General Delivery and Payment Terms

1.    Validity
1.1    Unless explicitly stated otherwise, the following “general delivery and payment terms” (hereinafter referred to as GDPT) are valid for all contracts, deliveries, and other services part which are part of the business transactions of Heyer Medical AG with non-consumers, in the sense of § 310 (1) BGB.

1.2    Any deviating terms, especially purchaser purchase terms, are hereby expressly excluded.
Any subsidiary agreements and amendments to the GDPT require the written consent of Heyer Medical AG in order to be considered valid.

1.3    Within the scope of an ongoing business relationship, the GDPT shall also constitute part of this contract even if no explicit reference is made to its inclusion.

2.    Offer and execution of the contract
2.1    All offers on the part of Heyer Medical AG are non-binding and subject to availability.

2.2    Orders shall be considered accepted when Heyer Medical AG either provides written confirmation or fills the order immediately after receipt of the order. In these cases, the delivery note or invoice shall be considered confirmation of the order.

2.3    Should Heyer Medical AG, after conclusion of the contract, become aware of facts, especially default on payment to previous purchaser suppliers which—based upon dutiful commercial discretion-lead to the conclusion that the purchase price claim may be threatened due to the purchaser's inadequate performance, Heyer Medical AG is authorized to request that the order be fulfilled by their choice of purchaser, or may request that an adequate guarantee be provided. Upon refusal, Heyer Medical AG is authorized to withdraw from the contract and to deem any invoices for partial deliveries that have already occurred as immediately due for payment.
 
3.    Data storage
The Purchaser is hereby informed that Heyer Medical AG stores and processes personal data accrued within the framework of business relationships in accordance with the provisions of the Federal Data Protection Act (BDSchG).

4.    Delivery and acceptance
4.1    In the event that mounting or assembly is to be carried out by Heyer Medical AG, the Purchaser shall, unless otherwise stipulated, bear all associated additional costs, such as travel costs and accommodation allowances for  mounting and assembly personnel.

4.2    Partial deliveries are permissible, within reason.

4.3    All listed delivery dates are approximate. If any arranged delivery dates are not upheld by Heyer Medical AG, the Purchaser must provide Heyer Medical AG with written notice of an appropriate extension on delivery date of at least two weeks. After this extension on delivery date has passed, the Purchaser is authorized to withdraw. Heyer Medical AG is authorized to subsequent delivery until Heyer Medical AG receives written notice f a declaration to withdraw.

4.4    The delivery period shall be extended appropriately-even in case of default on payment-in the case of acts of God and all unforeseen obstacles for which Heyer Medical AG is not liable occurring after conclusion of the contract (especially interruption of operations or disruptions in traffic routes), provided that these obstacles can be proven to be of crucial importance to delivery. This is also true if such circumstances occur with Heyer Medical AG suppliers.

Heyer Medical AG shall inform the Purchaser of the start and end date of any such obstacles as soon as possible. The Purchaser may request a declaration from Heyer Medical AG regarding whether the latter would prefer to withdraw or to make a delivery within an appropriate period of time. Should Heyer Medical AG fail to provide this declaration immediately, the Purchaser may withdraw. In this case, the Purchaser is not entitled to any claims for damages.

4.5    Should the Purchaser delay acceptance, Heyer Medical AG is authorized, after granting a grace period of five days, to elect whether to provide an invoice at the time of provision or to withdraw from the contract.
    This does not affect this party's ability to file a claim for damages. Storage of any goods not removed by the Purchaser shall occur at his liability and shall incur storage costs.
 
5.    Shipping costs
Shipping costs shall be borne by the Purchaser unless explicitly stated otherwise in writing.

For order and purchase amounts under € 100.00, Heyer Medical AG shall assess a small order surcharge in the amount of € 10.00 per order.

6.    Payments terms and default on payment
6.1    All prices are listed in Euros and are subject to VAT in the legally  permissible amount ex works. Unless stipulated otherwise, the purchase price is due immediately upon receipt of the goods.

6.2    If no payment period has been stipulated, then the Purchaser shall automatically be considered in default on payment if payment has not been transferred to the accounts listed on the reverse side of this sheet within two weeks of the invoice date; otherwise, this party shall be considered in default on payment after the payment period has elapsed. Legal provisions are also applicable. No stipulated cash discounts shall be granted in the event that the Purchaser has been in default on payment for earlier deliveries.

6.3    Default interest and interest on arrears in the sense of § 353 HGB comply with the legal provisions of §§ 288, 247 BGB.

6.4    Payments remitted via check or bill of exchange shall only be accepted after express agreement and on a cash basis. In the case of a disputed check or bill of exchange, Heyer Medical AG can demand immediate payment in cash, concurrent with return of the document.

6.5    In the case of a default on payment, Heyer Medical AG is authorized to partially or fully withdraw from all ongoing agreements with the Purchaser.

6.6    This party reserves the right to make appropriate price modifications due to changes in wage, materials, or operating costs for deliveries occurring at least three months after conclusion of the contract.

6.7    The Purchaser is only entitled to compensation if his counterclaim is considered legally binding or is uncontested. The Purchaser shall only be entitled to exercise rights of retention to the extent that his counterclaim stems from the same contractual relationship.

7.    Notice of defects, guarantees, and liability
7.1    Heyer Medical AG grants legal warranty rights. Apparent defects, transportation damages, incorrect quantities, and false deliveries are to be reported within one week. If the Purchaser is a dealer, §§ 377 ff. HGB are applicable.

7.2    In the case of substantiated complaints, Heyer Medical AG may, in consideration of the type of defect and the justified interests of the Purchaser, determine the type of subsequent rectification (replacement delivery, remedy of the defect). The Purchaser shall, in accordance with the agreement, offer Heyer Medical AG the required time and opportunity to remedy any defects or perform subsequent deliveries.

7.3    After two unsuccessful attempts to remedy the defect, the Purchaser is authorized to reduce the sale price or withdraw from the contract rather than await remedy. The Purchaser may not request compensation for any needlessly incurred expenses.

7.4    No claims for damages shall be made solely based on minor deviations from the stipulated quality, provided that this deviation does not limit the function or safety of the products; nor in the case of natural or negligent treatment, excessive claims, inappropriate equipment, failure to comply with the provisions of the respective operating instructions, as well as the guidelines of the Medicinal Products Manufacturers Ordinance in accordance with the Medicinal Products Act (MPG), the results of inadequate maintenance work, inappropriate equipment environments in Customer/Manufacturer facilities, or which arise as a result of extraordinary external influences which were not accounted for within the terms of the contract, as well as in cases of non-reproducible software errors.

Should unauthorized modifications or maintenance work be performed by the Purchaser or by third parties, no resultant claims can be made against Heyer Medical AG.

7.5    The Purchaser may make no claims for the expenditures required to fulfill this purpose, especially transport, road, labor, and material costs, provided that these expenditures increased because the delivered goods were later transported to a location other that the Purchaser's registered offices. This does not apply if this transfer corresponds to the item's intended use.

7.6    In the case of third-party items, Heyer Medical AG's guarantee is limited to the assignment of claims against its suppliers. In the event that the Purchaser is also unable to exercise his legal warranty rights against the supplier or the third-party item, Heyer Medical AG shall grant a guarantee within the framework of this GDPT.
 
8.    General limitations on liability, recourse, and statute of limitations
8.1    Heyer Medical AG is liable for failure to fulfill contractual and extra-contractual duties, especially due to impracticality, default on payment, fault in contract negotiations, and unauthorized processing-included management and agents-only in cases of willful intent and gross negligence, limited to typical, contractually foreseeable damages. Furthermore, Heyer Medical AG is not liable for defect damage or consequential damage.

8.2    These limitations do not apply to intentional violation of significant contractual duties by the recipient, provided that this endangers the ability to fulfill the contract's purpose, or for intentional damage to life, limb, and health in the case of mandatory liability in accordance with the Product Liability Act. Rules regulating distribution of the burden of proof remain unaffected.

8.3    If Heyer Medical AG delivers a defect-free replacement, it may make a claim for the surrender of the defective goods.

8.4    The Purchaser has no rights of recourse against Heyer Medical AG in accordance with § 478 BGB. Compensation for any rights of recourse on the part of the Purchaser shall the taken into consideration during pricing. Compensation for minor warranty claims shall be remitted by means of a blanket reduction in price.

8.5    Unless stipulated otherwise, the statute of limitations for contractual claims arising against the Purchaser on behalf of Heyer Medical AG on the occasion of and in association with the delivery of goods shall expire one year after delivery of said goods. This limitation shall not apply to goods used in accordance with their intended use and installed in larger machinery and which are the cause of defects. The liability of Heyer Medical AG for intentional or grossly negligent breaches of duty, and for intentional damage to life, limb, and health remain unaffected.

8.6    The statute of limitations of § 438 (1)(3) BGB is applicable here, provided that the delivered goods were used in the Purchaser's facility in accordance with the usage and maintenance instructions provided by Heyer Medical AG.
 
9.    Retention of property
9.1    Heyer Medical AG reserves the right to retain possession of goods until receipt of the full purchase price. For goods that the Purchaser receives within the framework of an ongoing contractual relationship with Heyer Medical AG, Heyer Medical AG shall retain these wares until all claims against the Purchaser resulting from the contractual relationship, including any order occurring later, are satisfied. This also applies if any or all orders from Heyer Medical AG are listed in a consolidated invoice and the account balance is determined and acknowledged.

In cause of default on payment, Heyer Medical AG is authorized to withdraw and may reclaim its goods in accordance with legal provisions. The purchaser is, in this case, obligated to return the wares.

9.2    If the reserved goods are processed by the Purchaser as movable objects, then they shall also be processed in that manner for Heyer Medical AG the latter being obliged to do so. The new item shall be considered property of Heyer Medical AG. When processing wares that do not belong to Heyer Medical AG, Heyer Medical AG shall obtain joint ownership of the new item in accordance with the ratio of the value of the delivery item to that of the associated items at the time of processing. If the reserved items are not associated, mixed, or blended with the wares belonging to Heyer Medical in accordance with §§ 947, 948 BGB, then Heyer Medical AG shall obtain joint ownership in accordance with legal provisions. Should the Purchaser obtain sole ownership of the new item, he shall transfer joint ownership to Heyer Medical AG in accordance with the ratio of the value of the delivery item to that of the associated items at the time of processing. In this case, the Purchaser shall immediately store the item for which Heyer Medical AG has sole or joint ownership and which is also considered a reserved good in the sense of the previously listed condition.

9.3    If the reserved goods are sold alone or together with goods not belonging to Heyer Medical AG, the Purchaser shall assign all accounts receivable arising from the resale in the amount of the value of the reserved goods, with all ancillary rights, before the others; Heyer Medical AG shall accept this assignment. The value of the reserved goods is the invoice amount
of the Purchaser, who is not taken into consideration provided that he is opposed by third-party rights.

If the re-sold reserved goods remain in joint ownership of Heyer Medical AG, then the assignment of accounts receivable shall extend to the amount corresponding to the value of Heyer Medical AG's share of the joint property. The installation of reserved goods in larger systems also counts as sale.
 
9.4    The Purchaser in only authorized and entitled to re-sell, use, or install the reserved goods in accordance with proper business practices and on the condition that the claim in the sense of 9.3 is transferred to Heyer Medical AG. The Purchaser is not entitled to make use of the reserved goods in any other manner, especially to pledge or assign these goods as collateral security.

9.5    Heyer Medical AG authorizes the Purchaser, reserving the right of revocation, to collect on any claims transferred in accordance with 9.3. Heyer Medical AG will make no use of its own authority to collect, provided that the Purchaser fulfills his payment obligations, including those to third parties. At the request of Heyer Medical AG, the Purchaser shall provide the name of the debtor for the transferred claim and notify them of the transfer; Heyer Medical AG is also authorized to inform the debtors of the transfer.

9.6    The purchaser shall inform Heyer Medical AG immediately and provide the latter with any necessary documents pertaining to the enforcement measures of third parties with respect to reserved goods or in the transferred claims.

9.7    The right to re-sell, use, or install the reserved goods and the authorization to collect upon transferred claims shall expire upon receipt of payment and/or upon the request to initiate bankruptcy proceedings; in case of a disputed check or bill of exchange, the direct debit authorization shall likewise expire. This does not apply to the rights of the insolvency administrator.

9.8    Should the value of the granted securities exceed the claims (potentially reduced by advance or partial payments) by more than 20%, then Heyer Medical AG is obligated to either reassign or release, at its own discretion.

Ownership of the reserved good and the transferred claims shall be transferred to the Purchaser with repayment of all Heyer Medical AG claims arising from the business relationship.

10.    Returns and exchanges
The return and exchange of goods are fundamentally excluded. Provided that Heyer Medical AG makes an exception and accepts returned goods for whose return the former is not responsible, a credit note shall be created only for immaculate, unmodified, and unprocessed goods in the amount of 80% of the invoice amount.

For replacement parts and accessories, a processing fee of 20% of the invoice amount shall be levied for returns.

11.    Copyrights
Heyer Medical AG shall retain all proprietary rights and copyright protections for drawings, technical documents, and other tangible and intangible information, including in electronic form. These rights may not be extended to third parties without the express, previous consent of Heyer Medical AG.

12.    Safety regulations
The Purchaser is responsible for and obligated to comply with national laws, ordinances, safety law guidelines, particularly with regard to authorization, installation, operation, maintenance, and repairs to the delivered items. The Purchaser is obligated to free Heyer Medical AG from all claims arising from failure to comply with these regulations.

13.    Court of jurisdiction and applicable law
13.1    The place of performance and court of jurisdiction for deliveries and payments, as well as all disputes arising between the contractual parties, shall be-provided that the Purchaser is an agent, legal entity under public law, or a special fund under public law-the registered offices of Meyer Medical AG. Heyer Medical AG is, however, entitled to raise suit against the Purchaser at the location of his registered offices.

13.2    The relationship between the contractual parties is governed exclusively by the law of the Federal Republic of Germany, to the exclusion of UN sales law.