These Terms and Conditions (T&C) apply to all business relationships between Active Resilience Solutions GmbH (the “Seller”) and its customers (the “Buyer”) in connection with the marketing, sale, and delivery of German Medical Equipment products. They apply exclusively to entrepreneurs (Unternehmer) within the meaning of § 14 BGB, legal entities under public law, and special funds under public law.
Catalogue listings, datasheets, and price indications are non-binding invitations to treat. A contract is concluded only upon written order confirmation from the Seller or, if earlier, upon dispatch of the ordered goods.
Prices are net prices in Euros (EUR) ex works (Incoterms® 2020 EXW Neudrossenfeld), exclusive of VAT, transport, packaging, and insurance, unless expressly agreed otherwise. Payment is due within 30 days of invoice without deduction.
Delivery times are estimates and become binding only when expressly confirmed in writing. The Seller is entitled to make partial deliveries to a reasonable extent. Risk passes to the Buyer upon handover of the goods to the carrier.
The statutory warranty provisions apply, subject to the deviations set out in these T&C. The Buyer shall inspect the goods immediately upon receipt and notify the Seller of any obvious defects without delay (§ 377 HGB). For medical devices, lot-level traceability and incident reporting under the MDR vigilance procedure apply in parallel.
The Seller’s liability for damages arising from slight negligence shall be limited to typical and foreseeable damages, except in cases of injury to life, body, or health, breach of a cardinal contractual obligation, or claims under the Product Liability Act.
The goods remain the property of the Seller until full payment of all claims arising from the business relationship has been received.
The Buyer is responsible for compliance with all applicable export-control and end-use regulations in the jurisdiction of delivery and onward distribution. G.M.E. products are dual-use medical equipment and are not ITAR-controlled; however, jurisdiction-specific medical-device registration may be required prior to placing on market.
The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered seat of the Seller in Bayreuth, Germany. The contract is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Should any provision of these T&C be or become invalid, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes as close as possible to the intended economic purpose.