General terms and conditions
General Terms and Conditions of Sale and Delivery
SonoMedical GmbH
Hindenburgstr. 56
41542 Dormagen
Germany
Phone: +49 2133 273 791
E-mail: info@sono-medical.com
Managing Director: Claudia Peters
Registered office: Dormagen
Register court: Amtsgericht (Local Court) Neuss, HRB 21281
VAT ID: DE338056399
(hereinafter the “Seller”)
Version: October 2026
This English version is a convenience translation. In the event of any discrepancy, the German version shall prevail (see Section 12 (4)).
§ 1 Scope
1. These General Terms and Conditions of Sale and Delivery (hereinafter the “Terms”) apply to all offers, deliveries and services of the Seller to its contractual partners (hereinafter the “Client”). In the version valid at the time of the respective conclusion of contract, they also apply to future contracts with the same Client without the Seller having to refer to them again; the Seller will inform the Client of any changes.
2. These Terms apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (including self-employed professionals), legal entities under public law and special funds under public law. The Seller does not enter into contracts with consumers (Section 13 BGB).
3. Deviating, conflicting or supplementary terms and conditions of the Client shall not become part of the contract, even if the Seller does not expressly object to them or delivers in knowledge of such terms. This also applies if the Seller refers to a letter that contains or refers to the Client’s terms and conditions.
4. Individual agreements made with the Client in a specific case (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms (Section 305b BGB). Subject to proof to the contrary, the Seller’s offer or order confirmation in text form shall be decisive for the content of such agreements.
§ 2 Offer and Conclusion of Contract
1. The presentation of equipment on the Seller’s website does not constitute a binding offer but an invitation to submit an enquiry. No contract is concluded via the enquiry forms on the website.
2. The Seller’s offers are subject to change and non-binding unless they are expressly designated as binding or contain a specific period for acceptance. The Seller may accept orders from the Client within fourteen days of receipt.
3. The contract is concluded when the Client accepts a binding offer of the Seller or when the Seller confirms the order in text form (e.g. e-mail). The scope of delivery and the quality of the goods (in particular the condition of the equipment, probes, software options and accessories) are determined by the offer or order confirmation.
4. Legally relevant declarations and notices by the Client after conclusion of the contract (e.g. setting of deadlines, notices of defects, rescission) must be made in text form (e.g. e-mail). Statutory form requirements and further evidence remain unaffected.
§ 3 Prices and Payment
1. Prices apply to the scope of goods and services specified in the offer or order confirmation. Additional or special services will be charged separately. Prices are in euros, ex warehouse Dormagen, plus the applicable statutory VAT and – unless otherwise agreed – plus costs of packaging, shipping, transport insurance and any customs duties, import charges and fees.
2. As a rule, the Seller delivers against advance payment. If no advance payment has been agreed, the invoice amount is payable without deduction within eight days of the invoice date, unless otherwise agreed in text form. The timeliness of payment is determined by receipt of payment by the Seller.
3. Upon expiry of the payment period, the Client shall be in default without further reminder. During default, the purchase price shall bear interest at the statutory default interest rate applicable to transactions not involving consumers (currently nine percentage points above the base rate, Section 288 (2) BGB). The Seller may also claim the lump sum of EUR 40 pursuant to Section 288 (5) BGB. The right to claim further damages caused by default is reserved; vis-à-vis merchants, the claim to interest from the due date (Section 353 German Commercial Code, HGB) remains unaffected.
4. The Client may only set off claims that are undisputed, have been finally determined by a court or are ready for decision. The Client may only exercise a right of retention if its counterclaim is based on the same contractual relationship. The Client’s rights in respect of defects, in particular the right to withhold an appropriate part of the purchase price in the event of defects, remain unaffected.
5. If, after conclusion of the contract, it becomes apparent that the Seller’s claim to payment is jeopardised by the Client’s lack of ability to pay, the Seller may refuse performance in accordance with Section 321 BGB and – if necessary after setting a deadline – rescind the contract.
§ 4 Delivery and Delivery Time
1. Delivery dates and periods stated by the Seller are approximate only, unless a fixed date or period has been expressly promised or agreed in text form. If advance payment has been agreed, a delivery period does not begin before receipt of payment.
2. The Seller is not liable for impossibility of delivery or for delays in delivery to the extent that these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded and for which the Seller is not responsible (e.g. transport disruptions, strikes, lawful lockouts, official measures, difficulties in obtaining necessary permits or export/import documents, failure of suppliers to deliver or to deliver on time despite a congruent covering transaction concluded by the Seller in good time). In the case of temporary obstacles, delivery periods are extended or delivery dates postponed by the duration of the obstacle plus a reasonable start-up period. If such events make delivery permanently impossible or unreasonable, both parties are entitled to rescind the contract; if the obstacle lasts longer than two months, the Client may rescind after setting a reasonable grace period. In the event of rescission, the Seller will refund any payments already made without undue delay.
3. Partial deliveries are permitted to the extent that they are reasonable for the Client.
4. If the Seller is in default of delivery or delivery becomes impossible for the Seller, claims for damages of the Client are governed by Section 8 of these Terms. The Client’s statutory right of rescission remains unaffected.
§ 5 Place of Performance, Shipment and Passing of Risk
1. The place of performance for all obligations arising from the contractual relationship is Dormagen, Germany, unless otherwise agreed.
2. If a delivery term under the Incoterms® 2020 of the International Chamber of Commerce has been agreed in the offer or order confirmation, it shall take precedence over paragraphs 3 and 4 with regard to costs and passing of risk.
3. If the Seller ships the goods at the Client’s request to a place other than the place of performance, the risk of accidental loss and accidental deterioration passes to the Client upon handover of the goods to the forwarder, carrier or other person designated to carry out the shipment; the start of the loading process is decisive. This also applies to partial deliveries and if the Seller has assumed other services (e.g. shipping costs or delivery). If the Client collects the goods, the risk passes upon handover to the Client.
4. If shipment or handover is delayed for reasons for which the Client is responsible, or if the Client is in default of acceptance, the risk passes to the Client on the day on which the goods are ready for shipment and the Seller has notified the Client accordingly.
5. After prior consultation with the Client, the Seller will insure the shipment against transport damage at the Client’s expense.
6. The Client must note any transport damage on the consignment note or with the carrier upon delivery and notify the Seller in text form without undue delay so that the Seller can preserve claims against the carrier or the insurer.
§ 6 Deliveries Abroad, Customs and Taxes
1. For deliveries outside Germany (in particular to Switzerland), the Client is responsible for importation, in particular for import clearance, customs duties, import VAT and other charges, and for any required import permits, registrations and notifications, unless expressly agreed otherwise. The Seller provides the commercial documents required for export (e.g. invoice, export documents).
2. The Client shall ensure that the placing on the market, supply and use of the equipment in the country of destination comply with the regulations applicable there (in Switzerland in particular the Medical Devices Ordinance – MedDO/MepV). To the extent that the Client thereby assumes obligations of an importer or user, it fulfils them on its own responsibility; the Seller provides the Client with the documents available to it (e.g. the manufacturer’s declaration of conformity, instructions for use).
3. For tax-exempt deliveries within the European Union, the Client shall provide its valid VAT identification number before delivery. For tax-exempt intra-Community supplies and export deliveries, the Client shall cooperate in providing the required evidence (e.g. entry certificate (Gelangensbestätigung), proof of export or import). If the Client fails to cooperate and the delivery therefore becomes subject to VAT, the Client shall reimburse the Seller for the VAT incurred.
4. The Client undertakes not to pass on the goods delivered in breach of applicable export control and sanctions regulations (in particular those of the European Union and Switzerland). The Seller is not obliged to deliver to the extent that obstacles arising from such regulations prevent delivery.
§ 7 Claims for Defects
1. Statutory provisions apply to material defects and defects of title unless otherwise stipulated below. The quality owed is determined primarily by the quality agreed in the offer or order confirmation (in particular the description of condition, scope of delivery, software version). In the case of used equipment, signs of wear corresponding to age and use do not constitute a defect.
2. New items: The limitation period for claims based on material defects is one year from delivery unless otherwise agreed in text form.
3. Used and refurbished items: Claims based on material defects are excluded unless a period for such claims has been expressly promised in the offer or order confirmation; in that case the promised period applies from delivery. The exclusion does not apply to defects fraudulently concealed by the Seller, to an agreed quality (paragraph 1 sentence 2) or to guarantees of quality or durability.
4. The shortening of the limitation period (paragraphs 2 and 3) and the exclusion (paragraph 3) do not apply to claims for damages based on intent or gross negligence and in the cases of Section 8 (3), to fraudulently concealed defects, to guarantees, to recourse claims in the supply chain under Sections 445a, 445b, 478 BGB, or to other cases in which the law mandatorily prescribes a longer period.
5. The Client must carefully inspect the goods without undue delay after delivery. Obvious defects and defects that were recognisable during such an inspection must be notified to the Seller in text form within seven working days of delivery; defects that become apparent later (hidden defects) within seven working days of their discovery. If the Client is a merchant, the goods are deemed approved if these periods are not observed (Section 377 HGB); for other Clients, rights in respect of hidden defects are retained if the period is missed, provided the Seller suffers no damage as a result of the late notice.
6. If the goods are defective, the Seller may first choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement). The Seller bears the expenses required for subsequent performance, in particular transport and shipping costs, if a defect actually exists. At the Seller’s request, an item complained about must be sent to the Seller for inspection; the Seller will reimburse the costs if the complaint is justified. If a request to remedy a defect turns out to be unjustified, the Seller may demand reimbursement of the costs incurred from the Client if the Client recognised or negligently failed to recognise that there was no defect.
7. If subsequent performance fails, or if a reasonable period for subsequent performance has expired without success or is dispensable, the Client may rescind the contract or reduce the purchase price. The Client may claim damages and reimbursement of futile expenses only in accordance with Section 8.
8. If the Client modifies or repairs the delivered item, or has it modified or repaired by third parties, without the Seller’s consent, claims for defects lapse to the extent that remedying the defect is thereby made impossible or unreasonably difficult. The Client bears any additional costs of remedying the defect resulting from the modification.
9. Wear parts and consumables (e.g. batteries, printer paper) are excluded from claims for defects insofar as the defect is due to natural wear and tear.
§ 8 Liability
1. The Seller is liable for damages – on whatever legal grounds – in accordance with the statutory provisions in cases of intent and gross negligence.
2. In cases of simple negligence, the Seller is liable only for damage resulting from the breach of an essential contractual obligation (cardinal obligation), i.e. an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Client may regularly rely (e.g. delivery of a defect-free item). In this case, liability is limited to the foreseeable damage typical for the contract at the time the contract was concluded.
3. The limitations under paragraph 2 do not apply in the event of injury to life, body or health, to fraudulently concealed defects, where a guarantee has been given, to claims under the German Product Liability Act, or in other cases of mandatory statutory liability.
4. The above limitations of liability also apply in favour of the Seller’s corporate bodies, legal representatives, employees and vicarious agents.
5. The above provisions do not imply a change in the burden of proof to the detriment of the Client.
§ 9 Retention of Title
1. The goods delivered (reserved goods) remain the property of the Seller until all present and future claims of the Seller arising from the business relationship with the Client have been paid in full.
2. The Client must handle the reserved goods with care. Pledging or transfer of the reserved goods by way of security is not permitted.
3. The Client is entitled to resell the reserved goods in the ordinary course of business as long as it is not in default of payment. The Client hereby assigns to the Seller, by way of security, the claims against its customers arising from the resale as well as other claims replacing the reserved goods (e.g. insurance claims or tort claims in the event of loss or destruction), in the amount of the invoice value of the reserved goods; the Seller accepts the assignment. The Seller revocably authorises the Client to collect the assigned claims in its own name for the Seller’s account. The Seller will only revoke this collection authorisation if the Client does not properly meet its payment obligations, defaults on payment or an application for the opening of insolvency proceedings has been filed against its assets.
4. In the event of third-party access to the reserved goods, in particular by attachment, the Client shall point out the Seller’s ownership and notify the Seller without undue delay. Insofar as the third party is unable to reimburse the Seller for the judicial and extrajudicial costs of legal action, the Client is liable for these costs.
5. If the Client acts in breach of contract, in particular in the event of default of payment, the Seller is entitled to rescind the contract in accordance with the statutory provisions and to demand the return of the reserved goods. If, by law, the exercise of the right of rescission requires a deadline to be set, the Seller must first have set the Client a reasonable deadline for payment without success, unless setting a deadline is dispensable.
6. If the realisable value of the securities exceeds the claims to be secured by more than 10 %, the Seller will release securities of its choice at the Client’s request.
7. For deliveries to countries in which retention of title is only effective under further conditions (in Switzerland in particular registration in the register of retention of title at the Client’s registered office or domicile, Art. 715 Swiss Civil Code), the Seller is entitled to arrange for such registration; the Client hereby consents to it and shall cooperate in all actions required for this purpose. If retention of title is not possible under the law of the country of destination, the security right that comes closest to retention of title in its security effect shall be deemed agreed, and the Client shall cooperate in creating it.
§ 10 Medical Devices, Operator Obligations and Software
1. As operator or user, the Client is responsible for the intended and safe operation of the equipment. This includes in particular compliance with the German Medical Devices Operator Ordinance (MPBetreibV) or the regulations applicable in the country of destination, instruction of staff, performance of prescribed inspections and maintenance or those specified by the manufacturer, and observance of the manufacturer’s instructions for use. The Seller owes separate services (e.g. instruction, safety inspections) only if expressly agreed.
2. Equipment that the Seller expressly offers for veterinary medicine is not intended for use on humans.
3. Software contained in or provided for the equipment (including software options) is subject to the licence terms of the respective manufacturer. The Seller grants the Client use only to the extent that such use has been granted to the Seller and is transferable. In the case of used equipment, the Seller owes only the software options installed on the device and listed in the offer; transferability of manufacturer licences, manufacturer service, software updates or manufacturer warranties is owed only if expressly promised.
4. If the Client returns equipment to the Seller or trades it in, the Client is responsible for deleting all personal data, in particular patient data, on the equipment and data carriers before handover, unless otherwise agreed.
§ 11 Data Protection
The Seller processes personal data of the Client and its contact persons for the performance of the contract in accordance with the statutory provisions. Details can be found in the privacy policy at www.sono-medical.com/en/datenschutz/.
§ 12 Final Provisions
1. If the Client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive – including international – place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the Seller’s registered office in Dormagen, Germany. This also applies to Clients domiciled in Switzerland (Art. 23 Lugano Convention). The Seller is also entitled to bring an action at the Client’s general place of jurisdiction. Overriding statutory provisions, in particular on exclusive jurisdiction, remain unaffected.
2. These Terms and all legal relationships between the Seller and the Client are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
3. Should individual provisions of these Terms be or become invalid in whole or in part, the remainder of the contract shall remain valid. Invalid provisions shall be replaced by the statutory provisions (Section 306 BGB).
4. These Terms are available in German, English and French. In the event of discrepancies or questions of interpretation, the German version shall prevail.
