Terms & Conditions
General Terms and Conditions of Sale (GTCS) of health complete GmbH
Hints: For the sake of simplification, health complete GmbH is hereinafter referred to as health complete. All personal designations used refer to male and female persons.
§ 1 Scope of application
(1) These GCS apply exclusively to entrepreneurs (§ 14 BGB), legal entities under public law or a special fund under public law within the meaning of § 310 para. 1 BGB (hereinafter referred to as "Customer").
(2) Our General Terms and Conditions shall apply exclusively; we shall only recognise conflicting, supplementary or deviating terms and conditions of the customer if we expressly agree to their validity in writing. Counter-confirmations of the customer with reference to his terms of business or purchase are hereby contradicted. Our General Terms and Conditions of Sale and Delivery shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our General Terms and Conditions of Sale and Delivery.
(3) Unless otherwise agreed, these GCS shall also apply as a framework agreement for all future purchase contracts, without us having to refer to them again in each individual case.
§ 2 Offer and conclusion of contract
(1) All offers on the part of health complete are subject to confirmation and non-binding.
(2) Cost estimates for installation costs / personnel costs / travel costs / surface treatment costs are also non-binding.
(3) The customer's order constitutes a binding contractual offer. A contract is only concluded if health complete accepts this contractual offer within two weeks of receipt. Timely dispatch of the acceptance is sufficient for compliance with the deadline. Acceptance can be declared either in writing (e.g. by order confirmation or invoice) or by delivery of the goods to the customer.
§ 3 Documents provided
We reserve ownership rights and copyrights to all documents, such as illustrations, drawings, calculations, etc., provided to the customer in connection with the commencement of contract negotiations. These documents may not be made accessible to third parties unless we give the customer our express written consent to do so. If we do not accept the customer's offer within the period specified in § 2 para. 3, these documents must be returned to us immediately and without being requested to do so.
§ 4 Prices and payments
(1) In the absence of a special agreement, all prices shall apply "ex works", including loading at the works/warehouse, but excluding transport and transport insurance.
(2) The statutory value added tax is not included in our prices; it is shown separately in the invoice at the statutory rate on the day of invoicing.
(3) The prices for all delivered goods are the list prices valid at health complete on the day of the order, unless otherwise agreed.
(4) The purchase price is due and payable within 30 days of invoicing and delivery or acceptance of the goods. The time of receipt of payment by health complete is decisive for the timeliness of payment. Payment of the purchase price must be made exclusively to the account stated overleaf. Discounts may only be deducted by separate written agreement.
(5) Even after the conclusion of a purchase contract, health complete is entitled to demand advance payment if it becomes aware of the risk of the customer's inability to perform.
§ 5 Rights of retention and set-off
(1) The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
(2) The customer shall only be entitled to offset if his counterclaims have been legally established, are undisputed or acknowledged by us.
§ 6 Delivery Date, Scope of Delivery, Delay in Delivery
(1) The delivery period shall be agreed individually or specified by us upon acceptance of the order. If all details of the order (including technical questions) are not clarified in time by the customer and if all advance services by the customer are not provided in time, the delivery periods shall be extended accordingly. Timely dispatch of the goods shall suffice to meet the deadline.
(2) The customer shall be liable for the correctness of the documents to be supplied by him, in particular drawings.
(3) health complete is entitled to make partial deliveries insofar as these are reasonable for the customer.
(4) The customer must check and acknowledge the delivery note. Any objections/deviations must be reported to health complete immediately. Otherwise, the acknowledged delivery quantity shall be deemed accepted, unless a possible shortage was not recognisable to the customer.
(5) All transport and other packaging shall only be taken back by health complete insofar as this is prescribed by law, in particular in accordance with the Packaging Ordinance.
(6) We reserve the right to make changes to the design and/or form which are attributable to technical improvements and/or legal requirements during the delivery period, provided that the delivery item or the agreed delivery is not substantially changed and the changes are reasonable for the customer.
(7) If health complete is prevented from fulfilling its obligations by the occurrence of force majeure or other unforeseeable extraordinary events which it was unable to avert despite exercising reasonable care according to the circumstances of the individual case, in particular official interventions, operational disruptions, industrial disputes or delays in the delivery of essential raw and auxiliary materials, we shall inform the customer of this immediately and at the same time inform the customer of the anticipated new delivery period. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part without the customer being entitled to damages for this reason. Any consideration already rendered by the customer will be refunded immediately.
§ 7 Transfer of risk in case of dispatch
If the goods are dispatched to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 8 Retention of title
(1) We reserve title to the delivered item until receipt of all payments arising from the business relationship with the customer. In the event of default in payment or breach of other essential obligations pursuant to § 8 para. 2, we shall be entitled to withdraw from the respective purchase contract and demand the return of the reserved goods.
(2) The customer is obliged to treat the object of sale with care as long as the ownership has not yet been transferred to him. In particular, he is obliged to insure the goods at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work must be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not been transferred, the customer must inform us immediately in writing if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
(3) We undertake to release the securities to which we are entitled at the customer's request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released shall be incumbent on us.
§ 9 Warranty for defects
(1) Warranty rights of the customer require that the customer has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code). If a defect becomes apparent upon delivery, inspection or at any later point in time, we must be notified thereof in writing without delay. In any case, obvious defects must be reported in writing within five working days of delivery and defects not recognisable during the inspection within the same period of discovery. If the customer fails to properly inspect the goods and/or give notice of defects, our liability for the defect not reported or not reported in a timely manner or not properly shall be excluded in accordance with the statutory provisions.
(2) If, despite all the care taken, the delivered goods exhibit a defect which existed at the time of the transfer of risk, we shall, at our option and subject to timely notification of the defect, either repair the goods or deliver replacement goods. We shall always be given the opportunity to remedy the defect within a reasonable period of time. In the event of a replacement delivery, the customer shall return the defective item to us in accordance with the statutory provisions. Subsequent performance shall include neither the removal of the defective item nor its reinstallation if we were originally not obliged to install it.
(3) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any dismantling and installation costs, in accordance with the statutory provisions, if a defect actually exists and insofar as the expenses are not increased by the fact that the object of sale was brought to a place other than the place of performance. Otherwise, we shall be entitled to demand reimbursement from the customer for the costs incurred as a result of the unjustified request to remedy the defect (in particular testing and transport costs), unless the customer was unable to recognize the lack of defectiveness.
(4) Warranty claims shall become statute-barred twelve months after transfer of risk.
§ 10 Liability
(1) In the event of intent or gross negligence on the part of health complete or its vicarious agents, health complete shall be liable in accordance with the statutory provisions; the same shall apply in the event of breach of material contractual obligations. Insofar as the breach of contract is not based on intent, health complete's liability for damages shall be limited to the foreseeable, typically occurring damage.
(2) Liability for culpable injury to life, limb or health and liability under the Product Liability Act shall remain unaffected.
(3) Unless otherwise expressly regulated above, our liability shall be limited to the excluded.
§ 11 Commissioning, assembly
If assembly (2 health complete employees) and/or commissioning (1 health complete employee) by health complete has been agreed, an employee must be provided by the customer for support as well as material for adjustment and for the test run of the delivery item.
§ 12 Applicable Law, Jurisdiction, Partial Invalidity
(1) These GCS and the entire legal relationship between the customer and us shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance shall be the registered office of health complete, unless otherwise agreed.
(3) In our favour, the place of business is the place of jurisdiction for all disputes arising from the contractual relationship. However, we can also choose another place of jurisdiction.
(4) Should a provision in these terms and conditions be or become invalid, this shall not affect the validity of all other provisions and agreements between health complete and the customer.