GENERAL TERMS AND CONDITIONS
  • 1. GENERAL PROVISIONS
    (1)   The purchasing and delivery conditions below of Kalamed GmbH, Germany, hereinafter referred to as Kalamed, apply to - even future - business relationships, contracts, deliveries and services as well as offers. The relevant legal regulations additionally apply. The buyer's conditions of purchase are only effective if we accept them beforehand in writing for the respective conclusion of a contract.
         
    (2)   Our general business conditions are accepted by the buyer upon placement of an order, however no later than the receipt of the first delivery or service and apply in the respectively valid version for the entire duration of the business relationship.
         
    (3)   Any deviating conditions of the buyer are hereby excluded; these are also considered to be not accepted upon implementation of the contract.
         
    (4)   A contract only comes into effect on our written order confirmation; if no written order confirmation is issued, the contract shall in any case come into effect by delivery with the content of our invoice.
         
    (5)   Information on prices and services or warranties are only binding for Kalamed when they are confirmed by them in writing.
         
    (6)   The information, drawings, figures, technical data, descriptions of weight, dimensions and capacity contained in brochures, catalogs, circulars, advertisements, price lists or in the documents that belong to the proposal are nonbinding insofar as they are not expressly described as binding in the order confirmation. The same applies to the above information in other advertising materials, Internet presence, or the like.
         
    (7)   Kalamed expressly retains property rights and copyright to drawings, figures, technical data, descriptions of weight, dimensions and capacity. These data may be forwarded to third parties only with prior consent.
  • 2. PRICES
    (1)   The prices are stated in EURO (€) and, unless otherwise agreed upon, they are understood to be fixed net prices, from the Pliezhausen warehouse, without VAT. The VAT will be invoiced separately at the respectively valid rate, in accordance with the applicable legal regulations.
         
    (2)   The prices on the price lists valid at the time of conclusion of the contract are applicable. If the purchaser is an entrepreneur as defined in the German Civil Code [BGB], we are entitled to charge the purchaser for any additional expenses arising after conclusion of the contract (for example, new or increased customs duties, taxes, other fees, increased freight costs, etc.).
         
    (3)   Payment must be made 30 days after receipt of the invoice without any deduction, unless the purchaser has been expressly permitted in the order confirmation to pay by a payment deadline other than the invoice date. After this deadline passes, the purchaser is in default. Receipt of payment by the seller is decisive for the timeliness of the service. Checks and bills of exchange are only accepted for processing. If payment is not made in cash, payment shall be made by bank transfer to the bank account specified in the invoice, quoting customer number and invoice number. Transfer charges, taxes on bills of exchange and discount charges are to be borne by the purchaser.
         
    (4)   Offsetting is permitted only with regard to undisputed or legally binding counter claims. If the purchaser is an entrepreneur, any assertion of retention rights and/or other rights to refuse performance is permitted only with undisputed or legally binding counter claims and only if this is justified in the purchasing agreement concluded.
         
    (5)   In the event that the purchaser is an entrepreneur and if terms of payment are not met or if we become aware of circumstances which are grounds for concern regarding a deterioration of purchaser's financial situation or an insolvency, we shall be entitled to cease any deliveries or, at our discretion, to demand prepayment of all claims including those which are not yet due or for which the time of payment has been extended and those resulting from bills of exchange; alternatively, we may demand that adequate security is provided. In the event that the purchaser fails to provide prepayment or adequate security upon request within a reasonable deadline set by us, we are entitled to withdraw from all contracts and to demand that the purchaser reimburse all costs incurred and to be incurred, including lost profits.
  • 3. PROPOSALS
    (1)   Proposals are made without obligation, as a general rule.
  • 4. DELIVERY
    (1)   The delivery period starts with the date of the order confirmation, however not prior to the provision of the documents, approvals and clarifications of technical details to be procured by the purchaser or prior to the receipt of an agreed deposit. Adherence to the delivery or service period by us requires in any case that the purchaser fulfill the contractual obligations.
         
    (2)
      The delivery period shall be extended in a reasonable way in the event that obstacles occur for us or for our suppliers which are outside our sphere of influence such as force majeure, administrative acts, export/import restrictions, industrial disputes, delays in receiving or failure to receive essential raw materials, materials or parts. If the delivery or service becomes permanently impossible due to such events, we are entitled to cancel the contract. No claims for compensation may be lodged by the purchaser in this case.
         
    (3)   Partial deliveries are permissible.
         
    (4)   The timely dispatch of the goods is sufficient for compliance with the agreed delivery or service period.
         
    (5)   If we should fail to meet agreed delivery times or delivery periods, the purchaser has the right to withdraw from the contract if we fail to deliver after a reasonable grace period. The grace period must be set forth in writing if the purchaser is an entrepreneur.
         
    (6)   If the delivery or service should be delayed for reasons within the sphere of responsibility of the purchaser, this shall result in default of acceptance and transfer of performance risk, provided we have informed the purchaser of the provision.
  • 5. RESERVATION OF PROPRIETARY RIGHTS
    (1)   The goods delivered remain the property of Kalamed until full payment of all outstanding debts from the business relationship between the purchaser and Kalamed. If the purchaser is an entrepreneur, the goods delivered remain our property until all outstanding receivables, including future receivables, from the business relationship with the purchaser, including the clearance of all debts from checks and bills of exchange which were justified in connection with the business relationship. This reservation of proprietary rights shall not be affected by certain claims being included in a current account or in case an account balance is established and has been accepted. In this case, the reserved property is considered to be security for the account balance.
         
    (2)
      The purchaser is entitled to resell the retained-title merchandise in the course of normal business; pledging or assignment as security by the purchaser is not permitted. Pledging and assignments as security of the retained-title delivery are permissible overall. As indicated above, the purchaser may only dispose of the goods within the framework of a proper business transaction with transfer of the reservation of proprietary rights. This right ends automatically if bankruptcy is filed regarding the assets of the purchaser or temporary bankruptcy proceedings are ordered.
         
    (3)   The purchaser herewith assigns to us in advance up to full settlement of all our accounts receivable from deliveries and services the accounts receivable arising from the disposal in the full amount with all ancillary rights. If the purchaser incorporates the receivable into an existing account relationship with his customer, the current account receivable is assigned in the full amount. After balancing has been completed, its place is assumed by the recognized amount which is relinquished up to the amount that constituted the original open account claims.
         
    (4)   The purchaser remains entitled to collection of these accounts receivable provided he fulfills his obligations to us and we have not objected to such collection by the purchaser. Amounts collected shall be immediately transferred to us provided that receivables from the purchaser's business relationship are due to us.
         
    (5)   In the event of threatened stoppage of payments, inability to pay or unfavorable information which indicates a considerable worsening of the purchaser's financial situation, we are authorized to take back the reserved deliveries; the purchaser hereby irrevocably and unconditionally consents to such handing over of the goods. The same shall apply in the event of foreclosure and protests against drafts and checks in respect of the purchaser.
         
    (6)   The purchaser is obligated to treat the reserved goods with care and keep them in good condition. If the seller's security interest is impacted by third parties, in particular in the case of confiscation or seizure of deliveries and/or claims, the purchaser shall immediately inform us by sending us the documentation which is available to him (e.g. seizure reports and the like) and inform third parties of our security interests. The purchaser is obligated to bear costs which arise as a result of defensive measures necessary due to an impact on our security interests.
  • 6. WARRANTY AND LIABILITY
    (1)   Kalamed grants the purchaser the legally stipulated warranty period.
         
    (2)
      In the event that the purchaser is an entrepreneur, obvious defects must be reported to us promptly in writing, however, not later than within 7 calendar days after delivery or performance; non-obvious defects shall be reported to us promptly in writing, however not later than within 7 calendar days after the defects are detected. If the purchaser is not an entrepreneur, obvious defects must be reported in writing within 2 weeks after delivery or performance of the service.
         
    (3)   In the case of defective goods or services, we will, at our discretion, repair the goods or services or replace defective parts or groups of parts. We are not liable in any case for costs arising from the purchased goods being delivered to a location other than the place of fulfillment. At our discretion, we may also have the defects corrected at the purchaser's location.
         
    (4)   If the purchaser is an entrepreneur, our liability for products supplied by third parties shall be limited to assignment of the claims which we have against the supplier of such products, provided however that when effecting such assignment, we shall make available to the purchaser all details available to us regarding the supplier which enable the purchaser to pursue the claim.
         
    (5)   Should the remedy or replacement delivery or replacement service be unsuccessful, the purchaser may choose to reduce the purchase price (reduction) or rescind the contract at his discretion. However, in the event of an insignificant contractual violation, particularly for only slight defects, the purchaser shall not have a right of cancellation.
         
    (6)   All further claims, including any claims for damages due to complications, as well as from fault upon conclusion of the contract and from negligent unlawful acts against Kalamed or its agents are excluded. This does not apply for liability in cases of willful intent or gross negligence.
  • 7. PLACE OF FULFILLMENT AND PLACE OF JURISDICTION
    (1)   Place of jurisdiction in dealings with merchants is Pliezhausen. The law of the Federal Republic of Germany shall apply, with the exception of a conflict of laws. The use of the UN Uniform Law on the International Sale of Goods (CISG) is excluded. We are also authorized to take legal action at any other legal place of jurisdiction.

  • 8. LEGAL REGULATIONS
    (1)   The purchaser is responsible for adhering to requirements of the regulations from the Medical Devices Act [MPG] and other legal regulations on the operation and use of medical devices. The purchaser must ensure in particular that the mandatory device labeling is not altered.
         
    (2)   Trade customers outside of Germany are responsible for complying with national requirements of the European guidelines.

  • 9. FINAL TERMS
    (1)  

    Should any individual provision of these terms be or become void, ineffective and/or impracticable in part or in their entirety, this shall not impair the validity of the other terms. Void, ineffective and/or impracticable terms are to be replaced by effective and practicable terms which come closest to the intended commercial purpose. The same applies if these terms should contain a gap.


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