General Terms and Conditions
General Terms and Conditions of Dixion Vertrieb medizinischer Geräte GmbH, Schiessstraße 55, 40549 Düsseldorf
The German version is legally binding; this translation is provided for information only.
§ 1 Scope and Exclusive Application of the General Terms and Conditions
(1) All offers, deliveries, services, contracts, business relationships and other legal transactions of Dixion Vertrieb medizinischer Geräte GmbH, Schiessstraße 55, 40549 Düsseldorf (hereinafter referred to as “Dixion”) shall be made, performed or entered into exclusively on the basis of these General Terms and Conditions (AGB) in the version in force at the time the contract is concluded.
(2) These General Terms and Conditions apply to all business partners of Dixion, in particular purchasers, customers, suppliers, producers, manufacturers, importers, exporters, logistics companies, freight forwarders, service providers, subcontractors and other enterprises within the meaning of the German Civil Code. They apply exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law; they do not apply to consumers within the meaning of § 13 BGB.
(3) Any conflicting, differing or supplementary general terms and conditions of the contracting party shall not apply, even if Dixion does not expressly object to their application, performs services without reservation, accepts payments or fulfils contracts.
(4) Any differing terms and conditions shall apply only with the express written consent of the management of Dixion Vertrieb medizinischer Geräte GmbH. Implied consent is expressly excluded.
(5) Individual agreements reached with the contracting party in a particular case (including separate supply, framework, distribution or warranty agreements) shall in all cases take precedence over these General Terms and Conditions (§ 305b BGB). Subject to proof to the contrary, a written contract or written confirmation by Dixion shall be authoritative as to the content of such agreements.
§ 2 Formation of Contract, Offers and Written Form
(1) All offers made by Dixion are subject to change and non-binding unless expressly designated as binding in writing.
(2) A contract is formed only upon written order confirmation by Dixion, delivery of the goods or an express written declaration of acceptance.
(3) Technical data, product descriptions, dimensions, weights, drawings, specifications, illustrations, performance descriptions or other information contained in catalogues, price lists, electronic media or offers do not constitute guaranteed characteristics unless expressly warranted in writing.
(4) Supplements, amendments, ancillary agreements or oral assurances must be in written form to be effective.
(5) Dixion expressly reserves the right to reject orders without stating reasons, in particular where there are doubts concerning creditworthiness, the ability to deliver, regulatory permissibility or economic reasonableness.
§ 3 Prices, Advance Payments and Payment Terms
(1) All prices are net of the applicable statutory value added tax and exclude packaging, transport, insurance, customs duties, import, export, installation and other ancillary costs, unless otherwise agreed in writing.
(2) Unless otherwise agreed in writing, the Customer shall pay an advance payment of 50% of the net order value within seven calendar days after confirmation of the order.
(3) Dixion may defer procurement, ordering, reservation, production, configuration, installation or delivery until the agreed advance payment has been received in full.
(4) Unless otherwise agreed in writing, all invoices are payable without deduction within 30 calendar days of the invoice date.
(5) In the event of default in payment, the statutory provisions shall apply. In particular, Dixion may claim statutory default interest, payment reminder costs, costs of legal enforcement and compensation for any other loss arising from the default in payment.
(6) Dixion may require advance payments, security or personal guarantees in the case of new customers, international transactions, reasonable doubts as to the Customer’s ability to pay or increased financial risk.
§ 4 Default in Payment, Right to Withhold Performance and Set-off
(1) If the Customer defaults on a payment of a not insignificant amount, Dixion shall be entitled to declare all outstanding claims arising from the business relationship immediately due and payable.
(2) In the event of default in payment, Dixion shall be entitled to charge default interest at the statutory rate in accordance with the applicable statutory provisions. The right to claim further damages is expressly reserved.
(3) Dixion shall also be entitled to suspend or withhold ongoing deliveries, services, installations, service visits or the performance of other contractual obligations until all outstanding claims have been settled in full.
(4) If, after the conclusion of the contract, circumstances become known that give rise to doubts as to the Customer’s creditworthiness or ability to pay, in particular default in payment, an application for insolvency proceedings, enforcement measures, suspension of payments or a material deterioration in financial circumstances, Dixion shall be entitled to require advance payments, the provision of security or full payment in advance, or to withdraw from the contract.
(5) The contracting party may assert a right of set-off or retention only in respect of claims that are undisputed or have been established by a final and binding judgment.
§ 5 Delivery, Delivery Deadlines and Performance Periods
(1) All delivery dates, delivery deadlines and performance periods are non-binding unless expressly confirmed in writing as binding.
(2) Delivery periods shall not commence before all technical, commercial and regulatory prerequisites have been fully clarified and any agreed advance payments, approvals, documents or acts of cooperation required from the customer have been received or completed.
(3) Partial deliveries and reasonable partial performance are permissible insofar as they are economically reasonable for the contracting party.
(4) Delivery delays resulting from a lack of cooperation by the customer, delayed approvals, missing information, requirements imposed by public authorities, supply shortages or delays on the part of upstream suppliers shall extend the agreed delivery periods accordingly.
(5) Claims for damages arising from ordinary delivery delays are excluded unless Dixion has caused such delays intentionally or through gross negligence.
§ 6 Force Majeure and Impediments to Delivery for Which Dixion Is Not Responsible
(1) Dixion shall not be liable for delays, non-delivery, disruptions in performance or other breaches of duty to the extent that these result from circumstances beyond Dixion's sphere of influence and responsibility that, despite the exercise of commercially reasonable care, could neither have been foreseen, avoided nor controlled.
(2) Events constituting force majeure or impediments to delivery for which Dixion is not responsible include, without limitation:
War, warlike events, terrorism, political unrest, sanctions, embargoes, governmental measures, pandemics, epidemics, natural disasters, fires, floods, strikes, energy shortages, shortages of raw materials, cyberattacks, IT failures, supply chain disruptions, port and customs problems, insolvencies of upstream suppliers, substantial disruptions to the financial or banking system, currency crises and other unforeseeable events.
(3) In the event of impediments to delivery for which Dixion is not responsible, agreed delivery and performance periods shall automatically be extended by the duration of the impediment plus a reasonable period for resuming operations.
(4) If an impediment for which Dixion is not responsible continues for more than three months, either party shall be entitled to withdraw from the contract in respect of the portion not yet performed. Claims for damages arising from such a delay for which Dixion is not responsible are excluded; any consideration already provided by the Customer in respect of performance not rendered shall be refunded.
(5) Dixion shall inform the Customer, to a reasonable extent, of substantial delays upon becoming aware of them.
§ 7 Passing of Risk, Shipping and Freight Forwarding Arrangements
(1) If the goods are collected by the Customer itself or by a freight forwarder, carrier, courier service, logistics service provider or other transport service provider engaged by the Customer, the risk of accidental destruction, loss, theft, damage or delay affecting the goods shall pass in full to the Customer upon handover to the respective transport service provider.
(2) From that time onwards, the Customer shall bear sole responsibility for all risks associated with transport, delay, storage, customs clearance or any other adverse effects.
(3) Where Dixion arranges for or engages a freight forwarder or transport service provider at the Customer’s request or in the Customer’s interest, it shall do so, to the extent permitted by law, in the name and at the risk of the Customer.
(4) In such cases, Dixion’s liability for transport delays, damage or loss shall be limited to intent and gross negligence.
(5) Any apparent transport damage or damage to packaging must be documented in writing and notified to the respective transport service provider without undue delay.
§ 8 Retention of Title
(1) All goods supplied shall remain the property of Dixion until all present and future claims of Dixion Vertrieb medizinischer Geräte GmbH arising from the business relationship have been settled in full.
(2) This shall also apply where individual claims have been included in current accounts or payments have been made towards specific claims.
(3) The Customer shall handle the goods subject to retention of title with due care, store them properly and take adequate measures to safeguard them against loss, theft, destruction or damage.
(4) Prior to payment in full, any pledge, transfer of ownership by way of security or other disposition of the goods subject to retention of title shall require Dixion’s express written consent.
(5) In the event of default in payment, a material deterioration in the Customer’s financial circumstances or a breach of material contractual obligations, Dixion shall be entitled to demand the return of the goods subject to retention of title. To the extent permitted by law, repossession of the goods shall not constitute rescission of the contract.
(6) The Customer shall bear all costs of recovering, securing, storing or realising the goods subject to retention of title.
§ 9 Product Conformity, MDR, CE Marking and Documentation Obligations
(1) Suppliers, producers, manufacturers, distributors or other contracting parties expressly warrant that all products, medical devices, components, accessories, spare parts and systems supplied comply with all statutory, regulatory and technical requirements of the European Union and the respective country of destination.
(2) This includes, in particular, full compliance with the applicable regulatory requirements, especially with regard to:
• CE marking
• MDR (Medical Device Regulation)
• safety and quality requirements
• technical documentation
• declarations of conformity
• instructions for use
• evidence of registration and approval
• product labelling
• safety data sheets
• import, export and requirements for lawful marketing.
(3) The supplier undertakes to provide all documentation in full, accurately, in a verifiable manner, in a timely manner and in the form required for the respective target market.
(4) The supplier expressly guarantees the authenticity of the products supplied, their eligibility for lawful marketing and their lawful placing on the market, and warrants that no counterfeit, tampered-with, prohibited or regulatorily non-compliant products will be supplied.
(5) The supplier shall be liable for all losses and damage arising from incorrect, incomplete, late or regulatorily inadequate documentation.
§ 10 Return of Non-Conforming or Unsaleable Goods
(1) If delivered goods do not meet statutory, regulatory, technical or contractual requirements, or if the documentation is incomplete, incorrect, incapable of verification or not available in due time, such that the goods cannot lawfully be placed on the market, sold, exported or used, or can be so placed, sold, exported or used only to a limited extent, Dixion expressly reserves the right to return all or part of the goods.
(2) This applies in particular where products cannot be sold or placed on the market due to missing CE marking, inadequate MDR conformity, incorrect product documentation, incomplete safety evidence or regulatory objections.
(3) In such cases, the Supplier shall take back all such goods at its own expense and refund all payments received in full.
(4) In addition, the Supplier shall bear all costs incurred as a result, including in particular:
• Transport costs
• Return transport costs
• Inspection costs
• Storage costs
• Customs and import costs
• Administrative expenses
• Disposal costs
• Costs of pursuing legal remedies.
(5) Any further claims for damages, in particular arising from failures to deliver, loss of profit, project delays or reputational damage, are expressly reserved.
§ 11 Supplier Delay and Damages
(1) If a supplier's delivery or performance is delayed through its fault by more than 30 calendar days beyond the agreed date, Dixion shall be entitled to claim liquidated damages of up to 10% of the net value of the affected order.
(2) Irrespective of the foregoing, Dixion shall remain entitled to claim any higher loss actually incurred.
(3) This includes, in particular, losses arising from:
• failures to deliver
• contractual penalties payable to end customers
• loss of profit
• project delays
• additional transport costs
• additional storage costs
• reputational damage.
(4) The supplier shall retain the right to prove that no loss, or a substantially lower loss, has been incurred.
§ 12 Cancellation, Withdrawal from the Contract and Special Orders
(1) Once the contract has been concluded, the Customer is generally not entitled to cancel orders unilaterally or withdraw from the contract, unless mandatory statutory rights apply.
(2) If, nevertheless, cancellation, termination by agreement, non-acceptance or refusal to accept occurs for reasons for which the Customer is responsible, Dixion is entitled to claim lump-sum damages amounting to 25 % of the net order value.
(3) Dixion retains the right to claim higher damages actually incurred instead of the lump sum. The Customer retains the right to prove that no loss or substantially less loss has been incurred.
(4) Cancellation is generally excluded for goods that are specially ordered, configured, imported, produced, custom-made or procured specifically for the order.
(5) If Dixion agrees in writing to a cancellation in exceptional cases, the Customer shall bear all costs incurred up to that point and all unavoidable future costs, including, in particular, purchasing, production, storage, inspection, return shipment, transport, customs and administrative costs.
(6) Any advance payments already made shall be set off against outstanding claims. A right to repayment exists only to the extent that a surplus remains after all damages have been fully accounted for.
§ 13 Use for Unintended Purposes, Misapplication and Improper Use
(1) Dixion Vertrieb medizinischer Geräte GmbH shall not be liable to the extent that damage results from supplied products, medical devices, systems, accessories or components being used contrary to their intended purpose, altered, tampered with, or improperly installed, stored, maintained, repaired or operated. § 14 Abs. 1 und Abs. 5 remain unaffected.
(2) This applies in particular in cases of:
• use other than for the intended purpose,
• operator error,
• improper storage or transport,
• unauthorised alterations, conversions or modifications,
• interventions by unauthorised persons,
• use of unauthorised accessories or spare parts,
• failure to perform maintenance or improper maintenance,
• failure to comply with statutory or technical requirements.
(3) The Customer shall use all products exclusively in accordance with the applicable instructions for use, safety requirements, statutory provisions and technical requirements.
(4) Liability for damage resulting from incorrect application, use for unintended purposes or impermissible use is excluded to the extent permitted by law; § 14 Abs. 1 und Abs. 5 remain unaffected.
§ 14 Limitation of Liability
(1) Dixion shall be liable without limitation in cases of intent or gross negligence, fraudulent concealment of a defect, and under any guarantee it has assumed.
(2) In cases of ordinary negligence, Dixion shall be liable only for breach of material contractual obligations (cardinal obligations), and such liability shall be limited to foreseeable loss or damage typical of the contract.
(3) To the extent permitted by law and subject to paragraphs 1, 2 and 5, liability is excluded in particular for:
• loss of profit,
• indirect loss or damage,
• production downtime,
• business interruption,
• loss of use,
• consequential loss or damage,
• loss of data,
• reputational damage,
• loss or damage caused by delay,
• personnel deployment costs,
• financing costs.
(4) In particular, Dixion shall not be liable for delays, loss or damage, or failures in performance attributable to suppliers, manufacturers, freight forwarders, logistics companies, public authorities, customs offices or other third parties, unless Dixion has caused them intentionally or through gross negligence.
(5) Mandatory statutory provisions governing liability, in particular under product liability law or for death, personal injury or damage to health, shall remain unaffected.
§ 15 Export, International Approvals and Regulatory Responsibility
(1) The Customer is responsible for compliance with all regulatory requirements, import regulations, approval requirements, registration requirements and statutory requirements in the respective country of destination.
(2) Dixion gives no warranty that products are eligible for approval or registration, or may be used, without restriction outside the European Union or in specific third countries, unless expressly warranted in writing.
(3) All export, import, customs, permit, registration or approval costs shall be borne by the Customer, unless otherwise agreed in writing.
(4) The Customer shall indemnify Dixion against all third-party claims arising from country-specific approval, registration or regulatory requirements, except to the extent that such claims have been caused by Dixion's wilful misconduct or gross negligence.
§ 16 Claims for Defects
(1) Unless a separate warranty or guarantee agreement has been concluded with the contracting party, the statutory provisions shall apply subject to the following provisions.
(2) The Customer's claims for defects are conditional upon the Customer having duly complied with its statutory duties of inspection and notification of defects (§ 377 HGB). Obvious defects must be notified in text form without undue delay, and no later than seven calendar days after delivery; latent defects must be notified in text form without undue delay after their discovery.
(3) In the event of defects, Dixion shall, at its own option, effect cure by remedying the defect or delivering an item free from defects. If cure fails, the Customer may withdraw from the contract or reduce the price in accordance with the statutory provisions.
(4) The limitation period for claims for defects shall be twelve months from delivery or acceptance, as applicable. This shall not apply in the cases specified in § 14 Abs. 1 and Abs. 5, to buildings and items used for buildings (§ 438 Abs. 1 Nr. 2 BGB), or to recourse claims under §§ 445a, 478 BGB; the statutory limitation periods shall apply in those cases.
(5) Claims for damages arising from defects shall be available only subject to § 14.
§ 17 Export Control and Sanctions
(1) Dixion’s performance of the contract is subject to there being no impediments arising from national or international foreign trade legislation, in particular export control regulations, embargoes or other sanctions.
(2) The Customer shall not supply the delivered goods onward in violation of applicable export control and sanctions regulations of the European Union, the Federal Republic of Germany or any other applicable jurisdiction, in particular to listed persons or to countries subject to corresponding restrictions. Upon request, the Customer shall provide end-use declarations and any other required supporting documentation.
(3) Delays resulting from export compliance checks or authorisation procedures shall extend delivery periods accordingly. If a required authorisation is not granted or a prohibition prevents performance, Dixion shall be entitled to withdraw from the contract to that extent; in such cases, claims for damages by the Customer shall be excluded insofar as Dixion is not responsible for the circumstances in question.
§ 18 Jurisdiction, Applicable Law and Exclusion of the UN Convention on Contracts for the International Sale of Goods
(1) To the extent permitted by law, Düsseldorf, Germany, shall be the exclusive place of jurisdiction for all disputes arising out of or in connection with the business relationship.
(2) Dixion shall retain the right to bring proceedings against the contracting party also at that party’s general place of jurisdiction.
(3) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of all conflict-of-laws rules.
(4) The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG / UN Sales Convention) is expressly excluded.
§ 19 Final Provisions
(1) If any provision of these General Terms and Conditions is or becomes wholly or partially invalid, unenforceable or void, the validity of the remaining provisions shall remain unaffected.
(2) In place of the invalid or unenforceable provision, a provision shall be deemed agreed that, to the extent legally permissible, most closely reflects the economic purpose of the invalid provision.
(3) Amendments and additions to these General Terms and Conditions must be made in text form. The precedence of individual agreements pursuant to § 1 Abs. 5 shall remain unaffected.
(4) These General Terms and Conditions, in their version current from time to time, shall apply to all present and future business relationships with the contracting party.
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Last updated: October 2026