1.) General
1.1) These General Terms and Conditions shall apply to all current and future business relationships between VCxray and the Buyer. Any other terms and conditions, in particular general purchasing terms and conditions of the Buyer shall not apply, even if VCxray should not explicitly object to them.
1.2) By placing the order, the Buyer acknowledges the applicability of these General Terms and Conditions.
1.3) Under the definitions of these General Terms and Conditions, Buyers shall be all legal or natural entities or legally competent partnerships VCxray enters into business relationships with and who exercise their rights as professional commercial or independent entrepreneurs.

2.) Quotations and Orders
2.1) Quotations submitted by VCxray shall be subject to change unless their binding applicability has been confirmed in writing. The right to make technical modifications within a reasonable scope shall be expressly reserved.
2.2) For the results of any contractual negotiations between the Parties, any agreements made verbally over the phone or any other covenants, in particular changes to orders to be effective, same shall be subject to written agreements made between both parties and if they deviate from the original purchase agreement, they shall be subject to a written confirmation of amendments.
2.3) Orders the Buyer places with VCxray shall not be legally binding until they have been confirmed in writing by the executive management of VCxray.
2.4) Written order confirmations shall be replaced by the invoice if the order should be promptly fulfilled.
2.5) These General Terms and Conditions shall be integral components of every VCxray quotation.
2.6) Principally, as a matter of law, VCxray shall not extend any warranties to the Buyer. This shall be without prejudice to manufacturers’ warranties. Guarantees pertaining to the condition of the product shall become integral components of the Agreement only if they have been expressly confirmed in writing.
2.7) The Agreement shall be made subject to the reservation of true and timely delivery by VCxray suppliers. The above shall apply only in the event that VCxray is not responsible for the failure to deliver and in particular in the event that a congruent coverage transaction has been arranged with a supplier.

3.) Prices
3.1) Quoted purchase prices shall be binding.
3.2) All prices are quoted in EUR and shall be subject to the addition of value added tax at the rate in effect at the time the invoice issued plus any other statutory fees due for deliveries. The shipping costs ex Lübeck and packaging are not included in the purchase price and shall be billed separately.

4.) Shipment And Transfer of Risk
4.1) The shipment shall be dispatched for Buyer’s account and risk.
VCxray shall obtain transportation insurance coverage up to the handover destination designated by the Buyer for a coverage amount equivalent to the purchase price. The premium shall be billed, unless the customer excludes it by writing.
4.2) VCxray shall have the right to make partial deliveries.

5.) Payment Terms
5.1) Payments shall be due within 30 days after the date of invoice and
delivery, net, without any deductions. Upon expiration of the payment
term, Buyer shall be in default of payment.
For the period of default, Buyer shall incur late payment interest at the rate of 8 % above the prime interest rate.
5.2) Payments made shall first be set off against the oldest debt due plus any related late payment interest and litigation fees and last as payments against the purchase price.
5.3) Bank drafts shall not be accepted for payment.
5.4) In the event that Buyer should fail to meet Buyer’s payment obligations and / or any other obligations pursuant to these General Terms and Conditions, or if Buyer should suspend the making of payments or if Buyer’s assets or the assets of Buyer’s statutory representatives should become the target of an initiated bankruptcy proceeding, the entire remaining debt shall be due for immediate payment. In this case VCxray shall have the right to rescind from all remaining contracts and seize previously shipped merchandise under title retention and to demand reimbursement of all costs incurred that are originally affiliated with the rescission (e.g. return transportation costs, value reduction).
5.5) Any right to withhold against the entitlement to payment on the grounds of entitlements that are not directly affiliated with the delivered item shall be excluded. The offsetting of claims against the purchase price payable shall be possible only if those claims have been found legally final by a court of law or have been accepted by VCxray.

6.) Title Retention, Attachment and Assignment
6.1) VCxray shall retain title to all merchandise delivered until all of Buyer’s accounts payable from the current business relationship have been paid.
6.2) The Buyer shall undertake to treat the goods provided with care and in particular, shall refrain from making any modifications that have not been authorized. If maintenance should be necessary (hardware), Buyer shall have those performed at Buyer’s own expense.
6.3) Until title for the goods delivered to the Buyer by VCxray has transferred to the Buyer, Buyer shall neither be authorized to attach nor assign such goods to any third parties as collateral. If the goods should be attached or seized, Buyer shall undertake to promptly notify VCxray and to absorb any and all costs arising in connection with the release of the goods. Buyer’s right to sell the goods delivered by VCxray shall end as soon as the Buyer is in default of payment or if the Buyer should become insolvent. In these cases, Buyer shall have the right to make dispositions related to the goods only subject to VCxray written consent.
Buyer shall promptly notify VCxray of any change of proprietorship of the goods or Buyer’s change of domicile. The same shall apply to any damage to or the destruction of the goods.
6.4) In the event that Buyer should act in violation of the Agreement, in particular in the event of default of payment or the breach of a duty pursuant to Sect. 6.3, VCxray shall have the right to rescind from the Agreement and demand the return of the goods.

7.) Delivery Times
7.1) Given that VCxray is not the actual manufacturer of the components it uses in its systems, VCxray is in a position to specify delivery times only for goods in stock. Moreover, all delivery times quoted shall be anticipated delivery times without any commitment, such as a fixed delivery date. VCxray shall undertake to communicate any expected delays in the delivery dates in writing as soon as possible.
7.2) If an estimated anticipated delivery date should be delayed in such a manner that it is untenable for the Buyer, the Buyer shall have the right to set a reasonable remedial period for VCxray that comprises a minimum of four weeks. Upon unsuccessful expiration of this remedial period, the Buyer shall have the right to rescind from the Agreement as a whole or in part. Any further claims shall be excluded, including claims for damages due to non-fulfillment, unless a statutory representative or agent of VCxray has verifiably committed an act of intent or gross neglect.
7.3) The anticipated original delivery time contemplated in writing in the Purchase Agreement shall be reasonably extended in the event of operational issues, strike, lockout, non-delivery from suppliers, etc., which are beyond VCxray control.
7.4.) If the parties have agreed upon specific delivery times, compliance with these shall be contingent upon the Buyer meeting any participation obligations in due time. If VCxray should make adaptations to programs to meet the Buyer’s wishes or individual program customizations, only written wishes and requests made by the Buyer shall be binding upon VCxray. Any interfaces shall be disclosed.

8.) Cancelation of Orders
8.1) If the Customer should cancel orders in full or in part and fail to meet Customer’s acceptance obligations, VCxray shall have the right to demand lump sum damage compensation. The Buyer shall have the right to document that no damages or much lower damages than the lump sum demanded have been incurred.
8.2) Items to be delivered that have already been produced at the time of Buyer’s rescission from the Agreement shall be subject to full payment of the purchase price by the Buyer. For any products not yet manufactured at the time of cancelation, Buyer shall owe VCxray a lump sum reimbursement of 60% of the purchase price if the cancelation notice was given within a time period of 30 days prior to the anticipated delivery date. In all other cases, the Buyer shall owe VCxray a lump sum compensation amount of 40% of the purchase price.
8.3) If the item to be delivered comprises development services, the hours already worked shall be reimbursed based on the applicable per hour rate.

9.) Warranty (Hardware)
9.1) VCxray warrants that the delivered goods do not contain any materials or processing errors that would eliminate or impair the value or suitability of the goods for their usual or contractually agreed upon utilization. The right to file claims under the warranty shall be contingent upon the deficiencies not having been caused by improper use or excessive use.
9.2) The warranty period shall be one year as of the date of receipt of the goods by the Buyer.
9.3) Transportation damages or short shipments shall be reported in writing within 8 days after the receipt of the goods; failure to do so shall result in the forfeiture of the right to file claims.
The timely sending of the claim shall suffice to ensure its timeliness.
The burden of proof shall be on the Buyer for all claim contingencies,
In particular for the defect as such, the time the defect was detected and the timeliness of the claim of deficiency.
9.4) In the event of a justified claim for deficiencies, VCrxay shall have the right to decide at its discretion whether it shall take corrective action or deliver a replacement; depending on the defect this may also apply multiple times. If the corrective action should fail, the Buyer shall have the right to demand reduction or the rescission of the Agreement. However, in the event of a minimal violation of the Agreement, in particular if the defects are only minor, the Buyer shall not be entitled to rescission.
9.5) The corrective action shall be taken on the company premises of
VCxray.
9.6) VCxray shall not assume any warranties for defects in the purchased object caused by accidents, improper use, negligence, modifications, improper installation, repairs or improper testing measures by the Buyer or Buyer’s agents.
9.7) Buyer’s claims for damages based on a defect shall be subject to a statute of limitations of one year after the delivery of the goods. This shall not apply if the user may be cited for maliciousness.

10.) Warranty (Software)
10.1) If the software developed by VCxray should not be compatible with the use contemplated in the Agreement and if a complaint for deviations is filed, VCxray shall undertake to take complimentary remedial action within 12 months.
10.2) Deviations that result in the creation of products that are market novelties shall not be considered defects. The Buyer shall be entitled to software services and updates only if a farther-reaching Agreement covering these services has been signed.
10.3) Damage compensation entitlements based on defects shall be subject to a statute of limitations of one year after receipt of the goods (program). The above shall not apply if the user may be cited for maliciousness.

11.) Installation
11.1) If VCxray should perform an installation at the Buyer’s end, or upon Buyer’s commissioning at a different location, all customer-end requirements shall be put in place prior to the delivery date (e.g. cable laying, telephone lines, construction work). Any added costs incurred as a result of the fact that this work was not performed in due time or not performed adequately, shall be absorbed by the Buyer.
11.2) If special protective gear should be required at the installation location (e.g. helmet, safety shoes), the Buyer shall provide this equipment.
11.3) If special medical precautions should have to be taken at the installation site, the Buyer shall disclose this fact in writing already at the time the Agreement is executed.
11.4) If special certifications, visas and work permits should be required at the installation site, the Buyer shall disclose this fact in writing at the time of placing the order.
11.5) The costs of 11.3 and 11.4 shall be absorbed by the Buyer.

12.) Copyrights
VCxray’s drafts and quotations shall be protected by applicable copyright laws. They must not be duplicated or made available to any third parties. Any sharing of these documents shall be subject to VCxray’s prior written consent in all cases.
12.1) VCxray shall transfer to the Principal any copyrights or intellectual property rights only to the extent that this is necessary for the use of the work compiled by VCxray.

13.) Liability
13.1) VCxray , its executive management and its workforce shall assume liability within the scope of § 280 BGB (German Civil Code, Breach of Obligations Arising from a Contract), for acts of default, impossibility, illegal acts or any other legal grounds only in the event that those acts were committed intentionally or as a result of gross negligence. In the event of culpable damages causing the loss of life, physical injury or health damages, or the culpable breach of cardinal contractual obligations (core contractual obligations) or in the event of malicious deceit or replacement entitlements pursuant to § 437 Section 2 BGB, liability shall be assumed within the scope of the statutory provisions.
In the event of breach of cardinal obligations (important obligations the proper fulfillment of the Agreement is actually contingent upon and in the fulfillment of which customers may regularly have confidence in), liability shall be limited to the typical foreseeable damages.
In the event of default, commercial clients shall have the right to rescind from the Agreement in lieu of filing a claim for compensation of damages.
13.2) In the event of data loss, liability shall be assumed only if the Buyer has backed up the databases on a regular basis – verifiably at least once a day. Liability for data losses shall be limited to the recovery value in the event that a back-up copy does exist, with the exception of cases where data losses have been caused as a result of intentional or grossly negligent acts of VCxray or its employees. In all other cases, with the exception of intent or gross neglect, liability shall principally be excluded.
13.3) This shall be without prejudice to VCxray’s scope of liability according to the product liability act.
13.4) The above provisions represent the complete scope of liability of VCxray, its executive management and its employees.

14.) Final Provisions
14.1) This Agreement shall be governed by the laws of the Federal Republic of Germany. The provisions of the UN Convention on the International Sale of Goods (CSIG) shall not apply.
14.2) The place of jurisdiction and fulfillment for all disputes arising from the contractual relationship shall be Lübeck, if permitted by law. The same shall apply in the event that the Buyer does not have a general place of jurisdiction in Germany or a German place of residence or if the common place of dwelling should be unknown at the time a lawsuit is brought against the Buyer.
14.3) German law shall exclusively apply.

15.) Miscellaneous
15.1) If Buyer should fail to meet the obligations arising from the Purchase Contract, VCxray shall have the option to refuse to perform any further deliveries, any further claiming of other rights notwithstanding.
15.2) If one of the provisions of these General Terms and Conditions is declared ineffective by a court of law in full or in part, this shall not affect the validity of the remaining provisions. The entirely or partially ineffective provision shall be deemed to have been superseded by a provision that meets the content of the provisions that has been rendered ineffective as closely as possible as far as the business result is concerned and that accommodates the rights of the Parties involved.

1.) General
The following conditions of purchase apply for all orders as well as frame agreements for deliveries and the service of the distributor. At the same time, these conditions apply exclusively. Deviating conditions of sale of the distributor are hereby explicitly contradicted. An acceptance of any other terms of sale also does not happen by silence or goods acceptance.

2.) Quotations and Orders
Orders are usually made in written form and are transmitted via E-Mail. Alternatively, orders are placed using electronic data exchange via online shops.
One-time orders are valid without handwritten signature. Framework contracts as well as orders over the value of 50.000,-€ are only valid by signature of an authorized to sign person. All specifications, norms and conditions listed in the order are binding components of the order.
2.1) Order Confirmations
The supplier is committed to accord a written order confirmation to VCxray within 36 hours, preferably via E-Mail to purchasing@visiconsult.de. Besides the valid price for VCxray this confirmation must contain the scheduled date of delivery as well as the terms of payment and delivery. In case of discrepancies, the contract is considered pending ineffective, and we reserve the right of cancellation even after the receipt of the goods.
2.2) Frame agreements
Frame agreements serve to set specifications, qualities, ordered quantities as well as prices for a defined period of time.
2.2.1) Release orders
Calls are made in written form via E-Mail by reference to the frame order number. Additionally, each call is assigned to a project number, which must be mentioned on all further documents, to make an allocation possible. If previously agreed upon a fixed delivery date, the goods must reach the VCxray facility on that date.
2.2.2) Technical changes
We reserve the right for technical changes during the frame time. The distributor is obliged to implement these promptly; already issued recalls remain hereof unaffected.
2.2.3) Price adjustments
So long as technical changes have impacts on the pricing situation of the position, both sides reserve the right to renegotiate the agreed price and to revise the present frame agreement under the acquisition of the remaining open quantity at this time.
2.2.4) Commitment of taking
Beginning with the first delivery, a binding runtime of the frame agreement will be arranged. As long as there is a residual amount to be deducted after the expiration of the runtime, a connecting frame will be issued or the dispatch within twelve months will be scheduled.

3.) Change of the object of delivery
If VCxray requires a change of the object of delivery, the supplier immediately has to inform about possible date and price effects and must prove these on request.

4.) Delivery obligation for spare parts
For goods which will be part of our products, the distributor is obligated to deliver spare parts at reasonable market rates for a time of 10 years after termination of production of the affected product.

5.) Force majeure
We are entitled to withdrawal orders, if a production interruption occurs due to inevitable events (force majeure). Apart from that, the payment date will be extended in accordance with the duration of the delay in case of all involuntary impediments of acceptance.

6.) Delivery time
Agreed delivery dates and deadlines are binding. In case of delays, the supplier is in default without notice. The supplier has to inform us immediately about conceivable delays in delivery. Legal rights, especially for the replacement of a damage caused by the delay, as well as delay compensations will be claimed. Additional costs, especially in case of necessary cover purchases, have to be paid by the supplier. A waiver of any claims doesn’t occur by accepting of the delayed delivery.

7.) Deliveries
Individually agreed delivery conditions apply. As long as not agreed differently, deliveries including appropriate packaging and insurance are made at the supplier’s expense. In all written documents related to the order, the supplier must declare the order and project number. Partial deliveries require our approval and are to be marked as such in the shipping documents. Unless otherwise agreed, deliveries to other delivery addresses must be made neutrally without mention of prices or other sensitive data. In addition, the supplier is obligated to send us a dispatch advice as well as a proof of delivery on request.

8.) Information and documents for foreign trade
With dispatch of the goods, the supplier is obligated to provide the following foreign trade data on request:

• Customs tariff number (HS code) for the classifications of goods in the trade statistics
• Country of origin
• Classification and labeling of goods subject to export control
• Certificate of origin or proof of preference

9.) Invoice and payment
Individually agreed conditions of payment apply. We reserve the right to pay invoices with immediate due-date within seven working days from goods receipt. In case of a defective or incomplete delivery, the term of payment begins only after receipt of the proper, complete product. The agreed right to discount deduction remains unaffected by this delay caused by the supplier. Invoices must be send by mail or via E-Mail to purchasing@visiconsult.de. In order to enable assignment as well as examination of these, the supplier must state the order number, the buyer, the project number and delivery note number on the invoice. Should we inadvertently make an overpayment or double payment, the supplier is obligated to notify us about this immediately upon notification and to transfer the overpaid amount back to us. A settlement of open invoices requires individual approval. A statute of limitation of this repayment is excluded.

10.) Liability for defects
Goods must be free of material defects or legal deficiencies. As long as no divergent agreements are made in written form, possible claims of defects become time-barred 24 months following receipt of goods. Furthermore, the applicable legal norms apply. If the supplier is unable or not willing to render the supplementary performance after notification of defects, we reserve the right to remedy the defect by ourselves or through a third party. Any cover purchases to avoid harms may be made by VCxray and the supplier may be charged for the replacement of the necessary costs and expenses. Further possible claims can be enforced.

11.) Quality assurance, Product safety
Prior to delivery, the supplier has to inform us if any changes to materials, procedures or other measures decisive to the quality of the product have been made. Otherwise the quality claims according to samplings and/or prior deliveries apply. Changes to agreed specifications require our written consent. A full documentation of the product life cycle has to be delivered on request. This documentation must document drawing revisions, supplier changes, parts from suppliers and test methods as well as other, essential product changes.

12.) Product liability, Product recall
In accordance with clause no. 10, the supplier must bear the resulting costs and expenses of VCxray for any claims by our customers or third parties insofar as the damage is caused by a defect in the goods. In this case, the supplier must pay all costs and expenses, including possible legal costs. In case of safety related defects, a recall may potentially be necessary. In this case, too, the supplier pays all costs and expenses of the recall. As far as possible, we will carry out the content and scope of such a recall in coordination with the supplier. Furthermore, the legal norms in its valid version applies.

13.) Substances in Products

The supplier assures that he complies with the requirements of the EU Chemicals Ordinance REACH (Regulation (EC) No. 1907/2006 of 30.12.2006) in its currently valid version – hereinafter referred to as the REACH regulation – and in particular that the substances have been registered. We are exempted from the obligation to obtain approval under the REACH regulation for a delivery item delivered by the supplier.

The supplier assures to comply with the standards of the following regulations and not to deliver any goods that contain substances according to this:

• Attachment 1 to 9 of the REACH regulation
• Council Decision 2006/507/EC (Stockholm Convention on Persistent Organic Pollutants)
• EC regulation 1005/2009 on ozone depleting substances
• The Global Automotive Declarable Substance List (GADSL)
• RoHS (2002/95/EC)
• EU regulation 765/2008 CE Standards

Should the goods contain substances listed on the so-called „Candidate List of Substances of very High Concern“ („SVHC-List“) according to REACH, the supplier is obligated to inform us about this immediately. This also applies in any case of current deliveries; previously unlisted substances are included in this list. The current list is available here:

echa.europa.eu/chem_data/authorisation_process/candidate_list_table_en.asp

Furthermore, the goods are not allowed to contain asbestos, biocides or radioactive material. Should these substances be contained in the goods, this must be communicated to us in written form prior to delivery, stating the substance and the identification number (for example CAS) and the current safety data sheet. The delivery of these goods require a separate approval by us.

The supplier is obligated to indemnify us from any liability in connection with non-compliance of the above-mentioned regulations by the supplier or rather to compensate us for any claims against us arising out of or in connection with non-compliance of the regulations by the supplier.

14.) Property rights
With the delivery the supplier insures, that no property rights of third parties were violated. If we are claimed by third parties for a property right infringement, all resulting costs and expenses, as well as claims for damages against the supplier, will be asserted.

15.) Confidentiality
The supplier is obligated to treat all information received in the business relationship with us, including our orders and the information about the material provided by us, in strict confidence and in conformity with the GDPR and not to disclose it or make it accessible to third parties without our written consent. The supplier will only pass on the confidential information to its own employees if and to the extent that this is required for the execution of their duties in the context of the business relationship with us. The obligation is also valid after the completion of the business relationship. Provided that further agreements for the confidentiality will be required, the regulation will occur in separate agreements.

16.) Data protection
In context of the business relationship it is required to save data from the supplier and the contracts concluded with him in conformity to the GDPR for internal use in our ERP system as well as company-wide EDP. The use is for own purposes only. By accepting our order, the supplier agrees to the use of this data.

17.) Principles of supplier behaviour
The supplier confesses to the principles of the human rights charter of the United Nations as well as to the principles of the core labour standards of the International Labour Organisation (ILO).

Therefore, the following topics are standing in the foreground:

• Safety and health protection
• Prohibition of child labour and the special protection of employees under the age of 18 years
• Exclusion of forced labour
• Prevention of discrimination and harassment
• Equality of opportunity and treatment
• Adequate payment
• Compliance with specifications of working hours
• Right of privacy
• Freedom of organisation and right of free assembly

The supplier is obligated to respect and follow general values and norms. Furthermore, the supplier ensures that the sub-supplier also fulfill their obligations and comply with moral codes. In case of a violation of obligations, VCxray will terminate the business relationship immediately, any claims on part of the supplier arising from orders or blanket orders, including individual components for product manufacture, expire immediately upon termination of the business relationship due to unreasonableness. Moreover, it is forbidden to grant benefits to employees of VCxray. Any presents are to be handed over to the office and will be internally given away as part of a Christmas raffle.

18.) Salvatory clause
The ineffectiveness of a regulation of these general conditions of purchase does not affect the validity of the remaining regulations. If a regulation proves to be ineffective or unenforceable, it will be replaced with a new regulation which comes as close as possible to the legal and economic success of the invalid or unenforceable regulation.

19.) Applicable law
The law of the place of business of our ordering company, excluding the conflict laws and the Hague Uniform Sales Act, the UN Convention on Contracts for the International Sale of Goods (CISG) and other conventions apply, unless there is a different contractual agreement.

20.) Jurisdiction and place of execution
Jurisdiction and place of execution is the headquarter of the company in Stockelsdorf, Germany.

Stockelsdorf, the 13. April 2018