§ 3 Offers and conclusion of Contract
3.1 Our offers are nonbinding. The illustrations and descriptions in our catalogue, our price list and in our brochures and on the domains www.visall.de and www.myoslow.de are also nonbinding.
3.2 The Customer is bound to their order for a period of 14 days from receipt by us, unless otherwise stated in the order. Orders can be placed via the internet, the electronic online ordering client, by telephone or fax. A requirement for the conclusion of any Contract is that the Customer is registered with us. The Customer must first register at www.visall.de before placing they place their order. After a plausibility check of the information, the Customer is activated.
3.3 Contracts are concluded on our acceptance of the Customer’s order. Acceptance is confirmed by our order confirmation or delivery. If the Customer orders via the internet (via our webshop or using the Visall online ordering client), we will confirm receipt of the order electronically without delay. However, the order confirmation does not yet indicate acceptance of the Contract.
3.4 Unless agreed otherwise, customary or minor, technically unavoidable deviations in quality, colour, dimensions or weight are not deemed to be defects.
3.5 Our illustrations, drawings, colour‑, weight and dimension specifications are only approximate values unless a) they are expressly designated as binding or b) they are essential.
3.6 Our product descriptions do not constitute guarantees in the legal sense.
3.7 The Contract language is German.
3.8 The following applies to orders placed via our webshop: The order text is not stored by us and can no longer be retrieved via the webshop on the internet after the order process has been completed. However, you can print out your order details immediately after sending the order. Orders via the Visall order client are stored by the program locally on the user’s computer and can be called up at any time as long as the program is saved and functional.
§ 4 Prices
4.1 All prices are quoted in euros and, unless agreed otherwise, are exclusive of packaging, shipping and any VAT at the statutory rate. The Customer pays a flat rate for the delivery service.
4.2 Our prices are continually updated. The price that is shown to the Customer when they place the order applies, unless we have a separate price agreement with the Customer.
§ 5 Payment, inability of the Customer to pay, default
5.1 German customers pay exclusively by SEPA Business to Business Direct Debit. The German Customer declares their consent to this when registering on the domain
www.visall.de. On registering, the Customer receives all necessary information about the procedure including the creditor ID from Visall. The direct debit is collected 3 days after receipt of the invoice (due date).
5.2 Customers based outside Germany must make payments to our bank account within 14 days of receipt of the invoice without any deductions. The irrevocable receipt of payment on our account is decisive for the timeliness of payment.
5.3 Invoices are generally issued by collective invoice at the beginning of each calendar month in arrears for the calendar month just ended. In individual cases, however, we are also authorised to invoice a delivery separately.
5.4 If it becomes apparent after conclusion of the Contract that Visall’s claim for payment is jeopardised by the Customer’s inability to pay, Visall is entitled to refuse its performance and preparatory actions. The right to refuse performance lapses if the payment is made or security is provided for it. Visall may set the Customer a reasonable deadline for payment/security. After unsuccessful expiry of the deadline, Visall is entitled to withdraw from the Contract
5.5 In the event of late payment, we charge interest from the due date at a rate of 8 percentage points above the base interest rate, but at least 10%. If we can prove that we have incurred higher damage caused to the delay, we are entitled to claim it.
5.6 The Customer may only offset or assert a right of retention if their counterclaims have been legally established or are undisputed.
§ 6 Delivery and transfer of risk, reservation of own delivery, partial deliveries
6.1 In the absence of a special agreement, delivery is made ex works or warehouse (EXW according to Incoterms® 2020). The risk also passes to the Customer in accordance with EXW if we organise the delivery for the Customer as a service.
6.2 Our obligation to deliver is subject to timely and correct delivery to us by our suppliers. Visall is not in default on deliveries to the Customer if a supplier of Visall does not deliver to it correctly or on time, unless we are responsible for the incorrect or delayed own delivery. In such cases, we can withdraw from the Contract. A procurement risk is not assumed.
6.3 Partial deliveries and services are permitted to a reasonable extent. Such authorised partial deliveries and services can be invoiced individually by Visall.
§ 7 Delivery time, force majeure
7.1 Delivery periods are only approximate. The delivery period is met if the goods are provided for dispatch by the end of the period (deadline).
7.2 In the event of a delay in delivery, our liability in case of simple negligence is limited to 0.5% per full week of delay, but to a maximum of 5% of the net invoice amount of the part of the delivery affected by the delay. This does not affect the claim for damages in lieu of performance in accordance with Clause 10.1.
7.3 Unforeseen, unavoidable events for which we are not responsible, e.g. force majeure, strikes and lockouts, operational disruptions, difficulties in procuring materials, transport delays, shall extend the delivery period by the duration of the disruption and its effects. This also applies if the obstacles occur at our suppliers or during an existing delay. If the disruption is not only of temporary duration, both contracting parties are entitled to withdraw from the Contract. Claims for damages are excluded in the cases named in this Clause 7.3.
§ 8 Retention of title
8.1 We retain title to the delivered goods until all payments arising from the business relationship with the Customer have been received in full. If an open account relationship exists, the retention of title extends to the recognised balance.
8.2 The handling and processing of the reserved goods by the Customer shall always be carried out on our behalf without any obligation on our part. In the event of mixing and combining with other goods, we acquire co-ownership of the new goods in the ratio of the net invoice value of the reserved goods to that of the other materials. The resulting new item is deemed to be reserved goods within the meaning of this Section 8.
8.3 The Customer is entitled to resell the reserved goods or the new goods in the ordinary course of business; however, they hereby assign to us in advance all claims in full that accrue to them from the resale or further use.
8.4 The Customer is authorised to collect the claims assigned to us as long as they meet their payment obligations from the proceeds collected.
8.5 If the Customer no longer meets their payment obligations to us, we may revoke the authorisation to resell and reuse and demand that the Customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs their debtors of the assignment. The taking back of reserved goods does not constitute a cancellation of the Contract. If we declare our cancellation, we are entitled to sell the goods on the open market.
8.6 We shall be informed immediately in writing of any access by third parties to the reserved goods. Costs arising from the defence against access are borne by the Customer if they cannot be recovered from the third party.
8.7 If the value of the securities exceeds our claims by more than 10%, we will release our securities to this extent at our discretion at the Customer’s request.
§ 9 Warranty rights
9.1 The Customer undertakes to inspect the goods for any material defects on receipt. They shall inform us in writing of any outstanding material defects immediately, but at the latest within 8 days of receipt of the goods. Hidden material defects shall be reported within 8 days of their discovery at the latest. If these deadlines are exceeded, all claims and rights arising from the liability for defects for these material defects lapse.
9.2 Defects in the goods do not include damage caused by the Customer through improper handling or handling contrary to the Contract. I,n this respect, the information provided by the manufacturer of the goods is decisive for the assessment of inappropriateness and breach of Contract. In particular, damage caused by refraction errors or workshop breakage does not count as a defect in the goods.
9.3 In the event of justified notice of defects, we will, at our discretion, deliver a replacement or repair the goods. Should the subsequent fulfilment fail, the Customer can demand a reduction in the price or — in the case of significant defects — withdraw from the Contract. If the subsequent fulfilment fails, the Customer is also entitled to demand compensation instead of performance in accordance with § 10.1.
9.4 The limitation period is 12 months from the transfer of risk unless we are liable for bodily injury, have breached our obligations wilfully or through gross negligence, have fraudulently concealed the defect or have assumed a guarantee going beyond this or a longer statutory period is mandatory.
§ 10 Liability
10.1 Claims for damages against us — of any kind whatsoever — are excluded if we, our legal representatives or vicarious agents have caused the damage through simple negligence.
10.2 This exclusion of liability does not apply to bodily injury, nor to the provision of a contractual guarantee, nor to a breach of material contractual obligations. Material contractual obligations are those whose performance is essential for the proper execution of the Contract and on whose compliance the Customer regularly relies and may rely and whose breach jeopardises the achievement of the purpose of the Contract.
10.3 If a guarantee is provided, however, our liability is limited to the scope of the guarantee and, in the event of a simple negligent breach of essential contractual obligations, to the foreseeable damage typical for the Contract.
10.4 Claims under the Product Liability Act remain unaffected.
10.5 Insofar as Visall’s liability is excluded or limited on the basis of the provisions of Clause 10, this also applies to the personal liability of its employees, workers, representatives and vicarious agents.
10.6 With the exception of claims in tort, claims for damages by the Customer for which liability is limited in accordance with Clause 10 become time-barred one year after the start of the statutory limitation period.
§ 11 Property rights
11.1 The catalogue distributed by us, the price lists, the brochures and the website operated by us as well as their entire content, in particular texts, photos, images, graphics, illustrations and any software, are all protected against unauthorised use by industrial property rights, in particular copyrights, name and image rights, trademarks, patents or utility models in force. The rights to these are held by us or our licensors.
11.2 The use outside of the selection, purchase and resale of a product requires our prior written consent or, if the respective rights are not held by us, by the rights holder.
§ 12 Data protection
Visall and the Customer shall comply with the statutory regulations on the protection of personal data. The Customer is obliged to create the statutory requirements, e.g. to obtain consents, so that Visall can provide the services without violating the law. The Customer is advised to take suitable measures, as far as possible, to prevent Visall from accessing personal data or trade secrets of the Customer during the provision of the services. If it cannot be prevented that Visall is granted access to personal data of the Customer, the Customer is obliged to inform Visall in good time before the services are provided. The Customer and Visall then agree on the measures to be taken.
§ 13 Confidentiality
13.1 The documents, know-how, data and/or other information (“Confidential Information”) made available to each other by the contractual partners must be treated confidentially, i.e. in particular not made accessible to third parties and used exclusively for the purpose for which they were provided and only made accessible to those employees who need them to fulfil the underlying purpose, provided that they are obliged in writing to maintain at least equivalent confidentiality. Confidential information from Visall includes, in particular, price lists, Contract conditions and notifications of incidents. The contracting party receiving the Confidential Information is liable for any breach of these obligations by its employees, affiliated companies and subcontractors.
13.2. This confidentiality obligation does not apply to Confidential Information that is demonstrably
I) generally known or later became generally known without the receiving contractual partner being responsible for this,
II) was lawfully made accessible to the receiving contractual partner by a third party without breach of a confidentiality obligation,
III) are developed independently by the receiving contractual partner,
IV) were already known to the receiving contractual partner before this Contract came into force without an obligation of confidentiality or
V) shall be disclosed due to a binding official or judicial order or a law (whereby the receiving contractual partner must inform the disclosing contractual partner of this requirement in good time).
13.3 This confidentiality obligation continues for 5 years after the termination of the business relationship.
§ 14 Final provisions
14.1 Should one or more of the above provisions of these T&Cs be or become invalid in whole or in part, this does not affect the validity of the remaining provisions.
14.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with the Customer’s Contract is our registered office in Lörrach. However, we are also entitled to prosecute the Customer in their place of jurisdiction.
14.3 German law applies exclusively. The UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.
Supplementary conditions for the delivery of spectacles to end consumers, incidents and product conformity
§ 15 Delivery of spectacles to end users
The Customer instructs the end user, who is the purchaser of the spectacles, in the proper use of the spectacles, including correct care and handling. The Customer informs the end user of any restrictions on use and risks. These include, in particular, restrictions on driving a motor vehicle and the information that spectacle lenses are generally not unbreakable. The manufacturer already provides the Customer with information on its products (fitting instructions, instructions for use, restrictions on use, warnings, etc.) in its product catalogues (sales price list, product information).
§ 16 Incidents
If the Customer receives information from healthcare professionals or its customers about suspected incidents in connection with a Visall product provided by the Customer, the Customer shall forward this information to Visall without delay. For the purposes of this regulation, “incident” means a malfunction or deterioration in the characteristics or performance of a product, including errors in use due to ergonomic features, inadequacy of information provided by Visall or an undesirable side effect. The Customer shall provide Visall with all necessary information about the product and suspected incidents from its Customer register. Legal obligations and obligations under European Union law remain unaffected by this.
§ 17 Product conformity with Regulation (EU) 2017/745, information, corrective measures
17.1 The products supplied by Visall to the Customer comply with the requirements of Regulation (EU) 2017/745 of the European Parliament and of the Council on medical devices (Regulation (EU) 2017/745), also referred to as the “Medical Device Regulation”. We maintain a systematic procedure for monitoring the product after it has been placed on the market. Visall prepares and maintains declarations of conformity for its products in accordance with Regulation (EU) 2017/745 EU and affixes the CE marking to the products. Visall shall provide the Customer with the necessary information, e.g. instructions for use, on or together with the product in accordance with Regulation (EU) 2017/745, insofar as, by way of exception, this is not required.
17.2 The Customer shall notify Visall immediately if the Customer believes or has reason to believe that any Visall spectacles (product) made available on the market by the Customer does not comply with Regulation (EU) 2017/745 and/or the medical device poses a serious risk. The Customer shall cooperate with Visall and the competent authorities to ensure that, where necessary, the necessary corrective action is taken to establish the product’s conformity with Regulation (EU) 2017/745, to withdraw it from the market or to recall it. Corrective measures are understood to be those within the meaning of Regulation (EU) 2017/745, i.e. measures to eliminate the cause of a potential or existing lack of conformity with this Regulation or any other undesirable situation.
17.3 The Customer undertakes to provide the competent authority, on request, with all information and documents available to the Customer that are necessary to demonstrate the conformity of the product purchased from Visall with Regulation (EU) 2017/745. The Customer shall inform Visall immediately about the request of the competent authority. Visall and the Customer work together to process the request of the competent authority. Visall is authorised to provide the relevant or requested information directly to the competent authority.
17.4 The Customer shall co-operate with the competent authorities, at their request, in all measures to prevent risks associated with the products purchased from Visall and made available on the market. The Customer shall provide samples of the product free of charge to a competent authority on request or, if this is not practicable, grant it access to the product.
17.5 In the event of noncompliance with the above provisions and the obligations arising from Regulation (EU) 2017/745, the Customer shall inform Visall immediately of this fact and the resulting corrective measures.
Supplementary terms and conditions for marketing‑, consulting and training services
The following terms and conditions apply in addition, where applicable. Otherwise, the above General Terms and Conditions apply to contracts with us, unless stipulated differently and with precedence in the following.
§ 18 Consulting and training services for opticians
The following terms and conditions apply in addition, where applicable. Otherwise, the above General Terms and Conditions apply to contracts with us, unless stipulated differently and with precedence in the following.
18.1 Consulting and training are provided as services. The content, conditions and prices of the order are set out in detail in the underlying individual Contract. The subjects of the orders may include:
— BWA analysis, management accounting, target planning,
— location analysis, best practice,
— online marketing,
— event support,
— lens, product and sales training and supporting measures,
— organisation, management and personnel.
18.2 Consultancy and training services are provided by us or selected external partner companies.
18.3 Unless agreed otherwise, the place of performance is our registered office.
Lörrach, dated: 11/2024
