Terms and Conditions

1. General Terms
1.1. These general terms of delivery and payment are exclusively applicable to the business relationship for its entire duration. Schreiber GmbH shall not recognise any conditions of the Customer that are in conflict with or deviate from these conditions and/or supplement these conditions unless Schreiber GmbH has expressly agreed to these in writing. This approval requirement as well these general terms of delivery and payment shall also apply should Schreiber GmbH unconditionally execute a delivery to the customer in full knowledge of the conflicting or deviating terms of the customer.
1.2. All agreements concluded between Schreiber GmbH and the customer for the purposes of execution of this contract are to be set down in writing in this contract. Any individual subsidiary agreements with the customer shall have priority. As regards the content of such agreements a written instrument and/or Schreiber GmbH written confirmation shall be authoritative. With the exception of managing directors and authorized representatives Schreiber GmbH’s employees shall not be entitled to enter into agreements deviating hereof. For the purpose of ensuring the written form the provision by facsimile shall be adequate, for the rest, the telecommunicative provision, particularly by email, shall not be sufficient.
1.3. Material statements and relevant notifications that have to be made by the customer after the execution of this contract (such as the appointment of a deadline, notice of a defect, declarations of termination or price reducing) shall be in writing in order to become effective.
 
2.Advice 
We provide all forms of advice, whether verbal or written, to the best of our knowledge and on the basis of our experience. Data and information on the suitability and application of our goods are not binding and do not exempt the purchaser from performing his own tests and trials. The purchaser is responsible for complying with legal and public authority requirements when using our goods.
 
3. Quotations and order
3.1. Schreiber GmbH quotations shall always be without engagement and non-binding unless they have not explicitly marked as binding.
Although in principle, contracts with the Schreiber Gmbh only come into force once the Schreiber Gmbh has issued a written confirmation, they also come into force with the commencement by Schreiber Gmbh of the execution of an order and/or delivery of the goods. Purchase orders should always be placed in writing; telephone orders will be performed at the purchaser‘s risk.
3.2. The Schreiber Gmbh reserves the right to make technical and design changes, in particular improvements, even after confirming an order, in so far as this is reasonable for the customer.
3.3. Where a declaration by Schreiber GmbH exists that has been designated as a description of a service or product, this description conclusively and completely specifies the characteristics and qualities of the supplied product or service. Such service and/or product descriptions are only nearly authoritative, unless the applicability for the contractually designated purpose requires exact conformity. In cases of doubt, these types of descriptions, illustrations, references to DIN/ISO standards etc. should not be assumed to constitute receipt of a warranty. In cases of doubt, only explicit written declarations by Schreiber GmbH are authoritative in terms of receipt of a warranty.
3.4. Schreiber GmbH reserves the right, within a period of 10 days upon the execution of this contract, to rescind from contract by way of a written declaration, if Schreiber GmbH within the scope of a conducted solvency check shall become knowledge of facts that the creditworthiness of the customer appears to be questionable and jeopardize the performances as provided in the contract. In the context of a solvency check Schreiber GmbH shall be entitled to request information (such as bank enquiry, credit report, Schufa).
3.5. Schreiber GmbH resrves the ownership rights and copyrights to all written material that we supply. Such material must not be revealed or passed on to third parties without our written consent. If no order is places, all the written material must be returned immediately on request. The purchaser´s written material can be made accessible to third parties with whom we intend to place orders for supplies or services. All the catalogues, price lists, leaftlets etc. of Schreiber GmbH remain in the property of Schreiber GmbH even if a fee has been charged for the same, They must not be copied or passed on to our competitors or other persons unauthorised without our consent. We have the right to reclaim them at any time. In case the catalogues, leaflets, lists etc. of Schreiber GmbH should be used to its detriment, Schreiber GmbH reserves the right to prosecute such actions, All illustrations and measurements given in our catalogue are not binding. Our instruments are subject to modification, if need be, in view of technical improvements and in conformity with the current requirements of modern surgery. We shall not be held responsible for any printing or other errors in our catalogues and price lists, etc.
 
4. Prices
4.1. Prices are FCA („Free Carrier“, Incoterms 2010) indicated in Euro or in another agreed currency and do not include Value Added Tax (VAT). VAT shall be invoiced at the currently valid rate.
4.2. Prices shall be calculated on the basis of the prices in effect on the date of delivery/performance, in so far as no agreement to the contrary has been made. All our prices are quoted ex works, not including VAT at the rate applicable on the date of supply, customs, freight, packaging and insurance costs. VAT will be shown separately in the invoice. Prices apply for each individual order and not with retro-active effect or for future orders. Repeat orders are deemed to be new orders.
4.3 We reserve the right to increase our prices to a reasonable extent if price rises - due, in particular, to wage settlements, market cost prices or material price increases - occur after contracts have been made. 
4.4 For orders with a net invoice value of under 300 Euro, a flat rate of of up to 25 Euro shall be charged extra. These charges shall not apply to follow-up deliveries form a larger toral order.
 
5. Terms of Payment
5.1. Invoices are payable no later than by the due date indicated in the invoice. Payment shall be made without any deduction and free of charges. No deduction of a discount is permitted unless such discount was expressly agreed upon. Should the deduction of a discount be stipulated in the respective quotation/agreement or in the respective invoice, such discount is granted only if and to the extent that at the date of receipt of payment no balance is due in favour of Schreiber GmbH.
5.2. Payments are regarded as having been made on the day that these sums are at the disposal of Schreiber GmbH. Cheques are accepted as payment but are subject to the customary reservations. Promissory notes are only accepted after prior agreement and only as payment subject to the customary reservations. All costs arising in connection with cheques or promissory notes are borne by the customer. Payments will be credited to costs first, then to interest and then to the oldest principal debt.
5.3. The customer is only entitled to offset amounts if his counterclaim has been legally established, uncontested or is recognised by Schreiber GmbH. The customer shall have no right to redebit or retain monies unless this is based on the same contractual relationship.
5.4. In the event of default in payment, the customer shall be obliged to pay interest for default as of the date on which he defaults on payment, which annual interest shall amount to 10 (ten) percent points above the applicable base rate of the European Central Bank and shall be no less than 12% (twelve percent). The right of Schreiber GmbH to demonstrate a higher loss and the right of the customer to demonstrate a significantly lower loss remain unaffected. In any case the customer shall be liable for statutory default interest. No interest is payable on down payments and advance payments. Schreiber GmbH shall also be entitled within reasonable limits to withhold deliveries, even those from different orders, and to perform delivery only against prepayments or on a cash-on-delivery basis.
5.5. Notwithstanding the rights contained in these terms of delivery and payment, Schreiber GmbH’s legal rights in respect of default of payment and ability to pay remain unaffected. Delivery times agreed to by Schreiber GmbH shall be extended by the period of default of payment.
5.6. In the event of a perceptible deterioration in the customer’s financial circumstances, suspension of payments by the customer, excessive indebtedness, a petition for institution of insolvency proceedings being filed, or the dishonouring of cheques by the customer, all of Schreiber GmbH’s debts shall become payable immediately. In such cases, Schreiber GmbH shall be entitled at its discretion upon the fixation of a reasonable period of time to demand advance payment or provision of security and, should the customer definitively refuse to meet the terms of the contract and/or to provide security or upon the fixation of a period of time shall not perform its obligation and/or provide security, to terminate the contract or demand damages for non-performance. The right to claim damages and to withdraw from contract shall remain unaffected.
 
6. Delivery
6.1. The supply period begins no earlier than on dispatch of the confirmation of order. The supply period that Schreiber GmbH has quoted will not begin until all technical matters have been settled. This supply period can only be observed subject to punctual receipt of all written material to be supplied by the purchaser and of the necessary licences and releases as well as punctual clarification and approval of plans, compliance with the agreed terms of payment and other obligations, together with punctual supply of the items to be supplied by the purchaser. If this is not the case, the supply period will be extended by a reasonable term. Delivery times/deadlines shall only be binding if confirmed by Schreiber GmbH in writing. Otherwise, it is a matter of “approximate periods”. Although the required care will be taken in arranging congruent cover transactions, the supply period is specified subject to correct and punctual supply to us. For compliance with our supply obligations, we require punctual and due performance of cooperation obligations by the purchaser.
6.2. The supply period is deemed observed if the consignment is dispatched within said period or if notification of readiness for shipment has been given. If delivery is delayed for reasons for which the purchaser is responsible, the supply period is deemed observed if notification of readiness for shipment is given within the agreed period.
6.3. War, civil war, export or trading restrictions due to changes in political conditions, strikes, lock-outs, operational disruptions, operational restrictions, supply restrictions imposed by public authorities or agencies similar to public authorities, such as the FDA, and similar events which make contractual performance impossible or unreasonable will be considered to be force majeure and release Schreiber GmbH from its duty to supply in due time. The same shall apply should such circumstances affect subcon tractors and ancillary suppliers. In such cases, Schreiber GmbH has the right to either, at its discretion, lengthen the supply period for as long as such force majeure continues to apply or to rescind the contract in whole or in part. The purchaser has no claim to compensation for damages thus incurred.
6.4. The customer’s right to termination upon expiry of a reasonable period of grace granted to Schreiber GmbH without result shall remain unaffected.
6.5. Should dispatch or delivery of the goods be delayed by circumstances lying within the sphere of responsibility of the customer, Schreiber GmbH shall be entitled to charge the resulting additional expenses to the customer’s account.
6.6. Partial deliveries shall be permitted. They shall be considered as independent deliveries and separate contract in respect of the due date of payment. In the event of default on payment for a partial delivery, Schreiber GmbH has the right to refuse a fruther performance of the order.
6.7. Technical changes are permissible if they prove necessary for production reasons, due to product updating, as a result of legal requirements or for other reasons. When the purchaser learns of changes, he shall notify Schreiber GmbH immediately if he considers them to be inadmissible.
6.8. If certain temperatures, times and other measuring or control values are to apply to tests, measuring methods must be stipulated and recognised by both sides before the start of supply. If no such stipulations are made, Schreiber GmbH´s measuring methods will be deemed to apply.
6.9. Orders based on drawings, sketches or other data supplied to Schreiber GmbH are performed at the purchaser´s risk. If Schreiber GmbH infringes industrial property rights by performing such orders, the purchaser shall hold Schreiber GmbH harmless in relations to claims made by the holders of such industrial property rights. Any further damages will be paid by the purchaser.
6.10. If we supply to purchasers outside of USA/Canada and said purchasers then export the supplied products to USA/Canada, they shall take out and maintain a product liability insurance policy with minimum coverage of 5 million euros. 
 
7. Dispatch and Packing
7.1 Dispatch shall be from a location to be specified at the discretion of Schreiber GmbH unless otherwise stipulated by the parties. The manner of delivery shall be subject to Schreiber GmbH’s discretion. Special requests of the customer shall be met in so far as this is possible. The customer shall bear any resulting additional expenses (see item 4.2. above).
7.2. The goods shall be delivered in packaging which is suitable for dispatch and transport. Should means of packing or transport be desired above and beyond this transportability requirement, the customer shall bear the additional expenses.
7.3 Should damaged packaging have to be replaced, Schreiber GmbH reserves the right to charge for the replacement if Schreiber GmbH did not cause the damage.
 
8. Passage of Risk and Transportation
8.1. In general delivery term is always agreed to be “Free Carrier” (FCA, Incoterms 2010). The risk lies with the customer for all deliveries, including any returns, even if freight prepaid, such as FOB, CIF or CIP (Incoterms 2010) delivery has been agreed. The risk shall pass to the customer as soon as the consignment leaves the warehouse of Schreiber GmbH or of a warehouse maintained by Schreiber GmbH for shipment. Should delivery be delayed at the customer’s request or as a result of circumstances for which the customer is responsible, the risk shall pass to the customer for the duration of the delay as of the date of notification of readiness to deliver.
8.2 If nothing has been agreed to the contrary in writing, Schreiber GmbH will specify the means and route of transportation. If goods are damaged or lost during transportation, preparation of a status report must be arranged and must be notified immediately to Schreiber GmbH.
8.3 If dispatch or delivery is delayed at the instigation of the purchaser, Schreiber GmbH can claim a warehousing fee amounting to 1% (one percent) of the invoiced amount for each month or part of a month but totalling no more than 5% (five percent) of the net figure, this being subject to provision of evidence of higher damages. The purchaser hast he irght to provide evidence of lower damages.
 
9. Reservation of Title
9.1. Schreiber GmbH shall retain title to the goods until all present and future claims against the customer to which Schreiber GmbH is entitled as a result of mutual business have been settled (reserved goods). Schreiber GmbH’s claims shall not be extinguished upon being included inany current account balance and Schreiber GmbH recognising this balance. The customer shall store the reserved goods in a proper manner and insure them sufficiently at his own expense. The customer shall be entitled to resale of the reserved goods only within the framework of his ordinary course of business, either against payment in cash or upon agreeing upon a reservation of title. The customer shall be prohibited from transferring ownership by way of security, pledging, or otherwise disposing of the reserved goods in any manner which thwarts or impedes the reservation of title in functioning as security. Should third parties attach reserved goods in the customer’s possession, the latter shall inform such third parties of Schreiber GmbH’s reservation of title, and shall inform Schreiber GmbH in writing of the attachment enclosing the order of attachment and a statutory declaration which declares that the goods attached are identical with the reserved goods supplied. The customer shall bear any costs arising from attempts to prevent attachments by third parties in the event that pro ceedings are successful and in the event that attempts to enforce the judgment on the third parties in question are not successful.
9.2. Any modification or processing of the reserved goods affected by the customer on behalf of Schreiber GmbH shall not give rise to any obligations for Schreiber GmbH. In the event of processing, combination, or mixing of the reserved goods with other non Schreiber GmbH goods, Schreiber GmbH shall be entitled to the resulting fractional share of co-ownership of the new item, in accordance with the ratio between the value of Schreiber GmbH reserved goods and that of the other goods processed at the time of processing, combination, or mixing. Should the customer acquire sole ownership of the new item, he shall grant Schreiber GmbH co-ownership of the new item in proportion to the value of Schreiber GmbH’s reserved goods and shall hold the item in safe custody for Schreiber GmbH free of charge.
9.3. In the event of resale or leasing of the reserved goods, the customer assigns to Schreiber GmbH in advance and by way of security his claims against his customers arising from this resale or leasing, up to the value of the reserved goods sold in each individual case and/or in the amount of a possible co-ownership share; this assignment shall apply until all claims of Schreiber GmbH arising from business dealings with the customer have been settled. Should the reserved goods be resold or leased together with goods from other suppliers and should an overall invoice be issued for both types of goods, the customer shall assign to Schreiber GmbH that portion of the total price charged and/or of the total rental fee corresponding to the reserved goods included in the overall invoice; the same shall apply to ancillary rights (reservation of title, transfer of ownership by way of security, bills of exchange and the like).
In a fiduciary capacity and for the account of Schreiber GmbH, the customer shall be entitled to collect claims arising from resale which have been assigned to Schreiber GmbH, and shall be entitled to enforce ancillary rights. The customer’s authorisation to collect and the authority to enforce ancillary rights can be cancelled for good cause, in particular in the event of a substantial deterioration in his financial position. The above-mentioned authorisations in particular the customer’s authorisation to colect, shall extinguish definitively should he fail to fulfil his financial obligations to Schreiber GmbH, should insolvency proceedings be instituted against him, or should the institution of such proceedings against him be refused for insufficiency of assets. The customer shall not be authorised to dispose of the assigned claims by other means, e.g., by assignment to third parties (in particular to financial institutions), without prior written consent of Schreiber GmbH.
9.4. In the event of default by the customer in making payment to Schreiber GmbH, dishonouring of promissory notes or cheques, suspension of payments, excessive indebtedness, or should his assets be the subject of insolvency proceedings, or should the institution of such proceedings be refused for insufficiency of assets, the entire balance of his debts shall become payable, including promissory notes with later maturities. In this event, the customer shall, at the request of Schreiber GmbH, provide Schreiber GmbH with a list of all goods still in his possession which are subject to reservation of title, and a list of debts assigned to Schreiber GmbH, which list shall include names and addresses of debtors and the amount of the debts. Should the conditions described above apply, the customer shall, upon request of Schreiber GmbH, inform the debtors of the assignment of the debt to Schreiber GmbH. Schreiber GmbH shall be entitled to bring about the notification of such third party debtors itself. Schreiber GmbH shall also be entitled to repossess the goods subject to its reservation of title with a view to utilisation or discharging the balance of the debts. The customer shall be obliged to procure possession of the goods for Schreiber GmbH or to allow the authorised representative of Schreiber GmbH access to the business premises during normal business hours. The demand for return or the seizure of the goods shall not constitute termination of the contract.
9.5. At the customer’s request, Schreiber GmbH shall be obliged to release security at the customer’s discretion where the total value of such security exceeds the value of Schreiber GmbH’ claims against the customer arising from current business dealings by more than 20% (twenty percent).
9.6. Should the proposed reservation of title not be legally effective in the territory in which the goods are located, the parties agree that the legal stipulations in that territory which are most similar to the rights of retention of title are to apply. Where special requirements are necessary to meet these stipulations, the customer is obliged to ensure that these requirements are met at his own cost.
 
10. Combination of products
10.1. Unless explicitly stated in the delivered instruction manuals (“system chart”), Schreiber GmbH does not make any statement on the compatibility of the delivered products.
10.2. Schreiber GmbH will solely combine delivered medical devices and/or non-medical devices and/or products from the inventory of the customer on behalf of and under instruction from the customer. Schreiber GmbH will not place devices on the market according to Section 10 Medical Products Act (Medizinproduktegesetz).
10.3. The customer is responsible for the safe operation of combinations according to Section 2 paragraph 3 and 5 Medical Devices Operator Ordinance (Medizinprodukte-Betreiberverordnung).
10.4. The customer may be obliged pursuant to Medical Device Law to inspections, assessments and declarations before he may operate a combination of products.
 
11. Complaints and Warranties
Any complaints regarding incomplete, false or defective deliveries are to be reported in writing immediately after delivery. Hidden defects are to be reported in writing after these have been established. The punctual dispatch of the complaint suffices to comply with the time limit. Schreiber GmbH shall be liable for defects in the consignment subject to the following conditions:
11.1. As a rule, the warranty period shall last 12 months - unless otherwise agreed in writing - from the date of delivery to the customer. The warranty period shall be extended by the period in which the delivered product cannot be used because of the need for remedy of defects or replacement of goods. However, remedy of defect or subsequent delivery shall not result in a new warranty period, unless the remedy of defect or subsequent delivery in due consideration of any and all circumstances of the individual case has to be seen as an implied acceptance of an obligation to remedy a defect; a rectification of a defect, for the rest, shall only result in a new warranty period as it concerns the same defect or the result of a defective rectification of a defect. In case of death, personal injury or damage to health as well as in case of intent, violation of material contract obligations or grossly negligent violence of other obligations under the contract the statutory period of limitation applies. Where a defect causing damage forms part of an indemnity agreement between Schreiber GmbH and the customer or where a defect was fraudulently concealed a limitation or reduction of the statutory period of limitation is excluded. The provisions contained in Sections 478 and 479 German Civil Code (BGB) remain unaffected as a whole.
11.2 As far as the nature of the goods is concerned, only the manufacturer´s product description is deemed agreed. No defect claims for no more than minor deviations from the agreed nature of the goods will be accepted. Public statements, promotion of advertsing by the manufacturer do not constitute contractual data on the nature of goods. Schreiber GmbH will only give the purchaser guarantees in the legal sense by special agreement. Data in product descriptions and product specifications does not represent a guarantee for the nature of the product or a guarantee that the product will retain a certain quality for a certain time, unless such data has been identified as describing the nature of goods as defined under Section 434 of the German Civil Code.
11.3. During the warranty period, Schreiber GmbH shall at its own discretion either replace or repair free of charge any parts which are found to be unserviceable or of substantially impaired serviceability as a result of circumstances which are shown to have existed before the passing of risk. Defective design, poor materials, and faulty construction shall constitute such circums tances.
11.4. The customer shall fulfil all his contractual obligations, in particular the stipulated terms of payment. The customer shall be entitled to withhold payment because of a defect only if a complaint in respect of a defect of goods has been filed within the applicable time period. In this event, the payment withheld shall be in reasonable proportion to the extent of the defect noted.
11.5. The customer shall grant Schreiber GmbH the necessary time and occasion to fulfil the warranty obligations. Should he refuse to do so, Schreiber GmbH shall be released from the warranty obligation and from the liability for defects.
11.6. Should Schreiber GmbH allow a reasonable period of grace to expire without remedying the defect or replacing the goods, or should Schreiber GmbH refuse to take either action, or should remedy or replacement be impossible, the customer shall be entitled to avail himself of his right to termination of contract or reduction of the purchase price.
11.7. Any improper repairs or modifications effected by the customer or by third parties shall nullify any warranty or liability, unless the customer proves that the defect is not the result of this intervention.
11.8. The liability for defects shall not apply to normal wear and tear, nor to damage occurring after passage of risk as a result of faulty or negligent handling, overuse, inappropriate equipment, or such chemical, electro-chemical, or electrical influences as are not provided for in the contract.
11.9. Any further claims or rights of the customer against Schreiber GmbH or against persons employed by Schreiber GmbH resulting from defects in supplied goods shall be barred, in particular claims for damage not affecting the supplied goods themselves or for loss of profits or other financial losses suffered by the customer. This shall not apply where there is wilful misconduct, damage to health, personal injury or death. The above exclusion of liability shall also not apply where the defect causing the damage or loss is the subject of a warranty agreement between Schreiber GmbH and the customer or where the defect was fraudulently concealed. The provisions contained in Section 478 of the German Civil Code (BGB) remain unaffected.
11.10. In so far as the product of Schreiber GmbH is equipped with accessories from third-party companies and the warranty terms and conditions of the third-party company are included with the product of Schreiber GmbH, Schreiber GmbH shall assume these terms and conditions only in so far as they are not more disadvantageous for Schreiber GmbH than the above provisions. Otherwise the above provisions shall apply.
 
12. Liability
12.1. Subject to the following, Schreiber GmbH shall only be liable for damages caused by wilfull or grossly negligent conduct of Schreiber GmbH, or its legal representatives, employees or vicarious agents. Liability for damages caused by grossly negligent conduct of vicarious agents is limited to such damages which typically have to be expected in such case. For damages caused by Schreiber GmbH, or its legal representatives, employees or vicarious agents neither wilfully nor grossly negligent, Schreiber GmbH will solely be liable in case of breach of a material contractual obligation. An obligation shall be deemed material, if it is essential for the achievement of the purpose of the contract and whose compliance the customer may particularly rely on. In this case the liability is also limited to such damages which typically have to be expected in such case.
12.2 A potential liability of Schreiber GmbH for damages which result from death, physical injury or injury to health, from the assumption of a guarantee or a procurement risk or liability according to the Product Liability Act (Produkthaftungsgesetz) shall not be affected by the above provisions.
12.3 Should the above provisions exclude or restrict Schreiber GmbH’s liability, this also applies to the benefit of Schreiber GmbH’s legal representatives, employees and vicarious agents in the event that the customer files any claims directly against them.
12.4. The purchaser only holds recourse claims against Schreiber GmbH under Section 478 of the German Civil Code if said purchaser has not made any agreement with his customer that go beyond staturtory defect claims.
12.5. Possible damages claims under Section 437 no. 3 of the German Civil Code are limited to Schreiber GmbH´s product liability insurance coverage of a maximum of 2.5 million euros and to the amount covered by Schreiber GmbH´s product recall insurance, namely a maximum of 50,000.- euros. This does not apply if liability is compulsory due to injury to life, body or health. Schreiber GmbH´s compensation obligation for property damage in the event of negligent causing of damage is restrited to the compensation paid limited by the product liabiliy insurance of Schreiber GmbH, which is a figure of no more than 2.5 million euros.
12.6 Schreiber GmbH´s liability for damage to items given to Schreiber GmbH for repairs is limited to intent and gross negligence. In the event of slight negligence, Schreiber GmbH is only liable if there has been a breach of major contractual obligations. The liability of Schreiber GmbH in such a case is limited to typical, foreseeable damage. This does not affect Schreiber GmbH´s liability for culpable injury to a person, to health or to body, including death.
 
13. Contract Adjustment, Liability, Holding Harmless, Recourse Waiver
13.1 The contract shall be adjusted if unforeseen events lead to a major change in the business significance or content of the supplies or services or have a major effect on our operations. If such adjustment is not economically feasible, we have the right to rescind the contract.
13.2 Inasmuch as our liability for damages is excluded or restricted, this shall also apply to all claims by the purchaser for reason of culpa in contrahendo or breach of subsidiary obligations or any claims by the purchaser based on producer’s liability under Section 823 of the German Civil Code. The same applies in the event of subsequent impossibility of performance. Inasmuch as our liability is excluded or restricted, this also applies to the personal liability of our employees, representatives, assistants and vicarious agents.
13.3 The purchaser shall hold us harmless in relation to claims made by third parties if there is no proof that damage was not caused by medical malpractice or some other type of error.
13.4 The purchaser shall arrange with his insurance company for a recourse waiver in favour of the supplier as under Sections 86 of the German Insurance Contract Act (VVG).
 
14. Cancellation Costs, Returns 
14.1. If a purchaser cancels an order he has placed, Schreiber GmbH can require up to 25% of the sales price for costs incurred for processing the order and for loss of profits, this being without prejudice to a claim for higher damages if actually incurred. The purchaser has the right to provide evidence of lower damages.
14.2. The purchaser has no right to rescind the contract if he ordered non-stock items, customised articles, sterile products and implants.
 
15. Assignment of Claims
Claims arising from this contractual relationship and all claims against the damaging party or its insurer arising from the loss of or damage to reserved goods may only be assigned to third parties with prior written permission of Schreiber GmbH.
 
16. Export control rulings
16.1. The export of certain goods, information, software and documentation can for example, by very nature of their type or their purpose or end purpose be subject to the approval agreement. The end user shall strictly abide by the relevant export regulations pertinent to the goods, information, software and documentation in question, in particular with regard to the EU, EU member states as well as the USA.
16.2. In abidance with the legislation governing export controls of the Federal Republic of Germany, as well as of the EU member states and the USA the customer is under obligation to procure at his own cost and before the actual export of products or technical information, which he has received from Schreiber GmbH, all the required export licenses and any such other documents necessary.
16.3. The customer shall be under obligation, not to sell, export, re-export, deliver or otherwise pass on, whether directly or indirectly, such products or technical information to persons, companies or to other countries in so far as this be in breach of laws and rulings of the Federal Republic of Germany, other EU member states or the USA. The customer is obliged to inform all recipients of these products and/or of any technical information of the requirement to abide by these laws and rulings.
16.4. The customer shall procure at his own cost all licenses and documents required for export and import, which may also be required for using the products. Refusal of export permission does not entitle the end user/ordering person or body/ purchaser to withdraw from the contract or to claim for damages.
 
17. Data Protection
Data will be processed according to the applicable laws and taking account of Schreiber GmbH´s „privacy policy“. Data collected from the customer will only be collected, processed and used to the extent required for the conclusion and performance of the sales agreement and / or any further agreements between Schreiber GmbH and the customer.
 
18. Place of Performance
Inasmuch as nothing to the contrary results form the contract of confirmation of order, the place of performance for deliveries, payments and warranties is also the seat of Schreiber GmbH´s business in Fridingen.
 
19. Place of Jurisdiction
19.1. For all disputes, including actions in summary proceedings based solely on documentary evidence (Urkundenprozess), and actions in summary proceedings for unpaid cheques (Scheckprozess), Stuttgart shall be the agreed place of jurisdiction for merchants entered in the commercial register, legal persons under public law, and separate public estates. This shall also apply in the event that the customer’s legal residence or habitual place of residence is unknown, is located abroad, or has been transferred abroad.
19.2. For all above listed cases Schreiber GmbH shall also be entitled to file a lawsuit in the court with jurisdiction over the customer.
 
20. Validity of the Schreiber GmbH Terms of Delivery and Applicable Payment Law
20.1. Exclusively the law oft he Federal Republic of Germany shall govern all legal issues arising between the purchaser - even if the latter´s seat of business is in a foreign country - and Schreiber GmbH, with exclusion of application of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
20.2. Should individual provisions of these General Terms of Delivery and Payment be invalid, shall this not affect neither the validity of the other provisions nor that of the contract. Invalid provisons are to be revised in a way achieving their original business purpose.
 
 
Schreiber GmbH Fridingen, January 2017

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