GTC

MedicalSyn GmbH, Hauptstraße 81, 77815 Bühl

 

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General Terms and Conditions of Sale (GTC)

for Commercial Transactions

(Seller and Buyer are both entrepreneurs)

 

 

As of: September 2025

 

 

 

General Terms and Conditions of Sale

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§ 1 Scope

These terms and conditions of sale apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law within the meaning of Section 310(1) BGB. We only recognize terms and conditions of the CLIENT that conflict with or deviate from our terms and conditions of sale if we have expressly agreed to their applicability in writing.

These terms and conditions of sale also apply to all future transactions with the CLIENT, insofar as they involve legal transactions of a related nature (as a precaution, the terms and conditions of sale should in any case be attached to the order confirmation).

Individual agreements made with the CLIENT on a case-by-case basis (including ancillary agreements, supplements, and amendments) shall in all cases take precedence over these terms and conditions of sale. The content of such agreements shall be governed, subject to proof to the contrary, by a written contract or our written confirmation.

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§ 2 Offer and Contract Conclusion

Insofar as an order is to be regarded as an offer pursuant to Section 145 BGB, we may accept it within four weeks.

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§ 3 Documents Provided

We reserve all ownership and copyright in all documents provided to the CLIENT in connection with the placement of an order — including in electronic form — such as documents, data, proposed solutions, calculations, information, drawings, etc. These documents must not be made accessible to third parties unless we grant the CLIENT our express written consent to do so. Insofar as we do not accept the CLIENT's offer within the period specified in Section II, these documents must be returned to us without delay.

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§ 4 Prices and Payment

Unless otherwise agreed in writing, our remuneration rates/prices apply as per the contractual agreement, plus value-added tax at the applicable statutory rate.

Payment of the remuneration must be made exclusively to the bank account specified in the respective contract. Deduction of cash discounts is only permitted subject to a specific written agreement.

Unless otherwise agreed, remuneration is payable within 30 days of invoicing. Default interest shall be charged at a rate of 8% per annum above the applicable base interest rate (see note). The right to claim a higher default damage remains reserved.

Changes to remuneration rates, regardless of the reason and extent, must be agreed upon in writing in a supplementary agreement.

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§ 5 Rights of Retention

The CLIENT is only entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.

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§ 6 Delivery Time

The commencement of the service period specified by us is contingent upon the timely and proper fulfillment of the CLIENT's obligations. The defense of non-performance of the contract remains reserved.

If the CLIENT defaults on acceptance or culpably breaches other obligations to cooperate, we are entitled to demand compensation for the resulting damage, including any additional expenses incurred. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the service object passes to the CLIENT at the time the CLIENT falls into default of acceptance or default as debtor.

Further statutory claims and rights of the CLIENT due to default in performance remain unaffected.

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§ 7 Transfer of Risk upon Dispatch

If the service object is dispatched to the CLIENT at their request, the risk of accidental loss or accidental deterioration of the service object passes to the CLIENT upon dispatch, at the latest upon leaving the company's premises. This applies regardless of whether the service object — whether physical or electronic — is dispatched from the place of performance or who bears the delivery costs.

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§ 8 Retention of Title

We retain ownership of the delivered service object until full payment of all claims arising from the service contract. This also applies to all future services, even if we do not always expressly invoke this right. We are entitled to reclaim the service object if the CLIENT acts in breach of contract.

The service object is made available to the CLIENT as a database system/application software only for the duration of the concluded contract in the form of a simple, non-sublicensable, geographically restricted to Germany, and temporally restricted to the contract period right of use.

The CLIENT does not acquire any rights to our software, source code, or databases.

The CLIENT is obligated to protect the service object against theft, damage of any kind, other third-party interference, and loss. If maintenance, technical, spatial, or other work in connection with the delivered service object needs to be carried out at the CLIENT's premises, the CLIENT must carry this out at their own expense and in a timely manner. The CLIENT must notify us in writing without delay if the service object is subject to seizure, damage, alteration, processing, other third-party interference, or loss. The CLIENT shall be liable for any damage/loss incurred by us.

For continued use after the conclusion of the contract/project, the CLIENT may obtain a license for a non-exclusive, non-transferable, non-sublicensable, fee-based right of use on market-standard terms. This right of use must be agreed upon in a separate contract.

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§ 9 Liability and Warranty

The parties shall be liable to each other in accordance with statutory provisions exclusively in cases of intent and gross negligence. The liability of the parties is, to the extent permitted by law, limited to compensation for direct damages. Claims for loss of production, business interruption, and other consequential damages arising from defects (including product liability) are excluded to the extent permitted by law, unless caused by gross negligence or intent.

The parties shall fully indemnify each other against justified and legally established third-party claims for damages arising in connection with the work of a partner under this contract.

The limitations of liability do not apply to damages arising from injury to life, bodily harm, or damage to health, warranty commitments, or other mandatory statutory liability obligations.

In the event of untimely or improper performance, the CLIENT shall be entitled to the undiminished rights provided for under the BGB in respect of debtor's default, if we have not responded to a corresponding reminder procedure.

Debtor's default shall not apply if the delay or deviation is only very minor or if it is based on reasons outside the business and risk sphere of the contracting party. Cases of force majeure beyond our control are not our responsibility. However, we are obligated to notify the CLIENT without delay of the occurrence of force majeure and its associated impact on the provision of services.

To the extent permitted by law, the parties mutually provide no warranty that the information, documents, work results, or objects made available under the contract are correct, complete, economically or technically usable, or that their use or application will not infringe third-party rights or cause other damage. Insofar as the parties become aware of domestic or foreign industrial property rights that could prevent or restrict the commercial use of contractual products or any other use, they shall draw each other's attention to these. However, to the extent permitted by law, the parties provide no warranty for the completeness and accuracy of such information. Claims for damages on these grounds are excluded.

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§ 10 Data Protection

The parties undertake to treat business and trade secrets or other confidential information, data, and documents that have been entrusted to them as such in connection with the performance of the contract, or that have become known to them as such during the course of cooperation and have been designated as requiring confidentiality, as confidential and to keep them secret from third parties during the term and for a period of 3 years after the termination of the contractual relationship.

In all other respects, we refer to our privacy policy — see the website of MedicalSyn GmbH, accessible at: https://medicalsyn.com/de/datenschutz.

The parties shall notify each other in writing without delay as soon as they become aware of any unauthorized disclosure, misuse, or abuse of confidential information or a violation of the GDPR.

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§ 11 Miscellaneous

This contract and the entire legal relationship between the parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our registered place of business, unless otherwise agreed between the parties.

All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

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Default Interest Rate

For commercial sales contracts between entrepreneurs, the interest rate is increased to 8% above the base interest rate under the reform of the law of obligations.

Current base interest rates can be found at: https://www.bundesbank.de/de/bundesbank/organisation/agb-und-regelungen/basiszinssatz-607820