1. Clash of contrasting general terms
The general terms and conditions of the purchaser or Buyer (subsequently the Buyer) are only binding insofar as they correspond with our conditions. Otherwise, legal regulations apply.
2. Prices and shipping costs
The prices apply from the manufacturer’s facility, excluding packaging, shipping, insurance, wiring, assembly, etc. For orders valued at less than 50 euros, a fixed processing fee of 25 euros will be incurred. We calculate packaging at the lowest possible rate. If a delivery time of more than four months is agreed upon between the contracting parties, or if this involves a continuing obligation, then the standard price for the goods or service at the time of delivery applies. The Buyer has the right to cancel the contract if the price increases substantially more than the general cost of living. In the event of a reduction in costs, the Buyer is entitled to a similar price reduction.
3. Design deviations
All documents, such as figures, drawings and declarations of weight belonging to the project are only approximately definitive, unless otherwise explicitly designated as binding. The Seller retains the right to make design changes.
4. Delivery time
Compliance with the delivery terms is conditional upon timely receipt of all the documents to be delivered by the Buyer, the necessary authorisations, releases, import licenses, the timely clarification and approval of the plans, compliance with the agreed upon terms of payment and other obligations. If these obligations are not met in a timely fashion, then the delivery time is extended. The delivery time is extended appropriately – four months at the longest – if unforeseen legal or factual obstacles prevent timely production. Such obstacles include in particular disruptions due to acts of God, import restrictions or limitations on international payments, a limited prohibition on new construction, or non-foreseeable delays in obtaining required official permits. If the Buyer wants to delay the shipment or the assembly, then the Seller can deduct 0.25 % of the invoice amount for warehousing charges and insurance for each new month of the delay.
5. Transfer of risk
The risk shall transfer to the Buyer as soon as the goods have left our facility, or that of our subcontractor. If the shipment is delayed at the request of or due to the behaviour of the Buyer, then the Seller may only be held responsible for intent and gross negligence.
6. Insurance claims
In the event of a loss, the Buyer can assign his claim for damages to us or a third party specified by us, if the goods have not yet been completely paid for.
Upon request, the assembly and commissioning of large, delivered equipment and instruments will be carried out by our expert personnel. An additional charge will be levied. Their travel time is considered to be work time. Assistants, who are necessary for the assembly of the devices, shall be made available to our fitters. Costs will be assumed by the Buyer. All building work and alterations needed in preparation for the assembly of the machines and instruments, including the costs for the electrical supply line up to the connection point on our instruments shall be at the Buyer’s expense, likewise the costs for the first lead and for any necessary connection lines between the individual instrument parts. Local and other official authorisations for the implementation and assembly of systems are to be supplied by the Buyer. The electrical supply must be carried out by a wiring firm authorised to do so by the respective electrical authority, because the execution of such wiring is legally forbidden for our assemblers.
8. Terms of payment
Payments become due within 30 days strictly net from invoice date and delivery, or within 10 days with a discount of 1%. Pay-ments in advance are discounted by 2%. Paymentconditions are subject to individual contracting.
We reserve the right to accept bills of exchange; these will be accepted as payment. Discount charges and other fees will be charged to the Buyer. Agreed upon interest payments change by the same amount that the discount rate changes upon agreement. If a contract contains substantial financial outlay for the Buyer or Seller, e.g. for material procurement, such that independent financing is unacceptable to the Buyer, then the Buyer is authorised to pay 1/3 of the net invoice amount upon ordering less 2 % discount. The acceptability limit is reached when the Buyer’s expenses exceed a total of 50,000 euros for the order. If it becomes known to the Seller after concluding the contract that the Buyer’s financial circumstances have deteriorated materially or threaten to deteriorate, so as to place the claim of payment at risk, the Seller shall have the right to render the performance incumbent upon him under concurrent payment by the Buyer.
9. Reservation of proprietary rights
The goods remain the property of PAUSCH Medical until payment is completed. With regard to business people, this reservation of property rights extends to the complete payment of all our active claims against the Buyer, even from previous deliveries (current account reservation). Any processing or modification of the delivered goods shall always be made for PAUSCH Medical as the manufacturer, but without obligation for us. The claims resulting from further sale or a further legal justification (insurance, unlawful act) with regard to the reserved goods, the Buyer shall assign now for reasons of security the whole of the debt owed to us
(§ 6). At the request of the Buyer, we shall release the security at our discretion, if the value exceeds that of our accounts receivable against the Buyer by more than 20 %.
10. Set off
Offsetting using disputed claims or claims not enforced by law is excluded.
If the Buyer finds himself in default, then the Seller can already withdraw from the contract if a suitable grace period has expired without results.
a) PAUSCH Medical assumes the warranty for all equipment and instruments produced and delivered by the same, subject to § 12 b, for one year calculated from the day of delivery, and that any defects verifiably caused by faulty construction or material defects, will be remedied free of charge, or new parts will be delivered. Upon failure of the subsequent improvement of replacement delivery, the Buyer can demand a reduction of the remuneration or cancellation of the contract according to his choice.
b) The warranty is limited for welded parts to 6 months after the assumption of risk.
c) Removed components, for which replacements have been provided, are the property of the Seller.
d) Should the Seller refuse the possibility of executing the work, which should be implemented for the purpose of fulfilling the warranty obligation, then the Seller is freed of any warranty obligation.
e) The Seller’s warranty expires if, without the Seller’s express agreement, alterations or repairs are carried out by the Buyer via third parties on the goods delivered; unless these were only investigations into the cause of the fault and thus to prove the presence of a fault at the time of the transfer of risk.
f) An extension or interruption of the warranty period is not allowed, in particular not if improvements, supplements or exchanges took place within this period. The provision of § 639, para. 2 of the BGB, limiting the time for testing for the presence of a fault or to remedy the defect, applies.
g) The specified service takes the place of the legal warranty and applies only for new construction and instruments. For used instruments, which PAUSCH Medical occasionally delivers on behalf of previous owners and which are designated as such, the company PAUSCH Medical GmbH assumes no guarantee. Repairs to deliveries are to be executed with due diligence. The company PAUSCH Medical GmbH assumes no guarantee.
h) Should the purchaser posses no knowledge, acquired through our in-house training, for the proper installation and operation of our ordered product, all warranty and guarantee rights, in conjunction with the installation and operation of our product, are then excluded. The customer is obliged to train the operator of our product. Evidence of the correct installation and training is to be provided.
13. Confidentiality agreement
The Buyer receives drawings and documents only on condition that they are not made available to third parties, in particular not to companies with which PAUSCH Medical is in competition.
14. Jurisdiction, Applicable Law
Erlangen is the place of jurisdiction for any legal disputes that may arise from this contract – from withdrawal, etc. – if the Buyer is a registered trader. The law of the Federal Republic of Germany applies.
Valid from: April 2017