MIRUS™ Controller

Last amended: January 2020

Technologie Institut Medizin GmbH (TIM), hereinafter called the Contractor.

§ 1 General

Contractor shall provide its services exclusively on the basis of the following terms and conditions. Deviating terms and conditions will not be accepted. These terms and conditions shall apply only in relation to entrepreneurs.

§ 2 Storage of personal data

Contractor shall be entitled to store the personal data of the customer, for the proper processing of the order required.

§ 3 Formation of Contract

1. By enquiry the customer may order a RMA kit. In case of an order, this kit will be charged. The kit contains all the components necessary to send the object to service contractors. The prices are available on the service side.
2. Contractor will provide clients a quote for service after service object has arrived. A guarantee for the liability of the cost estimate is not accepted. Exceeding the cost estimate up to 20% will be accepted by the client.When exceeding this limit contractor will inform the client thereof. Client may in this case withdraw from the contract. Contractor will return the service object unpaid to the client.
3. The service contract is concluded when customer submits a written consent on release of the estimate to the contractor. The contractor adheres to the estimate four business days (excluding Saturday, Sunday) bound from transmission to the client. Then the contractor will return the service object with costs to the customer.

§ 4 Decrease and defects

1. The service operations are accepted if customer does not within 10 days after service contradicts the service object of a decrease. Contractor will inform the customer upon delivery of the service object to such legal consequences.
2. Client has the service object immediately after delivery to examine shortcomings in service for performance. Defects that are discovered during such examination or identified, the client must be notified within the above deadline. If the deficiencies are later seen, they must be notified within ten days of discovery of the defect. After the deadline, warranty claims expire.

§ 5 Calculation and Payment

1. Contractor shall be entitled to request an advance of up to 50% of the service costs. Basis of pre-calculation is the estimate.
2. Compared to the entitlements of the contractor, the client shall only offset claims that are undisputed or legally valid. The same applies to the right of retention.

§ 6 Warranty, Liability

1. The Contractor's liability is limited to the intentional or grossly negligent breach of duty by the Contractor, its legal representatives or agents.
2. The foregoing limitation of liability shall not apply in case of breach of cardinal obligations or in the event of injury to life, limb or health.
3. In relation to entrepreneurs warranty claims expire within twelve months from the delivery of the service object of the client.
4. Contractor shall provide a warranty in the first place by repair. If the repair fails twice, or is it only possible with disproportionate costs, the client has the right to reduce.

§ 7 Shipment

1. Customer bears all transportation costs for inputs and returns including packaging, shipping and any insurance if it is not a warranty case.
2. Customer bears the risk of transportation to delivery to the contractor and from the transfer to a carrier by the contractor.

§ 8 Performance, Jurisdiction and Choice of Law

1. Performance is relative to the contractor's place of business.
2. Jurisdiction is in relation to merchants, legal persons under public law or public special assets Koblenz. Contractor shall also be entitled to sue at the general jurisdiction of the client.
3. The legal relationship between client and contractor is to German Law.

Last amended: January 2019

§ 1 General rights and obligations of the contracting partners

1. The lessor pledges to avail the lease object to the lessee for the agreed lease term within a few days.
2. The lessee pledges to use the lease object only as agreed, to carefully observe the appropriate accident prevention and occupational safety regulations as well as other regulations, to pay the rent as agreed, to handle the lease object properly and to return it at the end of the lease term in a clean condition.

§ 2 Hand-over of the lease object, delay on the part of the lessor

1. The lessor has to hand over the lease object in a perfect and operational condition. Delivery terms: ex works
2. If the lessor delays with the hand-over at the beginning of the lease term, the lessee can demand compensation for this. In the case of slight negligence on the part of the lessor, the compensation shall be limited at most to the amount of the weekly rent. The lessee can withdraw from the contract, if the lessor continues to default on the delivery of the lease object even after having been given an adequate grace period.

§ 3 Defects at the time of receiving the lease object

1. The lessee is obliged to report defects immediately after receipt of the lease object.
2. Defects that are recognisable at the time of handing over the lease object, but which do not impair the planned use of the object significantly, can no longer be notified as defects, if they were not immediately reported to the lessor in writing after inspection.
3. The lessor has to rectify defects that were in existence during hand-over and were reported in time. The lessor shall bear the costs of the remediation of such defects. The lessor is also entitled to provide the lessee with a functionally equivalent lease object.

§ 4 Limitation of liability of the lessor

1. Any further claims for compensation against the lessor that extend beyond what has already been stipulated, particularly compensation for damages not affecting the lease object itself, can only be asserted by the lessee if: the lessor is grossly culpable; there is culpable breach of essential contractual obligations, provided the attainment of the contract purpose is being jeopardised in terms of the typical, foreseeable damage under the contract; there is damage arising from injury to life, body or health which is attributed to negligent breach of obligation on the part of the lessor or to the wilful or negligent breach of obligation on the part of a legal representative or agent of the lessor.
2. If through the fault of the lessor the lease object cannot be used as stipulated in the contract, as a result of failure to execute or improper execution of the proposals and advise, as well as other supplementary contractual obligations existing before or after conclusion of the contract – particularly instructions for operation and maintenance of the lease object – the provisions under Articles 3 (3) and 4 (1) shall apply accordingly, with the exclusion of any further claims by the lessee.

§ 5 Rent and payment, assignment to secure the rent arrears

1. Billing is done on the basis of the 8-day week (Monday to Monday).
2. The statutory value added tax calculated separately has to be paid by the lessee as an addition.
3. The retention and the offsetting rights of the lessee only exist in the case of counter-claims that are not disputed by the lessor or that have been legally established as binding, but not for disputed counter-claims.
4. If the lessee defaults on the payment of any due amount by more than 14 calendar days after a written reminder, or if a bill of exchange issued by the lessee is protested, the lessor is entitled to collect the lease object after notifying the lessee, without recourse to the courts and at the expense of the lessee – who shall grant access to the lease object for possible removal; the lessor shall then have the right to use the lease object for any other purpose. Any claims, to which the lessor is entitled under the contract shall remain unaffected; however, any amounts of money which the lessor has earned or would have earned during the agreed term of the contract, for example by leasing the object to other parties, shall be credited after deduction of the costs arising from the collection and re-letting of the object.

§ 6 End of the lease term and return of the lease object

1. The lessee is obliged to communicate the intended return of the lease object to the lessor beforehand and in time (notification of availability).
2. The lease term ends on the day on which the lease object is delivered to the premises of the lessor with all parts required for its initial operation and in a proper condition as stipulated in the contract: the earliest end date shall, however, be the date of expiry of the agreed lease term.
3. The lessee has to hand over the lease object in an operational and clean condition.
4. The return of the lease object has to be done during normal working hours of the lessor and as early as possible, so that the lessor can still be in position to inspect the lease object on that same day.

§ 7 Breach of the maintenance obligation

1. If the lease object is returned in a condition which shows that the lessee failed to meet his/her scheduled obligation to take due care of the object, the lessee shall be obliged to pay a fine equivalent to the amount of the rent as compensation until the completion of the repair work neglected contrary to the contract agreement. The lessee is however free to prove that less damage was incurred.
2. The lessee has to be informed of the scope of defects and damages attributed to him and he has to be given opportunity to investigate these. The lessor has to submit the estimated costs of repair work necessary for the remediation of the defects to the lessee as much as possible before commencement of the repair work.
3. The lease object shall be deemed to have been returned in a proper way on the part of the lessor, if the recognisable defects have not been queried immediately in the case of a correct return as specified in Article 6 (4), or within 14 calendar days after arrival at the designated destination, in the case of other defects.

§ 8 Other obligations of the lessee

1. The lessee may neither surrender the lease object to a third party nor transfer rights from this contract or grant rights of any kind pertaining to the lease object to third parties.
2. If a third party should assert rights over the lease object through confiscation, distraint or the like, the lessee is obliged to inform the lessor about this immediately by registered letter and to do the same for the third party.
3. The lessee has to take suitable measures to safeguard the lease object against theft.
4. The lessee has to inform the lessor of any accidents and to wait for his/her instructions. In the case of road accidents and theft of the lease object, the police has to be called in.
5. If the lessee culpably violates the aforementioned regulations 1 to 4, he/she is obliged to compensate the lessor for all damages incurred.

§ 9 Termination

1. In principle, this lease concluded for a definite term cannot be terminated by any of the contracting parties.
2. The same applies to the minimum lease term in the context of a lease concluded for an indefinite period. After expiry of the minimum lease term, the lessee has the right to terminate the lease concluded for an indefinite period with a notice of one day.
3. In the case of leases concluded for an indefinite period without a minimum lease term, the period of notice shall be two days, if it is agreed that the rent is on a weekly basis.
4. The lessor has the right to terminate the lease after notification but without compliance with any notice period:
   1. in the case of Section 5 no. 4;
   2. if after conclusion of the contract the lessor becomes aware that the entitlement to rent payments is endangered by the lack of capacity to pay on the part of the lessee;
   3. if, without the consent of the lessor, the lessee uses the lease object or part of it in a manner contrary to the intended purpose or takes it to another location.
   4. if the lessor exercises his/her right of termination as stipulated in Section 2, Article 5 (4) together with 6 and 7 shall apply accordingly.

§ 10 Loss of the lease object

1. If the lessee culpably or for compelling technical reasons fails to comply with his/her obligations to return the lease object in accordance with Article 6 (3), he/she shall be obliged to pay compensation.

§ 11 Other provisions

1. Divergent or supplementary agreements to this contract shall be made in writing.
2. If any provision of this contract should become ineffective, the other provisions of the contract shall not be affected by it.
3. Place of performance and exclusive place of jurisdiction – even for complaints in the documents and change process, shall be – if the lessee is a merchant, a legal entity under public law or a special estate under public law, the headquarters of the lessor for the two parts and for all claims or – at his/her discretion – the headquarters of his/her subsidiary which concluded the contract. The lessor can also lodge a complaint at any general place of jurisdiction of the lessee.