Terms and Conditions

Geltungsbereich, Allgemeines

1.1 Soweit nicht anders ausdrücklich vereinbart, gelten die nachstehenden „Allgemeinen Geschäftsbedingungen“ im Geschäftsverkehr mit Unternehmern im Sinne des § 14 BGB.

1.2 Von diesen Geschäftsbedingungen kann abgewichen werden, wenn Sie schriftlich durch Auftragnehmer bestätigt werden.

Für einen vorliegenden Auftrag, sowie alle künftigen Aufträge, gelten ausschließlich unsere allgemeinen Geschäftsbedingungen. Diese gelten auch, wenn sie nicht nochmal vereinbart werden. Geschäftsbedingungen Dritter haben keine Geltung und dies auch ohne gesonderten Widerspruch. Diese Geschäftsbedingungen gelten auch, wenn

These General Terms and Conditions also apply if the Contractor, with knowledge of conflicting or deviating terms and conditions of the Client, carries out the delivery to the Client without reservation.

1.3 The General Terms and Conditions valid at the time of contract conclusion shall always apply, unless separate agreements are made again. The General Terms and Conditions also apply to all future deliveries, services, or offers to clients.

2. Offers, Conclusion of Contract

2.1 Offers are non-binding and subject to change as long as they do not specify a particular acceptance period or are not expressly marked as binding. A contract is concluded only upon the Contractor’s written order confirmation, subject to no further special agreement.

2.2 The agreed scope of services, in connection with an order confirmation, is binding. The Contractor may agree to subsequent changes. These only become effective with the Contractor’s written consent. Subsequent changes are only effective with a written confirmation from the Contractor.

2.3 All descriptions related to the contract (e.g., service description) do not automatically constitute a guarantee, unless otherwise stipulated. A guarantee is only assumed if it is recorded in writing by the Contractor.

2.4 Deviations (from illustrations, drawings, dimensions, or weight specifications) may occur. Exceptions apply if they are expressly designated as binding. Information provided constitutes descriptions of delivery and service, not guaranteed procurement measures.

2.5 All information, cost estimates, drawings, or files and data (tangible or intangible) issued by the Contractor may not be passed on to third parties and are protected by proprietary and copyright law.

2.6 The Contractor is entitled to perform or render outstanding deliveries or services only against advance payment or security if, after the conclusion of the contract, circumstances become known that are likely to significantly reduce the creditworthiness of the Client and thereby jeopardize the payment of the Contractor’s outstanding claims by the Client from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).

3. Confidentiality

The Client undertakes to maintain confidentiality regarding all business, operational, and technical matters of the Contractor that become known to them in connection with the delivery, even beyond the termination of the contractual relationship.

4. Prices, Payment Terms

4.1 Prices are in EURO ex works 40878 Ratingen (EXW according to Incoterms 2020) plus packaging, statutory value-added tax, and for export deliveries, plus customs duties and fees

and other public charges. A cash discount is only permissible with a special written agreement.

4.2 The Client shall bear the costs of payment. Invoices are to be paid without deduction in the agreed currency, unless otherwise agreed.

4.3 Payment arrears shall bear statutory default interest, irrespective of any fault on the part of the Client. In the event of default, the statutory rights to compensation and withdrawal from the contract remain reserved. After default occurs, EUR 5.00 per reminder will be charged, unless higher costs have been incurred or lower costs are proven by the Client.

4.4 The Contractor reserves the right to use payments to settle the oldest due invoice items, plus accrued interest and costs, in the following order: costs, interest, principal claim.

4.5 Unless otherwise agreed, payment for deliveries and services by the Contractor abroad shall be made by irrevocable and confirmed letter of credit from a major European bank, payable to the Contractor against presentation of documents to that bank. The Client shall bear the costs for payment by letter of credit.

4.7 For reconditioned parts, if the Contractor reconditions the parts, they must, in accordance with the Value Added Tax Act, subject 10 percent of the goods value as the old part value to VAT in addition to the exchange amount. The VAT can be charged to the Client.

4.8 Surcharge for small orders: For small orders under a net goods value of EUR 100.00, the Contractor is entitled to charge a processing fee of EUR 15.00 plus statutory value-added tax.

5. Delivery and Delivery Time

5.1 Deliveries are made ex works 40878 Ratingen (EXW according to Incoterms 2020).

5.2 The Contractor is entitled to make partial deliveries, provided this is reasonable for the Client. A partial delivery is reasonable for the Client if,

the partial delivery is usable for the Client within the contractual purpose,

the delivery of the remaining ordered goods is secured, and

the Client does not incur significant additional effort or costs as a result (unless the Contractor agrees to bear these costs).

5.3 Compliance with the deadline for deliveries and services requires that all commercial and technical questions between the Contractor and the Client have been clarified and that the Client has fulfilled all obligations incumbent upon them, such as providing documents to be procured by them, other provisions, approvals or releases, or making an advance payment. If this is not the case, the delivery time will be extended appropriately. This does not apply if the Contractor is responsible for the delay.

5.4 The delivery time is met if, by its expiry, the delivery item has left the factory or readiness for dispatch has been reported. If acceptance is required, the acceptance date is decisive – except in the case of justified refusal of acceptance – or, alternatively, the notification of readiness for acceptance.

5.5 If dispatch or acceptance of the delivery item is delayed for reasons for which the Client is responsible, the costs incurred due to the delay will be charged to them within one month after notification of readiness for dispatch or acceptance.

5.6 The deadline for deliveries and services shall be extended appropriately in cases of force majeure by the period of the hindrance, particularly in the event of natural disasters, machine damage and other operational disruptions, measures within the scope of industrial disputes, especially strikes and lockouts, as well as in the event of unforeseen obstacles and incorrect or untimely self-delivery, insofar as the Contractor is not responsible for this. If such events make delivery or performance significantly more difficult or impossible for the Contractor and the hindrance is not merely of a temporary nature, the

Contractor is entitled to withdraw from the contract. If, as a result of the delay, the Client cannot reasonably be expected to accept the delivery or service, they may withdraw from the contract by immediate written declaration to the Contractor.

5.7 For deliveries to countries within the European Union, the Client is obliged to provide the Contractor with their VAT identification number (VAT ID) at the latest when placing the order.

5.8 If the Contractor is in default with a delivery or service, or if a delivery or service becomes impossible for any reason whatsoever, the Contractor’s liability for damages is limited in accordance with Section 10.

6. Shipping, Packaging, Transfer of Risk

6.1 Unless otherwise agreed, the Contractor delivers ex works 40878 Ratingen (EXW according to Incoterms 2020), excluding packaging.

6.2 The risk of accidental loss or accidental deterioration passes to the Client at the latest upon handover of the delivery item (where the start of the loading process is decisive) to the forwarder, carrier, or other third party designated to carry out the shipment. This also applies if partial deliveries are made or the Contractor has undertaken other services (e.g., shipping or installation). If dispatch or handover is delayed due to a circumstance for which the Client is responsible, the risk passes to the Client from the day on which the delivery item is ready for dispatch and the Contractor has notified the Client of this.

6.3 If the Contractor carries out the assembly and/or commissioning of the delivery items within the scope of the delivery contract, the risk passes to the Client upon commissioning.

If commissioning does not take place within 14 days after written notification of the completion of assembly for reasons for which the Contractor is not responsible, the risk passes to the Client after this period. If assembly and/or commissioning are delayed for reasons for which the Client is responsible, the risk passes to the Client.

6.4 When software is provided via electronic communication media (e.g., via the Internet), the risk passes when the software leaves the Contractor’s sphere of influence.

7. Acceptance

7.1 If the Client is prevented from accepting due to circumstances as described in Section 5.6 of these General Terms and Conditions, the period for acceptance and the period for notification of defects according to Section 8.2 shall be extended appropriately.

7.2 If acceptance is to take place, the purchased item is deemed accepted if

 delivery and, if the Contractor also owes installation, the installation is complete,

 the Contractor has notified the Client of this, referring to the deemed acceptance under this Section 7.2, and has requested acceptance from them,

 two weeks have passed since delivery or installation, or the Client has begun using the purchased item (e.g., by commissioning) and in this case six working days have passed since delivery or installation, and

 the Client has failed to accept within this period for a reason other than a defect notified to the Contractor that makes the use of the purchased item impossible or significantly impairs it.

8. Notification of Defects, Warranty, Material Defects

8.1 The Client’s warranty claims expire 24 months after delivery of the delivery item, unless otherwise agreed in individual cases.

8.2 Unless otherwise agreed below or in an individual contract, the Client’s warranty rights presuppose that they have duly complied with their inspection and notification obligations under § 377 HGB (German Commercial Code).

8.3 The Client must carefully inspect the delivered items immediately after delivery to them or to the third party designated by them; in particular, to ascertain shortages and transport damage. In the event of transport damage, a damage report must be prepared to secure any claims for damages against the transport company (post, railway, forwarder, etc.). This damage report must be communicated to the Contractor without delay.

8.4 Externally recognizable damage must be reported to the Contractor for deliveries ex works Ratingen 40878 (EXW according to Incoterms 2020) before loading by the Client or their transport service provider, and for deliveries by the Contractor, upon delivery of the item to the Contractor’s transport service provider.

8.5 With regard to hidden defects, the delivery items are deemed approved by the Client if the notification of defects does not reach the Contractor without delay and at the latest within two weeks after the time the defect became apparent; if the defect was recognizable to the Client earlier with normal use, this earlier time is decisive for the start of the notification period.

8.6 Upon request of the Contractor, a complained-about delivery item must be returned to the Contractor carriage paid. In the event of a justified complaint, the Contractor will reimburse the costs of the cheapest shipping method; this does not apply if the costs increase because the delivery item is located at a place other than the place of intended use according to the order.

8.7 In the event of material defects in the delivered items, the Contractor is initially obliged and entitled, at their discretion, to be exercised within a reasonable period, to repair or replace the item. In the event of failure, i.e., impossibility, unreasonableness, refusal, or unreasonable delay of repair or replacement, the Client may withdraw from the contract or reasonably reduce the purchase price.

8.8 A defect does not exist if the item is suitable for ordinary use and has a quality that is customary for items of the same type and that could be expected by the Client. The usability of single-use products is limited to

the first use. Furthermore, there is no material defect in the case of faulty assembly instructions if the assembly has been carried out correctly. If the Contractor delivers a slightly different quantity of items (up to 5% deviation) than agreed in the contract, this does not constitute a material defect. A material defect also does not exist in the case of unsuitable or improper use, incorrect storage, faulty assembly or commissioning by the Client or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, use of unsuitable operating materials, defective construction work, as well as chemical, electrochemical, or electrical influences for which the Contractor is not responsible.

8.9 If a defect is due to the fault of the Contractor, the Client may claim damages under the conditions and limitations specified in Section 10.

8.10 In the case of defects in components from other manufacturers that the Contractor cannot remedy for licensing or factual reasons, the Contractor will, at its discretion, assert its warranty claims against the manufacturers and suppliers on behalf of the Client or assign them to the Client. Warranty claims against the Contractor exist for such defects under the other conditions and in accordance with these General Terms and Conditions only if the judicial enforcement of the aforementioned claims against the manufacturer and supplier has been unsuccessful or is hopeless, for example due to insolvency. During the duration of the dispute, the statute of limitations for the Client’s relevant warranty claims against the Contractor is suspended.

8.11 Replaced parts become the property of the Contractor. The Contractor hereby agrees to the (re-)transfer of ownership.

8.12 The warranty is void if the Client changes the delivery item or has it changed by third parties without the Contractor’s consent, and the rectification of defects is thereby made impossible or unreasonably difficult. In any case, the Client shall bear the additional costs of defect rectification resulting from the change. If the Client or a third party improperly remedies a defect, the Contractor shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without the Contractor’s prior consent or to an extension of software by the Client or a third party

beyond the interface provided by the Contractor. Only in urgent cases of danger to safety or to avert disproportionately large damages, whereby the Contractor must be notified immediately, does the Client have the right to remedy the defect themselves or have it remedied by third parties and to demand reimbursement of the necessary expenses from the Contractor.

8.13 A delivery of used items agreed upon with the Client in an individual case is made under the exclusion of any warranty for material defects.

8.14 Software: Before concluding the contract, the Client has checked that the specifications of any supplied software meet their wishes and needs. They are aware of the essential functional features and conditions of the software. Product descriptions, representations, test programs, etc., are performance descriptions, but not guarantees (cf. Sections 2.4, 2.5). A functional impairment of the program resulting from hardware defects, environmental conditions, or incorrect operation is not a defect. An insignificant reduction in quality remains disregarded. Furthermore, a defect does not exist for non-reproducible software errors or for errors that do not occur in the software version last provided by the Contractor to the customer, provided that the use of the last provided software version is reasonable for the customer.

9. Inspection Goods, Test Goods, Bridging Goods

9.1 Goods supplied by the Contractor for inspection, testing, or bridging purposes remain the property of the Contractor and may not be sold to third parties without the Contractor’s written consent. The Client of the respective goods is liable for losses and damages, insofar as they are responsible for them or insofar as such damages are insurable.

9.2 The Client undertakes to handle the goods provided on loan for inspection (“inspection goods”) with care. Within the period specified in the order confirmation and/or on the delivery note, the Client has the right to return the inspection goods to the Contractor, provided they are unused, have not been reprocessed (cleaning, disinfection, sterilization), and are in their undamaged and unmarked original packaging. If the return is not made at their own expense

and risk immediately after the expiry of the stated period, or if the inspection goods do not correspond to the condition described above, the purchase contract for the inspection goods shall be deemed concluded. In this case, the Client will receive a separate invoice for this.

9.3 The Client undertakes to handle the goods provided on loan for testing (“test goods”) properly and carefully in accordance with manufacturer specifications and bears the costs for consumables beyond the basic equipment. Within the period specified in the order confirmation and/or on the delivery note, the Client has the right to return the test goods to the Contractor, provided they are undamaged, reprocessed according to manufacturer specifications (i.e., cleaned, disinfected, and, if necessary, sterilized), and properly packaged. If the return is not made at their own expense and risk immediately after the expiry of the stated period, or if the test goods do not correspond to the condition described above – especially due to excessive use – the purchase contract for the test goods shall be deemed concluded. In this case, the Client will receive a separate invoice for this.

9.4 The Client undertakes to handle the goods provided on loan to bridge the repair time (“bridging goods”) carefully and use them as intended in accordance with manufacturer specifications. Usage fees will be charged if the Contractor does not receive a repair order from the Client or if the Contractor receives the bridging goods back damaged or incomplete. If the return is not made at their own expense and risk immediately after the expiry of the period specified in the order confirmation and/or on the delivery note, the purchase contract for the bridging goods shall be deemed concluded. In this case, the Client will receive a separate invoice for this.

10. Liability for Damages due to Fault

10.1 The Contractor’s liability for damages – regardless of the legal reason – in particular from impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations, and tort, is limited in accordance with the following Sections 10.1 to 10.6, insofar as fault is relevant in each case.

10.2 The Contractor is not liable in the case of simple negligence of its organs, legal representatives, employees, or other vicarious agents, unless it concerns a breach of essential contractual obligations, i.e., obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contracting party has regularly relied and was entitled to rely, and whose culpable non-fulfillment jeopardizes the achievement of the contract’s purpose.

10.3 Insofar as the Contractor is liable for damages on the merits according to Section 10.2, this liability is limited to the foreseeable, typically occurring damage at the time of contract conclusion. Indirect damages and consequential damages resulting from defects of the delivery item are also only compensable if such damages are typically to be expected with the intended use of the delivery item.

10.4 The foregoing exclusions and limitations of liability apply to the same extent in favor of the Contractor’s organs, legal representatives, employees, and other vicarious agents.

10.5 The limitations of this Section 10 do not apply to the Contractor’s liability for intentional conduct, gross negligence, for defects whose absence the Contractor

has warranted or guaranteed, or which the Contractor has fraudulently concealed, for injury to life, body, or health, or under the Product Liability Act.

10.6

To prevent or limit damages, the Client must take all necessary and reasonable measures. In particular,

the Client must ensure regular backup of programs and data.

11. Set-off, Right of Retention

The Client is entitled to withhold payments or set off counterclaims only insofar as their counterclaims are undisputed or have been legally established. Other rights of retention can only be asserted insofar as they are based on the same contractual relationship. Rights of retention due to defects may only be asserted under the aforementioned conditions in a reasonable proportion to the defects that have occurred.

12. Industrial Property Rights and Copyrights, Defects in Title

12.1 Unless otherwise agreed, the Contractor is obliged to provide the delivery free from industrial property rights and copyrights of third parties (“Property Rights”). If a third party asserts justified claims against the Client due to the infringement of Property Rights by deliveries provided by the Contractor and used in accordance with the contract, the Contractor shall be liable to the Client within the period specified in Section 8.1 of these General Terms and Conditions according to the following provisions.

12.2 The Contractor will, at its option and expense, either obtain a right of use for the relevant services, modify them so that the Property Right is not infringed, or replace them, while still fulfilling the contractually agreed functions. If this is not possible for the Contractor under reasonable conditions, the Client is entitled to withdraw from the contract or to reasonably reduce the purchase price. Any claims for damages are subject to the limitations of Sections 10 to 10.6 of these General Terms and Conditions. The foregoing obligations exist only if the Client immediately notifies the Contractor in writing of the claims asserted by the third party, does not acknowledge an infringement to the third party, and all defense measures and settlement negotiations remain reserved to the Contractor. If the Client ceases to use the service, they are obliged to inform the third party that the cessation of use does not constitute an acknowledgment of a Property Right infringement.

12.3 Claims of the Client are excluded insofar as the infringement of Property Rights is caused by specifications of the Client, by an application unforeseeable by the Contractor, by a modification by the Client, or by using the service together with products not supplied by the Contractor.

12.4 In all other respects, Sections 8 to 8.14 of these General Terms and Conditions apply mutatis mutandis to defects in title. The Client’s claims for damages are governed by the limitations of Sections 10 to 10.6 of these General Terms and Conditions.

13. Retention of Title

13.1 The Contractor retains title to the delivered goods (hereinafter: “Reserved Goods”) until all liabilities of the Client arising from the business relationship, including ancillary claims, claims for damages, and encashment of checks and bills of exchange, have been paid. (If individual claims are included in a current account, the reservation remains and refers to the recognized balance.)

13.2 The Client is obliged to carefully store the Reserved Goods for the Contractor, maintain them at their own expense and – subject to a warranty of the Contractor for material defects according to Section 8 of these GTC – repair them, and adequately insure them at their own expense against theft, breakage, fire, water, and other damages up to their new value, to the extent required of a diligent merchant, and to prove this upon request. They hereby assign their claims from the insurance contracts to the Contractor in advance.

13.3 In the event of breach of contract by the Client, in particular default in payment, the Contractor is entitled to take back the delivered item without setting a grace period. The taking back of the item by the Contractor constitutes a withdrawal from the contract. If the Contractor withdraws from the contract, the Contractor may demand reasonable compensation for the period of use of the Reserved Goods, corresponding to the usual value of the use, taking into account any depreciation that has occurred in the meantime. The Client hereby grants the Contractor access to their business and operating premises, insofar as this is necessary for the collection of the delivery items.

necessary. Further statutory claims arising from the withdrawal remain unaffected.

13.4 The Contractor is free to pledge the delivery item. This does not constitute a waiver of the retention of title. In the event of refusal to pledge, the Client loses their right to contract fulfillment.

13.5 In the event of seizures or other interventions by third parties on the Reserved Goods or, in the case of extended retention of title, assigned claims, the Client must immediately notify the Contractor in writing so that the Contractor can file a lawsuit in accordance with § 771 ZPO (German Code of Civil Procedure). The costs incurred by the intervention, in particular the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, are to be reimbursed by the Client to the Contractor in the event of uncollectibility.

13.6 The Client, unless they are a reseller within the meaning of Section 13.7, may neither sell, encumber, nor otherwise dispose of the item until full payment.

13.7 The following also applies to resales:

a) The Client is entitled to sell the Reserved Goods in the ordinary course of business. However, this does not apply if and insofar as an assignment prohibition regarding the purchase price claim has been agreed between the Client and their customers. The Client is not entitled to pledge, assign for security, or otherwise encumber the goods. In the event of resale, the Client must make the transfer of ownership dependent on the full payment of the goods by their customers.

b) The Client hereby assigns to the Contractor the claims arising from a resale of the Reserved Goods to secure all claims arising for the Contractor against the Client from the business relationship. Claims from a resale include all ancillary and security rights, including bills of exchange and checks. If Reserved Goods are sold together with other items for a total price, the assignment is limited to the proportionate amount of the invoice from the Contractor for the co-sold Reserved Goods. The same applies in the case of processed or mixed goods,

corresponding to the ratio of the invoice value of our goods to the invoice value of the other processed or mixed goods.

c) The Client is entitled to collect the claims from a resale themselves. The Contractor’s authority to collect the claim themselves remains unaffected. However, the Contractor undertakes not to collect the claim as long as the Client fulfills their payment obligations from the collected proceeds, does not fall into arrears, and in particular, no application for the opening of insolvency proceedings has been filed. If the Client’s collection authorization has expired, they must, upon the Contractor’s request, disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents, and notify the debtors of the assignment.

13.8 The Contractor undertakes, upon the Client’s request, to release the securities to which they are entitled, at their discretion, to the extent that their value exceeds the claims to be secured, not merely temporarily, by more than 50%.

13.9 Through processing, the Client does not acquire ownership of the wholly or partially manufactured items; the processing is carried out free of charge exclusively for the Contractor as the manufacturer within the meaning of § 950 BGB (German Civil Code). Should the retention of title nevertheless expire due to any circumstances, the Client and the Contractor hereby agree that ownership of the items passes to the Contractor upon processing, the Contractor accepts the transfer of ownership, and the Client remains the gratuitous custodian of the items.

13.10 If the Reserved Goods are processed or inseparably mixed with goods still owned by third parties, the Contractor acquires co-ownership of the new items or the mixed stock. The extent of co-ownership results from the ratio of the invoice value of the delivered Reserved Goods to the invoice value of the other goods. In all other respects, Sections 13.1 to 13.8 apply to the cases of Sections 13.9 and 13.10.

14. Safety Regulations

The Client is responsible for complying with national laws, ordinances, and safety regulations, installation, operation, maintenance, and repair of the delivery items, in particular

the medical device regulations, and is obliged to fulfill them. The Client is obliged to indemnify the Contractor from all claims arising from the Client’s non-compliance with such regulations.

15. Applicable Law, Place of Jurisdiction, Severability Clause, Language

15.1 German law applies to the contractual relationships with the Client. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

15.2 The place of jurisdiction for all possible disputes arising from the business relationship between the Contractor and the Client is, at the Contractor’s option, the competent court at the Contractor’s registered office or the Client’s registered office. However, for lawsuits against the Contractor in these cases, the Contractor’s registered office is the exclusive place of jurisdiction.

15.3 It is declared as a precaution that the authoritative text is only that which is drafted in German.