GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS

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SICAT GMBH & CO. KG ■ BRUNNENALLEE 6 ■ 53177 BONN, GERMANY
TEL. +49 228 854697-0 ■ FAX +49 228 854697-99 ■ INFO@SICAT.COM ■ WWW.SICAT.COM

1. APPLICABILITY

Our General Terms and Conditions below, and no others, apply to all the deliverables provided by SICAT GmbH & Co. KG (software, hardware, drilling templates, therapeutic appliances and services).

2. PRICES AND TERMS OF PAYMENT

2.1 Our prices are quoted ex works or ex warehouse, including loading, plus statutory VAT. The costs for insurance, packing, shipping, fees charged for importing medical products and customs duty are invoiced to the customer (firm) separately, except where expressly promised otherwise in our price list as most recently amended.

2.2 Payment for software and hardware must be made net immediately after receipt of invoice.

2.3 The customer may assert a right to set off or withhold payment only if its counter-claim has been recognised by us or established as final and absolute by a court of law.

2.4 If terms of payment deviating from subsection 2.2 have been agreed and if these are not adhered to, we shall be entitled to demand immediate payment for all deliveries. If circumstances are present which cast doubt on the customer’s creditworthiness (e.g. non-compliance with the terms of payment), we shall be entitled to execute outstanding deliveries only against payment in advance, or to withdraw from the contract and require payment of damages. We shall also be entitled to forbid the resale of goods delivered by us subject to retention of title and to have the goods returned immediately at the customer’s expense if we have withdrawn from the contract.

3. TRANSFER OF RISK – INSURANCE

3.1 The risk of the goods passes to the customer as of the time the goods are placed at the customer’s disposal and the customer is informed that they are ready for dispatch. This also applies if dispatch is delayed as a result of circumstances for which we are not responsible. If the customer is not informed of readiness for dispatch, the risk shall pass to the customer as of delivery to the carrier, but not later than as of departure from the works or warehouse. This applies also in case of use of our means of transport or delivery carriage paid.

3.2 The customer is obliged to have the goods sufficiently insured for as long as our retention of title is in force.

4. COMPLAINTS, CLAIMS FOR DEFECTS, PERIOD OF LIMITATION

4.1 The goods received must be checked for defects by the customer immediately after receipt. The customer must file complaints in text form immediately after receipt of the goods, but within 14 days of receipt. There is no entitlement to claim for defects if such are not communicated in due time.

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 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 arising from the business relationship with the customer. In case of current account terms, the retained title serves as security for payment of any outstanding balance.

5.2 The customer is entitled to resell the delivered goods in the course of normal business. It may however neither pledge nor assign as security the goods to which title is reserved.

5.3 The customer now hereby, for the case of resale, assigns to us 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 our property, the assigning will cover only the value of the goods under reserved title. The value will be set in accordance with our selling prices. SICAT now hereby accepts the assigning.

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. CUSTOMER’S OBLIGATION AND RESPONSIBILITY

7.1 The customer undertakes to instruct the end user to use the products in compliance with the manuals and as required by such “Regulations for use” as were
stipulated in connection with the issue of official approval.

7.2 The customer has unqualified responsibility for the correctness and quality of the data and objects which it forwards to SICAT.

8. LIMITATION OF LIABILITY

8.1 We are liable, subject to the relevant statutory provisions, in case of injury caused by us to life, the person and health and in case of damage or loss resulting from a grossly negligent breach of obligations on our part or by a wilful or grossly negligent breach of obligations by our legal representatives or persons working for us.

8.2 The following shall apply to other damage or loss:
a) In case of damage or loss due to the breach of material contractual obligations caused by simple negligence on the part of us, our legal representatives or persons working for us, liability is limited to predictable damage or loss in standard contract situations.
b) Claims for damages for other damage or loss in case of breach of secondary obligations or non-material obligations are excluded in the case of simple negligence.

8.3 The exclusions or limitations of liability do not apply if we have concealed a defect with malicious intent or have assumed a warranty for the condition of the goods.

8.4 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.

9. 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.

10. 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 us to postpone the fulfilment of our obligations or to withdraw, wholly or partially, from the contract without thus incurring liability for damages.

11. DATA PROTECTION

11.1 The customer hereby consents to the storage, processing and use of the personal data transmitted via the order for the purpose of the execution thereof.

11.2 The personal data are processed by SICAT exclusively subject to the provisions of German and European data protection law.

12. APPLICABLE LAW, PLACE OF JURISDICTION, SEVERABILITY CLAUSE

12.1 German law and no other shall apply, the UN CSIG Convention being specifically excluded.

12.2. The exclusive place of jurisdiction for disputes between the contracting parties shall be Bonn, if the customer is a merchant, a legal person under public law or special assets under public law, or if the customer does not have a place of general jurisdiction in Germany. However, we reserve the right, at our option, to take legal action before other courts with jurisdiction against a customer that does not have a place of general jurisdiction in Germany.

12.3 Should one of the above accords be or become invalid, this shall not affect the validity of the remainder of the contract. As substitute for the provision which is or has become invalid, the provision shall apply which comes closest in commercial terms to the provision which is or has become invalid.

Last Update 29-01-2018

Last Update: 2018-12-20

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