General Terms and Conditions of Delivery and Payment

— BEGO Implant Systems GmbH & Co. KG —

Section 1 General

  1. The following General Terms and Conditions of Business shall apply to all present and future business between BEGO Implant Systems GmbH & Co. KG and our customers. Any terms and conditions of customers which contradict or differ from our terms and conditions shall not be recognised.
  2. If any of the provisions below become invalid, this shall not affect the legal validity of the other provisions.
  3. Each party agrees to submit to the jurisdiction of the courts of Bremen. We further reserve the right to take legal action against customers at the buyer’s principal place of business or at our discretion before any other court being competent according to any national or international law.
  4. Our legal relations are governed by and construed in accordance with the laws of the Federal Republic of Germany. The articles of the United Nations Convention on Contracts for the International Sale of Goods are not applicable.
  5. Our Terms and Conditions of Delivery and Payment do not apply to contracts with consumers.

Sales

Section 2 Formation of contract

Orders placed shall constitute a binding offer. We shall, at our option, have the right to accept such an offer within 4 weeks by sending an order acknowledgement or by delivering the ordered goods to the customer within the aforesaid period.

Section 3 Prices

Our prices are quoted ex works, excluding carriage and packing. We shall charge value added tax separately in accordance with the legal provisions in force on the date of delivery of goods or services. We reserve the right to alter prices – even without prior notice.

Section 4 Payment

  1. Invoices for deliveries of precious metals and articles made of precious metal as well as services rendered shall be payable strictly net. The respective individual agreements shall apply to payment for all other goods. We reserve the right to deliver on a COD basis. Bills of exchange shall be accepted only by express agreement and only on condition that they can be discounted. Discount charges shall be billed from the date when the invoiced amount is due. Bills of exchange shall be accepted only as conditional payment. This shall also apply to cheques until they have been honoured.
  2. In the event of payment arrears, we shall charge default interest in accordance with Section 288 of the German Civil Code (BGB).
  3. The customer may not offset payments except against undisputed or legally established claims.

Section 5 Term of delivery

  1. Delivery deadlines shall be agreed for each individual case. To be valid, they require our written confirmation. Compliance therewith is conditional upon receipt in due time of all documentation, permits, releases and information which must be supplied by the customer and are needed for completing the order.
    The term of delivery shall not commence until these conditions have been met.
  2. If compliance with the agreed delivery deadline proves to be impossible by reason of circumstances beyond our control which arise at our works or the works of our suppliers, such as damage by fire, water or storm, strikes, lockouts, other unforeseen lack of labour, energy or production materials, disruptions of transport, etc., a suitable extension of the delivery term shall be granted, but no longer than four weeks from the expiry of the original delivery deadline. Should the impediment continue at that date, both parties shall be entitled to withdraw from the contract. In this case neither contracting party shall have any further claim against the other contracting party.

Section 6 Dispatch

Unless otherwise agreed, goods shall be dispatched by the method which appears to us to be most advantageous. All consignments are transported at the customer’s risk, and will be insured by us on his behalf unless he instructs us otherwise in due time. Conditions of Delivery as per Incoterms® 2010.

Section 7 Notice of defects

  1. Incomplete or incorrect deliveries and identifiable defects shall be notified to us in writing within one week of receipt of the goods. In the case of non-identifiable defects, such notification shall be made immediately upon their discovery, but no later than one year from receipt.
  2. If defects are not notified within the specified time, the delivery shall be deemed to be approved.

Section 8 Warranty (defects in object of purchase)

  1. In the event of any justified complaints, the defective goods shall, at our discretion, either be repaired through proper elimination of the defect (reworking) or replaced as soon as possible. No claims shall apply in the case of a negligible reduction in value or suitability. We shall have the right to arrange for the defect to be remedied by a third party. If the repair or replacement proves unsuccessful, the customer shall have the right to rescind the contract in accordance with Section 323 of the German Civil Code (BGB) or reduce the purchase price in accordance with Section 441 of the German Civil Code. If we decide to remedy the defect, the rework shall only be considered to have failed after the second unsuccessful attempt unless other circumstances prevail based on the type of repair or defect. The warranty period shall be two years from delivery of the product. This period shall not apply in the event of fraudulent behaviour or if a guarantee of condition is accepted. If materials supplied by us have, due to their natural condition, an expiration date that ends prior to one year from the delivery date, any claims arising from defectiveness of these materials shall expire on the expiration date unless the materials were processed by the expiration date. We shall only be liable for compensation under the conditions specified in Section 9 and to the extent stipulated there.
  2. We shall not be liable for any defects originating from materials or accessories incorrectly supplied by the customer. Any working documents made available to us which appear deficient may therefore be returned before processing after consultation and agreement with the customer. We shall be liable for the safekeeping of materials and accessories provided by the customer with the care which we would normally exercise with our own property.
  3. Our recommendations for use, whether given verbally, in writing or by way of practical instructions, are based on our own experience and tests and may therefore only be regarded as general guidelines, and not as assurances or warranties.
  4. Our products are subject to continuous further develop­ ment. We therefore reserve the right to change their design, composition and characteristics.

Section 9 Limitation of liability

  1. The following provisions of this section apply – unless otherwise indicated – both to liability for breaches of obligations in the form of defects and to liability for other breaches of obligations, liability in tort and liability for other reasons.
  2. In the case of breaches of obligations due to slight negligence, our liability is limited to the foreseeable damage typical for the contract, based on the type of goods. This also applies to breaches of obligation due to slight negligence on the part of our legal representatives or vicarious agents. However, we shall not be liable for breaches of non­essential contractual obligations due to slight negligence.
  3. The above limitations of liability do not apply to harm to life, limb or health imputable to us, nor do they apply if we are mandatorily liable according to the Product Liability Act or for other reasons.
  4. Notwithstanding the above provisions, the customer shall retain the right to cancel the contract in the event of a breach of obligations for which we are responsible and which is not due to a defect in the item purchased.
  5. Compensation claims due to a defect in a supplied product shall become statute­barred after one year. This period shall commence on the date of delivery of the product. The aforementioned period shall not apply if we can be accused of gross negligence or in the case of harm to life, limb or health imputable to us. Furthermore, it shall not apply if we have given a guarantee of condition.

Section 10 Returns

Goods delivered by us in flawless condition may only be returned with our prior consent. We reserve the right to deduct an appropriate amount from the reimbursed invoiced value to cover the necessary processing.

Section 11 Packaging

If we are liable under the German Packaging Regulations to take back transport packaging and outer packaging material, the customer shall bear the cost of returning the packing material used unless otherwise agreed with the customer.

Section 12 Reservation of title

  1. We shall retain the title to the goods supplied until the purchase price has been paid in full, any cheques and/ or bills of exchange have been honoured and all other present and future claims, including interest and costs, arising from the business relationship between us and the affiliated companies in our group on the one hand, and the customer and his/its group companies on the other hand, have been settled.
  2. In the case of a current account, reservation of title shall be deemed to be security for our balance claim.
  3. If the goods are processed or machined as defined in Sections 947­950 of the German Civil Code, this is considered to be done on our behalf, but excluding any expense for us, so that we become owners of the semi­ finished or finished product manufactured in this manner. If the goods are combined or mixed with a third party’s goods, we shall become joint owners in proportion to the goods supplied by us. The customer shall keep on our behalf the semi-finished or finished products which have been entirely or partially manufactured from goods supplied by us. The new item obtained by processing or machining shall be considered to be retained goods to the specified extent in accordance with this provision. The customer may only sell the retained goods in the normal course of business. Consequently, he may not pledge them, assign them as security nor dispose of them in any other way. The customer must immediately inform us of any impending or executed attachments or any other impairment of our rights (e.g., due to the opening of insolvency proceedings). In the case of default or cessation of payments, we are entitled to demand the return of the retained goods. The customer shall be liable for any costs incurred by us in action taken to prevent seizure by third parties.
  4. If the retained goods are sold, they shall be replaced by the proceeds of the sale. Moreover, when the retained goods are sold, the customer shall assign to us the claim for the purchase price. If our goods are combined or mixed with a third party’s goods, the assignment shall be pro rata based on the proportion of our goods included in the goods sold. At our request, we must be informed of the name of the parties owing the purchase price and given precise information and figures regarding the claims assigned pursuant to this provision; the parties owing the purchase price shall also be notified of the assignment.
  5. The customer shall be required at all times to insure the retained goods fully against the customary risks and, upon request, to provide proof thereof. The customer hereby assigns any insurance claims to us.
  6. If the book value of the security given to us exceeds the customer’s debt to us by more than 20%, we shall be required at the customer’s request to release that proportion of the security placed at our disposal. We have the right to choose which security shall be released.
  7. If in the event of deliveries to foreign customers the validity of the above retention of title is conditional upon the implementation of further measures (e.g., registration), the customer shall arrange for these measures to be implemented at his own expense. If reservation of title is not recognised in the customer’s country, the customer shall be required to provide us with a suitable lien upon the supplied goods.

Section 13 Export clause

Exports of our products are subject to our prior written approval with the exception of trade between European Community Member States.


Bremen, August 2011