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.
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.
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.
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.
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.
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.
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.
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.
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.