General terms and conditions Wagner & Guder Medical GmbH

I. General: Offers and order acceptance are made on our order forms and under our terms and conditions, even if we do not expressly contradict any other purchasing conditions. Agreements deviating from these as well as collateral agreements in oral, telephone or other form are only valid after our written confirmation or statement. Possible concessions are one-time and without any right of repetition in later business transactions - no customary law is created by cases of repetition. Only released production and order documents that are currently associated with the respective order are considered binding.

II. Our offers are subject to change and valid for 4 weeks. They are also not binding for repeat orders. We reserve ownership and copyright of all documents and developments.

III. An acceptance of order is only concluded by our written order confirmation or immediate delivery. The content of the order confirmation is exclusively decisive. Changes, additions or similar must also be confirmed in writing.

IV. Our prices are net prices in EURO plus the currently valid value added tax. The products are unpacked and unloaded, ex works. Packaging suitable for transport as well as transport racks are calculated according to our usual cost factors. The list prices at the time of placing the order or order confirmation apply to the delivery. Provided devices or device accessories can be pre-installed according to our usual cost factors. Price lists are generally valid for one year.

V. The delivery period only begins after a) clarification of all technical and commercial details, b) processing and confirmation of all change requests deviating from the offer

VI. Delay in delivery: We are constantly striving to meet delivery times. However, all obstacles, delays or disturbances in the production process for which we are not responsible release us - after appropriate notification - from the promise of delivery time, under normal circumstances up to a duration of 20 working days. We will provide evidence of the obstacle on request. Legal rights of withdrawal of the customer remain unaffected. If we are in default for reasons for which we are responsible, liability for damages in the case of ordinary negligence is excluded, unless the damage is based on the violation of a "cardinal obligation". Partial deliveries are permissible to a reasonable extent.

VII. The acceptance, inspection and verification of the goods by the purchaser after receipt of the goods is strongly recommended. A quality control or test report will be attached to each delivery. If the goods comply with the order specifications, the customer is obliged to accept the goods. Subsequent changes of any kind will only be carried out against payment of an expense allowance.

VIII. We reserve the right to withdraw from the contract in the event of force majeure for which we are not responsible. If the customer wishes to terminate the contract for reasons for which we are not responsible, without being entitled to a statutory right of cancellation, he shall be obliged to pay compensation for profits and reimbursement of unproducible costs.

IX. Our packaging is charged at cost price and will not be taken back.

X. Packaging from other manufacturers' devices will only be accepted and disposed of for a fee.

XI. The shipment of the goods is always ex works Hermstedt.
Upon loading, the goods travel at the expense and risk of the customer. For larger orders we will commission a forwarding agency or transport company

XII. In the event of transport damage, which must be reported immediately in writing, the goods may only be used after our approval. The course of the business transaction remains unaffected. Claims for compensation are to be settled between the transport company and the customer.

XIII. Terms of payment: All services are payable within 30 days after receipt of the invoice. Payments to us are to be made free of charge and are only deemed to have been made when we can dispose of the amount without restrictions.

Retention of title:
1. we reserve the right of ownership of the contractual item until receipt of all payments arising from the business relationship with the customer. In the event of culpable conduct on the part of the customer in breach of contract, in particular default of payment, we shall be entitled to take back the contractual item. Our repossession shall not constitute a withdrawal from the contract unless we have expressly declared this in writing. Seizure/utilization of the contractual item by us always constitutes a withdrawal from the contract. After taking back the contractual item, we shall be entitled to threaten to realise it, the proceeds of realisation shall be set off against the liabilities of the customer less reasonable realisation costs.

2. in the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.

3. The purchaser is entitled to resell the contractual item in the ordinary course of business; however, he hereby assigns to us all claims (including VAT) accruing to him from the resale against his customers or third parties, irrespective of whether the delivered goods have been resold without or after processing. The customer remains entitled to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this.

4. The processing or transformation of the delivered goods by the customer is always carried out for us. If the delivered contractual objects are processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the delivered goods to the other processed objects at the time of processing. For the rest, the same shall apply to the object resulting from processing as to the contractual object delivered under reservation of title.

5. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is at our discretion.

XIV. Assembly, installation, initial operation, testing, instruction of staff etc. are not included in our product prices. If required, these services are to be ordered, which are then delivered or invoiced according to our assembly conditions and cost rates.

XV. Warranty of defects/liability

1. The warranty rights of the customer presuppose that the customer has duly fulfilled his obligations to examine and complain in accordance with §§ 377, 378 HGB (German Commercial Code) in the individual case. Even if 1. does not exist, the customer is obliged to notify us in writing of any recognisable defects within 8 working days at the latest. Nothing may be changed to the defective goods or used without our consent.

2. Our products are guaranteed for one year on all electronic and electromechanical components and 2 years on mechanical components. Normal traces of use are excluded. This warranty can be extended up to 3 years after offer and written confirmation.

3. For work according to your drawing specifications or order data, we shall only be liable for professional and proper work and execution. We are not obliged to check the documents you have provided us with.

4. If there is a defect in the contractual item for which we are responsible, we shall be entitled to choose whether to rectify the defect or make a replacement delivery. We shall not be obliged to bear the expenses incurred by the fact that the contractual item was taken to a place other than the place of performance.

5. If the remedy of the defect in the contractual item fails, the customer is entitled to choose to withdraw from the contract or to demand a corresponding reduction of the purchase price. If the services rendered are not covered by a return guarantee, the customer shall be limited to a reduction in price.

6. We shall only be liable for rectification work and/or replacement deliveries to the same extent and until expiry of the warranty period applicable to the original delivery item. The limitation period applicable to the delivery item shall also apply to the replacement of consequential damages caused by a defect, provided that no claims in tort are asserted.

7. If it should turn out at a later date that the customer is at fault, he shall be liable for all costs incurred by us.

8. If we negligently breach a material contractual obligation
(so-called "cardinal obligation"), we shall be liable for compensation for foreseeable damage.

9. We do not accept liability for defects resulting from: natural wear and tear, improper handling and maintenance, excessive strain, natural material defects. The same shall apply in the event of unauthorised changes to the subject of the contract and the consequences resulting therefrom.

XVI. Place of performance and jurisdiction is Jena, Germany, for all obligations and disputes arising directly or indirectly from the contractual relationship. The agreement on the place of jurisdiction shall only apply if the customer is a registered trader. Only German law shall apply to all contractual relationships.

 Stand: 04.05.2020