General Terms and Conditions of MedSkin Solutions Dr. Suwelack AG ('MDS')

Valid from November 2023

1. General information

1.1 The following General Terms and Conditions of Sale apply to all contracts relating to the sale of goods or services by MedSkin Solutions Dr. Suwelack AG (hereinafter "MedSkin") to the contractual partner (hereinafter "Customer"). They only apply to companies, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

1.2 These General Terms and Conditions of Sale shall apply exclusively. Deviating, conflicting or supplementary terms and conditions and/or other restrictions of the Customer shall not be accepted by MedSkin unless MedSkin has expressly acknowledged them in writing in individual cases instead of these General Terms and Conditions of Sale.

1.3 Amendments to these General Terms and Conditions of Sale must be made in writing to be effective.

1.4 These General Terms and Conditions of Sale in their current version shall apply to current business relations as well as to all future transactions between the Customer and MedSkin.

1. Orders and commissions

2.1 MedSkin's offers are subject to change and non-binding.

2.2 The order of the goods by the Customer shall be deemed a binding contractual offer. MedSkin is entitled to accept this contract offer within two (2) calendar weeks.

2.3 Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the customer.

3. Documentation provided

MedSkin reserves the property rights and copyrights to all documents and documentation provided to the Customer in connection with the placement of the order - also in electronic form - such as calculations, drawings, etc.. These documents may not be made accessible to third parties unless MedSkin gives its express prior written consent to the Customer. If MedSkin does not accept the Customer's offer within the period of two (2) calendar weeks, these documents must be returned to MedSkin immediately.

4. Prices

4.1 The currently valid price list of MedSkin shall apply. Unless otherwise agreed, invoicing shall be based on the prices valid on the day of delivery.

4.2 All prices are in euros and are subject to statutory VAT at the applicable rate, unless this is shown separately.

5. Terms of payment

5.1 MedSkin's invoices are due in full upon receipt of the invoice by the Customer. Unless otherwise stated in the order confirmation, payments are to be made within fourteen (14) days from the invoice date without deduction to the account stated on the invoice. Upon expiry of the payment period, the customer shall be in default of payment. The date of receipt of payment shall be decisive for compliance with the payment deadline. Interest on arrears shall be charged at a rate of 8% above the respective base interest rate per annum. We reserve the right to claim higher damages caused by default.

5.2 Offsetting or retention is only permitted in respect of claims that are undisputed or have been legally established. Furthermore, the Customer is only authorized to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship. MedSkin is entitled to assign the claims arising from this business relationship without the consent of the Customer.

5.3 In the event of suspension of payments, filing for insolvency or the opening of insolvency proceedings by the Customer, any discounts and bonuses that have already been bindingly agreed shall first be offset against the unsecured claims of MedSkin.

5.4. The deduction of a discount is only permitted if specifically agreed in writing.

5.5 If MedSkin becomes aware of a significant deterioration of the Customer's financial circumstances after conclusion of the contract (e.g. adverse credit information or default of payment in the meantime), MedSkin shall be entitled to perform outstanding deliveries or services only against advance payment or adequate security, whereby any delivery or service deadlines shall be extended accordingly. Outstanding claims from deliveries or services shall become due immediately.

5.6 If the Customer is in default with a payment, MedSkin shall be free to withhold further deliveries or to deliver only in case of advance payment. Further legal claims of MedSkin remain unaffected.

6. Delivery times

6.1 Delivery shall be made as standard shipment ex works at the customer's expense (Incoterms 2020). The customer is free to take out transport insurance.

6.2 Unless otherwise agreed, MedSkin is entitled to make partial deliveries, provided that MedSkin informs the Customer immediately and delivers the remaining quantity within a reasonable period of time and that this is reasonable for the Customer.

6.3 Delivery deadlines are only binding if this has been expressly agreed. If a binding delivery date has been agreed, delivery is deemed to have been made on time if the order is dispatched on the agreed date. Contractual penalties are not accepted by MedSkin.

6.4 A prerequisite for compliance with any agreed delivery periods is the timely and proper fulfillment of the customer's obligations.

6.5 The delivery is subject to timely and correct self-delivery. If MedSkin is not supplied on time despite the conclusion of a corresponding covering transaction for reasons for which MedSkin is not responsible, MedSkin is entitled to withdraw from the contract. MedSkin undertakes to inform the Customer without delay of the non-availability of the goods in the event that MedSkin itself is not supplied on time and correctly and to reimburse any payments already made by the Customer without delay.

6.6 Force majeure (e.g. mobilization, war, warlike conditions, operational disruptions, epidemics, pandemics, shortages of workers, energy or raw materials, strikes, lockouts, traffic disruptions and orders from higher authorities) as well as all other external operational disruptions or official influences for which MedSkin is not responsible shall release MedSkin from the obligation to deliver and perform for the duration of their existence, even if they occur during an already existing delay. Delivery periods and performance obligations shall be extended to a reasonable extent. They also entitle MedSkin to withdraw from the contract to the exclusion of further liability insofar as the delivery has not yet been carried out.

7. Transfer of risk

7.1 Shipment is always at the expense and risk of the Customer. The risk shall pass to the Customer as soon as the goods leave MedSkin's storage facilities. If MedSkin takes over the delivery, the risk shall pass upon provision in the truck at the place of acceptance. Unloading is at the risk of the Customer, even if the driver assists; intent and gross negligence are excluded.

7.2 If the Customer is in default of acceptance or culpably violates other obligations to cooperate, MedSkin shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the Customer at the point in time at which the Customer is in default of acceptance or debtor's delay.

7.3 If the goods are shipped at the customer's request or due to an unjustified complaint, the goods shall travel at the customer's risk and expense.

8. Liability for defects

8.1 Notices of defects relating to the number of delivered packages and their visual integrity must be reported immediately upon receipt of the goods by the Customer. The Customer must notify MedSkin in writing of other defects and shortages immediately, but at the latest within one (1) week of receipt of the goods by the Customer, and in the case of hidden defects immediately after discovery. Otherwise, the assertion of warranty claims is excluded. The timely dispatch of the notice of defects shall suffice to meet the deadline. Excess and short deliveries of up to 5% shall be accepted.

8.2 Remedial performance shall take the form of a replacement delivery.

8.3 If MedSkin refuses subsequent performance without justification or if MedSkin is not in a position to do so or if subsequent performance fails in any other way, the Customer shall be entitled, at its discretion, to withdraw from the contract or to demand a corresponding reduction in the price. However, the Customer shall not be entitled to withdraw from the contract if the defect is only minor.

8.4 The warranty does not cover damage that occurs after the transfer of risk as a result of faulty or negligent storage or comparable other causes for which MedSkin is not responsible.

8.5 Claims for defects shall become time-barred one (1) year after delivery. This shall not apply in the event of intent, fraudulent concealment of a defect or non-compliance with a quality guarantee. Recourse claims of the customer in accordance with § 478 BGB remain unaffected. However, claims for damages can only be asserted within the scope of the following clause 9.

8.6 The above provisions shall also apply mutatis mutandis to claims arising from advice, information, statements in printed matter or breach of secondary contractual obligations prior to or after conclusion of the contract.

8.7 The customer shall have no claim to the return or exchange of properly delivered, defect-free products. This shall only take place upon prior written agreement.

8.8 All information provided by MedSkin, in particular illustrations, technical information or references to specifications contained in offers and brochures, are merely descriptions and markings and not guarantees of quality or durability within the meaning of § 443 BGB. The same applies to the delivery of samples or specimens.

9. Liability

9.1 In the event of a breach of material contractual obligations, MedSkin shall be liable for any negligence, but only up to the amount of the foreseeable, typically occurring damage. Claims for loss of profit, claims for damages by third parties and other indirect and consequential damages cannot be asserted, unless a quality feature guaranteed by MedSkin is specifically intended to protect the customer against such damages. MedSkin shall not be liable for damage resulting from improper handling or improper use of the products supplied.

9.2 Otherwise, claims for damages are excluded regardless of the type of breach of duty, including tortious acts, unless MedSkin has acted with intent or gross negligence or has assumed a quality guarantee.

9.3 The limitations of liability and exclusions of liability pursuant to Sections 9.1 and 9.2 shall not apply to claims arising from any fraudulent conduct on the part of MedSkin, nor to any liability of MedSkin arising from the assumption of a procurement risk, to claims under the Product Liability Act or to damages resulting from injury to life, body or health.

9.4 Insofar as the liability of MedSkin is excluded or limited, this also applies to the organs, legal representatives, vicarious agents and employees of MedSkin.

9.5 A limitation period of one year applies to all claims against MedSkin for damages or reimbursement of futile expenses in the case of contractual and non-contractual liability. The limitation period shall commence at the time specified in Section 199 (1) BGB. It shall commence at the latest five years after the claim arises. The above provisions of sentences 1 to 3 of this clause 9.5 shall not apply to liability for intent or gross negligence or for personal injury or under the Product Liability Act. The limitation period for claims due to material defects and defects of title (Section 8.5) shall remain unaffected by the provisions of this paragraph.

10. Retention of title and resale

10.1 Ownership of the delivered goods shall only pass to the Customer when the Customer has settled all its liabilities arising from the business relationship with MedSkin. In the event of a breach of contract by the Customer, MedSkin is entitled to take back the products after setting a reasonable deadline. In this case, the Customer is obliged to surrender the products. The taking back of the products by MedSkin always constitutes a withdrawal from the contract.

10.2 The Customer is entitled to sell the goods in the ordinary course of business. Insofar as goods to which MedSkin is still entitled to ownership are sold in the ordinary course of business of the Customer without immediate payment, the Customer assigns its claim from the resale to MedSkin in the amount of the final invoice amount agreed with MedSkin including VAT.

10.3 MedSkin products may only be offered, sold or dispensed in the unaltered original packaging.

10.4 No substitute products may be supplied or offered under the trademarks protected for MedSkin. Comparative references to substitute products in price lists, offers, on labels or similar are not permitted.

10.5 The customer undertakes to resell the products only within the scope of the legally permissible distribution channels.

10.6 The Customer is obliged to treat the products with care for the duration of the retention of title and to insure them appropriately at its own expense against all usual risks, in particular theft, fire and water damage. The Customer hereby assigns any resulting claims from the respective insurance contract to MedSkin.

10.7 The Customer is obliged to cooperate in measures that MedSkin wishes to take to protect its ownership of the delivered goods. In the event of resale, the Customer is obliged to agree a retention of title corresponding to the above. Pledging or transfer by way of security of the products to third parties is not permitted. As long as the ownership has not yet been transferred, the Customer must inform MedSkin immediately in writing if the delivered item is seized or exposed to other interventions by third parties. The Customer shall be liable to MedSkin for the loss incurred insofar as the third party is unable to reimburse MedSkin for any judicial and extrajudicial costs.

10.8 If the value of the securities existing in favor of MedSkin exceeds the claims of MedSkin by a total of more than 20%, MedSkin is obliged to release the excess securities at the request of the Customer at the discretion of MedSkin.

11 Other provisions

11.1 Should one or more provisions of these General Terms and Conditions of Sale or of the parties' contract be or become invalid, this shall not affect the validity of the remaining provisions. The parties shall negotiate in good faith to replace the invalid provisions with valid provisions that come as close as possible to the economic purpose pursued by the invalid provisions.

11.2 Each contracting party may only advertise the business relationship, in particular with the company, company components and/or company logo of the other contracting party, with the prior written consent of the other contracting party.

11.3 Legally relevant declarations and notifications by the customer in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing. Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected.

11.4 These General Terms and Conditions of Sale and all legal relationships between MedSkin and the Customer shall be governed by the laws of the Federal Republic of Germany under the exclusion of all international and supranational (contractual) legal systems, in particular the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention, CISG).

11.5 The exclusive place of jurisdiction for all disputes arising from the contractual relationship is Hamburg. However, MedSkin is also entitled to sue the Customer at its general place of jurisdiction. The place of performance is Billerbeck.