General Terms and Conditions of HELLMUT RUCK GmbH for Sale and Delivery of Goods (B2B United Kingdom)

1. Scope

1.1 HELLMUT RUCK GmbH, Daimlerstraße 23, 75305 Neuenbuerg, Germany, registered in the Commercial Register under AG Mannheim HRB 504257 (hereinafter referred to as "We") provides all sales and deliveries of goods as well as repair and maintenance services to commercial customers in the United Kingdom (hereinafter referred to as "You") exclusively under these General Terms and Conditions (hereinafter referred to as "Terms and Conditions"). These Terms and Conditions shall not be applicable to sales to consumers. We do not accept any conflicting, deviating or supplementary terms and conditions of the customer unless we have expressly agreed to their validity in writing.

1.2 These Terms and Conditions shall apply to all your orders, whether placed via the RUCK online store, by e-mail or in person (e.g. with our sales representatives or at our training courses/events). You can only place orders in our RUCK online store once you have registered yourself in our online platform as a user.

1.3 The Terms and Conditions shall apply in its current version at the time of the conclusion of the contract, which can be viewed, downloaded and printed out within our RUCK online store; furthermore, we will also send you the Terms and Conditions upon request, at your choice by e-mail or by postal mail. Upon incoming orders in our RUCK online store, you will also receive the Terms and Conditions automatically as part of our email in which we confirm the receipt of an incoming order in our online store.

1.4 For the purposes of these Terms and Conditions and any order ‘Applicable Laws’ shall mean all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local, national or international in any relevant jurisdiction.

2. Quotation and Conclusion of Contract

2.1 Our quotations and cost estimates - just like any prices displayed in our RUCK online store or in our advertising materials and manuals - are subject to change and non-binding, unless they are expressly designated as legally binding.

2.2 In our RUCK online store, you will receive an automated confirmation of receipt from us once your order is placed, which summarises the details of your order, but it does not yet constitute any acceptance in the legal sense. Your order - whether in our RUCK online store or within the framework of the other ordering channels (see above para.1.2) - shall only become legally binding for us after we have sent you an order confirmation or invoice in text form or have complied with your order by shipping the according goods (by which the contract of sale shall be deemed concluded). If you select a payment method in our RUCK online store which requires the Customer to issue a binding payment instruction already during the ordering process (e.g. "PayPal"), the purchase contract will be (as an exception) already concluded during the ordering process with the confirmation of the Customer's payment instruction to the respective payment service provider and by clicking the button "Submit Order". Further details regarding the technical steps of the ordering process in the RUCK online store as well as information on correcting input errors can be found in the additional customer information within the online store.

2.3 We provide the leasing options for certain products (e.g. as set out in the detail page of the respective article) in the RUCK online store). The according leasing contract is offered and carried out by Complete Leasing Solutions Ltd (20 Berrymoor Court, Northumberland Business Park, Cramlington, NE23 7RZ). Complete Leasing Solutions will have the necessary credit check carried out and will request the desired financing options from affiliated leasing banks on your behalf. If the outcome is positive, Complete Leasing Solutions will send you the corresponding contracts for you to sign. The general terms and conditions apply, which can be found at https://completeleasing.co.uk. You can find Complete Leasing Solutions's privacy policy at https://completeleasing.co.uk/policies/acceptable-use-policy/. If you request a leasing option when placing your order, the purchase contract is only concluded under the condition of its approval by the leasing bank: As soon as the leasing/financing application has been approved and a legally binding signed contract documents have been received by our leasing partner Complete Leasing Solutions, you will receive a separate notification of the pending delivery of goods. Your order and the resulting delivery of goods are subject to the condition that the goods are still available by then, as there may be delays regarding the review of your application and regarding the signed contract documents to be sent by you, which might result in the unavailability of the ordered goods. We therefore ask you for immediate processing of the leasing/financing documents.

3. Prices, Shipping Costs and Terms of Payment

3.1 Our prices are always exclusive of the statutory sales tax and the costs for packaging and shipping/freight ex Neuenbuerg/Germany. We only sign for an additional transport insurance at the explicit request of the customer and only at the customer's expense. You can find further details in our current lists for shipping, freight and packaging costs as well as our discount conditions which will be available on our website.

3.2 We offer the following payment methods: PayPal, Apple Pay, credit/debit card, and payment by invoice via Mondu bank transfer and payment by invoice and installments for limited companies via Mondu (Mondu GmbH, Alexanderstraße 36, 10179 Berlin, Germany) (for limited companies).)..In case of paying by PayPal or Apple Pay, the payment service provider "PayOne" (PAYONE GmbH, Lyoner Str.9, 60528 Frankfurt am Main/Germany) will collect the purchase price for us. If you pay by credit /debit card, your credit/debit card will not be charged until the goods have been shipped; if you pay by PayPal, your PayPal account will be charged upon conclusion of the contract (see para.2.2). For certain products, we offer leasing options in the RUCK online store (see para.2.3).

3.3 You are only entitled to offset against our claims if (i) your counterclaims are legally established or undisputed, and/or (ii) you assert warranty claims from the same purchase contract.

3.4 Title to the goods shall not pass to you until we have received payment in full.

4. Delivery and Reservation regarding our own Suppliers

4.1 Unless expressly confirmed to you in writing, we only perform delivery (whether by fast parcel operator or freight forwarder) to addresses within the United Kingdom.

4.2 Freight forwarding goods are marked accordingly in the online store and in our catalogues/advertising materials. In your order, for those items where it is possible for kerbside or 2-person delivery, you can choose between these options. To arrange an appointment, we need the customer's telephone number and may also pass its contact details on to the respective carrier for this purpose.

4.3 We indicate in the RUCK online store whether the goods are available for immediate delivery and otherwise indicate the expected delivery period. As far as a delivery date is indicated in order confirmations, this shall only be the expected, non-binding delivery date. Delivery periods or times are only binding if they have been expressly agreed as binding in writing or have been expressly confirmed by us as binding in writing.

4.4 All our sales are subject to the reservation that we receive correct and punctual deliveries by our own suppliers and service providers. If the ordered product is not available because we were, without any fault of us, not supplied by our own suppliers with this product and/or services or components necessary for its manufacture were not provided, we may withdraw from the contract. In this case we will inform you immediately and - if available - propose the delivery of a comparable product. If no comparable product is available or if you do not want the comparable product, we will immediately reimburse you for any payments already made.

4.5 Delivery (regardless of whether goods can be sent by fast parcel operator or by freight forwarder) shall be at your risk. You shall bear the transport risk even in the exceptional case that the shipping costs are borne by us.

5. Rights and Remedies of the Customer in the Event of Defects

5.1 In the event of any material or legal defects of the goods, you shall be entitled to the statutory rights and remedies with the following exceptions in para. 5.2 and 5.3.

5.2 Within the scope of subsequent performance, the right to choose between rectification of defects and replacement shall not be yours, but ours.

5.3 The limitation period for your claims arising from defects of goods is limited to 12 months from delivery (unless we have specified a longer warranty period for the product in the offer, order confirmation and/or underlying advertisement in individual cases). This limitation period shall also apply to contractual and non-contractual claims for damages based on a defect of the goods. Notwithstanding the foregoing, the statutory limitation periods shall apply (a) to claims arising from injury to life, body or health, (b) to liability under statutory laws on strict product liability, (c) as far as a defect has been fraudulently concealed, (d) in the event of intentional misconduct or gross negligence, (e) as far as we have granted a guarantee, (f) for claims in supplier recourse in the case of final delivery to a consumer and/or (g) insofar as it concerns a building or an item which has been used for a building in accordance with its customary manner of use and has caused its defectiveness.

5.4 The delivered goods must be carefully inspected by you immediately upon your receipt (or upon the receipt of any third party designated by you). If we do not receive a written or text-based notification of defects within seven calendar days upon your receipt, the goods shall be deemed approved by you with regard to evident defects or such other defects that would have been identifiable in case of an immediate, careful inspection. With regard to all other defects, the goods shall be deemed approved by you if the notice of defect is not received by us within seven calendar days after the time at which the defect became apparent. If you do not properly fulfil your obligations to inspect and give notice of defects, the warranty shall lapse with regard to the defect that was not notified or not notified in due time.

5.5 Notwithstanding para. 5.4, in the event of evident damages resulting from transportation, you must notify the transportation service provider or carrier of the damages directly upon receipt of the goods in a way that is documented in writing and provide us with written proof of this notification without undue delay. If it was not possible for you to make such notification when you received the goods (e.g. because you did not notice the transport damage immediately), you must inform us of this in writing or text form within 24 hours upon receiving the goods so that we can report the transport damage. If the transportation service provider or carrier is not notified by you or by us within a 24-hour period, there is a risk that it will reject all liability.

6. Repair and Maintenance Services

6.1 The provisions in section 2 shall apply to the commissioning of services accordingly, whereby only certain standard services may be booked via the online commissioning on the RUCK website. We do not accept returned products without prior authorisation nor where the delivery costs have not been paid.

6.2 As far as we do not specify fixed prices for certain services, remuneration for our repair services shall be based on time and material. The costs, consisting of the hourly rate and the prices for spare/wear parts, are determined according to our current price list. With your order, you approve possible costs of up to £ 350.00. If we realise during the repair work that the costs will be higher, we will consult with you as to whether the repair should be continued or whether you would like a formal cost estimate. Estimates are not fixed price quotations unless expressly stated as such by us in writing.

6.3 If you send a product to us and receive a cost estimate from us for the requested repair without subsequently placing a repair order, or if it turns out during this inspection or in the course of our subsequent services that the product to be repaired/maintained is not repairable or that the repair costs are higher than the new purchase price, we may charge for the previous activities on a time and material basis, limited to a maximum of £ 85.00. The minimum charge shall be £ 50.00.

6.4 For periodic maintenance, we offer services at fixed fee rates. These fixed fee rates cover the currently defined scope of maintenance services. Repairs are not covered by such fixed fee rates. Should the necessity of a repair become apparent during maintenance services, para.6.3 shall apply accordingly.

6.5 We recommend only to send us products in accordance with our information sheet on instructions for incoming and outgoing shipments, in particular only thoroughly cleaned and disinfected products for repair/maintenance, and with all filters removed from the devices. If products are received in a dirty, contaminated condition, we have to clean and disinfect them, for which we will charge a fixed rate of £ 48.00.

6.6 With regard to payment of services, the regulations in section 3 shall apply accordingly, whereby we may make the return of your repaired/maintained product dependent on full payment of our remuneration. We will dispose of the replaced wearing parts or defective parts; if you wish to have them sent to you instead, you must inform us of this when placing the repair/maintenance order, whereby we may charge you a reasonable flat-rate packaging/processing fee of up to £60.00 and the reimbursement of any additional shipping costs.

6.7 You may ask for loan equipment (including lamps), which you will receive from us free of charge for the duration of the commissioned service. With asking for loan equipment, you agree to the following: (i) within 3 working days after receiving the loan equipment, to send your products to us that should be repaired/serviced, and (ii) within 3 working days after you have received your product back after our service/repair, to return the loan equipment to us.

6.8 In addition, we may terminate the loan agreement at any time by giving 10 calendar days' notice. The loan equipment must be returned no later than the expiry/termination date of the loan agreement. If you did not return the loan equipment to us within the notice period (despite a legally effective notice of termination), we may charge a fee of £ 5.00 per day for the first five calendar days of delay and of £ 10.00 per day starting at the 6th calendar day of delay (after the expiry/termination date of the loan agreement). Further claims for damages in the event of a delayed return shall remain unaffected, whereby the aforementioned fee shall be taken into account. The same shall apply accordingly, if the loan equipment is not returned, in which case we may claim the current market value of the loan equipment as compensation.

6.9 After sending you a reminder with setting a deadline of at least 10 calendar days for the return of the loan equipment, we may also charge the fee, set out in para. 6.8, in the following cases: (a) if you did not comply with the time limits in para. 6.7 (i) or (ii) and did not send the product to be serviced/repaired or return the loan equipment in due time, (b) if you have cancelled the repair/maintenance order, (c) if for other reasons you did place an order or the maintenance/repair service was not completed and we requested you to return the loan equipment, (d) if you did not approve a cost estimate sent by us, and/or (e) if you have not paid the service fee in due time.

6.10 All loan equipment must be returned in the packaging provided by us with all accompanying documents originally provided by us. We reserve the right to claim compensation in case of any damages or an incomplete return.

6.11 The costs for shipping/transport shall be borne by the customer. All amounts stated in section 6 are exclusive of VAT and VAT will be added as far as the underlying services are subject to statutory VAT.

7. Optional Right of Return for Convenience

7.1 We offer all customers, regardless of whether they are consumers or commercial customers, an additional optional right to return for convenience as set out in section 7. It is limited to return purchases within fourteen days upon receipt of the goods. If you want to use this possibility, you must within fourteen days upon receipt of the goods (i) register your returns within our RUCK online service and returns portal and/or (ii) return the goods to us. You meet this deadline by sending the goods in a timely manner or to register your return in our RUCK service and returns portal under "Returns & Complaints". You can return the goods or we will at your request provide you free of charge with a return label. In the event of a return, we will refund the purchase price, but not the costs for the initial delivery.

7.2 Goods without or only with damaged original packaging shall be excluded from the optional right of return for convenience. Further statutory rights, e.g. warranty claims for defective goods, shall remain unaffected by this optional right of return for convenience.

7.3 The optional right of return for convenience shall in particular not apply to goods (i) which are not prefabricated, but according to your choices were individually manufactured, tailor made or personalised, (ii) if the goods were originally sealed for hygienic reasons and the seal has been removed or damaged after delivery, (iii) if the goods have been inseparably mixed with other goods after delivery, (iv) and also not in the case of the delivery of sound or video recordings or computer software in a sealed package, if the seal has been removed or damaged after delivery. The optional right of return for convenience shall also not apply in the case of digital reproduction models and service contracts.

7.4 Please avoid any damage and contamination and please return the goods to us in the original packaging with all accessories and with all packaging components. Use protective outer packaging. If you do not have the original transpotation packaging or container, please use suitable packaging to provide adequate protection against transport damage in order to avoid claims for damages due to inadequate packaging. Please note that the above modalities are mandatory prerequisites, if you want to make use of the optional right of return for convenience.

7.5 After we have received your returned goods, we will examine them and, if the aforementioned modalities are complied with, we will refund the purchase price to the bank account or payment method used for the purchase.

8. Damages and Reimbursement of Expenses

8.1 We shall only be liable for damages and reimbursement of expenses, irrespective of the legal grounds (subject to para.8.2), for damages arising from the breach of substantial contractual obligations (obligations the fulfilment of which is a prerequisite for the proper performance of the contract and the adherence to which the customer regularly relies on and may rely on) and in such cases only for compensation for the foreseeable, typically occurring damage

8.2 The limitations of liability in para.8.1 do not apply in the cases set out in para.5.3 (a) to (g). In such cases, the statutory liability provisions shall apply.

9. Intellectual Property

9.1 For the purposes of this clause 9 ‘Intellectual Property Rights’ means copyright, moral rights, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data and databases, data exclusivity rights, approvals, utility models, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing.

9.2 Except as set out in this clause 9 no Intellectual Property Rights of either party are transferred or licensed as a result of these Terms and Conditions or any order. Any mandatory rights to use our Intellectual Property and/or fair use regulations under Applicable Laws shall remain unaffected.

9.3 Regarding our software-products or products with included or embedded software, we grant only a non-exclusive licence to the exent necessary to use such software and/or product for the intended purpose of such software and/or product. You may not examine, reverse-engineer, decompile and/or modify the software, unless you exercising your mandatory rights under Applicable Laws allows you to do so.

10. Restrictions on the Commercial Resale of HELLMUT RUCK branded Goods

10.1 In the case of HELLMUT RUCK branded goods (i.e. products marked with HELLMUT RUCK's own brands RUCK®, peclavus and PeclaSANUS, possibly in combination with other brands of HELLMUT RUCK GmbH), the following restrictions shall apply to the commercial resale: geographical restrictions in para.10.2 to 10.4, restrictions regarding commercial only-goods in para.10.5, qualitative requirements for online resale in para.10.6 and the prohibition of resale via third-party platforms in para.10.7.

10.2 You may only actively resell the HELLMUT RUCK branded goods with delivery to addresses within the United Kingdom. EU/EEA countries are reserved by us exclusively or for our wholesalers/distributors or are already designated/licensed for an exclusive distribution. Prohibited "active" resale shall mean the active approach of customers without delivery addresses in the United Kingdom, e.g. through targeted visits or targeted letter, e-mail or online advertising outside the United Kingdom (active approach of customers specifically in other countries, e.g. through personalised direct advertising, price comparison portals, retargeting/tracking, banner advertising and search engine marketing such as Google Ads. This also includes the case where an online shop or its promotion (including metatags and other search engine optimisation) is maintained for resale in a language other than English or under a country code top-level domain other than .uk.

10.3 If we provide you with imagery (e.g. product pictures) for your advertising activities, you may only use it on websites that are only targeted to customers within the United Kingdom.

10.4 You must desist from reselling goods to delivery addresses outside the United Kingdom, if the delivery of goods would violate Applicable Laws regarding the import and marketability of these products, in particular, for example, regarding the labelling of the product packaging in the national language and/or customs regulations. For this reason, you must also especially desist from reselling to any customers with delivery addresses outside the United Kingdom, the EU/EEA and Switzerland, as our products imported to the United Kingdom and their accompanying documentation and manuals are not set out for customers outside these countries.

10.5 You must desist from reselling goods to delivery addresses outside the United Kingdom, if the delivery of goods would violate Applicable Laws regarding the import and marketability of these products, in particular, for example, regarding the labelling of the product packaging in the national language and/or customs regulations. For this reason, you must also especially desist from reselling to any customers with delivery addresses outside the United Kingdom, the EU/EEA and Switzerland, as our products imported to the United Kingdom and their accompanying documentation and manuals are not set out for customers outside these countries.

10.6 As these are high-quality, prestigious and consultation-intensive products from the health sector and regulated cosmetics and in order to maintain the high quality of the product presentation and customer consultation as well as to maintain the good reputation of our brands and branded products, we only allow you to resell our HELLMUT RUCK branded goods online (i) if you also operate a stationary point of sale (e.g. pharmacy, qualified retailer, medical practice or cosmetic studio) and present and keep available for immediate delivery the RUCK product range there to an at least comparable extent as your online sales (an exclusively online resale of HELLMUT RUCK branded goods is not permitted); (ii) if the prestige, the high-class image, the quality and seriousness of the product presentation and customer consultation as well as the good medical reputation of our brands and branded products are not being compromised by your online activities, (iii) if the item descriptions and advertising texts in your online shop are accurate in terms of content and are sufficient to enable the buyer to find the right product for him/her based on the information provided by you.

10.7 We do not allow you to resell HELLMUT RUCK branded goods online through third party platforms (such as Amazon, eBay, etc.) because selling through such channels will seriously harm the brand image of RUCK trademarks. Buyers may doubt the high medical quality and efficacy and associate RUCK brands and branded products with everyday drugstore products if the products are available on such third party platforms.

11. Final provisions

11.1 If any provision of these Terms and Conditions or any order (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms and Conditions and any order shall not be affected.

11.2 No failure delay or omission by us in exercising any right, power or remedy provided by law or under any order or these Terms and Conditions shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

11.3 No single or partial exercise of any right, power or remedy provided by law or under any order or these Terms and Conditions by us shall prevent any future exercise of it or the exercise of any other right, power or remedy by us.

11.4 If there is a conflict between the terms contained in these Terms and Conditions and the terms of any quotation, order confirmation, schedule, appendix or annex to any quotation or order confirmation issued by us, the terms of that offer, order, schedule, appendix or annex shall prevail to the extent of the conflict.

11.5 All contractual relations between you and us as well as these Terms and Conditions shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the non-mandatory rules on international conflicts of laws.

11.6 If you are a merchant in the legal sense or if you have no general place of jurisdiction within Germany, the courts competent for the place of our headquarters shall have exclusive jurisdiction for all disputes arising from the contractual relationship between you and us. However, we may, at our own discretion, also take legal action at your general place of jurisdiction.

Version: 09/2023