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Terms & Conditions

Sales, delivery and payment conditions of IC Medical GmbH

As of March 7, 2023

1. General

1.1. All deliveries and services are provided by IC Medical exclusively under the validity of these sales, delivery and payment conditions. Different or supplementary conditions only apply if IC Medical expressly agrees.

1.2. By accepting delivery, the customer agrees to the exclusive validity of these terms and conditions of sale, delivery and payment. Silence regarding the customer’s deviating terms and conditions or orders is not to be regarded as consent from IC Medical.

1.3. The contract, order and complaint language is German, unless otherwise agreed.

2. Offer, conclusion of contract and contract content

2.1. Unless they are expressly designated as a binding offer, all offers and cost estimates are subject to change and non-binding.

2.2. The written order confirmation or offer from IC Medical is decisive for the content of a contract. Written and oral orders are deemed to have been accepted upon the creation of a written order confirmation or delivery of the ordered goods. If a written order confirmation is not issued, the invoice fulfills this function. The contract is concluded in accordance with the order confirmation or the offer if the customer has no objections to the content of the order confirmation or the offer and does not immediately object to it in writing.

2.3. To be effective, all additional agreements, changes and additions to the General Terms and Conditions must be in writing. This also applies to the waiver of this written form requirement.

2.4. We reserve ownership rights and copyrights to illustrations, drawings, calculations, files and other documents or aids. They must be treated confidentially and may not be made accessible to third parties. Their disclosure to third parties, in whatever form, always requires the express written consent of IC Medical.

2.5. By concluding the contract, the customer does not acquire any rights of any kind to the intellectual property or industrial property rights of IC Medical. The customer undertakes to protect any intellectual property and industrial property rights of IC Medical or its suppliers and is liable for all damages resulting from a breach of this obligation.

2.6. The place of performance and jurisdiction is Schorndorf (Baden-Württemberg / Germany). The legal relationships between IC Medical and the contractor are subject to the law of the Federal Republic of Germany to the exclusion of international uniform law. In particular, the application of the UN Convention on Contracts for the International Sale of Goods is excluded.

2.7. Product descriptions in the IC Medical online shop do not represent a binding offer, but rather serve to enable the customer to submit a binding offer. The customer can submit a legally binding contractual offer in the IC Medical online shop for the selected products and/or services stored in the virtual shopping cart upon completion of the electronic ordering process by clicking the final button.

The customer can also submit the offer to IC Medical by telephone, fax, email, post or online contact form.

IC Medical can accept the customer’s offer/order from the online shop within 5 days by sending the customer a written confirmation in the form of an email, a fax or a letter.

If IC Medical does not accept the offer from the online shop within 5 days, this is considered a rejection of the offer with the result that the customer is no longer bound by his declaration of intent.

Before bindingly submitting the order via the IC Medical GmbH online shop, the customer can identify any input errors by carefully reading the information displayed on the screen.

The customer must ensure that the email address provided is correct so that the emails sent by IC Medical GmbH regarding the order can be received. In particular, when using SPAM filters, the customer must ensure that all emails sent by IC Medical GmbH or by third parties for order processing can be delivered.

If special conditions have been agreed between the parties, these generally do not apply to current and future contractual relationships with the customer.

In general, there is no right of return for entrepreneurs. Business is only carried out in the business-to-business area (B2B – also known as company to company). Freelancers within the meaning of Section 14 of the German Civil Code (BGB) also count as entrepreneurs.

3. Documents, subject to change

The information contained in brochures and similar documents as well as in the IC Medical GmbH online shop and the information provided with an offer are only approximate values and are only relevant as such unless they are expressly designated as binding. Changes to the technical design of the ordered goods are permitted unless this results in a significant functional change or the purchaser proves that the change is unreasonable for him.

4. Delivery

4.1. The confirmed delivery times begin on the date of the order confirmation. In no case do they begin before the documents, payments, payment advice, approvals or releases to be obtained by the customer have been provided.

4.2. We reserve the right to make design, shape, color, software and hardware changes that lead to an improvement in quality or performance or are necessary due to legal or standardization requirements, provided the changes are not essential or otherwise unreasonable for the customer. Changes to the technical design of goods that have already been ordered are permitted, unless this results in a significant functional change or the purchaser proves that the change is unreasonable for him. This also applies to the dimensions and weights of the delivery item.

4.3. IC Medical is entitled to make partial deliveries, which can be billed separately, provided this is reasonable for the customer in his interest. A partial delivery is particularly reasonable if it does not relate to individual parts that were sold as belonging together.

4.4. The delivery dates specified by IC Medical are non-binding. It goes without saying that compliance with the specified delivery dates is top priority at IC Medical.

4.5. Unless otherwise agreed, delivery is always at the customer’s expense and risk. The risk passes to the customer upon handover to the freight forwarder or transport person. Delivered items must be accepted by the customer, even if they have minor defects. If goods are delivered with obvious transport damage, they must be reported to the delivery person immediately and reported to IC Medical.

4.6. The laying of gas, water and electrical connections is not part of the delivery program. Required connections (including any safety measures such as FI protection or Aqua stop etc.) must be created by the buyer himself, taking into account the applicable standards and regulations.

4.7. IC Medical participates in a system to ensure the comprehensive return of sales and outer packaging in accordance with the Packaging Act in Germany. Transport and all other packaging within the meaning of the Packaging Act will not be taken back. The customer is obliged to ensure that the transport packaging is taken back and recycled at his own expense.

4.8. The export of certain goods may, for example, lead to authorization requirements due to their type, intended use or final destination. In the event of exports, the customer’s attention is hereby drawn to the relevant national and international export regulations, such as the export control regulations of the European Union.

4.9. Deliveries to the customer are subject to national or international foreign trade regulations, embargoes or other legal prohibitions.

5. Delay in delivery, force majeure

5.1. In the event that IC Medical fails to meet a delivery date, the customer must expressly set an appropriate grace period (but at least 15 working days) depending on IC Medical’s current order situation. In the event that this grace period expires unused or IC Medical declares that it cannot deliver, the customer is entitled to withdraw from the contract. Withdrawal must be made in writing within one week after the grace period or declaration from IC Medical has expired. In the case of framework contracts or successive delivery contracts, the right of withdrawal is limited to the specific delivery or partial delivery.

5.2. The delivery period can be extended appropriately in the event of subsequent changes requested by the customer.

5.3. If the agreed delivery deadline cannot be met due to force majeure, the delivery deadline will be extended appropriately, but in any case by the period until the obstacle disappears. IC Medical will inform the customer immediately about such a case. All claims (in particular claims for damages) of the customer due to a delay in delivery or withdrawal from the contract due to force majeure are excluded.

5.4. Force majeure events include all events the causes of which are beyond the control of IC Medical, including, but not limited to:

5.4.1. Labor disputes of any kind, difficulties in obtaining materials or transportation, closed borders, government orders, export embargoes or other circumstances affecting IC Medical operations; or

5.4.2. Pandemics, acts of war, riots/revolution, terrorism, sabotage, arson, fire, natural disasters, failure to obtain required official approvals; or

5.4.3. Delivery delays or failures of a pre-supplier or partner of IC Medical, as a result of energy crises or raw material supply crises, or if the procurement of raw materials cannot be carried out under economically reasonable conditions in terms of price and/or quantity and this is not the case when the contract is concluded for IC Medical was foreseeable, as well as for all other causes for which IC Medical is not responsible.

5.5. Liability for claims for damages by the customer is excluded in the event of slightly negligent behavior in connection with a delay in delivery or the resulting withdrawal from the contract. In any case, IC Medical is not liable for lost profits or indirect damages due to failure to meet a delivery date.

6. Prices

6.1. Unless otherwise agreed, the currently valid prices apply, with the price being calculated according to the conditions announced on the day of dispatch.

6.2. All prices are in euros, plus any applicable taxes, unless another currency has been agreed with the customer. Payments may only be made in the agreed currency. Additional additional costs incurred must be borne by the purchaser.

6.3. In the case of different delivery addresses, drop shipping and unless otherwise agreed with the customer, the additional costs incurred (packaging, transport) will be charged to the customer.

6.4. In the event of small quantities, the conditions of which must be communicated to the customer, IC Medical reserves the right to charge a small quantity surcharge or a processing fee.

6.5. Returns of goods, to which IC Medical is generally not obliged, are only permitted if the goods are in a resalable condition, are in their original packaging and the customer accepts a processing fee to be agreed separately.

7. Payment terms

7.1. Unless otherwise agreed or order confirmation, invoices within 10 days of the invoice date are strictly net. Repairs and other services are to be paid net within 10 days.

7.2. If outstanding claims arise from deliveries for which there is no retention of title or for which this has already expired, incoming payments must first be credited against these claims and only after they have been fully covered against claims for which retention of title still exists. Partial payments by the purchaser must first be offset against accrued costs and other additional charges (e.g. default interest, reminder fees), and only then against outstanding claims from deliveries. Any other payment instructions from the customer are invalid.

7.3. If the customer’s payment is jeopardized because a significant deterioration in the customer’s financial circumstances occurs or threatens to occur after conclusion of the contract, IC Medical is entitled to make all claims due for payment immediately.

7.4. IC Medical reserves the right to invoice the agreed service by post or electronically by email. All transmissions to the e-mail or other electronic address provided by the customer are deemed to have been received by the customer upon sending.

8. Retention of title

8.1. The delivery item remains the property of IC Medical (reserved subject matter) until all claims arising from the business relationship with the customer have been paid in full. The customer must treat the reserved item with care and insure it adequately.

8.2. The purchase price claim for the goods delivered under retention of title is deemed to have been assigned to IC Medical as security if they are resold by the customer (extended retention of title). Upon request, the customer must inform IC Medical of the assigned claims and their debtors, as well as provide all information required for collection and hand over the associated documents.

8.3. As long as the retention of title exists, the customer may not pledge the goods delivered to him by IC Medical. Conclusions of financing contracts (e.g. leasing) that include the transfer of reserved rights require the prior written consent of IC Medical, unless the contract obliges the financing institution to pay the portion of the purchase price due to IC Medical directly to IC Medical. The customer is prohibited from making agreements with his customers that could affect IC Medical’s property rights.

8.4. IC Medical is entitled to withdraw from the contract and to retrieve the delivered goods if the customer behaves in breach of contract, in particular in the event of late payment. Any transport costs incurred in this context will be borne by the customer. The customer also bears responsibility and liability until the returned goods have arrived at IC Medical. The customer hereby expressly and irrevocably permits IC Medical to enter its business and storage premises unhindered and to take the goods with them.

8.5. The customer undertakes to reimburse IC Medical for all damages and costs resulting from a breach of the above obligations and from necessary intervention measures against third-party access to the goods.

9. Warranty

9.1. IC Medical only provides a warranty for properties of the contractual goods that have been expressly agreed to in writing and are legally prerequisites on the day of the transfer of risk to the extent of the following provisions. IC Medical does not provide any warranty for defects that occur due to normal wear and tear, improper handling or use, improper storage or other actions or omissions by the customer or third parties. IC Medical also provides no warranty for the specific suitability or use or usability of the contractual goods unless these have been expressly agreed in writing.

9.2. The customer is expressly obliged to immediately check the goods for defects after delivery. If the customer wishes to use or resell the defective and complained goods, this requires the prior written consent of IC Medical. The following provisions also apply to the assertion of defects:

9.2.1. In the case of quantity deficiencies (exceeding or undershooting the delivery quantity according to the contract), the notification of defects must be made immediately, but in any case within five days of receipt of documents

indicate the weight or quantity of the quantity delivered or after delivery;

9.2.2. provided there are quality defects when inspecting the goods or their packaging or through

If samples can be taken, the notification of defects must be made immediately, but in any case within five days of delivery;

9.2.3. If quality defects cannot be immediately identified through inspection or by taking samples, notification of defects must be made immediately after the defects have been discovered. Defects/complaints raised later cannot be taken into account.

9.3. In the event of complaints about defects, the customer must describe the goods precisely, state the defects complained about individually and in detail and at the same time provide IC Medical with documents that can be used as evidence

To make available. The report must be made in writing to IC Medical and, if transport damage is suspected, also directly to the freight forwarder. If the notification of defects is not made in accordance with the above-mentioned provisions, all warranty, compensation and other claims of the purchaser are excluded.

9.4. The customer will store the goods properly until the matter has been clarified and insure them in accordance with the purchase price in the interests of both contracting parties.

9.5. The warranty is excluded with regard to defects that do not or only insignificantly affect the value and suitability of the goods for normal use that can be recognized by IC Medical.

9.6. A defect in the delivery can be remedied by repairing the delivered goods free of charge or exchanging them at IC Medical’s discretion. In the event of an exchange of goods, the customer is obliged to return the replaced or exchanged goods or parts to IC Medical. This also applies to parts for repairs outside of the warranty.

9.7. If improvement or replacement is impossible or involves disproportionate effort for IC Medical, the customer has the right to a price reduction. Any claims beyond this, in particular the right to conversion, compensation for damages including lost profits or replacement, are excluded to the extent legally permissible. The legal presumption that the goods were defective when handed over if a defect occurs within the first six months after handover is excluded.

9.8. The limitation period for warranty claims regarding new goods is 12 (twelve) months from the transfer of risk, and 6 (six) months for used goods.

9.9. IC Medical may refuse to remedy defects as long as the customer is in default with his obligations.

9.10. In the event of natural wear and tear or if the delivered goods have been modified arbitrarily and/or through the installation of third-party parts and accessories and it cannot be ruled out that the defect is due to this, defect and warranty claims are excluded.

10. Liability

10.1. Liability of IC Medical for minor negligence is completely excluded, with exceptions and mandatory statutory provisions.

10.2. Claims for damages that exist in principle are limited to the amount of the purchase price of the delivery in question. Liability for lost profits, indirect damages and consequential damages are excluded.

10.3. To the extent that IC Medical’s liability for damages is excluded or limited, this also applies with regard to the personal liability of employees, employees, employees, representatives and vicarious agents.

10.4. Claims for damages by the customer due to the defectiveness of the delivered goods themselves, which are not raised within 6 (six) months of knowledge of the damage, but at the latest within 12 (twelve) months of delivery, are considered time-barred. For other claims for damages, they must be made within 12 (twelve) months of becoming aware of the damage and

must be brought against the tortfeasor, otherwise they will again be considered time-barred. If such limitation periods for asserting claims for damages cannot be legally agreed, these limitation periods are deemed to have been extended to the shortest possible permissible minimum period.

10.5. The applicability of the reversal of the burden of proof in accordance with Section 1298 ABGB is excluded.

11. Product liability

11.1. The customer may only use the goods manufactured or placed on the market by IC Medical for their intended purpose and must ensure that they are only made available for intended use by people who are familiar with the product risks and the intended use or that they are only placed on the market by such persons.

11.2. When using the goods delivered by IC Medical, the customer is obliged to comply with his obligation to warn under product liability law, including with regard to the goods delivered by IC Medical.

11.3. The customer is obliged to monitor the products he has placed on the market for harmful properties or dangerous consequences of use even after they have been placed on the market and to follow the development of science and technology with regard to such products and to inform IC Medical immediately of any errors identified by IC based on these observations Medical delivered goods to be notified.

12. Return Policy

12.1. Unless otherwise stipulated in these General Terms and Conditions, it is not possible for the customer to withdraw from the contract, exchange goods or return goods for any other reason.

12.2. Orders for custom-made products cannot be canceled. If this nevertheless happens, IC Medical will invoice all the work carried out or parts processed up to that point up to a maximum amount that corresponds to the value of the entire delivery.

13. Disposal of electrical and electronic equipment

IC Medical takes back old devices (electrical and electronic devices) within the meaning of the Electrical and Electronic Equipment Act (ElektroG) that were placed on the market as new devices in Germany after August 13, 2005 and treats or disposes of these old devices at its own expense in accordance with the applicable legal regulations. The WEEE registration number is DE 31076039. The return of old devices requires that the old devices be brought to IC Medical at the customer or user’s expense and risk. Old devices will not be collected or collection points set up. The dismantling of old devices is the sole responsibility of the customer or user.

14. Final provisions

14.1. Declarations on behalf of IC Medical are only legally binding if they are made in the required number by authorized persons (i.e. managing directors, authorized representatives, authorized representatives).

14.2. All agreements between IC Medical and the customer must be in writing. Verbal additional agreements are invalid. Changes and additions to these general terms and conditions are therefore only effective if agreed in writing. The requirement for written form is also satisfied by email.

14.3. If individual provisions of an individual contract or these general terms and conditions are wholly or partially ineffective, the remaining provisions remain in effect. In the event of partial invalidity, the contractual partners undertake to replace the ineffective provisions with provisions that correspond as closely as possible to the purpose of the ineffective provisions.

14.4. The purchaser’s legal successors are also bound to the obligations arising from contracts concluded on the basis of these terms and conditions.

14.5. The customer undertakes to immediately announce any change in the status of the customer’s person or company as well as any change in the business address during the ongoing business relationship with IC Medical.

14.6. IC Medical is entitled to change or supplement these terms and conditions at any time. The change comes into force upon notification to the customer and applies to all transactions concluded after this point in time.