Conditions of sales, delivery and payment

I. General

1. All our contracts are based on the following terms. By placing the order, the contractual partner acknowledges our terms.
2. We hereby do not acknowledge any conflicting terms or conditions. They shall only apply if agreed in writing. Terms and conditions of the contractual partner shall also not become part of the contract if we do not expressly refute them and we render the delivery/performance liable under the contract.
3. Our terms and conditions shall also apply to all future business with the contractual partner.

II. Conclusion of contract, subject terms of contract

1. A contract shall not come about until we have confirmed the order in writing or executed the agreed performances. However, we shall be obliged to communicate any rejection of the purchase order immediately in writing.
2. Our offers are without obligation. The contractual partner shall be bound by his offer for a maximum period of one month.
3. All agreements made upon conclusion of a contract must be laid down in writing; no agreements other than those laid down have been made. The requirement for written form is also agreed to apply for subsidiary agreements, undertakings and subsequent alterations and amendments, including cancellation of the contract.

III. Prices and payment

1. The prices are considered to be the value of the goods or services, excluding any discounts and other rebates plus loading, packaging, freight and any insurance to be contracted only by special agreement and plus value-added tax at the statutory rate.
2. Interest on arrears will be charged at 5 % per year -respectively at 8 % per year for legal transactions not involving consumers - above the applicable base rate published in the Bundesanzeiger. In supplement to the statutory regulations, we shall be entitled to levy a higher rate of interest, if we furnish evidence for a higher burden, unless the contractual partner furnishes evidence that no default interest loss occurred or that only substantially lower default interest loss occurred.
3. Payment instructions, cheques and bills of exchange will only be accepted on account of performance after all discount and collection charges have been paid.
4. The contractual partner may only set our claims off against counter-claims that are undisputed, approved or determined with legal effect.
5. The right of retention may likewise only be exercised in the case of counter-claims that are undisputed, approved or determined with legal effect and only if it is based on the same contractual relationship.

IV. Delivery and delay in delivery

1. Commencement of the delivery period we have indicated presupposes that all technical issues have been clarified. A condition for the compliance with our delivery obligation is the contractual partner's duly compliance with his obligations.
2. Timely and correct delivery to ourselves shall be reserved.
3. Delivery dates or delivery periods which may be agreed as binding or non-binding must be indicated as such in writing. Delivery periods shall commence upon conclusion of the contract. If subsequent alterations to the contract are agreed, a new delivery date or a delivery period shall be agreed where necessary.
4. The delivery period shall be deemed observed if the delivery item has left our premises by the time the period expires.
5. The contractual partner may demand delivery within reasonable period from us in writing 6 weeks after we have exceeded a non-binding delivery date or a non-binding delivery period. Only by such demand we are put in default. This shall not apply if the additional period of time is unreasonably long. Then the reasonably long additional period of time shall be valid.
6. If our default is the result of slight negligence, we shall not be liable to pay compensation unless liability is founded on fatal injury, physical harm or damage to health.
7. In the case of slight negligence our secondary liability shall be limited to the foreseeable losses that typically occur.
8. In the event of force majeure, riot, strike, lockout and interruptions to operation not caused by us, the dates and periods of time set out in items 1 and 2 shall be extended by the duration of disruptions to performance by these circumstances and an additional, reasonable start-up period shall be granted.

V. Passing of risk, delivery, inspection, duty of notification

1. Upon delivery of the goods the risk shall pass to the shipping agent and upon leaving our premises to the customer. In any case we shall be only committed to effect insurances on special written request of the contractual partner, to the extent stated in this request and at the expense of the customer.
2. The contractual partner shall be obliged to inspect the goods for defects - including in the event of resale - and to notify any defects in writing immediately and within no more than 10 working days.

VI. Warranty

1. In supplement to the statutory provisions on improvement, in the case of not only minor defects in quality and in title we shall be entitled to make improvements 2 times. Should the nature of the item or of the defect or the other circumstances indicate that the improvement has not yet failed and this is acceptable to the contractual partner, we shall be entitled to make further improvements.
2. If the improvement has failed, the contractual partner shall be entitled to reduce the purchase price or withdraw from the contract at his discretion and to assert his right to compensation within the scope of statutory provisions.
3. The limitation period shall be 12 months.
4. In the event that used items are sold, the limitation period shall also be 12 months.

VII. Exclusion of compensation, limitation of liability

1. If our obligation to pay compensation is based on only minor breach of substantial obligations under the contract, our liability to pay compensation and that of our statutory representatives or vicarious agents shall be limited to the foreseeable loss in typical contracts.
2. If our obligation to pay compensation is based on only minor breach of non-substantial secondary obligations, we shall not be liable to pay compensation. This shall also apply to our statutory representatives or vicarious agents.
3. In all cases of liability to pay compensation on the basis of a negligent breach of duty, irrespective of the legal grounds, our liability shall be limited to compensation for the loss which we are able to foresee.
4. Our liability to pay compensation and that of our statutory representatives or vicarious agents is excluded in the alternative if we are charged with a slightly negligent breach of a contractual obligation which is not sufficient in nature or consequence to endanger the purpose of the contract.
5. If action is taken against us for compensation under manufacturer's liability according to § 823 BGB (claim founded in tort), our liability above and beyond these provisions shall be limited to the damages paid by our liability insurer. The sum insured is that typical for the loss, contract or article. If the insurance policy does not arise in full or at all, our liability shall continue to be limited to the amount of the sum insured. If the sum insured is not that typical for the loss, contract or article, our liability in such cases shall be limited to the loss amount typical for the loss, contract or article.
6. The foregoing provisions, items VII 1 - 5, shall not apply in the event of fatal injury, physical harm or damage to health or in the event of claims under product liability laws.

VIII. Reservation of title

1. In all cases we reserve title to the delivery item until all payments arising from the underlying supply contract are received.
2. Furthermore we reserve title to the delivered items until such time as all claims arising from the business relationship, including future claims, are met. The contractual partner shall be bound in all cases to store the delivery items free of charge with the diligence of a prudent businessman.
3. The reserved goods may not under any circumstances be pledged or assigned by way of security. We must be immediately informed in the event of attachments, confiscation or any other disposition by third parties and must be given the documents required to object.
4. Furthermore the contractual partner shall be entitled to process and to sell the delivery item within the ordinary course of business provided that he is not in default. Already upon conclusion of the sales contract he herewith assigns to us, to the amount of the invoiced value of the reserved goods delivered, the claims accruing to him against his customers from the sales or any other legal grounds.
5. In the event of cessation of payment, petition or commencement of an insolvency proceeding or in the event of a protest of a bill of exchange or a cheque the purchaser's right to sell the goods under reservation of title and his authorization to claim assigned account receivable shall end. In such cases the contractual partner shall be obliged to immediately render account to us about the goods subject to reservation of title and any assignments of claims.
6. We shall continue to reserve title even if our claims are partly included in outstanding accounts and the balance is struck and accepted unless the balance is cleared.
7. After demand of payment in accordance with the events set forth under item 5 and if the contractual partner is in arrears with a major share of his payments, we shall be entitled to take back our items subject to reservation of title. This shall not be considered a cancellation just like any attachment made by us. The contractual partner shall be obliged to return the goods under reservation of title. Any right of retention shall be excluded.
8. Sums which the contractual partner collects on assigned claims shall be managed separately until transferred to us in order to exclude netting and/or set-off against bank accounts held on the debits side.
9. Processing or alteration of a delivery item by the contractual partner shall always be carried out for us. If the delivery item shall be processed with other items, not belonging to us, we shall acquire co-ownership of the new item in relationship of the value of the item of sale against the other processed items at the time of processing. Otherwise, for the items created by processing the same shall apply as to the item delivered subject to reservation of title.
10. If the delivery item shall be mixed inseparably with other items not belonging to us, we shall acquire co-ownership of the new item a ratio of the value of the item of sale against the other mixed items at the time of mixing. If mixing is done by way of that the matter of the contractual partner shall be deemed the principle thing, it shall be agreed that the ordering party shall assign co-ownership to us on a pro rata basis. The contractual partner shall store the sole property or the co-owned item for us, which was created in this way.

IX. Data protection statement

1. The bredent group takes the protection of personal data very seriously. We would like you to know which data we store and when, and how we use this data. As a company under private law, we are subject to the provisions of the German Data Protection Act (Bundesdatenschutzgesetz - BDSG) and the German Interstate Media Services Agreement (Mediendienstestaatsvertrag - MdStV). We have adopted technical and organisational measures to ensure these data protection provisions are adhered to by both us and any third-party service providers.
   
   
2. Personal data
   Personal data is information which could be used to reveal your identity. It includes information like your formal name, address, postal address, and telephone number. It does not include information not directly linked to your actual identity (such as favourite websites or the number of people using a site).
   
   You can always visit our websites without revealing your identity. If you register, order a product, or send us a message, we ask for your name and other personal information. You are free to choose whether to provide this data.
   
   We store your details on specially protected servers in Germany. Only a few specially authorised people have access, who work with the servers in a technical, commercial, or editorial capacity.
   
   In terms of your access to websites, certain security-related data is stored on our servers which might reveal your identity (e.g. IP address, date, time, and pages viewed). No data is assessed in a personal context. We reserve the right to conduct statistical assessments of anonymised sets of data.
   
   We store IP addresses for a period of 50 days. These are stored for data security reasons, in order to guarantee the stability and operational reliability of our system.
   
   
3. Use of data for order processing
   The bredent group, based at Weißenhorner Str. 2, 89250 Senden, Germany, can only accept orders if you provide us with the data requested on the order form or by our field service employees, namely your laboratory/practice, forename and surname, postal address, delivery address if different, email address, and telephone number. We need these details to process your order and conclude and fulfil the contract. We may also need them to reimburse you in the event of a complaint. We store and use these details for the purposes specified. This also includes passing them on to any service providers as required in order to process a given order, such as logistics companies like Deutsche Post DHL or banks.
   
   You can choose whether to provide your telephone number. If you do give us your telephone number, you thereby agree for us to contact you by telephone in the event of any problems and/or queries to do with the processing of individual orders. We do not use your telephone number for any other purpose.
   
   
4. Use of data for marketing purposes
   The data you provide for order processing purposes, particularly your forename, surname, and postal address, is also stored and used by us, in accordance with the provisions under data protection law, for our own marketing purposes, which means sending you information about our products through the post in the form of catalogues, etc. This also includes forwarding data to service providers required for such purposes, such as mailshot companies. Nothing is forwarded to third parties for marketing purposes. You can forbid us at any time to use your data for marketing purposes, as outlined in this section, in future.
   
   
5. Use of your email address
   We would also like to inform you about any interesting offers from the bredent group on similar items via email, free of charge, at the email address you provided with your order. If you do not wish to receive information via email in future, you can ask us to stop at any time by simply sending us a message. You could send this via email to: info@helbo.at / info-medical@bredent.com. If you ask us to stop, you will not incur any costs over and above the basic costs associated with transmitting your message.
   
   
6. D-e-c-l-a-r-a-t-i-o-n   o-f   c-o-n-s-e-n-t
   In order to find out about the latest offers from the bredent group both quickly and conveniently, in addition to the options set out under our data protection provisions, you hereby authorise us to use your email address to provide you, free of charge, with information via email about our latest offers. You can withdraw this consent at any time, free of charge, to stop us doing so in future.

X. Choice of law, jurisdiction

1. All contracts shall be subject to the laws of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
2. The place of performance for all mutual claims arising from the contractual relationship shall be Senden.
3. Our registered office shall be the place of jurisdiction for all claims resulting from the business relationship, including actions on cheques or bills of exchange, if the contractual partner is a fully qualified merchant. However, we shall also be entitled to sue the contractual partner at his place of jurisdiction.

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