AGB

General Terms and Conditions

of

VASEMA GmbH

1. General provisions

1.1 Unless otherwise agreed, all present and future offers, customers' orders, contract negotiations, contracts and/or their formal conclusion, deliveries and services shall be based on the following General Terms and Conditions (hereinafter referred to as "GTC"). Agreements not based on these GTC shall not be valid unless made in writing; verbal declarations must be confirmed by us in writing.

1.2 We shall not be bound by any terms and conditions of the buyer's, including, but not limited to, General Purchasing Conditions or terms appearing in orders or other documents of the buyer's that have not been acknowledged and accepted by us in writing, even if we do not expressly object to them. Silence regarding our terms and conditions or acceptance of our deliveries will be deemed to signify acceptance of our terms and conditions even in cases where the buyer expressly placed his order subject to his own terms and conditions.

1.3 These GTC shall also apply to consumers within the meaning of the Consumer Protection Act (Konsumentenschutzgesetz, KSchG), unless there are mandatory provisions of the Consumer Protection Act to the contrary or these GTC provide otherwise.

2. Conclusion of contract

2.1 Our offers are non-binding. The contract will be effective from the date on which we confirm the order in writing.

2.2 If the goods are made ready for collection or the delivery is carried out without the buyer having first received a confirmation of the order, the contract shall become effective, based on these GTC, upon collection of the goods or acceptance of the delivery by the buyer at the latest.

2.3 The information contained in prospectuses or similar documents and records, or in an offer, such as figures, drawings, descriptions, measurements, weight, performance and consumption data, are only approximate values (benchmarks) and, as such, are non-binding unless expressly marked as binding or guaranteed. We reserve the right to make technical changes and to alter the design.

2.4 We reserve all rights, including, but not limited to, proprietary and copyrights, to quotations, blueprints, drawings and other documents and records. They shall not be made available to third parties except where this may be necessary to win a contract. Blueprints, drawings and other documents and records made available in connection with an offer shall be returned to us at any time upon our request, and in any case if the order in question is not placed with us.

2.5 The export of our products to countries outside the European Union is not permitted without our express prior consent.

3. Prices and payments

3.1 Prices are subject to change. They are quoted exclusive of VAT, for goods ready for collection by the buyer and/or delivery ex works, including packaging. VAT at the relevant applicable rate shall be added.

3.2 Prices will be determined by the cost factors at the time of conclusion of the contract; we reserve the right to adjust prices if these cost factors (material and auxiliary materials, wages, statutory levies, etc.) undergo alterations before delivery. This shall not apply in the case of consumers within the meaning of the Consumer Protection Act.

3.3 The purchase price shall be paid in advance within 3 working days of receipt of the invoice, without deductions, unless otherwise expressly agreed.

3.4 Payment by means of a bill of exchange shall require our prior consent. Bills of exchange and cheques shall be understood to be accepted in lieu of payment (zahlungshalber) only. Discounts and collection charges shall be borne by the buyer. No discount will be granted in case of payment by bill of exchange.

3.5 If the buyer is in default with the payment of the purchase price, default interest at the rate of 8 percentage points over and above the relevant base rate of the Austrian National Bank will be charged, without prejudice to the enforcement of further rights. If the buyer is a consumer within the meaning of the Consumer Protection Act, default interest will be charged at the rate of 4 percentage points over and above the relevant base rate of the Austrian National Bank, but not, at any rate, more than the statutory maximum amount.

3.6 If the buyer is in default with payments, if a cheque or a promissory note issued by the buyer is not honoured, if other circumstances indicating a considerable deterioration of the buyer 's financial situation become known or if there is considerable doubt for other reasons as to the buyer 's ability or willingness to pay, we shall be entitled to demand immediate payment of all outstanding invoices, including those that have not yet matured, even if cheques or bills of exchange have already been given for them, and to demand advance payment for all deliveries still outstanding. Our further rights, including, but not limited to, the right to rescind the contract, shall remain unaffected. The buyer may prevent enforcement of these rights by providing appropriate security in an amount acceptable to us.

4. Date on which goods are made available for collection and/or delivery date/period

4.1 The dates and/or periods on/during which the goods will be made available for collection and the dates and terms of delivery will be stated in our confirmation of the order according to our best knowledge and as accurately as possible. Where dates and terms are not expressly guaranteed by us in writing, all relevant data given shall be understood to be approximations and, as such, non-binding. In cases where the commencement of the period during which the goods are held available for collection or the delivery period has not been separately specified, the period in question shall commence on the date of the confirmation of the order, but in no case before the buyer has provided the required documents and records, permits or approvals, and not before payment of the purchase price or of an agreed deposit or security, if any.

4.2 In cases where the buyer requests alterations after we have accepted the order and we accept to perform all or a part of these alterations, the term of delivery shall (at the earliest) commence on the date of the new, written confirmation of the order.

4.3 The period during which the goods are held available for collection and/or the delivery period shall be deemed to have been complied with if the goods are made available for collection on the last day of the period of collection from the production facility and/or if the agreed delivery has left our production facility on the last day of the delivery period.

5. Collection, delivery, default, passing of risk

5.1 In general, it shall be deemed to have been agreed that the buyer shall collect the goods held available ex works and that the buyer shall be obliged to accept these goods. The buyer shall be in default if he or the shipping company employed by him fails to accept all of the goods made available for collection on the collection date and/or on the last day of the period for collection. Unless statutory provisions specify an earlier date, the risk of accidental damage shall pass to the buyer upon delivery of the goods to the buyer and/or to the shipping company employed by the buyer (passing of the risk). The buyer shall be responsible for providing adequate insurance for the goods in transit.

5.2 In cases where the parties have agreed, at variance with clause 5.1., that the goods shall be dispatched by VASEMA GmbH, delivery shall be provided ex works, that is to say, at the expense and risk of the buyer, and exclusively subject to the relevant conditions and transit insurance terms of the shipping company employed by VASEMA GmbH. Unless statutory provisions specify an earlier date, the risk of accidental damage shall pass to the buyer upon delivery of the goods to the shipping company (passing of the risk). We reserve the right to partial delivery.

5.3 The buyer shall be obliged to examine the goods according to sections 377 et seq. of the (Austrian) Commercial Code (Unternehmensgesetzbuch, UGB) and to notify any defects, including transport damage, incomplete delivery, deviations from the order confirmation and misdeliveries, giving details as to the actual defects objected to (specific notification). If the buyer fails to comply with this obligation of examination and notification within a reasonable period, he shall forfeit all warranty claims, claims to damages and the right to claim error regarding the freedom of the goods from defects (Irrtum über die Mangelfreiheit der Ware). Regarding the products sold hereunder, notification shall be deemed to have been given in time if it is sent to VASEMA GmbH within 5 working days. In the case of visible defects, this period shall begin to run on the day on which the goods arrive at their destination; in case of hidden defects, the period shall begin to run on the day on which the defect is discovered or has remained undiscovered due to negligence. With hidden defects, it will be assumed that they can be discovered within a period of 1 month after the arrival of the goods at their destination, unless the buyer is able to prove that it would have been unreasonable to expect him to discover the hidden defects within this period. Claims based on defective, wrong or incomplete delivery, including claims for damages, shall be excluded if the buyer has failed to fulfill his obligations under this clause 5.3 in due form and time. This clause 5.3 shall not be applicable consumers within the meaning of the Consumer Protection Act.

6. Proprietary rights, security, disposal

6.1 The goods delivered shall remain our property (reserved goods) until all our invoices, including those for future deliveries as part of the ongoing business relationship, shall have been paid in full (in the case of bills and cheques, until they are honoured).

6.2 However, the buyer is entitled to resell the reserved goods in the course of ordinary business. The pledging or transfer by way of security of reserved goods for the benefit of third parties shall not be permitted without our consent.

6.3 If the buyer defaults on his payments to us or if there is a material deterioration of the buyer's financial situation, we are entitled to repossess the reserved goods without any further preliminaries and to resell them in the open market. As of the conclusion of the contract, the buyer assigns to us any future claims that he may have vis-à-vis third parties with regard to the reserved goods. We are entitled to inform the third party debtor about this assignment and to collect the outstanding amounts ourselves. The buyer undertakes to grant us access to his premises in order to enable us to take possession of the reserved goods.

6.4 The buyer undertakes to provide us with information regarding the stock of reserved goods and assigned claims immediately upon our request, as well as naming the third party debtors. In the event of third parties seizing the reserved goods or the assigned claims, the buyer shall notify us without delay and support and assist us in enforcing our rights, particularly by pursuing all legal remedies available to him that may be required to safeguard our rights.

6.5 In the event of repossession of the goods and/or the resale of the same in the open market due to default on the buyer's part, we are entitled to charge the buyer a lending fee, at a rate customary in the industry, for the duration of the period during which the buyer possessed and used the goods. Furthermore, any shortfall in the case of resale in the open market shall be borne by the buyer. We are entitled to set off the lending fee and/or shortfall against the part payments made by the buyer.

6.6 The buyer who is an entrepreneur shall be obliged to insure the reserved goods in accordance with the principles of a prudent businessman and, as of the conclusion of the contract, assigns to us any future insurance or other compensation claims based on the destruction or deterioration of the reserved goods.

6.7 If the value of the overall security provided to us exceeds our claims by more than 20%, we shall be obliged to release such excess security at the buyer's request.

7. Warranty, repairs, liability

7.1 VASEMA GmbH provides a warranty for defects already present at the time of delivery. The provision of sec. 924 sentence 2 of the (Austrian) Civil Code (Allgemeines Bürgerliches Gesetzbuch, ABGB), according to which a defect discovered within 6 months of delivery is to be assumed to have been present at the time of delivery until proved otherwise, shall be waived, so that it is the buyer who shall be obliged to prove that the defect was already present at the time of delivery. The warranty period shall be 12 months as of the date of the delivery note.

7.2 The devices, including the related software, shall be operated exclusively in accordance with our manuals, operating instructions and licence terms. In case of inappropriate use, inappropriate storage and care and maintenance and/or repairs by any except our authorised dealers, the warranty claim shall lapse and any liability on the part of VASEMA GmbH for the resulting damage, if any, shall be excluded.

7.3 The shipping charges arising in connection with the enforcement of warranty claims, as well as the risk of sending the goods in question to VASEMA GmbH, shall be borne by the buyer. When sending the goods to VASEMA GmbH for the purpose of processing the warranty claim, the buyer shall be obliged to use the original packaging.

7.4 Duly and punctually notified defects shall be rectified, at our discretion, by substitute delivery (exchange of the defective goods for new ones) or by subsequent improvement (repairs, supplementation of whatever may have been missing).

7.5 The buyer shall have a claim to rescission or reduction of the purchase price only in cases where, in our opinion, a rectification of the defect and a substitute delivery are not feasible and/or impossible or would be unreasonably expensive for us or where rectification of the defect and/or substitute delivery have failed; a claim to rescission shall only be granted if the defect in question is not a slight or insignificant one.

7.6 If the buyer or a third party have attempted repairs without having been authorised to do so, the seller's liability and warranty shall be excluded to the extent that such attempts at repair have caused further damage.

7.7 If, before repairs that are not, or no longer, covered by the warranty are carried out, the buyer desires an estimate of costs, this shall be expressly notified to the seller.

7.8 Claims for compensation of any kind against ourselves or our employees for damage due to slight and gross negligence shall be excluded to the extent permitted by the law. This exclusion of liability shall apply first of all with regard to any damage due to a defect itself, but also with regard to any further damage caused by the defective device. Furthermore, any claims for compensation of other consequential and indirect damage, such as loss of profit, interruptions of operations, lost orders, loss of interest, or damage compensation due to slight and gross negligence shall be excluded. For consumers within the meaning of the Consumer Protection Act, this exclusion of liablity shall only apply in case of slight negligence. Liability for personal injury or under the (Austrian) Product Liability Act (Produkthaftungsgesetz) shall remain unaffected. In all other respects, our liability for damage vis-à-vis buyers who are entrepreneurs is limited to the overall value of the order of which the defective device(s) was/were a part. 7.9 The provisions of clauses 7.1, 7.3, 7.4, and 7.5 are not applicable to consumers within the meaning of the Consumer Protection Act. A consumer raising a warranty claim against VASEMA GmbH shall be obliged to use the original packaging exclusively when sending the goods in question to VASEMA GmbH.

8. Rentals

8.1 During the rental time, the customer shall be fully liable for the rented device and shall be obliged to insure it against the usual risks at replacement value. The customer shall be liable for the rented device as long as it remains in his possession or in the possession of an authorised person, and not only for the duration of the agreed rental time. Claims of any kind shall only be enforceable if our invoices have been paid in full. Devices that show a defect during rental time shall only be replaced free of charge if the rented device returned shows no demonstrable defect for which the customer can be held responsible.

9. Force majeure

9.1 If we are prevented from complying with the agreed delivery period by unforeseen circumstances outside our sphere of influence that cannot be avoided by applying the care and diligence of a prudent businessman ("force majeure“, including strikes, lockouts, war, riots, elementary events, problems with the power supply, lack of means of transport or similar events), the date of delivery shall be extended by a period equal to the time lost by reason of the force majeure event in question, unless delivery should become finally impossible. In case of the extension of the delivery date, the buyer shall be entitled to withdraw from the contract, subject to his having granted us a grace period of time for performance that is appropriate in view of all the circumstances and that we have allowed to pass without delivering. In the event of definite impossibility or of inability to perform for any of the aforementioned reasons, we shall be released from our obligation to deliver. Furthermore, we accept no liability for any delay in performance or for non-performance of our other obligations if such delay or non-performance is due to force majeure within the meaning of this provision. The present clause 9.1 shall also apply in cases where a delay in performance or non-performance of our obligations is due to an event of force majeure that affects any one of our suppliers.

10. Consumers' right of withdrawal, provisions regarding the return of products

10.1 If the contract between ourselves and the buyer is a distance contract and if the buyer is a consumer within the meaning of the Consumer Protection Act, the buyer shall be entitled pursuant to sec. 5e of the Consumer Protection Act to withdraw from the contract within 7 working days of the receipt of the goods ordered, without being obliged to state any reason for such withdrawal.

10.2 If the buyer withdraws from the contract pursuant to sec. 5e of the Consumer Protection Act, VASEMA GmbH shall be obliged to concurrently return the payments made by the buyer and to reimburse the buyer for any necessary and useful expenses incurred by the latter in connection with the goods; the buyer shall be obliged to return the goods received and to pay VASEMA GmbH an appropriate remuneration for the use of the device(s), including compensation for the resulting reduction in market value of the goods in question. The buyer shall pay the immediate costs of returning the goods.

11. Place of performance, jurisdiction, governing law and other agreements

11.1 The place of performance for all deliveries and services owed under the contract between the buyer and the seller shall be Vienna. This also applies with regard to cheques and bills payable. Any disputes under or in connection with the contract shall be submitted to the court in the first municipal district of Vienna (1. Wiener Gemeindebezirk) that has subject matter jurisdiction; this court shall also be deemed to have territorial and/or international jurisdiction. Unless otherwise provided by mandatory applicable law, this shall also apply to consumers within the meaning of the Consumer Protection Act.

11.2 All contracts shall be governed by the laws of the Republic of Austria, with the exception of the UN Sales Convention.

11.3 We reserve the right to alter these GTC from time to time.

11.4 In the event of any provision of these GTC being or becoming invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the original, invalid provision.

12. Data protection

12.1 We are entitled to process all data regarding the buyer that we may obtain as a result of or in connection with the relevant business connection, either from the customer himself or from third parties, to the extent permitted under the Data Protection Act.