General Terms and Conditions

1. Scope

All deliveries, services and offers are made exclusively in accordance with the following General Terms and Conditions. They shall also apply to all future business relations, even if there is no express agreement at the time of conclusion of the contract. The general terms and conditions of a supplier or customer shall rescind if they contain clauses to the contrary, in particular supplementary or conflicting clauses with regard to these General Terms and Conditions.

2. Delivery time and scope of delivery

In the event of technical production delays, we reserve the right to make partial and replacement deliveries to a reasonable extent. A claim for compensation for damage caused by delay shall only exist in the event of gross negligence or intent. The delivery times stated by us in writing below are subject to punctual self-delivery. We shall not be liable for delays in delivery and performance due to force majeure. Force majeure shall exist in particular in the event of natural disasters or industrial disputes in supply companies.

3. Terms of delivery

To ensure the health of contact lens wearers and the correct fitting and care of our products, we supply our contact lenses and contact lens care products only to trained contact lens adjuster. We presuppose that the contact lens adjuster feels obliged to the code of honour of the VDCO (Vereinigung Deutscher Contactlinsen-Spezialisten und Optometristen e.V.) or rules of an equivalent association and practices according to the professional rules. Furthermore we presuppose that he has the technical possibilities to adapt our products professionly in order to service the consumers adequately. We reserve the right to check this. Part of these General Terms and Conditions is also that the consumer is regularly invited for checking purposes. The contact lens adjuster is obligated, within the scope of his ability, to carry out a periodic check-up/control of the eye/cornea and contact lens at the consumer.

4. Prices

The prices quoted in the price lists are net prices and do not include value-added tax at the statutory rate applicable at the time, nor shipping costs. Value-added tax and shipping costs are shown and calculated separately on the invoice issued on the basis of the delivery. The applicable price list is decisive for each order. This also applies, if it was not yet known to the customer or purchaser when the order was placed. Without a new price list, an increase in the purchase price is permissible if the purchase prices increase after the order has been placed. In the event of significant price increases, the customer has the right to withdraw from the purchase contract.

5. Terms of payment

5.1 Maturity date, discount
Payment shall be made in the conditions and terms which are expressively agreed in writing by both parties. Unless otherwise is agreed, payment will be made in advance. In case delivery is made before receipt of whole payment stated in the Contract the Product shall be considered property of the Vendor until such payment is made, to the extent which is permitted by the law of the country where the Product is situated after delivery. If such law does not allow the Vendor to retain the property of the Product, the Vendor shall be entitled to benefit of other rights in respect thereof as such law permits him to retain. If case of delay in payment by the Purchaser the Vendor shall be entitled to receive interests on the due sum according to the date on which this sum was due. This has to be given by Vendor in writing within reasonable time. No discount can be claimed for call-off orders, seminars and other services. Invoices for which we grant any other type of deferment of payment are not discountable.

5.2 Default

After expiry of the maturity date and receipt of an invoice or equivalent payment statement, the customer shall be in default in accordance with the statutory provisions, without any further legal action being required. From this point in time, interest shall be charged on the purchase price at 5 percentage points above the base interest rate, insofar as legal transactions with consumers are concerned, and at 8 percentage points above the base interest rate, insofar as a consumer is not involved in the legal transaction. This does not exclude the assertion of further claims for damages.

6. Dispatch

The risk and costs for delivery, dispatch or provision of the goods shall be borne by the buyer. The risk of accidental loss or deterioration of the goods shall pass to the buyer upon transfer to the transport company.

7. Exclusion of liability

Liability shall only be assumed for damages incurred if they are based on a breach of a fundamental contractual obligation or on intentional or grossly negligent conduct on the part of the supplier, its legal representatives or vicarious agents. Any further liability for damages is excluded. Liability for culpable injury to life, limb or health in accordance with the statutory provisions shall remain unaffected. This shall also apply to mandatory liability under the Product Liability Act.

8. Retention of title

Until the purchase price has been paid in full, the goods remain the property of the supplier. In the case of delivery to merchants, this retention of title exists until all claims arising from the business relationship have been settled. In this case, the supplier must release the goods subject to retention of title at the buyer‘s request insofar as this is not necessary in terms of value to cover the customer‘s other liabilities. The goods subject to retention of title shall be returned immediately after withdrawal from the underlying purchase contract. An express request for return by the supplier shall be deemed a withdrawal from the purchase contract. The purchaser is entitled to resell the goods subject to retention of title within the framework of ordinary business operations. The purchase price claims arising from this resale are hereby relinquishedmä to the supplier.

9. Notice of defects

The obligations of §§ 377 and 378 HGB apply with the proviso that the purchaser or the buyer, who is a merchant within the meaning of the German Commercial Code (HGB), must report all recognisable defects, shortages or incorrect deliveries in writing within 5 working days. In the event of a justified notification of defects in due time, the supplier shall be obliged, at his discretion, to make replacement deliveries or to reimburse the depreciation. Offsetting against a counterclaim is only permissible to the extent that this is uncontested or against which no legal recourse is possible.

10. Partial effectiveness

Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. In such a case, the statutory provisions shall apply instead of the invalid provision of the General Terms and Conditions.

11. Place of jurisdiction and legal system

The place of performance for all claims arising from the contractual relationship is Bordesholm. Place of jurisdiction is Kiel. The laws of the Federal Republic of Germany apply exclusively to the initiation, conclusion and execution of the contract as well as to all related legal issues.