General Terms and Conditions of LOGICA Medizintechnik GmbH

1. Scope
   1. The following general terms and conditions (hereinafter: AGB) shall apply to all business transactions of LOGICA Medizintechnik GmbH with registered seat in 23758 Oldenburg i. H., Germany. They shall apply exclusively towards entrepreneurs (hereinafter: costumer). They shall also apply to all future similar business relationships even if they are not explicitly agreed once again.
   2. Our AGB shall apply exclusively. Differing or contrary terms of the customer shall not apply except if expressly agreed upon in writing.
2. Conclusion of contract
   1. All offers, delivery deadlines and other promises are without obligation.
   2. The stated prices are deemed net – if not otherwise agreed in writing – in EURO (€) exclusive of the respective statutory VAT and apply to delivery ex works.
   3. Individual agreements concluded in specific cases (including side agreements, supplements and amendments) shall have priority over these AGB. The written contract or our written confirmation shall apply to the content of these agreements.
3. Framework and call-off order
   1. Framework and call-off order oblige the customer to accept the total quantity upon which the framework/ call-off order is based.
   2. Insofar as no certain call-off order dates can be derived from the contract the total quantity of the framework/ call-off order is to be called within 12 months since the placement of the order.
   3. If release order dates are not adhered to by the customer then we are entitled to delivery and to charge in full four weeks after the written announcement with reference to the consequences of the release order which was not carried out. In case of default in acceptance or other breach of duties to cooperate by the costumer, the risk of loss or damage to the goods passes to the costumer. Our rights from a default of the customer remain unaffected.
4. Copyrights, non-disclosure
   1. We reserve the property rights and exploitation rights under copyright law to our cost estimates, drawings and other documents to an unlimited extent. They may not be made accessible to third parties without our written consent. They are exclusively to be used for the execution of the contractual services.
   2. The customer undertakes to maintain secrecy concerning all business, operational and technical information of LOGICA Medizintechnik GmbH, of which it has become or becomes aware in connection with the business transaction, which are named or marked as confidential by us, also beyond the end of the contractual relationships as long and as far as this information has not become generally known in any other manner or we have waived the non-disclosure in writing.
5. Delivery, passing of risk
   1. Delivery dates/deadlines shall apply ex works of LOGICA Medizintechnik GmbH they require a written confirmation and shall apply subject to the correct and timely self-delivery. They shall be deemed as satisfied if the goods have been reported as ready for shipment at the agreed date. The adherence to delivery deadlines presumes in any case the timely receipt of all documents, which are to be delivered by the buyer, necessary permits, releases, the timely clarification and approval of the plans, the compliance with the agreed terms of payment and other obligations. If these pre-requisites have not been satisfied the delivery deadline shall be extended by a reasonable period of time.
   2. We are entitled to make partial delivers and performances if reasonable to the customer.
   3. In case of force majeure or other exceptional circumstances which are unforeseeable for us and not our fault – even if they occur at the sub-suppliers – these shall not be deemed as delay in delivery. These events shall extend the delivery deadline to a reasonable extent. If the delivery or service is impossible or unreasonable through the stated circumstances then we shall be released from the delivery obligation. If the delivery time is extended or if we are released from the delivery obligation then the buyer cannot derive any claims for damages from this.
   4. Incidentally, claims for damages are limited to the events of willfully or gross negligently caused delay in delivery.
   5. The goods shall be shipped, insofar as not otherwise agreed, at the risk and costs of the customer. The risk shall pass to the customer as soon as the goods have been reported as ready for shipment, by no later than with the dispatch. This shall also apply if carriage paid delivery has been agreed. We are at liberty to decide about the type and way of the shipment as well as to determine the place of shipment — insofar as not otherwise agreed.
6. Acceptance, report of defects, liability, warranty
   1. The customer has to inspect the goods immediately after receipt.
   2. If defects which are recognized during the inspection are not reported within 10 days after receipt of the goods then the goods shall be deemed as approved and carried out as per contract. The takeover of the goods without an objection by carriers or freight forwarders shall be deemed as proof for the impeccable packaging and excludes claims against us owing to damages or losses of quantity suffered in transit.
   3. Insignificant deviations from weight do not represent any reason for complaint.
   4. In case of a timely and justified report of defect we are initially entitled to subsequent satisfaction. In case of failure of the subsequent satisfaction the customer reserves the right to reduce the purchase price or to cancel the contract. Further claims of the buyer are excluded.
   5. The period of limitation is 12 months.
7. Liability
   1. In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
   2. Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
   3. Any liability not expressly provided for above shall be disclaimed.
8. Reporting obligations, resale
   1. The customer undertakes to report all incidents or almost-incidents with our products to us immediately irrespective of whether they are liable to reporting towards authorities according to the respective applicable regulations for medical devices.
   2. In the event of the resale of our products the customer has to ensure through suitable measures that during and after the sale all respective applicable statutory provisions, in particular those for medical devices, are complied with.
9. Reservation of title
   1. The goods shall remain our property until the payment of all of our claims. In case of current account the reserved ownership is deemed as security for our balance claim.
   2. In case of conduct of the customer in breach of the contract — in particular with default of payment — we are entitled to take the reserved goods back.
   3. If facts become known which substantiate serious misgivings about the creditworthiness of the customer and our claim for remuneration appears endangered hereby and the refusal of the buyer to guarantee the fulfilment of the contract through step-by-step service of collateral entitle us to cancel the contract.
10. Payment
    1. Invoices are principally payable free payment agency to us without any deduction within 30 days from invoice date.
    2. Deemed as payment is the day of the receipt of the money by us or the day of the credit onto one of our bank accounts. Credits are to be discounted if the underlying invoice is paid with the deduction of cash discount.
    3. Payments are initially to be used to cover the costs and interest and then to settle the oldest due items.
    4. In case of payment after expiry of 30 days we reserve the right, in case of delay in payment without a fault without a reminder to charge interest in the amount of customary bank credit interest from the invoice amount, incidentally interest on default in the amount of the statutory interest stipulated in § 288 BGB [Civil Code].
    5. Offsetting against our claims is only possible or a right of retention can only be exercised if we have recognized the counter- claim or this has been declared final and binding.
11. Place of performance and place of jurisdiction
    1. Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Oldenburg i. H. (Germany).
    2. The law of the Federal Republic of Germany applies to all contractual relationships.
12. Partial invalidity

    Should one provision of these general terms and conditions be invalid, this shall have no effect on the validity of all other provisions.

LOGICA Medizintechnik GmbH
Sebenter Weg 44, 23758 Oldenburg i. H.
Germany
Manager Director: Anne Forberg

HRB No. 574 OL / County Court Lübeck
Tax-No.: 22 298 06028
VAT-ID-No.: DE 135 129 770
Fon +49 (0) 4361 50818-0
Fax +49 (0) 4361 50818-88
www.logicamed.de