General Terms of Business

1        General, scope of application

1.1   These GTC apply exclusively. Terms and conditions of customers that deviate from or contradict these GTC shall not be recognised by Hoenle Medical unless Hoenle Medical expressly agrees to their validity in writing.

The customer’s terms and conditions shall not apply even if Hoenle Medical does not separately object to their validity in individual cases. Even if Hoenle Medical refers to a letter containing or referring to the customer’s terms and conditions, this does not constitute an agreement with the validity of those terms and conditions.

1.2     Oral collateral agreements have not been made. All agreements made between Hoenle Medical and the customer must be in writing. E-mail is sufficient.

This shall apply, in particular, to legally relevant declarations and notifications to be submitted by the customer to Hoenle Medical after conclusion of the contract, for example setting of deadlines, notifications of defects, declarations of withdrawal or reduction.

1.3     Customers in the sense of these terms and conditions are both consumer as well as corporate clients.

2        Offer and conclusion of the transaction, reservation of right of modification

2.1    Offers by Hoenle Medical are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period.

2.2    The customer’s orders constitute binding orders. An order placed by the customer shall only be deemed accepted if Hoenle Medical has confirmed acceptance in writing or if the delivery items have been delivered by Hoenle Medical.

In case of immediate delivery by Hoenle Medical, the written order confirmation may be replaced by Hoenle Medical’s invoice. Hoenle Medical may accept orders within four weeks of receipt.

2.3    Information provided by Hoenle Medical regarding the object of performance, for example weights, dimensions, utility values, load-bearing capacity, tolerances and technical data, as well as representations of the same, for example drawings and illustrations in offers and brochures, are only approximately authoritative, unless usability for the contractually intended purpose requires exact conformity.

They are not guaranteed quality features, but descriptions or identifications of the performance. The contractually agreed specifications are exclusively decisive.

Hoenle Medical is entitled to make changes in the execution of the order or the delivery items at any time, insofar as these:

• are necessary to comply with legal or regulatory requirements, and
• do not significantly impair the properties and functions of the delivery items and are reasonable for the entrepreneur.

2.4    Dimensional and weight deviations within the scope of customary tolerances and relevant DIN regulations are permissible.

Hoenle Medical shall be entitled to make technical improvements in design, material and form, provided that these do not impair usability in accordance with the order and are otherwise reasonable for the contractor.

2.5    Hoenle Medical is entitled to engage subcontractors.

3. Delivery and performance time, partial performances

3.1     Hoenle Medical is entitled to render partial services, provided that these are reasonable for the contractor.

In the case of partial performances, Hoenle Medical may demand payments in proportion to the share of partial performances in the order value. Hoenle Medical may demand that the contractor perform acceptance of a self-contained partial performance within the meaning of sentence 1.

3.2    Delivery deadlines shall be deemed to have been met if, by the time they expire, the subject matter of the contract has left the factory or the customer has been notified that it is ready for dispatch.

3.3    Hoenle Medical shall not be liable for impossibility of delivery or for delivery delays insofar as these are caused by force majeure or other events that were not foreseeable at the time of conclusion of the contract.

Such events include, for example, operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortage of labour, energy or raw materials, difficulties in procuring the necessary official permits, official measures or non-delivery, incorrect delivery or late delivery by suppliers for which Hoenle Medical is not responsible.

In the event of obstacles of temporary duration, the delivery or service deadlines shall be extended or the delivery or service dates shall be postponed by the period of the obstacle plus a reasonable start-up period.

3.4     If an agreed delivery period is exceeded without a delivery impediment pursuant to Section 3.3 above, the customer shall grant Hoenle Medical a reasonable grace period of at least two weeks in writing.

If Hoenle Medical culpably fails to comply with this grace period as well, the customer shall be entitled to withdraw from the contract, but not to assert claims for damages arising from non-performance or default, unless Hoenle Medical is liable in accordance with Section 9.

3.5    Hoenle Medical may, irrespective of its rights arising from default on the part of the customer, demand from the customer an extension of delivery and service deadlines or a postponement of delivery and service dates by the period of time during which the customer fails to fulfil its contractual obligations towards Hoenle Medical.

3.6    If the customer is a consumer and orders the goods electronically, Hoenle Medical will immediately confirm receipt of the order. The confirmation of receipt does not constitute a binding acceptance of the order. The confirmation of receipt may be combined with the declaration of acceptance.

3.7     If the consumer orders the goods electronically, the text of the contract shall be stored by Hoenle Medical and sent to the customer by e-mail upon request, together with these General Terms and Conditions.

4        Prices, terms of payment, default, set-off, right of retention

4.1     Hoenle Medical’s prices are quoted ex works, without installation and assembly, including the respectively applicable statutory value added tax, unless otherwise indicated vis-à-vis corporate clients.

Packaging costs as well as the costs of taking back packaging shall be charged separately. The same shall apply to postage and delivery costs. The respective current prices for packaging costs, postage and delivery costs shall apply.

4.2     Hoenle Medical is entitled to demand payment in advance or by direct debit by the customer. In all other cases, the remuneration due is payable without deduction within ten days after receipt of the invoice.

4.3     The customer is only entitled to set-off if his counterclaim has been legally established, is undisputed or has been acknowledged by Hoenle Medical.

4.4     The customer is only entitled to assert a right of retention if his counterclaim is based on the same contractual relationship.

5. Right of cancellation and return

5.1.   The consumer has the right to withdraw from this contract.

Cancellation policy for consumers

You have the right to cancel this contract within 14 days without giving any reason.

You have the right to cancel this contract within 14 days without giving any reason.

The cancellation period is 14 days from the day on which you or a third party named by you, who is not the carrier, has taken possession of the goods.

If the goods are delivered separately as part of a single order, the cancellation period is 14 days from the day on which you or a third party named by you, who is not the carrier, has taken possession of the last goods.

If goods are delivered in several partial consignments, the taking of possession of the last partial consignment or the last piece is decisive.

In order to exercise your right of cancellation, you must inform us, the

Hoenle Medical GmbH
Thura-Mark 8+10
06780 Zörbig
Germany

Phone: +49 8151 / 74914 – 0
Fax: +49 8151 / 74914 – 50
E-mail: medizin@hoenlemedical.com

by means of a clear declaration, for example a letter sent by post, fax or e-mail, of your decision to cancel the contract.

You can use the model withdrawal form, which is not mandatory.

To comply with the cancellation period, it is sufficient to send the notification of the exercise of the right of cancellation before the expiry of the cancellation period.

Consequences of cancellation

If you withdraw from the contract, we must repay you all payments that we have received from you, including the delivery costs, with the exception of the additional costs resulting from the fact that you have chosen a type of delivery other than the inexpensive standard delivery offered by us, without delay and at the latest within 14 days from the day on which we received the notification of your withdrawal from the contract.

For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you.

In no case will you be charged for this repayment.

We may refuse to refund you until we have received the goods back or until you have provided evidence that you have returned the goods, whichever is the earlier.

You must return or hand over the goods to

Hoenle Medical GmbH
Thura-Mark 8+10
06780 Zörbig
Germany

without delay and in any case no later than 14 days from the day on which you notify us of the cancellation of the contract.

The deadline is met if you send the goods before the expiry of the 14-day period.

You shall bear the direct costs of returning goods that can be sent by parcel post. Goods that cannot be sent by parcel post will be collected from you at our expense.

You only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for checking the quality, characteristics and functioning of the goods.

End of the cancellation policy

If you wish to cancel the contract, you can do so using the form available on the www.hoenlemedical.de website.

5.2    The right of withdrawal does not exist

• in the case of contracts for the supply of goods which are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer, as well as
• in the case of contracts for the delivery of goods, if these have been inseparably mixed with other goods after delivery due to their nature.

6. Retention of title

6.1    If the customer is a corporate client, Hoenle Medical shall retain title to the delivered goods until all claims against the customer have been settled.

If the customer is a consumer, Hoenle Medical shall retain ownership of the delivered goods until the purchase price for these goods has been paid in full.

6.2    If the customer is a corporate client, he shall be entitled to sell the goods insofar as a sale is executed within the scope of his ordinary course of business at full market value.

He hereby assigns to Hoenle Medical all claims, including securities and ancillary rights, which he has or receives against his customers or third parties arising from or in connection with a resale of the goods in the amount of the total invoiced final amount of the claims, including VAT.

The same applies to other claims which take the place of the goods or otherwise arise with respect to the goods, such as insurance claims or claims in tort in case of loss or destruction.

Hoenle Medical revocably authorises the customer to collect the claims assigned to Hoenle Medical in his own name.

Hoenle Medical may revoke this collection authorisation only in the event of realisation, namely withdrawal from the contract, payment arrears, payment default and in the event of the customer’s insolvency.

In such cases, the customer undertakes to inform Hoenle Medical about the assigned claims and the respective debtors, to procure all details required for collection, to hand over relevant documents and to inform the named debtors, namely third parties, about the assignment.

6.3    If third parties gain access to the goods, in particular by seizure, the customer shall immediately point out Hoenle Medical’s ownership to them and inform Hoenle Medical thereof in order to enable Hoenle Medical to enforce its ownership rights.

If the third party is not in a position to reimburse Hoenle Medical for court or out-of-court costs incurred in this context, the customer shall be liable to Hoenle Medical for such costs.

6.4    If payments for goods are overdue in full or in part or if the customer becomes insolvent, he shall not be entitled to resell or give up possession of goods which are still Hoenle Medical’s property, even in the case of Section 6.2, as long as he has not made all payments owed to Hoenle Medical in full.

6.5    If Hoenle Medical withdraws from the contract in the event of a breach of contract by the customer, in particular default of payment, Hoenle Medical is entitled to demand return of the goods.

6.6    Hoenle Medical undertakes to release the securities to which Hoenle Medical is entitled upon the customer’s request insofar as their realisable value exceeds the claims to be secured by more than 30%.

Hoenle Medical reserves the right to choose the securities to be released.

7        Transfer of risk, transport insurance

7.1     Deliveries by Hoenle Medical to entrepreneurs are made ex works.

The risk shall pass to the corporate client when the subject matter of the contract is handed over to the person carrying out the transport, whereby the beginning of the loading process shall be decisive.

This also applies if partial deliveries are made or if Hoenle Medical has assumed other services, for example shipping.

7.2     In case of shipment to a corporate client, Hoenle Medical shall take out transport insurance at the entrepreneur’s request and at the entrepreneur’s expense. Hoenle Medical and the delivering forwarding agent shall be notified immediately in writing of any transport damage.

7.3     If the customer is a consumer, the risk of accidental loss and accidental deterioration of the sold item shall not pass to the customer until the item is handed over, even in the case of a mail order purchase.

7.4.   If shipment or handover is delayed due to circumstances caused by the customer, the risk shall pass to the customer on the day on which the delivery item is ready for shipment and Hoenle Medical has notified the customer thereof.

7.5    Storage costs after transfer of risk are borne by the customer. In case of storage by Hoenle Medical, the storage costs amount to 0.25% of the invoice amount of the delivery items to be stored per expired week.

We reserve the right to claim and prove further or lower storage costs.

8. Warranty

8.1     In the event of defects in the goods delivered, the consumer shall be entitled to the statutory warranty rights.

8.2     In commercial transactions with corporate clients, Sections 377 and 378 HGB, German Commercial Code, shall apply.

The goods shall be inspected carefully immediately after delivery to the customer or to the third party designated by the customer.

With respect to obvious defects or other defects which would have been recognisable upon immediate, careful inspection, the goods shall be deemed to have been approved by the customer if Hoenle Medical does not receive a written notice of defects within seven working days after delivery.

With respect to other defects, the goods shall be deemed to have been accepted by the customer if Hoenle Medical does not receive a written notice of defect within seven working days after the date on which the defect became apparent.

However, if the defect was already apparent at an earlier point in time during normal use, this earlier point in time shall be decisive for the commencement of the notice period.

Upon Hoenle Medical’s request, the goods are to be returned freight prepaid.

In case of a justified notice of defect, Hoenle Medical shall reimburse the costs of the most favourable shipping route. This shall not apply if the costs increase because the goods are located at a place other than the place of intended use.

8.3    In the event of material defects of the delivered items, Hoenle Medical is obliged and entitled, at its discretion and within a reasonable period of time, to either rectify the defect or replace the goods.

In the event of failure, namely impossibility, unreasonableness, refusal or unreasonable delay of rectification or replacement of the goods, the customer may withdraw from the contract or reasonably reduce the purchase price.

8.4    If a defect is due to Hoenle Medical’s fault, the customer may claim damages under the conditions stipulated in Section 9.

8.5     In the event of defects in components of other manufacturers which Hoenle Medical cannot eliminate for licensing or factual reasons, Hoenle Medical shall, at its discretion, assert warranty claims against the manufacturers and suppliers for the customer’s account or assign them to the customer.

In the event of such defects, warranty claims against Hoenle Medical shall only exist under the other prerequisites and in accordance with these General Terms and Conditions of Delivery if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency.

For the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the customer against Hoenle Medical is suspended.

8.6    The warranty shall lapse if the customer modifies the goods or has them modified by third parties without Hoenle Medical’s consent and if the rectification of defects becomes impossible or unreasonably difficult as a result.

In any case, the customer shall bear the additional costs of defect rectification resulting from the modification.

8.7     The customer does not receive guarantees in the legal sense; manufacturer’s guarantees remain unaffected.

8.8    If the customer is a corporate client, the period for asserting warranty rights shall be one year from delivery, unless Hoenle Medical has fraudulently concealed the defect or a case of supplier recourse pursuant to Sections 478 and 479 BGB, German Civil Code, exists.

9. Limitations of liability

9.1    Hoenle Medical is liable without limitation for intent and gross negligence.

9.2    Hoenle Medical shall not be liable in the event of simple negligence on the part of its executive bodies, legal representatives, employees or other vicarious agents, unless a breach of material contractual obligations is involved.

Material contractual obligations include the obligation to deliver and install the delivery item in due time, to ensure that the delivery item is free from defects of title and material defects that impair its functionality or usability to a more than insignificant extent, as well as consulting, protection and custody obligations that are intended to enable the customer to use the delivery item in accordance with the contract or to protect the life and limb of the customer’s personnel or to protect the customer’s property from considerable damage.

9.3    Insofar as Hoenle Medical is liable for damages on the merits pursuant to Section 9.2, this liability is limited to damages which Hoenle Medical foresaw as a possible consequence of a breach of contract upon conclusion of the contract or which should have been foreseen by exercising due diligence.

Indirect damage and consequential damage resulting from defects of the delivery item are also only compensable to the extent that such damage is typically to be expected when using the delivery item as intended.

9.4    The limitations of this Section 9 do not apply to Hoenle Medical’s liability for guaranteed quality features, due to injury to life, body or health or according to the Product Liability Act.

10. Assembly and after-sales service for large appliances

10.1. Installation and after-sales service are carried out by Hoenle Medical or by authorised specialist companies arranged by Hoenle Medical.

10.2. Prior to delivery of UV irradiation equipment, the customer shall ensure that the installation site is easily accessible and that the structural requirements are met.

This includes, in particular, sufficient space, sufficient ventilation, a floor suitable for castors and the weight of the UV equipment, sufficient load-bearing capacity of the floor as well as the necessary electrical connections.

The installation site must also be sufficiently protected against moisture and brine and sufficiently shielded from the other practice area against the usual operating noises of the equipment.

If a computer remote control is connected from the reception area, the corresponding computer cable must already have been laid before delivery.

10.3  The customer shall be invoiced separately for any difficulties in the delivery and installation of UV irradiation systems, as well as for all costs incurred if the prerequisites specified in Section 10.2 are not present on delivery on the day of the agreed installation date.

10.4  Spare parts and repairs that are outside the warranty, in particular the replacement of lamps, must be paid for separately by the customer.

11. 11. Property rights

11.1  Hoenle Medical warrants in accordance with this Section 11 that the delivery item is free from industrial property rights or copyrights of third parties.

Each contracting party shall immediately notify the other contracting party in writing if claims are asserted against it due to the infringement of such rights.

11.2  In the event of infringements of rights by products of other manufacturers delivered by Hoenle Medical, Hoenle Medical shall, at its discretion, assert its claims against the manufacturers and pre-suppliers for the account of the customer or assign them to the customer.

In such cases, claims against Hoenle Medical shall only exist if the legal enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or is futile, for example due to insolvency.

12. Export

The contract is subject to applicable export control laws.

Products may not be exported to another country or region if prohibited by export control laws.

Customers who intend to export a product to another country must obtain an export licence, if required by law.

The costs of export, in particular customs duties, taxes, fees and other costs, are to be borne by the customer.

13. Miscellaneous

13.1   If one or more provisions of these GTC become invalid or void or if these GTC contain a loophole, this shall not affect the validity of the remaining provisions.

The invalid provision shall be replaced by a valid provision which comes as close as possible to the economic intention.

13.2. The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods are excluded.

13.3  If the customer is a corporate client, the place of Hoenle Medical’s registered office shall be the place of performance for all mutual obligations and the place of jurisdiction for all disputes in connection with this contract.

The same place of jurisdiction shall apply if the customer does not have a general place of jurisdiction in Germany, relocates his place of residence or habitual abode abroad after conclusion of the contract, or if his place of residence or habitual abode is not known at the time the action is filed.

However, Hoenle Medical is also entitled to file suit at the customer’s place of business.

13.4  The EU Commission has created an Internet platform for online dispute resolution. The platform serves as a contact point for the out-of-court settlement of disputes concerning contractual obligations arising from online sales contracts.

More information is available at the following link:
http://ec.europa.eu/consumers/odr/

We are neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.