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General Terms and Conditions of Business

of Carl Martin GmbH, Neuenkamperstr. 80-86, 42657 Solingen Germany Managing Directors: Gerd Holzknecht and Peter Holzknecht, Wuppertal Local Court (Amtsgericht Wuppertal), Commercial Register B 15702 (hereinafter referred to as "Carl Martin GmbH").

1. These terms and conditions of business

shall apply to the entire business relationship with the customer, even if they are no longer referred to in subsequent transactions; purchase conditions of the customer shall not be valid. Deviations from these terms and conditions, amendments to the contract and agreements with our representatives shall only be valid if confirmed by us in writing. No agreement to other terms and conditions shall take place in the delivery by us.

2. Our offers

shall always be subject to confirmation. The contract shall come into existence by means of our written confirmation of order or by our invoice.

3. Our catalogue images

shall be non-binding. Within the framework of technical and medical further development, we reserve the right to make changes to models, dimensions, materials and designs prior to the point of delivery, insofar as the said is reasonable for the customer, taking into the account the mutual interests.

4. Catalogues, price lists,

prospectuses, illustrations, etc. shall remain our property and we shall retain the exploitation rights pertaining to copyright law in respect of the said without limitation. The above-mentioned items may only be used for the purchase and sale of the goods delivered by us. The above-mentioned items shall be returned to us on request. Duplication shall not be permitted.

5. Special designs

according to samples, drawings or other documents, in respect of which we are not obliged to verify existing property rights, shall be charged due to the costs incurred. The cancellation of orders for special designs and the return of especially manufactured articles shall be excluded. We shall be entitled to deviate from the total quantity ordered.

6. Partial deliveries

of orders shall be permitted and each shall be paid for separately.

7. Delivery times given

shall be considered to be non-binding, unless we have expressly identified the said delivery times as binding. It shall be a requirement for compliance with agreed delivery times that the customer fulfils its contractual obligations, this shall include in particular the making of payments which are due, also in relation to any earlier deliveries made. The delivery time shall have been complied with if the goods have left our factory prior to its expiry or the readiness for dispatch has been communicated. Should we be prevented from delivering the goods due to cases of force majeure, an agreed delivery time shall be extended without further ado by the duration of the force majeure. Circumstances which make delivery unreasonably difficult or impossible for us shall be considered to be force majeure, such as, for example, industrial disputes, lack of employees, energy or materials, travel disruption, interruption to the delivery of raw materials, operational disruptions due to water, fire, machine breakdown and orders by the authorities, regardless of whether the said circumstances arise in relation to us or our supplier.

8. Delivery delays

for which we are responsible shall give rise to entitlement to rescind the contract on the part of the customer, following the setting of a reasonable period of grace in writing by the customer which has expired without having been exploited. In addition, the exceeding of bindingly agreed delivery deadlines shall not give rise to claims for damages on the part of the customer, except in cases where gross negligence can be established against us.

9. Force majeure

The fulfilment of contractual delivery obligations shall not apply in cases where the non-performance is due to circumstances which are outside of our control or for one of the following reasons in particular: Fire, natural disasters, war, seizure, embargo or other measures by the authorities, general shortage of raw materials, limitation of energy consumption, industrial disputes, currency volatility or in cases where the lack of performance on the part of suppliers is due to one of the said reasons.

10. Delay in acceptance

Should the customer decline acceptance of the goods without good reason, or should the customer delay request beyond the agreed deadline, the customer shall pay the additional costs incurred and the risk shall be transferred to the customer.

11. The prices

are made out in EUROS ex factory, excluding freight, packaging, insurance and additional costs which shall be met by the customer. In respect of deliveries within Germany, value added tax to the statutory amount shall be additionally charged. Invoicing shall take place in respect of the prices applicable on the day of delivery, unless fixed prices have been expressly agreed.

12. Shipping

shall be at the expense and risk of the customer. Unless otherwise agreed, we shall determine the means and route of transportation, without responsibility for ensuring that the quickest and cheapest option is chosen. Packaging shall be charged at the cost price and shall not be returned.

13. Insurance

of the shipments shall be arranged by us at the expense of the customer unless otherwise agreed. Small deliveries shall take place without insurance at the risk of the customer. However, no insurance obligations shall be placed on us. In case of damage to or loss of the goods during transportation, the customer must submit a report of the situation to the carrier.

14. Liability for defects

Should our goods demonstrate defects, including the lack of warranted qualities, which arise within 24 months of delivery and can be proved to have already been present at the time of transfer of risk, we shall be obliged to repair the defective goods or to deliver replacement goods which are free of defects. The defective goods shall be forwarded to us carriage paid on request. As a rule, any further claims of the customer, in particular concerning redhibitory action, reduction or damages claims, above all for consequential loss or lost profit shall be excluded following expiry of the statutory warranty period. Should the customer assert personal injury or property damage claims under the German Product Liability Act, which concern the defectiveness of the delivered products, the exclusion of liability shall not apply. Should we not be in a position to deliver replacement goods or carry out repairs within a reasonable period of time, the customer shall be entitled to rescind the contract or demand a price reduction, to the exclusion of all other claims. We shall not be liable in respect of defects caused by normal wear and tear, incorrect handling, excessive workload or chemical, electrical or other influences, as well as defects arising out of the documents (drawings,samples and the like) submitted by the customer.

15. Payments

shall be made in accordance with the deadlines and terms specified in the sales agreement and must be free of charge to us. Payments shall always be credited against the oldest invoice. Should the payment deadline be exceeded, we shall be entitled, from this time, to charge interest of 5%, following the issuing of a warning, of 4% above the respective discount rate of the German Bundesbank. Should the customer fall behind with due payments or should well founded doubts concerning the customer's ability to pay exist following conclusion of the contract, we shall be entitled, according to our choice, to demand cash payment of all outstanding claims including bills receivable or the provision of security. Further deliveries shall then only take place in consideration of payment in advance. The customer shall neither be able to retain nor offset payments due to a counter claim which has been disputed by us and is not recognised by a declaratory judgement.

16. Retention of title

The delivered goods shall remain our property until full payment of all outstanding amounts. The customer shall not be allowed to mortgage or assign as security the goods supplied under reservation of title. In case of resale, the customer shall assign its purchase price claim to us. In case of insolvency, the customer shall inform its purchasers of the assignment and shall inform us immediately of threatened seizures or seizures which have taken place. In case of export transactions, where no retention of title is permitted at the location in which the goods are located following delivery, the customer shall, at its own expense, do everything necessary to provide us with the security interests in relation to the delivered goods which are the most similar to the said rights.

17. Place of jurisdiction

For all disputes, also from bills of exchange and cheques, the exclusive place of jurisdiction shall be Solingen, to the extent permitted by law. We shall reserve the right to also bring lawsuits at the place of business of the customer. The place of fulfilment for the performances of both contracting partners shall be Solingen. The legal relationships between ourselves and the customer shall be subject exclusively to the law of the Federal Republic of Germany.