GENERAL TERMS AND CONDITIONS

General Terms and Conditions

SICAT GMBH & CO. KG ■ FRIESDORFER STR. 131-135 ■ 53175 BONN, GERMANY
TEL. +49 228 286206-0 ■ [email protected] ■ WWW.SICAT.COM

1. GENERAL AND SCOPE OF APPLICATION

Any and all offers, deliveries and services made or provided by SICAT GmbH & Co. KG (software, hardware, surgical guides, therapeutic appliances and services) are exclusively governed by these General Terms and Conditions. SICAT does not accept any other terms and conditions of the purchaser which are contrary to or not included in the SICAT General Terms and Conditions unless SICAT has expressly agreed to them in writing. This shall also apply if SICAT makes a delivery to the customer without reservation in the knowledge that the customer‘s Terms and Conditions are contrary to or deviate from these General Terms and Conditions.

2. PRICES AND PAYMENT CONDITIONS

2.1. All prices are ex works or ex warehouse loaded, excluding statutory value added tax. Any costs incurred for insurance, packaging and shipping or fees charged for the import of medical devices as well as customs fees shall be invoiced separately to the customer, unless specified otherwise by SICAT in the current price list.
2.2. The payments for software, hardware, surgical guides, therapeutic appliances and services must be made immediately upon receipt of the invoice without any deductions. Payment options for the customer are listed in the online shop of the seller. Customers can pay by credit card or SEPA direct debit. In the event of chargebacks caused by the customer, any associated costs shall be reimbursed to SICAT by the customer.
2.3. When selecting SEPA direct debit as payment method, the invoice amount shall be due for payment after the SEPA direct debit mandate was granted, but not before the notice period has ended. Direct debit amounts are collected once the goods ordered leave the warehouse of the seller, but not before the notice period has ended. An advance notice (“Advance Notice”) is any notice (e.g. invoice, contract, policy) the seller sends to the customer to inform the latter of direct debit charges through SEPA.
2.4. If the purchaser is in default of payment, SICAT is entitled to charge default interest at the statutory rate.
2.5. The customer may only assert a right to set-off or retention if SICAT has expressly acknowledged the counterclaim or if such counterclaim has been finally adjudicated by a court of law.
2.6. If payment conditions deviating from clause 2.2 were agreed and if such are not complied with, SICAT shall be entitled to demand immediate payment for all deliveries. Should circumstances arise that cast doubt on the creditworthiness of the customer (e.g. non-compliance with the terms of payment), SICAT shall be entitled to provide deliveries due only in return for advance payment or to withdraw from the contract and claim damages. Furthermore, SICAT shall have the right to prohibit any resale of goods delivered subject to retention of title and to immediately collect the goods at the expense of the customer if SICAT has withdrawn from the contract.

3. TRANSFER OF RISK – INSURANCE

3.1. The risk shall pass to the customer upon provision of the delivery and notification of readiness for dispatch. This also applies if the shipment is delayed due to circumstances beyond SICAT’s control. If SICAT fails to notify the customer that the goods are ready for dispatch the risk is transferred to the customer when the goods are handed over to the carrier, at the latest however when the goods leave the factory or warehouse. This also applies if our means of transport are used or if the goods are delivered carriage paid.

3.2. The customer is obliged to maintain enough insurance for the goods as long as they remain SICAT’s property.

4. NOTICE OF DEFECTS, CLAIMS FOR DEFECTS, STATUTE OF LIMITATIONS

4.1. The goods received must be checked for defects by the customer immediately after receipt. The customer shall submit any notice of defects in writing immediately after receiving the goods but no later than within 10 working days (Saturdays are not working days). There is no entitlement to claim for defects if such are not communicated in due time. Hidden defects must be reported in writing within 10 working days (Saturdays are not working days) after they are discovered; otherwise, the goods in question shall be deemed accepted despite being defective.

4.2. Justified complaints are dealt with, at our option, by rectification or replacement. If we do not rectify the defect within a reasonable time period or after a maximum of two attempts, or do not deliver replacements, the customer has the right to withdraw from the contract or reduce the purchase price.

5. RETENTION OF TITLE

5.1. In every instance our deliveries are subject to retention of title. The goods remain our property until payment has been made in full of all claims (including secondary payments such as interest) arising from the business relationship with the customer. For open accounts, the reserved retention of title acts as a security for our payment claims.
5.2. The customer has the right to sell the goods in accordance with their normal business operations. But the customer must neither pledge nor assign the reserved-title goods as securities.
5.3. The customer now hereby, for the case of resale, assigns to SICAT all claims, together with all the ancillary rights which accrue to it (the customer) through the resale. This applies irrespective of whether it sells the reserved-title goods in an unprocessed, processed or worked-up condition or together with other items. If the goods are sold together with goods which are not SICAT’s property, the assignment will cover only the value of the goods under reserved title. The value will be set in accordance with our selling prices. SICAT hereby accepts the assigning as of now.

6. SOFTWARE USAGE RIGHTS

6.1. The software is the property of SICAT and is protected both by copyright laws, international copyright agreements and by other intellectual property laws and agreements.
6.2. As of activation of the software key, SICAT grants the customer a right to use the software, a right which is non-exclusive and non-transferable to other parties. Copyright notices, serial numbers and other features serving identification purposes must not be removed or altered.

7. LICENSE SUBSCRIPTIONS

7.1. Licenses can also be ordered on a subscription basis. License subscriptions are valid for one month at a time. By giving 14 days’ notice, the subscription can be cancelled with effect from the end of a month; otherwise, the subscription will be renewed for another month. The subscription can then only be cancelled after that period. A license subscription starts on the day on which the subscription for the first application was purchased.

7.2. If another license/activation is added, it is free of charge (bonus time) until the subscription is renewed at the end of the month.

7.3. Vouchers can be used for the specified subscription period. If the subscription is not cancelled after the voucher period, the subscription is automatically renewed for one month at a time and must be paid for as agreed. There will be no cash payout of any remaining credit; such remaining credit cannot be used for a new voucher.

7.4 Updates and upgrades of the SICAT Suite during the subscription period are free of charge.

7.5. After cancellation, the application will become inaccessible at the end of the pre-paid period.

8. CUSTOMER’S OBLIGATION AND RESPONSIBILITY

8.1. The customer undertakes and warrants to instruct the end user to utilize the products for “the intended purpose” as specified in the permit for the product and as instructed in the manuals.

8.2. The customer is solely responsible for the accuracy and quality of data and items they communicate to SICAT and which SICAT uses as basis for manufacturing (CLASSICGUIDE/ OPTIGUIDE/ ACCESSGUIDE) or designing a (DIGITALGUIDE/ RAPID DIGITALGUIDE) surgical guide or an OPTISLEEP, OPTIMOTION therapeutic appliance.

9. LIMITATION OF LIABILITY

9.1. In the event of injury to life, limb or health that SICAT is responsible for as well as in the event of any damage caused through a grossly negligent violation of duties on the part of SICAT or by intentional or grossly negligent violation of duties on the part of legal representatives or vicarious agents, SICAT shall be liable in accordance with statutory provisions.
9.2. The following shall apply to any other damage:

• In the event of damage caused through a violation of duties by SICAT, legal representatives or vicarious agents as a result of ordinary negligence, liability shall be limited to damages that can usually be expected for the type of contract in question.
• No damage claims can be asserted for other damages caused by violation of minor obligations or non-essential obligations as a result of ordinary negligence.

9.3. The limitations and exclusion of liability do not apply where SICAT has maliciously concealed a defect or has guaranteed the features of a product.
9.4. The customer’s claim for compensation for fruitless expenditure instead of damages in lieu of performance, and liability under the German product liability act, will remain unaffected.

10. PROHIBITION OF ASSIGNMENT

Except where expressly agreed otherwise with the customer, the customer is not allowed, without our consent, to assign contractual rights to third parties.

11. FORCE MAJEURE

Events involving force majeure and operational disruptions of any kind, lock-outs, strikes, shortage of raw materials and fuel, measures by public authorities or other causes or events which bring about a restriction or suspension of our operations entitle SICAT to postpone the fulfillment of its obligations or to withdraw, wholly or partially, from the contract without thus incurring liability for damages.

12. PRIVACY NOTICE

SICAT saves, processes and uses personal data provided in the order to complete the order and to improve its products. Further information on this is provided in the SICAT data privacy statement at www.sicat.com/data-privacy-statement.

13. APPLICABLE LAW, PLACE OF JURISDICTION, SEVERABILITY CLAUSE

13.1. Contracts are exclusively governed by the law of the Federal Republic of Germany under exclusion of the CISG provisions.
13.2. The exclusive place of jurisdiction for any disputes between the parties to the contract shall be Bonn, if the customer is a businessperson, a legal person under public law or a special estate under public law or if the customer has no general place of jurisdiction in Germany. However, SICAT reserves the right to bring action against a customer without a general place of jurisdiction in Germany before any other court with jurisdiction, at its discretion.

13.3. If one of the above covenants is or becomes null and void, the remainder of the contract shall remain unaffected. The void or voided provision shall be deemed replaced with a provision that comes as close as possible to the economic purpose of the void or voided provision.

Last Update: 2022-02-01