As of January 2011
General Business Terms and Conditions Technologie Institut Medizin GmbH
1. Terms and Conditions
1.1 The following provisions govern the business and serve the proper course of business between the Technologie Institut Medizin GmbH (TIM) (hereinafter referred to as TIM) and its customers and suppliers. They apply to all services and supplies, TIM provides to the customer within each relationship. In particular, for all future contracts between TIM and the customer or TIM and supplier. In case of service cases, refer to TIMs Terms of Service.
1.2 The following provisions apply equally well for the TIM divisions "TIM Products" and TIM TestLab".
1.3 There is always the latest version of the General Terms and Conditions applicable.The latest version of the TIMs Terms can be viewed on the Internet site www.tim-gmbh.de/gbt.html, downloaded as a PDF file and printed.
1.4 Other conditions of the customer or oral agreements are valid only if they were recognized by TIM in writing.
1.5 General Business Terms and Conditions also apply with an initial order of the customer, if customer has accepted TIM’s contractual services without contradiction and was pointed to TIMs General Business Terms and Conditions in an order confirmation.
1.6 The offers of the TIM are non-binding. Prices or pricing apply only to the date of issue of order confirmation. An increase of prices will be communicated to the customer immediately. The information entitles the customer to withdraw within two weeks after receipt of the notice as long as there are no contrary arrangements in contracts, contract attachments and written communications.
1.7 Payment will be made, unless otherwise agreed, immediately and without deduction. If a payment is delayed, all other claims from the business relationship are also due immediately. It requires no special information in this regard by TIM. TIM will suspend the supply of goods or services of current orders until full payment. This applies even if delivery dates have been confirmed in writing.
1.8 TIM is entitled to demand default interest. The amount of interest depends on the current base rate of ECB + 5%.
2. Supplies and Services
2.1. TIM provides the only listed in the contract goods and services. Extensions of the scope of delivery and performance require written confirmation from TIM.
2.2. The offers of the TIM are non-binding. A contract comes into existence when TIM has sent a written Order Confirmation to customer or a written Contract was signed by both, the customer and TIM.
2.3. The customer is responsible for transporting the goods from the operation of TIM from responsible and therefore must bear the cost of transportation, including any insurance. The risk of loss passes to the customer at the time when the goods leaves TIM, especially when goods are passed to customer or a carrier (such as shipping, railways, post, etc.) or any other person entrusted by the customer.In case delivery is delayed due fault of customer, the risk of loss passes to the customer by giving notice of readiness of dispatch. TIM will pack the goods to be transported to the best of knowledge and belief and check the output with respect to integrity.
2.4. An agreed delivery time shall be considered if the goods leave the factory until the agreed delivery date or TIM has displayed readiness of dispatch to customer.
2.5. If customer has to provide documents, documentation, permissions, etc. or has to perform other acts of cooperation, period for delivery begins not before the customer fulfilled the obligations undertaken so far. If TIM has named a delivery date, it shifts to the period by which the customer has supplied the documents, records, and / or permits or other cooperative actions delayed or rendered.
2.6 A specified TIM delivery also moves upon the occurrence of cross, of circumstances TIM is not responsible for, such as labor dispute (strike or lockout), governmental or judicial action, as well as events of force majeure (e.g. fire, flood, earthquake, storm damage, etc.). Furthermore, TIM is in the above cases entitled to terminate the contract, unless it is unreasonable for TIM to be recorded to the contract. TIM will inform the customer immediately if any of the above mentioned situations exists.
2.7 Claims for damages for late delivery and compensation are excluded because of failure to perform, unless intentional or grossly negligent.
2.8 The customer must comply the maintenance intervals resulting from the instructions. Furthermore, the customer must check the expiry date always at maturity products and replace them after the expiry date. The above applies in particular for a further delivery of the equipment to the customer's customer.
3.1 The warranty of TIM is based solely on the following conditions. TIM provided goods for the customer in the context of a contract created (especially in development contracts), the following warranty provisions apply only in the time application, in which TIM the goods to customer sent with the request for approval. Until that time, only the statutory general performance failure codes apply.
3.2 TIM ensures that the goods delivered by them are free of defects. The warranty requires that defects or damage to the product due to improper handling, improper storage (especially in weather conditions as well as influences from the environment of the stored goods) or lack of or poor maintenance caused by the customer or by the transport. Furthermore, warranty clauses do not cover normal wear, normal wear or consumption (especially in disposable).
3.3 The warranty period is generally 24 months. The warranty period starts from the date of invoice by the customer to its customers, if the customer is reseller. The warranty period may not extend beyond the end of the 30th Month following the date on which under the statutory provisions, the warranty period begins to run. Should the customer is no reseller of the delivered goods TIM, then the start of the warranty period in accordance with statutory provisions.
3.4 Under warranty, the customer shall have only the right to repair. As part of the repair TIM has the right to remedy the defect or to send a new product. TIM carries with the repair costs, transport, travel, labor and material costs. Transportation and infrastructure costs TIM performs only up to the place to which the goods originally delivered was delivered. The repair will take place in the work of TIM. The customer must send the goods to TIM for the purpose of improvement/repair. If customer fails with this obligation, TIM will be released from its guarantee obligation.
3.5 Unless the repair fails (after the second unsuccessful attempt to repair) or TIM refuses to make these, or the repair for TIM or the customer is unacceptable or the repair is impossible, the customer has the right to reduce the purchase price or compensation or withdraw regarding of defective goods from the contract.
3.6 If the customer is a merchant, the customer has to investigate the supplied devices by TIM without delay following their delivery for obvious and non-obvious defects and damage as well as to shortages now and TIM promptly inform (but not later than 14 days after delivery) in writing in the event that obvious and non-obvious defects, damage or shortages exist. If customer does not inform TIM within 14 days of delivery about shortages or obvious or not obvious damage or defects, all claims of the customer are excluded.If the customer is not a merchant, its’ duty to inspect the goods delivered is subject to the statutory provisions.
3.7 With a return of the equipment supplied by TIM under warranty, the customer must use the TIM special and original shipment packaging to prevent damage in transit.
3.8 Raised claims for damages by the customer against TIM and / or against its employees shall not be permitted and excluded; except for proven indisputable willful or grossly negligent behavior.
4. Permits, comply with legal requirements
4.1. Unless regulatory or other approvals are required, including but not limited to the registration, re-distribution or operation of the goods, etc., the customer will not operate or distribute the equipment without all the required approvals.Therefore customer will seek necessary permits before the re-distribution and / or operation of the product. The customer also needs to consider as part of the distribution or operation of the product, the relevant legal provisions, regulations and other safety regulations. If customer does not comply with obligations incumbent upon him, customer will exempt TIM from all claims resulting from a breach.
4.2. TIM will produce the goods according to the Council Directive 93/42/EC of the European Community, where the owed product falls under the Directive and where the parties have not agreed otherwise.
5. Maturity, payment mode and delay
5.1. If not agreed otherwise between customer and TIM, TIM invoices are immediately due and payable by the customer after receipt.For goods and services from TIM to foreign countries, payment is only accepted by an irrevocable and confirmed letter of credit of a major bank of the Federal Republic of Germany; to be made payable for the benefit of TIM on presentation of the documents in this major bank.Checks, exchanges or other methods of payment will be accepted for processing only. The day of payment by the customer is the day of crediting the amount to the account of TIM. Arising costs for exchanges, checks or other cash costs and / or fees are charged to the customer.
5.2. TIM named prices are exclusive of VAT (if obtained) and packaging. Customer has to bear duties and/or other charges if incurring. If delivery takes place within the European Union, the customer must place his VAT registration number at TIM.
5.3. Delay and default interest are governed by the statutory provisions.
5.4. If the customer is a merchant, the customer is only allowed to set off with legally determined or undisputed claims because of this lien.
5.5. The delivered goods are under the extended reservation of TIM. The ownership of the goods passes to the customer at the date on which all claims (including future) were paid; regardless the legal base of the claims and if customer has made payment on explicit special designated claims. When an account is retained property serves as security for the outstanding balance of TIM.
5.6. Customer is allowed to process and/or edit goods delivered. This is done on behalf of TIM, which is considered as the manufacturer and therefore retains ownership. The processing or handling is free of charge and without obligation for TIM. The same applies if processed, combined or mixed with other non-TIM 'movable objects by the customer. In these cases, TIM has the ownership of the new item in proportion of the invoiced value of the supplied goods by TIM to the customer to the other goods used by the customer at the time of processing, combining or mixing.
5.7. Claims of customer from a resale of goods are transferred to TIM automatically by the conclusion of the contract between the customer and TIM, to secure all, even future claims of TIM regardless of unprocessed or processed goods and regardless whether sold to one or many customers. To collect the assigned claims, the customer shall be authorized after the assignment, unless TIM revokes above authorization to collect. The power of TIM to collect the debt itself remains unaffected. TIM is committed not collect claim as long as customer meets his payment obligations and is not in delay of payment. In this case, customer is - by the request of TIM - committed to name claim of the resale and give name and address of his client. Furthermore, in this case the customer of TIM is obliged to hand over all documents and information to TIM, which is necessary for a collection of the claim, as well as to inform its customers about the assignment.
5.8. The customer is not intended to pledge and / or transfer of ownership of the supplied goods. Seizure and other dispositions by third is to be reported by the customer to TIM immediately.
5.9. If value of securities is exceeded by claims by more than 20%, TIM is committed to release securities of Tim’s choice at the request of customer or affected third.
6.1. For damages of the customer, whatever they result from, TIM is only liable for intent or gross negligence by its legal representatives, officers or agents. This is particularly true in the case of injury at all, beside or pre-contractual obligations in case of default, at defects and damages, for initial inability and subsequent impossibility and tort. The above limitations do not apply to a breach of a contractual duty.
6.2. If TIM is liable for damages, TIM’s liability is limited to a height as damages were predictable for TIM. The liability of TIM in these cases is limited in amount to € 1.000.000, - (one million Euros). This limitation of liability does not apply if the damage is due to the fact that a legal representative or officer of TIM acted willfully or grossly negligent or a cardinal intent was injured by an other agents willfully or grossly negligent. If customer is not a merchant, limitation of liability is also not applicable, if an executive assistant of TIM violated a contractual obligation intentionally or negligently as long it is not cardinal intent.
6.3. The above exclusions and / or restrictions shall not apply in the context of the applicability of the Product Liability Act, in the absence of Votes warranties and damages caused by the loss of life, limb or health.
7.1. In case TIMs Business or Trade secrets are provided or passed to customer by TIM (including Information and knowledge of basic technologies, ways of working, production, new developments, improvements, etc.), customer has to treat them as strictly confidential. Secrets may only be passed to third parties (including employees, supplier, and subcontractor) for the purpose of implementation of a given contract in a scope of the contract required. Furthermore, the customer has to point the third party to the confidentiality accordingly to commit to confidentiality. The confidentiality obligation shall survive the termination of a contract.Moreover, the duty of confidentiality applies to all business and trade secrets, regardless of whether they were marked as confidential or not.
7.2. In any case of violation of Section 7.1. the customer is obliged to pay to TIM a penalty in the amount of€ 25.000, -. The assertion of further damages remains liberty of TIM. The customer has the right to prove that no or only minor damage has occurred.
8. Final Provisions
8.1 The contract is governed by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 and the German conflict of law is excluded.
8.2 Additions and / or changes to a contract must be in writing. This applies equally to the renunciation of the written form requirement.
8.3 If a provision of a contract or these General Terms and Conditions are or become invalid, this shall not affect the validity of the remaining provisions of the contract or these terms and conditions. The invalid provision shall be replaced rather in the way of interpretation of the contract with a legally valid provision that comes close as possible to the economic purpose recognized by the Parties. The same applies for any loopholes.
8.4 If the customer is a merchant, legal person under public law or public law special fund, the exclusive jurisdiction of the headquarters of TIM. Place of fulfillment is in relation to the business the office of the contractor.
8.5 Copyrights: The Software delivered is subject to the licensing conditions of the manufacturer or its representative. As part of the contract the license conditions of the manufacturer or distributor automatically apply. The copyright holder is by law the manufacturer of the software. The customer must take all measures to ensure the protection of copyright.
8.6 If deemed necessary, TIM reserves the right to assign contractual rights information and awareness to eligible suppliers.
8.7 These terms and conditions are sent to customer within each Offer and are available in the internet at www.tim-gmbh.de/gbt.html from this location; PDF file is downloadable and printable.
Technologie Institut Medizin (TIM) GmbH
Erfurter Str. 9 • D-56626 Andernach
Tel. 02632/947090 • Fax 02632/947092
www.tim-gmbh.de • Hier der Linktext