As of: January 11, 2025

WePrevent-Gesundheitsvorsorge GmbH

FN: 608079 i

(hereinafter referred to as "Seller," or "we" or "us")

English version below.

1. Scope

The following General Terms and Conditions of Delivery (hereinafter “GTC”) apply to all (i) orders placed by customers (hereinafter also referred to as “customers” or “customer”) for the delivery of goods by us, (ii) offers made by the Seller, as well as (iii) contracts concluded by the Seller with Customers regarding the delivery of goods, and (iv) all current and future deliveries and services provided by the Seller to Customers, even if no express reference is made to them. These GTC supersede all other agreements or terms and conditions regarding the delivery of goods that have not been agreed to in writing by the Seller. The version of these GTC in effect at the time the contract is concluded shall apply. Any deviating terms and conditions of business or delivery of the Customer shall apply only with our express written consent.

By placing an order with us, the customer agrees to these General Terms and Conditions in their entirety.

Persons who place orders with us on behalf of the customer or who deliver or pick up goods for processing declare that they are authorized to accept our General Terms and Conditions (ALB) on behalf of the customer.

"Goods," as used in these General Terms and Conditions, refer to all products for which contracts for delivery are entered into with us.

2. Offer, Conclusion of Contract

All orders are accepted and fulfilled without obligation and subject to availability. A contract for a specific delivery of goods is not concluded until we issue an order confirmation.

We reserve the right to accept orders—particularly if they exceed the customer’s usual order volume—only in part, or to reject them without providing a reason.

3. Prices and Costs

All prices are subject to change and, unless otherwise specified, are quoted in euros and exclude value-added tax. The customer is responsible for all transportation and packaging costs, freight and insurance charges, customs duties, fees, and taxes.

Statutory sales tax will be added to the invoice at the applicable rate. Any fees are to be paid by the customer.

The prices listed are “EX WORKS” in accordance with INCOTERMS 2020 and do not include the costs of the freight forwarder (carrier or warehouse operator) engaged by the customer. The customer is responsible for complying with the applicable storage regulations.

4. Terms of Payment, Prohibition on Offset

Our invoices are due for payment within 7 days of the invoice date, free of charges and deductions. Bank transfers are considered payment only upon receipt of the amount in our account. Bills of exchange or checks will be accepted only by written agreement, solely on account of payment, and do not entitle the customer to a cash discount. Discount interest and all bank charges are borne exclusively by the customer.

If a contract is concluded with a customer who, at the time of conclusion of the contract, meets the requirements of Section 10(1) (i.e., financial crisis or need for reorganization), it shall be deemed agreed—regardless of whether or not the customer duly informed the seller of this fact prior to the conclusion of the contract—that the seller’s services shall be provided exclusively against advance payment. The customer bears the burden of proof that it did not yet meet the requirements of Section 10(1) at the time the contract was concluded.

In the event of late payment by the customer, we are entitled to claim, at our option, either compensation for the actual damages incurred or default interest at the statutory rate. For business customers, this rate is 9.2% per annum above the base interest rate. We are also entitled to charge compound interest in the event of late payment by the customer, effective from the date the goods are delivered. In the event of late payment, the customer agrees to reimburse us for the reminder and collection fees we have incurred, to the extent that such fees are necessary for the appropriate legal pursuit of our claims. This includes, in any case, a lump-sum amount of EUR 900.00 as compensation for collection costs. The assertion of further rights and claims remains unaffected by this provision. In the event that the customer defaults on a partial payment, we are entitled to declare outstanding but not yet due invoice amounts immediately due and payable and/or to demand advance payment or security for future deliveries and services.

Offsetting against counterclaims by the customer that we dispute and that have not been legally established is prohibited, as is the exercise of a right of retention without a legally enforceable title or based on claims arising from other legal transactions.

5. Delivery Time, Delay in Delivery, Impossibility of Performance, Delay in Acceptance

We are not obligated to perform the service until the customer has fulfilled all obligations necessary for delivery (such as receipt of the agreed-upon down payment). We will adhere to delivery periods and dates to the extent possible. Unless expressly agreed upon as binding, they are non-binding and are always to be understood as the estimated time of availability and handover to the customer. The customer may withdraw from the contract due to a delay in delivery only after setting a reasonable grace period—of at least 4 weeks—in writing. Withdrawal must be asserted by registered letter. The right of withdrawal applies only to the portion of the delivery or service for which the delay exists; the customer may not withdraw from partial services or deliveries that have already been provided.

Any subsequent requests by the customer for changes or additions will extend the delivery time accordingly. The same applies in the event of unforeseen obstacles beyond our control and/or that of our upstream suppliers, such as force majeure, which includes, but is not limited to, transportation difficulties due to strikes, lockouts, border closures, delays in the delivery of essential raw materials or supplies, the inability to secure a sufficient supply of raw and auxiliary materials, the inability to procure means of transportation, plant closures due to official orders, etc. Such events shall release us from the agreed-upon delivery deadlines for the duration of the event, and such deadlines may not be enforced during the corresponding periods.

The customer’s claims for damages are excluded in all cases of delayed or non-delivery, even after the grace period has expired, except in cases of willful misconduct or gross negligence.

If a delivery cannot be made due to delivery difficulties and/or price increases on the part of our suppliers, we are entitled to withdraw from the contract without any obligation to pay compensation.

Liability for damages resulting from delay is excluded.

If pickup of the ordered goods has been agreed upon with the customer and the goods have not been picked up by the agreed-upon delivery date, the goods will be stored at the customer’s risk and expense for a maximum period of 1 week. The customer is responsible for the storage fees. At the same time, we are entitled either to insist on performance of the contract or, after setting a reasonable grace period, to withdraw from the contract and dispose of the goods otherwise. In the event of disposal, a contractual penalty of 10% of the invoice amount, excluding sales tax, shall be deemed agreed upon.

We ship to Austria and other countries to the shipping address provided to us. The destination country is the country in which the shipping address is located. For all other countries, we reserve the right to refuse the order.

Should any customs duties apply, the customer shall bear the full cost thereof. The customs authority will bill the customer directly for these charges. The customer hereby expressly agrees that the data may be disclosed to the customs authority.

6. Delivery, Shipping, Transfer of Risk, Insurance, Packaging

The customer is obligated to accept our deliveries and services. We ship without insurance. Transportation insurance may be purchased at the customer’s request and expense. Risk passes to the customer as soon as the goods are handed over to the carrier or another shipping agent; in the event of the customer’s default in acceptance, risk passes as soon as the goods are ready for shipment. This also applies if partial deliveries are made or if we have undertaken to make other deliveries.

7. Retention of Title

The goods remain our property until the full purchase price, including any shipping and handling charges and taxes, has been paid in full. The customer bears the entire risk for the goods subject to retention of title, in particular the risk of destruction, loss, or deterioration.

In the event of late payment, the customer is obligated to return the goods subject to retention of title after a reminder has gone unheeded.

The customer is entitled to resell the delivered goods in the ordinary course of business or pursuant to a separate agreement.

Until the purchase price has been paid in full, the customer assigns to us, in lieu of payment, all claims and security interests to which it is entitled arising from the resale. The customer is obligated to record the assignment in its books. In the event of a delay in payment, we are entitled to notify the purchasers of the goods—whose identities the customer has disclosed to us—of the assignment and to demand payment from them.

The assertion of the retention of title does not constitute a withdrawal from the contract, unless this is expressly stated. In the event that goods for which payment has not yet been made in full are seized by third parties or, if applicable, subject to official enforcement, the customer agrees to notify us immediately so that we may assert our right of ownership against the third party. Acknowledgment of the balance does not affect the retention of title, nor does the surrender of bills of exchange or checks until they are properly or actually honored. If we exercise our retention of title and take back the goods, the credit for the goods taken back under the retention of title will be issued after applying deductions appropriate to the storage period and costs, damage, mandatory provisions of the Medical Devices Act, and other relevant circumstances.

For health and safety reasons, we cannot accept returns of merchandise that has been removed from its sealed packaging.

If we take back goods delivered subject to the foregoing retention of title, the customer shall be liable for any shortfall in proceeds resulting from the resale of such goods. The customer shall also reimburse us for any costs incurred in connection with the return shipment or onward shipment to third parties.

8. Notice of Defects, Warranty, Damages

We warrant that the delivered goods comply with the respective product specifications. Beyond that, we make no warranty regarding any other characteristics of the goods. In particular, we do not warrant that the delivered goods bear the required product labeling in countries other than Austria. If the customer has provided us with the product labeling required for the country of destination, we warrant only compliance with the specified requirements, but not their accuracy. We are also under no obligation to verify the information provided by the customer. Furthermore, we do not warrant that the goods we deliver will be exported to the country of destination, that they may be placed on the market in the country of destination (with the exception of Austria), or that the necessary certifications and official approvals from the country of destination are available. It is the customer’s responsibility to verify and comply with the regulatory requirements for placing the goods on the market in the destination country and to obtain the necessary approvals. The customer must verify any import restrictions applicable to the destination country. If a shipment cannot be delivered to the desired delivery address due to an import restriction, this does not release the customer from the obligation to pay. Any temporary storage costs as well as return shipping costs shall be borne by the customer. Should the customer fail to bear these costs, the seller is free to arrange for the destruction of the goods at the customer’s expense; however, this also does not release the customer from their obligation to pay for the ordered goods.

Unless otherwise agreed, no license is granted, either expressly or impliedly, under the intellectual property laws of the United States of America or any other country outside the European Economic Area (EEA) with respect to the goods.

If a product is used after the best-by date indicated on the packaging or in the instructions for use has expired, the seller shall not be liable if the product no longer functions, works, or is usable as intended.

Any liability beyond the warranty (including liability for damages) is excluded, except in cases of gross negligence, willful misconduct, or personal injury.

If defects are found in our goods, a written notice of defect must be submitted immediately (upon receipt of the goods, which is deemed confirmed by signing the delivery documents (delivery note or waybill)). If incorrect deliveries, short shipments, or other defects are not reported within 5 business days of receipt of the goods at the latest, the delivery or service shall be deemed to have been performed in accordance with the contract. The notice of defect must be received by the seller within the notice period to be considered timely. The unobjected acceptance of goods by freight forwarders or carriers shall be deemed proof of proper packaging and precludes any claims against us for damage incurred during transport.

The warranty period is a maximum of 3 months from the date of delivery. The contracting party must provide evidence of any defects. Section 924 of the Austrian Civil Code (ABGB) is expressly excluded.

In the event of justified defects, the warranty is limited to repair, replacement, or supplementation of the missing item, at the seller’s discretion and within the framework of the legally binding provisions of the Medical Devices Act. Multiple repairs or replacements are permitted. Claims for rescission or price reduction are excluded, unless we expressly agree to them. The customer is not entitled to any warranty claims if the customer or a third party not authorized by us has made modifications or repairs to the goods.

The warranty does not cover defects resulting from improper storage, installation, failure to comply with the terms of use, overloading of parts beyond the performance specifications we have provided, negligent or improper handling, and the use of unsuitable operating materials, as well as cosmetic defects (i.e., defects that do not impair the intended use of the goods, such as damage limited to the packaging, color variations, etc.).

Furthermore, the warranty does not cover the replacement of parts subject to normal wear and tear.

Returns require our prior written consent. Any right of recourse under § 933b of the Austrian Civil Code (ABGB) is excluded, and the customer shall indemnify and hold us harmless in this regard.

In order for us to perform warranty services, the customer must deliver the goods to us and pick them up from us at the customer’s expense and risk.

The customer waives the right to contest the contract or seek its modification on the grounds that the price is reduced by more than half, due to a mistake, or due to the cessation of the basis of the transaction.

We are not liable for damage to the goods caused by unsuitable or improper use, normal wear and tear, or faulty or negligent handling or storage.

Unless this violates mandatory law and unless otherwise provided in these General Terms and Conditions, we are liable only for damages that we have caused through gross negligence or willful misconduct. However, this limitation of liability does not apply to compensation for personal injury. We are not liable for indirect damages, lost profits, lost interest, lost savings, consequential damages, financial losses, or damages arising from third-party claims. In cases of gross negligence, liability is limited to the value of the goods delivered, but not to exceed the amount covered by our insurance.

If you receive goods that are visibly damaged upon delivery, you must file a complaint directly with the carrier (shipping company) and with us as part of the notice of defect.

When reselling the goods, the customer must inform its business partners that the product is a medical device. The customer is advised that medical devices whose expiration date has passed may no longer be placed on the market.

The customer bears the burden of proof that, in the event of a claim for damages, we were at fault.

9. Product Liability

Claims under the Product Liability Act are excluded to the extent permitted by law. The customer agrees to read the product descriptions carefully and to follow them. We assume no liability for improper storage, use, or application by the customer, particularly if such actions are contrary to the instructions in the product description. In any case, all instructions on the product packaging and in the product inserts must be followed.

Failure to comply with, or partial compliance with, established and generally known conditions for installation, commissioning, use, or maintenance (e.g., operating instructions, user manuals), as well as disregard for warnings or regulatory requirements, goes beyond mere contributory negligence on our part in the event of incidents and results in the loss of any and all claims against us.

As a general rule, the party seeking damages (the customer) has a comprehensive obligation to cooperate in clarifying the relevant facts.

10. Customer's Disclosure Obligations

If the customer is in financial distress or requires reorganization, the customer must disclose this to the seller prior to the conclusion of the contract. For the purposes of these General Terms and Conditions (ALB), the customer is considered to be in a crisis if (a) the customer is insolvent (Section 66 of the Insolvency Act (IO)), or (b) the customer is overindebted (Section 67 of the Insolvency Act (IO)), or (c) the customer’s equity ratio (Section 23 of the Swiss Debt Collection Act (URG)) is less than 8% and the notional debt repayment period (§ 24 URG) exceeds 15 years. 

The customer is further obligated to notify the seller immediately in writing (email or fax is sufficient) if circumstances arise that could give rise to reasonable concerns regarding the customer’s creditworthiness or the customer’s ability to properly fulfill its obligations to the seller as they become due. In this regard, the customer must, in particular, inform the seller of (in each case, foreseeable or already occurring) (a) deteriorations in the customer’s creditworthiness or probability of default as assessed by the Credit Protection Association (KSV) 1870 or comparable creditor protection associations, (b) technical over-indebtedness, (c) insolvency, (d) payment delays, (e) applications (filed by the customer or by third parties) to initiate insolvency and/or reorganization proceedings concerning the customer’s assets, and (f) any refusals to open insolvency proceedings concerning the customer’s assets due to lack of assets. If the customer breaches its duty to provide information, it shall be liable to the seller for all resulting disadvantages and damages.

11. Deterioration of the customer's financial situation; withdrawal by the seller

For the purposes of these General Terms and Conditions of Sale, a deterioration in the customer’s creditworthiness, debt situation, credit rating, and/or solvency is considered material whenever it gives rise to objectively justified doubts as to whether the customer will be able to fully settle and fulfill its debts and obligations to the seller when they become due. A material deterioration is presumed, subject to rebuttal, if (i) the customer is more than 14 days in arrears on due payments and/or (ii) any of the circumstances listed in Section 10(2)(a) through (f) occur.

In the event of a material deterioration in the customer’s creditworthiness, debt position, creditworthiness, and/or solvency of the customer, as well as in the event of reasonable grounds for suspicion suggesting the occurrence of such a material deterioration, the Seller is entitled to (a) declare the claims against the customer arising under the respective contractual relationship due and payable with immediate effect, notwithstanding any agreed, and to withhold any outstanding deliveries until all affected, outstanding claims have been paid in full; and/or (b) to demand adequate security for the outstanding claims from the customer (e.g., in the form of the granting of a lien or similar, at the Seller’s discretion in each case) and/or (c) to declare immediate termination of the contract with the Customer and to demand compensation for all disadvantages and damages incurred by the Seller as a result.

In the event of a dispute, or upon request by the seller, the customer must prove that there has been no material deterioration in its credit standing, debt situation, creditworthiness, and/or solvency, and that there are no reasonable grounds for suspicion suggesting that such a material deterioration has occurred.

The seller is also entitled to immediately terminate the respective contract if the customer’s equity ratio (§ 23 URG) falls below 8% and the notional debt repayment period (§ 24 URG) exceeds 15 years. The customer must also immediately notify the seller in writing of any such deterioration in his financial situation—failing which he shall be liable.

12. User Notice in Accordance with the Medical Devices Act (MPG)

With regard to compliance with the Medical Devices Act(Federal Law Gazette No. 657/1996, as amended), we would like to point out the following; however, compliance with all legal provisions governing the use and placing on the market of medical devices for retail sale is the sole responsibility of the customer, and we disclaim any liability in this regard:

Pursuant to Section 83 of the Medical Devices Act (MPG), medical devices may only be used by persons who have been instructed in the proper handling of the medical device or a medical device of that type—taking into account the instructions for use and the accompanying safety-related information—and who have also been made aware of any specific risks associated with its use and the medical device itself. In particular, the natural or legal person responsible for the operation of a healthcare facility is required, pursuant to Section 4(1) of the Medical Device Operator Ordinance (MPBV), to ensure that persons handling the respective medical devices receive training from medical device consultants (Section 79 MPG). Training is not required for those persons who, based on their education, other knowledge, or practical experience, can be assumed to be sufficiently familiar with the information specified in Section 4(3) of the MPBV. The training must be documented. The provision and transmission of detailed manufacturer and test reports (e.g., Section 3(3) of the MPBV) generally incur a fee and must be paid by the customer.

13. Jurisdiction, Governing Law

For all disputes arising out of or in connection with a contract to which these General Terms and Conditions of Sale apply, the court with jurisdiction over commercial matters in Vienna’s Innere Stadt district shall have exclusive jurisdiction. The place of performance for deliveries and payment is the Seller’s registered office. All contracts are governed by Austrian law. The UN Convention on Contracts for the International Sale of Goods and the conflict-of-laws provisions of private international law (in particular the IPRG and the Rome I Regulation) are expressly excluded. For customers based in the United States of America, the following arbitration agreement applies exclusively:

All disputes or claims arising out of or in connection with this Agreement, including disputes regarding its validity, breach, termination, or nullity, shall be finally settled in accordance with the Rules of Arbitration (Vienna Rules) of the International Arbitration Institution of the Austrian Federal Economic Chamber (VIAC) by an arbitrator appointed in accordance with those rules. The language to be used in the arbitration proceedings shall be English. The place of arbitration shall be Vienna. The substantive law applicable to the arbitration agreement shall be the law of the Republic of Austria.

14. Other Provisions

Should any of the foregoing or agreed-upon provisions in these General Terms and Conditions be legally ineffective, invalid, and/or void, or become so during their term, this shall not affect the legal validity of the remaining provisions. In such a case, the legally ineffective, invalid, and/or void provision shall be replaced by a provision that is legally effective and valid and that, to the extent possible and legally permissible, most closely approximates the economic effect of the replaced provision.

These General Terms and Conditions are drafted in German and English; however, only the German version is legally binding; the English version is provided for informational purposes only.

15. Privacy Policy

In accordance with data protection laws, we hereby inform customers that the following data is stored in our electronic system: name, address (including email address), phone number, and payment transaction information. This data is used to fulfill the contract (Article 6(1)(b) of the GDPR) and is stored by us for the duration of the statutory warranty and product liability periods (10 years), but is not disclosed to third parties.

Customers generally have the right to access, rectification, erasure, restriction, data portability, withdrawal, and objection. Any written request regarding these matters must be sent to our business address, attention: [] (Data Controller as defined by the GDPR).

General Terms and Conditions of Delivery

1. Scope of Application

The following General Terms and Conditions of Sale (hereinafter referred to as “GTC”) shall apply to all (i) orders from customers (hereinafter also referred to as “customer” or “customers”) for the delivery of goods by us, (ii) offers made by the seller, as well as (iii) contracts concluded by the seller with customers regarding the delivery of goods, and (iv) all current and future deliveries and services provided by the seller to customers, even if no express reference is made to them. These GTCs shall supersede all other agreements or terms and conditions regarding the delivery of goods that have not been agreed to in writing by the seller. The version of these GTC in effect at the time the contract is concluded shall prevail. Any terms and conditions of the customer that differ from these GTC shall apply only with our express written consent.

By placing an order with us, the customer indicates their full agreement with these Terms and Conditions.

Persons who place orders with us on behalf of the customer or who deliver or pick up goods for processing declare that they are authorized to accept our General Terms and Conditions on behalf of the customer.

“Goods,” as used in these General Terms and Conditions, refer to all products for which contracts for delivery have been concluded with us.

2. Offer, Conclusion of Contract

The acceptance and fulfillment of all orders are non-binding and subject to availability. A contract for a specific delivery of goods is not formed until we confirm the order.

We reserve the right to accept orders—particularly if they exceed the customer's usual order volume—only in part, or to reject them without providing a reason.

3. Prices and Costs

All prices are subject to change and are quoted—unless otherwise stated—in euros and exclude VAT. All transportation and packaging costs, freight and insurance charges, customs duties, fees, and levies shall be borne by the customer.

The statutory value-added tax will be added to the invoice at the applicable rate. Any fees are to be paid by the customer.

The prices quoted are EX WORKS in accordance with INCOTERMS 2020 and do not include the costs of the freight forwarder (carrier or warehouse operator) engaged by the customer. The customer is responsible for complying with the applicable storage regulations.

4. Payment Terms, Exclusion of Compensation

Our invoices are due for payment within 7 days of the invoice date, free of charges and deductions. Bank transfers are considered payment only once the amount has been credited to our account. Bills of exchange or checks will be accepted only if agreed to in writing, solely on account of payment, and without any discount. Discount interest and all bank charges shall be borne exclusively by the customer.

If a contract is concluded with a customer who, at the time the contract is concluded, meets the conditions of Section 10, paragraph 1 (i.e., a crisis or the need for reorganization), it is agreed—regardless of whether or not the customer has duly informed the seller of this prior to the conclusion of the contract—that the seller’s services shall be provided exclusively against advance payment. The customer bears the burden of proof that he did not yet meet the conditions of Section 10(1) when the contract was concluded.

If the customer is in default of payment, we are entitled, at our discretion, to demand compensation for the actual damages incurred or default interest at the statutory rate. For business customers, this is 9.2% per annum above the base rate. We are also entitled to demand compound interest from the date of delivery of the goods in the event of the customer’s default on payment. In the event of default on payment, the customer agrees to reimburse us for the collection and legal fees incurred by us, to the extent that they are necessary for appropriate legal action. This includes, in any case, a lump sum of EUR 900.00 as compensation for collection costs. The assertion of further rights and claims remains unaffected. In the event of the customer’s default on a partial payment, we are entitled to demand immediate payment of outstanding invoice amounts that are not yet due and/or to demand advance payment or the provision of security for future deliveries and services.

The customer shall not be entitled to set off any disputed counterclaims or counterclaims that have not been legally established, nor shall the customer be entitled to exercise a right of retention without a legally binding title or on the basis of claims arising from other legal transactions.

5. Delivery Time, Default in Delivery, Impossibility of Performance, Default in Acceptance

We are only obligated to perform once the customer has fulfilled all obligations necessary for delivery (e.g., receipt of the agreed-upon down payment). We will meet delivery deadlines and dates to the extent possible. Unless expressly agreed to be binding, they are non-binding and are always to be understood as the expected time of provision and handover to the customer. The customer may withdraw from the contract due to a delay in delivery only if a reasonable extension of at least four weeks has been granted in writing. The withdrawal must be asserted by certified letter. The right of withdrawal applies only to the portion of the delivery or service that is delayed; the customer may not withdraw from partial services and deliveries that have already been provided.

Subsequent requests for changes and additions by the customer shall extend the delivery time accordingly. The same shall apply in the event of unforeseen obstacles arising that are beyond our control and/or that of our upstream suppliers, such as force majeure, which includes, but is not limited to, transportation difficulties due to strikes, lockouts, border closures, delays in the delivery of essential raw materials or components, the inability to secure a sufficient supply of raw and auxiliary materials, the inability to procure means of transportation, plant closures due to official orders, etc. Such events release us from the agreed delivery times for the duration of the events and cannot be invoked during the corresponding periods.

Claims for compensation by the customer are excluded in all cases of delayed or failed deliveries, even after the grace period has expired, except in cases of willful misconduct or gross negligence.

If delivery is not possible due to delivery difficulties and/or price increases on the part of our suppliers, we are entitled to withdraw from the contract without any obligation to pay compensation.

Liability for damages caused by delay is excluded.

If pickup of the ordered goods has been agreed upon with the customer and the goods are not picked up on the agreed delivery date, the goods will be stored for a maximum period of one week at the customer’s risk and expense. The customer shall bear the storage fees. At the same time, we are entitled either to insist on fulfillment of the contract or, after setting a reasonable grace period, to withdraw from the contract and dispose of the goods elsewhere. In the event of disposal, a contractual penalty of 10% of the invoice amount, excluding VAT, shall be deemed agreed.

We ship to Austria and other countries to the shipping address provided to us. The country where the shipping address is located is the country of destination. For all other countries, we reserve the right to refuse the order.

If any customs fees are incurred, the customer shall be responsible for paying them in full. The customs office will issue the invoice for these fees directly to the customer. The customer also expressly agrees that the data may be forwarded to the customs office.

6. Delivery, Shipping, Transfer of Risk, Insurance, Packaging

The customer is obligated to accept our deliveries and services. We deliver without insurance. Transport insurance may be purchased at the customer’s request and expense. The risk shall pass to the customer as soon as the delivered item has been handed over to the carrier or other shipping agent; in the event of a failure to accept delivery on the part of the customer, the risk shall pass as soon as the goods are ready for shipment. This shall also apply if partial deliveries are made or if we have undertaken other deliveries.

7. Retention of Title

The goods remain our property until full payment of the purchase price, including any shipping costs, postage, and taxes. The customer bears the entire risk for the goods, in particular the risk of destruction, loss, or deterioration.

In the event of a default in payment, the customer is required to return the goods subject to retention of title after a reminder has gone unheeded.

The customer is entitled to resell the delivered goods in the ordinary course of business or pursuant to a separate agreement.

Until the purchase price has been paid in full, the customer shall assign to us, on a provisional basis, all claims and security interests to which he is entitled as a result of the resale. He is required to record the assignment in his books. In the event of default in payment, we shall be entitled to notify the resellers of the goods—as identified to us by the customer—of the assignment and to demand payment to us.

The assertion of retention of title does not constitute a cancellation of the contract, unless this is expressly stated. In the event that goods for which full payment has not yet been made are seized by third parties or, possibly, by the authorities, the customer is obligated to notify us immediately so that we can assert our ownership rights against the third party. Acknowledgment of the balance does not affect the retention of title, nor does the surrender of bills of exchange or checks until they have been honored or actually cashed. If we exercise our retention of title and take back the goods, the credit memo for the goods taken back on the basis of the retention of title shall be issued with appropriate deductions, taking into account the duration of storage, storage costs, damage, mandatory statutory provisions of the Medical Devices Act, as well as other circumstances.

For health and safety reasons, goods that have been removed from their sealed packaging cannot be returned.

If we take back goods delivered subject to the above retention of title, the customer shall be liable for any shortfall in proceeds resulting from the resale. The customer shall also reimburse the costs incurred for return shipping or shipping to third parties.

8. Complaints, Warranty, Compensation

We guarantee that the delivered goods meet the respective product specifications. We do not provide any other guarantee for the goods. In particular, we do not guarantee that the delivered goods bear the necessary product labeling in countries other than Austria. If the customer has informed us of the product labeling required for the country of destination, we only guarantee compliance with the specifications provided, but not their accuracy. We are also not subject to any duty to inspect the information provided by the customer. Furthermore, we do not guarantee that the goods delivered by us will be exported to the country of destination, that they may be placed on the market in the country of destination (with the exception of Austria), or that the necessary certifications and official approvals of the country of destination are available. It is the customer’s responsibility to verify and comply with the regulatory requirements for placing the goods on the market in the country of destination and to obtain the necessary permits. The customer must verify any import restrictions for the country of destination. If a shipment of goods cannot be delivered to the desired delivery address due to an import restriction, this does not release the customer from the obligation to pay. Any costs associated with temporary storage and return shipping shall be borne by the customer. If the customer does not bear these costs, the seller is free to order the destruction of the goods at the customer’s expense; however, this does not release the customer from the obligation to pay for the goods ordered.

Unless otherwise agreed, no license is granted, either expressly or impliedly, under the intellectual property laws of the United States or any other country outside the European Economic Area (EEA) with respect to the goods.

If a product is used after the expiration date indicated on the packaging or in the instructions for use, the seller shall not be liable if the product no longer functions as intended, has the intended effect, or is usable.

Any liability beyond the warranty (including liability under tort law) is excluded, except in cases of gross negligence, willful misconduct, or personal injury.

If defects are found in our goods, the notice of defects must be submitted in writing without delay (upon receipt of the goods, which is deemed to have been confirmed by signing the delivery documents (delivery note or waybill)). If complaints regarding incorrect deliveries, incorrect quantities, or other defects are not made within 5 business days of receipt of the goods at the latest, the delivery or service shall be deemed to have been performed in accordance with the contract. The notice of defects must be received by the seller within the notice period to be considered timely. The unobjected acceptance of goods by freight forwarders or carriers is deemed proof of proper packaging and excludes claims against us for damage incurred during transport.

The warranty period is a maximum of three months from the date of delivery. The contracting party must prove the existence of defects. Section 924 of the ABGB is expressly excluded.

In the event of justified defects, the warranty is limited to repair, replacement, or the provision of missing items, at the seller’s discretion and in accordance with the legally binding provisions of the Medical Devices Act. Multiple repairs or deliveries are permitted. Claims for cancellation of the sale and price reductions are excluded, unless we expressly agree to them. The customer shall have no warranty claims if the customer or a third party not authorized by us has made changes or repairs to the goods.

The warranty does not cover defects resulting from improper storage, installation, failure to comply with the terms of use, overloading of parts beyond the performance specifications provided by us, negligent or improper handling, use of unsuitable operating materials, or cosmetic defects (these are defects that do not affect the intended use of the goods, such as damage to the packaging alone, color variations, etc.).

Furthermore, the warranty does not cover the replacement of parts that are subject to normal wear and tear.

Returns require our prior written consent. The right of recourse under § 933b ABGB is excluded, and the customer shall indemnify and hold us harmless in this regard.

In order to have services performed under the warranty, the customer must deliver the goods to us and pick them up from us at their own expense and risk.

The customer waives the right to contest or request an adjustment based on a reduction by half, due to an error, or due to the loss of the basis for the transaction.

We shall not be liable for any damage to the goods caused by unsuitable or improper use, normal wear and tear, or incorrect or negligent handling or storage.

Unless this violates mandatory law and unless otherwise provided in these ALB, we shall be liable only for damages that we have caused through gross negligence or willful misconduct. This limitation of liability does not apply to compensation for personal injury. We are not liable for indirect damages, lost profits, loss of interest, lost savings, consequential and pecuniary losses, or damages arising from third-party claims. In the event of gross negligence, liability is limited to the value of the goods delivered, but shall not exceed the amount covered by our insurance.

If goods with external damage are received, the complaint must be addressed directly to the carrier (freight forwarder) and to us as part of the notice of defects.

If the goods are resold, the customer must inform his business partners that they are medical devices. The customer is reminded that medical devices whose shelf life has expired may no longer be placed on the market.

The customer bears the burden of proof that, in the event of a claim for damages, we were at fault.

9. Product Liability

Claims under the Product Liability Act are excluded to the extent permitted by law. The customer is required to read the product descriptions carefully and follow them. We assume no liability for improper storage, use, or application by the customer, particularly if such actions are contrary to the instructions in the product description. In any case, all information on the product packaging and in the product inserts must be followed.

Failure to comply, or insufficient compliance, with specified and generally known conditions for assembly, commissioning, use, or maintenance (e.g., operating instructions, user manuals), as well as failure to comply with warnings or official requirements, constitutes more than mere contributory negligence on our part in the event of incidents and results in the loss of any claims against us.

In principle, the party claiming damages (the customer) has a comprehensive duty to cooperate in clarifying the relevant facts.

10. The Customer's Duty to Provide Information

If the customer is in a crisis or in need of reorganization, it shall notify the seller of this before the contract is concluded. For the purposes of these ALB, the customer is in crisis if (a) it is insolvent (Section 66 IO) or (b) it is over-indebted (Section 67 IO) or (c) the customer’s equity ratio (Section 23 URG) is less than 8% and the notional debt repayment period (Section 24 URG) is more than 15 years.

Furthermore, the customer is obligated to notify the seller in writing (email or fax is sufficient) without delay if circumstances arise that could give rise to justified concerns regarding the customer’s creditworthiness or the customer’s ability to properly fulfill its obligations to the seller when due. In this regard, the Customer shall, in particular, inform the Seller of (each foreseeable or already occurred) (a) a deterioration in its creditworthiness or probability of default according to the rating of the Kreditschutzverband (KSV) 1870 or comparable credit protection associations, (b) calculated over-indebtedness, (c) insolvency, (d) payment delays, (e) applications (by the customer or third parties) to initiate insolvency and/or reorganization proceedings against the customer’s assets, and (f) any refusals to open insolvency proceedings against the customer’s assets due to lack of assets. If the customer breaches his duty to provide information, he shall be liable to the seller for all resulting disadvantages and damages.

11. Deterioration of the customer's financial situation; withdrawal by the seller

For the purposes of these ALB, a deterioration in the customer’s creditworthiness, debt situation, credit standing, and/or solvency is always deemed significant if it gives rise to objectively justified doubts as to whether the customer will be able to service and fulfill his debts and liabilities to the seller in full when they become due. A significant deterioration shall be presumed, subject to rebuttal, if (i) the customer is more than 14 days in arrears with due payments and/or (ii) one of the cases listed in point 10, paragraph 2, subparagraphs (a) through (f) occurs.

In the event of a significant deterioration in the customer’s creditworthiness, debt situation, credit standing, and/or solvency compared to the situation at the time the respective contract was concluded, as well as in the event of justified suspicions suggesting the occurrence of such a significant deterioration, the seller is entitled to (a) accelerate the claims against the customer outstanding under the respective contractual relationship with immediate effect, notwithstanding any agreed, contrary payment terms, and to withhold outstanding deliveries until full settlement of all affected outstanding claims and/or (b) to demand adequate security for the outstanding claims from the customer (e.g., by granting a right of lien or similar, at the seller’s discretion) and/or (c) to declare immediate termination of the contract with the customer and to demand compensation for all disadvantages and damages incurred by the seller as a result.

In the event of a dispute, and at the seller’s request, the customer must prove that there has been no significant deterioration in its creditworthiness, debt situation, credit standing, and/or solvency, and that there are no reasonable grounds to suspect that such a significant deterioration has occurred.

The seller also has the right to terminate the respective contract immediately if the customer’s equity ratio (Section 23 URG) falls below 8 percent and the notional debt repayment period (Section 24 URG) exceeds 15 years. The customer must also immediately notify the seller in writing of any such deterioration in his financial situation; otherwise, he will be held liable.

12. User instructions in accordance with the Medical Devices Act (MPG)

With regard to compliance with the Medical Devices Act, Federal Law Gazette No. 657/1996, as amended, we would like to point out the following: Compliance with all legal requirements for the use and marketing of medical devices for retail sale is the sole responsibility of the customer, and we accept no liability whatsoever in this regard:

According to § 83 of the Medical Devices Act, medical devices may only be used by persons who have been instructed in the proper use of the medical device or a medical device of this type, taking into account the instructions for use and the accompanying safety-related information, and who have also been made aware of specific hazards associated with the use of the medical device. In particular, the natural or legal person responsible for the operation of a healthcare facility is required, with respect to medical devices in accordance with Section 4(1) of the Medical Devices Operator Ordinance (MPBV), to ensure that persons who will be handling the respective medical devices receive training from medical device consultants (Section 79 MPG). Training is not required for those persons who, based on their education, other knowledge, or practical experience, can be assumed to be sufficiently familiar with the information specified in § 4(3) MPBV. The training must be documented. The provision and transmission of detailed manufacturer and test reports (e.g., § 3(3) MPBV) are generally subject to a fee and must be paid by the customer.

13. Place of jurisdiction, governing law

For all disputes arising out of or in connection with a contract to which these General Terms and Conditions of Sale (ALB) apply, the court with jurisdiction over commercial matters for Vienna’s Innere Stadt district shall have exclusive jurisdiction. The place of performance for deliveries and payment shall be the seller’s registered office. All contracts shall be governed by Austrian law. The UN Convention on Contracts for the International Sale of Goods and the conflict-of-laws rules of private international law (in particular the IPRG and the Rome I Regulation) are expressly excluded. For customers based in the United States of America, the following arbitration agreement applies exclusively:

All disputes or claims arising out of or in connection with this contract, including disputes regarding its validity, breach, termination, or nullity, shall be finally settled under the Arbitration Rules (Vienna Rules) of the International Arbitral Institution of the Austrian Federal Economic Chamber (VIAC) by an arbitrator appointed in accordance with these rules. The language to be used in the arbitral proceedings shall be English. The place of arbitration shall be Vienna. The substantive law applicable to the arbitration agreement shall be the law of the Republic of Austria.

14. Miscellaneous

If any of the above provisions or provisions agreed upon in these ALB are or become legally ineffective, invalid, and/or void, this shall not affect the legal validity of the remaining provisions. In such a case, the legally ineffective, invalid, and/or void provision shall be replaced by a legally effective and valid provision that comes as close as possible to the economic effect of the replaced provision, to the extent that this is possible and legally permissible.

These ALB are drafted in German and English; however, only the German version is legally binding; the English version is provided for informational purposes only.

15. Data Protection

In accordance with data protection law, we would like to inform the customer that the following data is stored in our electronic system: name, address (including email address), telephone number, and information regarding the payment process. This data is used to fulfill the contract (Art. 6 (1) (b) GDPR) and is stored by us for the duration of the statutory warranty and product liability periods (10 years), but is not disclosed to third parties.

In principle, the customer has the right to access, rectification, erasure, restriction of processing, data portability, withdrawal of consent, and objection. A written request regarding these matters must be sent to our business address, attn. [] (the data controller as defined by the GDPR).