DE

General Terms & Conditions of Rein Medical

1. General

a.) All our offers, deliveries and services shall be subject to the these Standard Terms and Conditions of Sale.
b.) All contracts shall be concluded with Rein Medical GmbH, Monforts Quartier 23, 41238 Mönchengladbach, Germany, represented by its Geschäftsführer (managing directors) Mr. Dieter Cyganek and Mr. Stephan Rein (registry court: Amtsgericht (local court) of Krefeld, HRB 5206, VAT-ID-No.: DE811604837 WEEE-Reg-No.: DE 59730470), and only subject to the provisions of these Standard Terms and Conditions. Deviating terms shall only apply if we have approved them in writing. Acceptance of our delivery or service shall be deemed to constitute an acknowledgement of our Standard Terms and Conditions, even if the purchaser confirms our delivery or service using deviating terms.
c.) These Standard Terms and Conditions shall only apply in relation to businesses, legal entities under public law, and public law special funds.

2. Conclusion of the contract

a.) Our offers shall be subject to confirmation. Contracts shall only be validly concluded upon our confirmation. Verbal commitments by representatives and employees shall only be binding if we confirm them in writing.
b.) A contract shall only be concluded once we have confirmed the order in writing or by supplying the goods.
c.) Information provided in leaflets, offers and written documents on our products, in particular dimensions and technical data, shall only be approximations; they shall not constitute guaranteed characteristics, unless such guarantee has been provided expressly and in writing.
d.) We reserve our ownership and proprietary rights in samples, drawings, descriptions etc. - also in electronic form. The above may only be made accessible to third parties after obtaining our approval and shall be promptly returned to us upon request.

3. Prices, payment

a.) In the absence of specific arrangements, prices shall be ex works plus value added tax at the rate applicable at the relevant time (at present: 19%), plus loading, packaging, freight, postage and unloading. Unless agreed otherwise, the customer shall furthermore bear the costs for an insurance taken out by ourselves amounting to 4 ‰ of the value of the goods.
b.) Unless expressly agreed otherwise in writing, all invoices shall be due for immediate payment without deductions.
c.) Should our suppliers' prices or other costs for our products increase during the time between the conclusion of the contract and delivery, we shall have the right to reasonably adjust the agreed prices.
d.) The purchaser shall only have the right to set off claims if the counter-claims have been determined in a legally binding manner, or have been acknowledged by ourselves.
e.) Even if the customer makes a deviating stipulation for a payment, we shall have the right to set off all payments made by a customer against the oldest claims. Should the customer not fulfil his/her payment obligations on the due date we shall - notwithstanding any other rights or claims which we may be entitled to - have the option to terminate the contract, to suspend further deliveries to the customer and/or charge the customer interest on the open sum, amounting to 8 % p.a. above the basic interest rate of the European Central Bank.
f.) Should the purchaser be in default of payment, we shall furthermore have the right to withdraw from the contract and request payment of damages due to non-performance.
g.) If it has been agreed that the customer shall have the right to purchase goods against issue of an invoice, we shall nevertheless have the right to make delivery or further deliveries to such customer subject to an advance payment or provision of a security, should it be found that promise of cover cannot be obtained from a credit insurance for supplies to this customer. If the purchaser does not fulfil such request for an advance payment or provision of security within a reasonable period of time, we shall have the right to withdraw from the contract.
h.) Should circumstances become known which give rise to doubts regarding the purchaser's solvency or creditworthiness, we shall have the right to request immediate payment of all open invoice amounts - including sums for which an extension of the payment time had been granted -, and to make further deliveries to the purchaser subject to advance payments or provision of security. Should the purchaser not comply with such request within a reasonable period of time, we shall have the right to, at our choice, either request payment of damages or withdraw from the contract.

4. Deliveries and default in delivery

a.) All delivery periods and delivery times shall be subject to confirmation, unless expressly agreed otherwise. Agreements on binding delivery dates must be made in writing and will usually be expressly referred to as "binding delivery period".
b.) The delivery period shall commence on the date of the order confirmation, but not before complete clarification of all details of an order, receipt of all agreed documents and/or agreed advance payments, and provision of required domestic or foreign official certifications.
c.) Delivery periods and delivery dates shall refer to the date of shipment from the supplying plant or warehouse. They shall be deemed to have been complied with upon notification of the readiness for shipment if the goods cannot be shipped in time without any fault on our part.
d.) Even if fixed delivery periods or fixed delivery dates have been agreed upon, it shall be necessary to set an adequate period of grace should we be in default of delivery.
e.) After fruitless expiry of the period of grace, the purchaser shall have the right to withdraw from the contract with regard to the quantity for which notification of the readiness for shipment has not been made by the time the period of grace has expired.
f.) We shall not be responsible if non-delivery or delayed delivery is caused by a sub-supplier. In particular, our delivery obligation shall not commence prior to receipt of supply from our own suppliers, provided that we have ordered the supplies in good time from our sub-supplier. Delivery periods shall be extended - notwithstanding our rights due to the purchaser's default - by the period during which the purchaser is in default with the fulfilment to us of his obligations under this order or under other orders. Force majeure and circumstances beyond our sphere of influence shall allow us to defer delivery by the period of hindrance or by a reasonable lead-time, or to withdraw from the contract, entirely or in part, with regard to the share of the contract for which performance has not yet been provided. The purchaser shall have the right to request a declaration from us as to whether we wish to withdraw from the contract or fulfil our obligations within a reasonable period of time. Should we fail to issue this declaration, the purchaser shall have the right to withdraw from the contract.
g.) Claims for damages due to default in favour of the purchaser shall only exist in cases where our liability is not excluded under no. 9 of these Standard Terms and Conditions.

5. Transfer of risk and shipping

a.) The risk of damage or loss of the goods shall pass to the purchaser for all transactions, including deliveries, upon the handing over of the goods to a forwarder or carrier, at the latest, however, upon the goods leaving the warehouse or delivery plant. However, transport of the goods shall be insured by us as set out in subsection 3a above.
b.) If the purchaser has taken out a transport insurance and advises us accordingly in writing, we shall not take out such insurance and the costs pursuant to subsection 3a shall not apply.
c.) We shall have the right to effect partial deliveries to a reasonable extent.
d.) The additional costs for special or express delivery effected upon the purchaser's request shall be borne by the purchaser.

6. Reservation of title

a.) The goods shall remain our property up until all present and future claims from our business relations with the purchaser have been fulfilled.
b.) The purchaser shall be obligated to separately store the goods belonging to us (reserved-title goods), and to label them accordingly.
c.) The purchaser shall ensure special storage of our reserved title goods, and shall label them sufficiently. The purchaser shall be obligated to treat the purchased goods carefully; he/she shall in particular be obligated to insure them at his/her own costs at their replacement value against damage due to fire, water or theft. The supplied products or goods of Rein Medical GmbH shall be stored diligently by the purchaser.
d.) If our reserved-title goods are processed or mixed, blended or combined with other objects which do not belong to us, we shall obtain co-ownership in the new object, at a proportion corresponding to the value of the purchased goods in comparison to the other processed objects at the time of processing. The provisions set out for the purchased goods delivered under reservation of title shall also apply to the object created by processing. Sale of reserved-title goods shall only be permitted within the limits of due business transactions.
e.) Disposals going beyond this, including, but not limited to, pledges and transfers by way of security of the reserved-title goods, shall not be permitted. The full amount of all receivables which the purchaser obtains with regard to the reserved-title goods from the resale of such goods or due to other causes in law is hereby assigned to us; in the event of co-ownership, the assignment shall only cover the share of the receivable which corresponds to our share of co-ownership. Re-sales shall only be permitted if this assignment is ensured.
f.) The purchaser shall have the right to collect the assigned receivables within the course of his/her due business operations; this authorisation is granted subject to revocation. Upon our request, the purchaser shall notify his/her debtors of this assignment. We shall also have the right to effect this notification at any time.
g.) The authorisation granted here to the purchaser to dispose of the reserved-title goods, as well as to process, redesign, blend, mix and compound them, furthermore to collect the assigned receivables, shall cease in the event of non-compliance with the payment terms, of unauthorised disposals, of protests of bills and checks, and also if insolvency proceedings are applied for against the purchaser, or if we learn of a significant deterioration of his/her financial situation. In such cases, we shall have the right to immediately take possession of the reserved-title goods, to enter the purchaser's premises for this purpose, to request suitable information on the reserved title goods and on potential claims from their resale, and to inspect the purchaser's books, provided this serves to safeguard our rights.
h.) We shall furthermore have the right to expressly prohibit the processing or other modification of the supplied reserved-title goods, and to revoke the authorisation to collect receivables, and shall be entitled to inform third companies of such revocation. The costs for collection or return delivery or for the transfer of indirect possession of the supplied reserved-title goods shall be borne by the purchaser.
i.) If, and to the extent to which, the registration and/or fulfilment of other conditions is a prerequisite for the validity of this reservation of title, the purchaser shall, notwithstanding our own rights, be obligated to carry out at his/her costs all required activities, and to make all necessary notifications. If, and to the extent to which, applicable law does not allow agreements on a reservation of title, the purchaser shall provide other suitable security if a credit on goods is utilised.
j.) In the event of attachments or other third-party interventions, the purchaser shall promptly inform the seller, in order to allow the seller to file action. Should the purchaser fail to fulfil this obligation, he/she shall be liable for any damage incurred.
k.) The seller undertakes to release the securities provided, upon the purchaser's request and to the extent to which the realisable value of the securities exceeds the claims held by the seller. The seller shall be free to select the securities to be released.

7. Notification of defects and warranty

a.) The purchaser shall inspect the goods and the packaging promptly upon delivery. The purchaser shall in particular open and inspect individual samples of the goods. The purchaser shall notify the seller in writing of all visible defects, shortages or incorrect deliveries, within five working days after delivery, but in all cases prior to the resale, utilisation or processing of the goods. The seller shall assert in writing any hidden defects promptly after they have been detected.
b.) Our legal liability for defects shall be limited to subsequent performance (Nacherfüllung), i.e. at our option either replacement or rectification. The purchaser shall be obligated to grant us sufficient opportunity to effect replacement or rectification; should he/she fail to do so, we shall be free from any liability for the consequences incurred. Only in urgent cases, for instance in order to ensure safety of operations or to prevent unreasonably high damage, may the customer eliminate the defect himself/herself or have it eliminated by a third party, and request that we compensate him/her for the necessary expenses. The customer shall in all cases be obligated to return to us the exchanged parts.
c.) If replacement or rectification has failed, the customer shall have the right to reduce the consideration or - if the defect is significant - to withdraw from the contract.
d.) The warranty period for newly produced goods or services shall be one year from delivery; if used products are sold, warranty is excluded in all cases.
e.) The purchaser shall not have the right to request that we buy replacement products from third-party sources in case of non-performance.
f.) Any claims by the purchaser due to defects going beyond the provisions in subsections b.) to e.) above are hereby excluded. Therefore, we shall not be liable for damage other than damage to the product itself, nor for other financial damage incurred by the customer.
g.) Our liability pursuant to no. 9 of these Standard Terms and Conditions shall not be limited by the above subsections b.) to f.).

8. Liability

a.) Our liability covers the fact that our products are free of defects in accordance with state-of-the-art technology. Our liability shall be excluded in the following cases: if our products are not stored or used adequately by the purchaser or by a third party, in cases of natural wear-and-tear, if they are not treated or processed properly, if unsuitable production equipment is used, or if damage is caused by work provided by third parties which had not been expressly approved by ourselves.
b.) Our liability, irrespective of its cause in law, shall be limited to intent, gross negligence, and to slight negligence in the event that an essential contractual obligation has been breached by ourselves or our vicarious agents. In cases of slight negligence, our liability shall only cover damage which was foreseeable and typical due to the contractual utilisation of the goods.
c.) All limitations of liability as set out in these terms and conditions shall not apply to personal damage, to damage caused due to the lack of a guaranteed characteristic, and to claims under the Produkthaftungsgesetz (German product liability act).

9. Written form, partial invalidity

a.) Modifications of, amendments to, or the consensual cancellation of this agreement should, if possible, be effected in writing. Notifications via telefax or other means of electronic communications shall be deemed to fulfil this written form requirement. The same shall apply to other declarations by the contracting partners required in order to create, maintain or exercise their rights, including in particular notifications of defects, setting of deadlines and unilateral cancellation declarations.
b.) Should one of the provisions be or become void or invalid, this shall not affect the validity of the remaining provisions.

10. Place of performance, place of jurisdiction, applicable law

a.) The place of performance for the purchaser's payment obligations and for our obligations shall be Mönchengladbach, Germany.
b.) Willich shall be the place of jurisdiction for all disputes under, and in connection with, this agreement. We shall, however, have the right to, at our option, file action against the purchaser at his/her general place of jurisdiction.
c.) All legal relations between the purchaser and ourselves shall be subject to the law of the Federal Republic of Germany. Application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

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