General Conditions of sales and delivery

TERMS OF AGREEMENT

The terms and conditions set forth herein constitute the entire agreement between MEDICEL AG ("SELLER") and BUYER. SELLER shall not be bound by any terms and conditions in BUYER’s order form, other documents or correspondence from the BUYER which add to, modify, conflict with or contradict any of the terms or conditions set forth herein. Any deviations from the General Terms and Conditions have to be accepted in writing by a person authorized on the SELLER’s behalf. Neither SELLER’s acknowledgement of a purchase order nor SELLER’s failure to object to conflicting, contrary or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or waiver of the provisions hereof. All purchase orders are subject to credit approval. The terms of this Agreement shall control over any trade usage or prior course of dealing.

PRICES AND TAXES

All prices are net and ex works if applicable, except otherwise agreed in writing. The SELLER’s invoices have to be settled in the same currency as stated on the invoice. If this should not be the case, the currency risks have to be overtaken by the purchaser.

Prices are exclusive of taxes, impositions and other charges, including: sales, use excise, value added and similar taxes or charges imposed by broker’s fees, consular fees, document fees, banking expenses and import duties. Any such tax, fee, or charge of any nature whatsoever shall be paid by the BUYER.

The SELLER reserves the right to amend prices as specified in PRODUCT price sheets and as posted on the web-site, or otherwise presented without prior notice at any time.

TERMS OF PAYMENT

Unless otherwise specified in writing, the payment terms are as defined on the SELLER’s invoice. Accounts past due will be subject to a monthly charge at the rate of one (1%) percent per month (an annual rate of twelve (12%) percent) or such lower rate as may be the maximum allowable by law, to cover the cost of servicing these accounts.

DELIVERY, SHIPMENT AND RISK OF LOSS

Delivery shall be made in accordance with the international commercial terms (currently Incoterms 2010) in force at the formation of the contract. All deliveries will be made ex works, unless otherwise agreed in written form. “Ex Works” means that the SELLER delivers when he places the goods at the disposal of the BUYER at the SELLER’s premises or another named place not cleared for export and not loaded on any collecting vehicle. Risk of loss or damage shall pass to BUYER at the time of such delivery. Unless otherwise specified, BUYER is obligated to obtain insurance against damage to the PRODUCTS being shipped.

PROPERTY AND RESERVATION OF TITLE

Notwithstanding delivery and passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the BUYER until the SELLER has received cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the SELLER to the BUYER for which payment is then due. However, BUYER shall be permitted to sell such goods as part of its normal business operations. BUYER hereby assigns to SELLER its claims arising from the onward sale of such goods subject to reservation of title. If further measures are required to substantiate the reservation of title or the assignment of claims (e.g. registration or written individual assignment of claims), BUYER hereby undertakes to implement the necessary measures on first request from SELLER. BUYER hereby grants its permission for any registration and entry in the Property Register if applicable.

PRODUCT CHANGES

SELLER reserves the right, without prior approval from or notice to the BUYER to make changes to the PRODUCTS which do not adversely affect physical or functional interchangeability or performance at a higher level of assembly of PRODUCTS when required for purposes of safety, or to improve performance.

SELLER’S LIMITED WARRANTY

SELLER warrants to BUYER that upon delivery to BUYER the PRODUCTS purchased hereunder shall conform to the applicable manufacturer’s specifications for such PRODUCTS, be new and free from any defects in material, design and workmanship and that any SERVICES are performed in a careful, competent and professional manner. SELLER makes no other warranty, express or implied, with respect to the PRODUCTS or SERVICES. These warranties shall be waived entirely if

a) the Products have been subject to misuse or neglect by BUYER or its customer, or
b) the Products have been altered or repaired by BUYER or without SELLER's approval.

The warranties in this Agreement are given in lieu of all other warranties, express or implied, which are specifically excluded as to any matter whatsoever, including without limitation, implied warranties of merchantability or fitness for a particular purpose.

SELLER shall, at his own option and cost, either i) refund or ii) repair or iii) replace any Products found to be faulty by reason of defective design, material or workmanship during a warranty period of twelve (12) months starting from the delivery of the respective Products. Thereby, in cases of repair and replacement, and where SELLER is liable under this warranty, the Products shall be returned to BUYER, transportation charges prepaid. Such refund, replacement or repair of Products shall be made by SELLER.

SELLER shall transfer to BUYER whatever transferable warranties and indemnities SELLER receives from the manufacturer of the PRODUCTS, including any transferable warranties and indemnities respecting patent infringement.

ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS

Inspection and acceptance of the PRODUCTS and of services performed shall be in BUYER’s responsibility. BUYER is deemed to have accepted the PRODUCTS unless written notice of rejection is received by SELLER within ten (10) days after delivery of the PRODUCTS or after the defect was first noticeable. BUYER waives any right to revoke acceptance thereafter. BUYER shall report any discrepancy in shipment quantity or damage within ten (10) days after delivery. No return of PRODUCTS shall be accepted by SELLER without a Return Material Authorization (“RMA”) Number, which may be issued by SELLER in its sole discretion. Returned PRODUCTS must be in original manufacturer’s shipping cartons complete with all packing materials. All PRODUCTS for return shall be returned freight prepaid in the manner specified in the RMA. If returned PRODUCTS are claimed to be defective, a complete description of the defect must be included with the returned PRODUCTS. PRODUCTS not eligible for return shall be returned to BUYER, freight collect.

FORCE MAJEURE / DISCLAIMER

SELLER shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labor or materials through its regular sources. SELLER’s time for performance of any such obligation shall be extended for the time period of such delay or SELLER may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to BUYER

LIMITATION OF LIABILITY

BUYER shall not in any event be entitled to, and SELLER shall not be liable for indirect, special incidental or consequential damages of any nature including, without limitation, business interruption costs, removal and/or reinstallation costs, reprocurement costs, loss of profit or revenue, loss of data, promotional or manufacturing expenses, overhead, injury to reputation or loss of customers, even if SELLER has been advised of the possibility of such damages.

BUYER’s recovery from SELLER for any claim shall not exceed BUYER’s purchase price for the PRODUCT giving rise to such claim irrespective of the nature of the claim, whether in CONTRACT, tort, warranty, or otherwise. SELLER shall not be liable for and BUYER shall indemnify, defend and hold SELLER harmless from any claims based on SELLER’s compliance with BUYER’s designs, specifications or instructions, or modification of any PRODUCTS by parties other than SELLER, or use in combination with other PRODUCTS.

However, should the Products ordered and delivered have a defect which causes damage to persons or to property other than Products delivered under this agreement, the BUYER shall indemnify and hold SELLER harmless from any such damage or claims from third parties connected therewith (including without limitation reasonable attorney fees), with the exception of cases of intentional illegality, gross negligence or with respect to other situations in which a waiver of liability is excluded by legal provision.

CANCELLATION

Orders and sales may only be cancelled upon SELLER’s written approval in which event BUYER shall pay reasonable cancellation charges.

BANKRUPTCY AND INSOLVENCY

If BUYER becomes bankrupt or insolvent or enters into an arrangement or assignment for the benefit of creditors, or commences to be wound up or suffers a receiver, trustee or custodian to be appointed over any of the property of the BUYER, then SELLER may by written notice, cancel BUYER’s order without judicial intervention or declaration of default of BUYER and without prejudice to any right or remedy which shall have accrued or shall accrue thereafter to SELLER.

STATEMENTS AND ADVICE

If statements or advice, technical or otherwise, are offered or given to BUYER, such statements or advice shall be deemed to be given as an accommodation to BUYER and without charge and SELLER shall have no responsibility or liability for the content or use of such statements or advice.

EXPORT AND IMPORT LICENCES / REGISTRATIONS

The BUYER shall be exclusively responsible for obtaining all export/import licenses, permits necessary and PRODUCT registrations to import into BUYER’s or ultimate user’s country.

APPLICABLE LAW

To the relationship between the parties Swiss material law shall exclusively apply, whereby the UN Convention on contracts for the international Sale of Goods is explicitly excluded.

JURISDICTION

Any dispute arising under or in connection with the contract shall be subject to the exclusive jurisdiction of the competent courts of the Canton St. Gallen, Switzerland. However, the SELLER reserves the right to initiate court proceedings against the BUYER in any other court of competent jurisdiction.

ANTI-BRIBERY CLAUSE

The Customer will:

Comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including, but not limited to:

- Local and national laws in the territories in which it operates.
- The UK Bribery Act 2010.
- The US Foreign Corrupt Practices Act 1977.
- The UN Convention Against Corruption.

Comply with the Halma plc Group Code of Conduct relating to bribery and corruption which may be found on the Halma website (www.halma.com).

Have in place its own policies and procedures to ensure compliance with this Clause.

Ensure that all parties with which it is associated or who are providing goods or services in connection with this Contract (including subcontractors, agents, consultants and other intermediaries) are aware of and comply with the requirements of this Clause.

Maintain complete and accurate records of all transactions and payments related to this Contract and, on reasonable request, disclose details of those transactions and payments to the Company.

On reasonable request confirm in writing to the Company that it has complied with the requirements of this Clause and, if so requested, allow the Company to verify this compliance by way of an audit of its records.

Immediately inform the Company if it suspects or becomes aware of any breach of this Clause by one of its employees, subcontractors, agents, consultants or other intermediaries and provide detailed information about the breach.