General Terms and Conditions of Sale and Delivery

 

Scope

Our General Terms and Conditions of Sale and Delivery apply exclusively to entrepreneurs in the sense of Section 14 of the German Civil Code [Bürgerliches Gesetzbuch]. We shall only recognise contrary terms and conditions or terms and conditions of the buyer that differ from our Terms and Conditions if we expressly agree to their applicability in writing. Our Terms and Conditions shall also apply to any future transactions with the buyer.

Offer

Our offers as the seller shall remain non-binding. Delivery options, prior sales and technical changes shall remain reserved in any case.

Delivery times

We strive to meet delivery periods. These must be regarded as non-binding, unless fixed dates are concluded in writing for specific cases. We shall only be liable for subsequent damages due to delivery delays in case of intent or gross negligence. Should a delay last longer than 8 weeks, the client may withdraw from the non-fulfilled part of the contract after an appropriate grace period. If the delivery period is extended or if the client is released from his/her obligations, the client may not derive any damage compensation claims thereby, unless intent or gross negligence by us can be proven.

If the seller is responsible for the non-fulfillment of bindingly assured periods and if the seller is in default, the client shall be entitled to delay compensation of 0.5% of the invoice amount of the delayed delivery for each completed week, but to no more than 5% of the respective invoice value. Further claims of the client shall be excluded, except for delays caused by intent or gross negligence of the seller.

Prices

All prices shall remain non-binding ex works, including packaging costs. Any stated prices shall be plus the VAT applicable on the day the order is created. Determinations shall be based on the prices valid on the day of delivery. Unless fixed prices were agreed to, appropriate price adjustments due to changed payroll, material or distribution costs shall remain reserved for deliveries performed three months later or after contract conclusion. When issuing a new catalog or price list, any previous price agreements shall become invalid.

Right of retention / offsetting

The client may only assert counterclaims or rights of retention if his counterclaims used as the basis for his offsetting or rights of retention have been legally established or recognised by us in writing.

Delivery

Goods shall be delivered for the account of the recipient, even if we cover the freight costs. For order values of up to net €125, shipping costs shall be invoiced at cost.

up to € 125,- net the shipping costs will be charged at cost price. For order values above € 125,- net - except for the shipment of machines - we deliver carriage paid. For express deliveries - regardless of the sales value - costs in the amount of the cost price incurred will be invoiced additionally. Orders for SHERA4implant's products shall always be shipped by express delivery and invoiced for a fee of € 9.80, unless standard delivery is expressly agreed. For small orders of less than € 25, a minimum quantity surcharge of € 2.50 shall be charged. For deliveries abroad, freight costs are generally calculated at cost price. We are entitled to make partial deliveries.

Complaints, notices of defects and warranty

Complaints must be submitted within 10 days in writing. Otherwise, the goods shall have been approved (Sections 376 & 377 of the German Commercial Code [Handelsgesetzbuch]).

Defect claims shall expire 24 months after the delivery of the goods supplied by us and 12 months after devices have been delivered to the buyer. In case of a defect for which we are responsible, we may, at our discretion, remove the defect or provide replacement. If replacement or rectification is not possible or unsuccessful after an appropriate period, the client may withdraw from the contract or demand price reductions. Further claims shall be excluded. This shall apply especially to consequential damages, except if caused by intent or gross negligence of the responsible party. Goods for which complaints were submitted may only be returned with the prior permission of the seller. Damaged deliveries must only be accepted by the carrier after the damage has been assessed. We may refuse rectification if the client selects rectification which can only be performed with disproportionate costs. We shall only be liable for intent and gross negligence. Damages caused by the buyer, his legal representatives or vicarious agents through their own negligence shall be excluded from liability. This shall apply irrespective of the legal nature of the asserted claims. However, this liability limitation shall not apply to damages caused by injuries to life, the body or one's health or breaches of essential contractual obligations. Only the direct buyer/client may assert damages against the seller due to defects. Such damage claims may not be assigned.

Payment target

Irrespective of immediate collectability, invoices shall become due as follows:

For direct debiting: 5% discount For payments within 14 days of the invoice date: 2% discount The net payment target shall be 30 days without deductions.

The customer shall be in default even without a reminder - except in the cases regulated by law - if he does not pay within 30 days of the due date and receipt of an invoice or an equivalent payment schedule, e.g. a payment reminder, sending of the account statement, etc. payment within 30 days after due date and receipt of an invoice or an equivalent payment schedule. If the customer cannot prove that he has received an invoice, the date of receipt of the purchased goods shall take its place. In the event of default of payment, we reserve the right to charge statutory default interest (§ 288 para. 2 BGB). This does not exclude the assertion of greater damages.

Retention of title

All deliveries shall be made under reservation of title. Until all claims from the business relationship with the client, including claims from checks, bills of exchange and claims for refinancing and return bills have been settled, we shall retain title to any delivered goods. For the duration of the retention of title, the client may use the delivered goods in his possession for his regular business operations. In case of breaches of contract or payment default, we may demand that the client returns the goods and, following prior written announcement with an appropriate period, exploits the delivered goods by crediting the proceeds as best as possible following private sales. If we reclaim the reserved goods, this shall not constitute a withdrawal from the contract. Under the stated conditions, the client must return the delivered goods to us on first request. Any costs shall be borne by the client. The client may sell the delivered goods through orderly business transactions at customary terms and conditions. The client shall hereby assign any claims to which he is entitled from the sale, including any other claims against his buyer and any ancillary rights, especially security rights, to us in advance. This assignment shall hereby be accepted. The client may alter and process the goods under the ordinary course of business. The client shall alter or process the goods on our behalf without any obligations that would require us to be considered as the producer in the sense of Section 950 of the German Civil Code. When altering, processing or combining the goods with other objects not owned by us, we shall be entitled to a resulting co-ownership share for the new goods in the ratio of the value of our goods to the value of new item produced by altering, processing or combining. The same shall apply to proceeds which shall be assigned to us in case of a sale. If the value of the securities provided to us exceeds our claims against the client under the current business relationship by more than 120% in total, we shall be required to retransfer ownership or release the excess amount on the client's demand.

Place of performance

The place of fulfillment shall be 49448 Lemförde, Germany.

Place of jurisdiction / General provisions

The place of jurisdiction for both parties shall be the competent court for the registered office of the seller. However, we may also sue at the competent court of the client or any court that, for whatever reason, is responsible for our claims. The law of the Federal Republic of Germany shall apply to both parties. The UN sales convention shall not apply, not even to contracts with foreign clients. The invalidity of individual agreements shall not affect the legal validity of the remaining regulations. Changes or additions must be issued in writing.

 

Status: 30.04.2018