services rendered must be agreed to expressly and shall require our written confirmation. Work which must be carried out in advance must be performed in a timely and expert manner.
5. Issues with service/ Cancellation
Shortages of raw materials or energy, strikes, lockouts, traffic hold-ups and official decrees, as well as delays to delivery and service on the part of upstream suppliers, operating malfunctions, force majeure events and other situations for which we or companies working on our behalf cannot be held responsible, shall postpone our delivery and service dates within reason, insofar as they affect our ability to deliver goods or render services. Should it become impossible or unreasonable to render a service in the aforementioned cases, or if, following a delay, a completion date for the service cannot be determined, we shall also be entitled to cancel the contract without the other party being able to claim damages for any possible losses. We shall also be entitled to cancel the contract should energy and raw material costs become unusually high and affect the sales price following receipt of the order confirmation and you fail to agree an appropriate increase to the agreed price within a week of receiving our request for such. In the event of a justified partial cancellation of the contract on our part, partial deliveries shall be permitted and shall be regarded as independent transactions based upon our respective current price lists. Should you cancel the order for reasons that we do not view as justified, or should you withdraw from the contract prior to delivery, we shall be entitled to demand 10% of the total order sum or compensation for the increased costs demonstrably arising therefrom. We retain the right to demonstrate and demand compensation for higher costs. You have the right to demonstrate lower costs on our part.
6. Buyer’s liability
You are responsible in particular for ensuring and checking the necessary prerequisites for use and the approval conditions associated with the business transaction. We shall provide the standard information and product details for such checks upon request. Obstacles and other problems that might prevent or delay delivery to the site or its vicinity must be communicated to us in writing in a timely fashion and in any event no less than one month prior to the agreed or earliest delivery date. Should services to be rendered on your part not be executed in a timely and professional manner, we shall be entitled to claim damages, including in the case of negligence. Should work to be carried out in advance remain uncompleted even following a reasonable extension to the deadline, we shall be entitled to withdraw from the contract.
7. Supplier’s liability
For breaches of contract or non-contractual obligations, in particular owing to an inability to fulfil the contract, delays, cupla in contrahendo and tort, we shall be liable – including on behalf of our management and other vicarious agents – only in cases of intent or gross negligence, with damages limited to those usual for such a contract and foreseeable at the time the contract was concluded. That exemption shall not apply to culpable breaches of significant contractual obligations insofar as they present a risk to the fulfilment of the purpose of the contract, the absence of guaranteed contractual features, and in cases of mandatory liability according to the Product Liability Act [Produkthaftungsgesetz]. We shall not be held liable for delayed deliveries or late rendering of services on the part of the haulier. Insofar as we are entitled to make claims against the haulier in that regard, we commit ourselves to renouncing that right in your favour.
Billing will occur upon delivery. Full payment must be made within 14 days. Payments shall be regarded as having taken place on the first date on which we dispose over the entire amount stated in the invoice. We reserve the right to refuse cheques, which may be accepted only on account of payment. Set-off claims made against our claims are permitted only if they are undisputed or have been legally determined. Deferred payments shall be subject to legally mandated interest without any previous reminder being required, and without prejudice to our right to make further damages claims. Should you fall into arrears regarding the payment or value date of an invoice, any remaining liabilities shall be due immediately owing to invalidation of the payment schedule. In that case, we shall be entitled to demand advance payment for any outstanding deliveries or withdraw from the contract. The former shall also apply should the buyer’s financial position deteriorate following conclusion of the contract, resulting in doubt that the contract may be properly fulfilled. The recipient has to pay for the shipment and all custom duties which shall occur. The seller is selling his goods ex-works.
9. Right to return
Our products may not be returned. This is particularly relevant for sterile products. Written permission must be granted in advance in the event that we shall accept returns out of goodwill. Postage costs for the return shall be borne by the customer. Should we provide you with verifiable defective goods, our logistics provider shall collect said goods packed in the original unopened package from the recipient. If in perfect condition, the package is ready for shipment.
10. Retention of title
We reserve the right to ownership of our goods until all debts have been settled, regardless of the legal reason. For all open accounts, the retained title shall serve as collateral for the outstanding amount. Whilst ownership of title is ongoing, purchased goods may not be sold, pledged, transferred as security, or otherwise used without prior written permission. Should payment obligations not be fulfilled in part or wholly, you shall be obliged to immediately tolerate collection of the goods, disassembly, further deliveries and similar, without recourse to legal action, following a corresponding warning within a reasonable period of time. Claims for damages may be made for the amount of costs demonstrated. Should you not comply with this obligation, thus leading to our retention of title ultimately collapsing, or being considerably affected, we shall be entitled to cancel the contract. You shall be liable for any costs resulting here from.
We shall be liable for warranty for goods supplied and services rendered insofar as you have fulfilled your payment obligations in full. Should we be notified of any defects, we must, within an appropriate period of time, be given adequate opportunity to check these ourselves and/or subcontract this task to experts. We shall reserve these rights insofar as it is not credible that measures had to be taken immediately owing to a risk of delay. A written agreement is required in each case for the costs of external experts to be borne. To remedy notified and justified defects to goods supplied and services rendered on our side, we can, at our discretion, provide repair or replacement. This legal right must be exercised immediately and no later than one week following notification of the defect, with the customer receiving explanation of our actions. Should we fail to provide a replacement delivery or repairs, or they require disproportionate effort, a reduction in the purchase price only may be claimed. We shall only be liable for costs arising through your own remedying of the defect if we have agreed to this in writing or a replacement was deemed necessary owing to risk of delays or default on obligations. Should we not carry out warranty repairs or not perform them within an appropriate period of time despite appropriate requests, you shall be entitled to withdraw from the contract. The claim for liability of defects shall lapse should losses arise as a result of improper handling, use of force or similar (e.g. non-compliance with user instructions etc.).
12. Place of fulfilment and Court of jurisdiction
The place of fulfilment of your payments and the court of jurisdiction for all legal disputes shall be Wees, insofar as you are a merchant. Should this not be the case, at our discretion, the court of jurisdiction shall be the location of the delivery address or of the buyer.
13. Safety Manager
14. Final provisions
Should individual parts of these conditions become ineffective, this shall not affect the applicability of the remaining parts of the contract.
GHC German Health Care GmbH, Wees – 08. May 2020