General Terms and Conditions

1 General / Scope of application

1.1 All our deliveries, offers and other services are exclusively based on our General Terms and Conditions. These are an integral part of all contracts with us. They shall also apply to all future services, even if no special reference is made to them in each case.

1.2 By placing an order, the customer accepts the following terms and conditions. Other or deviating terms and conditions of the customer shall only be recognised if we have expressly agreed to their validity in writing. Counter-confirmations by the customer with reference to his terms and conditions of business or purchase are hereby rejected. Verbal subsidiary agreements do not exist. Our General Terms and Conditions of Business shall also apply if we have carried out the delivery or service to the customer without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.

1.3 All agreements on deliveries and services, deviating or supplementary provisions to these General Terms and Conditions as well as collateral agreements must be in writing or expressly confirmed in writing in order to be effective.

1.4 Customers within the meaning of these Terms and Conditions are exclusively entrepreneurs (§§ 14, 310 BGB), legal entities under public law or special funds under public law.

2 Conclusion of contract

2.1 The product presentations on our website do not constitute a legally binding offer, but serve to submit a purchase offer by the customer.

2.2 By signing the completed form marked “Offer”, the customer submits a binding offer to conclude a contract.

2.3 An effective contract shall only be concluded by means of a written order confirmation. If it has not been issued by then, the confirmation of dispatch or the timely delivery of the ordered goods shall also be deemed to be an order confirmation.

2.4 We reserve the right to refuse acceptance of the order, in particular after checking the creditworthiness of the customer.

3. prices

3.1 The prices and other information contained in our promotional literature are non-binding and subject to change. Misprints, price changes and errors are reserved.

3.2 The prices agreed upon conclusion of the contract shall apply. If no price is expressly agreed, our current price list shall apply. All prices are in € (Euro) plus the value added tax legally prescribed on the day of delivery and the shipping, packaging, forwarding and transport insurance costs.

3.3 We shall be bound by prices agreed in writing for 1 month.

4 Deliveries, delivery periods and delivery reservation

4.1 Our compliance with our delivery and performance obligations is subject to the timely and proper fulfilment of all contractual obligations by the customer. Binding delivery dates must be agreed in writing.

4.2 If the customer is in default of acceptance, refuses to accept the delivered goods or violates other obligations to cooperate, we shall be entitled to charge for the resulting damage.

4.3 Events of force majeure shall entitle us to postpone delivery or performance for the duration of the impediment, whereby the customer shall be notified immediately of the impediment and its expected duration. This shall also apply in the event of unforeseen manufacturing and transport hindrances on the part of our suppliers. We shall not be liable for the fault of our suppliers.

4.4 If the delay lasts longer than two months, the customer shall be entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the unfulfilled part if he proves that the outstanding fulfilment of the contract is no longer of interest to him due to the delay. If partial performance has been effected, the customer may only withdraw from the contract as a whole if he proves in addition that the partial performance of the contract is of no interest to him.

4.5 In the event that a reasonable extension of the delivery period is not reasonable for us due to the scope of the aforementioned circumstances, we shall be entitled to withdraw from the contract in whole or in part after prior notification. Claims for damages arising from this are mutually excluded.

4.6 We are entitled to make partial, additional, reduced or early deliveries and services, provided this is reasonable for the customer.

4.7 Deliveries shall be made ex warehouse Leverkusen. At the customer’s request and expense, we shall take out transport insurance. We shall be liable for damage and loss to the extent that the insurance provides us with compensation. Transport damage must be reported immediately after receipt of the goods, enclosing a damage report. This applies regardless of whether the goods are delivered by a transport company or by ourselves.

4.8 If the customer requests a VAT-exempt intra-Community delivery or a VAT-exempt export delivery, the delivery is dependent on the provision of the legally required evidence and information. If this evidence and information is missing, we reserve the right not to deliver or to assert claims for damages. If the customer fails to provide the evidence and information after a reasonable period of time has been set, the seller shall be entitled to withdraw from the contract and/or to assert claims for damages. The compensation for damages shall amount to the legally owed value added tax. The Seller reserves the right to claim further damages, in particular for legal action against the tax authorities.

5 Transfer of risk

5.1 In the event of delivery by us, the risk shall pass to the customer upon installation of the equipment at the agreed location.

5.2 In the event of delivery by a transport company, the risk shall pass to the customer when the goods are handed over to the shipping person.

5.3 If the customer collects the goods from our premises or from another place designated by us (warehouse, affiliated company), the risk shall pass to the customer when the goods are handed over.

6 Terms of payment, default in payment, set-off

6.1 We deliver against invoice, direct debit, prepayment or PayPal. In the case of new customers, defaulting customers and deliveries abroad, we reserve the right to deliver against advance payment or cash on delivery. In addition, we also offer leasing, payment by instalments, hire purchase and rental of our equipment. The conditions are agreed individually.

6.2 Unless otherwise agreed, our invoices are due within 10 days of receipt without deduction. In the event of default of payment by the buyer, we shall be entitled to demand interest from the relevant date at a rate of 9 percentage points above the base interest rate as flat-rate compensation. We reserve the right to claim damages for default in excess thereof. Default shall commence upon receipt of the reminder, but no later than 30 days after the due date.

6.3 We are entitled to offset payments against the buyer’s older debts first, despite any provisions of the buyer to the contrary. The buyer shall be informed immediately of the type of set-off made. If costs and interest have already been incurred, we shall be entitled to set off the payment first against the costs, then against the interest and finally against the main performance.

6.4 A payment shall only be deemed to have been made when we can dispose of the amount. In the case of cheques, payment shall only be deemed to have been made when the cheque has been cashed.

6.5 If we become aware of circumstances that call into question the creditworthiness of the buyer, we shall be entitled to call due the entire remaining debt, demand advance payments or the provision of security.

6.6 The customer shall only be entitled to set-off or to assert a right of retention if his counterclaim has been legally established, is undisputed or has been recognised by us.

7. retention of title

7.1 The delivered goods remain the property of CAmed Medical Systems GmbH as goods subject to retention of title until full payment of the subject of the contract including delivery costs and settlement of all claims arising from the business relationship.

7.2 In the event of culpable breach of contract by the customer, in particular in the event of default in payment, we are entitled for security purposes to demand the return of the contractual item and to collect it from the customer. The taking back of the subject matter of the contract by us does not constitute a withdrawal from the contract unless we have expressly declared this in writing. The mandatory provisions of the German Installment Purchase Act (Abzahlungsgesetz) remain unaffected.

7.3 For the duration of the retention of title, the customer is obliged to treat the goods – including rental and demo equipment – with care and to protect them from knocks, impacts and mechanical stress and to store them dry and dust-free in closed rooms. In addition, the customer is obliged to insure the goods adequately at replacement value against fire, water and theft damage at his own expense. The customer hereby assigns all claims arising from the insurance contract to CAmed Medical Systems GmbH. We are entitled to demand the submission of evidence of the existence of the insurance cover. If maintenance work is required, the customer must carry this out in good time at his own expense. Pledges, transfers by way of security and other disposals by the customer are not permitted as long as the retention of title exists. In the case of demo and loan equipment, liability shall pass to the user.

7.4 In the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the damage incurred by us.

7.5 If the goods subject to retention of title are sold to a third party, CAmed Medical Systems GmbH already now becomes the owner of the contractual claims with all ancillary rights that exist vis-à-vis the third party – on the basis of the assignment of claims hereby expressly agreed. Assignments and pledges of these claims are subject to our prior consent.

7.6 The customer is not authorised to sell the goods subject to retention of title outside the ordinary course of business.

8. complaints

8.1 Despite the greatest care, it is possible that we may make a mistake in processing your order. Therefore, please check the goods for completeness and correctness immediately after receipt of the delivery and inform us immediately of any deviations from your order. As a rule, however, we cannot guarantee the properties of the goods. Transport damage must be confirmed by the parcel service upon acceptance of the delivery. If this can only be ascertained after the goods have been unpacked, the damage must be reported to us in writing without delay. In the event of loss of a return shipment, the sender must provide proof of dispatch.

9 Warranty / Guarantee

9.1 The warranty begins with the transfer of risk and is based on the statutory provisions, unless otherwise stated below.

9.2 An insignificant defect shall not constitute grounds for claims for defects for entrepreneurs. Furthermore, we do not assume any warranty for normal wear and tear of the goods as well as for defects and damages resulting from unsuitable or improper use, non-observance of application instructions or faulty or negligent handling or from improper repair attempts.

9.3 Entrepreneurs must report obvious defects in writing without delay, but at the latest within a period of one week from receipt of the goods; otherwise the assertion of the warranty claim is excluded. Timely dispatch shall be sufficient to meet the deadline. The entrepreneur shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.

9.4 For entrepreneurs, the warranty period is one year from delivery of the goods. This does not apply if the customer has not notified the defect in time. In the case of used equipment and spare parts, the customer is not entitled to any warranty claims.

9.5 In the case of used equipment supplied by CAmed Medical Systems GmbH, the customer is granted a 6-month liability for material defects in the legal sense for hidden defects. This only includes the costs of spare parts and the associated labour. The customer shall bear the costs of transport to our branch and the costs of return delivery. We are expressly prepared to carry out the aforementioned work on behalf of the customer. This requires a separate service order from the customer, which is subject to a charge.

9.6 Processing of third-party guarantees (manufacturer’s guarantees): Manufacturer’s warranties are performance promises given by the manufacturer to the customer. They therefore do not establish any obligations for us. The customer is therefore obliged to establish the conditions for exercising the claims under the warranty at his own expense. In particular, the customer shall bear the costs of transport to and collection from the manufacturer, assembly and dismantling and, if applicable, the costs of a replacement device. We are expressly prepared to carry out the aforementioned work on behalf of the customer. This requires a separate service order from the customer, which is subject to a charge.

9.7 In the event of justified complaints within the time limit, we shall be obliged to rectify the defect or to make a replacement delivery. In doing so, we are entitled to limit the rectification or replacement delivery to the amount of the respective purchase price. The buyer shall give us sufficient time and opportunity to carry out the rectifications or replacements that we deem necessary at our reasonable discretion during the usual working hours.

9.8 In the course of subsequent performance, we shall have the choice of remedying the defect (subsequent improvement) or delivering a defect-free item (subsequent delivery). However, we shall be entitled to refuse the type of subsequent performance chosen if it is only possible at disproportionate cost and the other type of subsequent performance is without significant disadvantages for the consumer.

9.9 If the supplementary performance fails 3 times, the customer may in principle demand a reduction of the remuneration (abatement) or cancellation of the contract (withdrawal) at his discretion. However, in the event of only a minor breach of contract, in particular in the event of minor defects, the customer shall not be entitled to withdraw from the contract.

9.10. If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect. If the customer chooses compensation for damages after failed fulfilment of the contract, the goods shall remain with the customer if this is reasonable for him. The compensation shall be limited to the difference between the purchase price and the value of the defective item.

9.11. We are entitled to commission qualified third parties with the fulfilment of our warranty obligation.

9.12. The above warranty conditions apply to services with the following proviso:
9.12.1 The limitation period pursuant to clause 8.4 shall commence with the acceptance or with the acceptance fiction replacing it by law.
9.12.2 The right of choice extends to rectification and new production. If, within the scope of subsequent performance, we offer the customer a replacement device instead of repairing his old device, the customer shall have the choice whether he wishes to receive a defect-free but used device or a new device. Increases or decreases in the value of the replacement device in relation to the value of the customer’s old device at the time of the repair order shall be mutually compensated.

9.13. If the customer receives defective equipment documentation, CAmed Medical Systems GmbH is only obliged to supply a defect-free product manual and this only if the defect in the product manual prevents proper use.

9.14. Warranty claims of any kind against us are fundamentally excluded if any components of the system are modified or replaced without our written consent. This also applies to parts subject to wear and tear, as well as in the event of other uses – not previously specified to us – which deviate from the normal scope of use.

9.15. Only the direct purchaser shall be entitled to make claims against us on account of defects and such claims shall not be assignable.

9.16. If spare parts are installed by third parties, the warranty shall expire in the event of improper handling or damage due to mechanical or electrostatic influences.

10 Limitations of liability

10.1 In the case of slightly negligent breaches of duty, the liability of CAmed Medical Systems GmbH is limited to the direct average damage which is foreseeable and typical for the type of goods. This also applies to slightly negligent breaches of duty by legal representatives or vicarious agents. CAmed Medical Systems GmbH is not liable to entrepreneurs in the event of a slightly negligent breach of immaterial contractual obligations.

10.2 The above limitations of liability do not affect the customer’s claims arising from product liability. Furthermore, the limitations of liability do not apply in the event of attributable bodily injury or damage to health or loss of life of the customer.

10.3 Claims for damages by the customer due to a defect expire after one year from delivery of the goods. This does not apply if CAmed Medical Systems GmbH can be accused of gross negligence or in the case of attributable bodily harm or damage to health.

10.4 If operating or maintenance instructions of CAmed Medical Systems GmbH are not followed, changes are made to the products, parts are replaced or consumables are used that do not correspond to the original specifications, claims due to defects in the products are not valid if the purchaser does not refute a corresponding substantiated claim that only one of these circumstances caused the defect.

10.5 CAmed Medical Systems GmbH accepts no liability that the use of the hardware and software products does not infringe the property rights of third parties.

11. right of withdrawal, compensation

11.1 We expressly do not accept any procurement risk. If, as a result of non-delivery by our supplier, we are unable to meet our performance obligations under the contract with the customer, both parties have the right to withdraw from the contract.

11.2 If the customer refuses to accept the ordered goods after the expiry of a reasonable deadline set by us or expressly declares in advance that he does not wish to accept the goods, we shall be entitled to withdraw from the contract and/or to demand damages instead of performance. This does not apply if the refusal of acceptance is justified.

11.3 We shall be entitled to demand a lump sum of 20% of the contract value from the customer for compensation of the damage incurred by us due to the refusal of acceptance. The assertion of further claims for damages, against which the lump sum is to be offset, remains unaffected.

12. user software

12.1 If user software is provided to the customer with our deliveries, the customer shall be granted the unlimited, non-exclusive right to use the software on the products supplied, in unchanged form and for the purposes stated in the product description. A copy of the software may only be made for backup purposes; any changes to the software are prohibited. The usage fee for the software is included in the purchase price. Updates are charged separately

13 Installation and customer service

13.1 Installation and customer service shall be carried out by us or by authorised specialist companies arranged by us.

13.2 Prior to delivery of ultrasound devices, the customer must ensure that the installation site is easily accessible, that the structural requirements are met, that there is sufficient space, sufficient ventilation, a floor suitable for castors and the weight of the device, sufficient load-bearing capacity of the floor as well as the necessary electrical connections are available, sufficiently protected against moisture and brine, and sufficiently shielded against the usual operating noises of the device from the rest of the practice area.

13.3 Difficulties in the delivery and installation of ultrasound devices may be invoiced separately, as well as all additional costs incurred if the prerequisites mentioned in section 13.2 are not present on delivery on the day of the agreed installation date.

13.4 If, in the case of repairs, the cost estimate is exceeded by up to 8% (of the total sum), this is harmless and corresponds to standard commercial practice. Should the costs increase by more than 8%, CAmed Medical Systems GmbH will have to inform the customer of this and obtain a new order.

14 Electrical and Electronic Equipment Act

14.1 The customer is responsible for the disposal of the products supplied by us (ElektroG). In the event of disposal, the customer waives the defence of limitation. Likewise, our delivery releases the respective manufacturer of the product from the obligation to dispose of and take back the product.

15 Cost estimates

15.1 The preparation of cost estimates for the determination of repair costs shall in principle be subject to a charge and shall be invoiced according to the currently valid hourly rates for repair work. Other or deviating verbal agreements must be made in writing.

15.2 Cost estimate fees shall not apply if the repair is carried out.

16. non-repairs

16.1 If a device is to be returned unrepaired, the customer shall bear the costs for the diagnosis/ cost estimate as well as the costs for the return of the goods. These must be paid in advance or cash on delivery.

17 Packaging/Shipping

17.1 Please pack the devices/appliance parts you send to us adequately. If transport damage occurs due to insufficient packaging, the transport insurance will not cover the damage. It is best to pack the units in the original packaging. If this is not possible, fill sufficiently with polystyrene or filling material (polystyrene chips). All sides should be filled with at least 10 cm of filling material. Under no circumstances send in a bare cardboard box without padding or in newspaper.

17.2 Packing/shipping service
If you do not have the possibility to organise a cardboard box, we will send you a cardboard box for a fee (you only pay the incurred.

shipping costs, from 10 euros per tour) a suitable empty box with filling material. You can either return or purchase this box after the repair has been completed.

17.3 Collection services
If you do not have the possibility or the time to bring your unit to the post office, we will be happy to have your package picked up by our shipping company/forwarding agent. You only pay the shipping costs. The collection order must be made in writing! To avoid misunderstandings, please ask for the approximate shipping costs beforehand. Depending on the size and weight, the shipping costs can vary considerably.

18. data protection

18.1 The customer is responsible for data backup. In particular, the customer is obliged to carry out a data backup before each service and to check the successful completion of this data backup.

18.2 We shall not be liable for the recovery of data insofar as the customer has not taken the usual and reasonable precautions for data backup and has not ensured that the data and programs which are available in machine-readable form can be reconstructed with reasonable effort. The liability regulations remain unaffected.

19. data protection

20 Miscellaneous

20.1 If the buyer is a merchant, a legal entity under public law or a special fund under public law, Cologne shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

20.2 The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) are excluded. The export of the goods to countries outside the European Union requires the consent of CAmed Medical Systems GmbH, irrespective of the fact that the customer is responsible for obtaining any official import and export permits.

20.3 The place of performance is Leverkusen.