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General Terms and Conditions of Hipp Endoskop Service GmbH

1. Acceptance of Offers and Orders

Our offers are always subject to change. Verbal agreements (also by phone) and agreements with our representatives only become valid if they have been confirmed by us in writing. Deviations in the orders of the buyer against our terms of delivery and payment are binding for us only in the case of our prior consent in writing. We are explicitly entitled to subsequently correct any errors in offers and invoices in any case.

2. Delivery

All our information about delivery times is only approximate and non-binding. After expiry of the agreed call-off period, we may cancel delivery arrears, without prejudice to legal rights. In the event of a delay in the call-off of significant quantities, we may withdraw from the contract.

3. Calculation

If the Seller reduces or increases its prices in general during the period between the order confirmation and delivery, the new price valid on the day of delivery will be charged. In the event of an increase in the prices, the buyer is entitled to withdraw from the contract within a period of 1 week after the price increase  announcement. All agreed price are given without statutory VAT that is to be paid additionally.

4. Right Of Withdrawal

In unpredictable events, as well as in cases of force majeure, we are entitled to withdraw from the contract in whole or in part. In such cases claims for damages are excluded. We are also entitled to withdraw from the contract if the existing conditions change so that the execution of the contract is significantly impeded or severely complicated. The unpredictable events or force majeure means, in particular, mobilization, war, blockade, prohibition of export and import, fire, disruption of operations, lack of coal, raw materials, operating materials, etc.

5. Accepting of Goods

Complaints about design, quality, quantity and weight can only be taken into account if the proven failure is found in more than 5% of the delivered goods. Excess or short deliveries of up to 10% of the ordered quantities are permitted. Moreover, complaints should be reported to us by a written notification within 8 days after receipt of the consignment. If we recognise the complaint, we shall, at our discretion, either provide free replacement or refund the sales price paid; however, any further claims, in particular, for paid freight, wages, expenses and penalties for delay, will be rejected.

6. Packaging

If the order does not specify the packaging, we choose the packaging at our discretion.

7. Shipping

The goods are always transported to the place of destination, at the risk of the buyer. regardless of the transportation method and means of transport, Transport charges, if they do not apply to us in the case of freight-free FOB or CIF deliveries, shall be solely borne by the buyer - as far as they are not the sole responsibility of the seller due to statutory provisions. We are not obligated for timely transport or for full utilization of the loading capacity of the means of transport.

8. Payment

If no other terms of payment are agreed upon in writing at the time of conclusion of the business transaction, our invoices shall be payable within 10 days with a 2% discount or after 30 days net. International customers pay cash in advance, unless other terms of payment have been agreed in writing and/or orally with the company management. If we subsequently learn about the buyer’s poor creditworthiness of a buyer at night, we have the right to withdraw from the contract even after partial fulfilment, or to postpone our services until the sales price is paid or securities are provided for this. If the above-mentioned circumstances occur at the buyer or acceptor during the term of a cheque or bill of exchange, we will be entitled to return the cheque or bill of exchange at any time. In such cases, we are also entitled to demand immediate cash payment of our deferred receivables. Any seizure or other threat to our property right shall be immediately notified to us. A complaint - if justified - does not entitle the buyer to postpone payment or to change the terms of payment. If the payment period is exceeded, we are entitled to charge interest on the payment arrears. This interest will be minimum 3% of the invoice amount above the respective discount rate of the Deutsche Bundesbank (German Central Bank). In the event of a suspension of payment, a request for judicial or out-of-court settlement, judicial contractual assistance or a request for a delay or cancellation of debts, all claims and receivables to which we are entitled shall become due.

9. Retention Of Title

Until all obligations arising from the business relationship have been fully settled, including from other and future transactions of the buyer with us, the delivered goods shall remain our property. The buyer undertakes to treat the goods appropriately and with care for the entire duration of the Seller’s retention of title. The buyer may sell and process the goods within the scope of its normal business practice. In case of processing the goods by the buyer  into a new item, the buyer shall not receive any  right of ownership for the new item. The processed goods become our security only to the amount of the reserved goods’ value; they are considered as reserved goods within the meaning of these conditions. The Buyer’s claims and receivables from the resale of the reserved goods are presumed to be already assigned to us with all ancillary rights until the buyer’s complete payment of our claims from goods deliveries. This shall apply regardless of whether the reserved goods were sold processed or not processed and whether they were sold to one or several customers. The assigned claims and receivables shall be hold for us as securities, however only in the amount of the value of the respective sold reserved goods. If the buyer sells the reserved goods together with other goods which do not belong to us (processed or not processed), the assignment of the purchase price shall only apply to the amount of the reserved goods’ value, which are subject of this contract or part of the purchase object together with the other goods. The buyer is entitled to resell the reserved goods only in accordance with the above agreements concerning the assignment of the purchase price claims and receivables. The buyer is obliged to immediately notify us, if the goods or the respective receivables arising from their resale to a third party are pawned or seized. We undertake to release and transfer back the securities transferred to us according to the above conditions to the extent that their value exceeds the claims to be secured by 20%.

10. Warranty

All Hipp products are subject to the legal warranty of 2 years.

11. Place of performance and jurisdiction

For all rights and obligations arising from the business relationship with us, the place of performance and jurisdiction is Freiburg in Br., Germany (ZIP code 79098).

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