CMC Consumer Medical Care GmbH

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Terms and Conditions of Purchase

1. Scope of Application

Orders are placed solely on the basis of the following Terms and Conditions of Purchase, which shall also apply to all future dealings without any separate reference having to made hereto again. Any counter-confirmationsby the Supplier, in which the Supplier refers to its terms and conditions, are hereby contradicted. Our Terms and Conditions of Purchase shall be deemed to be accepted at the latest upon execution of the order even if the Supplier refers to its terms and conditions. Any terms and conditions of the Supplier shall require our express written consent in order to be effective; we acknowledge provisions on retention of title. The effectiveness of contrary terms and conditions cannot be implied from the acceptance of goods or services that have been ordered.

2. The Placing of Orders

Orders are placed in writing, by e-mail or otherwise as agreed in the respective individual case; Any changes to the contract shall not become binding until confirmed by us in writing. The Supplier declares that it isprepared to issue a supplier's declaration in accordance with Regulation (EEC) No. 3351/83 for the goods delivered by it. If this is not possible, we request that a note "not entitled to preferential treatment" be included on the acknowledgement of the order.

3. Complying with Deadlines

The delivery time shall begin with the date upon which the order was placed. We must be promptly notified of any circumstances, which jeopardize compliance with the delivery date or which make it impossible, together with the reasons and the expected duration of the delay; however this shall not affect the Supplier's obligation to deliver on time. In the event of any delay in delivery we shall be entitled to demand from the Supplier without further proof a contract penalty in the amount of 0.1 % of the order value for every calendar day by which delivery is late up to a maximum sum of 8 % of the order value; in addition, we can claim compensation for all direct and indirect loss due to delay in performance provided we offset the contract penalty. If the Supplier fails to deliver even after a reasonable grace period, we shall, at our option, be entitled to demand damages for non-performance or to obtain compensation from a third party or to rescind the contract, provided we offset the contract penalty. A case of force majeure will only discharge the Supplier if it notifies us of the circumstances giving rise to the force majeure without undue delay and was not already late with its performance at the time when they occurred. Any part deliveries and early deliveries must be agreed with us in advance.

4. Obligation to Take Delivery

Unforeseen events such as e.g. force majeure, war, official measures and cases of interruption in operations, for which we are not responsible, shall release us from our obligation to take delivery of the goods ordered. In that case the Supplier shall have no claim to damages. In other cases of interruptions to operations we shall be entitled to demand a reasonable extension to the deadline for taking delivery. Following the expiry of said period the Supplier shall have a right of rescission in accordance with the statutory provisions, as in the case of default in taking delivery, provided that we did not cause it grossly negligently or intentionally; the Supplier shall have no further claims.

5. Accompanying Documents, Payment

Every delivery of goods must include a delivery note stating our order and material number, a list of the (sterilisation) batches delivered, the description of the goods, delivery quantity (in the prescribed unit), the weight (gross and net) as well as the details of the packaging materials used. The corresponding information must also be affixed to all pallets and packages such that they are clearly visible together with the Supplier's designation. In the case of deliveries from non-EU states a copy of the invoice must be enclosed with the delivery note. If agreed, a test certificate and/or a certificate of analysis must be enclosed with every delivery; in the case of sterile products a sterilization certificate must automatically be enclosed with every delivery without being asked. If preferential and trade agreements exist between the Federal Republic of Germany and the country of origin of the goods, certificates of origin confirmed by the competent authorities must be enclosed with the deliveries. An invoice must be issued for every delivery and, irrespective of the place of delivery within Germany, must be sent in duplicate to the parent company in Sontheim. The invoice must particularly indicate our order, position and material number.

Unless otherwise agreed, payment shall be made in the usual commercial manner, more particularly within 10 days with 4% cash discount or within 30 days with 2% cash discount or after 60 days net, calculated as of delivery/performance and receipt of the invoice in the (weekly) payment period immediately following the due date by a payment method of our choice.
Invoices with defects or errors do not become due and payable and can be returned by us at any time. In the latter case, the invoices shall not become due and payable until receipt of a correctly issued invoice. Missing delivery papers, receipt by an office that differs from the one stated in the acknowledgement of the order, incomplete details or mistakes delay the course of the term of payment until an invoice free from errors and the otherwise complete documents needed are received. The duration for which the invoicechecking was suspended must be taken into account in your evidence of non-payment, more particularly without any loss of discounts, cash discounts or similar payment concessions. If deliveries are accepted early, the payment term shall not begin to run until the delivery date stated in the order or the invoice date - whichever date is later.

The Supplier may only charge value added tax if it is so authorized under the provisions of the German Value Added Tax Act (Umsatzsteuergesetz). In the event that the tax office does not allow value added tax charged by the Supplier to be deducted as input tax or it has to be paid back to the tax office, the Supplier, as the issuer of the invoice, undertakes to promptly pay back to us any amounts of value added tax already collected.

6. Transportation, Customs Clearance, Insurance

All deliveries to us are made in accordance with Incoterms 2000. If delivery has not been agreed to be "carriage paid", the maximum that can be charged for transportation costs for part and full loads is the charge according to the long-distance freight rates (GFT, "Güterfernverkehrstarif") less a 20 % margin, and for break-bulk the charge according to the long-distance freight rates - break-bulk (GFT-Stückguttarif) orcustomer rate (Kundensatz) less a 20% margin. We have concluded an internationally applicable transport insurance; deliveries are therefore to be made uninsured. We are a "Verzichtskunde", i.e. customer who has waived insurance coverage by the forwarder for the purposes ofthe forwarding, logistics and warehousing insurance policy (SLVS); no premiums for transport insurance may be charged. Any sums invoiced shall be borne by theSupplier. We do not accept any charge for crediting costs or presentation commission. Unless otherwise agreed, customs clearance shall be effected in-house; we do not accept anycharges for customs clearance or for issuing customs documents.

7. Packaging

The Supplier shall only use recyclable and single-line packing material marked with corresponding symbols. We are entitled to dispose of the packing materials or to have them disposed of and to charge the Supplier for the costs incurred by us in this connection.

8. Quality

The Supplier guarantees that the goods delivered comply with the regulations applicable to said goods and the products, for the production of which said goods are used as far as the Supplier is aware. Regulations for the above purpose are legal provisions of all kinds, European standards, DIN standards [German Industrial Standards], pharmacopoeial monographs as well as other generally accepted technical rules, in particular the specifications agreed with the Supplier. If the goods fall under the German Food and Consumer Goods Act (Lebensmittel- und Bedarfsgegenständegesetz) the Supplier warrantsthat, provided they are used as intended and as foreseen, no health hazard emanates either from the goods or from any secondary material or impurities the refrom and the goods are therefore physiologically safe. If a recommendationby the Plastics Commission of the Bundesinstitut für gesundheitlichen Verbraucherschutz und Veterinärmedizin [Federal Institute for Consumer Health Protection and Veterinary Medicine] exists, the Supplier warrants that the goods comply with the applicable recommendation as amended from time to time. The Supplier guarantees compliance with these provisions for every delivery and shall provide further documentation and validation papers upon request. The Supplier shall carry out a qualitycontrol, which is appropriate in terms of its nature and scope, and which complies with the latest state of the art as applicable from time to time andshall prove this to us upon request.

9. Claims for Defects, Liability

For determining whether the delivery is in order, the number of pieces,dimensions, weights and quality characteristics ascertained in the course ofour incoming-goods inspection - if such an inspection is made - shall bedecisive. The Supplier must be notified of any obvious defects without unduedelay but at the latest within 30 days following receipt of the goods. The Supplier undertakes to also provide uswith a replacement - free of charge - for defects which are not discernable upon delivery but only transpire in the course of laboratory testing, processing or use of the goods and to compensate us for any loss that may beincurred. Any payments made shall not be deemed to be a waiver of the right to give a notice of defects.

The Supplier accepts responsibility for its deliveries in accordance with the statutory provisions applicable in Germany. It accepts liability thatthe goods are free from industrial property rights of third parties. If a claim is made against usbecause of a breach of official safety regulations or product liability provisions or warranty, whether under domestic or foreign law, the Supplier must pay us compensation for any damage incurred by us if its deliveries were defective and causal for the damage. Said damage also includes the costs of any precautionary recall campaign. The Supplier shall insure itself with an appropriate amount of cover against all risks arising out of product liability including the risk of any recall and shall submit a qualified proof of insurance upon request.

10. Production Aids

Insofaras we pay the Supplier for production aids (e.g. tools, printing plates), whether in whole or predominantly, title to said productions aids shall pass tous. Handover shall be substituted by the agreement of a loan relationship, on the basis of which the Supplier shall beentitled to have the production aids in its possession until further notice. The Supplier shall in this regard have no right of retention.

11. Set-off

To the extent permitted by statute, we have the right to offset all the claims, which we have against the Supplier, against all claims, which the Supplier has against us.

12. Place of Performance

The place of performance is the place where the factory receiving the respective delivery is located. The place of jurisdiction shall be the court that has jurisdiction over the subject matter for Heidenheim. This contractual relationship shall be governed by the law of the Federal Republic of Germany, even if the deliveries concerned are deliveries from abroad.

13. Savings Clause

In the event that a provision of these Terms and Conditions of Purchaseis void, the validity of the remaining provisions shall remain unaffected thereby. The void provision must then be replaced by a version which is legally permitted and which corresponds as far as possible to the original wording interms of its economic consequences.

14. Child Labour

We do not tolerate any child labour. The Supplier undertakes not toemploy any child workers in its undertaking whenever an order is accepted. Theemployees may not be under the age of 15 (or under the age of 14 if the country of production allows this) or in countries of production in which this minimumage is older than the age of 15, not under the minimum age at which compulsory schooling ends.

CMC Consumer Medical Care GmbH
Eichendorffstrasse 12-14, D-89567 Sontheim, Germany