GTC

General Terms and Conditions of R&R GmbH

Preamble

R&R GmbH, Kokenhorststr. 19 in 30938 Burgwedel, Germany (hereinafter referred to as “R&R”), offers the sale of medical and cosmetic devices, products and training for the devices and products. These General Terms and Conditions constitute the set of rules for the delivery and provision of all services that take place between R&R and its business customers.

§ 1 Scope of application
All provisions of these and other GTC of R&R contain the exclusive terms and conditions applicable between the customer and R&R for the use of services by the customer, unless and insofar as these are amended by individual agreements between the parties. Contracts are concluded exclusively with commercial customers, i.e. entrepreneurs
and self-employed persons within the meaning of Section 14 of the German Civil Code (BGB) – hereinafter also referred to as “customers”. No contracts are concluded with private individuals, i.e. consumers within the meaning of Section 13 BGB. R&R does not recognize any terms and conditions of the customer that conflict with or deviate from these terms and conditions unless R&R has previously expressly agreed to their validity.

§ 2 Conclusion of contract
An order placed by the customer (hereinafter referred to as “order placement”) shall always constitute a binding offer, which R&R may accept within 2 weeks by sending an order confirmation or by delivering the goods. When the customer places an order, these and the applicable GTC shall be deemed to have been accepted by the customer. The contract shall only come into effect on the basis of R&R’s offer upon receipt and in accordance with the content of a written order confirmation (e.g. fax, e-mail and post) from R&R by the customer. The performance characteristics of the object of performance shall be conclusively described in the order confirmation. Offers previously submitted by R&R – in particular with regard to technical description, quantity, price and delivery time – are subject to change.

§ 3 Scope of services / right of use
R&R provides various services in the areas of healthcare and beauty cosmetics, in particular the sale of medical cosmetic systems. These services are described in more detail in the GTC and in the order confirmation and service description. R&R shall be entitled to make partial deliveries and render partial services that are reasonable for the customer. Deviations of a technical nature, in form, weight and color shall be possible to the extent reasonable for the customer. Installation, maintenance or other services are not the subject of a purchase contract for medical systems or healthcare products and must be agreed separately with R&R. If used products or goods are sold, they shall be labeled accordingly. The right of use shall only be granted upon full payment of the invoiced remuneration.

§ 4 Delivery date and place of delivery
The dates of performance shall be bindingly agreed in writing as part of the order confirmation. Compliance with delivery periods or deadlines for the provision of services agreed in writing requires that the customer provides all information and payments required for the delivery or provision of the service in good time, in particular that the customer performs the acts of cooperation or payment incumbent upon it in each case. Otherwise, the delivery period or the period for the provision of the service shall be extended accordingly. Delivery dates / delivery periods are subject to correct, defect-free, complete and timely self-delivery and fortunate arrival. This shall only apply in the event that R&R has concluded a covering transaction in this respect and R&R is not responsible for the non-delivery. Events of any kind for which R&R is not responsible which delay or otherwise impede the supply of R&R or the delivery of goods (e.g. import and export restrictions imposed by the authorities, mobilization, war, blockade, strike, lockout, complete or partial cessation of production/restriction of supply by the manufacturer, etc.) shall release R&R from its obligation to perform for the duration of their effects. If delivery becomes impossible for R&R for the duration of such events, R&R shall be entitled to withdraw from the contract insofar as it has not yet been fulfilled. Claims for damages by the customer shall be excluded. If the customer allows the performance deadline to elapse, it shall be in default of acceptance. R&R shall be entitled to store goods not called off by the customer for which the customer is in default at the customer’s expense. Any other failure to meet delivery dates / delivery periods shall entitle the customer to withdraw from the contract if it has unsuccessfully set R&R a reasonable grace period of at least 21 days. The grace period must be set in writing. R&R may also withdraw from the contract if the manufacturer discontinues production of the contractual product after conclusion of the contract. The place of performance for obligations arising from the purchase contract shall be the registered office of R&R, unless otherwise agreed. If the customer arranges for the goods to be collected, the customer shall ensure that the transport companies collecting the goods are selected accordingly. If the goods are dispatched by R&R, R&R shall select reliable transport companies. The delivery shall be insured during transportation by R&R.

§ 6 Services/Training
At the customer’s request, R&R shall, in addition to the pure delivery of the devices and products, provide further training or services that are related to the products but are not services within the meaning of the purchase contract, in return for a separately agreed fee, provided that the provision of the service is reasonable for R&R. This requires a separate order. This shall require a separate order. This applies in particular to training services for instruction in the use of the products, services that are necessary in connection with the installation of an update/upgrade/release obtained by the customer, instruction and training with regard to these program versions; services.

§ 7 Prices / offsetting
Prices do not include packaging, freight, tax, insurance and shipping. The amount to be paid results from the order confirmation and/or invoice from R&R and is due for payment in advance, i.e. before delivery of the goods without deduction. Training and services are also payable in advance, see § 6. Prices are net plus any expenses and VAT. Transfer costs, discount charges and all other collection costs shall be borne by the customer. If payment is not made on time, default interest of nine percentage points above the prime rate shall be due. However, R&R shall be entitled to claim further damages caused by default. Unless otherwise agreed individually, R&R shall be entitled to pass on to the customer any additional charges (e.g. new or increased customs duties, taxes, compensation levies or other official purchase price charges, freight increases, changes in exchange rates, etc.) arising for it after conclusion of the contract, provided that more than four months elapse between conclusion of the contract and delivery or provision of the service. The customer shall only be entitled to assert rights of retention and/or set-off in respect of claims that are legally established, undisputed or disputed but ready for decision or expressly recognized by R&R. The customer shall only be entitled to a right of retention insofar as it is based on the same contractual relationship. If the customer’s financial circumstances deteriorate significantly, R&R shall be entitled to declare all outstanding claims due and payable and to make agreed deliveries dependent on advance payment or the provision of security.

§ 8 Warranty, guarantee, obligation to give notice of defects
The customer shall notify R&R immediately in writing of any defects that occur, stating all information reasonably available to the customer that is useful for rectifying the defect. In the event of a material defect or defect of title, the customer shall be entitled within the framework of the statutory provisions to demand subsequent performance, to withdraw from the contract after subsequent performance has failed, to reduce the purchase price or, in the event of fault on the part of R&R, to claim damages. Within the scope of subsequent performance, R&R shall be entitled to choose between rectification or subsequent delivery. R&R’s warranty obligation shall lapse in all cases in which defects and other impairments of the services are or may be caused by improper operation by the customer, by interventions by the customer (e.g. changes to the devices), by services to be provided by the customer or by the customer’s existing system environment for which R&R is not responsible, unless and insofar as the customer proves that these are not the cause of the defect. Services performed by R&R on the basis of an alleged warranty obligation shall be invoiced at cost. If the inspection reveals that there is no defect, R&R shall be entitled to demand reimbursement of expenses at the hourly rates valid on the day of the notification of defects in accordance with the price list for services on a “time and material” basis (plus necessary travel costs, travel times, costs for data carriers, copying costs and other expenses plus VAT). The customer shall not receive any guarantees in the legal sense from R&R. R&R shall pass on to the customer any warranty provided by the manufacturer. For these cases, a warranty card is enclosed with the products, which the customer shall return to R&R with a binding signature. The scope of the guarantee is set out in the order confirmation in conjunction with the manufacturer’s guarantee card. In order to safeguard warranty claims, the customer shall contact R&R directly in the event of the occurrence of faults/defects covered by the warranty and observe the manufacturer’s warranty provisions. Incomplete or incorrect deliveries as well as obviously recognizable defects of the delivery item must be reported to R&R in writing immediately, but no later than 7 (seven) days after delivery – if reasonable in a form comprehensible to R&R.

§ 9 Obligations of the customer / resale
The customer has informed himself about the essential functional features of the purchased devices and/or cosmetic products and therefore bears the risk as to whether these meet his wishes and needs. Unless otherwise agreed, the customer is responsible for setting up and commissioning the equipment. The customer tests the devices thoroughly before using them to ensure that they are free of defects and can be used in the existing configuration. Further obligations of the customer, in particular obligations to cooperate and/or provide materials, are set out in the respective order confirmation. As dermatological care products are involved, resale is only permitted if the customer can thus ensure uniform product quality and user health protection.

§10 Limitation period
Warranty claims or claims for breach of duty shall become time-barred after 12 months, unless it is a case of fraudulent intent or a guarantee of quality expressly assumed by R&R; in this case, the statutory limitation periods shall apply. The warranty for used goods or products is excluded. In particular, R&R shall not be liable for typical signs of use or signs of wear on the goods or products. The limitation period shall commence upon receipt of the goods, successful acceptance or, in the case of services, upon their provision.

§ 11 Liability
R&R’s liability for intent, gross negligence, quality guarantees, claims under the Product Liability Act and injury to life, limb or health shall be governed by the statutory provisions. In the event of simple negligence, R&R shall only be liable in the event of a breach of material contractual obligations (so-called cardinal obligation, i.e. an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely). If R&R breaches a material contractual obligation through simple negligence, the obligation to pay compensation shall be limited to the typically foreseeable damage, but always to EUR 50,000.00 per claim and a total of EUR 100,000.00 per year in the absence of an individual provision in the respective order confirmation. The total maximum liability limit for all damages arising in connection with services to the customer is EUR 250,000. Such claims are subject to a limitation period of one year. In the event of simple negligence, R&R shall not be liable for any indirect or consequential damages (in particular loss of profit). If and as long as a case of force majeure exists, R&R shall not be obliged to provide the service. Force majeure shall include, in particular, strikes, war, natural disasters, lockouts, delays or failure of deliveries by suppliers, insofar as these were caused by an event of force majeure, official or court orders which R&R could not have averted even with reasonable care in the circumstances of the case. If and to the extent that R&R’s liability is excluded, this shall also apply to the personal liability of R&R’s employees, workers, staff, representatives and vicarious agents.

§ 12 Retention of title to the purchased products
R&R retains title to the delivered goods until all claims against the customer have been settled. If the goods subject to retention of title are combined, mixed or processed together with the customer’s own goods or with third-party goods subject to retention of title, R&R shall acquire co-ownership of the new item or of the mixed stock in the ratio of the value of the goods subject to retention of title to the other goods at the time of combination, mixing or processing. R&R makes no claim to the resulting increase in value. The customer shall be obliged to adequately insure the goods subject to retention of title and the goods owned or co-owned by R&R in accordance with Sections 946 to 950 BGB against loss and damage due to fire, theft, water or similar risks and to provide R&R with proof of insurance cover on request and to handle the goods with care. The customer hereby assigns to R&R its claims for compensation to which it is entitled against insurance companies or other parties liable to pay compensation – if applicable on a pro rata basis, i.e. in proportion to the share of co-ownership. The latter hereby accepts the above assignment. The customer must inform R&R immediately of any enforcement measures taken by third parties against the goods subject to retention of title, handing over the documents necessary for an intervention; this shall also apply to impairments of any other kind. Irrespective of this, the customer must inform the third parties in advance of the existing rights to the goods. The customer shall bear R&R’s intervention costs if the third party is not in a position to reimburse them. If the customer seriously and definitively refuses performance, or if insolvency proceedings have been applied for, opened or rejected for lack of assets, or if an affidavit has been issued in accordance with Section 807 of the German Code of Civil Procedure (ZPO), the customer may no longer dispose of the reserved goods. In such cases, R&R shall be entitled to reclaim goods already delivered under the retention of title after exercising its right to withdraw from the contract. In addition, R&R may demand reimbursement of all costs incurred in connection with the withdrawal (e.g. return transportation, reduction in value, etc.).

§ 13 Final provisions
Should any provision of this contract be or become invalid, this shall not affect the validity of the remainder of the contract. The relevant statutory provisions shall apply in place of the invalid provisions. This contract shall be governed by the laws of the Federal Republic of Germany, excluding the conflict of laws rules of private international law and excluding the laws on the international sale of goods (UN Convention on Contracts for the International Sale of Goods), even if one of the contracting parties has its registered office abroad. The exclusive place of jurisdiction for all disputes arising from the contractual relationship is Hanover. R&R reserves the right to take legal action at the customer’s domicile.

STATE: JANUARY 2018