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General Terms and Conditions for Sale of New/Used Equipment

The following terms and conditions apply to the sale of new/used equipment (item of purchase as specified) by Alpha MedTech GmbH (Seller) on Seller’s own behalf. 

I. Purchase Agreement/Transfer of Rights and Obligations
1. The order shall be binding on Purchaser for ten days. The Purchase Agreement shall be deemed concluded when Seller has confirmed acceptance of the order of the item of purchase in writing within this period or when delivery is effected.
2. Transfer of rights and obligations arising from the Purchase Agreement requires prior written agreement of the contractual partner. 

II. Prices
1. The price of the item of purchase is given ex location of item of purchase.
2. Agreed supplementary services and costs advanced for Purchaser by agreement shall be borne by Purchaser unless otherwise arranged.

III. Payment/Arrears/Offsetting
1. The purchase price, prices for supplementary services and any costs to be advanced shall be payable in cash upon delivery of the item of purchase, and eight days at the latest after receipt of the written notice of readiness and handover or mail delivery of the invoice.
2. Money orders, cheques and bills of exchange shall be accepted only after express written agreement and on account of payment, with all the collection and discount charges being billed.
3. Purchaser may offset Seller’s claims only if Purchaser’s counter-claim is undisputed or has been recognized by declaratory judgment. Purchaser may only enforce a right of retention insofar as the conflicting claims have arisen from the same contractual relationship.

IV. Delivery and Default
1. If a binding delivery date or binding delivery period is exceeded, Seller shall be held to be in default as soon as the delivery date or the delivery period is exceeded.
Purchaser’s rights are then as stipulated in paragraph 2 sentence 3 and paragraphs 3 and 4 of this section IV. 
2. Delivery dates or delivery periods, which may be agreed as being either binding or non-binding, must be stated in writing. Delivery periods commence upon conclusion of the contract. Where subsequent modifications of the contract are agreed, a new delivery date or delivery period must be agreed simultaneously if required.
3. If Seller is subject to default, Purchaser may require compensation for any damages arising from the delay to delivery in addition to requiring the delivery of the item of purchase itself. Such claim to compensation arising from minor negligence on the part of Seller shall comprise a maximum of 5% of the agreed purchase price.
4. In the event that Purchaser is entitled to claim compensation for non-performance, such claim arising from minor negligence on the part of Seller shall comprise a maximum of 10 % of the agreed purchase price. If Purchaser is a legal entity under public law, a special fund under public law or a company operator whose conclusion of the sale contract is within his commercial or independent professional scope of activity (Art.14 German Civil Code (BGB)), Purchaser shall be entitled to claim damages only in
the event of criminal intent or gross negligence on the part of Seller.
5. If Seller is unable to effect delivery while in default owing to chance circumstances, Seller shall nevertheless bear liability pursuant to paragraphs 3 and 4. Liability shall be excluded if the damage to Purchaser would also have resulted if delivery had been timely.

V. Acceptance
1. Purchaser is entitled to examine the item of purchase at the agreed place of acceptance within eight days of receipt of the notice of readiness of the item, and shall undertake to accept the item of purchase within this period.
2. If Purchaser fails to accept the subject of the contract within a period exceeding eight days from receipt of the notice of readiness for reasons of intent or gross negligence, Seller may specify an additional period of eight days in writing, stating that Seller will refuse acceptance after expiry of this additional period. If this additional period expires without success, Seller shall be entitled to withdraw from the contract by issuing a notice to that effect in writing, or to demand compensation for non-compliance. Setting an additional period is not required if the Customer seriously and finally refuses acceptance or is manifestly unable to pay the contract price within this period.
3. If Seller demands compensation, this shall amount to 10 % of the agreed purchase. Compensation may be higher or lower if Seller can prove a higher or Purchaser a lower level of damage.

VI. Retention of Title
1. The goods supplied remain the property of Seller until all claims arising from the Purchase Agreement have been settled.
2. Retention of title shall also apply to all claims subsequently acquired by Seller against Purchaser in connection with the item of purchase, e.g. relating to repairs or delivery of spare parts or other services.
3. If Purchaser is a legal entity under public law, a special fund under public law or a company operator whose conclusion of the sale contract is within his commercial or independent professional scope of activity (Art.14 German Civil Code (BGB)), the retention of title shall also apply to claims on the part of Purchaser from his current business relations with Seller.
4. At Purchaser’s request, Seller shall undertake to waive retention of title if Purchaser has met all claims associated with the item of purchase and if adequate security is furnished for any remaining claims arising from current business relations.
5. Seller may demand the return of the item of purchase if
a) Purchaser is in arrears with payment or
b) Purchaser fails to meet his obligations pursuant to the following paragraphs 6 or 7. 
If Seller takes back the item of purchase, Seller and Purchaser agree that Seller shall pay the common market price for the item of purchase to Purchaser at the time of taking back the item. At Purchaser’s request, which must be expressed immediately after the taking back of the item of purchase, a publicly sworn expert may be appointed by Purchaser to determine the common market value. Seller may set a new appropriate period for Purchaser to meet his obligations and may announce that if Purchaser meets said obligations during this new period, Seller shall offer to return the item of purchase to Purchaser under consideration of the common market value paid for the item.
Purchaser shall bear all costs associated with the taking back and resale of the item of purchase. These costs shall be deemed to amount to 5% of the proceeds from the resale without our being required to furnish proof thereof. They may be higher or lower if Seller can prove a higher or Purchaser a lower level of costs.
6. As long as the retention of title exists, prior written agreement of Seller is required before the item of purchase may be sold, pledged, assigned as security, leased out or transferred in some other way that reduces the security of Seller.
7. Purchaser is required to notify the branch office of Seller responsible for the sale of the item, in writing and without delay, in the event of any access by a third party, particularly attachment of the item of purchase or exercise of contractor’s lien by a repair workshop, and to inform the third party immediately of Seller’s retention of title.

VII. Warranty
1. Where the item of purchase is a used item, Purchaser’s claims with respect to defects of quality shall expire one year after delivery of the item. As an exception to this provision, sale of the item shall exclude all liability for defects of quality if Purchaser is a legal entity under public law, a special fund under public law or a company operator whose conclusion of the sale contract is within his commercial or independent professional scope of activity (Art.14 German Civil Code (BGB)).
2. Where the item of purchase is a new item, Purchaser’s claims with respect to defects of quality shall expire two years after delivery of the item if Purchaser is a consumer (Art. 13 German Civil Code (BGB)). If Purchaser is a legal entity under public law, a special fund under public law or a company operator whose conclusion of the sale contract is within his commercial or independent professional scope of activity (Art.14 German Civil Code (BGB)), Purchaser’s claims with respect to defects of quality shall expire one year after delivery of the item.
3. In the event of misrepresentation by silence with respect to defects or in the event of acceptance of a guarantee of condition of the item of purchase, further claims shall remain unaffected. See also section VIII. of these Terms and Conditions.
4. With respect to repair or remedying of defects, replaced parts shall become the property of Seller. Up to expiry of the claim period, Purchaser may assert claims with respect to defects of quality in the parts used for the repair or remedying of defects in the item of purchase. 

VIII. Liability
1. If Seller is required on the grounds of statutory provisions to bear liability for damages caused through minor negligence in compliance with these conditions, Seller’s liability shall be limited. Liability shall apply only in the event of infringement of obligations material to this Agreement and is limited to typical damages foreseeable at the time of conclusion of this Agreement. This limitation shall not apply to endangerment of life and limb or health. If the damages are covered by an insurance policy concluded by Purchaser for the damage event in question (excepting insurance on a fixed-sum basis), Seller shall be responsible for any losses or disadvantages experienced by Purchaser in connection with the filing of the insurance claim.
2. No liability shall be accepted for damages caused by minor negligence involving a defect in the item of purchase. 
3. Irrespective of any fault of Seller, liability on the part of Seller shall remain unaffected in the event of misrepresentation by silence with respect to defects, in the event of acceptance of a warranty or pursuant to the Product Liability Act.
4. Liability with respect to default of delivery is addressed in section IV. 
5. No personal liability on the part of the legal representatives, vicarious agents and employees of Seller shall apply for damages caused by their minor negligence.

IX. Place of Performance, Place of Jurisdiction and Other Agreements
1. The place of performance for all rights and obligations arising from this Agreement is Munich. 
2. The place of jurisdiction is Munich if the parties to this Agreement are persons engaged in commercial activities, legal entities under public law or special funds under public law. The latter shall also apply in the event that after conclusion of this Agreement Purchaser moves his residence or current domicile from the territory of the Federal Republic of Germany or his residence or regular domicile is not known at the time when the action is brought, or in the event that one of the parties to this Agreement has no general place of jurisdiction within the country.
3. Rights of retention on the part of Purchaser which are not based on this Purchase Agreement shall not apply.
4. All contractual agreements shall be concluded in writing. This also applies to any amendments made to this agreement over the written form. 
5. The United Nations Sale of Goods Convention on contracts for the international sale of goods of 11.04.1980 shall not apply.


This version as of 01/2002

Place, date and signature of ordering party