General Terms and Conditions of OT medical GmbH, Konsul-Smidt-Str. 8b, 28217 Bremen

1. Scope The general terms and conditions of delivery and service of OT medical GmbH (hereinafter referred to as "seller") apply to our customers (hereinafter referred to as "buyer"), also in current or future business relationships.

2. Conclusion of contracta) Offers from the seller are non-binding until written confirmation of the order placed in response to the offer. The contract is only concluded when the buyer has confirmed it in writing. The aforementioned written confirmation by the seller is decisive for the content and scope of the contract. b) These terms and conditions of delivery and service of the seller apply exclusively. All general terms and conditions of the buyer - regardless of their content - do not apply, even if the seller has not expressly objected to them, or he carries out the delivery without reservation in knowledge of the buyer's conditions.c) Drafts, calculations and other documents provided by the seller remain his property and may not third parties accessible or made known.

3. Prices The contract is concluded at the prices applicable at the time. The prices are ex warehouse/factory in Bremen plus packaging, freight and other ancillary costs such as insurance, taxes, customs duties and the like plus statutory sales tax at the currently applicable rate. Packaging costs etc. are shown separately in the invoices. The buyer provides the information required for deliveries abroad before delivery.

4. Payment, rights of retentiona) The purchase price is due immediately upon handover of the delivery by the seller or acceptance by the buyer, but no later than 14 days from the date of invoice or availability.b) Payment of the purchase price has to be made exclusively on the account shown on the invoices. c) If the buyer receives deliveries or services to choose from (selection shipment), the payment claims become due 14 days after the date of delivery. d) The buyer is only authorized to assert a right of retention on the basis of counterclaims from the same contractual relationship. e) Deductions, in particular cash discounts, require a separate written agreement.

5. Dispatcha) Unless otherwise stated in the order confirmation, delivery ex warehouse/factory Bremen is agreed.b) Partial deliveries and partial services are permissible.

6. Delivery times, default of acceptance by the buyera) Delivery times are non-binding unless they have been expressly designated as binding in writing by the seller. Delivery times are extended if there is a delay in self-delivery for which the seller is not responsible. The extension of the delivery time corresponds to the duration of the delay. The same applies if the execution of the delivery is delayed due to force majeure. Force majeure includes such performance difficulties over which the seller has no influence, such as government measures, strikes and lockouts, machine failures (also in manufacturers and suppliers or energy damage and energy shortages) and obstruction of traffic routes. b) The risk of accidental loss or accidental damage Deterioration of the delivery item is also transferred to the buyer at the time when he is in default of acceptance or debtor. This also applies to partial services, even if the seller has taken on other services (e.g. transport).

7. Acceptance and acceptance a) The buyer must accept and accept the deliveries and services immediately, but no later than within 7 working days, at the warehouse designated by the seller upon request. b) If the buyer does not accept the delivery or service despite a reminder and after setting a reasonable deadline timely on/off, the seller can withdraw from the contract and demand compensation, at his discretion either compensation for the damage incurred or, without proof of damage, 10% of the agreed price. The buyer reserves the right to prove that the seller has suffered no or only significantly less damage. c) The buyer is entitled - with the exception of custom-made products - to receive the contractual deliveries or services sent to him by the seller in the execution of his order in the undamaged original packaging within a period of time 3 months from the delivery date for a processing fee of 10% of the net value of the goods. This right is excluded if the individual packaging of the delivery or service and/or the seal label of sterile products has been opened/damaged. d) No processing fee will be charged for a selection shipment , if it is returned to the seller within 14 days.

8. Notification of defects a) Notification of defects must be made to the seller immediately in writing within 8 calendar days of receipt of the delivery or service. Hidden defects must be reported to the seller within 8 calendar days of their discovery. b) The seller can provide supplementary performance within a reasonable period of time either by eliminating the defect, delivering a defect-free item or producing a new work. Replaced parts become the property of the seller. c) The buyer can withdraw from the contract as soon as the supplementary performance finally fails or it is only possible with disproportionate costs. Alternatively, he can reduce the remuneration. d) Claims by the buyer against the seller for reimbursement of the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the delivery or service is subsequently performed was taken to a place other than that of the buyer's branch, unless the move corresponds to the intended use of the delivery or service Agreements that go beyond rights f) Claims for defects shall not apply if the deliveries or services are improperly handled or improperly processed or treated by the buyer or third parties commissioned by him. This applies in particular to improper treatment and processing of implants and their connections, prosthetic anchoring mechanisms and/or faulty superstructures by the purchaser or third parties commissioned by the purchaser, as well as for defects that arise from failure to follow the insertion and/or instructions for use attached to the deliveries or services be. g) Liability for defects is also excluded if and to the extent that the deliveries or services wear out through natural wear and tear. A natural wear and tear that reduces the usability is to be expected, especially when using the tools and instruments supplied by the seller, depending on the intensity of use. h) The limitation period for material and legal defects is one year and begins with the transfer of risk. This does not apply if and to the extent that longer periods apply in accordance with §§ 438 Paragraph 1 No. 2, 479 Paragraph 1, 634a Paragraph 1 No. 2, 651 BGB, the defect was fraudulently concealed or one of the liability cases mentioned in Section 10.1 applies .i) The above regulations do not involve a reversal of the burden of proof to the detriment of the buyer.

9. Product improvements The seller is entitled to improve or change his goods and services as well as documents and information at any time (e.g. in the case of design or shape changes, color deviations, etc.) and to adapt them to the state of the art. In the case of standardized products and goods, deviations within the permitted tolerances according to Standard sheets possible. General terms and conditions of OT medical GmbH, Konsul-Smidt-Str. 8b, 28217 Bremen

10. Withdrawal of the seller from the contracta) Strikes, lockouts, operational disruptions, force majeure and other hindrances to production for which the seller is not responsible entitle the seller to withdraw from the contract in whole or in part. This also applies in the event that the seller cannot obtain the raw materials required for production or cannot obtain them at the prices valid at the time the contract was concluded if circumstances become apparent that jeopardize the seller's claim for payment due to the buyer's inability to pay, the seller is entitled to refuse the service incumbent on him. At the same time, he can demand advance payment of the purchase price or a corresponding security deposit at the buyer's option, regardless of previous agreements. If the buyer does not comply with this request within a period of 5 working days from its receipt, the seller can withdraw from the contract.

11. Liability of the buyer If the contract is not implemented, the seller can, without prejudice to the possibility of asserting higher actual damage, claim 10% of the net sales price for the costs incurred by processing the order and the lost profit, unless the non-execution of the The buyer is not responsible for the contract. The buyer is also permitted to prove that the costs or loss of profit did not arise at all or that the amount incurred was less than the lump sum.

12. Liability of the sellera) In the event of a defect in the goods, the buyer's claim against the seller - unless liability results from the following provisions of this section - is limited to a claim for supplementary performance. The seller has the choice of whether to accept this claim by remedying the defect or delivering a defect-free item. b) Claims for damages and reimbursement of expenses by the buyer against the seller, for whatever legal reason, are excluded, unless they are based on the provisions of the Product Liability Act, an intentional or grossly negligent breach of contract or legal obligations by the seller, damage to health and body of the buyer as a result of a breach of duty for which the seller is responsible, the assumption of a guarantee for the existence of a property or the breach of essential contractual obligations by the seller. c) In the event of a breach of essential contractual obligations by the seller, the compensation of the buyer is limited to the foreseeable damage typical of the contract, provided there is no intent or gross negligence, no liability is assumed for damage to health and body or because the seller has assumed a guarantee for the existence of a property. d) Any claims for damages by the buyer against the seller due to late delivery or service are limited to the respective offer price on which the delivery or service is based, unless the delay is due to an intentional or grossly negligent breach of duty by the seller. e) A breach of duty by the seller is equivalent to that of his legal representative or vicarious agent.

13. Obligations of the buyer The buyer undertakes to fully inform his customers about the quality and usability as well as the safety standard of the goods purchased from the seller. If the buyer is informed of a defect in the delivered goods by his customer, he is obliged to inform the seller in writing immediately, but at the latest within 2 days.

14. Retention of titlea) The seller retains title to all goods and/or installed objects (reserved goods) delivered by him until the buyer has fulfilled all payment claims from the business relationship and the respective contracts (existing and future) or - if individual claims of the seller have been included in a current account - until the recognized balance has been settled.b) The buyer must keep the reserved goods in proper condition and store them separately and mark them as property of the seller.c) If the buyer acts in breach of contract, in particular in the event of default in payment, the seller is entitled to take back the goods. After taking back the goods, the seller is authorized to sell them. The proceeds from the sale are to be offset against the liabilities of the buyer - less reasonable costs of sale. d) The buyer is entitled to resell the delivered goods (reserved goods) in the ordinary course of business. He already assigns to the seller the claims he is entitled to from the resale against the customer in the amount of the final invoice amount of the reserved goods, regardless of whether the reserved goods have been resold without or after processing, transformation, connection, mixing or blending.e) Furthermore, the The buyer is obliged to notify the seller immediately in writing of the enforcement against the goods subject to retention of title or the assigned claims or other claims raised by third parties with regard to the goods. f) The buyer is obliged to provide the seller with information about the whereabouts of the goods delivered under retention of title and the claims arising from the resale. The costs incurred by asserting the seller's rights are borne by the buyer.

15. Transferability The buyer's rights under the delivery contract can only be transferred to a third party with the consent of the seller.

16. Copyright If deliveries are made according to drawings, samples or other information provided by the buyer and patent, sample or trademark rights of third parties are violated as a result, the buyer shall be liable to the seller for the resulting damage and loss of profit and shall indemnify the seller against such claims based on a violation of third-party property rights.

17. Place of performance, place of jurisdiction and choice of law a) Place of performance for all claims arising from the delivery contract and place of jurisdiction for all disputes arising from the delivery contract is the seller's registered office, here the Hanseatic City of Bremen. However, the seller is also entitled to sue the buyer at his general place of jurisdiction. b) For the rest, the law of the Federal Republic of Germany applies exclusively as agreed - also for export contracts. The provisions on the international purchase of movable goods, in particular the UN Sales Convention (CISG), are expressly excluded. This also applies if the buyer is based abroad.

18. Data protection The seller works with EDP and has stored the address of the buyer, the address, the buyer's representative and the other data necessary for order processing and may process and use this data in accordance with the statutory provisions for his operational purposes.

19. Severability Clause In the event of the ineffectiveness of individual clauses of these delivery and service conditions, the remaining clauses remain binding. The invalid clause will be replaced by a regulation that comes closest to the economic objective pursued with the invalid clause.

Status: 07/2009 Bremen Commercial Register