in writing within one week after receipt of the delivery and accompanied by receipts (delivery note, invoice). Hidden defects shall only be covered by warranty claims if they are notified to OSSENBERG in writing within one week of discovery. 2. The limitation period for claims for material defects is one year from delivery of the goods. 3. In cases of defective delivery, OSSENBERG shall be entitled, at its own discretion, to repair the defective item or to replace it with a defect-free subsequent delivery. The business partner is obliged to make the defective item available to OSSENBERG for examination and rectification. If the repair/ replacement delivery fails, the buyer is entitled to demand cancellation of the contract or a corres- ponding reduction of the purchase price. These regulations do not affect OSSENBERG‘s warranty to the first user of the rehabilitation equipment. 4. Buyer’s claims for damages are excluded, as far as they are not based on a grossly negligent or in- tentional breach of duty of the seller. The above limitations of liability do not apply to claims arising from the Product Liability Act or claims for damages in the event of bodily injury. 5. It must be noted that more stringent legal provisions apply to our products, in particular custom-made products. We cannot accept any liability for damage caused by changes to our products. Design changes to OSSENBERG articles by the buyer or a third party commissioned by him are only permissible if they comply with the safety requirements and the OSSENBERG management has given its prior written consent. For this purpose, OSSENBERG must be provided with a modified model and design drawing on request. If constructive changes are made without the written consent of OSSENBERG‘s management and if third parties incur damage due to the changes, the buyer is obliged to release OSSENBERG internally from all claims of the third party. 6. Only if original OSSENBERG parts are used we can assume warranty for the safe and faultless functioning of our products, provided that they are properly installed or modified. OSSENBERG can also only accept claims arising from the Product Liability Act if original parts have been used. As a specialist dealer and user, please therefore pay attention to the exclusive use of OSSENBERG parts, not only for warranty and liability reasons, but also to ensure the proper functioning of the products. 7. Defects due to wear and tear or improper handling are not covered by the warranty. The warranty obligation expires if repairs or modifications or replacement of individual parts that are not original OSSENBERG spare parts, are carried out by parties other than the seller or supplying company. The warranty only applies to the first user of the article manufactured by OSSENBERG. It expires if the article has been repaired or modified by anyone other than OSSENBERG itself or by a dealer authorized by OSSENBERG. 8. OSSENBERG assumes liability in accordance with the Product Liability Act only for the first placing on the market of our products. We only agree to reuse if the product has been tested by us beforehand. § 8 Liability disclaimer for the countries USA and Canada For insurance reasons, OSSENBERG is only liable for damages in the USA and Canada if the goods were delivered to these countries with the express consent of OSSENBERG GmbH. § 9 Return of goods 1. Returns are only accepted after prior agreement and free delivery. Freight collect returns will not be accepted by us. 2. In the event of an agreed return, the reason for the return must be stated on the completed return note; the corresponding copy of the invoice must accompany the return delivery. 3. 80% of the net invoice amount can only be credited for returns for credit which are accepted in individual cases as a gesture of goodwill. Articles whose delivery is older than 4 weeks, as well as custom-made products, are excluded from the return. 4. The return of items that have been modified or damaged by the buyer is excluded. § 10 Place of Performance and Jurisdiction 1. Place of performance for all obligations arising from the contractual relationship is Rheine. 2. For all disputes arising from the contractual relationship, if the buyer is a registered trader, a legal entity under public law or a special fund under public law, the action shall be brought before the court having jurisdiction for OSSENBERG’s registered office. We are also entitled to sue at the headquarters of the buyer. 3. German law shall apply to the entire legal contractual relationship, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). § 11 Use of personal data OSSENBERG is entitled to store personal data of the business partner within the framework of the statutory provisions, in particular the Federal Data Protection Act, and to process such data within the company. § 12 Severability Clause If for any reason individual provisions of the above General Terms and Conditions are invalid or non-binding, this shall not affect the validity and binding nature of the remaining provisions. Ossenberg GmbH Produktion und Vertrieb orthopädischer Hilfsmittel Kanalstr. 79 48432 Rheine DEUTSCHLAND Tel.: 0049 (0) 59 71 - 9 80 46 0 Fax: 0049 (0) 59 71 - 9 80 46 16 E-Mail: info@ossenberg.com Internet: www.ossenberg.com Tax No.: 311/5811/0581 VAT ID No.: DE813848720 Steinfurt Local Court HRB 6073 Managing Director: Carsten Diekmann - Frank Wieditz General Terms and Conditions of Ossenberg GmbH (Status: 02.10.2017) Subject to technical changes and printing errors. TERMS AND CONDITIONS For use between 1. Merchants, if the contract belongs to the operation of the trade; 2. Legal entities, if the contract is part of the commercial operation. §1 General 1 Our terms and conditions of business, delivery and payment shall apply exclusively. All subsidiary agreements to these conditions, even if they are accepted by representatives or employees, require our express written confirmation to be valid. The buyer‘s general terms and conditions shall only apply insofar as we have expressly agreed to them in writing. The invalidity of individual terms and conditions shall not affect the validity of the remaining terms and conditions. § 2 Offer and conclusion of contract 1. Offers not limited in time are always subject to confirmation without notice. They do not constitute a binding offer, they are a request to the buyer to submit an offer for contract. Samples and specimens are approximate samples of quality, dimensions and colour. 2. Orders are only binding for us as we confirm them or comply with them by sending the goods. Verbal subsidiary agreements shall only apply if we confirm them in writing. 3. With receipt of order confirmation, the buyer is obliged to accept the goods listed in the order confirmation. 4. Orders must be placed in writing (also by fax or e-mail). In the case of verbal orders, errors in transmission and any misunderstandings shall be borne by the buyer. If a written order confirmation is available, the volume and content of the order shall result from this. 5 OSSENBERG reserves ownership and copyright to the documents handed over to business partners. They may not be made accessible to third parties without the prior written consent of OSSENBERG. § 3 Prices 1.The price lists valid at the time the contract is concluded shall apply. OSSENBERG is bound by price agreements three months after conclusion of the contract if delivery is to take place within this period. All prices are exclusive of the currently valid Value Added Tax without ancillary services. 2. Unless otherwise agreed in writing, shipping and packaging costs within Germany shall be borne by the buyer. Export prices are always ex works. 3. OSSENBERG reserves the right to demand a surcharge in addition to the agreed prices if and to the extent that wages, freights and taxes increase as well as price increases at subcontractors have occurred after the conclusion of the contract. § 4 Delivery and delivery periods 1. In the case of dispatch, the risk, including the risk of seizure, shall pass to the buyer upon hando- ver to the forwarding agent or carrier, at the latest, however, upon leaving the factory premises. This shall also apply if partial deliveries are made or OSSENBERG has assumed other services such as shipping costs or delivery. If dispatch is delayed due to circumstances for which the buyer is res- ponsible, the risk shall pass to the buyer on the day of readiness for dispatch. However, OSSENBERG shall be obliged, at the request and expense of the buyer, to effect the insurance required by the buyer. The supplier selects the route and type of dispatch; delivery is made to the address of the buyer. Deviating unloading points must be agreed. 2. The goods are delivered in the specified designs and packaging units. Partial deliveries are reser- ved by OSSENBERG. 3. In the absence of special instructions from the buyer, OSSENBERG shall select the transport route and means to the best of its knowledge without liability for the cheapest or fastest shipment. If the buyer wishes an accelerated dispatch, e.g. by express or courier, the additional costs are at his expense. 4. If the buyer detects damage to the packaging, he undertakes to immediately call upon the forwar- ding agent to ascertain the damage. In this case, the original delivery note, statement of facts and the declaration of assignment of the consignee must be forwarded to us without delay. Transport damages, which are determined only after unpacking the goods, must be reported and received by us in writing within three days after receipt of the goods. 5. Events of force majeure entitle OSSENBERG to postpone the deliveries for the duration of the hindrance and an appropriate start-up period and/or to withdraw from contracts in whole or in part. 6. Unforeseen circumstances like strikes and lockout, which make timely delivery impossible for us despite reasonable efforts, are equivalent to force majeure. This also applies if the aforementioned impediments occur during a delay at a subcontractor. The buyer can request us to declare within two weeks whether we want to withdraw or deliver within a reasonable period. If we do not explain ourselves, the buyer can withdraw from the not fulfilled part of the contract. 7. As long as the buyer is in arrears with a binding obligation, our delivery obligation shall be suspended. § 5 Terms of payment 1. Unless otherwise agreed in writing, payments must be made net cash within 30 days from the date of the invoice without any deductions to one of the bank accounts specified by OSSENBERG. 2. 3% discount is granted for participation in the SEPA Direct Debit Scheme. Deviant terms of pay- ment and delivery can be regulated by individual condition agreements. 3 OSSENBERG shall only accept cheques and bills of exchange by previous explicit agreement. Accep- tance shall be on account of payment. The costs associated with the encashment of the cheques and bills of exchange shall be reimbursed by the buyer. Credit notes for cheques and bills of exchange are subject to redemption. Value dates shall be the day on which OSSENBERG finally has the equivalent value at its disposal. 4. If the payment deadline is exceeded, OSSENBERG is entitled to charge interest on arrears at a rate of at least 4% p. a. as of the occurrence of default. Both the buyer and OSSENBERG reserve the right to prove lower or higher damages in individual cases. 5. In the event of delay in payment and justified doubts as to the solvency or creditworthiness of the business partner, OSSENBERG shall be entitled to demand securities or advance payments for outstanding deliveries, to make all claims arising from the business relationship due immediately and to take back goods delivered under retention of title. 6. The retention of payments or offsetting with counterclaims of the buyer is excluded, unless these have been acknowledged by OSSENBERG or have been legally established. § 6 Retention of title 1. The sold goods remain OSSENBERG’s property until full payment of claims from the business relationship with the buyer. The buyer may dispose of the purchased goods in the ordinary course of business. The buyer hereby assigns to OSSENBERG as security all claims against third parties arising from the resale. He is authorized to collect these on our account until revocation or suspension of his payments to us. 2. The buyer is entitled to resell the goods belonging to OSSENERG in the ordinary course of business. In the event of resale, the buyer assigns all resulting payment claims to us in advance. Upon request, the buyer is obliged to provide the addresses of his buyers and the amount of the receivables with copies of the invoices. If our property is mixed or processed with other goods, the assignment shall be made in the amount of the proportion of the value of the goods delivered by us to the other processed objects. If the value of the securities exceeds the value of the claims to be secured by more than 20%, OSSENBERG shall be obliged on request to release securities of its own choice in the amount of the excess value. 3. In the event of access by third parties, in particular bailiffs, to the goods belonging to us, the buyer shall point out our ownership and inform us immediately by registered letter or by fax § 7 Warranty and liability 1. The buyer is obliged to examine received goods immediately for the presence of obvious and hid- den defects. Warranty claims for obvious defects shall only exist if they are notified to OSSENBERG 200