TERMS OF SALE

Medical SCI Terms of Sale

1. General Terms of Sale
These terms of business are the exclusive valid terms and conditions between Medical SCI and their customers, provided they are not amended by written agreement between the 2 parties. These terms are valid for all present and future business relationships.

Any opposing terms and conditions will not be recognized by Medical SCI unless Medical SCI has approved their validity in writing.

Orders will be accepted by e-mail, fax or post. Upon receiving an order, the customer may not be issued an order acknowledgment, unless specifically requested.

The conclusion of a contract comes by acceptance of our Offers by the buyer with acceptance of our conditions.

2. Prices/Quotation
The computation takes place on the day the quotation is given or the order is received. All prices are specified by us, exclusive Austrian Value Added tax. Possible transportation and insurance may be charged to the buyer. For orders under a commodity value of €90.00 exclusive VAT, a handling charge of €6.00 will be added. Price adjustments remain the right of Medical SCI.

3. Delivery
Delivery is “free house” except in those unusual circumstances discussed with the buyer prior to the order. These circumstances will be agreed upon in writing with the buyer prior to dispatch. The choice of an appropriate transit period and the mode of shipment remains the decision of Medical SCI.

4. Terms of payment
Payment is due 30 days net from the invoice date unless agreed upon differently with the buyer. In case of the delay of payment and/or delay with partial payments, any discount may be revoked.

Payments are valid as of the time of entrance into our bank.

With delay of payment we are entitled to add choice interest of 10% over the basis interest and with delay of one payment the customer’s entire open balance becomes promptly due. We are also entitled to demand pre-payments of all future orders from customers with a history of late payment.

We reserve the right whether to accept checks and bills of exchange for payment.

5. Date of delivery
Medical SCI reserves the right to make partial deliveries and to submit invoices for these partial deliveries.

A delivery timeframe shall be agreed upon by both Medical SCI and the buyer and is to be non-binding and subject to delivery of the product by our supplier.

6. Retention of Ownership
Medical SCI reserves the ownership of all products we have delivered until full payment is made on all payment claims. In the situation of ongoing billing, the reserved ownership is considered to be security for the balance payment claim.

7. Exchange or Return of Goods
Product that has been delivered may be returned only upon prior consent of Medical SCI. The Product must be unopened and undamaged and transport cost is the responsibility of the buyer. Products that are sterile packaged and/or custom made for the buyer are normally not accepted for exchange or return. We reserve the right to charge a 10% restocking fee.

8. Guarantee/Compensation/Product Liability
Warranty claims for purchased products are possible only if the buyer communicates and proves in writing immediately upon and no later than 8 days upon discovery. The guarantee period is 2 years from the purchase date and is only valid on those products that carry a warranty from the manufacturer.

All other legal organization rights, as well as compensation rights, are also only possible only if Medical SCI receives communication and proof in writing immediately upon and no later than 8 days upon discovery of such.

Demands for recourse in § 12 of the product liability law are impossible, unless negligence is proved and Medical SCI is to blame.

9. Final Provisions
If individual portions of these Terms of Sale should be totally or partly ineffective or impractical, it does not in the future affect the regulation of final and future contracts.
Verbal special agreements to these Terms of Sale are not valid. All changes or additions between Medical SCI and the buyer require writing to be legal.

Place of delivery for supply and payment is Vienna and is subject to Austrian law. The applicability of the UN-Rights is expressly excluded.

Contract language is German. The Contracting Parties agree upon Austrian, domestic jurisdiction and are exclusively locally responsible for the decision of all disputes the court essentially developing from the present Treaty.

Conditions: January 2007

Medical Sales Consultants, GmbH
Peter Jordan Strasse 81/2/3
A-1180 Wien
Registration Nr.: 240395y
Tax-Identification Nr.: ATU57473736