GENERAL TERMS AND CONDITIONS FOR DEALERS as on 01.05.2016

§ 1 Scope of application of these general terms

The following conditions are exclusively applicable for all business relationships established with GMS German Medical Supply GmbH, especially for offers, deliveries and services, unless otherwise expressly agreed upon or specified. Collateral agreements, amendments or additions are only effective through written acknowledgement by GMS German Medical Supply GmbH. Order conditions of customers/buyers of GMS German Medical Supply GmbH, which deviate from these conditions, shall only be applicable if GMS German Medical Supply GmbH has expressly consented these conditions in writing. A delivery by GMS German Medical Supply GmbH shall not be applicable as an acknowledgement of the order conditions of the delivering party, but is subject to the stated prerequisites of the written consent by GMS German Medical Supply GmbH for effect. We exclusively sell to persons who, at the time of conclusion of the contract, are exercising their commercial or independent professional activity as well as to any legal entities or special-purpose entity organised under the public law.

§ 2 Conclusion of contract

All offers of GMS German Medical Supply GmbH are non-binding as regards the price, quantity, delivery period and delivery option. Orders or contracts placed by telephone, electronically or in any other form towards GMS German Medical Supply GmbH, shall be considered as accepted by GMS German Medical Supply GmbH only when they have been confirmed by GMS German Medical Supply GmbH electronically or in writing. The order confirmation and contract acceptance can take place by GMS German Medical Supply GmbH even by dispatching the goods or invoicing. GMS German Medical Supply GmbH expressly reserves the right to reject or not fulfil the contracts and orders without specifying the reason. In this case, GMS German Medical Supply GmbH shall inform the customers about the same

§ 3 Risk assumption and dispatch

The dispatch of the goods ordered with GMS German Medical Supply GmbH takes place at the risk of the customers/buyers, even in case of freight-paid deliveries. The risk of dispatch lies with the customer/buyer, to the extent that the transfer of the goods has been made by GMS German Medical Supply GmbH to the transport company. The conclusion of transport insurance can
take place at any time by the customer/buyer at their expense. GMS German Medical Supply GmbH shall choose the dispatch route and the mode of dispatch and can always be separately determined before the dispatch by the customer/buyer after consultation with GMS German Medical Supply GmbH. GMS German Medical Supply GmbH will make every effort to execute the contracts and dispatch of goods immediately after order confirmation and to take into account any dispatch needs of the customer/buyer. Unforeseeable delivery obstacles due to interruption of operations, force majeure, strikes in GMS German Medical Supply GmbH as well as the dispatch companies or other companies involved in the proper dispatch extend the delivery periods agreed earlier by the period required to clear the delivery obstacle. If the clearance of the delivery obstacle takes longer than four weeks, then both parties are authorised to withdraw from the contract. In this case, reciprocal claims of the parties from the contract terminated due to withdrawal do not exist.

§ 4 Prices

All prices are non-binding and in Euro plus the legal VAT unless otherwise agreed upon between the parties in writing. Unless otherwise specified, the prices are applicable ex Leipzig warehouse. Changes on account of increase in prices by the preliminary supplier or manufacturer shall be notified before the delivery so that the customer/buyer has the option of withdrawing from the contract before the delivery. Increase or re-establishment of the costs on generation, sale, transport, etc. of the goods including official levies authorise GMS German Medical Supply GmbH to increase the prices on conclusion (apportioned contracts). The same applies to deliveries that are to be made only after 4 months – calculated from the conclusion of the contract. For calculation, the weights, dimensions or quantities specified in the dispatch locations of GMS German Medical Supply GmbH shall be decisive.

§ 5 Dispatch costs and minimum order value

GMS German Medical Supply GmbH delivers from a minimum order value of Euro 1.00 net within Germany. From a net value of goods to the amount of EUR250.00, the delivery within Germany shall be free of cost. In case of orders below EUR250.00, GMS German Medical Supply GmbH calculates a lump sum dispatch cost of EUR4.99 within Germany. The dispatch costs for deliveries to other countries shall be borne by the customer/buyer in full. On request by the customer/buyer, an express-delivery of the ordered goods is possible. The additional costs in the form of the express surcharge levied by the transport company shall be borne by the customer/buyer. If the customer/buyer wishes for a direct dispatch of the goods to a third party, GMS German Medical Supply GmbH charges a processing lump sum of EUR8.00 per order. In case of pallet deliveries, these must always be replaced. Failure to replace shall attract a charge of EUR25.00 per pallet.

§ 6 Delivery reservation

GMS German Medical Supply GmbH is authorised at all times to predicate a delivery/dispatch of the goods on a down payment or advance payment by the customer/buyer and shall inform the customer/buyer about it in this case before the delivery.

§ 7 Part delivery and delayed delivery

GMS German Medical Supply GmbH is authorised to make a complete delivery or part deliveries. Excess or short deliveries in reasonable limits shall be considered as fulfilment of the contract. GMS German Medical Supply GmbH takes every effort to adhere to the agreed delivery periods. Delivery is subject to correct and timely delivery by our suppliers. If a delivery period agreed upon in writing is exceeded, GMS German Medical Supply GmbH shall notify the customer/buyer immediately and the customer/buyer is authorised to object it through a written notification to GMS German Medical Supply GmbH. If the customer/buyer does not object within 48 hours in writing, the order shall be considered as accepted independent of the previously agreed delivery period. A claim to demand damages on account of delayed delivery or impossibility (e.g. due to unforeseen events for which GMS German Medical Supply GmbH or their preliminary suppliers cannot be held responsible) is ruled out as far as legally permissible. Unforeseen events (whether occurring at GMS German Medical Supply GmbH or with the supplier) such as operational breakdowns, war, shortage of raw materials, traffic disruptions, government orders, changes in the currency rates, industrial disputes and other cases of force majeure frees GMS German Medical Supply GmbH from their delivery obligation for the duration of the disruption and to the extent of its impact. Events of such nature authorise both parties to withdraw from the contract entirely or partly.

§ 8 Complaints

Complaints can only be taken into account if the customer/buyer carefully examines the item immediately after arrival at the agreed destination, if required through trial processing, and has shown GMS German Medical Supply GmbH the alleged defect at the latest within 10 days after arrival, with evidence, and the hidden defect immediately upon identification. If the customer/buyer refrains from showing it or if the item is processed or consumed, it shall be considered as accepted. Transport damages shall be reported immediately in writing. A damage report must be prepared as per the specifications of the carrier.

§ 9 Limitation of liability

The liability of GMS German Medical Supply GmbH is limited to the taking back of the defective items. For a significant defect in the goods pointed out in time during the transfer of risk, GMS German Medical Supply GmbH makes a free replacement against the fulfilment of the payment obligation of the customer/buyer, step by step. If a compensation fails, is not possible or is not carried out by GMS German Medical Supply GmbH or is not carried out in a reasonable period, GMS German Medical Supply GmbH is obligated to a reduction. Other claims are ruled out unless it is a case of intent or gross negligence by the organisational representative. This particularly concerns claims for damages unless a breach of duty by GMS German Medical Supply GmbH has led to injury to health, life and limb due to intent or gross negligence. GMS German Medical Supply GmbH accepts limited liability for the damage foreseeable at the time of the conclusion of the contract, if applicable for additional expenses for covering purchase. GMS German Medical Supply GmbH does not accept liability for damages that have developed on the delivery objects. GMS German Medical Supply GmbH does not accept liability for any printing mistakes or errors. The processing of the goods delivered by GMS German Medical Supply GmbH takes place at the risk of the customer/buyer. The processing suggestions made by GMS German Medical Supply GmbH are non-binding even in view of any third party rights and
do not exempt the customer/buyer from the inspection of the goods delivered by GMS German Medical Supply GmbH for suitability and function.

§ 10 Return delivery

Only on account of a prior written consent by GMS German Medical Supply GmbH, GMS German Medical Supply GmbH is under obligation to take back purchased goods from the customer/buyer. Only in such a case, GMS German Medical Supply GmbH is ready to take back the goods against a credit note, or alternatively replace the goods. Goods that are sent back without such compliance to GMS German Medical Supply GmbH, may not be accepted by GMS German Medical Supply GmbH and can be sent back by GMS German Medical Supply GmbH against a charge or destroyed. GMS German Medical Supply GmbH does not accept liability for return transport. In the cases of destroying the goods, GMS German Medical Supply GmbH sends a destruction notification to the customers/buyers. If GMS German Medical Supply GmbH agrees to take back the sent goods without any legal ground, out of goodwill, GMS German Medical Supply GmbH shall be entitled to a processing fee to the amount of 15 % of the value of goods, however to a minimum amount of EUR20. Goods that are no longer usable, outdated/expired goods shall not be reimbursed by GMS German Medical Supply GmbH. Sterile items, medicines, medicinal products with special hygienic requirements, specially manufactured items or those tailor-made for custom requirements, software and diagnostics shall be excluded from taking back. The costs for any return deliveries within the country and abroad shall be borne by the return sender. GMS German Medical Supply GmbH reserves the right to additionally bill dispatch costs if the order value has changed due to the return delivery. The costs for the loss of a return delivery shall be borne by the return sender. The risk of transport and dispatch lies with the customer/buyer in this case.

§ 11 Payment

The payment by the customer/buyer shall be made on account or by cash on delivery. The additional costs of a payment by cash on delivery shall be borne by the customer. Invoices are due with the expiry of the payment term stated on the invoice (normally seven days) immediately and without any deduction. Payment obligations shall only be considered as fulfilled if the payment has been made by the customer/buyer and GMS German Medical Supply GmbH can definitely have the equivalent amount of the receivable. Invoices to be paid by direct debit are payable on the day of invoicing. The date of receipt of payment shall be considered as the payment date. If the term of payment is exceeded, GMS German Medical Supply GmbH is authorised to charge an interest for default to the amount of 5% on the base interest rate. In case of new customers, customers/buyers in default and in case of an overseas delivery, GMS German Medical Supply GmbH reserves the right to deliver only against cash before delivery or cash on delivery.

§ 12 Dunning charges and default of payment

In case of default of payment by the customer/buyer, all claims of GMS German Medical Supply GmbH shall become due immediately. If the customer/buyer is in default of payment, his right to the ownership of the delivered goods expires. By utilising the right of access, GMS German Medical Supply GmbH can collect the goods from the customer/buyer and dispose of or sell the items in the open market. The costs for carrying this out or the losses and damage incurred shall be borne by the
Customer/buyer. GMS German Medical Supply GmbH is authorised to charge dunning costs for a maximum of three reminders to the amount of EUR5.00 each reminder.

§ 13 Retention of title

All goods sold by GMS German Medical Supply GmbH shall remain entirely in the ownership of GMS German Medical Supply GmbH till the fulfilment of all claims of GMS German Medical Supply GmbH towards the customers/buyers from the entire business relationship. The customer/buyer shall assign all receivables from the resale of the reserved goods to the amount of the invoice value of the reserved goods or co-owned goods to GMS German Medical Supply GmbH. In case of goods co-owned by GMS German Medical Supply GmbH, however only up to the amount of the proportionate value (invoice amount) of the goods. The customer/buyer is entitled to collect the claims and receivables assigned as long as it fulfils its obligations towards GMS German Medical Supply GmbH and does not get into financial difficulties. At the request of GMS German Medical Supply GmbH, the customer/buyer shall immediately notify their debtors of the assigned claims and receivables as well as the invoice amount of the resold reserved goods, provide all details required for collection, hand over all relevant documents and notify the assignment to the debtors. Third party accesses to goods owned or co-owned by GMS German Medical Supply GmbH and the assigned claims and receivables shall also be reported by the customer/buyer immediately by specifying the address of the third party. All costs arising from the intervention shall be borne by the customer/buyer. As long as GMS German Medical Supply GmbH has the ownership rights to the purchase object, the company or its representative is authorised to satisfy itself as to the status and condition of the object. The customer/buyer shall grant unrestricted access to GMS German Medical Supply GmbH to the storage of the goods. If GMS German Medical Supply GmbH withdraws from the contract on account of breach of contract by the customer/buyer (enforcement), GMS German Medical Supply GmbH is entitled to demand the return of its reserved goods and the customer/buyer shall be under obligation to surrender it at first request. Disposition by the customer/buyer, such as pledges, chattel mortgage, etc., to the disadvantage of GMS German Medical Supply GmbH shall not be permissible. Any handling or processing of the reserved goods shall be carried out by the customer/buyer without any obligation arising out of it towards GMS German Medical Supply GmbH. In case of processing, connecting, mixing or blending of the reserved goods with other goods that are not owned by GMS German Medical Supply GmbH, GMS German Medical Supply GmbH shall be entitled to the resultant co-ownership share of the new merchandise in proportion to the invoice amount of the reserved goods to the remaining processed goods at the time of the processing, connection, mixing or blending. If the customer/buyer acquires the sole ownership of the new merchandise, then there is an agreement that the customer/buyer shall grant GMS German Medical Supply GmbH co-ownership of the new merchandise in the proportion of the invoice value of the processed or connected, mixed or blended reserved goods, and stores the new merchandise for GMS German Medical Supply GmbH free of cost. If the value of the claims and receivables assigned to GMS German Medical Supply GmbH exceeds the exposure value of GMS German Medical Supply GmbH towards the customers/buyers by a total of more than 20%, then GMS German Medical Supply GmbH shall be under obligation for release or re-assignment at the demand of the customer/buyer. The condition for that is that the customer/buyer proves to GMS German Medical Supply GmbH the status (amount, maturity, etc.) of the receivables assigned to GMS German Medical Supply GmbH upon production of a corresponding list.

§ 14 Right of withdrawal

If the customer/buyer did not request the provided quantity at the time of agreement (successive deliveries) till the expiry of the subscription period, GMS German Medical Supply GmbH has the right to withdraw from the contract with respect to the quantity that was not requested, after granting a reasonable extension. If the customer/buyer did not pay for a previous delivery till the expiry of the subscription period, or if there are significant deteriorations in the financial circumstances of the customer/buyer, which justify the doubt of capability of payment, GMS German Medical Supply GmbH shall be entitled to hold back deliveries and to give the customer/buyer a reasonable period for making advance payments or for the provision of securities. After a fruitless expiration of the period, GMS German Medical Supply GmbH shall be entitled to withdraw from the contract. Violations of the contract by the customer/buyer entitle GMS German Medical Supply GmbH, subject to further claims, to stop any additional delivery to the customer/buyer and/or to withdraw from the contract.

§ 15 Place of jurisdiction, place of performance, applicable law

The exclusive place of jurisdiction is – as far as legally permissible – the headquarters of GMS German Medical Supply GmbH. GMS German Medical Supply GmbH is however authorised to appeal to any other relevant court within the country. The place of fulfilment for the delivery by GMS German Medical Supply GmbH is the distribution centre, and the place of fulfilment for the payment is Leipzig. The contractual relationship is subject to German Law; the uniform sales law and the laws about international sale are not applicable.

§ 16 Severability clause

If one or more of these General Terms and Conditions shall be or become ineffective, then the effectiveness of the remaining provisions remains unaffected. For the ineffective conditions, new conditions shall be agreed upon, which come closest to the original purpose.

§ 17 Miscellaneous

GMS German Medical Supply GmbH is entitled to process the data related to the contractual relationship or that obtained in connection with it about the customer/buyer, irrespective of whether it comes from the customer/buyer or from third parties, as defined by the Federal Data Protection Law, and to use it for making future offers. Data shall not be forwarded to third parties. GMS German Medical Supply GmbH reserves the right to assign receivables against customers/buyers to third parties. Assignment of receivables does not lead to changes in the other terms and conditions.