Version: 01 January 2026

1. Scope, Definitions, Priority

1.1 These General Terms and Conditions (“GTC”) apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. Any conflicting or deviating terms and conditions of the purchaser are hereby rejected and shall only apply if their validity has been expressly agreed to by us at least in text form. These GTC shall also apply as a framework agreement to all future contracts of a similar nature with the same purchaser. Legally relevant declarations and notices by the purchaser (e.g. setting of deadlines, notice of defects, withdrawal, price reduction) must be made at least in text form. Mandatory statutory form requirements remain unaffected.

1.2 The separate delivery conditions form an integral part of the contract and apply in addition; in the event of a conflict, these GTC shall take precedence.

1.3 References to statutory provisions are for clarification purposes only; the statutory provisions shall apply unless amended or excluded by these GTC.

2. Conclusion of Contract, Documents

2.1 Our offers are non-binding and subject to change. Acceptance may be declared in text form (e.g. order confirmation) or by delivery of the goods. We reserve all ownership and copyright rights in catalogues, technical documentation and product descriptions; these may not be made accessible to third parties without our consent.

2.2 Orders qualifying as offers pursuant to Section 145 BGB may be accepted by us within three weeks. Ancillary agreements or assurances require at least text form.

3. Prices, Payment Terms, Securities

3.1 The prices stated in the order confirmation shall apply plus statutory VAT. Objective cost changes occurring after conclusion of the contract (in particular collective wage agreements, material prices) entitle us to make a reasonable price adjustment; corresponding evidence shall be provided upon request. Prices are ex works/warehouse, net, excluding insurance, packaging, freight, transport to the installation site, unloading and installation.

3.2 Due date: Unless otherwise agreed, invoices are payable without deduction within 10 days from the invoice date; thereafter the purchaser shall be in default. During default, statutory default interest shall accrue; further claims for damages remain reserved. Payments shall be credited—irrespective of any differing provisions of the purchaser—first against older debts, then against costs, interest and finally against the principal claim. Payment shall only be deemed made once the amount is available; payment by cheque only upon clearance.

3.3 Instalment/payment models (optional, selectable and to be expressly agreed):

Model A: 30% deposit upon order placement; remaining balance within 10 days after delivery. Goods will only be ordered after receipt of the deposit.

Model B: Payments of one third each upon order placement, readiness for dispatch, and handover.

Model C: Bank guarantee for the full order value or leasing confirmation for the full order value; goods will be ordered after receipt of the security.

3.4 Deterioration of creditworthiness/advance payment: If, after conclusion of the contract, it becomes apparent that our payment claim is endangered due to the purchaser’s lack of ability to pay (e.g. insolvency application, payment default, significant deterioration in creditworthiness), we are entitled to refuse performance and—after setting a deadline—withdraw from the contract or demand advance payment or securities; in the case of custom-made products, withdrawal may be declared immediately.

3.5 Set-off/retention: The purchaser is only entitled to set off or assert rights of retention with undisputed or legally established counterclaims; in the case of defects, the purchaser’s rights under Clause 8 remain unaffected.

3.6 Acceleration: If the purchaser is in default with a payment, all other outstanding claims shall become immediately due without the need for a separate notice of default.

3.7 Foreign countries: For deliveries and services to purchasers abroad, the purchaser shall bear all judicial and extrajudicial costs of legal enforcement in the event of default.

4. Delivery and Performance Time, Self-Supply, Force Majeure, Delay

4.1 Delivery dates and deadlines require at least text form. The commencement of the delivery period presupposes clarification of all technical issues and—where agreed—the payment of deposits/securities.

4.2 Non-availability/self-supply/force majeure: If binding or non-binding delivery deadlines cannot be met for reasons beyond our control (non-availability of performance), e.g. untimely self-supply despite a congruent hedging transaction, supply chain disruptions, force majeure, we shall inform the purchaser without undue delay and notify a new estimated delivery date. If performance remains impossible even within the new deadline, we are entitled to withdraw from the contract in whole or in part; any consideration already received shall be refunded.

4.3 Delay in delivery/liquidated damages: In the event of delay in delivery attributable to us, the purchaser may claim liquidated damages amounting to 0.5% of the net delivery value per completed calendar week, capped at 5% of the net delivery value of the delayed goods. We reserve the right to prove that the damage was lower. Further claims shall only exist in cases of gross negligence or intent.

4.4 Partial deliveries are permissible insofar as they are reasonable.

5. Type of Delivery and Service Variants

5.1 Standard variant (Variant A): Unless otherwise agreed in the offer/order, delivery shall be made as the standard variant “kerbside delivery” at the place of destination. Unloading, carrying into the premises, installation/commissioning, IT integration as well as instruction/training are not included. The purchaser shall ensure access for vehicles, unloading facilities, continuous parking possibilities and provide the necessary personnel/equipment.

5.2 Further variants only upon express agreement:

Variant B – “to place of use (without installation)”: Delivery, unloading and positioning at the designated location; prerequisites include clear and safe access routes, completed premises, functional and approved lifts, load-bearing floors, precise measurements, an on-site inspection report at least two weeks prior to the date, and the presence of a contact person.

Variant C – “to place of use with installation/commissioning (without IT)”: In addition, setup/installation and functional testing; further prerequisites include no construction activity, no other trades on the installation day, approved power supply/official building acceptance; devices must remain unchanged at the designated location.

Variant D – “with IT integration”: In addition, IT integration in accordance with the IT checklist; structured cabling in accordance with EN 50173-1, functional internet access; network administrator reachable/present; all necessary passwords/access credentials provided.

Variant E – “with instruction/training (weekdays)”: Instruction/training on weekdays; participants released from duties and present throughout; no interruptions (phone calls/patients/trades).

5.3 Missing prerequisites, termination/costs: If the above prerequisites are not met on the day of service or cease to apply during performance, our staff are entitled to refuse or terminate the service. In this case, the purchaser shall bear the resulting reasonable and verifiable additional expenses (travel costs, hourly rates, downtime, rescheduling), unless the purchaser informed us in writing at least two weeks prior to the date.
No costs shall arise if the reason for termination/postponement falls within our sphere of risk.

6. Delivery, Transfer of Risk, Acceptance, Default of Acceptance

6.1 Delivery shall be ex warehouse; the place of performance for delivery and any subsequent performance shall be our warehouse. In the case of shipment, we shall choose the means and route of transport at our reasonable discretion.

6.2 Transfer of risk: The risk of accidental loss or deterioration shall pass to the purchaser at the latest upon handover; in the case of shipment, upon delivery to the forwarding agent/carrier. Where acceptance has been agreed, acceptance shall be decisive for the transfer of risk; the same applies in the event of default of acceptance.

6.3 Default of acceptance/storage: If the purchaser is in default of acceptance, fails to cooperate, or delivery is delayed for reasons attributable to the purchaser, we are entitled to claim the resulting damages including additional expenses (e.g. storage costs, additional journeys); liquidated compensation of 0.5% of the net delivery value per completed delivery week, capped at 5%. Both parties may prove higher or lower damages.

6.4 Upon the purchaser’s request, transport insurance shall be taken out; the costs shall be borne by the purchaser.

7. Inspection and Notice of Defects; Transport Damage

7.1 The purchaser shall inspect the goods without undue delay; obvious defects must be notified at least in text form within 10 working days of delivery, hidden defects within 10 working days of discovery. Goods intended for installation or further processing must be inspected immediately prior to processing. Failure to comply with inspection and notice obligations shall exclude defect claims.

7.2 Transport damage: In the event of transport damage, the goods must not be accepted or only accepted subject to written documentation and confirmation of the transport damage by the carrier.

8. Liability for Defects (Warranty)

8.1 Subsequent performance: If the goods are defective at the time of transfer of risk, we shall, at our discretion, provide subsequent performance by remedying the defect or supplying replacement goods; the costs of subsequent performance (transport, travel, labour and material costs) shall be borne by us. The purchaser shall grant us reasonable time and opportunity for subsequent performance. Section 439(3) BGB remains unaffected.

8.2 Rights upon failure: If subsequent performance fails, is unreasonable, refused or not provided within a reasonable period, the purchaser may, at its discretion, withdraw from the contract, reduce the purchase price or—within the limits of the liability provisions—claim damages in lieu of performance.

8.3 Minor defects: No rights may be derived from defects that do not or only insignificantly impair the value or suitability of the goods for their intended use.

8.4 Exclusions/obligations: No warranty is given for natural wear and tear, improper or negligent handling, improper maintenance, unsuitable operating materials; likewise not for damage caused by unauthorised interventions/improper repairs or modifications without our consent. The purchaser bears the burden of presentation and proof for the prerequisites of claims (defect, timing, notice).

8.5 Medical/fitness products – supplement: For medical devices/fitness equipment, warranty rights exist only if functional testing/training in accordance with operator/manufacturer regulations (MPBetreibV or manufacturer specifications) has been carried out by us or an authorised person and if operation and maintenance are performed properly by qualified personnel.

8.6 Limitation period: Warranty claims shall become time-barred—subject to statutory special limitation periods (e.g. Sections 438(1) No. 2, 478 BGB)—12 months after delivery. Rights of withdrawal and price reduction are governed by statutory provisions.

9. Cancellation by the Purchaser – Liquidated Damages

9.1 The purchaser is not entitled to withdraw from the contract without a statutory or contractual reason. If the purchaser nevertheless cancels an order in whole or in part without legal grounds or cancels an already confirmed delivery/service date, we are entitled to claim liquidated damages. The purchaser may prove that no damage or substantially lower damage has been incurred; we reserve the right to prove higher damage.

9.2 Flat-rate amounts (reasonable, differentiated according to procurement/production status):

Standard goods (not customer-specific):
a) Cancellation up to 14 calendar days before the confirmed dispatch/delivery date: 10% of the net order value.
b) Cancellation within the last 14 calendar days before the confirmed dispatch/delivery date or after notification of readiness for dispatch: 15% of the net order value.

Custom-made products/single procurement (customer-specific goods or components specially allocated for the purchaser):
a) Cancellation up to the start of production/procurement: 15% of the net order value.
b) Cancellation after the start of production/procurement: 20% of the net order value.
c) Cancellation within the last 14 calendar days before the confirmed dispatch/delivery date: 30% of the net order value.
The purchaser may prove lower damage; we reserve the right to prove higher damage.

10. Retention of Title (Extended/Prolonged)

10.1 We retain title to the delivered goods until full settlement of all present and future claims arising from the purchase contract and the ongoing business relationship. Pledging or transfer by way of security prior to full payment is prohibited; the purchaser shall notify us immediately of third-party access (e.g. seizure, insolvency application).

10.2 Processing/combination/mixing: We shall be deemed the manufacturer; if co-ownership arises, we shall acquire co-ownership in proportion to the values.

10.3 Advance assignment: Claims from resale are hereby assigned to us in advance to the extent of our (co-)ownership share; the purchaser remains revocably authorised to collect them. Upon revocation, the purchaser shall disclose and notify debtors; release of securities in the event of over-collateralisation exceeding 10%.

10.4 Financing agreements (e.g. leasing) require our prior consent unless the financing institution pays the purchase price component directly to us.

11. Liability

11.1 Claims for damages—irrespective of the legal basis—are excluded unless intent or gross negligence exists.

11.2 In the event of a breach of material contractual obligations (cardinal obligations), we shall be liable for any negligence, limited to the foreseeable damage typical for the contract; claims for loss of profit, saved expenses, indirect and consequential damages are excluded unless a guaranteed characteristic specifically aims to cover such damages.

11.3 The limitations/exclusions of liability shall not apply in cases of fraudulent intent, guaranteed characteristics, claims under the Product Liability Act, or injury to life, body or health.

11.4 The above provisions shall also apply in favour of our legal representatives, employees and vicarious agents.

12. Limitation

12.1 Unless otherwise provided in these GTC, warranty claims shall become time-barred 12 months after transfer of risk.

12.2 The limitation period in the case of supplier recourse (Sections 478, 479 BGB) shall be five years after delivery of the defective item.

13. Warranty Conditions

13.1 Warranty conditions: Independently of statutory warranty rights and in addition thereto, we grant—where offered in individual cases—a voluntary manufacturer’s warranty for new devices in accordance with separate warranty conditions. This includes in particular a 12-month full warranty and an additional 24-month parts warranty on the frame and applies exclusively to B2B transactions.

Within Germany, the full warranty in the first year includes, in addition to the free provision of spare parts, the assumption of labour and travel costs; in the second year, only spare parts are provided. For deliveries outside Germany, the warranty is generally limited to the free provision of spare parts ex works; packaging, transport as well as labour and travel costs shall be borne by the purchaser.

The prerequisites, exclusions, deadlines and procedures of the warranty are governed by the separate warranty conditions and are deemed agreed. These include in particular: proper use in accordance with the user manual, exclusive use of authorised accessories, no unauthorised interventions/repairs, and regular, verifiable maintenance by an authorised service partner (maintenance interval generally 12 months); the warranty shall lapse due to missing/defective maintenance only insofar as the damage is attributable thereto; notification of the warranty claim within 15 working days after occurrence or discovery.

Wear parts are excluded from the warranty; the decisive list is set out in Appendix 1 to the warranty conditions.

Statutory rights of the purchaser remain unaffected by the warranty.

13.2 Separate warranty booklets apply to certain product lines; their contents (e.g. exclusions for wear parts; maintenance/cleaning obligations) remain unaffected. The list of wear parts (Appendix 1 to the warranty conditions) applies to all product lines; the parts listed therein are excluded from warranties. Product-line-specific warranty booklets refer to Appendix 1.

14. Support Conditions (Hotline/Maintenance) – Reference

Where hotline support, software maintenance or IT services are agreed, only the separate support/maintenance conditions shall apply (scope of updates/upgrades, fault reporting, hotline hours, cooperation obligations, remuneration, term/termination), which shall take precedence over these GTC as more specific provisions.

15. (Electrical) Waste Equipment / Disposal

15.1 Where the purchaser is an entrepreneur, it is generally responsible for the disposal of equipment (e.g. in accordance with WEEE/ElectroG).

15.2 Optionally, we offer collection, dismantling and disposal of (electrical) waste equipment against reimbursement of costs. The purchaser shall delete personal data and separately remove used batteries/accumulators/lamps without damage. Collection may take place upon ordering a functionally equivalent new device, provided the request is made in writing upon order placement.

16. Data Protection and Data Processing

Where we obtain access to personal data in the context of delivery/support/IT integration, the applicable data protection provisions (in particular GDPR/BDSG) shall apply. Where required, a separate data processing agreement (DPA) shall be concluded. Information provided by us via online services may be reproduced for own purposes but not distributed; any infringement of intellectual property rights must be notified to us without undue delay.

17. Governing Law, Place of Performance, Jurisdiction (B2B)

17.1 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance shall be our registered office.

17.2 If the purchaser is a merchant, a legal entity under public law or a special fund under public law, our registered office shall be the exclusive place of jurisdiction for all disputes arising from or in connection with this contract. We are also entitled to bring proceedings against the purchaser at its general place of jurisdiction.

18. Severability Clause

Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected; the statutory provision shall replace the invalid provision.