Saturday, November 23, 2019
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Terms and Conditions

General Terms and Conditions, effective January 1, 2019

1. Applicability of these terms and conditions, not applicable to consumers 

These terms and conditions apply to the sale of all goods by M. Schilling GmbH Medical Products, In den Kappeswiesen 16, 63571 Gelnhausen, German (hereinafter "SCHILLING-MED"). These terms and conditions apply to all future deliveries and purchase contracts with customers unless otherwise agreed.

1.1. Any customer terms and conditions do not apply to these contracts, even if prior contracts have included the same.

1.2. SCHILLING-MED sells exclusively to commercial customers. Customers expressly warrant that they are not consumers within the meaning of §12 of the German Civil Code (BGB).

2. Contract conclusion, communication 

2.1. The following provisions apply to the conclusion of the contract: 

2.1.1. Offers by SCHILLING-MED are, without exception, invitatio ad offerendum, i.e. an invitation to customers to submit binding offers to make a purchase based on these terms and conditions.

2.1.2. Only customers may make such a binding purchase offer. By so doing, they consent to these terms and conditions.

2.1.3. Only when SCHILLING-MED accepts the customer's binding purchase offer is a contract concluded between the parties. This is done either explicitly, e.g. by sending an order confirmation, or implicitly by providing the ordered goods to the customer or its designated recipient or by handing over said goods to a transport company for delivery to the same.

2.1.4. SCHILLING-MED is under no obligation to accept the customer's purchase offer and may exercise this right without stating any reason. SCHILLING-MED will make the decision to accept or reject the purchase offer within a reasonable period of time, usually within 14 days of receipt and will inform the customer accordingly. Until such time, customers are bound by their purchase offer.

2.2. The parties acknowledge that declarations of consent may also be validly given via unsecured email correspondence. For this purpose, both parties will confirm the receipt of any incoming emails with contractually relevant declarations, again either by email or some other means.

2.3. Only persons currently listed as authorized to represent the company in the commercial register may make binding consents on SCHILLING-MED's behalf.

3. Contractual content, guaranteed characteristics, Force majeure 

3.1. Descriptions and photographic or graphic representations of SCHILLING-MED products are non-binding. In particular, they do not provide any guaranteed properties and do not constitute any agreements concerning the same. Deviations from the agreed contractual product on the part of SCHILLING-MED as a result of legal regulations or which in their totality represent technical improvements, as well as the replacement of the product, either in whole or in part, with equivalent parts, shall be permitted provided they do not impair said product's usability for the contractually intended purpose. 

3.2. If customers make any determinations as to certain characteristics of the products to be acquired, they must make an inquiry concerning the same to SCHILLING-MED in good time before concluding any contract. Any guaranteed property or quality agreement then requires an individual, written agreement between the parties.

3.3. Any information about turnaround/production periods is always without obligation, unless otherwise expressly agreed in writing. If this is the case, the following provisions also apply: 

3.3.1. Weather conditions or other unforeseeable circumstances beyond the control of SCHILLING-MED (e.g. industrial disputes, breakdowns, transport obstacles, or official measures) such as make a timely performance impossible or only with unreasonable additional risks, grant SCHILLING-MED, at its option, a right to withdraw from or amend the contract in such a way that only that which is feasible will have to be provided. Customers do not have a right to extraordinary termination or other rights based on such circumstances. This also applies to delays due to export inspections or other approval procedures, such as national or international export control regulations, embargoes, or other sanctions.      

3.3.2. If SCHILLING-MED cannot fulfill the contract on time or only at additional cost or at all for reasons that are under the customer's control, the customer bears all of the risks and additional costs thus incurred.

3.4. SCHILLING-MED reserves the right to fulfill the contract by making appropriate partial deliveries if reasonable for the customer.

3.5. SCHILLING-MED is not responsible for the delivery or shipment of the ordered goods unless otherwise expressly agreed in writing.

3.6. SCHILLING-MED will provide consultation only if agreed separately in writing in exchange for appropriate additional remuneration. This does not affect product introductions and information to be provided by SCHILLING-MED as well as all legally prescribed consultations.                                                                                          

3.7. SCHILLING-MED makes no guarantee that the goods do not infringe any industrial property rights of third parties, insofar as these are manufactured, sold and/or delivered according to the specifications and/or the information, documents, data, materials, or instructions provided by the customer.

3.8. Customers expressly declare that they have checked the suitability of the ordered products for their intended purposes, within the scope of the contractually owed usability, and considers this to be the case.

4. Termination, right to withdraw

4.1. If SCHILLING-MED cannot fulfill a confirmed delivery obligation for reasons outside its control, especially in case of non-delivery of the contract goods or parts or preliminary products thereof to SCHILLING-MED itself, SCHILLING-MED is entitled to withdraw from the contract. This also applies to all other cases in which SCHILLING-MED cannot fulfill the contract for reasons that are within the customer's control.

4.2. If the customer definitively refuses to fulfill the contract or fails to accept the contract goods in full or in part after the expiry of the contractually agreed period (provided it was not entitled to do so), SCHILLING-MED is likewise entitled to withdraw from the contract. In this case, the customer shall owe the agreed remuneration of the contract volume thus cancelled, less costs saved (charged at a flat 25% of said remuneration), unless the customer can prove that the expenses saved by SCHILLING-MED are higher.

5. Collection by the customer, transfer of risk 

5.1. Unless otherwise agreed between the parties in writing, the customer is responsible for collecting the contractual goods.

5.2. The customer will be notified when the order is ready for collection. The customer is then obligated to collect the same within 10 days of receiving said notice.

5.3. If the customer fails to collect the contractual goods within the aforementioned deadline, SCHILLING-MED reserves the right to withdraw from the purchase contract or to ship the goods to the customer at the customer's expense, in which case the rules for purchases subsequently shipped in §6 apply, in particular that the risk of deterioration or loss of the contract goods is transferred to the customer from the time SCHILLING-MED places the goods in transit. In addition, the provisions of §4.2 apply as appropriate. The customer shall also bear any resulting storage fees in these cases. Unless the customer proves that lower costs have been incurred, these charges are set at 1% of the sales value of the goods to be stored per month commenced.                  

5.4. The risk passes to the customer upon handover or as stipulated in §6.5.

6. Shipment and insurability, transfer of risk 

6.1. If the parties have agreed in writing for the goods to be shipped to the customer, the following paragraphs §6.2 to 6.5. apply.

6.2. SCHILLING-MED is free to determine the mode of dispatch (flight, truck transport, commissioning of third-party freight forwarders or others) at its discretion.

6.3. SCHILLING-MED is further entitled to have goods ordered from a third party directly delivered to the customer or the recipient stipulated in the purchase contract.

6.4. The shipping costs incurred by SCHILLING MED shall be borne in full by the customer, unless the parties have otherwise agreed otherwise in writing. 

6.5. The risk of deterioration and loss in transit passes to the customer upon handover by SCHILLING-MED to the chosen shipper. The customer may, at its own expense, request that the shipment be insured. In this case, SCHILLING-MED will provide a separate offer.

7. Payment, arrears, and retention of title 

7.1. All offers submitted or prices otherwise communicated by SCHILLING MED are non-binding. Insofar as the prices communicated or provided by SCHILLING-MED are part of the contract, these always exclude the statutory VAT and any freight and customs costs, unless otherwise expressly agreed in writing.

7.2. Unless otherwise expressly agreed in writing, the invoice amount is due for payment within 30 calendar days from the availability of the goods for collection or their dispatch (if shipment of the order was agreed). A payment is deemed timely if it is credited to SCHILLING-MED's account by the agreed date.                                                                                                

7.3. After expiry of the payment period, the customer is in default and shall bear any damage caused by such default, such as collection costs, interest, and legal fees.

7.4. If, after the conclusion of this contract, SCHILLING-MED is able to prove that the customer will be or is likely to be unable to pay its invoice due to a lack of funds or this becomes public information or otherwise obvious, SCHILLING-MED is entitled to deliver or hand over any outstanding orders against advance payment or security. If the advance payment or security has not been provided within a reasonable deadline, SCHILLING-MED has the right to withdraw from the contract in whole or in part at its discretion. In addition, §4.2 applies accordingly.

8. Retention of title and extended retention of title 

8.1. Until complete payment is received, the goods remain the property of SCHILLING-MED. This retention of title continues until the customer proves that the goods have been paid in full. 

8.2. Until such time as title is transferred, the following applies: 

8.2.1. The customer is obliged to handle the purchased items with care. In particular, the customer is obliged to provide insurance cover for the goods at its own expense against theft, fire, and water damage at a value corresponding to their sale price.

8.2.2. The customer agrees to store goods already received in a professional manner such that preserves their sterility and its warranty claims against SCHILLING MED and to ship the same properly as necessary. Such storage and shipping must comply with the following requirements to be deemed proper: When storing, transporting, or opening the sterile barrier system, all risks of contamination must be limited as best as possible and according to the latest state of knowledge by choosing suitable packaging, observing all storage conditions for sterile goods, in particular ensuring the storage is dry, either dust-free or low-dust, protected from light, protected against damage, and protected against mechanical influences. Storage and transportation take place at max. 25°C (77°F) and must be protected against extreme temperature fluctuations and kept separated from non-sterile products as well as clean and free from vermin. All storage rooms and areas including all adjoining walls, the floor, and the ceiling must be smooth, easy to clean, and disinfect, i.e. wipe resistant. They must be free from cracks and paint must not be peeling. To ensure that the floor is properly cleaned, the lowest level of a shelf must have at least 30 cm (12 inches) clearance from the floor.        

8.2.3. Furthermore, the customer must immediately inform SCHILLING-MED in writing if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is unable to reimburse SCHILLING-MED for the court and out-of-court expenses of a third-party objection claim, the customer shall be liable for any loss in this respect. 

8.2.4. The customer is entitled to resell the goods for which SCHILLING-MED still retains the title in the normal course of its business. The customer hereby assigns to SCHILLING-MED any resulting accounts receivable up to the gross invoice amount. SCHILLING-MED hereby accepts the assignment. This assignment shall apply regardless of whether the purchased goods have been resold before or after being processed.

8.2.5. The customer remains entitled to collect the receivables even after this assignment. but SCHILLING-MED's right to do the same remains unaffected. SCHILLING-MED will not collect the receivables as long as the customer is not in default, unless the provisions under §7.4 apply.

8.2.6. Any treatment or processing of the goods by the customer are always made on behalf of SCHILLING-MED. In this case, the customer's contingent remainder in the processed article remains. If the goods are processed with other items not belonging to SCHILLING-MED, SCHILLING-MED acquires joint ownership of the new item in proportion to the objective value of its product to the other items included at the time of processing. 

8.2.7. The same applies in the case of mixing. If the mixing is done in such a way that the customer's item is to be regarded as the main item, the customer will grant proportional joint ownership to SCHILLING-MED and preserve the same. To secure SCHILLING-MED's claims against the customer, the customer also assigns to it such accounts receivable against a third party that arise from the incorporation of its goods into the new product. SCHILLING-MED accepts this assignment.

8.3. The customer shall undertake all measures to secure and document the retention of title, insofar as this is necessary in order to safeguard the rights of SCHILLING-MED, in particular according to the regulations of foreign legal systems. 

8.4. SCHILLING-MED is obliged to release its continuing security interests to the extent that the scope of the security exceeds the claim secured by more than 25%. 

9. Warranty claims, duty to inspect and provide notice of defects, exclusion periods 

9.1. All warranty claims depend on the immediate inspection of the goods upon receipt and subsequent immediate notice of any defects as defined in §11.1. They likewise depend on the customer's compliance with all its obligations as described in §§8.2.1. and 8.2.2.

9.2. Subject to §9.1. above, the customer is also able to assert its statutory warranty claims in accordance with the following provisions: 

9.2.1. In the event of defects, SCHILLING-MED initially has the right to supplementary performance within a reasonable period of time. A reasonable period is usually at least 14 days.

9.2.2. This supplementary performance shall consist of remedy or replacement, at SCHILLING-MED's discretion.

9.2.3. If a replacement item is delivered, the customer is obliged to return the defective item at SCHILLING-MED's expense within 14 days after receipt of the replacement item.

9.2.4. Defective goods are also excluded from all warranty claims if the customer has failed to comply with the provisions on storage and other conduct in §§8.2.1. and 8.2.2., unless otherwise proven by the customer.

9.2.5. With regard to customer warranty claims, every partial delivery is deemed to be an independent service of SCHILLING-MED.

9.3. The assignment of warranty claims by the customer is excluded.

9.4. Contrary to §438 para. 1 no. 3 BGB, the general limitation period for claims arising from material and legal defects is hereby set as one year from the date the risk is transferred to the customer per §5.4. or §6.5. 

10. Duties of SCHILLING-MED 

10.1. SCHILLING-MED shall provide its services with the due care of a proper merchant.

10.2. SCHILLING MED will comply with all applicable laws and regulations, in particular: 

10.2.1. DIN EN ISO 9001

10.2.2. DIN EN ISO 13485

10.2.3. DIN EN ISO 14971

10.2.4. Council Directive 93/42/EEC of June 14, 1993 concerning medical devices,

10.2.5. Directive 98/79/EC of the European Parliament and of the Council of October 27, 1998 concerning in-vitro diagnostic systems,

10.2.6 Medical Device Regulation 2017, the EU Medical Devices Regulation (MDR) published on May 25, 2017,

10.2.7. the German Medical Devices Act, published August 2, 1994;

10.2.8. the German Medical Devices Safety Plan Regulations, published June 24, 2002;

10.2.9. the German Medical Devices Operator Regulations.

11. Customer obligations 

11.1. The customer has the obligation to inspect the contractual goods immediately upon receipt and to provide full, written notice of any obvious defects without delay. Obvious defects in the purchased item must be reported in writing within 3 days of receipt; defects that were not obvious must be reported within 7 days of discovery. Damage to the goods which is obvious and is already visible upon receipt, as well as any packaging damage, must be immediately reported to the freight forwarder or carrier and SCHILLING-MED.

11.2. The customer shall handle the goods as stipulated in §§8.2.1. and 8.2.2. above to preserve any warranty claims at least as long as title is retained by SCHILLING-MED per §8. 

11.3. The customer agrees to notify SCHILLING MED without delay of the following irregularities in connection with the contract goods: 

11.3.1. The customer will comply with all requirements and instructions contained in Regulation (EU) 2017/746 of the European Parliament and of the Council of April 5, 2017 concerning in*vitro diagnostic medical devices, in particular those relating to Chapter II (post-market surveillance, vigilance, and market surveillance). In particular, the customer will report any serious incident involving products made available on the Union market, other than expected side effects already clearly documented in the product information, quantified in the technical documentation, and reported as trends under Article 88 of the above regulation.             

11.3.2. The customer shall report any corrective action in relation to products made available on the Union market, including corrective actions taken in third countries on a product which is also legally provided on the Union market, unless the reason for the corrective actions applies exclusively to the third country concerned.

11.3.3. The customer must always inform SCHILLING-MED completely and immediately about any further potential risks which become apparent during the contractual use of the contract goods.

11.4. The customer will note that it is prohibited to place, operate, or use any medical device if 

11.4.1. there is a reasonable suspicion that they will directly or indirectly jeopardize the safety and health of patients, users, or third parties, even if used as intended or if being used for a purpose beyond what is medically reasonable; or

11.4.2. the date by which a safe application is demonstrably possible has passed.

11.5. In addition, the customer will immediately report any other irregularities in connection with the contractual goods to SCHILLING MED.

11.6. The customer agrees to provide any warnings or application instructions received from SCHILLING-MED in full to third parties receiving the contractual goods and to document said notices.

11.7. Once the risk is transferred as defined in §5.4. or §6.5., the customer agrees to ensure the traceability of the medical devices it has brought to market and to comply with the obligations of MDD 93/42/EEC. In the case of deliveries outside Germany, the customer further agrees to observe the respective regulations for registration and traceability in the respective country.

11.8. The customer shall inform SCHILLING-MED immediately as soon as it becomes aware that the contractual goods might potentially be or are in actual breach of third-party industrial property rights or that third parties might potentially be or actually violating SCHILLING-MED's industrial property rights.

11.9. The customer is obligated and solely responsible to provide all necessary national and international approvals for the contractual execution of the contract in due time and to submit them to the competent authorities.

12. Liability, indemnification 

12.1. Any liability of SCHILLING-MED presupposes that the customer complies with its contractual and statutory obligations to inspect the goods upon receipt and provide notice of defects per §11.1. in a timely and complete manner. If the customer fails to do so, SCHILLING-MED's liability is excluded to that extent. This applies to all identifiable defects.

12.2. Claims of the customer for damages, even according to the provisions of the Product Liability Act, only exist insofar as they are based on injury to life, limb, health, or an intentional breach of duty by SCHILLING-MED, its legal representatives, or vicarious agents, and in accordance with §§12.3. to 12.5. below. Liability is excluded in all other instances.

12.3. SCHILLING-MED shall be liable for damages resulting from the grossly negligent breach of cardinal obligations, i.e. the fulfillment of which is necessary for the proper execution of the contract and the compliance with which the contractual partner can regularly trust; such damages are limited, however, to those which were foreseeable and typical for such contracts.

12.4. The liability of SCHILLING-MED is excluded in case of improper modification or treatment of the contract goods, as well as for defects that are based on normal wear or caused by the transport.

12.5. For damage resulting from its simple negligence, the liability of SCHILLING-MED for material damage and the resulting further pecuniary loss is limited to the contract value.

12.6. The liability of SCHILLING-MED is in all cases limited to a total amount of €5,000,000.00.

12.7. The provisions of the Product Liability Act remain unaffected.

12.8. The customer agrees to indemnify and hold SCHILLING-MED and its affiliates, employees, and agents harmless against all claims arising out of infringement of third-party rights by information, documents, data or materials provided by SCHILLING-MED, unless SCHILLING-MED or its affiliates, employees, officers or directors have acted intentionally. The customer further agrees to indemnify and hold SCHILLING-MED harmless from all third-party claims resulting from damage to the products during use or storage of the products by the customer or improper use of the products, unless the damage is caused by a defect in the contractual goods for which SCHILLING-MED is solely or predominantly responsible.          

12.9. The provisions in §§12.1. to 12.8. above shall also apply to the legal representatives and vicarious agents of SCHILLING-MED, should any claims in connection with the contractual relationship be asserted directly against them. 

13. Data protection 

13.1. Information on collection and storage of personal data; the nature and purpose of said data and its use; revocable consent 

13.1.1. As soon as the customer enters into contract negotiations with SCHILLING MED, SCHILLING MED will collect the following information: Company name of the customer, title, surname and surname of all persons authorized to represent or act on its behalf, one or more email addresses, which may also contain names or parts of names, the address, telephone numbers (landline and/or mobile) as well as all other information which may be necessary or meaningful in the sense of a (potential) contractual relationship.

13.1.2. The collection of this data takes place in order to identify the customer properly; to carry out correspondence; for billing and for the settlement of any fulfillment, warranty, damages, or other claims. The data processing takes place on the basis of the entire verbal and written communication with the customer and is allowed per Art. 6 para. 1 clause 1 lit. b GDPR for the purposes mentioned above for the appropriate processing of the contract for the mutual fulfillment of obligations arising from said relationship. 

13.1.3. The data collected by SCHILLING-MED related to the business relationship will be stored until the expiry of the statutory retention period and then deleted, unless we are obligated to retain them for a longer period per Art. 6 para. 1 clause 1 lit. c GDPR due to tax or commercial law storage and documentation obligations per the German Commercial Code (HGB), the German Criminal Code (StGB), or the German Tax Code (AO), or if the customer has given its consent to the continued storage of the data per Art. 6 para. 1 clause 1 lit. a GDPR.

13.1.4. By submitting a binding declaration of intent to conclude a contract with SCHILLING-MED, the customer expressly grants its revocable consent to the storage and processing of data in accordance with §§13.1.1. to 13.1.4. above.

13.2. Disclosure of data to third parties 

13.2.1. Customer data described above in §13.1. will not be transferred to third parties for purposes other than those listed therein.

13.2.2. Such data will be transferred to third parties if necessary to process the contractual relationship, as permitted by Art. 6 para. 1 clause 1 lit. b GDPR. This includes, in particular, the disclosure to other parties involved in the contract, to manufacturers or suppliers of SCHILLING MED, to tax consultants or other professionals sworn to secrecy, to courts and other public authorities, insofar as they have a legal claim or a legitimate interest in the same or SCHILLING-MED has a legitimate interest in disclosure of the same.

13.3. Customer rights 

The customer has the right ....                            

13.3.1. …. per Art. 7 para. 3 GDPR to revoke its consent at any time. As a result, SCHILLING-MED will no longer be allowed to continue processing data based on this consent.

13.3.2. …. per Art. 15 GDPR to request information about the personal data SCHILLING-MED has processed about it. In particular, the customer may obtain information about the purposes of processing; the category of personal data; the categories of recipients to whom its data have been or will be disclosed; the planned retention period; the existence of a right to rectification, deletion, restriction of processing or objection; the existence of a right of appeal; the origin of said data, if the data have not been collected by SCHILLING-MED, and which require the existence of automated decision-making including profiling and, where appropriate, meaningful information about its details;

13.3.3. …. per Art. 16 GDPR, to demand the immediate correction of incorrect or incomplete personal data stored about it;

13.3.4. …. per Art. 17 GDPR, to request that the personal data SCHILLING-MED has stored about it be deleted, unless its further processing is necessary to exercise the right to freedom of expression and information, to fulfill legal obligations, for reasons of public interest, or to assert, exercise, or defend potential legal claims;

13.3.5. …. per Art. 18 GDPR, to demand that the processing of its personal data be restricted to the extent that it disputes its accuracy or the processing is unlawful, even though it rejects its deletion and SCHILLING-MED no longer needs the data, but the customer needs it to assert, exercise, or defend legal claims, or has objected to its processing in accordance with Art. 21 GDPR;

13.3.6. …. per Art. 20 GDPR, to receive its personal data provided to SCHILLING-MED in a structured, current and machine-readable format or to request its transfer to another data controller;

13.3.7. …. per Art. 77 GDPR, to file a complaint to a supervisory authority.

13.4. Right to object

13.4.1. If the customer's personal data is processed based on legitimate interests per Art. 6 para. 1 clause 1 lit. f GDPR, the customer has the right per Art. 21 GDPR to object to said processing for reasons arising from its particular situation.

13.4.2. If the customer wishes to exercise its right to object, it can do so in the following ways:

by e-mail to: This email address is being protected from spambots. You need JavaScript enabled to view it.                    
by fax to:             +49-6051-68428                                          
by post to:           M. Schilling GmbH, In den Kappeswiesen 18, 63571 Gelnhausen, Germany          

13.5. Legal reservation 

The statements in §§13.1. to 13.4. are without exception in line with the legal obligations and current legal understanding of SCHILLING-MED. Insofar as the legal obligations of SCHILLING-MED are less than those indicated, SCHILLING-MED reserves the right to demand an amendment of the contractual terms to which the customer is obligated. Should the legal obligations be broader, SCHILLING-MED will also comply with these.

14. Confidentiality obligations

14.1. The customer agrees to use any and all knowledge and expertise owned by SCHILLING-MED, such as may became known as part of a (potential) contractual relationship, only for the purposes agree and otherwise to treat it as confidential. The customer must ensure that third parties will not obtain knowledge of the same without the prior written consent of SCHILLING-MED.

14.2. These obligations survive the termination of the contractual relationship between the parties indefinitely.

15. Copyright, miscellaneous

15.1. Unless otherwise agreed in writing by the parties, this agreement shall not confer any copyright, trademark, or utility model rights or grant any license or sublicense thereof. This also applies to any knowledge and other industrial property rights of SCHILLING-MED or that of its suppliers or manufacturers. SCHILLING-MED also retains all proprietary and copyrights in all documents provided to the customer in connection with placing the order, such as calculations, drawings, etc. These documents may only be made accessible to third parties upon the express written consent of SCHILLING-MED.                                             

15.2. As far as SCHILLING-MED requires protected technology or other rights held by the customer to fulfill the contract per 15.1., the customer hereby grants SCHILLING-MED a simple, non-transferable license free of charge.

15.3. Customers may only refer to the existing business relationship with third parties, especially advertisers, with the prior written consent of SCHILLING-MED.

15.4. Offsets of claims are permitted only when claims are undisputed, legally established, or otherwise recognized by SCHILLING-MED. In addition, the customer may exercise a right of retention only if its counterclaim is based on the same contractual relationship.

16. Final provisions 

16.1. The legal relations between SCHILLING-MED and the customer are subject to the law of the Federal Republic of Germany under exclusion of the UN sales law.

16.2. The place of fulfillment and jurisdiction for all disputes arising from all contractual relationships between the customer and SCHILLING-MED is 63571 Gelnhausen, Germany.

16.3. Any amendments and addenda to this agreement and any notices of termination must be made in writing. This shall also apply to any waiver of the written form requirement. However, this does not apply in the case of express individual agreements within the meaning of §305 b BGB.

16.4. Should one of the above provisions be wholly or partly invalid, this shall not affect the validity of the remaining provisions. In the case of total or partial ineffectiveness, the contracting parties undertake, instead of the omitted clause, to make a different provision of the contract which comes as close as possible to the economic purpose of the invalid clause; in addition, the statutory provisions apply. This also applies to any provisions unintentionally omitted from this agreement.

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M. Schilling GmbH
Medical Products
In den Kappeswiesen 18
63571 Gelnhausen
Germany

Phone +49 (0) 60 51-88 90 80
Fax +49 (0) 60 51-68 428
E-Mail: info@schilling-med.de