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 distribution of medical and cosmetic devices, products and training on the devices and products. These General Terms and Conditions constitute the set of rules for the delivery and performance of all services rendered between R&R and its entrepreneurial customers.

§ 1 Scope
All provisions of these and other GTC of R&R contain the terms and conditions exclusively applicable between the customer and R&R for the use of the services by the customer, unless and to the extent these are modified by individual agreements between the parties. Contracts are concluded exclusively with commercial customers, i.e. entrepreneurs
and self-employed persons within the meaning of § 14 BGB (German Civil Code) – hereinafter also referred to as “Customers”. A conclusion of contract with private persons, i.e. consumers in the sense of § 13 BGB expressly does not take place. R&R shall 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
Placing of an order or purchase order (hereinafter referred to as “placing of an order”) by the customer shall always constitute a binding offer which R&R may accept within 2 weeks by sending an order confirmation or by delivering the goods. With the placing of the order by the customer, these and the respective applicable GTC shall be deemed accepted by the customer. The contract shall be concluded on the basis of the offer of R&R only upon receipt and in accordance with the contents of a written order confirmation (e.g. fax, e-mail and mail) from R&R by the customer. The performance characteristics of the subject of performance shall be conclusively described in the order confirmation. Offers previously made 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 fields of healthcare and beauty cosmetics, in particular the sale of medical cosmetic systems. These services are described in more detail in the GTC as well as in the order confirmation and the 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 shape, weight and color are possible as far as reasonable for the customer. Installation, maintenance or other services are not part 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 will be marked accordingly. The right of use shall only be granted upon full payment of the remuneration invoiced for it.

§ 4 Delivery date and place of delivery
The performance dates shall be bindingly agreed in writing within the scope of the order confirmation. Compliance with delivery deadlines agreed in writing or deadlines for the provision of services shall require that the customer provides all information and payments required for the delivery or provision of the service in a timely manner, and in particular that the customer performs the co-operative actions or payment incumbent upon it in each case. Otherwise, the delivery period or the period for performance of the service shall be extended accordingly. Delivery dates / delivery periods are subject to correct, defect-free, complete and timely self-delivery and happy 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 for which R&R is not responsible, of any kind whatsoever, which delay or otherwise impede the supply of R&R or the delivery of goods (e.g. import and export restrictions imposed by 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 the duration due to such events, R&R shall be entitled to withdraw from the contract to the extent still unfulfilled. Claims for damages by the customer are excluded. If the customer allows the performance date to lapse, he shall be in default of acceptance. R&R shall be entitled to store at the customer’s expense any goods not called off for which the customer is in default. Other exceeding of delivery dates / delivery periods shall entitle the customer to rescind the contract if it had unsuccessfully granted 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 product covered by the contract after conclusion of the contract. The place of performance for obligations under the purchase contract shall be the registered office of R&R, unless otherwise agreed. The customer shall ensure, if he has the goods collected, that the transport companies collecting the goods are selected accordingly. If the goods are shipped by R&R, R&R shall select reliable carriers. The delivery is insured during transport via R&R.

§ 6 Services/Training
At the request of the customer, R&R shall, in addition to the mere delivery of the equipment and products, provide further training or service services related to the products, but which are not services within the meaning of the purchase contract, for remuneration to be agreed separately, provided that the provision of such services is reasonable for R&R. A separate order is necessary for this. This applies in particular to training services for instruction in the use of the products Services which 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 courses and services must also be paid for in advance, see § 6. Prices are net plus any expenses and value added tax. Transfer costs, discount charges and all other collection costs shall be borne by the customer. If payment is not made on time, interest on arrears shall be due at a rate of nine percentage points above the prime rate. R&R shall, however, be entitled to claim damages for delay in excess thereof. R&R shall be entitled, subject to individual agreements to the contrary, to pass on to the customer any additional charges incurred by R&R after conclusion of the contract (e.g. new or increased customs duties, taxes, compensatory levies or other official purchase price charges, freight increases, changes in exchange rates, etc.), provided that more than 4 months have elapsed between conclusion of the contract and delivery or performance of the service. The customer shall be entitled to assert rights of retention and/or set-off only with respect to claims that have become res judicata, are undisputed, or are disputed but ready for decision or expressly acknowledged 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 financial circumstances of the customer deteriorate significantly, R&R shall be entitled to make all outstanding claims due and payable and to make promised deliveries dependent on advance payment or provision of security.

§ 8 Warranty, guarantee, obligation to give notice of defects
The customer shall immediately notify R&R in writing of any errors occurring, stating all information reasonably available to the customer that is relevant for the elimination of the error. In the event of a material defect or defect of title, the customer shall be entitled, within the scope of the statutory provisions, to demand supplementary performance, to rescind the contract if supplementary performance fails, 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 repair 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. modification of the equipment), by services to be provided by the customer or by the system environment existing at the customer’s premises for which R&R is not responsible, as long as and to the extent that the customer does not prove that these are not the cause of the occurrence of the defect. Services performed by R&R on the basis of an alleged warranty obligation shall be invoiced on a time and material basis. If the inspection shows that there is no defect, R&R shall be entitled to demand reimbursement of expenses at the hourly rates valid on the day of notification of the defect in accordance with the price list for services on a “time and material” basis (plus necessary travel expenses, travel time, costs for data carriers, copying costs and other expenses plus value added tax). The customer does 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 will return to R&R with a binding signature. The scope of the warranty results from the order confirmation in connection with the manufacturer’s warranty 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, observing the manufacturer’s warranty provisions. Incomplete or incorrect deliveries as well as obviously recognizable defects of the delivery item shall 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 equipment and / or cosmetic products and therefore bears the risk as to whether it meets his wishes and needs. It is the customer’s responsibility – if not agreed separately – to set up the equipment and put it into operation. The customer shall thoroughly test the equipment for freedom from defects and for usability in the existing configuration before using it. Further obligations of the customer, in particular obligations to cooperate and/or to provide materials, shall result from the respective order confirmation. Since dermatological care products are involved, resale is only permitted if the customer can thus be assured of uniform quality of the products and health protection of the users.

§10 Limitation
Warranty claims or claims for breach of duty shall become statute-barred after the expiry of 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. R&R shall in particular not be liable for typical signs of use or wear and tear of the goods or products. The limitation period begins with receipt of the goods, successful acceptance or, in the case of services, with their performance.

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

§ 12 Retention of Title to the Purchased Products
R&R shall retain title to the goods delivered until all claims against the customer have been satisfied. If the goods subject to retention of title are combined, mixed or processed together with the customer’s own goods or with goods subject to retention of title of third parties, R&R shall acquire co-ownership of the new item or of the mixed stock in proportion 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 has no claim to the resulting increase in value. The customer shall be obliged to adequately insure the goods subject to retention of title as well as the goods owned or co-owned by R&R pursuant to § 946 to § 950 of the German Civil Code (BGB) against loss and damage due to fire, theft, water or similar hazards and to prove the insurance coverage to R&R upon 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 for compensation – if applicable, on a pro rata basis, i.e. in accordance with the share of co-ownership. The latter hereby accepts the above assignment. The customer shall notify R&R without undue delay of any compulsory execution measures of 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 shall inform the third parties in advance of the rights existing in the goods. The customer shall bear R&R’s intervention costs to the extent that the third party is not in a position to reimburse them. If the customer seriously and finally refuses performance, or if insolvency proceedings have been applied for, opened or rejected due to lack of assets, or if an affidavit has been submitted in accordance with § 807 ZPO (German Code of Civil Procedure), 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 a right of rescission. In addition, R&R may demand reimbursement of all costs causally connected with the withdrawal (e.g. return transport, 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 to the exclusion of the conflict of laws rules of private international law and to the exclusion of the laws on the international sale of movable goods (UN Sales Convention), even if a contracting party 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 bring an action at the customer’s place of business.

STAND: JANUARY 2018