General Terms and Conditions with Customer Information

1. Scope
2. Offers and service descriptions
3. Ordering process and conclusion of contract
4. Prices and shipping costs
5. Delivery, availability of goods
6. Payment terms
7. Retention of title
8. Customer account
9. Warranty and guarantee for material defects
10. Liability
11. Storage of the contract text
12. Final provisions

1. Scope
1.1. The following General Terms and Conditions in the version valid at the time of the order shall apply exclusively to the business relationship between Bio-Medical-Systems BMS GmbH, Lehrer-Grimm-Strasse 10, 65205 Wiesbaden Germany (hereinafter referred to as “Seller”) and the customer (hereinafter referred to as “Customer”).

1.2. A consumer within the meaning of these Terms and Conditions is any natural person who enters into a legal transaction for a purpose that cannot be predominantly attributed to their commercial or independent professional activity. An entrepreneur is a natural or legal person, or a partnership with legal capacity, who, when entering into a legal transaction, acts in the exercise of their commercial or independent professional activity.

1.3. Deviating terms and conditions of the customer are not accepted, unless the seller expressly agrees to their validity.

2. Offers and service descriptions
2.1 The presentation of the products in the online shop does not constitute a legally binding offer, but rather an invitation to place an order. Service descriptions in catalogues and on the Seller’s websites do not have the character of an assurance or warranty.

2.2 All offers are valid “while stocks last” unless otherwise stated for the products. For the rest, errors are reserved.

Note: Please enter the appropriate button labels below.
3. Ordering process and conclusion of contract
3.1. The customer can select products from the seller’s range without obligation and collect them in a so-called shopping cart by clicking on the “Add to cart” button. Within the shopping cart, the product selection can be changed, e.g. deleted. The customer can then complete the order process by clicking on the Continue to Checkout button within the shopping cart.

3.2. By clicking on the button “ Order with payment obligation” the customer submits a binding request to purchase the goods in the shopping cart. Before submitting the order, the customer can change and view the data at any time, return to the shopping cart using the browser function “back” or cancel the order process altogether. Necessary information is marked with an asterisk (*).

3.3. The seller then sends the customer an automatic acknowledgement of receipt by e-mail, in which the customer’s order is listed again and which the customer can print out via the “Print” function (order confirmation). The automatic acknowledgement of receipt merely documents that the customer’s order has been received by the seller and does not constitute acceptance of the request. The purchase contract is only concluded when the seller has dispatched the ordered product to the customer within 2 days, handed it over or confirmed the shipment to the customer within 2 days with a second e-mail, explicit order confirmation or sending of the invoice. Acceptance can also occur through a payment request from the seller to the customer and, at the latest, through the completion of the payment transaction. In the case of multiple acceptance transactions, the earliest acceptance date shall be decisive. If the seller does not accept the customer’s offer within the acceptance period, no contract is concluded and the customer is no longer bound by their offer.

3.4 In the case of customers who are businesses, the aforementioned period for dispatch, delivery or order confirmation shall be seven days instead of two.

3.5. Should the seller allow a prepayment, the contract with the provision of the bank details and payment request is concluded. If the payment has not been received by the seller until 10 calendar days after the order confirmation has been sent, the seller withdraws from the contract with the result that the order is void and the seller is not obliged to deliver. The order is then completed for the buyer and seller without further consequences. A reservation of the item for prepayment is therefore made for a longer than 10 calendar days.

4. Prices and shipping costs
4.1. All prices stated on the Seller’s website are inclusive of the applicable statutory value added tax.

4.2. In addition to the stated prices, the seller charges shipping costs for delivery. The shipping costs will be clearly communicated to the buyer on a separate information page and in the context of the ordering process.

5. Delivery, availability of goods
5.1. As far as advance payment has been agreed, the delivery will take place after receipt of the invoice amount.

5.2. Should the delivery of the goods fail due to the fault of the buyer despite three attempts to deliver, the seller may withdraw from the contract. Any payments made will be refunded to the customer immediately.

5.3. If the ordered product is not available because the seller is not supplied with this product by his supplier through no fault of his own, the seller may withdraw from the contract. In this case, the Seller will inform the Customer immediately and, if necessary, propose the delivery of a comparable product. If no comparable product is available or the customer does not request delivery of a comparable product, the seller will immediately refund the customer for any consideration already provided.

5.4. Customers will be informed of delivery times and delivery restrictions (e.g. restrictions on deliveries to certain countries) on a separate information page or within the respective product description.

5.5 In the case of customers who are businesses, the risk of accidental loss and accidental deterioration of the goods shall pass to the buyer as soon as the seller has delivered the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment; the specified delivery dates and deadlines are not fixed dates, unless otherwise agreed and agreed.

5.6 The Seller shall not be liable to customers who are entrepreneurs for delays in delivery and performance due to force majeure and unforeseeable events that make delivery significantly more difficult or impossible for the Seller, even if binding deadlines and dates have been agreed upon. In this case, the Seller shall be entitled to postpone delivery or performance by the duration of the disruption plus a reasonable start-up period. The right to postpone the deadline also applies to customers who are entrepreneurs in cases of unforeseeable events that affect the operations of a sub-supplier and for which neither the customer nor the Seller is responsible. During the duration of this disruption, the Customer is also released from its contractual obligations, in particular its obligation to pay. If the delay is unreasonable for the Customer, the Customer may withdraw from the contract by written declaration after setting a reasonable deadline or after mutual consultation with the Seller.

6. Payment terms
6.1. The customer can choose from the available payment methods during and before the completion of the ordering process. Customers will be informed of the available means of payment on a separate information page.

6.2. If payment by invoice is possible, payment must be made within 30 days of receipt of the goods and the invoice. For all other payment methods, payment must be made in advance without deduction.

6.3. If third parties are assigned to process payments, e.g. Paypal. their general terms and conditions apply.

6.4. If the due date of the payment is determined according to the calendar, the customer is already in default by missing the date. In this case, the customer must pay the statutory interest on late payment.

6.5. The customer’s obligation to pay interest on late payment does not preclude the Seller from claiming further damages for delay.

6.6. The customer is only entitled to set-off if his counterclaims have been legally established or recognised by the seller. The customer can only exercise a right of retention if the claims result from the same contractual relationship.

7. Retention of title
The delivered goods remain the property of the seller until full payment has been made.
The following additional provisions apply to customers who are entrepreneurs: The seller reserves ownership of the goods until all claims arising from an ongoing business relationship have been settled in full. The buyer is obligated to treat the purchased item with care until ownership has been transferred to the buyer. In particular, the buyer is obligated to insure the item at its own expense, where appropriate or customary in the industry, against theft, fire, and water damage, adequately covering its replacement value. If maintenance and inspection work must be carried out, the buyer must carry this out in a timely manner at its own expense. The processing or transformation of the reserved goods by the customer is always carried out for the seller. If the reserved goods are processed with other items not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the value of the reserved goods to the other processed items at the time of processing. In all other respects, the same applies to the item created through processing as to the reserved goods. The customer also assigns the claim to secure claims against the customer that arise from the combination of the reserved goods with real estate against a third party. The customer must immediately report any access by third parties to goods owned or co-owned by the seller. The customer shall bear any costs incurred as a result of such interventions for a third-party objection or for an out-of-court release. The customer is entitled to resell the reserved goods in the ordinary course of business. The customer hereby assigns in full to the seller, as security, any claims arising from resale or other legal grounds relating to the reserved goods (including all balance claims from current accounts). The seller revocably authorizes the customer to collect the claims assigned to the seller for its own account and in its own name. This direct debit authorization may be revoked if the customer fails to properly fulfill its payment obligations. The seller undertakes to release the securities to which the seller is entitled at the customer’s request if their total sales value exceeds the sum of all outstanding claims of the seller from the business relationship by more than 10% (or more than 50% if there is a risk of realization). The selection of the securities to be released is the responsibility of the seller. Upon settlement of all the Seller’s claims arising from delivery transactions, ownership of the reserved goods and the assigned claims shall pass to the Buyer. The Seller shall select the securities to be released.

8. Customer account

8.1 The Seller provides Customers with a customer account. Within the customer account, Customers are provided with information about their orders and their customer data stored by the Seller. The information stored in the customer account is not public.

8.2. Customers are obligated to provide truthful information in their customer account and to update this information to reflect changes in their actual circumstances, as necessary (e.g., changing their email address in the event of a change of address or changing their mailing address before placing an order). Customers are responsible for any disadvantages resulting from incorrect information.

8.3. The customer account may only be used in accordance with applicable legal provisions, in particular the provisions for the protection of third-party rights, and in accordance with the seller’s General Terms and Conditions, using the access masks provided by the seller and other technical access options. Any other type of use, in particular through external software such as bots or crawlers, is prohibited.

8.4. To the extent that customers save, provide, or otherwise upload content or information (hereinafter referred to as “Content”) within their customer account, they are responsible for this information. The Seller does not adopt the Customer’s Content as its own. However, the Seller reserves the right to take appropriate measures depending on the degree of risk of infringement posed by the Content, particularly the risk to third parties. These measures, which take into account the criteria of necessity, appropriateness, care, objectivity, reasonableness, and the interests of all parties involved, particularly the fundamental rights of the Customer, may include the (partial) deletion of Content, requests for action and explanations, warnings and cease-and-desist letters, and bans from the premises.

8.5. Customers may terminate their customer account at any time. The seller may terminate the customer account at any time with reasonable notice, which is generally two weeks. The termination must be reasonable for the customer. The seller reserves the right to terminate the account for extraordinary reasons.

8.6. From the time of termination, the customer account and the information stored in the customer account will no longer be available to the customer. It is the customer’s responsibility to back up their data upon termination of the customer account.

9. Warranty and guarantee for material defects
9.1. The warranty (liability for defects) is determined in accordance with statutory provisions, subject to the following provisions.

9.2. A guarantee exists for the goods delivered by the seller only if this has been expressly delivered. Customers will be informed of the warranty conditions prior to the initiation of the ordering process.

9.3 If the customer is an entrepreneur, he or she must inspect the goods promptly, without prejudice to any statutory obligation to give notice of defects, and notify the supplier of any obvious defects in writing without delay, at the latest within two weeks of delivery, and of any non-obvious defects without delay, at the latest within two weeks of discovery. Customary, permissible or minor deviations in quality, weight, size, thickness, width, finish, pattern, and color are not considered defects.

9.4 If the customer is an entrepreneur, the seller shall choose between repair or replacement of defective goods.

9.5 Notwithstanding the liability provisions of these General Terms and Conditions, material defects shall generally expire one year after the transfer of risk for customers who are entrepreneurs, unless longer periods are mandatory by law, particularly in the case of special provisions for recourse by the entrepreneur. For used goods, the warranty for customers who are entrepreneurs is excluded.

9.6 If the customer, who is an entrepreneur, has installed the defective item within the meaning of Section 439 (3) of the German Civil Code (BGB) in accordance with its type and intended use into another item or attached it to another item, the seller is, subject to an express agreement and without prejudice to the other warranty obligations, not obliged, as part of the subsequent performance, to reimburse the customer for the necessary expenses for removing the defective item and installing or attaching the repaired or delivered defect-free item. Accordingly, the seller is also not obliged to reimburse expenses for removing the defective item and installing or attaching the repaired or delivered defect-free item in the event of recourse by the customer within the supply chain (i.e. between the customer and its customers).

10. Liability
10.1. The following exclusions and limitations of liability shall apply to the Seller’s liability for damages, without prejudice to the other statutory conditions of claim.

10.2. The Seller shall be liable without limitation if the cause of the damage is based on intent or gross negligence.

10.3. Furthermore, the Seller shall be liable for the slightly negligent breach of essential obligations, the breach of which jeopardises the achievement of the purpose of the contract, or for the breach of obligations, the fulfilment of which enables the proper execution of the contract in the first place and on whose compliance the customer regularly relies. In this case, however, the Seller shall only be liable for the foreseeable damage typical of the contract. The Seller shall not be liable for the slightly negligent breach of obligations other than those specified in the preceding sentences.

10.4. The above limitations of liability do not apply in the event of injury to life, body and health, for a defect after taking over a guarantee for the quality of the product and in the case of fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.

10.5. Insofar as the liability of the seller is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents.

11. Storage of the contract text
11.1. The customer can print out the contract text before placing the order to the seller by using the printing function of his browser in the last step of the order.

11.2. The seller also sends the customer an order confirmation with all order data to the e-mail address provided by the customer. With the order confirmation, but at the latest at the time of delivery of the goods, the customer also receives a copy of the GTC along with revocation instructions and the instructions on shipping costs as well as delivery and payment conditions. If you have registered in our shop, you can view your placed orders in your profile area. In addition, we save the contract text but do not make it available on the Internet.

11.3 Customers who are entrepreneurs may receive the contract documents by email, in writing or by reference to an online source.

12. Final provisions
12.1. If the buyer is an entrepreneur, the place of performance shall be the seller’s registered office, subject to other agreements or mandatory statutory provisions. The place of jurisdiction shall be the seller’s registered office if the customer is a merchant, a legal entity under public law, or a special fund under public law, or if the buyer has no general place of jurisdiction in the seller’s country of domicile. The seller reserves the right to choose another permissible place of jurisdiction.

12.2 In the case of entrepreneurs, the law of the [Federal Republic of Germany / Republic of Austria] shall apply, excluding the UN Convention on Contracts for the International Sale of Goods, as long as there are no mandatory statutory provisions to the contrary.

12.3. Contract language is german.

12.4. European Commission Platform on Online Dispute Resolution (Os) for Consumers: http://ec.europa.eu/consumers/odr/. We are not prepared or obliged to participate in a dispute resolution procedure before a consumer arbitration board.