General terms and conditions of sale

This is an English translation for convenience. In case of doubt, the German General Terms and Conditions apply.

§ 1 Scope

These terms and conditions form part of every purchase contract between CellAir Construction GmbH | Oberer Marktplatz 2 | D-73614 Schorndorf, represented by its managing director Mr Rainer Goytia, hereinafter the “seller”, and the contractual partner, hereinafter the “buyer”.

The seller provides its performance exclusively on the basis of these terms and conditions. They also apply to all future deliveries, services or offers to the contractual partner, even if not agreed separately again. Deviations are permissible only in exceptional cases and require a separate agreement.

§ 2 Offer and conclusion of contract

Orders are placed on the basis of the seller's product and offer lists and the prices valid at the time of order. All offers are non-binding unless expressly marked as binding or unless they contain a fixed acceptance period. Orders are accepted when the seller sends an order confirmation or notifies the buyer that goods have been shipped.

Contracts for devices (IHHT/IHCT) are concluded only with members of the healing professions, related trades or sports scientists if the systems are medical devices. Before sale, the seller may require written proof of professional status by providing a certified copy of the licence or equivalent training certificate. For legal entities or partnerships, the managing director must satisfy these requirements or demonstrate that the company employs a suitably qualified person who performs or continuously supervises therapy with a CellAir device. If these requirements are not met, the seller may grant an exception after internal consultation. For all other products, contracts may be concluded with any person.

Buyers of devices under § 2(2) undertake to participate in training on use and operation of the purchased product. The seller states that it conducts such training regularly. If the buyer breaches this obligation, they shall indemnify the seller on first demand against third-party claims based on that breach.

Documents relating to an offer such as illustrations, drawings, weight and dimensions are approximate only unless expressly designated binding. Changes are unreasonable and not acceptable to the buyer only if they exceed customary trade tolerances. Performance figures are average values; they are not guaranteed quality characteristics but descriptions of delivery or performance. Customary deviations, changes required by law or technical improvements, and replacement of parts with equivalent components are permissible provided they do not impair fitness for the contractually intended purpose.

Where order forms are used, they form part of the contract.

§ 3 Delivery

Unless otherwise agreed, delivery takes place after receipt of payment on a date to be agreed between seller and buyer. Exact arrangements are governed by the seller's order confirmation. All delivery obligations are subject to correct and timely supply from the manufacturer. Partial deliveries are permissible unless they are unreasonable for the buyer.

Delivery periods and dates are binding only if expressly designated as such by the seller.

Force majeure, supply difficulties, political disruptions, transport disruptions, operational or other disruptions affecting the seller or its suppliers and their consequences release the seller from delivery obligations for the duration and to the extent of the disruption. Such events entitle the seller to withdraw wholly or partly from the contract without the buyer having a claim to damages. If later delivery is no longer reasonable for the buyer, the buyer may also withdraw from the contract.

If the seller is in default of delivery or delivery becomes impossible for any reason, liability for damages is limited in accordance with § 11 of these terms.

The seller is not obliged to provide documents or certificates not expressly promised, in particular documents required for export or customs clearance. Such documents must be provided exclusively by the buyer.

§ 4 Buyer obligations / incorporation

The buyer must ensure the purchased item is operated only by persons instructed in accordance with § 2(2) and (3) on delivery of the device or at a later date by the seller.

The buyer must comply with the manual handed over as part of the contract. The manual forms part of every purchase contract; the buyer therefore accepts obligations for proper handling of the goods.

§ 5 Prices and payment

The buyer pays the invoice amount in advance unless payment on invoice has been agreed. In the latter case invoice amounts are due immediately without deduction unless otherwise agreed. The relevant date is receipt by the seller. Payment obligations are fulfilled only when the seller can finally dispose of the countervalue. All payments must be free of charges.

Prices quoted by the seller are net of discounts, ex warehouse plus statutory VAT. For export deliveries, customs duties, fees and other public charges are borne by the buyer. Shipping costs, including packaging, transport, transport insurance and delivery, are borne by the buyer unless separately agreed otherwise.

In the event of late payment the buyer must pay default interest at six percentage points above the base interest rate.

The buyer may set off or assert a right of retention only if counterclaims are undisputed or have become final and binding. A right of retention may be exercised only insofar as it is based on the same contractual relationship.

§ 6 Retention of title

Goods remain the property of the seller until full payment. If performance is divisible, retention of title expires only when all claims related to this order have been settled by the buyer.

§ 7 Seller's copyrights

The seller reserves ownership and copyrights in all offers, training materials and cost estimates as well as drawings, illustrations, texts, calculations, brochures, catalogues and other documents provided to the buyer.

§ 8 Passing of risk

Risk of loss, deterioration and carriage passes to the buyer once the goods leave the seller's business or warehouse premises or those of a third party commissioned by the seller.

§ 9 Warranty / defects

The buyer must inspect goods immediately on receipt for quantity, quality and agreed characteristics and must notify obvious defects without delay. Where the contract is a commercial transaction for both parties, § 377 of the German Commercial Code (HGB) applies with the modification that recognisable defects must be notified in writing within 10 days.

§ 10 Resale

Goods supplied by the seller are branded goods that may be sold only in unaltered, undamaged original packaging. Individual sale of partial quantities is not permitted.

§ 11 Limitation of liability

Except for damage arising from injury to life, body or health, the seller is liable for other damage only if based on intentional or grossly negligent conduct or on breach of a material contractual duty by the seller or its vicarious agents.

§ 12 Applicable law / jurisdiction / place of performance

German law applies to the exclusion of the UN Sales Convention. Mandatory provisions of the state in which the buyer has their habitual residence remain unaffected.

§ 13 Final provisions

Amendments or supplements to these terms and to the contract must be in writing. This also applies to waiver of the written-form requirement.

Version: 10/2018