1.      Scope

1.1. The following General Terms and Conditions of Sale and Delivery apply to the entire business relationship with customers of Axon Lab GmbH (hereinafter referred to as Axonlab) insofar as they are entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). They apply to all contracts for the sale and delivery of movable goods (merchandise) by Axonlab. In addition, unless expressly stated otherwise, supplemented or specified in the contract, they also apply to partnership agreements (PARRV), instruments/Rental agreements (RA) and service agreements (SA) between Axonlab and our customers, which are expressly referred to in the aforementioned agreements. They must be observed as early as the contract initiation stage. If a purchase agreement is concluded, they form part of the agreement. The General Terms and Conditions of Sale and Delivery also apply to all future contracts with Axonlab's customers, even if they are not separately agreed upon again and are not expressly referred to. Conflicting or deviating terms and conditions of the customer shall not become part of the contract unless Axonlab expressly agrees to them in writing in individual cases. Silence or unconditional fulfillment of the contract does not constitute consent; in this case, too, the General Terms and Conditions of Sale and Delivery apply exclusively.

1.2. Axonlab is entitled to transfer its rights and obligations, in particular those arising from contracts, at any time to an affiliated company within the meaning of the Limited Liability Companies Act or to third parties who, like Axonlab, are capable of fulfilling them.

 

2.      Conclusion of contract, written form

2.1. Customer orders and other agreements and ancillary agreements become binding for Axonlab upon written or printed confirmation by Axonlab (including on invoices or delivery notes). Otherwise, Axonlab's offers are subject to change and non-binding unless they are expressly designated as binding.

2.2. Individual agreements and contracts, as well as ancillary agreements and amendments to agreements and declarations, take precedence over these general terms and conditions of sale and delivery. A written agreement or written confirmation from Axonlab shall be decisive as proof of the content and interpretation of such agreements, amendments, or additions.

2.3. Legally relevant declarations and notifications made by the customer to Axonlab after conclusion of the contract, such as declarations of withdrawal, reduction, or termination, setting of deadlines, and notifications of defects, must be in writing to be effective.

 

3.      Prices

3.1. Purchase prices are ex works, net, including all product-specific statutory taxes and duties. Sales tax at the statutory rate will be charged separately.

3.2. Prices and discounts in catalogs and price lists merely reflect the status at the time of publication. Unless otherwise specified, orders placed by the buyer are subject to the prices and discounts valid on the day the order is received by Axonlab and to the delivery quantity ordered by the customer. Axonlab will inform the customer of the current prices and discounts on request. The information in the written order confirmations is binding, with the exception of obvious billing errors and incorrect quantity information.
If there are more than four months between the conclusion of the contract and delivery/performance of the service, or if the underlying contract is a continuing obligation and the goods sold or their preliminary and intermediate products or their raw materials are or should be subject to energy taxes, customs duties, or other levies, or if levies or freight charges included in the purchase price are increased, the purchase price shall change by the corresponding amount from the date of introduction/change, even if a fixed price agreement is in place. The same applies if the charge/increase only applies to goods of foreign origin.

3.3. If the circumstances on which our pricing is based change significantly in other respects, in particular the prices of our suppliers and logistics partners or exchange rates relevant to us, Axonlab may adjust monthly fees, prices, and/or delivery conditions to the changed circumstances if the change occurred after the conclusion of the contract, is not our responsibility, and was not foreseeable at the time of the conclusion of the contract, or at least not to the extent that it occurred. Changes are considered significant if Axonlab would not have concluded a contract had it been aware of them, or if the monthly fee, prices, and/or delivery conditions specified in the contract would have been higher. A monthly fee would be higher if individual services on which the calculation is based have increased by at least 5%. Prices and/or delivery conditions would be higher if the purchase price on which the calculation is based has increased by at least 5%. The change in the fee shall take effect from the month following the request for change.

3.4. If, for reasons for which Axonlab is not responsible, the customer accepts a quantity less than that ordered, Axonlab shall be entitled, instead of insisting on acceptance of the quantity ordered, to charge the list price for the quantity actually accepted on the delivery date in accordance with the price category for the quantity ordered.

 

4.      Packaging, shipping, and transfer of risk

4.1. Unless otherwise agreed, shipment shall be made by a reasonable means of transport and the mode of transport shall be chosen in good faith using the usual

4.2. All orders with a value of EUR 250.00 or more are delivered free of charge to the buyer's receiving station (within Germany). For orders under EUR 250.00, a flat shipping fee of EUR 14.80 applies. Orders that require refrigerated and/or dry ice shipping are subject to a fee of EUR 7.00. Scheduled deliveries can be arranged. The additional cost for deliveries by 12:00 noon on the following business day is EUR 20.00 for up to 31.5 kg. All surcharges are also payable if the order value reaches or exceeds EUR 250.00. If the delivery weight exceeds 31.5 kg, Axonlab will charge EUR 100.00 for this shipment. Special deliveries or special shipping can also be arranged on request. The costs for this will be determined on an order-by-order basis. All prices quoted are exclusive of VAT.

4.3. Delivery is always ex works at the customer's expense. Unless otherwise agreed, installation or assembly will be invoiced additionally. If the customer has special shipping requests (e.g., express goods, urgent goods, express courier package, airmail, or similar), delivery will be made ex works at the customer's expense, plus shipping costs.

4.4. The risk of loss, destruction, or damage to the goods shall pass to the customer upon delivery of the goods to the person or institution designated to carry out the shipment (even in the case of carriage paid delivery). If shipment or handover is delayed at the customer's request or as a result of circumstances for which the customer is responsible, the risk shall pass to the customer upon notification of readiness for shipment. For deliveries abroad (cross-border transactions), the Incoterms® 2020, which are specified on the order confirmation, shall apply to the transfer of risk, deviating from this clause if necessary.

 

5.      Delivery dates

5.1. Axonlab delivers as quickly as possible. There are no fixed delivery times; delivery dates are only approximate unless expressly agreed otherwise. Axonlab is only obliged to deliver from its stock and from goods ordered from its suppliers. If working days are specified as delivery times, Axonlab understands this to mean all days from Monday to Friday inclusive, with the exception of public holidays.

5.2. Axonlab reserves the right to correct and timely delivery to itself. If Axonlab is in default, liability for damages in cases of ordinary negligence is excluded. If the customer sets a reasonable grace period of usually 4 weeks after Axonlab has fallen into default, they shall be entitled to withdraw from the contract after this grace period has expired without result. The customer is only entitled to claims for damages due to non-performance in the amount of the foreseeable damage if the delay is due to intent or gross negligence. Otherwise, liability for damages is limited to 50% of the damage incurred in relation to the delivery.

5.3. The limitation of liability pursuant to Section 5.2 shall not apply if a commercial fixed-date transaction has been agreed; the same shall apply if the customer can assert that its interest in the performance of the contract has ceased to exist due to a delay for which Axonlab is responsible.

5.4. Axonlab's compliance with its delivery obligation is subject to the timely and proper fulfillment of the customer's obligations. Axonlab may demand that the customer extend delivery and performance deadlines or postpone delivery and performance dates by the period during which the customer fails to fulfill its contractual obligations to Axonlab. Axonlab is entitled to make partial deliveries, provided this is reasonable for the customer. In the case of partial deliveries, the customer owes payments in proportion to the goods delivered.

5.5. If the customer is in default of acceptance or violates other obligations to cooperate, Axonlab is entitled to demand compensation for the damage incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the goods shall also pass to the customer at the point in time at which the customer is in default of acceptance. Further claims or rights remain reserved.

 

6.      Terms of payment, default of payment

6.1. Axonlab shall only agree to conclude the contract on condition that the customer is solvent. If, after conclusion of the contract, it transpires that the customer's financial situation gives rise to justified concerns that that they will not be able to meet their payment obligations in full, or that our claim for payment is jeopardized by false information provided by the customer regarding their creditworthiness or the customer's lack of financial capacity, Axonlab is entitled, at its discretion, to cancel upcoming deliveries or to provide all services only in exchange for payment or the provision of appropriate securities. If these are not provided even after the expiry of a reasonable grace period, Axonlab may withdraw from the contract in whole or in part without prejudice to further rights.

6.2. Each invoice is due for payment within 20 days of the invoice date without deduction, unless other payment terms have been agreed in writing. If this period expires without payment, the customer shall be in default (Section 286 (3) sentence 1 BGB). Payments by the customer shall only be deemed to have been made when Axonlab has received the corresponding payment. If the customer is in default of payment, Axonlab shall be entitled to charge default interest at the respective statutory rate without further reminder.

6.3. The default interest shall be set higher or lower if Axonlab can prove that it has incurred a higher interest rate, including all fees and charges calculated by the bank, or if the customer can prove that the charge is lower. In addition, all reminder and collection fees shall be borne by the customer in the event of default in payment. The assertion of further damages caused by default is not excluded.

6.4. The customer may only offset claims by Axonlab with counterclaims that are undisputed or have been legally established. The same applies to a right of retention or a right to refuse performance on the part of the customer. The customer may only exercise these rights if they are based on the same contractual relationship as Axonlab's claim. In an ongoing business relationship, each order is considered a separate contractual relationship.

 

7.      Retention of title

7.1. Axonlab retains title to its goods until full payment (in the case of non-cash payments, until the final credit entry) of the invoiced amount.

7.2. Axonlab retains ownership until all claims by Axonlab against the customer, regardless of the legal basis, have been satisfied.

7.3. The retention of title shall also remain in force if the relevant claim(s) by Axonlab is (are) included in a current account and the balance has been struck and acknowledged.

7.4. Axonlab is entitled to demand the return of the goods subject to retention of title from the customer and to take them back if the customer defaults on its obligations to Axonlab. In this respect, the customer permits Axonlab or persons commissioned by Axonlab to enter and drive onto its factory premises or other storage locations and to remove the goods subject to retention of title. The taking back of the goods subject to retention of title by Axonlab does not constitute a withdrawal from the contract, unless Axonlab has expressly declared this in writing. The seizure of the goods subject to retention of title by Axonlab always constitutes a withdrawal from the contract. After taking back the purchased item, Axonlab is entitled to sell it. The proceeds from the sale shall be offset against the customer's liabilities, less reasonable selling costs.

7.5. The customer must treat the goods subject to retention of title with care. The customer is obliged to insure the goods subject to retention of title at their replacement value against fire, water, natural hazards, and theft at their own expense and hereby assigns their claims for compensation under these insurance contracts to Axonlab. If maintenance and inspection work is necessary, the customer must have this carried out in good time at their own expense, unless otherwise agreed. The customer must notify Axonlab immediately in writing of any seizures or other interventions by third parties and send Axonlab a seizure report and an affidavit regarding the identity of the seized item.

7.6. The customer is only entitled to resell the goods subject to retention of title in the ordinary course of business as long as they duly fulfill their obligations to Axonlab, are not in default of payment, no application for the opening of insolvency proceedings has been filed, and there is no suspension of payments. If the legal transactions that gave rise to the purchase price claims from a resale are not commercial transactions for both parties, or if the debtor of the assigned claim is neither a legal entity under public law nor a special fund under public law, this resale authorization shall not apply if a prohibition on assignment of purchase price claims arising from resale has been agreed between the customer and its buyers. The customer is not entitled to pledge, transfer ownership by way of security, or otherwise encumber goods subject to retention of title. In the event of resale, the customer must make the transfer of ownership dependent on full payment of the goods subject to retention of title by its customers.

7.7. If goods subject to retention of title are resold, the customer hereby assigns to Axonlab all claims against third parties arising from the resale, regardless of whether the goods have been resold without or after processing. If goods subject to retention of title are sold together with other items that do not belong to Axonlab at a total price, the assignment shall be limited to the proportionate amount of Axonlab's invoice for the goods subject to retention of title that are sold together with the other items. If the buyer's assigned claims against its customers or third parties are included in a current account relationship, the claim assigned to Axonlab by the customer in advance also refers to the recognized balance and, in the event of the customer's insolvency, to the causal balance then available.

7.8. In addition to Axonlab, the customer is authorized to collect the claim. The customer is entitled to collect claims from resale as long as they meet their payment obligations to Axonlab, are not in default of payment, no application for the opening of insolvency proceedings or comparable proceedings has been filed against the customer's assets, there is no suspension of payments, and there is no other deficiency in their ability to pay. If one of these cases occurs, the customer is obliged to credit payments received on assigned claims in full to an account to be set up in favor of Axonlab; in this case, however, Axonlab is also entitled to give notice of assignment and to collect the assigned claims itself. The customer is then obliged to hand over to Axonlab all documents and provide all information that Axonlab requires for the collection of the claims from third-party debtors.

7.9 If the customer processes the goods subject to retention of title with other items not belonging to Axonlab, they shall act on behalf of Axonlab and Axonlab shall acquire co-ownership of the semi-finished or finished products in proportion to the invoice value of the purchased item to the value of the other processed items at the time of processing. If the delivered goods subject to retention of title are combined or inseparably mixed with other items not belonging to Axonlab in accordance with §§ 947, 948 BGB (German Civil Code), Axonlab shall acquire co-ownership of the new item in proportion to the invoice value of the delivered item to the other mixed items at the time of combination or mixing. If the combination or mixing takes place with a main item belonging to the customer, it is agreed that the customer shall transfer proportional co-ownership to Axonlab and shall store the newly created item for Axonlab. If such goods created by processing, combining, or mixing reserved goods are sold by the customer to third parties, the assignment shall be limited to that part of the claim that corresponds to Axonlab's co-ownership share. At the customer's request, Axonlab is obliged to release the securities it has acquired to the extent that the value of these securities exceeds the claims to be secured by more than 30%. The selection of the securities to be released is made by Axonlab.

 

8.      Force majeure, contractual obstacles

Force majeure of any kind, unforeseeable operational, traffic, or shipping disruptions, fire damage, flooding, unforeseeable shortages of power, energy, raw materials, or auxiliary materials, strikes, labor shortages, lockouts, mobilization, war, blockades, export and import bans, sovereign interventions, official orders, other operational disruptions or other obstacles for which the party obliged to perform is not responsible, which delay, prevent or render unreasonable the manufacture, shipment, delivery and/or acceptance, shall release the party from its obligation to deliver or accept delivery for the duration and scope of the disruption plus a reasonable start-up period. The same applies in the event of late delivery by our suppliers, if Axonlab is not responsible for this and has concluded a congruent covering transaction, i.e., a transaction which, from an objective point of view and assuming smooth normal operations, offers Axonlab at least the same security of delivery as Axonlab has guaranteed to the customer. If, as a result of the disruption, the delivery and/or acceptance is exceeded by more than 8 weeks, both parties are entitled to withdraw from the contract. Even in the event of a permanent impediment to performance of the aforementioned types, both parties are entitled to withdraw from the contract with regard to the part not yet fulfilled.

 

9.      Notice of defects / Warranty / Liability

9.1. The customer must inspect the goods received immediately upon arrival for quantity, quality, and warranted characteristics. Obvious defects must be reported to Axonlab in writing immediately, but no later than 10 days after arrival of the goods, stating the delivery/invoice number and delivery/invoice date. Hidden defects must be reported immediately within 8 days of discovery. The statutory limitation periods remain unaffected. The stricter statutory conditions for notification of defects must be observed.

9.2. In the event of timely, properly raised, and justified complaints, Axonlab shall, at its discretion, either repair or replace the goods, excluding the right to rescind the contract or reduce the purchase price. This presupposes that a reasonable portion of the purchase price is paid when due.
At Axonlab's request, the customer shall send Axonlab the original or copies of documents such as delivery notes and packing slips for verification of the complaint, as well as indicate any signatures on packages or send the goods to Axonlab, if necessary for professional repair. The customer shall assist us in identifying defects and subsequent performance. Axonlab may refuse subsequent performance if it is only possible at disproportionately high costs.

9.3. If Axonlab allows a reasonable grace period set for it to elapse without remedying the defect or delivering a replacement, the customer may, at its discretion, demand a reduction in payment or rescission of the contract. The same applies if repair and replacement delivery are impossible.

9.4. The same applies if Axonlab has given a warranty for all defects covered by the warranty and claimed during the warranty period.

9.5. Axonlab undertakes to exercise due care and to use only products of impeccable quality for the performance of service work. Axonlab further undertakes to carefully select, train, and professionally supervise the employees it employs.

9.6. Defects and malfunctions for which Axonlab is not responsible because they are due to force majeure, interference by the customer or third parties in the contractual instrument to be maintained by Axonlab, excessive use, the installation of non-original spare parts initiated by the customer or third parties, or the use of unsuitable or third-party consumables initiated by the customer or third parties.

9.7. Axonlab shall also not be liable within the scope of its warranty obligations for the consequences of improper modification or handling of the goods, in particular for damage caused by the use of unsuitable reagents in the case of medical-technical devices, or for the consequences of inadequate maintenance on the part of the customer or third parties, or for defects resulting from normal wear and tear or caused by transport. Axonlab's warranty and liability are specifically excluded for damage and consequences resulting from the buyer using the delivered hardware or software in conjunction with incompatible hardware and software used by the customer, as well as for modifications to the hardware and software delivered by Axonlab, unless Axonlab has agreed to this in writing.

9.8. If the goods sold lack a warranted characteristic at the time of transfer of risk, the customer may, at his discretion, demand repair, reduction of payment, subsequent delivery, or rescission of the contract. The customer shall only be entitled to compensation for non-performance to the extent that the warranty was intended to protect him from damage of the type that has occurred. Outside of Axonlab's warranty obligation, goods that have been sold will not be taken back or exchanged.

9.9. The limitation period for claims and rights of the customer based on a defect in the goods begins with delivery and is one year. If the goods have not been delivered, the limitation period begins at the end of the year in which the claim arose. Shorter statutory limitation periods shall take precedence. The limitation periods pursuant to Sections 438 (1) Nos. 1 and 2, (3), Section 479 (1) BGB remain unaffected.

 

10.  General limitation of liability

10.1. Axonlab shall be liable within the scope of the statutory provisions for damage to the instrument that is the subject of the contract caused intentionally or through gross negligence by Axonlab or by commissioned third parties. However, Axonlab shall not be liable for indirect or consequential damage (such as loss of production, loss of use, loss of profit, etc.) or other direct damage. Liability is also excluded if the customer handles the instrument contrary to the instructions in the manual or the instructions for use, or if the customer has not trained its personnel properly in advance.

10.2. Axonlab shall only be liable for damage to the contractual instrument caused by negligence on the part of Axonlab or third parties commissioned by Axonlab if essential contractual obligations have been breached and Axonlab can be proven to have acted with gross negligence.

10.3. Further claims for damages by the customer arising from culpa in contrahendo, positive breach of contract, or tort are excluded, unless they are based on intent or gross negligence on the part of Axonlab or one of its vicarious agents, or they result from the breach of a primary or essential secondary obligation of the contract by Axonlab. Exclusions of liability and limitations according to the preceding sentence 1 do not apply to claims for damages due to injury to life, limb, or health, or to characteristics of the goods guaranteed by us. If Axonlab negligently breaches a primary or essential secondary obligation of the contract, its liability is limited to the foreseeable damage. If Axonlab is liable, the maximum compensation payable by Axonlab shall be limited to three times the value of the delivery.

10.4. This limitation does not apply to claims pursuant to Sections 1.4 of the Product Liability Act, Section 84 of the Medicines Act, or claims due to initial inability or initial justifiable impossibility.

10.5. Insofar as Axonlab's liability is excluded or limited, this also applies to the personal liability of its organs, employees, workers, staff, representatives, and other vicarious agents.

 

11.  Unfair competition in resale

The customer undertakes to refrain from unfair comparative advertising when reselling. Without the prior consent of Axonlab, it is not permitted to use protected trademarks of Axonlab.

 

12.  Import and export control

The customer is advised that goods or delivery items (and, where applicable, the know-how contained therein) may be subject to export or import controls. Each contracting party is responsible for complying with the relevant export and import regulations. The customer is also advised that U.S. export control law also applies to goods or delivery items that originate wholly or partly in the USA. This may be the case even if the contract has no other connection to the USA.

 

13.  Data processing

13.1. The personal data provided by the buyer will be processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC). In force since May 25, 2018.

13.2. If an order placed with Axonlab requires Axonlab to store personal data, this data will be completely deleted after completion of the order or the end of an ongoing business relationship. If a device from Axonlab is taken out of service or returned, all personal data will be completely deleted. If desired and if data export from the device is possible, the data will be handed over to the customer (data owner).

13.3. Both parties shall maintain confidentiality regarding all business and operational matters of the other party that come to their knowledge in the course of fulfilling a contractual agreement and shall treat all related information as strictly confidential even after the contractual agreement has expired.

 

14.  Place of performance, place of jurisdiction, applicable law

14.1. The place of performance for deliveries and payments is Reichenbach a. d. Fils/Stuttgart.

14.2. If the customer is a merchant, a legal entity under public law, or a special fund under public law, or if they do not have a general place of jurisdiction in Germany, Stuttgart shall be the exclusive place of jurisdiction for all legal disputes (including actions on checks and bills of exchange) arising from this contract and from the business relationship with the customer. However, Axonlab is also entitled to bring legal action at the customer's general place of jurisdiction.

14.3.The contractual relationship and all legal relationships with the customer are subject exclusively to German law, with the express exclusion of international private law and international uniform law for international sales contracts, in particular the UN Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980.

 

15.  Severability clause

15.1. Should individual provisions or parts of these General Terms and Conditions of Sale and Delivery be or become invalid or ineffective, this shall not affect the validity of the remaining provisions of the General Terms and Conditions of Sale and Delivery. In such a case, the parties undertake to replace the invalid or unenforceable provision with a valid and enforceable provision that corresponds to the economically intended success and the meaning and purpose of the agreed contract. The same applies if it should turn out that the agreed contract contains a loophole that needs to be regulated.

15.2. Amendments and additions to the General Terms and Conditions of Sale and Delivery must be made in writing. This also applies to the waiver of the written form requirement.

 

Axon Lab GmbH

Reichenbach a. d. Fils, August 2025