VIII. Reservation of Title
1. Until fullfillment of all our monetary claims, including due balances from a current account, that we currenty have or will have in the future against the Buyer, the delivered goods (reserved goods) remain our property. In case of breach of contract by the Buyer, for example default of payment, we have the right to demand the return of the goods within an adequate period of time. If we do take back the reserved goods this entails resignation of the contract. If we choose to distrain upon the reserved goods, this entails resignation of the contract. We are entitledto exploit the goods upon their return. After deducting an adequate amount for realization costs, we will set off the proceeds from realization against the amount legally due to us by the Buyer.
2. The customer may undertake to sell and/ or use the goods that are subject to the reservation of title properly in the usual course of business as long as he is not in default of payment. Security transfers and pledging of goods are not permitted. The Buyer assigns by now all pecuniary claims resulting from selling-on or from any other legal grounds (insurance, tort) by way of security to us. This includes claims arising out of due balances on current accounts. We hereby accept the assignment. We revocably authorize the Buyer to collect the dues assigned to us for his own acount. This collection authorization may be revoked at any time, if the Buyer does not properly fullfill his financial obligations. The Buyer is not entitled to assign those dues to third parties, not even for collecting them by way of factoring. As an exception to the aforesaid rule, the Buyer may assign those dues to a Factor if at the same time of the assignment an obligation of the Factor is created to render counter-performance directly to us as long as we still have dues against the Buyer.
3. In case of processing or dissipation of the goods subject to reservation of title, these actions by the Buyer are undertaken for us. If the reserved goods are processed together with other goods that do not belong to us, we will acquire automatically joint-ownership of the new good at the ratio of the value of the reserved goods (total amount of invoince including VAT) in proportion to the value of the other processed goods at the time of processing. As far as the new good created by processing the same applies as for the reserved goods. In event of unseparable blending of the reserved goods with other goods that do not belong to us, we will gain joint-ownership of the new good at the ratio of the value of the reserved goods (total amount of invoince including VAT) in proportion to the value of the other processed goods at the time of blending. If as a consequence of the
blending process the good owned by the Buyer is to regard as the principal thing, the parties agree that the Buyer transfers proportionate joint ownership to us and that we accept this transfer of property. The Buyer shall store our sole- or co-propriety for us.
4. If third parties take hold of the reserved goods, especially by means of distraint, the Buyer will point out our property and notify us without undue delay, so that we can enforce our proprietory rights. If and to the extent to which the third party in this context is not able to refund our judicial and extrajudicial costs, the Buyer will answer to those costs.
5. We are obliged to release securities upon written request insofar as the viable value of the securities held by us surpasses the guaranteed claims verifiably by more than 10%. In this course, we have the right to choose which securities we will release.
IX. Provisions with regard to the regulation (EU) 2017/745 on medical devices
1. On May 26th, 2021 the regulation (EU) on medical devices (MDR) has entered into force in the EU member states. The provisions of this section XI shall apply to the sale of medical devices to as defined by MDR and within its scope to distributors.
2. We are manufacturers as defined in Art. 2 no. 30 MDR for medical devices and accessories in serial production (subsequently jointly referred to as „medical devices“) and therefore comply with the general manufacturer obligations in Art. 10 MDR. We procure that our medical devices are produced and placed on the market in compliance with the requirements of the MDR. Also, we have established a risk management system that we will apply, document and maintain.
3. Buyer shall comply with the legal requirements stemming from Art. 14 MDR, insofar as he makes medical devices available as a distibutor within the scope of the MDR. He will especially fullfill his obligation to examine and inform ahead of making medical devices available on the market.
4. Buyer is obliged to observe storage and transport conditions as stipulated by us and to document such compliance. He will use solely the marketing materials approved by us for marketing purposes and generally in connection with the medical devices.
5. Buyer will cooperate with us to ensure traceability of the medical devices according to MDR requirements. He will set up a suitable process for disclosing information to the competent authority and monitor compliance with it. This disclosure shall include the information from whom he has purchased the medical devices and to whom he has passed them on. Buyer shall make sure that this information is stored for at least 10 years after he has purchased the last medical device.
6. Buyer shall set up a suitable process to receive experiences and learnings with regard to the medical devices. He will document this information and preserve it for at least 10 years after he has made the last medical device available on the market.
7. Buyer shall inform us immediately about any and all experiences and learnings with regard to the medical devices. This shall not only include any reports that may be submitted to Buyer about actual or suspected serious incidents or risks, but also any other information with regard to the medical devices, such as for example trends.
8. As far as Buyer is subject to obligations to document and inform, he will ensure that the corresponding information is available even in the event of a termination of business operations or insolvency proceedings.
X. Alternative Dispute Resolution to Article 14.1 Regulation on ODR and Articel 36.
Streifeneder does not participate in extra-judicial dispute settlement proceedings before a consumer dispute resolution body.
XI. Place of Performance, Legal Venue, Applicable Law
1. The place of performance and the proper venue for all claims arising out of deliveries and payments (as well as actions on cheques and bills of exchange) is the competent local court at Streifeneder‘s principal place of business.However, we reserve the right to sue the customer at his domicile and/ or principal place of business.
XII. Severability Clause
1. If any provision of these General Terms of Sale and Policies were to be invalid, the validity of the remaining provisions remains unaffected.2. The parties agree that in lieu of the invalid provision or to complete a fragmentary provision a fit clause shall apply. This fit clause shall comprise the provisions the parties would have made if they had thought of the respective point at issue at the time of conclusion of the contract.
2. The relationship between the contractual parties shall be exclusively governed by the laws of the Federal Republic of Germany. Neither the uniform law on the International Sale of Goods nor the law about the conclusion ofinternational sales contracts on goods is expressly excluded shall be of application.