§ 1 General
a) Scope of Application
These General Terms and Conditions (GTC) apply to all business relationships between Baldus Medizintechnik GmbH and Baldus Sedation GmbH & Co. KG (hereinafter referred to as “Baldus”) and their customers, in the version valid at the time of contract conclusion. Any conflicting terms and conditions of the customer are hereby expressly rejected.
b) Contract Agreement
The contract language is German. The option to display content in other languages is provided solely for convenience. Customers under these GTC are exclusively entrepreneurs as defined by § 14 of the German Civil Code (BGB). There are no cancellation rights since the customers are not consumers.
c) Conclusion of Contract
aa) Online Shop Orders
The presentation of the product range in the Baldus online shop is non-binding. The ordering process consists of four steps:
- The customer selects the desired goods or services.
- The customer enters their data, including billing address and, if applicable, a different delivery address, unless already saved in their account.
- The customer chooses their preferred payment method.
- The customer reviews all details (e.g., name, address, payment method, ordered goods/services) and confirms their order by clicking the “Order with Payment Obligation” button.
By placing an order, the customer submits a binding offer to conclude a contract. Baldus will promptly acknowledge receipt of the order. This acknowledgment does not yet constitute acceptance of the order. Baldus may accept the contract offer within two days via email, fax, telephone, postal communication, or by dispatching the goods or notifying the customer of service availability. The contract is only concluded upon acceptance.
The contract text is stored by Baldus and sent to the customer along with the GTC and customer information in text form (e.g., email, fax, or post) after the order is placed. The customer cannot retrieve the contract text online after submitting the order but may print the relevant website using the browser’s print function.
bb) Individual Contract Conclusion (e.g., via Email)
Alternatively, contracts may be concluded individually through offer and acceptance. Unless otherwise agreed, the usual process is that the customer submits an inquiry, and Baldus responds with a binding offer, which the customer may accept within the period stated in the offer. The contract is concluded upon acceptance. Baldus does not store the individual contract text separately; the content arises from the specific agreement made.
d) Website Registration
To use the full range of features on the Baldus website, customers may create an account. Required data for service provision are collected. Account creation is confirmed by clicking the “Create New Account” button, after which the customer receives a confirmation email containing login details. Registration is complete upon the customer’s first login using this information.
The password granting access to the personal account area must be kept strictly confidential and must not be shared with third parties. The customer must take appropriate measures to prevent unauthorized access to their password. Accounts are non-transferable. Baldus is not liable for damages arising from password misuse.
e) Subsequent Amendments to Terms and Conditions
Baldus reserves the right to amend or supplement these GTC for existing business relationships if required by changes in legislation, case law, or other circumstances significantly disrupting the contractual balance. Changes become effective if the customer does not object within six weeks of notification. Baldus will explicitly inform the customer at the start of this period that silence will be considered acceptance and allow the customer to make an explicit declaration during this time. If the customer objects within the deadline, both parties may terminate the contract extraordinarily.
§ 2 Services and Delivery
a) General
Baldus offers a wide range of products and services related to nitrous oxide sedation, including training, advanced courses, educational programs, and e-learning units. Baldus also provides additional maintenance and service options to selected businesses. The exact scope of services can be found on the website or in the respective Baldus offer.
b) Service Delivery
Baldus is entitled to have contracts or parts thereof performed by third parties. For training, advanced courses, education, and e-learning units, the customer has no claim to specific instructors unless expressly agreed otherwise.
c) Partial Deliveries
Baldus is entitled to make partial deliveries if reasonable for the customer. No additional shipping costs are incurred for partial deliveries.
d) Delivery and Service Delays
Delays due to force majeure or extraordinary, unforeseeable events (e.g., strikes, governmental orders, pandemics) that cannot be avoided by Baldus despite utmost diligence entitle Baldus to postpone delivery for the duration of the hindrance.
e) Delivery Exclusions
Post office box addresses are not served.
f) Customer Default in Acceptance
If the customer delays acceptance of the ordered goods, Baldus may, after granting a reasonable grace period, withdraw from the contract and claim damages for default or non-performance. During the delay, the customer bears the risk of accidental loss or deterioration of the goods.
g) Service Times
Training, advanced courses, educational programs, and e-learning units are scheduled individually or specified in Baldus offers. For product orders, delivery times are stated per product. Unless expressly agreed otherwise, delivery is made within six weeks. The timeline begins the day after payment authorization (advance payment) or contract conclusion (invoice payment).
h) Instruction and Setup
Instruction on medical device usage per the German Medical Device Law (MPG) is provided for a fee stated in the respective offer. Instruction typically occurs on the day of delivery and setup unless unforeseen events necessitate rescheduling. Both parties must promptly notify each other of such delays. Rescheduling does not entitle the customer to withdraw from the contract or claim damages.
§ 3 Payment
a) Prices and Shipping Costs
All prices are exclusive of VAT and additional packaging and shipping costs, unless collection by the customer at the Baldus business location is agreed. The minimum order value is €25.00 net, plus packaging and shipping costs.
For training, advanced courses, and educational programs, unless otherwise agreed, accommodation, travel, and meal expenses are borne by the customer and are not included in the Baldus offer.
b) Travel Costs
For deliveries made by Baldus, a fee of €0.75 net per kilometer is charged, along with a flat fee of €61.00 net for travel time. For travel time exceeding one hour, an additional fee of €61.00 net per hour applies.
c) Installation Costs
For on-site installation or work, Baldus charges €59.00 for a technician and €75.00 for a senior technician, per hour, net. For telephone support by technicians outside warranty claims, Baldus charges €1.99 net per started minute. Billing is done via invoice.
d) Storage Costs
If the customer delays acceptance of the goods or otherwise fails to cooperate, Baldus is entitled to claim damages, including additional expenses incurred. If the customer defaults on acceptance, Baldus may store the goods at the customer’s risk and expense. A storage fee of 20% of the value of the goods will be charged, irrespective of the storage duration. The customer may prove that no or a lesser loss was incurred by Baldus.
e) Late Payment
The customer is in default if payment is not received within one week of the invoice date. In the event of default, Baldus may charge interest at 9% above the European Central Bank’s base rate and a €5 late fee per reminder. Baldus reserves the right to claim additional damages, including the statutory delay compensation under § 288 (5) Sentence 1 BGB. Payment terms may be extended to 8, 14, or 30 days upon agreement with Baldus.
f) Right of Retention
The customer may assert a right of retention only for counterclaims that are due and based on the same legal relationship as the customer’s obligation.
§ 4 Customer Responsibilities
a) General
The customer is solely responsible for the content and accuracy of the data and information they provide. They undertake not to provide data that infringes on third-party rights or violates applicable laws. By transmitting data to Baldus, the customer confirms compliance with copyright laws.
b) Indemnification
The customer indemnifies Baldus against all claims by third parties arising from such violations, including necessary legal defense costs.
c) Data Backup
The customer is jointly responsible for backing up the information transmitted. Baldus assumes no general data backup guarantee and is not liable for the loss of customer-provided information.
d) Training, Advanced Courses, Education, or E-Learning
aa) Absence, Illness, or Withdrawal
If the customer cannot attend a unit due to illness or non-attendance, Baldus retains the right to full payment. Alternative arrangements may be made at Baldus’ discretion, but there is no entitlement to such arrangements. No refunds will be provided for partial or complete withdrawal (e.g., dissatisfaction). The customer’s statutory cancellation rights remain unaffected.
bb) Obligation to Cooperate
The customer must actively participate in achieving the intended learning outcomes. Baldus provides content and materials but does not guarantee a specific success, such as financial gain. The customer is responsible for internalizing the material and ensuring punctual attendance for both on-site and online sessions.
cc) Health Status
The customer must inform Baldus of any physical or mental health conditions (e.g., depression, anxiety) that could impair their ability to participate, even if these are deemed minor. Participation under the influence of alcohol, drugs, or impairing medication is prohibited and may result in exclusion. Paid fees will not be refunded in such cases.
dd) Training Rooms
If using Baldus-provided training facilities, the customer must handle the space and equipment with care. Damages caused by the customer must be compensated.
ee) Conduct
Recording or copying training sessions is prohibited and may lead to exclusion. Customers who endanger others or exhibit aggressive behavior may be excluded without a refund.
ff) Disclaimer
Baldus provides training content but does not guarantee specific outcomes, such as economic success. The customer is solely responsible for implementing the content provided.
gg) Legal Advice
Legal advice is not included in Baldus’ services. Customers are advised to seek professional legal counsel for such matters.
e) Service and Maintenance
For services or maintenance, the customer must ensure the availability of the equipment for servicing at the agreed time and provide access to premises if on-site work is required. Delays caused by customer non-cooperation are not the responsibility of Baldus.
§ 5 Licensing Terms for Training, Advanced Courses, Education, or E-Learning
a) Copyright
The content and structure of Baldus’ training sessions, including associated materials, are the intellectual property of Baldus.
b) License Grant
Upon payment of the participation fee, Baldus grants the customer the necessary usage rights for the agreed training. Unless otherwise specified, this is a non-exclusive license within Germany for the duration of the service. Usage rights for personal copies extend beyond the contract duration.
c) License Conditions
Materials may not be distributed, copied, or used for third-party training without Baldus’ written consent.
d) Reference Rights
Baldus reserves the right to reference its services and, unless otherwise agreed, may use anonymized images from training sessions for promotional purposes. Customers may object to this use.
e) Damages
Baldus reserves the right to claim damages for breaches of licensing terms, including copyright violations.
§ 6 Retention of Title in Purchase Agreements
a) General
Goods remain Baldus’ property until full payment is made. Customers must handle the goods with care and transfer any claims for damages from third parties (e.g., loss or destruction) to Baldus.
b) Seizure or Third-Party Claims
If goods under retention of title are seized or affected by third-party claims, the customer must notify Baldus immediately.
c) Breach of Contract
In the event of default or insolvency, Baldus may reclaim the goods without this constituting withdrawal from the contract unless explicitly stated otherwise.
d) Extended Retention of Title
The customer may resell goods but must assign resulting claims to Baldus as security.
§ 7 Warranty in Purchase Agreements
a) General
Statutory warranty rights apply. Warranty claims can only arise regarding the quality of the goods. Minor deviations in aesthetic features do not constitute warranty claims. Deviations in descriptions, illustrations, or information in offers, brochures, catalogs, or on the website (e.g., color, weight, dimensions, design) that are deemed reasonable for the customer do not entitle the customer to make a claim. Such deviations may arise from standard commercial fluctuations or technical production processes. Additional guarantees, if provided, are detailed in the respective product descriptions and do not affect statutory warranty rights. Customers must provide Baldus with defective goods for the purpose of rectification.
b) Warranty Claims
In the event of a defect, Baldus may choose between rectification (repair) or replacement. The risk of accidental loss or deterioration transfers to the customer upon handover to the carrier. Obvious defects must be reported immediately, and hidden defects promptly upon discovery, in text form (e.g., email or letter). Failure to do so voids the warranty claim. The timely dispatch of the complaint is sufficient to meet the deadline. The customer bears the burden of proof for all claim requirements, including the defect itself, the time of discovery, and timely notification.
c) Rights in Case of Insignificant Defects
For insignificant defects, the customer is only entitled to a reasonable reduction in the purchase price, excluding the right to withdraw from the contract.
d) Compensation for Defects
No warranty is provided for damages resulting from improper handling or use. Baldus explicitly points to the following limitation of liability.
e) Statute of Limitations
For used goods, the warranty is excluded. For new goods, the warranty period is one year. Exceptions include recourse claims under § 478 BGB and claims for damages due to injury to life, body, or health or in cases of intent or gross negligence. The provisions of the German Product Liability Act remain unaffected.
§ 8 Warranty in Contracts for Work and Services
a) Warranty Claims
Statutory warranty rights apply. If the work is defective and the customer demands rectification, Baldus may choose to rectify the defect or produce new work. If the defect persists after at least two rectification attempts, the customer may withdraw from the contract or demand a price reduction.
b) Rights in Case of Insignificant Defects
For insignificant defects, the customer is only entitled to a reasonable reduction in the agreed price, excluding the right to withdraw from the contract.
c) Compensation for Defects
No warranty is provided for damages resulting from improper handling or use. Baldus explicitly points to the following limitation of liability.
d) Transfer of Risk
The risk of accidental loss or deterioration of the work passes to the customer only upon acceptance of the work.
e) Obligation to Notify Defects
The customer must notify Baldus of obvious defects immediately and hidden defects promptly upon discovery, in text form. Failure to do so voids the warranty claim. The timely dispatch of the complaint is sufficient to meet the deadline. The customer bears the burden of proof for all claim requirements, including the defect itself, the time of discovery, and timely notification.
f) Statute of Limitations
Warranty claims expire one year after the transfer of risk, except for construction work or works involving planning or supervision services for construction. In such cases, the limitation period is five years. Claims for damages due to injury to life, body, or health or in cases of intent or gross negligence are excluded from this limitation. The provisions of the German Product Liability Act remain unaffected.
§ 9 Warranty in Service Contracts
Statutory warranty rights apply.
§ 10 Usability of Online Services (e.g., E-Learning)
a) Service Development and Availability
Baldus strives to adapt its services to current technical developments. Baldus reserves the right to modify services if these changes are reasonable and do not impair core services. Baldus may interrupt website operations for updates and maintenance within reasonable limits. Baldus does not guarantee continuous availability of services or that they can be accessed from all locations. This does not affect statutory warranty rights.
b) Technical Requirements
Using the website requires compatible devices. The customer is responsible for ensuring their device is in a state that allows access to Baldus’ online services (e.g., functioning internet connection).
§ 11 Duration/Termination (e.g., for Maintenance Contracts)
Contracts with minimum terms may be terminated in text form with three months’ notice to the end of the term. If no timely termination occurs, the contract automatically extends by the original term, up to a maximum of one year. The right to extraordinary termination for cause remains unaffected. Cause includes, but is not limited to:
- The customer providing false or incomplete information during contract conclusion.
- Repeated breach of contractual obligations by the customer, despite being requested to cease such breaches by Baldus.
§ 12 Liability
a) Limitation of Liability
Baldus, its legal representatives, and agents are only liable for intent and gross negligence. For essential contractual obligations (i.e., those critical to achieving the purpose of the contract), liability also extends to slight negligence. In such cases, liability is limited to foreseeable, contract-typical damages.
b) Liability Exclusions
The above limitation does not apply to liability for damages resulting from injury to life, body, or health. The provisions of the German Product Liability Act remain unaffected.
c) Liability for Training and E-Learning Units
The customer is responsible for ensuring they meet the health requirements (physical and psychological) to participate in training. Baldus only provides services and cannot monitor the customer’s execution of tasks during sessions. Baldus is not liable for damages caused by improper execution by the customer.
d) Theft
The customer is responsible for safeguarding their belongings during on-site sessions. Baldus provides the venue but assumes no liability for theft.
e) Implementation of Recommendations
Baldus is not liable for improper application or implementation of recommendations from its services or materials, provided Baldus is not at fault. The customer must verify the suitability of recommendations independently.
§ 13 Final Provisions
a) Jurisdiction
The exclusive place of jurisdiction for all disputes arising from this contract is Baldus’ business location, provided the customer is a merchant, a legal entity under public law, or a public-law special fund.
b) Governing Law
Unless mandatory legal provisions of the customer’s home country conflict, German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
c) Severability Clause
If any provision of these GTC is invalid, the validity of the remaining provisions remains unaffected.