General Terms and Conditions of Sale and Delivery
(1) General
1. These Terms of Delivery apply to all transactions between audifon and the customer with regard to deliveries and/or services of audifon, in particular delivery, installation and assembly services (hereinafter referred to collectively as: the "services"). Unless these GTD contain deviating regulations, the General Terms and Conditions of Delivery for Products and Services of the Electrical and Electronics Industry issued by the German Electrical and Electronic Manufacturers' Association (ZVEI) (hereinafter referred to as: the ZVEI Terms of Delivery) shall additionally apply, and for the provision of standard software the software clause also issued by ZVEI for the provision of standard software as a part of deliveries (hereinafter referred to as: the software clause), each in the last amended version in force at the time of conclusion of the contract.
2. General terms and conditions of business of the customer shall not become part of the contract, even where audifon does not expressly object to them; they shall apply only to the extent that audifon has expressly agreed to their validity in writing.
3. These Terms of Delivery shall apply only to companies, legal persons under public law or public special funds within the meaning of Sections 310 paras. 1, 14 German Civil Code (BGB).
4. Subject to proof to the contrary, a written contract or written confirmation of audifon shall be authoritative regarding the content of individual agreements reached in individual cases with the customer (including subsidiary agreements, additions and amendments).
5. In the event of a conflict between these Terms of Delivery, the ZVEI Terms and Conditions of Delivery, the software clause and any relevant individual agreements, the following order of priority shall apply:
(i) individual agreement,
(ii) GTD,
(iii) software clause,
(iv) ZVEI Terms and Conditions of Delivery.
(2) Conclusion of contract
1. Quotations of audifon shall be made without obligation and are non-binding unless the quotation is designated in writing as binding.
2. The customer shall be bound by his declarations regarding the conclusion of contracts for two weeks.
3. A contract shall come into being only by virtue of a document signed by both parties or by audifon's written order confirmation in response to a customer order or, additionally, by rendering of the ordered service to the customer by audifon.
4. Information provided by audifon about the subject of performance (e.g. weights, dimensions, tolerances and technical data) and representations relating to same (e.g. figures) shall be authoritative to an approximate extent only, unless serviceability for the contractually intended purpose is contingent on exact conformity. They do not contain any indications or guarantees of quality unless same are explicitly designated as binding or where a specific quality is explicitly warranted by audifon as binding.
(3) Delivery, Default
1. Unless explicitly agreed otherwise, delivery shall be effected FCA Kölleda in accordance with Incoterms 2020.
2. The right to effect correct and timely self-supply is reserved.
3. At the customer's request and expense, the goods shall be shipped to a different destination as an additional service. Unless otherwise agreed, audifon shall be entitled to itself determine the mode of shipment (in particular, the transport company, shipping route, packaging). audifon shall insure the goods at the customer's expense against transport damage and loss. However, with sales shipment the risk of accidental perishing and accidental loss of the goods and the risk of delay shall already pass on delivery of the goods to the forwarder, the carrier or other person otherwise designated to effect shipment.
4. To safeguard any claims against the transport insurer, damage and loss must be immediately reported by the customer to audifon after delivery. Externally identifiable damage to the goods must be documented to the transport company.
5. Dates marked by audifon as "binding" or "confirmed" in the quotation or the order confirmation constitute legally binding dates in the sense that audifon will be in default with the above delivery if audifon is to blame for the delay. Dates designated by audifon in the quotation or the order confirmation as a "planned date" or a "desired date" constitute legally non-binding dates in the sense that a separate request from the customer is required for such date to become due for performance.
(4) Order Processing Fee
1. audifon charges a processing fee of 2% of the total net value of the order for each order, but at least EUR 10.00 net.
(5) Prices, Payments
1. All prices are quoted EXW Kölleda according to Incoterms 2020 plus statutory value-added tax.
2. Any costs for transport insurance, packaging and transport will be charged separately. Shipping costs will be calculated at audifon's flat rates currently in force at the time of conclusion of the contract.
3. Unless otherwise agreed, payments shall be net due within 30 days of the invoice date.
4. The customer shall be in default of payment on expiry of the above payment period or on expiry of a payment period otherwise agreed. During such default the customer shall owe interest at a rate of 9% above the relevant base rate. audifon reserves the right to assert a higher claim for damages for default.
(6) Software
1. Deviating from item 1b of the software clause, its provisions shall also apply to "firmware".
2. Deviating from item 3a of the software clause, the licence for the contractual software shall be valid worldwide.
(7) Voluntary right of return
1. Unless otherwise provided in writing, audifon offers the customer, without prejudice to its statutory rights, a voluntary, limited right of return subject to a charge for hearing aids and accessories in "as new" condition (hereinafter referred to as "products eligible for return") in accordance with the following conditions.
2. Products eligible for return may be returned within 90 days of delivery. Timely receipt of the return by audifon shall decide as regards compliance with the deadline.
3. In the case of a return, a handling fee of €10.- per hearing device will be charged for each return transaction. audifon reserves the right to inspect the quality/condition of returned products. Should this inspection show mechanical damage, electroacoustic deviations, missing or damaged components or other deviations not attributable to audifon, the customer will be charged for the actual cost of the repair, plus the handling fee. This shall be calculated at audifon's rates for labour and material costs currently in force (plus value-added tax).
4. Where an in-the-ear hearing aid is returned, the customer will be charged a contribution to production costs of €80.- in addition to the costs according to item 3 above.
5. Any surcharges for special features of products eligible for return will not be refunded in the context of the return.
6. After inspecting the quality/condition of the returned products, audifon shall issue a corresponding credit note (difference between the sales price of the returned products and the costs according to items 3 and 4 plus any surcharges for special features).
7. Consumables such as (rechargeable) batteries, cleaning products, etc. are fundamentally excluded from return.
(8) Warranty
1. The delivered goods must be carefully inspected immediately after delivery to the customer or to a third party designated by same. As regards obvious defects or others which would have been recognisable on immediate careful examination, the goods shall be deemed to have been approved by the customer unless audifon receives a written notification of defects within seven (7) working days after delivery. As regards other defects, the delivered goods shall be deemed to have been approved by the customer unless the notification of defects is received by audifon within seven (7) working days after the defect appeared; where the defect was already apparent at an earlier time in the case of normal use, this earlier date shall however be decisive for commencement of the notification deadline.
2. At the request of audifon delivered goods that are defective shall be returned to audifon carriage paid. With the justified notification of defects audifon shall reimburse the costs of the most affordable shipment route; this shall not apply where the costs are increased because the delivered goods are located at a place other than the place of intended use.
(9) Guarantee
1. audifon offers as follows a warranty in addition to and independently of the guarantee of quality stated in item VIII of the ZVEI Terms of Delivery:
a) Guarantee for behind-the-ear and in-the-ear hearing aids
Behind-the-ear and in-the-ear -hearing aids are subject to a guarantee period of 12 months from handover by the customer to the end customer, however no longer than 15 months from the date of delivery to the customer. On request, the customer shall inform audifon of the date of handover to the end customer.
b) Guarantee periods for in-the-ear kits
With the delivery of kits which undergo further processing by the customer (production of an in-the-ear device), the guarantee period offered by audifon shall end with the commencement of further processing by the customer.
2. The guarantee offered by audifon extends to the rectification of hearing systems free of charge in the case of faulty workmanship and materials. If rectification is not possible or is delayed beyond a reasonable period of time, substitute delivery shall be effected.
3. No guarantee claims for audifon products shall exist in the event of normal wear and tear, where the customer or its customer itself caused the malfunction or defect, or in the case of improper use, operation exceeding the given technical specifications, improper treatment or care, chemical influences, ingress of moisture or overloading. Where repairs or interventions involving audifon devices are performed by third parties associated with the claimed defect, the warranty shall lapse in this regard.
(10) Repair services
1. Repair services outside of the warranty and guarantee undertaking must be agreed separately.
2. Repair services to hearing systems and accessories will be invoiced according to audifon's applicable service price lists.
3. Requested cost estimates shall be subject to a charge and will be invoiced at a flat rate of €25.-. There will be no charge for the cost estimate if a repair is requested.
(11) Force majeure
a) In cases of force majeure, the contracting party affected will be released from the obligation of supply or acceptance for the duration and extent of such effect. Force majeure means any event beyond the control of the respective contracting party which prevents it, in whole or in part, from performing its obligations, including fire damage, natural disasters, strikes, pandemics and legitimate lockouts as well as operational disruptions or official orders for which it is not to blame. Problems of supply and other service disruptions on the part of audifon's subsuppliers shall be considered as force majeure only where the subsupplier is himself prevented from providing the service incumbent on him by an event according to sentence 1.
b) The contracting party affected shall immediately notify the other contracting party of the occurrence and cessation of the instance of force majeure and shall use its best efforts to remedy such force majeure and to limit its effects as far as possible.
c) In the event of force majeure, the contracting parties shall agree on further procedure and determine whether, after its termination, subsequent delivery of the goods not delivered during this period is to be effected. Nevertheless, either contracting party is entitled to cancel orders affected by this where force majeure lasts for more than six (6) weeks from the agreed delivery date. The right of each contracting party to terminate the contract for good cause in the event of long-term force majeure shall remain unaffected.
As at: August 1st, 2022