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General Conditions of Payment and Delivery

PSM Medical Solutions

The following conditions shall apply to all of our export sales, deliveries and services, unless otherwise agreed upon in writing and insofar as Purchaser is an entrepreneur (“Unternehmer”) according to the German Civil Code (BGB). Purchaser's conditions shall only apply when explicitly approved by us in writing.

1. Offer and Conclusion of Contract

1.1 Our offers are not binding. They are merely a request to the Purchaser to place an order.
All documents pertaining to an offer (as for example pictures, drawings, measures and weights) are only binding when confirmed by us explicitly in writing.

1.2 Purchaser's orders shall only be deemed as accepted when confirmed by us in writing (“order confirmation”). Any amendments or changes of the contract have to be confirmed by us in writing. The scope of delivery is defined by our written order confirmation.

1.3 We reserve unlimited ownership and copyright with respect to estimates of costs, pictures, drawings and other documents. None of these documents shall be made accessible to third parties. Drawings corresponding to our offers as well as other documents relating to orders have to be returned to us immediately upon request in case the Purchaser should withdraw an order.

2. Prices

The prices shall be ex works Tuttlingen excluding packaging and transport without V.A.T. valid at time of conclusion of the contract for sale.

3. Payment

3.1 In general we deliver the goods only after our invoices have been fully paid in advance. Any service performance (for example repairs) as well as delivery of spare parts shall be payable immediately net without any deduction.

All payments have to be executed in EURO.

3.2 In case we agree that purchaser pays after having received the goods within a certain limit of time and if Purchaser should fall into arrears with his payment, we shall charge the usual bank interest rates, at least 5 % above the discount rate of the European Central Bank (Frankfurt) valid at the time of falling into arrears. Our right to claim additional damages because of the Purchaser being in arrears shall not be excluded.

3.3 Payments shall only be considered as executed when the complete payment is fully at our disposal (on our bank account).

3.4 Purchaser may offset payment only if his claims are legally confirmed, not disputed or expressly acknowledged by us. Purchaser has no right of retention of payments with respect to disputed counterclaims.

3.5 If there is any reasonable doubt about Purchaser's solvency or if purchaser is engaged in any bankruptcy procedure, all claims deriving from our business relation shall become payable immediately. Additionally, we have the right to ask for advance payment or another security at our discretion.

4. Delivery Period

4.1 Any dates fixed for delivery of goods and/or services shall only be binding when explicitly confirmed by us in writing. Delivery period shall start with dispatch of the order confirmation, but not before receipt of all documents to be provided by the Purchaser.

4.2 The period of delivery is met if the goods to be delivered leave our factory before expiry of the relevant period or - alternatively - if notification of "ready for dispatch" will be made.

4.3 Force majeure, strikes, operational breakdowns or other circumstances, which are beyond our or our supplier's control, and for which we are not responsible shall suspend our obligation of delivery and extend the time for performance according to the duration of the respective hindrance and its effects. We shall not be responsible for the aforementioned circumstances, even if they should occur during a period when we are in arrears. We shall inform Purchaser about the start and the end of all of such hindrances in important cases as soon as possible.

4.4 The meeting of the delivery period requires that the Purchaser fulfils all of his contractual obligations.

5. Shipment and Transfer of Risk

5.1 The risk of damage of goods shall be transferred to Purchaser as soon as the delivered goods are to be passed over to the transportation agent. This also applies in case of partial deliveries or in case we have accepted other services, e.g. shipment or transportation itself.

5.2 In case of delay of shipment due to reasons within Purchaser's responsibility, the risk of damage of the goods shall pass on to the Purchaser on the day of "ready for dispatch" . In this case, we will store the goods at Purchaser's expense. We will charge for such storage at least 1 % of the respective invoice balance per each month started, at most 10% of the invoice. If asked for by Purchaser, we will insure the goods appropriately at his expense.

5.3 Partial deliveries shall be permitted within reasonable limits.

5.4 We choose the appropriate packaging and means of shipment at our discretion unless otherwise agreed upon. Purchaser shall check all delivered goods immediately and with due care. Visible transport damages have to be notified to the transport agent immediately. Purchaser has to inform us in writing about such damages as well, at least within 5 workdays. If Purchaser should not meet this obligation, delivered goods shall be deemed to have no transport damages.

6. Warranty

6.1 We guarantee for our goods being at the state-of-the-art of technology and default-free in fabrication and material according to the technical standards valid in Germany at the time of conclusion of our contract.

6.2 Guarantee period shall be 12 months, starting with the delivery date.

Wearing parts, transportation damages as well as damages caused by non appropriate treatment or due to the use of unsuited means of production or chemical, electronical or other influence shall be excluded from the above-mentioned warranty.

6.3 The Purchaser has to check the goods immediately after receipt with respect to any defects and if the delivered goods are in accordance with the ordered goods and if the agreed quantity has been met.

6.4 Claims of defects have to be brought at our attention within 14 days after receipt of the goods in writing. Hidden defects have to be notified immediately after their detection in writing. All claims because of a defective good shall lapse, if notification is not made within the above mentioned periods of time.

6.5 If a claim of defect is justified and notified within the prescribed period of time, Purchaser shall have the rights as laid down by law. In case of repair of a defective good, repair shall be executed at our factory. In this case Purchaser has to send the relevant item to us

In case Purchaser or a third party should undertake inappropriate modifications or repairs of the goods without our previous approval (including service jobs), we shall not warrant for any consequences deriving from this behaviour.

If a replaced good should also have defects or if the repair should fail, the Purchaser has the right, at his own discretion, to return it or ask for a price reduction. Repaired and replaced parts of the goods shall become our property. They have to be mailed to our premises cost-free, if requested by us.

7. Option to Return Goods

7.1 Purchaser has the option to return delivered goods within 30 days from date of invoice when having our prior confirmation in writing. In such case deliverance of goods has to be free of charge to our domicile (78532 Tuttlingen). Implants as well as sterile products having an opened package or a damaged label will not be taken back.

Products made on special request for a Purchaser will in general not be taken back by us.

7.2 Returned goods will be credited on the basis of the net product value minus 15%. In case rework costs in order to prepare the returned goods for an additional sale should arise, those costs will be deducted additionally.

7.3 The return option may neither be put for goods which are not listed in our relevant current price list anymore nor for phase out products nor for specially manufactured items.

8. Reservation of Title

We reserve the title of the goods delivered by us until the Purchaser has settled all claims arising out of our business relation.

9. Liability

We are liable for our behaviour according to the provisions of law, insofar as Purchaser should claim damages caused by our culpable behaviour (including behaviour of our legal representatives and/or accomplices) and only if such behaviour has led to harm of life, body or health.

If we (or our legal representatives and/or accomplices) should breach an essential contractual obligation merely due to negligence, our obligation to pay damages is restricted to typical and reasonably predictable damages. Essential contractual obligations are such obligations, which make the enforcement of the contract feasible and with respect to which the Purchaser may rely us to keep to. We shall not be liable for the negligent breach of minor obligations.

Any further liability, especially for loss of profit, shall be excluded.

Any liability on the basis of the German Product Liability Statute (Produkthaftungsgesetz) or any special provision for medical products shall not be touched by the aforementioned limitation of liability.

10. Place of Performance

Place of performance with respect to delivery and payment shall be the domicile of PSM Medical Solutions, Tuttlingen (Germany).

11. Trace Back Obligation

Purchaser will inform us immediately and comprehensively in writing about all incidents and experiences which might constitute a notifyable incident or “almost incident” according to EC-law with respect to the delivered goods. Purchase shall support PSM as well as all parties involved to the best of his abilities to clear the facts in such case.

Purchaser shall maintain a “trace back system” at least for the medical product classifications II a, II b and III (according to Annex IX of the EC-Directive 93/42/EC) which enables one to relate each delivered good to the relevant customer being the final user of the good. Therefore, Purchaser shall pass on to his customer the LOT-Number to be found on each product or product label delivered by us. Purchaser shall inform us immediately and at any time about the way, scope and durance of a trace back when being asked by us to do so.

12. Intellectual Property

Purchaser may use our trademarks (especially “PSM®”), trade names or other protected intellectual property only in accordance with the relevant law(s) and with the usual scope of business. In case we should manufacture a product for Purchaser based on Purchaser’s drawings, it is Purchaser’s sole responsibility that there is no violation of any third parties’ rights, especially IP rights. In such cases Purchaser shall hold us harmless from all claims potentially coming from any third parties because of violation of any of those rights, including costs of legal action. If we should be involved in such action in court, Purchaser shall support us to the best of his abilities.

13. Applicable Law and Place of Jurisdiction

13.1 Purchaser shall strictly keep to our instructions concerning the use and application of our products. Otherwise we can not accept any claims for defects.

13.2. Place of Performance shall be D-78532 Tuttlingen

13.3 In all cases of disputes with respect to this agreement and all single transactions based on this agreement, all claims have to be made at the court of our domicile (currently D-78532 Tuttlingen, Germany), provided that Purchaser is a merchant or a legal person or a separate estate under public law. Additionally, we are entitled to take the Purchaser to court at his domicile.

13.4 This contract shall be governed exclusively by German substantial Law, especially the BGB and HGB. The United Nations Convention for the International Sale of Goods of 1980 (“Vienna Convention”) shall be explicitly excluded.

PSM Medical Solutions July 2010