Medtec Medizintechnik GmbH Impressum

General Terms and Conditions

General Terms and Conditions of Sale and Delivery

I. General provisions

1. These General Terms and Conditions of Sale and Delivery (hereinafter referred to as “Terms and Conditions of Delivery”) apply to all offers, deliveries and services of MedTec Medizintechnik GmbH. They become an integral part of all contracts that we conclude with our customers unless other general terms and conditions used by us apply to a specific subject matter of the contract.

2. Our Terms and Conditions of Delivery apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and insofar as we have expressly agreed to their applicability. This requirement of consent shall also apply if we carry out the delivery to the customer without reservation in knowledge of the customer’s general terms and conditions.

3. In the event of doubt, the Incoterms® in the version valid on the day the contract is concluded shall be decisive for the interpretation of trade clauses. The Incoterms^® 2020 currently apply.

4. Our Terms and Conditions of Delivery apply exclusively to business customers within the meaning of § 14 German Civil Code (Bürgerliches Gesetzbuch, hereinafter referred to as “BGB”). A business customer is any natural person or corporate entity or a partnership having legal capacity which, when concluding a legal transaction, acts in exercise of their trade, business or profession.

II. Offers, conclusion of contract

1. Our offers are subject to change and non-binding unless they are expressly submitted as firm, binding offers.

2. Unless otherwise agreed in writing, a contract shall only be concluded upon our order confirmation in writing to the customer. Our order confirmation is decisive for the content of the contract. Verbal subsidiary agreements, amendments, supplements and subsidiary agreements, in particular binding undertakings and other information regarding delivery time, quality and quantity of goods, shall only become binding upon our confirmation in writing.

3. We reserve the right of retention of title or copyright to all offers and cost estimates submitted by us as well as drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and auxiliary tools made available to the customer. The customer must not make these items accessible to third parties, disclose them, use them himself or through third parties or reproduce them without our explicit consent. At our request, the customer must return these items to us in full and destroy all copies made if they are no longer required by him in the ordinary course of business or if negotiations do not result in the conclusion of a contract.

III. Prices

1. The agreed price for the delivery of therapy devices includes shipping and the installation and initial operation of the therapy device at the delivery location specified by the customer. Unless otherwise agreed, our prices do not include the costs for the delivery of the object of purchase and the shipping costs are invoiced.

2. Bindingly offered prices only apply to the purchase made on the basis of the respective offer. If the purchase of therapy cards is offered in connection with the purchase of a therapy device, these prices shall only apply if the purchase of therapy cards is concluded with the purchase of the therapy device or in direct temporal connection with it, whereby no more than two (2) months may lie between the purchase of the therapy device and the therapy cards. We also reserve the right to adjust our prices at any time.

3. The prices quoted by us are gross prices but do exclusively include the applicable VAT. Other taxes, customs duties or other charges payable under the applicable laws shall be borne by the customer.

4. Payments by the customer must be made within fourteen (14) days of delivery and receipt of invoice, unless otherwise agreed, and, unless otherwise agreed, must be made in Euros. Our statutory rights to demand advance payment or the provision of security shall remain unaffected by this.

5. The date of payment shall be determined by the date on which the amount is credited to our bank account. In the event of default in payment of the purchase price, the customer shall pay interest on the purchase price. The default interest rate for the year is nine percent points (9 %) above the base interest rate.

IV. Delivery, partial delivery, impediments to performance, default of acceptance

1. Unless otherwise agreed, the object of purchase shall be shipped to the location specified by the customer and we shall be entitled to determine the type of shipment (in particular the shipping company, shipping route, packaging) ourselves.

2. We are entitled to make partial deliveries unless this is unreasonable for the customer. Partial deliveries are generally reasonable if they include self-contained, independently usable parts and do not result in significant additional costs for the customer.

3. Our delivery obligations are subject to complete and timely delivery to us and, in the event of import transactions, additionally subject to the granting of the import license and the receipt of other documents required for import and export.

4. We shall not be liable for the impossibility of performance or for delays if these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, strikes, lawful lockouts, shortages of labour, energy or raw materials, including fuel shortages, mobilisation, war, blockades, export and import bans, fire, traffic blocks) for which we are not responsible. If the events mentioned in the first sentence lead to a considerably more difficult delivery or if the delivery is impossible for us and the impediment is not only of a temporary nature, we are entitled to rescind or terminate the contract. In the event of impediments of a temporary duration, the delivery periods shall be extended or the delivery dates shall be postponed by the period of the impediment plus a reasonable starting period. If the customer cannot reasonably be expected to fulfil the contract as a result of the delay, he may rescind the contract by written declaration to us.

5. If the customer is in default of acceptance, we shall be entitled to compensation for the resulting damage, including the reimbursement of additional expenses (e.g. costs of storage/warehousing). For the reimbursement of additional expenses, we shall charge a flat rate of half a percent (0.5 %) of the invoice amount for each full week that has elapsed since the beginning of the default of acceptance, up to a maximum of five percent (5 %) of the invoice amount. We reserve the right to prove higher damages. We further reserve all other rights, in particular the right to rescind from the contract. The amount of the inclusive sum invoiced shall be offset against any further monetary claims. The customer is entitled to prove that we have accrued less damage than the estimated inclusive sum.

V. Devolution of risk, place of fulfilment

1. The place of fulfilment for all obligations arising from the contractual relationship is Wetzlar, unless otherwise specified. If we owe the installation of the object of purchase, the place of fulfilment with regard to the handover of the object of purchase shall be the place where the installation takes place.

2. The risk shall pass to the customer at the latest when the delivered goods are handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. If we owe the installation of the object of purchase, the risk shall pass to the customer after completion of the installation and the handover of the operational object of purchase.

3. If provision, delivery or handover of the object of purchase is delayed due to a circumstance caused by the customer, the risk shall pass to the customer from the day on which the customer is in default of acceptance.

VI. Retention of title, insurance, performance bond

1. The delivered goods (goods subject to retention of title) shall remain our property until all claims arising from this contract have been paid in full. Prior to this, pledging, transfer by way of security and resale are prohibited. Any costs of intervention shall be borne by the customer.

2. The customer must treat the goods that are subject to retention of title with care. The customer must insure the therapy devices which are subject to retention of title against damages by fire, water and theft at replacement value at his own expense.

3. In the event of pledging of the goods subject to retention of title by third parties or other interventions by third parties, the customer must refer to our ownership and must inform us in writing without delay so that we can enforce our ownership rights. If the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for such costs.

4. If the buyer intends to transfer goods that are subject to retention of title to a place outside Germany or if our delivery is made to such a place, the buyer is obliged to fulfil without delay any legal requirements for the generation and maintenance of our retention of title at his own expense and to inform us without delay.

5. In the event of delivery or shipment abroad, we shall be entitled to demand that the customer provides an unlimited, directly enforceable performance bond which is subject to German law, from a credit institution licensed in the EU for the purpose of securing payment claims.

VII. Warranty

1. The statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title, unless otherwise specified below. In any case, the statutory provisions of §§ 478, 445a, 445b BGB remain unaffected.

2. It is the customer’s responsibility to inspect the delivered goods immediately and to notify us in writing of any defects without delay, but no later than ten (10) working days after delivery or, in the event of hidden defects, within ten (10) working days of becoming aware of the defects or the time at which knowledge of the defects should have been obtained by reasonable inspection. If the customer does not notify us in writing without undue delay, the delivered goods shall be deemed to have been approved regarding these defects.

3. We have the right to remedy the defect of the delivered goods at our own discretion or to deliver defect-free goods. If the rectification fails (§ 440 BGB), the customer may, at his discretion, reduce the purchase price or rescind the contract. In the event of insignificant defects, the customer’s right to rescind the contract is excluded.

4. We are entitled to make rectification dependent on the customer rendering the due payment in full. However, the customer shall be entitled to retain a part of the payment in an amount reasonably proportionate to the defect.

5. The customer shall grant us reasonable time to remedy the defect and shall in particular hand over or allow us access to the rejected goods for inspection purposes. In the event of a replacement delivery, the customer shall return the defective goods to us in accordance with the statutory provisions, provided we do not waive this right.

6. Our obligation to remedy defects includes neither the disassembly of the defective goods nor the reinstallation if we were not initially obliged to install it.

7. The warranty shall not apply if the customer modifies the delivered goods or has them modified by a third party without our consent and if this modification renders the rectification impossible or unreasonably difficult. In any case, the customer shall bear the additional costs of defect rectification resulting from the modification.

8. In deviation from § 438 Para. 1 No. 3 BGB, the general limitation period for warranty claims is one (1) year from the date of delivery. If we owe the installation and initial operation of the object of purchase, the limitation period begins with the handover of the operational object of purchase. The sections above do not apply to claims for damages arising from intentional or grossly negligent breaches of duty and the cases mentioned in Section IX.2. Claims in supplier regress in the event of final delivery to a consumer (§ 478 BGB) shall also always expire by limitation in accordance with the statutory provisions.

9. Claims of the customer for damages or reimbursement of futile expenses shall only be valid in the event of defects in accordance with the conditions stated in Section IX. and are otherwise excluded. The validity of Section VII.8 shall remain unaffected by this, so that claims for damages due to defects shall also expire by limitation within one (1) year under the aforementioned conditions.

VIII. Exclusion of warranty for used objects

The sale of used objects, including used therapy devices, is subject to the exclusion of warranty for material defects and defects of title, unless we have expressly provided a guarantee of quality. The exclusion of liability for defects does not apply to claims for damages based on an intentional or grossly negligent breach of our obligations by us or our vicarious agents or to claims arising from injury to life, limb or health. We expressly point out that we are not obliged to inspect used objects for absence of defects before sale.

IX. Limitation of liability, exclusion of liability

1. We shall only be liable for damages – irrespective of the legal grounds – in the event of intent or gross negligence. However, we shall also be liable for ordinary negligence in the event of damages arising from the breach of a fundamental contractual obligation (i.e. an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely), whereby in this case, our liability shall be limited to typical foreseeable occurring damage.

2. The limitations of liability in accordance with Section IX.1 of these Terms and Conditions of Delivery shall not apply

a. to cases of injury to life, limb or health,

b. if and insofar as we have fraudulently concealed a defect,

c. if and insofar as we have provided a guarantee as to the quality of the goods or

d. for claims of the customer under the Product Liability Act.

X. Therapy devices, software chip cards

1. The software, which is a component of the therapy devices (“firmware”) and the software chip cards, is subject to copyright protection. We permit use of the software exclusively in accordance with the provisions of these Terms and Conditions of Delivery and within the framework of the applicable statutory provisions.

2. The firmware may only be used for the operation of the respective therapy device. Software chip cards may only be used in connection with the therapy devices intended for this purpose.

3. Within the scope of Section X.2. above, we grant the customer a non-exclusive right to use the respective software. The customer is not granted any further rights and, in particular, is not entitled to edit, decompile or otherwise use the software outside of its intended use.

XI. Further obligations of the customer when purchasing medical devices, indemnity

1. Insofar as the customer purchases therapy devices and software chip cards from us, these are medical devices or accessories of a medical device within the meaning of Art. 2 No. 1 and 2 of the European Regulation (EU) 2017/745 (hereinafter “MDR”), of which we are the manufacturer.

2. As a manufacturer of medical devices and accessories for medical devices, we are subject to various obligations, in particular verification and monitoring obligations. For the duration of the operation or use of the medical device or medical device accessories purchased from us, the customer is therefore obliged to provide us with all information that we request from him for this purpose. The customer shall also inform us without delay of all incidents within the meaning of Art. 2 No. 64 and 65 MDR, insofar as these are in connection with the operation or use of the devices purchased from us. The customer shall inform us without delay of any recalls, safety measures or other measures ordered by the authorities with regard to the devices purchased from us upon gaining knowledge of them.

3. The customer shall be responsible for compliance with the national laws, ordinances and safety regulations that he is subject to in connection with the operation and use of the devices purchased from us, in particular with regard to the installation, operation, maintenance and repair of the delivered objects.

4. The customer is obliged to indemnify us against all claims asserted against us due to non-compliance with the above provisions by the customer.

XII. Resale of therapy devices, right of first refusal

1. In the event of the sale of a therapy device manufactured by us, we are entitled to the right of first refusal. The customer shall inform us without delay in writing of the content of the contract concluded with the purchaser. The right of first refusal can only be exercised until the expiry of two (2) weeks after receipt of the notification and only by written declaration to the customer. Unless otherwise agreed, §§ 463 to 467 BGB shall apply.

2. If the customer resells therapy devices manufactured by us to third parties, he shall inform us without delay of the name and address of the purchaser with regard to our statutory obligations of proof and monitoring and impose a corresponding obligation on the purchaser in the event of further sales and oblige the purchaser to cooperate with us in accordance with Section XI.2. If the resale would result in us no longer being able to fulfil our statutory obligations, the resale must not take place.

3. The customer is obliged to indemnify us against all claims asserted against us due to non-compliance with the above provisions by the customer.

XIII. Other matters, choice of law, place of jurisdiction

1. The law of the Federal Republic of Germany shall apply to all legal relationships between us and the customer in connection with this contractual relationship. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

2. The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Frankfurt am Main, Germany. We are also entitled to take legal action at any other legally permissible place of jurisdiction.

Effective November 2023

General Rental Terms and Conditions

I. General provisions

1. These General Rental Terms and Conditions (hereinafter referred to as “Rental Terms and Conditions”) apply to the rental of used therapy devices to our customers.

2. Our Rental Terms and Conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and insofar as we have expressly agreed to their applicability.

3. Our Rental Terms and Conditions apply exclusively to business customers within the meaning of § 14 of the German Civil Code (Bürgerliches Gesetzbuch, hereinafter referred to as “BGB”). A business customer is any natural person or corporate entity or a partnership having legal capacity which, when concluding a legal transaction, acts in exercise of their trade, business or profession.

II. Transfer for use

1. The rental object shall be delivered by us to the location specified by the customer, installed by us and put into operation, unless the rental object is already installed at the customer’s premises.

2. Rental objects which, in our opinion, do not require installation at the location specified by the customer will be shipped to the location specified by the customer.

III. Intended use, operating conditions

1. The customer is obliged to operate the rental object with care and to protect it carefully against damage or loss. The customer shall use the rental object in accordance with the instructions for use and the statutory regulations. The customer shall ensure that the rental object is only operated by qualified and adequately trained personnel.

2. The rental object may only be operated with our software chip cards or software chip cards that are authorised by us in writing.

3. The customer is obliged to inform us without delay if the rental object is damaged, pledged by third parties or other rights to the rental object are asserted. The customer shall notify the third party without delay that the rental object is our property.

4. Subleasing or other transfer of use of the rental object is only permitted with our written consent.

5. The rental object may only be removed from the agreed location with our written consent. We have the right to inspect the rental object during normal business hours and to examine its usage and condition.

6. At our request, the customer shall mark our ownership of the rental object by means of suitable measures.

IV. Maintenance, repair

1. The customer is entitled to the implementation of the necessary measures for the maintenance and repair of the rental object. This does not apply if a defect of the rental object is attributable to

a. malfunctions that result from external circumstances affecting the rental object, e.g. elemental damage, improper handling, damages caused with or without the fault of persons,

b. operation of the rental object that is not compliant with the instructions for use,

c. non-compliance with the maintenance and inspection intervals,

d. repairs of the rental object that have been carried out by the customer himself or by unauthorised third parties or

e. the case that the customer has opened the rental object himself or has it opened by unauthorised third parties or,

f. other causes for which the customer is responsible.

2. If the rental object is defective, we may, at our own discretion, repair the rental object or provide the customer with an equivalent rental object.

3. If repair and maintenance of the rental object is not economically reasonable for us, we are entitled to terminate the rental agreement.

4. The annual Safety-related Technical Inspection (STK) is part of the maintenance measures according to Section IV.1.

V. Rent, terms of payment

1. The rent stated in the rental contract is to be understood as gross rent including the respective VAT. Other taxes, customs duties or other charges payable under the applicable laws shall be borne by the customer.

2. The customer must pay the rent monthly in advance. The rent is due on the first day of each calendar month and, unless otherwise agreed, must be made in Euros. Unless otherwise agreed, the customer is obliged to authorise us to collect the payment by direct debit.

3. If the start of the rental period does not fall on the beginning of a month, the first rent is due for payment pro rata temporis on the last day of the first calendar month.

4. The date of payment shall be determined by the date on which the amount is credited to our bank account. In the event of default, the customer shall pay interest on the rental price. The default interest rate for the year is nine percent points (9 %) above the base interest rate.

VI. Term, termination

1. The term of the rental relationship is determined in the rental contract.

2. The right to an extraordinary termination without notice with good cause remains unaffected. We are entitled to terminate the rental contract without notice with good cause in particular if

a. the customer is in default of payment of the rent or a not insignificant part of the rent for two (2) payment periods or if the customer is in default of payment of the rent in a sum equal to the rent for two (2) months within a period extending for more than two (2) payment periods,

b. the customer breaches fundamental obligations of this contract,

c. a significant deterioration in the customer’s financial situation has occurred, which results in the inability to pay the liabilities arising from this rental contract or other creditors have taken enforcement measures against the customer,

d. the customer suspends payments in general or insolvency proceedings are applied for against his assets or

e. a measure owed for repair or maintenance of the rental object is economically unreasonable for us within the meaning of Section IV.3.

3. After termination without notice, we are entitled to take immediate possession of the rental objects at the customer’s expense and to demand compensation for non-fulfilment in addition to the outstanding rental installments. The assertion of further damages in accordance with the statutory provisions remains unaffected.

4. The declaration of termination must be made in writing.

5. The heir’s right to terminate the lease in accordance with § 580 BGB is excluded.

VII. Customer’s return obligation

1. After termination of the rental contract – irrespective of the reason –, the customer must make the rental objects in question available for collection by us at his own risk at the place of operation of the rental object.

2. If the customer does not make the rental object available for collection by us at the place of operation upon termination of the rental contract – irrespective of the reason – without us having made other arrangements with the customer, the customer shall pay a user fee in the amount of the agreed monthly rent for each commenced month of continued use. This does not exclude the assertion of further damages by us.

VIII. Insurance

1. The customer shall take out electronics insurance for the rental object at his own expense at current value, covering the risks of burglary, water, fire, lightning strike and short circuit. If the customer does not appoint us as beneficiary, he hereby assigns any claims arising from the insurance to us as security for claims in the event of damage.

2. For damages incurred to third parties from the operation and use of the rental object, the customer shall take out sufficient liability insurance for the term of the rental contract at least in the amount of the current value or supplement his existing insurance accordingly to cover the risk arising from the rental object as well as accident, personal injury or property damage. At our request, the customer must provide written proof of such insurance. If the customer does not appoint us as beneficiary, he hereby assigns any claims arising from the insurance to us as security for claims in the event of damage.

3. We will inform the customer of the current value of the rental object upon request. To calculate the current value, we assume a lifespan of ten (10) years for the rental object. The current value of the rental object is therefore reduced by ten percent (10 %) each year.

4. Upon request, the customer must provide us with written proof that the respective insurance has been taken out.

IX. Liability

1. Our strict liability for damages for defects existing at the time of the conclusion of the contract (§ 536a BGB) is excluded.

2. We shall only be liable for damages – irrespective of the legal grounds – in the event of intent or gross negligence. However, we shall also be liable for ordinary negligence in the event of damages arising from the breach of a fundamental contractual obligation (i.e. an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely), whereby in this case, our liability shall be limited to typical foreseeable occurring damage.

3. The limitations of liability in accordance with Section IX.1 of these Rental Terms and Conditions shall not apply

a. to cases of injury to life, limb or health,

b. if and insofar as we have fraudulently concealed a defect,

c. if and insofar as we have provided a guarantee as to the quality of the goods or

d. for claims of the customer under the Product Liability Act.

X. Further obligations of the customer when renting medical devices, indemnity

1. The therapy devices are medical devices within the meaning of Art. 2 No. 1 and 2 of the European Regulation (EU) 2017/745 (hereinafter referred to as “MDR”), of which we are the manufacturer.

2. As a manufacturer of medical devices and accessories for medical devices, we are subject to various obligations, in particular verification and monitoring obligations. For the duration of the rental contract for the respective medical device, the customer is therefore obliged to provide us with all information that we request from him for this purpose. The customer shall also inform us without delay of all incidents within the meaning of Art. 2 No. 64 and 65 MDR, insofar as these are in connection with the operation or use of the devices rented from us. The customer shall inform us without delay of any recalls, safety measures or other measures ordered by the authorities with regard to the devices rented from us upon gaining knowledge of them.

3. The customer shall be responsible for compliance with the national laws, ordinances and safety regulations that he is subject to in connection with the operation and use of the rental objects, in particular with regard to the installation, operation, maintenance and repair of the rental objects. The customer is obliged to indemnify us against all claims asserted against us due to non-compliance with the above provisions by the customer.

XI. Counter-rights, assignments

1. The customer may only offset own claims against our claims if his claims are undisputed or have been legally established. Rights of retention due to claims not arising from this contract are excluded.

2. The customer is only entitled to reduce the rent if the right to reduce the rent and the amount of the reduction have been legally established or are undisputed between the parties.

3. The transfer or pledging of claims and rights to which the customer is entitled under this contract requires our prior written consent.

XII. Other matters, choice of law, place of jurisdiction

Effective November 2023

General Terms and Conditions for Services

I. General provisions

1. These General Terms and Conditions for Services (hereinafter referred to as “GTC”) apply to all services provided by MedTec Medizintechnik GmbH. The GTC become an integral part of all contracts for services that we conclude with our customers.

2. Our GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and insofar as we have expressly agreed to their applicability. This requirement of consent shall also apply if we perform the service to the customer without reservation in knowledge of the customer’s general terms and conditions.

3. Our GTC apply exclusively to business customers within the meaning of § 14 German Civil Code (Bürgerliches Gesetzbuch, hereinafter referred to as “BGB”). A business customer is any natural person or corporate entity or a partnership having legal capacity which, when concluding a legal transaction, acts in exercise of their trade, business or profession.

II. Scope of services

1. The nature and scope of the services to be provided by us are set out in the individual contracts concluded between us and the customer and, in the case of maintenance services, also in Section III of these GTC.

2. We may also use third parties to perform the services. These third parties may be replaced by us at any time.

3. Unless expressly agreed otherwise, contracts on the provision of services exclusively constitute service agreements within the meaning of § 611 et seqq. BGB and do not include works within the meaning of § 631 et seqq. BGB.

4. Formal acceptance of works is only included if this has been expressly agreed. In any case, the unobjectionable use of works over a period of more than three (3) weeks shall be deemed as acceptance.

III. Maintenance services, exclusion of performance obligations

1. If we provide maintenance services for a device, we will provide the following services:

a. Safety-related Technical Inspection (STK) once a year, including functional test, operational safety inspections, system diagnostics, settings and adjustments in accordance with the manufacturer’s provisions,

b. rectification of reported malfunctions by performing repairs and providing a replacement device, if necessary.

2. After receiving a fault report, we will coordinate the next steps with the customer as soon as possible and arrange the definite service appointment. All maintenance and repair services are provided Monday to Friday between 08:00 am and 05:00 pm. We are not obliged to assess fault reports or to provide maintenance or repair work outside these times.

3. We do not promise or guarantee the successful completion of a repair. If the repair of a device is not possible or not reasonably possible at our own discretion, we shall provide the customer with an equivalent, functional replacement device in exchange for the defective device. We are entitled to provide the customer with a used device as a replacement device. The replacement device provided in accordance with this Section III shall become the property of the customer upon handover and initial operation at the customer’s premises. We shall acquire ownership of the defective device with its collection. For the duration of the respective contract, the maintenance services owed by us after completion of the exchange shall relate to the respective replacement device.

4. We are only obliged to rectify malfunctions that result from wear during normal use in accordance with the instructions. In particular, a claim for rectification of malfunctions is excluded if

a. the malfunctions result from external circumstances affecting the device, e.g. due to improper handling or damages caused with or without the fault of persons,

b. the customer has not operated the device in compliance with the instructions for use,

c. the customer has not attended the maintenance and inspection intervals,

d. the customer has carried out repairs of the devices himself or by unauthorised third parties or

e. the customer has opened the devices himself or by unauthorised third parties or

f. the malfunction results from other causes for which the customer is responsible.

5. The services specified in this Section III are covered by the payment of the agreed renumeration. If the device is moved to another location, we shall be entitled to demand a reasonable increase of the renumeration.

6. If, through no fault of our own, we do not recognise a circumstance that excludes our obligation to perform maintenance services in accordance with Section III.4 until we perform the maintenance services, we shall be entitled to remuneration in accordance with our general prices applicable at the time the services are performed, but in any case to reimbursement of the costs incurred.

7. We do not assume any warranty for a replacement device provided in accordance with this Section III. Any warranty rights of the customer in connection with the purchase of the device shall not be affected by the provisions of this Section III.

IV. Deadlines, dates

1. Deadlines and dates are only binding for us if we have expressly agreed to them in an individual contract.

2. If we are presumably not able to meet agreed deadlines, we shall notify the customer without delay in writing. If we do not provide an agreed service on time, the customer shall set us a reasonable grace period. After expiry of this grace period, the customer may terminate the respective individual contract in accordance with the statutory provisions and, insofar as we are responsible for the breach of duty, claim damages.

V. Cooperation of the customer

1. The customer shall provide all necessary and reasonable cooperation for the provision of the service.

2. If the customer does not fulfil his obligation to cooperate at all, properly or in time, any (binding) deadlines shall be extended accordingly. We shall be entitled to additional compensation for the additional expenses incurred.

3. We are entitled to terminate an individual contract if the customer does not provide the necessary reasonable cooperation despite repeated requests in writing.

VI. Renumeration, terms of payment

1. The amount of remuneration and the billing methods are based on the respective contractual agreement and, in addition, on these GTC.

2. All prices are gross prices but do exclusively include the applicable VAT. Other taxes, charges and customs duties shall always be borne by the customer and increase the final price to be paid, unless otherwise agreed.

3. Payments by the customer must be made within fourteen (14) days of delivery and receipt of invoice and, unless otherwise agreed, must be made in Euros.

4. If the customer fails to pay by the due date, interest of five percent (5 %) p.a. shall be charged on the outstanding amounts from the due date. The right to claim higher interest and further damages in the event of default remains unaffected. The current default interest rate for payment claims in accordance with § 288 Para. 2 BGB is nine percent points (9 %) above the base interest rate.

5. In the event of default of payment, we are entitled to withhold further services and to cease the performance of ongoing services. Further rights, in particular the right to extraordinary termination, remain unaffected.

6. The customer may only set-off counterclaims that are undisputed, recognized by us or legally established.

VII. Price adjustment right

We are entitled to change the contractually agreed remuneration for maintenance services or other recurring services that are provided on the basis of contracts with an indefinite term or a fixed term of at least two (2) years. The customer must be notified in writing three (3) months in advance of the date of the change and the amount of the adjustment. However, we will not adjust the prices earlier than twelve (12) months after conclusion of the contract or after the last increase in remuneration. The price shall not be increased by more than ten percent (10 %). The customer has the right to terminate the contract in question prematurely with effect from the date of the change in remuneration. The termination is effective if it is made in the form agreed for ordinary termination and is received by us at least four (4) weeks before the date of the change in remuneration.

VIII. Default in performance

1. In the event of defaults in performance, the statutory provisions shall apply unless otherwise agreed below.

2. If the customer is of the opinion that services have not been provided in accordance with the contract, the customer must in any case give us the opportunity to rectification before asserting further statutory rights.

3. If the subject of an individual contract is to produce a work, the customer’s right to rescind or terminate the individual contract is excluded in the event of insignificant defects.

4. Warranty claims and other claims due to poor performance shall expire by limitation within twelve (12) months of performance or – in the case of services requiring acceptance – after acceptance. This shall not apply to claims for damages arising from intentional or grossly negligent breaches of duty and the other cases specified in Sections VIII.1 and VIII.3.

IX. Liability

1. We shall only be liable for damages – irrespective of the legal grounds – in the event of intent or gross negligence.

2. In the event of a breach of fundamental contractual obligations, the breach of which endangers the purpose of the contract and on whose compliance the customer regularly relies and may rely, we shall also be liable for ordinary negligence. This liability shall be limited to compensation for damages that were typical foreseeable as a possible consequence of such a breach when the contract was concluded.

3. The limitations of liability stated above shall not apply to damages resulting from culpable injury to life, limb or health.

4. The limitations of liability stated above shall also apply in favour of our legal representatives and employees as well as our vicarious agents.

X. Term, termination

If a fixed term is agreed in an individual contract, the individual contract ends at the end of the fixed term and is not automatically extended. Ordinary termination before the end of the fixed term is excluded.

XI. Applicable law, place of jurisdiction

Effective November 2023