B2B only. These terms apply to business customers when agreed. They are not consumer sales terms or pilot participation conditions.
1. Scope and incorporation
These General Terms & Conditions of pheal GmbH, Albert-Einstein-Straße 1, 49076 Osnabrück, Germany, apply exclusively to contracts with businesses within Section 14 of the German Civil Code (BGB), legal persons under public law and special funds under public law. They concern development, OEM/CDMO and research services and products supplied for those purposes, where their application has been agreed before the contract is concluded.
They do not apply to consumer orders. Individual agreements take precedence. Conflicting terms only become part of a contract if we expressly accept them. This version does not automatically amend existing contracts.
2. Offers and contract formation
Website content and enquiry forms are not binding offers. A contract is formed by matching declarations of the parties, in particular an offer and its acceptance or an order confirmation. Any validity period specified in an offer applies.
A product, pre-order or pilot enquiry alone creates no purchase contract, delivery reservation, payment obligation or entitlement to participate. Pilot testing is subject to separate participation arrangements and, where needed, privacy agreements.
3. Scope of services and development
The specific contract defines the deliverables, specification, intended use, fees, dates and any acceptance criteria. Whether a service or a defined result is owed depends on the agreed work and applicable law. These terms do not exclude a contractually promised result.
Technical risks and unresolved questions in research and development must be identified and considered for the particular project. Changes to scope, timing or budget require agreement and do not automatically permit a unilateral price increase.
4. Cooperation and regulatory responsibilities
The customer provides agreed requirements, information and materials in time and names necessary contacts. Consequences of missing cooperation will be discussed; statutory rights remain unaffected.
Development under ISO 13485, regulatory documentation, clinical studies, approval support or assumption of a particular regulatory role is owed only where expressly agreed. The designation CDMO alone determines neither the role of legal manufacturer nor regulatory approval. Each party’s statutory duties remain applicable.
5. Prices and payment
The agreed contract prices apply, plus legally payable VAT. Shipping, travel and other additional costs are charged where agreed. Unless otherwise agreed, invoices are payable without deduction within 30 days of receipt. Advance or instalment payments fall due only where agreed.
Late payment is governed by statutory conditions and remedies. For payment claims under transactions without consumer participation, the statutory default interest rate is nine percentage points above the base interest rate. Rights of set-off and retention are governed by law.
6. Delivery, dates and acceptance
Binding delivery and performance dates are specified in the contract. We communicate foreseeable delays and discuss necessary adjustments, taking account of statutory rights. Statutory rules on transfer of risk apply to deliveries unless another lawful delivery term is expressly agreed.
Where a contract for a defined work result is agreed, acceptance follows the contractual criteria and statutory rules. Website descriptions alone do not constitute successful acceptance of development services.
7. Defects and liability
Statutory rules govern defects and damages. Statutory duties to inspect and notify, in particular Section 377 of the German Commercial Code, apply where their conditions are met. Intended consumption or normal wear must be distinguished from a defect already present when risk passes; sensors, consumables and batteries are not subject to a blanket exclusion of defect rights.
These terms do not exclude liability for injury to life, body or health, intent, gross negligence, assumed guarantees or mandatory product liability. Statutory liability rules also apply in all other respects.
8. Results, usage rights and confidentiality
Rights to development results, software, designs, sensor layouts, documentation and pre-existing know-how are defined in the relevant project agreement. Delivery of a sample or publication of an illustration on this website does not in itself transfer further intellectual property or usage rights.
Confidential technical and business information may only be used for the agreed purpose and made available to authorised people who need it for that purpose. Statutory disclosure duties remain unaffected. Separate confidentiality agreements take precedence.
9. Consumer offers and pilot programmes
These B2B terms do not apply to future sales to private consumers. Information required for a particular consumer contract, including any applicable cancellation instructions, model withdrawal form and conditions, will be provided before the contract is concluded in the relevant offer or shop. This page does not restrict statutory consumer rights.
We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration body.
10. Governing law, jurisdiction and contact
German law applies to B2B contracts covered by these terms, excluding the UN Convention on Contracts for the International Sale of Goods. Osnabrück is the exclusive place of jurisdiction where the customer is a merchant within the German Commercial Code, a legal person under public law or a special fund under public law, and where the agreement is legally permitted. Mandatory statutory jurisdictions remain unaffected.
If an individual provision is ineffective, statutory rules apply, in particular Section 306 BGB. This English text is a translation. Unless otherwise agreed, the German version governs in the event of discrepancies.
Questions about an offer or contract: info@pheal.care. Personal data information: Privacy Policy.