General Terms and Conditions of Vimecon GmbH
1. Scope of Application
The following terms and conditions apply exclusively to the trade relations with our customers unless otherwise stipulated in writing. The customer’s terms and conditions that have not been explicitly accepted are ineffective even if they have not been contradicted in a given case. Ordering our products is deemed acceptance of these General Terms and Conditions. Side agreements and amendments are only valid if they are confirmed in writing by VIMECON.
2. Offer and Conclusion of a Contract
2.1. Offers are, unless explicitly agreed to be binding, without engagement and non-binding.
2.2. A contract is concluded only if we confirm the customer’s written or telephonic order by sending a written acceptance.
3. Delivery Dates and Periods
3.1. If unpredictable events occur, such as force majeure, delivery or transport delays or industrial action, then VIMECON is released, unless VIMECON is responsible for the event, for the duration of the event, from its duty to deliver within the set period.
3.2. Delivery periods are extended for the duration of the disruption. If the disruption lasts for more than two months, each of the parties may revoke the contract. The customer is not entitled to claim damages in this respect.
3.3. In case of a default in taking delivery on the part of the customer, or if the customer is otherwise responsible for a delivery delay, VIMECON may store the products at the risk and cost of the customer. After having fixed a final deadline for the acceptance of the products and after the expiration of this deadline, VIMECON has the right to revoke the contract.
4.1. Deliveries and services that are not included in the offer will be charged separately.
4.2. If our suppliers’ prices or our production costs that have a direct or indirect effect on our deliveries change between the conclusion of the contract and the delivery date, we are entitled to adapt our prices accordingly.
4.3. All indicated prices are net, in Euros and refer to deliveries ex works. Forwarding, delivery and insurance costs are charged separately and are carried by the customer, unless otherwise agreed.
4.4. The customer bears the amount of value added tax required by law on the day of the delivery.
5. Payment Terms
Invoices become due for payment without any deductions and within 30 days after the date of invoice. VIMECON reserves the right to demand that the invoice amount is paid before the delivery of the products.
6. Passing of Risk
The risk of the VIMECON products passes to the customer as soon as the products that are to be delivered are handed over to the person carrying out the transport, or as soon as they have left VIMECON’s warehouse for dispatching. This is also the case if it has been agreed that the transport is at no charge to the customer.
7. Warranty Claims (Statutory Warranty)
7.1. Our liability extends to the faultlessness of our products that corresponds to the state of the art at the time of delivery.
7.2. The customer is obliged to promptly examine the product on arrival. Apparent defects are to be reported to us promptly on arrival via the emergency telephone number +49 2407 555 99 0 or, if the defect only becomes apparent later, it is to be reported in writing promptly after the discovery. If this does not happen, the product is deemed approved.
7.3. Our statutory liability for defects comprises, at our choice, remedying the defect or supplying a replacement. The customer must immediately give us the opportunity necessary to provide cure, otherwise we are exempt from the liability for the consequences resulting thereof. Only in urgent cases, especially when preventing excessively high loss, the customer may, after reaching an understanding with us, remedy the defect himself or have it remedied by third parties and demand reimbursement of the necessary expenses. In any event, the customer must return the replaced parts to us.
7.4. If the cure has failed, the customer is entitled to reduce the consideration or revoke the contract.
7.5. The warranty claims become unenforceable due to lapse of time one year after delivery.
8. Liability (Damages)
8.1. We are liable according to the statutory regulations, yet our liability for damage is limited as follows:
a. In case of an ordinarily negligent breach of duty, we are only liable for damage from injury to life, body or health.
b. In case of an intentional breach of duty by ordinary persons whom we use to perform our obligations, in case of a grossly negligent breach of duty by the legal representatives, employees or persons whom we use to perform our obligations, we are only liable for the predictable, typically occurring damage. The limitation does not apply to damage from injury to life, body or health.
c. In case of a breach of essential duties, we are, in deviation from subparagraph a.), also liable for ordinary negligence, but limited as set out in subparagraph b.). A duty is considered essential if it is only the performance of this duty that actually enables the proper implementation of the contract and if the other party to the contract may regularly trust in the adherence to the duty.
d. Nothing in these General Terms and Conditions shall affect the imperative provisions of the German Product Liability Act (Produkthaftungsgesetz) and the liability in case of a guarantee. In the event of any other breach of duty, especially fault in the course of contracting, default or tort, we do not undertake any liability that is more extensive than stated before.
8.2. The liability of our legal representatives, managerial employees and ordinary staff members is not more extensive than ours.
9. Cooperation and Information Duties
9.1. The customer must make sure that all information on the delivered products and their users that is necessary to comply with present and future statutory regulations is always available to VIMECON.
9.2. In order to observe these duties, the customer informs VIMECON promptly, without delay and at all times, i.e. 24 hours a day and 7 days a week, via the above-mentioned emergency telephone number, about all product risks and/or malfunctions that become known to the customer.
9.3. VIMECON is to be notified promptly, without delay and at all times, i.e. 24 hours a day and 7 days a week, via the above-mentioned emergency telephone number, of events that have led to the death of a patient, user or third party.
9.4. Furthermore, the customer ensures, especially when selling on the delivered products, that he complies with the statutory regulations incumbent on him.
10. Retention of Title
The delivered goods remain property of VIMECON until the purchase price is paid in full.
11. Written Form
Verbal side agreements and guarantees given by staff members of VIMECON need to be confirmed in writing in order to become valid.
12. Final Provisions
12.1. Only the law of the Federal Republic of Germany shall apply.
12.2. The place of performance is Herzogenrath (Germany).
12.3. If the customer is a business, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Aachen (Germany).
12.4. Should one or more provisions of these General Terms and Conditions be or become void, ineffective or voidable, then this does not affect the validity of all other provisions or agreements. The contracting parties commit themselves to substitute the ineffective provision for a provision that comes closest to the commercial purpose of the contract while appropriately considering the mutual interests. This shall respectively apply for loopholes that need to be closed.