Terms and conditions

of AXNAR GmbH (hereinafter referred to as “we”) and customers (hereinafter referred to as “Buyer”).

General conditions of sale

§ 1 Applicability

(1) These General Terms and Conditions of Sale shall apply exclusively. Deviating or conflicting terms and conditions shall not be recognised by us unless we have expressly agreed to them in writing.
(2) These Terms and Conditions of Sale shall also apply to all future transactions between the contracting parties and also, if we carry out the delivery of the goods in the knowledge of deviating or conflicting terms and conditions.
(3) These General Terms and Conditions of Sale shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section
310 (1) of the German Civil Code (BGB).

§ 2 Offer and conclusion of contract

(1) All our offers are subject to change and non-binding unless they are expressly marked as binding or contain a specific acceptance period. We can accept orders or commissions within [14] days of receipt.
(2) The legal relationship between the Buyer and us shall be governed solely by the purchase contract concluded in writing, including these General Terms and Conditions of Sale. This contract fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Oral promises made by us prior to the conclusion of this contract are not legally binding and oral agreements between the contracting parties are replaced by the written contract, unless expressly agreed otherwise between the contracting parties.
(3) Supplements and amendments to the agreements made, including these General Terms and Conditions of Sale, must be in writing to be effective. With the exception of managing directors or authorised signatories, our employees are not entitled to make verbal agreements that deviate from the written agreement. Transmission by telecommunication, in particular by e-mail, shall be sufficient to comply with the written form.
(4) Information provided by us on the object of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximately
authoritative, unless usability for the contractually intended purpose requires exact

conformity. They are not guaranteed quality features, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements as well as the replacement of components with equivalent parts are permissible insofar as they do not impair the usability for the contractually intended purpose.

§ 3 Prices, payment

(1) Our prices are ex works/warehouse, plus the respective statutory value added tax and

excluding the costs of packaging, unless expressly agreed otherwise.

(2) The purchase price is due for payment net within the period stated in the invoice. After the due date, interest on arrears shall be charged at a rate of 9 percentage points above the respective base interest rate per annum. We reserve the right to assert further damage caused by default.
(3) For returns accepted by us as a gesture of goodwill, which are based exclusively on the buyer’s request and for which we are not responsible for the reasons (faulty orders and the like), we charge a handling fee of 3% of the net value of the goods, but at least €50.00.

§ 4 Offsetting, retention

The buyer is only entitled to set-off insofar as his counterclaims are undisputed or have been

legally established. The buyer is only entitled to assert rights of retention on the basis of counterclaims from the same contractual relationship.

§ 5 Delivery and delivery time

(1) Deliveries shall be made ex works/warehouse.

(2) Deadlines and dates for deliveries and services promised by us are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarder, carrier or other third party commissioned with the transport, unless expressly stated otherwise by us. The delivery of the object of purchase is subject to the timely and proper fulfilment of the buyer’s obligations. The defence of non-performance of the contract remains reserved. In the event of default in acceptance or other culpable breach of duties to cooperate on the part of the buyer, we shall be entitled to compensation for the resulting damage, including any additional expenses. We reserve the right to assert further claims. In this case, the risk of accidental loss or accidental deterioration of the goods shall pass to the buyer at the time of default of acceptance or other breach of duties to cooperate.
(3) We may – without prejudice to our rights arising from default on the part of the Buyer –

demand from the Buyer an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period during which the Buyer fails to meet its contractual obligations towards us.
(4) We shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events that were not foreseeable at the time of conclusion of the contract (e.g. operational disruptions of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining the necessary official permits, pandemics or epidemics, official measures or the non-delivery, incorrect delivery or late delivery by suppliers despite a congruent hedging transaction concluded by us) for which we are not responsible. If such events make it considerably more difficult or impossible for us to deliver or perform and the hindrance is not only of temporary duration, we are entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service deadlines shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the purchaser cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by means of an immediate written declaration to us.
(5) We are only entitled to make partial deliveries if

– the partial delivery is usable for the buyer within the scope of the contractual intended purpose,
– the delivery of the remaining ordered goods is ensured and

– the Buyer does not incur any significant additional expense or costs as a result (unless
we agree to bear these costs).
(6) If we are in default with a delivery or service or if a delivery or service becomes impossible for us, for whatever reason, our liability for damages shall be limited in accordance with § 9 of these General Terms and Conditions of Sale.

§ 6 Transfer of risk, shipment

If the goods are dispatched at the request of the buyer, the risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the time of handover to the forwarding agent, carrier or other third party entrusted with the transport.
The goods sold may only be offered, sold or dispensed in the unaltered original packaging. Individual sales of partial quantities or parts, e.g. of a clinic pack or similar, are not permitted.
§ 7 Retention of title

(1) The goods remain our property until all payments have been received in full. In the event of breach of contract by the buyer, including default of payment, we shall be entitled to take back the goods.
(2) The buyer shall handle the goods with care, insure them appropriately and, if necessary, maintain them.
(3) Insofar as the purchase price has not been paid in full, the buyer must inform us immediately in writing if the goods are encumbered with third-party rights or exposed to other third-party interventions.
(4) The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, he already now assigns to us all claims from such a resale, regardless of whether this takes place before or after any processing of the goods delivered under retention of title. Irrespective of our authority to collect the claim ourselves, the buyer shall remain authorised to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long and insofar as the buyer meets his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no cessation of payments.
(5) Insofar as the above-mentioned securities exceed the claims to be secured by more than 10%, we are obliged to release the securities at our discretion at the request of the buyer.

§ 8 Warranty

(1) The delivered items shall be inspected carefully immediately after delivery to the buyer or to the third party designated by the buyer. With regard to obvious defects or other defects which would have been recognisable in the course of an immediate, careful inspection, they shall be deemed to have been approved by the buyer if we do not receive a written notice of defect within (seven) working days after delivery. With regard to other defects, the delivery items shall be deemed to have been approved by the buyer if the notice of defect is not received by us within (seven) working days after the point in time at which the defect became apparent; if the defect was already apparent at an earlier point in time during normal use, however, this earlier point in time shall be decisive for the commencement of the period for giving notice of defect. At our request, a delivery item which is the subject of a complaint shall be returned to us carriage paid. In the event of a justified complaint, we shall reimburse the costs of the most favourable shipping route; this shall not apply if the costs increase because the delivery item is located at a place other than the place of intended use.
(2) The warranty period shall be one year from delivery or, if acceptance is required, from

acceptance. This period does not apply to claims for damages by the purchaser arising from injury to life, limb or health or from intentional or grossly negligent breaches of duty by us or our vicarious agents, which shall each be time-barred in accordance with the statutory provisions.
(3) In the event of material defects in the delivered items, we shall first be obliged and entitled to rectify the defect or make a replacement delivery at our discretion within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the buyer may withdraw from the contract or reduce the purchase price appropriately.
(4) If a defect is due to our fault, the customer may claim damages under the conditions set out in paragraph § 9.
(5) In the event of defects in components from other manufacturers or rights holders, which we are unable to remedy for licensing or other legal or factual reasons, we shall, at our discretion, assert the warranty claims to which we are entitled against the manufacturers and suppliers for the account of the purchaser or assign them to the purchaser. Warranty claims shall only exist against us in the case of such defects under the other conditions and in accordance with these General Terms and Conditions of Sale if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the purchaser against us shall be suspended.
(6) In the event of a defective instruction manual required by law, we shall only be obliged to supply a defect-free instruction manual if the object of purchase has not already been used without defects.
(7) The warranty shall not apply if the buyer modifies the delivery item or has it modified by a third party without our consent and the rectification of the defect becomes impossible or unreasonably difficult as a result. In such a case, the purchaser shall bear the additional costs of remedying the defect resulting from the modification.
(8) Any delivery of used items agreed with the buyer in individual cases shall be made to the exclusion of any warranty for material defects.

§ 9 Liability for damages due to fault

(1) Our liability as Seller for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contractual negotiations and tort, shall be limited in accordance with the provisions of this § 9, insofar as fault is relevant in each case.

(2) We shall not be liable in the event of simple negligence on the part of our organs, legal

representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Material contractual obligations are the obligation to deliver and install the delivery item in due time, its freedom from defects of title as well as such material defects that impair its functionality or usability more than insignificantly, as well as advisory, protective and custodial obligations that are intended to enable the buyer to use the delivery item in accordance with the contract or are intended to protect the life or limb of the customer’s personnel or to protect the customer’s property from significant damage.
(3) Insofar as we are liable on the merits for damages in accordance with § 9 para. 2, this liability shall be limited to damages which we foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which we should have foreseen by exercising due care. Indirect damage and consequential damage which are the result of defects in the delivery item are also only eligible for compensation insofar as such damage is typically to be expected when the delivery item is used as intended. The above provisions of this paragraph 3 shall not apply in the event of intentional or grossly negligent conduct on the part of members of our executive bodies or our senior employees.
(4) In the event of liability for simple negligence, our obligation to pay compensation for property damage and further financial losses resulting therefrom shall be limited to an amount of 5,000,000 EUR per case of damage, even if this involves a breach of material contractual obligations.
(5) The above exclusions and limitations of liability shall apply to the same extent in favour of

our executive bodies, legal representatives, employees and our other vicarious agents.

(6) Insofar as we provide technical information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by us, this shall be done free of charge and to the exclusion of any liability.
(7) The limitations of this § 9 do not apply to our liability for intentional conduct, for

guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act or corresponding special statutory regulations and ordinances.

§ 10 Obligations for resellers regarding storage conditions to be complied with and traceability of medical devices and personal protective equipment
(1) The Buyer undertakes towards us in the form of a genuine contractual obligation to comply with the statutory provisions and binding EU regulations in the event of their application to the object of purchase
– to store the object of purchase, as long as it is under his responsibility, in accordance

with the storage and transport conditions of the manufacturer, Art. 14 para. 3 MDR/IVDR.

It is pointed out that medical devices are sold which require careful storage under certain conditions. For test sets in particular, the storage and transport temperature specified by the manufacturer must be observed.
– to inform us immediately of any concerns about the compliance of the purchased item with the MDR or IVDR and to further cooperate with us and any authorities to ensure that, if necessary, the necessary corrective action is taken to bring the product into compliance, withdraw it from the market or recall it, Art. 14 (4) MDR/ IVDR.
– to ensure the traceability of its customers in accordance with the MDR and/or in

accordance with the IVDR, in particular to keep a register of complaints in accordance with Article 14(5) MDR/IVDR, to cooperate with the manufacturer and to communicate its contact address to the manufacturer without delay in order to fulfil its obligations under Article 14(4) MDR/IVDR.
(2) The aforementioned obligations shall continue to apply for the period after termination of the business relationship.

§ 11 Application of the Incoterms

The Incoterms shall apply to any sale of goods.

§ 12 Inspection/maintenance and similar orders

Insofar as we undertake inspection, maintenance or other work on the customer’s equipment or equipment and medical devices provided by the customer, this expressly does not release the customer from its statutory obligations and its liability under the Medical Devices Implementation Act and the MDR. We expressly do not enter into the legal position of the customer as operator and also do not assume his liability resulting therefrom.

General purchasing conditions

§ 1 Validity
(1) These purchase conditions apply exclusively. Deviating or conflicting conditions will not be accepted by us unless we have expressly agreed to them in writing.

(2) These purchase conditions also apply to all future transactions between the parties as well as if we accept the goods without reservation in knowledge of different or conflicting conditions.

(3) These General Purchasing Conditions apply only to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 abs. 1 BGB.

§ 2 Offer, acceptance
The seller is obliged to accept this order within a reasonable period of time, but at the most within a period of two weeks.
The delivery date indicated in the order is binding.

§ 3 Prices, payment
(1) The price is for free delivery, including the respective statutory value added tax as well as including the costs for packaging, unless expressly agreed otherwise.

(2) The purchase price is payable within 14 days from proper invoicing within 30 days from proper invoicing net.

§ 4 Set-off, retention
We are entitled to set-off and retention rights to the full extent of the law.

§ 5 Delivery
(1) All delivery dates mentioned in the order or otherwise agreed upon are binding.

(2) The seller is obliged to inform us immediately of any impending or occurred non-compliance with a delivery date, its causes and the expected duration of the delay. The occurrence of the delay in delivery remains unaffected.

(3) In the event of delay in delivery, we are entitled to all legal claims.

§ 6 Transfer of risk, dispatch
The risk of accidental loss or accidental deterioration of the goods passes to us with proper and complete delivery free of charge at the specified destination.

§ 7 Liability for defects, warranty
(1) We are entitled to statutory warranty rights without restriction. In particular, we are entitled, at our discretion, to demand elimination of the defect or delivery of a defect-free thing or damages.

(2) In case of danger in default, we are entitled, after appropriate notification to the seller, to remedy defects at the expense of the seller himself.

(3) Warranty claims for defects expire 36 months after the transfer of risk.

(4) We will check the goods within a reasonable period of time for any deviations in quality and quantity and complain about any deviations; the complaint is timely, provided that it is received by the supplier within a period of two weeks, calculated from receipt of goods or in the case of hidden defects from discovery.

§ 8 Product liability, insurance
(1) The seller is obliged to indemnify us from any liability towards third parties or from claims of third parties arising from the production, delivery, storage or use of the delivered goods on first request. The exemption obligation does not apply insofar as the claim is based on grossly negligent or intentional breach of duty on our part.

(2) The seller is obliged to always maintain a product liability insurance with a sufficient minimum coverage amount of € 5,000,000 per personal injury or property damage during the term of this contract. Any further claims for damages remain unaffected.

§ 9 Legal defects
(1) The seller guarantees that the goods are delivered free of rights of third parties and that no rights of third parties are violated by the delivery. In this respect, the seller indemnifies us from any claims of third parties on first request.

(2) Claims arising from legal defects are time-barred pursuant to § 7 (3).

§ 10 Application of Incoterms
For every purchase of goods, the Incoterms are used.
§ 11 Choice of law, place of jurisdiction

(1) This contract is subject to the law of the Federal Republic of Germany (to the exclusion of the UN Sales Convention).

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Hamburg.