Terms and Conditions
Terms and Conditions

1. Offer and Formation of the Agreement
Our offers are non-binding and subject to change without notice. These Standard Business Terms and Conditions (“T's & C's”) shall apply to all future offers and contracts, even in the absence of any subsequent express agreement to that effect, provided always that no diverging stipulations have been negotiated in general (e.g. in a framework agreement) or in an individual case and agreed to in writing. Any ancillary oral agreements, modifications of or amendments to stipulations laid down in writing (including these T's & C's) shall require our written confirmation in order to be effective. All supplies made by us are only performed on the basis of these T's & C's. The T's & C's shall be deemed to have been accepted no later than at the time when the customer's order is received by us or when the goods or services we supply are received by the customer, which ever happens earlier. Where counter-confirmations by customers contain a reference to their own T's & C's, such customer's T's &C's shall not become binding, even if we do not expressly object.
The minimum amount fr orders submitted to us shall be 100.00 EUR.

2. Documentation
Data, information and descriptions (e.g. performance figures) regarding our products and services contained in catalogues, drawings, product descriptions etc. shall only be approximate figures; they shall be binding only if expressly and individually agreed upon in writing.

3. Reservation of Modifications
To the extent the value of the goods is not reduced and taking into regard the interests of the buyer, we shall always be entitled to modify our products and/or our production processes.

4. Prices
Our price quotations are non-binding and FOB Nuremberg, free of freight, packaging and sales tax, unless otherwise stated in writing. Our prices shall always be based upon our general price list which is in effect at the time the respective order is received by us. Where upon the customer's wish the deliveryof products ordered shall be made more than four months after submitting the order or where there are permanent supply contracts, we reserve the right to increase our prices adequately in case of an increase in wages and/or general prices for raw and other materials to the extent such increases were not foreseen at the time the contract became effective.

5. Payment
Our invoices shall be payable in full within 30 days after the invoice date. In case of domestic customers and where payment is made within 14 days following the invoice date, we will accept a two-per cent discount of the price for products and/or services. With respect to cheques, payment is not deemed to have been made until the cheque has been finally honoured. In all cases, payment shall have been effected on the day when the respective transfer has been irrevocably booked on one of our bank accounts.
If the customer defaults, we shall be entitled to demand interest at 8 per cent above the base interest rate of the European Central Bank from that time on and, not requiring a reminder to be served upon the customer. All bank charges shall befor the account of the customer.The customer shall be entitled to set off, withhold payment or reduce payment only if his counterclaims have been finally adjudicated or if and to the extent they are uncontested.

6. Delivery Times and Deadlines for Performance
All deliveries are exclusively performed under retention of title for the customer's account and at his risk.
We shall not be responsible for delivery or service delays caused by force majeure or events that significantly impede or prevent delivery for more than just a short period of time (including strikes, lock-outs, interruption of operations, lack of supply of raw materials, war-like events), even if such events affect our suppliers or their suppliers and even if binding deadlines and time limits have been agreed upon. Such events shall entitle us to postpone delivery or performance for the duration of the hinderance plus the necessary re-start time. Where such events make a performance of our services or supplies reasonably impossible, we shall be entitled to rescind in whole or in part the segment of the contract that has not been fulfilled and, as a result thereof, we shall not be under an obligation to pay any damages. Partial deliveries shall always be permitted, unless otherwise individually agreed in writing or where such partial deliveries or partial services are of no interest or unacceptable to the customer.

7. Retention of Title
We retain title to the delivered goods until all claims arising from the business relationship with the customer have been satisfied, including ancillary claims, claims for compensation of damages and payment of cheques and bills of exchange.
The customer may dispose of the goods subject to retention of title in the ordinary course of business provided that and as long as he timeously fulfils his obligations arising from the business relationship with us.
In case the goods subject to retention of title are resold by the customer, the customer already now assigns to us - with limitation to the amount invoiced for the goods subject to retention of title - all claims arising from the resale including claims for compensation of damages to be provided by third parties, security interest and ancillary rights including cheques and bills of exchange. We hereby accept such assignment. The customer has no right to pledge the goods subject to retention of title, transfer title to them by way of security or otherwise put a lien on them. The customer must inform us without undue delay ("unverzüglich") of any execution levied by a third party upon the goods subject to retention of title or the claims assigned to us or other security provided to us, specifying the documents required for intervention; the same applies in the case of any other encroachment whatsoever.
We undertake to release security to which we are entitled under the preceding provisions at the customer's request to the extent that the invoice value of the goods title to which was transferred to us by way of security exceeds our claims to be secured thereby by more than 20 %. We may, in or sole discretion, choose the goods to be released.
If and to the extent that the retention of title should be invalid under the foreign law of the country where the delivered goods are located, the customer is to provide equivalent security to us upon request. If the customer fails to do so, we may claim immediate payment of all outstanding invoices.

8. Rescission Rights
We shall be entitled to rescind the contract if after the conclusion of the contract we become aware of circumstances that call the customer's credit worthiness into question, particularly if a cheque issued by him is not honoured or if the customer suspends payments.

9. Warranty
The customer must examine the goods received without undue delay and where the customer is not a commercialentity, such examination must take place within seven calendar days following receipt of the goods. The goods shall be deemed approved if we have not received a written notice of defect within ten working days following the delivery or, where defects could not be detected in the course of an adequate and proper examination, if the notice of defect has not been received within three months following receipt of the goods by the customer. If the customer is not a commercial entity, a term of six months shall apply instead of the aforementioned three-months' term.
If the customer's notification of defect is justified and received in time, we shall, at our option and expense, replace the defective goods by non-defective goods or, taking into regard the customer's justified interests, remedy the defect. Where the supply of substitute goods or the attempt to remove a defect remain without success, the customer shall be entitled to rescind the contract or claim for a reduction of the purchase price.
To the extent and as long as the customer does not give us the opportunity to inspect the alleged defective goods, and where in particular he does not make accessible to us those goods or samples thereof, his rights and claims resulting from alleged defects or deficiencies shall be excluded. All further claims shall be excluded or limited according to the stipulations contained in Sect. 10 of these T's & C's. This in particular applies to claims for indirect and consequential damages. Where contractually guaranteed qualities are not complied with, we shall only be liable to the extent that such contractual guarantees had the particular purpose to protect the customer against the damage that actually has occurred.
Our warranty terminates automatically if the goods supplied by us are being processed, modified or improperly treated or stored.
Sterile and non-sterile products are (unless otherwise marked) only for one-time use and they must be inspected for their packaging to be proper, intact and the product itself must be inspected for its proper condition before applying the products to a patient. Responsibility for reprocessing and re-use lies with the customer and we do not recommend such reprocessing and re-use from a medical and hygienic view.

10. Damages
Notwithstanding stipulations to the contrary within these T's & C's, we shall be liable for damages – whether contractual or non-contractual (e.g. in torts) – only where we have been acting intentionally or with gross negligence. The foregoing exclusion shall not apply to the violation of essential contractual duties (cardinal duties). Unless we have caused damage intentionally, our liability shall not apply to damages that could not reasonably be expected as a consequence of the very business and for which the customer is insured or can reasonably be expected to be insured. The foregoing exclusions and restrictions shall not apply where the German Product Liability Act or other legal provisions provide for special liability (in particular for injury of life and body).

11. Place of Performance, Legal Venue, Applicable Law
Place of performance shall be Nuremberg, Germany. The courts having jurisdiction over Nuremberg shall have exclusive competence to decide any disputes between ourselves and our customers. At our option, we shall have the right to start legal action against our customer also before the courts having jurisdiction over his place of business. German law shall apply to all legal relationships between ourselves and our customers.
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