Right of withdrawal

§ 1 Scope of application
The following General Terms and Conditions (GTC) of Koch Medical GmbH & Co. KG (hereinafter referred to as ‘KOCH Medical’) apply exclusively to all present and future business relations with the Purchaser. The General Terms and Conditions of Koch Medical shall be deemed to have been recognised, understood and accepted by the purchaser upon purchase or full and/or partial payment of one or more items. We do not recognise any other general terms and conditions unless we have agreed to them in writing. Our GTC shall only apply to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

§ 2 Offer and conclusion of contract
1 Our offers are subject to change and non-binding, unless otherwise agreed in writing.
2. orders, contract amendments and supplements or ancillary agreements shall be made in writing. This also applies to customised products according to the specifications of the customer, who in this case guarantees that the industrial property rights of third parties are not infringed.
3. information provided by KOCH Medical on the subject of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as the representations of the delivery items on offers and the Koch Medical website (e.g. drawings and illustrations) are only approximate, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or labelling of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of parts with equivalent parts, are permitted, provided they do not impair the usability for the contractually intended purpose. Furthermore, technical descriptions for products which are stored on the Koch Medical website are for guidance only and do not represent any authoritative or binding assurances that the item for sale also has these listed features.
4. the conclusion of the contract is subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction has been concluded with our supplier. The customer shall be informed immediately of the non-availability of the service; the consideration shall be refunded immediately.

§ 3 Prices
The prices apply to the items listed in the order confirmations. Additional or special services will be charged separately. The prices are quoted in EURO ex warehouse plus statutory VAT at the time of conclusion of the contract, shipping costs, fees and, in the case of export deliveries, customs duties and other public charges, unless otherwise stated.
Freight costs for deliveries abroad as well as for articles which are dispatched by a forwarding agent due to their nature shall be invoiced separately and shall be carriage forward, excluding packaging, customs or other charges.

§ 4 Terms of payment / offsetting and retention
1. our invoices are to be paid immediately without deduction.
The statutory provisions shall apply to the occurrence and legal consequences of default.
2. offsetting on the part of the customer is only permitted with claims recognised by KOCH Medical or legally established claims.
3. a right of retention on the part of the Purchaser due to counterclaims is excluded, insofar as these claims are not based on the same contractual relationship.

§ 5 Delivery period
1. delivery deadlines are only binding if they have been agreed in writing.
2. the delivery period stated by us begins with the dispatch of our order confirmation, but not before clarification of all technical questions, provision of the documents, authorisations, releases to be procured by the customer and receipt of an agreed down payment.
The delivery deadline shall be deemed to have been met if the delivery item has left our factory or warehouse by the time it expires or if we have notified the customer that the goods are ready for dispatch.
3. in the event of delays in delivery and performance due to force majeure or the occurrence of unforeseen obstacles beyond our control, the agreed delivery period shall be extended by the duration of the hindrance plus a reasonable start-up period. In the event of the aforementioned delays in delivery and performance, we shall also be entitled to withdraw from the contract in whole or in part – insofar as this is reasonable for the customer – due to the part of the contract not yet fulfilled.
4. if the delays in delivery and performance persist, the customer shall be entitled to withdraw from the contract with regard to the part not yet fulfilled after setting a reasonable grace period. The customer shall only be entitled to withdraw from the entire contract if he has no interest in partial performance.
5. partial deliveries may be made if this is reasonable for the customer.
6. if the delivery time is extended or if we are released from our obligation, the customer can only derive claims for damages from this in accordance with § 8.
7. if dispatch is delayed at the request of or due to default of acceptance by the customer, he shall be charged the costs incurred by storage, starting one week after notification of readiness for dispatch, in the case of storage on our premises 0.5 % of the invoice amount per month, if applicable pro rata. The customer reserves the right to provide evidence of lower damages. However, we are also entitled, at our discretion, to dispose of the delivery item otherwise after the fruitless expiry of a reasonable acceptance period and to supply the customer only after a reasonable new delivery period.
8. in the event of default of acceptance, the statutory provisions shall otherwise apply.
9. if compliance with the delivery period is so essential for the customer (absolute fixed date transaction) that he is no longer interested in the order after expiry of this period, this must be agreed separately in writing.

§ 6 Transfer of risk
The risk shall pass to the Purchaser upon handover to the carrier (§ 447 BGB). This also applies to partial deliveries and to the provision of other services, as well as to the assumption of shipping costs and/or transport and/or installation.

§ 7 Warranty / Exclusion for used goods
1. the statutory inspection and complaint obligations pursuant to § 377 HGB shall apply.
2. the warranty period shall be one year from delivery of the goods, insofar as acceptance is required, from acceptance or the equivalent act or omission of the customer.
This limitation period shall also apply to claims for compensation for consequential harm caused by a defect, provided that no claims in tort are asserted; the statutory limitation period shall apply to these.
3. the purchaser does not receive any guarantees in the legal sense from us. Guarantees granted to the customer by third parties, in particular manufacturer’s guarantees, shall remain unaffected by this.
4. in the event of a defect for which we are responsible, we shall initially be entitled, at our discretion, to rectify the defect or make a subsequent delivery. The purchaser shall set us a reasonable period of time in which we or a company named by us shall remedy the defect or examine it and, if necessary, prepare a cost estimate for remedying the defect. If the buyer has commissioned a company or the manufacturer of the item to rectify the defect without or with our knowledge, any legal claim and any warranty shall lapse with immediate effect, if this was agreed in writing in advance. The costs for the repair of the item must be borne in full by the buyer, including travelling expenses. If the buyer decides to send the item back to Koch Medical for repair, Koch Medical must first agree to the return before the item is dispatched. All costs incurred with regard to the return and repair are to be borne in full by the buyer. 5.
5. the only insignificant deviation of the quality with only insignificant impairment of the usability does not constitute a defect in the legal sense.
6. all warranty claims are excluded for the purchase and delivery of a used item.
7. used instruments that have already been sent to the customer are excluded from exchange.
8. further claims of the customer, in particular claims for damages, including those for loss of profit, are excluded in accordance with § 8.
9. unless otherwise agreed, the purchaser is solely responsible for all necessary tests (STK-MTK acceptance test-MPBetreibV etc.) for the commissioning of medical devices.

§ 8 Exclusion of claims for damages
(1) KOCH Medical’s liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and unauthorised action, shall be limited in accordance with this § 8, insofar as fault is involved in each case.
(2) The limitations of this § 8 do not apply to the liability of the seller for intentional behaviour, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.
(3) KOCH Medical shall not be liable in the event of slight or simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Material contractual obligations are the obligation to deliver and install the goods on time and free of defects as well as obligations to provide advice, protection and care which are intended to enable the customer to use the delivered goods in accordance with the contract or which are intended to protect the life and limb of the customer’s personnel or third parties or the customer’s property from significant damage.
(4) Insofar as KOCH Medical is liable for damages in accordance with the preceding paragraphs of this section, this liability shall be limited to damages which KOCH Medical foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which KOCH Medical should have foreseen if it had exercised due diligence, taking into account the circumstances which were known to KOCH Medical or which KOCH Medical should have known. Indirect damage and consequential damage resulting from defects in the delivery item are also only eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.

§ 9 Retention of title
1. we reserve title to the delivery items until receipt of all payments from the delivery contract and from the remaining business relationship with the customer, including all ancillary claims such as interest and costs, even if our claims arise in the future.
2. we are authorised to realise the delivery item after taking it back. The realisation proceeds shall be set off against the customer’s liabilities – less reasonable realisation costs.
3. in the event of seizure or other interventions by third parties, the customer must notify us immediately and confirm our ownership in writing both to third parties and to us.
4. the customer is authorised to use, process and sell the delivery item in the ordinary course of business as long as he is not in default. Pledging or transfer of ownership by way of security is not permitted. The customer hereby assigns to us by way of security the claims arising from the resale or any other legal reason with regard to the reserved goods in the amount of the final invoice amount (including VAT).
We revocably authorise the customer to collect the claims assigned to us for our account in his name. Our authorisation to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer fulfils his payment obligations from the collected proceeds, is not in default of payment and, in particular, has not filed an application for the opening of insolvency proceedings or has not suspended payments. In these cases, the customer is obliged to inform us of the assigned claims and their debtors, to provide all information necessary for collection, to hand over the relevant documents and to inform the debtor (third party) of the assignment.
5. the processing or remodelling of the delivered goods by the customer shall always be carried out by us. If the purchased item is processed or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other items at the time of processing/mixing. The customer shall keep the sole ownership or co-ownership thus created for us.
6. we undertake to release the securities to which we are entitled at the request of the purchaser to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%. We shall be responsible for selecting the securities to be released.

§ 10 Place of jurisdiction, place of fulfilment, applicable law, partial invalidity, data storage
1. if the customer is an entrepreneur, a legal entity under public law or a special fund under public law, the action shall be brought before the court having jurisdiction for our registered office. We are also entitled to bring an action at the customer’s registered office.
2. the contractual relationship shall be governed exclusively by German law to the exclusion of the Convention on Contracts for the International Sale of Goods (CISG).
3. should any provision of these terms and conditions be or become invalid or void in whole or in part, the remaining provisions shall not be affected thereby.
4. for the purpose of order processing and customer service, all customer data collected during registration or ordering will be stored and processed by us.