Terms and Conditions of Sale
Terms and Conditions of Sale of MEDITE Medical GmbH
§ 1 Validity of the Conditions
Our sales conditions apply exclusively. Counter-confirmations by the buyer with reference to his business or purchasing conditions are hereby rejected. Deviations from these terms and conditions or acceptance of contrary terms and conditions require our express confirmation in writing.
The contract remains binding in its remaining parts even if individual points are legally ineffective, unless adherence to the contract would mean unreasonable hardship for one of the contracting parties. When using INCOTERMS, the version from 2020 applies.
§ 2 Conclusion of the Contract
Our offers are to be understood as a non-binding invitation to conclude a contract. A sales contract is only concluded with acceptance by our order confirmation in writing or by delivery in accordance with our conditions. Verbal commitments and agreements are only binding once we have confirmed them in writing.
After the conclusion of the contract, the buyer has to provide all necessary information for fulfillment organisation, if necessary, and is therefore obliged to perform in advance. Drawings, samples, drafts, construction drawings and other documents remain our property and may not be used for other purposes or made available to the competition without special permission.
§ 3 Prices
Unless otherwise stated in the order confirmation, our prices apply Ex works Burgdorf, Germany.
We reserve the right, in the case of an agreed or actual delivery time of more than four months (in the case of commercial transactions of more than one month), to increase the prices in accordance with the cost increases that have occurred due to wage costs, material price increases or increases in duties. If the increase is more than 10%, the buyer is entitled to withdraw from the contract if he has not yet accepted the goods.
For orders with an order value of less than EUR 250.00 net, we charge a flat-rate surcharge of EUR 12.50 for small quantities. Shipping within Germany is free of charge if the total shipment weight is less than 40 kg. In the case of a higher total shipment weight, we calculate the shipping costs according to expenditure. For deliveries abroad, the freight, insurance and ancillary charges valid at the time of delivery apply. All prices do not include the statutory value added tax (VAT). With VAT ID of buyer within EU, no VAT needs to be invoiced.
§ 4 Delivery, Transfer of Risk and Cancellation
Delivery times are only valid as fixed dates for the purchase if they have been expressly confirmed as such in writing. Our obligation to supply is ceased until every prior obligation of the purchaser is fulfilled. The same applies until drawings made by us have been approved. If there is a delay in fulfillment for which we are responsible, this entitles the buyer to assert the rights to which he is entitled only if he has set us a reasonable grace period of at least 30 working days, unless this is legally unnecessary.
We are entitled to make partial deliveries as long as this does not an unreasonable disadvantage for the buyer.
The risk of loss, damages and costs are transferred to the buyer when the seller has packed the goods and made them available for collection at the warehouse of MEDITE Medical GmbH, 31303 Burgdorf, Wollenweberstrasse 12, Germany. According to our general delivery terms in accordance with the INCOTERM „Ex Works“, the delivery or service of the order is deemed to have been fulfilled with this provision for collection. From this point in time, the buyer has the right of disposal, the power of disposal and bears the risk. In principle, goods of average type and quality are owed, unless otherwise expressly confirmed in writing.
If the customer cancels an order two weeks after the date of order confirmation or if the customer returns a product that still is in its original packaging and free of defects within four weeks of delivery, MEDITE Medical GmbH is entitled to charge a cancellation / restocking fee of 10% of the net value of the goods. A return is always excluded for goods that are made to order that deviate from the normal design or that were delivered more than 4 weeks ago.
§ 5 Payments
Unless otherwise specified, invoices are to be paid within 30 days net from the invoice date.
In the case of justified doubts about the solvency or creditworthiness of the buyer, especially if he has stopped his payments, we are authorized, without prejudice to other rights, to demand securities or advance payments for outstanding deliveries and to make the entire remaining debt due.
In the case of first-time orders and for some foreign countries, advance payment may be requested.
We are entitled, in spite of contrary provisions of the buyer, to offset payments against his older debts first. The buyer will be informed about this by us. If costs and interest have already arisen, we are entitled to offset the payment first against the costs, then against the interest and finally against the main claim.
The calculation of interest is based on § 288 of the German Civil Law or, in the case of bilateral commercial transactions prior to the occurrence of default, in accordance with § 352, 353 of the German Commercial Law (HGB). If the debtor is in default, we are entitled to charge a reminder fee of 10 euros for each additional reminder.
The buyer is only entitled to offset rights if his counterclaims have been legally established, are undisputed or have been recognized by us in writing.
§ 6 Characteristics, Warranty for Defects
Our order confirmation alone is decisive for determining the quality of the goods; if there is no such, the text of the offer specifies the nature of the goods. If clarifications of a technical nature are made by the buyer in response to our offer, these are only then bindingly agreed upon contractual quality when they are reconfirmed by us in writing. Drawings only describe the contractual quality if they have been approved by the buyer with a signature on the front.
Deviations from the properties (equipment, shape and color) described in the brochures or similar representations or in offers are also contractually agreed. Representations in brochures are always approximate and subject to change. The suitability of the goods for the intended purposes is not the subject of the quality of the goods. Anything else applies only to those purposes that are described by us in the instructions or otherwise expressly confirmed. Wear and tear effects and cases due to the nature of the goods and their components does not constitute a defect. This applies in particular, but not exclusively, to cable connections, gripping elements, vacuum cups, microscope slides, plastic containers (embrittlement, deformation) and batteries for emergency power supply. The device-specific guarantee declarations regulate more precise details.
Any warranty expires in the event of changes to the goods that go beyond installation according to the state of art and our installation instructions. Changes in construction and design are expressly reserved. The buyer is obligated to undertake checking the specifications set from the order confirmation for their conclusiveness with regard to the intended use.
Obvious defects must be reported in writing immediately, no later than 10 days after receipt of the goods. If the defect only occurs at a later point in time, the buyer must notify the seller in writing of this immediately upon discovery. § 377 ff. of the German Commercial Law (HGB) apply to mutual commercial transactions.
For warranty claims, we reserve the right to request proof of proper handling and compliance with the recommended maintenance cycles.
§ 7 Retention of Title
We retent title for the purchased item until all payments from the contract have been received. In the case of commercial transactions, the retention of title applies until all claims to which we are entitled against the buyer for any legal reason now or in the future have been met. In the event of breach of contract by the buyer, especially in the event of default in payment, we are entitled to take back the goods immediately.
The buyer is entitled to sell the goods in the ordinary course of business as long as he is not in default of payment. As a precaution, the buyer assigns the claims arising from the resale or any other legal reason with regard to the reserved goods to us in full in advance.
The buyer is authorized to collect the assigned claims in his own name for our account until they are revoked or until their payments to us have been suspended.
Reserved goods and the claims taking their place may neither be pledged to third parties nor assigned as security. In the event of access by third parties, in particular bailiffs, to the reserved goods or assigned claims, the buyer is obliged to point out our rights and to notify us of the access immediately by registered letter.
If the value of the securities exceeds our claim by more than 20%, we will release collateral of our choice upon request.
§ 8 Liability
Liability for simple negligence is excluded, unless otherwise stipulated by law. The further liability for intent and gross negligence remains. Our liability for delay is limited to 0.5% of the order value per week, overall liability is limited to a maximum of 10% of the order value.
Furthermore, claims for compensation are limited to the reimbursement of proven additional costs (covering purchase based on three comparison offers).
§ 9 Design Rights, Contractual Penalty for Dealers
In the case of a bilateral trade, the buyer undertakes not to reproduce items from our delivery program or to have them reproduced and to sell them. In the event of an infringement, we are entitled to a contractual penalty. The amount of the claim is 100% of the price of the corresponding item for each replica piece; the price list applicable at the time of the violation is decisive. Our right to further claims for damages remains unaffected.
§ 10 Place of Fulfillment, Place of Jurisdiction, Applicable Law
The place of fulfillment for the payment of the purchase price as well as for the other services of the buyer is always our registered office. The place of performance for our services is also our registered office.
The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of MEDITE Medical GmbH, Wollenweberstrasse 12, 31303 Burgdorf, Germany. The law of the Federal Republic of Germany applies to these terms and conditions and all legal relationships between us and the buyer.
As of: 06/2023
MEDITE Medical GmbH, Wollenweberstr. 12, 31303 Burgdorf, District Court Hildesheim, HRB 206325, Managing Director: Dr. Michael E. OttShare on Facebook Share on Twitter Share on Pinterest