Terms and Conditions of Sales and Trading implantcast GmbH
In these conditions “the seller” means implantcast GmbH, “the buyer” means the person, firm, company or other body purchasing the goods, materials or services. “The product” the subject of the contract between the seller and the buyer.
An order made by the buyer is made subject to these conditions and his signature to the order indicates that he has read and approved and fully accepts these conditions of sale and the design, layout and specifications submitted. No variation of these conditions or the terms overleaf shall be effective unless evidence in writing and signed by a director of implantcast GmbH. No other representative of the seller has the power to vary or waive them.
Prices quoted are ex-warehouse and those prevailing at the date of the dispatch. Any increase in or reduction to the cost on the quotation caused by a genuine error or omission or for any reason beyond the control of the seller, shall be accepted by the buyer.
All prices are subject to value added tax in the rate prevailing at the time of invoicing.
Any work carried out by the seller at the request of the buyer which is not included in the original quotation, shall be paid for separately and not as an inclusive figure unless otherwise agreed in writing by the seller (e.g. customs).
In case of follow-up orders the seller is not bound to earlier price agreements.
The payment is done if the amount is available to the seller.
Normal payment is due 30 days from the date of invoice.
In case of delay the sellers compensation excesses the prevailing key interest rate of the European Central Bank by 3,5%, but at least 8% interest per year if the seller does not provide evidence for a higher damage and the buyer does not provide evidence for a lower damage.
Bills are only accepted if they are lendable and after prior agreement. No discount.
If there is any reason to doubt the buyer’s creditworthiness, the seller has the right to make all debts payable. In this case the seller has the right to ask for cash in advance for any future performances.
Delivery time does not start before there is full agreement on all details of the contract and all necessary materials, documents, approvals and the release have been supplied by the buyer.
As long as the buyer does not meet his obligations, the seller has the right to hold back any performances.
Place of fulfilment is the supplier plant of the seller.
The seller is entitled to partial performances.
property and risk
All deliveries occur on buyer’s risk and expense. The right to choose the type of dispatch is subject to the seller. This also applies if the seller bears the cost of transportation.
Without prejudice to the buyer’s statutory rights, the buyer has to take delivery of the goods, even if the goods are defective. Defective goods have to be returned on the sellers demand.
damage in transit
Damage occurring in transit, must be notified to the company in writing within 3 working days of delivery. Non-receipt of good must be notified to the company in writing within 3 working days of the date of the advice of dispatch. Claims will be void if notifications are not made within these periods.
liability for defective goods and/or services
Shortages in the seller’s delivery must be notified to the company in writing within one week of delivery.
After transfer of perils of existing shortages in the seller’s performances the shortages will be abolished by choice of the seller either by amendment or by substitution.
compensation for loss suffered
If the seller’s delivery gets impossible or the seller has to award damages and it can’t be determined to which degree it is the seller’s fault the sum does not exceed the seller’s compensation. In case of slight negligence the seller is free of the duty to award damages.
Otherwise the seller is only liable for damage through gross negligence of the seller’s duties including information, consultations and unauthorized acts in case of reminder, conclusion and the processing of a contract.
For all claims for damages the legal statutory period of limitation applies.
reservation of proprietary rights
The seller reserves proprietary rights until complete payment of all current and future receivables resulting from the business connection with the buyer and until all bills and checks have been discharged.
The seller’s proprietary must not be pledged. The seller has to be informed immediately of an execution by a third party.
In case of non-compliance of the terms and conditions of trading, suspension of payments of if a compulsory execution has been made against the buyer the seller has the right to take back goods that are subject to the reservation of title. The buyer is committed to the exclusion of his rights of retention to give back the goods. The exercise of our reserved title of the attachment of the item delivered shall not be considered as a rescission of the contract. We reserve the right to seek settlement of our claims by selling off reserved goods by ourselves. All costs of the redemption bears the buyer.
If the reservation of proprietary rights is invalid by the law of the country in which the goods are the security under the law of that country is considered to be valid which comes closest to the reservation of proprietary rights. The buyer has to cooperate completely and has to undertake all legal acts that are necessary establish and acquire such rights.
In case the seller has to produce according to drawings, models, prototypes or under the use of attached parts of the buyer the buyer is responsible that any trademark rights of a third party remain untouched. The buyer indemnifies the seller from all claims of a third party. The buyer makes up for the damage. In case a third party prohibits the production or delivery of a product under quotation of a trademark right the seller is entitled to stop working without verifying the legal status.
Every contract to which these conditions of sale apply shall be construed and operate in accordance with German law. The validity of the United Nation Sales Law (CISG) is ruled out explicitly.
For all disputes that derive from the contractual relationship the suit has to be filed at the court that is responsible for the headquarters of the seller. The seller is entitled to file a suit at the court that is responsible for the headquarters of the buyer.