I. General information
- The following terms and conditions are an integral part of each contract concluded with padcon medical GmbH and a company (§14 BGB) and also apply to future business with the ordering party.
- Our terms of sale apply exclusively. We do not recognise any terms and conditions of the ordering party that deviate from or contradict these, not even through unconditional execution of the contract.
- All deviating agreements concerning the contract are only valid with written confirmation. A cancellation or amendment only applies to the respective conclusion of the contract.
II. Contract
- Our offers are subject to change without notice. Production descriptions, brochures and further information are not binding.
- We reserve the property rights and copyrights to all product illustrations and drawings.
- The contract signed by the purchaser is considered accepted by us if it is confirmed in writing or orally, or if we do not refuse acceptance within two weeks.
III. Terms of delivery / Payment
- Unless otherwise agreed, our prices are ex works plus shipping costs excluding insurance, freight, installation. All prices are quoted without statutory value added tax.
- Packaging is carried out with the greatest possible care; it will not be taken back.
- All shipments travel at the risk of the recipient, even in the case of franked deliveries. Transport damages/losses are not covered.
- Unless otherwise agreed, payments are due 30 days net from the date of invoice.
- In the event of non-compliance, we reserve the right to charge interest on arrears at a rate of 5 percentage points above the base rate (§288 para. 1 sentence 2 BGB).
- Other forms of payment and the deduction of discounts require our written confirmation.
IV. Delivery / Delay in delivery
- The scope of our obligation to deliver results exclusively from this contract. padcon medical GmbH reserves the right to make changes in construction, colour and form that are exclusively based on improvements in technology or legal requirements.
- The ordering party assumes responsibility for the information contained in the documents sent to us, such as drawings, plans, etc.
- If partial deliveries are reasonable for the padcon medical GmbH, they can be made and invoiced.
- If padcon medical GmbH is unable to meet a delivery deadline due to circumstances beyond our control, our delivery time will be extended by a reasonable period of time. The customer will then be informed immediately. Should the delay last longer than one month after the agreed delivery date, both parties may withdraw from the contract. Further claims of a delay in delivery for which we are not responsible are excluded.
- If the shipment is delayed at the request of the customer, he will be charged 5.00 Euro per month of carton space, starting one month after provision, for the costs incurred by storage.
- If it becomes known after the conclusion of a contract that the purchaser has no guarantee of his solvency or that the payment claim is at risk, we reserve the right to refuse delivery of the goods until payment has been made or an appropriate payment security has been provided.
V. Place of performance / Place of jurisdiction
- The place of performance for all rights and obligations arising from the contractual relationship is the registered office of our company.
- The place of jurisdiction for all legal disputes arising from the contractual relationship shall be determined by our registered office.
VI. Retention of title
- The goods remain the property of padcon medical GmbH until all our claims against the ordering party arising from the business agreement, including future claims, have been settled.
- The ordering party is entitled to sell the retention goods subject further retention of title, provided this is in the ordinary course of business.
- The ordering party shall assign all claims that have accrued to him from the resale. He remains authorised to collect the claim even after the assignment. Irrespective of this, we are entitled to collect the claims ourselves. As long as the customer meets his payment obligations, we shall not exercise this right. Upon request, the customer shall provide us with the information necessary for collection and hand over the relevant documents, and shall inform the debtor of the assignment.
- If the ordering party defaults on payment, padcon medical GmbH is entitled to withdraw from the contract and take back the goods. In order to take back the goods the purchaser irrevocably permits us to enter his storage and business premises.
- The purchaser undertakes to inform us immediately if the goods are seized or otherwise interfered with by third parties and to insure the goods subject to retention of title against theft, fire and water.
- The customer has the right to demand the release of the securities to which we are entitled, insofar as their realisable value exceeds the value of the claim to be secured by 20 %.
VII. Warranty
- First of all, the statutory inspection and complaint obligations of §377 HGB apply.
- Material defects which do not or only insignificantly impair the value and function of the goods for the use recognizable to us do not constitute any further rights of the customer.
- If the goods show a material defect at the time of the transfer of risk, we are obliged to provide subsequent performance, at our discretion either by repair or replacement. The costs of subsequent performance, in particular freight, labour and material costs, shall be borne by us. If these costs correspond to more than 50 % of the order value, we are entitled to refuse subsequent performance.
- Return deliveries in the case of material defects suspected by the purchaser will only be accepted with our prior consent, freight and expenses paid.
- If the subsequent performance fails or is refused by the customer after a reasonable period of time, the customer may withdraw from the contract and demand a corresponding reduction of the purchase price.
- If the material defect leads to damage, we shall be liable in accordance with the statutory provisions.
- If the damage is based on a culpable violation of the essential contractual obligations or a so-called “cardinal obligation”, we shall only be liable for the damage typical of the contract.
- We exclude further contractual and tortious claims of the customer, in particular loss of profit or other financial losses.
- The above conditions do not apply to used goods. We shall only be liable for such goods if the assumption of guarantee has been agreed in writing.
- All our products must be handled in accordance with the instructions for use and maintenance. If, contrary to these instructions, they are not followed, products are handled improperly, parts are replaced or products are used in combination with third-party storage equipment or other changes are made by unqualified persons, our warranty is void. In the event of a defect, the customer must then prove that it was not caused by any of the above interventions.
VIII. Limitation of actions
- DSubject to §438 No. 2, 479 BGB, the purchaser’s claim for subsequent performance shall become statute-barred one year after delivery of the goods: in the case of used goods, there are no warranty claims. The right of withdrawal and reduction is therefore excluded.
- For claims for damages, the limitation period is one year, subject to §430 No. 2, 479 BGB.
- In the case of claims arising from the Product Liability Act in cases of intent and gross negligence, the statutory limitation period shall apply.