All orders placed with Thieme Compliance, including future orders, shall be governed by these General Terms and Conditions exclusively, even if the customer’s order contains different terms and conditions. Such terms and conditions are hereby expressly opposed and shall not apply.
Amendments or additions to the contract or to these General Terms and Conditions shall be made in writing.
Thieme Compliance’s offers are without engagement.
Customer’s orders shall be binding and may be accepted by Thieme Compliance at its option by issuing an acknowledgment or by delivering the goods and/or software, supplying the licence key or by activating the licence within two weeks. Thieme Compliance shall not be held liable for any mistakes or other errors made by the customer in connection with the order.
Quoted delivery periods are not binding. A binding delivery date must be expressly designated as such in writing and confirmed in writing by Thieme Compliance. Thieme Compliance shall be authorised to make partial deliveries.
Thieme Compliance shall not be responsible for delays in delivery and performance due to force majeure or to events that make it significantly more difficult or impossible for Thieme Compliance to deliver, including in particular operating disruptions, strike, lockout, transport disruptions, official orders, etc. In the event of such delays any binding delivery periods agreed shall be extended by an appropriate length of time.
Risk shall pass to the customer at dispatch of the goods. This shall apply even if carriage at no charge to customer has been agreed.
Thieme Compliance markets patient education materials in printed form (information sheets), in audiovisual media form (videos, DVDs, etc.) and in the form of computer-assisted solutions (software). These are designed to assist with the individual patient education meeting to be conducted in each case by the person whose duty it is to provide information, and shall not take the place of such a meeting. The person whose duty it is to provide information thus remains responsible for providing complete and accurate patient information even when using patient education materials.
When purchasing patient education materials from Thieme Compliance the subject of the contract is not that their use in itself fully satisfies the requirements to provide information. The content and scope of the medical practitioner’s duty of disclosure are constantly changing, in particular because
• The legal requirements relating to the duty of disclosure are continually changing,
• New scientific knowledge can make extended disclosure necessary
(for instance, about new or newly recognized treatment risks and new treatment methods).
The customer acknowledges that the person whose duty it is to provide information is him/herself responsible for satisfying his/her continuous professional development duties in every respect and specifically as regards the medical practitioner’s duty of disclosure and for providing comprehensive information. For these reasons, patient education materials produced at certain intervals may not always meet the requirements.
All Thieme Compliance patient education materials are designed to meet the requirements that apply in the Federal Republic of Germany, from a medical and legal point of view in particular. If they are used abroad it is thus possible that different requirements may apply. If the patient education materials are to be used abroad the customer expressly acknowledges that this is the case and shall personally be responsible for finding out what the requirements are and taking into account that they may be different.
The patient education materials and any accompanying manuals and documentation supplied by Thieme Compliance are protected by copyright. Any kind of copying or processing (including in extract form) by mechanical, digital or other means is not permissible. This prohibition on copying shall also apply to information sheets printed out from the computer-assisted patient education materials.
Upon concluding the contract the customer shall receive a single, non-exclusive, non-transferable right to use the contractual patient education materials in his/her practice or clinic for the period of the licence agreement. The period of use shall commence at conclusion of the contract as per Clause II.2.
Unless otherwise stipulated in an individual agreement, and in particular unless a limited licence period is stipulated, the contractual right of use shall be granted for an unlimited time subject to payment of the stipulated licence fees as per the contract and, in the case of sheet-based charging, subject to transmission of the accounting data according to Clause VI.2.c. Any unlimited contractual relationship may be terminated at the end of a calendar year with three months’ notice in respect of audiovisual media and computer-assisted patient education materials.
The data carriers supplied shall remain the property of Thieme Compliance and shall be returned automatically at the customer’s expense at termination of the contract. In addition the customer shall promptly delete or uninstall the software and destroy any copies that may have been made.
The right of termination for a special reason shall be unaffected. Termination shall always be effected in writing.
In the case of computer-assisted patient education materials after the licence has been activated the customer may install, load and run the software on a single available computer/workstation. If changing to a different computer/workstation the software must be deleted from the old computer/workstation before reinstalling it on the new one. The customer may copy the software supplied if necessary for use of the software in accordance with the contract. This shall include in particular installing the software from the original data carrier into the storage memory of the computer used, loading the software into the working memory and making a back-up copy. The customer is not authorised to decompile the program code supplied or otherwise to reverse engineer the software production process including program modifications unless such steps are taken by agreement with Thieme Compliance to remove errors. The customer’s mandatory minimum rights according to Sections 69 d et seq. of the Copyright Act shall be unaffected.
Copyright notices, serial numbers, protection or other registration notices, labels and/or ownership information in the software, on the data carriers or in the documentation shall not be removed or altered. They shall be transferred onto all copies made.
In the case of audiovisual patient education materials the customer’s right of use shall include the right to play the contractual films on appropriate equipment at the customer's practice/clinic any number of times during the period of the contractual relationship.
Copying shall not be permitted. Clause V.2 para. 2 concerning copyright notices, etc., shall apply analogously.
Thieme Compliance shall charge the prices in force on the date of invoicing according to the relevant product price list. In the case of computer-assisted patient education materials this shall apply both to any agreed annual licence fee and also to any stipulated sheet-based licence fee and to the charges for activation, installation, interface integration and updates. Unless otherwise agreed prices are exclusive of packaging and shipping from the dispatch point and exclusive of VAT at the rate in force.
• Printed patient education materials shall be charged at delivery.
• Audiovisual patient education materials shall be prorated to the calendar year at delivery and charged on an annual basis thereafter. The annual licence fee shall be payable at the beginning of the respective calendar year.
• If an annual licence fee has been agreed, computer-assisted patient education materials shall likewise be prorated to the calendar year at delivery and thereafter charged on an annual basis at the beginning of each calendar year.
• If sheet-based charging has been stipulated for computer-assisted patient education materials the charge shall be made regularly at sheet updating and at least each calendar quarter. The customer shall send Thieme Compliance the printout unit numbers by the respective charging dates and finally at termination of the contract. The right of use in accordance with Clause V.2 shall lapse if the customer fails to fulfil this obligation.
All invoices shall be payable net immediately on receipt, unless otherwise agreed. Payments shall be applied firstly to interest and expenses accruing and then to the oldest debt in each case.
Set-off or retention of payments on account of counterclaims that are disputed and not res judicata shall not be permitted.
In commercial transactions any obvious defects in the item supplied shall be notified promptly and within one week from receipt at the latest. Hidden defects must be notified within two weeks. Defects notified after those times will not be considered.
Justified complaints about faults shall be resolved by Thieme Compliance by subsequent performance, i.e., at its option by remedying the defect or delivering a perfect item. If subsequent performance is impossible or unacceptable to Thieme Compliance or unsuccessful the customer may demand a reduction in the purchase price or withdraw from the contract.
Warranty claims shall become statute-barred one year from delivery of the contractual item.
Other warranty claims and customer’s claims for compensation for special breach of contract, tort, culpa in contrahendo or non-performance shall be excluded. This shall not apply in cases of intent or gross negligence, injury to life, limb or health, if the damage is due to culpable breach of essential contractual duties or in case of breach of quality and durability warranties. Essential contractual duties shall be deemed the respective contractual main performance obligations and other contractual (collateral) duties which in the event of a culpable breach of duty could jeopardise achievement of the contractual purpose. The amount of any liability shall always be limited to compensation for a typically foreseeable loss.
The place of performance for all liabilities arising from business relations with the customer shall be Erlangen.
The place of jurisdiction for all legal disputes arising from business relations with the customer shall be Erlangen if the customer is a merchant, a legal entity in public law or a public-law special fund.
The entire legal relationship with the customer shall be governed by the law of the Federal Republic of Germany. The UN convention on contracts for the international sale of goods shall not apply.
Should any provision of the contract or of these General Terms and Conditions of Delivery and Payment be ineffective, that shall not affect the effectiveness of the contract or of these Terms and Conditions in other respects.