GENERAL TERMS AND CONDITIONS OF SALE

of

NEKTON GmbH - NEKTON-Produkte, Germany

1. Exclusive Validity
All supplies, deliveries and other services are governed exclusively by the following terms of business. Any customer’s terms of business contrary to those contained herein will not be accepted even when not specifically rejected. Any arrangements differing from the following must first be confirmed in writing unless already given pre-eminence in the acknowledgement of order. This also applies to verbal supplementary agreements.

2. Offers
All offers are not binding and subject to alteration without notice. Technical specifications and drawings are not binding unless specifically confirmed. We reserve the right to change the construction, design and formula of a product at any time before actual delivery.

3. Conclusion of Contract
Orders should be made in writing on principle. Orders transmitted as a facsimile will be accepted. Any orders received by telephone are effective for the customer as soon as written confirmation has been received from our Company.

The contract comes into being through

(a) Our written acknowledgement of order

(b) Delivery of merchandise

(c) Receipt of invoice

The price list current at the time of acknowledging order is valid for all prices. Value Added Tax will be calculated and added at the applicable rate and according to the laws current at the time. Unless otherwise agreed prices are ex works not including packaging.

Prices for merchandise to countries outside of Germany are ex works Pforzheim and include neither duties, nor insurance nor packaging. Export packaging will be charged at cost price. We are not liable for debts arising from customs duties advanced by the forwarding agent.

Should there be more than 4 months between acknowledgement of order and actual delivery, a possible increase in price can be passed on to the purchaser.

4. Payment
Unless otherwise agreed: Payment in full but not including postage/freight in advance by cheque, bank/SWIFT transfer or VISA credit card with order or on receipt of pro-forma invoice. Cheques and drafts are only accepted for the sake of payment. All costs thus incurred must be borne by the customer/purchaser.

5. Credit Standing
Should justifiable reason to doubt the customer’s ability to pay or of his creditworthiness arise after accepting an order, we can demand advance payment or collateral. A report to this effect from a reputed credit agency counts as proof of poor credit status. Should the customer refuse to pay in advance or provide collateral, we can rescind the contract and demand compensation for expenditures including possible attorney’s fees.

6. Delivery Period
Delivery period does not begin until the customer has provided us with all the information necessary to execute the order and, where necessary, has fulfilled contractual pre-requirements.

The day the shipment is despatched or is ready for despatch is regarded as the date of delivery. The period of delivery given by us is only approximate and can be exceeded by up to four (4) weeks unless delivery date has been fixed.

Should we be prevented from executing an order within the given time due to circumstances beyond our control, the delivery period is correspondingly extended until the cause of the delay has been eliminated. This also applies when the cause is a temporary delay in materials from our suppliers.

We have the right to make part shipments.

7. Alterations & Amendments
Requests for alterations or amendments after acceptance of order has been confirmed can only be taken into account at our discretion.

8. Passing of Risk
The risk passes to the customer as soon as he has been informed that the goods are ready for despatch or at the latest on despatch of the goods. Unless the customer has dictated method of consignment, shipment will be made at our discretion under consideration of our duties but without obligation to choose the cheapest forwarding method.

9. Inspections/Deadline for Notices of Defects
The inspection period begins when the goods are handed over to the customer, his agent or the forwarding agent responsible for the consignment.

Obvious defects are to be reported by telephone without delay followed by confirmation in writing within 8 days. After expiration of this deadline the goods are regarded as so accepted under § 377 II HGB (German Commercial Code).

Notice of hidden defects is to be given in the above manner as soon as they are discovered, as provided by §377 and §378 of the German Commercial Code. The customer’s right to claim expires after a six-month inspection period.

Claims for defects arising from damage or improper use and storage, especially in disregard of the instructions enclosed with the product, will not be recognised.

10. Warranty
(a) Defective goods will be either be repaired by us free of charge or replaced at our discretion, provided claims are justified and made within the prescribed time. The objects of the complaint are to be kept for 6 months or returned to us at our request. Replacement costs including delivery are at our expense.

(b) Should the repair fail within a reasonable period or we let a reasonable extension expire in vain, the customer has the right to rescind the contract (Redhibition) or reduce the purchase price (Abatement).

(c) The customer is not entitled to claim for damages due to failure to meet obligations, impossibility, want of guaranteed properties, positive violations of demands, faults on concluding contract (culpa in contrahendo) or incorrect advice. This exemption from liability does not apply in cases of wilful intention or gross negligence on the part of legal representatives or employees of the Company.

(d) Claims arising from product liability fall under the law governing product liability. The extent of such claims is limited to the extent of the insurance policy our Company has taken out to cover product liability.

11. Title Retention
We reserve the right of title to all goods delivered in accordance with the existing business relationship until they have been fully paid for.

The customer is entitled to sell delivered merchandise at any time within the framework of proper transaction of business until revoked. The customer is obliged, however, reserve the transfer of ownership in our favour until the purchase price plus expenses and interest has been paid in full (extended title retention). The customer is not obliged to reveal the extended title retention to his purchaser in an intact business relationship. In the case of a defaulted business relationship, which begins after the third futile reminder, the customer must on demand inform us of the name and address of the purchaser who received our goods. The rights from the title retention and all claims from the sales contract with the customer’s ultimate purchaser have already been made over to us.

The customer is entitled and obliged to collect the thus assigned claims, provided we do not revoke the authority to collect. During the period of title retention the customer may neither pledge the goods nor allow rights on them to third parties. We are entitled to pledge goods under title retention without relinquishing title of retention. If the customer is in default of payment, we can remove the goods under title retention in as far as is necessary to secure outstanding claims. These goods may serve as security for outstanding claims or be used at our discretion in the best possible way for account and risk of the customer. The customer is not entitled to the return of the goods and has no longer right of possession in this case.

We are obliged to transfer our entitlement on these goods and the correspondingly assigned claims to the customer on demand when the value of such goods exceeds by 20 % the total value of our demands including interest and expenses.

12. Data Security
When entering into the contract the customer grants consent to processing data concerning the above by means of electronic information processing systems within the framework of the Data Security Law for the purpose of filling the contract.

13. Protection of Industrial Property
The customer commits himself to acknowledging industrial protection rights (of copyrights, registered formulas, patents, know-how etc.) on goods delivered and drawings as our property.

Should the customer learn of violations of the protection of our Company’s property rights in the due course of selling our products, he is required to inform us.

14. Changes in Customer’s Legal Status
The customer is required to inform us immediately of the following circumstances:

Liquidation of business, application for declaration of insolvency, fundamental changes in the legal and proprietorship structure of the business as well as removal of location of business. The customer is liable for any damages that arise from omitting to inform us.

15. Salvatory Clause
Should a clause of these terms and conditions become invalid, this does not affect the validity of the other clauses in any way. The parties to the contract are obliged to replace the invalid clause with one that under law comes as close as possible economically to the original purpose.

16. Place of Delivery and Court of Jurisdiction
Place of delivery for all claims and entitlements is Pforzheim

German law is applicable in all cases both in a material and judicial sense. Sole courts of jurisdiction for all disputes, in particular in the case of lawsuits concerning documents of title, are the courts competent for Pforzheim in as far as they are legally authorised.