1 _ General

1) Our following General Terms and Conditions of Business shall apply to all present and future business relationships. Any of the Purchaser’s terms and conditions, which are contrary to or in deviation to our General Terms and Conditions of Business will be challenged by us, unless we had expressly agreed to their validity in writing. Our General Terms and Conditions of Business shall also apply should we unreservedly execute the delivery to the Purchaser in the knowledge of the Purchaser’s terms and conditions, which are contrary to or in deviation to our sales conditions; the acceptance of deliveries or performances shall in particular be considered as recognition of our terms and conditions.

2) All agreements made between the Purchaser and ourselves for the purpose of executing this contract shall be recorded in writing in this contract.

3) Our General Terms and Conditions shall apply to a company, acting in the execution of its commercial or independent professional activity when concluding a legal transaction, and also to a legal entity subject to public law as well as to special assets subject to public law. It is expressly clarified that these Terms and Conditions of Business shall also apply accordingly to hospitals of any legal form and to resident doctors.

2 _ Offer

1) Our offers are subject to confirmation, unless otherwise stated.

2) Orders, which are to be considered as offers in accordance with § 145 of the German Civil Code, may be accepted by us within four weeks and are binding for that length of time.

3) We shall retain all rights of ownership and all copyrights to illustrations, drawings and other documents. The latter may not be made accessible to third parties without our prior written consent. This shall especially apply to any documents designated as confidential.

4) Taking into account the Purchaser’s interests, we shall be entitled to make appropriate changes to the products.

3 _ Prices and conditions of payment

1) Unless otherwise stated in our confirmation of order, our prices shall apply “ex warehouse Höchstadt". The packaging shall be invoiced separately.

2) We shall reserve the right to appropriately alter our prices, should cost reductions or cost increases occur after the contract has been concluded, especially – but not only – should these be due to work and material price increases.

3) Our prices are exclusive of VAT. This will be posted separately in the invoice. 4) The deduction of cash discount shall require a special written agreement.

5) Unless otherwise stated in the agreements reached or the confirmation of order, the purchase price shall fall due without any deduction whatsoever as soon as the goods are ready for delivery. We shall be entitled to demand interest after due date in the amount of 5% per annum. Should the Purchaser be in default, we shall then be entitled to demand default interest in the amount of 4% above the respective base interest rate per annum. In the event that we are able to prove greater damages caused by delayed performances, we shall be entitled to claim the higher amount. The Purchaser shall, however, be entitled to prove to us that no or considerably less damage has been caused as a result of the default in payment. In addition, in the event of default, we shall be entitled to immediately call in all other accounts receivables based on the same legal relationship.

6) The Purchaser shall only be entitled to offset, should his counterclaims be either legally determined or be uncontested or acknowledged by us. The Purchaser shall only be authorised to exercise a right of retention insofar as his counterclaims are based on the same contractual relationship.

4 _ Delivery and delivery time

1) Unless otherwise stated in the confirmation of order, the delivery shall be agreed as "ex warehouse Höchstadt".

2) At the Purchaser’s written request, we shall take out transport insurance to cover the delivery. The costs accrued to this end shall be borne by the Purchaser.

3) Reasonable partial deliveries to the Purchaser shall be permissible.

4) The prerequisite for our specified delivery time to begin is the clarification of all the necessary questions with regard to the respective order.

5) Should we be in default, for reasons for which we are responsible, the liability for damages in the event of ordinary negligence shall be excluded.

6) The Purchaser shall be entitled to set us an appropriate period of grace under penalty of rejection, once we are in default. Following the fruitless expiration of this period of grace, he shall be entitled to withdraw from the contract. The Purchaser shall only be entitled to damage claims due to non-fulfilment in the amount of the foreseeable damage, should the default be based on intent, gross negligence or the infringement of cardinal obligations. Moreover, claims for damages shall be excluded. The limitations of liability in this paragraph shall not apply, should a firm commercial deal have been agreed or should the Purchaser be able to claim that his interest in the contractual fulfilment has expired due to the default for which we are responsible. In such cases, however, our liability shall be restricted to foreseeable damages typical to the contract.

7) The prerequisite of our adherence to our delivery obligations shall be the Purchaser’s prompt and correct fulfilment of his obligations.

8) Should the Purchaser be in default of acceptance or should he infringe other obligations to cooperate, we shall then be entitled to demand the reimbursement of our accrued damages, including any additional expenditure. In such case the risk of accidental destruction or accidental deterioration of the item of purchase shall also transfer to the Purchaser at the time the latter falls into default of acceptance.

9) In the event of Act of God and in cases in which unforeseeable performance impediments exist, which cannot be overcome by reasonable efforts, the delivery date shall be appropriately extended. We shall immediately notify the Purchaser of the start and end of such impediments. Should the delivery be delayed by more than one month as a result, both the Purchaser and we, excluding all other claims, shall be entitled to withdraw from the contract with regard to the quantity affected by the impediment.

5 _ Warranty

1) The Purchaser shall only be entitled to claim a warranty, should he have inspected the goods immediately after our delivery, insofar as this is possible according to the ordinary course of business, and has immediately notified us of any defect occurring (so-called obvious defect). Should such a defect not reveal itself until later (so-called hidden defect), the Purchaser shall immediately make the notification upon discovering the defect; otherwise the goods shall be considered as having been approved even in the light of this defect. Paragraph 377 of the German Commercial Code shall apply. Prior to any other claim of warranty, we shall expressly reserve the right to inspect the complaint. Only those complaints acknowledged by us shall lead to warranty claims. The Purchaser shall bear the full burden of proof for all claim prerequisites.

2) Should a defect exist, for which we are responsible, we shall be entitled to either eliminate the defect or make a subsequent delivery at our discretion.

3) Should the Purchaser have properly fulfilled his obligations to inspect and lodge complaints, he shall be authorised to set us an appropriate deadline of at least 30 days to eliminate the defect or to make a subsequent delivery. Until this deadline expires, the Purchaser shall not be entitled to either cancel the contract (redhibition) or to reduce the purchase price (abatement).

4) Should the elimination of defect or subsequent delivery conclusively fail, the Purchaser shall at his discretion be entitled to either cancel the contract (redhibition) or reduce the purchase price (abatement).

5) The warranty period shall be 1 year from the date of delivery of the goods. This deadline is subject to the statute of limitations and shall also apply to claims for reimbursement of consequential damage due to defects, provided no claims are made due to unlawful act.

6 _ Product returns

medwork accepts product returns of:

• Catalogue items, only.
• Within 30 days of invoice date
• Reusable products, only (no disposable products)
• Undamaged packaging and unused products.
• Shipping costs are at the expense of the customer.
• Defective goods will be credited in full.

Returns of any non-defective goods is subject to a 25% reprocessing charge, minimum 150 EUR.

7 _ Liability

1) a) In the event of slightly negligible breaches of duty our liability shall be restricted to the foreseeable, direct average damages typical to the contract, and according to the type of goods. This shall also apply in the event of negligible breaches of duty by our statutory representatives, vicarious agents or our executive personnel. We shall not be liable vis-à-vis companies in the event of slight negligence resulting from the infringement of non-essential contractual obligations.

1) b) We shall be unrestrictedly liable should the cause of the damage be based on intent or gross negligence on our part or on that of our executive personnel, due to the absence of a warranted characteristic, or should we have negligently infringed a cardinal obligation or essential contractual obligation.

2) Unless otherwise stated in Clause 1, any further claims made by the Purchaser – for whatsoever legal reason – shall be excluded. Thus, we shall not be liable for any damages, which have not occurred to the delivery item itself; in particular we shall not be liable for any loss of profit or other pecuniary loss suffered by the Purchaser.

3) Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our salaried employees, wage earners, colleagues, representatives and vicarious agents.

4) The aforementioned limitations on liability shall not apply to the customer’s claims arising from product liability. Furthermore, the limitations on liability shall not apply in the case of damages to body and health or to loss of life of the customer, which are attributable to us.

5) Claims for damages on the customer’s part due to a defect shall become time-barred one year after the date of delivery of the goods. This shall not apply, should we be guilty of fraudulent intent.

8 _ Retention of ownership

1) We shall retain the right of ownership to the item of purchase until all payments arising from the contract have been received. In the event of behaviour contrary to the contract on the Purchaser’s part, in particular in the case of default in payment, we shall be entitled to reclaim the item of purchase. Our reclaiming of the item of purchase shall in no way constitute a withdrawal from the contract, unless we have expressly stated such in writing. After reclaiming the item of purchase, we shall be authorised to dispose of said item. The disposal income shall be credited against the Purchaser’s liabilities, less appropriate disposal costs.

2) The Purchaser shall be obligated to treat the item of purchase with care. At our request he shall be obligated to adequately insure said item at its replacement value and at his own expense. Should maintenance and inspection work be necessary, the Purchaser shall be obligated to carry out said work at his own expense.

3) The Purchaser shall be entitled to resell the item of purchase in the ordinary course of business. However, he shall now already assign all accounts receivables (including possible VAT), which he will accrue from the resale, irrespective of whether the item of purchase has been resold with or without any possible processing. The Purchaser shall remain empowered to collect these accounts receivables, even after the assignment. Our authorisation to collect the accounts receivable ourselves shall, however, remain unaffected by this. As long as the Purchaser fulfils his payment obligations arising from the received income, does not default in payment, no application for the initiation of insolvency proceedings has been made, and he has not discontinued the payments in any other way, we shall however undertake to refrain from collecting the accounts receivable ourselves. At our request the Purchaser shall, however, be obligated to disclose to us the assigned accounts receivables and the debtors thereof, to provide all the information necessary for the collection, to hand over the associated documents and to notify the third party debtors of the assignment.

4) Any possible processing or conversion of the item of purchase by the Purchaser shall always be performed on our behalf. Should the item of purchase be processed with other objects not belonging to us, we shall then acquire joint ownership of the new item in the ratio of the value of the item of purchase to the other processed objects at the time of processing. Moreover, the same shall apply to the item resulting from the processing as applies to the item of purchase, which we delivered under reserve.

5) Should the item of purchase be inseparably intermingled with other objects not belonging to us, we shall then acquire joint ownership of the new item in the ratio of the value of the item of purchase to the remaining intermingled objects at the time of intermingling. Should the intermingling ensue in such a way that the Purchaser’s item is considered to be the main item, it shall be considered as agreed that the Purchaser transfer a prorated joint ownership to us. The Purchaser shall store the thus resulting possession on our behalf.

6) Should the realisable value of our securities exceed the accounts receivables to be secured by more than 20%, we shall inasmuch undertake to release the securities to which we are entitled at the Purchaser’s request. The securities to be released shall be selected at our discretion.

9 _ Miscellaneous

1) Place of fulfilment shall be our respective shipping point for the delivery, and our business location for the payments.

2) The law of the Federal Republic of Germany shall apply. The provisions of UN purchasing law shall not apply.

3) Should the Purchaser be a merchant entered in the commercial register, our business location shall be place of jurisdiction. We shall, however, also be entitled to file suit against the Purchaser at the place of jurisdiction of his place of residence.

4) Should we provide information and counselling, this shall not exempt the Purchaser from his own obligations to inspect. This shall particularly apply to information concerning the suitability and application of the products for certain processes and purposes.

5) Should any provision of this contract be invalid, this shall not affect the validity of the remaining contract. Rather, in place of the invalid provision, the parties shall agree on a new provision, which complies with that which was legally and economically desired when the contract was concluded.

6) The user may make any change and/or adjustment to these General Terms and Conditions of Business that may become necessary due to a change in the legal position or other circumstances. The customer shall be notified of any changes and/or adjustments made, with said customer being entitled to reject or consent to the change and/or adjustment. Should the customer remain silent on the subject of the change/adjustment to the terms and conditions, this shall be considered as tacit consent.

Imprimt I Terms & Conditions