§ 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 contradicted.
b) Contract 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. There are no cancellation rights because the customers are not consumers. Subsidiary agreements must be in writing.
c) Conclusion of the contract and storage of the contract text The contract is concluded through the individual application and the related declaration of acceptance. The text of the contract is not stored, since the content of the contract results individually from the agreement made.
d) Registration In order to use the full scope of our website, it is first necessary to create a customer account. The data required for us to provide the service will be requested. The entries are confirmed by clicking on the "Register" button. You will then receive a confirmation email with the information required to log in. Registration is not complete until you have logged on to our website with this information for the first time. The password that gives you access to your personal area must be treated as strictly confidential and must not be passed on to third parties. You take suitable and appropriate measures to prevent third parties from gaining knowledge of your password. A customer account cannot be transferred to other users/customers or other third parties.
e) Subsequent changes to the terms and conditions Baldus is entitled to subsequently adapt 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 being disturbed in a more than insignificant manner. A subsequent change to the terms and conditions becomes effective if the customer does not object within six weeks of notification of the change. At the beginning of the period, Baldus will expressly point out to the customer that his silence will have the effect of acceptance of the contract change and give the customer the opportunity to submit 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) Part 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) Delivery and service delays Delays in delivery and performance due to force majeure and due to extraordinary and unforeseeable events, which Baldus cannot prevent even with the utmost care and for which Baldus is not responsible (this includes in particular strikes, official or court orders and cases of incorrect or improper self-delivery in spite of the corresponding hedging transaction), entitle Baldus to postpone the delivery for the duration of the impeding event.
c) Exclusion of delivery Post office box addresses are not supplied.
d) Default in acceptance If the customer defaults in accepting the ordered goods, Baldus is entitled, after setting a reasonable grace period, to withdraw from the contract and to claim damages for default 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. The start of the period for delivery is the day after the payment order has been issued to the transferring bank in the case of advance payment or the day after the conclusion of the contract in the case of payment by purchase on account. The period ends six weeks later at the end of the weekday that corresponds to the weekday on which the period began. 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 the range of services offered by Baldus is providing instruction on how to use medical devices MPG for the fee shown in the respective offer. The instruction is carried out after an appointment has been made between Baldus and the customer, with the proviso that the instruction should always take place on the day of delivery and assembly of the medical device. Due to unforeseeable events (e.g. illness, accident, traffic disruption, etc.), Baldus or the customer may have to cancel the appointment. Both Baldus and the customer are obliged to contact the other party immediately after occurrence of such a reason for being prevented from attending and to cancel the appointment. A cancellation on the part of 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 an alternative 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' place of business has been agreed. The minimum order value is €25.00 net plus the costs for packaging and shipping.
b) travel expenses In the case of delivery by Baldus, EUR 0.79 net per kilometer driven and a flat rate of EUR 79.00 net for the travel time plus EUR 79.00 net per hour for the travel time in excess of one hour will be charged.
c) assembly costs In the case of assembly or work on site, Baldus will charge €79.00 net for a technician, fitter or customer service technician per hour. If the customer requests telephone support from Baldus technicians outside of the warranty rights, Baldus will charge €1.99 net per minute or part thereof. Billing is on an invoice basis.
d) storage costs If the customer is in default of acceptance or culpably violates other obligations to cooperate, Baldus is entitled to demand compensation for the damage incurred, including any additional expenses. If the customer defaults in acceptance, Baldus will store the goods at the customer's risk and expense. For storage, Baldus will charge the customer a fee of 20 % of the value of the goods, regardless of the storage period.
e) Default in payment The customer is in arrears with the payment if the payment is not received by Baldus within one week of receipt of the invoice. In the event of late payment, interest will be charged at 9% points above the base rate of the European Central Bank. If the customer is in arrears with his payments, Baldus reserves the right to charge reminder fees of 5 euros. The right to assert claims for damages that go beyond this, in particular the lump sum for delay in accordance with Section 288 Paragraph 5 Clause 1 of the German Civil Code, remains unaffected. After consultation with Baldus, the payment period 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 are 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 correctness of the data transmitted for a custom-made product.
§ 5 Retention of title
a) General The delivered goods remain the property of Baldus until the purchase price has been paid in full. The customer must treat the goods subject to simple retention of title with care at all times. The customer assigns to Baldus any claim or compensation that he receives for the damage, destruction or loss of the delivered goods. If the customer behaves in breach of contract, particularly in the event of default in payment, Baldus is entitled to take back the purchased item. This withdrawal of the purchased item constitutes a withdrawal from the contract.
b) Seizure and other impairments If the item subject to retention of title is seized or otherwise impaired by a third party, the customer must notify Baldus immediately so that a lawsuit can be filed in accordance with Section 771 ZPO. Insofar as the third party is not able to reimburse the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer is liable for the loss incurred by Baldus.
c) withdrawal If the customer behaves in breach of contract, in particular in the event of default in payment, but also in the event of an application for insolvency proceedings against the customer's assets, Baldus is entitled to take back the item. In this case, the taking back of the item does not constitute a 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 reserved goods in business transactions. As security for the purchase price, he assigns to Baldus his future purchase price claim against the third party arising from the resale of the item at the time this contract is concluded in the amount of the final amount including VAT.
e) Extended retention of title regarding further processing Any treatment, processing or transformation of the purchased item by the customer is always carried out in the name of and on behalf of Baldus. In this case, the customer's expectant right to the purchased item continues with the transformed item. If the purchased item is processed with other items not belonging to Baldus, Baldus acquires co-ownership of the new item in proportion to the objective value of the 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 proportionate co-ownership to Baldus and keeps the resulting sole ownership or co-ownership for Baldus. In order to secure the claims against the customer, the customer also assigns such claims to Baldus that accrue to the customer against a third party as a result of the combination of the reserved goods with real estate; Baldus already accepts this assignment.
f) Release of collateral If the value of the securities exceeds the value of the secured claims by more than 15 %, Baldus is obliged to release securities at the customer's request.
§ 6 Warranty
a) Warranty claim Statutory warranty rights exist. 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 find their exact conditions with the product. Possible guarantees do not affect the warranty rights.
b) Rights in the event of minor defects If there is only an insignificant defect, the customer only has the right to an appropriate reduction in the purchase price, excluding the right of withdrawal.
c) Compensation for defects No guarantee is given for damage caused by improper handling or use of the goods. Baldus will only pay 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 will choose to provide supplementary performance in the form of remedying the defect or delivering a new product. The risk of accidental loss or deterioration of the item is already transferred to the person responsible for transport when it is handed over. Warranty claims expire within one year after the transfer of risk determined in this way.
e) Entrepreneurs' obligation to give notice of defects 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 prerequisites for a claim, in particular for the defect itself, for the time the defect was discovered and for the timeliness of the notice of defects.
§ 7 Liability
a) Disclaimer Baldus and its legal representatives and vicarious agents are only liable for intent or gross negligence. Insofar as essential contractual obligations (and consequently those obligations whose compliance is of particular importance for the achievement of the purpose of the contract) are affected, liability is also assumed for slight negligence. Liability is limited to foreseeable, contract-typical damage. Even in the event of a grossly negligent breach of non-essential contractual obligations, Baldus is only liable to the extent of the foreseeable, contractually typical damage.
b) Reservation of Liability The above exclusion of liability 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.
§ 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 you are a merchant, a legal entity under public law or a special fund under public law.
b) Choice of law Unless mandatory statutory provisions according to your home law conflict with this, German law, excluding the UN sales law, is deemed to have been agreed.
c) Severability Clause The invalidity of individual provisions does not affect the validity of the remaining general terms and conditions.