Streifeneder Unternehmensgruppe

General Terms of Sale and Policies

I. Area of Application

1. The following general terms of sale and policies are effective for all of our offers and contracts regarding goods and services. They apply to current as well as future business relations, event without express acknowledgment. Ifwe do not expressly agree to differing conditions of the other contractual party, those terms shall be not binding forus, even if we do not expressly voice our disagreement. The following general terms of sale and policies shall applyeven if we carry out an order having positive knowledge of opposing or aberrant terms of sale of the other contractual partner.
2. The contracts contain all the agreements in writing, that were reached between the other contractual party and us regarding the execution of the contracts. Supplements or modifications need to be confirmed by us in writing.
 

II. Offer and Conclusion of Contract

1. We can accept an order by the other contractual party, that is to be legally qualified as an offer to conclude a sales contract, within two weeks by sending a written order acknowledgement or by delivering the ordered goods within the same time period.
2. All our offers shall be subject to change and non-committal. An offer shall only be binding for us if we expressly mark it as binding.
3. During delivery period we reserve the right to modifications in construction or form, differences in color as well as variations of scope of delivery on the part of manufacturer, as long as the object of purchase is not substantially modified and as long as the alterations are reasonable for the client.
 

III. Terms of Payment

1. Our terms and price lists at the time of the order shall be relevant at all times, unless rising prices of preliminary products make it necessary to increase our prices at the time of delivery.
2. Our prices are ex works without packaging, unless confirmed otherwise in the order confirmation. Our prices do not contain the legal VAT. We will disclose the VAT separately in our invoice in its legally established percentage at the time of issuing the invoice.
3. Payments are due and payable, net, within 30 days of invoice date. We give our customers a 3% cash discount if payment is made within 8 days of invoice date and a 2% cash discount if payment is made within 14 days of invoice date. If a purchaser is unknown to us, if he is in default of payment regarding another order or if we receive a negative statement as to the solvency of an orderer, we will deliver only against payment in advance or against cash on delivery. In these cases there will be a 3% cash discount.
4. A payment is regarded as effective once we can dispose of the amount. In the case of payment by cheque payment will be regarded effective once the cheque has been cashed.
5. The Buyer shall be entitled to set-off, even if he claims defects or counterclaims, only if counterclaims have been established legally binding, if they have been accepted by us or if they are undisputed. He has a right of retention only if his counterclaim is resting on the same contractual relationship.
 

IV. Time of Delivery and Performance

1. Delivery dates or time limits are solely not binding unless expressly stated as binding dates. The delivery time as stated by us does not begin unless the technical questions have been clarified. The Buyer as well has to fullfill his obligations in proper form and in due time
2. If we or one of our suppliers are affected by operational hold-ups, if we suffer from a shortage of manpower, if there is a strike, a lock-out or a case of force majeure, we shall be authorised to extend our delivery times. For the duration of the hindrance we are absolved from any delivery commitments.
3. Delay in delivery requires a written reminder and an adequate additional grace period set by the customer of at least 14 working days.
4. Our liability is subject to the legal regulations and compensation is limited to foreseeable and typically occuring damages. A more farreaching liability is excluded in cases where we are responsible for delays. Further legally established claims and rights of the Buyer, that he can exercise in addition to the claims for damages remain unaffected.
5. As far as this is reasonable for the client, we are entitled to partial deliveries and partial performances at all times. Claims arising out of delay or warranty for defects are limited to the respective partial delivery.
6. We are authorized to claim the resulting damages and possible additional expenditures, if the Buyer is in default of acceptance. The same applies if the Buyer culpably neglects his obligations to co-operate. Upon default of acceptance or mora debitoris the risk of accidental impairment or destruction shall pass on to the Buyer.
 

V. Passing of risk - Shipment/Packaging

1. Loading and dispatch are at Buyer ́s risk. We shall give our best effort to make allowance for Buyer ́s wishes and interests when it comes to mode and type sequence of dispatch. Additional costs caused hereby – even if the parties had agreed upon „carriage paid“ – will be born by the Buyer. At Buyer ́s wish and at his cost we will ensure the delivery by means of a transport insurance.
2. We charge postage, freight and packaging at cost price. Orders with a net order value of more than 400,00 EUR will be delivered carriage paid and without packaging charge within Germany. As a basic principle, orders outside of Germany will be delivered freight forward. We reserve the right to charge a low quantity surcharge of 7,00 EUR if the net worth of an order does not exceed 50,00 EUR.
3. In accordance with the packaging ordinance we do not take back packaging for transport and other purposes with the sole exception of palettes. The Buyer shall procure disposal of the packaging at his own cost.
4. If dispatch is delayed by request or by fault of the Buyer, we will store the goods at Buyer ́s risk and cost. In this case our notice to Buyer that the goods are ready for dispatch shall be equivalent to actual dispatch.
 

VI. Legal Warranty/Liability

1. Buyer ́s claims for defects do not exist unless Buyer properly fullfills his duty to examine ex officio and meets the requirement to give notice of defects as stated in § 377 German Code of Commerce within 8 days after receipt of the goods. Notice of defects is to be given in writing, if necessary the device is to hand over to us. Defects in giving the notice are for Buyer ́s account.
2. If there is a defect of the goods that we can be held responsible for, we have a right to supplementary performance. This does not apply if the law gives us the right to deny supplementary performance. The Buyer has to grant us an adequate grace period for the supplementary performance. The supplementary performance can – at our choice – either consist in removal of the defect or in supplying a new good free of defects instead. If we decide to remove the defect, we do so at our own cost and carry the necessary expenditures. As an exception to this rule however, we do not carry the cost occuring due to the fact that the merchandise is at that time located at another place than the place of performance. In case that the supplementary performance should fail, the Buyer may choose between demanding that we lower the price (abatement of the purchase price) or declare cancelation of the contract. The supplementary performance shall be reckoned as failed if we have tried twice in vain to cure
the defect. However further efforts may be deemed adequate and reasonable for the Buyer due to the subject matter of the contract.
3. The Buyer ́s warranty claims shall prescribe within a year after delivery.
4. An assertion is excluded as far as the defect is one arising out of promotional statements or other contractual agreements that were not made by us. The same applies if the Buyer has given a special guarantee to the consumer. We are released from that obligation as well if the Buyer himself due to statutory regulations is not liable to the consumer or if he simply has not made that objection when faced with such a claim. We shall furthermore not be deemed liable if the Buyer has taken over warranties for the consumer that exceed the legal proportion.
5. We are not to be held liable for professional servicing of the patients. It is the clients duty to procure that the device is adjusted to the special needs of the patient. In this process the patient always has to receive a copy of our user ́s manual. The client releases us from any responsibilityfor damages of third parties resulting from neglecting the aforesaid duty.
6. Not until supplementary performance has failed may the Buyer claim damages for defects according to the following conditions. The Buyer ́s right to claim more farreaching damages remains untouched hereby.
7. Buyers claims for damages due to defects shall prescribe within a year after delivery.
8. If no substantial contractual duties are breached, claims for damages against us shall be excluded in case of slight negligence. A more farreaching liability is excluded without consideration of the legal nature of the stated claim. This applies especially to claims from tort or claims for reimbursement of futile expenditures in lieu of performance.As far as our liability is excluded, the same applies for the personal liability of our staff, employees, collaborators,representatives and auxiliary persons. We are not to be held liable for deliberate actions of our auxiliary persons.
 

VII. Other Return Shipments

1. Returns of goods due to other causes than warranty of defects will only be accepted after prior notice and coordination of the return, always assuming that the respective goods are in good order and condition. We reserve the right to charge a service fee of 10% of the net value of goods (minimum fee 15,00 EUR), if goods are returned more than a month after invoice date. If goods are returned more than three months after invoice date, the service fee will be at least 20%, depending on the order and condition of the goods. We do not accept returns on made to measure and custom-made goods.
 

VIII. Reservation of Title

1. Until fullfillment of all our monetary claims, including due balances from a current account, that we currenty have or will have in the future against the Buyer, the delivered goods (reserved goods) remain our property. In case of breach of contract by the Buyer, for example default of payment, we have the right to demand the return of the goods within an adequate period of time. If we do take back the reserved goods this entails resignation of the contract. If we choose to distrain upon the reserved goods, this entails resignation of the contract. We are entitledto exploit the goods upon their return. After deducting an adequate amount for realization costs, we will set off the proceeds from realization against the amount legally due to us by the Buyer.
2. The customer may undertake to sell and/ or use the goods that are subject to the reservation of title properly in the usual course of business as long as he is not in default of payment. Security transfers and pledging of goods are not permitted. The Buyer assigns by now all pecuniary claims resulting from selling-on or from any other legal grounds (insurance, tort) by way of security to us. This includes claims arising out of due balances on current accounts. We hereby accept the assignment. We revocably authorize the Buyer to collect the dues assigned to us for his own acount. This collection authorization may be revoked at any time, if the Buyer does not properly fullfill his financial obligations. The Buyer is not entitled to assign those dues to third parties, not even for collecting them by way of factoring. As an exception to the aforesaid rule, the Buyer may assign those dues to a Factor if at the same time of the assignment an obligation of the Factor is created to render counter-performance directly to us as long as we still have dues against the Buyer.
3. In case of processing or dissipation of the goods subject to reservation of title, these actions by the Buyer are undertaken for us. If the reserved goods are processed together with other goods that do not belong to us, we will acquire automatically joint-ownership of the new good at the ratio of the value of the reserved goods (total amount of invoince including VAT) in proportion to the value of the other processed goods at the time of processing. As far as the new good created by processing the same applies as for the reserved goods. In event of unseparable blending of the reserved goods with other goods that do not belong to us, we will gain joint-ownership of the new good at the ratio of the value of the reserved goods (total amount of invoince including VAT) in proportion to the value of the other processed goods at the time of blending. If as a consequence of the
blending process the good owned by the Buyer is to regard as the principal thing, the parties agree that the Buyer transfers proportionate joint ownership to us and that we accept this transfer of property. The Buyer shall store our sole- or co-propriety for us.
4. If third parties take hold of the reserved goods, especially by means of distraint, the Buyer will point out our property and notify us without undue delay, so that we can enforce our proprietory rights. If and to the extent to which the third party in this context is not able to refund our judicial and extrajudicial costs, the Buyer will answer to those costs.
5. We are obliged to release securities upon written request insofar as the viable value of the securities held by us surpasses the guaranteed claims verifiably by more than 10%. In this course, we have the right to choose which securities we will release.
 

VIIII. Place of Performance, Legal Venue, Applicable Law

1. The place of performance and the proper venue for all claims arising out of deliveries and payments (as well as actions on cheques and bills of exchange) is the competent local court at Streifeneder‘s principal place of business.However, we reserve the right to sue the customer at his domicile and/ or principal place of business.
 

X. Alternative Dispute Resolution to Article 14.1 Regulation on ODR and Articel 36.

Streifeneder does not participate in extra-judicial dispute settlement proceedings before a consumer dispute resolution body.

XI. Severability Clause

1. If any provision of these General Terms of Sale and Policies were to be invalid, the validity of the remaining provisions remains unaffected.2. The parties agree that in lieu of the invalid provision or to complete a fragmentary provision a fit clause shall apply. This fit clause shall comprise the provisions the parties would have made if they had thought of the respective point at issue at the time of conclusion of the contract.
2. The relationship between the contractual parties shall be exclusively governed by the laws of the Federal Republic of Germany. Neither the uniform law on the International Sale of Goods nor the law about the conclusion ofinternational sales contracts on goods is expressly excluded shall be of application.