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Business conditions and terms of supply
1. The supply, performance and offers of Diaprax, Wesel, are based exclusively on these Terms and Conditions. Offers and quotations are in principle subject to change; the right to sell the goods elsewhere is reserved. Changes occurring as a result of manufacturers' price increases will be advised prior to delivery, so that orders can be withdrawn if required. Ordering which differ from our Terms and Conditions will now be rejected. Supply by us does not imply recognition of ordering Terms and Conditions of our customers. Differing Terms and Conditions are valid only when in writing.
2. Unless otherwise advised, prices are Ex-Works Wesel. Orders of less than € 200,-- net will be subjected to a processing charge of
€ 20,00. Official taxes will be applied to all orders.
3. Shipping is at customer's risk, which applies from departure of goods from warehouse until arrival at customers premises. Insurance will be taken out only at the express wish of the customer, and in which case a surcharge of 1% of the value of the goods will be applied. Any damage occurring during transportation is to be reported immediately in writing. Damage procedure is to be followed in accordance with the regulations of the Carrier.
For orders under € 250,-- and export orders a freight surcharge in accordance with the respective parts of the current Freight Conditions will be applied. The same applies for goods, which in our Sales Lists are specially marked, not included therein, or whose prices have been specially agreed.
For orders of over € 250,-- packing and shipping are free German boarder, German harbour or German airport.
4. Our responsibility is limited to the return of items not in perfect condition. Other demands, as far as no intent or gross negligence of tax unit representatives exist, are excluded.
5. Diaprax is allowed to make part- or total delivery of customer orders. If, due to unforeseeable and blameless incidents on our part or that of our suppliers, shipping is delayed, the delivery period of Diaprax is proportionately extended. Should delays exceed 2 weeks or a standstill takes place at our premises or those of our suppliers we have the right to withdraw from the contract. Any claim for damages due to a delayed order will be refused, as it would have as its root a violation of contract by intent or gross negligence on our part or that of our agents.
6. Full payment for orders must been received by us due to agreed payment condition. Should this limit be exceeded we are entitled to charge interest at the rate of 2% over the interest on current bank accounts. In the event of a repeated payment delay in respect of different invoices a new delivery will automatically result, with payment-on-delivery. Deliveries remain our property in their entirety until the customer has settled outstanding obligations fully. In the case of payment by transfers and cheques the encashment day applies. The customer has the right to resell the goods in a proper business manner.
The customer transfers to Diaprax all demands from the re-sale of the goods in question, now already at the rate of the invoice value of the goods. However, the customer - if abiding by the contract and able to pay - is entitled to recovery. If Diaprax so requires, its customer is to notify it of the transferred demands, those of the defaulters and the invoice value of the resold goods, to submit all required details relating to collection, to distribute the relevant documentation and inform defaulters of the transfer. Diaprax undertakes to discharge guarantees belonging to it, in so far as its value exceeds the demands to be guaranteed by 20%. In the event of delay in payment by the purchaser the demands of Diaprax will apply fully. The customer is to immediately bring to the notice of Diaprax any encroachment on property rights by third parties by advising the address of the third party. Full costs resulting from intervention are to be borne by the customer. So long as Diaprax has the property rights of the merchandise it, or an authorised representative, is at all times entitled to be satisfied of its existence and condition. The customer ensures free access to the storage area of the goods to Diaprax. Should customer payment be delayed, right of ownership of the supplied goods is forfeited, furthermore the right to re-sell and processing or connecting to other articles. Utilisation of right of access by Diaprax includes collection of the goods from the customer's premises and, by direct sale, otherwise disposes. The costs of this or accrued losses are the customer's responsibility.
7. Requirement for supply is the unconditional credit-worthiness of the customer. If, after concluding a contract, we receive information which suggests that granting of credit for the amount of the contract is not absolutely unquestioned - or if facts emerge which cast doubts in this respect, particularly deterioration of financial position, payment stoppage, deterioration of business prospects, application for settlement or bankruptcy, dissolution of business, or if the customer pawns stock, outstanding accounts or purchased goods or orders as security for other creditors, or - despite reminders - does not pay, we are entitled to demand payment-in-advance or guarantees. If the customer does not provide payment-in-advance or guarantee within 1 month's notice we are entitled to withdraw from the contract.
8. Patterns or models produced or delivered by us in the form of drafts, layouts, graphics, photographs and data are copyright property. Any use or change requires our agreement. The patterns/data may only be used for the agreed purpose in each case. Should it, for technical reasons, be necessary for copies of these patterns/data to be made, these are to be immediately destroyed after use as agreed. Passing on to third parties is not permitted. Regarding the taking over of patterns/data we require your recognition of the restricted usage rights. Original patterns and photographs are to be returned to us without delay after use.
9. Place of settlement for obligations on both sides is Wesel, Germany.
Competent court: Courts responsible for Wesel, Germany. We are, however, entitled to file suit where the customer's premises are located.