General terms and conditions of danumed Medizintechnik GmbH

1. General – Scope of application

  • The General Terms and Conditions (hereinafter: GTC) of danumed Medizintechnik GmbH (hereinafter: DANUMED) in the present version, shall apply from the 04/15/2020 on, until the publication of a deviating version replaces the present version.
  • These terms and conditions apply exclusively to legal entities under public law and companies under private law, as well as to mixed, legal entities that are partly public and partly private.
  • Conflicting conditions of the ordering party or conditions of the ordering party which deviate from our conditions of sale, shall only be recognized if DANUMED expressly agrees to the conditions in writing. All future legal transactions with the ordering party, in which DANUMED offers and sells products, resources or services, shall be based on the present GTCs. The general terms and conditions of the customer shall only apply if they have been expressly accepted by DANUMED in writing. In this case, the GTCs of DANUMED shall apply in addition to the GTCs of the customer.
  • Individual written agreements with the buyer, made in particular cases, shall always take precedence over GTCs. A written contract or our written confirmation from DANUMED is required to provide the validity of such agreements.

2. Conclusion of contract

  • Offers made by DANUMED are non-binding, at all times.
  • Customer orders, received by DANUMED, are to be understood solely as an invitatio. DANUMED is therefore free to reject the offer, to reply with a counter-offer or to accept it.
  • DANUMED approves offers of the other party, by means of a separate order confirmation.

3. Delivery

DANUMED always delivers their products ex works (from their warehouse or factory). Transfer of custody is accepted as soon as the goods are handed over to the customer or a third party (forwarding agent or similar). As a result, the risk of loss or damage to the goods is transferred to the customer within the same legal second. DANUMED retains this regulation, irrespective of which of the parties commissioned the forwarding agent or which of the parties bears the freight costs.

After receipt of the products, the customer is obliged to immediately carry out an incoming goods inspection in an appropriate way, within the course of normal business. DANUMED must be notified of deviations of any kind, within 60 (sixty) days after receipt of the delivery at the agreed place.

4. Prices

The agreed prices for services of any kind, as well as other stated prices are to be understood in Euro, plus the applicable VAT. DANUMED may demand reimbursement of the customs duties paid for the shipment of products, if customs duties are incurred. All prices are subject to orders of minimum quantities. The determination of the minimum quantity is detailed in the specific offer. All costs incurred for appropriate packaging are included in the purchase price, unless expressly agreed otherwise. The same does not apply to transport and insurance costs; these are recorded separately and are to be understood in addition to the purchase price.

5. Terms of payment

As far as no other agreement has been made or different payment periods have been indicated on the invoice, any payment is due immediately and without deduction after receipt of the invoice.

6. Retention of title

All outstanding deliveries, as well as all deliveries already made, shall remain property of DANUMED, until full payment has been made, without the need for express reference to this.  In addition, DANUMED is entitled to a right of return with regard to the purchased items, which is immediately enforceable if the ordering party acts in breach of contract.  

7. Quality assurance and quality control

DANUMED monitors the manufacturing process with its production partners and manages a quality assurance and quality control system based on EN ISO 13485. The products must be manufactured and packed in a clean room environment.

8. Claims for material defects, liability

All claims arising from the defectiveness of delivered goods are limited to the replacement of defect-free goods. If the replacement delivery should fail or should have become impossible in any other way, the buyer is entitled to choose between demanding a reduction of the remuneration or – as far as possible – to order another replacement delivery; as far as in this case there are not only insignificant defects, the buyer can withdraw from the contract in its entirety.

Any further warranty or liability is excluded, unless we, our legal representatives or vicarious agents are guilty of gross negligence or intent or if essential contractual obligations have been culpably violated.

Furthermore, DANUMED shall not be liable for other losses or costs incurred in connection with defective products. Furthermore, DANUMED shall not be liable, unless otherwise expressly regulated in the above provisions. In cases of liability for injury to life, body and health, and under the Product Liability Act on the part of DANUMED, liability shall be limited to DANUMEDS product liability insurance. DANUMED undertakes to maintain this insurance or an insurance of the same type and content at all times.

9. Cooperation in dealing with quality complaints or safety risks

  • Both parties undertake to cooperate and to provide each other with all information, that is necessary for the other party, to fulfil its obligations in relation to the product, either to a regulatory authority or under applicable law.
  • In the event of quality complaints or safety risks, which could lead to third-party liability and/or which require consideration of a product recall, DANUMED shall assure the customer of immediate and comprehensive support.
  • In the event of a complaint, the customer shall provide DANUMED with comprehensive information about the nature of the complaint and samples of the products concerned. In agreement between the customer and DANUMED, it then must be decided whether the products complained about are to be considered defective or not.

10. Intellectual property rights

At no time during the transaction there is transfer of intellectual property rights of either party; in particular, DANUMED retains all its ownership rights to patents, production know-how, brands and other intellectual property rights relating to the products.

11. Confidentiality


  • Each party undertakes to keep confidential all commercial and technical information and knowledge about the other party – including, but not limited to, technical drawings, the specifications and the commercial and other business terms and conditions which form the basis of this agreement – acquired in connection with the performance of this business relationship. Each party shall make such confidential information available only to those persons who need to be familiar with such information, in order to perform this agreement. Any such person shall also be bound to confidentiality by the respective of the two parties using such person. The agreed restrictions on use shall remain in force, as shall the obligation of confidentiality, even after the expiry of this agreement.

The obligations under Section 11.1 shall not apply to:  

(a) Confidential information that is or will be in the public domain through no fault of the party that acquired the confidential information; or

(b) Confidential information that was already known to the recipient at the time of receipt without any obligation of confidentiality; or

(c) Confidential information received from a third party who, to the best knowledge of the receiving party, was authorized to do so; or  

(d) Confidential information that is or has been developed by the receiving party
independently of this Agreement.

  • The obligation of confidentiality shall not prevent either party from disclosing such information to a competent authority or court (including competent arbitration tribunals) where required by law or order, in which case the party disclosing the information shall ensure, to the extent applicable and necessary, that the third party receiving such information is bound by obligations of confidentiality and non-use similar to those described and specified in this article.

12. Force majeure

If and insofar as “force majeure” – this includes all circumstances and events which cannot be sufficiently averted or controlled by the affected party despite due care in the conduct and administration of business, e.g. natural disasters, orders or restrictions issued by governmental or other governmental authorities, strikes, lockouts or other labor disturbances, shortages of raw materials, energy or services of third parties necessary for the proper performance of this Agreement, orders or measures of governmental authorities, traffic disruptions, war, sabotage, explosions, fires, floods, failure of plant or equipment and power failures – substantially affect the performance of all or any of the obligations under these GTCs, the affected party shall be relieved of the relevant obligations for the duration and to the extent of the disruption caused thereby. However, the party affected in the event of a Force Majeure Event shall promptly contact the other party and inform it of the probable duration and extent of the disruption caused thereby; furthermore, the affected party shall make every effort to remedy the effects of the force majeure event without undue delay.

13. Final provisions

  • The agreement is subject to German law. The application of the United Nations Convention on the International Sale of Goods is hereby excluded.
  • Place of jurisdiction is Regensburg, Germany.
  • Should any provision of these GTCs be or become void or ineffective in whole or in part, the validity of the remaining provisions of the GTC shall not be affected. The invalid or ineffective condition will automatically be replaced by a new condition which legally comes as close as possible to the economic purpose of the invalid or ineffective condition.
  • The headings of the sections of these GTCs are for reference only, may not be interpreted as part of the agreement and may not be used to define, restrict, extend or interpret the terms of these GTCs, at least not at the expense of DANUMED.
  • All commercial terminology shall be interpreted in accordance with INCOTERMS in the latest version published by the International Chamber of Commerce or INCOTERMS 2010.