Algemene Voorwaarden - General Terms and Conditions

General Terms and Conditions of Business

for Deliveries, Services, and Payment Terms
valid from 1 February 2025

 

1. General information

The following General Terms and Conditions of Business are part of the contractual relations between us and the customer. This applies to ongoing business relationships and to contracts entered into in writing or over the phone. Differing terms of the business partners are not the subject matter of the contract unless we expressly acknowledge them in writing.

 

2. Offers and orders

Our offers are nonbinding and subject to change unless they are expressly designated as binding or contain a particular period for acceptance.

The customer’s order is deemed a binding offer to enter into a contract whose acceptance occurs either in writing (through an order confirmation, for example) or through delivery or rendering of the ordered goods or service. Sending the invoice is deemed a written order confirmation.

 

3. Basis of transaction

If the customer’s financial or liquidity situation worsens after a written order confirmation or before the ordered goods or service have been delivered or rendered, or if such circumstances exist when the contract is entered into but become known afterward, we may withdraw and assert claims for damages if the customer is not prepared to make concurrent payment with delivery or service rendering, to provide a security, or to make an advance payment at our discretion.

 

4. Delivery; Shipping; Transfer of risk

Unless the order confirmation expressly stipulates otherwise, the delivery deadlines given constitute nonbinding information and we do not guarantee they will be met. The delivery, including packaging, will be made with the least expensive means of shipping, at our discretion. The delivery will be made as quickly as possible.

We may make partial deliveries, deliveries of other sizes and packaging, or replacement deliveries that the customer could reasonably be expected to accept. Express deliveries and special requests regarding the packaging or the transport route are possible on request, but only in return for reimbursement of the additional costs and/or an extension of any delivery periods.

We are not liable if a delivery is impossible or delayed due to force majeure or other events that were unforeseeable when the contract was entered into (such as business downtime of all types, difficulties in procuring materials or energy, transport delays, strikes, governmental actions, etc.) for which we are not responsible. If such events make the delivery or service much more difficult or impossible for us to perform and the hindrance is not just temporary, we may withdraw from the contract. If such events are temporary, the delivery and service periods will be extended, or the delivery or service deadlines will be postponed by the period of the hindrance plus a reasonable startup period. If the delay makes it unreasonable to expect the customer to accept the delivery or service, the customer may withdraw from the contract by making a written declaration without undue delay.

If we default on a delivery or service, our liability is limited to damages pursuant to item 7 of the General Terms and Conditions of Business.

If transport is provided by our vehicles and employees or by carriers and forwarders we have commissioned, all risk will be transferred to the customer at the end of the loading procedure.

 

5. Prices and payment

Unless otherwise agreed through our offer or the written order confirmation, payments become due within 30 days from the invoice date, with no deductions.

The customer shall not withhold payments based on counterclaims resulting from a different contract relationship. If the counterclaim is based on the same contract relationship, the withholding of payments is permitted only if the counterclaims are uncontested or have become res judicata.

If the customer defaults on a due claim, we may withhold the deliveries or other services arising from all contracts until all of the claims against the customer to which we are entitled have been paid in full. The customer can avert this withholding right by providing a directly enforceable guarantee without a time limit from a credit institution accredited in Germany, in the amount of all outstanding claims. If we grant the customer a grace period for performance and it expires to no avail, we may also withdraw from all contracts that have not been performed. We may assert additional default damages.

 

6. Reservation of title

We reserve ownership of goods we deliver whose purchase price has not been paid (the “Reserved Goods”) until the purchase price has been paid in full.

If a legal transaction with a subcontractor in exercise of their entrepreneurial activity is involved and the customer defaults in payment, we may assert the rights arising from the reservation of title even without withdrawing from the contract.

The customer shall store and label the Reserved Goods separately. The customer will possess the items as a custodian. The customer shall be liable for its own intentional and negligent conduct and for that of its legal representatives and the people it hires to meet its obligations. The customer may sell the delivered goods only in normal business transactions in return for cash payment under reservation of title. Transfers by way of security, pledges, and other disposals that jeopardize our rights are not permitted.

The customer hereby assigns to us the full amount of any claims to which it is entitled from the resale of the Reserved Goods or from other legal grounds concerning the Reserved Goods, including claims to compensation for damage or destruction of the Reserved Goods, whether or not this involves statutory claims against the damager, insurance company, or other third party, including compensation for emoluments not taken. As long as the customer meets its obligations, the assignment will be treated as an undisclosed assignment and the customer will remain entitled to collect the claim. The customer shall separately record and separately keep any amounts received that are attributable to the assigned claim.

In case the contracts entered into by the customer as part of the resale of the Reserved Goods prove to be ineffective or invalid, the customer hereby assigns the statutory claims to which it is entitled instead of the assigned contractual claims, particularly claims of unjust enrichment, to the same extent.

If and insofar as the effectiveness of the reservation of title depends on the registration and/or the fulfillment of other requirements, the customer shall at its expense take all actions and provide all notifications that are necessary to that end.

If third parties make attachments against the Reserved Goods or the assigned claims, the customer shall notify us thereof without undue delay while handing over the documents necessary for the intervention. The customer shall bear the costs for the intervention.

The customer shall bear the costs for transporting the Reserved Goods back.

 

7. Warranty and liability

We shall be liable in accordance with the following provisions for defects that exist in the goods when risk is transferred:

a) The customer shall not claim any defects unless they have complied with their statutory obligations to inspect the goods and give notice of defect. If a defect is discovered during the delivery, the inspection, or later, the customer shall notify us of the defect in writing without undue delay and stop using the goods concerned immediately. If these obligations to inspect the goods and give notice of defect are breached, no claims for defects can be asserted.

b) If a defect is claimed, the customer will first be entitled to a remedy in the form of a replacement delivery. If this form of remedy is associated with disproportionate costs for the purposes of § 439(4) BGB, we may refuse to provide the remedy.

c) If the remedy fails, or if we justifiably refuse it, the customer may demand that the contract be rescinded (withdrawal) or the remuneration decreased (reduction). The customer shall not withdraw based on a minor breach of contract, particularly minor defects.

Claims for damages asserted by the customer, on whatever legal grounds, are excluded. This does not apply if we, our legal representatives, or our vicarious agents have acted intentionally or with gross negligence or must be liable based on the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG); damage attributable to us arising from injury to life, limb, or health; or the breach of material contract obligations. However, damages for breaching material contract obligations are limited to the foreseeable damage typical of this type of contract unless willful misconduct or gross negligence is constituted or we must be liable for damage arising from injury to life, limb, or health attributable to us.

The customer shall be solely responsible for the goods being suitable for their special intended use in terms of quality and characteristics. A lack of such suitability will not establish any claims unless we have expressly ensured in writing that the goods will be suited for their intended use.

Information we provide about quality does not constitute a guarantee in the legal sense. This does not affect any guarantees from the manufacturer.

Unless otherwise expressly agreed, the customer’s claims for defects become time-barred in one year after the goods are delivered or, if an acceptance or initial operation has been agreed, after the goods are accepted or initially operated. This does not apply if the defect is based on willful misconduct or gross negligence or failure to comply with guarantees or in the event of damage attributable to us arising from injury to life, limb, or health.

Negotiations between the parties do not suspend the statutes of limitations pursuant to § 203 of the German Civil Code (Bürgerliches Gesetzbuch, BGB).

If a remedy is provided, the limitation period resumes.

Advice given by our employees does not establish a contractual legal relationship or an ancillary duty arising from the contract, so we are not liable based on such advice unless otherwise expressly agreed in writing.

Defect claims that arise because the customer has failed to observe the operating instructions, or technical and/or other explanations regarding the goods, are excluded.

The customer is not entitled to any claims arising from unsuitable or improper use, faulty assembly or initial operation by the customer or a third party the customer has commissioned, natural wear and tear, and/or incorrect or negligent maintenance, or in cases of force majeure.

The owner or user shall at its expense perform or arrange for the performance of maintenance and the prescribed safety inspections (STK) of our devices, in the time intervals we specify. If the owner or user cannot prove at our request that they have arranged for the proper performance of the maintenance and STK, all warranty claims existing against us will be voided.

 

8. Special conditions for maintenance and repair work

(1.) Unless otherwise agreed, the customer shall repair the delivered system in accordance with the documentation, even while the limitation period of claims for defects is still running.

(2.) Unless otherwise agreed, the following conditions will apply if the customer commissions us with the maintenance or repair on a case-by-case basis:

(a) The maintenance or repair in question must be made by authorized and qualified service technicians in accordance with the manufacturer’s specifications and suggestions.

(b) The customer shall provide us with the devices intended for the performance of the maintenance or repair at no charge, free from visible soilage and contamination, and disinfected. If disinfection is impossible for technical reasons, the customer shall clearly label the device.

(c) If maintenance or repair is intended for a device that was used to treat patients who suffered from a contagious and/or reportable infectious disease, the customer shall notify us thereof when the order is placed or the appointment is agreed. The customer shall clearly label the device.

(d) The performance of the maintenance or repair on a device can be refused if the device shows visible soilage we could not reasonably be expected to accept and special cleaning and disinfecting measures are necessary before the maintenance work begins.

(e) Unless otherwise agreed, the maintenance or repair will be invoiced at cost based on the prices in our price list as of the service date.

(f) Any other cost estimate made before the service is merely a nonbinding expert calculation of the anticipated costs.

 

9. Replacement of the contracting counterparty; Assignment

We may assign and delegate our contractual rights and obligations to a third party with debt-discharging effect. If we do so, the customer may terminate extraordinarily.

The customer acknowledges and agrees to disposals of our rights arising from the business relationship.

 

10. Resale

The customer shall not commercially resell our products, either directly or indirectly, except with our express written consent.

 

11. Data privacy

Pursuant to § 28 of the German Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG), we object to any commercial use and forwarding of our data.

The customer hereby grants their consent to the use of personal data within the scope of § 28 BDSG.

 

12. Miscellaneous; Forum

All legal relationships between us and the business partner are governed by the laws of the Federal Republic of Germany without giving effect to the pretexts of the United Nations Convention on Contracts for the International Sale of Goods, the Hague Conventions (EKG and the EAG) or the conflict of law rules.

Finding one or more provisions of these terms of business or a provision within the scope of other agreements to be ineffective, now or in the future, will not render the other provisions or agreements ineffective.

The place of performance and the forum is Cologne, Germany.