general business and delivery conditions

valid from 01.01.2020
1. general scope of application

1.1 These General Terms and Conditions of Business and Delivery ("Terms and Conditions") apply to all present and future business relations of Equipe MedCon GmbH, FN 528621i (hereinafter referred to as "Equipe" or "we"). We deliver only in accordance with our following Terms and Conditions of Sale, Delivery and Payment, even if no express reference is subsequently made to them in the case of ongoing business relations

1.2 Deviating, conflicting terms and conditions of the customer are not valid for us. Silence on order confirmations that refer to deviating terms and conditions of the customer shall not be deemed to constitute agreement. By accepting our delivery, the customer agrees to the exclusive validity of our terms of sale, delivery and payment.

1.3 All agreements made for the execution of the contract must be recorded in writing.

1.4 If INCOTERMS are agreed for foreign business transactions, the definitions defined and published by the International Chamber of Commerce in Paris at the time the contract is concluded shall apply.

2. conclusion of contract

2.1 All offers made by us are subject to change. We reserve the right to make reasonable changes in shape, colour or weight. Orders shall only be deemed to have been accepted once they have been confirmed by us in writing. Our order confirmation shall be authoritative for the content of the contract if we do not receive a written objection within 14 days of the date of our order confirmation; this shall not apply if the order confirmation deviates from the order to such an extent that the customer's consent cannot be expected.

2.2 By ordering goods, the buyer makes a binding declaration that he wishes to purchase the ordered goods. Any rejection of the order must be notified in writing immediately after clarification of the availability of the goods. The transfer of rights and claims from the purchase contract on the part of the buyer requires our prior written consent.

2.3 If, after conclusion of the contract, facts become known to Equipe about the buyer, in particular default of payment in respect of earlier deliveries, which, according to the best judgement of a prudent businessman, indicate a significant deterioration in assets, the seller is entitled to demand advance payment or appropriate securities and, in the event of refusal, to withdraw from the contract, whereby invoices for partial deliveries already made are due for immediate payment.

2.4 The conclusion of the contract is subject to correct and timely delivery by our suppliers. This only applies in the event that we are not responsible for the non-delivery, in particular if a congruent covering transaction is concluded with our supplier.

3. dispatch, risk

3.1 Shipping is always at the expense and risk of the customer. Deliveries are only insured against transport damage at the express request of the customer and at the customer's expense.

3.2 The risk is transferred to the customer upon handover to the transport person, even if partial deliveries are made. If collection by the customer has been agreed, the risk shall pass to the customer upon notification of readiness for collection.

3.3 Delivered items are to be accepted by the customer, even if they have minor defects, without prejudice to his rights under section 8 - defects. of these terms and conditions of sale, delivery and payment.

4. prices

4.1 Our prices are ex works excluding packaging, freight and insurance. The agreed prices are subject to value added tax at the respective statutory rate in Germany.

4.2 We reserve the right to increase prices, provided this is not contradicted by any statutory provisions. Price changes are only permissible if there are more than 4 months between the conclusion of the contract and the agreed delivery date. Then the list price valid on the day of delivery shall apply. The buyer is entitled to withdraw from the contract if the price increase is more than 5%.

4.3 Unless otherwise stated in the order confirmation, our invoices are payable strictly net within 30 days of the invoice date. In the event of default, interest shall be charged on our claims at the statutory default interest rate - currently 9.2 % - for the year above the base rate of the Austrian National Bank, unless we can prove higher damages caused by default.

4.4 In the case of deliveries to customers whose registered office is outside of Austria or in the case of deliveries which are intended for export from the above-mentioned areas, we shall be entitled to demand either payment in advance or the provision of an irrevocable letter of credit from an Austrian bank or savings bank authorised in Austria as a customs and tax guarantor and to deliver the goods only against payment in advance or provision of a letter of credit.

4.5 Bills of exchange or cheques shall only be accepted on account of payment. All costs and expenses for discounting or collection of the bills of exchange shall be borne by the customer.

4.6 If, after conclusion of the contract, a significant deterioration in the customer's financial circumstances occurs or threatens to occur which jeopardises the customer's payment, we shall be entitled to make all our claims immediately due for payment. In this case, we are entitled to demand cash payment against return of the bills of exchange, irrespective of the term of accepted bills of exchange.

4.7 The customer is not entitled to assert a right of retention or to offset against our claims unless the counterclaims have been expressly recognised by us or have been legally established.

4.8 Equipe reserves the right to invoice the agreed service by letter post or electronically by e-mail.

5. delivery time

5.1 Unless there is a written promise expressly designated as binding, a delivery period or delivery date is only agreed without obligation.

5.2 Compliance with the times for deliveries or services (delivery times, i.e. delivery dates and periods) presupposes the fulfilment of the contractual duties and obligations of the customer. Delivery periods shall therefore only commence upon receipt of our order confirmation by the customer, but not before the customer has provided the documents, information etc. to be procured by the customer and also not before receipt of an agreed security; delivery dates shall be postponed accordingly in these cases. Changes or extensions to the original scope of delivery or service agreed after conclusion of the contract shall extend or postpone the original delivery periods or dates accordingly.

5.3 The delivery time is deemed to have been met if the delivery item has been handed over to the transport person or readiness for collection has been notified by the time of its expiry. Partial deliveries are permissible, provided they are reasonable for the customer.

5.4 Disruptions to delivery and performance due to force majeure or as a result of industrial disputes, official intervention, operational disruptions, difficulties in procuring materials or energy supply or other unforeseeable, exceptional and non-culpable circumstances, in each case irrespective of whether these circumstances occur in our company or at our subcontractors, extend the delivery period by the duration of the impediment.

5.5 This does not include cases in which we have entered into our scheduling obligation despite the foreseeability of these circumstances or have not taken possible and reasonable measures to prevent or avert the disruption of performance or in which the hindrance is our own fault. In accordance with the aforementioned provisions, we are also not responsible for the aforementioned circumstances if they occur during an already existing delay. We can only invoke these provisions if we inform the customer immediately of the occurrence and the expected duration of such disturbances.

5.6 If the customer suffers damage due to a delay for which we are responsible, he shall be entitled to compensation. The amount of damages is limited to 0.5 % for each full week of delay - individual days fractions of a week -, but no more than 10 % of the contract value. This shall not affect our liability under Section 10 - Liability of these Terms and Conditions of Sale, Delivery and Payment.

6. acceptance, damage caused by delay

If the buyer is in default with the acceptance of the object of purchase, we can set the buyer a period of grace of 7 days in writing with the declaration that we will refuse acceptance after expiry of this period. After unsuccessful expiry, we are entitled to withdraw from the purchase contract by written declaration and to demand compensation for damages instead of performance. There is no need to set a period of grace if the buyer seriously and finally refuses acceptance or is obviously not able to pay the purchase price even within this period. If we demand damages instead of performance, this shall amount to 15% of the purchase price and shall be due in the form of a no-fault contractual penalty. The assertion of a higher damage, which was culpably caused by the buyer, remains unaffected. The amount of damages shall be set higher or lower if we can prove higher damages or the buyer can prove lower damages.

7. reservation of title

7.1 The delivery item shall remain our property (reserved item) until all claims arising from the business relationship with the customer have been paid in full.

7.2 Until the transfer of ownership, the customer must insure the reserved goods against loss, breakage, fire, water and other damage. The customer hereby assigns to us all rights arising from the relevant insurance contracts and his claims against their insurers. We accept the assignment.

7.3 The customer may neither pledge the reserved goods nor assign them as security. The customer must inform us immediately in the event of seizure, confiscation or other disposals. If the customer acts in breach of the contract, in particular in the event of default in payment, we shall be entitled to take back the object subject to retention of title after a reminder. This also applies if the customer is over-indebted or has suspended payments, if an application is made for the opening of insolvency proceedings on his assets or if there is any other significant deterioration in his financial circumstances. The assertion of the reservation of title as well as a seizure of the reserved object by us shall not be considered as a withdrawal from the contract.

7.4 We are entitled to withdraw from the contract and demand the return of the goods subject to retention of title in the event of the buyer's conduct in breach of the contract, in particular in the event of default in payment or in the event of a breach of an obligation in accordance with items 2 and 3 of this provision above.

7.5 The buyer is entitled to resell the goods in the ordinary course of business. However, he hereby assigns to Equipe all claims in the amount of the invoice (including VAT) which he may have against a third party as a result of the resale. Equipe accepts the assignment. After the assignment, the buyer is authorised to collect the claim. If the customer is in default of payment, an application for insolvency proceedings will be filed; if the customer is over-indebted, suspends payments or otherwise shows a significant deterioration in his financial circumstances, the right to resell the goods and the authorisation to collect will expire. In this case, we may also make use of our unaffected authority to collect the assigned claims ourselves and demand that the customer inform his debtors of the assignment. Irrespective of this, we can demand at any time that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection and hands over the relevant documents.

7.6 The handling and processing of the goods by the customer is always carried out in our name and on our behalf. If the goods are processed with objects not belonging to us, we shall acquire co-ownership of the new object in proportion to the value of the goods supplied by us to the other processed objects. The same applies if the goods are mixed with other objects not belonging to us.

8. defects

On delivery, the goods must be inspected immediately and any defects in quantity or quality must be notified to us in writing, otherwise the claim is forfeited; a maximum period of 3 working days from acceptance is deemed to have been agreed. The buyer must have any damage to the packaging confirmed in writing by the transport company. In the case of used goods, the consumer shall bear the burden of proof for the defectiveness of the item.

9. warranty

9.1 For defects of the goods, we shall initially provide warranty at our discretion either by repair or replacement (subsequent performance).

9.2 If we refuse subsequent performance, if it is unacceptable or if it fails in any other way, the customer may request a reduction in price. A rescission of the contract (cancellation of the contract) is excluded, unless such rescission is expressly agreed in writing.

10. liability and limitation of time

10.1 Liability for slightly negligent breaches of duty is excluded. This shall not apply to personal injury or other mandatory liability claims (product liability).

10.2 Claims for damages due to a defect become statute-barred one (1) year after delivery of the goods or, in the case of hidden defects, one (1) year after knowledge of the damage. This shall not apply in the case of personal injury attributable to us.

11. returns, exchange

11.1 The buyer is granted the right to exchange or return consumer goods within 2 weeks of delivery. The goods must be returned free of charge in perfect condition in undamaged original packaging, enclosing the invoice or delivery note. We reserve the right to charge processing costs. Goods from special procurements or custom-made products as well as medicines are excluded from return and exchange.

12. miscellaneous

12.1 The place of jurisdiction for disputes arising from the contract including these terms and conditions of business shall be the competent commercial court in Vienna. Equipe can optionally choose the
customer/buyer/purchaser may also take legal action at his place of business.

12.2 The contract including these terms and conditions of business shall be governed by Austrian law to the exclusion of its referral norms. The UN Sales Convention is expressly excluded.

12.3 All amendments to the contract including these Terms and Conditions, including this clause, must be made in writing.

12.4 Should individual provisions of the contract with the Buyer, including these Terms and Conditions of Business, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes close to that of the invalid provision.