1. General

1) Our following terms and conditions apply to all current and future business relations. Conflicting or deviating from our Terms and Conditions of the customer are expressly rejected by us, unless we have expressly agreed in writing. Our terms and conditions also apply if we are aware of conflicting or deviating from our sales conditions make the delivery to the customer without reservation; in particular the receipt of goods or services shall constitute acceptance of our conditions.
2) All agreements made between us and the customer for the purpose of executing this contract are set down in writing in this contract.
3) Our terms and conditions apply both to an entrepreneur who acts upon conclusion of a legal transaction in the exercise of his commercial or independent professional activity as well as to a legal person of public law, a public special assets. It is expressly stated that these terms accordingly for hospitals all legal forms and general practitioners have validity.

2. Deals

1) Our offers are non-binding unless stipulated in these otherwise.
2) Orders or deals, after paragraph § 145 BGB which are to be regarded as rates, can be accepted by us within four weeks and as long as binding.
3) Illustrations, drawings, calculations and other documents we reserve all property rights and copyrights. You may not without our prior written consent not be made available to third parties. This is especially true for the documents that are designated as confidential.
4) We are entitled to protect the interests of the customer, and make appropriate changes whenever nessecary for the products.

3. Prices and payment conditions

1) Provided that our order confirmation states in this instant don’t change, are our prices ‘ex works’. The shipment will be invoiced separately, the packaging is included.
2) We reserve the right to change our prices appropriately, if particularly after the conclusion of the contract cost reductions or cost increases, – but not only – occurring because of labor or material price increases.
3) Our prices are excluding VAT. This will be shown separately in the invoice.
4) Deduction of discount requires special written agreement.
5) Provided that the agreements or the order confirmation, the purchase price is due without any deductions to the provision for delivery. We are entitled to charge default interest in the amount of 5% per year. If the buyer is in arrears, we are entitled to charge interest amounting to 4% above the base rate per year. If we are able to prove a higher damage caused by default, we are entitled to assert this. However, the customer is entitled to prove to us that as a result of default no or significantly less damage. In case of default, we are also entitled to declare all our claims, which are based on the same legal relationship, due immediately.
6) The purchaser is entitled to compensation only if his counterclaims are either legally established or are undisputed or acknowledged by us. To exercise a right of retention The customer is only insofar as his counter claims on the same contractual relationship.

4. Delivery and delivery time

1) Provided that the order confirmation states otherwise, delivery is agreed ‘ex works’.
2) Transport insurance is taken out by the purchaser, if he wishes.
3) The ordering party are reasonable partial deliveries permitted.
4) The beginning of the delivery period we shall presuppose clarification of all necessary matters concerning the contract in advance.
5) If we are, then our liability for damages excluded for reasons that we are responsible in default in the case of ordinary negligence.
6) The purchaser is entitled to set a reasonable grace period with penalty after we are in default. After expiry of this period, he is entitled to withdraw from the contract. Claims for damages for non-performance in the amount of the foreseeable damage the buyer only if the delay is due to intent, gross negligence or the violation of cardinal obligations. Otherwise claims for compensation are excluded. The limitations in this section do not apply if a firm deal has been agreed or if the customer can assert due to default by us that his interest is fallen away to the contract. In these cases, however, our liability with the typical, predictable damages.
7) Compliance with our delivery obligations presupposes the timely and proper fulfillment of the purchaser’s obligations.
8) If the buyer is in default of acceptance or violates other obligations to cooperate, we are entitled to claim for the damages incurred, including any additional expenses. In this case, the risk accidental loss or accidental deterioration of the goods at the time to the buyer goes in which he falls into default of acceptance.
9) In cases of force majeure and in cases where there are unpredictable circumstances, by reasonable expenses not to be overcome performance obstacles, the delivery period will be extended accordingly. We will contact the purchasing party of the beginning and the end of such obstacles without delay. If the delivery is more than a month delayed, than both the purchaser and Carmonja GmbH are entitled to the exclusion of all other claims, to withdraw to the amount of the contract affected by the obstacle.

5. Warranty

1) The Purchasing Party shall only be entitled to claim on warranty if he has the goods immediately after delivery by us, as far as it’s feasible in the orderly course of business, studied and repeatedly occuring faults (so-called ‘Apparent defect’) has displayed immediately. If such a defect (and so-called ‘hidden defect’) has been found, the customer has to make the necessary legal proceedings actions immediately after the discovery of the defect; otherwise the goods shall be approved in view of this defect. Paragraph 377 HGB applies. Before a further assertion of the warranty, we reserve the right to verify the complaint expressly. Only by us recognized Complaints lead to warranty claims. The purchaser bears the full burden of proof for all claims.
2) If there is a represented defect acknowledged by us , we are entitled to choose whether to remedy the defect or replace the goods.
3) If the Purchaser has duly complied with the examination and notifyfications of the defects, he has the right to give us remedy for the defect so that we can replace the goods, a reasonable period of at least 30 days. Until the expiration of this period, the customer is not entitled to cancel the contract (conversion) or to reduce the purchase price (reduction).
4) If the defect or replacement delivery finally fails, the customer is entitled at his option, to demand cancellation of the contract (rescission) or reduction of the purchase price (reduction).

6. Return of products

Carmonja® GmbH takes back products under the following conditions:
– Only products of the regular product range
– Up to 30 days after invoicing
– Only reusable products (no disposables)
– Undamaged packaging and unused product
– Freight costs are charged to the customer.
– Defective products will be credited without any deduction.
The return of faultless products is subject to deduction of a fee which is 25%
Reprocessing costs, but at least 150 EUR.

7. Liability

1a) With slightly negligent breaches of duty, our liability is limited to the predictable type of product, typical, direct to average damage. This also applies to slightly negligent breaches of duty by our legal representatives or agents, or our leading employees. In case of negligent violation of insignificant contractual obligations, we shall not be liable towards entrepreneurs.
1b) We are unrestricted liable, if the damage was caused by intent or gross negligence by us or our officers, because of lack of a guaranteed property or if we have neglected one cardinal duty or contractual obligation.
2) As far as can be seen from paragraph 1 otherwise, any further claims by the customer – for whatever legal reasons – are excluded. We are therefore not liable for damage not caused to the delivery item itself; in particular we are not liable for lost profits or other financial losses.
3) Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives and agents.
4) The above limitations do not affect claims of the customer from product liability. Furthermore, the liability limitations do not apply to bodily and health or loss of life of the customer.
5) Damage claims by the customer due to a defect expire one year from date of delivery. This does not apply if we be accused of fraud.

8. Retention of title

1) We reserve title to the goods until all payments under the contract. In breach of contract, especially late payment, we are entitled to take back the goods. Repossession of the goods by us does not constitute withdrawal from the contract, unless we have expressly stated this in writing. We are entitled to dispose of the goods to their exploitation. The proceeds will be on the customer’s liabilities, less reasonable costs, be credited.
2) The purchaser is obliged to treat the goods carefully. At our request he is obliged to insure it adequately at replacement value. If maintenance and inspection work is required, the purchaser is obliged to carry this out at his own expense.
3) The purchaser is entitled to resell the goods in the ordinary course of business. He assigns to us all claims (including any value added tax), which accrue from the resale, regardless of whether the purchased goods have been resold without or after any processing. The customer remains authorized also after the transfer, collect these receivables. However, our right to collect the claim itself remains unaffected thereof. As long as the customer meets his payment obligations from the collected proceeds, does not fall into arrears and no application is filed for insolvency proceedings or otherwise he has stopped payments, we undertake, however, not to collect the claim itself. At our request the purchaser is obliged to give us the assigned claims and their debtors to admit to provide all information necessary for collection, hand over the relevant documents and notify the debtors of the assignment.
4) A possible processing or transformation of the goods by the customer is always done for us. If the goods are processed with other items not belonging to us, we acquire joint ownership of the new item in proportion of the value of the merchandise to the other processed items at the time of processing. the same is true in the rest as for the goods delivered under reservation of ownership for the resulting from the processing.
5) If the purchased goods with others, not belonging to us, items will be inseparably mixed, we shall acquire ownership of the new item proportional to the value of the goods to the other mixed items at the time of mixing. If the mixing is done in such a way that the purchaser’s item is to be regarded as the main item, it is agreed that the purchaser transfers proportional joint ownership to us. The buyer keeps the property on our behalf.
6) If the realizable value of our securities exceeds the secured claims by more than 20%, we undertake to release the securities due to us at the customer’s request. The choice of securities to be released lies with us.

9. Others

1) Performance for the delivery is our office in Germany, for the payment of our registered office in the Federal Republic of Germany.
2) The law of the Federal Republic of Germany. The provisions of the UN Sales Convention shall not apply.
3) The jurisdiction is Munich.
4) Unless given by us information and advice, this does not exempt the purchaser from its own audit obligations. This is especially true for information on the suitability and application of the products for certain processes and uses.
5) If any provision of this contract should be invalid, this does not affect the validity of the remaining contract. The parties are of the invalid provision agree on a new provision that the when the contract complies legally and economically desired.
6) Due to a change of legislation or otherwise conditions required change and / or adaptation of these Conditions, the user can make. Any changes made to and / or adjustments shall be communicated to the customer, who may object to the change and / or adaptation, or to give consent. Customer’s silence on the condition modification / adaptation shall constitute the consent.

© Copyright 2014 by Carmonja GmbH

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