<\/p>\n\n\n\n
<\/p>\n\n\n\n
\u00a7 1 Scope of Application, Form<\/strong> \u00a7 2 Conclusion of the Contract<\/strong> \u00a7 3 Delivery Period and Delay in Delivery<\/strong> (4) The Buyer\u2019s rights under \u00a7 8 of these GTCS and our statutory rights – in particular in the event of an exemption \u00a7 4 Delivery, Transfer of Risk, Acceptance, Default in Acceptance<\/strong> \u00a7 5 Prices and Payment Terms \u00a7 6 Retention of Title<\/strong> \u00a7 7 Buyer’s Claims for Defect \u00a7 8 Returns or Exchanges<\/strong> \u00a7 9 Other Liability<\/strong> \u00a7 10 Limitation Period \u00a7 11 Governing Law and Jurisdiction<\/strong>
(1) These General Terms and Conditions of Sale (GTCS) apply to all of our business relationships with our
customers (\u201cBuyer\u201d). The GTCS apply only if the Buyer is an entrepreneur (\u00a7 14 BGB, German Civil Code), a
legal entity under public law, or a special fund under public law.
(2) The GTCS apply in particular to contracts for the sale and\/or delivery of movable goods (\u201cGoods\u201d), regardless
of whether we manufacture the Goods ourselves or purchase them from suppliers (\u00a7\u00a7 433, 650 BGB). Unless
otherwise agreed, the GTCS in the version valid at the time of the Buyer\u2019s order – or, in any event, in the version
most recently communicated to the Buyer in writing – shall serve as a framework agreement for similar future
contracts as well, without our having to refer to them again in each individual case.
(3) Our GTCS apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the
Buyer shall only become part of the contract to the extent that we have expressly agreed to their validity. This
requirement for consent applies in all cases, including, for example, when the Buyer refers to its general terms
and conditions in the order and we do not expressly object to them.
(4) Individual agreements (e.g., framework supply contracts, quality assurance agreements) and statements in
our order confirmation take precedence over the GTCS. In case of doubt, trade terms shall be interpreted in
accordance with the Incoterms\u00ae published by the International Chamber of Commerce in Paris (ICC), as in effect
at the time the contract is concluded.
(5) Legally significant declarations and notices by the Buyer regarding the contract (e.g., setting a deadline, notice
of defects, withdrawal, or reduction in price) must be submitted in writing. \u201cIn writing\u201d for the purposes of these
GTCS includes written and text form (e.g., letter, email, fax). Statutory formal requirements and further
evidence, particularly in cases of doubt regarding the legitimacy of the party making the declaration, remain
unaffected.
(6) References to the applicability of statutory provisions are for clarification purposes only. Even without such
clarification, the statutory provisions therefore apply to the extent that they are not directly amended or expressly
excluded in these GTCS.
<\/p>\n\n\n\n
(1) Our offers are subject to change and non-binding. This also applies if we have provided the Buyer with
catalogs, technical documentation (e.g., drawings, plans, calculations, cost estimates, references to DIN
standards), other product descriptions, or documents – including in electronic form – for which we reserve
ownership rights and copyrights.
(2) The Buyer\u2019s order for the goods shall be deemed a binding offer to enter into a contract. Unless otherwise
specified in the order, we are entitled to accept this offer within 14 business days of its receipt by us.
(3) Acceptance may be declared either in writing (e.g., by means of an order confirmation) or by delivering the
goods to the Buyer.
<\/p>\n\n\n\n
(1) The delivery period is agreed upon individually or specified by us upon acceptance of the order.
(2) If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of the
service), we will notify the Buyer immediately and, at the same time, provide the expected new delivery deadline.
If the service remains unavailable even within the new delivery deadline, we are entitled to withdraw from the
contract in whole or in part; and we will promptly refund any consideration already paid by the Buyer. The service
is deemed unavailable, for example, in the event of late delivery by our supplier, if we have entered into a
corresponding hedging transaction, in the event of other disruptions in the supply chain – such as those due to
force majeure – or if we are not obligated to procure the goods in a specific case.
(3) The occurrence of a delay in delivery on our part is determined in accordance with statutory provisions. In any
case, however, a written reminder from the Buyer is required. If we are in default of delivery, the Buyer may
demand lump-sum compensation for damages resulting from the delay. The lump-sum compensation amounts to
0.5% of the net price (delivery value) for each full calendar week of delay, but in no case shall it exceed a total of
5% of the delivery value of the goods delivered late. We reserve the right to prove that the Buyer incurred no
damage at all or only significantly less damage than the lump sum specified above.<\/p>\n\n\n\n
from the obligation to perform (e.g., due to impossibility or unreasonableness of performance and\/or subsequent
performance) – remain unaffected.
<\/p>\n\n\n\n
(1) Delivery is made ex warehouse, which is also the place of performance for the delivery and any subsequent
performance. At the Buyer\u2019s request and expense, the goods will be shipped to another destination (sale with
shipping). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular, the carrier,
route, and packaging) ourselves.
(2) The risk of accidental loss and accidental deterioration of the goods passes to the Buyer no later than upon
delivery. In the case of a sale by shipment, however, the risk of accidental loss and accidental deterioration of the
goods, as well as the risk of delay, passes to the Buyer upon delivery of the goods to the shipping agent, the
carrier, or any other person or entity designated to carry out the shipment. If acceptance has been agreed upon, it
shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law governing
contracts for work and services apply mutatis mutandis to an agreed acceptance. The handover or acceptance is
deemed to have taken place even if the Buyer is in default of acceptance.
(3) If the Buyer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons
attributable to the Buyer, we are entitled to demand compensation for the resulting damages, including additional
expenses (e.g., storage costs). For this, we will charge a flat-rate compensation of 25 EUR per calendar day,
beginning on the delivery date or – in the absence of a delivery date – upon notification that the goods are ready
for shipment.
(4) The right to prove greater damages and our statutory claims (in particular, reimbursement of additional
expenses, reasonable compensation, and termination) remain unaffected; however, the lump-sum amount shall
be offset against any further monetary claims. The Buyer is entitled to prove that we incurred no damages at all or
only significantly less damage than the lump-sum amount specified above.
<\/p>\n\n\n\n
<\/strong>
(1) Unless otherwise agreed in individual cases, our prices in effect at the time the contract is concluded shall
apply, ex warehouse, plus applicable sales tax.
(2) We reserve the right to conduct a credit check in the course of our business relationship, and in compliance
with applicable data protection laws and regulations.
(3) In the case of a sale by mail order (Section 4(1)), the Buyer shall bear the shipping costs ex warehouse and
the costs of any shipping insurance requested by the Buyer.
(4) The purchase price is due and payable within 14 days of the invoice date and delivery or acceptance of the
goods. However, even within the context of an ongoing business relationship, we are entitled at any time to make
a delivery, in whole or in part, only against advance payment. We shall declare such a reservation no later than
upon confirmation of the order.
(5) Upon expiration of the above payment deadline, the Buyer shall be in default. During the period of default,
interest shall accrue on the purchase price at the applicable statutory default interest rate. We reserve the right to
claim further damages resulting from the default. With respect to merchants, our claim to commercial due-date
interest (\u00a7 353 HGB, German Commercial Code) remains unaffected.
(6) The Buyer is entitled to set-off or retention rights only to the extent that the Buyer\u2019s claim has been legally
established or is undisputed. In the event of defects in the delivery, the Buyer\u2019s counterclaims – in particular those
pursuant to \u00a7 7(6), second sentence, of these GTCS – remain unaffected.
(7) If, after the conclusion of the contract, it becomes apparent (e.g., through a petition to open insolvency
proceedings) that our claim to the purchase price is at risk due to the Buyer\u2019s inability to pay, we are entitled, in
accordance with statutory provisions, to refuse performance and – if necessary, after setting a deadline – to
withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-replaceable
items (custom-made products), we may declare our withdrawal immediately; the statutory provisions regarding
the dispensability of setting a deadline remain unaffected.<\/p>\n\n\n\n
(1) We retain title to the goods sold until all of our current and future claims arising from the sales contract and
any ongoing business relationship (secured claims) have been paid in full.
(2) The goods subject to retention of title may not be pledged to third parties or transferred as security until the
secured claims have been paid in full. The Buyer must notify us immediately in writing if a petition for the
commencement of insolvency proceedings is filed or if third parties (e.g., through attachments) seize the goods
belonging to us.
(3) If the Buyer acts in breach of the contract – in particular, by failing to pay the purchase price when due – we are
entitled, in accordance with statutory provisions, to rescind the contract and\/or to demand the return of the goods
based on the retention of title. A demand for return of the goods does not automatically constitute a declaration of
withdrawal; rather, we are entitled to demand only the return of the goods and to reserve the right to withdraw
from the contract. If the Buyer fails to pay the purchase price when due, we may assert these rights only if we
have previously set the Buyer a reasonable deadline for payment without success, or if setting such a deadline is
not required under applicable law.
(4) Unless otherwise specified in (c) below, the Buyer is authorized to resell and\/or process the goods subject to
retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
a) The retention of title extends to the products resulting from the processing, mixing, or combination of our goods
to their full value, whereby we are deemed the manufacturer. If, upon processing, mixing, or combining with thirdparty
goods, the third party\u2019s right of ownership remains in effect, we shall acquire co-ownership in proportion to
the invoice values of the processed, mixed, or combined goods. In all other respects, the same provisions apply
to the resulting product as to the goods delivered under retention of title.
(b) The Buyer hereby assigns to us, as security, all claims against third parties arising from the resale of the
goods or the product, either in full or in the amount of our share of co-ownership, if any, in accordance with the
preceding paragraph. We accept the assignment. The Buyer\u2019s obligations set forth in paragraph 2 also apply with
respect to the assigned claims.
(c) The Buyer remains authorized, alongside us, to collect the claim. We undertake not to collect the claim as long
as the Buyer meets its payment obligations to us, there is no lack of solvency on the Buyer\u2019s part, and we do not
assert the retention of title by exercising a right pursuant to paragraph 3. If this is the case, however, we may
demand that the Buyer 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.
Furthermore, in this case, we are entitled to revoke the Buyer\u2019s authority to further sell or process the goods
subject to retention of title.
(d) If the realizable value of the collateral exceeds our claims by more than 10%, we will, at the Buyer\u2019s request,
release collateral of our choice.
<\/p>\n\n\n\n
<\/strong>
(1) Unless otherwise specified below, the statutory provisions apply to the Buyer\u2019s rights in the event of material
defects and defects of title (including incorrect or incomplete deliveries, as well as improper assembly\/installation
or defective instructions). In all cases, the statutory provisions governing the sale of consumer goods (Sections
474 et seq. BGB) and the Buyer\u2019s rights arising from separately provided warranties – in particular those issued by
the manufacturer – remain unaffected.
(2) Our liability for defects is based primarily on the agreement regarding the quality and intended use of the
goods (including accessories and instructions). For this purpose, agreement regarding quality includes all product
descriptions and manufacturer specifications that are the subject of the individual contract or that were publicly
disclosed by us (particularly in catalogues or on our website) at the time the contract was concluded. To the
extent that the quality has not been agreed upon, the existence of a defect shall be determined in accordance
with statutory provisions (\u00a7434 Section 3 BGB). Public statements made by the manufacturer or on its behalf –
particularly in advertising or on the product label – take precedence over statements made by other third parties.
(3) With respect to goods containing digital elements or other digital content, we are obligated to provide and, if
applicable, update the digital content only to the extent that this is expressly provided for in an agreement
regarding quality pursuant to paragraph 2. We assume no liability for public statements made by the manufacturer
or other third parties in this regard.
(4) We are generally not liable for defects that the Buyer is aware of at the time the contract is concluded or fails
to recognize due to gross negligence (\u00a7 442 BGB). Furthermore, the Buyer\u2019s claims for defects are contingent
upon the Buyer having fulfilled its statutory obligations to inspect and give notice (\u00a7\u00a7 377, 381 HGB). In the case
of building materials and other goods intended for installation or further processing, an inspection must in any
case be conducted immediately prior to processing. If a defect becomes apparent upon delivery, during the
inspection, or at any later time, we must be notified of this in writing without delay. In any case, obvious defects
must be reported in writing within 7 business days of delivery, and defects not detectable upon inspection must be
reported in writing within the same period after discovery. If the Buyer fails to conduct a proper inspection and\/or
report defects, our liability for defects that were not reported, or were not reported in a timely or proper manner, is
excluded in accordance with statutory provisions.
(5) If the delivered item is defective, we may initially choose whether to provide subsequent performance by
remedying the defect (repair) or by delivering a defect-free item (replacement). If the type of subsequent
performance we have chosen is unreasonable for the Buyer in a specific case, the Buyer may refuse it. Our right
to refuse subsequent performance under the statutory conditions remains unaffected.
(6) We are entitled to make the required subsequent performance contingent upon the Buyer\u2019s payment of the
purchase price due. However, the Buyer is entitled to withhold a portion of the purchase price that is reasonable
in relation to the defect.
(7) The Buyer must give us the time and opportunity necessary to perform the required remedial performance, in
particular by handing over the goods subject to complaint for inspection purposes. In the event of a replacement
delivery, the Buyer must return the defective item to us upon our request in accordance with statutory provisions;
however, the Buyer has no right to return the goods.
(8) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent
performance – in particular, transportation, travel, labor, and material costs, as well as, if applicable, removal and
installation costs – in accordance with statutory provisions and these GTCS, provided that a defect actually exists.
Otherwise, we may demand reimbursement from the Buyer for the costs incurred as a result of the unjustified
request for rectification of a defect if the Buyer knew or should have known that no defect actually existed.
(9) If a reasonable period of time set by the Buyer for subsequent performance has expired without result or is not
required under statutory provisions, the Buyer may, in accordance with statutory provisions, rescind the sales
contract or reduce the purchase price. However, there is no right of rescission in the case of a minor defect.
(10) The Buyer\u2019s claims for reimbursement of expenses pursuant to \u00a7 445a Section 1 BGB are excluded, unless
the final contract in the supply chain is a sale of consumer goods (\u00a7\u00a7 478, 474 BGB) or a consumer contract for
the provision of digital products (\u00a7\u00a7 445c, sentence 2, 327 Section 5, 327u BGB). The Buyer\u2019s claims for
damages or reimbursement of futile expenses (\u00a7 284 BGB) shall apply, even in the event of defects in the goods,
only in accordance with subsequent \u00a7\u00a7 8 and 9.
<\/p>\n\n\n\n
Returns or exchanges of medical devices delivered in good condition are generally not permitted.
Due to the specific legal requirements regarding functionality, safety, hygiene, traceability, and quality of medical
devices, medical devices in good condition cannot generally be returned or exchanged once they have left our
warehouse or after delivery has been completed. This also applies to unused or originally packaged goods.
The above provisions apply exclusively to the voluntary return of defect-free goods. The customer\u2019s statutory
rights – in particular claims arising from statutory liability for material or legal defects, as well as claims resulting
from an incorrect delivery for which we are responsible – remain unaffected by this.
The return of defect-free goods is permitted only with our prior express written consent and as part of a voluntary
goodwill decision.
Even if the following conditions are met, there is no entitlement to a return or exchange.
In the event of a return that has been approved on an exceptional basis, the following applies:<\/p>\n\n\n\n\n
condition suitable for resale.<\/li>\n\n\n\n
restocking the merchandise.<\/li>\n\n\n\n
for the corresponding value of the merchandise, minus the agreed-upon flat-rate processing and
restocking fee. No cash payment or refund of the purchase price will be issued.<\/li>\n<\/ul>\n\n\n\n
(1) Unless otherwise provided in these GTCS, including the following provisions, we are liable for breaches of
contractual and non-contractual obligations in accordance with statutory provisions.
(2) We are liable for damages – regardless of the legal basis – under the principle of fault-based liability in cases of
willful misconduct and gross negligence. In cases of simple negligence, we are liable, subject to statutory
limitations on liability (e.g., due care in our own affairs; minor breach of duty), only
a) for damages resulting from injury to life, limb, or health,
b) for damages resulting from a breach of a material contractual obligation (an obligation whose fulfillment is
essential for the proper performance of the contract and on whose fulfillment the contracting party regularly
relies and is entitled to rely); in this case, however, our liability is limited to compensation for foreseeable,
typically occurring damages.
(3) The limitations of liability arising from paragraph 2 also apply with respect to third parties and in the event of
breaches of duty by persons (including those acting on their behalf) for whose fault we are liable under statutory
provisions. They do not apply if a defect was fraudulently concealed or if a warranty regarding the quality of the
goods was provided, nor do they apply to claims by the Buyer under the Product Liability Act.
(4) In the event of a breach of duty that does not consist of a defect, the Buyer may rescind the contract or
terminate it only if we are responsible for the breach of duty. The Buyer\u2019s right to terminate the contract at will (in
particular pursuant to \u00a7\u00a7 650 and 648 BGB) is excluded. In all other respects, the statutory requirements and
legal consequences apply.
<\/p>\n\n\n\n
<\/strong>
(1) Notwithstanding to \u00a7 438 Section 1(3) BGB, the general statute of limitations for claims arising from material
defects and defects of title is one year from delivery. If acceptance has been agreed upon, the statute of
limitations begins upon acceptance.
(2) The above statutes of limitations under sales law also apply to the Buyer\u2019s contractual and non-contractual
claims for damages arising from a defect in the goods, unless the application of the standard statutory limitation
period (\u00a7\u00a7 195, 199 BGB) would result in a shorter limitation period in a specific case. The Buyer\u2019s claims for
damages pursuant to \u00a7 9 Section 2 first sentence and 2(a) BGB, as well as under the Product Liability Act, are
subject exclusively to the statutory limitation periods.
<\/p>\n\n\n\n
(1) These GTCS and the contractual relationship between us and the Buyer shall be governed by the laws of the
Federal Republic of Germany, to the exclusion of international uniform law, in particular the United Nations
Convention on Contracts for the International Sale of Goods.
(2) If the Buyer is a merchant within the meaning of the HGB (German Commercial Code), a legal entity under
public law, or a special fund under public law, the exclusive – including international – place of jurisdiction for all
disputes arising directly or indirectly from the contractual relationship shall be the Regional Court Munich I. The
same applies if the Buyer is an entrepreneur within the meaning of Section 14 BGB. However, in all cases, we are
also entitled to bring an action at the place of performance of the delivery obligation in accordance with these
GTCS or a prior individual agreement, or at the Buyer\u2019s general place of jurisdiction. Any overriding statutory
provisions, in particular those relating to exclusive jurisdiction, remain unaffected.<\/p>\n","protected":false},"excerpt":{"rendered":"