General terms and coditions

GTC

§ 1 Scope of the General Terms and Conditions

(1) These General Terms and Conditions (GTC) are the exclusive basis of all agreements and offers. We do not accept other terms and conditions.
(2) All agreements, assurances or collateral contracts must be in writing.

§ 2 Offer and conclusion of contract

(1) The offers of a1 medical GmbH are always subject to change and non-binding. The contract is concluded with a written order confirmation by a1 medical GmbH. The invoice shall be deemed a confirmation in the case of an immediate delivery by a1 medical GmbH without prior order confirmation.
(2) Drawings and other illustrations, physical data such as size or weight, are binding only if this is expressly agreed upon in writing.
(3) If documents are provided to the other party, this party does not acquire any property rights, copyright or related rights. a1 medical GmbH is entitled to make such documents available to third parties to the extent that this is required for the performance of the contract or parts thereof. Should the property rights of third parties be interfered with due to documents ceded by the purchaser, the purchaser shall release a1 medical GmbH from any claims by third parties resulting thereof.

§ 3 Prices and terms of payment

(1) The prices of a1 medical GmbH are quoted ex works, without packaging, without freight, without VAT and without shipping insurance.
(2) Payment shall be made, unless expressly otherwise agreed, in advance by bank transfer. In the case of advance payment, a1 medical GmbH states the bank details in the order confirmation. The invoice amount is to be paid to the account within 10 days. A right of retention can be exercised by the contracting partner only if the claims result from the same contractual relationship.
(3) Payments will be offset in accordance with § 367 BGB, in all other cases to the oldest debt.
(4) In case of default, a1 medical GmbH is entitled to default interest of 8 percentage points above the base rate, unless a higher damage caused by default can be proven.
(5) The exercise of a set-off or a right of retention against the claims of a1 medical GmbH is excluded, unless the counter-claim or right of retention is undisputed or has been legally established.
(6) If the contracting partner is in default or if there are concrete indications of an impending insolvency, a1 medical GmbH is entitled to make the continuation of the fulfilment of current orders dependent on appropriate securities by the purchaser and, if the securities are not provided, to withdraw from the contract.

§ 4 Content of the contract, performance time and delivery

(1) In case of doubt, the content of the contract is determined by a1 medical GmbH’s order confirmation. Partial deliveries by a1 medical GmbH are permitted and may be charged separately if this does not result in disadvantages for the entire content of the contract.
(2) a1 medical GmbH is entitled to technical modifications regarding the contents of the order as far as these are based on the development of the product, changes in the manufacturing technology, regulatory compliance or similar reasons.
(3) The beginning of the delivery period presupposes that all necessary permits and approvals as well as documents to be provided by the purchaser and other things are available and that all technical issues have been fully clarified. The delivery period shall not begin before the order confirmation has been sent out. The delivery time is subject to the timely delivery of a1 medical GmbH and the fulfilment of the purchaser’s duty to cooperate.
(4) To comply with the delivery period, the dispatch or the provision of the delivery is sufficient.
(5) In the case of force majeure, a1 medical GmbH is exempt from the obligation of timely delivery. Force majeure also includes war, trade restrictions, strikes, lockouts, delays in the delivery of essential equipment or operational disruptions. In cases of force majeure, a1 medical GmbH is entitled either to extend the delivery period by the time of the existence of force majeure or to rescind the contract. This does not entitle the purchaser the right to compensation.
(6) If there is a delay in delivery for which a1 medical GmbH is responsible, the purchaser is entitled to set a1 medical GmbH a reasonable grace period in writing, pointing out that it will refuse to accept the delivery after the deadline. After futile expiration of the period, the purchaser is entitled to withdraw from the contract by written notice or, in case of intent or gross negligence, demand damages instead of performance. Any further compensation claims by the purchaser are excluded.
(7) Unless otherwise agreed, a1 medical GmbH delivers freight collect uninsured ex works according to the most current version of the Incoterms. In these cases, a1 medical GmbH determines the nature and scope of the packaging with the necessary care.
(8) The risk passes to the purchaser as soon as the consignment has been handed over to the carrier or has left the warehouse of a1 medical GmbH for the purpose of shipment.
(9) If the purchaser is responsible for the delay of shipment, the risk passes to him as soon as a1 medical GmbH declares readiness for dispatch.

§ 5 Default of acceptance, withdrawal from the purchaser

(1) If the purchaser withdrawals from the contract, a1 medical GmbH is entitled to claim 25% of the sale price as a lump-sum compensation for costs incurred and loss of profit. Proof of higher damages by a1 medical GmbH and proof of a lower damage by the purchaser are reserved.
(2) If the purchaser is in default of acceptance, a1 medical GmbH is entitled to charge 1% of the sales price per month or part thereof, a maximum of 5% of the sale price as storage costs. Proof of higher storage costs by a1 medical GmbH and proof of lower storage costs by the purchaser are reserved.
(3) The withdrawal of the purchaser from the contract is excluded in the case of customised models. This does not apply if the withdrawal is made due to a fault in the products.

§ 6 Retention of title

(1) a1 medical GmbH retains title to the delivered goods until full payment of all claims from the existing business relationship with the purchaser.
(2) The purchaser may resell or process the delivered goods. In this case, the purchaser shall assign all claims against third parties to a1 medical GmbH which arise from the resale or further processing. a1 medical GmbH accepts this assignment.
(3) The purchaser may continue to collect the assigned claims in its own name. A1 medical GmbH will not make a collection of the claim unless the purchaser does not meet its payment obligations, is in default, or if there is a request to open insolvency proceedings against its assets.
(4) In case of further processing and combination with other objects, A1 medical GmbH acquires co-ownership of the new item in the same proportion as that of the delivered goods in relation to the co-processed objects.
(5) On request by the purchaser, a1 medical GmbH shall partially release its security rights if the value of all security rights exceeds the secured claims by more than 20%.
(6) In the case of actual or legal access to the collateral property by a third party or in the case of damage or loss, the purchaser has to notify A1 medical GmbH in writing immediately.
(7) The purchaser shall treat the collateral property carefully and adequately insure it in the usual scope. Claims of the purchaser for insurance benefits shall be assigned to a1 medical GmbH in the amount of the value of the collateral property. a1 medical GmbH accepts this assignment.

§ 7 Defects, Liability

(1) If the delivered goods are defective, a1 medical GmbH is entitled to remedy the defect or replace the delivery at its own discretion. Supplementary performance shall count to have failed at the earliest after two unsuccessful remedy attempts, unless the supplementary performance is unacceptable to the purchaser. If the supplementary performance fails, the purchaser is entitled to price reduction, withdrawal or damages in lieu of performance.
(2) In the case of simple negligence, a1 medical GmbH’s liability for breach of duty is limited to those damages that are foreseeable and typically are associated with the specific business.
(3) Any further liability is limited to intent and gross negligence.
(4) This shall have no effect to the liability under the Product Liability Act and for culpable injury or killing of a person

§ 8 Warranty

(1) a1 medical GmbH grants the purchaser a lifetime warranty on all eye surgical instruments (reusable). The warranty only covers defects in materials and workmanship.
(2) In the case of complaint, the product concerned is to be made available to a1 medical GmbH for the purpose of examining whether this is a warranty claim.
(3) If it is a warranty case, a1 medical GmbH either performs a repair of the defect free of charge for the purchaser or replaces the delivery at its own discretion. If neither repair nor replacement is possible or economically feasible, a1 medical GmbH may instead reimburse the purchaser for the value of the goods.
(4) A warranty and the product-liability for any repair-service of foreign brand products is excluded.

§ 9 Acceptance, duties of inspection and notification of defects

(1) Any claims for defects by the purchaser are subject to proper compliance with the duties of inspection and notification of defects according to § 377 HGB. These obligations include in particular an immediate inspection of the delivered goods upon delivery or pick-up as well as the immediate written notification of defects. In the case of hidden defects, these must be reported immediately upon discovery.
(2) By making claims for defects, the purchaser is not entitled to the right of retention with respect to its payment obligations.

§ 10 Applicable law, place of jurisdiction

(1) For all legal questions, the law of the Federal Republic of Germany exclusively applies, excluding the conflict of laws provision and the UN Sales Convention.
(2) The place of performance shall be the registered office of a1 medical GmbH unless otherwise agreed.
(3) The place of jurisdiction is at the registered office of a1 medical GmbH

§ 11 Final provisions

(1) The parties shall adapt the contract by mutual agreement if unforeseen events occur that substantially change the content of the contractual object or its economic significance or significantly affect a1 medical GmbH’s operation. If such an adjustment is not feasible or reasonable actually or economically, a1 medical GmbH has the right to rescind the contract.
(2) If any individual provisions of these Terms are invalid, the remaining provisions of the Terms remain in effect.
(3) The ineffective provision shall be replaced by a valid provision which comes closest to the commercial intent of the invalid provision.