Status: 02.08.2023

General Terms and Conditions of Sale and Service

§ 1 Scope of application; form

(1) Validity in commercial transactions. These General Terms and Conditions of Sale and Service (“GTCS”) of METAVITAL GmbH, Tannenhof 47, 22397 Hamburg (“METAVITAL” or “we”) apply to all our business relationships with our customers (“Buyer” or “you”). The GCSD shall only apply if the purchaser is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. We can therefore demand that you provide us with sufficient proof of your entrepreneurial status before concluding the contract, e.g. by providing your VAT ID number or other suitable evidence. The data required for the proof must be provided by you completely and truthfully.

(2) Material scope of application. The GCSD shall apply in particular to contracts for the sale and/or delivery of movable goods (“goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB), as well as to the repair of goods sold by us during their use by the purchaser and other services provided by METAVITAL to the purchaser with regard to its use of sold goods. Unless otherwise agreed, the GCSD in the version valid at the time of the order or placement of the order by the purchaser or in any case in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(3) Exclusive validity. Our GTSD shall apply exclusively. Insofar as our goods are software or in cases in which software is pre-installed on goods and sold or supplied by us as part of the goods, the General Terms and Conditions of Use of METAVITAL GmbH [to be found on the METAVITAL website] shall apply in addition to the provisions of these GTCS. Deviating, conflicting or supplementary General Terms and Conditions of the purchaser (“Purchaser GTC”) shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we carry out the delivery or other service to the purchaser without reservation in the knowledge of the purchaser’s General Terms and Conditions.

(4) Priority of individual agreements. Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTSD. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

(5) Formal requirements. Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, remain unaffected.

(6) Legal regulations. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTCS.

(7) Partial nullity. If a provision of these GTCS is or becomes invalid, this shall not affect the validity of the remaining provisions.

§ 2 Specifications; conclusion of contract

(1) Subjective requirements of the customer. Notwithstanding the provisions contained in these GTSD, the subjective requirements regarding the scope and content of each service (“Specifications”) shall be defined between METAVITAL and the purchaser for each contract in detail. As part of the determination of the specifications, the purchaser shall disclose to METAVITAL (a) a complete definition of the expected performance in terms of type, quantity, quality, functionality, compatibility, interoperability and all other relevant characteristics of the goods or other services and (b) all other information essential for the use assumed by the purchaser under the respective contract. Notwithstanding the foregoing, only the subjective requirements agreed between the parties in the specifications shall be binding for the determination of the subject matter of performance.

(2) Specifications for medical devices. If and insofar as the goods are a (used) medical device, the following specifications shall be deemed to have been agreed, unless otherwise agreed in individual cases: (a) the medical device bears the CE marking and an EU Declaration of Conformity has been issued for the product; (b) the medical device has not undergone any significant modification since it was first placed on the market and has not been modified in any way. (b) the medical device has not undergone any significant modification since it was first placed on the market and has not been reprocessed in such a way that it has the character of a new product (normal repairs, maintenance or servicing measures remain unaffected by this); (c) there are no specific indications with regard to the product that the medical device poses a risk to patients, users or third parties; (d) the date until which safe use is demonstrably possible, if necessary or to be specified, has not expired; (e) the maintenance and servicing of the medical device, i.e. in particular the necessary maintenance measures and servicing of the medical device, has not been carried out by the manufacturer. (e) the maintenance and servicing of the medical device, in particular the necessary maintenance measures and repairs within the meaning of Section 7 MPBetreibV, have been carried out regularly in accordance with the applicable legal requirements and the manufacturer’s instructions; (f) safety inspections within the meaning of Section 11 MPBetreibV (STK) or metrological inspections within the meaning of Section 14 MPBetreibV (MTK) of the medical device have been carried out regularly in accordance with the applicable legal requirements and the manufacturer’s instructions.

(3) Offers from METAVITAL. Our offers are subject to change and non-binding. Notwithstanding the above, the purchaser is obliged to check METAVITAL ‘s offer immediately for recognizable errors, ambiguities (in particular with regard to the subjective requirements of the purchaser), incompleteness and unsuitability of the specifications for the use assumed under the contract and to inform METAVITAL immediately of any necessary changes or clarifications to the offer, so that METAVITAL can resubmit an offer that has been corrected with regard to the subjective requirements of the customer, but is nevertheless non-binding.

(4) Samples and specimens. Samples or specimens of delivery items (including drawings, plans, calculations, calculations, references to DIN standards) provided to the purchaser by METAVITAL or by third parties (e.g. sales partners of METAVITAL) prior to the conclusion of the contract shall only be binding instead of the specifications or in addition to the specifications for the contractual quality of a delivery item if METAVITAL expressly informs the purchaser of this when or after providing the sample or specimen; otherwise, such samples or specimens are merely non-binding examples of the contractual quality of a delivery item.

possible specifications. Public statements made by or on behalf of METAVITAL or its suppliers which go beyond the quality specifications laid down in the specifications shall be corrected by the concretizing or contradictory stipulation in the specifications.

(5) Order; conclusion of contract. The order of the goods or the placing of an order for a repair by the Buyer shall be deemed a binding offer of contract. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 30 days of its receipt by us. Acceptance can be declared by METAVITAL either in writing (e.g. by order confirmation) or by delivery of the goods to the purchaser or performance of the repair. The possibility of concluding a contract through concurring written declarations by the purchaser and METAVITAL on the same document remains unaffected by this.

§ 3 Conclusion of contract when using our web store; buyer information

(1) Presentation in the webshop. The presentation of goods and services in our web store does not constitute a legally binding offer, but an invitation to order (invitatio ad offerendum).

(2) Registration; processing of personal data. As a registered user, you can also place orders via our webshop. As a registered user, you do not have to enter your personal data each time, but you can simply log in to your customer account before or during an order with your e-mail address and the password you freely chose when registering. Registration alone does not constitute any obligation to purchase goods offered by us or to conclude contracts for services offered by us. For information on the processing of your data, please read our data protection information, which you can access via the following link[to be found in the footer of the METAVITAL website] . When you register, you choose a personal user name and password. You are obliged to keep the password secret and not to disclose it to third parties, i.e. persons outside your company or persons in your company who are not authorized to represent you. If your personal details change, you are responsible for updating them yourself. All changes can be made online after logging in under “My account”. You can request the deletion of your registration at any time by sending an e-mail to our support team (info@metavital.eu) at any time.

(3) Steps to conclude the contract; correction of input errors. As part of the ordering process, you first place the desired goods or services in the shopping cart. There you can change the desired quantity at any time or remove selected goods or services completely. If you have placed goods or services there, clicking on the “Proceed to checkout” button will take you to a page where you can enter your details and select the shipping and payment method. Finally, an overview page opens where you can check your details. You can correct your input errors (e.g. regarding payment method, dates or the desired quantity) by clicking on “Edit”. If you wish to cancel the order process completely, you can also simply close your browser window.

(4) Binding offer. Only by clicking on the “Order now for a fee” button in the last step of the ordering process do you make a binding offer to purchase or order the goods.

order the goods and/or services displayed in the order overview. Immediately after sending the order, you will receive an order confirmation, but this does not constitute acceptance of your contractual offer. A contract between you and us is concluded as soon as we accept your order and/or order placement by means of a separate e-mail or dispatch the ordered goods or carry out the ordered repair or other service. Please check the SPAM folder of your e-mail inbox regularly.

(5) Contract language. The language provided for the conclusion of the contract is exclusively German. Translations into other languages may be provided for your information only. In the event of contradictions between the German text and the translation, the German text shall take precedence.

(6) Storage of the contract text. The contractual provisions with details of the goods ordered and/or services booked, including these GTCS, will be sent to you by e-mail upon acceptance of the contractual offer or upon notification thereof. We do not store the contractual provisions.

(6) Validity of the general provisions. Unless and insofar as not otherwise stipulated in this § 3 of the GTCS, the general provisions of these GTCS, in particular the provisions of § 2 of the GTCS, shall also apply to contracts concluded using our webshop.

§ 4 Special regulations for medical devices

(1) Compliance with legal regulations. Within their respective sphere of control, the parties shall ensure that the requirements of product liability law, in particular the European Medical Device Regulation (MDR), the Medical Device Law Implementation Act (MPDG) in conjunction with the provisions of the Medical Device Operator Ordinance (MPBetreibV) and the Medical Device User Notification and Information Ordinance (MPAMIV) are complied with.

(2) Training courses. Notwithstanding paragraph 1 above, METAVITAL shall enable the purchaser to participate in training events for instruction in the operation of such goods that are medical devices within the meaning of the relevant statutory provisions. Basic training (for the correct operation of the device) is obligatory for the purchaser, while extended user training is strongly recommended for the routine use of the system. The costs for basic training and extended user training are already included in the purchase price. If, contrary to METAVITAL ‘s recommendation, the purchaser does not take advantage of the extended user training, the purchaser shall not be entitled to a (pro rata) refund or reduction of the purchase price.

(3) Reporting obligations of the buyer. The buyer undertakes to report to us any suspected serious incidents within the meaning of § 3 MPAMIV, insofar as they are connected with the goods sold by us, even if the suspected serious incidents do not at the same time constitute a warranty case. Suspected serious incidents in this sense are those according to § 2 MPAMIV.

(4) Duty to provide information. The parties shall inform each other of recall actions or safety measures as soon as they become aware of them. The purchaser shall comply with requests from METAVITAL regarding the destruction, return or other measures concerning the goods sold by it, insofar as these are in accordance with the MDR, the

MPAMIV and the instructions of the competent authority and the person responsible in accordance with Art. 10 MDR.

§ 5 Delivery, transfer of risk, acceptance, default of acceptance

(1) Terms of delivery. Delivery shall be made in accordance with the individual agreement of the parties (a) by delivery to the purchaser by METAVITAL or (b) at the expense of the purchaser by sale by dispatch to the destination designated by the purchaser. In the cases of (b), shipment shall be made from METAVITAL‘s warehouse, which shall also be the place of performance for the delivery and any subsequent performance. Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

(2) Delivery period. The delivery period shall be agreed individually or specified by us upon acceptance of the order.

(3) Non-availability of the service. If we are unable to meet bindingly agreed delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the Buyer of this without delay and at the same time notify the Buyer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the Buyer. A case of non-availability of the service in this sense is in particular the non-timely self-delivery by our supplier if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in individual cases.

(4) Delay in delivery. The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the Buyer is required. The rights of the Buyer pursuant to § 10 of these GTSD and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

(5) Transfer of risk. The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly to any agreed acceptance. If the Buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

(6) Default of acceptance. If the Buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).

§ 6 Prices and terms of payment; offsetting and rights of retention

(1) Prices. Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory VAT.

(2) Shipping costs. In the case of sale by dispatch (§ 5 para. 1 lit. (b)), the Buyer shall bear the transportation costs ex warehouse and the costs of the transport insurance taken out by us for each shipment. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.

(3) Payment deadline. The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.

(4) Default of payment. The buyer shall be in default upon expiry of the above payment deadline. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default, including the statutory flat-rate default costs. Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

(5) Offsetting; rights of retention. The Buyer shall only be entitled to rights of set-off or retention to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer’s counter-rights shall remain unaffected, in particular pursuant to § 8 para. 6 sentence 2 of these GCSD.

(6) Payment at risk. If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that our claim to the purchase price is jeopardized by the Buyer’s inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

§ 7 Retention of title

(1) Retention of title. We reserve title to the goods sold until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

(2) Prohibited acts. The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties have access to the goods belonging to us (e.g. seizures).

(3) Demand for surrender; withdrawal. If the Buyer acts in breach of contract, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for the return of the goods does not at the same time include the declaration of withdrawal; we are rather entitled to merely demand the return of the goods and reserve the right to withdraw from the contract. If the buyer does not pay the purchase price due, we may only exercise these rights if we have previously set the buyer a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.

§ 8 Claims for defects of the buyer

(1) Statutory warranty rights. The statutory provisions shall apply to the Buyer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below.

(2) Basis of liability for defects. Our liability for defects is based on the agreed specifications, the objective requirements for the goods in question and, where relevant, the installation requirements.

(3) Restrictions on claims for defects. In principle, we are not liable for defects that the buyer is aware of or is grossly negligent in not being aware of when the contract is concluded (§ 442 BGB). Furthermore, the Buyer’s claims for defects presuppose that he has complied with his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). If a defect becomes apparent upon delivery, inspection or at any later point in time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within seven (7) working days from delivery and defects not recognizable during the inspection must be reported in writing within the same period from discovery. If the Buyer fails to carry out the proper inspection and/or report defects, our liability for the defect not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions.

(4) Priority of subsequent performance. If the delivered goods are defective, we may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected. We are entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due. However, the buyer is entitled to retain a reasonable part of the purchase price in proportion to the defect.

(5) Obligations in the context of subsequent performance. The Buyer shall give us the time and opportunity required for the subsequent performance owed, in particular to hand over the defective goods for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective goods to us in accordance with the statutory provisions. Subsequent performance shall not include the removal of the defective goods or the reinstallation of the goods if we were not originally obliged to install them. We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions if a defect actually exists. Otherwise, we may demand compensation from the Buyer for the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the Buyer.

(6) Further claims for defects. If the supplementary performance has failed or a reasonable deadline to be set by the buyer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.

(7) Compensation for damages; reimbursement of expenses. Claims of the Buyer for damages or reimbursement of futile expenses shall only exist in accordance with § 10, even in the case of defects, and are otherwise excluded.

§ 9 Guarantees of the seller

(1) Express warranty. Insofar as METAVITAL expressly makes a guarantee promise to the purchaser in a contract for the purchase of a specific product, the following provisions shall apply to this durability guarantee (§ 443 para. 2 BGB), subject to a deviating agreement in individual cases. Warranty claims of the Buyer in accordance with § 8 of these GTSD shall remain unaffected by this.

(2) Scope of the warranty. METAVITAL warrants that goods delivered under warranty will be free from defects in material or workmanship for a period of two years from the date of transfer of risk pursuant to § 5 (“Warranty Period”). METAVITAL shall, at its option, remedy any defects in material or workmanship of the goods in question (“Warranty Defects”) occurring within the Warranty Period by repair or delivery of new or refurbished parts within a reasonable period of time and partially free of charge (“Warranty Services”).

(3) Warranty services. METAVITAL shall provide the purchaser with spare parts or necessary software updates free of charge in the event of warranty claims. Necessary service work for error analysis and correction (whether remote or at the place of use of the goods) within the scope of warranty services as well as costs for the arrival and departure of technicians, collection of defective goods and the delivery of replacement devices are not free of charge, but will be charged by METAVITAL according to actual occurrence. The agreed remuneration and cost rates shall apply; in the absence of a corresponding agreement, the purchaser shall pay a reasonable remuneration or reimburse costs to a reasonable extent. Other claims of the purchaser against METAVITAL, in particular for damages due to loss of profit, are not covered by the purchaser’s warranty claims.

(4) Exceptions. Warranty claims of the purchaser shall not exist for damage arising after the transfer of risk as a result of faulty or negligent handling, excessive use, unsuitable equipment or due to special external influences which are not provided for in the contract. Warranty claims of the purchaser are also excluded if the goods have characteristics that indicate repairs or other interventions by workshops not authorized by METAVITAL, if accessories not authorized by METAVITAL have been installed in the goods by the purchaser or at the purchaser’s instigation, or if the serial number of the goods has been removed or made unrecognizable.

(5) Claims under warranty. Claims of the purchaser for warranty services can only be asserted against METAVITAL upon presentation of the original invoice with the date of purchase within a preclusion period of two months after the occurrence of the warranty damage or, in the case of defects that are not immediately recognizable, within two months after their discovery. The warranty shall apply to the extent specified above, for the warranty period and under the other conditions specified above (including presentation of proof of purchase in the event of resale) also to any subsequent future owner of the goods resident in the purchaser’s country of domicile.

§ 10 Other liability

(1) Legal liability. Unless otherwise stated in these GTCS, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) Scope of liability. We shall be liable for damages – irrespective of the legal grounds – within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty), (a) for damages resulting from injury to life, limb or health or (b) for damages resulting from the breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in the case of letter (b), however, our liability shall be limited to compensation for foreseeable, typically occurring damage.

(3) Scope of the limitation of liability. The limitations of liability resulting from paragraph 2 shall also apply to third parties and to breaches of duty by persons (including in their favor) whose fault we are responsible for in accordance with statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the buyer under the Product Liability Act.

(4) Withdrawal; termination. The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the buyer (in particular in accordance with §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

§ 11 Statute of limitations

(1) Limitation period. Notwithstanding § 438 Para. 1 No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

(2) Scope of the shortened limitation period. The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. The Buyer’s claims for damages pursuant to § 10 para. 2 sentence 1 and sentence 2 letter (a) as well as pursuant to the Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods.

§ 12 Special provisions for services and repair orders

The provisions of these AVSB shall apply to services and repair orders, unless otherwise stipulated in this § 12.

(1) Processing of guarantee/warranty claims. If a guarantee or warranty case exists, service or repair work shall be carried out free of charge for you on the basis of these GCSD. In these cases, METAVITAL shall bear any costs incurred for shipping and insurance as well as warranty work and spare parts as described in §§ 8, 9.

(2) Conclusion of contract for individual service contracts and repair orders. Insofar as the service or repair work is not a guarantee or warranty case within the meaning of § 9 para. 1 of these GTCS and insofar as you have not concluded a service contract with METAVITAL with a

If you have concluded a contract for individual services or the repair of the device to be repaired on the basis of a service or repair order in accordance with § 2 para. 5 of these GCS. If you report a guarantee or warranty case, but METAVITAL does not consider the reported faults to be a guarantee or warranty case in whole or in part, METAVITAL will first send you an offer for the services or repair work not covered by a guarantee or warranty; in these cases, a contract for the services or repair order is only concluded upon your acceptance of this offer; guarantee or warranty work recognized by METAVITAL remains unaffected by this.

(3) Service fees; repair costs. Unless otherwise agreed, service or repair work shall be invoiced on the basis of the actual and proven time and material expenditure. METAVITAL shall invoice the services or repair work at an hourly rate of EUR 105; invoicing shall be based on 6-minute intervals. Other costs shall be invoiced in accordance with the following provisions.

(4) Cost estimate for repair orders. In the case of repair orders, you also have the option of requesting a cost estimate for the repair work before placing the order. You can also specify that METAVITAL should only provide you with a cost estimate if the expected repair costs exceed a certain amount. In these cases, METAVITAL will estimate the expected time and material costs for the repair order in advance, and a repair order will only come into effect when you place the order. If it turns out after the order has been placed that the actual repair costs are higher than estimated in advance, you will be notified by telephone before the repair work begins.

(5) Shipping costs. The costs for shipping and insurance of the devices to be repaired to METAVITAL shall be borne by you. You will be invoiced separately for the costs of the return shipment.

(6) Transport damage. You are obliged to pack devices sent to METAVITAL for repair appropriately so that the risk of transport damage is minimized. We recommend that you take out transport insurance for the devices sent in for repair. METAVITAL will document any transport damage detected upon receipt of the devices sent in for repair and inform you immediately about the type and extent of such transport damage and the possibilities of repair by METAVITAL. You may also have the option of commissioning METAVITAL to repair the transportation damage. The provisions of this repair order shall apply accordingly. When returning repaired devices, METAVITAL shall take appropriate precautions against damage during transportation; notwithstanding this, the GTC shall apply accordingly to the assumption of risk upon return.

(7) Spare parts: It may happen that certain components required for the repair are no longer available and we have to resort to other spare parts. These spare parts have the same functionality but can significantly change the design of your device. In such cases, you have the option of selecting the corresponding option at the end of the repair order to arrange a preliminary discussion with our technical support team. If you select this option, we will only install spare parts that significantly change the design of your device with your consent.

(8) Repair time. We will process repair orders as quickly as possible, but in any case within a reasonable period of time. We cannot make a binding promise in advance about the expected repair time. Any information provided to you regarding the expected repair time is a non-binding estimate, unless expressly stated otherwise. This is due to the fact that delays may occur if a manufacturer is unable to deliver a spare part immediately. If such delivery difficulties or other circumstances lead to considerable delays in the repair time, we will inform you of this. In all other respects, § 5 of these AVSB shall apply accordingly.

(9) Liability. In addition to § 10 of these GTCS, the following shall apply: METAVITAL shall only be liable for the loss, destruction or alteration of data stored on the devices supported by METAVITAL within the scope of services or to be repaired within the scope of repair orders to the extent that would have occurred if the data had been properly backed up before access was granted or the devices to be repaired were sent to METAVITAL; this shall not apply if and to the extent that METAVITAL has taken over the data backup for you in accordance with the service or repair order.

(10) Place of fulfillment. The place of performance for all services and repair orders shall be the registered office of METAVITAL, unless the nature of the matter dictates a different place of performance (e.g. if the service is provided on site at your premises).

(11) Order processing. If you grant METAVITAL access to your METAVITAL system within the scope of services and if personal data is stored on the device you have sent for repair, there is a legal obligation to conclude an order processing agreement. The METAVITAL order processing agreement is available on the METAVITAL website and must be signed by you and us in these cases.

§ 13 Choice of law and place of jurisdiction

(1) Choice of law. These GCSD and the contractual relationship between us and the Buyer shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods, and any provisions of German law which refer to the application of another legal system.

(2) Place of jurisdiction. If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Hamburg. The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases we shall also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTSD or an overriding individual agreement or at the Buyer’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.