General Terms and Conditions – BioCer Entwicklungs-GmbH (Stand 06/2018)

1. Our general terms and conditions (GTC) shall apply exclusively – even for all future trading with the customer – in the respective valid version. Customer-side conditions which deviate from our GTC shall not be valid.

2. Unlimited offers are subject to change. A contract shall become binding upon confirmation of the order by ourselves and/or when the service is performed. Unless otherwise stated, all prices shall be quoted ex-works. We reserve the right to adjust our prices accordingly in the event of increased costs, specifically those of wages, materials and overheads where a minimum of four months passes, as arranged, between the signature of the contract and contractual delivery, or for any reason which is not attributable to ourselves. The customer shall have the right of termination in the event that this increase exceeds 5%. Unless otherwise specified in the offer or order confirmation, payments shall be made net cash within 30 days of invoicing. The customer shall only be entitled to offsetting or retention rights when his counter claims have been legally established or where these are undisputed.

3. Only specifically-agreed delivery schedules shall be binding. The start thereof shall be subject to timely delivery on the side of the customer as well as the fulfilment of the customer’s own secondary, cooperation and payment obligations. The delivery schedule shall be justly extended in the event of relevant circumstances which cannot be attributed to ourselves, such as force majeure, embargoes, natural disasters, fire, transport disruptions and labour disputes.

4. For deliveries in countries within the European Union, the customer shall be required to provide us with their tax ID number, at the latest at the time of placing the order.

5. We shall retain ownership of the delivered goods until all claims under the business relationship against the customer including any future claims, as well as from other simultaneously or subsequently agreed contracts, have been paid. The customer may resell the delivery items in the course of ordinary trading in compliance with their terms of payment under retention of title. The customer shall notify us immediately in the event of actual as well as of any legal restriction of the goods incurred due to seizure. Even for further delivery abroad, the customer shall implement all legally permissible measures to protect our property. Claims arising from the further sale or other legal grounds in respect of the goods shall then be assigned to us for safe-keeping. At the request of the customer, we shall be obliged to release existing securities at their option if their value exceeds the claims to be secured by more than 10%. In the event that the customer is unable to fulfil their payment obligations in a timely manner or in the event of apparent insolvency, we shall be entitled to revoke the customer’s collection authorisation. In such an event, we may also require that the customer provide all information necessary for collection, transfer the associated documentation and inform its debtors of such transfer. During the processing, transformation, combination or mixing of the goods, even together with other objects which do not belong to us, we shall acquire joint ownership of the new goods at the invoiced value of the goods up to the total value of the new goods at the time of such processing, transformation, combination or mixing. Where the customer acquires sole ownership of the new goods, they shall give us joint ownership of the resulting new goods at the invoiced value of the goods up to the total value of the new goods at the time of such processing, transformation, combination or mixing. The same trading conditions shall apply to the new goods produced by processing, transformation, combination or mixing as to the original goods.

6. We reserve all copyright to the documentation provided to the customer, and, in addition, all ownership rights to documents not expressly sold. Such documentation must not be made available to third parties. Their content shall be treated as confidential.

7. The risk shall pass to the customer upon transfer of the goods to the goods carrier and/or upon their despatch, or in the event of self-collection, upon their direct transfer to the customer or their representative. In the event of any delay attributable to the customer, the notification of readiness for despatch shall be sufficient for the transfer of risk.

8. In the event of a culpable but not intentional or grossly negligent delay in delivery, the customer may, for each full week of delay and to the exclusion of further claims, claim damages for proven losses of 0.5%, to a maximum total of 5% of the value of the portion of the delivery, for goods which cannot be used as part of the contract as a result of the delay.

9. The warranty shall, at our option, be subject to supplementary performance. We shall only bear the costs required for the purposes of such supplementary performance, in particular transportation, travel, labour and material costs, to the value of the defective goods. The customer may only make a deduction or withdraw from the contract in the event of final failure of supplementary performance. We shall only be liable for breach of contract in cases of intentional or gross negligence, as well as in the event of breach of contract, as well as for direct damages. The customer shall check the delivery immediately upon receipt. The customer shall lose his warranty rights in the event that he does not indicate in written form or in insufficient detail, at the point in time at which he determines these or at which he could have determined them, any defect or complaint about any other non-contractual delivery.

10. In the event of a recall of the goods, we shall as a gesture of goodwill calculate the costs of the recall or redemption for goods at a value of below 250 Euro at 40 Euro, or for a value in excess of 250 Euro, at a minimum of 10% of the net invoice value.

11. Customer claims under the contract shall expire at the latest within two years from the transfer of risk. In the event of supplementary performance in accordance with Item 9 of the GTC, the warranty period for defects shall expire 12 months following such supplementary performance. Supplementary performance shall normally be performed without admission of any legal liability and without prejudice in the form of goodwill, insofar as nothing to the contrary has been agreed in written form.

12. Any legal disputes arising from and in connection with the contract shall be governed by German law. The contract language shall be German.

13. The place of performance for all contractual principal and secondary obligations shall for both parties be Bayreuth. Where the customer is a registered merchant, legal person under public law or a public-law special fund, it shall be agreed that Rastatt shall be the place of jurisdiction for all disputes arising from this contract. We however retain the right to sue the customer in another jurisdiction, in particular in their place of residence or business as well as in the place of tort.

14. In the event that the customer perceives that individual terms contain areas of uncertainty, they must immediately notify us of these. Both parties shall replace unclear or invalid provisions with clear and effective provisions which best meet the interests of the parties.

15. The DISTRIBUTOR shall set up and continuously operate a computer-based monitoring system secured against loss of data and capable to monitor every delivery of PRODUCTS received from the MANUFACTURER. The monitoring system shall be continuously updated and shall warrant that the following PRODUCT information for a period of at least 15 years (70 years in case of TiO2Mesh) upon its first recording shall be made available to the MANUFACTURER on his first demand: batch number assigned by the MANUFACTURER, date of purchase from the MANUFACTURER, date of delivery to the ultimate customer or sub-distributor. “On the first demand” means that the DISTRIBUTOR shall forthwith submit the requested information to the MANUFACTURER, thus any right to withhold that information or any other adverse right be and is hereby excluded.

16. At any time the DISTRIBUTOR becomes aware of problems or difficulties relating to the PRODUCTS which problems or difficulties might appear, or have already appeared, in connection with patients or medical centers, the DISTRIBUTOR will relay forthwith any such information to the MANUFACTURER.