General terms and conditions

Moeck & Moeck GmbH, Waidmannstraße 12d, 22769 Hamburg, Germany

General Terms and Conditions Version January 2022

1 General

1.1 Moeck & Moeck GmbH, hereinafter referred to as MOECK, contracts exclusively on the basis of these General Terms and Conditions as amended from time to time. Any deviating terms and conditions must be confirmed in writing by MOECK in order to be valid. They shall also apply to all subsequent orders, even if no further separate reference is made thereto

1.2 The offer of MOECK and these General Terms and Conditions shall reflect the legal relationship in full and conclusively; there shall be no collateral agreements. In particular, MOECK's employees shall not be entitled to agree with the customer on anything deviating from the General Terms and Conditions or from a written offer

1.3 The information offered here is intended exclusively for professionals in the field of veterinary medicine. By using this offer, you confirm that you belong to this group of interested parties

2 Offer and conclusion of contract

2.1 Offers made by MOECK are subject to confirmation unless otherwise expressly agreed

2.2 The conclusion of the contract between MOECK and the customer shall be effected by the transmission of the order confirmation by MOECK to the customer, at the latest, however, by delivery of the ordered goods

3. prices and terms of payment

3.1 The prices quoted are net prices and do not include statutory VAT. They are ex works, in transportable packaging and are quoted in Euro. Costs for delivery and other services, in particular training and installation costs, are not included and shall be paid separately unless otherwise agreed

3.2 Unless otherwise agreed, the invoice amount is due within 14 days without deduction

3.3 In case of partial deliveries, MOECK shall be entitled to issue partial invoices

3.4 In the case of continuing obligations, MOECK shall be entitled, but not obliged, to invoice on a monthly basis

3.5 Prices for continuing obligations shall be adjusted annually to the consumer price index by MOECK on January 1, unless otherwise agreed upon in the contract

3.6 In case of default of payment

3.6.1. 8.12 % interest on arrears p.a. shall be deemed to have been agreed upon

3.6.2. all discounts and/or bonuses granted to the customer shall be deemed revoked

3.6.3. the customer shall be obliged to reimburse MOECK for all costs incurred due to the delay in payment, in particular reminder costs, including those of a collection agency

3.6.4. MOECK shall be entitled to make any further delivery, even of existing orders, conditional upon full payment of the arrears and prepayment of the pending orders

3.6.5. MOECK shall be entitled to collect goods subject to retention of title and/or goods made available on loan, in which case the customer shall bear the costs incurred for this purpose

4. delivery, performance and transfer of risk

4.1 The contracting parties agree that the place of performance for delivery and payments shall be the registered office of MOECK, Waidmannstraße 12d, 22769 Hamburg, Germany

4.2 The transfer of risk shall be agreed upon when the goods are handed over to the external forwarding agent or carrier commissioned by MOECK or when the goods are handed over to the external shipping company, otherwise when the goods are handed over to the customer by MOECK

4.3 Delivery dates announced by MOECK shall be non-binding and shall be understood as the expected date of delivery to the Customer, unless expressly agreed otherwise

4.4 MOECK is entitled to make partial deliveries. Customer shall be obliged to accept the goods delivered by MOECK, otherwise Customer shall be in default of acceptance and MOECK shall be obliged to compensate for any resulting damage

4.5 In case of interruptions of operations (also at suppliers), such as natural disasters, strikes and the like, which are not culpably caused by MOECK or third parties attributable to MOECK, the delivery period shall be extended by the duration of the interruption, without Customer being entitled to any claims for damages as a result thereof

4.6 Customer shall be entitled to rescind the contract due to delay in delivery, provided that Customer threatens to rescind the contract after expiry of the time limit for performance by granting a reasonable grace period of at least 14 days in writing and provided that performance is not effected within the grace period due to gross negligence on the part of MOECK. If the delay concerns only a part of the delivery, the rescission shall only be possible with regard to the part which is in default

4.7 MOECK keeps goods in stock according to its long experience. However, no guarantee can be given for deliveries in the case of statistical extremes, in particular in the case of recurrent ongoing use. In such cases, the purchaser undertakes to keep an appropriate reserve according to his own experience

4.8 The provision of equipment on loan shall be for an indefinite period of time and may be terminated by either party to the contract by giving 7 days' notice. The customer assumes liability as custodian for the products made available to him. In case of doubt, the user fee will be invoiced semi-annually

5. product characteristics and handling

5.1 MOECK products are technically compatible with each other. It cannot be guaranteed that these products will work satisfactorily and in full efficiency with those of other manufacturers for which compatibility is not certified

5.2 MOECK products are subject to continuous development. Product details, illustrations, drawings, dimensions etc. in catalogs, advertising letters and brochures are therefore not binding. MOECK is entitled to make objectively justified changes in this respect even without the consent of the purchaser

5.3 The use of MOECK products in the health care sector is highly sensitive. Therefore, in order to prevent danger and damage to patients and users, the customer undertakes to use the products exclusively by trained and certified personnel, to comply exactly with the conditions of use specified for the products and to ensure that the products cannot fall into the hands of untrained persons who are not familiar with their handling. The customer acknowledges that the general descriptions of the operation of the products do not replace a medical diagnosis and indication. The modes of action of the products presented during training and in descriptions are empirical values from the most common areas of application and can therefore by their nature not refer to all individual patient requirements and situations. The mode of action, intensity of use and medical indication must therefore be determined separately by the medical staff in each individual case and the mode of action of the application must be continuously monitored according to the medical indication

5.4 The customer undertakes to report to MOECK in writing all incidents in connection with MOECK products, irrespective of whether the incident was causally caused by the MOECK product or not, giving a comprehensible description of the incident

5.5 The customer declares to have received all technical information for the use of the product and to ensure that these are brought to the attention of the personnel entrusted with the use of the product

6. warranty and liability

6.1 The warranty period is six months from delivery

6.2 Customer is obliged to inspect each delivery (including partial delivery) upon acceptance and to report any defects in writing and in detail to MOECK within 3 working days. The existence of a defect at the time of handover shall be proven by the customer; § 924 ABGB (Austrian Civil Code) shall not apply

6.3 If the customer has been provided with a sample of the goods in advance, the delivery shall be deemed to be free of defects in any case if the goods actually delivered at least meet the quality standard of the sample provided

6.4 In case of a timely and justified notice of defects, MOECK shall be entitled to determine the type of warranty itself

6.5 The customer waives his right to withhold payments in connection with any notice of defect that may have been given

6.6 MOECK shall only be liable for intent or gross negligence. In case of slight negligence, MOECK shall only be liable for personal injury. Liability shall expire six months after the customer has become aware of the damage and the damaging party

6.7 With regard to the fault of vicarious agents, MOECK shall only be liable for the fault of selection

6.8 MOECK shall not be liable for indirect damages, loss of profit, loss of interest, loss of savings, consequential and pecuniary damages, damages resulting from claims of third parties as well as for the loss of data and programs and their recovery

6.9 MOECK shall, upon Customer's request, assign to Customer all warranty claims and claims for damages against the vicarious agent or supplier for direct assertion in its own name and undertakes to disclose to Customer, upon Customer's request, all data of the vicarious agent or supplier in the event of assignment

7. retention of title

7.1 All goods shall remain the property of MOECK until payment has been made in full. Customer shall draw attention to this fact in case of seizure or other claims

7.2 Customer shall immediately inform MOECK about the opening of insolvency proceedings if goods subject to retention of title are on his premises

7.3 Customer assigns to MOECK all insurance claims or claims for damages resulting from destruction of or damage to the goods subject to retention of title and agrees to record such assignment in its books

8. data protection, data processing

8.1 Customer gives its revocable consent to the processing of its data, in particular company name, postal and electronic contact data including data of employees of Customer for the purpose of the performance of the contract; in particular, this consent also allows the disclosure of such data to third parties used by MOECK for the performance of the contract

8.2 Both contracting parties undertake, within the meaning of the DSGVO in the currently valid version, to treat all contract-specific data, in particular any personal data received from employees or patients in the course of the performance of the contract, as strictly confidential and to protect such data from access by unauthorized third parties and also to issue their employees with corresponding instructions on data protection

8.3 Both contracting parties give their revocable consent to communication by means of unencrypted e-mails and/or fax, in particular also to the sending of the invoice by this means. As the recipient of the invoice, the customer shall ensure that electronic invoices can be properly delivered and that technical equipment such as filter programs and firewalls are adapted accordingly. The customer shall immediately provide written notification of its communication data and any changes thereto. 8.4

8.4 The customer may revoke his consent under this point at any time in writing to our current contact details

9. final provisions

9.1 Invoices sent to the last communication addresses provided by the contracting party shall be deemed to have been received

9.2 If one or more provisions of these GTC are invalid, this shall not affect the validity of the remaining provisions. In place of the invalid provision, the valid provision that comes closest to the invalid provision in economic terms shall be deemed to have been agreed

9.3 A set-off against our claims with counterclaims of any kind whatsoever is excluded

9.4 The contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods

9.5 For disputes between MOECK and the customer arising from or in connection with this or the following contractual relationships, the competent court at the place of MOECK's registered office shall be deemed to be agreed upon