Terms of Trade

I. Scope, applicable law 

1. All legal relationships between Erbe Elektromedizin GmbH (hereinafter "Erbe") and its business partners shall be subject to the General Terms and Conditions of Sale and Supply set out below, and with subordinate ranking German law, excluding the United Nations Convention on Contracts for the International Sale of Goods. 
2. On accepting the offer the buyer acknowledges that these terms and conditions apply to this and any other subsequent business relationships to Erbe. 
3. Any agreements which differ herefrom – even if they are set out in the buyer's order or have been agreed orally – will only form part of the contract if they have been expressly confirmed by Erbe in writing.

II. Offers and offer documents 

1. Erbe will not be bound by the terms of any contracts which are not based on a written offer submitted by Erbe until Erbe has issued an express written confirmation of order. 
2. In the interests of technical and medical development Erbe reserves the right to modify design/construction and execution after an order has been accepted provided this does not unreasonably adversely affect the buyer's interests. 
3. Offer documents may not be disclosed to competitors or their employees temporarily or permanently either in the original or as a copy without Erbe's prior written consent.

III. Prices 

Supplies and services which are delivered more than four months after the contract has been concluded shall be subject to the list price valid on the day of delivery. All prices quoted are in the currency stated, ex works (EXW Incoterms 2020); the buyer bears the costs of packaging, freight, customs and insurance.

IV. Delivery time, part shipments

1. If not expressly agreed upon any delivery time stated is not binding. If Erbe fails to meet an agreed binding delivery date the buyer may not invoke the consequences of default as set out in §§ 281, 323, 326 German Civil Code (Bürgerliches Gesetzbuch) unless it grants Erbe beforehand and in writing a reasonable extension of at least two weeks. 
2. Unless otherwise expressly agreed, Erbe may supply in part shipments.

V. Assembly and commissioning, liability 

1. Erbe will on request erect and commission equipment and apparatus which it has supplied. Such work will be carried out by qualified employees of Erbe and be paid at the applicable hourly rates including travel costs. Travel and waiting times will be charged. The buyer shall provide Erbe's employees with any necessary auxiliary staff at its own cost. 
2. Erbe shall only be liable for proper handling and assembling of goods supplied. Erbe shall only be liable for damage caused by Erbe employees to the extent that these losses arose directly in fulfilment of contractual duties and subject to the provisions of VIII. 
3. The buyer shall provide any official permits required for erecting and operating the goods supplied by Erbe.

VI. Acceptance/Returns 

1. If the buyer refuses acceptance, Erbe may demand compensation for lost profit in lieu of contractual performance. The loss shall be deemed to be 15 % of the contract value unless the buyer proves that there was no loss or that the loss was substantially lower. Erbe reserves the right to prove that the loss is higher. 
2. If Erbe agrees that accessories or equipment are to be returned to Erbe in addition to contractual and statutory warranty obligations, the buyer shall pay 15% of the net value for accessories and a fixed sum of EUR 130 net for equipment which is returned. 
3. Sterile products are excluded from return.

VII. Warranty and impairment of performance 

1. The buyer shall inspect the goods without undue delay after delivery and if there is a defect it shall report the defect to Erbe within one week of receipt at the latest. If the buyer fails to report the defect in time, the goods shall be deemed to have been approved unless the defect was not identifiable during inspection. A defect which is not identifiable until later must be reported without undue delay after it has been discovered; otherwise the goods shall be deemed to have been accepted despite this defect. 
2. The warranty period for delivered goods is 12 months after delivery. The warranty period is extended to 36 months for Erbe devices and subsystems (Item number beginning with “1”). Erbe shall repair or replace – at Erbe's choice - free of charge any parts which prove defective within this warranty period owing to circumstances which existed prior to transfer of risk including but not limited to defects in design or workmanship. Unless otherwise agreed, the quality of the goods due under the contract shall be solely as set out in the product specifications of Erbe which were valid at the time the contract was concluded. Any parts which have been replaced become the property of Erbe. 
3. The buyer shall only be entitled to claims associated with defects if the goods have undergone the necessary technical safety inspections and maintenance work by Erbe or by a party authorised by Erbe in accordance with the instructions for use. 
4. The warranty period for parts replaced and for repairs shall be six months. This period shall run at least until expiry of the original warranty period for the goods supplied. The warranty period for defects in goods supplied shall be extended by the length of the period for which business was interrupted owing to the repair work. 
5. If Erbe considers that the repair work must be carried out in its own production facilities the buyer shall send the goods in accordance with Erbe's instructions and at Erbe's cost. 
6. If repair or replacement should definitively fail, the buyer may choose to either withdraw from the contract or reduce the purchase price. 
7. Erbe will not accept warranty claims if repairs and other changes were made by the buyer or third parties acting on its behalf without Erbe's express written consent unless Erbe has not fulfilled its duty to remedy the defect or has wrongfully refused to do so. Erbe will not refund the costs of such repairs. Erbe will not accept liability for losses caused by abnormal operating circumstances, overloading or improper handling.

VIII. Liability 

Erbe shall be liable for claims of the buyer if (i) the loss is attributable to intent or gross negligence on the part of Erbe, its legal representatives or vicarious agents, (ii) a breach of duty on the part of Erbe, its legal representatives or vicarious agents led to bodily injury or damage to health, (iii) Erbe fraudulently concealed a legal or quality defect or to the extent that Erbe assumed a guarantee (Garantie) for quality of the product, (iv) Erbe has mandatory liability, for example under the German Product Liability Act (Produkthaftungsgesetz), or (v) the loss was attributable to at least negligent breach of material contractual duties on the part of Erbe, its legal representatives or vicarious agents; material contractual duties are those which are essential for due execution of the contract and on which the contractual partner can reasonably expect to be able to rely ("cardinal duties"). However, in the event of a breach of such cardinal duties owing to simple negligence Erbe's liability is restricted in amount to foreseeable damage typical of this type of contract. All other liability of Erbe for claims for compensation for direct and indirect losses including concomitant or consequential loss, irrespective of legal grounds, is excluded.

IX. Terms of Payment 

1. Payments shall be due net within 30 days after date of invoice. If payments are not made by the above date they will accrue interest at a rate of 9 % above the respective base rate of the Deutsche Bundesbank. 
2. Bills of exchange will be accepted in payment subject to prior agreement and subject to the buyer bearing any discount-related expenses. Payments may only be made to Erbe's representatives if Erbe has granted the representative written authority to collect. 
3. Claims may not be offset against counter-claims which are disputed or which have not been ruled final and absolute by a court of law.

X. Reservation of title 

1. Erbe reserves title in the goods supplied until the purchase price, all ancillary claims including costs of any accessories and spare parts, and any non-warranty repairs or replacement parts have been paid in full. In particular, the parties agree that any replacement items or parts of the original goods will only be supplied subject to the above and the following terms and conditions. 
2. Erbe will retain title in the goods supplied over and above the scope set out in X.1. until all older claims for services and supplies have been settled. 
3. If the buyer acts in breach of contract, for example if the buyer is in default with payment, Erbe may repossess the goods without this constituting withdrawal from the contract provided that German consumer credit provisions do not apply. 
4. a) The buyer may process, mix, combine or resell the goods in the ordinary course of business. The buyer may not dispose the goods in any other way including but not limited to pledging or transfer by way of security as long as Erbe reserves title. Resale must be subject to reservation of title unless the third party pays immediately in cash. The buyer may not resell if it has discontinued payments. The buyer hereby assigns to Erbe all claims due to it from customers or third parties from resale irrespective of whether the goods supplied were sold subject to an agreement on retention of title. This assignment is for the amount billed for the goods supplied including all ancillary claims and any legitimate repair work. 
   b) Erbe may demand that the buyer notify it of the assigned claims and the respective debtors without undue delay after sale and that the buyer provide Erbe with whatever data and documents are necessary to collect Erbe's claims even before they are due. Once such a claim is due, Erbe may notify the third-party debtor that the claim has been assigned and call upon it to make the payment to Erbe. Until such notification the buyer is authorised to collect the claims itself. 
   c) In all cases the buyer shall remit any money received from a third-party debtor to Erbe immediately, the amount of such remittance being the equivalent of the portion assigned. 
   d) If the buyer processes, combines or mixes the goods supplied, Erbe shall acquire title in the new item such that its share in the title shall correspond to the ratio of the amount billed for the goods supplied to the list retail price of the new item. 
5. Erbe may insure the goods supplied against theft, machinery breakdown, fire, water and other damage at the buyer's cost and without prior notification if the buyer has not provided evidence that it has taken out such insurance itself. 
6. If Erbe exercises its right of reservation of title and demands that the goods supplied be returned, the buyer has no right of retention with regard to the goods unless it is based on the same contractual relationship and the right of retention is undisputed or has been declared final and absolute by a court of law. 
7. If the value of securities provided exceeds the amounts due to Erbe by more than 10 % of the marketable value of the securities, the buyer may request that securities to that value be released, whereby Erbe may select the securities to be released to the buyer.

XI. Warranty and product liability for exports; indemnification 

1. Erbe’s products comply with German construction and safety standards. Erbe does not accept liability for compliance with foreign safety requirements unless this has been expressly agreed in writing in an individual case. The risk, including the risk of any further transport, therefore lies with the buyer. 
2. Any claims which the buyer may have against Erbe arising from joint and several liability, enrichment or product liability shall be based solely on substantive German law excluding foreign law with regard to the grounds, scope and quantum of such liability. Such liability shall be limited to foreseeable damages unless more extensive liability is mandatory under German law for intent or gross negligence. 
3. If claims are made against Erbe by a third party for damages for which the buyer is responsible, Erbe may seek redress from the buyer and demand reimbursement of costs, including any legal defence costs. 

XII. Force Majeure 

Force majeure, including but not limited to floods and other acts of nature, fires, explosions, war, unrest, official measures (including embargoes and other governmental actions or regulations that would prohibit either party from ordering or delivering products or from performing any other aspects of the performance obligations) and other external events which have no operational link, are unforeseeable, unavoidable despite the extremely sensible application of due care to be expected shall release the parties from their performance obligations for the period of the disturbance and the scope of their implications. As far as can be reasonably expected, the parties shall provide whatever information is necessary without undue delay and adjust their obligations to the changed circumstances in good faith. If an event of force majeure lasts for more than eight weeks each party is entitled to rescind the contract. 

XIII. Export control regulations concerning Russia 

1. The importer/buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014. 
2. The importer/buyer shall undertake its best efforts to ensure that the purpose of paragraph 1 is not frustrated by any third parties further down the commercial chain, including by possible resellers. 
3. The importer/buyer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph 1. 
4. Any violation of paragraphs 1, 2 or 3 shall constitute a material breach of an essential element of this Agreement, and Erbe shall be entitled to seek appropriate remedies, including, but not limited to: 
   a) termination of this Agreement; and 
   b) a penalty of the total value of this Agreement or price of the goods exported, whichever is higher. 
5. The importer/buyer shall immediately inform Erbe about any problems in applying paragraphs 1, 2 or 3, including any relevant activities by third parties that could frustrate the purpose of paragraph 1. The importer/buyer shall make available to Erbe information concerning compliance with the obligations under paragraph 1, 2 and 3 within two weeks of the simple request of such information. 

XIV. Place of performance, choice of law and place of jurisdiction 

1. Place of performance for all obligations of both parties shall be Tübingen, Germany. 
2. The law of the Federal Republic of Germany shall apply excluding the United Nations Convention on Contracts for International Sale of Goods. 
3. The exclusive place of jurisdiction for all disputes arising from transactions based on these General Terms and Conditions of Sale and Supply shall be Erbe's domicile (Tübingen). However, Erbe may also sue the buyer at the court which has jurisdiction for the buyer's domicile. 

XV. Final provisions 

If any provision of these General Terms and Conditions of Sale and Supply should be or become invalid this shall not affect the validity of the other provisions. 

Erbe Elektromedizin GmbH, 

Tübingen, April 2024

1. Scope of Application 

Unless expressly otherwise agreed, these terms and conditions shall apply to repair work, maintenance work, inspections and improvements undertaken by Erbe Elektro medizin GmbH (hereinafter „Erbe“) and to modifications and other ancillary services for Erbe products ("Services"). The Services are intended to restore or maintain operability; however, it may not always be possible to prevent an interruption of operability. Erbe Elektromedizin GmbH's General Terms and Conditions of Sale and Supply shall also apply. Terms and conditions of the customer shall only apply if Erbe has given its express written consent. 

2. Services and place of performance 

Erbe shall perform Services ordered by the customer to a professional standard. Unless the scope of such Services is otherwise agreed in the contract the Services shall include whatever measures are necessary to restore and preserve operability and availability of the product. Repair work cannot be carried out if this is precluded by the product design or if Erbe has officially stopped maintenance work for a product in whole or in parts. Services will be carried out at an Erbe service center. Erbe's field service team may also carry out Services on site where available and technically feasible. Erbe will create a written record of the Services performed and the material used. This record will be provided either in paper or in electronic form. 

3. Remuneration and payment 

The remuneration payable for the Services is as set out in the Erbe service price list applicable at the time the Services are performed. Any parts required and any carriage and packaging costs will be charged separately. All Services will be charged after they have been rendered. Invoices for Services, including both material and work, shall be payable net within 30 days after invoicing. 

4. Cost Estimates 

Erbe will provide a cost estimate at the request of the customer or if the expected cost of repair is likely to exceed the current value of the product. If the customer requests an estimate and subsequently decides against the repair to be carried out or continued then Erbe may charge for any costs which have incurred thus far. 

5. Repair times and service dates 

As soon as the technical and the commercial aspects of the contract are clear Erbe will start the repair within a reasonable period. If a binding date has been agreed this shall be deemed to be the date on which the Services begin. The average time for repair work which is carried out on standard products in the Tübingen service center can be expected to be around one calendar week. If circumstances such as force majeure, strike, lock-out, operating disrupt tions, shortages or material and energy delay impair Erbe in fulfilling its obligation to perform the work the time for completing the Services might be extended. If the customer cannot be reasonably expected to accept this extension, an equivalent product on a loan basis as a temporary solution (temporary replacement product) can be requested. 

6. Customer's duty to cooperate 

The customer shall send the product to Erbe’s service center or make it directly available to Erbe on site at a pre-arranged time so that Erbe can perform the Services. The customer shall beforehand provide Erbe's service personnel with unsolicited information on the problems which might have occurred and any features specific to the product concerned. The customer shall inform the Erbe field service personnel of any safety and other regulations in force at the customer's premises before the Services are carried out and shall provide sufficient explanations. If Erbe has consider able idle (waiting) periods before starting or while working on site for reasons which Erbe is not responsible for then Erbe reserves the right to charge for such periods as working time. For each case of service or service order, especially when the product needs to be sent to a service center, Erbe issues a unique number as a case reference and return authorization. This number must be quoted in all the related correspondence and referenced in all shipments by the customer. 

7. Acceptance 

Once the product has been returned to the customer after Service, the customer shall issue acceptance of properly carried out Services without undue delay in as far as acceptance has been agreed or is prescribed by statute. The Services shall be deemed to have been accepted if the customer does not issue notice of refusal of acceptance to Erbe within 30 days. 

8. Warranty on Services 

The warranty period for Erbe Services shall be 12 months from the time when the Services are rendered or, if so agreed or provided for by statute, from acceptance. Warranty shall comprise remedying defective Services and remedying or replacing defective material free of charge. If the customer cannot be reasonably expected to accept remedy or if the attempt to remedy the defect fails definitively the customer may reduce the remuneration or revoke the contract. Any problems which arise with a product which Erbe has repaired or inspected which are not attributable to inadequate performance on the part of Erbe, including but not limited to problems resulting from natural wear and tear, improper usage or other external influences, are not covered by this warranty. If the customer asserts claims owing to inade quate Service performance it shall notify Erbe of such claims without undue delay after the problem has been discovered. The customer shall assert claims for damage caused in transport with the forwarder or parcel service without undue delay after the customer has received the product. To prevent or mitigate any loss it is important that the product concerned may not be used any further and must be made available promptly to Erbe so that Erbe can meet its obligations to remedy any problems or defects. The warranty Page 1 of 2 period shall not start to run from zero again following remedy except in cases of intent or gross negligence of Erbe. If the inspection of the defect reported shows that the alleged defects are not covered by warranty then Erbe may charge for the inspection in as far the customer is at fault. 

9. Temporary replacement 

The purpose of a temporary replacement product is to maintain the product or equipment availability in the event of and for the duration of necessary maintenance work. Temporary replacement products are not provided with instructions for use or accessories such as leads, footswitches, etc. because they are intended solely as a 1:1 replacement for the customer's equipment. They are intended to be used with existing accessories using existing instructions for use and documentation. The parameters for the settings, or software versions, or user defined programs are not always consistent with those used on the customers own equipment. The customer must therefore check the functioning and the setting parameters before using the temporary replacement. Temporary replacement products must not be passed on to third parties. Any losses or defects and wear-and-tear which have occurred during normal use are covered by the respective loan fee set out in the service price list. This also covers the inspection before the temporary replacement product is provided/dispatched and after it has been returned. If the temporary replacement product is returned late Erbe may apply the charge for using such product per week commenced after the scheduled date of return. In some cases the charge for using the temporary replacement product may be waived or reduced if this has been agreed with Erbe before the product is sent (for example in the case of service contracts, service level or framework agreements or under goodwill). The customer has no right to retain parts or entire temporary replacement products after Erbe has completed the Services, irrespective of the legal grounds. In the event of loss or damage to the temporary replacement product resulting from improper use or negligence the costs of repair or, if necessary, of replace ment shall be charged to the customer. 

10. Repair exchange 

For selected products, Erbe also offers the maintenance procedure "repair exchange". Here, the defective product returned by the customer is not exactly repaired and returned directly to the customer. Instead, an already repaired or factory-overhauled replacement product is delivered. This method offers the advantage of a very fast Service cycle time in case the repair itself usually is complex and time consuming. The customer relinquishes ownership of his defective product to Erbe and acquires ownership of the exchange product delivered from Erbe by paying a flat rate repair exchange fee, which represents the value of the service. If the repairable product is not returned, the repair exchange procedure is not applicable. In such a case, Erbe will surcharge the price difference between the flat-rate repair exchange fee and the delivered replacement product. 

11. Liability 

Erbe shall not be liable for claims for compensation for direct and indirect losses, including concomitant or consequential loss, irrespective of legal grounds. This shall not apply to claims of the customer if (i) the loss is attributable to intent or gross negligence on the part of Erbe, Erbe's legal representatives or vicarious agents, (ii) a culpable breach of duty on the part of Erbe, Erbe's legal representative or vicarious agents led to bodily injury or damage to health, (iii) Erbe fraudulently concealed a legal or quality defect or to the extent that Erbe assumed a guarantee, (iv) Erbe has mandatory liability, for example under the German Product Liability Act (Produkthaftungsgesetz), or (v) the loss was attributable to at least a negligent breach of material contractual duties on the part of Erbe, its legal representative or vicarious agents; material contractual duties are those which are essential for due execution of the contract and on which the contractual partner can reason ably expect to be able to rely ("cardinal duties"). However, in the event of a breach of such cardinal duties owing to simple negligence Erbe's liability is restricted in amount to fore seeable damage typical of this type of contract. 

12. Data protection 

Erbe is committed to comply with the legal provisions of data protection and to oblige its staff to maintain data confidentiality in accordance with DSGVO (German Daten schutzgrundverordnung). Also, the client has to remove personal data or patient data, if such data is digitally stored in products to be maintained by Erbe, before sending such products to the service. In this respect, the service activities of Erbe do not entail any data processing with regard to personal or patient data. In relation to the customer Erbe owns the rights of all operational data stored inside the serviced equipment as well as the results from using, processing, exploiting or analyzing such operational data. Operational data are all non-personal data contained in, entered in or recorded by our products. (For example technical records, device properties, error and event lists, technical and performance parameters, program lists, measured values etc.). These rights are irrevocable and not limited by time, geographical region or content. Erbe is entitled to download such operational data as part of its Services and to evaluate these data to facilitate troubleshooting, upgrading and development of products and services and to make recommendations on products, to create algorithms, or to match or connect them with other data. These rights are transferable and licensable. Legal restrictions on the use of the operational data remain unaffected. If Erbe creates databases for the evaluation of such data then Erbe is the manufacturer of this database within the meaning of §87a UrhG (Urhebergesetz). 

13. Force Majeure 

Force majeure, including but not limited to floods and other acts of nature, fires, explosions, war, unrest, official measures (including embargoes and other governmental actions or regulations that would prohibit either party from performing the Services or other performance obligations) and other external events which have no operational link, are unforeseeable, unavoidable despite the extremely sensible application of due care to be expected shall release the parties from their performance obligations for the period of the disturbance and the scope of their implications. As far as can be reasonably expected, the parties shall provide whatever information is necessary without undue delay and adjust their obligations to the changed circumstances in good faith. If an event of force majeure lasts for more than eight weeks each party is entitled to rescind the contract. 

14. Applicable law, place of jurisdiction 

The law of the Federal Republic of Germany shall apply excluding the United Nations Convention on Contracts for International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from transactions based on these General Terms and Conditions for Maintenance and Service of ERBE Elektro-medizin GmbH shall be Erbe's domicile (Tübingen). However, Erbe may also sue the customer at the court which has jurisdiction for the customer's domicile. 

Erbe Elektromedizin GmbH, 

Tübingen, September 2025

A. Submission of Orders 

1. Ordering shall only take place under the following Conditions of Purchase, even where permanent business relations exist and an explicit reference is not later made. Deviations from these Conditions of Purchase, in particular differing or supplementary terms and conditions of business of the Contractor, are herewith rejected. Silence on the part of the Client with regard to order confirmations which refer to differing or supplementary terms and conditions of business is not to be regarded as approval. Conditions of this kind will not be considered valid against the Client, even if the Agreement is executed. On the contrary, in executing the Agreement, the Contractor accepts these Conditions of Purchase. Every change to these Conditions of Purchase contained in an order confirmation shall be regarded as a rejection of the order by the Client. If delivery takes place nonetheless, this shall be regarded as the Contractor's acceptance of these Conditions of Purchase.
2. The Client's orders must be confirmed by the Contractor in writing or by email without delay, at the latest within 2 working days. 

B. Prices, scope of deliveries and/or services 

1. Unless otherwise agreed, the agreed prices are fixed prices and cover free delivery to the Client's premises or the receiving office specified in the respective order, including packaging and all ancillary costs.
2. All services required for the proper delivery and/or provision of services also form part of the scope of deliveries and services of the Contractor, if this is not otherwise specified in the respective order.
3. Partial deliveries/services are only permissible with the Client's prior written approval. 

C. Deadlines for deliveries/performance and delays 

1. The dates given in the order are deadlines for the receipt of delivery/performance of services and adherence to them is mandatory. 
2. If the Contractor is delayed, the Client is entitled to request payment of a contractual penalty of 0.2% of the value of the order with which the Contractor is delayed per working day, but no more than 5% of the value of the order. The Client can assert the reservation of the contractual penalty until the final payment on the underlying contractual relationship and at least within 14 days of acceptance of fulfillment. The Client remains entitled to assert claims beyond this. The contractual penalty shall be credited against claims for compensation. 
3. If doubt in the ability or willingness of the Contractor to perform exists before the due date, in particular because the Contractor has announced before the due date that it cannot or will not perform its services on time, the Client can set a deadline for explanation and evidence of the Contractor's ability or willingness with the threat that, if this deadline expires without effect, the Client will not accept the Contractor's performance. 

D. Place of performance, delivery, and transfer of risk 

1. The place of performance is the place to which the product is to be delivered as per the order. If this has not been agreed, the place of performance is the Client's headquarters in Tübingen. The place of performance for supplementary performance is the place to which the Client's product, which comprises the Contractor's performance, is (subsequently) delivered. 
2. A delivery note with all details of the order must accompany the delivery. Upon shipping to locations other than the Client's place of business (Tübingen), a dispatch note signed by the haulage contractor must be submitted to the Client for the purposes of invoice verification. 
3. With purchase contracts, the risk is transferred upon the transfer of goods to the Client; for service contracts risk is transferred only after acceptance. 

E. Invoicing / terms of payment 

1. The invoice must be sent with all order information to the Client following shipping/completion of services. Partial invoices are only possible if partial deliveries have been agreed. 
2. Payment is made after 14 days with a 3 % discount or after 30 days strictly net, unless otherwise agreed. The payment period starts when the Client receives the invoice, but no earlier than upon acceptance of the delivery or service, unless otherwise agreed. 
3. In the event of complaints, the Client is authorized to make a suitable deduction until final settlement, and even after this time, to withdraw a discount for the retained amount in accordance with No. 2. 

F. Warranty rights 

1. The Contractor guarantees the fault-free provision of services and guarantees in particular that the products correspond to the requirements of the agreed requirements specification, the agreed specification, the other agreements concerning the products' properties, and the latest state of the art. 
2. The Client can, for both purchase and services contracts, choose to request either rectification of a fault or delivery of a replacement item free of defects. In this event, the Contractor is obliged to bear all costs in relation to the remedy of the defect or delivery of a replacement, regardless of additional claims on the part of the Client. In urgent cases and after appropriately informing the Contractor, the Client is entitled to remedy the defects itself or have them remedied by third parties or to procure a replacement in another way at the Contractor's expense. 
3. The warranty period is 36 months from the time of transfer of risk, provided no longer periods are applicable for legal reasons or due to individual agreements. If the Contractor who is obliged to do so performs repairs or delivers a replacement, the warranty obligation for the parts affected by the repair/redelivery shall be renewed, insofar as the same flaw or the results of a repair/new delivery are concerned. 
4. The Contractor conducts an outgoing goods inspection. If the Order is for a purchase contract or a contract for work and materials, the Client is obliged to check the Contractual Item for deviations in terms of identity and quantity as well as for clearly discernible transport damage and obvious defects and to notify the Contractor of this within 14 calendar days of receiving the Contractual Item. For hidden defects, notification of the defect is considered to be in good time if given within 5 working days of discovery of the fault. The Client has no further obligation to give notification of defects. 
5. If claims are made against the Client by third parties due to a material defect or a legal infringement for which the Contractor is responsible, the Contractor shall reimburse all expenses incurred by the Client as a result of these claims and shall release the Client from all of these claims. 
6. For the rest, the Client's rights are determined by the statutory provisions. 

G. Product liability 

If the Contractor is responsible for damage caused by a product belonging to the Client, it is obliged to release the Client from claims for damages by third parties to the extent that the Contractor is itself liable towards the third parties. This applies in particular to claims from product and manufacturer's liability and claims due to corrective action such as recalls and preventative customer service measures and other damage repair or precautionary measures. The Contractor undertakes to take out insurance with an appropriate insured sum of at least EUR 5 million per claim and at least EUR 10 million per calendar year for the duration of the agreements and the subsequent warranty period. 

H. Infringements of protective rights 

1. The Contractor guarantees that the Contractual Item is free from defects of titles, particularly in relation to the rights of third parties, such as trademark rights including copyrights.
2. The Contractor must release the Client from any possible claims by third parties on the basis of existing protective rights of third parties and to reimburse all costs arising in connection with the defense against such claims, including the costs of legal representation, unless the conflicting protective rights were not known to the Contractor and the Contractor would not have known of them even when exercising the diligence of a prudent businessman. 

I. Assignment of receivables, compensation, subcontractors 

1. The Contractor's receivables from the Client may be transferred to third parties only with the Client's consent. 
2. The Contractor shall only have a right of offset or retention due to legally established or undisputed counterclaims. 
3. The Contractor must principally meet its obligations arising from agreements with the Client through its own company and its own employees. The engagement of subcontractors is only permissible with the Client's prior written consent, unless this engagement does not relate to services that are essential to the Agreement. 

J. Provision of materials 

1. Materials and parts provided remain the property of the Client, the Contractor must label these as the property of the Client and store them separately. The Contractor is liable for damage or loss, unless it is not responsible for these. 
2. If the Goods Provided are joined or inseparably combined with other goods not belonging to the Client, the Client shall acquire co-ownership of the new object in the ratio of the value of the Goods Provided to the value of the other joined or combined items at the time of their joining or combination. If the joining or combination is done in such as way that one object belonging to the Contractor is to be considered the main part, it is agreed that the Contractor shall grant the Client co-ownership of the new object in the ratio of the value of the Goods Provided to the value of the other joined or combined objects at the time of their joining or combination. The Client accepts the transfer of ownership. 
3. The processing or restructuring of the Goods Provided by the Contractor is always carried out for the Client. If the Goods Provided are processed with other objects not belonging to the Contractor, the Client shall acquire co-ownership of the new object in the ratio of the value of the Goods Provided to the value of the other objects processed at the time of their processing. 
4. The Contractor shall store the object to which the Client is entitled to either complete or co-ownership free of charge for the Client and insure it appropriately against property damage, loss, etc. at its own expense. 
5. The Contractor is obliged to issue the Goods Provided or other objects fully or jointly owned by the Client to the Client, unless otherwise agreed in writing. 

K. Property rights / usage rights 

1. Objects, models, molds, tools, samples, drawings, plans, and documents of all kinds (hereinafter referred to as "Production Items") remain the property of the Client. The Contractor must store the Production Items free of charge for the Client and, upon request, return them free of charge at any time. The same applies for molds, tools, or other devices or auxiliary tools for the manufacture of the products manufactured after the Production Items or fully or partially at the Client's expense (hereinafter likewise referred to as "Production Items"). Changes to the Production Items may only be made with the Client's prior written approval. 
2. Ownership of the Production Items is transferred to the Client upon payment. The Contractor must store these items properly and free of change for the Client. If the Client paid for the Production Items before their completion, the Client shall correspondingly also acquire ownership of the respective item before its completion. If the Client makes payments in installments, ownership of the items produced or to be produced is transferred to the Client in the ratio of the partial payments made to the remaining owed amount. 
3. The Client has the right to acquire ownership of items produced or to be produced for it by paying the outstanding remaining amount at any time. 
4. The Client can demand for items it owns to be returned at any time. The Contractor cannot invoke rights of retention for the items owned by the Client. 
5. The regulations of Section J, No. 2 and 3 also apply accordingly for Production Items. 

L. Confidentiality / protection of know-how 

1. The Client provides the Contractor with know-how, particularly in the form of project and construction drawings and advisory services. The Contractor recognizes this know-how as the intellectual property of the Client.
2. The Contractor is obliged to handle with strict confidence all information of a technical or commercial nature from the Client's field in verbal, written, or any other form to which it is given access in the context of its cooperation with the Client, in particular, the Client's know-how and information about trade and company secrets (e.g. inventions, technical processes formulae, software codes, product designs, costs, and other unpublished financial information, prices, and other marketing data) (hereinafter referred to as "Confidential Information") and to take all necessary measures to prevent third parties, in particular current or potential competitors, from knowing about or exploiting such information. Here the Contractor shall exercise its own due care, but should exhibit no less than the diligence of a prudent businessman. Self-employed staff and employees must be committed to non-disclosure, provided they are not otherwise already held to this. The Contractor must commit any subcontractors and suppliers to the same extent to non-disclosure with regard to the Confidential Information.
3. The Contractor is obliged not to use the Confidential Information for its own purposes or for third parties without explicit written approval from the Client.
4. Information for which the following is verifiable is excluded from the obligations under Numbers 2 and 3:
   * the information was generally accessible to the public at the time it was acquired, or 
   * at the time the information was acquired it was already known to the Contractor, or 
   * the information is or was made available to the Contractor through third parties and the third parties had acquired the information legally and were authorized to disclose it, or 
   * the information was previously excluded from these obligations by the Client in writing. 
5. The confidentiality obligation does not apply if the Contractor is required to disclose information due to a court or public authority decision. In this event, the Contractor shall inform the Client of the disclosure immediately.
6. The Contractor shall return all documents, data storage devices, and other materials received from the Client without delay upon the Client's request. Any files created and all electronic copies shall be deleted from all data storage devices.
7. If the Contractor receives requests or orders for the construction of the same or similar devices or device components, it is obliged to inform the Client of this unless it immediately declines to accept the order. Detailed technical solutions which include know-how are also regarded as device components.
8. For each individual culpable breach against one of the obligations from this Section L, the Contractor shall pay the Client an appropriate contractual penalty to be determined by the Client in each individual case, the Contractor can have the appropriateness of the sum reviewed by the responsible court pursuant to Section O. The penalty for breach of contract is credited against possible claims for damages by the Client. As damage compensation, the Client can request at least an appropriate license fee.
9. The obligations according to Section L also apply after the conclusion of the cooperation between the contractual partners. 

M. Quality assurance 

1. The Contractor shall in each case promptly check whether a description provided by the Client is obviously flawed, unclear, incomplete, or clearly deviates from the sample. If the Contractor determines that this is the case, it shall notify the Client of this in writing immediately.
2. The Contractor shall maintain an appropriate quality management system and shall produce and test the products in accordance with the regulations of this quality management system. The Contractor shall promptly make sure that the Client's requirements are in accordance with this quality management system. The Contractor shall promptly inform the Client in writing of any changes to its quality management system or to the certification status of the quality management system.
3. The Client and the Client's customers are entitled, after giving prior notice, to visit the Contractor's production sites and production plants at appropriate intervals to find out about the Contractor's production process and the Contractor's adherence to its contractual obligations, particularly adherence to the agreed specifications, delivery dates, and the implementation of the quality assurance system and quality assurance measures. The minimum notice period is 3 working days. The Contractor must make a professionally qualified employee available during these visits to provide support. Here the Client shall take the Contractor's confidentiality requirements into account. If the delivery relates to medical devices pursuant to the Medical Devices Act, the Contractor shall also grant the "notified bodies" or the responsible authorities access to its production sites.
4. The Contractor must ensure that the Client and its customers can, if desired, also carry out the measures listed under Section M, No. 1 with the Contractor's subcontractors and suppliers and that the Client and its customers have the same rights towards these subcontractors and suppliers as the Client has towards the Contractor pursuant to Section M, No. 1. The Contractor must, above all, gain the necessary approval from the subcontractors and suppliers, so that the Client or the Client's representatives and its customers are able to carry out visits and examinations on-site with the respective subcontractors and suppliers.
5. The Contractor ensures the traceability of the Contractual Items back to their raw materials. Through product labeling or, if this is not possible or appropriate, through other measures, the Contractor shall ensure that, in the event of a product fault, it can immediately establish which other products may be affected. The Contractor shall instruct the Client in its labeling system or other measures in such a way that the Client can carry out its own investigations to the extent necessary. 

N. Other obligations of the Contractor

1. The Contractor undertakes to adhere to the applicable statutory provisions and to the regulations of the Client's Code of Conduct.
2. The Contractor is above all obliged to observe the Minimum Wage Act (MiLoG: Mindestlohngesetz) and the Posted Workers Act (AEntG: Arbeitnehmer Entsendegesetz) in the respective valid versions, and in particular to pay its employees the statutory minimum wage.
3. If claims are made against the Client pursuant to the provisions of Section 13 MiLoG and Section 14 AEntG by the Contractor's employees, or employees of one of the Contractor's subcontractors or lenders, the Contractor must release the Client from the liability according to Section 13 MiLoG and Section 14 AEntG and must reimburse all costs incurred by the Client through the claims of these employees, unless the Contractor is not responsible for these. The Client is entitled to hold any payments it has made pursuant to Section 13 MiLoG and Section 14 AEntG against all claims for payment by the Contractor and to offset the claims against one another.
4. In the event that, following prior approval by the Client, the Contractor assigns the contractually agreed performance or parts of it to subcontractors or if it commissions a lender, the Contractor agrees to contractually guarantee compliance by the subcontractor or lender with the obligations stated in Section N.
5. The Contractor agrees to submit evidence every month that the Contractor and the subcontractors and lenders commissioned by the Contractor have payed the minimum wage. The Client is entitled to view anonymized payrolls from the Contractor at any time.
6. To secure its claims, the Client reserves the right to request the provision of a security, e.g. a bank guarantee, at any time.
7. The Client is also entitled to a right to extraordinary termination or to withdrawal with regard to the contractual relationship with the Contractor if the Contractor, or a subcontractor or lender commissioned by the Contractor, fails to pay the minimum wage in accordance with Section 1 MiLoG or violates the regulations of AEntG. 

O. Final provisions 

1. The exclusive place of jurisdiction for all disputes related to the agreements between the contractual partners and regarding the effectiveness of these agreements is Tübingen (Federal Republic of Germany). The Client is entitled to assert claims against the Contractor at any other place of jurisdiction, particularly at the location of the general place of jurisdiction of the Contractor.
2. The agreements between the contractual parties are subject to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG)).
3. Changes and amendments to this Agreement require the written form in order to be effective. This also applies to changes to this clause requiring the written form.
4. Should individual provisions in this Agreement be or become void or ineffective, this shall not affect the effectiveness of the other provisions. The contractual partners undertake to agree upon a regulation in place of the void or ineffective provision which is as close as possible to this provision in legal and economic terms. 

Erbe Elektromedizin GmbH, C. Erbe GmbH

Dated: 12/2014

1. The following Requirements for Distributors concerning the implementation of Regulation (EU) 2017/745 on medical devices ("Requirements") applies to all legal relationships between Erbe Elektromedizin GmbH ("Erbe") and buyers of its Products if the buyer is a Distributor ("Distributor") within the meaning of Regulation (EU) 2017/745 on medical devices ("MDR"). The provisions set out in Erbe's General Terms and Conditions of Sale and Supply continue to apply in addition to these Requirements. In case of conflicts or inconsistencies between the Requirements and the General Terms and Conditions of Sale and Supply, these Requirements will take precedence.
2. Distributors will meet the requirements and comply with the obligations set out in Article 14 MDR. When making a Product available on the market, Distributors will act with due care in relation to the requirements applicable in the context of their activities.
3. When creating own marketing materials for Erbe Products ("Products") Distributors will only use approved marketing claims which can be found in the respective current marketing materials of Erbe (current leaflets, brochures, website). Distributors will not revise or alter images or create new images. Erbe reserves the right to veto any marketing material created by the Distributors which may infringe Erbe's marketing materials.
4. Distributors are responsible for ensuring that all of the staff dealing with and handling the Products have the necessary expertise. This expertise can be acquired by using the information available in instruction manuals and instructions for use as well as the information on Erbe's website. It is also possible to participate in online training courses (www.erbe-med.com).
5. Erbe employees will perform the installation of and the instruction for Erbe devices sold by the Distributors. This will be documented in Erbe's CRM system.
6. Distributors will ensure that the Products can be traced (article number and series or batch number) back to the customer at all times.
7. Distributors will handle, store and transport the Products in a controlled manner (in accordance with the product specific labelling) so that the integrity is maintained and all specified requirements are met. Distributors will not modify the Erbe packaging or the Erbe labelling.
8. Distributors will document non-conformities of the Products (e.g. which are discovered during the incoming goods inspection and examination by Distributors) and handle these appropriately. Distributors will inform Erbe about the non-conformities without undue delay providing detailed information.
9. Distributors will forward all complaints concerning the Products (which are communicated in writing, electronically or orally by the end customer) without undue delay in writing to Erbe by sending an email to TechService@erbe-med.com.
10. If Distributors receive knowledge of incidents where patients were harmed or could have been harmed when using Products, Distributors will report these without undue delay by email to Medical.DeviceReporting@erbe med.com. Distributors will assist Erbe with assessing and evaluating the incident. Erbe will decide whether to report an incident to the competent authority.
11. Distributors will send all types of customer feedback concerning the Products to the following address: https://erbeelektromedizin.eu.qualtrics.com/jfe/form/SV_ 5nVNiLUijl9US8t.
12. If Erbe decides to implement a product recall, Field Safety Corrective Actions (FSCA) or Field Safety Notices (FSN), Distributors will assist Erbe with their resources.

13. All of the relevant documents and recordings (e.g. for the purpose of traceability, quality management, etc.) relating to the distribution of the Products will be retained by Distributors from the time when the Product concerned is dispatched for at least 10 years or the Product lifetime. 

     

Erbe Elektromedizin GmbH, 

Tübingen, 08/2020