General sales conditions
of Salewski Medizintechnik GmbH
1. Scope
(1) These terms and conditions apply to entrepreneurs, legal entities under public law or special funds under public law (hereinafter: customer).
(2) Our deliveries, services and offers are made exclusively on the basis of these sales and delivery conditions. These also apply to all future transactions with the customer, provided that they involve legal transactions of the same or related nature.
(3) The customer's terms and conditions of business or purchase are hereby contradicted. This applies to all types of businesses. Accordingly, the business partner's sales conditions are also contradicted.
2. Offer and conclusion of contract
(1) Our offers are subject to change and non-binding, unless we have expressly described them as binding.
(2) We can accept an order from the customer that qualifies as an offer to conclude a contract within two weeks by sending a written confirmation or by carrying out the contractual service within the same period.
(3) Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.
3. Delivery
(1) Our delivery obligations are subject to correct and timely self-delivery, unless we are responsible for incorrect or delayed self-delivery.
(2) We are only entitled to make partial deliveries and partial services if these are of interest to the customer in accordance with the purpose of the contract and the customer does not incur any significant additional costs as a result.
(3) Information on delivery times is approximate, unless otherwise agreed with the customer. Delivery periods begin only after full clarification of all execution details and require the timely and proper fulfilment of the customer's obligations.
(4) If the customer defaults on retrieving, accepting or collecting the goods, we are entitled to claim compensation for the damage we have suffered; upon the occurrence of a delay in acceptance, the risk of accidental deterioration and accidental loss passes to the customer.
(5) Further legal claims and rights of the customer due to a delay in delivery remain unaffected.
4. Prices and Payment
(1) Our prices are ex works or warehouse plus freight and the applicable sales tax. Unless otherwise agreed, the prices of the price list valid at the time of conclusion of the contract apply.
(2) If duties or other external costs included in the agreed price change later than four months after the conclusion of the contract, or if they are new, Medizintechnik Promedt is entitled to make price changes to the corresponding extent.
(3) We charge for the usual packaging for transport/shipping at our own cost, unless otherwise agreed with the customer.
(4) Our invoices are due for payment immediately and without deduction. The client is in default no later than 10 days after the due date and receipt of the invoice or receipt of the service.
(5) The customer can set off against our claims only with undisputed claims recognized by us and legally established by us or with claims that are reciprocal with our claim. The customer is only authorized to exercise a right of withholding if his counterclaim is based on the same contractual relationship.
(6) If the customer defaults on payment, the legal regulations apply.
5. Transfer of risk upon shipment
(1) If the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods is transferred to the customer upon dispatch to the customer, at the latest when they leave the factory/warehouse. This applies regardless of who bears the freight costs.
(2) If shipping is delayed at the customer's request, the risk is transferred to him upon notification of readiness for delivery.
6. Retention of title
(1) Until the final payment of all claims arising and arising on the basis of the business relationship, the delivered goods remain our property (reserved goods). In the case of several claims or a current invoice, the retention of title is considered as security for the balance claim, even if individual deliveries of goods have already been paid.
(2) In the event of breach of contract by the customer, e.g. default in payment, we have the right, after setting a reasonable period of time, to take back the reserved goods. If we take back the reserved goods, this constitutes a withdrawal from the contract. We are entitled to recycle the reserved goods after taking them back. After deducting a reasonable amount for the disposal costs, the sale proceeds must be offset against the amounts owed to us by the customer.
(3) In the event of access by third parties to the reserved goods, in particular seizures, the customer will point out our ownership and notify us immediately so that we can enforce our property rights.
(4) The customer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or security transfers are prohibited. The customer hereby assigns to us in full the claims arising from resale or other legal basis (insurance, tort) with regard to the reserved goods. We revocably authorize the customer to collect the claims assigned to us for his account in his own name. The direct debit authorization expires if the customer does not properly meet his payment obligations, runs into payment difficulties, enforcement measures are taken against him or opens court insolvency proceedings against his assets or refuses to open their opening due to lack of property.
(5) Processing or transformation of the goods is always carried out for us as the manufacturer, but without obligation on our part. If the delivery items are processed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of the delivery items to the other processed items at the time of processing. If the delivery items are combined or inseparably mixed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of the delivery items to the other combined or mixed items. If, in the case of the combination or mixing, the customer's item is regarded as the main thing, it is agreed that the customer will transfer joint ownership of the new item to us on a pro rata basis. The customer stores the resulting joint ownership for us.
(6) We are obliged to release the securities to which we are entitled insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; we are responsible for selecting the securities to be released.
7. Guarantee
(1) In the event of a breach of a contractual obligation, the customer is entitled to the legal rights vis-à-vis us in accordance with the following regulations.
(2) The customer is only entitled to warranty claims if he has fulfilled his inspection and complaint obligations in accordance with Section 377 HGB.
(3) In the event of a justified and timely complaint, the customer is entitled to subsequent performance during the warranty period; with regard to the type of subsequent performance — removal of the defect or delivery of a defect-free item — we have the right to choose. If the subsequent performance fails or if further attempts at subsequent performance are unreasonable for the customer, the customer is entitled to reduce or withdraw from the contract.
(4) If the customer is claimed by his customer or a consumer due to a defect in the delivered goods that was already present at the time of transfer of risk or was complained about by a consumer as the end customer, the customer's legal recourse claims against us in accordance with Sections 478, 479 BGB remain unaffected.
(5) The customer can only assert claims for damages under the conditions set out in paragraph 8 due to a defect if the subsequent performance has failed or if we refuse to remedy the defect. The customer's right to assert further compensation claims under the conditions set out in Section 8 remains unaffected.
(6) Claims against us due to defects are only available to the customer and are not transferable.
(7) The limitation period for claims for defects is one year from the transfer of risk. This does not apply insofar as the Act prescribes longer periods in accordance with Sections 438 Paragraph 1 No. 2 (Buildings and Property for Buildings), 478, 479 (Supplier Recourse) and 634 a Paragraph 1 No. 2 BGB (Construction Defects) and in cases of injury to life, body or health, in the event of an intentional or grossly negligent breach of duty by us and in cases of fraudulent concealment of a defect.
8. Liability
We are only liable for any resulting damage insofar as these are based on a breach of an essential contractual obligation or on intentional or grossly negligent conduct on the part of us, our legal representatives or vicarious agents. If an essential contractual obligation is breached by slight negligence, our liability is limited to the foreseeable damage typical of the contract. An essential contractual obligation exists in the case of obligations whose fulfilment makes the proper execution of the contract possible in the first place or on whose compliance the customer relied and was allowed to rely.
Any further liability for damages is excluded. Liability for culpable injury to life, body or health in accordance with legal provisions remains unaffected. This also applies to mandatory liability under the Product Liability Act.
9. Place of Fulfilment/Jurisdiction/Applicable Law
(1) The place of performance for all delivery obligations on our part and for the other contractual obligations of both parties is 25436 Tornesch
(2) This contract and these terms and conditions as well as the entire legal relationship between the customer and us are subject to the laws of the Federal Republic of Germany, excluding all references to other legal systems and international contracts. The validity of UN sales law is excluded.
(3) For all disputes arising from this contractual relationship, 59557 Lippstadt is the place of jurisdiction. However, we are also entitled to sue the customer at his place of business.
Status: October 2024
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