General terms and conditions of the company Medxray eK
'1 General: These terms of delivery and payment are part of all offers, order confirmations and all contracts for the delivery of goods by Medxray eK. Deviating agreements and terms and conditions are only binding if they are confirmed in writing by Medxray eK. With the acceptance of deliveries or partial deliveries, these were recognized.
'2 Offers and prices: Offers from Medxray eK are non-binding. Illustrations, drawings, dimensions, measured values are approximate values and do not represent any special assurance of properties. Minor deviations from the description of the offer are considered approved and do not affect the fulfillment of the contract. This applies in order to take into account the technical progress in hardware and software and if there is no deterioration for the customer compared to the offer. The prices are net prices in euros and do not include VAT. These are calculated separately at the legally applicable rate. The prices are ex warehouse without installation, instruction, packaging, freight costs and insurance.
3 Delivery, delay and impossibility: Delivery times are only binding if they have been confirmed in writing by Medxray eK. The delivery deadline is met if the goods were dispatched by Medxray eK within the deadline. If the company Medxray eK is in default of delivery and the client sets a grace period of at least 14 days, and if this is not met by the company Medxray eK, the client can withdraw from the contract, excluding further rights. This period is extended by a reasonable period of time if force majeure such as fire, storm, water, strike, lockouts, traffic disruptions, war, customs obstacles at Medxray eK or sub-suppliers. E.g. from aircraft. If the named circumstances make the delivery impossible or unreasonable, the company Medxray eK is released from the delivery obligation. For deliveries from Medxray eK, the place of performance is the location of Medxray eK. When the goods are handed over to the post office or another carrier, the risk is transferred to the buyer. If the buyer defaults on acceptance, Medxray eK can store the goods at the buyer's expense. If the buyer does not accept the goods to be delivered after a grace period set for him, the company Medxray eK can refuse to fulfill the contract and claim the actual damage including any additional expenses as compensation. We reserve the right to make further claims.
4 Terms of payment: Invoices for services rendered are to be paid in cash within 8 days, without any deductions, in the case of deliveries of medical systems, 50% of the agreed purchase price is to be paid in cash or bank transfer by the client on the day of the order before installation, The goods are only delivered when the deposit has been paid and when Medxray eK can dispose of it. Unless otherwise agreed in writing, invoices for deliveries of goods are to be paid within 10 days without any deduction. Payments can only be accepted by persons expressly authorized to do so. The payment of the claims has only been made when Medxray eK can dispose of them. If the client is in default with his payments in whole or in part, he has to pay interest on arrears of 6% annually above the respective discount rate of the Deutsche Bundesbank, without prejudice to all other rights of the supplier. Default occurs without a reminder. Offsetting or retention can only take place if counterclaims are legally binding or undisputed.
5 Retention of title: The goods remain the property of the supplier until all claims to which he is entitled against the customer / buyer have been met (goods subject to retention of title), even if the individual goods have been paid for. Pledging or assignment by way of security is not permitted. If the customer does not meet his payment obligations in whole or in part within 10 days after the due date, if he does not cash any checks, there is over-indebtedness or payment default
or if an application for settlement or bankruptcy has been filed, the supplier is entitled to take possession of the goods subject to retention of title immediately. The purchaser grants the supplier or his agent access to all of his business premises during business hours. The request to surrender or take possession of the contract does not constitute a withdrawal from the contract. Medxray eK is entitled to dispose of the goods subject to retention of title with the care of a prudent businessman and to settle the outstanding claims from the proceeds.
'6 Warranty, limitation of liability: The warranty obligation is assumed for demonstrable manufacturing and material defects, including properties warranted in writing, from the date of delivery. The guarantee for systems installed by Medxray eK is only granted if the maintenance work prescribed by the manufacturer can be carried out (at least twice a year). The buyer undertakes to adhere to the agreed maintenance dates and to guarantee Medxray eK free access to the respective systems. If the buyer refuses to adhere to the maintenance dates, the warranty obligation expires with immediate effect. Any defects must be reported to Medxray eK immediately and in writing. Medxray eK undertakes to repair defects free of charge within the warranty period after the transfer of risk, to deliver replacements or to reimburse the purchase price. If a replacement / bridging device is delivered by Medxray eK within the warranty period, the transport costs will be borne by the customer. The warranty obligation expires if obvious defects are not reported in writing within 14 days; the goods have suffered from improper handling and storage or if they have been improperly modified or repaired without the consent of Medxray eK. If the customer is a merchant, notices of defects do not affect the due date of the purchase price. If the customer sells the delivered goods (hardware & software), the customer is liable for the warranty. If the customer purchases several devices or a system consisting of several devices with or without software in a contract, it is agreed upon placing the order that a claim for reduction or conversion only applies to the individual part, device or respective software affected by defects. If the operating and maintenance instructions are not followed, changes are made by the buyer or parts are exchanged, or if consumables are used that do not correspond to the original specifications, all claims or rights are void; unless the defect is not attributable to it. If the customer is granted a warranty period that goes beyond the statutory period, he cannot derive any claim to replacement, rescission or compensation from this. Claims and rights of the buyer due to defects are limited exclusively to supplementary performance. Should this fail, the buyer can reduce the price or withdraw from the contract. If no defects are found in the delivery items, the customer bears the inspection costs. The customer is expressly advised of a daily data backup to avoid data loss. According to the current state of the art, original data carriers can also be infected with viruses. We deliver the products with a corresponding duty of care. If software infected with viruses is nevertheless delivered, Medxray eK is only liable in the event of gross negligence. In the case of delivery of original software (e.g. operating system software), the customer releases us from any liability: Claims and rights due to defects are only available to the direct buyer and are not transferable. Used devices sold by Medxray eK to full merchants are excluded from the warranty and guarantee. Further claims of the client against the company Medxray eK and its vicarious agents are excluded, in particular a claim for compensation for damage that did not occur on the goods themselves. Consequential damage incurred by the client or a third party, in particular those arising from negligence when concluding the contract, culpable breach of claims and negligently committed tortious acts are excluded. The disclaimer also extends to the loss of data, loss of income and orders and loss of use. This does not apply insofar as liability is mandatory in cases of intent, gross negligence or the lack of properties guaranteed in writing.
'7 Place of performance and jurisdiction. In the case of registered traders, the competent place of jurisdiction for the company headquarters of Medxray eK applies to deliveries, payments or disputes. The law of the Federal Republic of Germany. The provisions of the uniform sales law and the Uncitral sales law do not apply between Medxray eK and the customer.
'8 Other agreements and obligations of the contract: Should individual rules of these conditions be ineffective, this shall not affect the validity of the remaining regulations or the contract itself. This written form agreement can only be changed in writing. The customer agrees that the data obtained from the business relationship can be used by Medxray eK within the meaning of the Data Protection Act for its own business purposes, including within affiliated companies.