General Terms and Conditions

mtm laboratories AG

Terms and conditions of Sale

1.General.
Hereinforth are set out the terms and conditions under which mtm laboratories AG ("mtm") sells products as specified in the Product List. ("Product(s)").

Our offers are not binding upon either party. A contract shall only be formed upon our written order confirmation, at the latest, how-ever, upon acceptance of delivery. Only those products and quantities are deliverable which are listed in our then current price lists. We are entitled to make partial deliveries. Any partial delivery may be invoiced separately. In the event of deliveries on call the delivery must be called for at least 2 weeks prior to the requested delivery date.

Upon placing an order to purchase any product from mtm the customer and mtm shall with immediate effect be bound by the subsequent terms and conditions.

Except as expressly stated on the face of the Quote provided by mtm to customer, these terms constitute the entire agreement between the parties (the customer and mtm) with respect to the products and the purchase of the products and supersede all prior written and oral agreements, purchase orders, acknowledgements, understandings and representations.

2. Payment.
Invoices are payable on a Net 30 days basis and prices quoted are exclusive of any applicable taxes that will be charged unless Customer furnishes a valid exemption certificate. mtm may charge interest on all amounts not paid by the date due, at the maximum rate permitted by law. A copy of Customer`s purchase document referencing a Quote or proposal may be filed at any time as a financing statement in order to perfect mtm`s security interest.
Payments shall be deemed to have been made only when and to the extent to which we can freely dispose thereof on our bank account. Cheques and bills of exchange will be accepted by us only on the basis of a prior written agreement to this effect and on account of performance and any discounts and bank charges shall be borne by the Customer.

3. Shipment, Risk of Loss and Packing.
Shipment of the Products will be scheduled upon mtm`s acceptance of Customer`s purchase order.
Risk of loss, i.e. the liability for the purchase price regardless of any loss or damage of the goods shall pass to the Customer as soon as we have delivered the goods to the carrier.
We reserve the right to select the mode of dispatch. As a security for all claims arising out of the business with the Customer, we reserve title to all goods delivered by us until the settlement of all current account debits. The goods in question may neither be pledged nor transferred as security in favour of any third parties. Customer pays for shipping cost. mtm is responsible for the cost of insurance paid to cover any losses from mtm`s shipment point to Customer receipt. mtm will assist Customer in processing any loss claims and Customer will be paid directly by mtm`s insurer.

4. Defects
Defects of the delivered goods, quantity deviations or deliveries of wrong goods must be notified to us in writing at the latest within 14 days from the receipt of the goods. If the notification period is exceeded or if the delivered goods are handled or processed improperly, all warranty claims shall be excluded. The warranty period shall expire 6 months after the date of the receipt of the goods. In the event of justified notices of defects, we shall deliver missing quantities or, at our choice, take back or exchange the defective goods or grant a reasonable price reduction to the Customer. If a substitute delivery is also defective, the Customer may rescind the contract or claim a reduction of the price.

5. Limited Warranty
mtm will only be responsible for damages of the Customer if such damages have been caused by intentional or grossly negligent acts on part of us or of our employees and agents. In addition, we will be responsible for damages negligently caused by us or by our key employees as a result of the breach of an essential contractual duty. For damages due to negligence we shall be liable only to the extent such damages have been reasonably to be expected under the relevant circumstances. The foregoing limitation of liability shall apply to all damage claims irrespective of their legal basis, and in particular to pre- and extra-contractual claims. It will not apply, however, to any mandatory statutory liability provisions and with respect to damages resulting from the absence of warranted characteristics, provided that the warranty was given to protect the Customer against the damage which has actually occurred.

6. Choice of Law and Enforcement.
Any disputes arising in connection with the products or the purchase of Products will be governed by and construed in accordance with the laws of the Federal Republic of Germany with no regard of the conflict of law rules, and the parties acknowledge that the Mannheim courts shall have jurisdiction.

7. Delays in Performance.
mtm shall not be liable for failure or delay in shipment due to shortage of materials, labor difficulties, floods, fires, actions taken or threatened by any governmental agencies, acts of God or other contingencies or acts not within the sole control of mtm. mtm reserves the right ( a ) during the period of any shortage to allocate its available supplies it may determine equitable without any liability to Customer, and ( b ) to make substitutions and modifications in the specification of any Product, provided such substitutions or modifications do not materially affect the performance of Products.

8. Bankruptcy.
Except as may be prohibited by applicable bankruptcy laws, in the event of any insolvency or inability to pay debts as they become due by a party hereto, or voluntary or involuntary bankruptcy proceeding by or against a party hereto, or appointment of a receiver or assignee for the benefit of creditors, the other party may elect to cancel any unfulfilled obligations hereunder.

9. Notices.
Any required notices shall be given in writing to mtm laboratories AG, Im Neuenheimer Feld 583, D-69120 Heidelberg Germany, and to Customer at the address as evidenced on the face of this Proposal, or to such other address as either party may substitute by written notice to the other.

10. Assignability, Waiver and Severability.
Customer may not assign any interest in an accepted order without the prior written consent of mtm. Subject to the foregoing, the rights and obligations herein shall be binding upon the successors and assigns of both mtm and Customer. mtm`s failure to exercise any of its rights shall not constitute or be deemed a waiver or forfeiture of any rights hereunder. If any of these provisions shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.