General terms and conditions of business (GT&C)
§ 1 Application of these Terms and Conditions
All deliveries, services and offers from Andreas Fahl Medizintechnik-Vertrieb GmbH, hereinafter also referred to as “Seller”, shall be governed exclusively by the “General Terms and Conditions of Business” (GT&C), even if the Buyer, hereinafter also referred to as “Consumer” or “Entrepreneur” as the case may be, invokes other terms and conditions. No deviating or additional terms and conditions are recognized. Counter-confirmations from the Buyer which refer to its terms and conditions of business and/or purchase are hereby objected to. These GT&C shall apply even if the Seller carries out the delivery without reserva-tion knowing of deviating terms and conditions of the Ordering Party. These GT&C shall also apply to all future business relations, even if they are not expressly agreed upon again. These Terms and Conditions shall be deemed accepted no later than upon receipt of the goods or service.
§ 2 Offer, Conclusion of Contract
Offers contained in prospectuses, in catalogues, in advertisements, on the internet etc. shall - also in respect of any prices stated - be subject to change without notice and be non-binding.
§ 3 Prices
Except where otherwise agreed upon in writing, the Seller’s prices and conditions valid on the day of the conclusion of the contract shall be authoritative for pricing. Prices shall be quoted in euros and be subject to addition of the respective valid statutory value-added tax as well as packaging and shipping expenses.
§ 4 Payment Terms
Except where otherwise agreed upon in writing, the Seller’s invoices shall be payable, without any deduction, no later than 20 days after the invoice date. Payment shall only be deemed made when the amount is at the Sellers’s disposal. Even in cases where defect-related complains or counterclaims are asserted, the Buyer shall only be entitled to a right of set-off, retention or abatement of the purchase price, if these counterclaims have been determined by a final and non-appealable court judgement or are undisputed. Furthermore, the Buyer shall only be entitled to retention or abatement of the purchase price, if its counter-claim is based on the same contractual relationship.
§ 5 Retention of Title
The Seller shall reserve title to the goods delivered until the purchase price is paid in full. Moreover, the Seller shall retain title to the goods delivered until all receivables to which the Seller is entitled against the Buyer now or in future on any legal basis are satisfied. If the Seller exercises its right of rescission within the scope of its retention of title, this shall not require the prior setting of a time limit. In case the Buyer sells the goods delivered by the Seller, it hereby assigns to the Seller - until the Seller’s receivable is fully settled - the receivables resulting therefrom against the Buyer’s purchaser. The Buyer shall only be entitled and authorized to on-sell the goods which are under retention of title, if the receivable arising from on-selling passes to the Seller. The Buyer shall not be entitled to make any other disposition over the goods which are under retention of title. The Buyer shall be obliged, at the Seller’s request, to give the third-party purchaser notification of the assignment for the purpose of payment to the Seller.
§ 6 Exchange / Return Outside of the Warranty
Except where otherwise agreed upon in writing, no product delivered by the Seller shall be exchangeable or returnable outside of the warranty. By way of exception, it shall be permissible to return the goods, if the Seller has declared its consent thereto in writing and the goods are returned within 7 days of receipt of the goods on a carriage-paid basis in the original packaging, undamaged and in hygienically unobjectionable condition. Return of the goods shall only be possible for a corresponding processing fee. If an examination of the goods returned reveals that the aforestated terms of return have been met, the Seller shall issue a credit note for the amount invoiced for the goods returned, less the processing fee. Except where otherwise agreed upon in writing, the credit amount shall be credited to the customer’s account and may be deducted by the Buyer from subsequent payments. Custom-made goods, sterile goods and hygiene articles (particularly articles which come directly into contact with the body) generally remain excluded from the right of return.
§ 7 Delivery and Performance Period
Dates or periods of delivery, which can be agreed upon on a binding or non-binding basis, must be in writing. Apart from compliance with statutory provisions, the prerequisite for compliance with the delivery period is also that the Ordering Party/Buyer must have fulfilled all its contractual obligations, e.g. advance payments. Except where otherwise agreed upon in writing, the Seller shall be entitled to deliver or perform by part-delivery at any time. Delays in delivery or performance due to force majeure or due to events which make it materially more difficult or impossible for the Seller to deliver, e.g. disruptions to its supplier’s plants, shall not be imputable to the Seller, even in the case of periods or dates bindingly agreed upon. In this respect, the Seller shall be entitled to postpone deliveries for the duration of the hindrance. If the Buyer defaults on taking delivery, the Seller shall be entitled to demand compensation for the loss resulting to it.
§ 8 Passage of Risk
The risk shall pass to the Ordering Party/Buyer no later than upon dispatch of the goods from the Seller’s warehouse. If shipment becomes impossible or is delayed due to circumstances not imputable to the Seller, the risk shall pass to the Ordering Party/Buyer from the day when the goods are ready for shipment. Compensation for breakage in transit, for deficiencies in quality or for incorrect deliveries shall only be possible, if proper confirmation thereof from the company appointed to carry out the transportation is presented. Without such confirmation, no complaint shall be accepted.
§ 9 Warranty and Liability
If the item to be delivered is defective or lacks the agreed qualities upon hand-over, or if it becomes damaged within the warranty period due to defects in manufacturing or materials, the Seller shall deliver a replacement at its option if the clients is an entrepreneur and a replacement at the consumer’s option if the client is a consumer, or provide rectification. Repeated rectification by the Seller shall be permissible. If the Seller fails to provide rectification or deliver a replacement within a reasonable period, the Buyer’s claims shall be governed by the statutory provisions. The period of limitation for warranty claims shall be governed by the statutory provisions, unless a different period specific to the product is stipulated in the usage instructions. The time-bar period shall begin at the time of delivery. The warranty in relation to an entrepreneur shall be reduced to 12 months. In the case of recourse however, the Seller shall grant the entrepreneur equivalent compensation for the reduction in the warranty period. Obvious defects must be notified to the Seller in writing without undue delay, however no later than one week after delivery. The defective items delivered shall be held ready for inspection by the Seller in the condition they were in at the time the defect was discovered. If usage, operating or servicing instructions from the product manufacturer and/or the Seller are not followed, alterations are made to the products, parts are exchanged or con-sumables which do not meet the original specifications are used, any warranty and liability on the part of the Seller for any defect/damage resulting therefrom shall cease to apply. There shall be no liability for normal wear and tear or for defects arising on products after the shelf life/use-by date specified in the usage instructions has expired. Warranty claims against the Seller shall only accrue to the direct Buyer and shall not be assignable. Compensation claims of any kind, e.g. damage claims arising from positive violation of a contractual duty, culpa in contrahendo or tort, against the Seller, its agents in contract or its vicarious agents shall be excluded, except in the case of a loss caused by wrongful intent or gross negligence and in so far as this exclusion of liability by law.
§ 10 Data Protection Declaration
In the course of the implementation of the contract (purchase order, complaint etc.), customer data shall be collected and used to the extent necessary and for the purpose intended. This shall occur mainly by automation. The data stored shall also be used for the Seller’s own information purposes (e.g. sending catalogues etc.). Personal data shall only be passed on to third parties, in so far as this is permissible by law and is necessary for properly carrying out the order. This particularly includes the sending of data to statutory health insurance institutions and accounting centres for the purpose of approval of costs. Customers shall, at all time, have the right to instruct us to delete or alter their data and the right to view their data.
§ 11 Applicable Law, Place of Jurisdiction, Severability
These Terms and Conditions of Business and the entire legal relations between the Seller and the Buyer shall be governed by German law. Cologne is the place of performance for payment and delivery, in so far as permissible by law, Cologne is agreed to be the exclusive place of jurisdiction for all disputes ensuing directly or indirectly from the contractual relationship. If a stipulation in these Terms and Conditions of Business or a stipulation in other agreements is or becomes ineffective, this shall not affect the validity of any of the other stipulations or agreements.
As of 08/2017