Section 1 Scope of agreement
(1) These terms and conditions are incorporated into every Contract entered into between SFM Hospital Products GmbH, Alexander-Meißner-Str. 14, 12526 Berlin (register of companies No.: HRB 64980) and our customers on the basis of any orders through our online shop www.sfm-shop.de (the „Webshop“) or with order-form. You can reach our customer service in Berlin from Monday to Friday, between 8 a.m. and 5 p.m. (local time) on +49(0)30-63 97 88 25.
(2) Any amendments or additions to this contract must be in writing. Standard business conditions of the customer do not apply, regardless of whether or not we expressly object to them in a particular case, except if expressly agreed upon in writing.
(3) According to these terms and conditions, customers are consumers and business customers as well. For the purpose of these terms and conditions a consumer is a natural person who enters into a contract for purposes which can be mainly attributed neither commercial nor his independent vocational activity (Sec. 13 of the German Civil Code), a business customer (whether an individual, company or partnership vested with legal capacity) is a customer who enters into the relevant contract in the conduct of its business or its self-employed professional activity (Sec. 14 (1) of the German Civil Code).
Section 2 Conclusion of contract
(1) Our offerings published in the Webshop are non-binding. If requested products are not available, the Webshop is not obliged to deliver. The presentation of products in the Webshop is only a request to the customer to submit a binding offer to the Webshop.
(2) By placing an order in the Webshop, which requires prior registration and acceptance of these terms and conditions, the customer makes a binding offer to purchase the relevant product. To order with the order-form no registration is required in the webshop.
(3) The registration in our system is free of any charge. For registration the customer has to complete the registration form on our website and accept the present terms and conditions. The customer is obliged to keep strictly confidential any passwords and other access information for online and offline content. There is no claim for registration. Legal entities or individual entrepreneurs over 18 years of age may register. The customer provides a copy of the trade register excerpt at our request. All information provided by the customer have to be true, complete, accurate and up to date. If any such information provided should be or become inaccurate the customer shall register any required change. The customer is entitled to delete the registration.
(4) We will send to the customer by e-mail a confirmation of receipt of the order, which shall not constitute an acceptance of the order. The receipt is intended for information purposes only. The order shall be deemed to be accepted by us either upon subsequent (e-mail) acceptance of the order or by dispatching the product. The sales contract with the customer shall not become effective until our acceptance. With the shipping confirmation we will send the text of the contract and the terms and conditions. For order with order-form the written order confirmation is the effective acceptance of the sale contract.
(5) The minimum order quantity for each product is one packaging unit. The amount of pieces of one packaging unit is indicated at the product description in the Webshop. If the customer orders an individual order we deliver the smallest packaging unit.
Section 3 Prices and payment
(1) All prices are in Euro. Our prices in the Webshop are given with included statutory VAT (after registration with VAT-ID number the prices will be given without statutory VAT) and do not include additional costs of payment, bank charges and shipping costs. Costs of payment, bank charges and shipping costs shall be borne by the customer. The amount of shipping costs will be displayed at the product description. Any customs duties and similar public charges shall be borne by the customer.
(2) We will send to the customer by e-mail, fax or via postal service a confirmation of receipt of the order, or an order confirmation in case of order with order-form, which contains a list of ordered products, the price and our bank details.
(3) Unless expressly otherwise agreed by us, all shipments by us shall require advance payment (to be made in the manner specified in our order form) / cash by delivery or shall be paid by the online payment service PayPall. The invoice will be sent by e-mail and may be included in our notice of acceptance. In the event that we have agreed to payment after delivery, our invoices shall be due and payable by the customer within 10 business days, for orders with order-form within 30 days upon receipt of the product and the invoice. Our invoices are due for payment without any discounts, unless this has been specifically agreed with the customer..
(4) If a transaction has to be reversed, the bank charges shall be borne by the customer, unless the fault is on our own.
Section 4 Dispatch of the product
(1) We shall dispatch the product immediately after receiving the payment in case of advance payment / cash by delivery or payment via online service Paypal.
Date of dispatch is the date on which the product is handed over by us to the carrier. Any such time period relevant to determine the date of dispatch shall begin (a) if advance payment has been agreed, upon receipt by us of the full purchase price (including VAT and shipping costs) or (b) if payment by the online service Paypal has been agreed, upon the conclusion of the sales contract or (c) immediately by receiving the order in case of payment with delivery by invoice / cash by delivery or (d) immediately by sending the order confirmation in case of ordering with order-form.
(2) We will keep the product in stock during a period of seven business days following our acceptance of the order. Unless payment is received by us within such period, we shall to be free to otherwise sell the product. In such a case, we shall dispatch the product during one or two business days only as long as sufficient quantity of the product is in stock. Otherwise, a period of two weeks as from the receipt of payment shall be deemed to be agreed upon for the dispatch of the product.
(3) We shall only be obliged to properly and timely deliver the product to the carrier; though we give our best to keep sufficient quantity of the products, we cannot exclude that any products are unpredictable out of stock; any transit times or dates specified in the webshop or dates of delivery shall only be non-binding estimates.
(4) In the event that the product is no longer available, or cannot be timely delivered, for any reasons, we shall be entitled to set an appropriate extension period to deliver the products. Otherwise, the customer shall not be entitled to terminate the contract.
(5) Partial deliveries of products included in the same order shall be permitted, provided that the products can be used separately and insofar as partial deliveries are reasonable for the customer.
Section 5 Passing of the risk
The risk of accidental destruction, damage or loss of the delivered product shall pass to the customer upon delivery of the product by us to the carrier.
Section 6 Retention of title and resale
(1) We retain legal title to any product supplied by us until the purchase price (including VAT and shipping costs) for such product has been fully paid. We keep ownership of delivered products until the entire payment. If the customer is in default with more than ten business days of the overall payment, we shall be entitled to terminate the sales contract and to reclaim the delivered products.
(2) The customer shall be entitled to resell the products delivered by us which are under retention of title, except with our prior written consent. The customer hereby assigns to us any receivables arising from any resale in an amount not exceeding the purchase price payable for the product by the customer to us. Regardless of the assignment and our right to collect, the customer will be entitled to collect any receivables so assigned to us in the ordinary course of its business as long as the purchaser meets its obligations to us. In case of a delay of payment by the customer as well as in case of cessation of payment and/or business and in cases of application of insolvency proceedings, we shall be entitled to revoke the authority of the customer to collect claims. We undertake to release securities to which we are entitled on request of the customer to the extent and at our option, insofar the value of the realizable exploitation exceeds by more than 10 % the claims to be secured.
Section 7 Warranty
(1) In the event of a defect of the delivered product, the customer shall be entitled to request from us to repair the defect or to supply another product (as ordered) which is free from defects; provided, however, that we shall have the right to choose between any such remedies at our discretion. If the remedy (supplementary performance) fails or cannot reasonably expected from the customer or we refuse to so remedy the defect, the customer shall be entitled to terminate the sales contract or to reduce the purchase price, in each case in accordance with applicable law; provided, however, damage claims of the customer shall be subject to the provisions contained in Section 8 of these terms and conditions.
(2) The customer's compliance with his obligation of inspection, notification and rejection in accordance with section 377 of the German commercial code (HGB) shall form the prerequisite for our liability for defects. The product is regarded as in consideration of the defect in question, if (a) you do not inform in five business days after delivery of obvious defects or (b) you do not inform in five business days after detecting the defect.
(3) The warranty period shall be twelve months upon delivery of the product, except from claims with respect to personal injury.
Section 8 Liability
(1) We shall be held liable in cases of wilful misconduct or gross negligence. Damages or losses based on simple negligence can only exist where a cardinal duty has been violated, that is an duty whose fulfillment is a prerequisite for enabling the proper fulfillment of the contract and in which the customer may normally trust or whose violation curtails such customer rights whose provision is the very object of this contract in its content and purpose. We shall be not liable (on whatever legal grounds) for damages or losses which may not reasonable be foreseen, considering the type of the relevant order and product and assuming a normal use of the product.
(2) The provisions of Section 8 shall not apply with respect to our liability for guaranteed product specifications (within the meaning of Sec. 444 of the German civil code), to claims for damages based on the intentional or negligent injury of life, body and health or to claims under the German Product Liability Act.
(3) We do not guarantee a permanent data communication and permanent internet access to our Webshop. Our liability shall be excluded for damages or losses resulting out of (i) a breakdown of data communication, (ii) a loss of data if their recovery is not possible or impended due a failure to perform appropriate data back-up procedures.
Section 9 Data protection
(1) If you accept these terms and conditions, we may save and process any data relating to the customer, to the extent necessary for the purpose of the execution and implementation of the sales contract and as long as we are required to keep such data in accordance with applicable law.
(2) We shall not make available any personal data of the customer to other third parties without the express consent of the customer, except to the extent that we are required to disclose any data pursuant to applicable law and for the purpose of the execution and implementation of the sales contract, e.g. a transport service. We shall not be permitted to collect, submit to any third party or otherwise process personal data of the customer for any other purpose than those set forth in this section 9.
(3) If the customer does not grant these permission relating to the data, a proper execution and implementation of the sales contract is not possible. If the customer revokes this permission after having concluded the contract, we shall be entitled to terminate the contract.
Section 10 Prohibition of assignments and pledges
The assignment or pledge of claims against us to third parties is prohibited without our consent unless the customer has a legitimate interest in the assignment or pledge evidence.
Section 11 Right of set-off or retention
The customer shall have no right of set-off or retention, except to the extent that the counterclaim has not been disputed by us or been determined by a final and binding decision.
Section 12 Severability clause, applicable law and competent courts
(1) Any contracts entered in between us and the customer shall be governed by the laws of the Federal Republic of Germany under exclusion of the UN Convention of the International Sale of Goods (CISG), without prejudice to any mandatory conflict of law provisions.
(2) Place of performance for all deliveries and services of the Webshop and for all liabilities to pay of the contracting partner is Berlin. The courts in Berlin shall have exclusive jurisdiction in respect of all disputes arising out of or in connection with the relevant contract. In all other cases, we or the customer may file suit before any court of competent jurisdiction under applicable law.
(3) If any provision of the contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force and the deleted provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.