(1) These General Terms and Conditions of Business, Delivery and Sale (hereinafter also referred to as the “GTC”) shall apply to all our business relationships (contracts, offers, deliveries and other services) with our customers (hereinafter also referred to as the “Buyer”). Our GTC shall only apply if the Buyer is an entrepreneur (Section 14 German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

(2) Our GTC shall apply in particular to contracts, including related services, for the sale and/or delivery of movable goods (hereinafter also referred to as the “Goods”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 BGB).

(3) Our GTC shall apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their application. This requirement for consent shall apply in all cases, for example even if we carry out delivery to the Buyer without reservation in the knowledge of the Buyer’s general terms and conditions.

(4) Any individual agreements made with the Buyer in specific cases (including collateral agreements, supplements and amendments) shall in all cases take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

(5) Legally relevant declarations and notifications to be made by the Buyer to us after conclusion of the contract (e.g. setting of deadlines, notices of defects, declarations of withdrawal or reduction) must be made in writing in order to be valid.

(6) References to the applicability 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 GTC.

(1) Our offers are subject to change and non-binding. This shall also apply where we have provided the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, costings, references to DIN standards), other product descriptions or documents – including in electronic form – to which we retain ownership rights and copyrights.

(2) The Buyer’s order of the Goods shall constitute a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within one week of its receipt by us.

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

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

(2) If we are unable to comply with binding delivery periods for reasons beyond our control (non-availability of performance), we shall inform the Buyer thereof without delay and at the same time communicate the expected new delivery period. If performance is also unavailable within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; any consideration already provided by the Buyer shall be reimbursed without delay. In particular, non-availability of performance shall include untimely self-delivery by our supplier if we have concluded a congruent covering transaction, neither we nor our supplier are at fault, or we are not obliged to procure in the individual case. Obstacles to delivery due to force majeure are governed by Section 4 of these GTC.

(3) The occurrence of our delay in delivery shall be determined in accordance with statutory provisions. In all cases, however, a reminder notice from the Buyer shall be required. If we are in delay of delivery, the Buyer may claim liquidated damages for delay. The liquidated damages shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, but not more than 5% of the delivery value of the delayed Goods in total. We reserve the right to prove that the Buyer has suffered no damage at all or substantially less damage than the above lump sum.

(4) The Buyer’s rights pursuant to Section 8 of these GTC and our statutory rights, particularly in the event of exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

(1) In cases of force majeure, the contractual party affected thereby shall be released from its obligation to deliver or accept performance for the duration and to the extent of the effects thereof. Force majeure shall mean any unforeseeable event beyond the control of the respective contractual party which wholly or partially prevents it from fulfilling its obligations, including fire damage, floods, strikes and lawful lockouts, unexpectedly occurring pandemics or epidemics, as well as operational disruptions or official orders not attributable to it. Supply difficulties and other performance disruptions on the part of our upstream suppliers shall also be deemed force majeure if the upstream supplier is itself prevented from performing its obligations due to an event within the meaning of sentence 1.

(2) The affected contractual party shall notify the other contractual party without delay of the occurrence and cessation of the force majeure event and shall use its best efforts to remedy the force majeure event and limit its effects as far as possible.

(3) In the event of force majeure, the contractual parties shall coordinate their further course of action and determine whether the products not delivered during this period shall be delivered subsequently after the event has ended. Irrespective thereof, either contractual party shall be entitled to withdraw from the affected orders if the force majeure event continues for more than six weeks after the agreed delivery date. The right of either contractual party to terminate the contract for good cause in the event of prolonged force majeure shall remain unaffected.

(1) Delivery shall be ex warehouse, which shall also be the place of performance. At the Buyer’s request and expense, the Goods shall be shipped to another destination (sale by dispatch). Unless otherwise agreed, we shall be entitled to determine the type of dispatch ourselves (in particular own delivery, transport company, shipping route, packaging).

(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 dispatch, however, the risk of accidental loss and accidental deterioration of the Goods, as well as the risk of delay, shall pass upon delivery of the Goods to the forwarding agent, carrier or other person or institution 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 governing contracts for work and services shall apply mutatis mutandis to agreed acceptance. Handover or acceptance shall be deemed equivalent if the Buyer is in default of acceptance.

(3) If the Buyer is in default of acceptance, fails to perform an act of cooperation, or if our delivery is delayed for other reasons attributable to the Buyer, we shall be entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, we shall charge lump-sum compensation amounting to 0.5% of the net price (delivery value) per completed calendar week, but not more than 5% of the delivery value in total, commencing with the delivery period or – in the absence of a delivery period – with notification that the Goods are ready for dispatch.

Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be offset against further monetary claims. The Buyer reserves the right to prove that we have suffered no damage at all or substantially less damage than the above lump sum.

(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 at the applicable rate.

Unless otherwise agreed, deliveries within Germany with a net order value of EUR 100.00 or more shall be carriage paid, including packaging. For orders below a net order value of EUR 100.00, we shall charge proportionate shipping and packaging costs of EUR 6.50. For orders below a net order value of EUR 50.00, we must charge a small-order surcharge of EUR 5.00 in addition to the proportionate shipping and packaging costs for administrative reasons.

(2) In the case of sale by dispatch (Section 5 para. 1 sentence 2 of these GTC), 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 without deduction within 10 days from invoicing and delivery or acceptance of the Goods. However, in the case of contracts with a delivery value exceeding EUR 10,000.00 (net), we shall be entitled to request an advance payment amounting to 50% of the purchase price. The advance payment shall be due and payable within 10 days from invoicing.

(4) Upon expiry of the above payment period, the Buyer shall be in default. During the period of default, interest shall accrue on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further damage caused by default. Our claim to commercial maturity interest (Section 353 German Commercial Code (HGB)) shall remain unaffected vis-à-vis merchants.

(5) The Buyer shall only be entitled to rights of set-off or retention insofar as its claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer’s counter-rights pursuant in particular to Section 7 para. 6 sentence 2 of these GTC shall remain unaffected.

(6) If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardised by the Buyer’s lack of financial capability (e.g. by application for commencement of insolvency proceedings), we shall be entitled under statutory provisions to refuse performance and – where applicable after setting a deadline – to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline shall remain unaffected.

(1) We retain title to the sold Goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (hereinafter collectively also referred to as the “Secured Claims”).

(2) Prior to full payment of the Secured Claims, the Goods subject to retention of title may neither be pledged to third parties nor assigned by way of security. The Buyer shall notify us immediately in writing if and insofar as third parties gain access to the Goods belonging to us.

(3) In the event of conduct by the Buyer in breach of contract, in particular non-payment of the due purchase price, we shall be entitled, in accordance with statutory provisions, to withdraw from the contract and to demand return of the Goods on the basis of the retention of title and the withdrawal.

(4) The Buyer shall be entitled 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 additionally apply.

(a) The retention of title shall extend to the products resulting from processing, mixing or combining our Goods at their full value, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with Goods of third parties, their ownership rights remain in existence, 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 subject to retention of title.

(b) The Buyer hereby assigns to us by way of security, in full or in the amount of our possible co-ownership share pursuant to the preceding paragraph, any claims against third parties arising from the resale of the Goods or the product. We hereby accept the assignment. The obligations of the Buyer set out 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 its payment obligations towards us, is not in default of payment, no application has been made for the commencement of insolvency proceedings, and no other deficiency in its financial capability exists. However, if this is the case, we may require the Buyer to disclose the assigned claims and their debtors to us, provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment. In such case, we shall also be entitled ourselves to disclose and notify the debtors (third parties) of the assignment.

(d) If the realisable value of the securities exceeds our Secured Claims by more than 10%, we shall release securities of our choice at the Buyer’s request.

(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 installation or defective installation instructions), unless otherwise specified below. In all cases, the statutory special provisions applicable upon final delivery of the Goods to a consumer (supplier recourse pursuant to Section 478 BGB) shall remain unaffected. Claims arising from supplier recourse shall be excluded if the defective Goods have been further processed by the Buyer or another entrepreneur, e.g. by installation into another product.

(2) The basis of our liability for defects shall primarily be the agreement reached regarding the quality of the Goods. Product descriptions designated as such (including those of the manufacturer), which were provided to the Buyer prior to its order or incorporated into the contract in the same manner as these GTC, shall be deemed to constitute an agreement regarding the quality of the Goods.

(3) Insofar as the quality has not been agreed, it shall be assessed in accordance with statutory provisions whether a defect exists or not (Section 434 para. 1 sentence 2 and 3 BGB). However, we shall not assume liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

(4) The Buyer’s claims for defects presuppose that it has complied with its statutory duties of inspection and notification of defects (Sections 377, 381 para. 2 HGB). If a defect becomes apparent during inspection or at a later stage, we must be notified thereof immediately in writing. Notification shall be deemed immediate if made within one week, whereby timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this duty of inspection and notification, the Buyer must notify us in writing of obvious defects (including incorrect and short delivery) within one week from delivery, whereby timely dispatch of the notification shall also suffice to meet the deadline. If the Buyer fails to properly inspect the Goods and/or notify us of defects, our liability for the defect not notified shall be excluded.

(5) If the delivered item is defective, the Buyer may initially demand, at its discretion, either rectification of the defect (repair) or delivery of a defect-free item (replacement delivery) by way of subsequent performance. If the Buyer does not declare which of the two rights it chooses, we may set the Buyer a reasonable deadline for such choice. If the Buyer does not make its choice within the deadline, the right of choice shall pass to us upon expiry of the deadline.

(6) We shall be entitled to make the subsequent performance owed dependent upon the Buyer paying the purchase price due. However, the Buyer shall be entitled to retain a portion of the purchase price that is proportionate to the defect.

(7) The Buyer shall grant us the time and opportunity required for the subsequent performance owed, in particular by handing over the rejected Goods for inspection purposes. In the event of replacement delivery, the Buyer shall return the defective item to us in accordance with statutory provisions. Subsequent performance shall neither include removal of the defective item nor reinstallation if we were not originally obliged to perform the installation.

(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, where applicable, removal and installation costs, in accordance with statutory provisions if a defect actually exists. Otherwise, we may demand reimbursement from the Buyer for the costs incurred as a result of an unjustified request for rectification of defects (in particular inspection and transport costs), unless the Buyer was unable to recognise the absence of a defect.

(9) If the subsequent performance has failed or a reasonable deadline to be set by the Buyer for subsequent performance has expired unsuccessfully or is dispensable under statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. However, there shall be no right of withdrawal in the case of an insignificant defect.

(10) Claims by the Buyer for damages or reimbursement of futile expenses shall exist only in accordance with Section 9 of these GTC and shall otherwise be excluded.

(1) Unless otherwise provided in these GTC, including the following provisions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with the applicable statutory provisions.

(2) We shall be liable for damages – irrespective of the legal grounds – in cases of wilful misconduct and gross negligence. In cases of ordinary negligence, we shall only be liable

a) for damage arising from injury to life, body or health,

b) for damage 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 compliance the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for the foreseeable damage typically occurring.

(3) The limitations of liability arising from para. 2 shall also apply in the event of breaches of duty by or in favour of persons for whose fault we are responsible under statutory provisions. They shall not apply insofar as we have fraudulently concealed a defect or assumed a guarantee for the quality of the Goods. The same shall apply to claims of the Buyer under the German Product Liability Act.

(4) In the event of a breach of duty that does not consist of a defect, the Buyer may only withdraw from or terminate the contract if we are responsible for the breach of duty. Any unrestricted right of termination of the Buyer (in particular pursuant to Sections 650, 648 BGB) shall be excluded. In all other respects, the statutory requirements and legal consequences shall apply.

(1) Notwithstanding Section 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. Where acceptance has been agreed, the limitation period shall commence upon acceptance.

(2) However, if the Goods constitute a building structure or an item which has been used for a building structure in accordance with its customary use and has caused the defectiveness thereof (building material), the limitation period shall be 5 years from delivery in accordance with statutory provisions (Section 438 para. 1 no. 2 BGB). Further statutory special provisions regarding limitation periods shall also remain unaffected (in particular Section 438 para. 1 no. 1, para. 3, Sections 444, 445b BGB).

(3) The above limitation periods under sales law shall also apply to contractual and non-contractual claims for damages by the Buyer based on a defect in the Goods, unless application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in the individual case. The limitation periods under the German Product Liability Act shall remain unaffected in all cases. Otherwise, claims for damages by the Buyer pursuant to Section 9 of these GTC shall be governed exclusively by the statutory limitation periods.

Unless claims are asserted due to defects in the Goods, our written consent must be obtained prior to any return of Goods. Goods may only be accepted for return if they are complete, unused, undamaged, and in the original unmarked packaging. Goods specially ordered for the Buyer as well as sterile products/sterile Goods are excluded from return and exchange provided they are free from defects. Exchanges shall only be accepted within 14 days of receipt of the Goods.

Furthermore, for every return or complaint, our goods return form must be completed in full and enclosed with the return shipment. For each return of Goods or exchange, we shall charge a handling fee amounting to 20% of the net value of the Goods, but at least EUR 20.00, unless the return is due to an error on our part.

Section 10 of these GTC shall not apply insofar as we are obliged to take back Goods within the scope of our warranty obligations.

We may recall Goods or cancel deliveries if this should be necessary for the investigation of suspected manufacturing defects or similar issues, in the event of defects, or to prevent damage or similar consequences. At our discretion, and to the exclusion of any other claims, we shall in such case either refund the purchase price to the Buyer or provide replacement Goods.

If requested, surgery and practice supply items shall be invoiced directly to the relevant cost bearer. For this purpose, the purchaser must submit a fully completed prescription within one week of receipt of the order by us. Otherwise, we shall be entitled, without further reminder, to amend the invoice to the purchaser.

Should the cost bearer reject coverage in whole or in part, the purchaser shall be charged accordingly. We shall not be obliged to enforce any claims against the cost bearer. The purchaser shall be responsible for selecting eligible surgery and practice supplies.

Please note that billing shall be based on the current pharmacy purchase prices applicable at the time and is not regulated uniformly across all regional Associations of Statutory Health Insurance Physicians (KV districts).

(1) These GTC and all legal relationships between us and the Buyer shall be governed by the laws 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 (CISG).

(2) If the Buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Hof. However, we shall also be entitled to bring an action at the Buyer’s general place of jurisdiction.

Notice

The Buyer acknowledges that we store data arising from the contractual relationship pursuant to Article 6 para. 1 lit. b and f GDPR for the purpose of data processing and reserve the right to transmit such data to third parties (e.g. insurance companies) insofar as this is necessary for the performance of the contract.

Version: April 2026