Article 1 General Provisions
1. The Seller’s deliveries, services and quotations shall be exclusively executed or rendered on the basis of these General Standard Terms and Conditions. They thus also apply to all future business relations even if they are not expressly agreed upon again.
2. Any deviations from these General Standard Terms and Conditions shall only be permissible in exceptional cases through express written acceptance by the Seller.
Article 2 Products
1. The Seller reserves the right to make technical changes to his products at all times without previous notification, insofar as the properties of the product are not basically modified or compatibility with other products in the production procedure concerned is not impaired.
2. The Seller reserves the right to discontinue the production and delivery of any individual products or replace such products with new products.
Article 3 Delivery
1. Should the production or delivery of any products ordered be impossible due to force majeure, a lack of deliveries to ourselves, labour disputes, engineering breakdown or similar obstructions, the Seller’s delivery commitments shall be suspended and the Seller shall be entitled to cancel such commitments in whole or in part.
2. The Seller shall grant the Purchaser the right to cancel the purchase contract if the date of delivery agreed upon is exceeded by a period of more than eight weeks. Any claims for damages for nonperformance shall be excluded. Extended liability pursuant to Section 287 of the BGB [German Civil Code] shall be excluded.
3. If any number of units which has been ordered in a firm manner by the Purchaser is not accepted to its full extent, the Seller shall be entitled to impose a mark-up for small-volume purchases.
4. As regards orders for items made to order, any cancellation by the Purchaser shall be excluded in principle. The Purchaser is liable to accept and to pay the goods.
5. The Seller shall be entitled to terminate the contract without notice if the Purchaser is in default with the payment of any earlier deliveries.
6. egger grants an unlimited right of return for 20 days - from the date of dispatch to the receipt of the goods - on all catalogue products for laboratory equipment. The right of return is granted under the condition that the articles returned are packed in the original packing, unused and do not show any signs of use. The right of return is excluded in the case of such articles, for which - also minor - price reductions, except cash discounts, have been granted. The right of return is also excluded for earmolds and articles which are not included in this catalogue, in particular for the products mentioned under point 4, as well as the following products: 3D-scanner, 3D-printer, CAD-CAM-Software, Thermal oven, Otoflash.
7. The sale, marketing and distribution of products which are subject to the Medical Devices Act, or to other export and import legislation in a country other than the country of destination, shall be prohibited without the prior written consent of the company egger.
Article 4 Prices, Terms of Payment
1. The prices indicated in the price list are ex place of shipment, excluding packaging, freight, insurance, customs duties and value added tax. From a net value of EUR 500.00 (with an individual invoice) delivery is effected without freight and packing costs free house or free German border for export deliveries.
2. The prices indicated in the current price list as effective for the time being shall be relevant to invoicing. Upon the publication of a new price list, all previous price lists shall become ineffective as of the effective date (status of new price list).
3. Any special costs in connection with payment, particularly bank charges and expenses, loss on exchange and the cost of transfer for payments in export, shall be borne by the Purchaser.
4. Unless indicated otherwise, any invoices shall be due for payment: Export sales: Within 30 days from invoice date net without any discount. For first order, delivery is made against advance payment.
5. Default in payment starts without further reminder on the day following the due date. Should the Purchaser be in arrears with any payment at any point in time agreed upon at the time of the purchase, all obligations to pay which the Purchaser may have vis-à-vis the Seller shall become due.
6. It is only permissible to retain or offset any payments with counterclaims of the Purchaser if undisputed and legally enforceable claims are involved.
Article 5 Shipment and Passage of Risk
1. Shipment shall be effected for the Purchaser’s own account and at the Purchaser’s risk.
2. The risk of loss is transferred to the Purchaser as soon as the Seller has initiated dispatch.
3. Any additional expense for a faster mode of shipment shall be at the Purchaser’s expense, even if the period of delivery is exceeded by a short time.
4. In the absence of any instructions by the Purchaser, packaging and shipment shall be effected at the best discretion; no packaging can be taken back.
5. The “Incoterms” as amended for the time being shall apply to the interpretation of international trade terms such as CIP, DAP etc.
6. The Seller shall be entitled, but not required, to insure deliveries in the name and for the account of the Purchaser.
Article 6 Warranty and Liability
1. If the delivery item is defective or if it fails to show any warranted qualities or if it becomes defective during the warranty period due to any defect in manufacturing or materials, the Seller, at its descretion, shall supply a substitute or perform rework, with the exclusion of any other warranty claims by the Purchaser, in particular, with the exclusion of any consequential damage incurred by the Purchaser. A maximum of three rework actions shall be permissible. Liability shall only be assumed to the amount of compensation effected. The return shipment of defective products shall require the Seller’s consent, otherwise the Purchaser shall bear the cost of return shipment. Defective products shall only be taken back in the condition delivered.
2. The details provided by such manufacturers shall apply to all products of third-party manufacturers which are delivered.
3. The warranty period is subject to legal requirements.
4. All parts exposed to normal consumption or wear and tear shall be excluded from warranty. This shall also apply to any damage incurred due to overload or improper handling.
5. Any notices of defects due to the number of units, quality or execution of products shall only be legally effective if the Seller is notified of such defects in writing immediately following the receipt of the products. Notices of defects shall be excluded in principle after a period of 8 days following the receipt of the products. Any shortages shall be compensated for through subsequent delivery or a credit note.
Article 7 Reservation of Title
1. The products delivered shall remain the Seller’s property, as conditional commodity, until the payment of the purchase price and the payment of all debts existing from the business relations (and any debts incurred in connection with the object sold). The transfer of individual debt items to an open account or the striking and confirmation of a balance shall not cancel the said reservation of title.
2. The Purchaser shall only be entitled and authorised to resell the said conditional commodity in the normal proper course of business and provided that any debts as defined in paragraph 3 shall be actually transferred to the Seller. The Seller shall not be entitled to effect any other dispositions with respect to the conditional commodity, particularly pledging or transfer of property by way of security.
3. If any conditional commodity is sold by the Purchaser alone or in conjunction with any commodity not owned by the Seller, the Purchaser shall now assign any debts arising from such resale to the amount of the value of the conditional commodity, including all secondary rights and rank before the rest; the Purchaser shall accept such assignment.
4. The Seller shall authorise the Purchaser, subject to revocation, to collect the debt assigned pursuant to paragraph 3. At the Seller’s request, the Purchaser shall name the debtor(s) with respect to the debt(s) assigned and shall also notify such debtor(s) of the assignment itself.
5. The right to resell and utilise and the authorisation to collect the debt assigned shall expire upon stoppage of payments, an application for commencement or actual commencement of bankruptcy proceedings, any judicial composition proceedings or voluntary settlement; the direct debit authorisation shall also expire in the event of any protest of a cheque or bill.
Article 8 Devices on Loan
1. Devices on loan can be provided, depending on availability, for free (e. g. in the case of repairs) for a certain period to be agreed upon. The device on loan must be returned in the original package. The customer assumes the costs and risk of transportation. The customer is responsible for the correct use of the device on loan. The customer is not entitled to hand the device on loan over to third parties outside his company. Any damage caused by the customer to the device on loan are invoiced to the customer.
Article 9 Conclusion of the Contract
1. Any offers contained in brochures, advertisements etc. shall be subject to change without notice and non-binding - also with respect to any prices stated.
2. Additional agreements, changes or supplements are only valid if they have been confirmed in writing by the Seller. The same applies to the representation of properties. Agreements concerning a waiver of the written form must also be made in writing.
Article 10 Place of Performance, Jurisdictional Venue and Partial Ineffectiveness
1. The place of performance for all rights and obligations arising from legal transactions entered into with the Seller shall be Kempten, Allgäu, for both parties. The place of jurisdiction for both parties is - insofar as legally permissible - Kempten, Allgäu.
2. Should any of the aforesaid provisions be or become ineffective, the effectiveness of the remaining provisions shall not be affected thereby.
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egger Otoplastik + Labortechnik GmbH, Aybühlweg 59, 87439 Kempten/Allgäu, www.eggeronline.com