General Terms and Conditions (GTC) of the 

medentis medical GmbH,

48-52 Walporzheimer Street,
53474 Bad Neuenahr/Ahrweiler,
HRB: 4940, Koblenz Local Court,
VAT ID No.: DE-219121001, Tax ID No.: 01/663/1214/6

Phone: +49 (0)2641 9110-0,
Fax: +49 (0)2641 9110-120

www.medentis.com
www.icx-shop.com

medentis medical GmbH assumes no liability for any information contained in our programs, particularly with regard to the accuracy and completeness of the price lists, comments, miscellaneous information, and legal texts provided. 

1. General Information - Scope of Application
   (1) All agreements made between us and the customer for the purpose of performing this contract are set forth in writing in this contract.
   (2) Our Terms and Conditions of Sale apply both to merchants as defined in § 24 of the Austrian General Terms and Conditions Act (AGBGB) and to non-merchants, unless their applicability is expressly limited to merchants as set forth below.
   (3) Our Terms and Conditions of Sale apply exclusively to merchants as defined in § 24 of the German Act on Standard Terms and Conditions (AGBG); we do not recognize any terms and conditions of the purchaser that conflict with or deviate from our Terms and Conditions of Sale, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall apply even if we carry out the delivery to the purchaser without reservation, despite being aware of terms and conditions of the purchaser that conflict with or deviate from our Terms and Conditions of Sale. Our Terms and Conditions shall also apply to all future transactions with the supplier.
2. Quote - Quote Documents
   (1) The order placed by the customer constitutes a binding offer, which we are entitled to accept within 2 weeks by sending an order confirmation or by shipping the goods. In dealings with merchants, we may accept the order within 4 weeks, provided that it qualifies as an offer under § 145 of the German Civil Code (BGB).
   (2) We reserve all ownership rights and copyrights to programs, content, structures, source code, logic, illustrations, drawings, calculations, and other documents. This applies in particular to written documents designated as “confidential.” The customer must obtain our express written consent before disclosing such documents to third parties.
3. Prices - Payment Terms - Returns
   (1) Unless otherwise specified in the order confirmation, our prices are “ex works” and do not include packaging.
   (2) Statutory value-added tax is not included in our prices; it is shown separately on the invoice at the statutory rate in effect on the date the invoice is issued.
   (3) The deduction of a discount requires a specific written agreement.
   (4) Unless otherwise specified in the order confirmation, the purchase price is due net (without deduction) immediately upon issuance of the invoice. If the customer defaults on payment, we are entitled to charge default interest at a rate of 8% above the respective discount rate of the Deutsche Bundesbank per annum. If we are able to prove that we have incurred higher damages as a result of the delay, we are entitled to claim such damages. However, the customer is entitled to prove to us that we have incurred no damages or significantly lower damages as a result of the delay in payment.
   5) The customer is entitled to set-off only if the customer’s counterclaims have been legally established, are undisputed, or have been acknowledged by us. Furthermore, the customer is authorized to exercise a right of retention to the extent that the customer’s counterclaim arises from the same contractual relationship.
4. Delivery Time
   (1) The delivery time we specify begins only after all technical issues have been resolved.
   (2) Our fulfillment of our delivery obligations is further contingent upon the customer’s timely and proper performance of its obligations. We reserve the right to raise the defense of non-performance of the contract.
   (3) If the customer is in default of acceptance or fails to fulfill other obligations to cooperate, we are entitled to demand compensation for the damages incurred by us in this regard, including any additional expenses. We reserve the right to assert further claims.
   (4) Provided that the conditions set forth in paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the purchaser at the time the purchaser is in default of acceptance or payment.
   (5) We shall be liable in accordance with the statutory provisions to the extent that the underlying purchase contract is a fixed-date transaction within the meaning of § 361 of the German Civil Code (BGB) or § 376 of the German Commercial Code (HGB). We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the purchaser is entitled to assert that its interest in the further performance of the contract has ceased to exist.
   (6) We are also liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; any fault on the part of our representatives or agents shall be attributed to us. Unless the delivery contract is based on an intentional breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
   (7) We shall also be liable in accordance with the statutory provisions to the extent that a delay in delivery for which we are responsible is due to a culpable breach of a material contractual obligation; in such a case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
   (8) If the delay in delivery is due solely to a culpable breach of a non-essential contractual obligation, the purchaser is entitled to claim lump-sum compensation for each full week of delay in the amount of 3% of the delivery value, up to a maximum of 15% of the delivery value.
5. Transfer of Risk - Packaging Costs
   (1) Unless otherwise agreed in writing, we will ship the goods at the buyer’s risk. We reserve the right to choose the route and means of transport, unless otherwise agreed.
   (2) Risk passes to the buyer upon delivery of the goods to the buyer, the freight forwarder, the carrier, or any other entity designated to carry out the shipment; however, in any event, no later than when the goods leave our premises.
   (3) Shipping packaging and all other packaging subject to the Packaging Ordinance will not be accepted for return; pallets are excluded. The customer is obligated to arrange for the disposal of the packaging at their own expense.
   (4) In the event that the goods are returned for reasons beyond our control, we do not provide insurance coverage; in such cases, the customer bears the risk associated with the uninsured return of the goods.
6. Warranty Against Defects, Damages
   (1) The purchaser’s warranty rights are contingent upon the purchaser having duly fulfilled its obligations to inspect the goods and give notice of defects pursuant to Sections 377 and 378 of the German Commercial Code (HGB).
   (2) If the purchased item has a defect for which we are responsible, we are entitled, at our discretion, to either remedy the defect or provide a replacement. In the event of rectification of the defect, we are obligated to bear all expenses necessary for this purpose, in particular transportation, travel, labor, and material costs, provided that these costs are not increased by the fact that the purchased item has been moved to a location other than the place of performance.
   (3) If the remedy of the defect or replacement delivery fails, the purchaser is entitled, at its option, to demand rescission (cancellation of the contract) or a corresponding reduction in the purchase price (price reduction). To the extent that the purchased item lacks a warranted characteristic, we are liable for damages due to non-performance in accordance with the statutory provisions of §§ 463, 480(2) of the German Civil Code (BGB).
   (4) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on willful misconduct or gross negligence, including willful misconduct or gross negligence on the part of our representatives or agents. Unless we are accused of an intentional breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.
   (5) We are liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; however, our liability is limited to foreseeable, typically occurring damages.
   (6) In all other respects, liability for damages is excluded; in particular, we are not liable for damages that did not occur to the delivered item itself.
   (7) The mandatory provisions of the Product Liability Act remain unaffected.
   (8) The warranty period is six months, calculated from the transfer of risk. This period is a statute of limitations and also applies to claims for compensation for consequential damages resulting from defects, provided that no claims arising from tort are asserted; for such claims, the statutory statute of limitations applies.
7. Total Liability
   (1) Any liability for damages beyond that provided for in § 6 is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from fault at the time of contract conclusion, breach of contractual obligations, or tortious claims pursuant to § 823 of the German Civil Code (BGB).
   (2) Claims for damages based on impossibility or inability to perform remain unaffected.
   (3) The same applies to the extent that liability is mandatory under the provisions of the Product Liability Act.
   (4) To the extent that our liability for damages is excluded or limited, this also applies with respect to the personal liability for damages of our employees, workers, staff members, representatives, and agents.
8. Security Interest in Retained Title
   (1) We reserve title to the purchased goods until all payments arising from the business relationship with the purchaser have been received. Title shall not pass until the respective invoice has been paid in full. If the purchaser acts in breach of contract, particularly in the event of late payment, we are entitled to take back the purchased goods. Our taking back of the purchased goods does not constitute a withdrawal from the contract, unless we have expressly declared this in writing. Our seizure of the purchased goods always constitutes a withdrawal from the contract. After taking back the purchased goods, we are authorized to sell them; the proceeds from such sale shall be applied toward the purchaser’s liabilities, less reasonable costs of sale.
   (2) The purchaser is obligated to treat the purchased item with due care; in particular, the purchaser is obligated to insure it at his own expense against fire, water damage, and theft at replacement value. If maintenance and inspection work is required, the purchaser must have it performed in a timely manner at his own expense.
   (3) In the event of attachments or other interventions by third parties, the customer must notify us immediately in writing so that we may file a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO). To the extent that the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
   (4) The purchaser is entitled to resell the purchased goods in the ordinary course of business; however, the purchaser hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim that arise for the purchaser from the resale against its customers or third parties, regardless of whether the purchased goods were resold without or after processing. The purchaser remains authorized to collect this claim even after the assignment. Our right to collect the claim ourselves remains unaffected by this. We undertake, however, not to collect the claim as long as the purchaser meets its payment obligations from the proceeds received, does not fall into default, and, in particular, no petition has been filed to open bankruptcy, composition, or insolvency proceedings, nor has the purchaser suspended payments. If, however, this is the case, we may demand that the customer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.
   (5) Any processing or transformation of the purchased item by the purchaser shall always be carried out on our behalf. If the purchased item is processed together with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the value of the other processed items at the time of processing. In all other respects, the same provisions apply to the item created by processing as to the purchased item delivered under retention of title.
   (6) If the purchased item is inseparably mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the value of the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the principal item, it is deemed agreed that the customer shall transfer proportional co-ownership to us. The customer shall hold the resulting sole ownership or co-ownership in safekeeping for us.
   (7) The purchaser also assigns to us, as security for our claims against him, any claims against a third party that arise from the incorporation of the purchased item into real property.
   (8) We agree to release the security to which we are entitled at the customer’s request to the extent that the realizable value of our security exceeds the claims to be secured by more than 10%; the selection of the security to be released shall be at our discretion.
9. Custom-Made Products
   (1) For programs or parts of programs, as well as for goods manufactured according to the customer’s drawings, samples, or other specifications, the customer shall assume liability for any infringement of third-party patents and other intellectual property rights and shall indemnify us against such claims.
   (2) Our drawings, samples, or models remain our property and may be made available to third parties only for inspection and with our prior written consent. Tools and fixtures remain our property, even if the customer has paid a portion of the manufacturing costs. We undertake to retain molds and fixtures for repeat orders. This obligation to retain such items shall expire if no further orders are received from the customer within two years of the last delivery. This obligation to retain such items shall expire immediately if the customer fails to pay for the goods delivered to them or fails to do so on time.
10. Jurisdiction - Place of Performance
    (1) If the customer is a merchant, the place of jurisdiction shall be our registered office; however, we are also entitled to bring an action against the customer in the court of the customer’s place of residence.
    (2) Unless otherwise specified in the order confirmation, our registered office shall be the place of performance.

General Terms and Conditions of medentis medical GmbH · Rev. 04

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