Terms & Conditions

§ 1. Scope

The following terms and conditions apply to all future services and deliveries provided by us. Deviating terms and conditions of purchase of the customer shall only apply if they have been expressly acknowledged by us in writing. Verbal agreements of any kind are ineffective.

Agreements on availability, condition and durability are only warranties insofar as they are specifically designated as such.

§ 2. Offers / contracts

§ 2.1. Our offers are timeless. A delivery contract is only concluded by the issuing of our written order confirmation and / or by the delivery of the goods. For the content of the contract, in particular for the scope of services, our order confirmation alone is decisive. 

§ 2.2. The technical details and descriptions of the goods contained in the product catalog are not guaranteed properties. Changes are reserved.

§ 2.3. Declarations and commitments of our representatives are not legally binding for us

§ 3. Prices

§ 3.1. The prices are ex works excluding the statutory value added tax (VAT) plus the costs for packaging, insurance and transport (e.g. express delivery) calculated in Thai Baht (THB). Upon request and at the expense of the customer we insure the respective shipment against theft, breakage, transport, fire and water damage.

§ 3.2. Special offers receive our customers for foreign makes. 

§ 3.3. Decisive is the price resulting from the valid customer price list on the day of the order confirmation. If the goods are delivered without order confirmation, the price is decisive on the day of delivery. All prices are based on the cost factors at the time of the order or order confirmation. If substantial increases in labor or material costs occur with us or our suppliers and lead to a substantial increase in our purchase prices or cost price, we are entitled to demand immediate negotiations with the purchaser for a price adjustment, unless the price is expressly confirmed as a fixed price. If no agreement is reached within a reasonable period of time, we shall be released from our obligation to deliver in respect of outstanding deliveries and insofar entitled to withdraw from the contract.

§ 4. Payment conditions

§ 4.1 Unless otherwise agreed in writing, the purchase price must be paid within 30 days without deduction in Thai Baht (THB), calculated from the invoice date. 

§ 4.2. After unsuccessful expiry of a reasonable grace period, we shall be entitled to perform outstanding services only against advance payment or to make them dependent on the provision of a security if the purchaser is in arrears with agreed payment terms or if circumstances give rise to doubts about his ability to pay when banking standards are applied. 

§ 4.3. In the event of default, default interest in the amount of 8% above the respective base interest rate shall be deemed agreed. We are entitled to charge pre-litigation costs, in particular service charges, reminder fees and attorney’s fees.

§ 5. Delivery times / dates

§ 5.1. The delivery times and delivery dates quoted by us are non-binding and only valid subject to full availability of the subject of the contract. Claims for damages due to exceeding delivery deadlines and penalties for late delivery are excluded. Our delivery obligation begins only when the customer has fulfilled his contractual obligations. 

§ 5.2. The goods ordered by the customer must be accepted within the delivery period specified by us. In the event of non-acceptance by the customer we are entitled to either deliver the goods and charge them at the agreed price or to withdraw from the contract and to charge a cancellation fee 

§ 5.3. We assume no liability for any delayed or omitted delivery due to our supplier. 

§ 5.4. In the event of unpredictable circumstances or circumstances beyond the control of the party, such as all cases of force majeure which hinder compliance with the agreed delivery period, this shall be extended at any rate for the duration of these circumstances; these include, in particular, customs clearance, transport damage, official intervention and the failure of a material, hard-to-replace subcontractor or incidents which have the same effects as the aforementioned examples. 

§ 5.5. For the cancellation (also partial cancellation) of orders it requires our express written agreement. We reserve the right to assert the resulting damage, however, at least 35% of the value of the goods. 

§ 5.6. We are entitled to make partial deliveries and services as far as this is reasonable for the customer. 

§ 6. Loan

§ 6.1. Implants and instruments requested for short-term rental are considered purchased and will be invoiced if the return is not made within 30 days of delivery. Loan / rental equipment requested for free trial is considered purchased and will be invoiced if the return is not made within 30 days of the lending period. 

§ 6.2. Returned instruments and / or implants that show damage of any kind are charged without exception. This also applies in particular to damage and changes to the packaging or labeling. Returned rental equipment / rental Drive machines must be cleaned before shipping and checked for their functionality. The preparation, resp. the repair of damage caused by improper handling will be charged without exception. 

§ 6.3. Instruments provided by us must be cleaned and disinfected in accordance with EN ISO 17664 standards. The return must be accompanied by a written confirmation on a supplementary sheet on the cleaning carried out. If the instrumentation is insufficiently cleaned or if such confirmation is missing, the purchaser will be charged a cleaning fee of 300.00 USD. 

§ 6.4. Costs and transport risk for the return are at the expense of the customer

§ 7. Warranty, examination and notification of defects

§ 7.1. Warranty claims of the customer presuppose that he has duly fulfilled his statutory inspection and complaint obligations. In the event of obvious defectiveness or incompleteness of the goods, the complaints must be reported to us in writing within 2 weeks after arrival of the delivery at the place of destination under the named name of the defect and the order or invoice number. At our request, the defective goods must be returned to us. Claims of the customer due to defectiveness or incompleteness of the delivery are excluded if he does not fulfill this obligation. Warranty claims of the customer, we meet in all cases at our discretion, either by improvement, supplement of missing or exchange within a reasonable time. Only if no improvement, no supplement of the missing or exchange within appropriate period for the customer takes place, the customer is entitled to the price reduction or conversion (contract cancellation). With only a small defect, the conversion is excluded. The warranty claims for loaner / rental drive machines exist only in exchange within a reasonable period. 

§ 7.2. We assume no liability for the suitability of our goods for the purpose intended by the customer. The same applies to merely optical deviations which do not affect the proper use of the goods. 

§ 7.3. Warranty claims must be asserted in court within four weeks of delivery of the goods. The period begins with the day of delivery or collection of the goods. We provide warranty for defects that are present at the time of delivery. 

§ 7.4. As far as it’s possible, the customer is obligated to have us carry out more detailed inspections, including inspection of the documents, in order to ascertain the existence of any defects. Defects of individual, but independent parts of a delivery / service, in no case entitle you to withdraw from the entire contract or to change the entire contract.

§ 8. Compensation

§ 8.1. All claims for damages are excluded in cases of slight negligence. This does not apply to personal injury. 

§ 8.2. In addition, our obligation to pay compensation is limited to 100% of the purchase price. A replacement of further damages incurred is excluded in any case. 

§ 8.3. Any claim for damages can only be asserted in court within six months after the person (s) acquainted with the damage became aware of it or at the latest within three years after the claim. The provisions contained in these terms and conditions or otherwise agreed provisions for damages shall apply even if the claim for damages is asserted in addition to or instead of a warranty claim.

§ 9. General provisions

§ 9.1. All implants or instruments are delivered under retention of title and remain our property until full payment, including any incidental charges and until settlement of any current account balance. 

§ 9.2. If delivered under retention of title, the customer hereby assigns to us his claims against third parties, insofar as these arise through the sale or processing of our goods, until the final payment of our claim on account of payment. 

§ 9.3. Restocking fee: All implants or instruments that are returned after prior approval for the credit and / or consignment are subject to a standard restocking fee of up to 30% for instruments and 40% for implants of the initial value, resp. Selling price. 

§ 9.4. The customer is obliged to notify us of changes to his business address as long as the contractual transaction is not completely fulfilled by both parties. If the message is omitted, declarations shall be deemed to have been received even if they are sent to the last known address of the customer. 

§ 9.5. Any patterns or illustrations and the like always remain our property. The customer receives no use or exploitation rights. 

§ 9.6. Should individual provisions of these General Terms and Conditions be or become invalid, ineffective or contestable, the remaining provisions shall remain unaffected and shall then be interpreted and / or supplemented so that the intended economic purpose is achieved as precisely as possible in a legally permissible manner. This also applies to the case of possible contract gaps. 

§ 10. Place of performance

§ 10.1. The place of fulfillment for liabilities under this contract is Rayong, Thailand.

§ 11. Applicable law / jurisdiction

§ 11.1. The exclusive place of jurisdiction for disputes arising out of or in connection with this contract is Rayong, Thailand. 

§ 11.2. Applicable law is the Thai law, excluding the applicability of the United Nations Vienna Convention on Contracts for the International Sale of Goods.

PlusORTHO (Thailand) Co. Ltd.
Rayong, November 1, 2019