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Balmung Medical Handel Germany GmbH

Landsberger Street 302
80687 Munich

+49(0)89/54998340
office@balmung-medical.com
www.balmung-medical.com

UID: DE277998376
HRB 192695 (Munich Local Court)

1 Scope

1.1 These General Terms and Conditions of Sale ('GTC') shall apply to all our present and future deliveries, services, offers and legal declarations in connection with our sales, even if no express reference is made to the applicability of these GTC.

1.2 Any terms and conditions of the customer deviating from these GTC shall only apply with our express written consent.

1.3 By submitting an order, the customer agrees to the present GTC.

1.4 By accepting the delivery, the customer again gives its consent to the validity of these GTC.

1.5 If our GTC are then still not validly agreed, they shall be validly agreed unless the customer objects to these GTC within 4 weeks after acceptance of the delivery.

1.6 Dispositive law shall apply to subject areas not explicitly regulated herein.

2 Conclusion of contract

2.1 Our offers are non-binding. Declarations of acceptance by the customer shall be deemed to be binding offers. The contract shall be deemed concluded only upon dispatch of a written order confirmation or upon delivery (see item 7) of the ordered goods by us.

2.2 Our employees and representatives are not entitled to make any agreements that deviate from these GTC or from our list prices to our disadvantage. Any such agreements to our disadvantage shall require our written confirmation.

2.3 Information in catalogs, brochures, etc. shall not be binding and shall only become part of the contract if expressly referred to in our order confirmation.

2.4 The content of our order confirmation is to be checked by the recipient and obliges him to immediately notify us of any deviations from the message sent by him.

3 Prices

3.1 All prices are quoted in Euro and exclude VAT and costs for transport, packaging, installation, insurance charges, customs duties, taxes, fees, levies and other (ancillary) costs, unless another currency is specified in the individual agreements. costs.

4 Price adjustment

4.1 In the event of a change in our goods manufacturing or procurement costs (such as, in particular, changes in wage costs, social security contributions, material costs, energy costs, exchange rates, changes in customs duties, etc.), we shall be entitled to adjust the agreed price accordingly as long as the goods have not been delivered or the customer has not yet made payment.

5 Payment

5.1 Unless otherwise agreed in the individual agreements, our invoices shall be due for payment concurrently with delivery of the goods (as per item 7).

5.2 The deduction of a cash discount is not permitted. In the event of default in payment, also with partial payments, any discount agreements shall become invalid. Unlawfully deducted cash discounts shall be recalculated.

5.3 The customer shall not be entitled to retain services or to offset them against counterclaims.

6 Default of payment

6.1 In the event of default in payment by the customer, we shall be entitled either to insist on performance of the contract or, after setting a reasonable grace period, to withdraw from the contract and dispose of the goods elsewhere.

6.2 If we insist on the performance of the contract, we shall be entitled to

6.2.1 to demand interest on arrears in the amount of 9.2% pa above the base interest rate, even if the customer is not responsible for the delay in payment. In addition, we shall be entitled to demand compound interest in the same amount upon the occurrence of the default in payment. Our right to claim further damages remains unaffected;

6.2.2 to make outstanding but not yet due invoice amounts due after setting a 12-day deadline;

6.2.3 to demand advance payment or the provision of security for future deliveries and services or to withhold future deliveries and services until the claim has been settled and

6.2.4 to demand the surrender of the goods delivered under retention of title (see item 10) as security

6.3 Furthermore, we shall be entitled to demand reminder and collection fees in any case.

7 Delivery and transfer of risk

7.1 Delivery of the goods shall be ex works (according to Incoterms 2020) at TST Lager GmbH, Medipark 2, 83088 Kiefersfelden, Germany.

7.2 The delivery periods and dates are non-binding unless they are expressly designated as binding.

7.3 The delivery period shall be deemed to have been complied with if the delivery item has left our works or, in the case of direct delivery, the works of the upstream supplier, or readiness for dispatch has been notified by the time of its expiry. Unforeseen obstacles which are outside our sphere and/or that of our sub-supplier (such as force majeure, strike, lockout, delay in the delivery of essential raw materials, materials or parts), subsequent requests for changes and additions by the customer or retention due to default in payment by the customer shall extend the delivery period accordingly.

7.4 We shall only be obliged to deliver as soon as the customer has fulfilled all its obligations required for delivery.

7.5 The risk of accidental loss or accidental deterioration shall pass to the customer as soon as the goods have been made available ex works (according to item 7.1).

7.6 If delivery is delayed for a reason for which the Customer is responsible, the risk shall pass to the Customer from the date of receipt of the notification of readiness for delivery.

7.7 The goods shall be shipped uninsured.

8 Delay in delivery

8.1 Withdrawal from the contract by the customer due to delay in delivery is only possible after setting a 4-week grace period. The withdrawal must be asserted in writing. The right of withdrawal shall only apply to the part of the delivery or service for which there is a delay.

9 Default of acceptance

9.1 The customer is obliged to accept our deliveries and services.

9.2 If the customer is in default of acceptance, we shall be entitled to store the goods with us. We shall charge 0.1% of the invoice amount (excl. VAT) per calendar day or part thereof as a storage fee. We are also entitled to store the goods with a third party, the storage fees shall be borne by the customer.

9.3 At the same time, we shall be entitled either to insist on performance of the contract or, after setting a reasonable grace period, to withdraw from the contract and to dispose of the goods elsewhere.

9.4 If the goods are perishable and there is imminent danger, we shall be entitled, in the event of default in acceptance, to sell the goods at a reasonable price for the account of the customer without prior warning.

10 Retention of title

10.1 The delivered goods shall remain our property ('reserved goods') until full payment of the purchase prices (incl. all costs, expenses, fees, etc).

10.2 The customer shall be entitled to resell the reserved goods in the ordinary course of business. He shall not be permitted to make any other dispositions, in particular pledges. If the goods subject to retention of title are not paid for immediately by the third party purchaser upon resale, the customer shall be obliged to resell only subject to retention of title. The right to resell shall lapse if the customer is in default of payment. The customer must notify us immediately of any seizure or other claim by third parties and object to such measures with reference to the reservation of title.

10.3 The customer shall assign to us all claims to which it is entitled from the resale of goods subject to retention of title to third party purchasers. He shall be obliged to note this assignment in his books. In the event of default of payment by the customer, we shall be entitled to notify the third party purchasers of the goods, of which the customer shall inform us, of the assignment and to demand payment to us.

10.4 If we have to make use of our reservation of title and take back the reserved goods, we shall be entitled to charge the customer reasonable transport and handling expenses.

10.5 The reserved goods shall be properly stored and adequately insured against all risks foreseeable in the ordinary course of business. The customer shall assign to us all claims against insurance companies arising from a case of damage affecting the reserved goods in the amount of the value of the reserved goods.

10.6 In the event that the reserved goods are processed, combined and repaired with third-party items, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other items used at the time of processing, combination and repair. In all other respects, the same shall apply to the item created by processing, combining and repairing as to the reserved goods.

10.7 If the Contractor defaults on its payment obligation, if there is over-indebtedness or cessation of payments, if insolvency proceedings have been instituted against the Contractor's assets or if an application for insolvency has been rejected for lack of assets covering costs, we shall be entitled to immediately take possession of all goods subject to retention of title; the same shall apply in the event of a significant deterioration in the Contractor's economic circumstances. Unless otherwise declared, the demand for surrender or the taking of possession shall not constitute a withdrawal from the contract.

11 Warranty

11.1 We shall fulfill warranty claims of customers at our discretion either by replacement, improvement or price reduction. Redhibitory action is excluded.

11.2 Defects shall be notified in writing immediately after receipt of the delivery and service, at the latest within 5 days, hidden defects within 3 days after they become apparent. The complaint must be sufficiently substantiated and supported by evidence.

11.3 The warranty period shall be a maximum of 12 months from delivery. The existence of defects shall be proven by the contractual partner. Sections 924 and 933 ABGB shall not apply.

11.4 Minor changes and deviations from drawings and catalogs shall not constitute defects and shall be deemed approved in advance.

11.5 Claims for damages by the customer due to defective goods can only be asserted if we are in default with the fulfillment of the warranty claims.

12 Compensation

12.1 We shall only be liable for the compensation of damages caused by our gross negligence or intent. We shall not be liable for indirect damage, loss of profit, loss of interest, failure to make savings, consequential and pecuniary damage and damage arising from third-party claims. Liability is also limited to the costs of remedying the damage, unless the damage was caused intentionally.

12.2 The customer must prove the existence of blatant gross negligence or intent.

12.3 Claims for damages shall become statute-barred 12 months after knowledge of the damage and the damaging party. The absolute limitation period for claims for damages is ten years from delivery (see item 7).

13 Product liability

13.1 Recourse claims based on § 12 of the Product Liability Act shall be excluded unless the party entitled to recourse proves that the defect was caused in our sphere and was at least grossly negligent. The customer undertakes to transfer this exclusion of liability to his customers.

14 Early termination for good cause

14.1 We shall be entitled to terminate the contract at any time without notice for important reasons by means of a written declaration with immediate effect. Important reasons shall exist in particular in the following cases:

• If the Customer fails to fulfill any of its obligations under this Agreement and fails to remedy the resulting deficiency within a reasonable period of time;
• If the customer is prevented from non-performance due to an event of force majeure for an expected period of at least 14 calendar days;
• If the customer violates duties of confidentiality or
• If the customer hires a subcontractor not approved by us.

14.2 If we declare the premature termination of the contract for good cause, the customer shall lose any claim to the handover of the goods, unless he has already paid for the goods. The customer shall indemnify and hold us harmless with regard to any additional costs.

15 Contractual penalty

15.1 If the customer withdraws from a contract without justification and we agree to the cancellation of the contract, we shall be entitled to claim a contractual penalty in the amount of 15% of the invoice amount (excl. VAT). Our right to claim further damages shall remain unaffected.

16 Returns

16.1 Returns (incl. shipments of empties, etc.) by the customer may only be made in consultation with us. Otherwise, we shall be entitled to store the returned goods with us, for which we shall charge a storage fee of 0.1% of the invoice amount (excl. VAT) per calendar day or part thereof.

16.2 All returns shall be made at the expense and risk of the customer.

17 Duty of confidentiality

17.1 The customer undertakes to treat as strictly confidential all data, information and documents which are handed over to the customer by us or which become known to the customer in the course of the performance of its contractual obligations. The customer may not make such data, information and documents accessible to third parties, either directly or indirectly, in whole or in part, without our prior written consent.

17.2 This obligation shall continue to exist after termination of the contractual relationship.

18 Choice of law

18.1 German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

19 Jurisdiction

19.1 The exclusive local jurisdiction of the court having subject-matter jurisdiction for 80687 Munich is agreed as the place of jurisdiction.

20 Other

20.1 The customer shall be obliged to notify us of any changes in its residential or business address as long as the contractual legal transaction has not been completely fulfilled by both parties. If the notification is omitted, declarations shall be deemed to have been received by the customer even if they are sent to the last address notified.

20.2 The customer assures strict compliance with all applicable export control regulations and trade restrictions affecting the sale, resale and delivery of our goods abroad. Our obligation to deliver the goods is subject, where applicable, to the receipt of legally required approvals from the relevant authorities.

20.3 The customer shall not receive any rights to use or exploit plans, sketches, samples, catalogs, brochures, illustrations and the like.

20.4 Declarations, notifications, etc. addressed to us must be in writing (signed) to be legally effective.

20.5 The contractual language is German, so that in the event of differences between the German and English versions of the GTC, the German version shall always prevail.

20.6 Should any provisions of these GTC be legally ineffective, invalid and/or void or become so in the course of their duration, this shall not affect the legal effectiveness and validity of the remaining provisions. In this case, the legally ineffective, invalid and/or void (legally ineffective, invalid and or void) provision shall be replaced by a provision that is legally effective and valid and corresponds in its economic effect to the replaced provision as far as possible and legally permissible.