1. Scope of application
1.1 These sales and delivery conditions apply to the sale, delivery, performance and offers of “products” or “goods” by Hollmann Medical GmbH (hereinafter “Hollmann Medical”) to professional circles within the meaning of Section 3 no. 2 of the German Medical Devices Implementation Act (MPDG), i.e. to members of the healing professions, members of the healing trade or members of institutions serving health, as well as other persons who manufacture, test, place on the market in the exercise of their profession, implant, put into operation, operate or use medical devices (hereinafter “customers”).
1.2 These GTC also apply to legal entities under public law or special funds under public law within the meaning of Section 310(1) sentence 1 of the German Civil Code (BGB).
1.3 The following terms and conditions for contractual relationships with customers also apply to all future business relationships with them, even if they are not expressly agreed again. Counter-confirmations by the customer referring to their own purchasing conditions are hereby expressly rejected.
1.4 They apply in addition to the General Terms and Conditions of Hollmann Medical GmbH for the provision of brokerage services, which can be viewed here.
2. Offers and conclusion of contracts
2.1 The purchase contract is concluded by a purchase contract signed by Hollmann Medical and the customer, by an order confirmation from Hollmann Medical, or at the latest by complete delivery.
2.2 If the customer does not accept the purchased product, Hollmann Medical is entitled to withdraw from the purchase contract and to demand compensation for the damage incurred.
2.3 Offers are subject to change.
3. Prices
3.1 The prices of Hollmann Medical are net prices and apply to the European area and do not include packaging, shipping and loading costs unless agreed otherwise in the delivery contract.
3.2 The value added tax applicable at the time the contract is concluded will be charged in addition.
3.3 Hollmann Medical is bound by agreed prices for 4 months. If delivery takes place more than 4 months after the conclusion of the contract, Hollmann Medical is entitled to charge the prices generally applied on the market by Hollmann Medical at the time of delivery.
4. Shipping, transfer of risk
4.1 Hollmann Medical partly uses vicarious agents to fulfil its contractual obligations, predominantly the manufacturers of the products and wholesalers. Shipment to the customer is carried out by the vicarious agent on behalf of Hollmann Medical. The risk passes to the customer as soon as Hollmann Medical has handed the consignment over, through the vicarious agent, to the person carrying out the transport, or the product has left the warehouse of Hollmann Medical or that of a sub-supplier for the purpose of dispatch.
4.2 If shipment is delayed at the customer's request, the risk passes to the customer upon notification that the goods are ready for dispatch. The same applies in the event of the assertion of rights of retention. In this case, Hollmann Medical is entitled to charge a reasonable storage fee.
4.3 Hollmann Medical is entitled to make partial deliveries and corresponding partial invoices within the stated delivery periods.
4.4 In the event of partial default or partial impossibility, the customer may only withdraw from the entire contract and/or demand damages for non-performance of the entire obligation if the customer has no interest in partial performance of the contract.
4.5 If Hollmann Medical is unable to deliver the agreed product through no fault of its own because the supplier of Hollmann Medical does not fulfil its contractual obligations, Hollmann Medical is entitled to withdraw vis-à-vis the customer. However, this right of withdrawal only exists if Hollmann Medical has concluded a congruent covering transaction with the relevant supplier (binding, timely and sufficient order of the goods) and is not otherwise responsible for the non-delivery of the goods. In such a case, Hollmann Medical will inform the customer without delay that the ordered goods are not available. Any payments already made by the customer will be refunded without delay.
5. Force majeure, strikes, etc.
5.1 In the event of force majeure or other unforeseeable, exceptional circumstances for which Hollmann Medical is not responsible – e.g. operational disruptions, strike, lockout, official measures, quarantine orders, difficulties in supply, delays in the delivery of essential materials, etc. – even if they occur at an upstream supplier – a delivery period agreed with Hollmann Medical is extended by a reasonable amount if Hollmann Medical is thereby prevented from fulfilling its obligations on time.
5.2 If delivery becomes impossible due to the circumstances mentioned, Hollmann Medical is released from the delivery obligation. The same applies in the event of unreasonableness. Hollmann Medical may only invoke this if Hollmann Medical notifies the customer of the aforementioned circumstances without delay. If the aforementioned events last longer than 3 months, both Hollmann Medical and the customer are entitled to withdraw from the contract. A partial delivery that has been made is deemed to be an independent transaction.
5.3 In the event of the aforementioned circumstances, the customer is not entitled to any further rights, in particular claims for damages, against Hollmann Medical. This limitation of liability does not apply where Hollmann Medical is responsible for intent, gross negligence or the slightly negligent breach of a material contractual obligation. Material contractual obligations are all obligations that are material for the type of contract, that are owed under the contract and that are “of eminent importance” for achieving the purpose of the contract. Furthermore, this limitation of liability does not apply in the event of injury to body or health.
6. Payments
6.1 Invoices are to be paid within 10 days of the invoice date without deduction, unless agreed otherwise. In the event of default in payment, Hollmann Medical is entitled to charge default interest at the statutory rate on overdue invoice amounts. Hollmann Medical reserves the right to assert higher damages caused by default.
6.2 The customer may only offset claims that are undisputed, recognised by Hollmann Medical or legally established. The customer may only exercise rights of retention if the claims result from the same contractual relationship.
7. Material defects
7.1 The customer must report all identifiable defects after receipt of the goods, at the latest within 7 working days.
7.2 Hidden defects that cannot be found even after prompt inspection may only be asserted against Hollmann Medical if the notice of defect reaches Hollmann Medical within 6 months after the product has left the supplying works.
7.3 In the case of justified complaints, Hollmann Medical is obliged, at its own discretion, to remedy the defect or to deliver a replacement.
7.4 If the customer does not give Hollmann Medical the opportunity to satisfy itself of the defect, in particular if, upon request, the customer does not make the product complained about or samples of it available without delay, all warranty claims lapse.
7.5 Complaints regarding partial deliveries do not entitle the customer to refuse the remaining delivery.
7.6 These conditions also apply to the delivery of goods other than those contractually agreed.
8. Voluntary return
8.1 Hollmann Medical takes back unused goods in their original packaging within 14 days of receipt of the goods without stating reasons, provided they are not custom-made items. After the return has been announced by telephone, Hollmann Medical arranges for the goods – carefully packed by the customer in additional break-proof packaging – to be collected by a parcel service. Consignments sent to Hollmann Medical carriage forward will not be accepted. In the case of a justified and proper return of the goods, Hollmann Medical refunds the invoice amount less shipping costs, costs for packaging and insurance and other expenses incurred by Hollmann Medical. Hollmann Medical expressly reserves the right to offset the refund amount against outstanding claims of Hollmann Medical against the customer or against claims from future orders.
8.2 Return is excluded if the product/goods have already been used and in particular if they have not been used as intended (even once). This is the case, for example, for the use of devices intended for human medicine in veterinary practices or in the private sphere.
8.3 Problems with returned goods: Hollmann Medical reserves the right to refuse a refund and to reclaim any shipping costs for the return of the goods from the customer if Hollmann Medical determines that the product/goods have been damaged after delivery to the customer, that the product/goods have been handled incorrectly or not used in accordance with the instructions, that the product/goods have been used for an inspection, or that the problem is not attributable to normal wear and tear.
9. Retention of title
9.1 The goods/the product remain the property of Hollmann Medical until all claims against the customer arising from the business relationship have been satisfied; this applies in particular to full payment for the services.
9.2 Pledging, transfer by way of security, transfer in exchange or resale is prohibited. The customer bears any costs of intervention.
9.3 In the event of attachments by third parties – including after mixing or processing – as well as any other impairment of the rights of Hollmann Medical to the goods subject to retention of title by third parties, the customer must notify Hollmann Medical immediately in writing and inform the third party of the retention of title of Hollmann Medical without delay.
10. Warranty
10.1. If the contract is a commercial transaction for both parties, identifiable defects must be reported in accordance with Section 377 of the German Commercial Code (HGB) without delay, at the latest within 7 days of receipt of the goods, immediately after their discovery. Packaging must be checked for proper condition immediately after delivery of the goods and any defects identified must be reported to Hollmann Medical within 7 working days at the latest. The customer must have any damage identified to the packaging confirmed in writing by the carrier upon delivery.
10.2. In all other respects, the customer must report all identifiable defects after receipt of the goods, at the latest within 7 working days.
10.3. Hidden defects that cannot be found even after prompt inspection may only be asserted against us if the notice of defect reaches Hollmann Medical within 6 months after the product has left the supplying works.
10.4. The goods complained about must be kept available for inspection by us and must be stored and handled properly in a manner appropriate to the product for this period.
10.5. In the case of justified complaints, Hollmann Medical is obliged, at its own discretion, to remedy the defect or to deliver a replacement. The customer is only entitled to withdraw from the contract, insofar as withdrawal is not excluded by law, or to reduce the purchase price after a reasonable period set by the customer for subsequent performance has expired without result, unless setting such a period is dispensable under the statutory provisions. If the customer does not give Hollmann Medical the opportunity to satisfy itself of the defect, in particular if, upon request, the customer does not make the product complained about or samples of it available without delay, all warranty claims lapse.
10.6. Complaints regarding partial deliveries do not entitle the customer to refuse the remaining delivery.
10.7. Samples and specimens as well as the information in brochures and online on the website of Hollmann Medical only reflect the average condition and quality of the goods. Customary or reasonable deviations of the delivered goods from these do not constitute a defect and cannot be the subject of a complaint. Anything to the contrary only applies subject to a corresponding agreement.
10.8. These conditions also apply to the delivery of goods other than those contractually agreed.
11. Limitations of liability
11.1. Hollmann Medical is liable without limitation for damage caused intentionally or through gross negligence by Hollmann Medical or by its legal representatives, senior employees or ordinary vicarious agents.
11.2. In cases of slightly negligent breach of material contractual obligations, the liability of Hollmann Medical is limited to the damage that must typically be expected to arise within the framework of the respective contractual relationship (damage typically foreseeable for the contract). This also applies to slightly negligent breaches of duty by the legal representatives, senior employees or ordinary vicarious agents of Hollmann Medical. Material contractual obligations are all obligations that are material for the type of contract, that are owed under the contract and that are “of eminent importance” for achieving the purpose of the contract.
11.3. The above limitation of liability does not apply in cases of fraudulent intent, in the case of injury to body or health, for the breach of guarantees or for claims under product liability law.
12. Transfer of rights and obligations to a third party
Hollmann Medical is entitled to transfer the rights and obligations arising from the contractual relationship in whole or in part to a third party without prior notice.
13. Place of performance, place of jurisdiction, applicable law, contract language
13.1. The place of performance for all claims arising from the contractual relationship between Hollmann Medical and the customer is Meinerzhagen.
13.2. Insofar as the customer is also a full merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the registered office of Hollmann Medical is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
13.3. These GTC are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
13.4. The place of jurisdiction for all disputes arising from the brokerage services of Hollmann Medical is Meinerzhagen, insofar as such an agreement on jurisdiction is permissible.
14. Data protection
The data protection provisions of Hollmann Medical apply, available at https://www.hollmann-medical.com/en/privacy-policy/
15. Final provisions – severability clause
If a provision of these GTC or of other contractual agreements proves to be invalid or becomes invalid due to a subsequent development, the remaining provisions remain unaffected. An invalid provision or any gap in the provisions shall be replaced by the statutory rules.
16. Miscellaneous
Amendments or additions to these brokerage conditions must be made in writing. Verbal side agreements are not valid.