Terms of Service

§ 1. General 

a) Scope These gene­ral terms and con­di­ti­ons apply to all busi­ness rela­ti­ons­hips bet­ween Bal­dus Medi­zin­tech­nik GmbH and Bal­dus Seda­tion GmbH & Co. KG and Bal­dus Medi­cal GmbH & Co. KG (her­ein­af­ter refer­red to as Bal­dus) and the cus­to­mer in the ver­sion valid at the time the con­tract was con­clu­ded. Con­flic­ting gene­ral terms and con­di­ti­ons of the cus­to­mer are her­eby expressly contradicted. 

b) Con­tract Agree­ment The con­tract lan­guage is Ger­man. The dis­play option in other lan­guages is only inten­ded as an aid. Cus­to­mers wit­hin the mea­ning of these terms and con­di­ti­ons are exclu­si­vely entre­pre­neurs wit­hin the mea­ning of Sec­tion 14 of the Ger­man Civil Code (BGB). There are no rights of with­dra­wal because the cus­to­mers are not con­su­mers. Sub­si­diary agree­ments must be made in writing. 

c) Con­clu­sion of the con­tract and sto­rage of the con­tract text The con­tract is con­clu­ded through the indi­vi­dual app­li­ca­tion and the rela­ted decla­ra­tion of accep­t­ance. The text of the con­tract will not be saved, as the con­tent of the con­tract results indi­vi­du­ally from the agree­ment made. 

d) Sub­se­quent chan­ges to the terms and con­di­ti­ons Bal­dus is enti­t­led to retro­spec­tively adapt and sup­ple­ment the gene­ral terms and con­di­ti­ons with regard to exis­ting busi­ness rela­ti­ons­hips, inso­far as chan­ges in legis­la­tion or case law require it or other cir­cum­s­tan­ces lead to the con­trac­tual equi­va­lence rela­ti­ons­hip not only being dis­rup­ted to an insi­gni­fi­cant extent. A sub­se­quent change to the terms and con­di­ti­ons will become effec­tive if the cus­to­mer does not object wit­hin six weeks after noti­fi­ca­tion of the change. At the begin­ning of the period, Bal­dus will expressly inform the cus­to­mer of the effect of his silence as accep­t­ance of the con­tract change and give him the oppor­tu­nity to make an express decla­ra­tion during the period. If the cus­to­mer objects in due time, both Bal­dus and the cus­to­mer can ter­mi­nate the con­trac­tual rela­ti­ons­hip extraordinarily. 

§ 2 delivery 

a) Part deli­ve­ries Bal­dus is enti­t­led to make par­tial deli­ve­ries if this is rea­son­able for the cus­to­mer. In the case of par­tial deli­ve­ries, howe­ver, the cus­to­mer does not incur any addi­tio­nal ship­ping costs. 

b) Deli­very and ser­vice delays Deli­very and ser­vice delays due to force majeure and due to extra­or­di­nary and unfo­re­see­able events, which can­not be pre­ven­ted even by the utmost care on the part of Bal­dus and which Bal­dus is not respon­si­ble for (this inclu­des in par­ti­cu­lar strikes, offi­cial or judi­cial orders and cases that are incor­rect or impro­per Self-deli­very des­pite the covering tran­sac­tion), enti­t­led Bal­dus to post­pone the deli­very for the dura­tion of the obst­ruc­ting event. 

c) Exclu­sion of deli­very Post office box addres­ses are not supplied. 

d) Default in accep­t­ance If the cus­to­mer defaults on accep­t­ing the orde­red goods, Bal­dus is enti­t­led to with­draw from the con­tract after set­ting a rea­son­able grace period and to claim dama­ges for default or non-per­for­mance. During the delay in accep­t­ance, the cus­to­mer bears the risk of acci­den­tal loss or acci­den­tal deterioration. 

e) Time of per­for­mance Unless expressly agreed other­wise, Bal­dus will deli­ver wit­hin six weeks. In the case of pre­pay­ment, the start of the deli­very period is the day after the pay­ment order has been issued to the trans­fer­ring bank or, in the case of pay­ment by purchase on account, the day after the con­clu­sion of the con­tract. The period ends six weeks later at the end of the day of the week that cor­re­sponds to the day of the begin­ning of the period. If the last day of the period falls on a Satur­day, Sunday or a public holi­day reco­gni­zed by the state at the place of deli­very, the period ends on the next working day. 

f) Range of ser­vices Part of Bal­dus’ range of ser­vices is the imple­men­ta­tion of inst­ruc­tion in the ope­ra­tion of medi­cal pro­ducts accord­ing to MPG for the fee shown in the respec­tive offer. The brie­fing is car­ried out after an appoint­ment has been made bet­ween Bal­dus and the cus­to­mer with the sti­pu­la­tion that the brie­fing should gene­rally take place on the day of deli­very and assem­bly of the medi­cal pro­duct. Due to unfo­re­see­able events (e.g. ill­ness, acci­dent, traf­fic-rela­ted obst­ruc­tion, etc.), Bal­dus or the cus­to­mer may have to can­cel the appoint­ment. Both Bal­dus and the cus­to­mer are obli­ged to con­tact the other party immedia­tely after the occur­rence of such a hin­drance and to can­cel the appoint­ment. A can­cel­la­tion on the part of Bal­dus does not enti­tle the cus­to­mer to with­draw from the con­trac­tual rela­ti­ons­hip or to claim dama­ges. Bal­dus and the cus­to­mer will arrange a repla­ce­ment date as close as pos­si­ble in the event of an appoint­ment cancellation. 

§ 3 payment 

a) Pri­ces and ship­ping costs All pri­ces are exclu­sive of sales tax and plus the costs for pack­a­ging and ship­ping, unless collec­tion by the cus­to­mer at Bal­dus’ place of busi­ness has been agreed. The mini­mum order value is € 25.00 net plus the costs for pack­a­ging and shipping. 

b) tra­vel expen­ses In the case of deli­very by Bal­dus, € 0.81 net per kilo­me­ter tra­v­eled and a flat rate of € 85.00 net for the tra­vel time plus € 85.00 net per hour for tra­vel times lon­ger than one hour. 

c) assem­bly costs For assem­bly or work on site, Bal­dus char­ges € 85.00 net per hour for a tech­ni­cian, fit­ter or cus­to­mer ser­vice tech­ni­cian. If the cus­to­mer makes use of tele­phone sup­port from Bal­dus tech­ni­ci­ans out­side of the war­ranty rights, Bal­dus will charge € 1.99 net per minute or part the­reof. Bil­ling takes place on an invoice basis. 

d) sto­rage costs If the cus­to­mer is in default of accep­t­ance or if he cul­p­a­bly vio­la­tes other obli­ga­ti­ons to coope­rate, Bal­dus is enti­t­led to demand com­pen­sa­tion for the damage incur­red, inclu­ding any addi­tio­nal expen­ses. In the event that the cus­to­mer is in default of accep­t­ance, Bal­dus will store the goods at the customer’s risk and expense. For sto­rage, Bal­dus char­ges the cus­to­mer a fee of % of the value of the goods, regard­less of the dura­tion of storage. 

e) Default in pay­ment The cus­to­mer is in default of pay­ment if the pay­ment is not recei­ved by Bal­dus wit­hin one week of rece­ipt of the invoice. In the event of late pay­ment, inte­rest of 9% points above the base rate of the Euro­pean Cen­tral Bank will be char­ged. Should the cus­to­mer fall into arre­ars with his pay­ments, Bal­dus reser­ves the right to charge remin­der fees of 5 euros. The asser­tion of fur­ther dama­ges, in par­ti­cu­lar also the default lump sum accord­ing to § 288 para­graph 5 sen­tence 1 BGB, remains unaf­fec­ted. An exten­sion of the pay­ment term to 8, 14 or 30 days is pos­si­ble after con­sul­ta­tion with Baldus. 

f) Right of reten­tion The cus­to­mer is only enti­t­led to assert a right of reten­tion for coun­ter­c­laims that are due and are based on the same legal rela­ti­ons­hip as the customer’s obligation. 

g) Sundays, public holi­days and night surch­ar­ges: Work done after 9:00 p.m. during the week (Mon­day to Fri­day) will be char­ged with a 50%igen surch­arge (time span 9:00 p.m. to 6:00 a.m. on the fol­lowing day). This also app­lies to work that is car­ried out on Satur­days. Sunday and holi­day work are char­ged with a 100%igen surcharge.

§ 4 Respon­si­bi­lity of the customer 

The cus­to­mer is solely respon­si­ble for the con­tent and cor­rect­ness of the data trans­mit­ted for a cus­tom-made product. 

§ 5 reten­tion of title 

a) Gene­ral The deli­ve­red goods remain the pro­perty of Bal­dus until the purchase price has been paid in full. The cus­to­mer must treat the goods that are sub­ject to simple reten­tion of title with care at all times. The cus­to­mer assigns a claim or repla­ce­ment that he recei­ves for the damage, dest­ruc­tion or loss of the deli­ve­red goods to Bal­dus. If the cus­to­mer acts in bre­ach of con­tract, in par­ti­cu­lar in the event of default in pay­ment, Bal­dus is enti­t­led to take back the purcha­sed item. This with­dra­wal of the purcha­sed item con­sti­tu­tes a with­dra­wal from the contract. 

b) Attach­ment and other impairments If the item sub­ject to reten­tion of title is sei­zed or other­wise impai­red by third par­ties, the cus­to­mer must notify Bal­dus immedia­tely so that a lawsuit can be filed in accordance with Sec­tion 771 of the Ger­man Code of Civil Pro­ce­dure (ZPO). If the third party is unable to reim­burse the judi­cial and extra­ju­di­cial costs of a lawsuit in accordance with § 771 ZPO, the cus­to­mer is liable for the loss incur­red by Baldus. 

c) Redemp­tion If the cus­to­mer acts in bre­ach of con­tract, in par­ti­cu­lar in the event of default in pay­ment, but also in the case of filing for insol­vency pro­cee­dings against the customer’s assets, Bal­dus is enti­t­led to take back the item. In this case, taking back the item does not con­sti­tute a with­dra­wal from the con­tract, unless Bal­dus expressly decla­res this in writing. 

d) Exten­ded reser­va­tion of title with regard to resale The cus­to­mer is enti­t­led to sell the reser­ved goods in the course of busi­ness. As secu­rity for the purchase price, he assigns to Bal­dus his future purchase price claim against the third party ari­sing from the resale of the item at the time of the con­clu­sion of the con­tract in the amount of the final amount inclu­ding VAT. 

e) Exten­ded reser­va­tion of title with regard to fur­ther pro­ces­sing Any tre­at­ment, pro­ces­sing or trans­for­ma­tion of the purcha­sed item by the cus­to­mer is always done in the name of and on behalf of Bal­dus. In this case, the customer’s enti­t­le­ment to the purcha­sed item con­ti­nues with the remo­de­led item. If the purcha­sed item is pro­ces­sed with other items not belon­ging to Bal­dus, Bal­dus acqui­res joint owners­hip of the new item in the ratio of the objec­tive value of the purcha­sed item to Bal­dus to the other pro­ces­sed items at the time of pro­ces­sing. The same app­lies in the case of mixing. If the mixing takes place in such a way that the customer’s item is to be regar­ded as the main item, it is agreed that the cus­to­mer shall trans­fer pro­por­tio­nal co-owners­hip to Bal­dus and keep the resul­ting sole or co-owners­hip for Bal­dus. To secure the claims against the cus­to­mer, the cus­to­mer also assigns those claims to Bal­dus that the cus­to­mer accrues against a third party through the con­nec­tion of the reser­ved goods with a pro­perty; Bal­dus already accepts this assignment. 

f) Release of col­la­te­ral If the value of the col­la­te­ral exceeds the value of the secu­red claims by more than 15 %, Bal­dus is obli­ged to release col­la­te­ral at the customer’s request. 

§ 6 Warranty 

a) War­ranty claim There are sta­tu­tory war­ranty rights. A war­ranty claim can only arise with regard to the qua­lity of the goods; rea­son­able devia­ti­ons in the aes­the­tic pro­per­ties of the goods are not cove­red by the war­ranty claim. Inso­far as gua­ran­tees are given in addi­tion to the war­ranty claims, you will find their pre­cise con­di­ti­ons for each pro­duct. Pos­si­ble gua­ran­tees do not affect the war­ranty rights. 

b) Rights in the event of minor defects If there is only an insi­gni­fi­cant defect, the cus­to­mer is only enti­t­led to a rea­son­able reduc­tion in the purchase price, exclu­ding the right of withdrawal. 

c) Com­pen­sa­tion for defects No gua­ran­tee is given for damage that can be traced back to impro­per hand­ling or use of the goods. Bal­dus only pays com­pen­sa­tion for defects in the goods in the event of will­ful intent or gross negli­gence. This exclu­sion does not affect lia­bi­lity for damage to life, limb or health. The pro­vi­si­ons of the Pro­duct Lia­bi­lity Act remain unaf­fec­ted by the disclaimer. 

d) Scope of war­ranty In the event of a defect, Bal­dus will, at its own option, pro­vide sup­ple­men­tary per­for­mance in the form of rec­ti­fi­ca­tion of the defect or a new deli­very. The risk of acci­den­tal loss or dete­rio­ra­tion of the item is trans­fer­red to the per­son assi­gned to trans­port it as soon as it is han­ded over. War­ranty claims become sta­tute-bar­red wit­hin one year after the trans­fer of risk deter­mi­ned in this way. 

e) Entrepreneur’s obli­ga­tion to notifyn Obvious defects must be repor­ted immedia­tely in wri­ting; Other­wise the asser­tion of war­ranty claims is exclu­ded. Dead­line is suf­fi­ci­ent for the timely dis­patch. The cus­to­mer bears the full bur­den of proof for all claim requi­re­ments, in par­ti­cu­lar for the defect its­elf, for the time at which the defect was dis­co­ve­red and for the time­li­ness of the noti­fi­ca­tion of defects. 

§ 7 liability 

a) Dis­c­lai­mer Bal­dus and its legal repre­sen­ta­ti­ves and vica­rious agents are only liable for intent or gross negli­gence. Inso­far as essen­tial con­trac­tual obli­ga­ti­ons (con­se­quently such obli­ga­ti­ons, com­pli­ance with which is of par­ti­cu­lar impor­t­ance for the achie­ve­ment of the con­trac­tual pur­pose) are affec­ted, lia­bi­lity is also assu­med for slight negli­gence. The lia­bi­lity is limi­ted to the fore­see­able, con­tract-typi­cal damage. Even in the event of a grossly negli­gent bre­ach of non-essen­tial con­trac­tual obli­ga­ti­ons, Bal­dus is only liable to the amount of the fore­see­able, con­tract-typi­cal damage. 

b) Reser­va­tion of Lia­bi­lity The above exclu­sion of lia­bi­lity does not apply to lia­bi­lity for damage resul­ting from injury to life, limb or health. The pro­vi­si­ons of the Pro­duct Lia­bi­lity Act remain unaf­fec­ted by the disclaimer. 

§ 8 final provisions 

a) Place of juris­dic­tion Our place of busi­ness is agreed as the exclu­sive place of juris­dic­tion for all legal dis­pu­tes ari­sing from this con­tract, pro­vi­ded you are a mer­chant, a legal entity under public law or a spe­cial fund under public law. 

b) Choice of law Unless man­da­tory sta­tu­tory pro­vi­si­ons accord­ing to your home law con­flict with this, Ger­man law, exclu­ding the UN sales law, is deemed to have been agreed. 

c) Severa­bi­lity Clause The inef­fec­ti­ve­ness of indi­vi­dual pro­vi­si­ons does not affect the vali­dity of the remai­ning gene­ral terms and conditions.

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