GENERAL TERMS AND CONDITIONS
Revision of 10th of May 2023
Article 1 – PARTIES
These General Terms and Conditions govern the contractual relationship between the Healthtechtransfer KG, Blücherstr. 8, 21335 Lüneburg, Germany, has (hereinafter referred to as „Healthtechtransfer KG“), and the customer, who is designated in the „Invoicing“ section of the order form (hereinafter referred to as the „Customer“), and who acts within the scope of this contractual relationship exclusively for professional purposes.
Individually hereinafter referred to as „Party“ or collectively hereinafter referred to as „Parties“.
Article 2 – PURPOSE
The contractual relationship between the Parties relates to the Products (Devices and Accessories) and Services (each hereinafter referred to as the „Product“ or „Products“ and the „Service“ or „Services“) set out in the Order Form.
Any software incorporated in the Products or licensed after a sale or provision of Products (hereinafter referred to as „Software“) is subject to a simple right of use as described in Article 16 below.
Article 3 – CONTRACTUAL DOCUMENT
The contractual relationship between the parties is governed by: a) the order, which may be established by means of an order form; b) these general terms and conditions and, where applicable, c) the acknowledgement of receipt of the order; d) an annex describing any special conditions that may apply; the technical documentation (including, without limitation: any document describing the specifications of the Product and any user or general maintenance manual).
The above documents supersede all correspondence and previous agreements between the parties in relation to a particular order.
By placing an order, the customer confirms that he has read and fully and unconditionally accepts these general terms and conditions of Healthtechtransfer KG, to the exclusion of any general or special conditions communicated to him at any time by the customer.
Any variation to these general terms and conditions may only be made in writing. A written waiver of one or more sections shall not affect the other sections, which shall remain in full force and effect.
All documents issued by Healthtechtransfer KG such as brochures and catalogues are for information purposes only and do not constitute an offer.
Article 4 – ORDER
All orders are binding and cannot be changed by the customer unless otherwise agreed in writing by Healthtechtransfer KG.
Each order must be accompanied by the information Healthtechtransfer KG requires to fulfil it.
As long as the order has not been accepted, Healthtechtransfer KG reserves the right to make any changes it deems appropriate to its products and to change the models defined in its brochures or catalogues without prior notice, subject to the provisions of Article 5.4 of these General Terms and Conditions.
Healthtechtransfer KG reserves the right to process orders within the limits of available product stocks. In addition, Healthtechtransfer KG will use its best endeavours to advise the expected date of availability of the Products.
Healthtechtransfer KG will only be bound by an order if it has been confirmed in writing by a person legally authorised to act on its behalf.
If, after a period of two (2) months from the date of signing of an order, full or partial payment for the product [or provision of the service(s)] has not been made by the customer, Healthtechtransfer KG reserves the right to cancel the order in question.
Artikel 5 – DELIVERY OF THE PRODUCT
Regardless of the destination of the products and the terms of the order, and unless Healthtechtransfer KG expressly states otherwise, delivery will always be made from the warehouses of the manufacturers or developers.
5.2. Terms and conditions
Healthtechtransfer KG is entitled to make partial deliveries
5.3. Date of delivery
The delivery date is only indicative. Delayed delivery and/or impossibility of delivery does not entitle the customer to cancel orders and/or to pay damages resulting directly or indirectly from this delay.
Delivery can only be made if the customer has fulfilled all his obligations towards Healthtechtransfer KG.
In the event of a delay in payment by the customer, Healthtechtransfer KG reserves the right to demand reimbursement of the costs incurred (storage, etc.).
If the delivery date is postponed at the instigation of the customer and the ordered product is no longer on the market on the newly agreed date, Healthtechtransfer KG will offer the customer a product whose characteristics come closest to those of the original order. In this case, the customer may either:
(i) cancel the order without any obligation, including the obligation to repay the deposit received, which shall be borne by Healthtechtransfer KG; or
(ii) accept the new product proposed by Healthtechtransfer KG. The price for this new product is specified in Healthtechtransfer KG’s price lists.
5.5. Transfer of the risk
Unless otherwise agreed in writing, it is assumed that the transfer of risk takes place at the manufacturers‘ warehouses, even if Healthtechtransfer KG or arrange for transport. In any case, the products travel at the risk of the customer.
Artikel 6 – RECEPTION OF PRODUCTS
Acceptance shall be deemed to be the signing of the receipt protocol by the parties or, if this is not possible, the signing of the delivery note by the customer.
Non-compliance – Apparent damage
Without prejudice to the measures to be taken vis-à-vis the carrier, if the products delivered do not correspond to the delivery note or show visible damage, the customer must note precise reservations on the delivery note. In addition, the customer must inform Healthtechtransfer KG’s Customer Service within a maximum of eight (8) days of receipt of the delivered products, indicating the order or invoice number, and confirm his complaint by registered letter with acknowledgement of receipt no later than ten (10) days after receipt. Once these deadlines have been exceeded, Healthtechtransfer KG will no longer accept any claim.
Artikel 7 – PRICES – INVOICING – TERMS OF PAYMENT
7.1. Pricing– Definition
Prices are exclusive of taxes (VAT, other taxes, etc.) and all other costs (e.g. import duties) and will be invoiced at Healthtechtransfer KG’s prices applicable at the time of the order.
7.1.1. Costs for trial orders
The cost of delivery of the products for all trial orders in Germany is € 500.00 excluding taxes. The costs of delivery for trial orders will be offset against the purchase price when the respective device is purchased.
7.1.2 Delivery costs
The costs for the delivery of the devices are €950,- flat rate ex works of the manufacturer or developer.
7.2. Payment of invoices
Invoices are payable by bank transfer. The standard payment terms are 50% of the total amount at the time of the order and 50% of the total amount 10 days after the delivery date.
Only the receipt of the money shall be considered as payment, and the handing over of a bill of exchange or any other instrument creating an obligation to pay shall not constitute payment. The customer may not, under any circumstances, discharge itself from its payment obligation in whole or in part by relying on any indemnity, exemption or right to compensation that it may have against Healthtechtransfer KG.
Healthtechtransfer KG reserves the right at all times to require guarantees of payment and proper performance of the customer’s obligations.
If the customer has defaulted on any of these obligations on a previous order (e.g. by defaulting on payment), Healthtechtransfer KG may refuse to execute the order unless the customer provides sufficient security or cash payment.
Non-payment of an overdue invoice makes all non-overdue invoices immediately due and payable by operation of law.
7.3 Default of payment
In the event of non-payment, the default interest and the additional compensation (which may not be less than 15% of the invoice amount), are due from the invoice date and without notice of default.
7.4 Payment or exchange fees
The costs of payment or exchange shall be borne by the customer.
Any complaint about an invoice must be sent to Healthtechtransfer KG by registered mail within 8 days of the invoice being issued. Otherwise, the invoice is irrevocably deemed to have been accepted.
Artikel 8 – RESERVATION OF TITLE
Healthtechtransfer KG retains ownership of the products that are the subject of the order. In the event of the sale of one or more products, this reservation shall apply until full payment of the price for main and ancillary products by the customer.
The customer is obliged to take the necessary measures to ensure that the products made available to him remain recognisable as the property of Healthtechtransfer KG (until full payment of the price for the products sold). Any sale or conversion by the customer may only be made with the prior written consent of Healthtechtransfer KG and, for the products sold, after payment in full of the price. In this connection, Healthtechtransfer KG may require any warranty it deems appropriate.
The foregoing provisions shall not prevent Healthtechtransfer KG from transferring to the customer, upon delivery of the products, the risks of loss or deterioration of the goods subject to retention of title, as well as any damage caused by them. The customer shall take out all necessary and appropriate insurance in this respect.
Artikel 9 – CONVENTIONAL GUARANTEE
9.1 Scope of the application
Healthtechtransfer KG warrants all new products to be free from defects in material and workmanship at the time of delivery and for a period of twelve (12) months from the date of invoice. Any other warranty is expressly excluded unless there is a mandatory provision to the contrary.
Interventions under the warranty shall not result in an extension of the warranty period.
Under this guarantee, Healthtechtransfer KG’s only obligation is to replace or repair the products recognised as defective, unless this type of compensation proves impossible or disproportionate.
The customer shall ensure that the products to be replaced, repaired, maintained or in any way treated are safe and that no risk of deterioration, infection or contamination arises therefrom, at the risk that Healthtechtransfer KG may be held liable in the event of non-compliance with this obligation.
Spare parts may be new parts or used parts if spare parts are no longer manufactured.
9.2 Exclusion of liability
Any warranty is excluded in case of defects and damages caused by external influences, accidents, wear and tear and use that is not in accordance with the instructions of Healthtechtransfer KG or the manufacturer of the components of a product.
Also excluded from this warranty are products that have been modified or repaired by the customer or another person not authorised by Healthtechtransfer KG, as well as products that are the subject of a special support contract.
Similarly, the warranty does not apply to obvious defects and lack of conformity of the product.
9.3 Conclusion of maintenance contracts by the customer from the 2nd to the 5th year of life of the products
The customer can conclude an extension of the product warranty with Healthtechtransfer KG, which covers the operation of the products from the 2nd to the 5th year of their service life, by selecting one of the 2 maintenance programmes offered before the current warranty expires.
The 2 maintenance programmes offered will be listed in the standard Healthtechtransfer KG document upon request.
Subscribing to a maintenance programme for a product that is no longer covered by warranty will result in an assessment of the system before Healthtechtransfer KG will accept the warranty for the product. This evaluation will result in repairs, if necessary, before the product is placed under a maintenance contract. The cost of the evaluation visit and any repairs will be the responsibility of the customer. The evaluation visit includes an update of the software version of the product.
The cost of the evaluation visit is set at € 950.00 excluding VAT (including travel expenses of the technician and software update). Healthtechtransfer KG will provide the customer with a cost estimate for any necessary repairs.
Artikel 10 – LIABILITY
Subject to any mandatory provision to the contrary and except in the case of fraud or wilful misconduct by Healthtechtransfer KG, Healthtechtransfer KG shall not be liable for any direct or indirect damage or loss suffered by the customer as a result of any defect or deficiency in the product and in particular (in derogation of Section 823 of the German Civil Code) for any latent defect in the product. Healthtechtransfer KG’s liability is in any case limited to the value of (the part of) the contract for the product in question.
Any repair or damage suffered by the customer or a third party as a result of the use of a product is at the expense of the customer.
The customer is obliged to take out the necessary and appropriate insurances to cover any damage that may result from the use of a product.
Artikel 11 – POST-WARRANTY MAINTENANCE AND REPAIRS
Products that are not covered by a contractual warranty may nevertheless be subject to repairs, which will be invoiced according to an estimate drawn up by the manufacturers and accepted by the customer.
Artikel 12 – CONDITIONS FOR THE USE OF THE PRODUCT
The customer is informed that failure to comply with the applicable standards and regulations and/or the technical specifications for installation and/or the provisions of the user manual or general maintenance manual for the product may result in:
– Endangering the physical integrity of patients or persons present;
– Damage to the product itself and to the environment.
The customer therefore undertakes to strictly comply with the above rules and to use the product with due care and in a responsible manner.
The customer also undertakes to strictly comply with the rules on the protection of personal data when using the product.
The customer is solely liable for any damage or disadvantage resulting from non-compliance with these rules, from any error or negligence on the part of the customer in the use of the product, and indemnifies Healthtechtransfer KG for any resulting damage or enquiries or complaints (including from third parties).
Artikel 13 – Force Majeure
Healthtechtransfer KG is released from any obligation, in particular from any obligation to deliver in the event of force majeure, in particular in the event of war, riot, fire, strikes, accidents, failure of its own supplier or other circumstances similar to or different from those described above, as well as in the event of fortuitous events or the impossibility of receiving deliveries. However, the customer is obliged to accept the delivery and pay the price of the product as soon as Healthtechtransfer KG is able to carry out the delivery. Consequently, the customer cannot claim damages for non-performance, partial performance or delayed performance of Healthtechtransfer KG’s contractual obligations in the event of force majeure.
If, as a result of force majeure, Healthtechtransfer KG is completely prevented from fulfilling its obligations for more than sixty (60) consecutive days and the parties have not agreed on a new way of fulfilling these obligations, i.e. for example an adjustment of the prices or the delivery period(s), either party may immediately terminate the order affected by this case of force majeure by giving written notice. In this case, neither party shall be entitled to claim damages in the event of termination by the other party.
Artikel 14 – TERMINATION OF COOPERATION
Any contractual relationship between Healthtechtransfer KG and the customer will, at the discretion of Healthtechtransfer KG, be terminated by operation of law for all current orders, without prior formal notice to the customer and without the customer being entitled to compensation, in the event of dissolution, suspension of payments or amicable settlement, the judicial liquidation or the complete transfer of the client’s business or, more generally, if the client is granted payment periods or debt relief in the context of proceedings or a collective agreement with its creditors in Germany or abroad or is the subject of amicable, judicial or administrative proceedings for the settlement of business difficulties abroad.
Artikel 15 – INTELLECTUAL PROPERTY
All intellectual property rights relating to the products, services or software, including but not limited to copyrights, trademarks, designs and models, patents, know-how (hereinafter the „Intellectual Property Rights“), belong entirely and exclusively to the developers or manufacturers of the equipment supplied.
The developer or manufacturer may use and freely dispose of the Intellectual Property Rights without restriction.
The contractual relationship between Healthtechtransfer KG and the customer does not include any assignment or transfer of the intellectual property rights or any licence to the intellectual property rights of the manufacturers or developers.
The customer is not entitled to directly or indirectly reverse engineer, decompile, disassemble, copy or modify the products.
Artikel 16 – SOFTWARE LICENSE
The manufacturers or developers are the authors of the software in accordance with the applicable provisions of the Intellectual Property Law.
If the Products are supplied with software, only a non-transferable and non-exclusive (sub)licence to use the software on the Product is granted, provided that the Product remains on the Customer’s premises and is used only for its intended purpose and in accordance with the applicable standards and regulations and/or the technical specifications and/or the provisions of the user or general maintenance manuals.
The customer acknowledges that the ownership of the software is not transferred to the customer in any way (not even in the event of a sale of the product by Healthtechtransfer KG to the customer). The software may not be assigned, transferred or given away to third parties without the consent of the manufacturers and developers.
The customer is obliged to keep the software and all information obtained about it (including technical information and information obtained during the training sessions) strictly confidential and not to disclose it to third parties. Any action by the customer for the purpose of copying, passing on to third parties, translating, adapting, arranging or otherwise modifying the software is prohibited, subject to the exceptions provided for by law. Healthtechtransfer KG and the manufacturers or developers cannot be held liable for any damages resulting directly or indirectly from any modification of the software, even if such modification has been approved by the manufacturers or developers. The disclosure of all or part of the information contained in the software by the customer to third parties is strictly prohibited.
The customer indemnifies Healthtechtransfer KG and the manufacturers or developers for any damages or complaints (including from third parties) that may arise from non-compliance with these prohibitions.
Artikel 17 – CONFIDENTIALITY
For the purposes of the contractual relationship between the Customer and Healthtechtransfer KG, „Confidential Information“ shall mean any information provided by Healthtechtransfer KG to the Customer in oral, written, graphic, electronic or photographic form, or in any other tangible form, relating to the Company, its business, products, services and software, and any information which may reasonably be regarded by the Customer as confidential. Confidential information need not be new, unique, patentable, copyrightable or a trade secret to be considered confidential information.
Information for which the Client can demonstrate by written documents that it is confidential shall not be considered confidential:
– was in his or her possession prior to its transmission by Healthtechtransfer KG;
– is or becomes available to the public through no fault, act or omission of the customer;
– are provided to the Client by a third party who is not under a duty of confidentiality and has the right to disclose them without restriction; or
– independently developed after its disclosure under this Agreement without using or relying on Confidential Information.
The Client shall treat all Confidential Information with the same care as it gives to its own Confidential Information and keep the information strictly confidential.
In the event that the Customer is required to disclose any Confidential Information in any judicial or administrative proceeding, the Customer shall promptly notify Healthtechtransfer KG and allow Healthtechtransfer KG and the Manufacturers or Developers a reasonable time to object to such proceeding or to request a restriction on the portion of the Confidential Information to be disclosed. For clarity, it should be noted that such disclosure shall not result in the loss of confidentiality of the information so disclosed and that such information shall remain confidential information in all other cases and under all circumstances.
The Customer acknowledges that all existing or future intellectual property rights in relation to the Confidential Information shall remain the exclusive property of Healthtechtransfer KG. This contractual relationship between Healthtechtransfer KG and the Customer does not grant the Customer any licence right to the Confidential Information or any right to any patent, copyright or other intellectual property right.
Artikel 18 – DISPOSAL OF ELECTRICAL AND ELECTRONIC EQUIPMENT (RECYCLING)
In accordance with Directive 2002/96/EC of 27 January 2003 on waste electrical and electronic equipment and the regulations in force, the producer is responsible for financing and organising the disposal of this waste. In this context, the customer undertakes to make the end-of-life product available to the organisation indicated when contacting their usual Healthtechtransfer KG contact. Any return of the product by the customer must be accompanied by a document certifying that it has been cleaned and can be handled and transported without risk to the health of persons coming into contact with it. In addition, Healthtechtransfer KG may require the customer to comply with certain reasonable conditions prior to collection, in particular with regard to packaging or presentation depending on the type of product to be collected.
Furthermore, the customer undertakes to pass on these provisions to any subsequent owner.
In the event that Healthtechtransfer KG is unable to fulfil its obligations to the customer, the customer must fulfil its obligations with regard to the disposal of the product’s waste and assumes full responsibility for this, as well as the associated criminal penalties, and indemnifies Healthtechtransfer KG and the manufacturers for any damage or complaints (including from third parties) that may arise from non-compliance with these regulations.
Finally, the manufacturers and Healthtechtransfer KG cannot be held liable for non-compliance with these regulations by the manufacturer of the electrical and electronic equipment.
Artikel 19 – TANGIBLE AND INTANGIBLE SECURITY
Der Kunde ist verpflichtet, Healthtechtransfer KG innerhalb von vierundzwanzig (24) Stunden über jede Beanstandung oder Beeinträchtigung zu informieren, die ihm im Zusammenhang mit einem Produkt bekannt wird.
Artikel 20 – SEVERABILITY CLAUSE
The invalidity of any provision of these general conditions or part thereof shall not affect the validity of the remaining general conditions. The parties agree to replace the provision declared invalid with a new one.
Artikel 21 – DISPUTES AND APPLICABLE LAW
The district court of Lüneburg is the sole place of jurisdiction for disputes of any nature whatsoever relating to the formation and/or execution and/or termination and/or interpretation of these general terms and conditions or the contractual relationship between the parties.
These general terms and conditions and the contractual relationship between the parties shall be governed by Belgian law, to the exclusion of the rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods.