of the company SOMATEX Medical Technologies GmbH

Rheinstraße 7d, D-14513 Teltow

Date 24th October 2011

Section 1: Area of application

1. The following terms and conditions apply exclusively for contracts with SOMATEX Medical Technologies GmbH. Conflicting regulations are repudiated. Regulations other than those contained herein only become valid with our express written consent.

2. These general terms and conditions also apply to future business relations, even if not again expressly agreed on.

3. Supplementary oral agreements must be documented in writing (this includes via email). Changes to the conditions, including this confirmation clause and the agreement on delivery dates or periods, which can be arranged in a binding and non-binding capacity, require confirmation from SOMATEX Medical Technologies GmbH.

Section 2: Ownership rights / Copyright

We reserve ownership rights and copyright to illustrations, drawings, calculations and other documentation. Customers are not permitted to use the product for any purpose other than that stipulated by the characteristics of the product unless they have received written permission from SOMATEX Medical Technologies GmbH. In particular, they may not be made available for usage by third parties.

Section 3: Offers, conclusion of contract, liability and delivery obligations

1. Offers on these websites are non-binding and subject to change as long as express binding assurances have not been given. Orders are only binding once we confirm them or when we carry out these orders by sending the goods.

2. The contract is drafted on the basis of the order of the customer or the filling out and confirmation of an Internet-based ordering form on the one hand and the confirmation of the order by SOMATEX Medical Technologies GmbH on the other. The contractual offer of a customer also becomes binding if all that exists is a phone order from an employee of the customer (this includes doctors and nurses). Reservations are deemed to be call orders and are definitely binding for the client on confirmation of the order.

3. Partial deliveries are permitted as long as the customer does not clearly show that he has no interest in them or when it is clear that this is not acceptable to the customer. Should SOMATEX Medical Technologies GmbH exercise this right, packaging and shipping costs will only be charged once.

4. On delivery, discernible claims or deficiencies are to be made known immediately and in writing to SOMATEX Medical Technologies GmbH. The goods are otherwise deemed authorized. For deficiencies not immediately discernible, claims must be made in writing to SOMATEX Medical Technologies GmbH immediately after discovery thereof. The goods are otherwise deemed authorized, also in consideration of the deficiency. This does not apply if the deficiency was fraudulently concealed.

Section 4: Prices and terms of payment

1. The listed prices at the point of ordering apply for all deliveries and services. Our prices are in Euro, for customers in Germany incl. the VAT applicable at the time of ordering, incl. shipping costs and without other secondary services (e.g. training, installation, etc.) as long as not expressly agreed otherwise.

2. The following costs are calculated separately for packaging and distribution (shipping costs):

• Shipping costs are not incurred for distribution of goods within Germany with an order value of over €750.
• Shipping costs of €25 are incurred for distribution of goods within Germany with an order value less than €750.
• For deliveries to outside Germany shipping costs to the amount of the costs incurred will be charged.

3. We deliver with cash in advance, cash on delivery and per invoice. Prepayments or orders for charging credit cards will be taken into account when invoicing. On delivery with invoices all invoiced amounts are to be paid either on delivery of the goods or 30 days at the latest after this period and after arrival of the invoice. Only admissable cash discount is 2 % for payment within 10 days, this cash discount requires an approval by SOMATEX Medical Technologies GmbH.

4. Should the customer have still not yet paid the invoice after the 30 days have elapsed, he must pay interest on late payments to the amount of 8% above the basic interest rate according to Section 288, Paragraph 2 of the German BGB if SOMATEX Medical Technologies GmbH does not prove any damages which would require a higher rate. Furthermore, the interest of late payments is incurred without warning when the payment date has been missed.

5. When there are delays in payment, all invoices which were sent in the meantime become immediately payable. All payments are to be made solely to us. Offsets and reductions are only permitted when we have recognised or legally established the counterclaims.

6. On payment of an invoice SOMATEX Medical Technologies GmbH is entitled to make use of the security laws as detailed below:

7. SOMATEX Medical Technologies GmbH retains ownership of the object of delivery until all payments from the delivery contract, as well as for other owing secondary services, if applicable, have been made. SOMATEX Medical Technologies GmbH is entitled to insure the object of delivery against theft, breakages, fire, water and other damages at the expense of the customer provided that the customer has not already verifiably taken out an insurance policy. The retention of title expires once payment for the goods has been made in full. The customer is not entitled to the goods subject to retention of title, neither is he permitted to sell, mortgage or assign them as collateral. For garnishments and confiscation or other orders by a third party, the customer is to inform SOMATEX Medical Technologies GmbH immediately. If our retained-title goods expire as a result of the processing of the goods we deliver (e.g. through connection with other objects), the customer is to immediately transfer joint ownership of the object created through the connection to SOMATEX Medical Technologies GmbH. The transfer is compensated for by the customer storing the new objects created through the connection free of charge.

8. The respective current price list replaces all earlier lists which we published.

Section 5: The right of return

1. Fundamentally, the return or exchange of our products may only occur after previously being agreed upon by us and within two weeks. After the period of grace of 14 days has elapsed, SOMATEX Medical Technologies GmbH is entitled to invoice the client with the corresponding list price of the delivered products, even when a notice of defects from the client would be justified in its own right.

In the case of assumed fabrication errors or for other reasons, SOMATEX Medical Technologies GmbH reserves the right to recall goods or retain deliveries if doing so can lead to deficiencies being rectified or damages averted. All costs for this type of recall are at the expense of SOMATEX Medical Technologies. SOMATEX Medical Technologies refunds the purchase price at its own option or supplies a free replacement; there are no additional obligations.

2. The goods or the request of return are to be sent to:

SOMATEX Medical Technologies GmbH
Rheinstraße 7d, D-14513 Teltow

Section 6: Contractual exclusion of set-off and right of retention

1. The customer is not entitled to set off their own claims against our payment claims unless the demands of the customer are undisputed or legally established.

2. The customer is not entitled to counter our payment claims with rights of retention, even with notice of defects, unless they result from the same contractual relationship.

Section 7: Warranty, compensation for damages

1. When making objections to deficiencies the guarantee is limited at our own option to replacement delivery or remediation of the defect. Replaced parts become the property of SOMATEX Medical Technologies GmbH.

2. If defect remediations or replacement parts fail after a suitable period of time, the customer can demand either a reduction in the purchase price or rescind the contract. The period is at least four weeks. Defect remediations or replacement parts fail when three attempts to repair the deficiency do not result in success.

3. SOMATEX Medical Technologies GmbH is only liable to damages, for whatever legal reasons that may be, if there is intent, gross negligence, culpable injury to life, body or health, deficiencies which were fraudulently concealed, within the framework of a guarantee promise, deficiencies in the object of delivery as long as there is liability for privately used objects according to the Product Liability Act for Personal Injuries and Material Damage. SOMATEX Medical Technologies GmbH is liable when it comes to culpable injury of fundamental contractual obligations including gross negligence of non-managerial staff and slight negligence, limited in the latter case to damages foreseeable within reason for this type of contract. Further-reaching claims are excluded.

4. The obligation of SOMATEX Medical Technologies GmbH to correct faults is not applicable when:

4.1 (unauthorised) changes to the delivered product have been made,

4.2 the deficiencies were caused through the use of accessory parts or other devices which were not delivered by SOMATEX Medical Technologies GmbH,

4.3 the deficiencies are the result of use-based wear and tear,

4.4 the regulations as stated in the operational manual are not adhered to,

4.5 the supplied objects are improperly positioned, operated, processed or maintained,

4.6 the supplied objects are not stored with the necessary degree of care or the legal regulations in regard to sterility, identification, expiry, etc. are not adhered to,

4.7 obvious deficiencies after passing of the risk and hidden deficiencies or missing warranted characteristics are not reported in writing to SOMATEX Medical Technologies GmbH immediately after their discovery.

5. The customer is not entitled to claim for damages due to force majeure or when other events significantly impede delivery or make it impossible and when we are not to blame for this. Fire, flooding, work disputes, system malfunctions, strikes and official rulings which cannot be attributed to our business risk count among such events. The customer is informed immediately in the mentioned circumstances of the inability to deliver and the services rendered shall be recompensed.

6. Should the notice of defects turn out to be unfounded, the client is liable for the replacement of any appraisal, integration/dismantling, improvement, spare part/devices delivery costs as well as transport costs and other expenses which may have been incurred. The return for credit or for exchange to the calculated value is only done when an error was made by us in the process. An additional requirement for this is that returned goods be in perfect condition. For returns for other reasons, we must apply a processing fee of 15% of the value of the goods. If the packaging is damaged or other deficiencies are found in the returned goods, we reserve the right to either increase the processing fee according to the condition of the goods or to make the returned goods available again. Incomplete packaging units cannot be returned. Customer-specific custom products are fundamentally excluded from exchange.

7. Should the client withdraw from a contract which specified the delivery of custom made goods not belonging to the normal product range of SOMATEX Medical Technologies GmbH, then SOMATEX Medical Technologies GmbH can make a claim for damages to the amount of the agreed purchase price as long as considerably fewer damages have not verifiably been incurred.

Section 8: Date protection and non-disclosure

All personal data on the customer will be treated confidentiality. The data necessary for the completion of the business transaction are saved and may be forwarded to connected companies and deliverers as necessary within the required framework of the order execution or to banks for accounting purposes.

Section 9: Applicable law

In relation to all legal relations from this contractual relationship, both in a current and future capacity after completion of this contract, the contractual partners agree to apply German Law excluding the Uniform Law on the International Sale of Goods.

Section 10: Place of execution

1. For all mutual services from the contract, the company headquarters of SOMATEX Medical Technologies is deemed the place of execution.

2. The place of jurisdiction is agreed to be solely at the responsible court for the place of execution if the customer is a trader in the sense of the German Commercial Code (HGB), is a legal body governed by public law or special assets subject to public law or does not have a general place of jurisdiction within the Federal Republic of Germany.

Section 11: Limitation of period

Fundamentally, customer claims are statute-barred after 12 months.

Section 12: Severability Clause

Should any part of these Terms and Conditions be or become invalid for any reason, the rest of the agreement shall remain unaffected and valid. The parties are obliged to replace an ineffectual condition by one which is equivalent to the intended meaning and is effectual and replace an incomplete condition by one which corresponds to that which is intended in the contract and corresponds to the purpose of its incomplete fundamental condition and is effectual.