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Zimmer Group Scandinavia AB
SE-262 73 Ängelholm
Date: Oktober 2025

Managing Director: Niels H. Sørensen
Organisations-Nr.: 559523-0482
Registered office: 262 73 Ängelholm, Sweden
Zimmer Group Scandinavia AB is a company within the Zimmer Group

§ 1: Application Area, Validity of These Conditions, Written Form

1. Unless otherwise agreed in writing, the following conditions apply to agreements concluded with Zimmer Group Scandinavia AB (= also referred to hereinafter as “we” or “us”). The following general terms and conditions of sales and delivery shall apply to the extent that they have not been separately departed by any other agreement and thus apply to all offers, sales, and deliveries from Zimmer Group Scandinavia AB.
2. All deliveries, services and products from Zimmer Group Scandinavia AB are, insofar as the specific contracts listed in § 1 item 5 are not present, provided solely on the basis of these General Terms and Conditions. We hereby expressly reject any references or counter confirmations from the Ordering Party asserting its own terms and conditions of business or purchase. We do not acknowledge any such terms and conditions of business or purchase deviating from our General Terms and Conditions, unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall apply even if we knowingly and without reservation fulfill conditions of the Ordering Party that deviate from our Terms and Conditions.
3. These General Terms and Conditions shall also apply for all future transactions with the Ordering Party even without subsequent express agreement.
4. All agreements made between us and the Ordering Party for the purpose of fulfilling the respective contract shall be set forth in writing upon conclusion of the contract.
5. In the event of contracts in the area of general systems business or contracts focusing on assembly, commissioning, repairs, maintenance or other services, the General Terms and Conditions for Deliveries in the area of general systems business and the General Terms and Conditions for Assembly, Commissioning, Repairs, Maintenance and Other Services shall take precedence over these General Terms and Conditions.

§ 2: Quotation and Conclusion of Contract

1. Unless otherwise agreed, a contract with us shall take effect upon receipt of our order confirmation by the Ordering Party, which may occur orally, by phone, in writing, by fax or by e-mail. At the latest, however, the contract shall take effect with our provision of the delivery item.
2. Where otherwise expressly stated, any offer shall be binding on the seller for only 30 days. Unless otherwise agreed in writing, delivery times are at best estimates and subject to intermediate sales. 

§ 3: Technical Information, Product Information, Drawings, Catalogues, Descriptions etc.

1. We reserve the right to change in execution etc. without prior notice. Such changes do not give the buyer the right to withdraw the purchase unless the buyer can prove that a particular construction, execution, etc. was a prerequisite for the purchase. Changes made and resulting in the withdrawal of the purchase do not entitle the buyer to any damages. In the case of equipment which, by its nature, requires special documentation for assembly, connection, operation and/or maintenance, the seller will provide the buyer with such documentation free of charge at the latest at the same time as delivery. The seller reserves the right to require that such documentation be treated as confidential. All drawings and technical documents relating to the products entrusted to the buyer before or after the conclusion of the agreement shall remain the property of the seller. Such material may not be used by the buyer or copied, reproduced, surrendered third parties, or otherwise brought to the attention of third parties without the seller's written consent. 
2. The characteristics of the objects we deliver that are listed in the catalogs, brochures, price lists or are otherwise accessible do not entail any specification of properties unless the specifications are expressly agreed upon between us and the Ordering Party. Zimmer is obligated to maintain adherence to voluntary standards outside the ISO 9001 certification if this is expressly agreed in writing. All documentation corresponds to the specifications of the respective applicable European statutory Machinery Directives insofar as these are applicable. All products are supplied with original operating instructions in German and English. All other languages of the European Community are available for a fee. Source documents shall not be handed over for independent translations.
3. We reserve the right to make changes to the delivery item in design or form that are related to improvement in technology or required by law during the delivery period, so long as this does not substantially alter the delivery item and the changes are reasonable for the Ordering Party. However, we are not required to also make such changes to previously delivered products.

§ 4: Delivery Time

1. Delivery times are calculated from the last of the following times: a) Seller's receipt of the buyer's order. If the order contains conditions that differ from the seller's offer, the date on which such discrepancies have been finally resolved between the parties shall apply. (b) Receipt by the seller from the purchaser of such complete technical specifications and/or agreed advance payments as may be necessary for the execution of the supply.  In addition to the delivery time specified in the agreement, we are entitled to an extension of the delivery time provided that the buyer is informed without undue delay of any expected exceeding of the specified delivery time. If we do not see ourselves able to deliver the sold to an extended delivery time, the buyer has the right to withdraw the purchase.  The stated delivery times are based on delivery information obtained from that supplier. The seller shall not assume liability for any delays which go beyond the standard conditions of the manufacturer concerned or the legal rules applicable in the country of manufacture of the industry concerned. In addition, without prejudice to force majeure, any order has been received in accordance with paragraph 10 below. The seller's liability for loss suffered by the buyer because of delay or non-delivery may never exceed 5 % of the value of the delayed portion of the delivery. In the event of delay or non-delivery, the seller may not be held liable for fines, loss of operations, loss of earnings or other indirect loss or otherwise for consequential damages. 

§ 5: Prices

1. Price indications in catalogues, price lists, etc. are informative and may be changed at any time without prior notice. Price in tender is only binding against the indication of final and binding order within one month of the submission of the offer. Price indications in quotes and order confirmations are based on the exchange rate (base rate) indicated in the quote/order confirmation. If the exchange rate on the day of delivery differs by 1 % or more from the base rate, the invoicing price shall be adjusted in percentage terms accordingly. In addition, all price indications shall be based on the duties applicable at the time of delivery and on other public/statutory charges and charges. In the event of a change in these, the delivery price will be adjusted accordingly. If delivery is postponed due to the buyer's wishes or circumstances that can be attributed to the buyer, invoicing will be made at the price applicable on the day of delivery. Where nothing else is agreed, prices include packaging, but excluding VAT and other public taxes, fees and the like. Unless there is another written agreement, the prices for delivery ex our warehouse apply. The seller reserves the distinct right to impose a fee when processing orders. The timing of the transfer of risk shall be determined in accordance with the international rules on the interpretation of trade terms (Incoterms) drawn up by the International Chamber of Commerce at any time. 

§ 6: Transit

1. When the seller takes on shipment, it will in any case be at the buyer's expense and risk. Unless a special mode of transit is agreed, the shipment shall be carried out in the manner which the seller at any time deems most appropriate and without liability for any freight differences. 

§ 7: Terms of Payment

1. Payment must be made in cash within 30 days of the invoice date, unless otherwise stated on the invoice. However, for smaller deliveries to buyers who do not have a current account with the seller, delivery for administrative reasons will be by C.O.D. If payment is not made in good time, the right to calculate interest on the outstanding debt in force at any time from the due date shall be reserved at Sveriges Riksbanks lending rate + 8 % per month.
2. Deliveries remain the seller's property until payment is made in full.
3. Payment shall be deemed to have been made only when we receive the equivalent value.
4. The Ordering Party is obligated to handle the goods subject to retention of title with care for as long as title is retained. Insofar as maintenance and inspection work is required, the Ordering Party must carry these out in a timely manner and at its own expense.

§ 8: Complaints, Remedying Deficiencies, Warranty

1. Complaint regarding quantity deviations must be made within 8 days of delivery. If the buyer wishes to advertise any defects, written complaints must be made without undue delay after the defect has been established. After the seller has received a complaint about a defect considered to be covered by this provision, the seller will remedy the defect without delay. For a period of 12 consecutive months after the invoice date, the seller undertakes to make, without undue delay, a delivery or repair at the seller's discretion, where there are defects in the delivery due to defects in construction, material, or manufacture. The seller's liability for defects does not include defects caused by a design or execution prescribed by the buyer, changes made by the buyer without the seller's written agreement, improper repair by the buyer or at his request, improper installation or processing, defective maintenance, or other matters attributable to the buyer. Nor does the seller assume obligations for impairments caused by normal wear or tear. Remediation shall not cover such cases where defects are due to normal wear or tear or that the supply has not been maintained and used in full compliance with the seller or seller's supplier's regulations, improper or inappropriate use, including the use of improper aids, modifications or technical interventions made without written consent of the seller, irregular electricity supply, improper installation, or exceptional climatic influences. The costs of installation and dismantling are not covered by the right of remediation. Where the buyer can carry out the remedy himself in his place, the seller's remediation obligation under this provision is fulfilled by the transmission of a new or repaired part. Defective parts or products may be dispatched to the seller at the buyer's expense and risk and only by prior agreement. Repaired parts or products are returned at the seller's expense and risk. Defective parts exchanged according to the foreman must be made available to the seller. The seller provides remedial rights for parts of the delivery that have been replaced or repaired under the same conditions and under the same conditions as for the original delivery. However, the remediation obligation does not apply to any part of the delivery beyond 18 months from the original invoice date. The sold is only received back after prior written agreement to that effect. After the risk of the delivery has passed to the buyer, the seller has no liability for defects beyond the obligations set out above. The seller assumes no liability and no liability for any damage to other equipment or property, loss of operations, loss of profit or other derivative damage for any reason.
2. All warranty claims shall expire 12 months after the invoice date, however no later than 18 months after the original invoice date. Any longer statutory limitation periods shall not apply in B2B transactions.

§ 9: Product Liability

1. For damage to persons resulting from defects or defects in supplied products, the seller is liable in accordance with the applicable Product Liability Act. The seller is not responsible for operating losses, profit losses, costs for recovering corrupted data on data carriers or other indirect losses. The seller is not liable for damage to real estate or movable property that occurs while the supply is in the buyer's possession. The seller is also not responsible for damage to products manufactured by the buyer or to products in which they are incorporated. To the extent that the seller may be liable to third parties, the buyer is obliged to indemnify the seller to the same extent that the seller's liability is limited according to the previous two pieces. If a third party makes a claim against one of the parties for liability under this paragraph 9, that Party shall forthwith inform the other Party thereof.

§ 10: Force Majeure

1. The following circumstances shall result in a freedom of liability if they impedes the performance of the contract or make performance unduly onerous: labor dispute and any other circumstance beyond the control of the parties, such as fire, war, mobilization or unforeseen military calls of equivalent magnitude, requisition, seizure, currency restrictions, riots, disturbances, lack of means of transport, general shortage of goods, restrictions on driving and deficiencies in or  delay in deliveries from subcontractors due to any of the circumstances referred to in this point. It shall be the responsibility of the party wishing to rely on any of the circumstances referred to in this paragraph to inform the other Party in writing, without undue delay, of its occurrence and termination. In cases of force majeure on the part of the buyer, the buyer must cover the costs incurred by the seller to secure and protect the supply. Notwithstanding the general terms and conditions of sale and delivery, either Party may terminate the agreement by written notification to the other Party if the performance of the contract is impeded for more than 6 months by an event as mentioned above.

§ 11: Exports

1. As certain products may be subject to embargo provisions; their export may not take place without prior written agreement with the seller. 

§ 12: Software Use

1. In as far as software is included in the scope of delivery, the Ordering Party is granted a non-exclusive right to use this software including its documentation. The software is transferred exclusively for use on the delivery item intended for this. This right is non-transferable. The Ordering Party is not permitted to grant use rights to third parties. Any use of the software on more than one system is prohibited. The Ordering Party may reproduce, revise, translate or convert the object code into the source code only to the extent legally. The Ordering Party undertakes not to remove existing manufacturer information, particularly copyright or registration marks, such as registration numbers in the software, or to modify it without our express, prior approval. The other rights to the software and the documentation, including copies, remain vested in Zimmer Group Scandinavia AB as seller or in the software provider.

§ 13: Data protection

1. Zimmer Group Scandinavia AB processes personal data of the purchaser exclusively in accordance with the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the Swedish Data Protection Act (Dataskyddslagen 2018:218).
2. Only such personal data will be processed as is necessary for the performance of the contractual relationship and the ongoing business cooperation (e.g. name, contact details, invoicing data).
3. The data may be used solely for fulfilling contractual obligations, for safeguarding legitimate interests (e.g. credit checks, debt collection), and – where legally permissible – for providing information and marketing related to our products and services.
4. Disclosure of personal data to third parties will take place only insofar as this is required for the performance of the contract (e.g. to logistics or IT service providers) or where we are legally obliged to do so.
5. The purchaser has the right at any time to request access to, rectification or erasure of personal data, restriction of processing, data portability, as well as the right to lodge a complaint with a supervisory authority. In Sweden, the competent authority is the Integritetsskyddsmyndigheten (IMY).

§ 14: Settlement of Disputes - Jurisdiction

1. Any dispute between the seller and the buyer in connection with supplies covered by these general conditions of sale and delivery must be settled in accordance with Swedish law and to the exclusion of the UN Convention on Contracts for the International Sale of Goods and with the Arbitration Rules of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden.
2. The language of the contract is English.

§ 15: Partial Nullity

If a provision in these General Terms and Conditions or a provision in other agreements between us and the Ordering Party shall at any time be deemed either entirely or partially invalid or unfeasible, or if these General Terms and Conditions should contain any gap, the validity of all other provisions and/or agreements shall not be affected. The effective or feasible provision most closely approaching the purpose of the ineffective or unfeasible provision shall apply in its place as agreed upon. In the case of a gap, the provision corresponding to what would have been agreed upon in accordance with the purpose of these General Terms and Conditions, insofar as the parties to the contract would have taken the matter in question into account from the outset, shall apply.