General Terms and Conditions of Business

General Terms and Conditions of Purchase

General Terms and Conditions of Purchase of the Vital convenience vc GmbH

The following terms and conditions apply to all orders and other contracts concerning the use of deliveries and services by Vital convenience vc GmbH. The relationship between the supplier and Vital convenience vc GmbH is governed exclusively by these General Terms and Conditions of Purchase. However, the terms of purchase shall not apply to investment goods, building services and service contracts.

I. Primacy

The terms of purchase of Vital convenience vc GmbH apply exclusively. Other terms and conditions will not become business contents even if Vital convenience GmbH does not explicitly object to these, unless the conflicting conditions are expressly designated as binding in writing by Vital convenience vc GmbH. The terms of purchase of Vital convenience GmbH shall also apply if Vital convenience GmbH, in knowledge of opposing terms and conditions or terms and conditions which deviate from those of Vital convenience GmbH accepts the delivery/service of the supplier without reservation. Neither an omitted objection nor payment or acceptance of goods constitutes an acceptance of the purchaser’s or any third-parties terms of business.

II. Order / Acceptance of offer

(1) Orders, modifications of orders and the acceptance of offers (hereinafter consistently referred to in brief as “orders”) of the supplier require a written form in order to be effective. Agreements made orally or by telephone shall only be valid if confirmed in writing. The same applies to oral collateral agreements and amendments to the contract. Furthermore, orders only become effective if they indicate an order number of Vital convenience GmbH.

(2) All orders of Vital convenience GmbH are to be confirmed by the supplier in writing. Vital convenience GmbH is only bound to the order if the order confirmation is received within one week from the date of order.

III. Deadlines / Default

(1) The deadlines specified in the purchase order / in the offer are binding. Decisive for the observance of the delivery date or the delivery deadline is the receipt of the goods at the place of receipt or use stated by Vital convenience GmbH.
(2) As soon as the supplier can assume that he cannot satisfy his contractual obligation in full or in part he must inform Vital convenience GmbH hereof immediately by stating the reasons and the expected duration of the delay in writing. If the supplier fails to give this notification he cannot refer to this impediment towards Vital convenience GmbH either in the event of the existence of force majeure or other circumstances for which he is not responsible. Under no circumstances shall the agreed deadline alter as a result of the notification of a foreseeable delay.

(3) Should the seller fail to effect delivery within the agreed period, then Vital convenience GmbH shall be entitled to the statutory claims, above all the right to delivery and possible damages. In particular in the event of given statutory prerequisites Vital convenience GmbH is entitled to demand compensation for damages instead of service and/or cancellation after the unsuccessful expiry of a reasonable deadline.

IV. Reservation of Title

(1) If the ordered goods are delivered under reservation of title Vital convenience GmbH is nevertheless entitled to use, process and/or resell the reserved goods in the scope of ordinary business activities.
(2) Insofar as Vital convenience GmbH provides parts to the supplier Vital convenience GmbH shall reserve the right to the ownership hereto. Processing or conversion by the supplier will be carried out for Vital convenience GmbH. If these reserved goods are processed with other objects which do not belong to Vital convenience GmbH then Vital convenience GmbH shall acquire the co-ownership to the new object in the ratio of Vital convenience GmbH’s goods value (purchase price plus VAT) to the other processed objects at the time of the processing.

(3) If the object provided by Vital convenience GmbH is inseparably mixed with other objects which do not belong to Vital convenience GmbH then Vital convenience GmbH shall acquire the co-ownership to the new object in the ratio of the value of the reserved object (purchase price plus VAT) to the other

mixed objects at the time of the mixing. If the mixing is carried out in a way which leads to the fact of the supplier’s good being seen as the main object then it is deemed as agreed that the supplier assigns Vital convenience GmbH pro rata co-ownership; the supplier shall keep the sole ownership or co-ownership in safekeeping for Vital convenience GmbH.

V. Warranty/Notification of defects and Liability

(1) The supplier shall assume warranty for the fact that the delivered object or the provided service with the passing of risk or in the event of a contract for work and services do not feature any defects which impair their value or usability at the time of the acceptance, have the agreed or guaranteed condition, are suitable for the use presumed according to the contract, comply with the generally recognised regulations of technology, the relevant legal provisions and the regulations and directives of authorities, trade associations and specialist federations.

(2) In case of defectiveness Vital convenience GmbH shall be entitled to the statutory warranty claims in full.
(3) All necessary expenses for the supplementary performance are to be borne by the supplier including those which are due to the fact that the delivered object or the provided service were transported to another location than the place of performance. The claim also comprises the costs for the dismantling of the faulty delivered object or the faulty other service and for the installation of a faultless object delivered or a faultless other service.

(4) If the supplier has assumed a guarantee for the condition or durability of the delivered object Vital convenience GmbH may additionally also assert claims from the guarantee.
(5) The deadline for examination and notice of defects in business transactions shall in all cases only begin to apply when the goods have been received by Vital convenience GmbH and according to the conditions of a proper business flow these measures are to begin. A complaint within 5 workdays from discovery of a defect is in any case deemed as immediately and therefore on time.

(6) The warranty period amounts to 3 years from passing of risk, in the case of a contract for work and services from acceptance. If statutory provisions provide for longer warranty periods these shall apply.

(7) The supplier indemnifies Vital convenience GmbH from claims based on product liability in tort or the Product Liability Act and other national laws governing the implementation of the European Product Liability Directive insofar as the supplier or its components supplier caused the product fault which led to the liability. Within the framework of its liability for damaging events within the meaning of this paragraph the supplier is also obliged to reimburse possible expenses according to §§ 683, 670 and according to §§ 830, 840, 426, 254 BGB (Civil Code) which arise from or in connection with a recall action carried out by Vital convenience GmbH according to its obligations or public warning. The same applies if the recall action or public warning is carried out by a customer of Vital convenience GmbH. Vital convenience GmbH shall inform the supplier – as far as practicable and reasonable – about the contents and scope of the executed recall measures and give the supplier the opportunity to make a statement. This shall have no effect on all other applicable statutory claims.

(8) Furthermore, the supplier must pay a reasonable conventional penalty which is to be fixed by Vital convenience GmbH if the supplier is responsible for a defect in the product. This conventional penalty is deemed reasonable if Vital convenience GmbH sufficiently takes into account for the assessment the significance of the breached duty, the suffered and the potentially possible disadvantage of Vital convenience GmbH and the degree of the supplier’s responsibility. The assertion of a claim for damages, against which however the conventional penalty is offset, remains unaffected.

VI. Shipping Terms / Passing of risk

If not otherwise agreed, all deliveries are made DDP according to Incoterms 2010 incl. transport insurance.

The delivery address is:
Vital convenience GmbH
Luxemburger Str. 3
D - 41812 Erkelenz
Germany

VII. Invoices and Payments

The invoice address is:
Vital convenience GmbH
Luxemburger Str. 3
D - 41812 Erkelenz
Germany

(1) The price stated in the order is binding. Subsequent price increases are excluded. The individual price is shown net in the order. The total price does not include the applicable rate of value added tax. (2) In principal, invoices are to be addressed separately from the goods to the department Finances and Accounting. They may not be enclosed with the goods shipment. The invoice copy is to be clearly marked as such. The order or release order, item, material and supplier number of Vital convenience GmbH are to be stated on each invoice.

(3) The deadline for the payment of the invoice shall begin with the receipt of a proper, verifiable invoice (date of the receipt stamp – not invoice date!) or the working day following the take-over of the goods or service – depending on which date is the latest. Invoices which feature defects or faults do not substantiate any due date and can be sent back by Vital convenience GmbH at all times. In the latter case the due date is only substantiated with the receipt of the corrected invoice. Missing delivery documents, receipt at another place than the one stated, incomplete details or faults will delay the applicability of the payment deadline by so many days as are necessary to correct the defects, which are caused by the supplier. Payments do not mean any recognition of the delivery or service as being according to contract.
(4) Unless otherwise agreed the payment will be made within 30 days with deduction of cash discount of 1% for payment within 14 days.

VIII. Documents, Models

All drawings, models and other documents, which are handed over to the supplier for production of the delivered object, may not be used for other purposes or made accessible to third parties just as the documents produced by the supplier according to the special information of Vital convenience GmbH without the explicit consent of Vital convenience GmbH and shall remain the property of Vital convenience GmbH. Upon request they are to be handed over to Vital convenience GmbH together with all copies and reproductions immediately. The same shall also apply if no contract is concluded. The supplier must consider the order and all thus associated questions and work as business secrets and accordingly treat these in strict confidence. The supplier shall be liable for all damages suffered by Vital convenience GmbH arising from the non-observance of this obligation.

IX. Advertising

Without the explicit prior written consent of Vital convenience GmbH the supplier is not permitted to refer to the existing business relationship in its advertising. The same applies to corresponding references made on exhibitions and trade fairs.

X. Miscellaneous

(1) The exclusive place of jurisdiction is Erkelenz, in case the supplier is a merchant, legal entity under public law or separate funds under public law or has no general place of jurisdiction in Germany. The language in the proceedings is German.
(2) The place of performance for payment is Erkelenz. The place of performance for delivery, service and the fulfilment of warranty claims is the respective stipulated place of destination.
(3) Secrecy is to be maintained concerning all business and operational processes, equipment and business relations even after termination of the cooperation. If the supplier culpably breaches this obligation a conventional penalty shall be due for the benefit of Vital convenience GmbH the amount
of which Vital convenience GmbH has to decide at its reasonable discretion by taking into account all circumstances of the individual case. The decision about the corresponding amount is entirely amenable to judicial review. The contractual penalty is to be offset against possible claims for compensation.
(4) The supplier shall inform Vital convenience GmbH about changes to the contract data immediately. Furthermore, the supplier shall immediately inform of any alteration in the object of delivery or service, in particular with regard to the quality, which are due to production or become necessary owing to a change to statutory or official regulations.

IX. Governing law

This contract is exclusively subject to the law of the Federal Republic of Germany under the exclusion of the UN Convention on contracts for the International Sale of Goods (CISG).

Status: September 2012