General Terms and Conditions of Business, Sale, Delivery, and Payment

Revision 2.0

A. General, Scope

1. Business relations with our contractual partners are based exclusively on the following General Terms and Conditions of Business, Sale, Delivery, and Payment (T&Cs). They apply to all our scheduled services and offerings as well as to the performance of the respective contract, in particular to our deliveries and services to be provided thereafter. These T&Cs are expressly accepted by our contractual partners when they place an order.
2. Our T&Cs also apply to all future transactions with the contractual partner, even if they are not expressly agreed upon again.
3. We do not acknowledge any terms and conditions of the contractual partner that conflict with or deviate from our T&Cs, unless we have expressly agreed to their validity in writing. Acknowledgement of deviations applies only to the contract in question. Our T&Cs also apply even if we conduct business with the contractual partner without reservation in the knowledge that the contractual partner’s terms and conditions conflict with or deviate from our T&Cs.
4. All agreements made between us and the contractual partner for the purpose of performing a contract must be set out in writing in said contract.
5. All resellers and customers who purchase products from Life Systems and in turn offer them on the market or distribute them commercially are subject to the general obligations of Regulation (EU) 2017/745 and Regulation (EU) 2017/746.
6. Life Systems reserves the right to enter into a separate quality assurance agreement.

B. Contract Conclusion

1. Our quotations, prices, estimates and other commitments are subject to change and are not binding unless made in writing and expressly stated as binding.
2. A contract comes into existence upon written order confirmation or delivery by Life Systems. The contract is binding on both parties, i.e. in particular, the customer may not unilaterally terminate the contract or request that Life Systems take back the products or equipment. As an entrepreneur, the customer also has no right to withdraw from the contract. Unilateral termination requires the express consent of Life Systems, but Life Systems is not obligated to consent (goodwill decision). Anything else will only apply if the customer is legally entitled to withdraw from the contract.
3. If additional work is required beyond a binding estimate, the estimate may be exceeded by up to 10% without written agreement. If it is necessary to exceed the estimate, we will immediately notify the contractual partner in writing and give them 8 days to respond. If the contractual partner does not refuse in writing by the deadline, we will continue with the work in the manner we have communicated at the expense of the contractual partner.
4. Descriptions of delivery items, technical specifications, illustrations, drawings and dimensional, weight and performance data which are part of a non-binding quotation are for illustrative purposes only and are not binding unless expressly stated to be binding.
5. We reserve the right to make technical changes that serve to improve the product or to comply with legal requirements, provided that these changes are not substantial or otherwise unreasonable for the contractual partner, taking into account the legitimate interests of both parties.
6. Information and recommendations provided by Life Systems are non-binding and without liability, unless Life Systems has expressly agreed in writing to provide information and recommendations. It is the customer’s responsibility to determine, through its own testing, whether a product is suitable for the customer’s specific applications. The information provided by Life Systems does not constitute a warranty for the quality of the products.

C. Copyright and Exploitation Rights

1. We reserve unrestricted property rights and copyrights to illustrations, drawings, calculations, estimates and other documents; these are not allowed to be made available to third parties. This applies in particular to such written documents that are marked “confidential”; our express written consent must be obtained before they are disclosed to third parties. We are permitted to make our contractual partner’s documents available to third parties to whom we permissibly transfer the delivery or individual partial services.
2. If the order is not placed with us, plans and other drawings and documents relating to quotations shall be returned to us immediately on request.

D. Prices

1. Our prices are quoted in EURO (€) unless otherwise stated.
2. They apply ex our distribution center and do not include freight, customs, insurance, packaging, installation and assembly, or other customary incidental charges.
3. Any applicable sales tax is not included in our prices; it will be charged additionally at the rate in effect on the billing date.
4. Taking into account the legitimate interests of the contractual partner, we reserve the right to increase the prices for contracts with an agreed delivery time of more than four months in accordance with the cost increases that have occurred for procurement, production, delivery or assembly.

E. Delivery and Delivery Periods

1. The delivery period commences on the order confirmation date, but not before receipt of all documents and information required to complete the order. The delivery period will be extended accordingly if the contractual partner subsequently requests changes or additions. Where call-off deliveries are made, the delivery period commences when we receive the call.
2. In the event of force majeure and other unforeseeable, extraordinary circumstances for which we are not responsible (e.g. war, blockade, fire, natural disasters, riots, shortage of personnel due to illness, strike, lockout, operational or transport disruptions, material procurement and energy supply difficulties and official intervention), we are entitled to extend the delivery period by a reasonable amount if this prevents us from fulfilling our obligations on time. In the event of force majeure, strike or lockout, as well as in the event of unforeseen impediments beyond our control, the delivery period will be extended for the duration of such impediments, insofar as such impediments affect the completion or delivery of the delivery item or the fulfillment of our contractual obligations. Under the above circumstances, we are entitled to withdraw from the contract in whole or in part if the delivery or service becomes permanently impossible or unreasonable for us. This also applies if the above circumstances occur at our suppliers.
3. If due to circumstances for which we are not responsible, our upstream supplier fails to supply us or fails to supply us with goods of the contractually agreed quality although we have concluded a sufficient covering transaction in good time, both we and our contractual partner are entitled to withdraw from the contract. If there are reasonable grounds to suspect that products from our suppliers do not comply with applicable regulatory requirements, we are obligated to notify the customer immediately in writing. At the same time, we are entitled to withdraw from the contract.
4. Except in the case of commercial transactions for delivery by a fixed date, the contractual partner is only be entitled to withdraw from the contract in the event that binding delivery dates or deadlines are exceeded—also in the cases mentioned in the previous paragraph—if we are in default and a reasonable period of grace has expired without result.
5. Life Systems is only entitled to make partial deliveries if the partial delivery has been agreed upon, if it is in the nature of the goods (e.g. consumables) or if it is reasonable for the customer, in particular if it can be used within the scope of the contractual purpose, if the delivery of the remaining delivery items ordered is ensured and if the customer does not incur any significant additional work or costs as a result. In the event of partial delivery, the contractual partner may only withdraw from the entire contract if the partial performance of the contract is of no interest to them. Partial deliveries and partial services can be billed for by us separately. If payment for a partial delivery is delayed, we can suspend further performance of the contract.

F. Acceptance, Return

1. If the contractual partner refuses to accept the goods or expressly declares that they does not wish to accept the goods after the expiry of a reasonable grace period granted to them, we are entitled to withdraw from the contract and/or to demand a lump-sum penalty for non-performance of 1% for each full week of delay, but not more than 5% of the order value. The contractual partner has the right to prove that we have suffered no damages or significantly fewer damages. If, in an individual case, we incur unusually high damages that substantially exceed the liquidated damages, we are entitled to recover such damages.
2. Upon receipt of our delivery of goods, the contractual partner or its authorized personnel is obliged to confirm acceptance in writing.
3. The voluntary return of goods takes place expressly subject to and in accordance with the applicable medical device regulations and only after prior consultation with us. Any costs incurred by upstream suppliers, such as postage, packaging, processing and return fees will be passed on to the contractual partner. Sterile goods are generally excluded from return.

G. Transport, Transfer of Risk and Shipment

1. In the absence of specific instructions from the contractual partner, we will determine at our best discretion the shipping method, route and packaging, without being responsible for choosing the fastest or cheapest option. The transport conditions conform to the manufacturer’s specifications.
2. Delivery is at the expense and risk of the contractual partner. The risk transfers to the contractual partner at our delivery warehouse as soon as the goods have been handed over to the party responsible for transportation and have left our warehouse for shipment. If the goods are ready for shipment and shipment or acceptance is delayed for reasons for which we are not responsible, the risk passes to the contractual partner upon receipt of the notification of readiness or willingness to perform shipment. The risk is transferred to the contractual partner in the aforementioned manner even if freight-free delivery has been agreed.
3. We will insure the goods against the usual transportation risks at the request and expense of the contractual partner.
4. For agreed trial orders, the contractual partner undertakes to assume the duty of care for the goods provided and to reimburse the costs of any consumables ordered as well as any return and repair costs incurred as a result of their use.
5. The contractual partner is obligated to insure goods ordered or made available for inspection, testing, rental or loan as well as consignment goods against the usual risks (at least fire, water, theft, vandalism) during the period of provision at their own expense and to return them to us at their own expense and risk if they are not accepted. The contractual partner undertakes to store and transport the goods in accordance with the manufacturer’s instructions. Life Systems is obligated to take back only those goods that have been demonstrably stored and transported in accordance with the above instructions. Any return handling and repair costs incurred after the return shipment are to be borne by the contractual partner.
6. If the goods are damaged or lost in transit, the contractual partner must immediately arrange for the carrier to record the facts of the case.

H. Installation, Assembly and storage

1. Unless otherwise agreed in writing, the contractual partner is obligated to prepare the premises for the installation in accordance with our guidelines and to ensure that the necessary power connections and technical equipment are available.
2. Prior to the start of the installation work, the contractual partner is obligated to provide the necessary information on the location of concealed electricity, gas and water lines or similar installations, as well as the necessary structural data, without being requested to do so.
3. If the installation, assembly or commissioning is delayed due to circumstances for which the contractual partner is responsible (creditor’s delay), the contractual partner is obligated to bear the costs for waiting time and other necessary travel of our personnel to a reasonable extent.
4. The contractual partner undertakes to store the goods in accordance with the manufacturer’s instructions. The contractual partner is only allowed to put the medical device into operation if it complies with the Medical Device Regulations (MDR) when properly installed, maintained and used for its intended purpose.

I. Warranty and Obligation to Inspect, Random Samples

1. The contractual partner is obliged to inspect the goods immediately upon receipt. The contractual partner is obligated to report obvious defects in writing within 7 working days after delivery or transfer of risk, and hidden defects within the same period after their discovery, specifying each defect in detail.
2. If there is a defect for which we are responsible, we are entitled, at our option, to remedy the defect or make a new delivery. Any goods that we replace become our property. The contractual partner is only entitled to remedy the defect themselves and to claim compensation for the costs incurred in doing so in accordance with the statutory provisions.
3. If we refuse to remedy the defect or replace the goods, or if this is unreasonable for the contractual partner or it fails, the contractual partner can withdraw from the contract or reduce the purchase price in accordance with the statutory provisions. We are only liable for damages in accordance with the following Section J.
4. All warranty claims by the contractual partner require that the delivered item was already defective at the time of the transfer of risk. In particular, we are not liable for defects caused by unsuitable or improper use, faulty assembly or commissioning by the contractual partner or third parties, natural wear and tear, faulty or negligent handling or maintenance, unsuitable operating materials, faulty installation work or chemical, electrochemical or electrical influences. The warranty obligation also expires if the contractual partner or third parties have carried out improper repairs, inflicted damage or made changes to the goods without our consent, which have caused the claimed defect.
5. Warranty claims can only be assigned with our written consent. In the event of a notice of defects, payments by the contractual partner may only be withheld to an extent that is in reasonable proportion to the defects claimed.
6. The statute of limitations for warranty claims due to a defect in the goods delivered by us is 12 months from the date of delivery. The statute of limitations does not apply if we have fraudulently concealed the defect or have expressly warranted in writing the existence of the missing feature. With regard to the statute of limitations for any existing claims for damages by the contractual partner, the following Section J.
7. In accordance with Directive (EU) 2017/745 Article 14 and Directive (EU) 2017/746, Life Systems reserves the right to implement a sampling procedure and to enter into individual quality assurance agreements. The contractual partner is obliged to provide the maximum possible support in this respect.

J. Liability

1. Our liability for breach of duty and tort is limited to intent and gross negligence. Excluded from this is our liability for the breach of material contractual obligations and other obligations the fulfillment of which is essential for the proper performance of the contract and on the fulfillment of which the contractual partner relies and may rely (known as “cardinal obligations”). In this case, we are also liable for simple negligence.
2. The liability is limited to the damage typical for the contract, the occurrence of which we had to expect at the time when the contract was entered into on the basis of the circumstances known to us at that time. Any and all further liability on our part is excluded, regardless of the legal basis for such liability. In particular, we are not liable for lack of commercial success, loss of profit, indirect damages and damages resulting from claims by third parties. Insofar as our liability is excluded or limited, this also applies equally to claims for compensation for futile expenses (Sec. 284 German Civil Code –BGB) and in the event of fault on the part of one of our vicarious agents as well as for the personal liability of our employees, workers, representatives and organs.
3. If the defect is due to a defective third-party product, Life Systems is entitled to assign to the customer its own warranty claims against its upstream suppliers. In this case, Life Systems can only be held liable according to the above provisions if the customer has asserted the assigned claims against the upstream supplier in court.
4. Any claims by the contractual partner under the Product Liability Act (ProdHaftG) remain unaffected by this. This also applies to liability for culpable loss of life, limb or health. Life Systems is also liable for providing a warranty in accordance with statutory provisions. Otherwise, claims for damages against us for breach of duty are excluded.
5. Claims for damages under the foregoing provisions expire within the statutory periods. A claim for damages for breach of the duty of subsequent performance pursuant to Sec. 437 No. 1, Sec. 439 BGB (German Civil Code) shall only exist if (i) the customer demands subsequent performance and (ii) Life Systems has breached its duty of subsequent performance within the 12-month limitation period pursuant to Sec. I No. 6.

K. Retention of Title

1. Delivered goods remain our property (reserved goods) until all claims against the contractual partner arising from the business relationship, including claims arising in the future, also from contracts entered into at the same time or later, have been settled.
2. In case of breach of contract by the contractual partner, in particular in case of default of payment, we are entitled to take back the delivered goods. If we take back the delivered goods, this does not constitute a withdrawal from the contract, unless we have expressly declared this in writing. Our seizure of the delivered goods always constitutes a withdrawal from the contract. After taking back the goods, we are entitled to dispose of them; the proceeds of such disposal – after deduction of reasonable disposal costs – will be offset against the contractual partner’ liabilities.
3. The contractual partner is obliged to store and, if necessary, transport the reserved goods in accordance with the manufacturer’s instructions and to treat them with due care; in particular, the contractual partner is obliged to insure them sufficiently at replacement value at their own expense against the usual risks, such as damage by fire, water, theft and vandalism. If maintenance and inspection work is required, the contractual partner must carry this out in good time at their own expense. The insurance policy is to be submitted to Life Systems for inspection upon request. The customer assigns all claims against the insurance company arising from the insurance contract to Life Systems in advance. Life Systems hereby accepts this assignment. If the customer has not sufficiently insured the delivery item, Life Systems is entitled—but not obliged—to insure the delivery item at the customer’s expense.
4. In the event of seizure or other intervention by third parties, the contractual partner is obligated to inform us immediately in writing so that we can assert our rights. If the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to Sec. 771 Code of Civil Procedure (ZPO), the contractual partner shall be liable for the loss incurred by us.
5. Any modifications (e.g. change of purpose, changes that affect the conformity of the product, re-labeling of the packaging, mixing, etc.) of the reserved goods is only permitted in accordance with the applicable statutory provisions and requires the written consent of Life Systems.
6. The contractual partner is entitled to resell the delivered goods in the ordinary course of business; however, the contractual partner hereby assigns to Life Systems all claims against their customers or third parties arising from the resale of the reserved goods in the amount of the final invoice amount including sales tax for the claim existing in our favor, regardless of whether the delivered goods have been resold without or after modification. The contractual partner remains authorized to collect this claim even after the assignment. This is without prejudice to our ability to collect the claim ourselves. However, we undertake not to collect the claim as long as the contractual partner meets their payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we can demand that the contractual partner inform us of the assigned claims and debtors, provide us with all information necessary for collection, hands over the related documents and notify the debtors (third parties) of the assignment.
7. The modification or transformation of the reserved goods by the contractual partner is always carried out on our behalf. If reserved goods are processed with other objects that do not belong to us, then we acquire co-ownership of the new object in proportion to the value of the purchased goods to the other processed objects at the time of processing. In all other respects, the same applies to the object resulting from the processing as to the goods delivered under reservation of title.
8. If the reserved goods are inseparably mixed with other objects not belonging to us, we acquire co-ownership of the new object in the ratio of the value of the reserved goods to the other mixed objects at the time of mixing. If the mixing takes place in such a way that the contractual partner’s object is to be regarded as the main object, it is agreed that the contractual partner assigns to us proportionate co-ownership. The contractual partner retains the resulting sole ownership or co-ownership on our behalf. The contractual partner also assigns to us the claim to secure our claims against the contractual partner which arise against a third party as a result of the combination of the reserved goods with a property.
9. We undertake to release the securities in our favor at the request of the contractual partner to the extent that their value exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent upon us.

L. Payment Modalities

1. Unless otherwise agreed, our invoices are payable net without deduction upon receipt. All payments are to be made at no cost to us. Payments are applied first to cover costs and interest, and then to pay the oldest invoice.
2. We expressly reserve the right to refuse checks or bills of exchange. Discount and bill charges are to be borne by the contractual partner and are due immediately.
3. If the contractual partner is in default of payment, we are entitled to charge interest on arrears at a rate of 8 percentage points above the base rate. If we are able to prove higher damage caused by delay, we are entitled to claim such damage. The contractual partner is, however, entitled to prove to us that we have suffered no damage or significantly less damage as a result of the delay in payment.
4. The contractual partner is only allowed to offset undisputed or legally established claims. A right of retention on the part of the contractual partner for claims not resulting from the respective contract is excluded.

M. Final Provisions

1. Place of performance for all claims arising from the business relationship with the contractual partner, in particular for deliveries and payments, is Mönchengladbach, Germany, unless otherwise stated in the order confirmation.
2. The law of the Federal Republic of Germany applies to all legal relationships between the parties. Application of the Vienna Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. Jurisdiction for all disputes arising from the business relationship is Mönchengladbach, Germany, if the contractual partner is a registered trader, a legal entity under public law or a special fund under public law, or if the contractual partner moves their domicile or usual place of residence out of the territory of the Federal Republic of Germany after contract is entered into, or if the domicile or usual place of residence of the contractual partner is unknown at the time of filing the action. However, we are also entitled to sue the contractual partner at the court having jurisdiction over the registered office of the contractual partner.
4. If any provision of our T&Cs is or becomes invalid or unenforceable, it does not prejudice the validity of the remaining provisions. In such a case, we and the contractual partner will attempt to replace the invalid or unenforceable provision with a valid or enforceable provision that comes as close as possible to the economic intention of the contractual partners at the time the contract was entered into. The same applies in the event of a gap in the contract.

N. Data Processing

Personal data is processed in accordance with the principles of the EU General Data Protection Regulation, the German Federal Data Protection Act (BDSG) and other applicable data protection regulations. In reference, we would like to draw your attention to at our Privacy Policy (in German only).