general terms and conditions
The following general terms and conditions (GTaC) apply to all sales transactions and deliveries of the companies acurata GmbH & Co. KGaA (referred to below as 'acurata') only, even if the order placed by the purchaser is made using remote communications media, or if they are not expressly agreed to again during future business transactions. These GTaC also apply if the purchaser should issue different conditions. Other conditions provided by the purchaser do not from part of the contract even if acurata does not expressly contradict them.
1. Offers, Conclusion of Contract
All offers from acurata are non-binding. For the acceptance of the contract and the scope of supply, solely the signature of the purchaser on the order from is authoritative. In the event of contracts involving the use of telecommunications media, the acceptance occurs orally or is implied through the issuing of the goods.
a) The price that is stated in the current acurata price list applies to all products. All of the acurata prices are subject to value added tax at the corresponding legal rate and are valid as of the acurata head office in Thurmansbang.
b) Packaging and delivery costs (e.g. postage, freight) are not included in the acurata prices. Possible additional deliveries triggered by acurata are free of charge.
c) In the event of deliveries abroad, the costs that accrue to acurata (e.g. for customs documents) are charged to the customer.
d) acurata reserves the right to specify minimum order amounts for certain products and/or to charge a minimum quantity surcharge.
3. Payment and Settlement
a) The acurata invoices are payable within 30 days subsequent to the date of invoice without deduction of a discount. For payments that arrive at acurata within 14 days subsequent to the date of invoice, a discount totalling 2% of the gross sum of the invoice is, however, granted. If the purchaser signs a debit declaration to the benefit of acurata, a discount totalling 3% of the gross sum of the invoice will be granted. The sum of the invoice will be debited from the acurata bank account within 10 days subsequent to the issuing of the invoice.
b) Payments by bank transfer are viewed as being complete when the sum has been finally credited to an acurata account. In the event of delay, in addition to the sum of the invoice, penalty interest rates totalling 8 percentage points per annum over and above the basic rate of interests are to be paid to acurata, and the purchaser is provided notification that an instance of damage has not occurred or has only occurred to a limited amount. The assertion of additional damage (e.g. reminder costs) by acurata remains unaffected by this regulation.
c) With new customers, deliveries abroad only occur against prepayment.
d) acurata is authorized to offset payments against all receivables which it is owed by the purchaser, and against all receivables which the purchaser, irrespective of the legal reason, is owed by acurata. The purchaser is not permitted to offset with counterclaims unless the receivables which form the basis of the offsetting are either uncontested or determined with legal validity.
4. Delivery and Shipment
a) Orders are generally processed by acurata on the day they arrive at acurata and are normally issued for shipment or delivery on the same day. There are no delivery dates or fixed deadlines, however.
b) In the event of the shipment of goods, the delivery service of acurata including acceptance by the first freight forwarded, generally the Post or another package service, is fulfilled. This means that the purchaser is liable for the transport risk.
5. Reservation of Title
a) All of the delivered goods remain the property of acurata until the complete payment by the purchaser. The resale of acurata goods that are delivered under reservation of title is only permitted if this has been expressly agreed upon with the contractual partner.
b) In the event of resale by the purchaser, the purchaser cedes to acurata all of the claims that result from the resale of the goods subject to reservation of title, including all ancillary rights and security rights including cheques and bills of exchange in advance, in order to secure all the claims of acurata against the purchaser arising from their business relationship. If goods subject to reservation of title are sold together with other items at an overall price, the assignment shall be limited to the pro-rata amount of acurata's invoice for the good subject to reservation of title that is included in the sale. As long as the purchaser fullfils their payment obligations on time, they are entitled to collect the claims arising from any resale themselves.
c) The costs that result from an assertion of the rights from the reservation of ownership in the event of a delay of payment are to be borne by the purchaser.
6. Customer Returns
All goods delivered by acurata can be either returned or exchanged within 14 days subsequent to delivery as long as they are in their original packaging, in a flawless, re-saleable condition and enclosed with their receipt. This does not include specially procured goods or special products. The purchaser covers the cost of any returns unless acurata has expressly recalled the goods.
7. Notification of Defects and Guarantee
a) Obvious defects to goods delivered by acurata are to be notified to acurata by the customer in writing within a cut-off period of 14 days subsequent to the receipt of the goods. Otherwise, the goods are viewed as having been accepted by the purchaser.
b) Notice of any non-apparent defects is to be provided to acurata in writing by the customer within a cut-off period of 14 days subsequent to their discovery.
c) The legal period of guarantee for acurata products totals two years and starts with the handover of the goods to the purchaser. Acurata does not grant a quality or durability guarantee that extends beyond the legal period of guarantee.
d) Initially, guarantee claims are limited to supplementary performance. In the event of the failure to provide supplementary performance, the customer is able to freely choose between withdrawing from the purchase contact or discount to the purchase price.
e) Excluded from all guarantees are damage to acurata products which is attributable to natural wear, improper use or insufficient or incorrect care and maintenance.
8. Force Majeure
Events of force majeure - also within default - authorize acurata to delay the delivery for the duration of the handicap and an appropriate starting time, or to withdraw either in part or whole from the contract due to the as yet unfulfilled part. Strikes, lock-outs, mobilisation, war, blockades, export and import bans, lack of raw materials and fuel, fire, traffic stoppages, interruptions to operations or transport and other circumstances beyond the control of acurata are all deemed to be circumstances of force majeure which render delivery by acurata either difficult or impossible. In as far as it is possible acurata will inform the purchaser of an event of force majeure with immediate effect.
9. Limitation of Liability
a) acurata is only responsible for granting compensation - irrespective of the legal reason - in the event of intent or grossly negligent breaches of duty. Liability for damages arising from injury to life, body or health remains unaffected.
b) In the event of the resale of acurata products by a seller, acurata is not responsible for the infringement of any professional obligations pursuant to the German Medicinal Products Law (Medizinproduktegesetz / MPG) which are infringed by the resale. Liability within this context is exclusively assumed by the person(s) who resell the acurata products, unless professional obligations according to the MPG were infringed by acurata.
c) Similarly, acurata is not responsible for a person engaging in the unauthorised resale of medicinal products that are manufactured or delivered by acurata, in the context of which professional obligations of the MPG are infringed or medicinal products originally manufactured by acurata are sold in an amended form.
Reprints from acurata catalogues and/or the use of acurata internet pages is, even in the form of experts, not permitted without the prior written permission acurata.
Acrurata owns all of the certification which is required for the sale of its products.
12. Place of Performance and Legal Venue
a) The place of performance for all acurata sales-related transactions is the company head office in Thurmansband. b) The legal venue for all disputes resulting from the sales transactions that occur between the parties is Passau, in as far as the purchaser is a merchant in terms of the German Commercial Code (HGB), a legal person of public law or constitutes a special public fund as governed by public law. Irrespective of this, acurata has the right to sue the purchaser at the location of their company or their residency.
13. Applicable Law
The substantive law of the Federal Republic of Germany (e.g. BGB, HGB) applies to all of the acurata business connections, including all legal relationships with foreign customers. The application of the regulations of the UN convention concerning contracts pertaining to the international sale of goods (CISG) of 11th April 1980 is expressly excluded within the context of business with foreign customers.
14. Legal Consequences in the Event of Invalidity
If any individual clauses or provisions of theses GtaC should be or become ineffective, either in whole or in part, the effectiveness of the remaining conditions as well as the whole of the legal transaction remains unaffected.
The purchaser declares their agreement with these conditions with the issuing of the order.