IMed Solutions GmbH
1. Scope and Contract Formation
1.1 These General Terms and Conditions apply to sales of products by IMed Solutions GmbH (“iMED”) to entrepreneurs acting in the course of their commercial or independent professional activities, legal entities under public law and special funds under public law (“Buyer”). Sales to consumers are excluded.
1.2 These terms apply where incorporated into the contract before its conclusion. The Buyer’s terms apply only if expressly accepted by iMED.
1.3 Offers are non-binding unless expressly stated otherwise. A contract is concluded when iMED accepts the Buyer’s order through an order confirmation or a proforma invoice expressly confirming acceptance.
1.4 Individually agreed contractual provisions take precedence over these terms. The accepted order confirmation or proforma invoice specifies the products, prices, payment schedule, delivery terms and agreed services.
2. Prices and Payment
2.1 Prices are stated in the accepted order confirmation or proforma invoice. Unless expressly included, prices exclude applicable VAT, freight, insurance, import duties and other charges.
2.2 Deposits and other instalments are payable according to the agreed payment schedule.
2.3 Unless otherwise agreed, the remaining balance is payable within fourteen (14) calendar days after receipt of iMED’s notice that the products are ready for dispatch or collection, and before their release.
2.4 Payments must be made in the agreed currency to the account specified by iMED. The Buyer shall bear bank charges attributable to its payment, to the extent legally permissible. The relevant invoice number must be included in the payment reference.
2.5 If a payment is overdue, iMED may suspend the affected delivery until payment is received. Statutory rights concerning default interest, recovery costs and other remedies remain unaffected.
3. Cancellation
3.1 Once a contract has been concluded, the Buyer has no contractual right to cancel an order for convenience. Statutory rights to withdraw from or terminate the contract remain unaffected.
3.2 A voluntary cancellation requires iMED’s express agreement in text form, for example by email.
3.3 The cancellation agreement shall specify any amount payable. This may reflect reasonable costs and losses attributable to the cancellation, including non-recoverable procurement, production and administrative costs, taking account of expenses saved and proceeds from alternative use or resale.
3.4 There is no automatic minimum cancellation fee under these terms. Any agreed advance payment shall be credited against the amount properly due, and any remaining balance shall be refunded.
4. Delivery and Collection
4.1 The applicable delivery term and named place or port shall be specified in the accepted order confirmation or proforma invoice by reference to Incoterms® 2020.
4.2 Unless expressly agreed otherwise, delivery is EXW, iMED’s premises at Schubertstrasse 31, 88214 Ravensburg, Germany, Incoterms® 2020. Under EXW, loading onto the collecting vehicle is the Buyer’s responsibility.
4.3 Alternative terms, including FCA, CPT, CIP, FOB or CIF, require express agreement. FOB and CIF shall be used only for sea or inland-waterway transport.
4.4 Delivery dates are binding only where expressly agreed as binding. Any extension resulting from missing Buyer information, outstanding agreed payments or Buyer-requested changes shall be proportionate to the resulting delay. iMED shall inform the Buyer accordingly.
4.5 Unless otherwise agreed, the Buyer shall arrange collection within fourteen (14) calendar days after receipt of notice of readiness, provided iMED has fulfilled the agreed conditions for collection.
4.6 Where the Buyer fails to collect by the applicable deadline, iMED may charge reasonable, documented additional storage and handling costs incurred because of that delay. Costs shall not be charged twice or for periods attributable to iMED.
4.7 Following delayed payment or collection, a revised dispatch or collection date shall be coordinated with the Buyer. Any necessary adjustment shall be reasonable.
4.8 Transfer of risk and allocation of transport costs are governed by the agreed Incoterm, subject to mandatory law.
5. Documentation and Regulatory Requirements
5.1 Before placing an order, the Buyer shall notify iMED of any destination-specific documentation, registration, language, certification, attestation or legalization requirements.
5.2 iMED shall supply the documentation required by applicable law for its role in the transaction, together with documents expressly included in the contract.
5.3 Additional documents, translations, attestations or legalization services not included in the contract are subject to agreement regarding availability, cost and timing. iMED shall notify the Buyer of any resulting additional charges or delay.
5.4 Mandatory medical-device obligations remain unaffected. Installation, use, storage and transport must comply with applicable law and the manufacturer’s instructions.
6. Export Controls and Trade Compliance
6.1 Each party shall comply with export-control, sanctions, customs, anti-corruption and other laws applicable to it and the transaction.
6.2 On reasonable request, the Buyer shall provide accurate information and supporting documents concerning the end customer, destination and intended use of the products.
6.3 The Buyer shall not divert products to prohibited recipients, destinations or uses, or circumvent applicable export controls or sanctions.
6.4 iMED may suspend performance where reasonably necessary to investigate a compliance concern. iMED may refuse or terminate an affected transaction where performance is prohibited by applicable law or a required authorization is definitively refused. iMED shall inform the Buyer to the extent legally permitted.
6.5 Where a transaction ends under Clause 6.4, payments for unperformed obligations shall be refunded, subject to any legally justified claims arising from a breach attributable to the Buyer.
6.6 To the extent legally permissible, the Buyer shall compensate iMED for reasonable, documented losses caused by the Buyer’s culpable breach of this section. This does not cover losses attributable to iMED’s own fault and does not change the statutory burden of proof.
7. Installation, Maintenance and Training
7.1 Unless installation is expressly included in the contract, the Buyer is responsible for arranging installation by appropriately qualified personnel possessing any training or authorization required by the manufacturer or applicable law.
7.2 The Buyer shall ensure that operation, servicing and maintenance comply with the manufacturer’s instructions and applicable legal requirements.
7.3 Any training supplied by iMED shall be agreed in advance, including its scope, location, duration, participants and fees. Unless otherwise agreed, the Buyer bears its personnel’s travel, accommodation and meal expenses.
7.4 The Buyer’s responsibility for routine installation and maintenance does not remove iMED’s obligations concerning defective products or mandatory product-safety requirements.
8. Defects and Claims
8.1 Statutory rights concerning defects apply, subject to the provisions below. These terms do not create a separate commercial guarantee. Any additional guarantee must be expressly agreed and defined separately.
8.2 Where Section 377 HGB applies, the Buyer shall inspect the products and notify iMED of defects without undue delay in accordance with that provision. Hidden defects must be reported without undue delay after discovery.
8.3 Subject to Clause 8.4, the limitation period for statutory defect claims is twelve (12) months from delivery of the products. A notice of readiness alone does not start this period.
8.4 The shortened period does not apply to:
- Fraudulently concealed defects.
- Claims covered by an expressly assumed guarantee, where its terms provide otherwise.
- Claims for damages falling under Clause 9.1.
- Claims subject to mandatory statutory limitation periods or protected statutory supplier-recourse rights.
8.5 Normal wear and tear does not constitute a defect. iMED is not responsible for damage caused after delivery by improper installation, handling, operation, maintenance, storage or unauthorized modification. Consumables and wear parts remain covered for defects for which iMED is legally responsible.
8.6 The Buyer shall provide a description of the defect and make the products available for examination and remedy. Returns shall be coordinated with iMED in advance.
8.7 For justified defect claims, iMED shall bear the necessary remedy costs to the extent required by law, including applicable transport, labour and material costs.
8.8 Routine servicing of the Buyer’s customers and any distributor support obligations require a separate agreement. Such obligations do not automatically replace iMED’s statutory responsibility for defects.
9. Liability
9.1 iMED’s liability remains unrestricted for intent, gross negligence, culpable injury to life, body or health, fraudulently concealed defects, liability under the German Product Liability Act and other mandatory liability. Liability under an expressly assumed guarantee is governed by its terms.
9.2 For ordinary negligence, iMED is liable where it breaches an essential contractual obligation whose fulfilment is necessary for proper performance of the contract and on which the Buyer may ordinarily rely. Liability in such cases is limited to foreseeable loss typical of the contract.
9.3 Subject to Clause 9.1, liability for ordinary negligence in other cases is excluded.
10. Retention of Title
10.1 Products remain iMED’s property until the purchase price for those products has been paid in full.
10.2 Until ownership passes, the Buyer shall handle the products with reasonable care and promptly notify iMED of seizure or other third-party interference.
10.3 Any permission to resell unpaid products shall be separately agreed.
11. Governing Law and Jurisdiction
11.1 German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.2 Where the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the courts having jurisdiction for Ravensburg, Germany, shall have exclusive jurisdiction, to the extent legally permissible.
11.3 For Buyers without a general place of jurisdiction in Germany, the same jurisdiction applies where validly agreed under the applicable jurisdiction rules. Mandatory jurisdiction provisions remain unaffected.
Version: 27 October 2026