General Terms and Conditions of Business

of Dr. Wilfried Müller GmbH, Lechstraße 13 - 15, 86931 Augsburg, Germany

Dr. Wilfried Müller GmbH (hereinafter referred to as "Dr. Wilfried Müller GmbH") offers its customers merchandise for sale over the Internet through its own online shop.

  1. Preliminary remarks

    1. The deliveries, services and offers of Dr. Wilfried Müller GmbH are provided exclusively on the basis of these General Terms and Conditions.
    2. These General Terms and Conditions only apply for companies, legal entities under civil law or special funds under civil law.
    3. Terms and conditions of business or purchase of the purchaser opposing or differing from these General Terms and Conditions are herewith explicitly rejected, unless Dr. Wilfried Müller GmbH explicitly agrees with their application in writing. Such an agreement shall only apply to the respective individual case, and not to previous or future services.
    4. These General Terms and Conditions shall also apply, when Dr. Wilfried Müller GmbH is aware of the terms and conditions of the purchaser contradicting or differing from these Terms and Conditions, but still performs the delivery to the customer without reservation.
    5. Departures from these Terms and Conditions of Sale require the explicit written consent of Dr. Wilfried Müller GmbH.
  2. Object of the agreement

    1. The object is solely the supply of the merchandise or services which are defined in the description of the respective article. Drawings, images, measurements and other performance data are only binding after written confirmation by Dr. Wilfried Müller GmbH.
    2. Contractual services which are not included in the article description, in particular those which are published for marketing purposes, only form part of the contractual subject matter if Dr. Wilfried Müller GmbH confirms these in writing.
    3. Only the features included in the order confirmation shall be accepted as standard properties of the purchase object.
  3. Entry into contract

    1. Onlineshop or

      1. Dr. Wilfried Müller GmbH presents the articles in the online shops / in a non-obligatory and non-binding manner; this means that it is an invitation to the customers to submit an order with a binding offer to Dr. Wilfried Müller GmbH. The same applies to articles in newsletter promotions or in catalogues.
      2. The customer is obliged to supply its contact details in full and to confirm its status as a company during the order process on or
      3. The customer submits a binding order for the articles in the virtual shopping cart by confirming (clicking) the "Chargeable order" button at the end of the order process. Dr. Wilfried Müller GmbH shall promptly confirm receipt of the order by e-mail. This confirmation of receipt does not in itself represent an acceptance of the order; however, it may be combined with the declaration of acceptance.
      4. In the event that the customer notices input errors, it has the option to correct them by using the browser functions (e.g. the Back button) before sending the order.
      5. The text of the agreement is saved, and can be sent by e-mail upon request.
      6. Dr. Wilfried Müller GmbH is entitled to accept the contract offer submitted with the customer's order within 14 days of receipt. The acceptance can be declared in form of a specific notification or the delivery of the merchandise.
    2. eBay

      1. Dr. Wilfried Müller GmbH also offers merchandise in auctions on the Internet platform "eBay".
      2. During an auction a purchase contract comes into effect with the party who has made the highest bid in the auction. The amount of the purchase price is determined by this highest bid. A bid expires when another bidder makes a higher bid during the auction.
      3. If an offer also has the "Buy now" option, a purchase contract for the acquisition of the article comes into effect regardless of the end of the offer time and without conducting an auction based on the "Buy now price", when a purchaser clicks on the "Buy now" button and then confirms it. The purchaser can exercise this option, as long as no offer has been made for the article or the reserve price set by Dr. Wilfried Müller GmbH has not yet been reached. The purchaser can also obtain offers with the "Buy now" option as a guest without the need to register on eBay. In this case the purchaser accepts the offer by clicking on the "Buy now" button, selecting the "Buy as a guest" option on the following login page under "Continue without registration", and then completing the subsequent payment process.
      4. If Dr. Wilfried Muller GmbH activates a "Suggested price" function for the article, the price for this article is negotiable. If the purchaser suggests a price, this becomes a binding offer. If Dr. Wilfried Müller GmbH declares its agreement with the suggested price, this serves as the corresponding binding acceptance by Dr. Wilfried Müller GmbH.
      5. Dr. Wilfried Müller GmbH sends confirmation and details about the purchase process after entering into the contract.
    3. Other (e.g. sale on site, telephone enquiry)

      1. Dr. Wilfried Müller GmbH is entitled to accept a customer order by sending an order confirmation or by delivering the merchandise within a period of two weeks. However, any confirmation of receipt Dr. Wilfried Müller GmbH that may send is not a binding acceptance of the order.
      2. Offers, even those made in the name of Dr. Wilfried Müller GmbH, are subject to change and non-binding. Any contract is not considered legally binding and entered into, until Dr. Wilfried Müller GmbH has confirmed it in writing or executed it.
      3. All agreements entered into between the vendor and the customer when concluding the contract require the written form. The vendor´s members of staff are not entitled to agree changes or amendments to the contract without respecting the written form. If there be typing or printing errors in the vendor´s order confirmation, or if the price be based on technical transmission errors, the vendor is entitled to contest these. Previously made payments shall be promptly refunded to the customer.
  4. Prices, payment, offsetting

    1. The prices quoted by Dr. Wilfried Müller GmbH are posted as net prices on the offer page in connection with the order process together with VAT at the applicable rate (currently 19%) and excluding packaging costs. VAT is not charged for deliveries to European countries, if the order contains a valid VAT ID. For deliveries outside of Europe no VAT is levied. The customer must observe the national tax regulations.
    2. The purchaser must also bear the costs of delivery. Due to the variety of the offered merchandise these cannot be immediately determined. Dr. Wilfried Müller GmbH shall forward the information on the specific costs of delivery, as soon as it knows these.
    3. Unless agreed otherwise in writing, the invoices of Dr. Wilfried Müller GmbH are immediately due for payment without a discount.
    4. Deliveries to other countries are only made after advance payment. In this case, the ordered merchandise is only dispatched after receipt of the invoiced amount.
    5. The purchaser falls into arrears, as soon as the contractually agreed payment term is exceeded.
    6. When the purchaser falls into arrears, Dr. Wilfried Müller GmbH is entitled to charge interest amounting to 9% above the base interest rate from this moment on. In the event that Dr. Wilfried Müller GmbH proves higher damages caused by the delay, it shall be entitled to claim for it.
    7. In the event that the purchaser defaults on the payment of deliveries or services, which are based on the same legal relationship, Dr. Wilfried Müller GmbH shall be entitled to demand advance payment and to withhold any merchandise which has not yet been dispatched or services which have not yet been provided - without prejudice to any other rights.
    8. The purchaser is only entitled to offset, if the counterclaims are legally binding, recognised by Dr. Wilfried Müller GmbH or if they are not disputed. Counterclaims arising from the same contractual relationship are excluded from this exclusion of offsetting.
    9. The purchaser is only entitled to exercise the retention right, if its counterclaim is based on the same contractual relationship.
  5. Delivery time, transfer of risk

    1. Compliance with the delivery obligation is conditional on the timely and proper fulfilment of the purchaser's obligations. The defence of breach of contract is reserved. The customer undertakes to provide correct and complete address details. In the event that incorrect details incur additional shipment costs, e.g. for a second shipment, these shall be borne by the customer.
    2. In the event that the purchaser is in default of payment or of acceptance, the risk of an accidental transfer or an accidental impairment of the merchandise is transferred to the purchaser at the time, when the purchaser enters into default of payment or acceptance.
    3. The agreed delivery times are always considered non-binding, unless explicitly agreed otherwise in writing. The agreed delivery time is observed, if Dr. Wilfried Müller GmbH communicates the production and readiness for collection of the merchandise to the purchaser by the end of the delivery time, unless discharge of debt at creditor's domicile or at the debtor´s domicile have been exceptionally agreed.
    4. Dr. Wilfried Müller GmbH is entitled to make part deliveries and perform partial services, unless acceptance of such a part delivery or part service cannot be reasonably expected from the purchaser.
    5. In the event that the merchandise is sent to this address or to another address provided by the purchaser on the purchaser's request, the risk of the accidental loss or impairment of the merchandise is transferred to the customer, as soon as the merchandise has been handed over by the transport agent or have left the warehouse of Dr. Wilfried Müller GmbH for shipment. This applies irrespective of whether the merchandise is shipped from the place of fulfilment and which party bears the transport costs.
    6. Operational disruptions, disruption to power or raw material suppliers, transport disruptions, insofar as these events were unforeseeable, as well as strikes, lock-outs, government decrees and cases of force majeure free the party affected for the duration of the disruption and to the extent of its effect from obligations of delivery or acceptance. In the event that the delivery acceptance is delayed by more than three months, both parties are entitled to withdraw from the contract with regard to the amount affected by the disruption to delivery or acceptance.
    7. For deliveries to foreign countries, thepurchaser shall be obliged to comply with the applicable customs, import and other regulations. Any costs for customs, import, storage and any other fees incurred in connection with the delivery to a foreign country must be borne by the purchaser; any taxes incurred must also be paid by the purchaser.
  6. Retention of ownership

    1. Dr. Wilfried Müller GmbH reserves the ownership of the supplied merchandise to secure all claims against the purchaser which may arise from the business relationship. In the event of breach of contract by the purchaser, in particular arrears of payment, Dr. Wilfried Müller GmbH is entitled to reclaim the merchandise. If Dr. Wilfried Müller GmbH reclaims the merchandise, this automatically signifies its withdrawal from the contract. Dr. Wilfried Müller GmbH is entitled to sell the merchandise after it has been reclaimed; the income from this sale is to be offset against the purchaser's liabilities - less reasonable sales costs.
    2. The ownership of Dr. Wilfried Müller GmbH extends to new products created by processing of the merchandise subject to retention of title. In this case, ,the processing is performed for Dr. Wilfried Müller GmbH as the manufacturer. In the event that objects not belonging to Dr. Wilfried Müller GmbH are processed, combined or mixed with merchandise belonging to the latter, the Dr. Wilfried Müller GmbH shall obtain co-ownership in the proportion the invoiced value of the merchandise subject to retention of title to the invoiced values of third part materials.
    3. The purchaser assigns all claims from the sale of merchandise subject to the retention of title including bills and cheques to Dr. Wilfried Müller GmbH to secure the corresponding claims pursuant to item 6.1. Dr. Wilfried Müller GmbH accepts this assignment. When selling merchandise of which Dr. Wilfried Müller GmbH is the co-owner, the assignment is limited to the share of the claims corresponding to its co-ownership.
    4. As long as the purchaser is prepared and capable to fulfil its obligations vis-à-vis Dr. Wilfried Müller GmbH, it may use the merchandise of which Dr. Wilfried Müller GmbH is the owner or co-owner in the normal course of business and itself collect claims assigned to Dr. Wilfried Müller GmbH. Dr. Wilfried Müller GmbH is obliged not to collect the claims, as long as the purchaser fulfils its payment obligations with the collected proceeds, is not in arrears, and in particular no application for the initiation of insolvency proceedings has been filed or payments have been suspended. If the latter is the case, Dr. Wilfried Müller GmbH can demand that the purchaser discloses the assigned claims and their debtors to Dr. Wilfried Müller GmbH, provides all details necessary for the collection, hands over the corresponding documentation and communicates this assignment to the debtors.
    5. The purchaser can only agree assignments as collateral, pledges and assignments of claims, including by means of a sale of claims, only with the prior written consent of Dr. Wilfried Müller GmbH.
    6. If the value of the securities exceeds the secured claims by more than 10%, Dr. Wilfried Müller GmbH shall release the securities of its choice upon the purchaser's request.
  7. Rights of the purchaser due to faults

    1. The mere presentation of the articles in the online shop is classed as the simple functional specification, but not as a guarantee for the consistency of the articles. Declarations of guarantee of a third party, e.g. manufacturer's warranties, remain untouched.
    2. The purchaser must promptly after receipt of the merchandise, whether it complies with the contractually agreed properties and is suitable for the intended purpose.
    3. In case of obvious faults, Dr. Wilfried Müller GmbH must be promptly notified in writing thereof. Notification of hidden faults must be promptly given in writing after they have been discovered. Otherwise, the delivery is regarded as accepted.
    4. In the event that the merchandise is faulty the purchaser has the option to demand the removal of the defect in the form of subsequent fulfilment. There is no right to subsequent delivery when no replacement object is available, and Dr. Wilfried Müller GmbH cannot procure it from a third party. If the subsequent fulfilment in the meaning of § 440 S. 2 BGB (German Civil Code) fails, the purchaser is entitled to choose between withdrawing from the contract and reducing the purchase price. This also applies if Dr. Wilfried Müller GmbH seriously and finally refuses to provide the subsequent fulfilment. In the event that the fault is minor, the purchaser shall have the right to a reduced price.
    5. In the event that a trader's discount is granted, the warranty is excluded with the exception of intent, gross negligence and personal injury.
    6. A right of return within 14 days applies for items offered within the ‘repository’ section, starting from the date of receipt of the goods. Any further warranty rights are excluded. You will be deemed to have met the deadline if you dispatch goods within the 14-day period.
    7. With the exception of cases of intent, gross negligence and personal injury, warranty claims regarding the delivered merchandise lapse within one year,

      - unless otherwise agreed in writing.
      - Endoscopes shall have a warranty period of six months, which differs from the above period of one year.
      - For resellers a warranty period of 14 days shall apply. (A reseller is a party which intends to resell the merchandise at the time of entry into the contract with the vendor).

      The term starts at the time determined in § 199 BGB. It starts at the latest at the end of the maximum periods determined in § 199 para. 3 and para. 4 BGB.
    8. In the event that the purchaser or a third party conducts improper repair work or makes changes to the merchandise, they cannot assert any warranty claims for defect for the merchandise or the resulting consequences.
    9. Any transport, travel, work and material costs for the purpose of subsequent fulfilment are not borne by Dr. Wilfried Müller GmbH, insofar as these increase, because the merchandise has been transported to another place than the premises of the purchaser after their delivery, unless this transport is required for its intended use.
    10. There is no entitlement for warranty claims for insignificant deviations from the agreed characteristics, insignificant impairment of usability, natural wear & tear or damage, which occur after the transfer of risk due to incorrect or negligent use, excessive use, faulty assembly or due to external influences, which could not be expected according to the contract. There is also no entitlement for material defect claims, if the purchaser does not observe the instructions on handling, maintenance and inspections as well as care for the merchandise in the instruction manual.
    11. Warranty is excluded for batteries, lights and wearing parts.
  8. Liability

    1. All claims for compensation of the purchaser vis-à-vis Dr. Wilfried Müller GmbH are excluded irrespective if their legal basis, unless Dr. Wilfried Müller GmbH or its vicarious agents have acted purposefully or with gross negligence or at least have breached important contractual duties with minor negligence. Important contractual duties are those which protect significant legal entitlements of the contractual partner relevant to this contract, which must be granted to them under the contract according to its content and purpose. Contractual duties are also those duties, which make orderly execution of the contract possible in the first place, whereby the contractual partner relies and should be able to rely on compliance therewith.
    2. In the case of gross negligence or a breach of an important contractual duty due to minor negligence, compensation is limited to the typical and foreseeable damage.
    3. The liability for any damage, which is not incurred on the object of the contract, is excluded except for cases of intent and gross negligence.
    4. The above is without prejudice to liability due to fraudulent behaviour of Dr. Wilfried Müller GmbH and for accepted warranties, for claims according to the Product Liability Act (ProdHaftG) as well as damages due to injury to life, limb or health.
    5. In the event that the liability of Dr. Wilfried Müller GmbH is excluded or limited, this also applies to the personal liability of the members of staff, employers, representatives and vicarious agents of Dr. Wilfried Müller GmbH.
    6. For all claims for compensation or reimbursement of fruitless expenditure in case of contractual or non-contractual liability, which are asserted against Dr. Wilfried Müller GmbH - except for cases of intent, gross negligence or personal injury - a period of limitation of one year applies. The term starts at the time determined in § 199 BGB. The term starts at the latest at the end of the maximum periods determined in § 199 para. 3 and para. 4 BGB.
  9. Saving of the text of the contract

    Dr. Wilfried Müller GmbH saves the text of the contract. Upon request Dr. Wilfried Müller GmbH shall send the order confirmation together with all order details and the General Terms and Conditions to the email or address provided by the purchaser.

  10. Closing provisions, applicable law, place of jurisdiction

    1. This contract is governed by German law sunder exclusion of the UN Sales Law, unless written agreements to the contrary have been made.
    2. The exclusive place of jurisdiction for all disputes in connection with the business relationship is the domicile of Dr. Wilfried Müller GmbH. The latter is, however, entitled to initiate legal proceedings against the purchaser at its general place of jurisdiction. In the event that the purchaser does not have a general place of jurisdiction in Germany or in another EU member state, the place of jurisdiction for all disputes arising from and in connection with this contract is the domicile of Dr. Wilfried Müller GmbH.
    3. The place of fulfilment is the domicile of the vendor.
    4. If one or several of the provisions in these terms and conditions are or become ineffective, incomplete or in need of amendment, the effectiveness of all other contractual provisions shall not thereby be affected.
    5. The contractual parties are in this case obliged to agree on a provision which comes closest to the financial purpose of the invalid provision or to fill any identified omission.

Issued: June 2016