General Terms and Conditions of Purchase of the Company Romedis GmbH, Neubeuern for non-consumers

§ 1 General Provision

1.1 The present general terms and conditions (GTC) are conditions of sale, payment and complaint for all deliveries and services of Romedis GmbH to non-consumers, such as businesses, companies, traders/merchants, legal persons under public law and legal representatives of fund assets subject to public law. Our GTC also apply to our freelance/self-employed professionals, such as, for example, orthopedists and orthopedic technicians.

They do not apply to natural persons who enter into the legal transaction for purposes not covered by their commercial or self-employed professional/occupational activity.

1.2. By submitting and executing an order, the buyer/customer acknowledges our terms and conditions in the version valid at the time of the order, which can be seen on our website or sent by us upon request. Our GTC are part of all our offers, contracts, deliveries and services, both from previous/concluded and current business relationships. Our GTC apply to all future transactions and contracts with a buyer/customer, even if we do not expressly state it in the future.

1.3. The validity of other conditions – especially the purchasing terms and conditions of the buyer/customer - requires our express written confirmation. In the case of written confirmation, the purchasing terms and conditions of the buyer/customer are considered subordinate and supplementary to ours. When there is a separate written agreement regarding particular terms for certain orders, our terms and conditions apply additionally. Our silence with regard to a binding order from the buyer/customer with added conflicting terms and conditions shall not be understood as our implicit consent to these added terms and conditions of the buyer/customer.

1.4. The entire business relationship is subject to written form requirements. The requirement of written form can only be waived in writing.

§ 2 Quotations, offers and order procedures

2.1. Orders shall only be binding for us when confirmed in writing. Verbal agreements made with our employees related with the conclusion of the contract, only become binding upon written confirmation -exceptions being our authorized representatives and directors-.

2.2. An order placed by telephone or in writing by the buyer/customer is a binding request to complete a purchase agreement.

2.3. Additional clauses in the description of goods such as “as already delivered”, “as usual” or similar additions in our offers refer exclusively to the quality or quantity of the goods but not to the price. Such statements in orders from the buyer/customer shall be also understood in this way.

2.4. Our employees - exceptions being our authorized representatives and directors - are not authorized to make verbal supplementary agreements or to give verbal assurances that go beyond the content of the written contract.

2.5. The information contained in our catalogs and brochures regarding our products or services is not binding and does not constitute a description of the characteristics of the respective goods or services unless they are expressly designated or confirmed by us as binding.

2.6. In the case of incorrect prices in our catalogs, brochures, flyers and the like, we are entitled to withdraw from the contract, irrespective of any existing statutory right of avoidance.

§ 3 Terms of Delivery

3.1. Delivery follows EXW (Incoterms® 2010 rules by the International Chamber of Commerce (ICC)”) unless otherwise agreed in writing. Place of delivery is our Head Office (registered office of Romedis GmbH), Georg-Wiesböck-Ring 5A, 83115 Neubeuern, Deutschland. The risk of accidental loss and accidental deterioration of the goods shall pass at the place of delivery to the customer (upon delivery of the goods to be collect by the buyer/customer or by the person or organization entrusted with dispatching the goods), even if we exceptionally bear the costs of transport. Transport insurance shall only be provided on special request and at the expense of the buyer/customer.

3.2. We are entitled to partial deliveries, as far as this is reasonable for the buyer/customer. In the case of partial deliveries, we are also entitled to submit partial invoices.

3.3. The agreed delivery times, deadlines and delivery dates are always approximate, unless a fixed date has been expressly agreed as such in writing.

3.4. The delivery period shall be deemed met when the goods to be delivered have left our premises or when the customer has been notified of readiness for dispatch within the agreed delivery term.

Liability due to non-observance of delivery dates and deadlines is only possible after a reasonable period of grace of at least 30 working days. We exclude any liability for a breach of a duty regarding the observance of delivery dates and deadlines due to unforeseen events that lie outside our control. In this case the buyer / customer shall release us from claims for damages by third parties, unless otherwise agreed in writing.

3.5. In the event of operational disruptions due to force majeure (which also includes restrictions under public law, industrial action, such as strikes and lock-outs), the contracting parties shall release each other from the obligation to perform for the duration of the operational disruption and to the extent of its effect. In particular, the delivery period shall be extended accordingly in the case of disruptions that last longer or are likely to last longer than the period specified in paragraph 3. 4.

The contracting parties are obliged to provide each other with the necessary information as soon as reasonably practicable and to adapt their obligations to the changed circumstances in good faith.

3.6. Serious operational disruptions due to events of force majeure also entitle us to withdraw from the contract.

3.7. We exclude any liability for a breach of a duty due to events in paragraphs 3.5 and 3.6. This applies also to breach of contract caused by a late delivery of goods by our own suppliers when we are not at fault.

3.8. We also exclude any liability in case of impossibility or delay in fulfillment of delivery obligations if said impossibility or delay is based on circumstances caused by the buyer/customer.

§ 4 Prices

4.1. The current conditions and ex-works (place of delivery) price lists stated at time of ordering apply.

4.2. Unless otherwise agreed in writing our prices are strictly net. VAT, postage, packing, insurance, loading or shipping costs are not included. These will be charged separately. Any legal-public fees (e.g. customs), as well as incurred bank charges are to be borne by the buyer/customer.

4.3. If more than 4 months lie between the time of ordering and the time of delivery and in the meantime, due to an increase in the price of essential raw materials for the production of our products, an increase in the price of our products becomes necessary, the ex-works (place of delivery) price lists at time of delivery shall then apply.

4.4. Subsequent changes to the order at the request of the buyer/customer shall be charged to the buyer/customer.

4.5. Preparatory work initiated or requested by the buyer/customer, as, e. g., sketches, designs, samples and the like shall be charged to the buyer/customer.

§ 5Terms of Payment

5.1. We are entitled to make the acceptance and execution of orders dependent upon payment in advance.

5.2. The purchase price is due 14 days after receipt of our notification of readiness for dispatch in the place of delivery, unless otherwise agreed in writing. A payment is deemed to have been made when the amount owed is available in one of our accounts in full, in disposable euros. Payments must be made in Euros.

5.3. If payments are not settled in due time we are entitled to charge interest according to standard banking practice, however, at least at a rate of 8% above the base-lending rate.

5.4. Bills of exchange and checks shall only be accepted as conditional payments and only in case of prior written agreement. The buyer/customer bears responsibility for any discounts, exchange of bill charges, bank charges and any other bank costs associated with payment transactions. If bills of exchange, which have been accepted, are not discounted by the bank we can demand immediate payment in cash.

5.5. A set-off or retention right only exists in the case of undisputed or legally established claims.

5.6. If the customer does not meet his payment obligations, particularly if he stops payment, if a check is not honored, or we become aware of other circumstances which cast doubt upon their credit worthiness, we are entitled to regard the entire remaining debt, with the exception of statute-barred claims, as due, even if we have already accepted checks/bills of exchange. We are also entitled to demand advance payments or security deposits. Furthermore, we may withhold or refuse further deliveries, in whole or in part, not only from the respective contract but also from other contracts and demand the immediate cash payment for all deliveries. We shall be entitled to withdraw from the part of the purchase or service contract which remains to be fulfilled as well.

§ 6 Retention of Title

6.1 Delivered goods remain our property until full payment is received (reserved goods). The retention of title shall also apply to all claims from the business relationship.

6.2. The buyer/customer is not permitted to pledge or transfer the reserved goods. With the sale of reserved goods or any other creation of rights of third parties towards the goods the buyer/customer shall assign to us all his claims against this third party in proportion to the amount owed (extended retention of title). We are entitled to report the assignment to the third party (debtor).

6.3. In case of late payment and after repeated unsuccessful demand for payment we are entitled to take back the reserved goods. The buyer/customer shall agree to allow us access to the premises for this purpose. The buyer/customer is responsible for ensuring that the reserved goods are stored in premises, in which no industrial secrets or the like are to be found (so that such measures do not lead to unnecessary or disproportionately difficulties for him) from the moment the grace period for payment ends (at the latest from the date of the second payment reminder or the overdue notice).

6.4. The buyer/ customer is entitled to process or combine the reserved goods with other goods in the course of his normal business activities. In this case we shall acquire co-ownership of the new goods in the amount of the proportional value of the reserved goods in the combined or newly manufactured goods. The buyer/customer shall assign to us his claims arising against his customers in proportion to the co-ownership.

6.5. In case the buyer/customer ceases payment, or if insolvency proceedings are initiated against its assets or an application or opening is made for judicial or extra-judicial composition proceedings, the right to resell, to use or to modify the reserved goods according to paragraph 6.4. shall expire.

§ 7 Warranty agreements and liability for material defects

7.1. Acceptance, Obligation for Inspection and Notification of Defects:

7.1.1. The goods must be immediately examined upon receipt and obvious defects must be reported in writing immediately, no later than 3 working days, after receipt of the goods. The complaint must be submitted in writing with a precise description of the defect within a reasonable time of 14 days. This period shall begin on the date of reporting the defect to us after examining the goods. Verbal complaints shall not be sufficient to meet the claim deadlines.

7.1.2. In the case of a justified, timely notification of defects, we can, at our discretion, rectify the defect or deliver a new, defect-free product (supplementary performance). In the case of failure or refusal of supplementary performance, statutory rules shall apply. If the defect is not significant, and/or the goods have already been processed, modified or redesigned, the buyer/customer is only entitled to the right of reduction.

7.1.3. Defects to a part of the supplied goods may not justify a complaint regarding the entire delivery unless the partial delivery is obviously of no interest to the buyer/customer.

7.1.4. In case of an unfounded complaint the buyer/customer shall bear all the related costs.

7.1.5. Where there is a default of acceptance by the buyer the statutory rules apply.

7.2. The buyer/customer is responsible for the loading of goods. Costs incurred from loading and waiting times will be borne by the buyer/customer, including transport risks from the place of delivery. This also applies to deliveries which are not in accordance with paragraph 3.1., as for example, carriage free/ postage paid deliveries and free delivery, unless otherwise agreed.

7.3. If our employees assist in loading the goods, they act at the sole risk of the buyer/customer and not on our behalf.

7.4. We exclude any liability for our instructions or advice regarding our products. Our technical instructions and advice are carefully prepared in accordance with our best knowledge but this does not release the buyer/customer from his obligation to examine the goods for their suitability for their intended processes and purposes.

7.5. For deviations in the quality of the material used in our products, we are only liable up to the amount of our own claims against the respective supplier. In such a case, we are exempt from liability if we assign our claims against the supplier to the buyer/customer. We shall be liable as guarantor, if due to fault on our part, such claims against our supplier fail or are not enforceable.

7.6. The properties of the purchase goods are determined according to the agreed specifications, only in the absence of such, shall they be determined according to our product descriptions and/or in the absence of these, according to practice and commercial custom. Any reference to standards and to similar technical standards, as well as to information in safety data sheets, information on the usage of the goods and statements in advertising material shall not be regarded as assurances or guarantees or declarations of conformity.

7.7. Unless otherwise agreed, the buyer/customer’s warranty rights against us, due to and in connection with the delivered/supplied goods, shall elapse one year after the handover of goods.

7.8. An additional guarantee exists only if it has been expressly written and directed to a specific product. If guarantee statements are given, they are only valid towards the specific (vis-à-vis) buyer/customer to whom it had been given.

§ 8 General Liability

8.1. As far as legally permissible, the buyer/customer has no claim for compensation or damages. In particular, strict liability or ‘liability without fault’ is excluded. This exclusion does not apply to our liability for injuries to life, body or health caused by intentional and grossly negligent breaches of duty, as well as for any damages caused by intentional or grossly negligent violations of our contractual obligations or fraud. In such cases we are liable in accordance with the statutory regulations.

8.2. We shall be liable for damages caused by ordinary negligence insofar as such negligence concerns typical contractual obligations, is foreseeable at the time of conclusion of the contract and only if the observance of which is essential for achieving the objectives of the contract (cardinal duties). The same applies in the case of a breach of a contractual obligation which falls under a guarantee or assurance granted by us.

8.3. The provisions of the German Product Liability Act remain unaffected.

8.4. Breaches of secondary contractual obligations entitle a withdrawal from the contract only in the event of culpable behavior.

8.5. The buyer/customer releases us from any liability claims arising from third parties in so far as the damage was due to the buyer/customer.

8.6. We provide the buyer/customer with our instructions for use. The buyer/customer shall ensure that the user instructions are made available to the end user. In this respect the buyer/customer discharges us from claims for damages by third parties, due to incorrect use of our products.

8.7. We are manufacturers and suppliers of articles in the field of medical technology. Medical products are mostly manufactured individually according to specific instructions or necessities of a specific buyer/customer. Thus, we shall not be liable for used (second-hand) custom-made or individually manufactured products.

Guarantee rights for non-custom made used (second-hand) products expire one year from the date of delivery, but only if we, and not a third party, have been the seller of the used product.

We cannot guarantee either the medical success or the rehabilitation success in the use of our products since this is largely beyond our control.

§ 9.Authorizations

Our products are only approved and may only be used for the purposes stated in our product description and in the way specified therein. The customer shall bear full responsibility for any use of our products for any other purposes or in any other way. Please be aware that due to statutory provisions that differ from country to country, special authorizations may be required.

The customer shall be responsible for verifying if any authorizations are required and for obtaining it. Upon request and at the expense of the buyer/customer we will support the customer in this process.

§ 10 Data storage

All data pertaining to the business relationship is stored electronically and may only be processed, used and passed on in accordance with the applicable data protection regulations in Germany. We reserve the right to use only the technical data for the only purpose of further technological development of our products

§ 11 Performance Location

Place of performance is the registered Head Office of Romedis GmbH, Georg-Wiesböck-Ring 5A, D-83115 Neubeuern, Germany.

§ 12 Jurisdiction and Applicable Law

12.1. The place of jurisdiction for all disputes arising from contractual relationships between us and our buyers/customers is where the premises of Romedis GmbH are registered.

12.2 The entire legal relationship is subject to German law.

§ 13 Severability clause

If any of these GTC are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these Terms and Conditions are intended to be effective, then it shall be severed and deleted from this clause to the extent and within the jurisdiction which that Term or Condition is illegal, invalid or unenforceable and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable. The invalid provision, if any, will be replaced by statutory provisions that most closely approximate the commercial purpose of the invalid provision.

§ 14 Implementation

These general terms and conditions shall enter into force as of the 01.01.2018.

General terms and Conditions of Purchase of the Company Romedis GmbH, Neubeuern, for CONSUMERS

§ 1 General Provisions

1.2. For each order and/or before each order, we explicitly inform our buyer/customers of our terms and conditions in the version valid at the time of the order. Our GTC can be found on our website. Our GTC form part of all our offers, contracts, deliveries and services.

1.3. Any agreements which deviate from these GTC as well as any supplementary agreements must be in writing (on paper, e-mail, fax or similar) and/or requires our explicit written confirmation. Our GTC shall apply in addition to any supplementary special conditions agreed upon individually.

1.4. All agreements and procedures shall only be valid if expressly confirmed in writing (on paper, e-mail, fax or similar). This shall also apply to any amendments to the present clause referring to the requirement of written form.

§ 2 Offers and order procedures

2.1. Orders are binding for us only if we have confirmed them in writing according to § 1.4. Verbal agreements made by our employees in connection with orders shall only become binding once we have confirmed them in writing (on paper, e-mail, fax or similar).

2.2. Telephone or written orders from the buyer/customer are binding. We will only accept a cancellation of the order if the cancellation takes place in writing and within 48 hours of confirmation of the order. In case of a timely submitted cancellation order we generally do not charge any cancellation fees. However, cancellation fees may be charged if the order includes a custom-made product (individually created products) and we have already begun to process the order.

2.3. Additional clauses in the description of goods such as "as already delivered", "as usual" or similar additions in our offers shall refer exclusively to the quality or quantity of the goods, but not to the price. Such statements in orders from the buyer/customer shall also be understood in just this way.

2.4. Our employees are not authorized to make verbal additional or subsidiary agreements or verbal assurances that go beyond the content of the written agreement.

2.5. The information contained in catalogs and brochures regarding our products or services is non-binding and does not constitute a description of the characteristics of the respective goods or services unless they are expressly specified as binding in the order confirmation or otherwise.

2.6. In the case of obvious incorrect prices in our catalogs, brochures, flyers and the like, we are entitled to withdraw from the contract, irrespective of any existing statutory right of avoidance.

§ 3 Terms of Delivery

3.1. Delivery times shall be individually agreed by us for each specific order.

3.2. We are entitled to partial deliveries, as far as this is reasonable and does not result in additional costs (shipping and packaging) for the buyer/customer. In these cases, we are also entitled to submit partial invoices.

3.3. Liability due to non-observance of delivery dates and deadlines is only possible after a reasonable period of grace of at least 30 working days. We exclude any liability for a breach of a duty regarding the observance of delivery dates and deadlines due to unforeseen events that lie outside our control.

3.4. In the event of operational disruptions due to force majeure (which also includes restrictions under public law, industrial actions, such as strikes and lock-outs), the contracting parties shall release each other from the obligation to perform for the duration of the disruption and to the extent of its effect. In particular, in the case of disruptions that last longer, or are likely to last longer than the period specified in paragraph 3. 3. the delivery period shall be extended accordingly.

The contracting parties are obliged to provide each other with the necessary information as soon as reasonably practicable and to adapt their obligations to the changed circumstances in good faith.

3.5. Serious operational disruptions due to force majeure or other unpredictable events also entitle us to withdraw from the contract.

3.6. We exclude any liability for a breach of a duty due to events in paragraphs 3.4 and 3.5.

3.7. We also exclude any liability in case of impossibility or delay in fulfillment of delivery obligations if said impossibility or delay is based on circumstances caused by the buyer/customer.

§ 4 Prices, shipping costs and terms of payment

4.1. The current conditions and ex-works (place of delivery) price lists stated at time of ordering shall apply.

4.2. If more than 4 months lie between the time of ordering and the time of delivery and in the meantime, an increase in the price of our products becomes necessary due to an increase in the price of essential raw materials for the production of our products, in such a case the ex-works (place of delivery) price lists at time of delivery shall then apply.

4.3. Unless otherwise agreed in writing our prices are strictly net. VAT, postage, packing, insurance, loading or shipping costs are not included. These will be charged separately. Any legal-public fees (e.g. customs), as well as incurred bank charges are to be borne by the buyer/customer.

4.4. We are entitled to make the acceptance and execution of orders dependent upon payment in advance.

4.5. The purchase price is due 14 days after invoicing, unless otherwise agreed in writing. A payment is deemed to have been made when the amount owed is available in one of our accounts in full in disposable euros. Payments must be made in Euros.

4.6. If payments are not settled in due time we are entitled to charge interest according to standard banking practice, however, at least at a rate of 5% above the base-lending rate.

4.7. Subsequent changes to the order at the request of the buyer/customer shall be charged to the buyer/customer.

4.8. Preparatory work initiated or requested by the buyer/customer, as e. g., sketches, designs, samples and the like shall be charged to the buyer/customer.

4.9. Bills of exchange and checks shall only be accepted as conditional payments and only in case of prior written agreement. The buyer/customer bears responsibility for any discounts, exchange of bill charges, bank charges and any other bank costs associated with the payment transaction. If bills of exchange, which have been accepted, are not discounted by the bank we can demand immediate payment in cash.

4.10. A set-off or retention right only exists in the case of undisputed or legally established claims.

4.11. If the customer does not meet his payment obligations, particularly if he stops payment, if a check is not honored, or we become aware of other circumstances which cast doubt upon their credit worthiness we are entitled to demand advance payments or similar securities. Furthermore, we may withhold or refuse further deliveries, in whole or in part, not only from the respective contract but also from other contracts and demand the immediate cash payment for all deliveries.

§ 5 Retention of Title

5.1 Delivered goods remain our property until full payment is received. The retention of title shall also apply to all claims from the business relationship.

§ 6 Guarantee agreements and liability for material defects

6.1. We reserve the right for minor, customary or technically unavoidable deviations from size, quality, color or weight. They shall not be considered defects, provided that the use of the goods as stipulated is not noticeably affected. We shall not be liable for typical damages resulting from ordinary use (traces of usage and the like), improper installation or inappropriate use or handling, or which occur as a result of modifications or repairs performed by the buyer/customer or by third parties without our prior written approval. Liability for defects shall not cover defects that occur due to natural forces or force majeure.

6.2 If the goods do not conform to the contract, the buyer/customer may require us to remedy the lack of conformity by repair or may require us to send him substitute goods at his choice, unless this is unreasonable having regard to all the circumstances. In case of failure to remedy the lack of conformity, statutory provisions apply. If the defect is clearly not significant and/or if the goods have already been processed or redesigned, they shall only be entitled to the right of reduction.

6.3. Lack of conformity regarding a part of the delivered goods does not entitle the customer to object to the entire delivery unless the partial delivery is obviously of no interest to the buyer/customer.

6.4. In the event of an obvious unsubstantiated complaint, the buyer/customer shall bear all related costs.

6.5. We exclude any liability for our technical instructions or advice regarding our products. Our technical instructions and advice are carefully prepared in accordance to our best knowledge but this does not release the buyer/customer from his obligation to examine the goods for their suitability for their intended processes and purposes.

6.6. The properties of the purchase goods are determined according to the agreed specifications, only in the absence of such, shall they be determined according to our product descriptions and/or in the absence of these, according to practice and commercial custom. Any reference to standards and to similar technical standards, as well as to information in safety data sheets, information on the usage of the goods and statements in advertising material shall not be regarded as assurances or guarantees or declarations of conformity.

6.7. Unless otherwise agreed, guarantee rights of the buyer/customer against us and in connection with the delivered goods expire two years after delivery of the goods.

6.8. An additional guarantee exists only if it has been expressly confirmed in written and directed to a specific product. If guarantee statements are given, they are only valid towards the specific (vis-à-vis) buyer/customer to whom it had been given.

§ 7 General Liability

7.1. As far as legally permissible, the buyer/customer has no claim for compensation or damages. In particular, strict liability or ‘liability without fault’ is excluded. This exclusion does not apply to our liability for injuries to life, body or health caused by intentional and grossly negligent breaches of duty, as well as for any damages caused by intentional or grossly negligent violations of our contractual obligations or fraud. In such cases we are liable in accordance with the statutory regulations.

7.2. We shall be liable for damages caused by ordinary negligence insofar as such negligence concerns typical contractual obligations and is foreseeable at the time of conclusion of the contract and only if the observance of which is essential for achieving the objectives of the contract (cardinal duties). The same applies in the case of a breach of an essential contractual obligation which falls under a guarantee or assurance granted by us.

7.3. The provisions of the German Product Liability Act remain unaffected.

7.4. Breaches of secondary contractual obligations entitle a withdrawal from the contract only in the event of culpable behavior.

7.5. We are manufacturers and suppliers of articles in the field of medical technology. The medical products are mostly manufactured individually according to specific instructions or necessities of a specific buyer/customer. Thus, we shall not be liable for used (second-hand), custom-made or individually manufactured products. Guarantee rights for used non-custom-made products expire one year from the date of delivery, but only if we, and not a third party, have been the seller of the used product.

We cannot guarantee both the medical success or the rehabilitation success in the use of our products since this is largely beyond our control.

§ 8. Authorisations

Our products are only approved and may only be used for the purposes stated in our product description and in the way specified therein. The customer shall bear full responsibility for any use of our products for any other purposes or in any other way. Please be aware that due to statutory provisions that differ from country to country, special authorisations may be required.

The customer shall be responsible for verifying if any authorisations are required and for obtaining it. Upon request and at the expense of the buyer/customer we will support the customer in this process.

§ 9 Data Storage

All data pertaining to the business relationship is stored electronically and may only be processed, used and passed on in accordance with the applicable data protection regulations. We reserve the right to use only the technical data for the only purpose of further development of our products.

§ 10 Applicable Law

This contract and the entire legal relationship between the parties shall be subject to the law of the Federal Republic of Germany.

§ 11 Severability Clause

If any of these GTC are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these Terms and Conditions are intended to be effective, then it shall be severed and deleted from this clause to the extent and within the jurisdiction which that Term or Condition is illegal, invalid or unenforceable, and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable.

§ 12 Implementation

These general terms and conditions shall enter into effect as of the 01.01.2018.