GENERAL TERMS AND CONDITIONS OF SALE
Luxamed GmbH + Co. KG
I. Scope of application, applicable legal rights
1. The following General Terms and Conditions of Sale apply for full legal relations between Luxamed GmbH + Co. KG (hereinafter “Luxamed”) and associated business partners. These stand in complement to German Laws excluding the jurisdiction of the UN Sales Laws.
2. Individual agreements have priority over the General Terms and Conditions of Sale. Other such terms and conditions from originating from the customer have no validity unless otherwise expressly agreed in writing by Luxamed.
1. All offers from Luxamed are made without obligation. An issue of cancellation requires written consent. Every customer order remains non-binding until confirmed in writing by Luxamed.
2. In the interest of the further technical and medical development, Luxamed retains the right, even after acceptance of an order, to alter the construction and execution so far as the interest of the customer is not unacceptably affected.
3. It is within the sole discretion of Luxamed to accept or refuse orders.
III. Prices, Deliveries
1. For delieveries and services that take place more than four months after the conclusion of a contract, the listed prices apply upon delivery as previously agreed. All offers or agreed prices are realized with the addition of VAT. If no explicit price agreement has taken place, the prices applied are those applicable on the day of delivery.
2. All prices listed apply in the given currency from Werk (EXW Incoterms 2010); the costs of packaging, freight, customs and insurance are charged separately and taken on by the customer.
3. Delivery charges are taken added to the customer invoice and are paid for by the customer. For orders greater than a worth of €250.00 (excluding VAT), delivery and packaging costs on behalf of the customer are annulled and paid for by Luxamed.
4. With the acceptance of offers, the customer thereby declares acceptance of both the current, and any future Terms and Conditions from Luxamed.
IV. Delivery times, partial deliveries
1. Delivery times are fundamentally non-binding. By exceedance of a delivery time as a previously agreed upon as binding, the customer can invoke delay regulations §§ 281, 323, 326 BGB if they have given Luxamed a written extension of a minimum of two weeks.
2. Luxamed is subject to authorize contrary agreements regarding part deliveries.
3. In cases of deferrals of payment or other cooperation obligations by the customer, Luxamed are authorized to execute a reasonable extension of delivery dates. This applies similarly, when Luxamed doesn’t receive official permission or documentation in time.
4. Deferrals of previously-agreed upon delivery dates due to vis major, justify no entitlement for compensation for damages or cancellation.
V. Acceptance, Complaints, Returns
1. In cases of refusal of the customer to accept delivered items, Luxamed holds the right to, instead of the complete fulfilment of the contract, to claim for compensation for loss of profits. This claim is 15% of the order amount, provided the customer can’t prove that either such damages have not occurred, or that damages of significantly less value have arisen. The entitlement with proof for a larger claim is reserved.
2. Upon delivery of goods to the specified position, they should be immediately inspected and in the case whereby a fault is discovered, this should be reported to Luxamed within one week of delivery. Upon the failure on behalf of the customer to notify Luxamed of a fault, the goods are taken as approved by the customer. This is unless a fault could not be recognised upon inspection. If a fault is found, it must be reported immediately to Luxamed upon its discovery, otherwise the goods will be taken, in consideration of the fault, as approved. For faults that are not immediately apparent, there is a period of limitation applicable. Eligible complaints with the exclusion of all other claims and warranty rights a delivery of defect-free goods will be made upon the return of the damaged goods. Claims for compensation against goods under warranty will not be affected. All claims must be presented in written form.
3. If an extra contract has been taken out between the customer and Luxamed which superceeds the normal contractual and legal guarantee arrangements retaining to the return of accessories or equipment, the customer must pay 15 % (after tax deductions) upon the return of said goods.
VI. Warranty and Product accountability (Export)
1. Warranties are valid for a period of 2 years.
2. In cases whereby, from the opinion of Luxamed, restorations in their production plant must be carried out, the customer will receive their goods after notification from Luxamed as to their status.
3. Should an amendment or replacement delivery be necessary in an order, the customer can choose to reduce the item price or withdraw the item according to their choice of contract.
4. Repairs and special changes which the customer makes without the explicit approval on the part of Luxamed itself, or a third party, suspends the warranty unless Luxamed failed to perform the supplementary performance duties or has falsely rejected such alterations. The costs of such repairs will not be replaced.
5. For faults that occur due to abnormal operation circumstances, over work or improper use, the warranty will not be covered by Luxamed.
6. Products from Luxamed correspond to German production and safety regulations. For compliance with international regulations, every individual case will be subject to written and explicit agreements, no warranty will be assumed except when otherwise stipulated. Furthermore, transport outside of Germany will be effected and carried out at the customers own risk.
7. Possible contribution claims from the customer against Luxamed from the total debt liability, personal gain, or the standpoint from the product liability take place under the exclusion of the application of international legal rights and liability laws and liability heights, and will be handled exclusively under German material legal rights. Under these conditions the liability is limited to the foreseeable damages, so long as they were not due to deliberate acts or gross negligence or any further liability under the German sine qua non laws.
8. If Luxamed if taked on by a 3rd party for claims for faults, which originate with the customer, Luxamed holds the right to claim returns for legal defence in return and also the refund of possible costs of such defence.
1. The customer is entitled to contracted and legal compensation claims only when these arise due to the deliberate or gross negligence from Luxamed, her legal representatives or executive staff. In cases of typical predictable, direct or secondary damages, Luxamed is liable in addition to compelling legal reasons, or when Luxamed through grossly negligent or deliberate action, or through deliberate or a significant breach of contract, originating with from Luxamed, her legal representatives or executive staff.
2. In case of the respective performance limitations is acceptable, the liability sum will be confined to the enclosed insurance from Luxamed.
3. The liability for damages from the damage to life, the body or health stays untouched from these liability boundaries. The previously described liability boundaries don’t apply for customer claims for product liability or from guarantees. Remaining is the compensation liability with the exclusion of the consideration of the legal nature the applicable claim. In this respect, Luxamed is not liable for damages not occurring directly from the article itself , e.g. sales losses and other fortune and consequential damages to the customer. Expenditure compensation claims of the customer are limited to the sum of interest, which this has upon fulfilment of the contract.
VIII. Payment conditions
1. Payments are to be completed within 14 days after the billing date minus 2% discount or in full within 30 days for prepayments as well as direct debits, 3% discount is allowed.
2. Repairs and services are to be paid in full within 30 days.
3. Failure to comply with payment deadlines will be met with default charges with legal boundaries. The immediate cases of outstanding bills commence if payment arrears are due to a (part) sum of judicial enforcement proceedings or when a reminder for an overdue account need to be initiated. A payment applies first and is to be effected when we can decree the sum. In cases of cheque payments, payment is first effected when the cheque has been cleared. The acceptance of cash is effected based on special agreements of payment. Bill of exchange payments are not considered to be cash payments and do not authorise the customer to deduct a discount.
4. So long as not otherwise agreed, customers receive the goods of their first order against advance payments.
IX. Reservation of proprietary rights
1. Luxamed reserves the rights over delivered articles until the full payment of the sale price and all other service charges including the costs of possible accessories and replacement parts as well as any repairs or replacement deliveries.
In particular it is hereby agreed that possible replacement deliveries of articles or parts of the same original delivery also occur on the basis of the previously and following agreements.
2. In addition to clause 1, Luxamed retains ownership of the respective delivery object until complete fulfillment of all obligations of the business relationship.
3. For behaviour contrary to the contract from the customer, e.g. payment arrears, Luxamed has the right to reclaim the delivered goods without the recession of the contract, provided that no rules of the consumer credit application are found and claimed.
4. A.) The customer is entitled to process, mingle or combine the articles delivered in the ordinary course of business and to resell the products. The buyer shall not be permitted to make any other dispositions, particularly pledging or transfer of title as security.
Unless the third party immediately pays the amount due in cash, the articles may only be resold under reservation of title. The right to resell is withdrawn in the case of payment default by the customer.
In case of resale, at this point the buyer will assign to us all receivables with all ancillary rights arising from the resale, whether the reserved goods are resold with or without agreement.
The claim of such resale shall be assigned to us in the amount of the invoice value of the delivered products including accessory claims and other legitimate factors such as repair work.
B.) Luxamed may demand, that the purchaser announce immediately after sale the assigned claims and the parties owing under these, as well as all information and relevant documents necessary to assert our rights, already prior to the agreed due date.
After the due date, Luxamed is entitled to notify the third-party debtor of the assignment and to demand immediate payment to Luxamed. Furthermore, the buyer is authorised to make collections.
C.) Anyway, the purchaser is obliged, to pay immediately to Luxamed all monies received by the third party debtor in the amount of the assigned claims.
Through processing, combination or mixing of the supplied products by the buyer, Luxamed shall acquire proportionate joint property rights to the new item amounting to our charged prices including any calculated and entitled accessory claims.
D.) Through processing, combination or mixing of the supplied products by the buyer, Luxamed shall acquire proportionate joint property rights to the new item from a relation of the invoice value of the delivered product to the listed selling price of the new product.
5. Luxamed is entitled to insure goods for delivery, at the cost of the customer and without previous notification, against theft, mechanical breakdown, fire, water and other damage if the customer already hasn’t done this or cannot provide evidence for a suchlike insurance.
6. Should Luxamed make use of its title retention and demand surrender of the delivered product, buyer shall have no right of retention if it is not based on the same contractual relationship and the right of retention of the buyer is undisputed or stated legally binding.
6. If the value of the assigned securities exceeds Luxamed claims by more than 10 %, Luxamed shall release the excess securities of its choosing upon the buyer´s request.
X. Place of fulfilment, address for service
1. The place of fulfilment for all commitments is Blaubeuren
2. Exclusive venues for all business disputes, for which these General Terms and Conditions of Sale apply is the official location of Luxamed (Blaubeuren). Luxamed is also entitled to sue customers in this place of business.
XI. Final Clause
1. Purely spoken agreements will not be met.
2. Should a text be agreed upon or required through the Terms and Conditions of Sale, this will also be allowed through provision via fax or e-Mail.
3. The invalidity of individual agreements or clauses of a contract has no influence in the entire contract or the rest of the contract details.
4. We save data in accordance to the mutual consented business relations according to the General Data Protection Regulation (GDPR).
5. Breach of contracts are through the dispositive rights under consideration of the declared intention of the parties.