General Terms of Delivery of DANNORITZER Medizintechnik GmbH & Co. KG
I. General Provisions
- The following Terms exclusively apply to all offers, deliveries and services of DANNORITZER Medizintechnik GmbH & Co. KG, hereinafter referred to as Supplier, unless otherwise explicitly agreed in writing.
- The supplier hereby contradicts any purchasing regulations of the Customer that deviate from Supplier’s Terms and the otherwise unchanged valid legal regulations according to German law, and does not accept them even if no protest is made by the Supplier as a result of deviation.
- Even if individual provisions of our Terms of Delivery are ineffective the rest of our Terms of Delivery shall remain effective and binding. The parties under the agreement undertake to replace the ineffective provision with one that most closely meets the economic objective.
- In all other matters German law shall apply. The validity of the UN Law for International Sales of Goods is excluded.
- Storz, Wolf, Olympus Jarit, Codman, Snowden & Pencer and any others brands and media materials mentioned besides DANNORITZER Medizintechnik GmbH & Co KG are all registered trademarks and names of their perspective owners. No implication is made or intended that any of these listed companies in any way endorse any of our repairs or services. DANNORITZER Medizintechnik GmbH & Co KG does not make or imply any claims of affiliation with any of these companies by the use of these names.
II. Non-Binding Information
All quotations, prices and any other information are non-binding, unless a provision stating otherwise is explicitly agreed upon. Documents belonging to a quotation, such as pictures, drawings, information about weight and dimensions are only approximately binding unless they have explicitly been agreed upon as binding. The Supplier retains the ownership rights and copyright to all quotations, drawings and other documents; the latter must not be made available to third parties.
III. Scope of Delivery
- The scope of delivery is determined by the Supplier’s written confirmation. Any collateral agreements and alterations are ineffective without a written confirmation by the Supplier.
- The Supplier reserves the right to make changes in design or shape based on technological improvements or legislative demands during the delivery period, unless the delivered items are considerably changed and the changes are unreasonable.
IV. Price and Payment
- The price is calculated using the prices valid on the day of delivery.
- If no special agreement is made the prices apply ex works, however without packaging and transport insurance. Value added tax or a comparable tax of the country in which the delivery is taxable is added to the prices.
- Payment by bill of exchange requires a special agreement. Bank discount and bill charges shall be paid by the Customer and are due immediately after being debited.
- Unless otherwise agreed, payments are due 10 days after delivery. The default interest rate is 10% p.a. above the base rate of the European Central Bank (ECB).
- The Customer is not permitted to withhold payments or offset them as a result of counterclaims disputed by the Supplier.
V. Delivery Period
- Delivery deadlines and periods are only binding if they have been confirmed as binding in writing. The Customer may only claim compensation for delay or damage in place of performance after the fruitless expiry of a binding delivery deadline or a binding delivery period, if the Supplier acted with intend or gross negligence, or if body or health of a person are damaged. If the Customer claims compensation, performance is thereby excluded.
- A delivery period begins when the order confirmation is sent, however not before the documents, materials, objects, permits, releases to be produced by the Customer are provided and not before the agreed payment and other obligations are met.
- The delivery period is met if by the end of the delivery period the delivery item has left the works or if it has been declared ready for shipping.
- In case of force majeure or other unanticipated obstacles, such as civil commotion, interruption of operation, strike or lock-out, the delivery time is extended accordingly. The same applies to delays in the supply of essential raw materials, as long as these delays are proven to have a considerable effect on the production or delivery of the delivery items and are not the Supplier’s responsibility.
- After the expiry of a non-binding delivery deadline or delivery period the Customer can request the Supplier to in willing to deliver within an appropriate period if the Customer has fulfilled all its contractual obligations. After fruitless expiry of this period the Customer may – in addition to the delivery – only demand compensation for delay or damage instead of performance if the Supplier is proven to have acted with intent or gross negligence, or to the extent that body or health of a person are damaged. The claim to performance is excluded if the Customer claims compensation for damage instead of performance.
- If the Customer requests the dispatch to be delayed, the Customer will be charged one month after being notified of readiness to dispatch with the costs resulting from storage, however at least 0.5% of the invoice amount per month. After setting a reasonable deadline and the fruitless expiry of the latter, the Supplier is entitled to dispose of the delivery item otherwise and to supply the Customer at a later time.
VI. Partial Deliveries
The Supplier may perform orders by way of partial deliveries that are to be paid separately with the deadlines in VI. No.4. If the payment of a partial delivery has been dispatched – even if the delivery is delayed – the Supplier can discontinue the completion of the order.
VII. Passage of Risks and Acceptance
- The risk passes over to the Customer at the latest when the delivery has been dispatched, even if the delivery is carried out in partial deliveries or if the Supplier has taken over other performances such as the costs of dispatch or delivery and installation. Upon request of the Customer, the Supplier undertakes to insure the delivery against breakage, transport, fire and water damage – this insurance shall be paid for by the Customer.
- If the delivery is delayed for reasons that the Supplier is not responsible for, the risk passes over to the Customer as of the day that the delivery is ready to be dispatched, however the Supplier is committed to take out an insurance specified and paid for by the Customer.
- The Customer is only entitled to reject the acceptance of the delivery item if the delivery item has considerable defects.
VIII. Retention of Title to Ownership
- The Supplier retains the title of ownership for all delivery items delivered by the Supplier until the Customer has settled all its obligations from the present and all other business transactions, in particular also any current account balances.
- For the duration of this period, within the scope of regular business operations, the Customer is permitted toa) resell the Supplier’s delivery items, unless the Supplier is in arrears with payments or has suspended payment.
b) combine or mix the Supplier’s delivery items with other objects. In this case the Supplier acquires joint ownership according to articles 947 and 948 of the German Civil Code.
c) process the Supplier’s delivery items. This processing takes place without costs for and on behalf of the Supplier. If the processing results in a new object of considerably increased value, the Supplier acquires joint ownership of this new object to such an extent as corresponds to the relationship between the Supplier’s delivery and the new object.
- For the duration of this period the Customer is not permitted to pledge the Supplier’s delivery item or transfer it by way of security. If the Supplier’s items are attached or otherwise disposed of by third parties, the Customer shall immediately inform the Supplier.
- If the Supplier’s delivery items or the products resulting from the processing or mixing of these are resold, the Customer shall already now, observing article 354a of the German Commercial Code, assign to the Supplier that amount of the Customer’s accounts receivable itself, as long as the Customer duly meets its obligations towards the Supplier. If the value of the conditional goods together with any other securities granted to the Supplier exceeds the accounts payable by the Customer by more than 20%, the Supplier is committed to release the goods if the Customer demands this.
- If the Customer defaults payment, the Supplier is entitled, after setting an appropriate deadline, to withdraw from the agreement. After withdrawal from the agreement the Supplier is bound by committed to hand over the delivered items.
IX. Liability for Defects of the Delivery
The Supplier shall be liable, free from further claims, as follows for defects of the delivery:
- Faulty items shall be repaired or replaced free of charge at the Supplier’s reasonably exercised direction. If the Supplier chooses to repair the faulty items, the items are to be sent to the Supplier’s headquarters. No faulty items shall be reworked at the place where they are used. In case of failures to rework or to replace the defect item, the Customer is entitled to reduce the price appropriately or to withdraw from the agreement – unless construction work is the object of the warranty for defects. The Customer shall inform the Supplier immediately of any defects. Replaced items become the Supplier’s property.
- The Customer’s right to effect claims because of defects becomes statute-barred within one year of the statutory start of the limitation period, unless cases of article 438 paragraph 1 No.2 or article 643 paragraph 1 No.2 of the German Civil Code are concerned or the Supplier acted with intent.
- No liability is assumed for defects that result from the following reasons: Improper or unsuitable use, incorrect assembly or commissioning by the Customer or third parties, natural wear, contamination, faulty or negligent handling – in particular over-straining – unsuitable operating and/ or cleaning agents, substitute materials, chemical, electrochemical or electrical influences, if they are not proven to be the Supplier’s fault.
- The Customer shall grant the Supplier sufficient time to carry out all repairs and replacement deliveries deemed necessary according to the Supplier’s reasonably exercised discretion.
- The Supplier shall not be liable for defects based on the Customer’s construction specifications or on the material delivered by the Customer.
- The liability for defects of the delivery is not prolonged by reworking or replacements. No new warranty period according to VIII. 2. commences as a result of this.
- The Customer is not entitled to any further claims, in particular claims for the replacement of damages that did not result from the delivery item.
- There shall be no warranty if the Customer or a third party cause defects as a result of inappropriate alterations or servicing or as a result of alterations or repairs without prior authorisation from the Supplier. The same applies in cases of natural wear or incorrect operation.
- There shall be no warranty for any suggestion made or advice given by the Supplier that is not directly connected with a delivery and is not defined as binding. This also applies to operating and servicing manuals that are not defined as binding.
- The warranty is not limited by the above clauses, if a guaranteed quality is concerned the Supplier or a person employed by the Supplier to perform an obligation is proven to have acted with intent, if a liability for body or health exists or if article 478 paragraph 4 of the German Civil Code has been violated.
X. Supplier’s Right to Withdraw from the Agreement
If after conclusion of the agreement the Supplier comes to learn that the Customer has financial difficulties, or if the Customer develops financial difficulties after conclusion of the contract that threaten the Supplier’s right to counter-performance, the Supplier can demand security for the counter-performance or withdraw from the agreement while invoicing the Customer for the expenditures performed to that date.
XI. Place of Jurisdiction
- For all disputes arising from the contractual relationship, if the Customer is a merchant according to German Civil Code, a legal entity of public law or a special fund subject to public law, the proceedings shall be filled at the court responsible for the Supplier’s headquarters. The Supplier is also entitled to file suit at the Customer’s headquarters.
- This applies to non-merchant according to German Civil Code if the Customer has moved its permanent or usual place of residence outside the jurisdiction of the German Code of Civil Procedure after conclusion of the agreement, or if its place of permanent or usual residence is not known when the proceedings are filed.
XII. Data Storage
The Customer hereby consents to the Supplier storing data about the Customer relevant to the completion of the agreement.