General Terms and Conditions

1.General provisions, scope

1.1These Terms and Conditions apply exclusively. Terms and conditions of customers that deviate from or conflict with these Terms and Conditions are not recognised by Hoenle Medical unless Hoenle Medical expressly agrees to their application in writing. The customer's terms and conditions do not apply, even if Hoenle Medical does not separately object to their application in an individual case. Even if Hoenle Medical refers to a letter that contains or refers to the customer's terms and conditions, this does not constitute consent to the application of those terms and conditions.

1.2No verbal side agreements have been made. All agreements made between Hoenle Medical and the customer must be in writing. Email is sufficient. This applies in particular also to legally relevant declarations and notices that the customer must submit to Hoenle Medical after conclusion of the contract, for example setting of deadlines, notices of defects, declaration of withdrawal or reduction.

1.3Customers within the meaning of these Terms and Conditions are both consumers and entrepreneurs.

2.Offer and conclusion of contract, reservation of changes

2.1Offers from Hoenle Medical are non-binding and subject to change unless they are expressly marked as binding or contain a specific acceptance period.

2.2Orders placed by the customer constitute binding orders. An order from the customer is deemed accepted only when Hoenle Medical has confirmed acceptance in writing or when the items to be delivered have been dispatched by Hoenle Medical. In the case of immediate delivery by Hoenle Medical, the written order confirmation may be replaced by the invoice from Hoenle Medical. Hoenle Medical may accept orders within four weeks of receipt.

2.3Information provided by Hoenle Medical about the subject of the service, for example weights, dimensions, utility values, load capacity, tolerances and technical data, as well as representations thereof, for example drawings and illustrations in offers and brochures, are only approximately authoritative, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics but descriptions or markings of the service.

Only the contractually agreed specifications are authoritative. Hoenle Medical may make changes to the execution of the order or the delivery items at any time, provided that these:

• are necessary to comply with statutory or official requirements, and
• do not significantly impair the properties and functions of the delivery items and are reasonable for the entrepreneur.

2.4Deviations in dimensions and weight within customary commercial tolerances and the relevant DIN standards are permissible. Hoenle Medical may make technical improvements in design, material and form, provided that these do not impair the usability in accordance with the order and are otherwise reasonable for the entrepreneur.

2.5Hoenle Medical is entitled to use subcontractors.

3.Delivery and performance time, partial performance

3.1Hoenle Medical is entitled to render partial performances, provided that these are reasonable for the entrepreneur. In the case of partial performances, Hoenle Medical may demand payments corresponding to the share of the partial performances in the order value. Hoenle Medical may demand that the entrepreneur accept a self-contained partial performance within the meaning of sentence 1.

3.2Delivery periods are met if, by the time they expire, the subject of the contract has left the plant or readiness for dispatch has been notified to the customer.

3.3Hoenle Medical is not liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract, for example operational disruptions of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortage of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver, to deliver correctly or to deliver on time, for which Hoenle Medical is not responsible.

In the case of temporary obstacles, the delivery or performance periods are extended, or the delivery or performance dates are postponed, by the period of the impediment plus a reasonable start-up period.

3.4If an agreed delivery time is exceeded without an obstacle to delivery pursuant to Section 3.3 above, the customer must grant Hoenle Medical a reasonable grace period of at least two weeks in writing.

If this grace period is also culpably not met by Hoenle Medical, the customer is entitled to withdraw from the contract, but not to assert claims for damages for non-performance or default, unless Hoenle Medical is liable in accordance with Section 9.

3.5Notwithstanding its rights arising from the customer's default, Hoenle Medical may demand from the customer an extension of delivery and performance periods or a postponement of delivery and performance dates by the period during which the customer fails to meet its contractual obligations towards Hoenle Medical.

3.6If the customer is a consumer and orders the goods electronically, Hoenle Medical will confirm receipt of the order without delay. The confirmation of receipt does not yet constitute a binding acceptance of the order. The confirmation of receipt may be combined with the declaration of acceptance.

3.7If the consumer orders the goods electronically, the text of the contract is stored by Hoenle Medical and sent to the customer on request together with the present Terms and Conditions by email.

4.Prices, terms of payment, default, set-off, right of retention

4.1The prices of Hoenle Medical are ex works, excluding installation and assembly, including the respective applicable statutory value-added tax, unless otherwise stated towards entrepreneurs.

Packaging costs and the costs of taking back packaging are charged separately. The same applies to postage and delivery costs. The respective current prices for packaging costs, postage and delivery costs apply.

4.2Hoenle Medical is entitled to demand payment by way of advance payment or direct debit by the customer. In all other cases, the remuneration due is payable without deduction within ten days of receipt of the invoice.

4.3The customer is only entitled to set-off if its counterclaim has been legally established, is undisputed or has been recognised by Hoenle Medical.

4.4The customer is only entitled to assert a right of retention if its counterclaim is based on the same contractual relationship.

5.Right of withdrawal and return

5.1The consumer has the right to withdraw from this contract.

If you wish to withdraw from the contract, you may use the form available on the page www.hoenlemedical.de.

5.2The right of withdrawal does not exist

• in the case of contracts for the supply of goods that are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive, or that are clearly tailored to the personal needs of the consumer, and
• in the case of contracts for the supply of goods if, after delivery, these were inseparably mixed with other goods due to their nature.

6.Retention of title

6.1If the customer is an entrepreneur, Hoenle Medical retains title to the delivered goods until all claims against the customer have been settled.

If the customer is a consumer, Hoenle Medical retains title to the delivered goods until full payment of the purchase price for these goods.

6.2If the customer is an entrepreneur, it is authorised to sell the goods, provided that a sale is carried out within the scope of its ordinary business at full market value.

It hereby assigns to Hoenle Medical all claims, including securities and ancillary rights, that it has or will have against its customers or third parties from or in connection with a resale of the goods, in the amount of the total invoiced final amount of the claims including VAT.

The same applies to other claims that take the place of the goods or otherwise arise with regard to the goods, such as insurance claims or claims from tort in the event of loss or destruction.

Hoenle Medical authorises the customer, revocably, to collect the claims assigned to Hoenle Medical in its own name.

Hoenle Medical may only revoke this collection authorisation in the event of realisation, i.e. in the case of withdrawal from the contract, payment arrears, non-payment and in the event of the customer's insolvency.

For such cases, the customer undertakes to notify Hoenle Medical of the assigned claims and the debtors concerned, to obtain all details necessary for collection, to hand over relevant documents and to inform the named debtors, i.e. third parties, of the assignment.

6.3If third parties access the goods, in particular by seizure, the customer will immediately point out Hoenle Medical's ownership and inform Hoenle Medical of this, in order to enable Hoenle Medical to enforce its ownership rights.

Insofar as the third party is not able to reimburse Hoenle Medical for the judicial or extrajudicial costs incurred in this connection, the customer is liable for these towards Hoenle Medical.

6.4If payments for goods are wholly or partly overdue, or if the customer becomes insolvent, the customer is not entitled to resell or relinquish possession of goods that are still owned by Hoenle Medical, even in the case of Section 6.2, as long as it has not made all payments it owes to Hoenle Medical in full.

6.5If Hoenle Medical withdraws from the contract in the event of conduct by the customer in breach of contract, in particular default in payment, i.e. in the event of realisation, Hoenle Medical is entitled to demand the return of the goods.

6.6Hoenle Medical undertakes to release the securities to which it is entitled at the customer's request insofar as their realisable value exceeds the claims to be secured by more than 30%.

Hoenle Medical reserves the right to choose the securities to be released.

7.Passing of risk, transport insurance

7.1Deliveries by Hoenle Medical to entrepreneurs are made ex works.

The risk passes to the entrepreneur when the subject of the contract is handed over to the person carrying out the transport, whereby the start of the loading process is decisive.

This also applies if partial deliveries are made or Hoenle Medical has undertaken other services, for example dispatch.

7.2In the case of dispatch to entrepreneurs, Hoenle Medical will, at the entrepreneur's request and expense, take out transport insurance. Transport damage must be reported to Hoenle Medical and to the delivering carrier in writing without delay.

7.3If the customer is a consumer, the risk of accidental loss and accidental deterioration of the sold item passes to the customer only upon handover of the item, even in the case of a sale by dispatch.

7.4If dispatch or handover is delayed as a result of a circumstance whose cause lies with the customer, the risk passes to the customer from the day on which the delivery item is ready for dispatch and Hoenle Medical has notified the customer of this.

7.5Storage costs after passing of risk are borne by the customer. In the case of storage by Hoenle Medical, the storage costs amount to 0.25% of the invoice amount of the delivery items to be stored per week elapsed.

The assertion and proof of higher or lower storage costs remain reserved.

8.Warranty

8.1In the case of defects in the delivered goods, the consumer is entitled to the statutory warranty rights.

8.2In commercial dealings with entrepreneurs, Sections 377, 378 of the German Commercial Code (HGB) apply.

The goods must be inspected carefully without delay after delivery to the customer or the third party designated by it.

They are deemed approved by the customer with regard to obvious defects or other defects that would have been recognisable in an immediate, careful inspection, if Hoenle Medical does not receive a written notice of defects within seven working days of delivery.

With regard to other defects, the goods are deemed approved by the customer if the notice of defects is not received by Hoenle Medical within seven working days of the time at which the defect became apparent.

If the defect was already obvious at an earlier time during normal use, this earlier time is, however, decisive for the start of the complaint period.

At Hoenle Medical's request, the goods must be returned carriage paid.

In the case of a justified notice of defects, Hoenle Medical reimburses the costs of the cheapest shipping route. This does not apply insofar as the costs increase because the goods are located at a place other than the place of intended use.

8.3In the case of material defects in the delivered items, Hoenle Medical is, at its choice to be made within a reasonable period, first obliged and entitled to rectify the defect or to replace the goods.

In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement of the goods, the customer may withdraw from the contract or reduce the purchase price appropriately.

8.4If a defect is based on the fault of Hoenle Medical, the customer may claim damages under the conditions set out in Section 9.

8.5In the case of defects in components of other manufacturers that Hoenle Medical cannot remedy for licensing or factual reasons, Hoenle Medical will, at its choice, assert warranty claims against the manufacturers and suppliers for the account of the customer or assign them to the customer.

Warranty claims against Hoenle Medical for such defects exist under the other conditions and in accordance with these General Terms of Delivery only if the judicial enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or, for example due to insolvency, is hopeless.

During the duration of the legal dispute, the limitation of the relevant warranty claims of the customer against Hoenle Medical is suspended.

8.6The warranty lapses if the customer changes the goods without the consent of Hoenle Medical or has them changed by third parties and this makes the rectification of defects impossible or unreasonably difficult.

In any case, the customer must bear the additional costs of rectifying defects arising from the change.

8.7The customer does not receive guarantees in the legal sense; manufacturer guarantees remain unaffected.

8.8If the customer is an entrepreneur, the period for asserting warranty rights is one (1) year from delivery, unless Dr. Hönle has fraudulently concealed the defect or there is a case of supplier recourse pursuant to Sections 478, 479 BGB.

9.Limitations of liability

9.1Hoenle Medical is liable without limitation for intent and gross negligence.

9.2Hoenle Medical is not liable in the case of simple negligence of its bodies, legal representatives, employees or other vicarious agents, unless it concerns a breach of essential contractual obligations.

Essential to the contract are the obligation to deliver and install the delivery item on time, its freedom from legal defects as well as from material defects that impair its functionality or usability more than only insignificantly, as well as advisory, protective and custodial duties that are intended to enable the customer to use the delivery item in accordance with the contract or to protect the life or limb of the customer's personnel or to protect its property from significant damage.

9.3Insofar as Hoenle Medical is liable in principle for damages pursuant to Section 9.2, this liability is limited to damage that Hoenle Medical foresaw at the conclusion of the contract as a possible consequence of a breach of contract or that it should have foreseen with the application of customary care.

Indirect damage and consequential damage that is the result of defects in the delivery item are, moreover, only compensable insofar as such damage is typically to be expected in the case of intended use of the delivery item.

9.4The limitations of this Section 9 do not apply to the liability of Hoenle Medical for guaranteed characteristics, for injury to life, body or health, or under the German Product Liability Act.

10.Installation and customer service for large devices

10.1Installation and customer service are carried out by Hoenle Medical or by authorised specialist companies arranged by Hoenle Medical.

10.2Before delivery of UV irradiation systems, the customer must ensure that the installation site is easily accessible and that the structural requirements are met.

These include in particular sufficient space, adequate ventilation, a floor suitable for castors and the weight of the UV device, sufficient load-bearing capacity of the floor, and the necessary electrical connections.

The installation site must also be sufficiently protected against moisture and brine and sufficiently shielded from the rest of the practice area against the usual operating noises of the device.

When connecting a computer remote control from the reception, the corresponding computer cable must already be laid before delivery.

10.3Difficulties in the delivery and installation of UV irradiation systems are charged to the customer separately, as are all costs that arise if, upon delivery on the day of the agreed installation date, the requirements mentioned under Section 10.2 are not met.

10.4Spare parts and repairs that lie outside the warranty, in particular the replacement of lamps, must be paid for separately by the customer.

11.Intellectual property rights

11.1Hoenle Medical warrants, in accordance with this Section 11, that the delivery item is free from industrial property rights or copyrights of third parties.

Each contracting party will notify the other contracting party in writing without delay if claims are asserted against it for the infringement of such rights.

11.2In the case of infringements of rights by products of other manufacturers delivered by Hoenle Medical, Hoenle Medical will, at its choice, assert its claims against the manufacturers and upstream suppliers for the account of the customer or assign them to the customer.

Claims against Hoenle Medical exist in these cases only if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or, for example due to insolvency, is hopeless.

12.Export

The contract is subject to the applicable export control laws. The products may not be exported to another country or region if this is prohibited by export control laws. Customers who intend to export a product to another country require any export licence prescribed by law for this. The costs of export, in particular customs duties, taxes, fees and other costs, are to be borne by the customer.

13.Miscellaneous

13.1Should one or more provisions of these Terms be or become invalid or void or contain a gap, this does not affect their validity. The invalid provision shall be replaced by a valid one that comes closest to what was economically intended.

13.2The law of the Federal Republic of Germany applies. The provisions of the UN Convention on Contracts for the International Sale of Goods are excluded.

13.3If the customer is an entrepreneur, the place of Hoenle Medical's registered office is the place of performance for all mutual obligations and the place of jurisdiction for all disputes in connection with this contract.

The same place of jurisdiction applies if the customer has no general place of jurisdiction in Germany, relocates its domicile or habitual residence abroad after conclusion of the contract, or if its domicile or habitual residence is not known at the time the action is brought.

However, Hoenle Medical is also entitled to bring an action at the customer's registered office.

13.4The EU Commission has created an internet platform for the online settlement of disputes. The platform serves as a point of contact for the out-of-court settlement of disputes concerning contractual obligations arising from online purchase contracts.

Further information is available under the following link:
http://ec.europa.eu/consumers/odr/

We are neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.