AGBs

OUR GENERAL TERMS AND CONDITIONS

1. GENERAL

1. GENERAL
a.) These General Terms and Conditions of Sale (GTCs) form the basis of all our offers,
deliveries and services.
b.) All contracts are concluded with Rein Medical GmbH, Monforts Quartier 23, 41238 Mönchengladbach, Germany represented by the managing directors Dr. Peter Kohrs, Ansgar Haase, Thorsten Godulla, Watarai Kenichi and Akira Suzuki (Register Court: Local Court Mönchengladbach, HRB 15810, VAT no. DE811604837, WEEE Reg.ID-No.: DE811604837, WEEE-Reg-No.: DE 59730470) exclusively in accordance with these terms and conditions. Other terms and conditions shall only apply if they have been recognized by us in writing. Acceptance of our service shall be deemed as acceptance of our GTCs, even if the buyer confirms our service with deviating terms and conditions.
c.) These GTCs shall only apply to entrepreneurs, legal entities under public law and
special funds under public law.

2. CONCLUSION OF CONTRACT

a.) Our offers are subject to change. All contracts shall only become valid upon our confirmation. Verbal promises made by representatives and employees are only binding if they are confirmed by us in writing.
b.) A contract is only concluded if we confirm the placed order in writing within 4 weeks or by delivery of the goods.
c.) Information in brochures, offers and written documents about our products, in particular dimensions and technical data, are only approximate and approximate; they do not constitute a guaranteed quality unless the guarantee is given expressly and in writing.
d.) We reserve ownership rights and copyrights to samples, drawings, descriptions, etc. – also in electronic form. These may not be made accessible to third parties without our permission and must be returned to us immediately upon request.

3. PRICES, PAYMENTS

a.) In the absence of a special agreement, the prices are ex works plus VAT at the applicable rate (currently 19%), loading, packaging, freight, postage and unloading. Unless otherwise agreed, the customer shall also bear the costs for the insurance taken out by us in the amount of 5 ‰ of the value of the goods.
b.) Unless otherwise expressly agreed in writing, all invoices are due immediately without deduction.

d.) The buyer shall only be entitled to set-off rights if his counterclaims have been legally established or recognized by us.
e.) We shall be entitled to offset all payments by the customer against the oldest claims, even if the customer has stipulated otherwise. If the Buyer fails to meet its payment obligation on the due date, we may – without waiving any other rights and claims to which we may be entitled – at our discretion terminate the contract, suspend further deliveries to the Buyer and/or charge the Buyer interest on the unpaid amount at a rate of 8% p.a. above the prime rate of the European Central Bank, suspend further deliveries to the Buyer and/or charge the Buyer interest on the unpaid amount in accordance with Section 288 (2) BGB.
f.) If the buyer is in default with his payments, we are also entitled to withdraw from the contract and to demand compensation for non-performance.
g.) If it has been agreed that the buyer can purchase goods on account, we shall nevertheless be entitled to make the delivery or further delivery to the buyer dependent on advance payment or the provision of security if it transpires that no cover note from a credit insurance company can be obtained for the delivery to the buyer. If the buyer does not comply with such a request for advance payment or provision of security within a reasonable period of time, we may withdraw from the contract.
h.) If circumstances become known which give rise to doubts as to the Buyer’s solvency or creditworthiness, we shall be entitled to demand immediate payment of all outstanding invoice amounts – including deferred amounts – and to make further deliveries to the Buyer dependent on advance payment or the provision of security. If the buyer does not comply with such a request within a reasonable period of time, we may, at our discretion, demand compensation and/or withdraw from the contract.

4. DELIVERIES AND DELAY IN DELIVERY

a.) Unless expressly agreed otherwise, all delivery periods and delivery times are subject to change. Agreements on a binding delivery period must be made in writing and are generally expressly designated as “binding delivery period”.
b.) The delivery period shall commence on the date of the order confirmation, but not before complete clarification of all details of the order, agreed receipt of documents and/or advance payments and the provision of any necessary domestic or foreign official certificates.
c.) Delivery periods and dates refer to the time of dispatch from the supplying plant or warehouse. They shall be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own.
d.) Even if a fixed delivery time or a fixed delivery date has been agreed, we must be granted a reasonable grace period if we are in default. e.) If the grace period expires without result, the buyer may withdraw from the contract for the quantity that has not been reported ready for shipment by the end of the grace period.
f.) We shall not be liable for delayed or omitted deliveries caused by an upstream supplier if we are not at fault. In particular, if the goods are ordered in good time by a sub-supplier, our obligation to deliver shall not commence before self-delivery; we shall inform the customer of the deadline for self-delivery and any delays on the part of our sub-supplier. Delivery periods shall be extended – without prejudice to our rights arising from default on the part of the purchaser – by the period by which the purchaser is in default with his obligations to us arising from this or other purchases. Force majeure and circumstances for which we are not responsible shall entitle us to postpone delivery for the duration of the hindrance or a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled. The buyer may demand a declaration from us as to whether we wish to withdraw from the contract or deliver within a reasonable period of time. If we do not make a declaration, the buyer may withdraw from the contract.
g.) The Buyer shall only be entitled to claims for damages due to delay if our liability is not excluded in accordance with No. 8 of these General Terms and Conditions.

5. TRANSFER OF RISK AND SHIPMENT

a.) The risk of damage to or loss of the goods shall pass to the buyer when the goods are handed over to a forwarding agent or carrier, but at the latest when they leave the warehouse or the supplying plant, for all transactions including deliveries. However, the transportation of the goods is insured by us as explained in paragraph 3a.
b.) If the buyer has taken out transport insurance himself and has informed us of this in writing, we shall not be required to take out insurance or pay the costs listed in paragraph 3a.
c.) We are entitled to make partial deliveries to a reasonable extent.
d.) Additional costs for urgent and express shipments made at the buyer’s request shall be borne by the buyer.

6. RESERVATION OF TITLE

a.) The goods shall remain our property until all present and future claims arising from business relations with the Buyer have been fulfilled.
b.) The buyer is obliged to store and mark the goods belonging to us (reserved goods) separately.
c.) The Buyer shall store our reserved goods separately and mark them clearly. The purchaser is obliged to treat the purchased goods with care; in particular, he is obliged to insure them adequately at his own expense against fire, water damage and theft at replacement value. The delivered products or goods of Rein Medical GmbH are to be stored properly by the purchaser.
d.) If our reserved goods are processed or mixed, blended or combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title. The reserved goods may only be sold in the ordinary course of business.
e.) Other dispositions, in particular pledging and transfer of ownership of the reserved goods by way of security, are not permitted. The Buyer hereby assigns to us in advance the full amount of all claims to which the Buyer is entitled in respect of the reserved goods from resale or for other legal reasons; in the case of co-ownership, the assignment shall only cover the share of the claim corresponding to our co-ownership. Resale shall only be permitted if this assignment is secured.
f.) The buyer is authorized to collect the assigned claims in the ordinary course of business and only revocably. At our request, he shall notify his debtors of the assignment. We may also make this notification at any time.
g.) The buyer’s authorization to dispose of the reserved goods and to process, transform, combine, mix and blend them, as well as to collect the assigned claims, shall expire in the event of non-compliance with the terms of payment, unauthorized dispositions, bill and cheque protests and also if insolvency proceedings have been applied for against the buyer or if we become aware of a significant deterioration in his financial situation. In such cases, we shall be entitled to take immediate possession of the reserved goods, to enter the buyer’s premises for this purpose, to demand appropriate information about the reserved goods and any claims arising from their resale and to inspect the buyer’s books insofar as this serves to secure our rights.
h.) Furthermore, we are entitled to expressly prohibit the processing and any modification of the delivered goods subject to retention of title and to revoke the collection authorizations and to notify third parties of the prohibition and the revocation. The costs of collection or return or transfer of indirect possession of the delivered goods subject to retention of title shall be borne by the Buyer.
i.) If and to the extent that the registration and/or fulfillment of other requirements are a prerequisite for the effectiveness of this retention of title, the Buyer shall, without prejudice to our own authority, be obliged to take all necessary actions and make all necessary notifications at its own expense without delay. If and to the extent that the relevant legal system does not permit the agreement of a reservation of title, the Buyer shall provide us with appropriate other security when utilizing trade credit.
j.) In the event of seizure or other interventions by third parties, the buyer must notify the seller immediately so that the seller can take legal action. If the buyer does not comply with this obligation, he shall be liable for the damage incurred.
k.) The seller undertakes to release the securities to which he is entitled at the request of the buyer to the extent that the realizable value of the securities exceeds the claims to which the seller is entitled. The choice of the securities to be released shall be made by the seller.

7. NOTICE OF DEFECTS AND WARRANTY

a.) The Buyer shall inspect the goods and the packaging immediately upon delivery. In particular, the Buyer must open and inspect individual samples of the goods. The Buyer must notify us in writing of all recognizable defects, shortages or incorrect deliveries within five working days of delivery, but in any case before resale, use or processing. Hidden defects must be reported by the Buyer in writing immediately after their discovery.
b.) Our statutory liability for defects shall be limited to subsequent performance, i.e. at our discretion to rectification of defects or replacement delivery. The buyer must give us sufficient opportunity for subsequent performance; otherwise we shall be released from liability for the resulting consequences. Only in urgent cases, for example to ensure operational safety or to prevent disproportionately large damage, may the customer remedy the defect himself or have it remedied by a third party and demand compensation from us for the necessary expenses. The customer must return the replaced parts to us in any case.
c.) If the subsequent performance has failed, the customer is entitled to reduce the consideration or – in the case of significant defects – to withdraw from the contract.
d.) In the case of newly manufactured goods or services, we are liable for one year from delivery; in the case of the sale of used products, our liability is generally excluded.
e.) Claims of the buyer for the performance of covering purchases in the event of non-delivery are excluded.
f.) Further claims of the buyer due to defects other than in accordance with the above paragraphs b.) to e.) are excluded. We are therefore not liable for damage that has not occurred to the product itself and not for other financial losses of the customer.
g.) Our liability according to No. 8 of these General Terms and Conditions is not limited by the above paragraphs b.) to f.).

8. LIABILITY

a.) Our liability extends to our products being free of defects in accordance with the state of the art. Our liability is excluded if our products are stored or used improperly by the purchaser or third parties, in the event of natural wear and tear, improper handling or processing, the use of unsuitable operating materials, and in the event of damage caused by work carried out by third parties that has not been expressly authorized by us.
b.) Our liability, irrespective of the legal grounds, shall be limited to intent, gross negligence and simple negligence in the event of a breach of a material contractual obligation by us or our vicarious agents. In the event of simple negligence, we shall only be liable for damages that are foreseeable and typical due to the contractual use of the goods.
c.) All limitations of liability listed in these terms and conditions do not apply to personal injury, to damage caused by the absence of a quality that we have guaranteed, or to claims under the Product Liability Act.

9. WRITTEN FORM, PARTIAL INVALIDITY

a.) Amendments, supplements or the mutually agreed termination of this contract should be made in writing if possible. Notifications by fax or other means of electronic transmission fulfill the written form requirement. The same applies to other declarations by the contracting parties which are necessary to justify, safeguard or exercise their rights, in particular notices of defects, setting of deadlines or unilateral declarations of termination.
b.) Should a provision be or become void or ineffective, the validity of the other provisions shall remain unaffected.

10. PLACE OF PERFORMANCE, PLACE OF JURISDICTION, APPLICABLE LAW

a.) The place of performance for the Buyer’s payment obligations and for our obligations is Mönchengladbach.
b.) The place of jurisdiction for disputes arising from and in connection with this contract shall be Mönchengladbach. However, we shall be entitled, at our discretion, to bring actions against the Buyer at the Buyer’s general place of jurisdiction.
c.) The law of the Federal Republic of Germany shall apply to all legal relationships between the Buyer and us. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

d.) Letters a.) and b.) of this clause shall only apply if the buyer is one of the persons mentioned in Section 38 (1) ZPO.