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General terms and conditions of delivery

(November 2024)

BAUSCH+STRÖBEL CUSTOMER CARE CENTER IRELAND LIMITED (“us”/“our”/ “we”)
Business address: Abbey Street, Kilkenny, Co. Kilkenny, R95 Y046, Ireland
E-Mail: CCC_IR@bausch-stroebel.com


I. Scope and Conclusion of Contract

  1. These General Terms and Conditions of Delivery (“General Terms”) shall only apply to companies, legal entities under public law or special funds under public law that request a delivery (“Customer”). The General Terms shall apply to all of our deliveries, including future deliveries within the scope of ongoing business relationships, even if these General Terms are not expressly agreed at such future time.

  2. These General Terms shall apply for deliveries exclusively, unless different contractual terms have been explicitly agreed in writing.

  3. Our offers are non-binding. No contract shall have been made until our written confirmation of order has been given. The scope of our deliveries shall be set down exclusively by our written confirmation of order, including the written schedules and amendments thereto. Side agreements and changes shall only come in effect upon our written confirmation.

  4. Our fulfilment of the contract with respect to parts subject to governmental export regulations shall be subject to the condition that the required licenses are issued to us.

  5. The documents and information delivered and made by us such as pictures, drawings, weights and measures are only binding if we have expressly specified them as an element of contract or make specific reference to them.


II. Prices and Payment

  1. Our prices shall apply ex works Ilshofen, Germany and do not include shipping costs or applicable VAT, which will be charged at the current rate.
    a. In case of delivery outside the Republic of Ireland but within the European Union, Customer must provide us in good time prior to the contractually agreed delivery date with his VAT identification number so that we can zero-rate our invoices for VAT under applicable Reverse Charge regulations. In the event that such notification is not given or not given in good time, we are legally obliged to charge the appropriate VAT.
    b. In case of delivery outside of the European Union we reserve the right to charge VAT in the statutory amount after delivery if Customer does not send us a proof of exportation within one month after shipment.

  2. Cost estimates are only valid if expressly marked as binding.

  3. Installation, travel times, repairs and other services shall be invoiced and implemented, unless otherwise agreed in writing, at the current rates and terms of our Service Conditions.

  4. Payments are to be made to one of our accounts without any discounts.

  5. Customer may only set-off or withhold payment with counterclaims whose legal basis or amount are not disputed or are final and absolute.

  6. Unless otherwise agreed, Customer's payments shall be due upon receipt of our invoice. Customer shall be in default of payment 10 days after the receipt of invoice without the necessity of any further notice. Unless otherwise agreed in writing, all payments are to be made in Euro without any deductions. Any conversion fees and bank charges shall be borne by Customer


III. Delivery, Passing of Risk, Receiving

  1. We reserve the right to reasonable partial deliveries and partial billing.

  2. Incoterms 2020 are deemed to have been agreed. Deliveries shall be ex works Ilshofen, Germany, unless otherwise agreed in writing.

  3. Risk shall pass to Customer upon delivery. If a formal acceptance or acceptance tests have been agreed in the contract  , the time of acceptance shall be decisive for the transfer of risk. Unless otherwise agreed in writing, any acceptance tests shall take place in our factory during normal working hours.

  4. The foregoing provisions on the passing of risk shall also apply if partial deliveries are made or other services are to be performed by us.

  5. Should delivery or acceptance be delayed or not take place as a result of circumstances which are not attributable to us, risk shall pass to Customer as of the day of the notice of the readiness for shipment or acceptance. We agree to take out the insurance requested by Customer at his expense.

  6. Notwithstanding his rights under Section VII hereof, Customer may not refuse the receipt of delivery in the event of insignificant defects or deviations in quantity.


IV. Retention of Title

  1. Ownership to the subjects of delivery shall not pass to Customer until payment has been made in full. If the validity of this reservation of title is subject to certain conditions or special formal requirements in the country of destination, Customer shall ensure that they are fulfilled.

  2. Customer may neither pledge nor assign the subject of delivery as security prior to the passage of title. Customer must inform us without undue delay in the event of attachments and seizures or other dispositions by third parties.

  3. In the event of actions or omissions on the part of Customer that constitute a breach of contract, including, but not limited to, default of payment, we shall be entitled to repossession following a notice of default, and Customer shall be obliged to surrender possession. The enforcement of the retention of title and the pledge of the subject of delivery by us shall not be deemed to be a rescission of contract.

  4. An application for the initiation of insolvency or similar proceedings in the Customer´s home jurisdiction shall entitle us to rescind the contract and demand immediate return of the subject of delivery.


V. Delivery Dates

  1. All our particulars about the expected delivery time are based on estimates and non-binding. However, compliance with a delivery time or delivery period that has exceptionally been agreed to be binding requires that all commercial and technical issues between Customer and us have been resolved in due time and that Customer has performed all of his obligations under a contract. If this is not the case, the delivery time or period shall be extended accordingly.

  2. The delivery period has been honoured if notice of the readiness for shipment is given by the expiration of this period. If a formal acceptance or acceptance tests have been agreed in the contract with Customer , the acceptance date or alternatively, our notice of the readiness for the acceptance tests to be carried out, shall govern timeliness.

  3. If non-compliance is attributable to force majeure, including force majeure events in our delivery chain, delays in procuring government licenses or other events outside our scope of influence, the delivery period shall be reasonably extended. We shall inform Customer as soon as possible of the beginning and end of any such event. Force majeure events include, but are not limited to, strikes, labour disputes, embargos, epidemics, quarantine restrictions, natural disasters, unusually severe weather, floods, earthquakes, fire, explosions, power surges, war, civil unrest, acts or threats of terrorism and delays caused by Governmental acts or newly brought in regulations or legislation.

  4. If the shipment or acceptance of the subject of delivery is delayed on grounds for which Customer must bear responsibility, the costs incurred by the delay shall be charged to him.

  5. We reserve the right to dispose of the delivery item if Customer allows a reasonable time period set by us to lapse. At our discretion, we can provide the Customer with an extended timeframe.


VI. Delays in Delivery, Impossibility

  1. In the event of partial impossibility of effecting performance Customer may only rescind the contract if Customer can prove that partial performance is of no interest for Customer. If this is not the case, Customer must pay the prices according to the terms of contract attributable to the partial delivery. Otherwise, Section VIII shall apply. If there is a delay in acceptance for which we carry no responsibility and impossibility or incapacity to effect performance occurs during this delay in acceptance or through the fault of Customer, we shall retain our entitlement to consideration.

  2. If the responsibility for impossibility is not to be borne by either party, we shall have a claim to the portion of the remuneration attributable to the work performed by us.

  3.  In case of delays in delivery, Customer must grant us a reasonable grace period in which to action the contract. If the breach in contract has not been remedied within the grace period, Customer shall as his sole remedy be entitled to a price reduction as compensation for him not being able use the product in the contractually agreed manner. Only if the delay has resulted in the contract becoming irrelevant or useless to Customer, even with a price reduction, Customer shall have the right to rescind the contract or claim damages under Section VIII.


VII. Warranty Claims

  1. For defects of the delivery in materials and / or title, we shall make the following subsequent performance:

    Defects in Materials
    a. In our discretion we shall deliver a defect-free item or remedy by way of repair the defect proven to be defective as a result of a circumstance existing prior to the passing of risk pursuant to Section III of these General Terms. The Customer shall provide notice of the defects without undue delay and report the defect(s) in writing and with a description thereof. Upon further directions received by us, Customer shall then either allow us to access his premises to carry out the repair works or, where requested by us, return the defective product or part thereof to our site in Kilkenny or, upon our discretion, to the place of manufacture in Germany.   We reserve our right to dispose of and replace parts provided by Customer for repair within the scope of the replacement procedure.
    b. No claims for defects shall be incurred for the following reasons, which are not attributable to any fault on our part: Normal wear and tear, improper interference or repair work on the part of Customer or third parties, inappropriate or improper use, faulty operation, installation or start-up, faulty or careless handling, improper maintenance, use of unsuitable operating materials/substitute materials, defective construction work, unsuitable subsoil, hazardous ambience conditions of which we were unaware, chemical, electrochemical or electrical influences or changes to the subject of delivery made without our consent.
    c. Customer must provide us with reasonable time and opportunity for subsequent performance. If we are not provided with this opportunity, we shall not be liable for any consequences resulting from such failure. Customer shall only have the right to remedy the defect himself or through a third party and demand compensation from us for his necessary expenses in emergencies where plant safety is endangered or to avoid unreasonably greater damage, whereby we must be informed immediately.
    d. If the notice of defect is justified, we shall bear the direct costs of the subsequent performance. In the event of a replacement delivery, we shall bear the costs of the replacement part and its shipping costs. In the case of delivery/installation on sites outside of the Republic of Ireland, the total costs to be borne by us shall be limited to the value of the contract.
    e. In the event that Customer culpably contributes to the cause of the defects, including, but not limited to, his failure to comply with the duty to avoid or reduce damage, we shall have a damage compensation claim after the subsequent performance which corresponds to Customer's contribution to the cause of the defect.
    f. The Customer has the right to rescind the contract, unless a legal exception exists, if a reasonable grace period set by the Customer for us to fix a defect expires without action. If the defect is minor, Customer may only request a reasonable reduction in payment. Otherwise, the right to a price reduction is excluded.

    Defects in Title
    g. If the use of the subject of delivery results in the infringement of intellectual property rights or copyrights, we shall generally procure the right to continued use for Customer or alter the subject of delivery in such manner that an infringement of the intellectual property or copyright no longer exists. If this is not possible under commercially reasonable terms or within a reasonable period, the parties shall be entitled to rescind the contract. We shall indemnify Customer within these periods against undisputed or final and absolute claims of the owners of the intellectual property rights.
    h. The claim to defects in title according to Section VII(1)(g) is Customer’s exclusive remedy, subject, however, to Section VIII in the event of an infringement of property rights or copyright or in a case of unlimited liability under Section VIII. Such remedy under Section VII(1)(g) or Section VIII shall only be available if:
    - The Customer informs us without undue delay in writing with the designation and description of the alleged infringements of intellectual property rights or copyrights
    - The Customer reasonably supports us in the defence against asserted claims or enables us to carry out the modifications pursuant to Section VII(1)(g) hereof
    - We retain the right to undertake all defensive measures, including out-of-court arrangements;
    - The infringement of intellectual property or copyrights is not based on the instructions or specifications provided by Customer; and
    -The infringement of intellectual property or copyrights was not caused by the fact that Customer arbitrarily modified the subject of delivery or used it in a manner not conforming to the terms of contract

  2. All other claims for damages (including, but not limited to, compensation for damages to anything other than the delivered product itself) are governed exclusively by Section VIII.


VIII. Limitation of Liability

OUR LIABILITY WILL BE EXCLUDED IN CASE OF MINOR NEGLIGENT INFRINGEMENT OF NON-ESSENTIAL CONTRACTUAL OBLIGATIONS. IN ALL OTHER CASES, OUR LIABILITY FOR PROPERTY OR FINANCIAL DAMAGES - SUBJECT TO THE FOLLOWING TERMS - WILL BE LIMITED TO A MAXIMUM TOTAL AMOUNT OF ONE MILLION EUROS PER CONTRACT. THIS LIMITATION OF LIABILITY DOES NOT APPLY WHERE LIABILITY WAS A RESULT OF OUR (INCLUDING OUR PERSONNEL’S) WILLFULL MISCONDUCT, CULPABLE ACTIONS RESULTING IN DEATH OR PERSONAL INJURY, FRAUD OR  UNDER PRODUCT LIABILITY LAW FOR PERSONAL INJURY OR PROPERTY DAMAGE TO PRIVATELY USED OBJECTS.
EXCEPT FOR CASES OF UNLIMITED LIABILITY, IN NO EVENT SHALL WE HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING IN ANY WAY OUT OF THIS AGREEMENT UNDER ANY CAUSE OF ACTION, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE THEORY ON WHICH DAMAGES ARE SOUGHT INCLUDING, WITHOUT LIMITATION, CONTRACT, STATUTE OR TORT.


IX. Insurance Claims

To the extent we have direct claims as a joint policyholder against Customer's insurer with respect to the subject of delivery, Customer hereby gives his consent to the assertion of such claims.


X. Software

  1. Unless otherwise specified in the applicable license terms and / or these General Terms and Conditions, Customer shall receive a perpetual, single, non- exclusive right of use in respect of all software integrated or otherwise contained in our deliveries (“integrated software”). The grant of sublicenses is not permitted. All integrated software must solely be used in conjunction with the use of our products and not in a standalone fashion.

  2. In respect of any integrated third-party software, the general terms and conditions of such third-party software providers shall take priority over our General Terms. Should such terms and conditions not be available to Customer, we shall send them to Customer upon request. If and to the extent that the general terms and conditions in regards to integrated third-party software are invalid or unenforceable, our General Terms and Conditions shall apply.

  3. We are generally not obliged to provide the source code on which the software product is based.

  4. Customer must not reverse engineer, copy, rent, assign, license, lease, loan, sell or otherwise distribute the integrated software, the documentation or any derivative works based upon the integrated software or documentation in whole or in part unless in such a manner and to the extent this is permissible under law and / or applicable license terms. Customer may neither remove nor change any product information in regards to integrated software, including, but not limited to, notices of copyright, without our prior written consent.


XI. Prescriptive Periods

  1. The Customer is obligated to report any discovered defect to us immediately, but no later than 12 months after delivery.

  2. We do not accept any claims in regard to defects of used goods, provided that mandatory liability is not prescribed by law.

  3. For intentional or fraudulent acts and omissions and for claims under the Liability for Defective Products Act 1991, the statutory provisions shall apply.


XII. Export Control Clause

  1. The parties are obliged to comply with all applicable economic sanctions, export, re-export control regulations and import restrictions.

  2. If necessary for the performance of export control checks by the authorities, Customer shall provide us immediately upon request with all information about the final recipient, the final destination and the intended use of the products delivered by us.    

  3. No-Russia-Clause: Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any products supplied under or in connection with the contract that falls under the scope of Article 12g of Council Regulation (EU) No 833/2014.
    Customer shall undertake its best efforts to ensure that the purpose of paragraph (1) of this section is not frustrated by any third parties further down the commercial chain, including by possible resellers.

  4. Any violation of paragraphs (1) and (2) of this section shall constitute a material breach of an essential element of the contract, and we shall be entitled to seek appropriate remedies, including, but not limited to termination of the contract for cause.

  5. The Customer shall inform us immediately of any problems in the application of this section, including any relevant activities of third parties that could frustrate the purpose of paragraph (1) of this section.


XIII. Confidentiality

  1. All information, including but not limited to, the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets or software of a Party supplied to the other Party under this Contract (“Confidential Information”) (a) will be treated by the receiving Party as confidential, proprietary information of the disclosing Party and will not be used by the receiving Party for itself or others for any commercial or other purpose or disclosed or shown to others; and (b) will not be used by the receiving Party for any other purpose than the performance of the service work. The aforementioned confidentiality obligations will survive any termination or expiration of the contract with the Customer for a period of ten (10) years.

  2. The provisions of Section XIII (1) shall not or no longer apply to any Confidential Information that (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party in breach of this clause); (b) was available to the receiving Party on a non-confidential basis before disclosure by the other Party; (c) was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving Party; (d) the parties agree in writing is not confidential or may be disclosed; and (e) is developed by or for the receiving Party independently of the information disclosed by the other Party.


XIV. Intellectual Property, Rights of Use

All of our intellectual property in, and relating to our deliveries, including inventions, patents, trademarks, copyright, know-how, drawings, designs, trade secrets and other proprietary rights or forms of intellectual property, and any alterations, additions or amendments to the intellectual property shall remain our exclusive property. To the extent required for the contractual use of our deliveries, we grant to Customer a worldwide, perpetual, irrevocable, royalty-free, non-exclusive license. With regards to integrated software, Section X shall exclusively apply. Customer may neither remove nor change our product information, including, but not limited to, notices of copyright, without our prior written consent.        


XV. Data Protection

We shall only collect, process or use any personal data in compliance with the Irish Data Protection Legislation. This duty will remain in force in times when the contractual relationship between us and the Customer has ceased.


XVI. General Provisions                                                                                                                         

  1. All taxes, fees and levies in connection with the performance outside of the Republic of Ireland shall be borne by Customer and are to be reimbursed to us as the case may be.         

  2. We shall not reimburse any costs for the return transport of packaging.

  3. Customer shall procure at his own expense all of the licenses and/or import/export papers for using the products.

  4. If any term or provision of these General Terms should be found invalid or unenforceable as written, then such term or provision shall be given force and effect to the fullest extent that it is valid and enforceable, and the remainder of these General Terms shall be construed as if the invalid or unenforceable portion of such term or provision was not contained herein so as to make these General Terms valid and enforceable as originally contemplated by these General Terms to the greatest extent possible.

  5. The waiver by us or Customer of any breach of any provision of these Terms and Conditions shall not be construed as, or constitute, a continuing waiver, or a waiver of any other breach of any provision of these Terms and Conditions.


XVII. Applicable Law, Venue

  1. All disputes arising from the legal relationship between us and Customer shall be subject to the jurisdiction of the courts of Ireland. This shall apply to all disputes arising directly or indirectly from the legal relationship between us and Customer. We reserve the right to file an action at a court at Customer’s principal place of business.

  2. The laws of Ireland shall apply with the exception of the provisions governing the conflict of laws and the UN Convention for the International Sale of Goods (CISG)