1. General

The following General Terms and Conditions (GTC) apply to the entire business relationship with our customers. Deviations from our Terms and Conditions of Delivery and Payment shall only be valid if they are expressly confirmed by us. Insofar as the content of such amendments is not sufficiently clear and determinable, our Terms and Conditions of Delivery and Payment shall remain valid.

2.Conclusion of contract

Our offers are subject to change and non-binding, unless Ganshorn has expressly designated them as binding in writing. Orders require confirmation by Ganshorn to be effective. This is done in writing or by providing the service. If agreements are drawn up in writing or confirmed in writing, all ancillary agreements deviating from these terms and conditions must also be set out in writing. Our employees are not authorized to make ancillary agreements or to guarantee properties that are not set out in writing.
Illustrations and information in catalogs and brochures are only approximate. Under no circumstances do they constitute warranted characteristics. We reserve the unrestricted right of ownership and copyright to all documents provided to the buyer. They may not be made accessible to third parties.

3.Deadlines for deliveries and services

3 Deadlines for deliveries and services
The agreed delivery period shall generally commence on the date of our written order confirmation. In no case, however, before the day on which complete agreement has been reached in writing between us and the customer regarding the content of the order. Compliance with the delivery period is dependent on the timely receipt of all documents and approvals to be supplied by the customer and on the customer duly fulfilling the agreed payment and other obligations. If these conditions are not met, the delivery period shall be extended accordingly. The delivery period shall also be extended appropriately if it cannot be met due to mobilization, war, riot, strike or lockout, delayed delivery of raw and auxiliary materials, delayed arrival of goods from our suppliers or other circumstances for which we are not responsible. A permanent hindrance in these cases entitles us to withdraw from the contract. Compensation for non-delivery or late delivery is excluded. As long as the Buyer is in arrears with the payment of earlier deliveries or services, we shall be entitled to withhold deliveries and services without the Buyer being entitled to any claims for damages or other claims.
In the event of non-compliance with the agreed delivery times and after expiry of a reasonable period of grace, the Buyer shall be entitled to withdraw from the contract by written declaration to us. The buyer shall only be entitled to claims for damages due to non-performance or delay or other claims that can be asserted in connection with non-compliance with the delivery period if the damage was caused by us intentionally or through gross negligence. Beyond this, claims for damages are excluded.

4.Partial deliveries

We are entitled to make partial deliveries.

5.Shipment and transfer of risk

The risk of loss and deterioration of the delivery shall pass to the customer as soon as the consignment has left our works. This shall also apply if the shipment is carried out using our own means of transportation. The insurance of our shipments is the sole responsibility of the customer and shall be borne by the customer. If dispatch is delayed due to circumstances for which we are not responsible, the risk shall pass to the customer from the day on which the goods are ready for dispatch.

6.Prices

Prices are always net prices plus the value added tax applicable on the day of delivery. Unless otherwise agreed, orders shall be executed at the prices stated in the price lists valid on the day the order is received. Unless otherwise stated, these prices are ex works Niederlauer excluding packaging, postage and freight. Quotation prices quoted by us are subject to change and shall remain valid for a maximum period of 90 days from the date of the quotation. All prices quoted are in EURO. If delivery is made more than six months after conclusion of the contract and if prices have changed since the contract was concluded, we shall be entitled to adjust the agreed purchase price to the list prices valid at the time of delivery. If the price increase amounts to more than 3% of the originally agreed price, the buyer shall be entitled to withdraw from the purchase contract by written declaration to us within two weeks of becoming aware of the price increase. Work over and above the contractually agreed services, such as data transfers, support services or special technical support, shall be invoiced additionally. This also applies to any associated travel and accommodation costs.For repair services, we charge working hours according to the applicable price list at appropriate hourly rates as well as mileage and travel time incurred in the field repair service. For internal repair services, we charge additional flat-rate shipping costs to cover our packaging and postage expenses.

7.Small orders

For small orders under € 25,- net, a minimum invoice amount of €25,- plus the current VAT will be charged.

8.Terms of payment

Unless otherwise agreed, the invoiced amounts are payable within 8 days of the invoice date without deduction. We reserve the right to carry out the delivery step by step against payment or against advance payment. Repair invoices are due for payment immediately. Payments shall be deemed to have been made when credited to one of our company accounts. Checks are only accepted on account of payment, but not in lieu of performance. In the event of overdue payments, statutory interest shall be charged without special reminder and subject to the assertion of further claims. Default in payment shall entitle us to withdraw from unfulfilled delivery obligations and to reclaim goods already delivered without the need to set a deadline. We also reserve the right to assert claims for damages. Partial deliveries may be invoiced separately.

9.Warrantly and liability

The goods shall be delivered in the design and quality that is customary for us at the time of delivery. The assertion of claims due to incomplete or faulty delivery or due to defects in the delivered goods is dependent on complaints regarding the quantity, type or properties of the goods being notified to us in writing without delay, but at the latest within 14 days of receipt of the goods. We shall only assume warranty for all delivered items if the customer fulfills the terms of payment punctually to the extent assumed by the manufacturers of the goods concerned. The warranty for products manufactured by Ganshorn Medizin Electronic GmbH is valid for a period of 24 months from the date of delivery. The warranty is limited exclusively to a free replacement or repair of defective parts, insofar as the defects are demonstrably the result of a manufacturing or material defect. Replaced parts shall become our property. The warranty shall not apply if modifications or repairs have been carried out by a third party without our approval. If repairs, additions or replacement of the delivered items are carried out during the warranty period, this shall neither extend nor interrupt the original warranty period. We shall not be liable for failures incurred by the customer during the repair period. Liability on our part for indirect damage of any kind, in particular damage to property, personal accidents and operational disruptions, is expressly excluded. A house installation that complies with VDE regulations is assumed, i.e. we accept no liability for this. The connection of third-party devices to our devices without our consent constitutes an intervention for the consequences of which we accept no liability. If programs (software) are included in the scope of delivery, the following provisions shall apply: All programs are carefully created and tested. However, we shall not be liable for any damage resulting from faulty or incomplete programming. Any further liability, regardless of the legal grounds, in particular for indirect and consequential damages or violations of the Federal Data Protection Act, is excluded.

10.Complaints

Objections to the quality, quantity and function of our delivery must be notified to us immediately after receipt of the consignment on return of the delivery bill. Complaints about the calculation of our deliveries must be made immediately after receipt of the invoice.

11. Reservation of title

We reserve title to all items sold until full payment of all claims we have against the customer. The customer is not permitted to pledge or transfer by way of security the items to which we retain title. The customer hereby assigns all claims to which he is entitled against his customers from the sale of such items and for the manufacture of which he has used items still owned by us, in each case in the amount of the invoice value charged to him by us for the reserved items used for the manufacture. If the customer sells the items still owned by us, he hereby assigns to us the claims arising from the sale against his customers in the amount of the resale price with all ancillary rights. If the items delivered by us are sold by the customer together with items from other suppliers in the preparation of a total invoice, then
of the total invoice amount, the amount attributable to the goods belonging to us included in the total invoice shall be assigned.

12.Data protection

We are entitled to process the data about the customer received with regard to the business relationship or in connection with it, regardless of whether these originate from the customer himself or from third parties, in accordance with the Federal Data Protection Act.

13.Legal validity

The possible legal invalidity or effective amendment of individual provisions of these GTC shall not affect the validity of the remaining provisions.

14. Place of law and jurisdiction

The law of the Federal Republic of Germany shall apply to the exclusion of the rules of international sales law.
Place of performance for delivery and payment is Bad Neustadt, place of jurisdiction is Schweinfurt.

GANSHORN MEDIZIN ELECTRONIC GMBH
D-97618 NIEDERLAUER, INDUSTRIESTR. 6 – 8, TEL. +49 771/6222-0, FAX + 49 9771/6222-55
GTC 01/2013