General Terms and Conditions (GTC) of
medentis medical GmbH,
Walporzheimer Str. 48-52,
53474 Bad Neuenahr/Ahrweiler,
HRB: 4940, Koblenz Local Court,
VAT ID No.: DE-219121001, Tax ID No.: 01/663/1214/6
Tel: +49 (0)2641 9110-0,
Fax: +49 (0)2641 9110-120
medentis medical GmbH assumes no liability for any information contained in our catalogs, particularly regarding the timeliness and completeness of the price lists, comments, miscellaneous items, and legal texts provided.
General Terms and Conditions of medentis medical GmbH · Rev 04
- General Provisions – Scope of Application
- (1) All agreements made between us and the purchaser for the purpose of executing this contract are set forth in writing in this contract.
- (2) Our terms and conditions of sale apply both to merchants within the meaning of § 24 of the Austrian General Terms and Conditions Act (AGBGB) and to non-merchants, unless their applicability is expressly limited to merchants below.
- (3) Our terms of sale apply exclusively to merchants within the meaning of § 24 of the Austrian General Terms and Conditions Act (AGBG); we do not recognize any terms and conditions of the purchaser that conflict with or deviate from our terms of sale, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the purchaser without reservation despite being aware of terms and conditions of the purchaser that conflict with or deviate from our Terms and Conditions of Sale. Our Terms and Conditions shall also apply to all future transactions with the supplier.
- Offer – Offer Documents
- (1) The order placed by the purchaser constitutes a binding offer, which we are entitled to accept within 2 weeks by sending an order confirmation or by shipping the goods. With respect to merchants, we may accept the order within 4 weeks, provided that it qualifies as an offer pursuant to § 145 BGB.
- (2) We reserve ownership rights and copyrights to programs, content, structures, source codes, logic, illustrations, drawings, calculations, and other documents. This applies in particular to written documents designated as “confidential.” The purchaser requires our express written consent prior to disclosing them to third parties.
- Prices – Terms of Payment – Return
- (1) Unless otherwise stated in the order confirmation, our prices are “ex works” and exclude packaging.
- (2) Statutory value-added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the date of invoicing.
- (3) The deduction of a discount requires a separate written agreement.
- (4) Unless otherwise stated in the order confirmation, the purchase price is due for payment net (without deduction) immediately upon invoicing. If the buyer defaults on payment, we are entitled to charge default interest at a rate of 8% above the respective discount rate of the Deutsche Bundesbank per annum. If we are able to prove higher damages resulting from the delay, we are entitled to claim them. However, the customer is entitled to prove to us that we have incurred no damages or significantly lower damages as a result of the delay in payment.
- 5) The buyer is entitled to set-off rights only if their counterclaims have been legally established, are undisputed, or have been acknowledged by us. Furthermore, they are authorized to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.
- Delivery Time
- (1) The start of the delivery time specified by us is contingent upon the clarification of all technical issues.
- (2) Compliance with our delivery obligations further requires the timely and proper fulfillment of the purchaser’s obligations. We reserve the right to raise the defense of non-performance of the contract.
- (3) If the purchaser is in default of acceptance or violates other obligations to cooperate, we are entitled to demand compensation for the damages incurred by us in this regard, including any additional expenses. We reserve the right to assert further claims.
- (4) Provided the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the purchaser at the time the purchaser is in default of acceptance or payment.
- (5) We shall be liable in accordance with the statutory provisions to the extent that the underlying purchase contract is a fixed-date transaction within the meaning of § 361 BGB or § 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the purchaser is entitled to assert that its interest in further performance of the contract has ceased to exist.
- (6) We are further liable in accordance with statutory provisions if the delay in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible; any fault on the part of our representatives or vicarious agents is attributable to us. Unless the delivery contract is based on an intentional breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
- (7) We are also liable in accordance with statutory provisions to the extent that the delay in delivery for which we are responsible is based on a culpable breach of a material contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.
- (8) If the delay in delivery is based solely on a culpable breach of a non-essential contractual obligation, the purchaser is entitled to demand a lump-sum compensation for delay in the amount of 3% of the delivery value for each completed week of delay, but not exceeding a maximum of 15% of the delivery value.
- Transfer of Risk – Packaging Costs
- (1) Unless otherwise agreed in writing, shipment by us shall be at the buyer’s risk. We reserve the right to choose the route and means of transport, unless otherwise agreed.
- (2) Risk passes to the buyer upon handover of the goods to be delivered to the buyer, the freight forwarder, the carrier, or any other company designated to carry out the shipment, but no later than when the goods leave our company premises.
- (3) Transport packaging and all other packaging in accordance with the Packaging Ordinance will not be taken back; pallets are excluded. The purchaser is obligated to arrange for the disposal of the packaging at their own expense.
- (4) In the event of a return of the goods for which we are not responsible, we provide no insurance coverage; in this case, the purchaser bears the risk of the uninsured return of the goods
- Warranty for Defects, Damages
- (1) The purchaser’s warranty rights are contingent upon the purchaser having duly fulfilled their obligations to inspect and give notice of defects pursuant to Sections 377 and 378 of the German Commercial Code (HGB).
- (2) Insofar as there is a defect in the purchased item for which we are responsible, we are entitled, at our discretion, to remedy the defect or to make a replacement delivery. In the event of rectification of the defect, we are obligated to bear all expenses necessary for the purpose of rectification, in particular transportation, travel, labor, and material costs, provided that these are not increased by the fact that the purchased item has been moved to a location other than the place of performance.
- (3) If the remedy of the defect or replacement delivery fails, the purchaser is entitled, at its discretion, to demand rescission (cancellation of the contract) or a corresponding reduction of the purchase price (price reduction). To the extent that the purchased item lacks a warranted characteristic, we shall be liable for damages due to non-performance in accordance with the statutory provisions of Sections 463 and 480(2) of the German Civil Code (BGB).
- (4) We are liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of an intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
- (5) We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation, but only for foreseeable, typically occurring damage.
- (6) In all other respects, liability for damages is excluded; in particular, we shall not be liable for damage that has not occurred to the delivery item itself.
- (7) The mandatory provisions of the Product Liability Act remain unaffected.
- (8) The warranty period is six months, calculated from the transfer of risk. This period is a limitation period and also applies to claims for compensation for consequential damages resulting from defects, provided that no claims arising from tort are asserted; for such claims, the statutory limitation period applies.
- General Liability
- (1) Any liability for damages beyond that provided for in § 6 is excluded—regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from fault at the time of contract conclusion, breach of contractual obligations, or tortious claims pursuant to § 823 of the German Civil Code (BGB).
- (2) Claims for damages due to impossibility of performance or inability to perform remain unaffected.
- (3) The same applies to the extent that liability is mandatory under the provisions of the Product Liability Act.
- (4) To the extent that our liability for damages is excluded or limited, this also applies with respect to the personal liability for damages of our employees, workers, staff, representatives, and vicarious agents.
- Retention of Title
- (1) We reserve title to the purchased goods until all payments arising from the business relationship with the purchaser have been received. Title shall not pass until full payment of the respective invoice has been made. In the event of conduct by the purchaser in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the purchased item. Our taking back of the purchased item shall not constitute a withdrawal from the contract, unless we have expressly declared this in writing. Our seizure of the purchased item shall always constitute a withdrawal from the contract. After taking back the purchased item, we are authorized to sell it; the proceeds from the sale shall be applied against the purchaser’s liabilities—less reasonable costs of sale.
- (2) The purchaser is obligated to treat the purchased item with due care; in particular, the purchaser is obligated to insure it at its own expense against fire, water, and theft damage at replacement value. If maintenance and inspection work is required, the buyer must carry this out in a timely manner at their own expense.
- (3) In the event of seizures or other interventions by third parties, the buyer must notify us immediately in writing so that we can file a lawsuit in accordance with § 771 ZPO. To the extent that the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the Buyer shall be liable for the loss incurred by us.
- (4) The Buyer is entitled to resell the purchased item in the ordinary course of business; however, the purchaser hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim that arise for the purchaser against its customers or third parties from the resale, regardless of whether the purchased item was resold unprocessed or after processing. The purchaser remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. We undertake, however, not to collect the claim as long as the purchaser meets its payment obligations from the proceeds received, does not fall into default of payment, and, in particular, no petition for the opening of bankruptcy, composition, or insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we may demand that the purchaser disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.
- (5) Any processing or transformation of the purchased item by the purchaser shall always be carried out on our behalf. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. The provisions applicable to the purchased item delivered under retention of title shall apply mutatis mutandis to the item created by processing.
- (6) If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the purchaser’s item is to be regarded as the principal item, it is deemed agreed that the purchaser transfers proportional co-ownership to us. The purchaser shall hold the sole ownership or co-ownership thus created in safekeeping for us.
- (7) The purchaser also assigns to us, as security for our claims against him, any claims arising against a third party through the combination of the purchased item with real property.
- (8) We undertake to release the securities to which we are entitled at the purchaser’s request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.
- Custom-Made Products
- (1) For programs or program components, and for goods manufactured according to the purchaser’s drawings, samples, or other specifications, the purchaser assumes liability for any infringement of third-party patent and other intellectual property rights and indemnifies us against such claims.
- (2) Our drawings, samples, or models remain our property and may only be made available to third parties for inspection and with our prior written consent. Tools and fixtures remain our property, even if the customer has paid a portion of the manufacturing costs. We undertake to retain molds and fixtures for repeat orders. The obligation to retain such items expires if no further orders are received from the customer within two years of the last delivery. The obligation to retain such items expires immediately if the customer fails to pay for the goods delivered to them or fails to do so on time.
- Place of Jurisdiction – Place of Performance
- (1) If the customer is a merchant, our registered office shall be the place of jurisdiction; however, we are also entitled to sue the customer at the court of their place of residence.
- (2) Unless otherwise stated in the order confirmation, our registered office is the place of performance.
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