Sale and supply of goods by TRACOE medical GmbH (hereinafter “TRACOE medical”) in Germany and abroad shall take place exclusively on the basis of these General Terms and Conditions. This also applies to future sales transactions and supply of goods between the same parties, without any subsequent agreement being required. Counter confirmations given by the client with reference to his own or other differing terms and conditions of business or purchase is herewith excluded, unless TRACOE medical has given express written approval of such differing terms and conditions. These General Terms and Conditions are deemed to have been accepted at the latest upon receipt of the goods by the client or his agent.
The contents of any individual agreements made between the parties remain unaffected by these General Terms and Conditions.

Orders shall be received by TRACOE medical by telephone or in writing. Quotations made by TRACOE medical are provisional and non-binding, unless otherwise stated in the text of the quotation. Contracts are concluded where TRACOE medical gives written confirmation to the client or carries out delivery to the client. Verbal subsidiary agreements, amendments, supplements, guarantees or assurances in respect of our quotations or written agreements are only effective if supported by written confirmation by TRACOE medical.

(1) Invoices issued by TRACOE medical are due for payment without deduction within 30 days of invoice date unless differing payment terms have been expressly agreed upon between the parties in writing. Upon expiry of the payment period the client is automatically deemed to be in default. TRACOE medical grants 2% cash discount on the invoiced amount where it receives payment within 10 days. The cash discount does not apply to repairs or assembly work.
(2) TRACOE medical shall not be responsible for delayed delivery due to force majeure or events that substantially hinder delivery or render it impossible; this also applies to binding deadlines.
Events of this type include, in particular, difficulties in obtaining materials that have occurred retrospectively, stoppages, strikes, lockouts, lack of personnel, lack of transport facilities, and orders issued by the public authorities; this also includes instances where any of the above events affect the suppliers or subcontractors of TRACOE medical. In such cases TRACOE medical shall be entitled to postpone delivery by the duration of the delay plus an appropriate start-up period or, where performance has been rendered impossible by the delay, to withdraw from the contract in respect of the part of performance not yet completed. Where the delay is of more than three months’ duration, the client shall be entitled to withdraw from the contract in respect of the part of performance not yet completed.
(3) The delivery deadline is deemed to have been met provided the item to be supplied has left the plant of TRACOE medical or TRACOE
medical has notified the client that the item to be supplied is ready for shipment.
(4) If the client defaults in accepting the goods or infringes other duties to co-operate, TRACOE medical shall be entitled, without allowing the
client any additional time, either to withdraw from the contract or to demand compensation for losses including any additional expenses.
TRACOE medical reserves the right to assert additional claims. At the same time the danger of accidental destruction or accidental
deterioration of the goods shall be transferred to the client at the point in time at which the latter defaults in accepting the goods.
(5) TRACOE medical is entitled at all times to make partial deliveries.

Where delivery is being made of devices to the specialist medical trade and assembly and/or instruction (e.g. cuff pressure control devices) by specialist medical retail staff is required on the end-user’s premises, TRACOE medical reserves the right to deliver the goods exclusively to the respective dealer. In such cases the specialist dealer shall carry out the assembly and/or instruction on the end-user’s premises.

TRACOE medical supplies goods at the list prices valid on the date of the order. Prices listed do not include statutory VAT or transport and
packing costs. On the day of invoicing VAT is shown separately on the invoice in the statutory amount. TRACOE medical reserves the right to
make appropriate changes to its prices where, following conclusion of a contract, there are cost reductions or cost increases, especially due to wage settlements, changes to prices of materials, or currency fluctuations. TRACOE medical shall provide evidence to the client of any such changes if the latter so requires.

(1) Invoices issued by TRACOE medical are due for payment without deduction within 30 days of invoice date unless differing payment terms have been expressly agreed upon between the parties in writing. Upon expiry of the payment period the client is automatically deemed to be in default. TRACOE medical grants 2% cash discount on the invoiced amount where it receives payment within 10 days. The cash discount does not apply to repairs or assembly work.
(2) Where payment is delayed, the client shall pay interest on the amount of the outstanding claim at an annual rate of 8 percentage points above the base interest rate (Section 247 of the German Civil Code (BGB)). Where TRACOE medical is able to prove higher losses due to delayed payment, it shall be entitled to assert this claim with respect to the client. Moreover TRACOE medical shall be entitled to postpone delivery of further goods ordered by the client until total payment of outstanding claims is received or, if it so chooses, to withdraw from the contract.
(3) Independently of any stipulation by the client, TRACOE medical shall be entitled in the first instance to set off payments made by the client against the latter’s older debts. Where costs and interest charges have been incurred, it shall be entitled to set off the payments first of all against the costs, then against the interest, and lastly against the main claim still outstanding.
(4) A payment shall be deemed to have been made when TRACOE medical actually has the cash at its disposal. TRACOE medical expressly reserves the right to refuse bills of exchange and cheques. Acceptance shall in all cases only be made on account of performance. Discount and bill charges shall be borne by the client and paid immediately.
(5) The client shall be entitled to set-off, retention or price reduction only if his counterclaims are established as being legally valid or are
indisputable.

(1) The risk of damage, deterioration, destruction or loss of the goods is transferred to the client as soon as the consignment is transferred to
the person effecting transport or it has left the plant and/or warehouse of TRACOE medical for the purpose of shipment. If shipment is
delayed at the request of the client or for reasons for which the client is responsible, risk is transferred to the latter at the time of notification
of readiness of the goods for shipment.
(2) Transport packing and all other packaging under the Packaging Directive is not returnable. The client is obliged to dispose of packing
materials at his own expense.

(1) The goods shall remain the property of TRACOE medical until fulfilment of all present or future claims (including all residual claims from the existing current account) of TRACOE medical against the client, whatever the legal basis of these may be. This also applies in particular to all claims in connection with follow-up orders, repeat orders, repairs, deliveries of accessories and orders for replacement parts. The client shall hold the property of TRACOE medical in safe custody free of charge. Goods to which TRACOE medical GmbH owns the title are referred to below as conditional commodities.
(2) The client is entitled to sell conditional commodities in due and proper business dealings provided he is not in default in respect of claims of TRACOE medical and the latter has not given written notice of revocation of right of disposal. Hypothecation and transfer of title by way of security are not permitted. The client herewith assigns in full to TRACOE medical by way of security all claims in respect of the conditional commodity arising from resale or on other legal grounds; TRACOE medical accepts the assignment. Upon demand by the client, TRACOE medical shall, as it chooses, release one or several of these securities, insofar as their value exceeds the claims of TRACOE medical still outstanding by more than 50% and on a sustained basis. TRACOE medical issues revocable authorisation to the client to collect the claims assigned to the former for the former’s account in the client’s own name. This authorisation to collect claims can only be revoked if the client fails to meet its payment obligations in a due and proper manner.
(3) Where third parties interfere with the conditional commodity, the client shall notify the third party that the conditional commodity is the
property of TRACOE medical and shall immediately inform the latter in writing of the interference.
(4) In the event of behaviour by the client that is in breach of contract, in particular delayed payment, TRACOE medical shall be entitled, but not obliged, wholly or partly to repossess the conditional commodity and/or to demand assignment of the rights of the client to recover
possession from third parties. The parties agree that repossession or hypothecation of the conditional commodity by TRACOE medical does
not constitute withdrawal from the contract. This does not apply where the Consumer Credit Act according to German Law is imperatively
applicable to the legal relationship between the parties.
(5) In the event of repossession of the goods by TRACOE medical, the latter shall be entitled to realisation of the same. The proceeds from
realisation shall be set off, less appropriate realisation costs, against the liabilities of the client.

(1) The client is obliged to inspect products received from TRACOE medical immediately after delivery and to notify TRACOE medical at once, or at the latest within one week of receipt of the goods, of any defects or shipment errors.
Defects that cannot be identified within a week of receipt of the goods even after careful inspection are to be indicated in writing to TRACOE
medical immediately upon discovery enclosing the delivery note relating to the shipment involved. The defective goods must be made
available, in their state upon discovery of the defect, for inspection by TRACOE medical or its agent or, if required by TRACOE medical,
must be returned to the latter.
(2) Provided the client complies with the inspection and complaint requirements under Para. 1 and the payment conditions have been met in accordance with these General Terms and Conditions, then TRACOE medical shall be liable for defects under the statutory provisions. From to the day of transfer of risk or the day of delivery, TRACOE medical shall in all cases be liable for a period of 2 years (limitation period) except for used equipment (limitation period 1 year). A prerequisite for the two-year period of liability of TRACOE medical for material defects is that the client is able to produce proof of original purchase (by means of invoice or delivery note) and the original serial number still appears unaltered on the product.
(3) TRACOE medical shall in particular be liable for any manufacturing or material defects. Where instructions for use or directions on packaging materials are not complied with or goods are not stored or used as directed, all warranties shall be void insofar as this is legally permissible. Provided a complaint is made within the period allowed and in the due and proper fashion, TRACOE medical shall satisfy the claim. This shall take the form of either free repair – on either TRACOE medical’s or the client’s premises – or replacement, as preferred by TRACOE medical. TRACOE medical is also entitled to effect remedy by means of any company it authorises to do so.
Where goods are returned the client must ship the product in the original packing, or other packing providing the same degree of protection, to TRACOE medical or the address indicated by the latter; it must be cleaned and disinfected, this fact to be supported by the appurtenant decontamination certificate (available from TRACOE medical either directly or at www.tracoe.com).
(4) Liability of TRACOE medical for material defects shall not apply where changes of whatever nature have been made to the product unless the change was made by TRACOE medical or one of its authorised agents or TRACOE medical has previously provided written approval for the change. Similarly, claims in respect of liability for material defects shall be invalid where repairs have been carried out to the product of TRACOE medical by third parties or parts have been exchanged. This applies independently of whether this measure is the cause of a defect alone or in combination with other factors.
(5) In the event of failure by TRACOE medical to effect remedy, the client shall be entitled to demand appropriate reduction of the remuneration or (partial) cancellation of the contract in respect of those goods that are defective.
(6) The liability of TRACOE medical for defects shall not apply to defects that can be attributed to
- normal operational wear and tear;
- defective installation or defective or inadequate maintenance;
- improper use or errors in operation (not in compliance with the operating instructions supplied);
improper or negligent treatment and care, in particular contamination, calcification, absorption of liquids, or improper cleaning, disinfection or sterilisation;
- use of accessories or replacement parts not expressly approved by TRACOE medical;
- defective assembly or starting up by the client or third party;
- negligence of the client in his treatment of the product;
inadmissible operating conditions, in particular dampness, inappropriate temperature, inappropriate power connections or power supply, shocks or vibration, inadequate ventilation;
- accidents, force majeure or other causes for which TRACOE medical is not responsible, also in particular lightning, water, fire, or civil
disturbance.
(7) Claims for damages against TRACOE medical or its agents are excluded, in particular due to impossibility of performance, positive breach of an obligation, culpa in contrahendo, late delivery or inadmissible behaviour. This exclusion of liability shall not apply in the event of wilful or grossly negligent behaviour or culpable breach of important contractual obligations..
(8) TRACOE medical shall not be liable for losses resulting from defects to products other than its own, except in the event of intent or gross negligence, including intent or gross negligence on the part of representatives or agents of TRACOE medical. Unless TRACOE medical has committed wilful breaches of contract, its liability to pay damages shall be limited to the foreseeable and typical level of loss. The same applies where TRACOE medical culpably breaches an important contractual obligation. This is without prejudice to mandatory provisions of the Product Liability Act.

Return of goods free of defects is excluded on principle. A special written agreement with TRACOE medical is required in all cases. Where return of goods is agreed between the parties, return must be effected without any shipment costs or other costs being incurred by TRACOE medical. After examination by TRACOE medical, a credit note shall be issued for goods deemed fit for resale (undamaged packaging and undamaged product), the amount of which shall be based on the purchase price of the goods less a repossession and restorage discount to be agreed upon.
Goods not fit for resale and individually manufactured products are in all cases excluded from return.

The dealer is obliged to introduce a product tracking system. The system has to ensure that each single product can be traced and tracked back through the whole supply chain to the final user. The dealer must also impose this obligation on his clients where they are not themselves endusers. The dealer is obliged to give TRACOE medical access to those records and to impose this obligation regarding TRACOE medical on his clients.
Product related adverse incidents which led to death or serious deterioration in health of a patient (“incidents”) and those near-incidents which might have led to death or serious injury of a patient (“near-incidents”) must be reported in writing by the dealer to TRACOE medical immediately, the latest within three working days. All other product complaints and novel risks that are previously unreleased must be reported in writing to TRACOE medical within seven working days.
The dealer is obliged to keep his sales staff properly trained, especially concerning the products, directives and the market in the contractual territory.
The dealer will keep TRACOE medical informed about changes of market standards in the contractual territory, of requests for new products, features and techniques, and of other market parameters affecting sales of the products.
The dealer will comply with all national legal requirements related to the sale and distribution of medical products in the territory and will inform TRACOE medical of all legal changes affecting the sale and distribution of its products and requiring action.

TRACOE medical reserves right of ownership and copyright to all plans, records, diagrams, costings or other documents attached to quotations supplied by TRACOE medical. Passing on of these to third parties requires the express written approval of TRACOE medical. Imitation of the legally protected products of TRACOE medical is prohibited and will be pursued in the courts..

(1) Place of performance for supply of all goods and services under the contractual relationships between TRACOE medical and the client is Frankfurt am Main.
(2) Insofar as the client is a qualified merchant, a public legal entity or a public special trust asset, Frankfurt am Main shall be the sole venue for all disputes arising under the contractual relationships between the parties.
(3) These General Terms and Conditions and all contractual relationships between the parties are subject to the law of the Federal Republic of Germany. Application of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

(1) Amendments to these General Terms and Conditions must be in writing. The requirement for the written form may likewise only be waived in writing.
(2) Should any one of the provisions of these General Terms and Conditions or any provision drawn up in the framework of other agreements between TRACOE medical and the client be or become invalid, this shall not affect the validity of any of the remaining provisions or agreements. The invalid provision should be replaced by an admissible ruling of equivalent commercial meaning and purpose. The same rinciple shall apply where any loophole is found to exist.

E-Mail: info@tracoe.com
Internet: www.tracoe.com