1.1 The General Terms and Conditions of Sale of Resuscitec (the "Contractor") shall apply to companies within the meaning of Section 310 (1) of the German Civil Code (BGB), exclusively. The Contractor does not accept any conflicting or deviating terms and conditions of the contracting party (the "Customer"), unless it has expressly agreed to them. Orders and all related declarations shall only be binding in written form.
1.2 These General Terms and Conditions of Sale shall also apply if the Contractor carries out delivery to the Customer without reservation in knowledge of conflicting or deviating conditions of the Customer.
1.3 They shall also apply to future business relations, even if they are not expressly agreed again.
2. Offer and acceptance
2.1 Where are written order qualities as an offer within the meaning of Sections 145 ff. of the German Civil Code (BGB), the Contractor may accept it within two (2) weeks.
2.2 If a significant deterioration in the financial position and/or liquidity of the Customer occurs after conclusion of the contract or if such circumstances that already exist at the time that the contract is concluded only become known subsequently, the Contractor may withdraw from the contract, if the Customer is not prepared to provide security or make an advance payment, despite being requested to do so matching payment with delivery.
The Customer undertakes to maintain confidentiality with regard to all business, operational and technical matters of the Contractor that the Customer becomes aware of or which become known to it in connection with the delivery, even after the end of the contractual relationship, as long as and to the extent that such information has not otherwise become generally known or the Contractor has waived confidentiality in writing.
4.1 The prices in the Contractor's latest price list are subject to change and are net ex works (EXW). The VAT is invoiced separately to the Customer at the applicable statutory rate.
4.2 The Contractor's prices with a net order value of less than EUR 250.00 have a processing surcharge of EUR 15.00.
5. Delivery and transfer of risk
5.1 The information provided by the Contractor regarding periods and deadlines is non-binding, unless it has been agreed that time is of the essence or special other delivery and performance dates have been expressly agreed in writing. Periods and deadlines shall be deemed to have been fulfilled if the goods have been reported as ready for dispatch on the agreed date.
5.2 Delivery is ex works (EXW).
5.3 Any shipment of the goods shall be at the risk and expense of the Customer, even if the Contractor bears the shipping costs as an exception.
5.4 If the goods cannot be dispatched for reasons for which the Customer is responsible, the Contractor shall be entitled to store the goods at the Customer's risk and expense. In such cases, the date of storage shall be deemed the date of delivery; the warehouse warrant shall replace the shipping documents.
5.5 If the Customer is in default of acceptance, the Contractor shall be entitled to demand compensation for the resulting loss and any additional expenses.
6. Terms of payment
6.1 The purchase price shall be due for payment in EUR (net) within thirty (30) days of the invoice date.
6.2 Any cash discount may only be deduced in accordance with the relevant information on the invoice. Payment for a cash discount shall be deemed to have been made on the day the money is received by the Contractor or on the day it is credited to one of its bank accounts.
6.3 Payments may only be withheld to offset counterclaims by the Customer if such counterclaims are undisputed or have been legally established.
7. Retention of title
7.1 The goods remain the property of the Contractor until all claims it has against the Customer have been fulfilled.
7.2 The Customer shall take all measures to register the reservation of title, insofar as this is necessary under the regulations of foreign legal systems.
7.3 As long as title has not yet been transferred to the Customer, the Customer must treat the purchased goods with care and must insure them sufficiently at its own expense against loss, damage and destruction at replacement value. The Customer shall bear the costs of any necessary investments, e.g. for maintenance and inspection work.
7.4 If the goods delivered by the Contractor are resold as intended or transferred to third parties for another legal reason before the purchase price has been paid in full, the Customer hereby assigns to the Contractor all claims against its customers arising from the resale of the reserved goods, including all ancillary rights. In the event of processing, combining or mixing in accordance with the intended purpose, the assignment shall be made at the amount of the invoice value of the Contractor's goods that are used for this purpose.
7.5 If the value of existing securities in favour of the contractor exceeds the secured claim by more than ten (10) percent in total, the Contractor undertakes to release securities of its choosing, to this extent, at the Customer's request.
7.6 At the Contractor's request, the Customer must, as soon as it is in default, notify its debtor of the assignment and provide the Contractor with the information required to collect the claim and must hand over the necessary documents. Unless otherwise stipulated by the Contractor, the Customer shall be entitled and obliged to collect the equivalent value of the resold goods, which shall become the property of the Contractor immediately, and to keep it on the Contractor's behalf, separated from other funds.
7.7 In case of doubt, title shall continue to be retained until the Customer proves in each individual case that the goods have been paid for in full. In the event that the goods subject to the Contractor's retention of title are claimed by third parties, e.g. by attachment, or if third parties assert claims to the claim assigned to the Contractor, the Customer must inform the Contractor immediately and must notify the third party of the retention of title or the assignment.
8. Return conditions (outside warranty)
8.1 The express written consent of the Contractor is required for goods to be taken back. The value to be refunded on return of goods depends on the age, condition and resalability of the goods.
8.2 Products which are expressly ordered in special packaging or which do not fall within the Contractor's standard product range are generally excluded from being taken back.
8.3 The Customer shall bear the risks of and costs for the transport of returned goods.
8.4 Other provisions regarding returns can be found in the Contractor's currently valid returns policy.
9. Warranty and liability
9.1 Obvious defects in the purchased goods must be reported in writing within seven (7) days of receipt of the goods; hidden defects must be reported seven (7) days of their discovery. Any obvious damage to the goods which is already apparent on receipt must be reported immediately to the forwarding agent or carrier.
9.2 Provided that there is a defect in the purchased item, the Contractor may initially, at its discretion, either repair or replace the item. If supplementary performance fails, the Customer shall be entitled to demand withdrawal or a reduction in price, at its discretion.
9.3 Warranty claims due to defects in the goods shall expire by limitation twelve (12) months after delivery of the goods to the Customer (EXW).
9.4 The liability of the Contractor, its legal representatives and agents shall be limited to intent and gross negligence, except in the event of a breach of essential contractual obligations. This does not apply to claims by the Customer in the event of injury to life, body or health, or to claims under the German Product Liability Act (ProdHG) and Medicinal Products Act (AMG) that cannot be limited. Otherwise, liability for financial loss is limited to the loss typically foreseeable for the contract.
10. Final provisions
10.1 Performance of the contract is subject to there being no obstacles to performance under national or international regulations, in particular under export control regulations and embargoes or other sanctions. The parties undertake to provide all information and documents required for the export/transfer/import. Delays due to export checks or authorisation processes shall suspend deadlines and delivery times to the same extent. If required authorisations are not granted, the contract shall be deemed invalid with regard to the parts concerned.
10.2 The contractual relationship shall be subject to the law of the Federal Republic of Germany, including the UN Convention on Contracts for the International Sale of Goods (CISG).
10.3 Customary commercial clauses shall be interpreted in accordance with Incoterms using the version of Incoterms valid at the time of conclusion of the contract.
10.4 For all disputes arising from or in connection with this contract, the parties agree that the district or regional court responsible for Freiburg i.Br. shall have exclusive jurisdiction. However, the Contractor shall also be entitled to sue the Client at the place of jurisdiction of its place of business in accordance with the law applicable at that place.
Version dated: January 2020