Legal

General Terms & Conditions.

Different terms apply depending on the service: for engineering services, for procurement, and for sales in the medical-device trade.

GTC · Engineering Office Purchasing Terms · Trade Sales Terms · Trade

GTC · Engineering Office.

Preamble

medeqon GmbH is an engineering office for medical-technology planning and specialist medical-technology construction supervision.

Our intensive and trusting cooperation with specialist dealers, manufacturers, architects, construction companies and healthcare institutions enables the innovative and high-quality realisation of healthcare projects.

These GTC correspond to the template of the Austrian Federal Economic Chamber, Association of Engineering Offices.

Applicability of the General Terms and Conditions and Deviations

The following General Terms and Conditions apply to all present and future contracts between the client in its capacity as an entrepreneur and the engineering office.

Deviations from these terms, and in particular any terms of the client, apply only if they are expressly acknowledged and confirmed in writing by the engineering office.

Offers, Collateral Agreements

Unless otherwise stated, the offers of the engineering office are subject to change with regard to all specified data, including the fee.

If an order confirmation of the engineering office contains changes compared with the order, these shall be deemed approved by the client unless the client objects without delay in writing.

As a matter of principle, agreements require written form.

Placing of the Order

The nature and scope of the agreed service arise from the contract, the power of attorney and these General Terms and Conditions.

Amendments and supplements to the order require written confirmation by the engineering office in order to become part of the present contractual relationship.

The engineering office undertakes to carry out the order given to it properly, in accordance with the generally recognised rules of technology and the principles of economic efficiency.

The engineering office may engage other duly authorised parties for the performance of the contract and may place orders with them in the name and for the account of the client. The engineering office is, however, obliged to notify the client of this intention in writing and to give the client the opportunity to object to this placing of an order with a third party within 10 days.

The engineering office may also engage other duly authorised parties as sub-planners for the performance of the contract and may place orders with them in the name and for the account of the engineering office. The engineering office is, however, obliged to notify the client in writing if it intends to have orders carried out by a sub-planner, and to give the client the opportunity to object to this placing of an order with the sub-planner within one week; in this case the engineering office shall carry out the order itself.

Warranty and Damages

Warranty claims may only be raised following notices of defect, which must be given exclusively by registered letter within 14 days of handover of the service or partial service.

Claims for rescission and price reduction are excluded. Claims for rectification or subsequent completion of what is missing are to be fulfilled by the engineering office within a reasonable period, which shall generally amount to one third of the period agreed for the performance of the service. A claim for damages due to delay cannot be asserted within this period.

The engineering office must provide its services with the care to be expected of it as an expert (Section 1299 ABGB).

If the engineering office has culpably caused damage to the client in breach of its contractual obligations, its liability for compensation for the damage thereby caused – unless regulated otherwise in an individual case – is, in the event of slight negligence, limited as follows: 1) in the event of withdrawal and in the case of personal injury, without limitation; 2) in all other cases with the following limitations:

for an order value of up to EUR 250,000.00: at most EUR 12,500.00;

for an order value exceeding EUR 250,000.00: 5% of the order value, but no more than EUR 750,000.00.

Liability for consequential damage and lost profit is excluded even in the event of gross negligence, unless regulated otherwise in an individual case.

Withdrawal from the Contract

Withdrawal from the contract is permissible only for good cause.

In the event of default by the engineering office in respect of a service, withdrawal by the client is possible only after setting a reasonable grace period; the grace period must be set by registered letter.

In the event of default by the client in respect of a partial service or an agreed act of cooperation which renders the performance of the order by the engineering office impossible or considerably hinders it, the engineering office is entitled to withdraw from the contract.

If the engineering office is entitled to withdraw from the contract, it retains the claim to the entire agreed fee; the same applies in the event of unjustified withdrawal by the client. Furthermore, Section 1168 ABGB applies; in the event of justified withdrawal by the client, the services rendered by the engineering office are to be remunerated by the client. Payment period?

Fee, Scope of Services

Unless stated otherwise, all fees are quoted in euros.

The value-added tax (VAT) is not included in the stated fee amounts; this is to be paid separately by the client.

Set-off against any counterclaims, for whatever reason, is not permitted.

Unless agreed otherwise, the non-binding calculation recommendations issued by the Association of Engineering Offices form part of the contract.

Unless expressly agreed to the contrary, payment must be made without deductions within 30 days of invoicing to the account, named by the engineering office, of a bank with a domestic branch. In the event of default in payment, interest at a rate of 9.2% per annum above the ECB base rate is to be paid, plus reminder charges.

Place of Performance

The place of performance for all office services is the registered seat of the engineering office.

Confidentiality

The engineering office is obliged to maintain confidentiality regarding all information provided by the client.

The engineering office is also obliged to maintain confidentiality regarding its planning activity if and as long as the client has a legitimate interest in such confidentiality. After completion of the order, the engineering office is entitled to publish the work forming the subject matter of the contract, in whole or in part, for advertising purposes, unless agreed otherwise contractually.

Protection of the Plans

The engineering office reserves all rights and uses in the documents prepared by it (in particular plans, brochures, technical documents).

Any use (in particular processing, execution, reproduction, distribution, public presentation, making available) of the documents or parts thereof is permitted only with the express consent of the engineering office. All documents may therefore be used only for the purposes expressly stipulated when the order was placed or by a subsequent agreement.

The engineering office is entitled, and the client is obliged, to state the name (company, business designation) of the engineering office in publications and announcements about the project.

In the event of a breach of these provisions for the protection of the documents, the engineering office is entitled to a penalty amounting to twice the reasonable remuneration for the unauthorised use, whereby the assertion of any further claim for damages remains reserved. This penalty is not subject to judicial mitigation. The burden of proof that the client has not used the documents of the engineering office lies with the client.

Choice of Law, Place of Jurisdiction

Austrian law applies exclusively to contracts between the client and the engineering office.

For all disputes arising from this contract, the jurisdiction of the court having subject-matter competence at the registered seat of the engineering office is agreed.

As at 28/04/2026

Purchasing Terms · Trade.

Preamble

medeqon GmbH is an engineering office for medical-technology planning and specialist medical-technology construction supervision. In addition, medeqon GmbH acts as a specialist dealer for medical technology and medical furnishing in healthcare institutions. medeqon GmbH is specialised in medical furnishing but is able to trade in all types of medical devices.

General

Our purchasing terms apply exclusively; we do not recognise any conflicting terms of the supplier or of third parties, or terms deviating from our purchasing terms, unless we have expressly agreed to their applicability in writing.
Our purchasing terms apply in particular, but not exhaustively, to contracts for the purchase/procurement of raw materials, auxiliary materials and operating supplies, semi-finished and finished products, and other products (hereinafter "Products") as well as services which we require in the course of our activity in the field of development and production of medical technology, as well as to services or works performed on our business premises or on our facilities and installations, in particular also IT facilities and installations, electrical work, maintenance and installations, as well as maintenance and repair measures on the building. These General Purchasing Terms apply accordingly to the order-specific manufacture, supply and provision of Products according to our specifications.
Our purchasing terms also apply if we accept the supplier's delivery or service without reservation in the knowledge of terms of the supplier that conflict with or deviate from our purchasing terms.
All agreements made between us and the supplier for the purpose of executing a contract are to be set down in writing in that contract.
Individual agreements made with the supplier in a particular case always take precedence where they deviate from these purchasing terms. A written contract is exclusively decisive for the content of an individual agreement.

Offer

The supplier is obliged to accept our order within a period of 2 weeks. The period begins with the submission by us of the offer contained in the order. Acceptance may be given by e-mail with a declaration of acceptance in pdf format, but must in any case be given in text form. Acceptance by telephone is not sufficient. Upon expiry of the acceptance period we are no longer bound by our order.
The supplier shall declare the timely acceptance of our offer by sending an order confirmation. Should the supplier's order confirmation reach us after expiry of the acceptance period or with amendments or supplements, this constitutes a new binding offer by the supplier. An amendment exists in particular if the supplier has, without notice and without consent, made supplements and amendments on its own authority on the order form counter-signed by it.
If a new offer of the supplier within the meaning of paragraph 2 above exists, we remain at liberty to accept this modified offer in text form (a declaration by e-mail in pdf format is sufficient). Silence on our part regarding the supplier's modified offer does not constitute acceptance of the offer. Likewise, acceptance of the delivered Products without objection does not constitute tacit acceptance of the offer.
Our order number is to be stated clearly and visibly on all documents throughout the entire correspondence between us and the supplier.

Framework Agreements

Framework agreements are additionally concluded with individual suppliers in writing and as individual contracts.
The applicability of the framework agreements takes precedence over the General Purchasing Terms set out here as well as over the supplier's General Sales Terms.
The quantities stated by us merely represent our anticipated requirements and are non-binding for us. We are under no obligation to accept the stated quantities.

Prices and Payment Terms

The price shown in our order is binding. In the absence of a differing written agreement, the price includes delivery "free domicile", including packaging and other incidental costs (transport costs, insurance).
The supplier shall take back the packaging material free of charge at our request.
The statutory value-added tax is not included in the price.
We can only process invoices if they state the order number shown in our order in accordance with the requirements set out therein. The supplier is responsible for all consequences arising from non-compliance with this obligation, unless it proves that it is not responsible for them.
Unless agreed otherwise in writing, we pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with a 3% discount on the net amount of the invoice, or within 30 days of receipt of invoice and complete delivery or performance. This presupposes defect-free and complete delivery as well as receipt of a proper invoice stating our order number.
We are entitled to rights of set-off and retention to the statutory extent.
Where premature deliveries are accepted, the due date of the invoice is governed by the agreed date.

Delivery Time and Delay in Delivery

The delivery date stated in the order is binding. Delivery must be made at the latest by the end of the delivery date.
If deliveries are made before the agreed delivery date, we reserve the right to store the goods at a charge. The costs and the risk of accidental loss are borne by the supplier.
The supplier is obliged to notify us in writing without delay if circumstances arise, or become apparent to it, from which it follows that the delivery date cannot be met. It must inform us in writing (e-mail is sufficient) of the duration of the delay. The following paragraphs remain unaffected thereby and continue to apply.
If the supplier does not deliver by the agreed delivery date, our rights are determined in accordance with the statutory provisions.
In the event of delay in delivery, we are entitled to demand liquidated damages for delay amounting to 1% of the net price per completed week, but no more than 10% of the net price of the Products delivered late; further statutory claims (withdrawal and damages in lieu of performance) remain reserved. The supplier is entitled to prove to us that, as a result of the delay, no damage or only substantially lower damage has arisen.
Partial deliveries are in principle not permitted unless we have expressly agreed to them in writing before delivery.
Any additional costs arising as a result of the supplier's delay in delivery, e.g. for express deliveries, are borne solely by the supplier.

Passing of Risk, Delivery and Documents

Unless agreed otherwise in writing, delivery is to be made free domicile to our registered business address, i.e. free of freight, customs, packaging, insurance, toll and other incidental costs.
The place of performance is our registered business address. The supplier's delivery constitutes an obligation to deliver at the creditor's place (Bringschuld).
The supplier must inform us in text form (e-mail is sufficient) before delivery of any storage/transport risks or special storage/transport requirements in order to avoid damage.
Should an express delivery become necessary at our request, the supplier must coordinate any additional costs with us in advance. We will not bear the costs of an express delivery made by the supplier without prior coordination, and these are at the supplier's expense.
The supplier is obliged to state our order number precisely on all shipping papers and delivery notes; in addition, the supplier is obliged to state our article number as well as quantity, weight and packaging units or goods containers. The individual packaging units and goods containers are to be provided with packing slips showing the respective contents, including article number, quantity and weight. If it fails to meet these requirements, delays in processing are not our responsibility.
The delivery date must be coordinated in advance in writing with medeqon GmbH.
The passing of risk occurs upon handover of the goods to the purchaser at the place of performance. Where acceptance is agreed, this is decisive for the passing of risk. The statutory provisions of the law on contracts for work apply accordingly to acceptance.
The statutory provisions apply to the occurrence of our default of acceptance. The supplier must expressly offer us its performance even if a specific or determinable calendar time is agreed for an act or contribution on our part (e.g. provision of material). If the contract concerns a non-fungible item to be manufactured by the supplier (custom manufacture), the supplier is entitled to further rights only if we have undertaken to cooperate and are responsible for the failure to cooperate.

Quality Requirements, Technical Agreements and Packaging

The supplier must continuously control and monitor the quality of its Products, deliveries and services. Should product specifications or delivery specifications or quality-assurance agreements exist, the Products must always meet these requirements. In any case, however, the Products must comply with the latest state of the art as well as with the statutory and official provisions. In particular, upon delivery the Products must comply with the requirements of the Product Liability Act (ProdHaftG), the Medical Devices Act (MPG) and the Medicinal Products Act (AMG) in their respective latest valid version at the time of delivery of the goods.
The supplier is obliged, as packaging material that comes into direct contact with the Product (primary packaging), to use only such material for which the supplier holds a certificate of harmlessness issued by the manufacturer. This is to be presented upon request.
The supplier owes suitable packaging. Packaging is carried out at the supplier's discretion, taking the transport route into account, unless we specify a packaging.
Insofar as it is not possible for the supplier to comply with the required quality requirements, it shall inform us thereof without delay.
The supplier must bear any costs incurred by us due to possible quality defects or which are directly or indirectly connected with a defective quality of the Product.
Changes to the Products to be delivered by the supplier with regard to specifications, design, function, safety, cleanliness, reliability, service life, production location and manufacturer require our prior approval.
The supplier certifies that, in connection with its business activity, it has never given or will never give, or attempt to give, directly or indirectly, an improper advantage to anyone in order to obtain or retain orders or to secure any improper advantage from public officials, healthcare professionals or other persons or institutions.
The company certifies that it complies with the applicable laws and regulations for combating money laundering and terrorist financing, including the due-diligence obligation towards its suppliers/customers and cooperation with authorities, and that it has introduced written procedures and internal control mechanisms to ensure compliance with these laws and regulations.
The supplier may not support, engage in or do business with any other organisation in its supply chain that supports or engages in slavery, servitude and forced or child labour. In providing its services (to medeqon GmbH), no labour of third parties through slavery or human trafficking or child labour is rendered towards the company. The supplier complies with the relevant and country-specific applicable labour laws in respect of its employees.

Defects

The statutory provisions apply to our rights in the event of material and legal defects in the Products (including incorrect and short delivery as well as substantial over-delivery) and in the event of other breaches of duty by the supplier, unless something to the contrary arises from the following provisions.
The following applies to the commercial obligation to inspect and give notice of defects in the Products: We are obliged to inspect the goods within a reasonable period for any deviations in quality and quantity; for this purpose, defects that are openly apparent during our incoming-goods inspection upon external examination, including of the delivery note, such as transport damage or incorrect/short/over deliveries, are notified without delay. Random sampling for defect inspection remains at our discretion. Notice is timely if it is sent to the supplier within a period of 5 working days, calculated from receipt of goods, or, in the case of hidden defects, from discovery. Timely dispatch of the notice is sufficient.
We expressly point out to the supplier that it must clarify the above provisions regarding our inspection and notice obligations with its liability insurer, so that this arrangement is covered by the insurance cover. Should the supplier's insurance cover lapse, we are not liable for any damage that may arise.
The statutory claims for defects are available to us undiminished; in any case we are entitled, at our discretion, to demand from the supplier either rectification of the defect or delivery of a new item. The right to damages, in particular to damages in lieu of performance, is expressly reserved.
We are entitled to carry out the rectification of the defect ourselves or through third parties at the supplier's expense if there is imminent danger or particular urgency.
The limitation period is 36 months, calculated from the passing of risk.

Product Liability, Insurance Cover and Duty to Inform

Insofar as the supplier is responsible for product damage, it is obliged to indemnify us on first demand against claims for damages by third parties to the extent that the cause lies within its sphere of control or organisation.
Within the framework of its liability for cases of damage within the meaning of paragraph (1), the supplier is also obliged to reimburse any expenses arising from or in connection with a recall action carried out by us. We will inform the supplier – as far as possible and reasonable – of the content and scope of the recall measures to be carried out and give it the opportunity to comment. Other statutory claims remain unaffected.
We undertake the required notification of the respective competent authority in coordination with the supplier.
The supplier undertakes to maintain product liability insurance with a cover sum appropriate to foreseeable damage, but at least in the amount of EUR 10 million per personal injury/property damage – on a lump-sum basis. The supplier must additionally take out recall-cost insurance in an appropriate amount, but at least in the amount of EUR 5 million. Should we be entitled to further claims for damages, these remain unaffected. The insurance cover is to be evidenced to us in writing upon request.
The contracting parties inform each other without delay of batch recalls and complaints in connection with the Products and/or their raw materials and/or their packaging materials, insofar as the sphere of responsibility of the other party is affected.
The technical clarification and the internal traceability of complaints regarding the Products lie within the responsibility of the supplier. The contracting parties assure each other of the best possible support in clarifying the reason for a complaint.
The provisions of paragraphs 1 and 2 apply accordingly to liability under the Medicinal Products Act (AMG) and the Medical Devices Act (MPG).

Intellectual Property Rights

The supplier guarantees that no intellectual property rights of third parties within Austria are infringed in connection with its Products or by the delivery, unless it proves that it is not responsible for the breach of duty.
The supplier undertakes to inform us without delay of any risks of infringement and alleged cases of infringement of third-party intellectual property rights in the Products that have become or become known. The supplier's indemnification obligation covers all expenses that necessarily arise for us from or in connection with a claim by a third party.
If we are subjected to a claim by a third party in this respect, the supplier is obliged to indemnify us against these claims upon first written demand. In the case of claims for damages by the third party, the supplier reserves the right to prove that it is not at fault for the infringement of the third party's rights; we are not entitled to make any agreements with the third party – without the supplier's consent – in particular to conclude a settlement.
If our use of the Products is impaired by existing intellectual property rights of third parties, the supplier must, within a reasonable period, at its own expense and at its discretion, either acquire the corresponding authorisation or modify or replace the affected Products or parts of the Products in such a way that no third-party intellectual property rights any longer oppose the use of the Products and that these at the same time comply with the contractual agreements, in particular also with the quality requirements. This does not apply if the supplier proves that it is not responsible for the impairment.
The limitation period for the aforementioned claims is ten years, commencing with the passing of risk.
We expressly point out to the supplier that it must clarify the above provision regarding the limitation period with its liability insurer, so that this arrangement is covered by the insurance cover. Should the supplier's insurance cover lapse, we are not liable for any damage that may arise.

Deliveries and Services as well as Liability

If the supplier or the supplier's employees/agents deliver Products to our business premises and/or perform a service on our business premises, it must inform the coordinator designated by us of the commencement and scope of the work planned within the scope of the delivery and/or service, and coordinate its course. The supplier/service provider must report independently to the responsible coordinator at the beginning of its activity.
The supplier acknowledges that the coordinator is authorised to issue instructions to it or its vicarious agents in this connection. For materials (substances, preparations) and objects (e.g. goods, parts, technical equipment) from which, due to their nature, their properties or their condition, hazards to the life and health of humans, to the environment and to property may emanate, and which therefore, on the basis of regulations, must receive special treatment with regard to packaging, transport, storage, handling and waste disposal etc., the supplier shall hand over to us, together with the offer, a fully completed safety data sheet pursuant to § 14 of the Hazardous Substances Ordinance and an appropriate accident information sheet. In the event of changes to the materials or the legal situation, the supplier/service provider or the vicarious agent/forwarder/carrier shall hand over to us updated data sheets and information sheets.
Should the supplier, in performing or on the occasion of a delivery and/or a service on our business premises, intentionally or negligently cause the death, injury or impairment of health of a person or the damage or destruction of an item, it is liable in accordance with the statutory provisions.

Retention of Title, Provided Materials and Tools

Insofar as we provide parts, components or materials to the supplier, we reserve title thereto. Further processing or transformation by the supplier is carried out for us. In accordance with the statutory provisions, we acquire title to the Product.
If our reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other processed items at the time of processing.
If the item provided by us is inseparably intermixed or combined with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the reserved item (purchase price plus VAT) to the other intermixed or combined items at the time of the intermixing/combining. If the intermixing takes place in such a way that the supplier's item is to be regarded as the main item, it is deemed agreed that the supplier transfers co-ownership to us on a pro-rata basis; the supplier holds the sole ownership or co-ownership in safekeeping for us.
The supplier's retentions of title apply only insofar as they relate to our payment obligation for the respective Products to which the supplier reserves title. Any agreement of an extended or prolonged retention of title on the part of the supplier is hereby objected to.
We reserve title to tools; the supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at replacement value at its own expense against fire, water and theft damage. At the same time, the supplier already now assigns to us all claims for compensation arising from this insurance; we hereby accept the assignment. The supplier is obliged to carry out in good time, at its own expense, any necessary maintenance and inspection work on our tools as well as all servicing and repair work. It must notify us immediately of any malfunctions; if it culpably fails to do so, claims for damages remain unaffected.
Insofar as the security rights to which we are entitled pursuant to paragraphs (1) and/or (2) exceed the purchase price of all our as yet unpaid reserved goods by more than 10%, we are obliged, at the request of the suppliers, to release the security rights at our discretion.

Confidentiality

The supplier is obliged to keep all received images, drawings, calculations and other documents and information strictly confidential. They may be disclosed to third parties only with our express consent. The confidentiality obligation also applies after the settlement of this contract; it lapses if and insofar as the manufacturing knowledge contained in the images, drawings, calculations and other documents provided has become generally known.
The obligation to maintain confidentiality regarding the exchanged information pursuant to paragraph (1) ceases to apply insofar as this obligation is lifted by an express and written consent of the other party, or the information was already known to the other party before its disclosure by us or by the supplier and this is communicated to the other party without delay, or the information is or becomes publicly accessible to anyone through publication or in another manner, or the information becomes known to us or to the supplier without originating directly or indirectly from the other party, or it is made accessible to authorities on the basis of relevant regulations.
The contracting parties mutually undertake to maintain confidentiality regarding the content of the business relationship and the content of the respective order as well as regarding all information and documents exchanged for this purpose (in particular, but not exclusively, all images, plans, drawings, calculations, execution instructions and product descriptions). Such documents are to be used by both contracting parties exclusively for the contractual service/delivery and, after termination of the contractual relationship, are to be returned or destroyed by the receiving party at the request of the other party within a reasonable period at the expense of the other party, insofar as statutory retention obligations do not conflict. In the case of documents that cannot be surrendered but contain confidential information, such as hard drives or the like, the relevant documents are to be deleted or otherwise destroyed by the receiving party. At the request of the other party, the receiving party will confirm in writing without delay that, in accordance with the above obligation, all documents and records have been surrendered or deleted or destroyed.
The contracting parties furthermore mutually undertake to maintain strict confidentiality regarding each other's know-how. This obligation applies until the expiry of five (5) years after termination of the contractual relationship with the supplier. Neither the supplier nor we are entitled to use or otherwise exploit the other party's know-how disclosed within the scope of the order and the contractual relationship during and after termination of the contractual relationship.
Without our prior written consent, the supplier may not refer to the business relationship in advertising material, brochures, homepage etc., and may not exhibit product items manufactured for us.
Confidential information may only be passed on to employees of the supplier who have signed a confidentiality agreement, or to third parties subject to a professional duty of secrecy. The signed confidentiality agreements are to be presented at our request. The supplier will take all necessary measures to ensure that all persons to whom confidential information is communicated or made accessible deal with it in the same way as the supplier is obliged to do under these terms and conditions.
The supplier will inform and bind its subcontractors in accordance with paragraphs 3-6.

Applicability to Services

All provisions of these purchasing terms apply mutatis mutandis to the provision of services by the supplier or by external service providers, insofar as they are transferable to such and no special provisions are regulated.

Severability Clause

Should a court or another competent authority declare one or more provisions of these contractual terms to be wholly or partly ineffective, void, invalid or unenforceable, this shall not affect the effectiveness, validity or enforceability of all the remaining provisions and of the unaffected remainder of that provision.
In place of the ineffective, invalid, void or unenforceable provision, an effective, valid and enforceable provision that comes as close as possible in economic result to the affected provision shall automatically be deemed agreed.

As at 28/04/2026

Sales Terms · Trade.

Preamble

General

Our sales terms apply exclusively; we do not recognise any conflicting terms of the customer or terms deviating from our sales terms, unless we have expressly agreed to their applicability in writing. Our sales terms also apply if we execute the delivery to the customer without reservation in the knowledge of terms of the customer that conflict with or deviate from our sales terms.
References in the General Sales Terms (GST) to "us" or "we" always mean medeqon GmbH. "Customer" means the respective purchaser or contractual partner.
All agreements made between us and the customer for the purpose of executing this contract are set down in writing in this contract.
The following sales terms apply subsidiarily in relation to framework agreements concluded with a customer. The individually concluded framework agreements between us and the customer take precedence over these GST.
Individual agreements made with the customer in a particular case always take precedence over these GST. A written contract is decisive for the content of such agreements.
By "services" these GST denote every form of our activity, insofar as the service is not expressly designated as a product delivery, service or work.
Our sales terms apply only towards entrepreneurs.
Our sales terms also apply to all future transactions with the customer.
References to the applicability of statutory provisions are of merely clarifying significance. Even without such an explanation, the statutory provisions apply insofar as they are not directly modified or excluded in these terms and conditions.

Offer

Our offers are subject to change in the sense that a contract only comes into existence when we confirm the customer's order. If the customer's order is to be qualified as an offer, we may accept it within two weeks. Acceptance may be declared in writing, in text form, in electronic form or, in the case of Products, by their delivery to the customer.
Collateral agreements to our offers and confirmations, as well as agreements with our travelling representatives and agents, require our confirmation in text form to be valid.
Our confirmations in text form are exclusively decisive for the content of the contract.

Product Description and Quantity Tolerance

Our specifications regarding the object of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as our depictions of it (e.g. drawings and images) are only approximately authoritative, unless usability for the contractually intended purpose presupposes exact conformity. They are not guaranteed characteristics of quality but descriptions or markings of the delivery or service. Deviations that are made on the basis of legal provisions or that represent technical or medical improvements, insofar as they do not impair usability for the contractually intended purpose.
Agreements on the quantity of goods to be delivered apply with a production-related over- or under-delivery of up to 3% tolerance. In the case of special manufactures, the production-related over- or under-delivery may amount to 10% tolerance. The purchase price is adjusted proportionately in accordance with the deviation in the delivery quantity.

Notes on the Products and Resale. Special Provisions on Medical Devices and Notice regarding the Medical Devices Act

Notes given by us in brochures, instructions for use or other product information are – in order to avoid damage – to be strictly followed. Use or treatment of the Products going beyond the defined areas of application is expressly warned against. Adequate information of every further purchaser or user is to be ensured. Such information is in no case associated with a declaration on our part that the notes are exhaustive.
Our Products may not be altered without our prior consent. Should the customer attach its own components or parts to our Products without coordinating this with us in advance, the customer is liable for all damage arising from the product alteration.
The customer may not subject our Products to improper alteration or treat them improperly; in the case of medical-technical devices, the customer may in particular not use unsuitable reagents. The customer is responsible for the maintenance of the Products or obliges its customers accordingly to maintain the Products.
The sale, resale and disposal of the deliveries and services as well as any associated technology or documentation may be subject to German, EU and US export-control law and, where applicable, the export-control law of further states. Resale to embargo countries or to blocked persons or to persons who use or may use the deliveries and services for military purposes, for ABC weapons or for nuclear technology is subject to authorisation. By placing the order, the customer declares conformity with such laws and regulations and that the deliveries and services will not be delivered, directly or indirectly, to countries that prohibit or restrict the importation of these goods. The customer declares that it is in possession of all authorisations necessary for the export or import.
The customer warrants that it complies in particular with all provisions of the Product Liability Act (ProdHaftG), the Medical Devices Act (MPG) and the Medicinal Products Act (AMG) in their respective valid version.
The provisions of the Medical Devices Act provide in particular that whoever places a product on the market for the first time must fulfil special requirements. Should the customer independently alter or extend our Products, the obligations of first placing on the market apply to the customer.
In addition, in the event of alteration or extension of our Product, the customer must affix its details as the person responsible under the Medical Devices Act. In particular, in the event of changes to our Product, the customer must notify the relevant authorities of the changes and obtain their approvals.
If the customer incorporates our components into its own medical devices or manufactures its own product therefrom, the customer must comply with the provisions of the Product Liability Act (ProdHaftG), the Medical Devices Act (MPG) and, insofar as applicable to the customer, the Medicinal Products Act (AMG). The customer is obliged, when reselling or supplying our Products, to comply on its own responsibility with the respectively relevant laws, in particular the Act against Unfair Competition and, where applicable, medical-device-law or medicinal-product-law and pharmaceutical provisions. This also applies if the customer further processes, alters or combines our Products with other items.
Unless agreed otherwise, the customer is obliged to sell or supply the Products only in complete form (including packaging, operating instructions, warning notices, etc.). Clinic packs are intended for use in hospitals and may only be resold as a whole and not in partial quantities and only in the original sealing.
The customer must ensure that a medical-device consultant is available at all times in its company to answer questions and is regularly trained to that end.

Prices, Payment Terms and Price Adjustment

Unless otherwise stated in the order confirmation, our prices apply "ex works", excluding packaging, customs and insurance. These are invoiced separately.
We reserve the right to change our prices accordingly if, after conclusion of the contract, cost increases occur, in particular due to collective-bargaining agreements or changes in material prices. We will notify the customer of the price adjustment in advance in writing or in text form. The customer is then free to continue the contract at the new prices or to withdraw from the contract. The customer must declare within five (5) working days whether or not it wishes to continue the contract on the new, changed conditions.
The statutory value-added tax is not included in our prices; it is shown separately in the invoice at the statutory rate on the day of invoicing. Should the statutory value-added tax change between delivery and invoicing, the value-added tax shown in the invoice is decisive. Our invoices are denominated in euros and are to be settled by payment in euros.
Unless otherwise stated in the order confirmation, the purchase price is due for payment within 30 days of the invoice date.
If circumstances become known to us after conclusion of the contract that cast doubt on the creditworthiness of the customer, we may, at our discretion, demand advance payment or the provision of security. The same applies if the customer defaults on the fulfilment of an obligation owed to us.
In principle, the statutory provisions apply concerning the consequences of default in payment.
In the event of default in payment by the customer, we are in particular entitled to charge default interest at a rate of 9% above the respectively current base rate. Insofar as we are entitled to higher interest on the basis of statutory provisions, or a higher interest burden arises due to higher costs of obtaining credit, we are entitled to charge this interest.
In the event of default in payment, the customer must bear all reminder, collection, investigation and inquiry costs connected with the recovery of outstanding claims. In addition, in the event of default in payment by the customer, we are entitled to demand a default lump sum of EUR 40.00 in addition to the remuneration claim.
The customer is only entitled to rights of set-off if its counterclaims have been established with final and binding effect, are undisputed or have been acknowledged by us. The counterclaim arising from the same contractual relationship is likewise exempt from the prohibition of set-off, which means that in the case of mutually interdependent claims a set-off remains permissible.

Packaging and Transport Costs

The packaging of the goods is carried out at our discretion, taking the transport route into account, unless the customer specifies a packaging. If the customer specifies a packaging, it must bear the costs arising from the chosen type of shipping and packaging.
Subject to separate agreement, we are free to choose a transport route at our reasonable discretion. The customer bears the costs of transport.
The customer bears all costs arising as a result of a type of dispatch expressly chosen by it; this applies both to express shipments and to overnight deliveries, even if we initially advance the outlays.
At the customer's request, we will cover the delivery with transport insurance; the costs incurred in this respect are borne by the customer.
Separate agreements apply to the taking-back of packaging.
Packaging is carried out on our part to the best of our knowledge.
For deliveries outside the EU, e.g. import duties, taxes or other costs associated with the shipment may arise. Unless agreed otherwise, all fees for customs clearance as well as any duties, levies and taxes must be borne by the customer; we have no influence over these.

Intellectual Property Rights and Copyrights

We reserve all proprietary and copyright rights in images, cost estimates, drawings, plans, calculations and other documents and information of a tangible and intangible nature, including in electronic form. This also applies to such written documents as are marked "confidential". Before passing them on to third parties, the customer requires our express written consent.
We are not liable for claims arising from the infringement of industrial property rights or copyrights of third parties (hereinafter: intellectual property rights) if the intellectual property right is or was owned by the customer or by an undertaking directly or indirectly majority-owned by it in terms of capital or voting rights.
Insofar as the manufacture or distribution of articles is carried out according to drawings, samples or other documents or instructions of the customer, and this results in an infringement of third-party rights (in particular industrial property rights of third parties), the customer must hold us harmless and indemnified.
Claims of the customer arising from infringements of intellectual property rights are excluded if the products are manufactured according to the customer's specification or instructions, or the (alleged) infringement of the intellectual property right results from use in combination with another object not originating from us, or the products are used in a manner that we could not foresee.
We are not liable for claims arising from the infringement of intellectual property rights unless at least one intellectual property right is published in the European states.
The customer must inform us without delay of any (alleged) infringements of intellectual property rights becoming known or of risks in this regard, and must, at our request – as far as possible – leave the conduct of legal disputes (including out of court) to us.
We are entitled, at our discretion, to obtain a right of use for the product infringing an intellectual property right, or to modify it in such a way that it no longer infringes the intellectual property right, or to replace it with a product of the same kind that no longer infringes the intellectual property right. If this is not possible for us on reasonable conditions or within a reasonable period, the customer – provided it has enabled us to carry out a modification – is entitled to the statutory rights of withdrawal. Under the stated conditions, we too are entitled to a right of withdrawal.
We reserve the right to take the measures available for selection under this provision even if the infringement of the intellectual property right has not yet been legally established or acknowledged by us.
Insofar as we require technology or the know-how of the customer to carry out the order, the customer grants us a simple, non-transferable and non-sublicensable right of use in this technology/know-how during the term and exclusively for the purposes of the contract.
Our services may contain products the use of which by the customer is subject to patent-law or licence-law restrictions. Details of such restrictions can be found in our respective product descriptions, the respective package insert or, where applicable, our website. These may furthermore be requested from us by the customer before and after conclusion of the contract.
Claims of the customer arising from infringements of intellectual property rights are excluded insofar as it is responsible for the infringement of the intellectual property right, or it does not support us to a reasonable extent in defending against claims by third parties.
Claims of the customer due to the infringement of third-party intellectual property rights going beyond or other than those regulated in this No. 7 are excluded.

Provided Materials, Tools and Tool Costs

If we require, for the manufacture of our Products and components, parts to be made available by the customer (provided goods), the customer is obliged to deliver these parts in a number corresponding to the order quantity plus a reserve of 10%, free of charge and together with the placing of the order in good time.
If the customer bears portions of the tool costs, it does not thereby acquire a claim to the transfer of title to, or the handing over of, the tool. The portions of the tool costs are neither repaid nor amortised.
We keep the tool for five (5) years from delivery of the last goods manufactured with the help of the customer. After expiry of this period we may dispose of the tool freely. The costs for storage as well as for the servicing and maintenance of the tool incurred during the retention period are borne by the customer. The customer receives a separate invoice for this.
If the customer merely has to bear a portion of the tool costs and, for whatever reason, does not accept the entire goods ordered in connection with the ordering of the tool, the customer is nevertheless obliged to reimburse us for the tool costs.
In the event of non-acceptance of the order, the customer must bear the storage, insurance and maintenance costs arising in connection with the tools.
Notwithstanding the preceding items, tool costs are to be paid net without deduction, one half immediately after conclusion of the contract and the other half on presentation of the initial sample.

Call-off Orders

In the case of call-off orders, the entire order quantity is deemed called off by the customer one month after expiry of the period agreed for the call-off, or, in the absence of such an agreement, six months after conclusion of the contract.
If the customer does not schedule the goods to be delivered as incumbent upon it within the periods of paragraph 9.1, we may schedule and deliver the goods at our discretion. The customer must then bear all costs. We furthermore reserve the right, in the event of an untimely call-off by the customer, to withdraw from the contract after expiry of a reasonable period set by us and to demand damages.
The call-off of the ordered goods constitutes a principal performance obligation of the customer.

Default of Acceptance by the Customer, Passing of Risk and Duty of Cooperation of the Customer

If the customer is in default of acceptance or breaches other duties of cooperation, we are entitled to give precedence to other orders of third parties and to extend the delivery/performance time appropriately.
The customer supports us in the provision of the contractually owed service; this support also includes the provision of all information, documents, data and materials available to the customer that may be necessary or useful for the provision of the contractually owed services.
The customer must ensure that all information, documents, data and materials necessary for the provision of the contractually owed services are available to us in good time and without the need for a special request, and that we are notified of all events and circumstances that may be of significance for the provision of the contractually owed services.
The customer must in particular inform us of possible risks that may be associated with the materials or products to be examined or manufactured, and explain existing public, operational or regulatory safety regulations and associated confidential operational concerns that should be observed in the provision of the contractually owed services.
Without prejudice to further claims, in the event of the customer's default of acceptance we are entitled to demand compensation for the damage thereby arising to us, including any additional expenses. Further rights or claims remain reserved.
If the dispatch of the delivery is delayed for reasons attributable to the customer, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time at which the latter has fallen into default of acceptance or default as debtor. In the event of default of acceptance, the customer must bear all costs incurred by us as a result of the delay. This includes in particular, but not exhaustively, the costs for storage, insurance and transport of the Products.
The risk passes to the customer upon handover of the goods to a carrier, but at the latest at the point in time at which the goods leave our works. If dispatch is delayed by circumstances for which the customer is responsible, the passing of risk occurs as soon as we first request the customer to carry out the acts required on its part.
If dispatch or delivery is delayed at the request of the purchaser by more than one month after notice of readiness for dispatch, storage charges amounting to 0.5% of the price of the objects of the delivery may be charged to the customer for each commenced month. Proof of higher or lower storage costs remains available to the contracting parties. Further claims on account of default of acceptance remain unaffected.
The customer must inform us without delay as soon as it becomes aware that services or Products may possibly infringe industrial property rights of third parties, or that third parties may possibly infringe our industrial property rights. A corresponding indemnification claim pursuant to No. 7 remains unaffected thereby.
If the customer learns of incidents concerning our Products and services, it must notify us of this incident without delay. The customer coordinates every further measure and response to the incident with us.
The customer is not entitled to inform third parties (in particular authorities) and/or the public of incidents in connection with our Products and services without prior consultation with us, unless the customer is obliged by mandatory statutory provisions to pass on the information immediately. In this case, the customer will inform us thereof without delay.
The importer (customer) is obliged to inform itself, before receipt of the goods, of any country-specific import provisions and, for its part, to make all necessary preparations to ensure smooth import customs clearance. All additional costs arising from a failure to meet the stated obligations are at the customer's expense. Unless agreed otherwise commercially, medeqon GmbH bears neither any storage costs, customs-clearance costs, customs duties, taxes, costs for return transport, nor other costs associated with the importation.

Delivery Time and Delay in Delivery

The commencement of the delivery time stated by us presupposes the clarification of all technical questions.
The performance periods and dates are agreed between the contracting parties or stated by us upon acceptance of the order in the order confirmation.
Insofar as this is not the case, the period is measured, depending on the respective service to be rendered by us, by the corresponding average time customary in the industry and amounts, insofar as the average time customary in the industry is not measured more briefly, to at least eight (8) weeks from conclusion of the contract, otherwise to the average time customary in the industry. Insofar as dispatch has been agreed, the performance periods and dates refer to the point in time of handover to the forwarder, carrier or other third party commissioned with the transport.
Compliance with the delivery obligation further presupposes the timely and proper fulfilment of the customer's obligation; the defence of non-performance of the contract remains reserved. In the case of later additional or supplementary agreements, the performance periods or performance dates are extended or postponed accordingly. As long as the customer is in default with the fulfilment of an obligation towards us, our obligation to perform is suspended. In the event of culpable breach of duties of cooperation on the part of the customer, we are entitled to compensation for the damage thereby arising, including any additional expenses. Further claims remain reserved.
If the delivery or service is delayed for reasons for which we are culpably responsible, we will inform the customer of the delay in good time and name a new delivery date. If the customer does not object to the new delivery date/performance date without delay, the new delivery date/performance date is deemed agreed.
We are also liable in accordance with the statutory provisions insofar as, as a consequence of a delay in delivery for which we are responsible, the customer is entitled to assert that its interest in further performance of the contract has ceased to exist.
We are furthermore liable in accordance with the statutory provisions insofar as the delay in delivery is based on a wilful or grossly negligent breach of contract for which we are responsible; fault of our representatives or vicarious agents is attributable to us. Insofar as the delay in delivery is based on a grossly negligent breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
We are also liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.
Otherwise, in the event of delay in delivery, we are liable, within the framework of liquidated compensation for delay, for each completed month of delay in the amount of 0.1% of the delivery value, but at most no more than 1% of the delivery value.
Further statutory claims and rights of the customer remain reserved.

Force Majeure

Insofar as one of the contracting parties is prevented by force majeure from fulfilling its contractual obligations, this does not constitute a breach of contract, and the periods stipulated in the contract or on the basis of the contract are extended appropriately in accordance with the duration of the impediment.
Force majeure is deemed to include all circumstances independent of the will and influence of the contracting parties, in particular but not exhaustively natural disasters, governmental measures, decisions of authorities, blockades, war and other military conflicts, mobilisation, civil unrest, terrorist attacks, strike, lockout and other industrial disputes (including at suppliers), seizure, embargo or other circumstances that are unforeseeable, serious and not the fault of the contracting parties and that occur after conclusion of this contract.
The contracting parties are released from their obligations under these contractual terms to the extent that they prove that the impediment to performance arose outside their sphere of influence and occurred after signature of the respective supply contract.
Each contracting party will undertake everything within its power that is necessary and reasonable in order to mitigate the extent of the consequences caused by the force majeure.
The contracting party affected by the force majeure will notify the other contracting party in writing without delay of the commencement and the end of the impediment.
Should the circumstances of force majeure or circumstances outside the sphere of influence of the contracting parties continue for longer than two months, the contracting parties will reach an agreement on the continuation of the contract. If no agreement can be reached, the party not affected by the aforementioned circumstances has the right to terminate the contract by unilateral written declaration without observing any further period.

Notice of Defects

Claims for defects by the customer presuppose that the latter has duly complied with its owed obligations to inspect and give notice.
In the event of any notice of defect, we are entitled to inspect and examine the Products complained of. We may make use of a professionally qualified third party for this purpose. Insofar as it turns out that a defect asserted by the customer does not in fact exist or was caused by improper use and/or storage by the customer, we are entitled to invoice the customer for any expenses arising from pursuing the notice of defect, provided that the customer has acted at least negligently.
Insofar as a defect of the purchased item exists, we are entitled, at our discretion, to subsequent performance in the form of rectification of the defect or to delivery of a new defect-free item. In the case of rectification of the defect or replacement delivery, we are obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the purchased item was moved to a place other than the place of performance.
If the subsequent performance fails, the customer is entitled, at its discretion, to demand withdrawal or price reduction.
We are liable in accordance with the statutory provisions insofar as the customer asserts claims for damages based on wilful intent or gross negligence, including wilful intent or gross negligence of our representatives or vicarious agents. Insofar as we are not charged with a wilful breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
We are liable in accordance with the statutory provisions insofar as we culpably breach a material contractual obligation; in this case too, however, liability for damages is limited to the foreseeable, typically occurring damage.
Liability for the culpable injury to life, body or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act.
Insofar as nothing deviating is regulated above, liability is excluded.
The limitation of liability does not apply to claims of the customer under the Product Liability Act (ProdHaftG), the Medical Devices Act (MPG) and the Medicinal Products Act (AMG).
In particular, we are not liable for the consequences of improper alteration or treatment of our Products; in the case of medical-technical devices, we are in particular not liable for damage caused by the use of unsuitable reagents or for the consequences of deficient maintenance on the part of the customer or of third parties, nor for defects based on normal wear and tear or caused by transport.
The limitation period for claims for defects is 12 months, calculated from the passing of risk. This does not apply insofar as the purchased item is customarily used for a building structure and has caused the defect.
The limitation periods in the event of a supplier's recourse remain unaffected.
The customer is obliged to take reasonable measures to avert and mitigate damage. In particular, the customer must thoroughly comply with the product information and notes under No. 4 of these terms. If the customer does not comply with the notes under No. 4 of these terms and damage arises as a result, the customer must indemnify us against a claim by third parties. The customer is then liable for the damage arising.
Our Products may not be altered without our prior consent. Should the customer attach its own components or parts to our Products or subject our Products to an alteration of any kind without coordinating this with us in writing in advance, we are not liable to the customer for any damage arising as a result.
We warrant that our Products, at the time of delivery, possess the necessary product approvals in the European Union. If our Products are imported outside the European Union, we assume no warranty for the conformity of our Products with the statutory provisions applicable in the respective state.
Insofar as our Products are not expressly designated by us for multiple use and/or resterilisation, claims of the customer on account of the non-reusability of these Products are excluded.
Insofar as our Products are not designated by us for multiple use and/or resterilisation, claims of the customer resulting from multiple use, resterilisation and/or other reprocessing of the Products are excluded.

Overall Liability

Insofar as liability for damages towards us is excluded or limited, this also applies with regard to the personal liability for damages of our staff, employees, workers, representatives and vicarious agents.

Indemnification

The customer undertakes to indemnify and hold harmless us and our affiliated companies, employees and agents from all claims arising from an infringement of third-party rights by the information, documents, data and materials provided by the customer in connection with the contract, and to defend us against such claims, unless we, our affiliated companies, employees, managers or directors have acted with wilful intent or gross negligence. We are not obliged to carry out a search/examination of third-party rights unless such is expressly agreed between the parties.
We notify the customer in good time in writing of corresponding claims by third parties, and the customer is entitled to defend itself against such a claim at its own expense, to assume control of the proceedings and to settle claims by way of settlement. We are to be involved in the conclusion of a settlement insofar as it may have factual or legal effects on us.
The customer undertakes to indemnify us against all claims of third parties resulting from (a) damage to the Products during the use, storage and utilisation of the Products by the customer and/or (b) improper use of the Products or the unauthorised alteration of our Products, unless the damage was caused by a defect of the Product for which we are solely or predominantly responsible.
Insofar as our Products are not designated by us for multiple use and/or resterilisation, the customer indemnifies us against all claims of third parties resulting from multiple use of the Products, resterilisation of the Products and/or other reprocessing of the Products.
The customer is obliged to take out liability insurance with a sufficient cover sum for third-party damage resulting from improper storage and/or improper use of the Products. The insurance cover is to be evidenced to us upon request.

Retention of Title

We reserve title to the purchased item until receipt of all payments from the business relationship with the customer; purely as a precaution, however, we reserve at least title to the purchased item until receipt of all payments from the supply contract.
In the event of conduct by the customer in breach of contract, in particular default in payment, we are entitled to take back the purchased item. The taking-back of the purchased item by us constitutes a withdrawal from the contract. After taking back the purchased item, we are entitled to realise it; the realisation proceeds are to be credited against the customer's liabilities – less reasonable realisation costs.
The customer is obliged to treat the purchased item with care; in particular, it is obliged to insure it adequately at its own expense against fire, water and theft damage at replacement value. Insofar as maintenance and inspection work is necessary, the customer must carry this out in good time at its own expense.
In the event of seizures or other interventions by third parties, the customer must notify us in writing without delay so that we can bring legal action ourselves.
The customer is entitled to resell the purchased item in the ordinary course of business; however, it already now assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim that accrue to it from the resale against its purchasers or third parties, and this irrespective of whether the purchased item has been resold without or after processing. The customer remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected thereby. We undertake, however, not to collect the claim as long as the customer meets its payment obligations from the proceeds received, does not fall into default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and there is no cessation of payments. If, however, this is the case, we may demand that the customer disclose to us the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.
The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same applies to the item arising from processing as to the purchased item delivered under retention of title.
If the purchased item is inseparably intermixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other intermixed items at the time of the intermixing. If the intermixing takes place in such a way that the customer's item is to be regarded as the main item, it is deemed agreed that the customer transfers co-ownership to us on a pro-rata basis. The customer holds the sole ownership or co-ownership thus arising in safekeeping for us.
The customer also assigns to us, to secure our claims against it, the claims that accrue against a third party from the combining of the purchased item with a piece of land.
We undertake to release the securities to which we are entitled at the customer's request insofar as the realisable value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is incumbent upon us.
In the event of conduct by the customer in breach of contract, default in payment, unauthorised dispositions of the reserved goods, a substantial deterioration in the customer's financial situation, as well as if the opening of insolvency proceedings over the customer's assets is applied for by the customer itself or by third parties, or the opening of such proceedings is refused for lack of assets, we are entitled to prohibit the processing and treatment as well as the disposal of the reserved goods. In these cases we are furthermore entitled to take possession of the reserved goods and, for this purpose, to enter the customer's business premises, to demand appropriate information and to take necessary inspection of its books.

Confidentiality

The contracting parties undertake to maintain secrecy regarding confidential information, in particular all trade and business secrets, in particular manufacturing processes, distribution channels, customer lists, calculation bases, company software and comparable information, both during the term of the contract and after its termination.
The confidentiality obligation does not extend to such knowledge as is accessible to anyone or whose disclosure is evidently without disadvantage for the respective other contracting party. In case of doubt, however, technical, commercial and personal processes and circumstances that become known to the contracting parties in connection with their cooperation are to be treated as company secrets. In such cases, the respective contracting party is obliged, before disclosure to third parties, to obtain an instruction from the management of the respective other contracting party as to whether a particular fact is to be treated as confidential or not. The duty of secrecy also extends to matters of other companies with which the contracting party is economically or organisationally connected.
The duty of secrecy likewise extends to members of the contracting parties or their subsidiaries, insofar as the persons concerned are not called upon by their activity to receive such communications.
Should medeqon GmbH, within the scope of the execution of this contract or in the course of its initiation, hand over images, drawings, sketches, samples, calculations or other documents, medeqon GmbH reserves the proprietary and copyright rights in these documents; they may not be made accessible to third parties without express written consent. After settlement of the contract, they are to be returned to medeqon GmbH without request. They are to be kept secret from third parties. The documents are not to be reproduced. They are to be handled and kept carefully and returned to medeqon GmbH completely and free of charge without delay after completion.
The contracting parties will take all necessary measures to ensure that all persons to whom confidential information is communicated or made accessible deal with it in the same way as the parties are obliged to do under this agreement.
The preceding paragraphs do not apply to the contracting parties if and insofar as they are legally obliged to pass on or publish confidential information. In this case, however, the contracting party will, before passing on or publishing confidential information, take suitable ways, in coordination with the respective other contracting party, to reduce any damage arising therefrom.
All commercial or technical information originating from medeqon GmbH (including features that can be inferred from any objects handed over, and other knowledge or experience) are, as long as and insofar as they are not demonstrably publicly known or were designated by medeqon GmbH for resale by the customer, to be kept secret from third parties and may within the customer's own business be made available only to such persons as must necessarily be drawn upon for their use and who are likewise obliged to maintain confidentiality. They remain the exclusive property of medeqon GmbH.
Without the prior written consent of medeqon GmbH, such information may not be reproduced or used commercially.
medeqon GmbH reserves all rights in the aforementioned information (including copyrights and the right to apply for industrial property rights, such as patents, utility models, etc.).
The customer acknowledges that these terms and conditions neither intend nor can be construed to grant the customer any rights or licences in the know-how or other industrial property rights of medeqon GmbH. Apart from reviewing the technology, the customer is not entitled to use the know-how for its own purposes or the purposes of third parties. Likewise, the customer is prohibited from applying for industrial property rights for the know-how or parts thereof. The customer acknowledges that the communication of information by us may in no case be regarded by the customer as a guarantee of the accuracy of the information, as disclosure with regard to patent law, as transfer of the right to intellectual property, or as an obligation of medeqon GmbH to conclude a contract at a later date.
The obligation of the contracting parties to protect each other's confidential information ends ten (10) years after the date of conclusion of the respective contract.

Severability Clause

Should a court or another competent authority declare one or more provisions of these contractual terms to be wholly or partly ineffective, void, invalid or unenforceable, this shall not affect the effectiveness, validity or enforceability of all the remaining provisions and of the unaffected remainder of that provision.
In place of the ineffective, invalid, void or unenforceable provision, an effective, valid and enforceable provision that comes as close as possible in economic result to the affected provision shall automatically be deemed agreed.

As at 28/04/2026