General Terms and Conditions


1. Agreement

Unless otherwise expressly stipulated in writing, German laws apply. German law and the following stipulations always have precedence over any general terms and conditions of the other parties to the contract if we have not expressly excluded them. The UN agreement concerning the international sale of goods does not apply. Our written confirmation is decisive for the contents of the contract, supplements, and modifications. We are committed to offers only when expressly agreed to in writing. Prices are in EURO ex works plus the legal turnover tax to the respective amount and packaging and transport costs.


2. Object of the Contract

a. Article
The objects in our catalogue or designated by contract are of standard type and quality in regard to grade, material, dimensions, tolerances, and production control and are delivered in the normal manner. Any deviating stipulations must be expressly made in writing. A guarantee for the identity of designated objects is not assumed. The articles or packaging must be labelled in regard to grade, origin, inspection or identity only if required by law. We reserve the right to make modifications in our articles in the interest of technical or medical progress or safety. Such modifications may, however, not considerably impair the interest of the customer. We also reserve the right to make modifications due to directly or indirectly sovereign national or international regulations. Protective devices and operating instructions will be included in the supply schedule if required by the relevant legal regulations or in accordance with our express offer. The safety regulations of the Verband Deutscher Elektrotechniker (Association of German Electrical Engineers) or similar standards apply to all deliveries of electromedical products and the provision of electromedical services. Partial deliveries are permitted and may be invoiced separately. Unless otherwise agreed, we will determine the means and route of transport to our discretion without assumption of liability. We will accept the return delivery of our articles only after a previous declaration of consent. We reserve the right to reduce the credit for returned articles due to price reductions, reduced marketability, and rewarehousing costs. Without proof, the reduction amounts to a flat rate of 25 % of the amount invoiced.

b. Deadlines and Time Limits
Delivery dates are binding only in case of express, written agreement. At the time of shipping or notification of shipping readiness, the delivery date counts as having been observed. The delivery period begins with the sending of our order confirmation, but not before the procurement of all models, documents, permits, releases, and the observance of any other customer obligations listed in the contract. If we are responsible for the non-observance of a delivery date, legal consequences will not come into effect until an appropriate period of respite determined by us in writing has expired. Damage claims due to non-fulfilment are limited to the value of the delivery. The effects of cases of force majeure extend the delivery periods accordingly. Such cases also include lack of material or fuel, equipment failure, strikes, lock-outs, etc., even if they occur at the premises of our subcontractors or suppliers. If a delivery is delayed for more than three months due to force majeure, the customer may withdraw from the contract. Damage claims for this reason are out of the question. If the customer refuses to accept the delivery or if he does not accept the delivery before the end of the period of respite, we may claim a flat rate of 1/4 of the value of the respective order in damages due to non-fulfilment in addition to any accruing storage costs. The burden of proof of less damage lies upon the customer.

c. Payments
Our invoices must be paid net within 30 days. For payments within 10 days after the billing date, we grant a 2 % discount. Repair bills are to be paid without deductions. All payments must be made free of charges for us. We are at liberty to demand a letter of credit or similar security before delivery. Payment by bill of exchange always requires written agreement. Bills of exchange and checks are accepted only as a conditional payment subject to encashment, all costs are to be paid by the debtor. In case of a in payment, our accounts receivable will yield an interest 3 % over the rate of rediscount of the Bundesbank (German Federal Reserve Bank), least, however, at a rate of 7.5 %. Proof of higher damage is reserved.

d. Transfer of Risk
The danger of depreciation or risk is transferred to the customer after the goods have been shipped or picked up from our premises by the customer. If the goods remain on our premises for reasons for which the customer is responsible, risk is transferred at shipping readiness. We are authorised, but not obliged, to insure the goods against transport damage at the customer’s expense.

e. Transfer/Reservation of Title
The title of the delivered items does not transfer to the customer until all of our claims against him, regardless of legal reason, have been settled. Until then, we reserve the title of all delivered items. In case of a current account, reservation of title secures the balance. If reserved goods leave the jurisdiction of German law, the customers accepting the goods are obliged to create a legal position for us which economically approximates that of a conditional owner. They must obtain the respective information and send it to us, make the necessary declarations, and take the necessary legal action. The customer is obliged to safeguard the reserved goods carefully and to insure them sufficiently. At this point, the customer already cedes claims against insurance agencies due to damage to reserved goods to ZEPF MEDICAL INSTRUMENTS GMBH, which assumes the cession. If the value of the reserved goods including other securities exceeds our claims in our favour by more than 1/5, we will release securities to the exceeded amount at the request of the customer. The customer may sell the goods in the ordinary course of business. He cedes the resulting purchase-price claim in his favour up to 120 % of our claims against him to us. He is authorised to collect the claims, and any collected amounts must be passed on to us immediately. If he is in default of payment, he may use the goods only with the express authorisation of ZEPF MEDICAL INSTRUMENTS GMBH. In this case, he will provide ZEPF MEDICAL INSTRUMENTS GMBH with the name of his customer if requested and notify his customer of the assignment of the purchase price. In addition, he will provide ZEPF MEDICAL INSTRUMENTS GMBH with all information which we require to enforce the claim ourselves. Reserved goods may not be pawned or subjected to a chattel mortgage or otherwise charged to the rights of third parties. If third parties enforce the right to reserved goods, the customer is to disclose the equitable lien and to inform us immediately.

f. Defects/Warranty
Defects are flaws which decrease the value or the usefulness of the item. Incorrect labelling of our products is considered a defect only if legal regulations are violated. Defects do not result from natural wear, improper handling after transfer of risk, improper storage, non-observance of the operating instructions, or similar circumstances. In regard to the duty to exercise due care when safeguarding, caring for, cleaning, and sterilising our instruments, the principles established by the Arbeitskreis Instrumentenaufbereitung (Workgroup for Instrument Processing) apply as those agreed upon. We commit ourselves to improving defective goods or to delivering flawless replacements. In order to eliminate defects, the customer must allow us the necessary time and number of attempts, determined at our discretion. If we fail to improve the goods or to provide a replacement delivery, the customer has the right to reduce the purchase price or to cancel the contract (rescission). In case any promised features are missing, we have the same obligations as for the delivery of defective goods. Information in catalogues or brochures are considered to be guaranteed features just as little as references to DIN standards, CE symbols, and similar standards. The defect or lapse of standardised statements of quality made by third parties concerning the operation of ZEPF MEDICAL INSTRUMENTS GMBH or parts thereof (certification/validation) does not justify warranty claims or constitute cause for rescission in favour of the contracting party. The same applies in regard to deficits in the observance of all public standards which regulate the manufacturing of and trade in medical products if these standards do not expressly show legal effects in favour of the contracting party. The warranty period is twelve months from the transfer of risk. We must be informed of defects in writing when they are discovered, or else the delivery is considered to be approved. We are to be provided with the defective goods and they are considered to be our property. Repair attempts by unauthorised persons will lead to the extinguishment of the warranty rights. Damage claims made by customers are, regardless of legal reason, limited to cases of intent or gross negligence on the part of ZEPF MEDICAL INSTRUMENTS GMBH.


3. Other Business

a. Solidary Liability
In case of solidary liability with a contracting party in accordance with the stipulations regarding product liability, ZEPF MEDICAL INSTRUMENTS GMBH will be internally exempted from the claims of authorised persons insofar as damage is caused by articles which ZEPF MEDICAL INSTRUMENTS GMBH has bought ready-made. The same applies to damage caused by external service paid for by ZEPF MEDICAL INSTRUMENTS GMBH (especially sterilisation).

b. Copyright
We reserve the copyright and right of ownership to catalogues, drawings, and other documents. These documents may not be copied, given to third parties, or utilised in any other manner without our express, written permission.

c. Recording of Data
When requesting an offer, the customer declares himself to be in agreement with the electronic storage of data, which is necessary for our processing purposes.

d. Place of Performance
The place of performance for all responsibilities in accordance with these stipulations arising from the contracts is Seitingen-Oberflacht, Germany.

e. Jurisdiction
Seitingen-oberflacht is the jurisdiction for disputes between the contracting parties.

f. Clause
If individual stipulations of those made in the preceding sections should become ineffective, this does not effect the contract as a whole. Ineffective stipulations are to be replaced with such that a recognisable economic purpose of the preceding general terms and conditions can be achieved.

g. Effectiveness
This stipulations apply as of 01.04.2011.


Seitingen-Oberflacht, 01.04.2011.