General Terms and Conditions of MEDS

1. General

The following terms and conditions apply to all deliveries and services from MEDS. Any departures from or additions to these terms and conditions shall become effective only when MEDS has duly agreed to them in writing.

2. Order Acceptance

All offers from MEDS are binding during their period of validity. All orders to MEDS become effective only when MEDS has confirmed them in writing. A written order confirmation constitutes a delivery contract to which the General Terms and Conditions of MEDS shall apply. A contract formed in this way shall not be subject to any conditions of purchase stated on order forms or other correspondence from the buyer.

3. Prices

Prices are as quoted on the order confirmation and are normally in euros. Offers and order confirmations in any other currency remain binding only if this currency’s exchange rate with the Euro has not varied by more than -/+5% from the date of order confirmation to the date of delivery. Should the change in the exchange rate exceed -/+5%, MEDS reserves the right to amend prices for the remaining deliveries in line with the new rate.

4. Conditions of Delivery

MEDS reserves the right to make partial deliveries. All prices shall be from Graz, duty unpaid, and inclusive of packaging. For all custom-developed products, MEDS reserves the right to under- or over-deliver by up to 5% of the total order volume; however, the invoice quantity shall be the quantity actually delivered.

5. Conditions of Payment

Except where otherwise agreed, invoices shall be paid net within 30 (thirty) days from the invoice date. If the buyer does not comply with these conditions of payment, or if, after signing a contract, MEDS becomes aware of circumstances that impair the buyer’s creditworthiness, all outstanding receivables may become due immediately, and, after granting a reasonable extension of the deadline for payment, MEDS shall have the right to withdraw from the contract. Late payments shall be subject to interest charges of 1.25% per month from the first day on which payment is overdue.

6. Delivery Times and Changes to Orders

Delivery times stated in order confirmations are not binding. A confirmed order cannot be cancelled by either party. Claims for any loss or damage resulting from late delivery, short delivery or non-delivery are hereby excluded. If MEDS and/or its suppliers are affected by unforeseeable circumstances that they are not responsible for or that are exceptional in nature, or if delivery is delayed by any other factors that MEDS could not have foreseen, MEDS shall have the right to extend the delivery deadline. The buyer shall in any case be obliged to purchase any services or products already completed or commenced as part of an order. Regardless of the foregoing, MEDS may impose additional charges or claim compensation for loss or damage due to failure to purchase the quantity ordered.

7. Retention of Ownership

The products shall remain the property of MEDS until all invoices have been paid in full. The incorporation of the products into other devices shall not confer ownership of these products on the buyer. Any processing of the products delivered by MEDS shall be carried out on behalf of MEDS. Should the buyer incorporate the products into other goods, MEDS shall acquire a share in the ownership of the newly created goods that shall be proportionate to the ratio of the value of its products to the value of the other products combined with them.

The buyer has, until otherwise notified, the right to resell the goods delivered, or any products derived from processing these goods, in the normal course of its business, provided that MEDS shall retain ownership of these goods. Until the purchase price has been paid in full, the buyer shall assign to MEDS all receivables due to the buyer from any resale, up to the value of the services and products delivered. The buyer has, until otherwise notified, the right and the obligation to collect any receivables assigned to MEDS.

If the buyer does not fulfil its contractual obligations, MEDS shall have the right to recover the goods of which it retains the ownership, especially if these goods are handled inappropriately or the buyer does not pay the purchase price by the due date. Surrender and recovery of the goods shall not be deemed to constitute withdrawal from the contract and shall not release the buyer from any of its obligations, in particular the obligation to pay the purchase price.

8. Intellectual Property Rights and Copyright

The buyer shall indemnify MEDS against any costs or losses due to any infringement of intellectual property rights or copyright resulting from the execution of any designs, specifications or instructions from the buyer. Under no circumstances shall the purchase of any MEDS product or service confer any intellectual property right on the buyer.

MEDS undertakes to indemnify the buyer if any claims for infringement of intellectual property rights or copyright applicable in Austria are enforced against it, provided that the buyer immediately notifies MEDS in writing of such enforcement action. MEDS reserves the right to respond to such enforcement action by any means of its choice, including settlement out of court.

Should the buyer be unable to use the product under reasonable conditions, the sole obligation of MEDS shall be, at its discretion, either to prevent the infringement of intellectual property rights by modifying or replacing the products, or to accept the return of products not yet incorporated into other devices and refund the purchase price. MEDS shall not be liable in respect of any claims for infringement of intellectual property rights resulting from cases where the product was not used in accordance with the contract.

9. Software

The buyer shall have a non-exclusive and non-transferable right to use software programs, their associated documentation and any later supplements to them with the products for which these software programs were delivered. All other rights are reserved by MEDS or the program author.

The buyer is responsible for ensuring that these programs, their documentation and any supplements to them are not accessible to third parties or third countries without the express consent of MEDS.

10. Acceptance of Goods

The buyer shall take possession of the products and services delivered, even if inconsequential defects in them are apparent.

The buyer shall perform acceptance testing within 30 (thirty) days of the date of delivery. If acceptance of the products and services is delayed by circumstances for which MEDS is not responsible, the date of acceptance shall be deemed to be the date on which MEDS informed the buyer that an order was ready for dispatch. Unless the buyer notifies MEDS in writing and within the acceptance period of any possible obstacle to acceptance, the products and services shall be deemed to have been accepted. Custom-developed products shall be accepted or refused on the basis of the mutually agreed specifications or test conditions; standard products shall be accepted or refused on the basis of the MEDS data sheets valid at the time the order was placed.

11. Guarantee

MEDS guarantees that, provided that they are used as specified in the contract, its products are free from defects in materials and workmanship. MEDS may fulfil this guarantee by offering improvements, replacements or credit notes at its discretion. The buyer shall grant MEDS a reasonable period for cure of any defects, if the buyer refuses to grant such a period, MEDS shall be released from this guarantee.

The term of the guarantee is 12 (twelve) months starting from acceptance of the products by the buyer (see item 10 above). The buyer must report any product defect to MEDS immediately, or at the latest within 30 days of delivery of the products, in writing, and with a sufficient reason for the complaint. Any defects that, despite careful inspection, are not identified within this period must be reported to MEDS in writing as soon as they are discovered, together with a sufficient reason for the complaint. This guarantee shall not apply to any defects that are not promptly reported to MEDS. Inappropriate handling or failure to follow MEDS’s recommended handling guidelines after handover shall invalidate this guarantee. Return of deliveries shall not be accepted without the prior consent of MEDS. Where products are returned under guarantee, MEDS shall pay the shipping costs. Even when products are returned under guarantee, the original guarantee period of 12 (twelve) months shall not be extended. The buyer shall reimburse MEDS for all costs arising from any complaint made without good reason. Any claims from the buyer falling outside the scope of the obligations under this guarantee are excluded.

12. Miscellaneous

The place of performance and venue for all claims arising from a delivery contract under item 2 above is Graz, even when deliveries are made by a subsidiary or branch of MEDS. Delivery contracts shall be governed exclusively by Austrian law.

The buyer may not assign its rights or obligations arising from such delivery contracts without the written consent of MEDS.

The products delivered are subject to Austrian and US control measures, and are exported under a special distribution licence held by the manufacturer. Re-export of these products requires permission from US authorities, unless otherwise expressly stated in the order confirmation. The buyer is responsible for compliance with the control measures, through to the end user where necessary, and expressly undertakes to indemnify MEDS in full.

Should any provision of these General Terms and Conditions be or become invalid, their remaining provisions shall be unaffected.