General Terms and Conditions

• 1 Applicability

(1) These General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers (“Buyer”). The conditions only apply if the buyer is a contractor, a legal entity under public law or a special fund under public law.

(2) The GTC apply in particular to contracts for the sale and/or supply of movable goods (“goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers. Unless otherwise agreed, the GTC in the current version valid at the time of the Buyer’s order or in the version last provided to them in text form also serve as a framework agreement for similar future contracts – without having to refer to are referred to again in each individual case.

(3) Our T&Cs apply exclusively. Deviations, conflicting or additional general terms and conditions of the buyer only become an integral part of the contract if – and insofar as – we have expressly agreed to their validity. This consent requirement applies in any case, for example even if we carry out delivery to the buyer without reservation and with knowledge of the buyer’s GTC.

(4) Individual agreements made with the buyer in individual cases (including side agreements, contract extensions and contract changes) take precedence over these GTC. Unless there is proof to the contrary, a written agreement or our written confirmation is binding for the content of such agreements.

(5) Legally relevant statements and communications from the buyer regarding the contract (e.g. deadline determination, defect notification, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax) . Legal formal requirements and further evidence, especially in case of doubt about the legitimacy of those making the statement, remain unaffected.

(6) References to the applicability of statutory provisions have only an illustrative meaning. Therefore, even without such clarification, the statutory provisions apply, unless they are directly modified or expressly excluded in these GTC.

• 2 Conclusion of contract

(1) Our offers are without obligation and without obligation. This also applies if we have provided the buyer with catalogues, documentation (e.g. drawings, plans, calculations, references to regulations for medical products, etc.) or other product descriptions or documents – including in electronic form – of which we reserve ownership, rights and copyrights.

(2) The order for goods by the buyer constitutes a binding contract offer. Unless otherwise stated in the order, we have the right to accept this offer within 24 hours of receipt.

(3) Acceptance of the order can be declared in writing (e.g. by order confirmation), digitally by email or by delivery of the goods to the buyer.

(4) If product(s) need to be assembled and/or produced for the buyer, after order confirmation or approval by the buyer, the buyer is then obligated to purchase and accept the delivery of the produced products. The buyer cannot terminate this purchase agreement.

• 3 Delivery times and delays

(1) The delivery period is agreed individually or indicated by us upon acceptance of the order. If this is not the case, the delivery time is approximately 6 weeks from the conclusion of the contract.

(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of performance), we will inform the buyer of this without delay and at the same time inform the buyer of the expected new delivery deadline. If the service is also not available within the new delivery period, we have the right to terminate the agreement in whole or in part; We will immediately refund payments already made by the Buyer. In particular, a case of unavailability of the service in this sense is considered to be the late delivery by our supplier, if we have concluded a corresponding hedging transaction, neither we nor our supplier are at fault and we are not obliged to for individual cases.

(3) The occurrence of our delivery delay is determined in accordance with the statutory provisions. In any case, however, a reminder from the Buyer is required.

• 4 Delivery, transfer of risk, approval, default of acceptance

(1) Delivery takes place from our warehouse (EXW Incoterms 2020), which is also the place of fulfillment and the place of any additional performance. At the request and expense of the buyer, the goods will be sent to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we have the right to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon transfer. In the event of sale by shipment to a place other than the place of delivery, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, passes to the forwarder, the carrier or any other person or institution designated to carry out the shipment. The risk of accidental loss and/or deterioration of the goods passes to the buyer at the latest upon transfer. However, in the case of sales by shipment, the risk of accidental loss and/or deterioration of the goods, as well as the risk of delay, passes to the forwarder, the carrier or the person or institution otherwise designated to handle the shipment upon delivery of the goods. to be carried out. Insofar as acceptance of the performance has been agreed, this is decisive for the transfer of risk. For the rest, the legal provisions of the Contract for Work and Services Act apply mutatis mutandis to an agreed acceptance. The transfer or acceptance is deemed to be equivalent if the buyer fails to accept.

(3) If the buyer fails to take delivery, does not cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to compensation for the resulting damage including additional costs (e.g. storage costs ) to demand. For this we will charge a fixed compensation amounting to 0.5% of the net price per calendar week, with a maximum total of 5% or 10% in the event of final non-acceptance. This starts with the delivery period or – in the absence of a delivery period – with the notification that the goods are ready for shipment.

(4) The proof of substantial damage and our legal claims (in particular reimbursement of additional costs, reasonable compensation, rescission) remain unaffected; however, the fixed compensation will be offset against further monetary claims. The Buyer has the right to prove that we have not suffered any damage or that the damage is significantly lower than the aforementioned compensation.

• 5 Prices and payment terms

(1) Unless otherwise agreed in individual cases, our current prices apply at the time of concluding the contract, namely ex warehouse, plus statutory VAT.

(2) When selling by shipment (§ 4 paragraph 1), the buyer bears the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. Unless transport costs are stated by us on the invoice in individual cases, a fixed transport price (excluding transport insurance) of EUR 19.90 per delivery applies. Any customs duties, fees, taxes and other public charges are the responsibility of the buyer.

(3) The purchase price is due and payable within 30 days from the date of invoice and delivery or acceptance of the goods, unless otherwise agreed. However, we have the right at any time, even in the context of an ongoing business relationship, to make a delivery in whole or in part only against payment in advance. We will state a corresponding provision at the latest with the order confirmation.

(4) After expiry of the aforementioned payment term, the buyer is in default. During the default period, interest of 12% will be charged on the purchase price at the applicable statutory default interest. We reserve the right to claim further damages caused by default. With regard to traders, our claim to the trade interest (12%) remains unaffected.

(5) The buyer is only entitled to set-off or retention if his claim has been legally established or is undisputed. In the event of delivery defects, the buyer’s counter rights remain unaffected, in particular pursuant to § 7 paragraph. 6 section sentence 2 of these GTC.

(6) If after the conclusion of the contract (e.g. by filing bankruptcy proceedings) it appears that our claim to the purchase price is threatened by the buyer’s inability to pay, we are entitled to refuse performance in accordance with the legal provisions and – if necessary after setting a deadline – to withdraw from the contract. In the case of agreements for the production of unsustainable items (custom work), we can terminate ourselves with immediate effect; the legal regulations regarding the superfluity of setting a term remain unaffected.

• 6 Retention of title

(1) We retain ownership of the sold goods until all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

• 7 Claims of defects by the buyer

(1) The statutory provisions apply to the buyer’s rights in the event of material defects and property defects (including incorrect delivery and underdelivery), unless otherwise provided below. In all cases, the special legal provisions remain unaffected upon final delivery of the unprocessed goods to a consumer, even if the consumer has further processed them. Claims for recovery by the supplier are excluded if the defective goods have been further processed by the buyer or another contractor.

(2) All product descriptions and manufacturer’s specifications that are the subject of the individual contract or that were made public by us (in particular in catalogs or on our Internet homepage) at the time of concluding the contract are considered as an agreement on the quality of the goods. We guarantee the specifications of the products in LOT certificates, operating instructions and technical documentation, as long as they are transported, stored and used in accordance with the specifications of the manufacturer’s regulations.

(3) If the quality has not been agreed, it must be assessed in accordance with legal regulations whether there is a defect or not. However, we do not accept any liability for public statements made by the manufacturer or other third parties (e.g. advertising statements) which the buyer has not pointed out to us as decisive for his purchase.

(4) The buyer’s claims for defects presuppose that he has fulfilled his legal obligations to inspect and report defects. In any case, goods intended for further processing must be inspected immediately before processing. If a defect is discovered upon delivery, inspection or at any later time, this must be reported to us in writing immediately. Obvious defects must in any case be reported to us in writing within 48 hours of delivery. Defects that did not come to light during the inspection must be reported to us within the same period after discovery.

If the Buyer fails to carry out proper inspections and/or report defects, our liability for the defect not reported or not reported on time or not properly is excluded in accordance with the legal provisions.

(5) If the delivered item is defective, we can choose to remedy the defect (rectification) or deliver a defect-free item (replacement). Our right to refuse additional services under the statutory conditions remains unaffected.

(6) We are entitled to make the additional performance due dependent on payment by the buyer of the purchase price due. However, the buyer is entitled to withhold a reasonable part of the purchase price in connection with the defect.

(7) The buyer must give us the time and opportunity necessary for subsequent performance, in particular to hand over the goods in question for inspection purposes. In the event of replacement delivery, the buyer will return the defective items to us in accordance with the legal provisions.

(8) We will bear or reimburse the costs necessary for inspection and subsequent implementation, in particular transport, travel, labor and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions, if there is actually a defect. On the other hand, we may demand reimbursement from the buyer of the costs incurred for an unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defects was not obvious to the buyer.

(9) If the additional performance has failed or a reasonable period set by the buyer for the additional performance has expired without result or is not necessary according to legal provisions, the buyer may withdraw from the purchase contract or reduce the purchase price. However, there is no right of withdrawal in the event of a minor defect.

• 8 Force majeure

(1) We are not liable for the failure to fulfill our contractual obligations if this is due to an impediment beyond our control or, in particular, as a result of any of the following reasons: fire, natural disasters, war, confiscation, export ban, embargo or other official measures, epidemics of infectious diseases and other unforeseen, unavoidable and serious events, a general shortage of raw materials, restrictions on energy consumption, labor disputes or non-performance by suppliers is based on any of these reasons. Such events release us from our contractual obligations for the duration of the disruption and to the extent that they have consequences. The parties are obliged to exchange the necessary information without delay and within reasonable limits and to adapt their obligations in good faith to the changed circumstances.

(2) We will immediately inform the buyer of the reason for the hindrance, its expected duration and its termination.

(3) Either party may terminate the contract by written notice if its performance is prevented for more than six months in accordance with No. 8(1).

(4) Notwithstanding any form of force majeure, the Buyer is not entitled to suspend payment of any sum and/or invoice.

• 9 Choice of law and jurisdiction

(1) Agreements with the buyer to which these general terms and conditions apply are exclusively governed by Dutch law.

2. If disputes arise as a result of the Agreement that cannot be settled amicably, they will be submitted to the competent court of the district where the supplier is located. Supplier and buyer can agree to settle their disputes by means of binding advice or arbitration.