General Terms and Conditions of

1. scope of application, form

(1) These General Terms and Conditions of Sale (T&Cs) of Healthcare Experts GmbH (HCE) apply to all business relationships with customers ("Buyer"). The T&Cs shall only apply if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

(2) The T&Cs shall apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), irrespective of whether HCE manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the T&Cs in the version valid at the time of the Buyer's order or in any case in the version last communicated to the Buyer in text form shall also apply as a framework agreement for similar future contracts, without HCE having to refer to them again in each individual case.

(3) The T&Cs shall apply exclusively; deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that HCE has expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if the Purchaser refers to its GTC in the context of the order and HCE does not expressly object to this.

(4) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in the order confirmations shall take precedence over the provisions of these T&Cs. In case of doubt, trade clauses shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

(5) Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting of deadlines, notification of defects, cancellation or reduction) must be made in writing. Written form within the meaning of these T&Cs includes written and text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected.

(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these T&Cs.

2. conclusion of contract

(1) HCE's offers are subject to change and non-binding. This shall also apply if the Buyer has been provided with product descriptions or documents - including in electronic form - to which HCE reserves ownership rights and copyrights.

(2) The order of the goods by the Buyer shall be deemed a binding contractual offer. Unless otherwise stated in the order, HCE shall be entitled to accept this contractual offer within 14 days of its receipt.

(3) Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the Buyer.

3. delivery period and delay in delivery

(1) The delivery period shall be agreed individually or specified by HCE upon acceptance of the order.

(2) If HCE is unable to meet binding delivery deadlines for reasons for which HCE is not responsible (non-availability of the service), HCE shall inform the Buyer of this immediately and at the same time inform of the expected new delivery deadline. If the service is also not available within the new delivery period, HCE shall be entitled to withdraw from the contract in whole or in part. Any consideration already paid by the Buyer shall be reimbursed immediately. Non-availability of the service exists, for example, in the event of late delivery by suppliers, if a congruent hedging transaction has been concluded, in the event of other disruptions in the supply chain, for example due to force majeure or if HCE is not obliged to procure in individual cases.

(3) The rights of the Purchaser pursuant to Section 8 of these T&Cs and the statutory rights of HCE, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent fulfilment), shall remain unaffected.

4. delivery, transfer of risk, acceptance, default of acceptance

(1) Delivery shall be ex warehouse, which is also the place of fulfilment for the delivery and any subsequent performance. At the request and expense of the Buyer, the goods shall be dispatched to another destination (sale to destination). Unless otherwise agreed, HCE shall be entitled to determine the type of dispatch (in particular transport company, dispatch route, packaging) itself.

(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon handover. In the case of sale by despatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the despatch. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. If the Buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

(3) If the Buyer is in default of acceptance, fails to co-operate or if the delivery is delayed for other reasons for which the Buyer is responsible, HCE shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).

5. Prices and terms of payment

(1) Unless otherwise agreed in individual cases, the current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory VAT.

(2) In the case of sale by despatch (Clause 4 (1)), the Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.

(3) The purchase price shall be due and payable within 14 days of invoicing and delivery or acceptance of the goods. However, HCE shall be entitled at any time, even in the context of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. HCE shall declare a corresponding reservation with the order confirmation at the latest.

(4) The Buyer shall be in default upon expiry of the above payment period. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. HCE reserves the right to claim further damages for default. The claim to commercial maturity interest (Section 353 HGB) against merchants shall remain unaffected.

(5) The Buyer shall only be entitled to rights of set-off or retention to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer's counter-rights shall remain unaffected, in particular pursuant to Section 7 (6) sentence 2 of these T&Cs.

(5) The Buyer shall only be entitled to rights of set-off or retention to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer's counter-rights shall remain unaffected, in particular pursuant to Section 7 (6) sentence 2 of these T&Cs.

6. reservation of title

(1) HCE shall retain title to the goods sold until full payment of all current and future claims of HCE arising from the purchase contract and an ongoing business relationship (secured claims).

(2) The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The Purchaser must notify HCE immediately in writing if an application for the opening of insolvency proceedings has been filed or if the goods belonging to HCE are seized by third parties (e.g. by way of attachment).

(3) In the event of breach of contract by the Buyer, in particular non-payment of the purchase price due, HCE shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for the return of the goods does not at the same time include a declaration of cancellation. Rather, HCE shall be entitled to merely demand the return of the goods and reserve the right to withdraw from the contract. If the Buyer does not pay the purchase price due, HCE may only assert these rights if the Buyer has previously been set a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory provisions.

(4) The Buyer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with (c) below. In this case, the following provisions shall apply in addition:

• (a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of the goods, whereby HCE shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, HCE shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

• (b) The Buyer hereby assigns to HCE by way of security any claims against third parties arising from the resale of the goods or the product in total or in the amount of any co-ownership share in accordance with the above paragraph. HCE hereby accepts this assignment. The obligations of the Purchaser referred to in paragraph 2 shall also apply in respect of the assigned claims.

• (c) In addition to HCE, the Buyer shall remain authorised to collect the claim. HCE undertakes not to collect the claim as long as the Purchaser fulfils its payment obligations to HCE, there is no deficiency in its ability to pay and HCE does not assert the retention of title by exercising a right in accordance with paragraph 3. If this is the case, however, HCE may demand that the Purchaser discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, HCE shall also be entitled to revoke the Buyer's authorisation to resell and process the goods subject to retention of title.

• (d) If the realisable value of the securities exceeds HCE's claims by more than 10%, HCE shall release securities of HCE's choice at the Buyer's request.

7. claims for defects of the buyer

(1) The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below. In all cases, the statutory provisions on the sale of consumer goods (§§ 474 ff. BGB) and the rights of the Buyer arising from separately issued guarantees, in particular on the part of the manufacturer, shall remain unaffected.

(2) The basis for liability for defects is above all the agreement reached on the quality and intended use of the goods (including accessories and instructions). All product descriptions and manufacturer's specifications that are the subject of the individual contract are deemed to be quality agreements in this sense.

(3) In the case of goods with digital elements or other digital content, HCE shall only be liable for the provision and, if applicable, updating of the digital content insofar as this expressly results from a quality agreement pursuant to para. 2. HCE accepts no liability in this respect for public statements made by the manufacturer or other third parties.

(4) In principle, HCE shall not be liable for defects which the Buyer is aware of or is grossly negligent in not being aware of when the contract is concluded (Section 442 BGB). Furthermore, the Buyer's claims for defects require that it has fulfilled its statutory inspection and notification obligations (Sections 377, 381 HGB). In the case of goods intended for further processing, an inspection must always be carried out immediately prior to processing. If a defect becomes apparent upon delivery, inspection or at any later point in time, HCE must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within three (3) working days of delivery and defects not recognisable during the inspection must be reported in writing within the same period of time from discovery. If the Buyer fails to carry out the proper inspection and/or report defects, HCE's liability for the defect not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions.

(5) If the delivered item is defective, HCE may initially choose whether to provide subsequent fulfilment by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). If the type of subsequent fulfilment chosen by HCE is unreasonable for the Buyer in individual cases, the Buyer may refuse it. HCE's right to refuse subsequent fulfilment under the statutory conditions shall remain unaffected.

(6) HCE is entitled to make the subsequent fulfilment owed dependent on the Buyer paying the purchase price due. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.

(7) The Purchaser shall give HCE the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the defective goods for inspection purposes. In the event of a replacement delivery, the Purchaser must return the defective item at HCE's request in accordance with the statutory provisions. However, the Purchaser shall not be entitled to return the goods

(8) HCE shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, in accordance with the statutory provisions and these T&Cs, provided that a defect actually exists. Otherwise, HCE may demand reimbursement from the Purchaser of the costs incurred as a result of the unjustified request to remedy the defect if the Purchaser knew or could have recognised that there was in fact no defect.

(9) In urgent cases, e.g. if operational safety is jeopardised or to prevent disproportionate damage, the Buyer shall have the right to remedy the defect itself and to demand compensation from HCE for the expenses objectively necessary for this purpose. HCE must be notified immediately, if possible in advance, of any such self-remedy. The right of self-remedy shall not apply if HCE would be entitled to refuse a corresponding subsequent fulfilment in accordance with the statutory provisions.

(10) If a reasonable deadline to be set by the Buyer for subsequent fulfilment has expired without success or is dispensable according to the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. In the case of an insignificant defect, however, there is no right of cancellation.

(11) Claims of the Buyer for reimbursement of expenses pursuant to § 445a para. 1 BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c sentence 2, 327 para. 5, 327u BGB). The Buyer's claims for damages or reimbursement of futile expenses (Section 284 BGB) shall only exist in accordance with the following Sections 8 and 9, even if the goods are defective.

8. Other liability

(1) Unless otherwise provided for in these T&Cs, including the following provisions, HCE shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) HCE shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, HCE shall only be liable, subject to statutory limitations of liability (e.g. care in its own affairs; insignificant breach of duty), for

1. a) for damages resulting from injury to life, limb or health,

1. b) for damages arising from the breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the contractual partner regularly relies and may rely); in this case, however, HCE's liability shall be limited to compensation for foreseeable, typically occurring damages.

(3) The limitations of liability resulting from paragraph 2 shall also apply to third parties and in the event of breaches of duty by persons (including in their favour) for whose fault HCE is responsible in accordance with the statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the Buyer under the Product Liability Act.

(4) The Purchaser may only withdraw from or terminate the contract due to a breach of duty which does not consist of a defect if HCE is responsible for the breach of duty. A free right of cancellation of the Buyer (in particular pursuant to Sections 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

9. Choice of law and place of jurisdiction

(1) These T&Cs and the contractual relationship between HCE and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods, even if national standards refer to international law.

(2) If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Hamburg. The same shall also apply if the Buyer is an entrepreneur within the meaning of Section 14 BGB. However, in all cases HCE shall also be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these T&Cs or an overriding individual agreement or at the general place of jurisdiction of the Buyer. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

Status: 12/2024