No. 1 General

(1) We deliver exclusively under the conditions of our offer resp. our written confirmation of order in conjunction with these general terms and conditions of business.  We will not recognize contradictory, or terms and conditions deviating from the customers terms and conditions, unless we had agreed to them in writing.

(2) Verbal subsidiary agreements were not made.  Changes and supplements must be made in writing in order to be valid.

(3) These terms of business shall also be binding for any follow-up business and any additional orders.

No. 2 Contractual offer and conclusion

(1) Our offers are made subject to change.  The customer shall be bound to his offer (order) for one month.

(2) The contract shall be legally effective upon receipt of delivery or receipt of the confirmation of order.

No. 3 Rescission of contract

(1) We have the right to rescind the contract if

(a) we receive information about circumstances which justify the assumption that the customer will not meet his contractual obligations in a proper manner and thus furnishing of consideration is put in danger (in particular cessation of payments, petition for commencement of insolvency proceedings, protests, etc.),

(b) force major prevents the fulfillment of delivery commitments not only for a limited period,

(c) delivery commitments can not be fulfilled due to non-delivery by third parties for which we are not liable,

(d) unforeseen non-contractual charges (import duties, taxes or other surcharges on the contracted goods, fluctuating exchange rates) which do not have to be paid by the customer and for which we are not liable, render the fulfillment of the contractual obligations difficult or even impossible,

(e) the customer does not adhere to the provisions on the reservation of ownership (No.9).

(2) In the event of rescission, we are entitled to seize the contracted goods, transport them away or demand return of goods; in the cases of Para. (1) (a) the resulting costs shall be paid by the customer.

(3) If the customer desires to rescind the contract for reasons we are not responsible for, he shall be liable to pay compensation for loss of profit and reimbursement of expenses that can not be regained in a different manner.

No. 4 Prices and terms of payment

(1) Prices are in EURO ex works Feguramed excluding turnover tax and costs of

packing, insurance, loading and unloading, etc. Services not expressly included upon conclusion of the contract, which, however, are necessary to carry out the order or which are performed upon request of the customer, shall be invoiced additionally.

(2) We reserve the right to modify our prices accordingly, if – after conclusion of the contract – cost reductions or cost increases, in particular due to higher material

prices, duties, taxes, other surcharges on the contracted goods, fluctuations of foreign exchanges or higher material costs arise. We will document these upon request of the customer.

(3) We grant a discount of 2% of the invoice amount if payment is effected within 14 days

after delivery of the goods. All invoices must be paid net within 30 days.

(4) If the customer exceeds the period of payment, we are entitled to charge penal

interest amounting to 5 % above the respective basic interest rate without the obligation to put the customer in default. In these cases, we shall be additionally entitled to cancel price advantages such as discounts, etc. and withhold deliveries to the customer – also due to other orders – until the settlement of the arrears. In case of failure to keep up the installments due, the entire unsettled accounts resulting from all business transactions will become due immediately.

(5) The customer may only set off uncontested counterclaims or counterclaims recognized by declaratory judgment for claims from us.  Furthermore, he shall only  be entitled to

assert the retention rights in so far as the counterclaim is based on the same contractual relationship.

(6) Checks and drafts are only accepted on account of performance. Performance shall also not be considered to be fulfilled if the customer pays by check but makes us issue a draft to cover the check amount and any additional costs (so-called check-draft coverage). Discounting cost and bill charges shall be borne by the customer.

No. 5 Delivery

(1) We are entitled to undertake and invoice reasonable partial delivery.  We reserve the right to perform design and dimensional changes of the contracted goods remain in so far as the subject matter of the contract is not considerably changed and the changes are reasonable for the customer.

(2) Information on delivery periods is not binding, in so far as it has not been expressly identified as binding.

(3) We shall not be liable for delays beyond our control, non-deliveries and damage due to force majeure, strikes, lockouts, etc. Liability shall also be excluded in particular if the delivery is delayed or not effected owing to the customer's fault or the customer's vicarious agent . If the delivery period agreed upon is not adhered to because a supplier does not supply the contractual goods or parts required for those goods in due time or at all, we shall not be liable if we are not responsible for these circumstances

(4) It is expressly set forth that the suppliers are not persons employed by us in performing an obligation (vicarious agents).

No. 6 Passing of risk and shipment

(1) The contracted goods shall be transported from the respective place of dispatch at the customer's risk.  Shipment is carried out at the customer's risk and expense. As soon as the goods are dispatched, all risks shall pass to the customer irrespective of individually agreed types of delivery even if we carry out transporting of goods ourselves.

(2) If the contracted goods are picked-up accordingly, the risk shall pass to the customer once the readiness to collect the goods has been reported by us.

(3) If the customer is in default of acceptance of the goods and after granting an adequate extension of 14 days, we may rescind from the contract or we may store the goods at the customer's risk and expense.  Additionally, after previous warning, we shall be entitled to sell the goods by public auction or sell them at the expense and on account of the customer.  The risk of incidental decline or an incidental deterioration of the contracted goods will pass on to the customer at that time, at which we was unable to accept the goods.

No. 7 Notices of defects

(1) Notices of defects and other complaints must be sent directly to Feguramed in writing within one week after receipt of the goods – in case of latent defects within a preclusive period of one week after detecting the defect. As far as nonmerchants are concerned, this provision shall only apply to obvious defects subject to the proviso that the preclu-sive period extends to two weeks after detecting the defect. In other respects the legal provisions shall apply for this category of persons.

(2) Notices of defects and other complaints do not entail the right to withhold invoice

amounts.

(3) The customer must reimburse us all expenses that result from furnishing notices of defects proved to be unfounded.

No. 8  Deficiency Claims and Liability

(1) In case of proved defects, of contracted goods, we will eliminate the defect or deliver substitute goods at our discretion.

(2) Should we be unable or refuse to eliminate the defects or deliver substitute goods, refuse these or delay in the delivery given a timely limit for reasons we have control over, or should for any other reason, the elimination of the defect or delivery of substitute goods fail, the customer may at his option demand reduction of payment or rescind the contract.

(3) If the customer is unable to return the services received, he may only cancel the contract on the basis of defects of contracted goods, if the return is not possible according to the nature of the received service and we can be held liable for the impossibility to return or a deficiency has only become apparent after processing or modifiying the goods.

(4) The customer shall only be entitled to withdraw from the entire contract and to receive compensation instead of the complete service, if he has no interest on the provided service under application of an objective standard.

(5) For substantial foreign products, our liability shall be limited to the cession of claims which we are entitled to against the supplier of the foreign products.  If the supplier of the external products can not be held liable, the customer has the right to assert deficiency claims defined in these terms and conditions against us.

(6) We can not be held liable for unsuited or improper use or care, natural useage, chemical as well as electrochemical or electronic influences, improper ambient conditions or lack of care in so far as we are not at fault to these influences.  If such a deficiency has occured after the customer had provided us with improper or incomplete information of the contracted goods, in particular with regard to the use, dimensions and technical specifications, we will not assume any liability.

(7) Notwithstanding the legal right of rescission in case of delay in delivery we shall be liable for other damages, if these are not carried over from one of our guaranties governing the quality of contracted goods, exclusively according to the following provisions:

- We are liable for damages or compensation for expenses according to the legal

regulations for damages, which are caused by malicious behavior, for damages caused intentionally or by gross negligence through our legal representatives or

executive staff, for the injury of life, body or health and for damages in accordance to the Product Liability Act.  For claims under the manufacturer liability according to para 823 BGB (Civil Code) our liability shall be limited to the compensation of the insurance, in so far as no case of the second item of this section (listing) is at issue and there is only minor foreseeable, contract-typical damage.  Should the insurance not or only partially compensate, we shall be held liable for a maximum of EURO 500,000.

- We are liable for damages or compensation for expenses limited to the value of a foreseeable contract-typical damage for grossly negligent violation of substantial contractual obligations or essential obligations. This liability does not include damages caused to the delivery item itself,  e.g. in particular lost profit, indirect damages, consequential damages caused by deficiencies and third party claims.  We are responsible for furnishing proof of non-negligent causation.

- We are liable for damages or compensation for expenses limited to the value of a foreseeable contract-typical damage caused by our vicarious agents either intentionally or through gross negligence without violating substantial contractual obligations or cardinal obligations.   We are responsible for furnishing proof of only slightly negligent violation.

In so far as we are liable for consequential damages caused by deficiencies without having provided a guarantee to the condition of the delivery item, and no case of para. 7, first item of the listing is at issue, the liability shall be limited to 5% of the contracted value.  Should the customer explicitly demand a higher liability, we will make every effort to increase the insurance coverage, at his cost.

In other respects any liability shall be excluded.   As far as our liability is excluded, this also applies to personal liability of employees, workers, staff, representatives and vicarious agents.

(8) The statutory period of limitation for deficiency claims is 12 months following delivery to the customer or to a third party named by the customer.  In the event of liability for the violation of collateral or preliminary contract obligations or tort, which are not  based on a deficiency of the delivery item, the customer's claims will be statute-barred two years after delivery.  As far as we are held liable according to para 7, first item of the listing, the same limitation period shall be applicable notwithstanding sentence 1 and 2.

No. 9 Retention of ownership

(1) The delivered goods remain our property until all our claims have been settled, regardless of the legal grounds, as well as the bills and checks given to us have been cashed , even if  the purchase price for specially designated claims has been paid.

(2) Checks and bills are only considered as being fully paid after final payment without any risk of recourse. Retention of ownership in the so-called check procedure shall also include the customer's paying of the bill accepted by Feguramed and shall not lapse if the check is credited to us.

(3) As far as current accounts are concerned, the retained title to the goods is considered as security for the open balance.  Treatment or processing of goods under retention of title is carried out free of charge upon our request without any obligation in such way that we are to be regarded as manufacturer in accordance with § 950 BGB (Civil Code), i.e. we shall retain title to the goods at any time and stage of treatment or processing. If goods are processed by the customer with other goods that are not our property, we shall have co-ownership of the new goods equivalent to the ratio of the invoice value of the goods under retention of title to the other processed goods at the time of processing. In all other respects, the same applies to the new goods that resulted from processing as to the goods under retention of title.  They are considered to be goods under retention of title within the scope of these provisions.

(4) The customer's claims resulting from the resale of the goods under retention of title are transferred to us to secure all our claims resulting from the business relation regardless whether the goods under retention of title are resold without being processed or after processing or if they are resold to one or several customers.

(5) The customer shall only be entitled and authorized to resell goods subject to reservation on the basis of a sales contract, contract for work and services, contract for work and materials or a similar contract, if the claim from the resale is transferred to us. The customer shall not have any other powers of disposal of the goods under reservation of title. At our request the customer shall be obliged to inform the third party (customer/orderer) about assigning the title to us.

(6) In the event of delay in payment of the customer or in the event of commencement of  insolvency proceedings against the customer, the entire balance of debt becomes due; this also includes long-dated bills. In this case the right to use goods under retention of title shall lapse and we may ask the customer to return these goods immediately. The resulting costs as well as the costs of a possible resale shall be borne by the customer. We shall, however, be entitled to estimate these costs on a flat-rate basis of 30 % if the customer is unable to prove that lower costs have accrued. Costs that go beyond that must be documented by Feguramed. If the amount is lower than the unsettled total claim against the customer plus the repossession (sale/disposition costs), the customer must pay the balance.

No. 10 Place of jurisdiction and concluding provision

(1) The contractual relations are subject to the jurisdiction of the Federal Republic of Germany.  The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

(2) Place of jurisdiction for any disputes resulting from the contractual relationship as well as from other business relationships between the customer and Feguramed, as far as the customer is a merchant, a legal person under public law or special assets under public law, shall be 74821 Mosbach / Baden, Germany.  As an alternative, we are also entitled to file a lawsuit at the customer's domicile.