General Terms and Conditions of Sale and Delivery of Saphenus Medical Technology GmbH

1. general
The following terms and conditions of sale and delivery apply to all business relationships of Saphenus Medical Technology GmbH (hereinafter referred to as “Saphenus”) and its affiliated companies with customers. The customer recognizes them as binding for him or her when placing an order. Deviating, conflicting or supplementary general terms and conditions / conditions of purchase of customers shall not become part of the contract, even if known. If conditions are agreed in writing in the contract which deviate from these terms and conditions of sale and delivery, the provisions of the contract shall take precedence.

2. offer, prices
If no other period of validity is stipulated in the offer of Saphenus, offers of Saphenus are valid for 14 days from the date of the offer and can be accepted by the customer in writing (email, fax or postal letter). Prices announced by Saphenus are ex works including packaging, but excluding shipping charges. Sales tax shall be calculated separately in accordance with the statutory provisions applicable on the date of delivery or performance.

3. shipment, delivery, service provision
Regardless of the insurance organized by Saphenus, the goods travel at the expense and risk of the customer. This shall also apply in the case of carriage paid delivery and irrespective of which means of transport is used or who chooses the means of transport. The costs of transport insurance shall be borne by the customer. Unless otherwise agreed, the registered office of Saphenus is deemed to be the agreed place of performance by Saphenus.
Unless otherwise agreed in writing, the price risk is transferred to the customer with the dispatch of the goods – in case of default of acceptance of the customer with the readiness for dispatch of Saphenus. The choice of the place of dispatch and the route of transport as well as the means of transport and the transport company is made by Saphenus at its best discretion, without assuming liability for the cheapest and fastest transport, unless otherwise agreed in writing. Stated delivery dates or deadlines are always non-binding unless expressly agreed otherwise in writing.

4. notices of defects
The customer must immediately inspect the delivered goods/services provided by Saphenus for any defects. Saphenus must be notified in writing of incomplete or incorrect deliveries/services as well as complaints about obvious defects within eight days of receipt of the goods at the latest, whereas defects and faults that cannot be detected must be notified immediately after their discovery. The type and scope of the alleged defect must be clearly evident from the complaint. If defects and faults are not notified in time, the delivery shall be deemed approved and the assertion of the warranty claim shall be excluded.

5. warranty
In the case of justified and timely notices of defects, Saphenus will, with due consideration of the interests of the customer, provide warranty by improving the goods, granting a price reduction or replacement delivery (exchange) or take back the goods against reimbursement of the purchase price. Saphenus reserves the right to choose the respective warranty remedy.
Other claims of any kind against Saphenus, in particular claims for direct or consequential damages, are expressly excluded to the extent permitted by law.
Defects or malfunctions that can be traced back to a use that does not comply with Saphenus’ guidelines for use and/or processing exclude both warranty claims and claims for damages.

6. return of goods
Return shipments of delivered goods may only be made with the prior consent of Saphenus. If the goods are nevertheless returned, Saphenus must be reimbursed for all costs incurred as a result. No claims or other legal consequences can be derived by the customer from the acceptance of the returned goods. In case of an agreed return of goods, Saphenus reserves the right to charge a handling fee for the costs incurred by the return and to take into account a deduction corresponding to the age and condition of the goods when crediting the value of the goods. The amount of the discount is determined by Saphenus.

7. disclaimer
In case of slightly negligent breaches of duty by Saphenus as well as by vicarious agents of Saphenus, liability is excluded. The above limitations of liability do not affect claims of the customer arising from product liability or from any guarantees given.

8. payment
Invoices for deliveries of goods shall be paid in accordance with the respective agreements made. Flat rates for cost estimates do not apply to repairs performed. Unless there is a written agreement on a payment term between the contracting parties, payments of the invoice amounts shall be due without deduction immediately upon receipt of the invoice.
At the request of Saphenus, payment can be changed to direct debit or cash on delivery. Checks are only accepted on the basis of a special written agreement and always only on account of payment. In the event of default in payment, interest on arrears shall be agreed at a rate of 8 percentage points above the prime rate. Offsetting by the customer is excluded, unless with claims recognized in writing by Saphenus or legally established.
If the customer applies for judicial or extrajudicial reorganization proceedings, or if insolvency proceedings are opened against the customer’s assets, or if an application for insolvency proceedings is rejected due to lack of assets to cover costs, Saphenus is entitled to declare all claims arising from the business relationship immediately due and payable, even if checks have been accepted or payment in installments has been granted.
The same shall apply if the customer defaults on his payments or if other circumstances become known which make his creditworthiness appear doubtful. Furthermore, in such a case, Saphenus is entitled to demand advance payment or the provision of security, to realize securities provided and to withdraw from the contract and to demand damages for non-performance.
The assignment of claims of the customer against Saphenus to third parties, as well as the transfer of rights and obligations from the concluded purchase contract is not permitted without prior written consent of Saphenus.

9. retention of title
Delivered goods remain the property of Saphenus until complete fulfillment of the customer’s obligations, in particular payment of the purchase price including incidental costs and interest, fees, expenses, etc.
If the goods are resold, the customer assigns the claims from the sale of the reserved goods to Saphenus. The customer is obligated to make the assignment recognizable by making a note in its books and, at the request of Saphenus, to disclose the names of the debtors of the purchase price as well as the exact numbers of the assigned claims. The assignment is accepted by Saphenus. Any fees or taxes in connection with the assignment will be borne by the customer and will indemnify and hold Saphenus harmless in this regard. Saphenus is entitled at any time to disclose the assignment and to collect the assigned claims itself.
The customer is obligated to keep the goods subject to retention of title insured against the usual risks, such as natural hazards, to a sufficient extent and to prove this to Saphenus upon request. The customer hereby assigns any insurance claims to Saphenus. The customer is further obliged to store the goods according to the instructions of Saphenus and the state of the art. The customer is obliged to treat the goods with care during the existence of the retention of title. If maintenance and inspection work is required, the customer must carry this out regularly at his own expense.

10 Intellectual Property
Offers and projects as well as drawings, dimensional drawings and descriptions submitted by Saphenus are the intellectual property of Saphenus and may not be reproduced or used or made available to third parties without the consent of Saphenus. The unchanged use of the Intellectual Property in the context of the resale of the delivered goods is permitted.

11. force majeure
Events of force majeure affecting Saphenus or one of its suppliers entitle Saphenus to suspend deliveries for the duration of the hindrance and a reasonable start-up period or to withdraw from the contract in whole or in part in accordance with its effects.
Force majeure events include, but are not limited to: All effects of natural forces, such as: Earthquake, lightning, frost, storm, floods; furthermore, war, laws, official interventions, confiscation, transport disruptions, export, import and transit bans, international payment restrictions, raw material and energy shortages; furthermore, operational disruptions such as explosion, fire, strikes, sabotage and all other events that could only be prevented with disproportionate costs and economically unreasonable means.

12. data protection consent
The customer expressly consents to the collection, processing and use of personal data provided by the customer or to be provided in the future by Saphenus for marketing purposes, including the creation of a customer file. This consent can be revoked by the customer at any time with effect for the future.

13 Place of performance and jurisdiction
Austrian law shall apply with the exception of the referral norms and the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contract shall be the competent court in Vienna. The place of performance for delivery and payment is the registered office of Saphenus.

14. final provisions
Should individual provisions of the contract or of these terms and conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be deemed to be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.
All amendments and additions to contracts between Saphenus and the customer must be in writing and this also applies to the waiver of the written form requirement.