General Terms and Conditions (GTC) and Disclaimer

The following applies to all customers and users of the Pro-Cure Solutions (PCS) and the closed e-procurement portal:
§ 1 Scope
1. These terms of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code. We only recognize conflicting or deviating terms and conditions of the customer if we expressly agree to their validity in writing.
2. These terms of sale also apply to all future transactions with the customer, insofar as they are legal transactions of a related nature (as a precaution, the terms of sale should always be attached to the order confirmation).
3. Individual agreements made with the buyer in individual cases (including ancillary agreements, additions and changes) always take precedence over these conditions of sale. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.
§ 2 Offer and conclusion of contract
If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
§ 3 Documents Provided
All documents provided to the customer in connection with the placing of the order - also in electronic form - such as e.g. B. Calculations, drawings etc., we reserve property rights and copyrights. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period of § 2, these documents must be returned to us immediately.
§ 4 Prices and Payment
1. Unless otherwise agreed in writing, our prices apply ex works, excluding packaging and plus VAT at the statutory rate. Shipping costs are shown separately on the invoice.
2. Payment of the purchase price must be made exclusively to the account specified overleaf. The deduction of cash discount is only permissible with a special written agreement.
3. Unless otherwise agreed, the purchase price is to be paid within 10 days of delivery. Interest on arrears will be charged at a rate of 8% pa above the respective base interest rate. The assertion of a higher damage caused by default remains reserved.
4. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or later after the conclusion of the contract.
§ 5 Rights of Retention
The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 6 Delivery time
1. The beginning of the delivery time specified by us presupposes the timely and proper fulfillment of the customer's obligations. The exception of the unfulfilled contract remains reserved.
2. If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage we have incurred, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time at which he is in default of acceptance or debtor.
3. In the event of a delay in delivery that was not caused by us intentionally or through gross negligence, the customer is not entitled to compensation for delay from PCS.
4. PCS acts as an intermediary and is not liable for delays in delivery by the respective manufacturer/dealer and subcontractor
5. Other legal claims and rights of the customer due to a delay in delivery remain unaffected.
§ 7 Passing of risk upon dispatch
If the goods are sent to the customer at his request, the risk of accidental loss or accidental deterioration of the goods passes to the customer when the goods are sent to the customer, at the latest when they leave the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
§ 8 Retention of title
1. We reserve ownership of the delivered item until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer behaves in breach of contract.
2. The customer is obliged to treat the purchased item with care as long as ownership has not yet passed to him. If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet passed, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.
3. The customer is entitled to resell the reserved goods in normal business transactions. The customer assigns to us the claims against the customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
4. The handling and processing or transformation of the purchased item by the customer is always carried out in our name and on our behalf. In this case, the purchaser's expectant right to the purchased item continues with the transformed item. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in relation to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us and keeps the resulting sole ownership or co-ownership safe for us. To secure our claims against the customer, the customer also assigns to us such claims that accrue to him against a third party as a result of the connection of the goods subject to retention of title with property; we already accept this assignment.
§ 9 Warranty and notice of defects as well as recourse/manufacturer's recourse
1. The customer's warranty rights presuppose that he has duly fulfilled his obligations to examine and give notice of defects according to § 377 HGB.
2. Claims for defects expire 12 months after the goods delivered by us have been delivered to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as injury to life, body and health, which are based on an intentional or negligent breach of duty by the user. (Note: when selling used goods, the warranty period can be completely excluded with the exception of the claims for damages mentioned in sentence 2).
Insofar as the law according to § 438 Paragraph 1 No. 2 BGB (buildings and objects for buildings), § 445 b BGB (right of recourse) and § 634a Paragraph 1 BGB (construction defects) prescribes longer periods, these periods apply. Prior to returning the goods our permit is to be requested.
3. If, despite all due care, the delivered goods show a defect that was already present at the time of the transfer of risk, we will either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to remedy the defect within a reasonable period of time. Claims for recourse remain unaffected by the above regulation without restriction.
4. If the supplementary performance fails, the purchaser can - without prejudice to any claims for damages - withdraw from the contract or reduce the payment.
5. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable equipment, defective construction work, unsuitable subsoil or due to special external influences that are not required under the contract. If the customer or third parties carry out improper repair work or changes, there are also no claims for defects for these and the resulting consequences.
6. Claims by the customer for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us were subsequently sent to a location other than the branch of the customer has been brought, unless the shipment corresponds to its intended use.
7. The customer's right of recourse against us only exists insofar as the customer has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 6 also applies accordingly to the extent of the customer's right of recourse against the supplier.
§ 10 Miscellaneous
1. This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
2. Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation (note: the use of the clause is not permitted if at least one of the parties is a company not entered in the commercial register)
3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
4. Content of the website, the closed e-procurement portal and the general online & offline offer. PCS creates the content of its website with the greatest care, but assumes no liability whatsoever for the topicality, correctness, completeness or quality of the information provided.
Liability claims against the PCS, which relate to material or immaterial damage caused by the use or non-use of the information provided or by the use of incorrect and incomplete information, are excluded for slightly negligent breaches of duty by the PCS, unless damage from the injury to life, limb, health or are affected by guarantees or claims under the Product Liability Act are affected. Furthermore, the liability of PCS for the violation of obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the user can regularly rely, remains unaffected. The same applies to breaches of duty by vicarious agents of PCS.
PCS expressly reserves the right to change, supplement or delete parts of the pages or the entire offer at short notice without prior notice, or to temporarily or permanently discontinue publication. All offers are non-binding. The announced prices are a non-binding request for the user to place an order, which PCS reserves the right to accept or reject within 2 weeks. They always include value added tax at the applicable statutory rate and plus delivery or shipping costs.
References and links Individual references can be made to websites of third parties. PCS has no influence on the design and content of these websites and distances itself from these third-party content.
5. Copyright and trademark law The content of the PCS website and the online portal "my PCS" are subject to German copyright law. PCS endeavors to observe the copyrights for the texts, graphics, images, sound recordings and videos used in all publications on the website and in the online portal "my PCS". All brands and trademarks mentioned within the online offer and possibly protected in favor of third parties are subject without restriction to the provisions of the applicable trademark law and the property rights of the respective registered owner. The conclusion that trademarks are not protected by the rights of third parties should not be drawn solely on the basis of the mere mention! All rights to objects created and published by PCS itself or on its behalf are the sole responsibility of PCS or the respective authors. The use or duplication of the content of the website and the online portal "my PCS" (in particular price lists, master data as well as work and system documents) - even in part - or a transfer to third parties is only permitted with the prior written consent of PCS .
6. Data protection If there is an opportunity to enter personal or business data (e-mail addresses, names, addresses) on the PCS website, the user divulges this data expressly on a voluntary basis. PCS assumes no liability for the content and for the transfer of data that is protected under data law or otherwise. It assumes that the submitter has the appropriate approvals for the data that is worthy of protection. In the protected online portal "my PCS", which is only accessible to the PCS affiliated companies, the provisions of the service contract apply, which the affiliated companies and contractual partners have agreed to by signing.
7. Severability clause If parts or individual formulations of this text do not, no longer or not completely correspond to the applicable legal situation, the remaining parts of the document remain unaffected in their content and validity.