Terms and Conditions

General Conditions of Sale

  1. Operative Conditions. The General Conditions of Sale issued by the Vendor form the basis of all offers and agreements regarding deliveries of Products. General conditions of purchase made by the Purchaser as well as any other conditions shall only be binding, if specifically accepted in writing by the Vendor.
  2. Prices. The prices given in the current price list issued by the Vendor are subject to alteration without notice and are ex factory net, unless an agreement to the contrary is made.
  3. Delivery Dates. Delivery Dates are Ex Werks (EXW). They shall be deemed to have been fulfilled, if the Products are ready for despatch at the agreed date. The Vendor is entitled to make partial deliveries.
    The Vendor shall be released from its obligation to deliver, if the Purchaser is in default with his payments or other duties. Delays in delivery which are not the fault of the Vendor entitle the Vendor to delay its delivery for an appropriate length of time or to withdraw either partially or completely from its obligation to deliver. In cases where the delivery is delayed by more than 90 days, the Purchaser is entitled to withdraw either partially or completely from the unfulfilled part of the agreement.
    If the Products cannot be delivered as a result of instructions given by the Purchaser, then the Vendor is entitled to store the Products at the risk and expense of the Purchaser. The date of storage is then deemed to be the delivery date in such cases and the warehouse receipt replaces the delivery documents.
    The supply of Products is made at the risk and expense of the Purchaser, unless otherwise agreed.
  4. Retention of Title. The Products remain the property of the Vendor, until all his claims against the Purchaser have been satisfied. The Purchaser is not permitted to deposit or assign the Products as security in advance. The Purchaser shall bear any costs arising from possible litigation.
    In case goods supplied by the Vendor are as determined resold or handed over to a third party for any legal reason before payment has been effected in full, the Purchaser already assigns to the Vendor all rights and claims including all ancillary rights towards his customers resulting from the sales of the reserved property. In case of processing, combination or mixture of the goods as determined, the assignment equals the amount of the invoice value of the goods of the Vendor which have been used for this purpose. Upon request of the Vendor the Purchaser being in default has to notify his debtor of the assignment and to furnish the Vendor with all information required for collection of the claim and to hand him over all necessary documents. As far as not otherwise stipulated by the Vendor, the Purchaser is entitled and obliged to collect the proceeds of the goods resold becoming ipso iure property of the vendor and to hold in custody separately from other means of payment for the vendor.
    In case of any doubts, retention of title remains effective until the purchaser proves in each single case that the goods have been paid in full. Provided goods delivered by the Vendor under retention of title have been claimed on by a third party by means of e.g. attachment of the debt or a third party has put forward a claim on the receivables assigned to the Vendor, the Purchaser is obliged to inform the Vendor without any delay and to notify the third party of the retention of title resp. the assignment.
  5. Payment. The purchase price is payable upon delivery and receipt of invoice net in EURO (€], unless otherwise agreed in writing. Payment terms shall be agreed separately in writing. As far as not otherwise agreed, invoices have to be paid without any dedection within 30 days after date of invoice. In cases of default, the Vendor is entitled to claim default interest at the legal amount stipulated in § 288 BGB.
    The Purchaser is not entitled to withhold or delay payment of account of counter claims which have not been accepted in writing by the Vendor or for any other reasons.
    In cases of payment by draft or by cheque, the payment shall only be deemed to have been made, when it has cleared.
    The payment shall only be deemed to have been made at that date when the amount in question has been conveyed into the possession of the Vendor or to his account at the bank.
  6. Returns. The Vendor will only accept returns of Products in exceptional and justified cases. Returns require the explicit consent of the Vendor in writing; in the absence of the latter, no credit note for Products will be issued. The amount to be credited upon return of Products shall be depend upon age, condition and saleability of the Products.
    Products explicitly ordered deviating from the Vendor’s standard presentation and Product range may not be returned.
    The Purchaser shall pay the carriage on returned Products.
  7. Claims and Complaints. Immediately upon receipt of the Products, the Purchaser shall examine the quality and identity of the goods and whether the goods are undamaged and complete. Complaints to the Vendor must be made in writing within 14 days of receipt of the Products. If the Purchaser omits this notification, then the Products shall be deemed to have been accepted without complaint. On initial receipt of the Products, any visible damage to Products should immediately be brought to the notice of the forwarding agent and a complaint should be made.
    In cases of justified complaints notified in time, the Vendor is entitled to replace the Products. In case replacement fails, the Purchaser is entitled to a deduction of the Purchase Price or to a recission of the contract. Further claims of the Purchaser shall be excluded. Any complaint shall be time-barred 12 months after delivery.
    The Vendor offers the following warranty in respect of possible defects in appliances supplied by the MedTech division to the exclusion of all other claims: Upon acceptance by the Vendor of any claims due to faulty materials, faulty workmanship or faulty design which render the Product either useless or partially useless within 12 months from the date of delivery, the Vendor is obliged at its discretion to either replace the faulty parts or repair them free of charge. The Purchaser shall grant the Vendor sufficient time and opportunity to carry out repairs and deliver replacement appliances or parts. If the Purchaser fails to do so, the Vendor is discharged from his liability.
    In general, the existence of faults can only be acknowledged by the Vendor if the Vendor is notified of these in writing immediately upon discovery, preferably with the enclosure of samples. The Purchaser must leave the faulty Products at the disposal of the Vendor.
    As far as the core obligations are not concerned the Vendor is only liable in the case of willful misconduct and gross negligence. The Verndor´s liability for financial loss is limited to foreseeable losses.
  8. General Matters. All offers and agreements are based on Incoterms 2000. Place of performance for deliveries is the place of despatch; for payments the place of performance is Denzlingen, Germany (bank account).
    German law shall apply.
    Freiburg (lower court) shall be the exclusive places of jurisdiction. The Vendor reserves the right to undertake legal proceeding against the Purchaser in the Purchaser’s principal place of business according to the laws of said place.

General Terms Of Delivery and Payment

  1. Validity. These general terms of delivery and payment shall apply to all (future) business relationships between us and our suppliers for orders placed. Pertinent legal terms shall also apply. Terms defined by the purchaser are binding for us only when and insofar as they are recognized by us in writing for conclusion of contract. If special conditions are agreed upon for certain orders which differ from these general terms, these general terms of delivery and payment shall apply subordinate to and in addition to such agreed terms.
  2. Placing of Order. Only orders placed in writing using our ordering form and signed with two signatures shall be valid. This shall also apply to revisions of orders. Orders placed verbally or by phone require our subsequent, written confirmation.
  3. Acceptance of Order. We anticipate acceptance of order using our preprinted form within three (3) working days, starting from the date the order is placed.
  4. Delivery Dates. Delivery dates are set dates. Violations (delays) of the set dates authorize us to terminate the contract, or to make claims for damages on the grounds of failure to comply with contract. We reserve the right to procure replacement goods from third-party suppliers in the event of delays in the delivery dates; we will thereupon charge the supplier responsible for said delays for any additional costs incurred by us as a result of delays.
  5. Prices and Conditions. Insofar as not otherwise stated, the prices quoted in the order are set prices. Payment shall be made in accordance with the terms and conditions cited in the order upon receiving of the invoice and the merchandise. The supplier is obliged to either take back all packaging for the delivered products (shipping, repackaging, sales packaging) to the extent stipulated by legal provisions/codes without any charge, or pick up said packaging at a collecting point established by us.
  6. Shipping and Invoicing. Insofar as not otherwise agreed, shipping of the merchandise shall be effected with the risk borne by the supplier, with valid INCOTERMS being applied (status: 2000 in the currently valid version). If dutiable goods are dispatched the supplier is bound to preclarify with our shipping department which customs tariff numbers are to be assigned to avoid unnecessarily escalating costs of customs clearance. Deviant delivery terms according toIncoterms 2000 have to be contracted seperately. They automatically impose the supplier´s obligation to ask our Purchase Department for our haulage commands and to combine same-day consignments in one lot to avoid both escalating freight- / packing charges and delivery time lags. A delivery note shall be included for us in duplicate with each shipment of goods,indicating the order number and order item numbers, designation of the merchandise with the associated material number from Schölly and the specified unloading point.
  7. Retention of Ownership. With regard to the retention of ownership rights of the supplier, the supplier's terms shall apply with the proviso that ownership of the object of purchase will be transferred to us on payment for the object(s) and correspondingly that the broadened form of the so-called current account and group proviso shall not apply.
  8. Assignment. All payments shall only be made to the contractual partner. Substitute payments to third parties are not authorized; same applies to pledges.
  9. Cancellation of Contract. Acts of a higher power (force majeure) which result in a decline of required merchandise sanction us to cancel the order in part or in whole, excluding the right to claims by the other contracting party.
  10. Warranty. The warranty period is, insofar as not otherwise agreed, 24 months from the day when the merchandise is accepted. On acceptance of the order the supplier ensures the specially required, or general quality of the goods (warranted properties). Any operating or maintenance instructions that may be required shall be included in the deliveries. We may refuse acceptance of any clearly deficient or damaged goods. Accepted goods shall be tested in accordance with the agreed and/or generally valid quality regulations on a random sample basis. Our right to lodge complaints based on recognizable or concealed deficiencies is not dependent on observing any set deadlines. In exceptional cases we shall be authorized to eliminate any deficiencies ourselves, or have such deficiencies eliminated, with the costs for this being borne by the supplier. We shall not be obliged to bear the costs of shipping for return of deficient goods to the supplier. As long as we do not know our supplier´s haulage guidelines it is our decision which haulier we assign for reconsignments. We reserve the rights stated in Section 4, Sentences 2 and 3 for deliveries counter to the agreements stipulated in the contract. We are also authorized to demand replacement for any proven damage. Regardless thereof, we shall also charge the supplier a flat rate processing fee as reimbursement for our efforts involved in the processing of complaints.
  11. Liability. The supplier shall be liable for the overall quality and scope of services of the delivered products as described in the product description, in the pertinent drawings and in the quality specification. The supplier shall bear the responsibility for ensuring that industrial proprietary rights, with regard to the delivery and use of the ordered products, of third parties are not violated. The supplier shall also reimburse us for any and all consequential damage that demonstrably results from deficiencies for which the supplier is responsible in products obtained from said supplier. Insofar as the cause for the damage has been determined to be in the area of responsibility of the supplier, the supplier shall release us from any product liability claims by third parties, including liability based on pharmaceutical products legislation.
  12. Confidentiality & Safeguarding of Confidence. The supplier is obliged to treat the order and any work resulting there from, including all associated documents, facilities, equipment, etc., as confidential. The supplier shall be liable for any damage resulting from non-observance of this provision.
  13. Return Obligation. Patents, manufacturing procedures, quality procedures and the like, as well as production facilities, items, samples, drawings, etc. provided by us to the supplier for executing the order, or which the supplier has fabricated based on our specifications, remain our property. Such items, including all copies thereof, shall not be made available to third parties, and shall, insofar as not otherwise agreed, be returned to us directly upon completion of the order.
  14. Protection of Proprietary Rights. The supplier is obliged to deliver merchandise marked with our brand name, merchandise supplied in packaging bearing our company name or with our brand name, or merchandise furnished in any other form designed specifically for our company, exclusively to us.
  15. Escape Clause. In the event of nullification of individual conditions, the remaining, valid conditions will not be affected. The contracting parties are obliged to replace any invalid conditions by other valid terms or conditions that are similar in content to the greatest possible extent, and most profitably promising, to the former conditions.
  16. Place of Performance, Applicable Law and Jurisdiction. Insofar as not otherwise agreed, the place of performance is Denzlingen. The laws of the Federal Republic of Germany shall apply for all legal relationships between us and the supplier in addition to the cited conditions. The venue for this contract is, insofar as authorized by Clause 38 of the ZPO, Freiburg, Germany exclusively. We may also bring action against the supplier at their headquarters, with