General Terms and Conditions

General Terms and Conditions

DMB Apparatebau GmbH

1. Preamble
DMB-Apparatebau GmbH (hereinafter referred to as "DMB") is amanufacturer / supplier of high-quality technical devices, in particular ofsterilizers.
DMB sells and supplies exclusively commercial customers (noend customers / consumers). These provisions apply onlyto customers who are not end customers / consumers.
2. General information
2.1
These provisions finally regulatelegal relations between DMB and itscustomers, albeit subject to relevantlegal regulations. Provisions of the customer deviating from these regulations areirrelevant; They are hereby expressly contradicted. There are also noagreements going beyond these arrangements; Such agreements -even after the contract has been concluded - must be in theirwritten form. The customer also recognizes these provisionsas bindingforfuture transactions with DMB.
2.2
DMB reserves the right to make changes to these terms and / orparts of these provisions, even if they are unilateral. The currentversion of the Terms and Conditions, which can be accessedvia theInternet site of DMB (http://www.dmb-apparatebau.com/Inhalt/Download/DMB_AGB.pdf), is available,
Always taking account of the date of conclusion of the contract.
2.3
The customer acknowledges that certain products and services maybe subject to special import / export controls and / or restrictions as well aslicensing requirements. The prior examination and compliance withsuch provisions is the sole responsibility of the customer. The customer is with it
Itis understoodthat no product can be exported, sold or operated, whether directly or indirectly, separately or as part of a system, withoutthe customer having previouslycomplied withall regulations and applicablelegal requirementsat his own expenseand, for example, the necessaryconsent A competent authority and / or any other(government) body tothis extent. The same appliesif specific documents are requiredfor the import / export of certainproducts, their procurement
In principle also to the customer.
2.4
These General Terms and Conditions are available in German and English, with the German version always being given priority.
3. Conclusion of contract, rescission
3.1
Products and servicesadvertised by DMB in catalogs and / or via the Internet and described in moredetail here constitute non-committal requests for thesubmission of an offer by the customer ("invitatio ad offerendum"). In this respect, the respective specifications and further details of theproducts and services offeredbyDMB are initially non-binding and non-binding. A declaration of intent of the customer whichisaimed at the conclusion of a contractis always an offer. The customer is bound to this if theproducts and services orderedby him arekept in stockin the desired specification andquantity of DMB or canbedelivered in an appropriate period of time. If the customer does notreceive a DMB confirmation of this offerwithin 14 days after submitting hisoffer, and DMB with the
Execution of the order has not begun, the customer isno longer boundto his offer.
3.2
A confirmation of DMB concerning the receipt of an order / offer is not adeclaration of acceptance.
3.3
Anydeclarations of intent made by DMB in the course of the conclusion of the contract shallalways be subject to the correct and timely self-deliveriesbytheir suppliers, unless DMB is responsible for any wrong or non-delivery. If the performance of a contract for DMB -for example because of the non-availability of a certain product - isimpossible, DMB will inform the customer without delay. Anoptionally already made - or complete part - payment will berefunded immediately.
3.4
At the request of the customer in the course of a provisional contractual relationshipadvance payments (conceptions, drafts, services to authorities,elaboration of approval documents, processing of administrative returnsetc.) can beinvoiced tothe customer taking into account the respective time expenditure; This shall also apply insofar as it does not subsequently come to the conclusion of acontract between the parties and DMB is not responsible for this.If DMB creates prepayments for the customer of the above type, the
To release thefollowing work results from thecustomerbefore the further execution of the contract. The check-in period is two weeks from the date of receipt of thework results by the customer. After expiry of the test period, the approval is deemed to bedeclared.
3.5
Prices made by DMB are without the statutoryvalue-added tax at the respective current rate. Shipping and packaging costs arenot included.
3.6
DMB can withdraw from the contract for important reasons. Such an importantreason is, for example, given - but not exclusively - whenthe customer's assets are subject to negative circumstances such as insolvency,
Default of payment with respect to claims of DMB, paymentsetting,predominant fruitlessness of foreclosure measures, check orbill of exchange. The same applies if and insofar as the customerrejects a prepayment of DMB orfails to do sodespite a reasonable periodof at least 14 days.Without prejudice to such a withdrawal, DMB shall have confirmed the order
And clarification of all technical, legal and commercial details aclaim to 10% of the net value of the contract. In the case of a later rescission, DMB shall beentitled to payment of the actual service rendered, including theresulting imputed profit.
4. Delivery, transfer of risk
Unless otherwise agreed between the parties,theIncoterms clause "EXW Wörrstadt" (Incoterms 2010) (Incoterms 2010)appliesas far as themethod of delivery of the goods as well as with regard to the risk transferis concerned. To this extent, a separate contractual inclusion takes place.
5. Warranty
5.1
DMB fulfills the contractual obligations to which it is responsible in principle with alldue diligence and in the interests of the customer. To this extent, DMB warrants thatthe products and services provided by it shall be subject tothe agreed upon nature,subject to technicaladaptations in case of a risk transfer;Subject to other agreements, the correspondingproof ofperformance basedon a product or
Device-specific validation, which is sent tothe customerafterproduction of the goods and is to be countersigned by the customer.If an agreement is not made on the nature, the
DMB guarantees that the products and services are suitable for use according tothe contract or that they are suitable for normaluse and have a quality which iscustomaryfor things of the sametype and which the customer will, according to the nature of the matter Can expect.
5.2
DMB endeavors to ensure the fastest possible handling of the contract but can notassumeanyguarantee for specific delivery periods, unless a specificdelivery period has been expressly and in writing assured by DMB. In no eventshall DMB be liable for a specific delivery period as long as their
Exceedance is due to force majeure, strike or lockout or due toone or more of these circumstances with a pre-supplier; Insuch a case, a delivery period which may be agreed upon shall be extended by aperiod which is reasonable in consideration of all circumstances.
5.3
The customer is obligatedto examinethese products immediatelyand with due diligenceafter receipt of the products. Any deficiencies shall be notified inwriting toDMB immediately,but no later than 14 days after receipt. The same also appliesto such defects, which are only recognizable at a later date.If the notification of a defect is not made within 14 days, thedelivered goodsshall be deemedapproved.
5.4
In the case of a defect to be repre- sented by DMB, DMB shall be freeto remedy the defect at its own expense (rectification) or replacethe defective product with a substitute delivery. If thedefect repair fails twice, the customer may, at his option, withdrawfrom thecontract or demand a reduction in the purchase price.
5.5
DMBshallbear thecosts arising in the course of a subsequent improvement, in particular route andtransport costs, only if the customer has not transported the contractualproducts to a place other than the place where theproducts were first placed. The cost of a replacement delivery isDMB. The substitute delivery is subject to a different agreement betweenthe parties in principle to the place where the products were originally delivered.
5.6
The warranty period is one year from the date on whichthe customeraccepts the respective(contractual) products, alternatively from thetime the products are picked up by the customer.
6. Liability
6.1
DMB shall be liable for damages incurred by the customer only for intent and grossnegligence.

6.2
Any liability is limited to the foreseeable, typically occurring damage. In particular, no liability can be accepted forcircumstances whichdo not constitute the actual contractualpurpose. DMB shall also not beliable for minor negligent breaches of immaterial contractual obligations and / or arising out of the
Contractual non-essential subsidiary obligations. Theliabilityof DMB and its representatives / vicarious agents for damage resulting from the breach of the
Life, body or health of the customer. When agents andlegal representatives DMB is not liable fordueto only minornegligence.DMB shall not be liable for damagesresultingfrom improper useor treatment, faulty assembly and commissioning by the customer orthird parties, natural wear and tear, unsuitable operating materials, exchange materials, as well aschemical, electrical or electrochemical influences outside thesphere ofperformanceand influence of DMB. In this context,itisclarified that any maintenance, repairs, conversions and installations,such as spare parts, may be performed exclusively by DMB or DMBauthorized personnel; Only originalspare partsmay beused. Otherwise, liability under this paragraph isexcluded.Furthermore, all liability is exclusively in relation to the customer
Contractors.No third party, who is not involved in thecontract between DMB and the customer,is under no circumstances entitled to claim.
6.3
The limitation period for claims against DMB, which are not based onintentional conduct which is attributableto a DMB, is one year.
7. Terms of payment, (extended) retention of title
7.1
After a contract has been concluded, DMB shall be entitledto demandfrom the customer theanticipated final invoiceamountor a loweramount, which is atthe discretion of DMB, in advance andbeginproduction / commissioning ofthe contractuallyagreedgoods only after corresponding payment receipt. DMB makes use of this right, especially in relation tonew customers.
7.2
If the contract delimits partial services such as, but notlimited to, the creation of concepts or the like. ,Partial paymentson the total feeshall bedueaccording to the share of the partial performance as a whole. DMB shall be entitled to assign it without prejudice to section 7.1
, Ie in particular in the event that the expected finalinvoice amount of DMB is not already demanded in advance.
7.3
Advance payments by the customer acc. Above numbers 7.1 and 7.2 areoffset againstthefinal invoice. At the time of the transfer of risk, a(remaining) amount still to be paidby thecustomer isduefor immediate payment and without deduction. If the payments are not made within the deadline,paymentdelays occur without a reminder. Interest on arrears ischargedat a rate of 8% above the base rate. Thecomplete and irrevocable credit note on one of thespecified accounts is decisivefor the payment period, irrespective of the chosenmethod of payment.
7.4
Until full payment of the total sum, allgoods delivered tothe customer remainthe property of DMB. The customer assumes full liability forsuch goods owned by DMB.
7.5
The buyer is entitled to consume the products delivered to him himselfor to sell them in the ordinary course of business.DMB shall, however, be entitled to revokethis right to use andsell if the customer isin defaultwithits payment obligations. The customer already assigns to DMBin fullall claims arising from the sale against his customer or a third partyand claims arising from insurance services due to loss ordamage to the reserved goods or for unauthorized actions to DMB. The customer is revocablyauthorizedto collect theseclaims. DMB will only pronounce the revocation and only collect theassigned claims if the customer isin defaultwith hispayment obligations, he has ceased his payments or hasfiledanapplication for the opening of a bankruptcy or settlement proceedings.
7.6
In no caseshalla customer be permitted to set off any claims alleged by him. This does not apply in exceptional cases toclaims madeby judgment orotherwise stated or undisputed. Furthermore, the customer isnot entitled to refuse performancedueto warranty claims,unless the customer's complaint has been acknowledged by DMB in writing.
7.7
DMB is entitled to increase prices for the services it is to perform in accordance with the contract inaccordance with a general increase in costs if there ismore than six monthsbetweenconclusion of the contract and the agreed delivery date, andif wages, materialcosts or market entry prices increase or the exchange rates continue to change.
8. Copyright, secrecy
DMB customers in the framework of acontractual relationship- possibly also only in the form of a newcontract agreement-as well as other services provided by the DMB,such as (but not exhaustively) the preparation ofconcepts, constructions, concepts, drafts etc. are basedon these inputs (Commercial) rights, such as copyrights/ trademark / trademark rights, including, but not limited to, DMB.The customer shallnot be granted anyrights of use and / orexploitation of any kind whatsoever, subject toany other agreement. This also applies to the extent to which thework results have been generated with the help of and with the customer's specifications. Thecustomer is, where appropriate, be regarded as co-authors in such cases,however,waivedover DMB irrevocably on the assertion of use,exploitation and / or other of copyright law in questionright.In all other respects, To the strictest secrecy of theknowledge obtainedfrom thebusiness relationship with DMB. This applies, in particular, to development work and designs for the creation of
Automatic sterilizers, equipment and other products, whichremain in the intellectual property of DMB and which can neitherbe made accessible tothird partiesnor used for their own purposesby the customer. The aboveobligations are valid indefinitely, ie even after the termination of a concrete one
Contractual relationship.
9. Privacy
DMB stores and uses thecustomer datatransmitted toit for the purpose ofprocessing the order andmay pass it on to third parties for this purpose. DMB also reservesthe right to use the data for purposes of self-promotion. The customer mayat any time object totheuse of the data for advertising purposes.The transmission of customer-related data to third parties for advertising purposes doesnotoccur inprinciple.
10. Severability clause
Should individual provisions of these conditions be or become partiallyorcompletelyineffective, the validity ofthe remaining provisionsshallremain unaffectedthereby. The deficient or incomplete
Is to be interpreted as such, whose economic and legalsense is as close as possible to the deficient provision, but is effective and / orcomplete.
11. Applicable law
All contracts concluded with DMB shall be governed exclusively by thelaws oftheFederal Republic of Germany, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12. Jurisdiction, Place of Performance
12.1
Special jurisdiction forlegal disputes arisingfrom a business relationshipis Mainz. However, DMB reserves the rightto suethe customer at thecourt of his domicile or company seat.
12.2
The place of fulfillment for all rights andobligationsresulting from the contractis exclusively Wörrstadt.

Wörrstadt, 01.03.2013
DMB Apparatebau GmbH
Spiesheimer Weg 25a
55286 Wörrstadt
Germany
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