Orders and amendments or additions to orders are only legally binding if they have been issued in writing by the authorized purchasing department. Agreements made with other persons are not valid, unless the purchasing department is informed immediately and their written approval is obtained. The present terms and conditions are considered valid by the time the supplier starts processing the order. Verbal agreements are not valid unless confirmed in writing by the responsible purchasing agent. The order date is the date when the order is dispatched to the supplier. The order is to be confirmed or rejected in writing immediately. If the supplier should decide to reject the order, Braun must be notified within a period of ten days; otherwise, the supplier will be bound by contract and responsible for the proper processing of the order. Before an order acknowledgment is received, Braun has the right to cancel the order at any time free of charge without specifying a reason. A cancellation is considered valid if the order is withdrawn before the order acknowledgment has been received. Deviations in order content are to be highlighted clearly and require the express written permission of Braun before they become effective. The acceptance of an order acknowledgment or a delivery does not imply recognition of the supplier's terms and conditions. The supplier's terms and conditions are therefore expressly opposed. Braun can request changes to the order or the design and implementation of products at any time. If an order modification results in an increased delivery period or price, the supplier must inform Braun immediately, submitting in writing a reasonable suggestion regarding the delivery period and/or price situation. Otherwise, the delivery periods and prices originally agreed upon will also apply to the changed order.

The agreed upon prices are fixed prices including all fees and taxes (except for VAT). Provided that nothing else is specified in the order, the price is based on the condition "DDP" as per INCOTERMS 2010. The price includes the cost of documentation, technical testing, packaging, markings, labels, etc. For shipments abroad, the supplier's scope of supply includes export customs clearance, including all related costs, charges and fees.

Unless otherwise agreed upon, Braun will settle the payment within 14 days of the invoice being submitted, minus a 3% discount or within 60 days net, provided that all conditions specified in the order have been met and proper documentation has been supplied. If there is a problem with the equipment or the services supplied, Braun may withhold outstanding payments. Payment does not imply acknowledgment of the correctness of the goods or services received, nor does it imply Braun's waiver of completion of the order, warranty, warranty work, payment of damages, contractual penalties, etc. In the case of a defect or any other complaint, the entire payment may be withheld by Braun. Invoices issued must include the order number, delivery note number, as well as Braun's taxation identification number (UID). The VAT amount must be listed separately. Invoices must not be enclosed in shipments.

All shipments are subject to Braun's terms of shipment and packaging guidelines. If they have not already been made available to the supplier, these must be requested from Braun. For international transports, the supplier must provide a valid certificate confirming the preferential origin of the supplied goods (e.g. EUR-1 certificates or other movement certificates, certificates of origin, etc.). Any additional specific regulations issued by Braun must be complied with. Unless otherwise specified in Braun's shipping terms, the shipping documents may not include the order value. Braun will only pay for transport insurance if this has been agreed upon in writing. The supplier is liable for risks, damages and costs incurred should the supplier not conform to Braun's shipping, packaging, customs and/or documentation regulations.

The in the order stipulated delivery dates and / or delivery deadlines must be observed. Pre-term delivery is only permitted if Braun has written an express consent. If an agreed date is not complied with or only in the form of a partial delivery, Braun is authorised without prejudice to further rights without setting a period of grace to rescind from the contract as a whole and to claim damages due to non-fulfillment. The contractor has to cover all of the extra costs and claims which occur due to a non-compliance of the delivery dates, even if the contractor should be unaffected to Braun. The acceptance of partial deliveries or delayed deliveries or services shall not apply as a waiver of the abovementioned claims for the replacement of the additional expenses and our claims for damages.

The supplier ensures that the scope of supply and services is entirely in line with the latest technical standards and state-of-the-art technology, and that all applicable legal regulations are complied with. The supplier guarantees for a period of 36 months from the date of acceptance by the end user (Braun's customer) that the equipment is free of defects and that Braun will be indemnified for any disadvantages, claims and damages that may result from defective supply or inadequate service. Braun has no obligation to carry out inspection or give notification of faults as defined in section 377 ff UGB (Austrian “Unternehmensgesetzbuch”), which, however, shall not limit any of Braun’s legal rights (especially regarding warranty claims, claims for damages and the right of rescission on the grounds of a mistake). In the case of replacement delivery and repair, the guarantee period starts anew.

If there are any defects or problems with the supplied equipment or the provided services, Braun will choose the type of warranty to be provided by the supplier (e.g. repair, improvement, replacement, price reduction). If the defect is not a minor one, Braun is entitled to revoke the contract instead of merely having the matter remedied. Braun reserves the right to make improvements or repairs on their own, or to have a third party carry out the necessary work. The supplier bears all related costs. Until the supplier proves otherwise, it is assumed that the defect was already present at the time of take-over, even if the defect is noticed after the six months period from the date of take-over. The supplier indemnifies Braun entirely for any and all disadvantages that are encountered as a direct or indirect result of a defective supply or inadequate service, a violation of official safety regulations, delayed deliveries and deadlines, incomplete delivery, and/or any other legal issues caused by or attributable to the supplier. The supplier is obliged to fully compensate Braun for all damages occurring as a result of such circumstances. This also applies to any costs incurred by Braun or a third party (including material and personnel costs) in connection with assessing and remedying defects, as well as all material, personnel and other costs that can be categorized as wasted expenditure as a result of a defect. The supplier is fully responsible for the performance of his contractors and will be held liable in the event of any shortcomings or defects caused by them. If a product liability claim is made against Braun by the end user as a result of inadequate equipment provided by the supplier, the supplier must indemnify Braun for all expenses resulting from such a claim. In this case, the supplier bears all costs and responsibilities, including costs in connection with any legal procedures and recall of equipment.

It is the supplier's responsibility to obtain all necessary export licenses in connection with the scope of supply and services, at his own expense, especially those required in the end user’s country (Braun's customer). By accepting the order, the supplier guarantees that the entire order can be executed in full and that no restrictions, whether from the local authorities or otherwise, interfere with the complete supply of goods and services. The supplier shall be liable for any damages Braun may suffer as a result of such restrictions.

The supplier guarantees that no legal rights stand in the way of the intended use of the equipment, especially in terms of infringement of patents or other third-party rights. The supplier holds harmless and indemnifies without restriction Braun and/or the end user in the event that a third party claims such infringement

Drawings, documents and other information required for executing the order and submitted to the supplier by Braun, as well as all experience and know-how gained during the course of processing the contract ("confidential information"), remain the exclusive property of Braun. All drawings and documents are to be treated as strictly confidential, must not be passed on to third parties and may not be otherwise utilized, analyzed reproduced or made available to third parties without Braun's prior written permission. As soon as the order has been completed, all confidential information must be returned to Braun. It is strictly prohibited to pass confidential information on to third parties, especially to companies that manufacture or operate identical or similar equipment. In the event of a violation of this secrecy agreement, Braun reserves the right to withhold any payments that may be outstanding and make a claim for damages. The secrecy agreement remains valid even after the contract has been completed and applies to all of the supplier's employees, contractors and assistants.

The drawings, information and know-how made available to the supplier by Braun remain the property of Braun, and Braun retains the right to the exclusive use of such drawings, information and know-how. The supplier acknowledges that only Braun holds the copyright on the above. Material made available by Braun remains Braun’s property, must be labeled as such and stored separately. The supplier is liable for the loss of or damage to such material, even if not at fault. After the order has been completed, materials supplied by Braun are to be returned immediately.

(1) Braun reserves the right to suspend the project schedule (delivery time, etc.) at any time without specifying reasons. This may result in changed deadlines, especially regarding delivery periods, receipt and acceptance of goods, and payment terms. Braun is to notify the supplier of such changes in writing. Braun has no obligation to indicate the expected extent of the suspension. The supplier is obliged to make appropriate arrangements upon receipt of the written notification to minimize the costs related to the suspension. If the schedule is suspended by up to six months, the supplier bears all costs related to the suspension. If the schedule is suspended by more than six months, the supplier may invoice Braun for all direct costs charged to them by a third party (e. g. for storage, etc.), provided that these costs are reasonable and unavoidable and were not incurred before the end of the above stated six-month period. However, the supplier bears all other extra costs that may result from a suspended schedule (such as supplier's own personnel costs, price increases by contractors and sub-suppliers, interest accrued, and other expenses due to a change in schedule). The original order value (sales price) shall stay the same in any case. In the event of a suspension, all deadlines, especially with regard to the execution of the contract, the acceptance of the delivery and the payment schedule, are postponed accordingly. Deadline extensions are always indefinite, even if the expected duration of the suspension is known. However, deadlines cannot be postponed by more than 24 months; at any time during this 24-month period, Braun can demand in writing that the project be continued. The delivery periods begin 14 days after the supplier receives the written notification about the continuation of the project. If Braun sends no notification, the contract schedule is automatically continued after a period of 24 months; in this case, the deadlines and delivery periods begin immediately.

(2) Braun reserves the right to cancel the entire contract or parts of the contract at any time and without specifying reasons. Braun is to notify the supplier in writing accordingly. The supplier is obliged immediately upon receipt of the written notification from Braun to stop all work related to the order at their own expense. Braun shall pay the manufacturing cost for those parts affected by the cancellation and which were verifiably finished by the supplier prior to the written cancellation by Braun. Such parts as well as any and all other rights shall become the property of Braun. Braun shall not pay for those parts that can be used by the supplier for other purposes, especially for other orders and contracts. All other costs related to the cancellation of the contract are to be borne by the supplier. Other contractually agreed upon or legal regulations regarding the cancellation of the contract, especially concerning the immediate termination for important reasons, remain unaffected.

(3) The contents of any contracts the supplier may have entered into with subsuppliers and contractors shall be adjusted to match the supplier’s agreement with Braun regarding suspension (see item 1) and cancellation (see item 2). (4) Braun may terminate the contract or parts of it if the supplier breaches the contract and fails to correct the situation after a reasonable extension has been granted (usually 14 days). A notification sent to the supplier to remind him to fulfill his contractual responsibilities is considered the same as setting an extension. Changes of final and intermediate deadlines, unauthorized subcontracting, defects or other causes that may jeopardize the fulfillment of the contract between Braun and their contract partners are some of the reasons that constitute a breach of contract. In these cases, missing or incomplete supplies and services may be completed by Braun or by a third party commissioned by Braun, the costs of which will be borne by the supplier. Any costs incurred this way will be invoiced by Braun directly to the supplier or deducted from Braun's next due payments. Any further claims for damages which Braun may have remain unaffected by this clause.

The contract parties are relieved of their contractual obligations in full or in part if the non-fulfillment is due to force majeure. The following is referred to as force majeure: fire, war, general mobilization, riots, acts of nature, embargoes and government sanctions. Strike or lockout at the seller's works or at the works of the seller's contractors, as well as material and raw material shortages are expressly excluded from force majeure. The party prevented from or delayed in performing its obligations under the contract due to force majeure is to notify the other party within five working days of the circumstances constituting force majeure with adequate evidence thereof. Both parties are released from their contractual obligations for the duration of the force majeure. If the case of force majeure lasts for longer than three months, Braun reserves the right to agree on a new delivery period with the supplier or to declare the contract void. Cases of force majeure in the country of Braun’s end-customer are considered force majeure under this contract.

The supplier shall have no right of retention. The supplier may charge interest on late payments at a rate of 5% per annum. Braun and/or third party inspection agencies are allowed to check the progress of the work and carry out technical interim and final inspections (which includes wrapping, packaging for transport, etc.) at any time at the offices, production facilities and warehouses of the supplier and the supplier's contractors during the various stages of designing, scheduling, manufacturing and delivery and may reject incorrect documentation and defective material. These checks and inspections do not absolve the supplier from his responsibilities. All of the supplier's subcontractors, with the exception of suppliers of standard parts, must be approved by Braun in writing. Transfer of title to Braun shall take place together with risk transfer. Persons communicating with Braun on behalf of the supplier are considered to be fully authorized. The supplier is liable for all additional expenses and extra costs incurred while completing the order if the allocation of such costs is regulated neither by agreement nor by INCOTERMS 2010. If the deadlines agreed upon in the order should change, the supplier provides and accepts all costs and risks for the storage of equipment for a maximum of six months. This also applies if the delay is beyond the supplier's control. All deliveries made to Braun must be without reservation of ownership or rights of third parties. Such reservations are invalid even without Braun's explicit objection. The supplier is responsible for his contractors and their compliance with the present terms and conditions. Notwithstanding the present terms and conditions, all of Braun's legal rights shall remain intact. Braun reserves the right to withdraw from the unfulfilled part of the contract should the supplier become insolvent, default on payment or apply for or declare bankruptcy. The supplier shall maintain a product and general liability insurance with an insured sum reasonably applicable to the respective order and the supplier shall present it to Braun upon Braun’s demand of the cover note.

Location of fulfillment is the delivery address given in our order. If individual terms of the present document should be ineffective or unenforceable, all other terms remain binding ("Severability Clause"). The provisions in the present terms and conditions shall be governed by Austrian law. UN Sales Law does not apply. The place of jurisdiction is Vöcklabruck (location of buyer's offices).