Terms & Conditions

General delivery and payment conditions of Dr. Fritz GmbH, endoscopes& video systems

I. General

  1. The following conditions are only valid for offers, deliveries and services of Dr. Fritz GmbH hereafter referred to as the "supplier" – if no other written agreement has been made that differs from them.
  2. The supplier hereby objects to any purchase provisions made by the purchaser that are contrary to the conditions set by the supplier or from otherwise valid legal regulations established by German law.
    Neither will the supplier recognize such provisions if as a result of a deviation on the part of the supplier no further objections are made.
  3. The supplier's general delivery and payment rules remain generally valid even if individual conditions are invalid. The contract partners are required to replace the invalid condition with another provision that in its economic effect is as close as possible to the invalid one.
  4. If production is carried out solely in accordance with the purchaser’s plans, the supplier bears no responsibility if the legal trademark rights of third parties are violated. The supplier's claims to redress for goods or services provided up until that point remain in effect.
  5. German law also applies, the CISG, however, does not.

II. Conditions subject to change

All offers, prices and other stipulations are subject to change unless otherwise explicitly specified. All documents and papers that form part of the offer, such as graphics, diagrams, information as to weight and dimensions, are only approximate provided they have not been explicitly defined as binding. The supplier retains ownership and copyright of all cost estimates, diagrams and other documents, which are not to be made available to third parties without the corresponding approval of the supplier.

III. Scope of the delivery

  1. The supplier's written order confirmation is decisive for the scope of the delivery. Supplementary agreements and changes are only valid with written confirmation by the supplier.
  2. The supplier reserves the right to make changes to construction and form that have to do with technological improvements or legal requirements during the delivery period, provided the item is not significantly altered and the change is reasonable for the purchaser.

IV. Prices and conditions of payment

  1. Price calculations are made according to prices valid on the day of delivery and are to be made in Euro.
  2. Unless otherwise agreed upon, all prices, products and services are subject to change ex works; this does not include packaging, shipment costs and transport insurance. Added to the price will by any legally required value-added tax or any comparable taxes levied by the country in which the delivery or service is taxable. If no other special agreement has been made, the supplier will determine the method of transport.
  3. The supplier reserves the right to make changes and corrections to prices. The minimum order value is EUR 100.00 (net) per order. An additional processing charge of EUR 25.00 (net) per delivery will be added to any preliminary shipments of orders that do not equal the minimum order value.
  4. All expenses resulting from monetary transactions are to be paid by the purchaser.
  5. Unless otherwise agreed upon all payments are due 30 days after the invoice has been issued (date of invoice) strictly net. The interest rate for delayed payments is 10% per annum over the base rate of the European Central Bank (ECB).
  6. Payment by draft is not allowed under any circumstances.
  7. Withholding of payments or charging for any counterclaims made by the purchaser and disputed by the supplier is not permitted.
  8. If payment is not made on time and there are justified doubts as to the ability of the purchaser to pay or its creditworthiness, the supplier has the right to declare all outstanding charges from the existing business relationship due for payment and only to provide further deliveries and services if paid in advance.
  9. Any approved discounts and credits are nullified in the case of judicial or extrajudicial composition proceedings, insolvency, delayed payment or legal prosecution.
  10. Custom-made products – in particular so-called "VO articles" – can be charged for on the basis of final costing. Custom manufactured articles will in general not be taken back. A cancellation of orders of customized products is only permissible with the explicit consent of the supplier. In the case of custom manufactured products excess or short deliveries of up to 15% over or under the ordered amount can be made and charged accordingly.
  11. If ordered goods are returned without justification, or due to defects for which the supplier is not responsible, we reserve the right to charge a processing fee of up to 10% of the net invoice value, at least EUR 10.00 per return.

V. Delivery period

  1. Delivery dates and delivery times are only binding if they have been accepted as binding in writing. The purchaser can claim compensation for losses instead of the product or service after a binding delivery period or a binding delivery time was not complied with only if the supplier or a legal representative or auxiliary person of the supplier can be imputed with wilful or intentional negligence. These liability limitations are not valid in the case of damages to body or health that can be attributed to the supplier.
  2. A delivery period begins with the dispatch of the order confirmation, however not before documents, materials, items, authorizations, approvals and compliance with agreed upon payment or other obligations are provided or fulfilled by the purchaser.
  3. The delivery period is considered to have been adhered to when by that date the delivery items have left the factory or readiness for shipment has been communicated.
  4. If outside forces or other unforeseen obstacles, such as, for example, civil unrest, interruption of operations, strikes, lock-outs, etc. interfere with delivery the delivery time will be accordingly extended. The same applies in the case of delayed delivery of essential materials provided these delays can be proven to have a significant influence on the manufacturing process or delivery of the delivery items and are not caused by the supplier.
  5. After failing to adhere to an unbinding delivery period or delivery time the purchaser can demand in writing that the supplier deliver the products in a reasonable time period if the purchaser has fulfilled all of its due contractual obligations. The purchaser can, after a deadline was not adhered to, only demand compensation for losses as well as the delivery itself if the supplier or a legal representative or auxiliary person of the supplier can be imputed with wilful or intentional negligence. These liability limitations are not valid in the case of damages to body or health that can be attributed to the supplier.
  6. If shipment is delayed at the request of the purchaser, beginning a month after notification of readiness for shipment, the purchaser will be charged for costs resulting from storage, at least 0.5% of the net invoice amount per month. After the determination and subsequent failure to adhere to a reasonable deadline the supplier has the right to obtain the delivery item in another manner (prior sale) and to deliver the item(s) to the buyer at a later point in time.

VI. Partial deliveries

The supplier can fulfil an order with partial deliveries that are to be separately paid for according to the payment periods listed in IV./par. 5 If the payment of a partial delivery is delayed, the supplier can discontinue the remaining completion of the order. VII. Transfer of risk and receipt of delivery

  1. All risk is transferred at the latest with the dispatch of the delivery to the purchaser, even when partial deliveries are made or the supplier has assumed other tasks or services, for example shipping costs or transport and assembly. At the request of the purchaser and at his expense, the deliverer can insure the shipment against breakage, transport, fire, and water damage.
  2. If the shipment is delayed due to circumstances that the supplier cannot control, all risk is transferred to the purchaser as of the day of the readiness for shipment, however the supplier is required, at the purchaser's request and expense, to procure the insurance of the purchaser's choice.
  3. The purchaser only has the right to refuse to accept the delivery item if the delivery item shows significant defects.

VIII. Conditional sales

  1. The supplier retains ownership of all delivery parts delivered byhim until the purchaser has fulfilled all obligations from current and other business transactions, especially any outstanding accounts.
  2. Within the framework of regular business operations the purchaser may
    1. sell the supplier’s delivery parts, unless he has not paid on time or suspended payment.
    2. has not joined or combined the supplier’s delivery parts with other items. In this case the supplier will be granted co-ownership in accordance with §§ 947, 948 of the German Civil Code.
    3. process or modify the supplier’s delivery parts. This processing or modification takes place without expense for the supplier. If as a result of the processing or modification an object of significantly higher value is produced, the supplier will obtain co-ownership, which corresponds to the amount of value his delivery contributes to the value of the new object.
  3. The purchaser may neither mortgage the delivery item nor transfer his titles for the sake of settling debt. If a delivery item is mortgaged or seized or otherwise made available to a third party the supplier is to be immediately informed.
  4. In the case of resale of the supplier’s delivery parts or of the item that results from processing or combination of these parts, the purchaser is to immediately render the amount charged the subsequent purchaser to the supplier in compliance with § 354a of the German Commercial Code. This amount will correspond to the as yet unpaid invoice amount plus any interest accrued and the supplier’s expenses for the delivery part. The purchaser may collect Stand 01.06.2006 on outstanding charges as long as he duly fulfils his obligations to the supplier. If the value of the reserved goods together with other securities granted to the supplier exceeds the outstanding money owed by the purchaser by more than 20 %, the supplier is required to grant approval if requested by the purchaser.
  5. If the purchaser does not pay on time the supplier has the right to withdraw from the contract after a reasonable set time period. After withdrawing the purchaser is obligated to return any delivered goods.

IX. Liability for defective delivery items

For defective delivery the supplier is liable to the following clauses to the exclusion of any other claims:

  1. Defective parts are to be repaired or re-delivered according to the fair judgement of the supplier. If the supplier chooses to repair defective parts, these are to be sent to the supplier's offices Repair of defective parts will not be carried out at the location where they are being used. If the repair is not successful or the parts are not re-delivered the purchaser has the right to reduce the purchase price by a reasonable amount or, if the defective item is not a construction service, to withdraw from the contract at his discretion. The discovery of a defect is to be immediately communicated to the supplier. Replaced parts become the property of the supplier.
  2. The purchaser's right to assert claims due to defects is prescribed to one year beginning with the legally defined beginning of the year as long as §§ 438 par.1 No.2 or 634a par.1 No.2 of the German Civil Code are not applicable and the defects are unintentional.
  3. There is no liability for damages that result from the following: Unsuitable or improper use, incorrect assembly or operation by the purchaser or a third party, natural wear, staining, incorrect or negligent handling – especially excessive strain – unsuitable operating fluids or cleaning agents, replacement materials, chemical, electro-chemical or electric influences, provided the supplier bears no responsibility.
  4. The purchaser is required according to fair judgement to grant the supplier a reasonable amount of time for the completion of all apparently necessary repairs and replacement deliveries.
  5. The supplier is not liable for defects that involve the construction method determined by the purchaser or material delivered by the purchaser.
  6. The liability for defects is not extended by repair or re-delivery. A new guarantee period in accordance with VIII. 2. Does not begin.
  7. Other claims by the purchaser, in particular claims to damage compensation, which did not result from the delivery item are not valid.
  8. There is no guarantee for changes made or operations performed by the purchaser or a third party in an improper manner or without previous authorization by the supplier. There is also no guarantee for natural wear and tear or improper use.
  9. The supplier is not liable for consultation and suggestions not directly associated with a delivery and that are not defined as binding. This is also the case for operation or maintenance instructions that are not defined as binding.
  10. The guarantee is not limited by the above clauses if conditions are involved in which the supplier or a legal representative or auxiliary person of the supplier can be imputed with wilful or intentional negligence, there is liability for the body, health or life of a person, or § 478 par.4 of the German Civil Code is violated.

X. Supplier‘s right to withdraw from contract

If the purchaser is found to be in a poor financial situation (for example in judicial composition proceedings, execution measures) and if the supplier learns of this after the contract has been closed or after the closing of the contract a significant decline in the purchaser’s financial situation becomes known and the supplier's claims from the supply contract are put at risk, the supplier has the right to withdraw from the contract without any obligation to redress while maintaining his claims from the partial delivery completed, should the purchaser not provide sufficient security within a reasonable period of time determined by the supplier. The delivery period is extended by the length of time of this right to withhold deliveries is being exercised.

XI. Place of fulfilment and jurisdiction

  1. Place of fulfilment for the deliveries and services to be provided by the supplier and place of fulfilment for all financial transactions are the supplier's head offices.
  2. For all disputes that result from contractual relationships the complaint is to be lodged at the court presiding over the location of the supplier's head offices, if the purchaser is a merchant, public entity or a public separate estate. The supplier also has the right to lodge a legal complaint at the purchaser's head offices.
  3. For relations to non-merchants the preceding is also valid if after closing the contract the purchaser transfers his domicile or place of residence to a location outside the jurisdictional limits of the civil code or at the time of the legal enforcement his domicile or place of residence is not known.
  4. If there are doubts as to the interpretation of the general export delivery conditions, the German language version has precedence.

XII. Data storage

The purchaser accepts our data safety regulations.

09.2018