1. conclusion of contract / formal requirements

1.1 All orders, offers, deliveries and services to HOFER GmbH & Co KG (Hofer) shall be governed exclusively by the following Terms and Conditions of Purchase. Supplements and terms and conditions of sale or delivery of the Contractor that deviate from the following Terms and Conditions of Purchase shall only apply if they have been confirmed by us in writing. This applies analogously to amendments to these terms and conditions. We hereby expressly object to any terms and conditions of the contractor in its general terms and conditions or order confirmations. The unconditional acceptance of order confirmations or deliveries, as well as their payment, does not imply recognition of deviating terms and conditions of the contractor.

1.2 With the first delivery under these Terms and Conditions of Purchase, the Supplier acknowledges their exclusive validity for all further delivery relationships.

1.3 All agreements made between Hofer and the contractor for the purpose of executing the contract require our written confirmation to be effective.

1.4 Hofer is entitled to cancel orders free of charge if they have not been confirmed unchanged within 7 days of receipt.

1.5 The full or partial subcontracting of deliveries and services to third parties requires prior written consent.

2. delivery and shipping

2.1 Deliveries shall be made DDP (Incoterms in their current version) to the place designated by us, unless otherwise agreed, including packaging and preservation.

2.2 If delivery "ex works" is agreed, we must be informed of the dimensions and weight in good time.

2.3 Hofer shall only cover transport insurance insofar as Hofer is obliged to do so under the agreed delivery clause (Incoterms as amended from time to time).

2.4 Each delivery must be accompanied by a delivery bill stating the order number and the description of the contents by type and quantity as well as the batch number.

2.5 As a rule, the goods shall be delivered in commercially available disposable standard packaging. If reusable packaging is used, the supplier shall provide the packaging on loan. The return shipment shall be at the expense and risk of the supplier. If, in exceptional cases, Hofer agrees to bear the packaging costs, these shall be charged at the verifiable cost price.

2.6 In the case of devices, a technical description and instructions for use must be supplied free of charge. In the case of software products, the delivery obligation is only fulfilled when the complete (system and user) documentation has also been handed over. In the case of software programs created especially for Hofer, the program must also be delivered in the source format.

2.7 If deliveries or services are provided on Hofer's premises, the supplier is obliged to comply with the instructions on safety, environmental protection and fire protection for external parties as amended from time to time.

2.8 Partial deliveries or services and advance deliveries require written approval from Hofer. Hofer shall only bear the liability of a custodian until the agreed delivery date.

2.9 In the event of a delay in delivery for which Hofer is not responsible, Hofer is entitled to withdraw from the contract with immediate effect after the expiry of 14 days without setting a grace period.

2.10. Acceptance and inspection for completeness and visible defects shall take place within a reasonable period of time after receipt of the goods. If parts of the scope of delivery do not comply with the regulations or the agreed quality upon random inspection, the entire delivery may be rejected.

3. prices

3.1 The agreed prices are fixed prices. They include all expenses in connection with the deliveries and services to be provided.

3.2 The Contractor shall bear the costs of transportation, including packaging, insurance and all other ancillary costs, unless expressly agreed otherwise.

4. invoices, payments

4.1 Invoices must be sent to accounting.austria@hofer-medical.com, stating all order data. Invoices for work services must be accompanied by time sheets confirmed by Hofer.

4.2 Invoices are due for payment within 60 days of receipt of goods and receipt of invoice or, at our discretion, within 30 days with a 3% discount. The date of payment shall be the date on which our bank receives the transfer order.

4.3 Payments shall not constitute recognition of the delivery or service as being in accordance with the contract. In the event of defective or incomplete delivery or performance, Hofer shall be entitled, without prejudice to our other rights, to withhold payments on claims arising from the business relationship to a reasonable extent until proper fulfillment.

4.4 The assignment of claims against Hofer to third parties is excluded.

5 Deadlines and consequences of exceeding deadlines

5.1 Agreed deadlines for deliveries and services are binding. If delays are to be expected or have occurred, the supplier must notify us immediately in writing.

5.2 If the delivery or service does not take place within a grace period set by Hofer, Hofer is entitled to refuse acceptance, withdraw from the contract or demand compensation for non-performance, even without warning. Hofer is also entitled to withdraw from the contract if the supplier is not responsible for the delay. The additional costs incurred by Hofer as a result of the delay, in particular as a result of the need for other cover, shall be borne by the supplier.

5.3 Hofer reserves the right to demand an agreed contractual penalty for improper performance until the final payment.

5.4 If bankruptcy or composition proceedings are instituted against the supplier's assets, Hofer shall be entitled to withdraw from the contract without prejudice to any other rights.

6. safety, environmental protection

6.1 Deliveries and services must comply with the statutory provisions, in particular the regulations on medical devices, safety and environmental protection, including the Ordinance on Hazardous Substances, the Electrical and Electronic Equipment Act and the safety recommendations of the relevant expert bodies or professional associations, e.g. MPG, ÖNORM, VDE, VDI, DIN, ISO. Relevant certificates, test certificates and verifications must be supplied free of charge.

6.2 The supplier is obliged to determine and comply with the current status of the directives and laws applicable to its components with regard to substance restrictions and to use non-prohibited substances. Avoidance and hazardous substances in accordance with the applicable laws and directives must be indicated on the specifications sent along. If applicable, the safety data sheets must be submitted with the offers and with the delivery bill for the first delivery (at least in German or English). Hofer must be informed immediately of any information concerning the exceeding of substance restrictions and the delivery of prohibited substances.

6.3 The Supplier shall be solely responsible for compliance with the accident prevention regulations when making deliveries and providing services. Any necessary protective devices and any instructions from the manufacturer must be supplied free of charge.

7 Import and export regulations, customs

7.1 In the case of deliveries and services provided from a country outside Austria that is a member of the EU, the EU VAT identification number must be stated.

7.2 Imported goods shall be delivered duty paid. The supplier shall be obliged to provide any declarations and information required under the relevant regulations at its own expense, to permit inspections by the customs authorities and to provide any official confirmations required.

7.3 The Supplier is obliged to inform Hofer in detail and in writing of any authorization requirements for (re-)exports in accordance with German, European and US export and customs regulations as well as export and customs regulations of the country of origin of the goods and services.

8 Transfer of risk, acceptance, ownership rights

8.1 Irrespective of the agreed pricing, the risk shall pass to Hofer upon receipt at the delivery address specified by Hofer in the case of delivery without installation or assembly and upon successful completion of our acceptance in the case of delivery with installation or assembly. Commissioning or use shall not replace our declaration of acceptance.

8.2 Title to the delivered goods shall pass to Hofer upon payment. Any prolonged or extended retention of title is excluded.

9. obligation to inspect and give notice of defects, inspection costs

9.1 An incoming goods inspection shall take place with regard to obvious defects. Hidden defects shall be reported as soon as they are discovered in the ordinary course of business.

9.2 The supplier waives the objection of late notification of defects for all defects notified within fourteen days of discovery.

9.3 If Hofer returns defective goods, we shall be entitled to charge the invoice amount back to the supplier plus a lump sum of 5% of the price of the defective goods. Hofer reserves the right to provide evidence of higher expenses. The supplier reserves the right to provide evidence of lower or no expenses.

10. guarantee and warranty for material defects and defects of title

10.1 Defective deliveries must be replaced immediately by defect-free deliveries and defective services must be repeated without defects. In the event of development or design errors, Hofer shall be entitled to immediately assert the rights provided for in Section 10.3.

10.2 Rectification of defective deliveries or services requires Hofer's consent. During the period in which the object of the delivery or service is not in the custody of Hofer, the supplier shall bear the risk.

10.3 If the supplier does not remedy the defect within a reasonable period of grace set, Hofer may, at its discretion, withdraw from the contract or reduce the remuneration and additionally claim damages in each case.

10.4 In urgent cases (in particular if safety is at risk or to prevent exceptionally high damages), to remedy minor defects and in the event of a delay in remedying a defect, Hofer is entitled, after prior notification and expiry of a reasonably short grace period appropriate to the situation, to remedy the defect and any resulting damage itself at the supplier's expense or to have it remedied by a third party at the supplier's expense. This also applies if the supplier delivers or performs late and Hofer must remedy defects immediately in order to avoid its own delay in delivery.

10.5 The limitation period for claims arising from material defects is 36 months from the transfer of risk pursuant to clause 8.1; the limitation period for claims arising from defects of title is ten years from the transfer of risk pursuant to clause 8.1. The limitation period shall be suspended for the period beginning with the dispatch of Hofer's notice of defects and ending with the fulfillment of the claim for defects.

10.6 If the supplier has to deliver or perform in accordance with plans, drawings or other special requirements specified by Hofer, the conformity of the delivery or service with the requirements is deemed to be expressly guaranteed. If the delivery or service deviates from the requirements, Hofer is immediately entitled to the rights mentioned in clause 10.3.

10.7 Hofer's statutory rights shall otherwise remain unaffected.

10.8 For a period of 24 months from acceptance of the delivery and service, the supplier guarantees that the delivery or service complies with the agreed specifications, is free from any defects, complies with all statutory and regulatory provisions and is suitable for the intended use and use assumed by Hofer.

11. repeated defaults

11.1 If the supplier again provides essentially the same or similar deliveries or services in a defective or delayed manner following a written warning, Hofer shall be entitled to withdraw from the contract immediately. In this case, the right of withdrawal shall also include such deliveries and services that are still to be provided in the future under this or another contractual relationship.

12. indemnification for material defects and defects of title

12.1 The supplier indemnifies Hofer against all claims made by third parties - on whatever legal grounds - against Hofer due to a material defect or defect of title or any other defect in a product delivered by the supplier, and shall reimburse the necessary costs of legal action in this respect.

13. technical documents, tools, means of production

13.1 Technical documents, tools, works standard sheets, means of production, etc. provided by Hofer shall remain our property; all trademark rights, copyrights and other industrial property rights shall remain with Hofer. These, including all duplicates made, must be returned immediately after execution of the order without being requested to do so; there is no right of retention. The aforementioned items are only to be used for the execution of the order and are not to be handed over or otherwise made accessible to unauthorized third parties. Duplication of the aforementioned items is only permitted to the extent that it is necessary for the execution of the order.

13.2 The supplier is obliged to care for and maintain the aforementioned items free of charge and to repair normal wear and tear. If a subcontractor is commissioned with the manufacture of tools and samples for the execution of the order, the supplier shall assign to Hofer the claims against the subcontractor for the transfer of ownership of the tools and samples.

14. provision of material

14.1 Material provided by Hofer remains the property of Hofer and must be stored by the supplier free of charge and with the care of a prudent businessman separately from other items and marked as Hofer property. It may only be used for the execution of the order. Damage to the material provided must be replaced in any case.

14.2 If the supplier processes or transforms the material provided, this shall be done for Hofer. Hofer shall become the direct owner of the new items created in this way. If the material provided constitutes only part of the new goods, Hofer shall be entitled to co-ownership of the new goods in proportion to the value of the material provided therein.

15 Confidentiality, data protection

15.1 The supplier is obliged to treat all commercial and technical details that are not in the public domain and that become known through the business relationship as confidential and not to disclose them to third parties.

15.2 The manufacture for third parties, the display of products manufactured especially for Hofer, in particular according to its plans, drawings or other special requirements, publications concerning the orders and services as well as the reference to this order vis-à-vis third parties, require prior written consent.

15.3 Hofer expressly points out that personal data relating to the business relationship will be stored.

15.4 The supplier undertakes to protect confidential information from unauthorized access by all technically possible means. If unauthorized access is suspected, the supplier must inform Hofer immediately.

16 General provisions

16.1 The place of performance is the delivery address specified in each case.

16.2 The exclusive place of jurisdiction is the registered office of Hofer.

16.3 Austrian law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

16.4 Should individual clauses of these General Terms and Conditions of Purchase be invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses.

Status: July 2025 | Hofer GmbH & Co KG

Jahnstrasse 10-12,
A 8280 Fürstenfeld

Tel: +43 3382 53388
Fax: +43 3382 53093
office@hofer-medical.com
www.hofer-medical.com