Terms & conditions
General Terms and Conditions of Sale, Delivery and Purchase of cleanwells® RHABILITATION TECHNOLOGY
- 1 Scope of application
(1) Only the following terms and conditions of sale apply to all offers, orders and sales. Conflicting conditions or conditions of the purchaser that deviate from our terms and conditions of sale apply only if we expressly
agree to their validity in writing.
(2) These terms and conditions of Sale shall also apply to all future future business transactions with the purchaser, insofar as they are legal transactions of a related nature.
§ 2 Offer and conclusion of contract
(1) All offers are always subject to change and non-binding, unless expressly stated otherwise in the offer.
Technical and non-technical descriptions, performance specifications, illustrations, drawings as well as other performance data and information are only approximate, unless they are expressly designated as binding.
(2) Insofar as offers do not contain any information regarding the validity of the offer, the offer shall be valid for a period of 30 days from the date of issue.
3) Insofar as an order is to be regarded as an offer in accordance with § 145 BGB (German Civil Code), we may accept it within two weeks.
(4) For the acceptance, scope and execution of the delivery exclusively agreements made or confirmed in writing shall be decisive. Agreements made orally or by telephone or additional agreements require written confirmation by the by the parties.
(5) We are entitled to make partial deliveries. These shall be invoiced immediately.
§ 3 Documents handed over
(1) All documents handed over to the customer in connection with the placing of the order, e.g. calculations, drawings, etc. belong to our property rights and copyrights. These documents are not to be made accessible to third parties unless we have given the customer our expressly written consent. Insofar as we do not
Accept the offer of the customer within the period of § 2, these documents shall be returned to us without delay.
(2) Our documents and product descriptions are only approximately authoritative, unless they are expressly
designated as binding.
§ 4 Prices and payment
(1) Unless otherwise agreed in writing, our prices are ex works including packaging and plus value added tax at the applicable amount.
(2) Payment of the purchase price shall be made exclusively to the account specified in the order confirmation.
The deduction of a discount is only permissible in the event of a special agreement.
(3) Unless otherwise agreed, the purchase price is to be paid within 14 days after delivery. Interest on arrears shall be charged at a rate of 8 % above the respective base interest rate per annum. The right is reserved to assert higher damages.
(4) Insofar as no fixed price agreement has been made, reasonable price adjustments due to changes in wage, material and distribution costs for deliveries 3 months or later after conclusion of the contract shall be reserved.
(5) If the customer is in default of payment of one of our invoices, all of our invoices from the business relationship shall become due immediately. The date of receipt shall be decisive for all payments.
(6) Furthermore, we are entitled to demand cash payments before further deliveries. This shall also apply in the event of circumstances which make the ability to pay appear doubtful.
§ 5 Delivery time
(1) Delivery times and dates are approximate and therefore not binding. Agreed delivery dates refer on the shipping date of the goods.
(2) The beginning of the delivery time specified by us sets the timely and proper fulfillment of the obligations of the customer. The plea of unfulfilled contract remains reserved.
(3) If the customer defaults on acceptance or culpably violates other duties to cooperate, we shall be entitled to claim compensation for any damage incurred by us in this respect, including any additional expenses incurred. We reserve the right to assert further claims. Insofar as the aforementioned prerequisites are fulfilled, the risk of accidental destruction or accidental deterioration of the
object of sale shall pass to the purchaser at the point in time at which the purchaser is in default of
(4) In the event of unforeseen obstacles that are beyond our sphere of influence, the delivery period shall be extended accordingly.
(5) In the event of a delay in delivery not caused by us intentionally or through gross negligence for each
week of delay within the framework of a lump-sum compensation for delay in the amount of 3% of the
value of the delivery, but not more than the total of 15%.
6) Further legal claims and rights of the purchaser due to a delay in delivery shall remain unaffected.
§ 6 Offsetting and rights of retention
The purchaser shall only have the right of set-off if his counterclaims have been legally established
or are undisputed. The purchaser shall only be entitled to exercise a right of set-off insofar as his counterclaim is based on the same contractual relationship.
§ 7 Transfer of risk in case of shipment
If the goods are shipped to the purchaser, the risk shall pass to the purchaser on dispatch,
at the latest when the goods leave the factory/warehouse. This shall apply irrespective of whether the goods are shipped from the place of performance or who bears the freight costs.
§ 8 Retention of title
(1) We retain title to the delivered goods until full payment of all claims from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the object of sale if the customer behaves in a manner contrary to the contract.
(2) As long as ownership has not yet been transferred, the purchaser shall notify us in writing without delay if the delivered item is seized or is exposed to other interventions by third parties. Insofar as
third party is not in a position to pay us the judicial and out-of-court costs of an action pursuant to § 771
ZPO (German Code of Civil Procedure), the customer shall be liable for our loss incurred.
§ 9 Joint and several liability
(1) For damage caused by defects in the purchased item, delivery or defects in the packaging, we shall only be liable for grossly negligent conduct.
(2) The parties expressly exclude liability for damages in the event of slight negligence.
(3) In cases of liability for damages, we shall limit the liability to the foreseeable, typically occurring damage.
(4) Insofar as compensation for damages against us is limited this shall also apply with regard to the personal liability for damages of our shareholders, employees, representatives and vicarious agents.
(5) The injured party must prove the existence of slight or gross negligence.
(6) Further claims on the part of the purchaser, in particular a claim for compensation for damage that did not occur to the delivered item itself are excluded. This exclusion of liability does not apply to intent, gross negligence and culpable breach of essential contractual obligations. In the event of culpable
breach of essential contractual obligations, we shall only be liable for the reasonably foreseeable damage typical of the contract. This exclusion of liability shall furthermore not apply in those cases in which, according to the Product Liability Act defects in the delivered goods occur.
This provision shall also apply in particular to our advice verbally, in writing and in any other way. The purchaser advice does not release the purchaser from the obligation to prove the suitability of the delivered goods manufactured by us for the intended purpose of use.
(7) All liability claims for which a claim can be made shall become time-barred one year after delivery of the goods to the purchaser.
§ 10 Warranty
The application of UN sales law is excluded. We shall be liable for material defects and defects of title as follows:
(1) We shall be entitled, at our discretion, within the scope of the purchaser’s claim to subsequent performance, to remedy defects or to make a subsequent delivery. The purchaser right to choose does not exist.
(2) We shall have the right to remedy the defect three times.
(3) We shall be entitled to carry out all measures to remedy the defect which appear necessary to us.
The purchaser shall grant us the necessary time and opportunity to do this, otherwise we shall be released from liability for defects. Only in urgent cases of endangerment of the safety and to avert disproportionately large damage, in which case we must be informed immediately, or if we are in default with the rectification of the defect, the defect himself or have it remedied by a third party and to
demand compensation from us for the necessary costs. Should the purchaser fail the immediate information to us, we shall be released from liability for any compensation.
(4) The goods shall be inspected for defects immediately upon receipt as of § 377 HGB (German Commercial Code) shall apply. The discovery of defects shall be reported in writing without delay. Otherwise the goods shall be deemed to have been approved and the assertion of claims for defects shall be excluded.
(5) No warranty is expressly assumed for damage caused for the following reasons
- unsuitable or improper use or application of the products.
- due to events for which we are not responsible and which do not comply with the contract.
- use of unsuitable equipment technology.
(6) The purchaser’s right to assert warranty claims on account of defects shall become statute-barred in
one year; this period shall begin with the delivery of the delivery of the item to the purchaser.
(7) Of the direct costs arising from the rectification of the defect, we shall bear the costs of the replacement delivery including the shipping costs should the defect be justified. Otherwise the
the purchaser shall bear the costs. In particular, the purchaser shall bear the additional costs arising from the fact that the goods are subsequently brought to a place other than the agreed place, unless the transfer is in accordance with the intended use.
(8) We may refuse to remedy defects, insofar as the purchaser does not meet his obligations, in particular his payment obligation on time.
(9) The above provisions shall only apply to the purchase of brand-new goods. In the case of the sale of used goods liability for material defects is excluded.
(10) Liability for consequential harm caused by a defect, including loss of profit is excluded.
(11) The purchaser shall bear the full burden of proof for all conditions for the claim, in particular the existence of a defect, the time of discovery of the defect and the correctness of the notice of defect.
(12) If the purchaser is an entrepreneur, public statements, recommendations or advertising statements on our part or on the part of the manufacturer do not constitute a contractual description of the quality of the goods.
§ 11 Miscellaneous
(1) This contract and the entire legal relationship between the of the parties shall be governed by the law of the Federal Republic of Germany under the exclusion of the UN sales law (CISG).
(2) The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
(3) All agreements made between the parties for the purpose of the execution of this contract
are set out in writing in this contract.
(4) Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties replace the invalid provision with a
legally permissible provision in place of the invalid which comes as close as possible to the economic purpose or which fills this fills this gap.