1. Preamble
The following provisions are binding for all our services, including repair services, inspection services, training, and individual consulting services. They also apply to future orders. If any part of our terms is or becomes invalid, this does not affect the validity of the remaining terms. The terms and conditions of our contractual partners are not recognized by us. In addition to our general terms and conditions, the general terms and conditions of the commissioned work apply additionally, unless our terms and conditions contain corresponding regulations.
2. Quotations and Orders
2.1 Our quotations are non-binding. We are only obligated to accept an order when we have confirmed it in writing, either based on our quotation or due to an order from our customer.
2.2 We reserve the right to accept orders from our contractual partners within 2 weeks after receiving the order. During this period, our contractual partner remains bound to their order.
2.3 The scope of our obligations is solely determined by our written order confirmation. Additional agreements or oral assurances are only binding for us if they are documented in writing in the order confirmation.
3. Conclusion and Duration of Contracts
3.1 The contract is concluded by the signing of the offer letter from Your Medtec UG or a separate contractual document by both contracting parties, or by Your Medtec UG performing the requested work by the client. If the client directly commissions Your Medtec UG without a prior offer (quotation), it is at the discretion of Your Medtec UG to accept the order by written declaration of acceptance (including electronic approval) or by providing the requested services.
3.2 The contract term commences upon the conclusion of the contract as per clause 3.1 and runs for the duration agreed upon in the contract.
3.3 If the contract provides for an extension of the term, the contract term extends by the period specified in the contract, unless terminated in writing by either party at least six weeks before the expiration.
4. Scope of Services
4.1 The scope of services is solely determined by a mutual declaration of both parties. If such a declaration is not available, the written order confirmation from Your Medtec UG is decisive.
4.2 The agreed-upon services will be carried out in compliance with the regulations in force at the time of contract conclusion.
4.3 Your Medtec is entitled, at its discretion and considering recognized technical standards, to determine the method and nature of testing or repair, unless divergent written agreements have been made or mandatory regulations require a specific approach.
4.4 The performance of activities does not include any warranty for the correctness (proper condition) and functionality of the tested parts, the overall system, as well as the upstream and downstream processes, organizations, and systems unless expressly agreed upon as part of the order. In particular, Your Medtec assumes no responsibility for the design, material selection, construction, and intended use of the examined systems unless these matters are explicitly part of the order.
4.5 In the case of inspection orders, Your Medtec UG is not responsible for the accuracy or verification of the safety programs or safety regulations underlying the inspections unless otherwise agreed in writing.
4.6 Your Medtec UG is entitled to use one or more subcontractors to fulfill its contractual obligations, even without the explicit consent of the client.
5. Performance Deadlines / Dates
5.1 The agreed-upon performance deadlines and dates are based on estimates of the scope of work provided by the client. They are only binding if confirmed in writing by Your Medtec UG.
5.2 If binding deadlines have been agreed upon, these only commence after the client has submitted all necessary documents to Your Medtec UG. This also applies to agreed-upon dates, which may be extended due to delays not attributable to Your Medtec UG, without the express consent of the client.
6. Cooperation
6.1 The client undertakes to provide all necessary cooperation actions on his part, his auxiliary personnel, or third parties in a timely and cost-free manner for Your Medtec UG.
6.2 The client shall provide free of charge the necessary authorizations, documents, auxiliary materials, auxiliary personnel, etc., required for the performance of the services. Furthermore, the client's cooperation actions must comply with applicable legal regulations, standards, safety regulations, and accident prevention regulations.
6.3 The client bears all additional costs that arise if work needs to be repeated or delayed due to late, inaccurate, or incomplete information or due to insufficient cooperation actions. Even in the case of an agreed fixed or maximum price, Your Medtec UG reserves the right to separately invoice these additional costs.
7. Performance Billing
7.1 If the scope of services is not defined in writing when the order is placed, the billing will be based on time and material. If no fee is agreed upon in writing, the billing will be based on Your Medtec UG's prices valid at the time of service provision.
7.2 Billing for services occurs, unless otherwise agreed, based on the progress of the services.
7.3 If the execution of an order extends over more than one month, Your Medtec UG may request advance payments or partial payments.
8. Terms of payment
8.1 All invoice amounts from Your Medtec UG are due for payment immediately upon receipt of the invoice without deduction. Cash discounts are not granted.
8.2 Payments are to be made to the bank account of Your Medtec UG, indicated on the invoice, with the invoice and customer number specified.
8.3 In case of late payment, Your Medtec UG is entitled to demand an interest rate of 8% above the base rate of the Deutsche Bundesbank. At the same time, the assertion of further damages is reserved.
8.4 If the client is in default despite a reasonable grace period, Your Medtec UG can withdraw from the contract, revoke the certificate, reclaim issued documents, demand damages for non-performance, and refuse further execution of contractual services.
8.5 The regulation in section 8.4 also applies in the event of dishonor of checks, suspension of payments, initiation of insolvency proceedings against the client, or rejection of the opening of insolvency proceedings due to lack of assets.
8.6 Objections to Your Medtec UG's invoices must be made in writing within 2 weeks of receiving the invoice.
8.7 Your Medtec UG is entitled to request a reasonable advance payment.
8.8 Your Medtec UG is entitled to increase prices at the beginning of a month due to increased general and/or procurement costs. A written notice must be sent at least 1 month before the planned effective date of the price increase (modification period). If the price increase does not exceed 5% per contract year, the client has no special termination right due to this price increase. However, if the price increase exceeds 5% per contract year, the client is entitled to terminate the contractual relationship at the end of the modification period. Otherwise, the amended prices are deemed agreed upon the expiration of the modification period.
8.9 Offsetting against claims of Your Medtec UG is only permissible with legally established or undisputed claims.
9. Acceptance
9.1 Your Medtec UG can submit each self-contained part of the services as a partial delivery for acceptance. The client is obligated to immediately accept.
9.2 If the client does not promptly fulfill their acceptance obligation, acceptance is deemed to have occurred 4 calendar weeks after the service provision, provided that Your Medtec UG expressly informs the client of the mentioned deadline during service provision.
10. Defects
10.1 The statutory warranty rights apply unless otherwise regulated in these terms.
10.2 In case of a defect, the client is entitled to rectification. Rectification is carried out at the discretion of Your Medtec UG by either rectification or replacement. Rectification by Your Medtec UG is generally done as a gesture of goodwill and without acknowledgment of a legal obligation. An acknowledgment that leads to the recommencement of the statute of limitations is only given if expressly declared by Your Medtec UG to the client. If rectification fails, the client is entitled, at their discretion, to withdraw from the contract or reduce the price. Rectification is deemed to have failed after the unsuccessful second attempt, unless the nature of the item, the defect, or other circumstances expressly indicate otherwise.
10.3 Notice of defects by the client must be made in writing.
10.4 The defect claims of the client regulated in this clause 11 become statute-barred within one (1) year from the start of the statutory limitation period. For rights due to a defect, a corresponding limitation period within the meaning of § 218 BGB applies. Notwithstanding this, the statutory limitation period applies a) for all claims and rights of the client in cases according to § 438 para. 1 No. 1 BGB, § 438 para. 1 No. 2 BGB, § 445b para. 1 BGB, and § 634a para. 1 No. 2 BGB, as well as in the case of fraudulent concealment of the defect or b) in the case of claims for damages in the event of injury to life, body, or health, claims under the Product Liability Act, and in the case of grossly negligent or intentional breach of duty.
10.5 Apart from the mentioned claims, the client, except for claims for damages and reimbursement of expenses, has no further claims and rights due to defects. Liability for damages and reimbursement of expenses is governed by clause 13 of these General Terms and Conditions.
11. Confidentiality
11.1 "Confidential Information" for the purposes of this agreement refers to all information, documents, images, drawings, know-how, data, samples, and project documents that are disclosed, transmitted, or otherwise revealed during the term of this agreement by one party ("disclosing party") to the other party ("receiving party"). This includes copies of this information in paper and electronic form.
11.2 All confidential information transmitted in writing must be marked as confidential by the disclosing party before being passed on to the receiving party. This also applies to confidential information sent via email. In the case of orally transmitted confidential information, prior notification must be given.
11.3 All confidential information transmitted or otherwise made accessible by the disclosing party to the receiving party under this agreement:
a) may only be used by the receiving party for the purpose of fulfilling the respective contractual purpose, unless there is a different express written agreement with the disclosing party,
b) may not be reproduced, distributed, published, or otherwise disclosed by the receiving party, except as necessary to fulfill the contractual purpose or if Your Medtec is legally or regulatory obliged to disclose confidential information, audit reports, and documentation to authorities or third parties involved in the contract,
c) must be treated by the receiving party with the same degree of confidentiality as its own confidential information, but at least with due care.
11.4 Your Medtec only grants access to the confidential information received from the disclosing party to those employees who are necessary for the provision of services within the scope of the purpose of this agreement. Your Medtec binds these employees to confidentiality to the same extent as set out in this confidentiality agreement.
11.5 Confidential information for the purposes of this agreement does not include information for which Your Medtec can demonstrate that:
a) the information was already publicly known at the time of disclosure or becomes publicly known without violating this agreement,
b) Your Medtec lawfully received the information from a third party authorized to disclose such information,
c) the information was already in the possession of Your Medtec before the disclosure by the disclosing party, or
d) Your Medtec independently developed the information without reliance on the disclosing party's transmission.
11.6 Confidential information remains the property of the respective disclosing party. Your Medtec
12. Copyrights
12.1 Alle Urheberrechte und Miturheberrechte an den von Your Medtec erstellten Gutachten, Prüfungsergebnissen, Berechnungen, Dokumenten, Projektunterlagen, Darstellungen usw. verbleiben bei Your Medtec.
12.2 Der Auftraggeber darf im Rahmen des Auftrags gefertigte Gutachten, Prüfungsergebnisse, Berechnungen, Dokumente, Projektunterlagen, Darstellungen usw. nur für den vereinbarten Zweck verwenden.
12.3 Der Auftraggeber darf Prüfberichte und ähnliche Unterlagen nur in vollständiger Form weitergeben. Eine Veröffentlichung oder Vervielfältigung zu Werbezwecken bedarf in jedem Einzelfall der vorherigen schriftlichen Einwilligung von Your Medtec.
13. Jurisdiction, Written Form, Partial Invalidity
13.1 No side agreements have been made to this contract.
13.2 Changes and additions require written form to be legally effective; this also applies to changes and additions to this written form regulation itself.
13.3 In the event of the invalidity of one or more provisions of this contract, the contracting parties will agree on a legally valid replacement regulation that comes as close as possible to the invalid regulation in legal and economic terms.
13.4 The place of jurisdiction for all disputes arising from this contract is Schwetzingen. This contract is subject to substantive German law.
13.5 The place of performance is the location where the agreed services are provided and, otherwise, the registered office of Your Medtec..