1. The following General Terms and Conditions ("General T&Cs") of Hartmann Orthopädie + Sport GmbH, Auf der Langaar 9, 35684 Dillenburg ("Hartmann OS"), apply to all contracts, deliveries and services, including consultation services, information and the like with businesses ("Customers"). We work exclusively on the basis of our General T&Cs. These apply to all current and future business relationships. Any deviating, conflicting or supplementary general terms and conditions of the Customer do not form part of the contract, even if they are known about, unless we expressly consent to their validity in writing. This also applies, in particular, to third-party logistics and quality regulations.
2. Our offers are subject to change without notice. All agreements become binding only after we have confirmed them in writing. Only the content of our confirmation is decisive for the contractual relationship.
3. The Customer may only transfer rights from the contractual relationship to third parties with our prior written consent.
§2<br/> Offer documents, delivery and delivery period
1. Cost estimates, drawings and other documents and data within the scope of work planning remain our property even when they are dispatched. We reserve all copyrights to these materials. They may not be reproduced or disclosed to third parties without our written consent. This also applies to electronic storage media or other types of data and information carriers.
If an order is not placed with us, we are entitled to request the return of documents and data provided to the Customer.
The documents that form part of our offers and/or our order confirmations, in particular, illustrations, as well as performance and dimensional specifications, are authoritative within the scope of customary deviations in the trade, unless otherwise expressly agreed.
2. We can accept orders within five working days, without any formal requirements. If we do not do so, an order is deemed to have been rejected.
3. Delivery times are non-binding unless otherwise agreed. If we have expressly agreed a delivery time with the Customer, the fulfilment of this delivery obligation by us requires the timely and proper fulfilment of the Customer's obligation. Hartmann OS reserves the right to object to unfulfilled contracts. The delivery period begins with the dispatch of our confirmation of the order, but not before all permits and documents necessary for the execution of the order have been received and all relevant questions have been clarified. The delivery deadline is deemed to have been met if the ordered items are dispatched on time.
4. The Customer can withdraw from the contract if fulfilment of the contract becomes impossible or if we enter into default, provided that we do not execute the delivery within a reasonable grace period set by the Customer. Withdrawal must be declared in writing and immediately after the reason for the withdrawal occurs.
5. Claims for damages by the Customer due to late delivery or non-performance are excluded, unless we are guilty of wilful intent or gross negligence with regard to essential contractual obligations. We do not recognise contractual penalties.
6. If the Customer enters into default of acceptance or is in breach of other obligations to cooperate, we shall be entitled to demand compensation for the damage we incur as a result, including any additional expenses. We shall also be entitled to withdraw from the contract and to demand compensation for non-performance if the Customer is still in default of acceptance. It is not necessary to set a deadline if the Customer definitively refuses to accept the goods.
7. At the discretion of Hartmann OS, goods are delivered within Germany – with the exception of the German islands – by either a shipping service provider or a forwarding agency, or by courier.
Goods with a net delivery value of 250.00 EUR or more are delivered free of charge. In addition, the shipping costs per delivery amount to a flat-rate of 6.90 EUR net.
Special requests by the Customer, such as cash on delivery, must be agreed separately and paid for by the Customer. The same applies to deliveries abroad.
Packaging materials will not be taken back unless we are legally obliged to do so.
8. Partial deliveries are also permitted without the need for any express agreement. Hartmann OS shall bear additional costs incurred for shipping, unless otherwise agreed.
9. The risk passes to the Customer no later than when the shipment leaves our premises. If, despite our readiness for dispatch, the dispatch of goods is delayed for reasons for which we are not responsible, the risk is transferred to the Customer no later than when we are ready for dispatch.
This also applies if partial deliveries are made or if we have taken over other services, such as, e.g., shipping costs or delivery. If an acceptance is to take place, this shall determine when the transfer of risk takes place. Acceptance must take place without delay on the acceptance date, or after we have given notification of readiness for acceptance. The Customer may not refuse delivery of the order due to the presence of a minor defect.
1. The prices are those that apply on the day of entering into the contract.
2. In the absence of a special agreement, and subject to the provisions in § 2 (7), the prices apply ex works. Value-added tax shall be added to the listed prices at the applicable statutory rate.
§4<br/> Payment, default, offsetting and assignment, insolvency protection
1. Unless otherwise agreed, payment of the purchase price must be made within two weeks of invoicing, without deduction, by transfer to our accounts. No early payment discount will be granted.
2. If the Customer is in default, annual default interest shall be payable in the amount of 9 percentage points above the applicable base rate under § 247 of the German Civil Code (BGB), but at least 10% p.a.
3. Offsetting against our claims or corresponding rights of retention of the Customer are excluded, unless these are undisputed or have been conclusively established by a court of law. Assignments are ineffective against us, unless expressly permitted by these General T&Cs or individual agreements. We do not recognise group offsetting clauses.
4. If, following conclusion of the contract, we become aware of an unfavourable financial situation on the part of the Customer or a deterioration in the Customer's financial situation, we shall be entitled to immediate full payment of the purchase price, adequate security or, if the Customer fails to comply with our request, to demand compensation or withdraw from the contract following a previous reminder or the setting of a grace period. This is especially true if we become aware of a reason for insolvency.
§5<br/> Retention of title
1. We reserve title to the purchased item until all claims from the business relationship with the Customer have been paid in full.
2. If the Customer acts in breach of the contract, in particular, in the event of default of payment, we shall be entitled to take back the purchased item. If we take back a purchased item, this only constitutes withdrawal from the contract if we notify the Customer of this in writing. After taking back the purchased item, we are authorised to sell it; the proceeds from the sale are to be offset against the Customer's liabilities, minus reasonable sales costs.
3. The Customer is obliged to handle the purchased items with care.
4. We remain the owner of the goods, regardless of their stage of processing or form. Acquisition of ownership by the Customer under § 950 BGB is excluded. The Customer acquires any property on our behalf and stores all goods for us. If our goods are mixed or combined with movable assets of the Customer, the Customer hereby transfers title or co-title to the mixed or combined objects to us and shall store them carefully for us.
Contractual claims, in particular claims for damages, remain unaffected.
5. The Customer shall notify us immediately of any seizures or other third-party interference so that we may assert our claims in accordance with § 771 of the Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the Customer shall be liable for the costs incurred due to such an action.
6. The Customer is entitled to sell the item in the ordinary course of its business. It hereby already assigns to us all claims, amounting to the final invoice amount (including statutory value-added tax) of our claim, that its incurs towards its customers or third parties as a result of the sale of any contracted goods or any comparable legal relationship. This applies irrespective of whether our goods have previously been processed, mixed or combined with movable assets. We hereby accept this assignment now. The Customer remains entitled, until this entitlement is revoked, to assert this claim even after the assignment. This is without prejudice to our right to collect the claim ourselves. However, we undertake not to collect the claim as long as the Customer meets its payment obligations from the collected proceeds and is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been filed. If, however, such proceedings have been filed, we may demand that the Customer inform us of the assigned claims and their debtors, provide us with all information necessary for their collection, hand over the relevant documents, and inform the debtors of the assignment.
7. We undertake to release any securities available to us at the request of the Customer if the value of the securities that can be realised exceeds the value of the claims to be secured by more than 20%. We shall be entitled to choose the securities to be released.
§6<br/> Assurance of properties and liability for defects
1. The assurance of certain properties is only given if the properties are expressly included in the contract. All images and texts that relate to the goods we offer in shops, in catalogues and on our website represent general and technical descriptions and images that are based exclusively on the statements of the suppliers and manufacturers. They therefore do not represent guaranteed properties with regard to individual products. We reserve the right to improve and optimise the quality of our products. A reference to DIN standards entails a more detailed description of the goods, but provides no guarantee of properties. The delivery of samples or test pieces is non-binding and only represents an assurance of properties if this has been expressly agreed in writing.
2. We have complete confidence in the quality of our products and our quality assurance measures. The performance of quality controls by the Customer or its representatives on our premises requires our prior written consent. We do not assume any costs incurred by the Customer for this.
The statutory warranty rights for transactions that are not commercial purchases remain unaffected.
4. If there is a defect in a purchased item, the Customer is initially only entitled to request supplementary performance in the form of rectification of the defect or the delivery of a new, defect-free item. In the case of rectification of the defect or a replacement delivery, we are obliged to cover all expenditures necessary to complete the subsequent action of supplementary performance, including, in particular, shipment, road, labour and material costs, insofar as these do not increase due to the fact that the purchased item is shipped to a different location than the place of fulfilment.
5. If the supplementary performance fails or we reject it because it is associated with disproportionate costs, the Customer is entitled, at its discretion, to withdraw from the purchase contract or the contract for work and services for the relevant product or to demand a reduction in the purchase price. Our rights due to impossibility of performance remain unaffected. Framework agreements, in particular Secosol® premium partner agreements, remain in place if they are not terminated separately.
6. We are liable only for damage that is due to material defects, insofar as the damage is not based on wilful or grossly negligent actions by our representatives or vicarious agents. Insofar as the Customer does not assert any wilful breach of contract on our part, our liability is limited to foreseeable, typically occurring damage.
7. In the event of a culpable breach of an essential contractual obligation, we shall be liable in accordance with the statutory provisions, whereby the liability for damages is limited to foreseeable, typically occurring damage.
8. If the Customer is otherwise entitled to compensation for damage instead of performance due to a negligent breach of duty, our liability for damages shall be limited to foreseeable, typically occurring damage.
9. Liability as a consequence of culpable injury to life, physical injury or damage to health remains unaffected; this applies equally to compulsory liability under the Product Liability Act (ProdHaftG).
10. Unless otherwise agreed above, liability is excluded.
11. With regard to the statute of limitations for claims for defects by the Customer, the statutory regulation applies.
§7<br/> Intangible rights
1. We do not monitor possible violations of intangible legal interests of third parties, in particular, patents, trademarks, registered designs or copyrights, as well as other industrial property rights – national and international – for goods manufactured according to customer specifications. The Customer is responsible for ensuring that goods manufactured according to its specifications are free of third-party rights. The Customer guarantees this upon placing its order.
2. For our own products, we guarantee that third-party industrial property rights are not violated within Germany. We bear no liability for violations of intellectual property rights in the rest of the EU or in non-EU countries.
§8<br/> Joint liability
1. Any further liability for damages, as provided for in § 6, is excluded, irrespective of the legal nature of the asserted claim. This applies, in particular, to claims for damages arising from negligence when entering into the contract (culpa in contrahendo), due to other breaches of obligation, or due to tortious claims for compensation for property damage under § 823 BGB.
2. The limitation of the liability for damages according to paragraph 1 also applies if the Customer demands compensation for futile expenditure instead of compensation for damage in place of performance.
3. Insofar as our liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of our organs and executive bodies, employees, staff, representatives and vicarious agents.
§9<br/> Data protection
We hereby point out that the Customer's data that are received in relation to or in connection with the business relationship are stored and processed in compliance with the requirements of the General Data Protection Regulation (GDPR) – irrespective of whether they are received from the Customer itself or from third parties.
§10<br/> Final provisions
1. The place of jurisdiction is Dillenburg. However, we are entitled to take legal action against the Customer at its place of residence or domicile.
2. Unless otherwise stated in the order confirmation, the place of performance is Dillenburg.
3. The laws of the Federal Republic of Germany apply. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.
4. Should one of the provisions of these General T&Cs be or become ineffective, or should a contractual omission become apparent, this shall not affect the effectiveness of the remaining provisions, and the General T&Cs are to be implemented in accordance with the economic intent of the parties.
5. No oral side agreements are entered into. Amendments and addenda to these General T&Cs must be made in writing in order to be legally effective. This formal requirement cannot be rescinded or overridden either orally or by implication.
6. The Customer undertakes to retrieve the current General T&Cs on the Hartmann OS homepage at www.hartmann-os.com on 1 January, 1 April, 1 July and 1 October of every calendar year and to thereby inform itself independently of any changes. If the Customer does not have access to the Internet, we will send the General T&Cs in writing free of charge upon request.
7. For Secosol® premium partners, these General T&Cs apply in the version that is attached to the Secosol® premium partner contract. Any amendment of these General T&Cs requires contractual agreement. The Secosol® premium partner contract takes precedence over these General T&Cs as an individual agreement. The General T&Cs only apply in a supplementary manner.