General Terms and Conditions

— for business transactions only —


§1 Scope / other regulations

(1) Parties and subject-matter. The following General Terms and Conditions shall apply to any sales of goods (“delivery items”) of INOPHA GmbH, Genshagener Str. 37a, D-14974 Ludwigsfelde (“INOPHA” or “we”) to you as our customer. They shall also apply to any future sales even in case these have not been agreed upon again expressly.

(2) No deviating regulations. Any deviating regulations or those that go beyond the scope of these regulations shall be excluded. This shall, in particular, apply to customer’s General Terms and Conditions, even in the event that INOPHA accepts acustomer order in which the customer refers to his General Terms and Conditions and/or orders with General Terms and Conditions being attached and if INOPHA does not expressly reject them.

(3) Partial invalidity. If any part or provision of these General Terms and Conditions should be or becomes invalid, or if these General Terms and Conditions are or become unenforceable, such invalid provision shall not affect the validity of theremaining provisions in these General Terms and Conditions. The parties agree toreplace the invalid provision by another valid provision that in its meaning is as closeas possible to the commercial purpose of the invalid provision. This shall also apply to any loopholes contained in the General Terms and Conditions.

(4) Obligations that apply to electronic transactions. § 312g, paragraph 1 no1, 2 and 3 and § 312g, paragraph 1, sentence 2 of the German Civil Code which provide for certain obligations on the part of the entrepreneur in case of contracts within the framework of electronic transactions, are waived.


§ 2 Conclusion of contract / procurement risk / lock-in period / deadline

(1) Conclusion of contract. The contract shall be deemed as concluded, if the customer places an order and if INOPHA accepts this offer by the customer. Our offers shall be non-binding.

(2) No procurement risk. Upon conclusion of contract, we shall not assume any procurement risk.

(3) Lock-in period. The customer shall be bound by his purchase offer for a period of two weeks, unless something different is specified in his order.

(4) Partial deliveries. Partial deliveries shall be permissible to the extent that they do not incur any unreasonable additional expenses for the customer. Partial deliveries may be invoiced by INOPHA individually.

(5) Appropriate period. If the applicable laws stipulate that an appropriate period shall be set either for us or the customer, such period shall be at least two weeks.


§3 Prices and payment conditions.

(1) Prices. The prices shall be for delivery CPT place of delivery (Incoterms 2010).

(2) Net prices. All prices shall plus the applicable statutory VAT.

(3) Payment term. Unless nothing different has been agreed upon, all payments shall be made by way of transfer within 14 days following delivery and the invoice date without any deduction.


§4 Delayed payment / setting off and right of retention

(1) In case of delayed payment and in case of any founded doubts as regards the solvency of the customer, we – irrespective of any other claims shall be authorized to demand advance payment for any deliveries of delivery items not yet executed, to revoke payment terms granted and to demand immediate payment of any claims resulting from the mutual business relationship. Our delivery obligation shall be suspended as long as the customer is in arrears with his due payment. The customer being in arrears shall reimburse any costs incurred by appropriate reminder, debt collection and information costs.

(2) Customer may set off against claims other than his contractual counter claims resulting from the legal transaction concerned or may ascertain a right of retentiononly, if such claim has been confirmed by us as being undisputed and legally valid.


§5 Interruptions of delivery / fixed transaction/ consequences of delay

(1) Force majeure. Any interruptions of operations which had not been foreseeable,such as strikes, lock-outs, official injunctions by authorities and other cases of forcemajeure shall for the time of such interruption and in the scope of its effect exempt us from our delivery obligation. In the event that such delivery is being delayed by morethan one month, either party shall be entitled to with draw from the contract incorrespondence with the quantity of goods affected by such interruption of delivery while excluding any further claims.

(2) Damage caused during transportation. Any complaints due to defects caused during the transportation shall be claimed by the customer within seven days.

(3) Fixed transaction. If the delivery date has not been expressly agreed as a “fixed” date, delivery shall be effected in accordance with the contract if the delivery is received by the customer within one week following the non-binding delivery date.

(4) Consequences of delay. The party ordering may only with draw from the contract within the scope of the statutory provisions, if such delay of delivery is caused by us. Such regulations shall not be associated with any burden of proof at the disadvantage of the customer. The customer shall declare within a period of two weeks upon request, whether he intends to withdraw from the contract due to a delay of delivery or whether he insists on the delivery to be made and/or whether he shall claim damages.


§6 Notices of defects/Claims due to defects

(1) Duty to investigate and remind. Customer shall verify without delay, whether the delivery items delivered correspond to the quantity and quality stipulated in the contract. Customer shall inform us about any visible defects and hidden defects immediately after having found them while specifying the order data and the invoicenumber. Customer may not reject the delivery items on the grounds of minor defects.

(2) Quality. INOPHA shall guarantee that the delivery items have the quality agreed upon at the time of transfer of risk. The goods’ quality shall be assessed on the basis of the offer and the product description referred to in the offer.

(3) Subsequent performance. Any defects of the delivery items may be remedied by us within our discretion either by delivery of a new defect-free delivery item or by removing the defects.

(4) Withdrawal and price reduction. If either the new delivery or removing the defect fails or if it is impossible or denied by us, if it is unacceptable for the customeror if we are unable to realise it within the reasonable period stated by the customer, the customer shall be entitled to with draw from the contract or may demand price reduction. Under special circumstances customer may also withdraw from the contract immediately if such withdrawal is deemed justified after consideration of the mutual interests.

(5) Limitation period. Any claims made by the customer shall become time-barred after 12 months following delivery of the delivery items to the customer. This shall not apply to any maliciously concealed defects.


§7 Limitation of liability.

(1) Exclusion in certain cases. INOPHA shall be liable for damages, if these

a) were caused by INOPHA intentionally or by gross negligence, or

b) were caused by INOPHA by a slightly negligent act and if they are caused by material violation of duty which jeopardize the fulfilment of the contractual purpose or which are caused by the violation of duties, the fulfilment of which are a precondition for the proper execution of the contract and where the customer may trust that they are being complied with.

Any further liability of INOPHA shall be excluded irrespective of their legal cause, unless INOPHA shall be liable by virtue of law, in particular, as regards the damage to life, body or health of a person, assumption of a guaranty, malicious nondisclosure of a defect or in accordance with the product liability law. Any guaranties granted by INOPHA shall be made in writing only and must be specified as such.

(2) Limitation of amount. In the event of paragraph (1) (b) and in case of grossnegligence caused by subcontractors of INOPHA (i.e. not by bodies or executives), INOPHA’s liability shall be limited to the damage typically foreseeable for this type of contract.

(3) Further limitations of amount. In the cases stipulated in paragraph (2), liability shall be excluded for any direct damages, consequential damages caused by defects and for any loss of profit. For the cases stipulated in paragraph (2) the parties expect, that the “typically foreseeable damage” will only correspond to the maximum amount of the net payment made to INOPHA agreed upon for the order concerned for anycases of damage that occur within the scope of an order.

(4) INOPHA’s associates and subcontractors. These limitations of liability stipulated in paragraphs (1) to (3) shall also apply to claims made against associates and subcontractors of INOPHA.


§ 8 Reservation of title

(1) Reservation of title. We shall reserve title to the delivery items (goods subject to retention) until fulfilment of any claims we are entitled to against the customer in resulting from the business relationship. Any acceptance of returned goods subject to retention shall constitute withdrawal from the contract, if this has been expressly declared by us in writing only.

(2) Further securities. The customer shall assign to us any claims made on the grounds of the further sale of goods subject to retention including letters of credit and cheques, in order to secure our payment claims resulting from delivery items already at this point. We here by accept such assignment. In the case of disposal of delivery items in which we have a co-ownership right, such assignment shall be limited to that portion of the claim that corresponds to our co-ownership share.

(3) Disposals made by the customer. As long as the customer is willing and able to comply with his obligations against us in due form, he shall be allowed to fully dispose of the delivery items owned or co-owned by us within ordinary course of business and may collect the accounts receivable assigned to us himself. Any transfer of goods, hypothecation and assignments of claims, including those made in the course of sale of accounts receivable shall be made by the customer only after he has received our prior written approval.

(4) Foreign jurisdictions. In the event that the reservation of title is not permissible either fully or partly in accordance with the statutory provisions applicable within the country in which the customers is domiciled, our aforementioned rights shall be limited to the legally permissible scope.

(5) Approval. If the value of the goods subject to retention exceeds the claim to besecured by more than 20%, INOPHA shall release any securities exceeding such claim upon request.


§9 Applicable law / place of fulfilment / place of jurisdiction

(1) Applicable law. German substantive law with the exclusion of the United Nations Treaty regarding Contracts covering the International Sale of Goods (CISG) shall apply to the legal relationship between the customer and us.

(2) Place of fulfilment. The place of fulfilment shall be the domicile of INOPHA.

(3) Place of jurisdiction. Unless German law does not require any other place of jurisdiction, Potsdam, Germany shall be the exclusive place of jurisdiction for any disputes arising between the parties out of or due to their business relationship. INOPHA shall remain entitled to file lawsuits at the domicile of the customer.

Date: July 2013