Terms and Conditions
General Terms and Conditions of Sale – valid for all current and future deliveries of Heuser Apparatebau GmbH
1.1 The following conditions apply to all current and future business relationships, even if not expressly agreed again. Conflicting purchase conditions of the buyer are invalid, even if Heuser does not expressly object to them. Conversely, the buyer's purchase conditions are irrelevant even if Heuser does not contradict them, unless the buyer immediately and expressly objects to Heuser’s order confirmation. A general objection to purchase conditions is insufficient.
1.2 If parts of the buyer’s purchase conditions are accepted, this only applies to the individual clause, while Heuser’s general terms and conditions apply in addition.
1.3 By accepting the goods, the buyer acknowledges Heuser’s general terms and conditions.
1.4 Heuser medical devices are manufactured, tested, and marketed according to Directive 93/42/EEC. Export to countries that do not recognize this regulation (e.g., USA, Canada) is not permitted.
2.1 All offers are subject to change unless explicitly marked as binding. Interim sale remains reserved.
2.2 Illustrations, drawings, brochures, and other documents must neither be copied nor made accessible to third parties.
3.1 Orders are only binding upon written confirmation. The scope and subject of the delivery is determined by Heuser’s order confirmation.
3.2 Changes to the order by Heuser (expansion, limitation, etc.) are considered accepted unless the buyer immediately objects.
3.3 Verbal agreements are only binding if confirmed in writing. A waiver of the written form requirement must also be in writing.
3.4 Acceptance of orders is always subject to correct and timely delivery to us. Heuser is released from the delivery obligation if it is not fulfilled by the supplier, unless Heuser is at fault for the selection of the supplier and has not arranged for equivalent substitute delivery.
4.1 Prices apply ex-warehouse Haan.
4.2 If, after the order confirmation, cost increases occur due to changes in material prices, wages, or freight rates, Heuser is entitled to adjust prices reasonably for ongoing delivery obligations to merchants, and in other cases only if the delivery is made later than four months after the conclusion of the contract.
4.3 Unless otherwise agreed, the prices from the price list valid on the day of delivery apply. Value added tax is not included and will be shown separately.
5.1 Samples are not binding and only show the average type.
5.2 Assured characteristics must be expressly designated as such. Otherwise, dimensions, weights, performance, technical data, illustrations—regardless of whether they appear in catalogs, offers, confirmations, or invoices—are only approximate and may change.
5.3 Technical changes remain reserved.
6.1 Delivery times are approximate and non-binding unless they are expressly agreed as binding.
6.2 Force majeure, strikes, operational disruptions, difficulties with suppliers, etc., entitle Heuser to extend the delivery time or to withdraw from the contract. Damage claims are excluded.
6.3 In case of default or impossibility for which Heuser is responsible, the buyer may withdraw from the contract only after setting a reasonable grace period of at least 30 days in writing.
6.4 Partial deliveries are permitted if they are reasonable. Specially manufactured items that are not accepted within 30 days after notification of readiness will be invoiced. Delivery does not include assembly or installation. Shipments will only be insured at the buyer’s request and expense. Otherwise, coverage by the carrier is assumed.
7.1 Unless otherwise agreed, payment is due within 10 days net after delivery or acceptance.
7.2 For initial or small orders, advance payment or cash on delivery is required.
7.3 Payments will always be applied to the oldest invoice.
7.4 Offsetting is only permitted with undisputed or legally established claims.
7.5 If Heuser becomes aware of payment difficulties of the buyer, Heuser may demand full advance payment or appropriate security before delivery. If this is not provided, Heuser may withdraw from the contract and claim reimbursement for expenses and lost profits.
8. Shipping is always at the risk and expense of the buyer, including frost damage, even in the case of "free delivery", from the time the goods leave the warehouse. The risk is transferred to the buyer no later than 14 days after notification of readiness for shipment.
9. Packaging is charged as a lump sum.
10. Returns are only accepted with our express consent and in the original packaging. In this case, we reserve the right to charge 25% of the value of the goods.
11. The buyer is in default 10 days after the invoice date. Heuser is entitled to charge interest at a rate of 5% above the respective base rate without further reminder. All claims become due immediately.
12.1 If the buyer does not accept the goods or does not cooperate within a reasonable time despite a reminder, Heuser may demand compensation for the additional expenses incurred. Other claims remain unaffected.
12.2 The buyer may prove that the damage did not occur or was significantly lower.
13.1 The buyer must inspect the goods immediately and report any defects in writing. The goods must not be processed.
13.2 Heuser may choose to remedy the defect or make a replacement delivery. If this fails, the buyer may reduce the price or withdraw from the contract under the legal conditions.
13.3 If the buyer is a merchant, obvious defects must be reported within 7 days of receipt; otherwise, the delivery is considered accepted.
13.4 The warranty period is 12 months from delivery or acceptance.
14. Changes or installation of replacement parts must only be carried out by authorized persons. Modifications to medical devices invalidate the CE marking and are not permitted.
15.1 The buyer must inform Heuser immediately if third parties assert claims for infringement of property rights due to deliveries from Heuser and must provide the necessary documents.
15.2 The buyer authorizes Heuser’s legal representative to handle such matters. The buyer may also involve their own lawyer.
16.1 Heuser retains ownership until full payment of all claims including ancillary claims. This also applies to current account balances.
16.2 The buyer may only resell or use the goods in the ordinary course of business and must not withhold payment.
16.3 If combined with other goods, co-ownership arises proportionally to the invoice value. The buyer hereby assigns their claims against their customer to Heuser for security.
16.4 The buyer must provide Heuser with the necessary information and documents for collection. Heuser may collect claims unless this right is revoked.
16.5 The buyer must inform Heuser of third-party enforcement measures; the buyer bears the costs of necessary interventions. Heuser must release securities upon request if they exceed the secured claims by more than 25%.
16.6 Upon full payment, the securities pass to the buyer without special assignment.
17.1 Claims against Heuser are excluded unless based on breach of pre-contractual obligations, strict liability, intent, gross negligence, guaranteed characteristics, or material contractual duties. For unforeseen damages, liability is limited.
17.2 For merchants, gross negligence of installation staff is excluded.
17.3 The buyer must assist Heuser in defending product liability claims and report such incidents immediately.
18. The buyer may not assign claims against Heuser without our consent.
19. The place of performance for delivery and payment is Haan. Exclusive jurisdiction is the competent court in Haan, unless otherwise legally required. Heuser may also sue at the buyer’s general place of jurisdiction. German law applies; the UN Convention on Contracts for the International Sale of Goods is excluded.
Heuser Apparatebau GmbH
Am Schlagbaum 10, 42781 Haan
Managing Directors: Birger Heuser, Alexander Heuser
Commercial Register: District Court Wuppertal HRB 12981