1. Scope
Any business relation between ziterion GmbH (herein-after referred to as ziterion) and its customers shall be governed by these general terms of business in the respective version valid at the date of contract conclusion.
Contracts shall become effective exclusively on the basis of our general terms of business. Conditions of the customer contrary to our terms of business or differing from them shall not be accepted, unless an explicit written consent has been issued by ziterion.
2. Conclusion of Contracts
Sales shall only be effected in customary practice quantities. The description of ziterion's product range in catalogues and descriptions retrievable via the internet, do not represent offers in the sense of §§ 145 ff of the German Civil Code (BGB). The illustrations and descriptions contained in catalogues or retrievable in the internet do not represent guaranteed properties.
The customer may place the order either by fax using the ziterion order form or by phone, contacting the office of the ziterion GmbH directly or the ziterion sales representative in charge. Declaration of acceptance by ziterion to the customer will not be necessary. Delivery of the goods will be effected together with the original invoice and a delivery note.
In case of orders exceeding a goods value of 3,000 Euro, ziterion reserves the right to demand advance payment of the order value. The order will be handled upon receipt of payment. This shall also apply in case the sum of still unpaid invoices for orders already delivered will reach or exceed the total amount of 5,000 Euro when receiving a new order. Advance payment shall also be demanded from customers whose credits for sample deliveries reach, respectively exceed 30 % of the total invoice volume. Issuing a demand for advance payment shall be within ziterion's discretion if the individual case gives every reason to do so, especially in cases of overdue invoices having already entailed reminders when a new order is received.3. Dispatch and Delivery Charges
ziterion shall deliver the ordered goods to the address indicated by the customer in the order within five working days. In case of advance payment, delivery period starts with receipt of payment. ziterion is entitled to effect partial deliveries.
Delivery charges have to be borne by the customer and are indicated separately in our invoice. All risks and dangers of delivery shall pass to the customer as soon as the goods are handed over by ziterion to the delivery service put in charge.
4. Reservation of Proprietary Rights
Until full payment of all existing claims against the customer, the delivered goods shall remain the property of ziterion. The customer shall be entitled to resell the delivered goods in the ordinary course of business. Claims against third parties resulting from reselling, respectively their equivalent value shall take the place of the delivered goods.
In case the value of the transferred claims exceeds the goods value by more than 20 %, we shall release such excess claims.
5. Payment
ziterion shall only accept the modes of payment indicated to the customer when placing the order. Payment orders, cheques and bills are only accepted for the sake of performance. Payment shall not be considered as effected before cashing. The purchase price as well as possible order fees and/or delivery charges incurred shall be due within two weeks after receipt of the goods. If a customer who is a consumer fails to effect payment in due time, ziterion shall be entitled to claim default interest at the rate of 5 % above the respective base interest rate. In case no consumer is involved in the transaction, the interest rate shall amount to 8 % above the base interest rate. ziterion's right to prove a higher damage, as well as the customer's right to prove a lower damage, remains untouched by this. The customer shall only be entitled to set-off counterclaims in case and as far as his counterclaims are established by a final judgement, are uncontested or acknowledged by ziterion.
6. Revocation
The customer shall be entitled to revoke his professed intention according to the contract without giving any reasons within 2 weeks after receipt of the goods by registered letter or by sending the goods back to ziterion. The deadline shall begin upon receipt of this instruction at the earliest, but not before receipt of the goods. In order to meet the revocation deadline it is sufficient to send the revocation or the goods in time. The revocation must be in writing and has to be addressed to:
ziterion GmbH
Bahnhofstrasse 3
D - 97215 Uffenheim
or by e-mail
The customer shall bear the burden of proof for the dispatch of the returned goods. In case of an effective revocation, the customer shall be obliged to return the received goods. If the customer is not able to return the received goods completely or partially or if the customer is only able to return the received goods in a deteriorated condition, the customer shall be obliged to compensate the corresponding reduction in value to ziterion in the case of his revocation.
This shall particularly apply for the costs of renewed sterilization if the outer sterilization packaging has been unsealed. In case the customer has already effected payment of the purchase price, ziterion shall be entitled to deduct the reduction in value from the amount of repayment. In individual cases the reduction in value may correspond to the purchase price. The charges for returning goods shall be borne by the customer, unless the delivered goods or services do not correspond to the ordered ones. In case of an effective revocation, ziterion will then reimburse an already paid purchase price to the customer.
Return costs already paid by ziterion shall be deducted. In case of payments to foreign countries also the transfer fees will be deducted.
Until complete returning of the goods ziterion's right of retention shall apply. The right of revocation shall be excluded for contracts
a) concerning the supply of newspapers, journals and magazines
b) concerning the supply of videos or software, provided that the delivered data carriers have been unsealed by the customer
c) concerning the supply of goods, made according to the customer's specifications
d) concerning the supply of imported articles, marked correspondingly in the detailed view.
Furthermore § 312 d, section 4 of the German Civil Code (BGB) shall apply. In case revocation and return is excluded according to § 312 d, section 4 of the German Civil Code (BGB) and according to § 7 section 3 of our general terms of business, the customer shall bear the costs of a renewed dispatch to his address in case of return of the goods to ziterion.
7. Liability for Defects
During a warranty period of one year ziterion shall take responsibility for defects existing when transferring the goods to the customer according to the following rules: The customer will give notification of defects to ziterion in writing or by e-mail without delay by describing the defects in a report. In case of a defect within the responsibility of ziterion, ziterion shall send replacement. If ziterion fails to eliminate the defect or to send replacement, or in case elimination of the defect respectively replacement cannot be effected within an appropriate period of time, the customer shall be entitled to withdraw from the contract or to demand a reduction of the purchase price regardless of possible claims for compensation. The return address for implants, as well as for instruments is indicated in the delivery note.
8. Liability
ziterion shall be liable without limitation for damages caused by intentional acts or by acts of gross negligence, if defects are concealed fraudulently, in case properties have been guaranteed. Claims on the basis of the product liability law (Produkthaftungsgesetz) remain untouched. ziterion shall only be liable for other damages if a duty of special importance for contractual fulfilment has been breached (cardinal duty) and if the damages are typical and foreseeable due to the contractual application of the goods. In such a case, liability is limited to a value double the amount of the purchase price, paid according to this contract. Further liability, especially for damages not arisen at the goods themselves, for loss of profits or other damages to the customer's property is excluded, unless damages of body and health or loss of life are concerned.
9. Deviant Agreements
Deviant agreements must be in writing in order to become effective. This requirement of the written form cannot be cancelled verbally.
10. Contact
Business address:
ziterion GmbH
Bahnhofstrasse 3
97215 Uffenheim
Phone.: +49 9842 9369 - 0
Fax: +49 9842 9369 - 10
Managing director: Steffen Kahdemann
11. Final Clause
This contract is exclusively subject to the laws of the Federal Republic of Germany, together with the UN convention on the international purchase of movable assets. In case the customer is a merchant, Neustadt/Aisch shall be the exclusive place of jurisdiction for all claims connected to the business relation. If any of the terms is or shall become ineffective, the remaining parts shall remain effective. Ineffective terms shall be replaced by terms corresponding to the commercial purpose intended by the parties. In case of any uncertainties arising from the English wording of these General Terms of Business, the original German version shall be the legally binding one.
© ziterion GmbH