GENERAL TERMS AND CONDITIONS
I. Scope of application
II. Offers and orders, withdrawal
1. Our offers are subject to change and, like catalogue information, illustrations and descriptions, non-binding; in particular, they do not include any guarantees of quality and durability. With written order confirmation or execution of the delivery, an order of the customer is considered accepted.
2. If we become aware of circumstances of the customer after the conclusion of the contract that are likely to endanger our claims, we are entitled to withdraw from the contract if a reasonable grace period set by us has elapsed to no avail.
3. The customer is not entitled to withdraw from the contract outside the statutory provisions and bears our costs for unauthorised returns in the amount of a flat rate of 75 euros. The customer reserves the right to prove that we have incurred no or much less damage as a result.
III. Prices, terms of payment, retention, set-off
1. Our prices are net prices from the place of dispatch plus packaging, freight and the applicable statutory value added tax.
2. The prices of our general price list at the time of the order apply. In the case of delivery times of more than 6 weeks or continuing obligations in the form of on-time or on-call delivery contracts, we reserve the right to adjust prices due to unforeseen increases in costs (wages, raw materials, auxiliary materials or operating supplies, etc.). Our invoices are due immediately. In the event of a delay in payment, interest on arrears in the amount of 8% above the base interest rate will be charged.
3. The customer is only entitled to set-off or retention if the counterclaims are undisputed or have been legally established.
IV. Delivery, delivery times
1. A delivery period promised in writing begins with the dispatch of the order confirmation. It is complied with if the readiness for dispatch has been notified by the time it expires or the goods have left the place of dispatch. It shall be extended in the event of measures in the context of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond our control, e.g. operational disruptions, delays in the delivery of essential materials, insofar as such obstacles are demonstrably of considerable influence on the delivery of the goods, in accordance with the duration of such measures and obstacles. This also applies if the circumstances occur with subcontractors. We are also not responsible for the aforementioned circumstances if they arise during an already existing delay. The beginning and end of such obstacles will be communicated to the customer as soon as possible.
2. Partial deliveries are permitted within the delivery periods specified by us, provided that this does not result in any disadvantages for use.
3. Design, shape or other changes that are due to the improvement of the technology or to the requirements of the legislator are reserved during the delivery period, provided that the goods are not significantly changed and the changes are reasonable for the customer.
4. The choice of shipping method is at our discretion. By default, the shipment is ex works, uninsured at the risk of the customer and at his expense. A special customer request for the shipping method requires the written form and express approval of Plasma Parylene Systems GmbH.
V. Acceptance and transfer of risk
1. The customer is obliged to inspect and accept the goods at the place of delivery within ten days of receipt of the notification of availability or other notification of completion, unless he is temporarily prevented from acceptance through no fault of his own.
2. If the customer remains in arrears with the acceptance of the goods for more than ten days from receipt of the notification of provision intentionally or through gross negligence, we are entitled to withdraw from the contract and claim damages after setting a grace period of another ten days. There is no need to set a grace period if the customer seriously or definitively refuses acceptance or is obviously unable to pay the purchase price even within this time.
3. If the customer declares that he will not accept the goods, the risk of accidental loss or accidental deterioration of the goods shall pass at the time of refusal, but at the latest in accordance with the statutory provisions.
4. The goods are shipped at the request, cost and risk of the customer.
VI. Retention of title
1. We reserve title to the delivery items until payment.
2. In the event of breach of contract by the customer, in particular in the event of default of payment, we are entitled to take back the goods after a reminder and the customer is obliged to surrender them.
3. The assertion of the retention of title as well as the seizure of the delivery items by us shall not be considered a withdrawal from the contract, unless this is expressly declared by us in writing.
4. The customer is entitled to resell the delivery items in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the purchase price agreed between us and the customer (including VAT), which accrue to the customer from the resale, regardless of whether the delivery items are resold without or after processing. The customer is authorised to collect these claims after their assignment, as long as he is not insolvent, in default with payments or our satisfaction is not otherwise endangered. Without prejudice to our authority to collect the claims ourselves, we undertake not to collect the claims as long as the claims are not collected. Otherwise, we can also demand that the customer discloses the assigned claims and their debtors, provides all information required for collection, hands over the associated documents and notifies the debtors (third parties) of the assignment. In this case, goods that have not yet been delivered must be returned to us free of freight and expenses upon request; based on the customer’s consent, we are authorised to take them away and use them by auction or private sale by a person designated by the Chamber of Commerce and Industry and offset the proceeds against the net price.
5. Processing or transformation of the goods by the customer is always carried out for us. If the goods are processed with other objects that do not belong to us, we acquire co-ownership of the new object in the ratio of the value of the goods to the other processed objects at the time of processing.
6. If the goods are inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the goods to the other mixed objects. The contractual partner shall store the co-ownership for us.
7. The customer may neither pledge goods nor assign them as security. In the event of seizures, seizures or other dispositions by third parties, the customer must inform us immediately and provide us with all information and documents that are necessary to protect our rights. Enforcement officers or third parties must be informed of our property.
8. We undertake to release the securities to which we are entitled at the request of the customer to the extent that their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 20%.
VII. Warranty and Liability
1. We guarantee that our goods are free of defects for a period of one year from the transfer of risk. The delivered goods are considered approved if obvious defects are not reported within 10 working days or other defects are not reported within one year. §§ 377, 378 HGB remain otherwise unaffected. The warranty is excluded for used items.
2. In the event of complaints, the customer must give us the opportunity to be able to convince us of the existence of the defect, in particular to provide us with the rejected goods or samples thereof on request. In the event of a justified complaint in due time, the customer is initially only entitled to subsequent performance, while adequately safeguarding his interests. If further attempts at supplementary performance are unreasonable for the customer, the customer may demand cancellation of the contract or reduction of the remuneration instead. Our warranty does not entitle to compensation for damages.
3. Natural wear and tear is excluded from the warranty in any case. Unless otherwise indicated, sterile and non-sterile products are intended for single use and must be checked for functional safety and proper condition before use on the patient. Reprocessing and re-use is not recommended from a medical and hygienic point of view.
4. Due to further claims and rights, we are liable for damages that are not based on injury to life, limb or health, in the event of a merely negligent breach of duty by us or our vicarious agents only insofar as they are typical for the contract and foreseeable. However, Plasma Parylene Systems GmbH is fully liable if and to the extent that any damages incurred are covered by its business liability insurance or any other insurance of Plasma Parylene Systems GmbH.
VIII. Contract duration and termination
Permanent contracts begin with the signing and are valid for a period of one year, unless otherwise agreed. If one of the parties does not give written notice of termination to the other at the latest two months before the end of the contract, such contracts shall each be extended for a further year without the need for a special declaration. Plasma Parylene Systems GmbH is also entitled to an ordinary right of termination with a notice period of 3 months in these cases.
The right to extraordinary termination without notice for good cause remains reserved. An important reason for Plasma Parylene Systems GmbH is, among other things, the registration of the insolvency proceedings over the assets of the customer as well as default of payment by the customer of more than one month.
IX. Place of performance, place of jurisdiction, choice of law
1. The place of performance is the respective place from which the goods are shipped.
2. In all disputes arising from the contractual relationship, the action must be brought before the court that is responsible for our headquarters. We are also entitled to sue at the customer’s headquarters.
3. German law shall apply exclusively to the exclusion of the laws on the international purchase of movable property, even if the customer has its registered office abroad.
X. Other
1. Transfers of rights and obligations of the customer from the contract concluded with us require our written consent to be effective.
2. Should one provision be or become invalid, this shall not affect the validity of the other provisions.
As of: 30.09.2009
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