§ 1. General
a) Scope These general terms and conditions apply to all business relationships between Baldus Medizintechnik GmbH and Baldus Sedation GmbH & Co. KG (hereinafter referred to as Baldus) and the customer in the version valid at the time the contract was concluded. Conflicting general terms and conditions of the customer are hereby expressly rejected. b) Contractual agreement The contract language is German. The display option in other languages only serves as an aid. Customers within the meaning of these terms and conditions are exclusively entrepreneurs within the meaning of § 14 BGB. Right of withdrawal does not exist because the customers are not consumers. Subsidiary agreements must be in writing. c) Conclusion of contract and storage of the contract text The contract comes about through the individual application and the related declaration of acceptance. The text of the contract is not saved because the content of the contract results individually from the agreement reached. d) Subsequent changes to the terms and conditions Baldus is entitled to subsequently amend and supplement the general terms and conditions in relation to existing business relationships, insofar as changes in legislation or case law require it or other circumstances lead to the contractual equivalence relationship not being only slightly disturbed. A subsequent change in the terms and conditions will take effect if the customer does not object within six weeks after notification of the change. Baldus will expressly point out to the customer at the beginning of the period that his silence will act as an acceptance of the contract change and will give him the opportunity to make an express declaration during the period. If the customer objects within the deadline, both Baldus and the customer can terminate the contractual relationship extraordinarily.
§ 2 delivery
a) Partial deliveries Baldus is entitled to make partial deliveries if this is reasonable for the customer. In the case of partial deliveries, however, the customer does not incur any additional shipping costs. b) Delays in delivery and performance Delays in delivery and performance due to force majeure and due to extraordinary and unforeseeable events which cannot be prevented by Baldus' extreme care and which Baldus is not responsible for (this includes in particular strikes, official or judicial orders and In the event of incorrect or improper self-supply despite the relevant cover transaction), Baldus is entitled to postpone the delivery by the duration of the disabling event. c) Exclusion of delivery Mailbox addresses are not supplied. d) Delay in acceptance If the customer is in arrears with the acceptance of the ordered goods, Baldus is entitled, after setting a reasonable grace period, to withdraw from the contract and to claim damages for delay or non-performance. During the delay in acceptance, the customer bears the risk of accidental loss or accidental deterioration. e) Time of performance Unless expressly agreed otherwise, delivery will be made by Baldus within six weeks. In the case of payment in advance, the start of the delivery period is the day after the payment order has been placed with the transferring bank or, if payment has been made by invoice, the day after the contract has been concluded. The period ends six weeks later at the end of the day of the week that corresponds to the day of the week when the period begins. If the last day of the period falls on a Saturday, Sunday or a public holiday recognized by the state at the place of delivery, the period ends on the next working day. f) Range of services Part of Baldus' range of services includes instruction in the operation of medical devices in accordance with the MPG against the fee shown in the respective offer. The briefing is carried out after an appointment has been agreed between Baldus and the customer, with the proviso that the briefing should always take place on the day of delivery and assembly of the medical device. Due to unpredictable events (e.g. illness, accident, traffic-related handicap or similar) it can happen that Baldus or the customer have to cancel the appointment. Both Baldus and the customer are obliged to contact the other party immediately after such a reason for prevention and to cancel the appointment. A cancellation by Baldus does not entitle the customer to withdraw from the contractual relationship or to claim damages. In the event of a cancellation, Baldus and the customer will agree on a replacement date that is as close as possible.
§ 3 payment
a) Prices and shipping costs All prices are exclusive of sales tax and plus the costs for packaging and shipping, unless collection by the customer at Baldus' headquarters is agreed. The minimum order value is € 25.00 net plus the costs for packaging and shipping. b) Travel costs For delivery by Baldus, a charge of € 0.79 per kilometer traveled and a flat rate of € 79.00 net for the travel time plus a travel time of more than one hour will be charged € 79.00 net per hour. c) Assembly costs For assembly or work on site, Baldus charges 79.00 € per hour for a technician, mechanic or customer service technician. If the customer uses telephone support from Baldus technicians outside of the warranty rights, Baldus will charge € 1.99 net per minute or part thereof. Billing is done on an invoice basis. d) Storage costs If the customer defaults on acceptance or culpably violates other duties to cooperate, Baldus is entitled to demand compensation for the damage incurred, including any additional expenses. In the event of a delay in acceptance by the customer, Baldus will store the goods at the customer's risk and expense. Baldus charges the customer a fee of 20 % of the value of the goods, regardless of the length of storage. e) Delay in payment The customer is in default of payment if the payment is not received by Baldus within one week after receipt of the invoice. In the event of late payment, interest of 9% points above the base rate of the European Central Bank will be charged. If the customer is in arrears with his payments, Baldus reserves the right to charge reminder fees of 5 euros. The assertion of a further compensation, in particular the flat rate for delay according to § 288 paragraph 5 sentence 1 BGB, remains unaffected. After consultation with Baldus, the payment term can be extended to 8, 14 or 30 days. f) Right of retention The customer is only entitled to assert a right of retention for counterclaims that are due and based on the same legal relationship as the customer's obligation.
§ 4 responsibility
of the customer The customer is solely responsible for the content and accuracy of the data transmitted for a custom-made product.
§ 5 retention of title
a) General The goods delivered remain the property of Baldus until the purchase price has been paid in full. The customer must treat the goods under simple retention of title with care at all times. The customer assigns a claim or replacement that he receives for the damage, destruction or loss of the delivered goods to Baldus. If the customer behaves contrary to the contract, especially in the event of late payment, Baldus is entitled to take back the purchased item. This withdrawal of the purchased item constitutes a withdrawal from the contract. b) Garnishment and other impairments If the item under the retention of title is seized or otherwise impaired by third parties, the customer must notify Baldus immediately so that a lawsuit can be brought in accordance with § 771 ZPO. If the third party is unable to reimburse the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the customer is liable for the loss that has arisen. c) Withdrawal If the customer behaves contrary to the contract, in particular in the event of a delay in payment, but also in the event of filing for insolvency proceedings against the customer's assets, Baldus is entitled to take the thing back. In this case, the withdrawal of the item does not result in withdrawal from the contract, unless Baldus expressly declares this in writing. d) Extended retention of title regarding resale The customer is entitled to sell the goods subject to retention of title in the course of business. As a security for the purchase price, he assigns Baldus his future purchase price claim against the third party resulting from the resale of the item at the time of this contract conclusion in the amount of the final amount including VAT. e) Extended retention of title with regard to further processing. The customer always processes and processes or changes the purchased item in the name and on behalf of Baldus. In this case, the customer's entitlement to the purchased item continues with the remodeled item. If the purchased item is processed with other items not belonging to Baldus, Baldus acquires co-ownership of the new item in the ratio of the objective value of the Baldus purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers to Baldus proportional co-ownership and that the resulting sole or co-ownership is kept for Baldus. To secure the claims against the customer, the customer also assigns to Baldus those claims that accrue to the customer from a third party through the connection of the goods subject to retention of title; Baldus already accepts this assignment. f) Release of collateral If the value of the collateral exceeds the value of the secured claims by more than 15 %, Baldus is obliged to release collateral at the customer's request.
§ 6 warranty
a) Warranty claim There are statutory warranty rights. A warranty claim can only arise with regard to the quality of the goods; reasonable deviations in the aesthetic properties of the goods are not subject to the warranty claim. Insofar as guarantees are given in addition to the warranty claims, you will fi nd their exact conditions for each product. Possible guarantees do not affect the warranty rights. b) Rights in the event of an insignificant defect If there is only an insignificant defect, the customer is only entitled to a reasonable reduction in the purchase price, excluding the right of withdrawal. c) Compensation for defects No guarantee is given for damage that can be attributed to improper handling or use of the goods. Baldus only pays compensation for defects in the goods in the event of intent or gross negligence. This exclusion does not apply to liability for damage resulting from injury to life, limb or health. The provisions of the Product Liability Act remain unaffected by the disclaimer. d) Scope of warranty In the event of a defect, Baldus carries out supplementary performance at its own discretion in the form of remedial measures or new deliveries. The risk of accidental loss or deterioration of the thing is transferred to the person designated for transportation. Warranty claims expire within one year after the transfer of risk determined in this way. e) Obligation to notify of entrepreneurs Obvious defects must be reported immediately in writing; Otherwise the assertion of warranty claims is excluded. Deadline is sufficient for the timely dispatch. The customer bears the full burden of proof for all requirements for claims, in particular for the defect itself, for the time the defect was discovered and for the timely notification of the defect.
§ 7 liability
a) Disclaimer Baldus and its legal representatives and agents are only liable for intent or gross negligence. As far as essential contractual obligations (consequently those obligations, the observance of which is of particular importance for the achievement of the purpose of the contract) are affected, liability is also for slight negligence. Liability is limited to the foreseeable, contract-typical damage. Even in the event of a grossly negligent breach of non-essential contractual obligations, Baldus is only liable in the amount of the foreseeable, contract-typical damage. b) Reservation of liability The above disclaimer does not cover liability for damage to life, limb or health. The provisions of the Product Liability Act remain unaffected by the disclaimer.
§ 8 final provisions
a) Place of jurisdiction Our place of business is agreed as the exclusive place of jurisdiction for all legal disputes arising from this contract, provided that you are a merchant, a legal person under public law or a special fund under public law. b) Choice of law Unless mandatory legal provisions conflict with your home law, German law applies to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. c) Severability clause The ineffectiveness of individual provisions does not affect the validity of the other general terms and conditions.