1. Offer and Contract Conclusion
1.1. Our offers are non-binding and free of any obligation. Declarations of acceptance and all orders require our written confirmation in order to be legally valid. This also applies to amendments, modifications and supplemental agreements. Quantities listed as “ex stock” are subject to prior sale.
1.2. A contract will only be considered as having been concluded upon granting of our written order confirmation or upon delivery. Solely our order confirmation is authoritative for the subject matter of the contract. All agreements that were made between us and the buyer for the purpose of executing this contract are stipulated in writing in this contract.
1.3. Our information regarding the object of delivery or service (e.g., weights, dimensions, practical values, tolerances and technical data) as well as our illustrations of the same (e.g., drawings, graphics) are only indicative values, unless usability requires precise conformity for the contractually intended purpose. Our information and illustrations are not constituent elements but rather descriptions or designations of the delivery or service. Standard deviations and deviations that result from legal requirements or that represent technical improvements, as well as the replacement of components by comparable parts, are permitted to the extent that this does not negatively impact usability for the contractually intended purpose.
1.4. We retain the intellectual property rights to all graphics, drawings, calculations and other documents. This also applies to written documents that are designated as “confidential”. The buyer requires our express written consent to forward these documents to third parties.
1.5. If contracts subject to confirmation in writing or via electronic communication are concluded, then the content of our confirmation letter is authoritative, unless the recipient immediately objects to this.
2. Prices and Payment Terms
2.1. Our prices are in EURO, excluding the legal value added tax (VAT), ex works (EXW Incoterms® in its respective current version). If the order value is less than EUR 250.00 (before VAT), we reserve the right to reject such order unless the buyer maintains a regular account with a turnover exceeding EUR 20,000 annually with us.
2.2. In the absence of special agreements, payment is due immediately. However, we retain the right to request an acceptable pre-payment at any time.
2.3. If the buyer is in default of payment for more than four weeks for receivables that comprise at least 20% of our receivables from the buyer, then we retain the right to declare all receivables that are based on the same legal relationship due immediately. If, after contract conclusion, we become aware of circumstances that could significantly decrease the buyer’s creditworthiness and which endanger the payment of our open receivables by the buyer from the respective contractual relationship (including from other individual orders to which the same framework contract applies), then we are entitled to only make outstanding deliveries or render outstanding services against prepayment or collateral security. In addition, we retain the right to the prior sale of goods that were made available upon demand. This will not affect further legal rights.
2.4. In the event of a default of payment, we are entitled to charge interest on late payments in the amount of 8% p.a. higher than the respective prime lending rate according to § 288, Section 2 BGB (German Civil Code). The debtor will be in default when he or she does not remit payment after having received our reminder, which will be sent after the purchase price becomes due. Irrespective of this, the debtor will be in default if he or she does not pay by the calendar date that is stipulated in the contract. The legal regulation according to which the debtor is also automatically in default 30 days after an invoice is due remains unaffected. In addition, after a default, EUR 10.00 will be charged per reminder, unless higher costs have been incurred. “Due date” respectively “last date of payment” is referring to the payment being credited to the account of RUDOLF Medical and available to RUDOLF Medical. Initiating a payment to the due date does not fulfill the contractual duty.
2.5. Prepayments and Collateral Security: If, after contract conclusion, the buyer experiences a significant deterioration of his financial circumstances or if there are justified doubts about the buyer’s willingness to pay, then we are entitled to demand either prepayments or collateral security (buyer’s choice) for the buyer’s deliveries.
2.6. We may require a prepayment or collateral from buyers who are unknown to us as well as for custom-made products.
2.7. Offsetting by the buyer is permitted solely in connection with unchallenged and legally binding claims. Counterclaims that have a reciprocal (synallagmatic) relationship to our claim are excepted from this exclusion of set-off.
2.8. Each contracting party will bear the bank fees that they incur. All of the costs associated with the security for payment (e.g. bank credits, L/C costs) will be passed on to the buyer.
2.9. We reserve the right, prior to delivery of the products, to change prices accordingly (providing written notification) if changes occur (= cost increases and cost decreases) to raw material costs or other production costs following conclusion of the contract. We will provide evidence for any cost increases upon the buyer’s request. The customer can reject the price change in writing within five (5) working days of delivery of the notification. We are then entitled to choose whether to deliver the products to the customer at the previously agreed price or to terminate the contract, with regard to the outstanding delivery quantities, in writing and with immediate effect.
3. Delivery Dates
3.1. Delivery dates are based on the agreements agreed upon in individual cases. The delivery dates are non-binding. The delivery date will only be binding if it has been expressly agreed upon in writing. A delivery date has been met if the item for delivery has been handed off for transport or readiness for shipment has been established and communicated. Delivery timescales and dates are valid subject to us receiving correct and punctual deliveries from our own suppliers. Regardless of fault we shall not assume any procurement risk unless this is expressly agreed upon.
3.2. If the delivery is delayed due to circumstances that are not caused by us, then the delivery date will be extended by the duration of the impediment. This applies in particular to disruptions in operations that are not caused by us or our suppliers, e.g. interventions by authorities as well as acts of nature. If a binding delivery date is delayed due to such an impediment by more than three months and it is not foreseeable that the delivery difficulty will be remedied by the end of another four weeks' time, then both parties are entitled to withdraw from the contract.
3.3. If the buyer is in default of acceptance, then we are entitled to demand compensation for any additional expenditure, including the usual storage costs even when storing the goods in our facility, for the duration of the delay. We are also entitled, after expiration of a reasonable grace period for acceptance, to otherwise dispose of the delivery item and to redeliver to the buyer within an acceptable time frame. The right to assert any further claims shall remain reserved.
4. Delivery, Packaging
4.1. Delivery occurs at the expense and risk of the buyer. Any and all transport damage can only be claimed with the deliverer (post office, railroad, freight forwarder, etc.).
4.2. The risk transfers to the buyer as soon as the shipment has been transferred to the company carrying out the transport or has left our warehouse for the purpose of shipment. If shipment becomes impossible through no fault of our own, then the risk is transferred to the buyer upon notification of readiness for shipment. The buyer is free to designate a freight forwarder. If no freight forwarder has been designated for the transport by the buyer, then we are entitled to commission the freight forwarder that works for us. Should our freight forwarder’s freight costs be higher than those of other freight forwarders, then the buyer will have to bear these costs.
4.3. If the buyer does not provide specific shipping instructions, then we are entitled to ship the goods in the best manner at our dutiful discretion.
4.4. Upon the written request of the buyer, we will insure the shipment at the buyer’s expense and risk against theft, breakage, transport-damage, fire and water damage and other insurable risks.
4.5. Partial deliveries are permitted unless this is expressly objected to by the buyer at order placement. Each partial delivery is subject to these general business terms and conditions and permits neither discounts nor payment deferrals.
5. Retention of Title
5.1. The goods delivered by us will remain our property until fulfillment of all requirements stemming from the entire business relationship with the buyer.
5.2. The buyer is obligated to separately store and designate the goods that are subject to our retention of title. The buyer will insure the goods that are subject to our retention of title against fire, water damage, burglary and theft at his own expense. The insurance policy must be made available to us by the buyer for review if we request this. The buyer will not make any claims against the insurance company in advanced by way security to us.
5.3. The buyer must immediately inform us in the event of a third-party’s access to goods that are subject to our retention of title. The buyer will bear all costs arising from the rescindment of this access and to the restocking of the goods we delivered.
5.4. The buyer is entitled to sell goods that are subject to our retention of title over the regular course of business dealings provided that he is not in default of payment and that he has not concluded a prohibition of assignment with his customer. Pledging and transfer by way of security are not permitted. The buyer assigns all claims to receivables stemming from resale to us as of now and in their full scope by way of security. The buyer will remain authorized to collect these receivables even after the assignment. Our right to collect the receivables ourselves will remain unaffected by this. However, we are obligated not to collect the receivables as long as the buyer has not been in default of payment for at least one week, no application to initiate insolvency proceedings has been submitted and no stoppage of payment is in place. However, if this is the case and if our security interests are at risk due to this, then we can demand that the buyer discloses the assigned receivables and their debtors, gives us all the information necessary for collection, provides us with the associated documents and communicates the assignment to the debtors (third parties). We are entitled to notify third parties of the assignment ourselves.