GENERAL TERMS AND CONDITIONS OF BUSINESS OF 24sens GmbH

I. Scope of application

1. The sale and delivery of all products sold by 24sens Gmbh (hereinafter referred to as 24sens) in Austria and abroad shall be made exclusively on the basis of these General Terms and Conditions (GTC). They shall be deemed to have been recognised by the placing of the order or acceptance of the delivery by the Customer or its vicarious agents.

2. This shall also apply to future transactions and deliveries between the same parties without the need for further reference.

3. Our terms and conditions of business shall also apply if the purchaser or supplier refers to his or other terms and conditions of business or purchase to the contrary. These shall be expressly contradicted here, unless 24sens has expressly agreed to such deviating terms and conditions in writing.

4. Individual agreements between the parties that conflict with the GTC shall remain unaffected by the terms and conditions set out here.

5. Should individual provisions be or become invalid, this shall not affect the remaining provisions.

II. Order and order acceptance

1. Our offers are subject to change. Orders are only binding for us if we confirm them in writing or by telex or if we fulfil them by sending you the goods. Verbal collateral agreements, amendments, supplements or assurances to offers or written contracts shall only be effective if confirmed in writing.

2. Deviations of the ordered or delivered articles from the order, in particular with regard to material and design, are expressly reserved within the scope of technical progress.

3. In the case of contracts whose fulfilment takes place in several individual deliveries, each delivery shall be deemed a separate transaction.

III.  Prices

Prices are free domicile plus VAT at the statutory rate, unless otherwise stated.

IV. Terms of delivery, transfer of risk, packaging, despatch

1. Delivery dates or deadlines shall only apply if expressly agreed in writing. Compliance with the delivery obligation on the part of 24sens presupposes the timely and proper fulfilment of the customer's obligations. We reserve the right to plead non-fulfilment of the contract.

2. 24sens shall not be responsible for delays in delivery due to force majeure or due to events that make it considerably more difficult or even impossible for 24sens to fulfil its delivery obligations on time, even in the case of bindingly agreed deadlines.

3. The risk of damage, deterioration, destruction or loss of the goods shall pass to the customer as soon as the consignment of goods has been delivered.

4. Unless otherwise agreed, 24sens shall select the type of packaging and dispatch at its own discretion.

5. Special packaging not invoiced, such as reusable pallets, shall remain the property of the Supplier. The Buyer shall be obliged to return these to the carrier.

6. 24sens reserves the right to invoice the corresponding shipping costs for order-related shortfalls.

V. Terms of payment

1. All payments to 24sens shall be made exclusively in euros.

2. Unless otherwise agreed, the purchase price shall be paid net (without deduction) within 15 days of the invoice date.

3. If the payment deadlines are exceeded, interest shall be charged at a rate of 5% above the respective Bundesbank discount rate, unless 24sens provides evidence of higher debit interest.

4. Cheques and rediscountable bills of exchange shall not be accepted.

5. Non-compliance with terms of payment or circumstances which give rise to serious doubts as to the creditworthiness of the customer shall result in 24sens' claims becoming due immediately. In addition, 24sens shall be entitled to demand advance payments for outstanding deliveries and to withdraw from the contract after a reasonable period of grace or to demand compensation for non-performance, to prohibit the customer from reselling the goods and to reclaim goods not yet paid for at the customer's expense.

VI. Retention of title

1. 24sens shall retain title to the goods until all its claims against the customer have been fulfilled. The customer shall be prohibited from pledging the goods in advance or transferring them by way of security. In the event of behaviour in breach of contract on the part of the customer, in particular default of payment, 24sens shall be entitled to take back the delivered goods.

2. The customer shall be entitled to resell the goods in the ordinary course of business.

However, he hereby assigns to us all claims in the amount of the invoice total of our claim which accrue to him from the resale against his buyer or third parties. We accept this assignment. The customer remains authorised to collect this claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer fulfils his payment obligations from the newly collected proceeds, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may demand that the customer disclose the assigned claims and their debtors, to provide all information necessary for collection information required for collection, hand over the relevant documents and inform the debtor of the assignment.

3. 24sens shall be entitled to sell the goods on the open market or have them auctioned if it makes use of its retention of title in accordance with the above provisions by taking back goods subject to retention of title. The goods subject to retention of title shall be taken back at the proceeds realised, but at most at the agreed delivery prices.

VII. Liability for defects

1. The customer shall be obliged to inspect the products received from 24sens immediately after delivery and to report any defects or delivery errors immediately, at the latest within one week of receipt of the goods. Such defects that cannot be discovered within one week of receipt of the goods, even with careful inspection of the goods, must be reported in writing immediately after discovery, but no later than 6 months after receipt of the goods, enclosing the delivery note belonging to the consignment concerned.

2. If the instructions for use or notes on the packaging of the goods are not observed or the goods are not stored and used in accordance with their intended purpose, any warranty shall lapse, provided this does not contradict any statutory provisions.

3. 24sens shall only be liable for the functionality and suitability of the delivery if 24sens has advised the customer and has given express written assurance.

4. 24sens shall be entitled, at its discretion, to rectify defects or supply a replacement free of charge in the event of a justified complaint - whereby the quality and design shall be determined by the reference samples approved in writing by the customer. Replaced parts shall be returned to 24sens on request.

5. Unauthorised reworking and improper handling shall result in the loss of all claims for defects. The purchaser shall only be entitled to rectify defects after prior notification of 24sens and to demand reimbursement of the reasonable costs to be proven for this in order to avert relatively serious damage or in the event of delay in rectifying the defect.

6. In particular, our liability for all breaches of duty in connection with the performance of a contract, irrespective of the legal grounds, shall be limited to compensation for direct damage that is reasonably foreseeable for us, but to a maximum of 7.5 % of the net order value and shall in no case include liability for damages resulting from business interruption and loss of production, in particular loss of profit, or for increased or futile production costs.

7. The aforementioned limitation of liability shall not apply in the event of intent or gross negligence on the part of our executive bodies. Liability under the Austrian Product Liability Act remains unaffected.

VIII. Return of goods

1. 24sens shall only take back goods in exceptional cases for special reasons. The return of goods shall require express written consent, without which no credit note will be issued for returned goods.

2. The value to be reimbursed for the return of goods shall depend on the age, condition and resaleability of the goods. Goods that cannot be resold and customised products are excluded from return.

3. The buyer bears the risk of costs for the transport of returned goods.

IX. Intellectual property, industrial property rights

1. We reserve the property rights and copyrights to illustrations, plans, drawings, drafts, design proposals, calculations and other documents which are enclosed with the 24sens offers or which reach the purchaser in the course of the co-operation. The Purchaser shall require the written consent of 24sens for any disclosure to third parties.

2. If 24sens has to deliver according to drawings, models or samples of the purchaser, the purchaser shall be responsible for ensuring that the industrial property rights of third parties are not infringed as a result. The purchaser shall indemnify 24sens against claims by third parties and pay compensation for any damage incurred. If a third party prohibits the manufacture or delivery by invoking a property right belonging to it, 24sens shall be entitled to cease work without examining the legal situation.

X. Export and domestic distribution

1. Prior written authorisation is required for the sale, dispatch and export of the delivered goods to a country outside the customer's registered office. We reserve the right to impose a contractual penalty in the event that goods are brought to these markets without our written authorisation.

2. Every reseller is obliged to maintain the traceability of his end customers so that in the event of a recall, in accordance with the EC Directives on medical devices of 14 July 1993 (93/42/EEC), his end users can be contacted and the corresponding medical device can be withdrawn from the market. The obligation shall continue to apply for the period after termination of the business relationship.

3. The deliveries and services are subject to the proviso that there are no obstacles to fulfilment due to national or international regulations, in particular export control regulations as well as embargoes or other sanctions. The contracting parties undertake to provide all information and documents required for the export/transfer/import. Delays due to export inspections or authorisation procedures shall suspend deadlines and delivery times. If the necessary authorisations are not granted, the contract shall be deemed not to have been concluded with regard to the ordered goods; claims for damages shall be excluded in this respect and due to the aforementioned failure to meet deadlines.

XI. General obligations of the distributor and the customer (Art. 14 MDR)

All distributors and customers who purchase 24sens products and in turn offer these products on the market or distribute them commercially are subject to the general obligations under Art. 14 MDR.

XII. Place of fulfilment, place of jurisdiction and applicable law

1. The place of fulfilment for all obligations arising from the contractual relationship between 24sens and the purchaser shall be the registered office of our company.

2. The place of jurisdiction shall be, at the discretion of 24sens, the 24sens registered office or the registered office of the Customer.

3. The law of the Republic of Austria shall apply to these GTC and the entirety of the contractual relationship between the parties. The applicability of the UN Convention on Contracts for the is hereby excluded.

Status: 15/08/2023