General Terms and Conditions

OUR GENERAL TERMS AND CONDITIONS

1. GENERAL

a.) These General Terms and Conditions (GTC) form the basis on which all our offers, goods and services are provided.
b.) All contracts are concluded with Rein Medical GmbH, Monforts Quartier 23, 41238 Mönchengladbach, Germany, represented by Managing Directors Dr. Peter Kohrs, Thorsten Godulla, Watarai Kenichi and Akira Suzuki (register court: Mönchengladbach District Court, HRB 15810, VAT no. DE811604837, WEEE reg. no. DE 59730470), solely on the basis of these General Terms and Conditions. Alternative terms and conditions only apply if we have furnished written recognition of these. Acceptance of our performance is deemed to constitute recognition of our GTC even if the purchaser confirms acceptance of our performance under alternative terms and conditions. 
c.) These GTC only apply to corporations, public law entities and special funds under public law.

2. CONCLUSION OF CONTRACT

a.) Our offers are made without engagement. Contracts shall only become valid upon being confirmed by us. Verbal agreements made by representatives and employees shall only become binding on being confirmed by us in writing. 
b) A contract shall only come into force if we issue written confirmation of the order within 4 weeks or deliver the goods. 
c) Product information provided in brochures, offers and written documents, in particular dimensions and technical data, is only approximate; none of the properties are guaranteed unless an express written guarantee is provided. 
d) We retain the property rights and copyright to designs, drawings, descriptions etc., including those provided in electronic form. These may not be made accessible to third parties without our permission and must be returned to us immediately upon request.

3. PRICES, PAYMENT

a) Unless a separate agreement has been reached, our prices are quoted ex works exclusive of value added tax at the respective rate (currently 19%), loading, packaging, freight, carriage and unloading. Unless otherwise agreed, the Customer shall also bear the costs of the insurance cover obtained by us amounting to 5 ‰ of the value of the goods. 
b) Unless an alternative has been expressly agreed in writing, all invoices shall become due immediately without deductions. 

c) The Customer shall only be entitled to offset claims if its counterclaims have been recognized by us or established as final. 
d) We shall be entitled to offset all payments made by the Customer against the oldest outstanding receivables even if the Customer's payment terms specify otherwise. Should the Customer fail to meet its payment obligation on the due date, we may – at our discretion and without ceding any additional rights and claims to which we may be entitled – terminate the contract, suspend further deliveries to to the Customer and/or charge the Customer interest on the unpaid amount at a rate 8 % p.a. above the base rate of the European Central Bank, or suspend further deliveries to the Customer and/or charge the Customer interest on the unpaid amount pursuant to section 288(2) German Civil Code (BGB).
e) Should the Customer default on payment, we shall also be entitled to withdraw from the contract and claim compensation for non-performance. 
f) If it has been agreed that the Customer may purchase goods on account, we shall, notwithstanding this agreement, be entitled to claim payment in advance or request security before effecting delivery or further deliveries if it turns out that we are unable to obtain cover for these deliveries from a credit insurance institution. Should the Customer fail to comply with such a request to make an advance payment or provide security within an appropriate deadline, we shall be entitled to withdraw from the contract. 
g) If circumstances become known that cast doubt on the Customer's solvency or credit standing, we shall be entitled to request immediate payment of all outstanding – including deferred – amounts and to make further shipments to the Customer dependent on advance payments or the provision of security. If the Customer does not comply with such a request within an appropriate deadline, we may request compensation and/or withdraw from the contract at our discretion.

 

4. DELIVERIES AND DELIVERY DELAYS

a) All delivery deadlines and delivery times shall remain non-binding unless expressly agreed otherwise. Agreements pertaining to binding delivery times must be concluded in writing; in this situation, the delivery time is usually expressly referred to as a “binding delivery deadline”. 
b) The delivery time shall commence on the day on which the order was confirmed, however not before all the order details have been clarified, any agreed documents have been provided and/or down-payments made, and any necessary domestic or foreign official certification has been submitted. 
c) Delivery dates and deadlines are based on the time at which the goods leave the factory or warehouse. These dates are deemed to have been observed, pursuant to the notification of the readiness for shipment, insofar as the goods cannot be shipped in due time, due to a fault for which we are not culpable. 
d.) Even if we agree on a fixed delivery time or a fixed delivery date, an appropriate grace period must be set for us, insofar as we are in default. e.) After the expiry of a fruitless grace period, the Customer can withdraw from the amount of the contract, which is not reported as ready to shipment, when the grace period expires. 
f) We accept no responsibility for any delivery delays or omissions caused by our suppliers for which we are not culpable. In particular, insofar as the goods must be ordered in good time through a pre-supplier, our obligation to deliver does not begin before self-delivery; we notify the Customer of the deadline for self-delivery and possible deadline transgressions on the part of our pre-supplier – without prejudice to our rights arising from the default of the Customer – delivery periods shall be extended by the period by which the Customer is in default with its obligations arising from this or other purchases. Force majeure and circumstances for which we are not culpable entitle us to postpone the delivery for the duration of the hindrance or a reasonable start-up period or to withdraw in whole or in part due to the unfulfilled part of the contract. The Buyer can demand from us to declare as to whether we want to withdraw or deliver within a reasonable period of time. If we do not make such a declaration, the Buyer shall be entitled to withdraw from the contract. 
g) The Buyer shall only be entitled to claim compensation for default if our liability is not excluded pursuant to no. 8 of these General Terms and Conditions.

5. SHIPMENT AND TRANSFER OF RISK

a.) The risk of damage or loss of the goods is transferred to the Buyer upon delivery of the goods to a forwarding agent or carrier, at the latest, however, when leaving the warehouse or the works of delivery, in all transactions including deliveries. However, the transport of the goods is insured by us as explained in paragraph 3a. 
b.) Insofar as the Buyer himself/herself has taken out a transport insurance and has informed us in writing, the insurance taken out by us and the costs listed in paragraph 3a are void. 
c.) We are entitled to partial deliveries to a reasonable extent. 
d.) MAdditional costs for urgent, express shipments and express delivery service, which is made at the request of the Buyer, are at borne by the Buyer.

6. RETENTION OF TITLE

a.) The goods remain our property until fulfilment of all present and future claims arising from business relations with the Buyer. 
b.) The Buyer is obliged to the separate storage and marking of the goods belonging to us (reserved goods). 
c.) The Buyer is obliged to orderly store and clearly mark our reserved goods. The Buyer is obliged to handle the purchased goods with care; in particular, he/she is obliged to take out an insurance amounting to the equivalent of the new value at his/her own expense against damage caused by fire, water and theft. The delivered products or goods of Rein Medical GmbH must be orderly stored by the Buyer. 
d.) WInsofar as our reserved goods are processed or blended, mixed or combined with other items not belonging to us, we acquire the pro-rata co-ownership of the new item in proportion of the value of the purchased item to the other processed items at the time of processing. The same applies mutatis mutandis to the item resulting from the processing in relation to the purchased item delivered under reservation. A sale of the reserved goods is only permitted in the ordinary course of business. 
e.) AnOther disposals, in particular pledges and assignments of the reserved goods by way of security, are not permitted. All claims due to the Buyer with regard to the reserved goods from resale or for other legal reasons shall hereby be assigned in advance in full to us; in the case of co-ownership, the assignment only covers the portion of the claim corresponding to our co-ownership. The resale is only permitted under the provision of this assignment. 
f.) The Buyer is authorized to collect the assigned claims in the ordinary course of business and only revocably. At our request he/she has to inform his/her debtors of the assignment. We reserve the right to also make this announcement at any given time. 
g.) The authorization of the Buyer to dispose of the goods subject to retention of title as well as the processing, transformation, combination, mixing and blending, as well as the collection of the assigned claims, expires in case of non-compliance with the terms of payment, unauthorized dispositions, bills of exchange and check protests as well as insofar as an application has been filed to open insolvency proceedings against the assets of the Buyer or insofar as we are aware of a significant deterioration in his/her financial position. In such cases, we reserve the right to take possession of the reserved goods immediately, to access the business premises of the Buyer for this purpose, to demand appropriate information about the reserved goods and any claims from their resale as well as to inspect the books of the Buyer, insofar as this serves the purpose of securing our rights. 
h.) We are further entitled to expressly prohibit the processing and any alteration of the delivered goods subject to retention of title and to revoke the direct debit authorizations, as well as to notify the prohibition and revocation to third parties. The costs of collection, return or transfer of the indirect possession of the delivered reserved goods shall be borne by the Buyer.
i.) To the extent and insofar as the registration and / or fulfilment of other requirements are a precondition for the effectiveness of this retention of title, the Buyer is obliged, without prejudice to our own authority, to undertake all necessary actions without delay and to make all necessary notifications. If and in so far as the relevant legal system does not permit the agreement of a retention of title, the Buyer will provide us with appropriate other collateral when using the trade credit. 
j.) In case of seizure or other interference by third parties, the Buyer must notify the Seller immediately, so that the Seller can take legal action. Insofar as the Buyer does not fulfil this task, he/she is liable for the damage. 
k.) The Seller undertakes to release the securities to which he/she is entitled upon request of the Buyer to the extent that the realizable value of the securities exceeds the claims due to the Seller. The selection of the securities to be released is incumbent upon the Selle.

7. WARRANTY AND COMPLAINTS

a) The Buyer shall inspect the goods and packaging immediately upon receipt. In particular, the Buyer shall open and inspect individual samples of the goods. The Buyer must provide notification in writing of all identifiable defects, shortages or wrong deliveries within five working days after delivery, and in any case before resale, use or processing. Hidden defects must be asserted in writing by the Buyer immediately after their discovery. 
b.) Our legal liability for defects is limited to the subsequent performance, pursuant to our discretion, to carry out a repair of the defect or a replacement. The Buyer must grant us sufficient opportunity for subsequent performance; otherwise we are exempt from liability for the resulting consequences. Only in urgent cases, for example to maintain operational safety or to prevent disproportionately large damages, does the Buyer reserve the right to on his/her own accord rectify a defect or arrange for it to be rectified by a third party and demand compensation from us for the necessary expenses. The replaced parts must in any case be handed over to us by the Buyer. 
c.) If the subsequent performance has failed, the Buyer is entitled to reduce the consideration or – in the case of significant defects – to withdraw from the contract. 
d.) In the case of newly manufactured goods or services, we are liable for one year from the date of delivery; In the case of the sale of used products, our liability is excluded. 
e.) Claims of the Buyer for the assumption of cover purchases in case of non-delivery are excluded.
f.) Further claims of the Buyer due to defects as in accordance with the preceding paragraphs b.) to e.) are excluded. We are therefore not liable for damages that have not occurred on the product itself, and not for other financial losses of the Buyer.
g.) Our liability according to No. 8 of these General Terms and Conditions is not limited by the above paragraphs b.) to f.).

8. LIABILITY

a.) Our liability extends to cover the State-of-the-Art appropriate freedom from defects of our products. We disclaim all liability if our products are not stored or used correctly by the Buyer or any third party, for natural wear and tear, if the product is not treated or processed correctly, if unsuitable operating materials are used, and for damage resulting from third-party work that was not expressly authorized by us. 
b) In the event of a cardinal contractual obligation being violated by ourselves or our agents, our liability shall be limited to wilful intent, gross negligence and simple negligence irrespective of the legal grounds. In cases of simple negligence, we shall only be held liable for predictable damage that typically occurs if the product is used as per the terms of the contract. 
c.) All limitations of liability set forth in these General Terms and Conditions shall not apply in the event of personal injury, damage caused by the absence of any quality which we have guaranteed, as well as any claims arising from the Product Liability Act.

9. WRITTEN FORM, PARTIAL INVALIDITY

a) Where applicable, amendments or additions to these General Terms and Conditions must be made in writing; the same applies mutatis mutandis if the contract is to be cancelled by mutual agreement. This written form requirement can be fulfilled by sending a fax or using another means of electronic communication. The same applies mutatis mutandis to other declarations of the contracting parties that are necessary for the establishment, maintenance or exercise of their rights, in particular notifications of defects, setting of deadlines or unilateral declarations of annulment. 
b) Should any provision in these General Terms and Conditions be or become invalid or impracticable, the validity of the remaining provisions of these General Terms and Conditions shall remain unaffected.

10. PLACE OF FULFILMENT, PLACE OF JURISDICTION, APPLICABLE LAW

a) The place of fulfilment for the Customer’s payment obligations and for our obligations is Mönchengladbach, 
b) The place of jurisdiction for disputes arising from and in connection with these General Terms and Conditions is Mönchengladbach. However, we reserve the right, at our option, to bring actions against the Buyer at his/her general place of jurisdiction. 
c) The law of the Federal Republic of Germany shall apply to all legal relations between the Customer and ourselves. The UN Convention on the International Sale of Goods (CISG) is herewith excluded.

d.) Letters a.) and b.) of this provision are only valid insofar as the Buyer is one of the persons mentioned in § 38 (1) of the German Code of Civil Procedure [ZPO].