General Terms and Conditions (GTC)

1.1 These General Terms and Conditions ("GTC") apply to all business relationships between Sonoref Healthcare GmbH (hereinafter "Sonoref") and its customers (hereinafter "Customer").

1.2 Deviating, conflicting, or supplementary general terms and conditions of the Customer shall not become part of the contract unless Sonoref expressly agrees to their validity in writing.

1.3 These GTC shall also apply to all future business relationships, even if they are not expressly agreed again.

1.4 Sonoref reserves the right to amend these GTC at any time. Amendments will be communicated to the Customer in writing and shall be deemed accepted unless the Customer objects in writing within 14 days.

2.1 Sonoref undertakes to perform repairs to the best of its knowledge and belief. However, the Customer is expressly informed that, during the repair process, damage to the probe may occur or the original defect may worsen, potentially rendering the probe unusable or beyond repair.

2.2 Sonoref shall not be liable for damages or failure of the repair if Sonoref acted to the best of its knowledge and belief and the damage or defect was not foreseeable.

2.3 The Customer is informed that repairs on sensitive medical devices always involve a residual risk. Sonoref will take all reasonable precautions but cannot guarantee the success of any repair.

2.4 If, during repair, additional defects or damage are discovered that make further repair uneconomical or impossible, Sonoref will inform the Customer without undue delay. In such case, Sonoref may withdraw from the obligation to repair and invoice the services rendered up to that point.

3.1 Transport services such as collection or shipment are not insured by default. Upon the Customer's request, such services may be insured separately. An additional fee applies, payable in advance.

3.2 Sonoref is not liable for loss of a parcel by the carrier or for damage occurring during transport, as this lies outside Sonoref's sphere of control. The Customer is informed that, in the case of uninsured shipment, the Customer bears the risk.

3.3 Sonoref offers various shipping options from which the Customer may choose. Shipping costs shall be borne by the Customer unless otherwise agreed.

3.4 The Customer must inspect delivered goods immediately upon receipt for completeness and integrity and must promptly report any damage or loss to both the carrier and Sonoref.

4.1 All products are tested by Sonoref prior to shipment. This includes a technical inspection and functional testing to ensure compliance with Sonoref's quality standards.

4.2 However, the Customer is solely responsible for commissioning and for the required prior tests in accordance with EN 62353. This includes visual inspection, patient leakage current test, and functional testing. Sonoref assumes no liability in this regard.

4.3 The Customer must ensure that commissioning is performed exclusively by qualified and trained personnel. Sonoref assumes no responsibility for damages resulting from improper commissioning or operation.

4.4 The Customer is informed that regular maintenance and inspection of devices in accordance with legal requirements and manufacturer specifications are necessary to ensure safe operation.

5.1 All goods remain the property of Sonoref Healthcare GmbH until full payment of the purchase price. This also applies to any subsequent deliveries or spare parts supplied within the scope of warranty or repair.

5.2 The Customer must handle goods subject to retention of title with care and insure them against theft, damage, and loss. In the event of damage, the Customer assigns insurance claims to Sonoref.

5.3 In the event of breach of contract by the Customer, in particular late payment, Sonoref is entitled to repossess goods subject to retention of title. Repossession or seizure of reserved goods constitutes withdrawal from the contract.

6.1 Sonoref's offers are generally valid for 7 days from the date of the offer. After expiry, Sonoref is no longer bound by the offer.

6.2 Goods may be sold in the meantime. In this case, Sonoref will, where possible, submit a new offer. The Customer has no entitlement to the originally offered goods.

6.3 Offers are subject to change and non-binding. Technical changes as well as changes in shape, color, and/or weight remain reserved within reasonable limits.

7.1 Sonoref's guarantee services relate to the functionality of the goods. The guarantee does not cover wear parts subject to natural wear and tear.

7.2 Damage caused by mechanical impact, incorrect handling, electrical overvoltage, or liquid ingress is excluded from the guarantee. The Customer is informed that such damage may result from improper use.

7.3 Crystal failures or weaknesses resulting from use are generally excluded unless Sonoref's internal inspection determines otherwise. Such damage is considered normal wear and is not covered by the guarantee.

7.4 The guarantee is a voluntary service by Sonoref and may be modified or withdrawn at any time. The scope of the guarantee is governed by the guarantee conditions applicable at the time of contract conclusion and provided to the Customer.

8.1 Unless otherwise agreed, invoices are payable within 14 days from the invoice date without deduction. Sonoref reserves the right to require advance payment for new customers or larger orders.

8.2 In the event of late payment, Sonoref is entitled to charge default interest of 8.75% plus the 3-month EURIBOR. Sonoref also reserves the right to charge reminder fees and to take legal action if necessary.

8.3 Unless special provisions have been agreed in writing, payment in advance is required. The Customer will receive a pro forma invoice after order placement, which must be paid within the specified deadline.

8.4 Sonoref reserves the right to deliver goods and services only against advance payment or cash on delivery, particularly in the case of insufficient creditworthiness or repeated late payment.

8.5 Sonoref does not accept invoices in postal or paper form due to CO2 certification requirements. All invoices and related correspondence must be sent to invoice@sonoref.com.

8.6 Sonoref is entitled, after expiry of the payment deadline, to arrange collection of the goods at the Customer's expense and to store the goods until full payment (including any costs and fees) has been made by the Customer.

9.1 If goods were ordered specifically for the Customer because they were not available in Sonoref's stock, and the Customer cancels the order before delivery to the Customer, Sonoref shall retain 60% of the purchase price.

9.2 If the goods have already been delivered to the Customer, cancellation is generally not possible. Only goodwill solutions may be granted in individual cases, subject to a cancellation fee of 70% of the purchase price.

9.3 If a Customer returns and cancels an item that was available in stock after delivery, cancellation fees of at least 50% of the purchase price apply, plus expenses and any other costs and fees.

9.4 If the Customer placed an order and the goods were ordered for the Customer or already delivered, and the Customer cannot obtain leasing or financing due to payment difficulties or credit issues, the Customer is obliged to also use the financing option offered by Sonoref Healthcare's selected partner ABC Finance in order to fulfil the order. If this also does not result in financing, the Customer remains liable for all cancellation fees and associated costs, at least 55% of the agreed net purchase price.

9.5 No right of cancellation after delivery / returns only by Sonoref's goodwill
Once goods have been delivered by Sonoref and an invoice has been issued or sent to the Customer, the Customer has no right of cancellation thereafter. Any return after purchase is possible only upon Sonoref's explicit written goodwill confirmation. In such case, the cancellation/return fee after receipt of the goods is 80% of the purchase price (unless higher fees apply under Sections 9.2–9.4 due to the specific case).

9.6 No returns for custom-order products
For custom-order products (goods ordered specifically for the Customer and not part of Sonoref's regular stock), returns are excluded in all cases.

10.1 The transfer or provision of a loan ultrasound probe to third parties is expressly prohibited. Loan ultrasound probes may only be commissioned and used by the Customer and its employees. Third-party companies and private individuals are excluded from use.

10.2 Loan probes must be handled carefully to prevent damage. Only cleaning agents and methods officially approved by the manufacturer may be used. Opening loan probes is strictly prohibited. If this occurs without Sonoref's knowledge, loan fees according to the price list plus special inspection costs and any repair/replacement costs will apply and may be charged immediately without further notice.

10.3 Loan probe fees may be charged in the following cases:

• From the 5th day after arrival of the loan probe at the Customer, if no probe for repair has arrived at Sonoref or collection has not been arranged and/or Sonoref has not been informed; from the 6th day, a daily fee applies according to the price list.
• From the 7th day after sending a quotation for repair/exchange without written acceptance or rejection.
• From the 4th day after the repaired probe has been returned to the Customer, if the loan probe has not been returned or collection has not been arranged and/or Sonoref has not been informed; from the 5th day, a daily fee applies according to the price list.
• If the Customer ordered the wrong probe type and Sonoref delivered it, each day between arrival and return shipment/hand-over to the logistics provider including transmission of tracking ID to Sonoref will be charged according to the price list.
• If the Customer returns the loan probe without justification/without sending a defective probe for repair or inspection, a loan fee applies according to the price list starting from the day of arrival.

10.4 In case of damage:

• If a probe is damaged or rendered irreparable during the loan period, the Customer must report this to Sonoref within 24 hours.
• The damaged probe must be returned to Sonoref immediately or made available for collection without exception.
• After Sonoref's incoming inspection, the extent of damage and repair feasibility will be determined. All costs related to repair or replacement shall be borne by the Customer and may be charged immediately.
• If a probe is stolen, damaged, or opened by third parties, the Customer bears the full replacement/repair costs.
• If a defect is discovered upon receipt of a loan probe provided by Sonoref, Sonoref must be informed immediately in writing and the Customer must cease using it.
• If a loan probe is damaged during use, it must not be used further, as this may cause further damage and risk of injury to user and patient.

10.5 Probe sealing:

• If a seal applied by Sonoref is removed or broken, Sonoref will carry out a special inspection. The Customer bears the inspection costs and Sonoref may charge them immediately according to the price list.
• Seals are placed strategically so that normal use/cleaning does not affect their integrity.
• If no seal is visible upon receipt, the Customer must inform Sonoref immediately in writing by e-mail.
• If a seal comes off or is damaged due to cleaning/use, the Customer must also inform Sonoref immediately in writing.
• If a broken seal is found upon return to Sonoref and a defect is discovered, the Customer bears all repair/replacement costs.

10.6 If Sonoref requests the return of a loan probe, the Customer must comply immediately. If the loan probe is not returned or made available for collection despite such request, the Customer indicates an intention to retain it, and Sonoref may invoice the probe to the Customer in full at the price calculated by Sonoref.

10.7 Probe categories:

• Standard loan probe: linear / convex / micro-convex / phased array (cardio)
• Special loan probe: matrix / bi-plane / single-crystal / Apple probes / specially coated probes / intraoperative probes
• 3D loan probe: 3D convex / 3D linear / 3D vaginal
• Standard TEE loan probe: 2D TEE probe
• Special TEE loan probe: 3D/4D TEE / matrix TEE probe

11.1 Certain goods are brokered by Sonoref only. Processing of such goods takes place directly between the Customer and the owner of the goods. Payment is handled directly between the Customer and the owner.

11.2 Sonoref acts solely as a service provider to ensure quality and to establish contact between Customer and seller. Sonoref assumes no liability for the contractual handling between the Customer and the owner of the goods.

12.1 Sonoref accepts payments in various currencies. Cryptocurrencies such as Bitcoin, Ethereum, and USDT are also accepted. However, such payments require special handling. Please contact your Sonoref representative if you are interested in payments of this kind.

13.1 Sonoref cooperates with several international partners. Depending on the Customer's origin, certain partners may have defined sales territories and franchises. For this reason, business transactions in certain countries may be handled through these partners, depending on customer type and allocation.

14.1 Each supplier is obliged to deliver to Sonoref under Incoterms DAP (Delivered at Place) and thus bears liability for damage during transport.

14.2 Sonoref does not accept reports or condition analyses from other companies. Condition assessments are based exclusively on Sonoref Healthcare's report, which is accepted by the supplier.

14.3 If defective goods are delivered to Sonoref although the goods were agreed as fully functional, the supplier is responsible for all transport associated with the process. The supplier is also responsible for replacement delivery by express within 5 working days unless otherwise agreed in writing with Sonoref.

14.4 The supplier must bear all costs associated with loss of appointments. These costs may be deducted by Sonoref directly from the purchase price.

14.5 Sonoref clarifies that supplier payment terms are generally 30 days unless otherwise agreed. Suppliers must issue invoices exclusively to invoice@sonoref.com.

14.6 If a supplier engages a service such as a debt collection agency or similar, Sonoref is in no case obliged to communicate with a third company. Sonoref states that all communication between Sonoref and the supplier must take place directly, and all other companies are excluded from such communication or business transactions.

14.7 Sonoref states that companies that do not act in accordance with these GTC will be excluded from doing business with Sonoref and its associated partners.

15.1 Sonoref collects, processes, and uses the Customer's personal data only for contract processing and in accordance with the legal provisions of the General Data Protection Regulation (GDPR).

15.2 The Customer has the right at any time to access, correct, block, and delete stored data.

15.3 GDPR data protection provisions applicable to mail order trade:

• Purpose: Personal data is processed for contract performance, delivery, and payment processing.
• Legal basis: Art. 6(1)(b) GDPR (performance of a contract).
• Recipients: Data is transmitted to shipping service providers and, if applicable, other third parties insofar as necessary for delivery and contract performance.
• Storage period: Data is stored as long as necessary for contract performance and due to statutory retention obligations.
• Customer rights: The Customer has the right to access, rectify, erase, restrict processing, object, and data portability. The Customer may lodge a complaint with the competent supervisory authority if the Customer believes data processing violates the GDPR.

15.4 The Customer is obliged, in the context of repairs or similar processes, to ensure that no patient data is transmitted to Sonoref. Sonoref assumes no liability for loss or disclosure of patient data transmitted during repairs or similar processes.

15.5 Sonoref may disclose personal data to third parties if this is necessary for contract performance or to carry out pre-contractual measures. This includes in particular disclosure to service providers acting on Sonoref's behalf.

16.1 Transport and insurance
Ultrasound probes and ultrasound devices shipped or collected by SonoRef are generally handled by external carriers (e.g., DHL, UPS, FedEx, Post). SonoRef notes that no separate transport insurance exists for such shipments. Additional transport insurance must be expressly agreed in writing between the Customer/Supplier and SonoRef. The Customer/Supplier is responsible for taking out such additional insurance.

16.2 Exclusion of liability
SonoRef assumes no liability for loss or damage of uninsured parcels, neither for shipments to the Customer/Supplier nor for incoming shipments. Liability for transport damage or losses lies with the respective carriers according to their terms and any standard insurance included therein.

16.3 Role of SonoRef
SonoRef does not act as a carrier, but solely handles the organizational processing of transport logistics. SonoRef does not act as a transport logistics provider and is not liable for transport operations performed by external service providers.

17.1 If individual provisions of these GTC are or become wholly or partly invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision.

17.2 The law of the Republic of Austria shall apply. The place of jurisdiction shall be Sonoref's registered office, insofar as legally permissible.

17.3 Side agreements, amendments, or supplements to these GTC must be made in writing to be effective. This also applies to waiving the written form requirement.

17.4 The Customer may transfer rights and obligations arising from the contract to third parties only with Sonoref's prior written consent.