MedTec & Science GmbH: Terms and Conditions
Valid at: 01 / 01 / 2003
I. General Terms
- These General Terms apply to all present and future business transactions between Müller & Sebastiani Elektronik GmbH and the contractual partner. We explicitly disagree to any changes, contradictions and/or additions to the General Terms by the contractual partner. These are not contractually even in the case of order acceptance.
- Model alterations are permitted if they are caused by technical development or if the function of the subject of the contract will not be modified essentially through this.
- Verbal subsidiary agreements, warranties of features and any other alteration of the contract must be in written form in order to be valid. This also applies to the waiver of written form.
- Partial deliveries are allowed as far as they can be reasonably imposed on the customer.
- The customer has to take care of all customs and other formalities for deliveries abroad.
II. Prices and Terms of Payment
- The prices are calculated ex our business location, they do not include packing and freight, the current rate of VAT is added. The invoices are due on 30 days net from date of invoice.
- Payments have to be effected franco payment bank of the supplier.
- The purchaser may only set off such claims which have been found incontestable or final.
- If a debt due has not been met after 30 days from date of invoice we are entitled to invoice interest at 2% over the bank rate of the German Central Bank and to open legal dunning proceedings at the same time.
- In case of new customers we reserve the right of cash-on-delivery or advance payment.
III. Retention of Ownership
- We retain ownership of the supplied goods until all claims which have accrued to us from the present business have been met.
- As long as the ownership is retained the purchaser is not permitted to pledge or to assign the goods. Resale is only permitted for re-sellers in regular business operations and provided that the re-seller receives the payment from his customer or has reservation that the goods will not become property of the customer until he has met all liabilities.
- In case of distraints, confiscation or other third-party disposals or interventions the purchaser has to inform the supplier immediately.
- If the customer acts in breach of the contract, particularly if the customer defaults on payment, the supplier is entitled to cancel the contract and to reclaim possession of the goods after an adequate effectless deadline for the purchaser. The legal regulations to the dispensability of an appointment of a date are not affected by this clause. The purchaser is obliged to return the goods.
IV. Delivery Dates and Delay
- Delivery dates are met as possible provided that all necessary documents and information are provided by the purchaser in time and the purchaser keeps the agreed terms of payment and other debts.
- If delivery dates cannot be met due to force majeure or other circumstances beyond our control, e.g. mobilisation, war, revolt, labour disputes, the agreed delivery periods shall be prolonged accordingly.
- On demand of the supplier, the purchaser is obliged to declare within an adequate time limit if he wants to cancel the contract due to the delivery delay or not.
V. Transfer of Risk
- For the shipping of the goods we can choose the means of conveyance and the dispatch excluding any liability. The exclusion does not apply in case of gross negligence.
- At the handover of the goods to a forwarder or a carrier, at the latest, however, when leaving our warehouse or shipping works, the risk passes to the purchaser.
- Transport insurance shall only be concluded at the order and cost of the purchaser.
- The purchaser is committed to the acceptance of the goods if there are no significant failings.
VII. Warranty and Liability
- Notifications of defect must be claimed in written form within eight days on our receipt after acceptance of the goods at the destination. This applies in business dealings with a non-trader only if there are evident failures.
- If, within the limitation period and regardless of the operating time, a material defect is detected and the reason for this defect already existed at the moment of the passing of the risk, we may remedy the defect free of charge or supply a faultless article.
- Further claims, especially claims for damage compensation are excluded independent of the legal ground. This does not apply for gross negligence or for the absence of warranties of features.
- Warranties are subject to a limitation period of twelve months after acceptance of the goods.
- We are not liable for damages which are due to the following: improper or faulty use, natural wear, incorrect installation or starting by the purchaser or other party, incorrect or careless handling or incorrect equipment. In addition, we are not liable for damages resulting from placing the delivery item in rooms with structural defects or in rooms in which the delivery item is exposed to chemical, electrochemical or electrical influences or to polluted air.
- We do not accept any liability for improper repair by the purchaser or other party. This also applies to any modification of the delivery item without prior agreement.
VIII. Place of Jurisdiction, Applicable Law
- Place of jurisdiction for all direct or indirect disputes caused by the contractual relationship is the location of the supplier in case the purchaser is a trader. We are also entitled to sue at the court competent for the purchaser.
- The German substantive law applies to all legal relations between us and the purchaser, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
IX. Final Clause
- All data concerning the business relationship is registered by data processing.
- Should any clause in the contract between Müller & Sebastiani Elektronik GmbH and the Customer, including these General Terms be, or become, partly or totally invalid, the validity of the remaining terms shall be unaffected. The partly or totally invalid rules shall be deemed to be replaced by valid rules having the closest possible commercial effect.
- Besides the supplemental regulations of the ZVEI, 2002 January are valid.