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C I E N C E
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Scimed GmbH Am Mühlenkanal 23 Germany-46419 Isselburg
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Terms And Conditions Of Sales 1.
Interpretation "Buyer" means the person who accepts a quotation of the Seller
for the sale of the Good or whose order for the Good is accepted by the Seller "Goods" means the goods (including any instalment of the goods
or any parts of them) which the Seller is to supply in accordance with these
Conditions. "Seller" means Scimed GmbH whose principal place of business is
at "Am Mühlenkanal 23, 46419 "Conditions" means the standard terms and conditions of sales
set out in this document and (unless the context otherwise requires) includes
any special terms and conditions agreed in writing between the Buyer and the
Seller. "Contract" means the contract for the purchase and sale of the
Goods. "Writing" includes telex, cable- and facsimile
transmission and comparable means of communication. 2.
Basis of the 2.1. The Seller shall shall sell and the buyer
shall purchase the Goods in accordance with any written quotation of the Seller
which is accepted by the Buyer, or any written order of the Buyer which is
accepted by the Seller, subject in either case of these Conditions, which shall
concern the Contract to the exclusion of any other terms and conditions. 2.2. No variation to these Conditions shall be
binding unless agreed in Writing between the authorised representatives of the
Buyer and the Seller. If any terms and conditions contained in any separate
quotation by the Seller to the Buyer shall conflict with these Conditions, the
former shall prevail in relation only to those matters of conflict. 2.3. The Seller's employees or agents are not
authorised to make any representations concerning the Goods, unless confirmed by
the Seller in Writing. In entering into the Contract the Buyer acknowledges that
it does not rely on, and waives any claim for breach of, any such
representations which are not so confirmed. 2.4. Any advice or recommendation given by the
Seller or its employees or agents to the Buyers including any advice as to the
storage, application or use of the Goods, which is not confirmed in Writing by
the Seller, is followed or acted upon entirely at the Buyer's own risk, and
accordingly the Seller should not be liable for any such advise or
recommendation which is not so confirmed. 2.5. Any typographical, clerical or other error
or omission in any sales literature, quotation, price list, acceptance of offer,
invoice or other documents or information issued by the Seller shall be subject
to correction without any liability on the part of the Seller. 3.
Orders and Specifications 3.1. No order submitted by the Buyer shall be
deemed to be accepted by the Seller unless and until confirmed in Writing by the
Seller. 3.2. The Buyer shall be responsible to the
Seller for ensuring the accuracy of the terms of any order, including any
applicable specification, submitted by the Buyer, and for giving the Seller any
necessary information relating to the Goods within a sufficient time to enable
the Seller to perform the contract in accordance with its terms. 3.3. The quantity, quality and description of,
and any specification for, the Goods shall be those set out of the Seller's
quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the
Seller). 3.4. If the Goods are to be manufactured or any
process is to be applied to the Goods by the Seller in accordance with a
specification in submitted by the Buyer, the Buyer shall indemnify the Seller
against and pay a compensation to the Seller for all claims of third parties and
all loss, damages, costs and expenses awarded against or incurred by the Seller
in connection with or paid or agreed to be paid by the Seller in settlement of
any claim for infringement of any patent, copyright, design, trade mark or other
industrial or intellectual property rights of any other person which results
from the Seller's use of the Buyer's specification. 3.5. The Seller reserves the right to make any
changes in the specifications in the Goods which are required to conform with
any applicable safety or other statutory requirements or, where the Goods are to
be supplied to the Seller's specification, which do not materially affect their
quality or performance. Where the Goods are deemed to have qualified product
and/or process status, the Seller should notify the Buyer in advance of its
intention to make changes to the Goods, and shall obtain the Buyer's approval to
proceed. 3.6. No order which has been accepted by the
Seller may be cancelled by the Buyer except with the agreement in Writing of the
Seller and on terms that the Buyer shall indemnify the Seller in full against
all loss (including loss of profit), costs (including the cost of all labour and
material used), damages, charges and expenses incurred by the Seller as a result
of cancellation. 4.
Price of the Goods 4.1. The price of the Goods shall be the
Seller's quoted price or, where an order has been confirmed the price stated in
the order confirmation. 4.2. The price is exclusive of any
applicable value added tax, which the Buyer may be additional liable to pay to
the Seller. 4.3. Customs duties or equivalent duties
shall be for the account of the Buyer. 4.4. If an increase occurs in the costs and/or
the rate of the price determining factor, including but not limiting to wages,
material, currency-fluctuations, import duties and insurance rates, irrespective
of the cause, the Seller will be entitled to increase the price accordingly. 5.
Terms of Payment 5.1. The Buyer shall pay the price of the Goods
purchased in full within the term of payment set out in the Sellers quotation (if
accepted by the Buyer) or the Buyers order (if accepted by the Seller) and
notwithstanding that delivery may not have taken place. In the event that no
such term for payment has been set out, the Buyer shall pay the price of the
Goods purchased in full within 10 days of the date of the Sellers invoice,
notwithstanding that delivery may not have been taken place. 5.2.1. Pre-Payment for the first order for new customers 5.2.2. Payment shall be made in Euros, such
currency as may be indicated on the Seller's invoice. 5.3. If the Buyer fails to make any payment on
the due date than, without prejudice to any other right or remedy available to
the Seller, the Seller shall be entitled to; 5.3.1. cancel the contract or suspend any
further deliveries to the Buyer; 5.3.2. appropriate any payment made by the Buyer
to such of the Goods as the Seller may think fit; and 5.3.2. charge the Buyer's interest (both before
and after any judgement) on the amount unpaid at the rate of two percent per
annum above EURIBOR (European Interbank Offered bank) from time to time, until
payment in full is made, taking the interest rate per beginning of each month
and maintain it for that specific month. 6. Delivery/Shipment 6.1. Any dates quoted for delivery of the Goods
shall never be deadlines. In the event of late performance the Seller must be
given a reasonable period of time to perform. The Goods may be delivered by the
Seller in advance of the quoted delivery date upon giving reasonable notice to
the Buyer. 6.2. Where the Goods are to be delivered in
instalments, each delivery shall constitute a separate contract and failure by
the Seller to deliver any one or more of the instalments in accordance with
these Conditions or any claim by the Buyer in respect of any one or more
instalments shall not entitle the Buyer to treat the contract as a whole as
repudiated. 6.3. Any claim for shortage in delivery must be
notified to the Seller in Writing within seven days of receipt of the Goods by
the Buyer. 6.4. If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller's reasonable control or other than the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods. 4.5. Charge for standard delivery including packaging: - within Germany: € 25,- - within Europe (EU): € 50,- - worldwide: € 100,- Additional charge for Insurance 4.6. Shipping cost declared on the invoice going with the shipment 7.
Risk and Property 7.1. Risk of damage to or loss of the Goods and
property in the Goods shall pass to the Buyer at the time of delivery to the
stated delivery address or, if the Buyer wrongfully fails to take delivery of
the Goods, the time when the Seller has tendered the delivery of the Goods. 8.
Warranties and Liabilities 8.1. Subject to the conditions set out below,
the Seller warrants that the Goods will correspond to their specification at the
time of delivery and will be free from defects in material and workmanship. On
the basis of this warranty Seller will only have the obligations mentioned in
clause 8.4 for a period of six month from delivery after which the Seller shall
be under no further liability. 8.2. The above warranty is given by the Seller
subject to the following conditions: 8.2.1. the Seller shall be under no liability in
repsect of any defect arising from fair wear and tear, wilful damage (not being
wilful damage by the Seller or its employees or persons used by the Seller)
negligence (not being negligence by the Seller or its employees or persons used
by the Seller), abnormal working conditions or incorrect use; 8.2.2. the Seller shall be under no liability
under the above warranty (or any other warranty, condition or guarantee) if the
total price for the Goods has not been paid by the due date for payment. 8.3. Any claim by the Buyer which is based on
any defect in the quality or condition of the Goods or their failure to
correspond with specification shall (whether or not delivered is refused by the
Buyer) be notified to the Seller within seven days from the date of delivery or,
where the defect or failure was not apparent on reasonable inspection, within
seven days after discovery of the defect or failure whichever is the earlier,
and no later than six month after delivery. 8.4. Where any valid claim in respect of any of
the Goods which is based on any defect in the quality or condition of the Goods
or their failure to meet specification is notified to the Seller in Writing in
accordance with these Conditions, the Seller should at the Seller's sole
discretion be entitled to repair the Goods or replace the Goods (or the part in
question) free of charge or refund to the Buyer in price of the Goods (or a
proportionate part of the price), but the Seller shall have no further liability
to the Buyer. 8.5. Except in respect of damage cause by gross
negligence ("grob fahrlaessig" under German law) or wilful misconduct
of the Seller's management, the Seller shall not be liable to the Buyer by
reason of any representation, or any implied warranty, condition or other term,
or any duty on the basic of the law, or under the express terms of the Contract,
for any consequential loss or damage (whether for loss of profit or otherwise),
costs, expenses or other claims for consequential compensation whatsoever (and
whether caused by the negligence of the Seller, its employees or agents or
otherwise) which arise out of or in connection with the supply of the Goods or
their use or resale by the Buyer, or any advise or recommendation given by the
Seller or its employees or agents (including any advise as to the storage,
application or use of the Goods) expect as expressly provided in these
Conditions. 8.6. The Seller shall not be liable to the Buyer
or be deemed to be in breach of the Contract by reason of any delay in
performing, or any failure to perform any of the Seller's obligations in
relation to the Goods, in he event of force major, therefore if the delay of
failure was due to any cause beyond the Seller's reasonable control, including,
but limited to any Act of God, explosion, fire acts, restrictions, regulations,
bye-laws, prohibitions on measures of any kind on the part of any governmental,
parliamentary or local authority, war, civil commotion, insurrection,
international sanctions or boycotts, import or export regulations or embargoes,
difficulties in obtaining raw materials, labour, fuel, parts or machinery, power
failure or breakdown in machinery, labour disputes or whatever nature whether
involving employees of the Seller or of any third party. The Seller will in case
of force major be entitled to set aside the Contract in part or in full, without
any obligations to pay damages, and without prejudices to the Seller's right to
payment from the Buyer for what the Seller have already performed. The Seller
will also be entitled to suspend the further performance to the Contract in full
or in part. 9.
Insolvency of Buyer 9.1. This clause applies if: (I) the Buyer makes
any voluntary arrangement with its creditors or becomes subject to an
administration order or (being an individual or firm) becomes bankrupt or
applies for its own bankruptcy or requests a moratorium on payment of its debts
or (being a company) goes into liquidation (otherwise than for the purposes of
amalgamation or reconstruction) or a resolution is taken to that effect; (II) an
encumbrance takes possession of, or a receiver is appointed over any of the
property or assets of the Buyer; (III) the Buyer ceases, or threatens to cease,
to carry on business; or (IV) the Seller reasonably takes the view that any of
the events mentioned above is about to occur on relation to the Buyer and
notifies the Buyer accordingly. 9.2. If this clause applies than, without
prejudice to any other right or remedy available to the Seller, the Seller shall
be entitled to cancel the Contract or suspend any further deliveries under the
Contract without any liability to the Buyer, and if the Goods have been
delivered but not paid for the price shall become immediately due and payable
notwithstanding any previous agreement or arrangement to the contrary. 10.
Export Terms 10.1.
The Buyer shall be responsible for complying with any legislation or regulation
governing the importation for the Goods into the country or destination and for
the payment of any duties thereon. 11.
General 11.1. Any notice required or permitted to be
given by either party to the other under these Conditions shall be in Writing
addressed to that other party at its registered office or principal place of
business or such other address as may at the relevant time have been notified
pursuant to these provisions to the party giving the notice. 11.2. No waiver by the Seller to any breach of
the Contract by the Buyer shall be considered as a waiver of any subsequent
breach of the same or any other provision. 11.3. If any provision of these Conditions is
held by any competent authority to be invalid or unenforceable in whole or in
part the validity of the other provisions of these Conditions and the remainder
of the provision in question shall not be affected thereby. 11.4. If any provision of these conditions is
not valid for any reason whatsoever, the parties shall negotiate on the contents
of a new provision which provision approximate the contents of the original
provision as closely as possible. 11.5. Any dispute arising out of, under or in
connection with these Conditions or the sale of the Goods shall be settled
exclusively by final and binding arbitration under the rules of Conciliations
and Arbitration of the International Chamber of Commerce, by one or more
arbitrators appointed in accordance with the said Rules. The place of
arbitration shall be 11.6. The Contract shall be governed by the laws
of Revision September 2004 Scimed
GmbH Am
Mühlenkanal 23 46419
Isselburg Germany |
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