Terms and Conditions of Order, which also apply to all future deliveries of Reinbold GmbH Co. KG
1.1 These Terms and Conditions of Order apply to all transactions - including future ones. These shall also be valid if no special reference is made to them. As far as purchasing conditions of REINBOLD's Customers contradict, they are ineffective, even if REINBOLD does not explicitly contradict them. On the other hand, even in case of deviating terms and conditions of purchase, these terms and conditions of purchase shall be deemed to be agreed upon, unless the Customer immediately and expressly objects to the order confirmation. An objection in general terms and conditions of purchase is not sufficient for this purpose.
1.2 If the customer's terms and conditions of purchase should nevertheless take precedence, this precedence shall only relate to the respective individual clause of the terms and conditions of purchase, but not to the terms and conditions as a whole; these terms and conditions of order shall apply in addition.
1.3 By accepting the delivery item, the customer submits to these terms and conditions of order in any case.
1.4 Reinbold medical devices are manufactured, tested and placed on the market in accordance with REGULATION (EU) 2017/745 of the EUROPEAN PARLIAMENT and of the Council. The export to countries; REGULATION (EU) 2017/745 deviating provision for the manufacture, testing, approval and operation of medical devices is not permitted. E.G.: USA, Canada and other countries.
2.1 Unless expressly stated otherwise, all offers are subject to change without notice. REINBOLD reserves the right to sell in the meantime.
2.2 Illustrations, drawings, brochures and other documents such as offers may not be photocopied, reproduced or otherwise made available to third parties.
3.1 Orders become binding for REINBOLD only by written confirmation. Für den Umfang und Gegenstand der Lieferung ist allein eine Auftragsbestätigung durch REINBOLD maßgebend.
3.2 If a declaration of acceptance by REINBOLD contains extensions, restrictions or other changes compared to the order, the Customer shall be deemed to have given his consent, if he does not object immediately.
3.3 Verbal agreements, also those concerning additional agreements or deviations from these terms of delivery, become legally effective for REINBOLD only with written confirmation. The cancellation of this written form clause can only be made in writing.
3.4 As far as REINBOLD accepts orders, this is always subject to proper delivery by its subcontractors. REINBOLD is released from its obligation to deliver, if in case of improper delivery by the sub-supplier the selection of the sub-supplier has not been made recklessly and a congruent hedging transaction has been concluded with the sub-supplier.
4.1 Our prices are valid ex warehouse Malterdingen.
4.2 If material costs, wages, freight etc. increase after confirmation of the order, REINBOLD shall be entitled to increase the prices at any time within the scope of a continuing obligation or in case of deliveries to a merchant, otherwise only in case of an agreed delivery period of more than 4 months, according to its reasonable discretion.
4.3 Unless otherwise agreed, the prices of the REINBOLD price list valid on the day of delivery shall apply. Value added tax is always shown separately and is not included in the offer or list price.
5.1 Samples of goods shall be deemed to be non-binding illustrative samples showing the approximate type of the goods on average.
5.2 Assurances and warranted characteristics (guarantee of characteristics) are only given if they are expressly designated as such. Otherwise, dimensions, weights, performance, quality, etc., illustrations and other technical specifications - also those in brochures, letters, offers, order confirmations and invoices - are always non-binding for REINBOLD and, especially in brochures, are always subject to change.
5.3 We reserve the right to make technical changes.
6.1 Delivery time specifications can always only be regarded as approximate and are non-binding for REINBOLD, unless they are expressly designated as binding by REINBOLD.
6.2 Events of force majeure and operational disruptions, including strikes and lockouts, as well as other events that impede production by REINBOLD or its sub-suppliers, in particular difficulties in procuring materials, give REINBOLD the right, even within the delay, to extend the delivery periods in accordance with the impairment or to withdraw from the contract, without the Customer being entitled to claims for damages as a result.
6.3 In case of delay in delivery or in case of impossibility for which REINBOLD is responsible, the Customer is entitled to withdraw from the contract after expiry of a reasonable, but at least 30 days grace period. The grace period must be set in writing and expressly designated as such.
6.4 Partial deliveries are permitted to REINBOLD, as far as this is reasonable for the Customer. Goods ordered on call will be invoiced in case of non-collection at the latest after 30 days from readiness for dispatch without special notice. The delivery does not include the application or commissioning of the delivered goods by REINBOLD's personnel. In case of a certain scope of delivery, REINBOLD reserves the right to insure the shipments at the expense of the Customer. If the recipient insures the goods himself, this has to be explicitly stated in the order.
7.1 Deliveries of REINBOLD are to be paid net without deductions after delivery or, in case of contracts for work and materials, after acceptance within 10 days, unless otherwise agreed in writing.
7.2 Delivery for new customers and small orders shall be made as advance payment or cash on delivery.
7.3 If several invoices or claims are outstanding, a payment shall be offset against the oldest claim in each case, even if the customer has stipulated otherwise.
7.4 The retention of payments is excluded in the case of delivery to a merchant.
7.5 Offsetting against a claim is excluded unless it is an undisputed claim or a claim that has become res judicata.
7.6 If REINBOLD becomes aware of an unfavourable financial situation of the Customer - in particular default of payment - before or after delivery, REINBOLD is entitled to demand immediate payment in full or sufficient security, irrespective of the time and the reasons for its occurrence, or, if this demand is not met, to withdraw from the contract while maintaining the claim for compensation of expenses and lost profit.
8. Shipment shall be effected at the Customer's expense and risk, including the risk of frost, as soon as the consignment leaves REINBOLD's own warehouse or the warehouse commissioned by the Customer; the latter shall also apply in case of transport by REINBOLD's vehicles and in case of agreement on carriage paid delivery. Likewise, the risk is transferred to the Customer 14 calendar days after the dispatch of the notification of readiness for dispatch.
9. packaging materials are charged at a flat rate.
Return of goods: The buyer has no right to return goods that have been properly delivered by us. The return is only possible by way of exception for goods in their original packaging, subject to prior agreement. In any case, we are entitled to charge a handling fee of 25% of the value of the goods in the event of a return.
10. Return of goods: The buyer has no right to return goods that have been properly delivered by us. The return is only possible by way of exception for goods in their original packaging, subject to prior agreement. In any case, we are entitled to charge a handling fee of 25% of the value of the goods in the event of a return.
11. default of payment occurs in case of delivery to a merchant with expiration of 10 days from date of invoice without further reminder. REINBOLD is then - otherwise from reminder - entitled to charge default interest in the amount of 5% above the base interest rate without further proof; otherwise, default with one payment results in the immediate maturity of all other claims.
12.1 Default of Acceptance. If the Customer does not accept the delivery item or if he does not perform an essential cooperation service despite a reasonable grace period, REINBOLD shall be entitled in case of fault to demand compensation from the Customer for the costs incurred due to the default of acceptance, whereby the assertion of a higher damage shall not be excluded thereby.
12.2 The customer shall be at liberty to prove a lesser loss.
13.1 Complaints, deliveries and services by REINBOLD shall be inspected or accepted immediately after receipt or notification of the essentially defect-free production. The acceptance is implied by the use of a work which is essentially free of defects. Complaints of any kind, including wrong deliveries and the delivery of excess or short quantities as well as the absence of warranted characteristics (guarantee of characteristics) must be notified in writing. The rejected goods may not be processed.
13.2 In case of a notice of defect justified in due form and time, the Customer shall be entitled to rectification of the delivery or - at REINBOLD's option, if the Customer is not a consumer - to delivery of defect-free goods. In case of failure of the rectification of defects or subsequent delivery, the Customer may, at his option, demand a reduction of the remuneration (abatement) or withdraw from the contract, if the provisions of the law on sales apply to the contract. If the provisions of the contract for work and services are applicable, the statutory provisions shall apply with regard to withdrawal and reduction.
13.3 In case of delivery to a merchant, the following shall additionally apply: REINBOLD must receive notification of defects which are visible upon proper inspection within 7 calendar days from receipt of the goods at the latest, otherwise the goods shall be deemed to have been approved.
13.4 The warranty is limited to 12 months from delivery or, in the case of construction of an installation, from acceptance.
14 Modifications to devices or systems, as well as the installation of spare parts, should only be carried out by trained specialists authorised by REINBOLD. Modifications and alterations to medical devices are generally not permitted. Modified medical devices no longer comply with the basic requirements, the CE marking becomes invalid and operation as a medical device is not permitted.
15.1 If a claim is made against the Customer due to infringement of property rights by goods delivered by REINBOLD or a work created by REINBOLD, the Customer shall immediately and continuously inform REINBOLD about all matters concerning such a claim and in particular provide REINBOLD with the necessary documents and information.
15.2 The Customer shall authorise a legal or patent attorney appointed by REINBOLD to conduct any disputes. The additional involvement of another lawyer by the Customer remains unaffected.
16.1 Retention of title: The goods shall remain our property until full payment, including all ancillary claims and future claims arising from the business relationship, including in the event of sale to third parties or further processing.
If a current account is maintained, the retention of title shall also extend to its balance.
16.2 The Customer may only sell or otherwise use the goods owned by REINBOLD in the ordinary course of business under conditions customary in the industry or commit himself to do so. Furthermore, he may not be in default of payment.
16.3 In case of combination with other goods, this is done on behalf of REINBOLD with the consequence that REINBOLD becomes owner of the new product according to the value of the reserved goods (invoice value) of the final product. In case of resale or installation into a foreign property, the Customer of REINBOLD already now assigns to REINBOLD the claim against his customer (including the right to register a security mortgage according to § 648 BGB) in the amount of REINBOLD's invoice to secure his claims from the business relation. Payments of this Customer to REINBOLD's Customers, which are not forwarded to REINBOLD, are primarily credited to the part of the total claim not assigned to REINBOLD, unless the payer explicitly determines otherwise.
16.4 As far as claims have been assigned to REINBOLD, the Customer is obliged to provide REINBOLD with any information and to hand over the documents. Until revocation at any time, the Customer is authorised to collect the claim on behalf of REINBOLD; REINBOLD's right to collect remains unaffected.
16.5 The Customer is obliged to inform REINBOLD immediately about seizure and other access of third parties to goods of REINBOLD or the claims assigned to REINBOLD. Costs of an intervention are for the Customer's account. If the securities given to REINBOLD exceed the amount of its claim by more than 25%, REINBOLD is obliged to reassign the corresponding amount upon request.
16.6 Upon fulfilment of REINBOLD's claims including all ancillary claims, all securities are transferred to the Customer without special transfer.
17.1 Claims for damages of the Customer of any kind with the exception of those based on the breach of pre-contractual obligations or on a strict basis - also e.g. those based on positive breach of contract, breach of a duty to advise or inform, defective delivery etc. - are excluded, unless they are based on intent or gross negligence, the absence of warranted characteristics (property guarantee) or the breach of essential contractual obligations. As far as REINBOLD is liable thereafter, this does not apply to unforeseeable damages.
17.2 In case of delivery to a merchant, this exclusion shall also apply to such damages which are based on gross negligence of REINBOLD's fitters.
17.3 The Customer shall support REINBOLD in every reasonable way in the defence against claims from the point of view of product liability. The Customer shall inform REINBOLD immediately about any cases of damage or other conspicuities in connection with the products of REINBOLD.
18. The assignment of claims against REINBOLD to third parties is excluded.
19. Place of Performance and Jurisdiction. Place of performance for all claims resulting from contracts concluded with REINBOLD, for delivery and payment is Emmendingen. Exclusive place of jurisdiction for all mutual claims arising from the business relationship including claims from cheques and bills of exchange as well as for the question of the validity of the contract itself is the place of jurisdiction responsible for Emmendingen, as far as legally permissible. At REINBOLD's option, however, the competent court for the Contractual Partner's place of business may also be invoked. The law of the Federal Republic of Germany shall apply under exclusion of the UN Convention on Contracts for the International Sale of Goods.