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Terms & Conditions

General Terms of Business MESA Medizintechnik GmbH (GTB) Rev.A01-2013
1. Scope
The scope of MESA Medizintechnik GmbH (MESA in the following) is development, manufacturing, distribution and service of
medical devices with accessories and medical products which are in accordance to the directives of MDD 93/42/EEC and
2007/47/EC. Additionally MESA provides consulting and other services within the field of medical technology. Therefore MESA
installed a Quality Management System in accordance to EN ISO 13485:2003 + AC2009 and Annex II of Directive 93/42/EEC.
MESA offers these services through permanent staff or experienced subcontractors as well as through accredited cooperation
partners. All offers by MESA are based on the following general terms of business which refer to all services by MESA and are
regarded as accepted after starting a business. If there are possible different interpretations of translations of this general terms
of business or other corresponding requirements compared to the German original the current German issue is valid. Other
terms of business which are in contradiction to these requirements can only become part of the contract if they have been
accepted by MESA in writing. Silence on the part of MESA is not sufficient.
2. Offers, contents of the services based on scope
Offers always refer to the information available at the time of issue and they are subject to confirmation. Content and range of
duties of both parties to the scope result from mutual written documents. If there is still no document concluded the written
confirmation of an order is valid. If this is not available as well, the application of the business partner is relevant.
3. Duties of the business partner
The business partner provides all required documents to MESA. The business partner commits to submit his official commercial
registration. The business partner has to inform MESA about all processes, decisions and facts that could be important for the
business. In sending in products the business partner guarantees to send them in an appropriate way and to pay attention to
the relevant rules for dispatching. If there are special risks to consider with the products (e.g. explosive, toxic, contaminated,
special requirements for storing) the business partner has to make MESA aware of this circumstance by marking the products or
enclosing relevant notes. If he does not so the business partner is liable for any material damages and personal injuries. If there
are not enough copies of documents handed in or the business partner wants them to be sent back before the end of the
retention period, MESA can copy the documents on the business partner’s expenditures.
5. Carrying out of the orders
MESA carries out the orders by the help of trained staff, experts as well as accredited cooperation partners according to the
Quality Management process descriptions, to the directives of MDD 93/42/EEC and 2007/47/EC and the agreed business
conditions. MESA is obliged to choose, supervise and train all personnel carefully.
6. Dealing with documents and test products
The delivered documents and products for testing will be marked and have to be stored according to the required storing
conditions. After the end of the business relationship documents will be stored by MESA for ten years or following the expiry of
the test products and they to be given back to MESA. The business partner has to store the supplied documents and test
samples by the time given by MESA.
7. Mutual information duties
MESA informs the business partner about business conditions changing in form of written documents. Furthermore MESA has
to inform the business partner about facts that could endanger the business conditions. The business partner has the same
responsibility.
8. Complaints and objections
Complaints and objections must be addressed to MESA in written form. Complaints and objections to MESA are treated in a
levelled procedure, according to the subject of the complaint or objection, to assure a fair and rapid dealing.
9. Invoices and payment conditions
Invoices are based on the valid and corresponding offer formerly given to the business partner. Stated but not invoiced services
and deliveries will be invoiced based on the MESA price list or offers valid at the ordering date. Specific additional services will
be charged based on the MESA price list or offer at the date of providing the services. Invoices are issued after services fulfilled.
MESA can charge advances for services and deliveries. If not noted differently all payments become due right after the
reception of the invoice or after a request for payment if not agreed upon otherwise. Invoices have to be transferred without any
deduction and with quotation of the invoice number as well as free of charge to the account mentioned. After the expiry of the
period of time allowed for payment which is mentioned on the invoice the business partner gets into default and MESA is
entitled to charge interests payable on arrears in the height of common bank interests. If an invoice will not be paid after a
reminder and a reasonable extension MESA is entitled to conduct measures like judicial collection proceedings, the suspension
and withdrawal of the business relationship or the cancellation of a contract. If MESA does not receive any written objections
concerning invoices within 14 days after receipt of the invoice the invoice is regarded as accepted. To set payments off against
the claims of MESA is only permitted if the counter demand is undoubtedly or legally valid.
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General Terms of Business of MESA Medizintechnik GmbH (GTB) Rev.A01-2013
9. Invoices and payment conditions
Invoices are based on the valid offer formerly given to the business partner. Stated but not invoiced services and deliveries will
be invoiced based on the MESA price list or offers valid at the ordering date. Specific additional services will be charged based
on the MESA price list or offer at the date of providing the services. Invoices are issued after services and deliveries fulfilled.
MESA can charge advance payments for services and deliveries. If not noted differently all payments become due right after the
reception of the invoice or after a request for payment. Invoices have to be transferred without any deduction and with quotation
of the invoice number as well as free of charge to the account mentioned. After the expiry of the period of time allowed for
payment which is mentioned on the invoice the business partner gets into default and MESA is entitled to charge interests
payable on arrears in the height of common bank interests. If an invoice will not be paid after a reminder and a reasonable
extension MESA is entitled to conduct measures like judicial collection proceedings, the suspension and withdrawal of the
business relationship or the cancellation of a contract. If MESA does not receive any written objections concerning invoices
within 14 days after reception of the invoice the invoice is regarded as accepted. To set payments off against the claims of
MESA is only permitted if the counter demand is undoubtedly or legally valid.
10. Guarantee including after sales and latent defects
MESA guarantees a guarantee period of 24 months on the medical products if not defined otherwise f.e. for disposable or consumable
medical products or in case an expiration date is labelled on the product. If the carrying out of the order shows any
shortcomings the business partner has to set a deadline for MESA to eliminate them. If MESA accepts certain services and
deliveries as not sufficient MESA will correct them or if not possible start them again at MESA’s expenses. If the correction is not
satisfying as well the business partner can reduce the invoice or cancel the contract. Further claims for Compensation can only
be asser ted if it is judicially determined that MESA is guilty of negligence or acted with intent. If a correction is not possible
there is no deadline necessary. Claims for guarantees are to be claimed in written form to MESA.
11. Delays during the carrying out of the order
MESA does everything to guarantee a carrying out of the order according to a certain time schedule, but not especially in cases
of acts of God or delays that are caused by the business partner. If the delay is caused by MESA the business partner has the
right to cancel the order if he had set a deadline for working on the corrections after shortcomings and MESA has missed this
deadline.
12. Liability
The business partner is liable according to the general legal requirements. If not stated differently in the specific business
agreement MESA is only liable for damages caused by breaches of duty against the business agreement if intent or negligence
can be laid to MESA’s charge.
13. Exemption of liability
The business partner exempts MESA of all claims of third parties resulting of personal injuries caused by products delivered and
defined by MESA as test products.
14. Validity of business relationship and cancellation
Business agreements are valid until the expiry of the time schedule defined in the referring document, unless otherwise agreed
during the offer process or the order process. The business partner and MESA are entitled to withdraw from the business
relationship if after three months after the order no fundamental progress has taken place without MESA’s responsibility. The
business partner is obliged to pay for all services done up to then. MESA is entitled to cancel a contract because of important
reasons at any time. Such reasons could be the misrepresentation of facts by the business partner during the business
relationship or in fundamental changes of the requests of the applicable laws. In the case mentioned last MESA immediately
offers the continuation of the business relationship according to modified conditions. A cancellation has to be handed in as
certified letter with an acknowledgement of receipt.
15. Secrecy
MESA is obliged to use all documents and information only for the process of a mutual and prosperous business relationship.
They can be made available for third parties only after the business partner’s agreement. Documents and information made
available by subcontractors of MESA or the business partner or others involved in the business are also subject to confidentiality
and are accessed to MESA or the business partner only after the agreement of the provider of information. Excluded is the legal
obligation to give information to the competent authorities, Notified Bodies or other authorities in case of violation of the
MDD93/42/EEC directives. All employees and third parties involved into the business relationship are also bound to keep all
information about the business secret.
16. Place where a contract is to be fulfilled, court of jurisdiction
The place where the contract is to be fulfilled and only court of jurisdiction is the respective place of business of MESA
(currently München - Germany).
17. Applicable law
The business or any contract between MESA and the business partner is subject only to German law.
18. Ineffectiveness of certain parts
As far as one part of the contract between MESA and the business partner or of this general terms of business is or will not be
valid or ineffective because of any reason the validity of the remaining parts are not touched. The parties are obliged to replace
the ineffective part by an effective one that comes as close as possible to the interests of both parties.
MESA Medizintechnik GmbH, Schaerflmuehlweg 4, D-83671 Benediktbeuern, GERMANY Page 2 of 2
www.mesamed.de - info@mesamed.de - TEL 0049-8857-6918-0 - FAX 0049-8857-691829