General Standard Terms and Conditions
1. General Information
Our General Terms and Conditions (GTC) apply exclusively. They form an integral part of all contracts that we conclude with the customer concerning the products and services offered. Individual agreements that deviate from or supplement these General Terms and Conditions shall take precedence. We do not recognize any terms and conditions of our customers that conflict with or deviate from our General Terms and Conditions in whole or in part unless we have expressly agreed to their validity in writing. Our General Terms and Conditions also apply even if we deliver to the customer without reservations in the knowledge that the customer’s terms and conditions conflict with or deviate from our General Terms and Conditions.
These General Terms and Conditions also apply to future business relationships with the customer even if they are not expressly agreed upon between the parties again.
If contradictory or incomplete provisions arise in the cooperation between us and our customers, these legal bases shall apply in the following order – if relevant: individual contract, these General Terms and Conditions, legal provisions. There are no verbal collateral agreements between the contracting parties.
2. Offer – Order Confirmation – Conclusion of a Contract
Our offers are subject to change and are non-binding unless otherwise stated in our offer. A contract is only concluded when we either accept the customer’s order with our written order confirmation or fulfill the order.
Information we provide regarding the product or service (such as quality, weight, dimensions, performance, scope of supply) in brochures, offers, or illustrations is to be understood as guidance only and shall not constitute a guarantee.
If the order value for new products is less than the minimum order value of EUR 100.00, we shall be entitled to charge a handling fee of EUR 62.50 plus applicable VAT.
3. Orders
Every order requires the exact specification of all details of our products. We assume no liability for errors and damage caused by inaccurate or incomplete ordering details.
4. Prices
Unless otherwise stated in the order confirmation, our prices are ex works and exclude packaging, transport costs, insurance, contributions, customs duties, charges, and VAT.
VAT will be shown separately on the invoice at the statutory rate applicable on the date of invoicing.
We reserve the right to change our prices appropriately if cost reductions or cost increases occur after conclusion of the contract, in particular due to changes in material prices or currency fluctuations, or if new list prices exist at the time of delivery. We shall provide proof of this to the customer upon request.
5. Payment Terms – Set-Off
Invoices are due for payment within 21 calendar days of the invoice date without deduction. The date on which we receive the payment determines whether the payment deadline has been met. Alternatively, the customer may grant us a SEPA direct debit mandate. In this case, the date on which the payment is unconditionally credited to our account determines whether the payment deadline has been met. A period of 5 calendar days applies for the SEPA pre-notification.
The customer shall ensure that sufficient funds are available in the account. Costs incurred due to non-payment or reversal of the direct debit will be borne by the customer provided the non-payment or the reversal was not caused by us.
We reserve the right to require advance payment or other suitable security from individual customers or for individual transactions where there is an objective reason for doing so, in particular where there are doubts regarding the customer’s creditworthiness.
If the invoice amount has not been paid within the payment period, the customer shall be in default without the need for a reminder. In this case, we shall be entitled after the payment period to charge interest on the respective payment due date at a rate of 9 percentage points above the respective base interest rate of the Deutsche Bundesbank. If the customer, who is not a consumer, is in default of payment, we are entitled to demand default interest and a lump sum payment for payment claims in accordance with Section 288 of the German Civil Code (BGB). If we are able to prove higher damages caused by the delay, we shall be entitled to claim them.
The customer may only exercise a right of set-off if the customer’s counterclaims have been finally adjudicated, are undisputed, or have been acknowledged by us. The customer shall have no right of retention based on disputed counterclaims.
If the invoice is to be settled via a central purchasing organization or purchasing pool, this is only possible with our express consent.
6. Delivery and Delivery Times
Unless otherwise agreed, deliveries shall be made in accordance with Incoterms® 2020 EXW (Ex Works), ex works Lenzkirch. This means that we make the goods available to the customer for collection from our factory or at another location designated by us. Upon making the goods available, responsibility for loading and further transportation passes to the customer. This also applies where we arrange transportation on behalf and at the expense of the customer or insure the delivery on the customer’s behalf.
We shall be entitled to make partial deliveries and render partial services provided that these are reasonable for the customer.
Delivery and performance dates as well as delivery and performance periods stated in our offers or other documents are non-binding and represent estimated timeframes only unless expressly agreed otherwise. Binding delivery or performance dates and periods require an express agreement and must be expressly designated as binding in the order confirmation.
Delivery periods or delivery dates specified by the customer shall not be binding upon us unless expressly confirmed in our order confirmation. We are entitled to deliver before the stated or agreed binding delivery date and to make partial deliveries, provided that the early delivery or partial delivery is reasonable for the customer.
Compliance with our delivery obligations is contingent upon the customer fulfilling its contractual obligations in a timely and proper manner. This requires, in particular, that all commercial and technical matters between us and the customer have been clarified and that the customer has fulfilled all cooperation obligations required for delivery in a timely manner. We reserve the right to invoke the defense of non-performance of the contract.
If the customer is in default of acceptance or otherwise breaches its obligations to cooperate, we shall be entitled to withdraw from the contract or claim compensation for any damage incurred by us, including additional expenses, provided the statutory requirements are met. Any further statutory claims remain unaffected. In such cases, the risk of accidental loss of or accidental damage to the goods shall pass to the customer as soon as the customer is in default of acceptance or fails to perform a required act of cooperation.
Delivery is subject to our timely and proper receipt of supplies. If, despite having concluded a corresponding cover transaction, we are not supplied on time or not supplied properly, and we are not responsible for such failure or improper supply, we shall be entitled to withdraw from the contract. In the event of untimely or improper receipt of supplies, we shall inform the customer without undue delay of the unavailability of the goods. Any consideration already provided by the customer shall be reimbursed without undue delay if we withdraw from the contract.
Events that were unforeseeable for us at the time the contract was concluded and for which we are not responsible, including, in particular, force majeure or unforeseeable operational disruptions such as insufficient material supply or labor disputes affecting us or our suppliers, shall entitle us to extend the delivery period by the duration of the impediment plus a reasonable restart period or to withdraw from the contract in whole or in part. In such cases, the customer shall not be entitled to damages or any other compensation for delay, provided that we are not responsible for the relevant circumstances. The same shall apply to corresponding events affecting our suppliers.
The delivery period shall be deemed complied with if the goods have been made available in accordance with the agreed delivery terms before expiry of the delivery period. If a binding delivery or performance date is exceeded, or if any other contractual obligation is not performed in due time by us, the customer must grant us a reasonable period for performance before asserting any claims that require prior notice under applicable law. Such period shall be at least three weeks.
We shall be liable for delay in delivery in accordance with the statutory provisions where the delay results from an intentional or grossly negligent breach of duty for which we are responsible. In the event of gross negligence for which we are responsible, our liability for damages shall be limited to foreseeable damage typically occurring in such cases.
To the extent that the delay in delivery is caused by a culpable breach of a material contractual obligation by us, we shall be liable in accordance with the statutory provisions. In such case, our liability for damages shall likewise be limited to foreseeable damage typically occurring in such cases, unless the delay results from intent or gross negligence on our part.
7. Delivery – Wholesale / Instruction / Export & Export Control
The sale of our products by wholesalers to end customers requires our prior express consent.
For devices intended for the medical technology trade that require installation and/or instruction at the end customer’s premises by a specialist dealer employee, we reserve the right to deliver the order exclusively to the responsible specialist dealer. If the specialist dealer fails to carry out the required installation and/or instruction at the end customer’s premises, we shall be entitled to perform these services ourselves and charge the resulting costs to the customer. Documentation of the instruction for products requiring instruction shall be carried out by the specialist dealer trained by us. The relevant documentation must be provided to us upon request.
Our specialist dealers are required to maintain an appropriate traceability system that enables our products to be traced to the respective end customer whenever necessary. Specialist dealers are obliged to report immediately to our Safety Officer any reportable incidents and any risks that become known to them in connection with our products.
The export of our products from the Federal Republic of Germany is subject to the applicable export regulations. The export of our products to non-EU countries requires our prior written consent. The customer is responsible, at its own expense, for obtaining all governmental approvals and permits required for import and export and for complying with all applicable legal requirements.
The delivery of products and the provision of services are subject to the absence of any impediments arising from national or international export control regulations, import regulations, or other applicable legal provisions. The customer undertakes to provide reasonable assistance in obtaining and providing the information and documentation required for export. The customer shall also notify us immediately in writing of any circumstances becoming known after conclusion of the contract that may result in a violation of applicable export regulations.
Delays not attributable to either party resulting from export reviews or required governmental approval procedures shall extend agreed delivery periods and delivery dates by the duration of the delay plus a reasonable restart period.
If performance of the contract is impossible because a required permit has not been granted or has not been granted in time, we shall be entitled to withdraw from the contract. In such case, the customer shall have no claim for damages or any other compensation unless we are responsible for the refusal or delay in granting the permit.
The customer shall be responsible for obtaining any import permit that may be required.
8. Returns and Product Submissions
Returns of New Products
In individual cases, products supplied by us may be eligible for return against issuance of a credit note, provided that the return has been requested through our Returns Portal at https://atmosmed.com/en/return-request and approved by us.
Returns are accepted only for products purchased from us, delivered no more than 14 days previously, and having a goods value exceeding EUR 25.00. The return shipment must be made within 14 days of delivery.
The product must be in perfect, marketable condition (undamaged, complete and unused) and must be returned in its original, undamaged packaging together with all accompanying documentation. Please also follow the packaging instructions available on our website. The return shipment must be clearly marked as a return. Otherwise, we reserve the right to refuse acceptance of the goods at the customer’s expense.
Excluded from return are, in particular, products past their expiry date, sterile packaged products, used goods, dangerous goods, custom-made products, products procured specifically for a customer, and used or damaged items.
Unless otherwise agreed, the costs of return shipment for the aforementioned reasons shall be borne by the customer. Return shipments must be sent to us with sufficient postage prepaid. We will not accept return shipments sent freight collect. Upon receipt of an approved return shipment, the goods will be inspected to verify their actual condition. If the condition of the goods differs from the information provided when the return request was submitted, we reserve the right to subsequently reject the return. In that event, the goods will be returned to the customer. Any handling and return shipping costs incurred will be charged to the customer.
For returns for reasons for which we are not responsible, we charge a processing fee of 15% of the value of the goods, but no less than EUR 50.00 plus applicable VAT.
The customer warrants that all products returned for credit are free from hazardous, infectious, biological, chemical, or radioactive contamination.
Where products may have come into contact with patients, body fluids, tissue samples, microorganisms, or other potentially hazardous substances during their intended use, the customer must perform proper cleaning and disinfection prior to return in accordance with all applicable legal, regulatory, and manufacturer requirements.
Returns of Evaluation or Loan Equipment
Returns from evaluation or loan arrangements must be in a hygienically clean condition. Proof of cleaning and wipe disinfection must accompany the goods. If such proof is not provided, cleaning and wipe disinfection will be charged separately. A surcharge will apply in cases of excessive contamination. We reserve the right to refuse acceptance of goods that appear to present a hygiene risk. The goods return note provided on our website must be used for this purpose.
The customer warrants that all returned products are free from hazardous, infectious, biological, chemical, or radioactive contamination.
Any additional administrative effort due to incorrectly completed forms or goods return notes shall be charged to the customer.
Products Sent in for Repair and Maintenance
Products sent in for repair or maintenance must be in a hygienically clean condition. Proof of cleaning and wipe disinfection must accompany the goods. If such proof is not provided, cleaning and wipe disinfection will be charged separately. For heavily soiled devices or where exceptional cleaning effort is required, a higher cleaning charge may apply. Performance of the repair may also be postponed until the device has been properly cleaned.
A fully completed repair service form must accompany every product sent in for repair. The cleaning and disinfection performed must be confirmed on the repair service form.
The customer warrants that all products returned for repair are free from hazardous, infectious, biological, chemical, or radioactive contamination.
9. Passage of Risk – Packaging
With the agreement of Incoterms® 2020 EXW (Ex Works), the risk of loss of or damage to the goods passes to the customer as soon as the customer has been notified that the goods are ready for dispatch or, where the customer has instructed us to arrange shipment, as soon as the goods have been duly handed over to the carrier and have left our factory.
If dispatch is delayed due to circumstances attributable to the customer or any person engaged by the customer, the risk shall pass to the customer on the date notification of readiness for dispatch is issued. For each day on which the customer fails to collect the delivery after being notified that the goods are ready for dispatch (default of acceptance), we shall be entitled to charge a storage fee of EUR 20.00 per pallet per day.
Where we arrange shipment of products on behalf of the customer, we shall be entitled to select the shipment method and carrier at our reasonable discretion unless the customer has notified us of specific shipping requirements in sufficient time prior to shipment. The customer shall bear all shipping costs unless otherwise agreed in writing.
Unless expressly agreed otherwise, our deliveries shall be insured at the customer’s expense. No transport insurance shall be arranged where the customer collects the goods. Claims relating to transport damage will only be processed where the customer demonstrates that the damage occurred at our factory before the product was made available for dispatch.
Unless mandatory statutory obligations regarding the take-back, recovery, or disposal of packaging apply, we shall have no obligation to accept the return of transport packaging or any other packaging materials. Statutory rights and obligations, in particular those arising under the applicable packaging legislation and Regulation (EU) 2025/40 on Packaging and Packaging Waste (Packaging and Packaging Waste Regulation – PPWR), shall remain unaffected.
10. Warranty for Material Defects
The customer is obliged to inspect the product immediately after delivery and to notify us of any defects or delivery errors that are not attributable to the transport within 5 working days after delivery. Otherwise, the delivery shall be deemed approved.
If the customer has complied with this obligation to inspect the product and notify us of any defects, we shall be liable for material defects for which we are responsible from the day of the transfer of risk as follows:
- New products: 2 years
- New flexible endoscopes, monitors, and PCs: 2 years
- Spare parts and repairs: 1 year
- Used equipment: No warranty
- Batteries: No warranty (6 months free replacement, unless malfunction is due to handling and use)
The prerequisite for our liability for material defects is that the customer can provide proof of purchase (by means of invoice or delivery note) and that the original, unchanged serial number is still on our product.
In addition, the following applies to our liability for material defects:
a. In the event of subsequent performance, our service consists, at our discretion, of free repair – either at the customer’s premises or at the factory – or replacement of the product. We can also provide the subsequent performance through a company authorized by us for this purpose.
b. If a product is returned to us, the customer must send the product in its original packaging or in equivalent protective packaging to us or to the address specified by us.
c. Our liability for material defects ceases to apply if changes of any kind have been made to the product, unless the change was made by us or a company authorized by us or we have previously agreed to the change in writing. Likewise, there are no claims under the warranty for material defects if third parties have carried out repairs on the product or replaced parts.
This applies regardless of whether these measures individually or in combination with other factors are the cause of a material defect.
d. Furthermore, we accept no liability for material defects caused by
- operational or normal wear and tear;
- incorrect or inadequate maintenance by the customer or third parties;
- improper use or operating errors (contrary to the Instructions for Use delivered with the product);
- improper or negligent handling and care, in particular contamination, calcification, suction of liquids, improper cleaning or disinfection or sterilization; use of cleaning agents and disinfectants not approved by us;
- use of accessories and/or spare parts not expressly approved by us;
- incorrect installation, assembly, or commissioning by the customer or third parties;
- the customer’s negligence in handling the product; unacceptable operating conditions, in particular due to moisture/humidity, temperature, power connections or power supply, vibrations, inadequate ventilation; or accidents, force majeure, or any other causes for which we are not responsible, in particular lightning, water, fire, public disorder.
We are not liable for damage caused by defects that does not occur to the product itself, except in the case of intent or gross negligence, including intent and gross negligence on the part of our representatives or vicarious agents. Unless we are responsible for an intentional breach of contract, our liability for damages shall be limited to the foreseeable damage typically occurring in such cases. The same shall apply if we culpably breach a material contractual obligation. The mandatory provisions of the German Product Liability Act remain unaffected.
e. In special cases, the return of articles is excluded. Examples of this are custom-made products, sterile goods, or used/second-hand goods.
11. Retention of Title
We retain ownership of the products until we have received all payments from the business relationship with the customer, including all receivables from follow-up orders, subsequent orders, repairs, accessory deliveries, and spare parts orders. Where payment by check/bill of exchange procedure has been agreed with the customer, the retention of title shall also extend to the customer’s honoring of the bill of exchange accepted by us and shall not expire upon crediting of the check received by us. If the customer acts in breach of contract, in particular by being in default of payment, we shall be entitled to repossess the products. Repossession of the products on our part does not constitute a withdrawal from the contract unless expressly declared by us in writing.
Following repossession of the products, we shall be entitled to realize them. The proceeds from such realization shall be credited against the customer’s liabilities, less reasonable realization costs.
As long as ownership has not yet passed to the customer, the customer shall treat the products with care and insure them against damage at their replacement value. The customer hereby assigns to us any future claims arising from the insurance contracts.
If maintenance and inspection work is required, the customer shall carry it out in good time and at the customer’s own expense. The customer shall be entitled to resell the products purchased from us in a proper business transaction. However, the customer hereby assigns to us all receivables arising from the resale to the customer’s customers or third parties up to the amount of our invoice claim (including VAT). The customer shall remain authorized to collect this receivable even after assigning it to us. This does not affect our right to collect the receivable ourselves. We shall release the securities to which we are entitled at the customer’s request insofar as the realizable value of our securities exceeds the receivables to be secured by more than 10 percentage points. We shall determine which securities are to be released.
Filing for the commencement of insolvency proceedings over the customer’s assets entitles us to withdraw from the contract with immediate effect and to demand the immediate return of the products subject to retention of title.
12. Plans and Drawings, Software
We reserve all proprietary rights, copyrights, and industrial property rights to plans and drawings, illustrations, technical documents, calculations, and other documents, including in electronic form, that are attached to our offers. This also applies in particular to documents marked as “confidential.” Before providing any such documents to third parties, the customer must obtain our prior written consent.
If software forms part of the scope of supply, the customer shall receive a non-transferable and non-exclusive right to use the software supplied. The software may be used solely at the agreed installation site and in accordance with the contractual provisions. Where the software forms part of a product, the right of use shall be limited exclusively to use in connection with that product. We reserve all other rights to the software.
If software forms part of a contractual product, the customer shall also be required to enter into an end-user license agreement with us.
Any imitation of our legally protected products is prohibited and will be pursued through legal action.
13. Place of Jurisdiction and Place of Performance
Our principal place of business shall be the place of jurisdiction for all disputes arising in connection with these General Terms and Conditions and any contracts concluded with the customer on the basis thereof. This jurisdiction shall exclude any other jurisdiction based on the parties concerned or the subject matter of the dispute. Furthermore, the customer shall not be entitled to bring action against us before another court if the customer asserts a counterclaim, exercises a right of set-off, or asserts a right of retention. However, we shall be entitled to bring action against the customer at the customer’s general place of jurisdiction or before any other court having jurisdiction under German or foreign law. Unless otherwise stated in the order confirmation, our principal place of business shall be the place of performance.
14. Choice of Law
These General Terms and Conditions and all legal relationships between the customer and us shall be governed by and construed exclusively in accordance with the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
15. Final Provisions
Personal data are processed in compliance with the applicable data protection laws. Further information regarding the processing of personal data and the rights of data subjects can be found in our Privacy Policy, available on our website at https://atmosmed.com/en/privacy-policy.
The invalidity of any individual provision of these General Terms and Conditions shall not affect the validity or enforceability of the remaining provisions.
Lenzkirch, October 2026
ATMOS MedizinTechnik GmbH & Co. KG
79853 Lenzkirch/Germany