General Terms and Conditions

Standard Conditions of Sale

1. General

1.1 These conditions of sale shall form part of all contracts for the supply of goods by Paul Hartmann limited (hereinafter called “the Company”.) to any other person, body, or company (hereinafter called “the Buyer”).

1.2 Quotations are given and orders are accepted by the Company only upon the company's standard conditions of sale as printed herein which shall apply to the exclusion of all other conditions or terms to all contracts for the sale of goods by the Company unless (and then save only to the extent that) they are expressly excluded or varied in writing signed by a director of the Company.

2. Prices

2.1 Unless otherwise stated all prices quoted for goods are inclusive of carriage to the Buyer's premises (or such other address as may be notified to the Company) in mainland Great Britain.
 
2.2 Where prices quoted are expressed to be inclusive of VAT at the price payable to the Buyer shall be subject to adjustment for any change in the rate of VAT chargeable on the supply of goods between the date of quotation or contract and the date upon which the contract is performed or the relevant tax point.

3. Payment

3.1 Payment of the invoice price shall be made in full by the Buyer for the goods in cash within 30 days of the date of invoice by the Company.

3.2 Without prejudice to the Company's right to prompt payment the Buyer shall pay interest at the rate of 2% per month on the balance of any invoice or other sum remaining unpaid from the due date of payment of the same until the date of actual payment and shall in addition reimburse the Company all reasonable costs and expenses (including legal costs) incurred in the collection of any overdue balance or accounts.

3.3 Time for payment is of the essence of the contract and any liabilities on the part of the Company shall be subject to the terms of payment and to all other obligations on the part of the Buyer being strictly observed.

4. Delivery and Risk

4.1 Unless expressly stated to the contrary by the Company any date or times quoted by the Company for despatch or delivery of the goods to the Buyer are given and Intended as estimates only and shall not be deemed to be of the essence of the contract. The Company shall not be liable to the Buyer in any way for loss or damage arising due to delivery or despatch of the goods at a date later than that quoted howsoever caused.

4.2 Delivery of the goods shall be deemed to be made immediately upon arrival of the goods at the Buyer's premises (or such other address notified to the Company and agreed for delivery) prior to unloading whereupon risk In the goods shall pass to the Buyer. The Company does not accept any responsibility for any loss or damage to goods arising during unloading.

4.3 The Company reserves the right in its sole discretion to make delivery of the goods by instalments and to tender a separate invoice for each instalment setting out the invoice price for each such instalment. Payment of the invoice price for any such part delivery of the goods must be made strictly in accordance with condition 3.

5. Property

Property in the goods sold or agreed to be sold shall not pass to the Buyer until the later of the dates upon which risk in the goods passes to the Buyer or the Buyer makes payment in full to the Company of the invoice price for the goods. The Company shall however be entitled to bring an action against the Buyer for the invoice price (or any part thereof unpaid) at any time after the due date for payment of the same. Until property of the goods shall have passed to the Buyer the Company may recover possession of such goods from the Buyer and re-sell such goods and for that purpose the Buyer agrees that the Company, its servants and agents may enter upon any land or building upon which the goods are situated.

6. Damage or Non-Delivery

The Company shall not be liable for any damage to the goods in transit or short delivery or loss of the goods unless in the case of damage in transit or short delivery separate notices in writing are sent to the Company and to the carrier by the Buyer within 3 days of receipt of the goods, or in the case of loss of the goods, notice in writing Is given to the Company within 7 days after the date of invoice of the goods.

7. Returns

Where orders have been processed and goods despatched in accordance with a customer's instructions, no returned goods are accepted from 60 days after the date of invoice. Any credit due for goods returned within 60 days from the date of invoice may be adjusted in value at the Company's absolute discretion to account for the saleable condition of the goods. Carriage costs for goods thus returned shall be the customer's responsibility.

8. Warranty and Exclusion

8.1 If within 6 months after delivery of the goods the Buyer notifies the Company in writing that the goods are defective and gives to the Company all reasonable facilities to investigate the alleged defects, then provided that the Company is satisfied that the defects have arisen prior to delivery of the goods to the Buyer solely due to defective production or manufacture of the goods and that there has been no omission or neglect on the Buyer's part in dealing with the goods, the Company warrants that it will in its absolute discretion either replace the defective goods with identical goods or with goods of comparable quality or issue to the Buyer a credit note to enable the Buyer to order from the Company new goods free of charge. Payment for the alleged defective goods shall not be withheld by the Buyer pending investigations by the Company.

8.2 Except as provided In Clause 8.1 above, there are excluded from the contract with the Buyer all conditions, guarantees or warranties whatsoever whether express or which but for these conditions of sale would or might be deemed to be implied by statute or common law. Provided that nothing herein shall be construed or applied so as to exclude the Company's liability under the provisions of Section 12 of the Sale of Goods Act 1979 or for death or personal injury arising from the Company's negligence (as that term is defined in the Unfair Contract Terms Act 1977).

8.3 In no event shall the Company be liable for any consequential or indirect loss suffered or incurred by the Buyer in consequence of any act omission or default of the Company.

9. Force Majeure

Should delivery of any of the goods be prevented or delayed by reason of any strike, war, fire, delay and delivery by third parties, act of God, Government action, or any other cause whatsoever outside the control of the Company, the Company reserves the right to cancel or suspend deliveries without prejudice to its right to payment for any goods (including part orders) already delivered. In any event, the Company shall not be liable in any way for loss or damage arising directly or indirectly in consequence of any such event.

10. Buyer´s Default

If the Buyer defaults in paying any sum due under any Contract with the Company as and when such sum becomes due or commits any breach of any of Its obligations to the Company, or if distress or execution is levied on any of the Buyer's goods, or if the Buyer makes any arrangement with its creditors or commits any act of bankruptcy or goes into liquidation or if a receiver or manager Is appointed of the whole or any part of its assets, the Company may forthwith suspend all further deliveries until the default has been made good or adequate compensation furnished therefore or may determine the contract so far as any goods remaining to be delivered without liability but without prejudice to any claim which the Company might otherwise have for breach of contract and/or for the price of goods already delivered.

11. Cancellation by the Buyer

Once a contract exists between the Buyer and the Company, it may not be cancelled by the Buyer except with the Company's consent and on terms which will indemnify the Company against all loss or damage whether directly or indirectly caused.

12. Governing Law

The contract between the Buyer and the Company shall in all respects be governed by English law.

Purchasing conditions

1. Field of application

Orders are only effected on the basis of the following purchasing conditions, which will also be applied to all future business transactions without pointing this out separately. Our purchasing conditions are considered to be accepted with the execution of the order at the latest, even if the supplier refers to his conditions. Sales conditions of the supplier must be specially confirmed in writing by us to become effective; this does not apply to arrangements about the reservation of ownership which are accepted by us. It is not possible to deduce effectiveness of differing conditions from the acceptance of the ordered goods or services.

2. Placing of orders

Orders are only effective in writing with two signatures. The supplier has to confirm the orders with making use of our attached order duplicate and with binding signature immediately.The supplier declares himself prepared to issue a supplier´s declaration according to ECC-regulation 3351/83 for the goods delivered. If this is not possible, the supplier is asked to contain the term "not entitled to preference" in his acknowledgement.

3. Meeting of the deadline

The delivery period begins with the day when the order is placed. The supplier must inform us about all circumstances which endanger the meeting of the deadline or make it impossible, giving the reasons and the estimated delay. However, this does not effect his obligation to deliver the goods on time. In the case of a delay in delivery we are entitled to claim a contractual penalty of 0.1% of the order amount for each day of the delayed delivery, up to a maximum of 8% without any further proof. In addition, crediting the contractual penalty, compensation for all damages sustained directly or indirectly as a result of the delay can be claimed. If the supplier does not effect delivery within a reasonable extension, we are entitled, crediting the contractual penalty, to choose to claim for damages due to non-fulfillment or alternatively to withdraw from the contract. The argument of acts of God only relieves the supplier if he informs us immediately about the circumstances and if he was not already behind when they occured. Deliveries in part and deliveries ahead of time must be agreed with us in advance.

4. Obligation to accept the goods

Unforeseen incidents, such as acts of God, war, governmental actions and operational interruptions beyond our control release us from the obligation to accept the ordered goods. In this case the supplier is not able to claim damages. In other cases of operational stoppage we are entitled to demand an adequate prolongation of the acceptance period. After the expiry of this period or if we fail to accept the goods without acting negligent or willful, the supplier has the right to withdraw from the contract within the scope of the legal regulations. He is not entitled to make any further demands.

5. Shipping documents, payment

The supplier must attach a delivery note which contains our order-no., article-no., a list of the delivered (sterilization-) batches, the description of the articles, the quantity delivered (in the given quantity unit), the weight (gross and net), as well as information about the used packing materials to each delivery. AlI this information, together with the name of the supplier, must also be attached to the pallets and packaging in a clearly visible manner. For deliveries from non-EU countries, a duplicate of the invoice must be attached to the delivery note. If agreed upon, an examination certificate or an analysis certificate must be enclosed; to each delivery of sterile products a sterilization certificate must be attached without request. If any preference or trade agreements exist between the FRG and the country of origin, certificates of origin confirmed by the competent authorities must be attached to the deliveries. The supplier has to render an invoice for each delivery and send it in duplicate to the parent company in Heidenheim, irrespective of the place of delivery within Germany. In particular, the invoice must include our Order No., Item No. and Article No. Payment shall be effected in the customary commercial manner, namely within 10 days at a four percent discount or within 30 days with a 2.2 percent discount, or after 60 days purely net, calculated in terms of delivery/performance and receipt of invoice.

6. Transportation, Payment of Duties and Insurance

All deliveries to us shall be effected in line with the conditions set out in Incoterms 2000. Unless "franco domicile" delivery has been agreed upon, the supplier may charge transportation costs for partial or complete shipments according to "Güterfernverkehrstarif" (GFT) less a maximum margin of 20 percent. Transportation costs for individual parcels may be charged at a rate which does not exceed the GFT individual parcel rate or customer rate minus a margin of 20 percent. We have taken out transportation insurance which is internationally valid. This means that all deliveries should be shipped without insurance. We are a "Verzichtskunde" according to German SLVS (SLVS = Speditions-, Logistik- und Lagerversicherungsschein) which means that it is not permissible to charge us for transportation insurance. If any invoices are raised, these will be charged to the supplier´s account. Crediting costs or presentation commissions will not be accepted if invoiced to us. All deliveries to Heidenheim should be marked Selbstabholung (self-collecting), we will not recognize any claims for the costs of delivery directly to our premises. We are not liable to present goods to the customs authorities. Unless otherwise agreed, goods will be cleared through customs by us. We will not accept any customs charges or fees for issuing customs documents.

7. Packing

The supplier has to use only pure packing materials which can be recycled. These materials must be marked with the corresponding symbols. We are en titled to dispose of the packing materials or to have them disposed of and to charge the costs arising in this connection on the supplier´s account.

8. Quality

The supplier guarantees that the delivered goods correspond to the regulations valid for these goods and the products which will be made, according to the supplier´s information, by making use of these products. The regulations mentioned above may be legal regulations of any kind, European rules, DlN-rules, pharmacopoeia monographs as well as all other accepted technical rules, especially the specification agreed upon with the supplier. If the goods come under the German Food and Consumer Goods Act (LMBG), the supplier guarantees that neither the goods nor their follow-up products or contaminations are noxious when used as directed and as foreseen, and that the goods are therefore physiologically harmless. If there is any recommendation of the plastics commission of the Federal Health Office (BGA), the supplier guarantees that the goods correspond to the version of the relevant recommendation valid at the moment. The supplier guarantees the compliance of every delivery with these regulations and places further documentation and validiting documents on request at our disposal. The supplier guarantees the compliance of every delivery with these regulations and places further documentation and validiting documents on request at our disposal. The supplier will conduct quality assurance commensurate to the type of article and volume and in keeping with the most recent technological standards. On request, he shall provide us with proof that this has been done.

9. Guarantee

For the judgement if the delivery is according to the rules, the number of pieces, measurements, weights and quality features ascertained on the occasion of our entrance examination are definitive. Obvious imperfections must be announced to the supplier within five working days after receipt of the goods. The supplier is obliged to give replacements free of charge and to compensate for damages which may occur even for imperfections which are not perceptible on reception of the goods, but only made evident during their laboratory examination, processing or use. Already effected payments cannot be interpreted as a renouncement of a complaint. The supplier guarantees for his deliveries according to the legal regulations effective in Germany. He assumes liability for the goods not infringing any intellectual property right of a third party. If we are held liable according to German law or the law of another country for violating mandatory safety regulations or product liability provisions or guarantees, the supplier must compensate for the sustained losses if his deliveries were defective and have caused the damage. The damage shall also cover the costs of a precautionary recall of the article(s) in question. The supplier shall take out due insurance coverage against all risks arising for product liability including the risk of recalling the article(s).

10. Production aids

If we pay for production aids of the supplier (e.g. tools, plates) wholly or predominantly, they are transfered to our ownership. The transfer is replaced by the arrangement of a secondment, which entitles the supplier to own the production aids until further notice. The supplier therefore has not the right to keep the aids.

11. Charging of claims

As far as it is authorized by legal regulations, we are entitled to set off all claims which we have on the supplier against all claims which the supplier has on us

12. Place of fulfillment

The place of fulfillment is Heidenheim or the headquarters of the works which receives the delivery. Legal domicile is Heidenheim. The contract is subject to German law, even if it concerns deliveries from abroad. If any of the regulations of these purchasing conditions should be ineffective, the validity of the other regulations is not effected by this. The ineffective regulations will then be replaced by a legally admissible version, which will correspond to the original version as far as it is possible, concerning the economic results.

13. Child Labour

We do not tolerate child labour. In case of acceptance of an order, the supplier commits himself not to employ child labourers in his company. Labourers must not be aged under 15 (repectively under 14 in case the producer country does allow this) or, in producer countries where the minimum age is over 15, no person may be employed under the minimum age when compulsory education ends.

In case of litigation the German version of the purchasing conditions is decisive. The English translation has no legal relevance. PAUL HARTMANN AG D-89522 Heidenheim