Terms and Conditions

1 General 
These terms and conditions shall form the basis for all commercial transactions between adeor medical AG (ADEOR) and its customers. General conditions of purchase published by the customer, as well as any other conditions shall only be binding, if specifically accepted in writing by ADEOR.

2 Pricing & Orders 
The prices quoted by ADEOR are without obligation and subject to change. ADEOR reserves the right to implement reasonable technical changes at any time. Submission of the order by the customer, either by signing and returning a quotation from ADEOR or by submitting a separate order, shall represent a legally binding offer of contract. The contract shall only be considered to be concluded, once ADEOR has issued an order confirmation or, alternatively, has shipped the ordered goods or fulfilled the  ordered services. Only the content of the order confirmation issued by ADEOR shall be binding for ADEOR. 

3 Payment terms & title retention 
Payment terms for all international orders are payment prior to dispatch unless a variation is stated on the ADEOR order confirmation or agreed between ADEOR and the customer in writing. Payment for invoices must be made in full by the due date. Installments will only be accepted if ADEOR has agreed to them in writing. Transaction costs, including bank fees, are the responsibility of the customer.  ADEOR reserves the right to charge late penalty fees and interest for overdue payments within the scope of the German law. ADEOR only accepts offsetting of claims by the customer if these claims have been accepted by ADEOR in writing or are legally valid. The ownership of any goods delivered by ADEOR only passes to the customer once payment has been made in full. 

4 Delivery & Returns 
ADEOR will endeavor to deliver any goods by the date specified in the order confirmation, however no guarantee is provided in regards to delivery dates or times. Delivery times are non-binding as goods are manufactured specifically for the customer. If a delay is inevitable, ADEOR shall inform the customer about the delay, stating a new delivery date. ADEOR is not liable for slight and medium negligence. ADEOR is responsible for arranging the shipment of goods ordered by the customer, unless the customer requests to arrange shipping directly. The risk passes from ADEOR to the customer with the receipt of the goods. Any complaints by the customer in relation  to any goods delivered by ADEOR must be made by the customer in writing within 5 days of the receipt of the goods ADEOR reserves the right of part-deliveries. 

5 Warranty 
ADEOR provides a manufacturer warranty of 2 years for any material or manufacturing defects. Excluded from the warranty are all used goods, goods for a demonstration purpose as well as consumables. In the case of any valid warranty claims, ADEOR reserves the right to either repair the goods or to provide the customer with a replacement. These terms represent the full scope of the warranty provided by ADEOR. ADEOR is not liable for damages sustained to property other than the ADEOR goods themselves. ADEOR is also not liable for loss of profit or any other financial loss of the customer. The liability for consequential damages is limited to foreseeable damages.

6 Jurisdiction 
Place of Jurisdiction is Munich, Germany and all commercial transactions between ADEOR and the customer shall be governed by German law with the exclusion of the UN Convention on Contracts for the International Sale of Goods. 

7 Other 
If any part or clause of this agreement is or becomes illegal, invalid or unenforceable, the validity or enforceability of the remainder of these general sales conditions shall not be effected.