Impressum

General Terms and Conditions

I. Offers and Conclusion of Contract

1. All offers, contracts and deliveries are governed exclusively by the General Terms and Conditions of Delivery and Payment of VISIOVET Medizintechnik. These shall be deemed accepted upon placement of an order, even if the contractual partner rejects the recognition of other terms and conditions in its own terms and conditions. A failure to object or respond to the contractual partner's terms and conditions shall under no circumstances be deemed recognition or acceptance thereof. The recognition of one, several or all clauses of the contractual partner's terms and conditions requires an individual written agreement. Confirmations of order acceptance on a copy of the contractual partner's order do not affect the exclusive applicability of the General Terms and Conditions of Delivery and Payment of VISIOVET Medizintechnik.

2. Offers from VISIOVET Medizintechnik remain valid for 14 days from the date of the offer unless a different period is specified.

3. Orders become legally binding only upon written order confirmation by VISIOVET Medizintechnik, the contents of which, in conjunction with the General Terms and Conditions of Delivery and Payment of VISIOVET Medizintechnik, shall govern the contractual relationship. If no written order confirmation is issued, for example in the case of small deliveries, replacement parts or accessories, the written order of the contractual partner, following acceptance of the order by dispatch or notification of readiness for dispatch, shall determine the scope of delivery. Telephone or verbal agreements, ancillary agreements, amendments and supplements become legally binding only upon written confirmation by VISIOVET Medizintechnik.

4. Changes to or cancellations of confirmed orders require the written consent of VISIOVET Medizintechnik, whereby VISIOVET Medizintechnik reserves the right to reject acceptance of the amended order, withdraw from the offer or submit a new offer adapted to the changed circumstances. Services already rendered will be invoiced by VISIOVET Medizintechnik.

5. VISIOVET Medizintechnik reserves the right to make partial deliveries and issue partial invoices within the customary practices of the industry

II. Prices and Payment

1. Unless otherwise specifically agreed, prices are quoted ex Pörtschach plus packaging and the applicable value-added tax. No special benefits of any kind are granted.

2. The costs of transport insurance, loading and transfer shall be borne by the contractual partner.

3. Prices may increase if production conditions change by the date of delivery, for example due to increases in wages, raw material prices, transport costs or other costs. The extent of the price increase shall be determined according to the proportionate change in production conditions.
The prices apply to the quantities, materials and technical specifications stated in the offers of VISIOVET Medizintechnik. Should these change after placement of the order due to circumstances for which VISIOVET Medizintechnik is not responsible, VISIOVET Medizintechnik reserves the right to make corresponding changes to the services and prices. VISIOVET Medizintechnik will issue an invoice for the services to be rendered together with the order confirmation. The invoice amounts shall be due as follows:

20 % upon placement of the order for equipment and software

60 % upon delivery of the equipment and software

20 % upon expiry of a maximum of thirty days.

Bills of exchange and checks are accepted in all cases only on account of payment and not in lieu of payment. VISIOVET Medizintechnik is not obliged to accept bills of exchange. If bills of exchange are nevertheless accepted, the customary bank discount and collection charges upon maturity shall be borne by the contractual partner and must be paid immediately in cash. Credits for bills of exchange or checks are subject to their being honored. In the event of late payment, default interest at a rate of 3 % above the applicable National Bank discount rate shall become due. If payment deadlines are exceeded by more than two weeks, all claims arising from earlier or later deliveries shall become immediately due, even if different payment terms were agreed for them. The right to claim further damages caused by default remains unaffected.

5. The contractual partner may set off claims against those of VISIOVET Medizintechnik or assert a right of retention only if the contractual partner's counterclaim is undisputed or has been established by a final and binding judgment.

III. Deliveries and Delivery Periods

1. Delivery times stated by VISIOVET Medizintechnik are approximate and are provided at its best discretion, taking into account the delivery situation and production capabilities prevailing on the date on which they are stated. They shall commence only on the date on which complete written agreement regarding all details of the order has been reached. If, prior to delivery, the contractual partner requests a different version of the purchased item in any respect, the delivery period shall be suspended until the date on which agreement regarding the version is reached and, if applicable, extended by the time required for the different version. Compliance with the delivery period requires the timely receipt of all documents to be supplied by the contractual partner, necessary permits, approvals or similar items, as well as compliance with the agreed payment terms and other obligations.

2. The delivery period shall be deemed complied with if the purchased item has left the place of delivery by the end of the delivery period. If dispatch is delayed for reasons for which the contractual partner is responsible, notification of readiness for dispatch within the agreed period shall be sufficient to constitute compliance with the delivery period.

3. If unforeseen delays in delivery arise due to technical or other circumstances for which VISIOVET Medizintechnik is not responsible, such as strikes, fire, shortages of raw materials or other cases of operational disruption or force majeure that make performance of the order impossible or substantially more difficult, VISIOVET Medizintechnik shall be entitled to extend the delivery period by the duration of the disruption. If, for these reasons, a delivery date or delivery period is exceeded by more than six weeks, both parties shall be entitled to withdraw from the contract without the contractual partner being entitled to demand subsequent delivery or compensation for damages. VISIOVET Medizintechnik shall immediately notify the contractual partner of the occurrence of such circumstances, stating the relevant facts.

4. VISIOVET Medizintechnik is obliged to comply with an agreed delivery period. If the agreed delivery date is exceeded by more than four weeks, the contractual partner shall have the right to grant VISIOVET Medizintechnik a reasonable additional period for performance. If the purchased item is still not delivered by VISIOVET Medizintechnik by the end of this additional period, the contractual partner may withdraw from the contract by written declaration. The aforementioned periods shall be waived only by express written agreement. If VISIOVET Medizintechnik intentionally or through gross negligence fails to comply with binding delivery dates, VISIOVET Medizintechnik shall be obliged to compensate the contractual partner for the damage resulting from such failure. In all other respects, claims for damages due to non-performance or delay are excluded.

IV. Transfer of Risk

1. Risk shall pass to the contractual partner as soon as VISIOVET Medizintechnik has handed over the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. This provision also applies to any shipments made as part of replacement deliveries or after rectification work carried out by VISIOVET Medizintechnik.

2. In the event of any returns by the contractual partner to VISIOVET Medizintechnik, the contractual partner shall bear the risk until the goods are handed over at the business premises of VISIOVET Medizintechnik. Any returns by the contractual partner must in all cases be made freight prepaid.

V. Retention of Title

1. All contractual items shall remain the property of VISIOVET Medizintechnik until all liabilities of the contractual partner arising from the contractual relationship have been settled in full. The retention of title shall also remain in effect for all claims arising in connection with the contractual item, namely claims arising from repairs, deliveries of spare parts and accessories, and other services.

2. For the duration of the retention of title, the contractual partner shall be obliged to keep the contractual item in proper condition and to have all maintenance work specified by VISIOVET Medizintechnik and all necessary repairs carried out immediately, except in emergencies, by VISIOVET Medizintechnik or by a workshop recognized by VISIOVET Medizintechnik for servicing the contractual item.

3. In the event of access by third parties, in particular seizure of the contractual item or the exercise of a workshop's commercial lien, the contractual partner shall immediately notify VISIOVET Medizintechnik in writing and shall immediately inform the third party of VISIOVET Medizintechnik's retention of title. The contractual partner shall bear all costs necessary to terminate the third-party access and recover the contractual item insofar as such costs cannot be recovered from the third party.

4. The contractual partner is entitled to resell the contractual item or the new item resulting from mixing/combining it with other items in the ordinary course of its business, although VISIOVET Medizintechnik reserves the right to revoke this entitlement at any time. The contractual partner hereby assigns to VISIOVET Medizintechnik, by way of security, all claims together with ancillary rights arising from such resale up to the value of the claims owed to VISIOVET Medizintechnik. The contractual partner is revocably authorized and obliged to collect the assigned claims. VISIOVET Medizintechnik is entitled to notify the contractual partner's customer of the assignment at any time. Securities to which VISIOVET Medizintechnik is entitled shall, at the contractual partner's request, be released to the extent that their value exceeds all claims to be secured by more than 25 %.

5. If the contractual partner defaults on payment or fails to comply with its obligations arising from the retention of title, VISIOVET Medizintechnik may demand the return of the contractual item from the contractual partner and, after giving written notice with a reasonable period, realize the contractual item to the best possible advantage by private sale, with the proceeds of realization being credited against the purchase price. If VISIOVET Medizintechnik demands the return of the contractual item, the contractual partner shall be obliged to return the contractual item to VISIOVET Medizintechnik immediately, excluding any rights of retention unless such rights are based on the purchase contract. At the contractual partner's request, which may only be made immediately after the contractual item has been repossessed, either a publicly appointed or sworn expert, at the contractual partner's choice, shall determine the estimated value. VISIOVET Medizintechnik shall be obliged to account for the contractual item at this estimated value. All costs of repossession and realization of the contractual item shall be borne by the contractual partner. Without proof, the costs of realization shall amount to 10 % of the proceeds of realization including value-added tax. They shall be set higher or lower if VISIOVET Medizintechnik proves higher costs or the contractual partner proves lower costs. The proceeds shall be credited to the contractual partner after deduction of the costs and other claims of VISIOVET Medizintechnik relating to the contract.

VI. Warranty

1. In the event of justified notices of defects submitted in due time, VISIOVET Medizintechnik shall, at its discretion, be obliged either to remedy the defect or to provide a defect-free replacement. In all cases, this is subject to the condition that the purchased goods have been operated in accordance with the relevant product specifications of VISIOVET Medizintechnik and maintained in accordance with the guidelines of VISIOVET Medizintechnik. With regard to software, VISIOVET Medizintechnik does not warrant that it will operate without interruption or errors, or that the functions contained in the software will operate in all combinations selected by the contractual partner and meet the contractual partner's requirements. In the event of software errors that impair contractual use to a more than insignificant extent, VISIOVET Medizintechnik shall remedy the error, insofar as VISIOVET Medizintechnik is capable of doing so, depending on its significance, by installing a different software version or by providing instructions for eliminating or avoiding the effects of the error.

2. The contractual partner shall grant VISIOVET Medizintechnik the time and opportunity reasonably required, at its reasonable discretion, to remedy any defects. Such discretion shall be exercised by VISIOVET Medizintechnik. Otherwise, VISIOVET Medizintechnik shall be released from all warranty obligations. The same shall apply if the contractual partner or a third party carries out interventions of any kind, in particular modifications or repairs, to the goods supplied by VISIOVET Medizintechnik or otherwise handles the goods improperly.

3. If a defect for which VISIOVET Medizintechnik is responsible is not remedied by repair and/or replacement delivery, the contractual partner may demand a reduction in the purchase price and, if no agreement regarding the reduction can be reached, may withdraw from the contract. Any further claims are excluded.

VII. General Exclusion of Liability

1. Unless otherwise provided in the above terms and conditions, any liability of VISIOVET Medizintechnik, in particular liability arising from fault in connection with the conclusion of the contract, non-performance or defective performance, including liability for consequential or indirect damages, is excluded, except in cases of intent or gross negligence on the part of the legal representatives or employees of VISIOVET Medizintechnik.

VIII. Place of Performance and Jurisdiction

1. The place of performance is the registered office of VISIOVET Medizintechnik.

2. The exclusive place of jurisdiction for all present and future claims arising from the business relationship with merchants, including claims arising from bills of exchange and checks, shall be Klagenfurt.

3. The contractual relationship shall be governed by Austrian law to the exclusion of the uniform laws on the sale of goods.

4. Should one or more provisions of the contract, including these General Terms and Conditions of Delivery and Payment, be invalid, this shall not affect the validity of the remaining provisions. In such a case, the parties shall replace invalid provisions with valid provisions that come as close as possible to the economic purpose of the invalid provisions. The same principle shall apply mutatis mutandis in the event of any contractual gap.

Pörtschach, 2020