Impressum – Legal Notice GTCT deutsch

General Terms and Conditions of Trade

    1. The contractual provisions negotiated separately for each individual contract and our General Terms of Trade and Delivery exclusively to our deliveries and services. We do not acclaim any other general terms of business – even if goods are supplied without reservation.
    2. In the event of long-standing business relations or general agreements, these present General Terms of Trade and Delivery also apply to all future supply relations until new terms of supply take effect. The purchaser expresses his consent to our terms by accepting our goods, if not before.
    3. All agreements must be made in writing.
      If, after a contract has been made or goods supplied, it is found that the purchaser is not, or no longer, creditworthy, we are entitled to rescind the contract or to require immediate payment of the goods supplied.
    4. Any assignment of claims is subject to our consent.
    5. These General Terms of Trade and Delivery also apply to transactions between us and contracting parties who maintain their registered office outside of the Federal Republic of Germany.
    1. All our offers are submitted without obligations, unless otherwise specified. Offers made “ex stock” are subject to reserve “unless sold”. We can accept orders within 6 months.
    2. We reserve the ownership to all written material that we supply. Such material must not be revealed or passed on to third parties without our written consent. If no order is placed, all written material must be returned immediately on request.
    3. Purchase orders should always be placed in writing; telephone orders will be performed at the purchaser’s risk.
    1. All our prices are quoted ex works Neuhausen ob Eck, Germany in European currency, Euro, not including value added tax at the rate applicable on the date of supply, customs, freight, packing and insurance costs. Value added tax will be shown separately in the invoice.
    2. We reserve the right to increase our prices to a reasonable extent if price rises – due in particular, to wage settlements, market cost prices or material price increases – occur after contacts have been made. Evidence of the same will be provided to the purchaser on request.
    3. Invoices for deliveries of goods are payable net (without any deductions) within 30 days of the date of the invoice. All payments are to be made without charges. If paying by check or bill of exchange, the purchaser shall pay discount charges, collection fees and any other bank charges, even if this has not been expressively agreed. Payments will be credited to costs first, then to interest and then to the oldest principle dept.
    4. In the event of default of payment, we can require default interest at a rate of 8% p.a. above the then applicable basic rate under Section 247 of the Civil Code.
    1. If no other agreement has been reached, we ourselves stipulate the type and scope of packaging. Packing will be chosen with the necessary care to the best of our knowledge. Disposable packaging becomes the property of the purchaser. The packing material is charged at cost price.
    1. Unless they are expressly agreed to be binding, delivery deadlines and dates are always approximate dates. If the seller is prevented from meeting delivery deadlines and dates and from satisfying its obligation through circumstances and events beyond our control, such as a lack of raw materials, interruptions in production, of force majeure, measures taken by authorities, embargoes, strike etc. whether occurring with us or with our suppliers, releases us from the obligation to supply within time stipulated. In such cases we are entitled to either withdraw from the contract or to postpone delivery to a later date.
      The purchaser shall not be entitled to claim damage for delayed delivery or non-fulfillment of orders.
    2. On production grounds, we reserve the right to supply more or less than the ordered quantity within the limits customary in trade, but not exceeding 10% more or less than the agreed purchased quantity. Technical changes are permissible if they prove necessary for production reasons, due to the product updating, as a result of legal requirements or for other reasons. When the purchaser learns of changes, he shall notify us immediately if he considers them to be inadmissible.
    3. Special measuring methods must be stipulated and recognized by both sides before the start of supply. If no such stipulations are made, our measuring methods will be deemed to apply.
    4. Delays do not entitle the purchaser to rescind the agreement or to return the goods absent contrary statutory regulations.
    5. Damage claims for the default of the seller are limited to 10% of the value of the deliverable. This does not apply to default in delivery intentionally or through gross negligence. The seller is authorized to make partial shipments unless the contrary is expressly agreed. Firm orders that have been placed may only be canceled with the consent of the seller unless mandatory statutory regulations allow rescission. The seller reserves right to reimbursement of costs in each case.
    6. The return of specially manufactured goods is excluded, as well as the withdrawal of an order for specially manufactured goods.
    7. Risk passes to the purchaser as soon as the article has been prepared for shipment or has left the warehouse of the seller for the purpose of shipment. If shipment is impossible without fault of seller risk passes at the time of notification of readiness for shipment to the purchaser.
    1. Until all receivables which the seller for any legal reason now or in the future has against the purchaser (including all current account balance claims) have been paid, the following security interests are granted to the seller. Upon request it shall release secured assets of its choosing if their value sustainably exceeds the receivables by more than 20%.
    2. The goods remain the property of the seller. Processing or alteration always occurs for benefit of the seller as manufacturer but without obligating it. If the (joint) ownership of the seller is extinguished through combination, it is forthwith agreed that the ownership of the purchaser in the combined article passes to the seller pro rata in relation to (invoice) value. The purchaser shall hold the (joint) property of the seller in safe custody without charge. Goods which are the (joint) property of the seller are referred to in the following as the “Retained goods”.
    3. The purchaser is authorized to process and sell the retained goods in the ordinary course of business as long as it is not in default. Pledges or transfers by way of security are not permitted. The purchaser forthwith assigns to the seller by way of security, to the full extent, all receivables (including all current account balances) arising from resale or other legal reason with respect to the retained goods. The seller revocable authorizes him to collect the receivables assigned to the seller for the sellers account in his (purchasers) own name. This collection authorization may be revoked if the purchaser fails to properly meet its payment obligations.
    4. In the event of third party seizure of the retained goods, particularly through attachment, the purchaser shall make the third party aware of the property of the seller and immediately inform the seller so that it can assert its title.
    5. In case of late payment the seller is entitled to recover the retained goods from third parties. The recovery and the attachment of the retained goods by the seller do not effect rescission of the agreement.
    6. If, in case of cross-border delivery into a foreign country, the foregoing provision on retention of title is not effective under the law of the exporting country designated for the delivery or if, to be effective, it requires supplementation and/or registration with government authorities, the purchaser is obligated and the seller authorized to enter into a security agreement under the law of the export country and to undertake the required registration. The purchaser is obligated to cooperate with the seller in submitting the declarations and actions for creating an effective security agreement for the products delivered by the seller. If the buyer falls into arrears in making payments to the seller, the seller is authorized without effecting rescission of the contract to personally take possession of the delivered products and store them separately or away from the purchaser’s premises.
    1. The liability statement of the seller is limited to gross negligence and intentional acts. In addition we are only liable under the German Product Liability Act (ProdHaftG) for reason of injury to the life, body or health of a person or for the reason of a culpable breach of major contractual obligations i.e. a breach of the obligation with which compliance is required in order to make due performance of the contract initially possible and with which the contracting partner can usually expect compliance. For negligent breaches of primary contractual duties, so-called cardinal duties, the seller is liable only in so far as the damages are foreseeable and typically associated with the contract unless the customer alerted it to the risk of the occurrence of an unusual loss. The seller otherwise has no liability for breaches of nonessential contractual obligations through simple negligence.
    2. The purchaser is responsible for promptly checking the products delivered by the seller for defects, quantity and quality and to immediately report to the seller any defects and deviations in quantity or quality from the order confirmation in such a manner that the seller is able to identify the defects or deviations in quantity or quality to satisfy its obligation to cure.
      For breach of the delivery commitments and the product specifications of goods delivered by the seller, the seller shall have a right with respect to the buyer to cure within a reasonable time. This right may be satisfied through replacement or repair and is limited to two repair attempts.
      The customer claims for breach of our delivery commitment, failure to meet the specifications, material defects of title lapse after the expiration of a period of one year. Without obtaining our prior written consent, the purchaser is not authorized to repair the supplied item himself, even in urgent cases. Measures of subsequent performance, e.g. the supply of a non-defective item or the remedying of a defect, do not mean that the limitation period will start anew but merely suspend for the duration of such subsequent performance the limitation period applicable to the original supply item.
    3. The purchaser is responsible for maintaining the products delivered by the seller and protecting them from unsuitable environmental influences (e.g. chemical reactions). A breach by the seller is excluded for wear and tear under normal use, particularly in the case of instruments that are sterilized with steam or chemical baths. The seller expressly refers to the risk of wear and tear for the above mentioned instruments.
    4. Claims for resulting damages are ruled out if our products are not used for the intended purpose of if, in particular, statutory or public-authority regulations or our instructions are not complied with or if changes of a kind not permitted are made to the products are not treated properly or are used improperly contrary to the contractually agreed purpose.
    5. The purchaser shall hold us harmless in relation to claims of third parties, provided that there is no evidence excluding the possibility that the loss was caused by medical malpractice or an error of another kind.
    1. The seller is liable according above article for defects of title of the products which he supplies to the purchaser. The purchaser is obligated to immediate inform the seller of the defects of title which arise ( e.g. trademark. Patent or copyright infringements) and, if requested, to cooperate at the cost of the seller in legal defense chosen by the seller.
    2. If the seller manufactures the respective product in accordance with the guidelines, sketches, plans, drawings and samples of the purchaser, the purchaser is liable for defects of title with respect to the seller. The purchaser is obligated in such case to indemnify and hold the seller harmless from all recourse by third parties arising from liability, damages and costs of any kind. The legal defense is the responsibility of the purchaser in such case.
    1. The contract shall be adjusted if unforeseen events lead to a major change in the business significance or content of the supplies or services or have a major effect on our operations. If such adjustment is not economically feasible, we have the right to rescind the contract.
    1. The making of a warranty statement by the seller requires a special, separate writing and must be made separately from the order confirmation.
    2. A warranty statement is only effective if it is personally signed by the president.
    3. The schedule of duties, specifications and descriptions of deliverables in the order confirmation contain no warranty statements. The acceptance of implied warranties and warranty statements is excluded between the seller and the purchaser.
    1. The seller is authorized to store data of the purchaser which it obtains from the business relationship with the purchaser and to process it in the contracted manner to the extend the purchaser has power of disposal over such data.
    1. Place of performance and judicial venue is invariably 78579 Neuhausen ob Eck, Germany. Only German jurisdiction is applicable to all parties concerned, Place of jurisdiction for both parties is 78532 Tuttlingen, Germany.
    2. For the general terms of delivery and trade and all legal relations between the contracting parties, the law of the Federal Republic of Germany applies with exclusion of the UN Convention on Contracts for the International Sale of goods.

These general terms of sale and payment are effective since April 1988.