General Terms and Conditions

§ 1 General – Scope of Application

The Terms and Conditions of Sale of FIVE shall apply exclusively; FIVE does not recognize any terms and conditions of the customer that conflict with or deviate from these Terms and Conditions of Sale, unless FIVE has expressly agreed to their validity in writing. FIVE’s Terms and Conditions shall also apply if FIVE performs delivery to the customer without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
Collateral agreements, assurances, amendments to the contract, and other deviations shall only be effective if confirmed in writing by FIVE.
These Terms and Conditions of Sale shall apply only to entrepreneurs as defined in § 310 (1) of the German Civil Code (BGB).

§ 2 Offer – Offer Documents

Offers are non-binding. A contract shall only come into existence once FIVE has confirmed acceptance in writing or upon delivery of the goods by FIVE.
FIVE retains ownership and copyright rights to illustrations, samples, drawings, calculations, and other documents. This also applies to written documents marked as “confidential.” These may not be disclosed to third parties without our express written consent.

§ 3 Prices – Terms of Payment

Unless otherwise stated in the order confirmation, prices are “ex works” plus packaging, shipping, and other costs borne by the customer. Statutory VAT is not included and will be stated separately on the invoice at the rate applicable on the invoice date.

Any subsequent changes initiated by the customer, including resulting machine downtime, will be charged to the customer.
Cash discounts require special written agreement.
Unless otherwise stated in the order confirmation, the purchase price is due for payment net (without deduction) within 10 days from the invoice date. Statutory regulations apply in case of default.
Any granted discounts lapse if the customer falls into default, even partially.
The customer is entitled to offset only if their counterclaims are legally established, undisputed, or recognized by FIVE. The right of retention may only be exercised if the counterclaim is based on the same contractual relationship.

§ 4 Delivery Time

Delivery dates and deadlines must be agreed in writing. The date of the order confirmation is decisive. Deadlines begin only once the customer has provided all required information and documents. A delivery period is deemed met if FIVE notifies the customer of readiness for dispatch before the deadline.
Fulfillment of delivery obligations is contingent upon the timely and proper performance of the customer’s obligations. We reserve the right to plead non-performance of the contract.
If FIVE is in delay, the customer must grant a reasonable grace period. After its unsuccessful expiry, the customer may withdraw from the contract if the delay is attributable to FIVE. Liability is limited to foreseeable, typical damage, capped at the order value (excluding preliminary services and materials).
Partial deliveries and services are permissible if reasonable for the customer and justified for FIVE.
If the customer delays acceptance or culpably violates cooperation obligations, FIVE is entitled to compensation, including additional expenses. Further rights remain unaffected.
If the conditions of paragraph 3 apply, the risk of accidental loss or deterioration of goods transfers to the customer upon delay of acceptance or payment.
FIVE is also liable for delays due to willful or grossly negligent breach of contract. The same applies to agents or assistants. In such cases, liability is limited to foreseeable, typical damages.
FIVE is also liable for delays caused by culpable breach of essential contractual obligations, with liability limited to foreseeable, typical damages.
For each full week of delay, FIVE shall pay liquidated damages of 0.5% of the delivery value, up to a maximum of 5%.
The customer's statutory rights remain unaffected.

§ 5 Transfer of Risk – Packaging Costs

Unless otherwise stated, delivery is “ex works.”
FIVE is obliged to take back packaging only if agreed in writing.
If requested, FIVE will insure the shipment; the customer bears the cost.
If express delivery is agreed, the customer pays the additional costs.
Goods marked as ready for dispatch must be collected immediately. If not collected within 3 days, FIVE may ship or store them at the customer's expense and risk.
Risk passes to the customer upon handover to the carrier or upon leaving the warehouse, even if FIVE handles delivery.

§ 6 Liability for Defects

Customer claims for defects require compliance with the duties of inspection and notification under § 377 HGB.
If a defect exists, FIVE may choose to rectify or replace the item. FIVE bears costs only up to the purchase price. A reasonable grace period must be granted.
If rectification fails, the customer may withdraw from the contract or reduce the purchase price.
Defects must be reported in writing; oral complaints are not sufficient.
Defects in part of a delivery do not justify rejection of the whole, unless the partial delivery is of no use to the customer.
FIVE is liable for breach of essential contractual obligations, limited to foreseeable, typical damages.
Liability for injury to life, body, or health remains unaffected, as does liability under the Product Liability Act.
Unless otherwise stated, further liability is excluded.
The limitation period for defect claims is 12 months from transfer of risk. This includes tablets installed by FIVE for digital device support.
For recourse claims under §§ 478, 479 BGB, the limitation period is five years from delivery.

§ 7 Retention of Title

FIVE delivers under the following retention of title. This applies to all future deliveries, even without repeated reference.
FIVE retains ownership until all payments from the contract and business relationship are received. In case of breach, especially default, FIVE may reclaim the goods. This constitutes a withdrawal from the contract. FIVE may then resell the goods; proceeds minus costs will be offset against the customer's liabilities.
The customer must treat the goods with care and insure them at their own cost against fire, water, and theft at replacement value. Necessary maintenance must be performed timely and at the customer's expense.
In case of third-party seizure, the customer must notify FIVE immediately so that legal action under § 771 ZPO can be taken. If the third party cannot reimburse costs, the customer shall be liable.
The customer may resell the goods in the ordinary course of business only if they are the rightful owner.

§ 8 Advertising of Medicinal Products

FIVE explicitly states that it assumes no liability for compliance with the German Medicinal Products Advertising Act (Heilmittelwerbegesetz). The customer is solely responsible for compliance.

§ 9 Data Collection, Transfer, Consent

In accordance with § 33 BDSG, FIVE informs that customer name, address, and all order-processing data are stored electronically. The customer agrees to the transfer of such data to third parties as necessary for order fulfillment.

§ 10 Jurisdiction – Place of Fulfillment

If the customer is a merchant, the place of jurisdiction is FIVE’s business location. FIVE may also sue at the customer’s place of business.
German law applies; the UN Convention on Contracts for the International Sale of Goods is excluded.
Unless otherwise stated in the order confirmation, the place of fulfillment is FIVE’s business location.

§ 11 Final Provisions

If any provision of this contract, including these terms, is wholly or partially invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by one that comes as close as possible to the economic intent.