General terms and conditions of sale and delivery of Saphenus Medical Technology GmbH

1. General

The following terms and conditions of sale and delivery apply to all business relations of Saphenus Medical Technology GmbH (hereinafter referred to as "Saphenus") and its affiliated companies with customers. The customer recognizes them as binding for him or her when placing an order. Deviating, conflicting or supplementary general terms and conditions / conditions of purchase of customers shall not become part of the contract, even if known. If conditions are agreed in writing in the contract which deviate from these terms and conditions of sale and delivery, the provisions of the contract shall take precedence.

2. Offer, Prices

If no other period of validity is stipulated in the offer of Saphenus, offers of Saphenus are valid for 14 days from the date of the offer and can be accepted by the customer in writing (email, fax or postal letter). Prices announced by Saphenus are ex works including packaging, but excluding shipping charges. Value added tax will be charged separately in accordance with the statutory provisions in force on the date of delivery or performance.

3. Shipment, Delivery, Provision of Services

Irrespective of any insurance organized by Saphenus, the goods will always be shipped at the expense and risk of the customer. This also applies in the case of carriage paid delivery and regardless of which means of transport is used or who chooses the means of transport. The costs of transport insurance shall be borne by the customer. Unless otherwise agreed, the registered office of Saphenus is the agreed place of performance by Saphenus.

Unless otherwise agreed in writing, the price risk is transferred to the customer upon dispatch of the goods - in case of default of acceptance by the customer upon readiness for dispatch by Saphenus. Unless otherwise agreed in writing, Saphenus will choose the place of shipment and the route of transport as well as the means of transport and the transport company at its best discretion, without assuming liability for the cheapest and fastest transport. Specified delivery dates or deadlines are always non-binding, unless otherwise expressly agreed in writing.

4. Notice of defects

The customer must immediately inspect the delivered goods/services provided by Saphenus for any defects. Incomplete or incorrect deliveries / services as well as complaints about obvious defects must be reported to Saphenus in writing no later than eight days after receiving the goods, whereas obvious defects and errors must be reported immediately after their discovery. The type and extent of the alleged defect must be clearly stated in the complaint. If defects and faults are not reported in time, the delivery is considered approved and the assertion of warranty claims is excluded.

5. Warranty

In the case of justified and timely notices of defects, Saphenus will provide warranty by improvement, granting a price reduction or replacement delivery (exchange) or take back the goods against reimbursement of the purchase price, taking reasonable account of the interests of the customer. The choice of the respective warranty remedy is reserved to Saphenus.

Other claims of any kind against Saphenus, in particular those for compensation of direct or consequential damages, are - as far as legally permissible - expressly excluded.

Defects or malfunctions that are the result of a use that is contrary to the usage and/or processing guidelines of Saphenus exclude both warranty claims and claims for damages.

6. Return of goods

Return of delivered goods is only allowed with prior consent of Saphenus. Should the goods nevertheless be returned, Saphenus must be reimbursed for all costs incurred as a result. No claims or other legal consequences can be derived by the customer from the acceptance of the returned goods. In case of an agreed return of goods, Saphenus reserves the right to charge a handling fee for the costs incurred by the return and to take into account a deduction corresponding to the age and condition of the goods when crediting the value of the goods. The amount of the deduction will be determined by Saphenus.

7. Exclusion of liability

In case of slightly negligent breaches of duty by Saphenus as well as by vicarious agents of Saphenus, liability is excluded. The above limitations of liability do not affect claims of the customer from product liability or from any guarantees given.

8. Payment

Invoices for deliveries of goods are paid according to the respective agreements. Flat rates for cost estimates shall not apply in the case of repairs carried out. If there is no written agreement on a payment term between the contracting parties, the payments of the invoice amounts are due without deductions immediately after receipt of the invoice.

At the request of Saphenus, payment can be switched to direct debit or cash on delivery. Cheques will only be accepted on the basis of a special written agreement and always only on account of payment. In the event of delayed payment, interest on arrears of 8 percentage points above the base interest rate is agreed. Offsetting by the customer is excluded, unless with claims recognized in writing by Saphenus or legally established.

If the customer applies for a judicial or extrajudicial reorganization procedure or if insolvency proceedings are opened against his/her assets or if an application for insolvency proceedings is rejected due to lack of assets to cover costs, Saphenus is entitled to declare all claims arising from the business relationship immediately due and payable, even if checks have been accepted or payment in installments has been granted.

The same applies if the customer is in default of payment or if other circumstances become known that make the customer's creditworthiness appear doubtful. Furthermore, in such a case, Saphenus is entitled to demand advance payment or the provision of security, to realize securities provided, and to withdraw from the contract and demand damages for non-performance.

The assignment of claims of the customer against Saphenus to third parties, as well as the transfer of rights and obligations from the concluded sales contract is not permitted without prior written consent of Saphenus.

9. Retention of title

Delivered goods remain the property of Saphenus until complete fulfillment of the customer's obligations, in particular payment of the purchase price including incidental costs and interest, fees, expenses, etc. The goods are subject to retention of title.

If the goods are resold, the customer assigns the claims from the sale of the reserved goods to Saphenus. The customer is obligated to make the assignment recognizable by making a note in his/her books and to disclose the names of the debtors of the purchase price upon request of Saphenus as well as to specify the ceded claims exactly. The assignment is accepted by Saphenus. Any fees or taxes in connection with the assignment will be borne by the customer and will indemnify and hold Saphenus harmless in this regard. Saphenus is entitled to disclose the assignment at any time and to collect the assigned claims itself.

The customer is obligated to insure the goods subject to retention of title against the usual risks, such as natural hazards, to a sufficient extent and to prove this to Saphenus upon request. The customer hereby assigns any insurance claims to Saphenus. The customer is furthermore obligated to store the goods according to the instructions of Saphenus and the state of the art. The customer is obligated to handle the goods with care during the existence of the reservation of title. If maintenance and inspection work is required, the customer must carry this out regularly at his own expense.

10. Intellectual Property

Offers and projects as well as drawings, dimensional drawings and descriptions provided by Saphenus are the intellectual property of Saphenus and may not be reproduced, used or made available to third parties without the consent of Saphenus. Permissible is the unchanged use of the intellectual property in the context of the resale of the delivered goods.

11. Force majeure

Events of force majeure affecting Saphenus or one of its suppliers entitle Saphenus to suspend deliveries for the duration of the hindrance and a reasonable start-up period or to withdraw from the contract in whole or in part according to its effects.

Force majeure events include, but are not limited to: All effects of natural forces, such as: earthquake, lightning, frost, storm, floods; furthermore, war, laws, official interventions, confiscation, transport disruptions, export, import and transit bans, international payment restrictions, raw material and energy shortages; furthermore, operational disruptions such as explosion, fire, strikes, sabotage and all other events that could only be prevented with disproportionate costs and economically unreasonable means.

12. Data protection consent

The customer expressly consents to the collection, processing and use of personal data provided by the customer or to be provided in the future by Saphenus for marketing purposes, including the creation of a customer file. This consent can be revoked by the customer at any time with effect for the future.

13. Place of performance and jurisdiction

Austrian law shall apply with the exception of the referral norms and the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contract shall be the competent court in Vienna. The place of performance for delivery and payment is the registered office of Saphenus.

14. Final provisions

Should individual provisions of the contract or these terms and conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be deemed to be replaced by a provision whose economic success comes as close as possible to that of the invalid provision. All changes and additions to contracts between Saphenus and the customer must be in writing and this also applies to any waiver of the written form requirement.