General terms and conditions
Maxxspine Innovative GmbH
The following terms and conditions apply to all current and future offers made by us and contracts concluded with us. The business or purchasing conditions of the purchaser are not recognized in their entirety.
- CONCLUSION AND CONTENT OF THE CONTRACT
Our offers are subject to change. Orders are only binding for us insofar as we confirm them or comply with them by sending the goods; verbal subsidiary agreements are only valid if we confirm them in writing.
- SUBJECT TO CHANGE
The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate unless they are expressly designated as binding. We reserve the right to make changes to the design and materials compared with the product description in the catalog, provided that they do not significantly impair the normal use of the goods or the use assumed under the contract and/or affect warranted characteristics.
- PRICES AND PAYMENTS
- The prices stated are in € (Euro) plus statutory VAT and including the costs of packaging, value insurance and freight. For goods deliveries under a purchase value of 150€, a processing fee of 20€ will be charged.
- Offers have a validity of four weeks, unless otherwise declared.
- The price resulting from the valid customer price list on the day of the order confirmation shall be decisive; if the goods are delivered without order confirmation, the price on the day of the order shall be decisive.
- If the price to be paid by us to our upstream suppliers increases thereafter, we may pass this price increase on to the customer. The same applies to cost increases of other kinds insofar as they affect our cost price by more than 5%.
- Invoices are payable within 30 days from the date of invoice; the due date is printed on the invoice. We grant a 2% discount for payment within 10 days of the invoice date. A reminder and notice of default are not required. In the event of late payment, default shall occur.
- We reserve the right to deliver cash on delivery or against prepayment if payment deadlines are repeatedly exceeded.
- In the case of several claims, the repayment provisions of §366 para. 2 and §367 para. 1 BGB shall apply. We can make a different repayment provision when the contract is concluded.
- If the payment deadline is exceeded, interest will be charged at the statutory minimum rate, subject to the assertion of further damages.
- If, in the case of installment payments, the customer defaults on an installment or if – for these or other reasons – we must consider our claims to be at risk based on a reasonable commercial assessment, we shall be authorized to demand securities or advance payments for outstanding deliveries and to make all claims arising from the business relationship due immediately.
- The purchaser may only offset our payment claims against undisputed or legally established counterclaims or base a right of retention thereon. The same shall apply to us vis-à-vis customers other than those mentioned.
- For resellers/distributors, delivery conditions shall apply which shall be defined in a contract to be agreed separately. If no individual agreements are made, the provisions Ex Works shall apply.
- DELIVERY, SHIPPING
- Delivery dates are based on the agreements made in individual cases. A delivery deadline shall be deemed to have been met if the delivery item has been handed over for transport or readiness for dispatch has been established and communicated. The delivery deadline shall be deemed to have been met if the delivery item has left the warehouse or notification of readiness for dispatch has been given by the time the delivery deadline expires. Compliance with the delivery period shall be conditional upon the fulfillment of the Purchaser’s contractual obligations.
- Disruptions in our business operations or at our suppliers for which we are not responsible, in particular work stoppages for which we are not responsible and cases of force majeure, shall extend the delivery time accordingly if it is not possible or reasonable to procure a replacement elsewhere. If, in such a case, it cannot be foreseen that we will be able to make our delivery within a reasonable period of time, but within 4 months at the latest, both we and the customer may withdraw from the contract. The same shall apply if impediments persist after the expiry of 4 months from our first notification to the Purchaser.
- We are entitled to partial deliveries and services.
- Upon acceptance of the goods, the customer assumes responsibility for the delivered goods. The usual legal requirements for goods inspection/reclamation apply.
- Only standard deliveries are ordered by Maxxspine Innovative GmbH.
- Special cases: Time and express deliveries are possible upon request. The additional costs are charged on.
- Erroneous collection or delivery trips caused by the customer shall be borne by the customer (date of collection not met, goods not ready for collection, wrong department specified).
- Maxxspine Innovative GmbH commissions the shipping as well as the return shipping for loan and consignment goods.
- RETURN OF PURCHASED AND PAID GOODS
- In general, there is no obligation to take back purchased goods by Maxxspine Innovative GmbH.
- Purchased and paid goods will be taken back only in special agreement with Maxxspine Innovative GmbH.
- In the case of sterile goods, these will only be taken back with a residual sterile life of greater than one year.
- Maxxspine Innovative GmbH reserves the right to inspect the goods after taking them back. Only goods with perfect packaging will be taken back.
- A fee of 30% on the original purchase price will be charged on redemption and restocking, which will be offset against the credit note.
- REPAIR SHIPMENTS
Repairs will be carried out by us only after legally valid written confirmation on the cost estimate. The cost of the estimate shall be borne by the Purchaser.”
- Before sending loaned goods, the order must be confirmed by the recipient (order confirmation). The agreements of the corresponding order confirmation shall apply.
- Upon acceptance of the loan consignments, the liability for the goods is transferred to the recipient.
- Loan positions are provided for a maximum of 7 days. Unless otherwise agreed, a rental fee of 40€ per day will be charged on each selection shipment from the 8th day. Alternatively, we offer our customers consignment contracts by individual agreement (see paragraph 9).
- Maxxspine Innovative GmbH reserves the authorization to set up a consignment warehouse after individual examination.
- The agreements of the consignment contract apply to the establishment of a consignment warehouse.
- RESERVATION OF TITLE
- We retain title to the goods delivered by us until settlement of all claims to which we are entitled against the customer arising from any legal relationship. If the ownership is lost through resale, the claim against the purchaser shall take the place of the ownership.
- In case of breach of contract by the customer, in particular in case of default of payment, we shall be entitled to take back or collect the goods provided by us after a reminder and the customer shall be obliged to surrender the goods. The assertion of the reservation of title as well as the seizure of the delivery item shall not be deemed a withdrawal from the contract.
- From the consignment or loan consignment consumed (opened sterile packed goods, contaminated implants) or negligently/intentionally damaged goods will be charged by Maxxspine Innovative GmbH.
- If sterile packed goods are damaged by the customer, they automatically become the property of the customer and will be invoiced by Maxxspine Innovative GmbH.
- The customer must have the transport company certify any recognizable transport damage upon acceptance of the goods and inform us of this immediately by submitting the certificate.
- The customer must inspect the goods (purchased goods, goods on consignment, goods on loan) immediately before use and notify us in writing of any visible defects immediately upon receipt. Otherwise the warranty claims expire.
- Instruments must be checked regularly for proper functioning and handled according to the manufacturer’s instructions. If defects are found, the owner of the goods must be informed immediately.
- Product defects detected during use must be documented and reported to the supplier immediately and verifiably.
- In the event of a warranty claim, the purchaser’s claims shall be limited to replacement delivery, cancellation of the contract, reduction of the purchase price or rectification of defects, at our discretion. Rejected goods may only be returned with our express consent. However, claims shall only exist if the Purchaser has fulfilled its payment obligation to a reasonable extent.
- If replacement deliveries fail after a reasonable period of time, the customer may withdraw from the contract.
- Warranty claims are excluded if the complaints are based on improper assembly, storage and handling, on use contrary to the intended purpose, improper combination of Maxxspine Innovative GmbH products with other third-party products or on natural wear and tear.
- All goods provided or purchased must be used according to the FIFO principle (first in first out).
- Before any claims of the Purchaser are asserted, the Supplier reserves the right to examine them on a case-by-case basis.
- ADVICE AND INFORMATION
We shall only be liable for information and advice on the use of our products if a special fee has been agreed for this and any damage incurred by the customer has been caused at least by gross negligence.
- LIMITATION OF LIABILITY
To the extent permitted by law, our obligation to pay damages, regardless of the legal grounds, shall be limited to the invoice value of our quantity of goods directly involved in the event causing the damage. This shall not apply insofar as we have unlimited liability under mandatory statutory provisions due to intent or gross negligence. In all other cases, i.e. outside the essential contractual obligations, we shall be liable if damage has been caused intentionally or by gross negligence by one of our legal representatives or vicarious agents. Otherwise, claims for damages arising from impossibility of performance, from positive breach of contract, from culpa in contrahendo including any claims arising from the use of these terms and conditions, from breach of contractual obligations (information, instruction, etc.), from default or from tort as well as from any other legal grounds against us shall be excluded.
- FINAL PROVISIONS
- The place of performance is Eltville am Rhein.
- For transactions with merchants within the meaning of the German Commercial Code (HGB), legal entities under public law or public/legal special funds, the place of jurisdiction is Wiesbaden. The same applies to purchasers who are not domiciled in a contracting state of the EuGVÜ. In addition, the customer may – at our discretion – also be sued at his place of business.
- European law applies. The place of jurisdiction is Wiesbaden.
- Should any of the above provisions be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid one in such a way that the economic purpose pursued with it is largely achieved.