General Terms and Conditions

VOSS healthcare GmbH (VHC) with commercial customers,

Status: November 2024

General Terms and Conditions

The following General Terms and Conditions (GTC) shall only apply to business transactions with entrepreneurs (§ 14 German Civil Code) or legal entities under public law. These GTC shall apply exclusively, even if no reference is made to them in individual cases, to all deliveries, including future deliveries, unless deviating terms and conditions have been agreed.

Conflicting or deviating terms and conditions of the buyer shall not be recognized unless their validity is expressly agreed.

Offer / Offer documents

Offers from VOSS are always subject to change. The contract shall be concluded by our order confirmation or at the latest by acceptance of the delivery.

Minor deviations of the delivery from the description of the offer shall be considered approved and shall not constitute a defect, provided that the deviation is not unreasonable for the buyer, taking into account our interests. This applies in particular to minor deviations in models, dimensions and colors. This also applies in the case of changes and improvements to adapt to the latest state of technology and production.

Prices and terms of payment

The agreed net prices are exclusive of freight costs. Unless otherwise agreed, transportation shall be at the risk of the customer. The supplier reserves the right to choose the transport route, the means of transportation and the carrier.

Invoices are due for payment without any deductions no later than 14 days after the invoice date, unless other payment obligations have been agreed.

Default of payment occurs when the claim becomes due, without the need for a reminder. In the event of late payment, default interest in the amount of 9% above the respective base interest rate shall be payable, subject to the assertion of further claims. In addition, a lump sum of EUR 40 shall be due, which shall be offset against any possible compensation for damages, insofar as the damage is based on the costs of legal action (Section 288 (5) German Civil Code). If the Buyer is in arrears with the payment of an invoice or if his financial circumstances have deteriorated significantly or if we become aware that our payment claims were already at risk when the contract was concluded, all liabilities of the Buyer towards us shall become due immediately without prejudice to further rights. This shall also apply to the balance of any current account maintained for the Buyer and also in the event that the Buyer has received three unsuccessful reminders for payment of an individual invoice.

The Buyer shall only be entitled to a right of retention if it is based on the same contractual relationship. The Buyer may only offset counterclaims and/or outstanding credit notes which we have recognized or which have been legally established.

Delivery

Delivery periods are non-binding. Partial deliveries are permissible.

In the event of unforeseen obstacles to delivery beyond our control (e.g. operational disruptions due to water, fire, breakdown of production facilities, lack of self-supply, lack of material, energy, transport facilities, etc., regardless of whether these occur at our premises or those of our suppliers), we may, at our discretion, extend the delivery date appropriately by the duration of such obstacles or release ourselves from the delivery obligation in whole or in part. In the latter case, we shall inform the buyer immediately of the non-availability of the service and reimburse the consideration without delay.

In the event of final impossibility, in particular for the above-mentioned reasons, we shall be released from the obligation to deliver in accordance with the statutory provisions.

If processed goods are returned for reasons for which VOSS is not responsible, the customer bears the risk until the goods are received by VOSS.

In the event of non-compliance with the delivery date for which we are responsible, the buyer is only entitled to withdraw from the contract after a reasonable period of grace has been set. We are not obliged to make further deliveries under current contracts before payment of due invoice amounts including interest on arrears and if the specified credit limit is exceeded.

Obvious transport damage, in particular damage to the packaging, must be reported in writing to the carrier upon receipt of the shipment and confirmed in writing by the carrier, as well as immediately reported to VHC in text form. For deliveries of goods with a value of up to EUR 100.00 (net), we charge freight costs of EUR 8.50.

Retention of title

The delivered goods remain the property of VHC until all obligations arising from the business relationship have been met in full.

In the event of default of payment, unlawful conduct on the part of the buyer or a risk to our claim, which also includes a significant deterioration in the financial circumstances, the buyer is obliged, as far as legally permissible, to return the goods to us at his own expense and upon request (e.g. transportation, insurance premiums). Such a demand for return shall be deemed to be a declaration of withdrawal combined with the submission of our offer to redeliver the purchased item step by step against payment - subject to the previous contractual conditions.

Until revoked, the purchaser is entitled to sell the goods subject to retention of title belonging to us in the ordinary course of business, but not to pledge them or assign them as security. The buyer is obliged to resell the goods subject to retention of title only under retention of title if the item is not paid for immediately by his customer. The right to resell shall lapse in the event of default of payment or a significant deterioration in the buyer's financial circumstances. The purchaser hereby assigns to us in advance all claims arising from the sale, including all ancillary rights, against his customers.

The Buyer shall be obliged to insure the goods belonging to us against typical storage risks and to provide us with evidence of the conclusion of the insurance policy upon request. He hereby assigns to us any insurance claims or other claims for compensation due to loss or deterioration of the goods subject to retention of title.

He shall inform us immediately of any seizure or other impairment of our reserved goods or the claims assigned to us by third parties and support us in the assertion of our rights, in particular to take the necessary legal remedies to protect our rights. We undertake to release securities at our discretion to the extent that their value exceeds the claims to be secured by us by more than 20%. The buyer shall reimburse us for all damages and costs incurred by a culpable breach of these conditions for which he is responsible.

Return of goods

Defect-free goods delivered by us will only be taken back with our prior written consent. The goods must be in perfect condition and reach us free of all transport and transport insurance costs. Credit for returned goods will be issued minus 10% for processing and storage handling costs, unless otherwise agreed. If the goods are no longer in their original packaging or are damaged when they are returned, we reserve the right to make additional deductions from the credit notes.

Liability

We shall be liable for goods demonstrably delivered by us and only for proven material defects existing at the time of transfer of risk. Proof of purchase can be provided, for example, by submitting the proof of purchase or the handover protocol.

The liability for material defects towards a buyer shall be fulfilled by subsequent performance in such a way that we shall, at our discretion, either repair the defective item or deliver a new item free of defects. No. 2 sentence 3 of these GTC shall apply accordingly. Subsequent performance shall not lead to an extension or recommencement of the limitation period. We shall be given the opportunity to inspect the defective goods before the subsequent performance. If the subsequent performance is unsuccessful, the buyer is entitled to reduce the purchase price or withdraw from the contract. In the event of withdrawal, the buyer shall be entitled to a benefit of use amounting to 5% of the gross purchase price per month, calculated from the date of sale.

The buyer shall be entitled to prove that a reduction in value has not occurred at all or that it is significantly lower than the lump sum. Claims for material defects are subject to a limitation period of 12 months. This does not apply if the law prescribes longer periods in accordance with § 479 German Civil Code. Claims of the buyer arising from liability for material defects shall be excluded if the buyer has not reported obvious defects in text form immediately after delivery. Hidden defects must be reported in text form immediately after discovery.

If the goods have to be transported for the purpose of subsequent performance, we shall carry out this transportation ourselves or through agents, unless otherwise agreed with the Buyer. The Buyer shall not be reimbursed for transportation costs for transport that has not been agreed if these exceed the amount that we would demonstrably have had to spend on collecting the goods ourselves. No. 10 applies to claims for damages.

In the event of intent or gross negligence on our part or on the part of our representatives or vicarious agents, we shall be liable in accordance with the statutory provisions; likewise in the event of culpable breach of essential contractual obligations, but in the event of damage caused by delay, the amount shall be limited to a maximum of 5% of the delivery value of the goods delivered late. Insofar as there is no intentional or grossly negligent breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage. Liability for culpable injury to life, limb or health as well as liability under the Product Liability Act shall remain unaffected. Unless expressly regulated otherwise above, our liability is excluded.

Medical device vigilance, market surveillance:

Distributors are obliged to participate in vigilance and market surveillance in accordance with MDR 2017/745, Article 14 (General obligations of distributors). In particular, complaints and incidents must be reported to us immediately.

You can reach us at the telephone number +49 241 510 056 22 or at the e-mail address info@voss-healthcare.net.

In accordance with the statutory provisions, you should make a note of the serial numbers on delivery to your customers for better traceability.

Entsprechend den gesetzlichen Bestimmungen müssen Sie die Seriennummern bei Auslieferung an Ihre Kunden zur Nachverfolgbarkeit dokumentieren und 10 Jahre aufbewahren. Es gelten ferner alle einschlägigen gesetzlichen Bestimmungen für Medizinprodukte.

In the event of a justified claim, we will send the corresponding replacement part to the dealer free of charge. In return, the dealer must return the defective part to VHC so that it arrives at VHC within 21 days. After this period has expired, VHC will issue an invoice for the replacement part, which is then due without deduction within 14 days and can no longer be credited.

Miscellaneous

For contracts with companies, the place of performance and exclusive place of jurisdiction shall be Aachen, subject to the proviso that we shall also be entitled to bring an action at the location of the registered office or a branch of the purchaser. The contracts concluded with us are subject to German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Should any provision of these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Invalid provisions shall be replaced by written provisions that come as close as possible to the intended economic success.

We are entitled to amend these GTC at any time. Unless otherwise agreed, the GTC in the version valid at the time of the buyer's order shall also apply as a framework agreement for similar future orders without us having to refer to them again in each individual case.