1. General

1.1. These General Terms and Conditions (GTC) apply to all current and future business relationships between VisiConsult X-ray Systems & Solutions GmbH (VisiConsult) and its client (Contractual Partner), provided that the latter is not a consumer within the meaning of §13 BGB (Civil Code). Terms and conditions other than these, in particular general terms and conditions of purchase of the Contractual Partner, will not apply, even if VisiConsult does not expressly object to them.

1.2. The provisions in sections 1 to 9 of these GTC apply both to the sale and/or delivery of hardware and to the sale/licensing of software. The provisions in Part A of the GTC apply to contracts for the sale and/or delivery of hardware solutions ("Hardware"). The provisions in Part B of the GTC apply to contracts for the sale and licensing of software solutions. Unless otherwise agreed, the GTC in the version valid at the time of the client's order or in any case in the version last communicated to him in text form will also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

1.3. By placing the respective order, the Contractual Partner recognises these general terms and conditions and their inclusion in the respective contract.

2. Offers and orders, right of cancellation

2.1. Offers made by VisiConsult are non-binding, unless their binding status is indicated in writing. VisiConsult reserves the right to make technical changes insofar as these are reasonable for the Contractual Partner, taking into account the interests of VisiConsult. The documents attached to an offer from VisiConsult (illustrations, drawings, weights and dimensions, etc.) are for illustrative purposes only and generally contain only approximate information that cannot be the subject of a quality agreement and are only binding and contractual if this has been expressly agreed in writing.

2.2. Contracts will only be deemed to have been concluded if they have been drawn up in writing. Verbal collateral agreements are not legally binding. Changes to orders must be made in writing and can only be made by authorised representatives.

2.3. The Contractual Partner does not receive any guarantees from VisiConsult. Manufacturer warranties will remain unaffected by this. Guarantees regarding product quality will only become part of the contract if they are agreed in writing.

2.4. VisiConsult will be entitled to withdraw from the respective contract if and insofar as components that are absolutely necessary for the fulfilment of the contract with the Contractual Partner are not delivered on time by a supplier of VisiConsult, VisiConsult is not responsible for this and VisiConsult is unable to conclude a suitable covering transaction. In this case, VisiConsult will inform the Contractual Partner immediately of the non-availability of the service and reimburse the Contractual Partner's counter-performance without delay.

3. Prices

3.1. Unless otherwise agreed, prices are quoted in euros, plus the sales tax or VAT applicable on the date of invoicing and any other statutory delivery charges (e.g. taxes, customs duties).

3.2. All prices include only the usual packaging costs and not the transport costs. VisiConsult delivers its goods in standard sales packaging suitable for normal dispatch. If the Contractual Partner requires special packaging, the additional costs incurred will be charged separately.

4. Terms of payment, right of cancellation

4.1. Unless otherwise agreed in writing, payments by the Contractual Partner to VisiConsult will be made within 14 days of invoicing without any deductions. After expiry of this period, the Contractual Partner will be in default of payment. During the period of default, he will pay interest on the payment claim in accordance with §288 para. 1 sentence 1, para. 2 BGB. The claim to commercial maturity interest (§353 HGB) remains unaffected. A deduction of agreed discounts is not permitted if the Contractual Partner is in arrears with the payment of another VisiConsult invoice.

4.2. Bills of exchange are not accepted by VisiConsult.

4.3. If the Contractual Partner does not fulfil his payment and/or other duties, if he suspends his payments or if insolvency proceedings are opened against his assets or an application for insolvency is rejected for lack of assets, the entire outstanding debt will become due for immediate payment.

4.4. VisiConsult will be entitled to withdraw from all contracts with the Contractual Partner that have not yet been completely fulfilled and to demand the return of goods already delivered subject to retention of title as soon as the debtor defaults and/or a not insignificant deterioration in the assets of the Contractual Partner occurs. The assertion of further damages will remain unaffected by this.

4.5. The Contractual Partner may only offset undisputed or legally established claims against payment claims of VisiConsult. A right of retention of the Contractual Partner against justified payment claims of VisiConsult, which is not based on the same contractual relationship, is excluded.

5. Copyright

5.1. Drafts and offers produced by VisiConsult are protected by copyright. They may not be reproduced or made available or otherwise accessible to third parties. Any disclosure requires the written consent of VisiConsult.

5.2. VisiConsult will only transfer copyright utilisation rights to the Contractual Partner to the extent that these are required for the intended use of the work created by VisiConsult.

5.3. Sections 5.1 and 5.2 will apply accordingly to all samples, cost estimates, drawings and similar information of a physical and non-physical nature that VisiConsult has provided and/or made available to the Contractual Partner.

6. Liability

6.1. VisiConsult and its managing directors and employees will only be liable within the scope of §280 BGB (breach of contractual duties) for delay, impossibility, unauthorised action and for other legal reasons in cases of intent or gross negligence. In the event of culpable damage to life, limb or health, culpable breach of cardinal contractual duties or fraudulent misrepresentation, liability will be assumed within the scope of the statutory provisions. For simple negligence VisiConsult shall be liable only in case of a violation of so-called key obligations (an obligation the compliance with which is as essential prerequisite for orderly performance of a contract and on the due performance of which the counterpart can reasonably rely). In this case the liability is limited to the typical foreseeable damage.

6.2. In the event of data loss in the sphere of the Contractual Partner, VisiConsult will only be liable if the Contractual Partner proves that it has regularly backed up the data at least once a day. VisiConsult's liability for data loss will be limited to the cost of restoring a backup copy that is at most 24 hours old, unless the data loss was caused by VisiConsult or its employees wilfully or through gross negligence. Otherwise, with the exception of cases of intent and gross negligence, VisiConsult's liability for data loss is excluded.

6.3. The scope of VisiConsult's liability under the Product Liability Act remains unaffected.

6.4. VisiConsult's liability for initial defects in software (rental) is excluded, unless the conditions set out in section 6.1 are met.

6.5. Any necessary building permits and other authorisations required under public law (e.g. such as operating licences) must be obtained by the Contractual Partner alone. VisiConsult GmbH will not be liable for missing or unissued permits or for the existence of a granted permit.

7. Limitation

7.1. The general limitation period for claims arising from material defects and defects of title for hardware is one year from delivery and for software (purchase) in the case of delivery with a data carrier with the delivery of the software, in the case of sale by means of downloads from the Internet after notification and activation of the access data for the download area. If an acceptance procedure has been agreed, the limitation period will commence on acceptance.

7.2. The above limitation period will also apply to contractual and non-contractual claims for damages by the client that are based on a defect in the hardware or software. The Contractual Partner 's claims for damages pursuant to Section 6.1 and pursuant to the Product Liability Act pursuant to Section 6.3 will be subject to limitation exclusively in accordance with the statutory limitation periods.

8. Secrecy

8.1. Should the parties conclude a separate confidentiality, non-disclosure or similar agreement, that agreement will take precedence over the GTC in the event of contradictory provisions.

8.2. In the event that no such agreement is reached, the parties agree as follows:

If a party receives written information from the other party that is marked "confidential" or "proprietary" or similarly labelled or if a party receives information that the receiving party knows or should know is confidential or proprietary, the receiving party agrees to use such information only in the performance of the contract. In addition, the receiving party agrees to treat such information in the same manner as its own confidential information and to use commercially reasonable efforts to protect the confidentiality of such information. The obligation to treat information as confidential will not apply to information that has been disclosed in publicly available sources or is in the lawful possession of the receiving party without an obligation of confidentiality. In the event that the receiving party is required to disclose the Confidential Information pursuant to a court order or by operation of law, the receiving party hereby agrees to notify the disclosing party prior to the required disclosure. The confidentiality duties of this paragraph will apply during the term of the contract for a period of two (2) years after its termination or expiration. The parties will return or destroy Confidential Information of the other party on request.

9. Place of fulfilment, legal venue, applicable law

9.1. The place of fulfilment is Lübeck.

9.2. The legal venue is Lübeck. This will also apply if the Contractual Partner has no general legal venue within the Federal Republic of Germany.

9.3. The contracts concluded between VisiConsult and the Contractual Partner are subject exclusively to the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. Insofar as clauses defined in the Incoterms are agreed, the latest version of the Incoterms will apply.
 

Part A: Special regulations for the sale of hardware

10. Delivery times

10.1. As VisiConsult itself is not the manufacturer of the components it processes, binding delivery deadlines can only be specified for goods already in VisiConsult's warehouse. Otherwise, these are only estimated delivery dates without binding force. VisiConsult is required to inform the Contractual Partner immediately in writing of any anticipated delays to the delivery date.

10.2. If a prospective delivery date is unreasonably delayed for the Contractual Partner, the latter will have the right to set VisiConsult a reasonable grace period and to withdraw from the contract in whole or in part after this grace period has expired without result. Claims of the Contractual Partner that go beyond the legal consequences of withdrawal are excluded, including claims for damages due to non-fulfilment, unless the damage is based on an intentional or grossly negligent breach of duty by VisiConsult or a legal representative or vicarious agent of VisiConsult. Excluded from this exclusion of liability are claims for damages arising from injury to life, limb or health that are based on a negligent breach of duty by VisiConsult or an intentional or negligent breach of duty by a legal representative or vicarious agent of VisiConsult.

10.3. The expected delivery time stipulated in the contract will be extended appropriately in the event of circumstances that cannot be influenced by VisiConsult and that are not due to a breach of duty by VisiConsult. This applies in particular to operational disruptions, strikes, lockouts, non-deliveries by upstream suppliers and pandemic and/or war-related delays in delivery and impediments to performance.

10.4. If binding delivery deadlines have been agreed in the contract, compliance with them presupposes that the Contractual Partner fulfils any duties to cooperate incumbent on it in full and on time.

1. Scope

These AI Terms and Conditions supplement the provisions of the General Terms and Conditions (GTC) of VisiConsult X-ray Systems & Solutions GmbH, Brandenbrooker Weg 2-4, D-23617 Stockelsdorf (hereinafter "VisiConsult") and apply between VisiConsult and the client (hereinafter the "Contractual Partner") regarding the use of AI-based software modules (hereinafter summarised as "AI-SM"). These AI-SM consist of AI models and a software part that defines the control and configuration of the AI models from VisiConsult's standard software.

The use of the KI-SM by the Contractual Partner is subject to the provisions of the GTC and the following KI conditions. In the event of any inconsistencies between the GTC and these AI Terms and Conditions, these AI Terms and Conditions will take precedence with regard to the use of the AI-SM.

2. Service description and system requirements

A detailed service description and the system requirements for the use of KI-SM can be found in the product description, which is regulated in the respective offer or attached as an annex.

3. Provision of image data, right to use AI input/AI output

To use the AI-SM, the Contractual Partner must enter data in digital form ("AI input"). Depending on the use case, this can be image data, human input such as inspection decisions, metadata or machine data, for example. The software uses this data to generate new processed data ("AI output"). Depending on the specific AI-SM, the AI output can consist of generated annotations, improved image quality, noise-reduced images, text generation or other specific output formats. AI input and AI output are specified accordingly in the offer.

The AI-SMs use a universal database from VisiConsult, which is compiled from the AI input of other contractors. This database supports the training of the AI models, allowing the Contractual Partner to benefit from more efficient training times, reduced costs and improved AI-SM results.

1. General
The following conditions of purchase apply for all orders as well as frame agreements for deliveries and the service of the distributor. At the same time, these conditions apply exclusively. Deviating conditions of sale of the distributor are hereby explicitly contradicted. An acceptance of any other terms of sale also does not happen by silence or goods acceptance.

2. Quotations and Orders
Orders are usually made in written form and are transmitted via E-Mail. Alternatively, orders are placed using electronic data exchange via online shops.
One-time orders are valid without handwritten signature. Framework contracts as well as orders over the value of 50.000,-€ are only valid by signature of an authorized to sign person. All specifications, norms and conditions listed in the order are binding components of the order.
2.1 Order Confirmations
The supplier is committed to accord a written order confirmation to VisiConsult within 36 hours, preferably via E-Mail to purchasing@visiconsult.de. Besides the valid price for VisiConsult this confirmation must contain the scheduled date of delivery as well as the terms of payment and delivery. In case of discrepancies, the contract is considered pending ineffective, and we reserve the right of cancellation even after the receipt of the goods.
2.2 Frame agreements
Frame agreements serve to set specifications, qualities, ordered quantities as well as prices for a defined period of time.
2.2.1 Release orders
Calls are made in written form via E-Mail by reference to the frame order number. Additionally, each call is assigned to a project number, which must be mentioned on all further documents, to make an allocation possible. If previously agreed upon a fixed delivery date, the goods must reach the VisiConsult facility on that date.
2.2.2 Technical changes
We reserve the right for technical changes during the frame time. The distributor is obliged to implement these promptly; already issued recalls remain hereof unaffected.
2.2.3 Price adjustments
So long as technical changes have impacts on the pricing situation of the position, both sides reserve the right to renegotiate the agreed price and to revise the present frame agreement under the acquisition of the remaining open quantity at this time.
2.2.4 Commitment of taking
Beginning with the first delivery, a binding runtime of the frame agreement will be arranged. As long as there is a residual amount to be deducted after the expiration of the runtime, a connecting frame will be issued or the dispatch within twelve months will be scheduled.

3. Change of the object of delivery
If VisiConsult requires a change of the object of delivery, the supplier immediately has to inform about possible date and price effects and must prove these on request.

4. Delivery obligation for spare parts
For goods which will be part of our products, the distributor is obligated to deliver spare parts at reasonable market rates for a time of 10 years after termination of production of the affected product.

5. Force majeure
We are entitled to withdrawal orders, if a production interruption occurs due to inevitable events (force majeure). Apart from that, the payment date will be extended in accordance with the duration of the delay in case of all involuntary impediments of acceptance.

6. Delivery time
Agreed delivery dates and deadlines are binding. In case of delays, the supplier is in default without notice. The supplier has to inform us immediately about conceivable delays in delivery. Legal rights, especially for the replacement of a damage caused by the delay, as well as delay compensations will be claimed. Additional costs, especially in case of necessary cover purchases, have to be paid by the supplier. A waiver of any claims doesn’t occur by accepting of the delayed delivery.

7. Deliveries
Individually agreed delivery conditions apply. As long as not agreed differently, deliveries including appropriate packaging and insurance are made at the supplier’s expense. In all written documents related to the order, the supplier must declare the order and project number. Partial deliveries require our approval and are to be marked as such in the shipping documents. Unless otherwise agreed, deliveries to other delivery addresses must be made neutrally without mention of prices or other sensitive data. In addition, the supplier is obligated to send us a dispatch advice as well as a proof of delivery on request.

8. Information and documents for foreign trade
With dispatch of the goods, the supplier is obligated to provide the following foreign trade data on request:

• Customs tariff number (HS code) for the classifications of goods in the trade statistics
• Country of origin
• Classification and labeling of goods subject to export control
• Certificate of origin or proof of preference

9. Invoice and payment
Individually agreed conditions of payment apply. We reserve the right to pay invoices with immediate due-date within seven working days from goods receipt. In case of a defective or incomplete delivery, the term of payment begins only after receipt of the proper, complete product. The agreed right to discount deduction remains unaffected by this delay caused by the supplier. Invoices must be send by mail or via E-Mail to purchasing@visiconsult.de. In order to enable assignment as well as examination of these, the supplier must state the order number, the buyer, the project number and delivery note number on the invoice. Should we inadvertently make an overpayment or double payment, the supplier is obligated to notify us about this immediately upon notification and to transfer the overpaid amount back to us. A settlement of open invoices requires individual approval. A statute of limitation of this repayment is excluded.

10. Liability for defects
Goods must be free of material defects or legal deficiencies. As long as no divergent agreements are made in written form, possible claims of defects become time-barred 24 months following receipt of goods. Furthermore, the applicable legal norms apply. If the supplier is unable or not willing to render the supplementary performance after notification of defects, we reserve the right to remedy the defect by ourselves or through a third party. Any cover purchases to avoid harms may be made by VisiConsult and the supplier may be charged for the replacement of the necessary costs and expenses. Further possible claims can be enforced.

11. Quality assurance, Product safety
Prior to delivery, the supplier has to inform us if any changes to materials, procedures or other measures decisive to the quality of the product have been made. Otherwise the quality claims according to samplings and/or prior deliveries apply. Changes to agreed specifications require our written consent. A full documentation of the product life cycle has to be delivered on request. This documentation must document drawing revisions, supplier changes, parts from suppliers and test methods as well as other, essential product changes.

12. Product liability, Product recall
In accordance with clause no. 10, the supplier must bear the resulting costs and expenses of VisiConsult for any claims by our customers or third parties insofar as the damage is caused by a defect in the goods. In this case, the supplier must pay all costs and expenses, including possible legal costs. In case of safety related defects, a recall may potentially be necessary. In this case, too, the supplier pays all costs and expenses of the recall. As far as possible, we will carry out the content and scope of such a recall in coordination with the supplier. Furthermore, the legal norms in its valid version applies.

1.            General Provisions

1.1          These general terms and conditions (GTC) apply to all current and future business relationships between VisiConsult X-ray Systems & Solutions GmbH (VisiConsult) and its customer (contracting party), provided that the latter is not a consumer within the meaning of § 13 BGB. Other conditions, particularly the general terms and conditions of the contracting party, do not apply even if VisiConsult does not expressly object to them.

1.2          These GTC apply to consulting services and other services that VisiConsult provides to the contractor, particularly inspection services, training, and remote maintenance related to VisiConsult products ("VC products"). If the contracting party has purchased the VC products from VisiConsult, the separately drafted General Terms and Conditions of VisiConsult apply to that contract.

1.3          By placing the respective order, the contracting party acknowledges these general terms and conditions and their inclusion in the respective contract.

1.4          These GTC are drafted in German and English. In the event of discrepancies between the language versions, the German version shall prevail.

2.            Service Obligations of VisiConsult

2.1          The specific scope of services owed by VisiConsult is determined by a separate agreement between the contracting party and VisiConsult ("service agreement").

2.2          Unless expressly agreed otherwise (cf. Section 2.3), the obligations described in the service agreement are purely services. The services are provided to the best of our knowledge and exclusively based on the information provided by the contracting party to VisiConsult. Unless expressly promised, no specific result is guaranteed. Furthermore, no guarantee or other assurance is given by VisiConsult regarding the fulfilment of a purpose pursued by the contracting party with the service. The services include, among other things, assessments and advice on the implementation of technical projects, including feasibility studies; VisiConsult cannot guarantee the achievement of a technical or economic success intended by the contracting party, even if this success was formulated as a goal by the contracting party in advance, as the achievement of this success may also depend on other circumstances that may be outside the control and assessment competence of the parties.

2.3          If VisiConsult exceptionally promises the achievement of a specific performance result in the service agreement, VisiConsult is only obliged to provide the corresponding services to the extent specified in the service agreement. The same applies to performance deadlines promised by VisiConsult. Subsequent changes to the scope of services require the written consent of both parties to be effective, whereby additional expenses incurred by VisiConsult compared to the original scope of services shall be reasonably reimbursed by the contracting party. The promise of a specific property or suitability of the delivery/service for a specific purpose of use as well as the assumption of a guarantee are only binding if confirmed in writing by VisiConsult.

                In the cases of Section 2.3, the following provisions apply additionally:

2.3.1      The contracting party is subject to an obligation to inspect and give notice of defects analogous to § 377 HGB concerning the services to be provided by VisiConsult. If this obligation to inspect and give notice of defects is violated, the service is considered approved concerning the respective defect.

2.3.2      The contracting party must install the service results in a separate test environment before their productive use and test them for functionality and usability for the intended purposes to minimize the risk of data loss or operational disruptions.

2.3.3      The contracting party is obliged to accept the services provided by VisiConsult within one week of written notification of completion by VisiConsult. If the contracting party does not report any defects preventing acceptance within this period, the services indicated as completed by VisiConsult are considered accepted without objection by the contracting party. Any outstanding payment claims of VisiConsult become immediately due at this time.

2.3.4      With the (if applicable, fictitious) acceptance and full payment of the services provided by VisiConsult, the non-exclusive usage rights required for the intended purpose specified in the service agreement are transferred to the contracting party. Further usage rights, particularly for reproduction, editing, paid distribution, and publication, are not transferred to the contracting party without an express written agreement unless legal exhaustion of the affected copyrights has occurred.

2.4          Within the contractual framework provided by the service agreement, VisiConsult independently handles the tasks assigned to it. Subject to specific written obligations or specifications, the contracting party has no authority to issue instructions to VisiConsult and is not entitled to provide professional and organisational guidelines. However, VisiConsult will always strive to accommodate the wishes of the contracting party to the best of its ability.

2.5          VisiConsult uses only employees qualified to provide the agreed service to fulfil its contractual obligations. VisiConsult is entitled to use subcontractors with the same qualifications.

3.            Obligations of the Contracting Party

3.1          The contracting party must designate at least one technically sufficiently competent contact person who can promptly provide VisiConsult with the information and documents necessary for the agreed services. This contact person must be authorized to make and receive legally binding declarations on behalf of the contracting party concerning the service agreement and its execution, as well as any necessary changes and/or additions; this must be demonstrated to VisiConsult in an appropriate manner.

3.2          The contracting party must ensure that VisiConsult is provided with all necessary information, documents, or other resources for performing its services in a timely manner and that VisiConsult is informed of all necessary processes and circumstances. This also applies to documents, processes, and circumstances that only become known during VisiConsult's activities. VisiConsult undertakes to properly store all business and operational documents provided to it by the contracting party for the purpose of performing the services and to ensure that third parties cannot access them without authorization. The provided documents must be returned upon request by the contracting party. The obligation of confidentiality does not apply to ideas, models, concepts, methods, techniques, and other know-how, as well as information that was already known to VisiConsult at the time of communication by the contracting party or becomes known without connection to the specific service agreement.

3.3          To ensure VisiConsult can meet deadlines and dates to which it has explicitly committed in the service agreement, it relies on the support of the contracting party. Therefore, the contracting party undertakes to support VisiConsult's activities to the best of its ability and to provide all necessary cooperation services fully and in a timely manner. If relevant to the services to be provided by VisiConsult, the contracting party must promptly (i) inform about changes to its infrastructure, (ii) provide additional required infrastructure (especially remote access, network connections, power supply, workplaces, etc.), (iii) ensure that if the service is provided on-site at the contracting party's premises, access to premises, network, and all other related components is guaranteed at all times, and provide appropriate workplaces for the activities, and (iv) if log-in accounts (registrations) are necessary for the activities, set these up in advance and notify VisiConsult.

3.4          The contracting party is obliged to regularly back up data according to the principles of proper data processing, covering the entire software system. The contracting party must also protect its data against viruses using appropriate security measures that correspond to the current state of technology. Failure to comply with these measures, particularly Section 5.3, shall apply.

3.5          If the contracting party does not fulfil its cooperation obligations, does not fulfil them completely and/or in a timely manner, resulting in delays and/or additional effort, agreed performance deadlines are extended, and VisiConsult is entitled to demand reasonable adjustment of the remuneration. VisiConsult's right to claim further damages remains unaffected.