General Terms and Conditions of Business Transactions, Sales, Delivery and Payment
1. Quotation and Orders
The following General terms and Conditions of Business Transactions, Sales, Delivery and Payment shall govern all orders placed with our company. Deviating terms of the purchaser shall apply only if they are accepted by us in writing. Quotations shall be subject to changes in accordance with the rate of availability in our company.
2. Terms of Delivery
(1) The periods of delivery specified on the confirmation of order are non-binding. The invocation of rights based on noncompliance with delivery schedules and deadlines shall require the setting of an adequate subsequent deadline of a minimum of 21 days by the purchaser.
(2) Deliveries (also partial deliveries) shall be done from our warehouse in Lüneburg. The risk of accidental loss or accidental damage of commodities shall be deemed transferred to the purchaser upon the provision or dispatch of consignment.
(3) In case of incidents of Force Majeure like strikes, shortage of raw materials, operative disruptions without personal culpability, war or the like, incidents for which we do not bear any responsibility, we shall have the right to suspend in part or in full, the execution of the orders until the elimination of such disruptions without the purchaser having any claim to compensation. There shall also be no right to withdrawal from the agreement in such cases.
(4) Replacement or the issuance of credit notes shall be at our discretion and done only upon our consent. The prerequisite shall be that the affected commodity is still packaged in its original form with all the necessary attached documents included. Moreover, the prerequisite for sending us the commodity is that it is sent in accordance to the notes of the relevant manual and our transport notes (type of packaging, cooling etc.). The return of specially produced commodities is basically ruled out.
(5) Delivered goods that are returned or replaced two months after the date of invoice shall be subjected to 10% administrative and processing costs. Commodities that are returned 4 months after the date of invoice shall be subjected to 30% administrative and processing costs. Commodities that are older than 8 months will no longer be accepted for credit note or replacement.
(6) In the event of a significant loss of assets by the purchaser, we shall have the right to make further deliveries only against advance payment and render all pending invoices due for immediate payment.
3. Terms of Payment
(1) The purchaser shall pay the prices specified on the price list as of the time of purchase, in addition to the statutory VAT, post and packaging. These prices are subject to such price increases as are necessitated by major price increases on the goods of our supplier at the time of supply. In such case, the prices applicable at the time of shipment shall apply.
(2) Invoices issued by us shall be due for immediate payment upon the receipt of invoice. The purchasing price that is due for payment shall be subject to interests if not paid within 30 days of the receipt of the invoice. Payment default shall require no additional reminder pursuant to § 286 subsection 3 of the Civil Code.
(3) In case of payment within 10 days of invoicing, a cash discount of 2% of the invoice will be granted for remittances and 3% for authorized direct debiting of bank account. In case of the delivery of commodities through pay-on-delivery, a cash discount of 2% will also be granted.
(4) Incidental fees for the revocation of direct debiting of bank account shall be at the expense of the purchaser and shall be invoiced accordingly.
4. Reservation of Ownership Rights
(1) Commodities shall be delivered on the condition of the reservation of ownership rights. They shall remain our property until full payment and compliance with all contractual obligations by the purchaser. The reservation of ownership rights shall cover all claims derived from the business relations (extended reservation of ownership rights).
(2) The purchaser shall have the right to process or join the conditional commodity with other goods within the scope of customary business transactions. In this case, we shall acquire co-ownership rights to the new commodity in the proportion of the value of the conditional commodity and the joined or newly produced commodity. Our customer shall already now cede such claims to us as are due to it from customers or sponsors, in the proportion of co-ownership.
(3) The purchaser shall remain empowered to collect receivables even though this shall be without prejudice to our own right of collecting such receivables directly. We shall not invoke these rights as long as the purchase lives up to its contractual obligations as derived from the business relations. Upon the cessation of payment, filing of motion or opening of insolvency proceedings, the right to further alienation, usage or installation of the conditional commodity as well as authorization for the collection of ceded receivables shall be null and void.
(4) The purchaser is obligated to inform us without delay, of such agreements with third parties as militate against the transfer of receivables. In the event of further selling, the commodity delivered on the condition of the reservation of ownership rights, the purchaser shall remain prohibited from reaching any such agreement with the third party as would render the purchasing price that is due to the purchaser from such sales impossible to cede or possible to cede only with the consent of the third party.
(5) The purchaser shall bear all such expenses as are incurred by us in the aftermath of re-acquiring possession of the property that was sold conditionally. Should we exercise our right to the release of the delivered commodity, we shall have the right to make the best possible use through sales, of the commodity that has been re-possessed, without prejudice to this payment obligation of the purchaser.
(1) Should the commodity delivered by us contain material defects, we shall assume warranty in accordance with statutory provisions. The period of limitation for these claims terminates within one year. All forms of warranty shall, however, be ruled out if – after handover to the purchaser – such changes are made by the purchaser or any other third party on the commodity or it is combined with products from other manufacturers, as are in breach of the state of the art, installation instructions or attached manuals of the seller.
(2) The purchase order alone shall be determinant to the stipulation of the quality structure of the commodity. The suitability of the commodity for the designated purposes particularly with respect to the healthcare of the patient shall not be an object of the quality structure of the commodity. Commercially customary or minor, technically unavoidable deviations shall not constitute defect. All forms of warranty shall become null and void upon the modification of the commodity in excess of installation in accordance with the state of the art and our attached manuals or if same are disregarded or if the commodity is combined with products from other manufacturers. Accordingly, such damages shall be excluded from warranty as are attributable wrong application, neglect of maintenance and non-observance of attached product information.
(3) Our warranty obligation shall apply only if obvious defects are reported in writing and without delay, latest 8 days of the receipt of the commodity with the return of the commodity and the relevant attached documents. Ambiguities shall be at the expense of the purchaser.
(4) The scope of warranty shall cover only the manufactured commodity not the expended working hours of the purchaser or the processed commodity of a third party.
(5) The product information sheets attached to the goods shall be taken note by the purchaser. The purchaser shall relieve the seller of every responsibility for damages caused by third parties in the aftermath of non-compliance with or negligence of the product information sheets.
6. Promise of Guarantee
(1) Upon placement of order for the goods using the Orthosis Configurator on our website www.orthosis-configurator.com, we grant the purchaser the subsequent guaranty, in consideration of and compliance with the warranty rules described under point 5. We assume full responsibility for the fracture of system joints or articulated system side bars within 10 years from the date of invoice. Articulated side bars for knee orthoses are excluded hereof. The guarantee does not apply for customers based in the United States of America and Canada. All forms of guaranty entitlement shall become null and void in case of multiple usages of the system joints and articulated system side bars.
(2) Moreover, the prerequisite for guarantee shall be the sending of the article list, which can be printed after the processing of the program in the orthosis configurator. The article list must be sent to us along with the purchase order. Upon receipt of the commodity and production of the orthosis by the purchaser, it shall send us a digital photo of the side view of the complete orthosis. The extended guarantee shall effectively apply only upon compliance with the 3 prerequisites (usage of the orthosis configurator, sending the article list and sending a digital photo of the orthosis quoting the process number).
(3) The scope of guarantee shall cover only the manufactured commodity not the expended working hours of the purchaser or the processed commodity of a third party.
7. Exclusion of Liability
The warranty entitlements of the purchaser shall be ruled out upon the availability of slight negligence.
8. Place of Fulfillment and Place of Jurisdiction
Place of fulfillment and legal venue for all disputes emanating from the concluded agreement shall be the business domicile of FIOR & GENTZ Gesellschaft für Entwicklung und Vertrieb von orthopädietechnischen Systemen mbH or its legal successor. All legal relations shall be subject to the German Civil and Commercial Law with the exclusion of the regulations of the UN purchase law (CISG).
9. Severability Clause
Should individual terms and conditions of business transactions be invalid, it shall be without prejudice to the remaining provisions. An invalid provision shall be replaced by such valid regulation, as the parties would have agreed if they were aware of the invalidity of the provision upon the conclusion of contract.