Terms and conditions of delivery and payment

Clinic-ID GmbH (“Clinic-ID”), 86438 Kissing

A) Scope

The following terms of delivery and payment only shall be applicable for deliveries from
Clinic-ID. They shall only apply in respect of companies as defined by Article 14 of the BGB (German Civil Code). Any of the customer’s terms and conditions of purchase which differ from these Terms shall only be binding for Clinic-ID, if they have been confirmed by Clinic-ID in writing. This shall apply even if Clinic-ID makes a delivery to the ordering party without reservation in the knowledge of the existence of different terms of purchase. Verbal agreements shall only be binding for either party if they have been confirmed in writing.
 
B) Quotation and order
1. All quotations are subject to change. We reserve the right to change prices.
2. Any dimensions, weights, illustrations and drawings shall only be binding for performance if they have been confirmed in writing by Clinic-ID.
 
C) Scope of delivery
Up to an order quantity of 50,000 pieces, the delivery quantity may vary from the ordered quantity by up to 20%. For order quantities of more than 50,000 pieces, the delivery quantity may vary from the ordered quantity by up to 15%. This percentage shall increase by 5% in each case if order-specific special materials have to be used. Specific reference shall be made to these cases in the order confirmation.
 
D) Delivery dates
1. The delivery dates shall be adhered to where possible. They shall, however, not be binding. They are, in any case, dependent on the timely and correct performance of the duties of the ordering party.
2. If any changes to the agreement are agreed subsequently, the delivery date may need to be agreed again, as required.
3. Insofar as the products are not manufactured by Clinic-ID, the obligation to perform shall be subject to the proviso that it receives correct and timely deliveries from its suppliers.
 
E) Delivery
1. Delivery shall be on an ex works basis and - insofar as no shipping instructions have been specified - deliveries shall be made by reasonable judgment without guarantee for the cheapest and quickest method. The customer shall bear the transport risk.
2. Partial deliveries shall be permitted.
 
F) Payment
1. All prices quoted shall be net prices exclusive of VAT.
2. The invoice amount shall be due for payment 30 days after the date of invoice, without any deductions. Cheques shall only count as payment once they have cleared.
3. Clinic-ID shall be entitled to request payment in advance at the point of concluding the contract, up to the order value plus any incidental costs. The customer shall only be entitled to any rights of set-off and lien if these are supported by undisputed counterclaims that have been established by a final decision or are ready for a decision.
4. Clinic-ID shall be entitled to supply against Cash on Delivery; the customer shall bear the cost of cash on delivery.
5. Clinic-ID is entitled to choose either the statutory default interest BGB, or interest at the rate of one of its commercial banks calculated interest rate for open account credit.
6. Clinic-ID shall be entitled to apply payments to the customers’ older outstanding amounts first notwithstanding any of the customer’s provisions to the contrary. Should any costs and interest have already been incurred, Clinic-ID shall be entitled to apply the payment to the costs first, then to the interest and, lastly, to the principal goods and services supplied.
7. The customer shall only be entitled to set-off rights if his counterclaims are undisputed, have been established by a final decision or recognised by Clinic-ID. Furthermore, the customer shall only be entitled to exercise his lien insofar as his counterclaim is based on the same contractual relationship.
 
G) Retention of title, extended and prolonged retention of title
1. Clinic-ID retains ownership of all goods supplied until all the payments agreed in the supply contract have been received in full. If the customer’s conduct breaches the contract, including, but not limited to defaulting on payments, Clinic-ID shall be entitled to repossess the goods. Repossessing the goods does not constitute a withdrawal from the contract by Clinic-ID, unless Clinic-ID expressly states this in writing. Attachment of the goods by Clinic-ID shall always constitute a withdrawal from the contract. Following repossession of the goods, Clinic-ID shall be entitled to their realisation, the proceeds of the realisation shall be offset – minus any reasonable realisation costs – against the customer’s liabilities.
2. The customer shall treat the goods with care; in particular, he shall insure these, at his own expense, sufficiently at the replacement value against any damage caused by fire, water and theft. 
3. In case of any attachments or other interventions by third parties, the customer shall inform Clinic-ID immediately in writing to enable Clinic-ID to take legal action in accordance with Article 771 of the ZPO (German Civil Code of Procedure). Insofar as the third party is not able to reimburse Clinic-ID with the court fees and extrajudicial costs for legal action in accordance with Article 771, German Civil code of Procedure (ZPO), the customer shall be liable for the resulting shortfall.
4. The customer shall be entitled to resell the goods in the regular course of business; he shall, however, assign to Clinic-ID any receivables to the amount of the final invoice amount (including VAT) of the Clinic-ID receivables which have accrued to him from the resale against his customer or a third party, and independent from whether the goods have been resold without any or after processing. The customer shall remain entitled to the collection of these receivables even after they have been assigned. The entitlement of Clinic-ID to collect the receivables themselves shall remain unaffected by this. Clinic-ID shall, however, not collect the receivables as long as the customer meets his payment obligations from the collected proceeds, does not default on his payments and, in particular, no insolvency proceedings have been applied for or payments have been stopped. If this is the case, Clinic-ID may request that the customer discloses the assigned receivables and their debtors to Clinic-ID, provides all the information required for collection, hands over all associated documents and notifies the debtor (third party) of the assignment.
5. Processing or alteration of the goods by the customer shall always be done for Clinic-ID. If the goods are processed with other items which are not the property of Clinic-ID, Clinic-ID shall acquire joint ownership of the new object, based on the ratio of the value of the goods (based on the final invoice amount, including VAT) and the other processed items at the time of processing. For the object that was created from processing, the same provisions shall apply as for the goods supplied subject to reservations.
6. If the goods are mixed inseparably with other items which are not the property of Clinic-ID, Clinic-ID shall acquire joint ownership of the new object, base on the ratio of the value of the goods (based on the final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing is done in such a way that the customer’s object is to be regarded as the main object, it shall be deemed as agreed that the customer transfers a pro-rata ownership to Clinic-ID. The customer shall keep the resulting sole ownership or co-ownership safe for Clinic-ID.
7. The customer shall also assign to Clinic-ID any receivables which are used as a security for any receivables arising against a third party from combining the goods with a plot of land.
 
H) Limitation of liability
1. In accordance with legal requirements, Clinic-ID shall be liable if Clinic-ID culpably breaches a material contractual obligation; however, in this case, any compensation shall be limited to any foreseeable damage resulting naturally in the ordinary course of event.
2. Clinic-ID and its employees shall be liable to an unlimited amount – both legally and contractually – for death, injury to body and health for any breach of duty which is their responsibility, this also includes its representatives and vicarious agents. 
3. For any other damage, Clinic-ID and its employees shall only be liable in case of intentional or grossly negligent breach of duty as well as any such breach of duty by its representatives or vicarious agents.
4. Any provision which excludes Article 341 III of the BGB (German Civil Code) shall be ineffective.
 
I) Warranty
1. Supplied goods shall be accepted by the customer even if they have defects, provided such defects are insignificant. All shipments are to be checked for any damage and theft before acceptance. All visible transport damage and missing quantities are to be reported to the freight forwarder immediately and clearly noted on the acknowledgment of receipt.
2. Any obvious defects must be notified to Clinic-ID in writing within one week from the receipt of the goods, any hidden defects must be notified immediately after they are discovered.
3. Storage conditions, e.g. "Store cool at a specified minimum temperature" is notable; Further processing instructions or application notes.
4. In case of justified complaints, the customer shall, at the discretion of Clinic-ID, be entitled to supplementary performance by replacement or remedy. The expenses required to remedy the defect shall only be paid by Clinic-ID insofar as they are not increased by the fact that the goods have been taken to a location that is different to the place of performance.
5. If the supplementary performance fails, the customer may, at this discretion, either reduce the payment amount (price reduction) or withdraw from the contract. The customer’s entitlement to request compensation or the reimbursement of expenses shall remain unaffected.
6. The customer’s entitlement to compensation due to defective goods shall be limited in accordance with clause H.2.; the claim for reimbursement of expenses shall be limited to foreseeable expenses resulting naturally in the ordinary course of events. Insofar as there is no intentional breach of duty, any compensation shall be limited to the foreseeable damage resulting naturally in the ordinary course of events.
7. The limitation period for any claims arising from a defect is 12 months; it begins with the transfer of the risk to the customer, Article 479 of the BGB (German Civil Code) shall remain unaffected. In the case of death or injury to body and health, breach of duty due to gross negligence and the breach of a material contractual obligation, the statutory limitation period shall remain unaffected.
8. With regard to the readability of IT printing, the customer may claim warranty rights for a period of 1 year from receipt, insofar as the defect does not result from incorrect application or incorrect storage, Influences, which have not been tested in advance and not guaranteed as properties, are not the responsibility of Clinic-ID.
9. Any tolerances that are due to technological reasons such as size, colour, adhesive, quality, material weight and other design issues do not constitute a reason for customer complaints.
10. Clinic-ID shall only be liable for the suitability of the products for a specific purpose and identification application if these properties were expressly agreed in advance. The advice of the sales person, in particular regarding the use of our products, does not constitute agreed properties as defined in Article 434 I of the BGB (German Civil Code).
11. Unless expressly agreed otherwise, no warranties are given for the suitability of the products offered by Clinic-ID for the customer’s intended use. 
12. For hardware, the manufacturer's warranty conditions shall prevail.
 
J) Artwork
1. For the execution of the order is the last print-approved by the customer Template or the proof deduction. The customer has the template / the Correction to print position, spelling, dimensions and color information too check and release.
2. Clinic-ID can not be held liable for errors not corrected by the customer.
 
K) Copyright, designs and tools
1. Any rights for internal sketches, designs, final artwork, originals, films, printing, punching and engraving tools etc. for any method and any purpose shall remain with Clinic-ID, unless expressly agreed otherwise in writing. Clinic-ID designs may not be reproduced, copied, imitated or made available to any third parties. The customer shall be responsible for ensuring that he has the legal authority to reproduce the ordered printing.
2. Any printing plates or printing tools or other equipment for which a cost contribution charge is made, remain the property of Clinic-ID.
3. Any printing tools or documentation provided by the customer shall only be retained by Clinic-ID if this has been expressly requested. In any case, the retention period shall end after 12 months if no repeat order has been received by that point.
 
L) Commission work
1. In the case of commission work, Clinic-ID shall process with great care any materials provided or made available by the customer. Clinic-ID shall not be required to carry out a suitability test.
2. Should any parts become unusable due to a material defect, Clinic-ID shall be entitled to request a reimbursement of the corresponding processing costs.
3. Should any parts become unusable due to processing errors, Clinic-ID shall carry out the same work on a new piece which is to be provided at the expense of Clinic-ID.
 
M) Data protection
Clinic-ID shall be entitled to store in files any data received about the customer with regard to their business relations or in connection with these, irrespective of whether this data is provided by the customer or by any third parties, and to process the data via its IT system, if required.
 
N) Place of performance, venue, validity
1. The place of performance for both parties shall be Kissing, near Augsburg, Germany. The legal venue shall be Munich, for any international disputes the jurisdiction of the German courts shall apply. German law shall apply; the UN Convention on Contracts for the International Sale of Goods shall be excluded.
2. Should one or several of the above provisions found to be invalid, this shall not affect the validity of the other provisions and the entire legal transaction.

Stand Juli 2014