General Terms and Conditions of Sale and Purchase

General Terms and Conditions of Sale of Technologie Institut Medizin GmbH (TIM)

§1 Scope of application & form

(1) These General Terms and Conditions of Sale (GTCS) apply to all our business relationships with our customers ("Buyer"). The GTCS only apply if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

(2) Insofar as we provide services for the customer on buildings (e.g. medical test systems), the VOB/B in the respective valid version shall take precedence over these GTC.

(3) The GTCS shall apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers. Unless otherwise agreed, the GTCS in the version valid at the time of the Buyer's order or in any case in the version available at https://tim-gmbh.de/general-terms-and-conditions/ shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

(4) Our GTCS shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Buyer shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example, even if the Buyer refers to his General Terms and Conditions in the context of the order and we do not expressly object to them.

(5) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in our order confirmation shall take precedence over the GTCS. In case of doubt, commercial 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.

(6) 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 GTCS 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.

(7) 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 GTCS.

(8) The Buyer shall perform all acts of co-operation required for the agreed deliveries and services. In particular, the Buyer shall provide us with all information and documents in good time and obtain any necessary public authorisations.

§ 2 Conclusion of contract, scope of services & software

(1) Our offers are subject to change and non-binding.

(2) The order of the goods by the Buyer shall be deemed a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 7 days of its receipt by us.

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

(4) The scope of performance is primarily determined by our offer. Weight and dimension specifications in brochures and offers are not guarantees of quality. We reserve the right to make reasonable changes to the design and construction. The functions of the software offered are limited to the description in the specifications. As far as reasonable for the customer, we reserve the right to use as-new or refurbished parts.

(5) Technical standards shall only serve to describe the performance unless we expressly guarantee compliance with a technical standard. Guarantees of quality or durability must be made in writing.

(6) We reserve all property rights, copyrights and industrial property rights to drawings, technical documents and other data, information and documents of a physical and non-physical nature - including in electronic form - without restriction; they may not be made accessible to third parties without our written consent.

(7) In the event of any resale of goods purchased from us, the Buyer shall be responsible for compliance with statutory requirements - including any export regulations - and shall indemnify us in this respect from all obligations resulting from the resale.

(8) If software is included in the scope of delivery, the following provisions shall apply: We grant the Buyer a non-exclusive and non-transferable right to use the software in accordance with and subject to the following provisions:

(a) If software is supplied as part of a device ("firmware"), the Buyer may only use such software with the purchased device. The use of the software with another device requires our express written consent. Except where copyright restrictions apply, the customer is not entitled to modify, reverse engineer, translate, extract parts of or combine the software with other programmes.

b) The purchaser is not entitled to rent or lend software to third parties or to grant sub-licences. Software purchased together with a device may only be resold together with the associated device.

c) The purchase of software - even as part of a device ("firmware") - does not oblige us to provide software services. These require a separate agreement.

§ 3 Delivery period and delay in delivery

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

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

(3) The occurrence of our default in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the Buyer is required. If we are in default of delivery, the Buyer may demand lump-sum compensation for the damage caused by the delay. The liquidated damages shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, but shall not exceed a total of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the Buyer has suffered no damage at all or only significantly less damage than the above lump sum.

(4) The rights of the Buyer pursuant to § 8 of these GTCS and our statutory rights, 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) We are entitled to make partial deliveries unless this is unreasonable for the Buyer.

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

(3) 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 organisation otherwise designated to carry out the shipment. 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.

(4) If the Buyer is in default of acceptance, fails to co-operate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this we charge a flat-rate compensation of EUR 35 per calendar day, beginning with the delivery deadline or - in the absence of a delivery deadline - with the notification that the goods are ready for dispatch. Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, cancellation) shall remain unaffected; however, the lump sum shall be offset against further monetary claims. The Buyer shall be entitled to prove that we have suffered no loss at all or only a significantly lower loss than the above lump sum.

§ 5 Prices, terms of payment & delivery periods

(1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory VAT. The prices are EXW (Incoterms® 2020). Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.

(2) The purchase price shall be due and payable within 14 days of invoicing and delivery or acceptance of the goods, unless otherwise agreed in an individual agreement. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.

(3) The Buyer shall be in default upon expiry of the aforementioned payment period. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default.

(4) The Buyer shall only be entitled to set-off or retention rights 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 § 7 para. 6 sentence 2 of these GTCS.

(5) If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that our claim to the purchase price is jeopardised by the Buyer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract. In the case of contracts for the manufacture of non-fungible goods (customised products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

(6) Compliance with agreed deadlines shall require that all commercial and technical questions between us and the buyer have been clarified and that the customer has fulfilled all obligations incumbent on him, such as the provision of documents to be procured by him, other supplies, official authorisations or the payment of a deposit. If this is not the case, the delivery time shall be extended accordingly. This shall not apply if we are responsible for the delay.

§ 6 Retention of title

(1) We reserve title to the goods sold until full payment of all our current and future claims 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 until the secured claims have been paid in full. The buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties have access to the goods belonging to us (e.g. seizures).

(3) In the event of breach of contract by the Buyer, in particular non-payment of the purchase price due, we 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 the declaration of cancellation; we are rather entitled to demand only the return of the goods and to reserve the right to cancel the contract. If the Buyer does not pay the purchase price due, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

(4) Until revocation in accordance with (c) below, the Buyer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. 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 our goods, whereby we 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, we 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 us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the Buyer stated in para. 2 shall also apply with regard to the assigned claims.

(c) The Buyer shall remain authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer fulfils his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with para. 3. If this is the case, however, we can demand that the buyer informs us of 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, we 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 our claims by more than 10%, we shall release securities of our 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 stipulated below. In all cases, the statutory provisions on the sale of consumer goods and the Buyer's rights arising from separately issued guarantees, in particular on the part of the manufacturer, shall remain unaffected.

(2) The basis of our 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 which are the subject of the individual contract shall be deemed to be quality agreements in this sense. If the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not.

(3) In the case of goods with digital elements or other digital content, we shall only be obliged to provide and, if applicable, update the digital content if this is expressly stated in a quality agreement in accordance with para. 2.

(4) In principle, we shall not be liable for defects that the Buyer is aware of or is grossly negligent in not being aware of when the contract is concluded. Furthermore, the Buyer's claims for defects presuppose that he has complied with his statutory inspection and notification obligations. In the case of goods intended for installation or other further processing, an inspection must always be carried out immediately prior to processing. If a defect is discovered during delivery, inspection or at any later point in time, we must be notified immediately in writing. In any case, obvious defects must be reported in writing within 10 working days of delivery and defects not recognisable during the inspection must be reported in writing within the same period from discovery. If the Buyer fails to carry out the proper inspection and/or report defects, our liability for the defect not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions. In the case of goods intended for assembly, mounting or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of a breach of one of these obligations; in this case, in particular, the Buyer shall have no claims for reimbursement of corresponding costs ("removal and installation costs").

(5) If the delivered item is defective, we may initially choose whether to provide subsequent fulfilment by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). If the type of subsequent fulfilment chosen by us is unreasonable for the buyer in the individual case, he can reject it. Our right to refuse subsequent fulfilment under the statutory conditions remains unaffected.

(6) We are 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 Buyer shall give us the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to us at our request in accordance with the statutory provisions; however, the Buyer shall not be entitled to return the item. Subsequent fulfilment shall not include the dismantling, removal or disassembly of the defective item or the installation, attachment or assembly of a defect-free item if we were not originally obliged to perform these services; the Buyer's claims for reimbursement of corresponding costs ("dismantling and assembly costs") shall remain unaffected.

(8) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any dismantling and installation costs, in accordance with the statutory provisions and these GTCS, if a defect actually exists. Otherwise, we may demand compensation from the Buyer for the costs arising from the unjustified request to remedy the defect if the Buyer 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 us for the expenses objectively required for this. We must be notified immediately, if possible in advance, of any such self-remedy. The right of self-remedy does not exist if we 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 unsuccessfully or is dispensable in accordance with 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 by the buyer for reimbursement of expenses are excluded unless the last contract in the supply chain is a consumer goods purchase or a consumer contract for the provision of digital products. Claims of the Buyer for damages or reimbursement of futile expenses shall only exist in accordance with the following §§ 8 and 9, even if the goods are defective.

§ 8 Other liability

(1) Unless otherwise stated in these GTCS, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

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

a) for damages resulting from injury to life, body or health,

b) for damages arising from the breach of an essential contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.

(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) whose fault we are responsible for in accordance with 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 Buyer may only withdraw from or cancel the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. Neither party shall be responsible for any failure to perform due to force majeure. Force majeure is a circumstance caused by an impediment beyond the reasonable control of a party, such as one of the following reasons: Natural disasters - such as pandemics or epidemics - military conflicts, confiscation, restriction of energy consumption, labour disputes, or if disruptions in performance by suppliers are due to one of these reasons. This provision applies to all contractual obligations, including obligations to pay damages. If one party is affected by force majeure, the other party must be informed in writing.

§ 9 Statute of limitations

(1) Notwithstanding § 438 Para. 1 No. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

(2) If the goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness, the limitation period shall be 5 years from delivery in accordance with the statutory provisions. Further special statutory provisions on limitation periods shall remain unaffected.

(3) The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods, unless the application of the regular statutory limitation period would lead to a shorter limitation period in individual cases. The Buyer's claims for damages pursuant to § 8 para. 2 sentence 1 and sentence 2 (a) and pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

§ 10 Safety obligations of the buyer

The Buyer is responsible for compliance with the national laws, ordinances and safety regulations to which he is subject, in particular with regard to approval, installation, operation, maintenance and repair of the goods, and is obliged to fulfil these. The Buyer undertakes to indemnify us against all claims asserted against us due to non-compliance with such regulations by the Buyer.

§ 11 Choice of law and place of jurisdiction

(1) The law of the Federal Republic of Germany shall apply to these GTCS and the contractual relationship between us and the Buyer, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(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 our registered office in Koblenz. The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases we shall also be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these GTCS or an overriding individual agreement or at the Buyer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

(3) The GTCS are available in German and English. In case of any inconsistencies or discrepancies between the interpretation of the German and English versions of these GTSC, the German version shall prevail.

Status: 03/2025