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General Terms and Conditions of Business
MediTECH Electronic GmbH – General Terms and Conditions of Business
"hereinafter referred to as GTC"
§ 1 General Provisions
(1) Contracting party in the sense of the following General Terms and Conditions shall be the party which enters a business transaction with us.
(2) The following General Terms and Conditions shall apply for us and our contracting party both for the case that we act in the capacity of principal and for the case that we act in the capacity of agent.
(3) Each contract conclusion shall materialise exclusively on the following General Terms and Conditions; other conditions shall not become subject of the contract even if we do not explicitly object to them.
(4) The contractual relationship of the parties shall base exclusively on the law of the Federal Republic of Germany. The uniform Laws of Purchase of the Hague Convention of 1954 shall not apply.
(5) Our offers shall be non-binding and without obligation. If we send order acknowledgements or letters of confirmation they shall be authoritative/decisive for the (subject terms of the) contract.
(6) Illustrations, drawings, size and weight specifications, descriptions etc. in offers, price lists and other documents are compiled or acquired as best as possible. If they are not explicitly specified as binding, we reserve the right to perform negligible/little modifications/deviations // they may subject to minimal deviations. Furthermore we reserve the right of ownership and copyright for cost estimates, drawings and other documents. They shall not be made accessible to third persons without our explicit permission.
(7) With publication/appearance of the latest version of one of our prints/documents or the publication of new offers respectively, all preceding/previous offers and prices shall loose their validity/become invalid.
(8) Orders using the internet shall primarily subject to our online terms and conditions which are available in the latest valid/applicable version on www.ctg.meditech.de .
§ 2 Delivery Time
(1) Events of force majeure like a legal labour dispute in our or other firms/enterprises of which we are dependent concerning the supply with material/goods, furthermore war etc. shall constitute our right to delay the performance/fulfilment of the contract. In these cases claims for damages shall be excluded.
(2) In the event of an illegal industrial action a liability shall only be established in cases of/for gross negligence.
§ 3 Terms of Payment
(1) If nothing else has been explicitly agreed upon in writing the value of deliveries executed by us shall be collected cash on delivery in Euro (€). For postage and packaging a lump sum (incl. VAT) exclusive of the respective fee for cash on delivery shall be collected. From a goods value of 200.00 € the delivery of all internet orders within shall be free of postage within Germany. For all other shipments we shall collect total shipment cost of 6.90 Euro within Germany and actual costs internationally based on www.ups.com.
(2) If we execute deliveries on open account, payments shall be due within 10 days of the invoice date. Payments shall be made Net without discount or other deductions.
(3) If a specific date of payment is determined in the letter of confirmation and/or the invoice and the date is not kept, the consequences of default shall take effect without the need of a prior reminder.
(4) In case of default we shall be entitled to claim default interest at the rate of 5% p.a. above the respective base interest rate, for legal transactions exclusively with entrepreneurs, 8% p.a. above the respective base interest rate.
§ 4 Reservation of Ownership
(1) The seller reserves ownership of the goods until full payment of all receivables of the business relationship between seller and buyer including future receivables arising from simultaneously or later concluded contracts. This shall even apply if individual or all receivables of the seller were added to a running account and the balance of this account has been accepted.
(2) The purchaser shall only be permitted to resell the reserved goods in the ordinary course of business if it hereby assigns to the seller already now all receivables, which accrue to it against customers or third persons from reselling. If reserved goods will be processed or if it will be sold after processing in connection with goods which are exclusively owned by the purchaser, the purchaser shall already now assign the receivables in full which accrue to it from reselling. If reserved goods – after processing/connection – will be resold by the purchaser together with goods not owned by him, the buyer shall assign already now before the rest(Position) the receivables accruing to it from the reselling in the amount of the value of the reserved goods including all ancillary rights and RANG. The seller accepts the assignment. Following the assignment the purchaser shall be entitled to collect these receivables. The entitlement of the seller to collect the receivables on his own shall not be affected by this; yet/however the seller shall be obliged not to collect the receivables as long as the purchaser regularly meets his payment and other obligations. The seller shall be able to demand that the purchaser notifies to us of all assigned receivables and their debtors, makes all specifications required for the collection, hands over all corresponding documents and informs/notifies the debtors of the assignment.
(3) Without thereby imposing any obligations on it, the seller shall carry out/undertake possible processing or refashioning of the reserved goods. In case of inseparable connection, mingling or processing of the reserved goods with other goods not belonging to the seller, the seller shall acquire co-ownership of the new thing in the ratio of the value of the reserved goods to the value of the other processed goods at the time of processing, connection or mingling. If the purchaser acquires the sole proprietorship of the new thing the contracting parties shall agree that the purchaser grants the seller co-ownership of the new thing in the ratio of the value of the processed, connected or mingled reserved goods (to the total value of the good) and guarantees storage for the seller free of charge.
(4) Without restriction we shall be entitled to demand delivery of the goods, revocation of the mandate as well as enforcement of the receivable of third persons in particular, if on the part of the contracting party
(a) a protest on a cheque or bill on exchange will be notified,
(b) an application for insolvency proceedings will be filed/made,
(c) the agreed date of payment will be exceeded by 14 days,
(d) other contractual provisions will not be observed.
(5) At any time independent of possible disputes we shall be entitled to demand information, inspect the business documents or create photocopies from the contracting party as far as this is required to establish the rights named above.
(6) In case of over security and on demand of the contacting party we shall abandon the agreed reservation of ownership in a reasonable/appropriate scope and declare the release of the goods/articles.
§ 5 Warranty
(1) Notifications of defects, which refer to obvious defects of the delivered item, have to be asserted in writing in the non-commercial trade within two weeks after receipt of the goods.
(2) Subject to the precedingly specified term for notification of obvious defects, the warranty term for construction manuals, kits and self-manufactured devices/devices of internal production shall be 24 months.
(3) In case of defects concerning component parts or devices, which we purchase from preliminary suppliers, we shall not be liable until the contracting party proves the out of court attempt to achieve settlement of its claims against the preliminary supplier. As far as required for this purpose we shall assign it/the contracting party our receivables.
(4) Our warranty claims are initially limited to the right of rectification of defects or compensation delivery. In case of failure of the rectification of defects or compensation delivery the contracting party shall be entitled to claim mitigation of payment or cancellation of the contract.
(5) For installations it is necessary to observe the security and VDE-regulations. We shall not assume warranty for failures which arise due to inappropriate treatment, incorrect use, faulty connection and insufficient or faulty installation of the periphery (e.g. antenna, monitor, printer, etc.).
§ 6 Liability
(1) Our liability shall be limited to intent and gross negligence.
(2) Our liability for default and impossibility and for consequential harm caused by defect shall be limited to the half of the respective net value or the half of the account amount.
(3) We shall only be liable for incorrect information as far as a consultation which has been expressly agreed upon preceded the conclusion of the contract.
(4) In case of purchasing send-only devices and receivers, oscillators, remote control devices, two-way radios etc. we assume the knowledge of postal authorisation regulations. We shall not be obliged to expressively inform in this regard.
§ 7 Rescission
(1) We shall be entitled to recede from the contract
(a) if, due to force majeure we are not able to execute the delivery of the purchased product.
(b) if the contracting party exceeds the date of payment by more than 14 days and the set respite is not observed either/elapses the set respite.
(c) if the contracting party has made incorrect statements concerning its creditworthiness.
(2) The contracting party shall be entitled to recede from the contract
(a) if we make the execution of the delivery impossible by acting intently or grossly negligent.
(b) if we do not keep the delivery time extended by a reasonable respite.
§ 8 Shipping
(1) The shipping will be executed in general by parcel service (UPS) or by post (foreign countries). Dependent on the size and weight of the good we reserve the right to use other ways of shipping like private parcel services, forwarding agencies, airfreight or rail freight. The suitable way of shipping shall be selected/chosen by us.
(2) Within the area of the Federal Republic of Germany we shall bear the complete risk for damages or loss of goods during transport. For this service we charge an amount of 0.85% of the invoice value.
(3) For the case that goods delivered by us subject to import or export restrictions our duty of care shall be limited to labelling the goods as embargo goods. Further necessary measures shall be incumbent on the contracting party. Up to a value of goods of € 500.00 no movement certificate EUR 1 or form EUR 2 for the preferential movement of goods can be issued.
(4) Externally recognisable damages of the delivery have to be noted by the deliverer of the consignment (railway, post, forwarding agency) on the consignment note or have to be certified in writing in another appropriate way.
(5) In case of externally unrecognisable damages, defects or weight reduction of the content which first become apparent during unpacking, the unpacking has to be stopped immediately. The damage has to be reclaimed from the transport company which shall be asked/demanded to record the facts of the case and the estimation of the damage. Specifically
(a) for the post (post office): at the date of delivery,
(b) for the railway (delivery of goods, express service): within 7 days,
(c) for forwarding agents and carters: within 4 days after delivery of good.
(6) In all cases the representative of the transport company shall leave the goods and packing in the condition in which it was at the time of discovering the damage. The culpable breach of this secondary obligation can lead to damage claims due to default in performance of contract.
§ 9 Repairs
(1) We shall provide written cost estimates for repair orders for the case that the repair costs exceed an amount of 50 Euro. If the estimated repair costs are below this amount we assume agreement and undertake the repairs immediately.
(2) We reserve the right to assume agreement to the repair within a term of four weeks upon entry of the repair order and undertake the repairs as well as rejection/turning-down of repair orders if, from our point of view, the undertaking would be economically and/or technically unjustifiable. A repair order acknowledgement consequentially shall not establish the legal claim for performance of the repair order.
§ 10 Return Consignments
(1) If the concerned article is in good order and condition and in the original packing, return consignments of private customers which do not include warranty claims can be carried out/undertook within 14 days after the receipt of the good. As far as possible the reason for the return shall be enclosed in the return consignment in writing.
(2) The exchange of specialists magazines, books, construction manuals, other literature, software, CDs, record player systems and needles, batteries, individual components as well as construction kits and parts which have been already processed or built in, as well as special orders shall be excluded.
(3) Return consignments of goods from commercial/industrial customers, companies or institutions shall exclusively be redeemed with our preceding written agreement. The credit for the redeemed goods subjects to a deduction for service costs/charge of at least 10% (of the value of goods) as far as nothing else has been explicitly agreed upon (in writing).
(4) In case of return consignments the contracting party shall bear the costs and risks of transport. Transportkosten und das Transportrisiko bei Rücksendung hat der Vertragspartner zu tragen.
§ 12 Setting Off
The contracting party may only set off our claims from deliveries or advertisements which base on these General Terms and Conditions with counterclaims which are undisputed or have been upheld by a final and non-appealable court judgement.
§ 13 Data Protection
According to section 26 of the German Data Protection Act (Bundesdatenschutzgesetz) we point out that we save data communicated to us by our contracting party using EDP.
§ 14 Place of Jurisdiction
As far as the contracting party is registered merchant, legal person under public law, separate estate under public law or has its registered office or residence outside the Federal Republic of Germany, Hannover shall be the exclusive place of jurisdiction for all disputes concerning the contract or arising from the privities of contract/contractual relationship.
§ 15 Limited Inefficacy Clause/Concluding Provisions
Should individual agreements of the contract or of these General Terms and Conditions be or become partly or completely invalid or infeasible, this shall not affect the validity of the other contract provisions. The same shall apply if a loophole of these General Terms and Conditions becomes visible. Instead of the invalid or infeasible agreements or for filling the loophole the contracting parties shall commit themselves to find an appropriate provision which as far as legally possible approaches/comes nearest to what the contracting parties wanted or would have wanted according to the sense and purpose of this agreement, required that they did not know the invalidity or infeasibility of the concerned agreement while concluding the contract.
Date: January 2007
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