General Terms and Conditions of Business and Delivery

1. Validity of General Terms and Conditions
The general terms and conditions apply to all contracts signed between "Conmedtec GmbH" and the customer and to all other agreements made during the business relationship. The customer's general terms and conditions will explicitly not be part of the terms of the contract, even if they are not explicitly contradicted by "Conmedtec". In the event that the customer does not accept the following general terms and conditions, he shall notify "Conmedtec" in advance in writing.

2. Payment terms and prices
All invoices of "Conmedtec" are payable within 14 days from invoice date. The relevant date of payment is the date the payment is credited to the account of "Conmedtec". In case of default "Conmedtec" is entitled to withhold further deliveries and services. In case of default of payment by the customer "Conmedtec" is entitled to charge an interest rate of 1.5% above the discount rate of the Deutsche Bundesbank. All prices are exclusive of statutory VAT. "Conmedtec" is entitled to make partial deliveries.

3. Shipping and Handling
All offers are non-binding. Delivery is only while supplies last. All delivery dates indicated by "Conmedtec" are non-binding, except if a delivery date has been agreed on in writing as being explicitly binding. If the buyer requires alterations or additions to the contract after placement of the order, or if other circumstances make it impossible for "Conmedtec" to comply with the delivery date, although "Conmedtec" is not responsible for these circumstances, the delivery date may be postponed for a reasonable period of time. If "Conmedtec" is impeded in fulfilling the contract in due time by e.g. disturbances of procurement, manufacturing or delivery at "Conmedtec" or one of its suppliers, the general legal principles apply with the provision that the customer can allot a grace period of six weeks after the expiration of one month. If non-compliance to a binding delivery date is verifiable due to mobilization, war, riots, strikes, lockout or to other circumstances which are, according to the standard principles of law, not attributable to "Conmedtec", the delivery period will be extended accordingly. The customer can withdraw from the contract if he sets "Conmedtec" an appropriate respite after expiration of the extended deadline. The cancellation must be in writing, if "Conmedtec" does not deliver within the additional respite. If "Conmedtec" is totally or partially hindered in fulfilling the contract, due to the listed reasons, "Conmedtec" is freed from their delivery obligation. Shipping costs as well as costs for transport insurance are borne in principle by the customer, whereas the choice of shipping route and dispatch type are at the discretion of "Conmedtec". The customer is obliged to inspect the goods immediately after receiving them, and to report visible transport damage and any damage to the packaging in writing to "Conmedtec" immediately. The same shall be valid for hidden damages. If the insurer of "Conmedtec" or a subcontractor disclaim liability, because of the customer's omission of this obligation, the customer shall be liable for any resulting costs. Risk shall pass to the customer as soon as the goods leave the factory or the warehouse of "Conmedtec".

4. Retention of Title
The goods delivered shall remain the property of "Conmedtec" until full payment has been made for all receivables claims for principal and secondary matters arising from the business relationship with the customer. The customer shall be obliged to obtain proper insurance coverage on their own costs for the items on which "Conmedtec" retains title (i.e. theft, fire, water and low-voltage insurance) and to provide proof of such coverage to "Conmedtec" upon demand. In the event of damage, the customer's insurance claim shall be assigned to "Conmedtec". The customer shall not be authorized to dispose of the items to which "Conmedtec" retains title. In the event of seizures or attachments, the customer must notify "Conmedtec" in writing without delay, and must inform third parties about "Conmedtec's" retention of title in a suitable format without delay, so that we can take legal action under §771 ZPO. In the event that the customer should, nevertheless, sell the delivered goods and "Conmedtec" should consent to this, the customer has already assigned to "Conmedtec" any and all claims against its customers by signing the contract. The customer shall be obliged to provide "Conmedtec" with all of the information required to enforce these rights and to cooperate as required.

5. Limitation of Liability
Provided it is not a direct personal injury or property damage "Conmedtec" shall be liable up to the amount of € 5000 (Euro). "Conmedtec" will not be liable for lost profits, lost savings or indirect and/or consequential damages. These limitations of liability will not apply to damages based on willful intent, gross negligence or the absence of guaranteed properties. "Conmedtec" will not be liable for the recovery of data, unless "Conmedtec" is itself responsible for the destruction or loss of the data through willful misconduct or gross negligence.

6. Warranty
"Conmedtec" warrants that the products possess the contractually assured features and that they do not have defects, which would annul or reduce the value or restrict the functionality for the normal or presumed use according to the contract. A negligible impairment of the value or the functionality shall not be taken into account. The warranty period is 6 months, beginning with the date of delivery. The customer shall immediately report any defects arising during the warranty period to "Conmedtec" in writing. The warranty does not cover the elimination of errors originating from normal wear and tear, external influences or operator error. The warranty does not apply if the customer modifies devices, elements, or additional equipment, or has them modified by third parties without the approval of "Conmedtec", unless the customer produces full evidence that the defects concerned were not completely or partly caused by such modifications, and that the modifications will not impede the elimination of the defects. In fulfillment of its warranty obligation "Conmedtec" may repair or exchange defective devices, elements, additional equipment or parts. Prior to the replacement, the customer shall remove programs (including his application programs, data, storage media, modifications and extensions) to the extent necessary for this purpose. The customer is obligated to grant "Conmedtec" the necessary time and opportunity for the implementation of the repair work. If "Conmedtec" does not succeed in eliminating the defects within 6 months after receipt of a proper notification of defects, the customer can allot a reasonable grace period indicating that he will not accept elimination of defects after expiration of the grace period. After expiration of the grace period the customer is entitled to claim for conversion or reduction of value, if the deficiencies were not remedied on time. The instructions in the manual/documentation and/or advertising material, which refer to the expandabilities of a product or to available accessories, are non-binding, in particular because the products can be subject to constant adjustment and the instructions can also refer to future developments.

7. Software
For a period of 6 months from the date of delivery "Conmedtec" guarantees the delivered software to be essentially free from defects in materials and workmanship and to substantially perform in accordance with the accompanying product manual. The warranty is limited to this performance. The customer is aware that it is state of the art that errors cannot be ruled out in software programs. In case of a legitimate notice of defect "Conmedtec" reserves the right to perform a total of three reworks, or rather in case of definite failure of the rework, "Conmedtec" grants the customer, at his discretion, the right to claim for conversion or reduction of value. The customer shall only have the right to conversion or reduction of value if a program error turned out to be significant and substantial for the complete performance of the program and the error cannot be resolved by other functions of the software. Any further warranty, particularly that the software is suitable for the customer's intended use, as well as for directly or indirectly caused damages (e.g. loss of profit, operational interruption), as well as loss of data or damages which arise in connection with restoring lost data are expressly excluded, unless willful misconduct or gross negligence on behalf of "Conmedtec" or its employees can be demonstrated. "Conmedtec" reserves the right, even after delivery, to perform changes to the programs, which improve the performance of the program without affecting the remaining software. The instructions in the manual/documentation and/or advertising material, which refer to the expandabilities of a product or to available accessories, are non-binding, in particular because the products can be subject to constant adjustment and the instructions can also refer to future developments.

8. Confidentiality
"Conmedtec" and the customer mutually agree to treat each other's commercial and industrial secrets indefinitely confidential and not to pass them on to third parties or to exploit them in any way. The documents, drawings and other information received by the other party based on the business relationship may only be used within the scope of the contractual purpose.

9. Miscellaneous
If any provision of these general terms and conditions should totally or partially be declared void, this shall not affect the validity of the remaining provisions or agreements. Rather, the voided regulation will be replaced by one which comes closest to the intended purpose. No ancillary verbal agreements have been made. Any additions to this contract shall be invalid unless confirmed in writing. The customer may assign its rights under the business relationship with "Conmedtec" only with the written consent of "Conmedtec". The customer may exchange an offset against the purchase money claim only with an acknowledged or legally approved counterclaim. Jurisdiction is, as far as lawfully permitted, the place of business of "Conmedtec" (headquarters) in the Federal Republic of Germany. German law applies. Should there be any discrepancies between the German and English version of these general terms and conditions of business and delivery, the German version shall prevail.

March 2010