Terms and Conditions

1. Applicability of Delivery and Payment Conditions, Data Protection

a) These Delivery and Payment Conditions (hereinafter “Conditions”) govern the business relationship between Angiopro GmbH (hereinafter “we”) and you (hereinafter “Contractual Partner”). They apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 14 BGB.

b) By accepting our offer, these Conditions are also deemed agreed if they were sent to the Contractual Partner with the offer or otherwise brought to their attention before or simultaneously with the offer.

c) These Conditions form the basis of the entire business relationship between us and the Contractual Partner, including future transactions of a related nature.

d) Business or purchasing conditions of the Contractual Partner, regardless of how they are designated, do not apply unless their applicability is expressly agreed in writing.

e) By accepting our offer, the Contractual Partner consents to the processing of their personal data. We refer to the data protection declaration enclosed with the offer.

2. Offer and Formation of Contract

a) Our offer is subject to change and non-binding. The Contractual Partner has the option to place an order within two months of the date of the offer.

b) A contract is only concluded when we confirm the Contractual Partner’s order in writing or in text form within two weeks of receipt. An invoice also constitutes confirmation.

3. Subject Matter of Contract

a) Dimensions, drawings, illustrations and similar representations of the subject matter of the contract serve for illustration purposes and are not binding unless this has been expressly agreed in writing or in text form.

b) The delivery or performance of a subject matter other than the one agreed is permissible if it is at least equivalent and usable in the same way, and if this is reasonable for the Contractual Partner taking into account their legitimate interests.

4. Items and Documents Provided

a) We reserve all ownership, copyright and usage rights to all items and documents provided to the Contractual Partner in connection with the contractual relationship, such as calculations, illustrations, drawings, samples, etc. These items and documents must not be made accessible to third parties unless we give the Contractual Partner our express written consent to do so.

b) If no contract is concluded, the items and documents must be returned to us immediately at the Contractual Partner’s expense upon request.

5. Prices and Payment

a) For a goods value below EUR 500.00 net, freight costs of EUR 55.00 as a flat rate will be charged. Otherwise, delivery is free of freight costs.

b) All prices are ex-warehouse or, in the case of direct shipment, ex-German border or FOB German port of import. Any customs duties and import and export charges shall be borne by the Contractual Partner.

c) If all or individual costs or fees in the offer are shown as a flat rate, this shall be deemed owed upon conclusion of the contract.

d) The purchase price is due four weeks after receipt of the invoice by the Contractual Partner (§ 286 para. 2 no. 1 BGB). The purchase price is to be paid free of charge and exclusively to one of the accounts specified by us. Payment is deemed effected upon receipt in our account. A cash discount deduction is only permissible with a special agreement in written or text form.

e) Partial deliveries and partial services may be invoiced separately.

f) Delivery against advance payment or cash on delivery remains reserved.

g) In the case of call-off contracts, the price may be adjusted on the basis of the price agreed at the time of conclusion of the contract if price changes arise for us.

h) The exercise of rights of retention, set-off or reduction by the Contractual Partner is only permissible if and insofar as they are based on legally established, acknowledged or undisputed claims. Claims of the Contractual Partner pursuant to § 812 BGB remain unaffected. The Contractual Partner is also only entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.

6. Delivery and Performance Time

a) We are entitled to make partial deliveries and partial performances if these are reasonable for the Contractual Partner taking into account their legitimate interests.

b) Unless it is a fixed-date transaction within the meaning of § 286 para. 2 no. 4 BGB or § 376 HGB, delivery dates or periods that have not been expressly agreed in writing as binding are non-binding target dates or estimates. This applies in particular to service and development contracts.

c) The commencement of any agreed delivery periods presupposes the technical clarification and the timely and proper fulfilment of the Contractual Partner’s obligations. The defence of non-performance of the contract remains reserved.

d) If the Contractual Partner is in default of acceptance or culpably violates obligations to cooperate, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the subject matter of the contract passes to the Contractual Partner at the time at which the Contractual Partner is in default.

e) In the event of delay, except in cases of intent or gross negligence or injury to life or health of a person or breach of essential contractual obligations (cardinal obligations), the Contractual Partner may claim a lump-sum delay compensation of 3% of the respective delivery value for each completed week of delay, but no more than 15% of the delivery value.

f) Otherwise, the statutory claims and rights of the purchaser due to a delay in delivery remain unaffected.

7. Shipment

a) If the subject matter of the contract is dispatched to the Contractual Partner at their request, the risk of accidental loss or accidental deterioration of the subject matter of the contract passes to the Contractual Partner upon loading for dispatch, at the latest upon leaving the warehouse or factory. This applies regardless of whether the dispatch takes place from the place of performance or who bears the freight costs.

b) Loading and dispatch are uninsured unless expressly agreed otherwise in writing. If insurance is agreed, the costs thereof shall generally be borne by the Contractual Partner.

c) We will endeavour to take into account the Contractual Partner’s wishes regarding the type and route of dispatch. Any additional costs thereby incurred shall be borne by the Contractual Partner.

d) We are not obliged to take back empty packaging, with the exception of pallets. The Contractual Partner organises disposal at their own responsibility and expense. This does not apply to deliveries to private end consumers within the meaning of § 6 VerpackV.

e) If dispatch is delayed at the request of the Contractual Partner or otherwise without our fault, we shall store the subject matter of the contract at the risk and expense of the Contractual Partner. In this case, the notification of readiness for dispatch to the Contractual Partner is equivalent to loading for dispatch or leaving the warehouse or factory within the meaning of clause a).

8. Securities, Retention of Title

a) We are entitled to demand advance payments, deposits and/or securities for the fulfilment of the Contractual Partner’s obligations under the contractual relationship, in particular in the form of an irrevocable, unlimited, unconditional, jointly and severally liable guarantee from a German credit institution. We are entitled to terminate the contractual relationship extraordinarily if the Contractual Partner is in default with an advance payment, a deposit and/or a security deposit. Claims for damages remain reserved.

b) We retain title to the delivered subject matter of the contract until full payment of all claims arising from the contract. This also applies to all future deliveries, even if we do not always expressly refer to this. In the case of current invoices, the reserved title serves as security for the balance claim. We are entitled to take back the subject matter of the contract if the Contractual Partner behaves contrary to the contract.

c) The Contractual Partner is obliged to treat the subject matter of the contract with care as long as title has not yet passed to them. In particular, they are obliged to insure it adequately at their own expense against theft, fire and water damage at replacement value. If maintenance and inspection work is required, the Contractual Partner must carry this out in a timely manner at their own expense. As long as title has not yet passed, the Contractual Partner must notify us immediately in writing if the delivered subject matter of the contract is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the Contractual Partner shall be liable for the loss incurred by us.

d) The Contractual Partner is entitled to resell the reserved goods in the ordinary course of business. The Contractual Partner hereby assigns to us the claims against the purchaser arising from the resale of the reserved goods in the amount of the purchase price agreed with us (including costs and VAT). This assignment applies regardless of whether the subject matter of the contract has been resold without or after processing. The Contractual Partner remains authorised to collect the claim after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not 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 or payment has not been suspended.

e) The processing or transformation of the subject matter of the contract by the Contractual Partner is always carried out in our name and on our behalf. In this case, the expectant right of the Contractual Partner to the subject matter of the contract continues in the transformed item. If the subject matter of the contract is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of the subject matter of the contract to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing occurs in such a way that the Contractual Partner’s item is to be regarded as the main item, it is agreed that the Contractual Partner transfers co-ownership to us on a pro-rata basis and keeps the sole ownership or co-ownership thus created for us. To secure our claims against the Contractual Partner, the Contractual Partner also assigns to us such claims as arise against a third party through the connection of the reserved goods with a property; we accept this assignment now.

f) The Contractual Partner is not entitled to pledge or transfer the reserved goods to third parties by way of security. In the event of imminent access by third parties to the reserved goods, in particular seizures, the Contractual Partner is obliged to inform us immediately and to support us in asserting and enforcing our property rights.

g) We undertake to release the securities to which we are entitled at the request of the Contractual Partner to the extent that their value exceeds the claims to be secured by more than 20%.

9. Warranty and Notice of Defects, Recourse / Manufacturer’s Recourse, Liability

a) The purchaser’s warranty rights presuppose that they have duly fulfilled their obligations to inspect and give notice pursuant to § 377 HGB.

b) Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of faulty or negligent handling, excessive use, unsuitable equipment, defective construction work, unsuitable ground or due to special external influences which are not assumed under the contract. If the Contractual Partner or third parties carry out improper repair work or modifications, no claims for defects shall exist for these and the resulting consequences.

c) Claims for defects become statute-barred 12 months after delivery of the subject matter of the contract delivered by us to the Contractual Partner. For claims for damages in cases of intent and gross negligence and in cases of injury to life, body and health based on an intentional or negligent breach of duty by us, the statutory limitation period applies. Insofar as the law pursuant to § 438 para. 1 no. 2 BGB, § 445 b BGB and § 634a para. 1 BGB mandatorily prescribes longer periods, these periods shall apply. Our consent must be obtained before any return of goods.

d) Should the delivered subject matter of the contract, despite all due care, have a defect that already existed at the time of the transfer of risk, we will, subject to timely notification of defects, repair or replace the subject matter of the contract at our discretion. We must always be given the opportunity to remedy the defect within a reasonable period. Subsequent performance is deemed to have failed with the second unsuccessful attempt, unless further attempts at repair are reasonable and can be expected of the Contractual Partner. The Contractual Partner can only assert further warranty rights if and insofar as subsequent performance has failed. If subsequent performance fails, the purchaser may withdraw from the contract or reduce the remuneration. Recourse claims remain unaffected without restriction.

e) Claims of the Contractual Partner for expenses required for the purpose of subsequent performance are excluded insofar as the expenses increase because the subject matter of the contract has subsequently been taken to a location other than the Contractual Partner’s place of business, unless the transfer corresponds to its intended use.

f) Recourse claims of the Contractual Partner against us only exist insofar as the Contractual Partner has not made any agreements with their purchaser that go beyond the statutory mandatory warranty claims.

g) Our liability is excluded. This does not apply in the case of intentional or grossly negligent breach of duty by us or our vicarious agents; if we have guaranteed a specific quality of the subject matter of the contract or fraudulently concealed a defect; in the case of injury to life, body or health of a person; insofar as the damage is based on a breach of cardinal obligations.

10. Miscellaneous

a) This contract and the entire legal relationships between the parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

b) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office (Speyer), unless the order confirmation provides otherwise.

c) All agreements between the parties shall be recorded in writing. There are no oral collateral agreements. Amendments and supplements to the contract require written form to be effective. This also applies to the cancellation of or waiver of the written form requirement.

d) Should one or more provisions of the contract be or become invalid for any reason, this shall not affect the validity of the remainder of the contract. The parties are obliged to reach an effective agreement that comes as close as possible to the economic purpose of the invalid provisions. The same applies to any gaps in the contract.