I. Validity/Offers
1. These general conditions of sale and delivery apply to all agreements and other services – including any arising in the future. We shall not be bound by any conditions of the Purchaser even if we have not explicitly objected to them a second time upon receipt by us.
2. Our offers shall be subject to change without notice. Any agreements, in particular verbal collateral agreements, pledges, guarantees or other assurances shall have no binding effect until confirmed by us in writing.
3. The documentation belonging to the offer – as well as the information provided on this Internet website – shall not constitute data regarding condition, promises of features or guarantees, unless they are specifically or in writing designated as such.

II. Prices
1. Unless otherwise agreed, our prices shall apply ex Nuremberg excluding packaging, plus Value Added Tax in each case.
2. If the goods are delivered in packaged form, we shall charge for the packaging at the indicated price; within the scope of the statutory regulations, we shall take back any packaging supplied by us, if it is returned to us carriage-free by the Purchaser within a reasonable period.
3. Any prices and conditions quoted in the Internet website may change as a result of price increases or data-acquisition errors. The conditions provided in the order confirmation shall therefore prevail. Should these have changed in any way, the contract can be cancelled by the Purchaser directly after receipt of the order confirmation. We reserve the right at all times to reject any contracts.

III. Payment and offsetting
1. Our invoices shall be due and payable within 14 days without any cash discounts from the date of the invoice. Payment shall be made within this period in such a manner that the amount required to settle the invoice is placed at our disposal no later than on the due date, irrespective of whether the Purchaser has or has not already received the goods to be supplied by us. The Purchaser shall be deemed to be in default no later than 10 days after our claim falls due, without a separate notice of default needing to be served.
2. Any counter claims not validly established or disputed by us shall not entitle the Purchaser to either retention or offsetting.
3. Should the date on which the payment is due be exceeded, and at the latest from the time of default, we shall be entitled to demand payment of interest amounting to 8% points above the currently applicable base rate. The right to claim further default damages remains reserved.
4. If after conclusion of the agreement it becomes clear that payment is jeopardised by inadequate ability to perform on the part of the Purchaser, we may use the rights under Art. 321 BGB [German Civil Code] (Plea of Uncertainty). We shall then also be entitled to fix a due date for all claims not barred by the statutes of limitation under any current business transaction that may exist with the Purchaser. In case of default of payment we shall likewise be entitled to retain goods. The Purchaser can avert all such legal consequences by payment or provision of security in the amount of our jeopardised claim to payment. The terms of the Insolvency Regulations shall remain unaffected by the above provisions.
5. Any other costs incurred on the part of the Purchaser in connection with the production of the goods to be supplied by us, such as for instance dentist’s fee for the production of an appropriate cast, shall be charged in their entirety to the Purchaser.
6. The provisions referred to above, in particular the provisions on the due date and payment, shall also apply to the request for the dispatch box and payment of the nominal fee.

IV. Delivery periods
1. Delivery periods and delivery dates shall be deemed to be complied with, if the item to be supplied has left our premises upon expiry of the delivery period/date.
2. Delivery periods shall be extended as deemed reasonable in the case of measures within the scope of industrial disputes, in particular strike and lockout as well as on occurrence of unforeseeable obstacles that are beyond our volition and our sphere of control, where such obstacles are proved to have substantial influence on the production or delivery of the item to be supplied. The same shall also apply, should such circumstances occur with our suppliers. We shall notify the Purchaser of such circumstances without delay. These provisions shall apply to delivery dates mutatis mutandis. If the performance of the agreement should be deemed unreasonable for any of the parties, the said party shall to this extent be entitled to withdraw from the agreement.
3. As a general rule, we assume that the goods ordered by the Purchaser can be delivered within a period of six weeks of the order being placed and of payment. However, this prospect of a delivery date shall not yet constitute a delivery period or a delivery date. Delivery periods and delivery dates shall not apply until explicitly confirmed as such by us in writing.
4. Should it emerge after dispatch by the Purchaser of the relevant documents and items to us that upon notification of a binding delivery date/period by us it is impossible to observe the delivery period/date on account of shortcomings in the documents or items sent by the Purchaser, then we shall immediately notify the Purchaser to this effect. In such case, the stated delivery period/date shall be deemed to be rescinded.

V. Retention of title
1. Any and all goods supplied shall remain our property (goods subject to retention of title) until fulfilment of all claims under this business transaction, on any legal grounds whatsoever, including any future or conditional claims.
2. The Purchaser shall notify us forthwith of any distraint or other impairments by third parties.

VI. Performance of deliveries
1. If so requested, we shall send the Purchaser the necessary dispatch boxes and documentation, such as the correspondence for the dentist taking the cast, etc., upon receipt of the request and of the appropriate nominal fee in one of our accounts. If the principal agreement becomes effective, we shall set off the nominal fee itself against the value of the order, so that no additional costs are incurred for sending the dispatch boxes if the principal agreement does take effect. If the dispatch boxes are not returned to us or are returned to us without the principal agreement coming into effect, we shall retain the nominal fee.
2. The goods ordered by the Purchaser shall be produced on the basis of the models furnished, which are made from the cast taken by the dentist selected by the Purchaser.
3. The ordered goods shall be returned by us with appropriately prepared dispatch packaging materials. On handing the goods over to a forwarding agent or haulage contractor, but no later than on leaving the warehouse in Nuremberg or – in the case of deliveries direct from our suppliers – the supplying plant, the risk for any and all transactions, including pre-paid and carriage-free deliveries, shall pass to the Purchaser. We shall attend to insurance only as instructed by and at the expense of the Purchaser.

VII. Liability for defects
1. In the case of justified, immediate notification of defects, we shall have the option of rectifying the defect or supplying an item free from defects (supplementary performance). In the event of failure or refusal of supplementary performance, the Purchaser shall be entitled to reduce the purchase price or, after a reasonable period has been set and expired to no avail, to withdraw from the agreement. If the defect is not substantial, the latter shall be entitled only to redhibition.
2. Any expenses associated with supplementary performance shall only be assumed by us to the extent that they are reasonable in any single case, in particular in relation to the purchase price of the goods. We shall not assume any expenses arising as a result of the sold goods being moved to a place other than the commercial domicile or branch office of the Purchaser, unless this is consistent with their contractual use.
3. Where the Purchaser does not give us any opportunity to convince ourselves of the defect, or in particular does not, upon request, place the rejected goods or samples thereof at our disposal, the Purchaser cannot claim any defects in the goods.
4. Any further claims pursuant to Sec. VIII shall be excluded. This shall apply in particular to any claims to compensation for damage that has not occurred to the goods themselves (damage consequent upon the defect).
5. When assembling the goods supplied by us, the Purchaser shall use only the original parts provided by us to attach our goods to the lung machine in the possession of the Purchaser. At the same time, the Purchaser shall observe the notes drawn up by us and enclosed with the goods for attaching the goods to the lung machine. No defects may be claimed in case of failure to observe the notes or use of any parts other than those sent by us. We expressly point out that the functioning of the goods supplied by us depends on the use of the parts supplied by us in compliance with our notes.
6. Any variations in colour from the colours shown on this Internet website shall not constitute grounds for claiming a defect.
7. We would like to point out that the ordered goods are specially made.  This means that the ordered goods cannot be exchanged or returned under any circumstances, except in accordance with the statutory warranty regulations.  In variance from the warranty regulations mentioned, and after the ordered goods have been dispatched (the decisive factor is their being sent from our company), we grant a three-year warranty against biting through the mouthpiece when it is being properly used; in this case we are obliged to exchange the goods at our expense.
8. The goods supplied by us are hand-made to particular specifications, so that the surface finish cannot be compared with that of mechanically produced mouthpieces for lung machines for divers. The surface finish does not present any defects.

VIII. General limitation of liability and statutes of limitation
1. We shall only be liable for violation of contractual and noncontractual obligations, in particular for impossibility, delay, default in negotiating the agreement and any unauthorised action – including for any other servants or agents – in cases of deliberate intent and gross negligence, limited to such damage typical of the agreement foreseeable on conclusion of the agreement.
2. These restrictions shall not apply in the case of culpable violation of substantial contractual obligations, where achievement of the object of the agreement is jeopardised, in cases of mandatory liability under the Product Liability Act, in case of damage to life, physical injury or damage to health, not even when and if the defects in the goods have been fraudulently concealed or their absence has been guaranteed. The rules regarding the burden of proof shall remain unaffected.
3. Unless otherwise agreed, any contractual claims accruing to the Purchaser against us on account of or in connection with delivery of the goods shall become statute-barred one year after delivery of the goods. In cases of supplementary performance, the limitation period shall not commence anew.

IX. Copyrights
1. We reserve the ownership right and copyright in and to cost estimates, designs, drawings and other documents. They may only be made available to third parties with our consent. Any drawings and other documentation belonging to offers shall be returned upon request.
2. Where we have supplied items in conformity with drawings, models, patterns or other documentation handed over by the Purchaser, the latter shall assume responsibility for proprietary rights of third parties not being infringed. Should third parties forbid us in particular to manufacture or supply such items referring to proprietary rights, we shall be entitled to discontinue any further activities in this respect and to demand compensation in case of default on the part of the Purchaser – without being obliged to examine the legal position. The Purchaser furthermore undertakes to immediately indemnify us against any and all third-party claims in this connection.

X. Place of performance, jurisdiction and applicable law
1. Nuremberg shall be the place of performance for our supplies. Nuremberg shall be the place of jurisdiction for traders.
2. By way of supplement to these terms and conditions, all legal relations between us and the Purchaser shall be subject to German law including the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated 11.04.1980.

XI. Conditions of use of our Internet website
By accessing the Internet website prepared by us, you are deemed to have accepted our conditions of use.

XII. Company data
secudive
Hollerweg 7
D-92348 Berg
Owner: Horst Schneider