General Terms and Conditions

General Terms and Conditions of Sale (as of 05/24)

§ 1 General Provisions

1. The following General Terms and Conditions of Sale apply to all deliveries and services provided by EndoControl UG (limited liability), Hanomagstraße 22, 21244 Buchholz in der Nordheide (hereinafter referred to as "EndoControl") to businesses within the meaning of § 14 BGB (German Civil Code).

2. The scope of deliveries and services is determined by the mutual written agreements. EndoControl provides all deliveries and services exclusively based on these General Terms and Conditions of Sale. Deviating, conflicting, or supplementary general terms and conditions of the customer will not become part of the contract unless EndoControl has expressly agreed to their validity in writing.

3. By concluding a purchase agreement, the customer agrees to receive electronic messages from EndoControl, such as invitations to trade fairs or product presentations, by email. The customer may revoke this service at any time without giving reasons or adhering to a notice period.

§ 2 Offers and Delivery

1. Offers and cost estimates from EndoControl are non-binding and subject to change. A contract is only concluded when the customer's order is confirmed in writing by EndoControl or when the goods have been delivered.

2. Technical modifications, as well as deviations in dimensions, weights, performance data, or representations in brochures and other documents, are reserved, provided they are reasonable for the customer and do not constitute substantial changes.

3. Partial deliveries are permissible if they are reasonable for the customer. If partial deliveries are made over a period of more than two weeks, EndoControl is entitled to issue partial invoices.

§ 3 Prices and Payment Terms

1. All prices are ex works (EXW according to the applicable Incoterms), plus packaging and statutory value-added tax (VAT).

2. If EndoControl undertakes assembly or installation and no other agreement has been made, the customer shall bear, in addition to the agreed remuneration, all incidental costs, such as travel expenses and costs for transporting tools.

3. Payments are to be made to the payment locations specified by EndoControl. Unless otherwise agreed, invoices are due for payment within 30 days net from the invoice date.

4. Offsetting is only permissible with undisputed or legally established claims. A right of retention may only be exercised if the counterclaim arises from the same contractual relationship.

5. If the customer is in default with payment obligations or if circumstances arise that raise serious doubts about the customer's solvency or creditworthiness, EndoControl is entitled to demand immediate payment of the remaining debt or to request appropriate securities.

§ 4 Retention of Title

1. EndoControl retains ownership of the delivered goods until full payment of all claims arising from the ongoing business relationship. The retention of title also extends to replacement or exchange parts that have been installed and have become integral components of the product within the meaning of § 93 BGB.

2. In the event of a breach of contract by the customer, particularly in the case of payment default, EndoControl is entitled to reclaim the reserved goods after setting a fruitless deadline. The reclamation is at the expense of the customer. Merely reclaiming the goods does not constitute withdrawal from the contract unless explicitly declared.

3. The customer is obliged to handle the goods with care and to perform any necessary inspection and maintenance work.

4. The customer may neither pledge the reserved goods nor assign them as security. In the event of seizures or other interventions by third parties, the customer must inform EndoControl in writing without delay.

5. The customer is entitled to resell the goods in the ordinary course of business. All claims arising from the resale of the reserved goods are hereby assigned to EndoControl up to the invoice amount.

§ 5 Delivery Deadlines and Delay

1. Delivery deadlines commence only after the receipt of all documents to be provided by the customer and the fulfillment of all necessary obligations. Delays attributable to the customer will result in a reasonable extension of the delivery deadlines.

2. In the case of unforeseen events beyond EndoControl’s control, such as force majeure, natural disasters, war, or strikes, EndoControl is entitled to withdraw from the contract or extend the delivery deadline accordingly.

3. If EndoControl is delayed in its own procurement of supplies through no fault of its own, the delivery time will be extended by the duration of the delay.

4. If EndoControl is in default, the customer may withdraw from the contract after setting a reasonable deadline, which expires fruitlessly.

§ 6 Transfer of Risk

1. The risk of accidental loss or accidental deterioration of the goods passes to the customer once the goods are dispatched or collected. This also applies if the delivery is made carriage paid.

2. If the dispatch is delayed at the customer's request or due to reasons attributable to the customer, the risk passes to the customer upon notification of readiness for dispatch.

§ 7 Installation and Assembly

1. Unless otherwise agreed in writing, the following provisions apply to installation and assembly:

a) The customer shall bear the costs for all necessary earthworks, construction work, and other ancillary work, including the provision of skilled labor, tools, and materials.

b) The customer shall provide the necessary equipment and materials for installation as well as the energy supply.

c) The customer shall provide appropriate storage facilities for the machine parts and materials, as well as accommodation for the installation personnel.

2. The customer must provide EndoControl with all necessary information regarding concealed cables or structural peculiarities without being asked.

3. If the installation is delayed due to circumstances attributable to the customer, the customer shall bear the additional costs, particularly for waiting times and additional travel.

4. Upon completion of the installation, the customer must immediately certify acceptance. If acceptance is not completed within an agreed period, the service is deemed to have been accepted.

§ 8 Trial Run/Test Version

1. A trial run may be agreed upon, whereby EndoControl provides the customer with a test device. This is intended solely for testing the desired function. EndoControl does not guarantee that the test device is suitable for the customer's intended purpose unless this has been expressly assured.

2. The customer is obliged to conduct the test under real conditions and to verify the suitability of the device for their purposes.

3. If the customer decides to purchase a device, EndoControl is not liable for the intended success, unless this has been expressly assured.

§ 9 Warranty

1. EndoControl is liable for defects in the delivery in accordance with statutory provisions, provided the customer has duly fulfilled their inspection and complaint obligations in accordance with § 377 HGB (German Commercial Code).

2. If the delivered goods are defective, EndoControl may, at its discretion, remedy the defect or supply a defect-free item.

3. If the subsequent performance fails or is impossible, the customer may reduce the purchase price or withdraw from the contract.

4. No warranty is provided for damages resulting from improper use, incorrect installation, or natural wear and tear.

5. Claims for defects expire one year after delivery.

§ 10 Industrial Property Rights and Copyrights

1. Cost estimates, drawings, and other documents remain the property of EndoControl. They may not be passed on to third parties without prior consent.

2. The customer receives a non-exclusive right to use the contractual software, limited to the agreed performance features and devices.

3. If the software contains open-source components, their use is subject to the respective license terms, which the customer will be informed about.

§ 11 Liability

1. EndoControl is only liable for intentional or grossly negligent breaches of duty. For slightly negligent breaches, EndoControl is only liable for breaches of essential contractual obligations.

2. Further liability, particularly for consequential damages, is excluded.

3. Liability under the Product Liability Act and for personal injury remains unaffected.

§ 12 Place of Performance, Jurisdiction, Applicable Law

1. The place of performance is the registered office of EndoControl.

2. The place of jurisdiction for all disputes is the registered office of EndoControl, provided the customer is a merchant.

3. German law applies exclusively.

§ 13 Severability Clause

If individual provisions of these General Terms and Conditions of Sale are invalid, the remaining provisions remain unaffected.

 

 

General Terms and Conditions of Purchase (as of 05/24)

§ 1 General Provisions

Our Terms and Conditions of Purchase apply exclusively to companies. We do not recognize any terms and conditions of the supplier that deviate from or contradict our terms, even if we unconditionally accept the delivery. These Terms and Conditions of Purchase also apply to all future transactions with the supplier, even if they are not explicitly referred to again.

§ 2 Orders

1. The supplier is obliged to accept our order within 14 days unless other binding deadlines have been agreed upon in individual cases. If the acceptance is not received in time, we are no longer bound by the order.

2. Call-off orders may also be issued by electronic data transmission.

§ 3 Prices and Payment Terms

1. The price stated in the order is binding.

2. The price includes statutory VAT and delivery "free domicile," including loading and packaging. A transport insurance charge is not applied, as we are self-insurers.

3. We are entitled to exercise set-off and retention rights to the extent provided by law.

4. We will pay within 14 days of the invoice date with a 3% discount or net upon later payment.

§ 4 Delivery Time and Delay

1. The delivery time specified in the order is binding.

2. The supplier is obliged to notify us immediately in writing as soon as they realize that the delivery time cannot be met.

3. In the event of a delay in delivery, we are entitled to claim liquidated damages of 1.5% of the delivery value for each completed week, up to a maximum of 5%. The supplier has the right to prove that no damage or a lesser amount of damage has occurred. Further statutory or contractual claims, in particular for damages, remain unaffected.

§ 5 Quality and Documentation

1. The supplier guarantees that their deliveries comply with the recognized rules of technology, relevant DIN standards, safety regulations, statutory provisions, and the agreed technical data.

2. The supplier shall carry out an appropriate quality assurance system that conforms to the state of the art and shall provide us with proof of this upon request. The supplier shall also perform a documented outgoing goods inspection to ensure that the deliveries meet the agreed characteristics.

3. If the supplier recognizes that their deliveries do not fully meet the agreed requirements, they must inform us immediately in writing.

4. If the supplier intends to make changes to their deliveries or manufacturing processes (e.g., with respect to specifications, materials, dimensions, or production sites), they must notify us in advance in writing. Any changes are subject to our prior written consent.

§ 6 Defect Inspection

1. Our obligation to notify hidden defects under § 377 HGB (German Commercial Code) is excluded. We are only obligated to perform a minimum inspection based on the delivery note and for visible transport damages. The supplier assumes final inspection of the goods and concludes a quality assurance agreement with us.

2. In the case of obvious defects, our notification is considered timely if it is sent to the supplier within 7 working days of the goods’ receipt or after the discovery of a hidden defect.

§ 7 Liability for Material and Legal Defects

1. We are entitled to all statutory rights for material and legal defects without restriction. We may, at our discretion, request defect rectification or delivery of defect-free goods, with the supplier bearing the necessary costs. Claims for damages remain unaffected.

2. The limitation period for defect claims is two years from the date of delivery. If a new delivery is made as part of the supplementary performance, the limitation period restarts if this is to be regarded as an acknowledgment of the obligation to perform.

3. In urgent cases (imminent danger), we are entitled to remedy defects at the supplier’s expense.

§ 8 Retention of Title

1. If we provide parts, we retain ownership of them.

2. The retention of title extends to all products created by processing or reshaping our goods. If processing takes place with goods from third parties that are also subject to retention of title, we acquire co-ownership in proportion to the respective goods’ values.

3. If our security rights exceed the value of the claims to be secured by more than 50%, the excess securities will be released.

§ 9 Recourse

1. If EndoControl is held liable due to a defect in the goods supplied by the supplier, the supplier shall indemnify us from such liability to the extent that they are responsible for the defect.

2. This indemnification obligation also covers all expenses incurred in connection with recall actions that we must carry out due to a defect in the delivered goods.

3. We are fully entitled to the right of recourse under § 478 BGB, unless we are granted an equivalent compensation.

4. The supplier must take out and maintain a liability insurance policy with a minimum coverage amount of EUR 10 million per claim.

§ 10 Intellectual Property Rights and Confidentiality

1. The supplier warrants that no third-party rights are infringed in connection with their delivery.

2. If EndoControl is held liable by third parties, the supplier shall indemnify us from such claims upon first request.

3. All expenses incurred by us in connection with third-party claims are borne by the supplier.

4. Design drawings and similar documents remain our property and must be treated confidentially. They may not be passed on to third parties or used for other purposes without our written consent.

§ 11 Certificates of Origin, VAT Certificates, and Export Restrictions

1. Certificates of origin requested by the supplier must be provided free of charge, fully completed, and properly signed.

2. The supplier must inform us immediately if any part of a delivery is subject to export restrictions.

3. Suppliers from the EU are obligated to provide us with long-term supplier declarations within 30 days of order acceptance and then annually.

§ 12 Withdrawal and Liability

1. The supplier’s statutory rights of withdrawal remain unaffected.

2. We are fully liable only for intentional misconduct and gross negligence as well as for injury to life, body, or health. In the case of slight negligence, our liability is limited to the foreseeable, contractually typical damage for breach of essential contractual obligations.

3. Beyond that, EndoControl’s liability is excluded, regardless of the legal basis.

§ 13 Place of Performance, Jurisdiction, Applicable Law

1. The place of performance is the registered office of EndoControl.

2. The place of jurisdiction is the registered office of EndoControl, provided the supplier is a merchant.

3. German law exclusively applies. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

§ 14 Other Provisions

1. Amendments to the contract must be made in writing.

2. If individual provisions are invalid, the remaining provisions shall remain unaffected. The contracting parties undertake to replace the invalid provision with one that serves the economic purpose of the invalid provision.

3. EndoControl processes all data of the supplier in accordance with the applicable data protection regulations.