General Terms and Conditions of Business and Delivery of
USTOMED INSTRUMENTE Ulrich Storz GmbH & Co. KG
I. Scope of application, general stipulations
1. Our general terms and conditions of business and delivery shall only apply to enterprises within the meaning of Section 14 of the German Civil Code (BGB) and to legal entities under public law. They do not apply to consumers within the meaning of § 13 BGB.
2. Our offers, deliveries and other services are solely based on these general terms and conditions of business and delivery. Conditions of the customer contrary to these general terms and conditions of business and delivery or not included therein shall not apply, unless we expressly acknowledge them, even if we provide deliveries or services to the customer without reservation in the knowledge of such terms and conditions.
3. These general terms and conditions of business and delivery apply to all current and future delivery contracts, without any need of express reference thereto in each individual case.
4. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall apply insofar as they are not directly amended or expressly excluded in these general terms and conditions.
II. Offers and conclusion of contract
1. Our offers are subject to change without notice. The product descriptions contained in our online store do not constitute binding offers, but are intended for the submission of a binding offer by the customer. The customer can submit the offer via the online order form integrated in our online store. After placing goods in the shopping cart and going through the ordering process, the customer submits a legally binding contractual offer in relation to the goods contained in the shopping cart by clicking the order button. The customer can also submit an offer by other means, for example by e-mail, fax, online contact form or by post. We can accept orders or commissions within 10 days of receipt, unless a specific acceptance period has been expressly stated. Acceptance can also be made within this period by requesting payment or by unconditional delivery of the ordered goods.
2. When ordering alcoholic beverages, the customer confirms that he/she is of legal age when placing the order. The sale of spirits to minors is prohibited by law. When delivering spirits or other items that are subject to legal sales restrictions, the goods will only be handed over to recipients who meet the legal requirements. We reserve the right to check the age of the recipient by presenting an identity card or passport when the order is placed and when the goods are handed over by the deliverer.
3. The illustrations, drawings and product specifications included in our online store, our brochures, advertisements and other offer documents are only close approximations unless the specifications given therein have been expressly confirmed as binding; in any case they shall not constitute guarantee declarations. Modifications customary in the trade that have been made due to legal provisions, continuous product development or product improvement, as well as the replacement of components by parts of equivalent value are permissible, unless they affect the usability for the contractually agreed purpose.
4. We reserve rights of ownership and copyrights, as well as other intellectual property rights to illustrations, drawings, calculations, catalogues, price lists and similar information, whether tangible or intangible – also including electronic forms – belonging to the orders. Reproduction and/or disclosure to third parties, in particular competitors, without our express written consent is not permitted.
III. Prices and payment
1. Our prices are net prices in euros (EUR) and apply ex works. Unless explicitly agreed otherwise, statutory VAT and any duties are not included and will be stated separately. If the goods are shipped, the customer shall bear the packaging, delivery and shipping costs, including any transport insurance requested by the customer, unless expressly agreed otherwise.
2. Various options for payment are available to the customer (currently in particular: credit card, SEPA direct debit, PayPal, Klarna or bank transfer after invoice). Unless otherwise agreed, our invoices are due for payment in full 14 days after the invoice date and delivery or acceptance of the goods. However, we reserve the right, particularly in the case of new customers and custom-made products, to execute orders only against advance payment.
3. Any offsetting or retention of payment is only permissible under the provision that the legal claims of the customer are recognized by us, uncontested, or established by a court of law. In the event of defects in the delivery, the customer's counter-rights, in particular section VII. 2. of these general terms and conditions, shall remain unaffected.
4. In the event of late payments we will charge interest in arrears without further reminder to the amount of 9 percent above the relevant base interest rate in accordance with section 247 subsection 1 of the German Civil Code (BGB). This shall not affect the right to claim further damages. Notwithstanding provisions to the contrary by the customer, payments shall first be credited against the oldest debt of the customer. In the event that costs and interest have accrued the payment shall first of all be credited against the costs, then against interest, and finally against the primary obligation.
5. In case reasonable doubts in the solvency of the customer arise after the acceptance of orders or if the customer is in default of payment, we shall be entitled to require the customer to provide a security prior to the delivery or the performance of the service. If the customer fails to meet this request within a period of two weeks after notification, or the debt is not paid, we shall be entitled to withdraw from the contract. In the event of withdrawal, we shall have the right to claim liquidated damages to the amount of 20 percent of the order total as a compensation. The customer has the right to submit proof that no, or minimal, damage has occurred. This shall not affect the right to claim further damages, or rights from section 321 of the German Civil Code (BGB).
IV. Delivery and transfer of risk, partial deliveries
1. Delivery shall be ex works (from our business premises in 78532 Tuttlingen), which is also the place of performance for the delivery and any subsequent performance. At the customer's request, the goods will be shipped to another destination. Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.
2. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of shipment of goods, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the day of notification of readiness for shipment.
3. Unless expressly agreed otherwise, we are not obliged to insure the delivery against insurable risks from the time of transfer of risk.
4. Partial deliveries are permitted insofar as they are reasonable for the customer.
V. Delivery periods and delivery dates
1. Delivery periods/dates are valid only if confirmed by us in text form. Delivery periods/dates are non-binding unless expressly agreed otherwise between the contracting parties.
2. The delivery period shall be extended by the period in which the customer is in arrears with an agreed payment. Delivery periods shall also be extended to a reasonable extent if the customer does not fulfill his contractual obligations and duties (e.g. procurement of necessary documents, approval of any execution documents) in good time. If the customer causes the contract to be amended so that the original delivery deadline cannot be met, the delivery deadline shall also be extended to a reasonable extent.
3. The delivery period shall be extended appropriately - even within a delay - in the event of delays due to circumstances for which we are not responsible, in particular in the event of force majeure (in particular natural disasters, epidemics, pandemics, war, terrorism, sovereign interventions) as well as incorrect or late delivery by suppliers and in the event of measures in the context of labor disputes, insofar as such obstacles can be proven to have an influence on the provision of the service owed. The same applies if these circumstances occur with preliminary suppliers. We shall communicate both the beginning and end of such impediments as soon as possible. If the impediment lasts for more than three months or it is certain that it will last longer than three months, both parties shall have the right to withdraw from the contract.
4. The delivery date shall always be deemed kept if the delivery item has left the factory before its expiry or readiness for dispatch has been communicated.
5. In case of default of the delivery the customer shall grant us an appropriate extension of at least two weeks in writing.
VI. Retention of title and other securities
1. We reserve the title to the contractual item until the agreed purchase price has been paid in full including all accessory claims.
2. The customer is obliged to treat the reserved goods with care. The customer shall have the right to process and sell the reserved goods in accordance with standard business practices of the industry; he may however neither pledge nor transfer ownership of the reserved goods as security.
3. With the conclusion of this contract the customer shall transfer the rights from the resale, or the further processing, or any other legal grounds as regards the reserved goods including the accepted balance from a current account agreement to us. We hereby accept this assignment. The customer shall be authorized to collect receivables assigned to us in his own name. The direct debit mandate may only be revoked in the event that customer does not fulfil his payment obligations as stipulated. This transfer of receivables is intended to secure all claims, including future ones, from the business relationship with the customer.
4. We agree to release the securities to which we are entitled insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%. We shall be at liberty to choose the securities to be released.
5. In the event that insolvency or out-of-court settlement proceedings are opened, the rights of the customer to resell or use the reserved goods, as well as the authorization to collect transferred receivables, shall expire. This agreement does not affect the legal rights of a liquidator, including those of a preliminary liquidator.
VII. Duty of scrutiny of the customer, notification of defects, warranty
1. The customer undertakes to notify us of defects of the contractual item – except for hidden defects – within 7 days after discovery in writing, or else the contractual items shall be deemed approved. Hidden defects must be notified without delay, at the latest within 7 days, in writing after their discovery, or else the contractual items shall be deemed approved as regards these defects, at the latest however 12 months after transfer of risk. The obligations of the customer from section 377 of the German Commercial Code (HGB) shall not be affected by this regulation. Negotiations about a complaint do not constitute a waiver of the defense of a late, insufficient or unjustified notification of defects.
2. Insofar as the contractual item has a defect for which we are responsible we shall have the right to either remedy the defect (subsequent improvement) or deliver an item free of defects (replacement), in each case subject to subsection 3 below. In case we are not willing or able to remedy the defect or replace the defective item, or if subsequent improvement or replacement are delayed beyond reasonable deadlines for reasons for which we are responsible, or if they fail in other ways, the customer shall, if other attempts at supplementary performance are not acceptable to the customer, be free to either withdraw from the contract or reduce the purchase price. For an insignificant defect the customer may however only withdraw from the contract with our consent.
3. Rights from material defects arise exclusively on condition that the contractual item has a material defect at the transfer of risk. Excluded from the liability for defects shall be rights due to poor or unprofessional storage, use, faulty assembly or use of the contractual item, natural wear and tear, or inappropriate conditions of use etc.
4. The limitation period for material defects claims shall on principle be one year from the transfer of risk.
5. In the event that the examination of a notice of defects reveals that there is no defect or the customer is responsible for the defect we are entitled to charge the customer with the costs incurred in the examination or removal of the defect, if any.
6. We shall only be liable for damages due to the defectiveness of the contractual item subject to the limits laid down in clause IX.
VIII. Revocation, return
1. The customer has no statutory right of revocation.
2. In the event of returns by the customer which are not due to defects in the product, we shall decide on a case-by-case basis whether we will take the products back. This depends largely on the product ordered and its condition. If we decide to take back a product, we are entitled to charge the customer a lump sum of 5% of the purchase price for the returned product for the necessary inspection measures and repackaging. Should we decide against taking back the goods in individual cases, we shall inform the customer accordingly. At the customer's request and expense, the products will then be reshipped to the customer after receipt of payment.
IX. Liability
1. We shall be liable in accordance with the statutory provisions
- - in the event of intent or gross negligence,
- - for injury to life, limb or health,
- - in accordance with the provisions of the German Product Liability Act (ProdHaftG) and
- - to the extent of a guarantee assumed by us.
In the event of a slightly negligent breach of an essential contractual obligation (major obligation), i.e. an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely, our obligation to pay compensation shall be limited to the amount of foreseeable damage typical for the contract.
In all other cases of liability claims for damages due to the breach of an obligation from the contractual obligation, or due to unlawful acts, shall be excluded, to the effect that we are not liable for lost profits or other financial damages of the customer.
2. Insofar as our liability is excluded or limited in accordance with the aforementioned provisions, this shall also apply to the personal liability of our workers, employees, staff, representatives and vicarious agents.
X. Applicable law, jurisdiction, severability clause
1. All legal provisions between us and the customer shall be governed by the law of the Federal Republic of Germany. The application of the provisions on the international sale of goods (CISG, UN Sales Convention) shall be excluded.
2. The place of jurisdiction for all rights and obligations of the contractual parties from business transactions of any kind shall be D-78532 Tuttlingen (Federal Republic of Germany). We shall however also be at liberty to open court proceedings against the customer at the customer´s general place of jurisdiction.
3. If individual or several of the above provisions are, or will be held, void or impracticable the remaining provisions shall nevertheless continue in full force. In this case the invalid or impracticable provision shall be replaced by a valid and enforceable provision that comes closest to what the parties intended with the ineffective or unenforceable provision both in terms of meaning and purpose. The same shall apply to contractual loopholes.
April 2025