General Terms and Conditions of Sale of Lupus Imaging & Media GmbH & Co KG

1. Scope

1.1. These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in textual form.

1.2. These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.

1.3. These terms and conditions of sale shall only apply vis á vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).

2. Offer, Acceptance

Forasmuch as the order constitutes an offer (within the meaning of Section 145 German Civil Code), we are entitled to accept the offer within two weeks.

3. Prices, Payment

3.1. Our prices are Ex Works (Incoterms 2020), include the cost of packaging, exclusive of the respective statutory VAT (to the extent applicable). Deliveries in Germany are on a carriage paid basis. Deliveries outside Germany are separately invoiced.

3.2. From the due date default interest shall accrue at the statutory rate (Section 288 para 2 BGB – German Civil Code). The purchaser is entitled to furnish evidence that there was no damage at all or that it was considerably lower than interest at the statutory rate. We reserve all rights to claim further damages for delay.

4. Offset, Retainer

The purchaser shall be entitled to offset only forasmuch as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgment. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.

5. Delivery

5.1. Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defenses based on non-performance of the contract are reserved.

5.2. In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.

6. Passing of Risk, Shipment

If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.

7. Retention of Title

7.1. We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to withdraw from the contract according to the statutory provisions and to take possession of the goods.

7.2. The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.

7.3. As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in textual form if the goods become subject to rights of third persons or other encumbrances.

7.4. The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.

7.5. Forasmuch as the above securities exceed the secured claim by more than 10%, we are obligated, upon our election, to release such securities upon the purchaser’s request.

8. Warranty

8.1. Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).

8.2. Warranty claims shall be time-barred 12 months following delivery; for damage claims of the purchaser according to Section 9.1 sentence 1 half sentence 1 and Section 9.2, the statutory limitation periods shall apply exclusively. Special statutory provisions on the statute of limitations (in particular sec. 438 para. 1 no. 1, no. 2, para. 3, sec. 444, sec. 445b German Civil Code) shall remain unaffected.

8.3. In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. Our right to refuse alternative performance under the statutory conditions shall remain unaffected. If a reasonable period to be set by the purchaser for alternative performance has expired unsuccessfully or is dispensable under the statutory provisions, the purchaser is entitled to reduce the purchase price or to withdraw from the contract according to the statutory provisions.

9. Liability

9.1. In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.

9.2. Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.

9.3. Any liability not expressly provided for above shall be disclaimed.

10. Applicable law, Jurisdiction

10.1. This contract shall be governed by the laws of the Federal Republic of Germany (excluding the United Nations Convention of April 11, 1980 on Contracts for the International Sale of Goods).

10.2. Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Langenfeld (Duesseldorf). We are also entitled to bring a claim in the courts of the Entrepreneurs principal place of business.