1 Scope of application, conclusion of contract, written form
(1) These Terms and Conditions of Sale and Delivery shall apply to all contracts of CRS medical GmbH, Loherstraße 6, 35614 Asslar ("CRS"), which CRS concludes with entrepreneurs ("Customer") within the scope of its sales business for movable goods. Entrepreneurs within the meaning of these GTC are always legal entities and special funds under public law as well as any natural person or partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.
(2) The version valid at the time the contract is concluded shall apply. These GTC shall also apply to future business relationships without CRS having to refer to them again. If the customer uses conflicting or supplementary General Terms and Conditions, their validity is hereby objected to; they shall only become part of the contract if CRS expressly agrees to them. Individual agreements shall always take precedence.
(3) Customer orders are not to be qualified as offers, but merely as inquiries. The contract is only concluded when CRS submits an offer on business paper and the customer confirms the order at least in text form.
(4) Amendments or changes to these GTC or the underlying contract must always be made in writing; this also applies to a waiver of the written form requirement. However, managing directors and authorized signatories of CRS may make verbal additions or agreements.
2 Prices, terms of payment, offsetting
(1) All prices quoted are net prices in euros plus the applicable statutory value added tax and do not include packaging and shipping ex works. For orders from abroad, advance payment or letter of credit shall be deemed agreed. CRS shall not be liable for any customs duties, fees and charges that may be incurred for deliveries abroad.
(2) CRS is entitled to increase the price stated in the offer to cover costs if the prime costs for the service offered increase by at least 15% between conclusion of the contract and delivery and CRS could neither foresee this increase nor is responsible for it.
(3) Payment terms and discounts shall be specified in the respective offer. Payment shall only be deemed to have been made when CRS can dispose of the amount. Bills of exchange or checks shall only be accepted by agreement and only on account of performance and shall only be deemed payment after they have been honored. Discount and collection charges shall be borne by the customer.
(4) The customer shall only be entitled to set-off if its counterclaims have been recognized in writing by CRS or have been legally established. The customer is only authorized to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
3 Terms of delivery
(1) Partial deliveries are deemed to be independent deliveries for payment obligations, transfer of risk and warranty obligations and are permissible insofar as reasonable for the customer.
(2) CRS may determine the type of shipment, the shipping route and the companies commissioned with the shipment at its own discretion, unless otherwise agreed in individual contracts.
(3) The customer shall bear the costs of any transportation insurance taken out at the customer's request.
(4) Specified delivery times are subject to timely delivery. The delivery period shall therefore be extended in the event of unforeseeable events (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, or the failure of suppliers to deliver or to deliver correctly or on time) in accordance with the duration of such measures or obstacles plus a reasonable start-up period, unless CRS is responsible for them.
(5) Furthermore, the agreed delivery time shall be extended by a reasonable period of time in cases where the customer does not fulfill its obligations to cooperate.
4 Transfer of risk, default of acceptance
(1) The risk of accidental loss or accidental deterioration of the delivery item shall pass to the customer when the goods are handed over to the forwarding agent, carrier or other third party designated to carry out the shipment. Handover here means the start of the loading process.
(2) If the customer is in default of acceptance, the risk shall pass to him at this point in time at the latest.
5 Retention of title, assignment by way of security
(1) CRS retains title to the respective subject matter of the contract until full payment of all claims arising from the contract, including ancillary claims (e.g. interest, etc.).
(2) The customer shall notify CRS immediately in writing or electronically (e-mail, fax, post) in the event of seizure or other interventions by third parties in the property of CRS.
(3) The customer is entitled to resell the goods in the ordinary course of business. However, he hereby assigns to CRS all claims against his buyer or third parties arising from the resale in the amount of the final invoice amount. CRS accepts the assignment. However, the customer remains authorized to collect this claim. CRS's own right to collect the claim remains unaffected by this. However, CRS undertakes not to collect the claim itself as long as the customer properly fulfills its payment obligations and is not in default of payment. If this is the case, however, CRS may demand that the customer provides all information necessary for collection, hands over the relevant documents and informs its debtor of the assignment.
6 Quality
(1) The agreed quality shall be governed exclusively by the individual contractual agreements between CRS and the customer.
(2) Advertising statements, brochures or information from third parties shall only become part of the agreed quality if CRS expressly adopts them as its own in the individual contractual agreements.
(3) If an item is no longer available, CRS is entitled to supply a replacement of equivalent quality and price, insofar as this is reasonable for the customer. CRS reserves the right to make design and shape changes due to improved technology or changes in the law during the delivery period and these shall not constitute a defect.
7 Warranty
The warranty is provided in accordance with the statutory provisions, unless otherwise stated in this section.
(1) Notices of defects within the meaning of § 377 HGB must be made in writing to CRS.
(2) Subsequent performance shall be deemed to have failed at the earliest after the second unsuccessful attempt, unless further attempts at subsequent performance are appropriate and reasonable for the customer due to the delivery item.
(3) The customer is responsible for backing up any data prior to subsequent performance; CRS assumes no liability for any loss of data in this respect.
(4) Any further liability for material defects is excluded unless these have been fraudulently concealed by CRS or CRS has assumed a written guarantee for the quality of the item. The customer's right to assert claims for damages on other legal grounds remains unaffected by this, subject to Clause 9.
(5) The warranty shall not apply if the customer or a third party improperly repairs the delivery item without the consent of CRS. The same applies to damage caused by improper actions of the customer or third parties during assembly, connection, operation or storage of the goods. The customer can find information on the proper handling of the goods in the product descriptions.
(6) The customer's claims for defects shall expire one year after the transfer of risk.
8. duty to inform in the event of transport damage
If goods are delivered with obvious damage to the packaging or contents, the customer must immediately complain to the carrier/freight service without prejudice to his warranty rights (Section 7.) and also immediately inform CRS of this in writing or electronically (e-mail, fax, post) so that CRS can protect any rights against the transport company.
9 Liability
(1) The contracting parties shall only be liable to each other for damages typical of the contract, regardless of the legal grounds, which are based on a breach of obligations, the breach of which jeopardizes the achievement of the purpose of the contract or the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer regularly relies.
(2) This shall not apply in the event of injury to life, limb or health or in the event of damage caused by gross negligence, intent or fraudulent concealment. Liability following the assumption of a guarantee and under the Product Liability Act shall remain unaffected.
(3) If the liability of CRS is excluded or limited, this shall also apply to the personal liability of employees, representatives and vicarious agents of CRS.
10 Copyright, patents
(1) CRS retains the copyright to all illustrations, drawings, calculations and other documents. They may not be passed on or disclosed to third parties without the written consent of CRS. CRS is entitled at any time to apply for its own patents or industrial property rights for developments or other products and designs.
(2) Documents within the meaning of paragraph (1) which are not executed or required shall be returned immediately upon request by CRS.
11. data protection
Our privacy policy is available at www.crs-medical.de/datenschutz.
12 Place of jurisdiction, applicable law, contractual language and severability clause
(1) The place of jurisdiction for all disputes relating to this legal relationship shall be exclusively the registered office of CRS.
(2) The law of the Federal Republic of Germany shall apply. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
(3) The contract language is German. Only the German version of these Terms and Conditions of Sale and Delivery shall be legally binding, also for the purposes of interpretation. Any versions translated into foreign languages shall only serve to facilitate negotiations.
(4) If individual provisions of these Terms and Conditions of Sale and Delivery are invalid, the remaining provisions shall remain valid.