Terms and conditions

§1 Validity

1. Our terms and conditions apply to all current and future business relationships with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), i.e. with natural or legal persons or partnerships with legal capacity acting in the exercise of a commercial or independent professional activity (hereinafter referred to as "the Customer").
2. All deliveries and services are subject exclusively to our Terms and Conditions of Delivery. General terms and conditions of the customer shall not apply even if we do not expressly object to them again.

§2 Offer and scope of delivery

1. Our offers are subject to change. Upon acceptance of our offer, the contract is concluded with an obligation to accept. 
2. However, our written order confirmation shall be decisive for the scope of delivery. Subsidiary agreements and amendments require our written confirmation. If a contract has been concluded without a written order confirmation, our offer or - if this is not available - the written order of the customer shall be decisive.
3. We reserve unrestricted proprietary and copyright exploitation rights to cost estimates, drawings and other documents; they may not be made accessible to third parties. Drawings and other documents belonging to offers must be returned to us immediately upon request if the order is not placed with us.

§3 Prices

1. The prices quoted are net, excluding VAT, ex works, excluding packaging and shipping costs, binding for the next 6 months. Exceptions to this are special arrangements that have been fixed in writing in offers or agreements. After this period, we reserve the right to adjust prices according to the given cost situation.
2. For our customers from the area of general practitioners and hospitals, we have to charge a minimum quantity surcharge of EUR 10 below an order value of EUR 50.

§4 Payment

1. Invoices are due immediately upon receipt by the customer without deduction.
2. Special agreements regarding the terms of payment must be made in writing to be effective.
3. If the payment term is exceeded, the statutory default interest shall be charged. This shall not exclude the assertion of further damages caused by default.
4. The retention of payments or offsetting due to any counterclaims of the customer that are disputed by us and have not been legally established is not permitted.
5. Payments shall be made cashless by bank transfer. We only accept checks or bills of exchange if this has been expressly agreed in writing for the individual case.

§5 Delivery time

1. Deadlines for deliveries and services are only binding if they have been expressly confirmed by us in writing. The delivery period begins with the dispatch of the order confirmation, but not before the customer has provided the documents to be procured.
2. The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires.
3. Compliance with the delivery period presupposes the fulfillment of the customer's contractual obligations.
4. If we are in default with our deliveries or services and the customer grants us a reasonable grace period with the express declaration that he will refuse to accept the service after expiry of this period and if the grace period is not complied with, the customer shall be entitled to withdraw from the contract.
5. The delivery period shall be extended appropriately in the event of labor disputes, in particular strikes and lockouts, as well as the occurrence of events (including restrictive government measures) for which we are not responsible. This shall also apply if the circumstances occur at subcontractors. We shall also not be responsible for the aforementioned circumstances if they occur during an already existing delay. We shall inform the customer of the beginning and end of such hindrances as soon as possible.
6. If the customer suffers damage due to a delay  by our fault, he shall be entitled to demand compensation for the delay to the exclusion of further claims. This shall amount to 0.5% for each full week of delay, but not more than 5% of the value of that part of the total delivery which is not available on time or in accordance with the contract as a result of the delay.
7. If dispatch is delayed at the request of the customer, the customer shall be charged the costs incurred for storage - starting one month after notification of readiness for dispatch - but at least 0.5% of the invoice amount for each month in the case of storage at our works. However, we shall be entitled to dispose of the delivery item in another way and/or to supply the customer within a reasonably extended period of time after setting a reasonable deadline which has expired without result.

§6 Orders on call

1. Unless otherwise agreed, all orders on call shall be accepted within 3 months of expiry of the contract period at the latest, without the need for a request for acceptance; if this period has expired, we shall be entitled to invoice the goods at any time if they are dispatched at the same time.
2. If a contract period has not been agreed, we shall be entitled to the aforementioned rights after the expiry of one year from the conclusion of the contract.

§7 Transfer of risk and shipping

1. The risk shall pass to the customer at the latest when the delivery parts are dispatched, even if partial deliveries are made or we have assumed other services, e.g. the shipping costs or transportation.
2. If shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the day the goods are ready for shipment.
3. We insure shipments at the request and expense of the customer according to his specifications.
4. Partial deliveries and deviations from the order quantities of up to +/- 10% are permissible.
5. If the customer has received instructions, application or warning notes or risk descriptions from us, he to pass these on when passing on the products supplied by us and to impose the same obligation on his own customers. In particular, the customer shall have its own comprehensive duty to inspect, test and monitor all goods supplied by us with regard to any possible damage to third parties.
6. Any further processing of the products supplied by us is beyond our control and is therefore the sole responsibility of the customer, who is therefore also obliged to monitor the product on an ongoing basis.

§8 Retention of title

1. We reserve title to the delivery item until all payments arising from the delivery contract have been received. In the event of breach of contract by the customer, in particular default in payment, we shall be entitled to take back the delivery item after issuing a reminder and the customer shall be obliged to surrender it. In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing.
2. The customer is entitled to resell the delivery item in the ordinary course of business. However, he hereby assigns to us all claims accruing to him from the resale against the customer or against third parties, irrespective of whether the reserved goods are resold without or after processing. The customer is authorized to include these claims even after the assignment. Our authorization to collect the claims ourselves remains unaffected by this; however, we undertake not to collect the claims as long as the customer duly meets his payment obligations. We may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment. If the delivery item is resold together with other goods that do not belong to us, the customer's claim against the purchaser shall be deemed assigned in the amount of the delivery price agreed between us and the customer.
3. The processing or transformation of reserved goods shall always be carried out by the customer on our behalf. If the reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the reserved goods.
4. The customer is obliged to insure the delivery item against theft, breakage, fire, water and other damage for the duration of the retention of title and to notify us of this. If this is not done, we shall be entitled to take out insurance at the customer's expense.
5. The retention of title and the securities to which we are entitled shall apply until complete release from contingent liabilities which we have entered into in the interest of the customer.
6. We undertake to release the securities to which we are entitled insofar as their value exceeds the claims to be secured, insofar as these  not yet been settled, by more than 20%.

§9 Warranty/Limitations of liability

1. Notices of defects and warranty claims - insofar as they are obvious - must be made to us in writing immediately, but at the latest within one week after delivery or execution of an order. If this notification of defects is not made, the customer shall be excluded from all warranty claims. Non-obvious defects must be reported to us within one year of delivery. If this notification of defects is not made, the customer shall also be excluded from any warranty claims with regard to non-obvious defects.
2. We shall provide a warranty for defects that are justifiably notified in such a way that we shall, at our discretion, either rectify the defect or supply a replacement. The customer shall set us a reasonable period of time to remedy the defect. The  shall only be entitled to withdraw from the contract or reduce the purchase price if the replacement delivery or rectification of defects is culpably omitted in an individual case despite a reasonable deadline being set or is unsuccessful despite several attempts at rectification. The shall also be entitled to withdraw from the contract in the event of objective impossibility.
3. Replaced parts shall become our property; they shall be returned to us free of charge upon request.
4. For parts and third-party services not manufactured or repaired by us, our liability/warranty is limited to assigning claims against our suppliers or subcontractors for any defects and referring the customer to the direct assertion of these claims. Only in the event that the customer is unable to realize these claims against third parties shall our liability remain as regulated in these terms and conditions.
5. Liability for contract manufacturing is generally limited to the service confirmed by us. For coating orders in particular, we are therefore not liable for damage to the material provided. The exclusion of liability contained herein does not apply to intent and gross negligence and insofar as the damage involves injury to life, limb or health. Liability for simple vicarious agents is also limited to intent.
6. Used items are only installed or delivered with the exclusion of any warranty.
7. No warranty is assumed for unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, defective construction work, chemical, electro-chemical or electrical influences, unless they are attributable to our fault.
8. No liability is accepted for any modifications or repair work carried out improperly by the customer or third parties without prior approval.
9. The customer must give us reasonable time and opportunity to carry out all repairs and replacement deliveries that appear necessary.
10. In the case of coating orders, a quantity waste of up to 5% shall be deemed to have been agreed and accepted by the customer, unless expressly agreed otherwise and confirmed in our order confirmation. This shall not apply if the excess quantity is due to intent and/or gross negligence and insofar as the damage involves injury to life, limb or health. Liability for simple vicarious agents is also  to intent.
11. If a product manufactured by us is not used or modified by the customer, its vicarious agents or third parties in accordance with the Medical Devices Act (e.g. resterilization of a product marked by us as disposable and delivered sterile), we shall in no case be liable for any damage. If such a product is imported by the customer or a third party into a country for which we have not obtained product approval, we shall in no case be liable for the conformity of our product with the statutory provisions applicable there or for any damage resulting from non-conformity.
12. Unless otherwise agreed, all claims against us, in particular claims for damages and warranty claims, shall become time-barred one year after they arise, insofar as such a shortening is permitted by law.
13. Further claims of the customer against us and our vicarious agents are excluded, in particular a claim for compensation for damage that has not occurred to the delivery item itself.
14. Any liability on our part shall be limited in amount to the foreseeable, contractually typical, direct average damage according to the type of goods/transaction. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents. We shall not be liable for slightly negligent breaches of insignificant contractual obligations. Liability for indirect and consequential damages is excluded to the extent permitted by law. The limitations of liability in these General Terms and Conditions do not apply to claims of the customer arising from product liability and from bodily injury and damage to health attributable to us or for damage caused by intent or gross negligence.

§10 Place of jurisdiction, applicable law

1. For all disputes arising from the contractual relationship, if the customer is a registered trader, a legal entity under public law or a special fund under public law, the action is to be brought before the court responsible for us. We are also entitled to take legal action at the customer's head office.
2. The contractual relationship is subject to German law. The provisions of the UN Convention on Contracts for the International Sale of Goods not apply.

Last modified: February 2025