Terms & Conditions

General Terms and Conditions of CT&T Medical GmbH, Pfarrmatte 6, CH-8807 Freienbach, Switzerland

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§ 1 General - Scope of application

1. These General Terms and Conditions are directed exclusively at entrepreneurs. Entrepreneurs within the meaning of the terms and conditions are natural or legal persons or partnerships with legal capacity with whom business relations are entered into and who act in the exercise of a commercial or independent professional activity. By accepting the following terms and conditions as a customer, you confirm to CT&T Medical GmbH, among others, that you are an entrepreneur.

2. the terms and conditions apply to all current and future business relationships between you and CT&T Medical GmbH in their current version. They shall apply to all information provided in connection therewith in brochures, price lists, advertisements, etc. This shall apply irrespective of whether the information was provided verbally or in text form.

3. deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if CT&T Medical GmbH is aware of them, unless CT&T Medical GmbH expressly agrees to their validity in writing.

4 CT&T Medical GmbH is entitled to amend these General Terms and Conditions at any time with effect for the future.

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§ 2 Conclusion of contract

1. Offers from CT&T Medical GmbH are subject to change unless otherwise agreed in writing.

2. by ordering goods, you make a binding declaration that you wish to purchase the goods ordered. CT&T Medical GmbH is entitled to accept the contractual offer contained in the order within two weeks of receipt. Acceptance can be declared either in writing or by delivery of the goods to you.

3. the conclusion of the contract shall be subject to the correct and timely delivery to CT&T Medical GmbH. This shall only apply in the event that CT&T Medical GmbH is not responsible for non-delivery. You will be informed immediately of the non-availability of the service. Any consideration already paid will be refunded immediately.

4. CT&T Medical GmbH grants a right of return of 14 days from delivery for all goods listed in the current catalog which have not been sold to you at a special price. Only goods in unopened, perfect condition and in their original packaging will be taken back. The return shipment to CT&T Medical GmbH is at your expense and risk. Unpaid returns will not be accepted without prior consultation with CT&T Medical GmbH.

5. amendments to a concluded contract must be made in writing. This written form requirement can only be waived in writing.

6. § 454 BGB and § 455 BGB (law of the Federal Republic of Germany) do not apply (only valid for German customers)

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§ 3 Retention of title

1 CT&T Medical GmbH retains title to the goods until all claims arising from an ongoing business relationship have been settled in full.

2. you as the customer are obliged to treat the goods with care. If maintenance and inspection work is required, you must carry this out regularly at your own expense. It also undertakes to inform CT&T Medical GmbH of any change of residence or place of business.

3. If the value of the securities existing for CT&T Medical GmbH exceeds its claims by a total of more than 20%, CT&T Medical GmbH shall be obliged, at your request, to release the securities in the amount of the excess value up to the limit of 120% of the outstanding claims at its discretion.

4. you undertake to inform CT&T Medical GmbH immediately of any access by third parties to the goods subject to retention of title, for example in the event of seizure, as well as of any damage to or destruction of the goods.

5. CT&T Medical GmbH shall be entitled to withdraw from the contract and demand the return of the goods in the event of conduct on your part in breach of the contract, in particular in the event of default in payment or breach of an obligation under Clause 4 of this provision.

6. you are entitled to resell the goods in the ordinary course of business. You hereby assign to CT&T Medical GmbH all claims in the amount of the invoice amount which accrue to you against a third party as a result of the resale. CT&T Medical GmbH accepts the assignment. After the assignment, you are authorized to collect the claim. CT&T Medical GmbH reserves the right to collect the claim itself as soon as you do not properly meet your payment obligations and are in default of payment. If you are in arrears with one or more payments in whole or in part, if you cease payment or if insolvency proceedings have been applied for against your assets, you are no longer entitled to dispose of the reserved goods. CT&T Medical GmbH shall then be entitled to withdraw from the contract, to take back the reserved goods or to revoke the authorization granted to you to collect the claims from resale and to demand information about the recipients of the reserved goods and to notify them of the assignment of the corresponding claim and to collect the claim itself. CT&T Medical GmbH shall be entitled to utilize the goods subject to retention of title that may have been recovered at its own discretion. In the event of further processing, CT&T Medical GmbH shall remain the manufacturer within the meaning of § 950 BGB (law of the Federal Republic of Germany, only applicable to German customers)

7. Neither the assertion of the retention of title nor the seizure of the delivery item by CT&T Medical GmbH shall be deemed a withdrawal from the contract.

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§ 4 Remuneration

1. the purchase price offered by CT&T Medical GmbH is binding. The stated product (net) price does not include shipping or insurance costs or expenses and taxes; these costs will be calculated separately.

2. CT&T Medical GmbH reserves the right to adjust prices accordingly in the event of changes in exchange rates, customs duties, taxes, freight and insurance costs or purchase costs with effect for future transactions.

3. CT&T Medical GmbH is entitled to change the prices even after conclusion of the contract if the cost factors relevant for pricing have demonstrably changed or if the supplier of China TCM Trading has demonstrably increased the prices.

4. Unless otherwise agreed, the prices according to the valid price list of CT&T Medical GmbH on the day of delivery (list price) shall apply.

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§ 5 Terms of payment

1. unless otherwise agreed, the purchase price and other remuneration, prices for ancillary services and disbursed costs shall be due for payment upon delivery of the object of purchase. A discount deduction is calculated from the net invoice amount.

2. you can pay the purchase price by advance payment, cash on delivery, direct debit or invoice. CT&T Medical GmbH is not obliged to accept checks and bills of exchange. If these are accepted, this shall only be deemed as performance on account of performance.

3. CT&T Medical GmbH reserves the right, in the event of default of payment on your part, to withhold deliveries and / or services until full payment of any outstanding claims, to demand interest on arrears and compensation for further damages incurred by the user as a result of the default.

4. you may only exercise a right of retention if the counterclaim is based on the same contractual relationship.

5. you are not entitled to offset claims against CT&T Medical GmbH unless the claim for offsetting is undisputed or has been legally established.

6. if you deceived CT&T Medical GmbH about your creditworthiness when placing the order or if this was lacking and this circumstance was not recognizable for CT&T Medical GmbH, CT&T Medical GmbH may withdraw from the contract without a grace period. If such circumstances occur after the order has been placed, CT&T Medical GmbH shall be entitled to withdraw from the contract.

7. you must pay interest on the money owed at a rate of 8% above the prime rate during a period of default. If you are more than 30 days in arrears, CT&T Medical GmbH will send you a reminder. The costs per reminder are at least EUR 12.00 and are to be reimbursed by you in addition to any other collection costs.

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§ 6 Delivery

1. delivery times are only approximate. Agreed delivery periods shall not commence until you have fulfilled any obligations to cooperate.

2 CT&T Medical GmbH is entitled to make partial deliveries. The place to which delivery is to be made is specified in the order confirmation. The goods shall be delivered in customary packaging suitable for normal shipment. In the event of default of acceptance, you shall bear all associated costs, in particular storage and labor costs.

3. in the absence of any agreement to the contrary, CT&T Medical GmbH reserves the right to choose the route and means of transportation. All deliveries are always made ex warehouse and at the customer's expense and risk. You as the customer shall also bear the transportation risk if the shipping costs are exceptionally borne by the user.

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§ 7 Warranty

1 CT&T Medical GmbH shall, at its discretion, remedy defects in the goods by repair or replacement within a reasonable period of time. All articles and products which are listed separately in an invoice/order confirmation with an individual price are deemed to be an independent item to which any warranty rights apply separately.

2. if the subsequent performance fails, you may in principle demand a reduction of the remuneration or rescission of the contract at your discretion. However, in the event of only a minor breach of contract, in particular in the case of only minor defects, you shall not be entitled to withdraw from the contract.

3. you must notify CT&T Medical GmbH of obvious defects in writing without delay, but at the latest within a period of two weeks from receipt of the goods; otherwise the assertion of the warranty claim is excluded. Timely dispatch shall suffice to meet the deadline. You shall bear the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.

4. in the event of complaints which, after inspection, do not reveal a defect for which CT&T Medical GmbH is responsible, or which are based on operating errors or improper handling on your part, you shall be obliged to reimburse all costs incurred by CT&T Medical GmbH as a result of the inspection of the alleged defects.

5. if you wish to withdraw from the contract due to a legal or material defect after subsequent performance has failed, you shall not be entitled to any additional claim for damages due to a defect. If you wish to claim damages after failed subsequent performance, the goods shall remain with you if this is reasonable for you. Compensation is limited to the difference between the purchase price and the value of the defective item. This shall not apply if CT&T Medical GmbH has maliciously caused the breach of contract.

6. the warranty period shall be one year from delivery of the goods insofar as CT&T Medical GmbH cannot be accused of fraudulent intent.

7. if the delivered goods are used goods and are expressly sold as used goods, the warranty shall be excluded. CT&T Medical GmbH shall not be liable for typically expected signs of wear and tear or other malfunctions or limitations of usability to be expected due to age. A claim for subsequent delivery is excluded.

8. only the manufacturer's product description shall be deemed agreed as the quality of the goods. Public statements, promotions, product and visual samples or advertising by the manufacturer do not constitute a contractual description of the quality of the goods.

9. you will not receive any guarantees in the legal sense from CT&T Medical GmbH. Manufacturer warranties remain unaffected by this.

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§ 8 Limitations of liability

1.1 In the event of slight negligence, CT&T Medical GmbH shall only be liable for breach of material contractual obligations (cardinal obligations) as well as for personal injury and in accordance with the German Product Liability Act. Otherwise, pre-contractual, contractual and non-contractual liability shall be limited to intent and gross negligence, whereby the limitation of liability shall also apply in the event of fault on the part of a vicarious agent or legal representative.

1.2 Insofar as essential contractual obligations are not breached through gross negligence or intent, the liability of CT&T Medical GmbH for damages incurred (including indirect damages) shall be limited to the average damages typical and foreseeable at the time of conclusion of the contract and the amount shall be limited to the order value per case of damage and series-related damages. All further rights and claims, irrespective of the legal basis, are excluded, in particular compensation for indirect damages such as loss of profit.

1.3 Liability is excluded to the extent that the damage incurred could have been prevented by you taking reasonable measures to minimize the damage.

1.4 In particular, you hereby confirm that you will only use the goods within the scope of their intended use and that you will carry out your activities in a professional manner.

2. The above limitations of liability do not apply to claims on your part arising from product liability. Furthermore, the limitations of liability do not apply to physical injury and damage to health attributable to CT&T Medical GmbH.

3. claims for damages on your part due to a defect shall become time-barred one year after delivery of the goods. This shall not apply if CT&T Medical GmbH can be accused of fraudulent intent.

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§ 9 Data protection

Detailed information on the collection, processing and use of the user's personal data in connection with registration, the execution of the user agreement and the use of CT&T Medical GmbH services can be found in CT&T Medical GmbH's data protection declaration.

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§ 10 Final provisions

1. the law of Switzerland shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods and other international law shall not apply.

2. the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of CT&T Medical GmbH, Pfarrmatte 6, CH-8807 Freienbach SZ. CT&T Medical GmbH reserves the right to take legal action at the customer's head office.

3. customer data is subject to electronic data processing as part of order processing and is stored as customer master data. Data may be exchanged with third parties for the purpose of credit checks. You agree to the storage of the data and its use in the context of order processing.

4. should individual provisions of the contract with the customer, including these general terms and conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.