Business, delivery and payment conditions of the company

W&R Bioline GmbH (hereinafter referred to as W&R)

I. General 1. The following conditions apply exclusively to all offers, contracts, advice and other contractual services. Deviations - also due to deviating general terms and conditions of the contractual partner - are not valid unless they are expressly recognized in writing. Conditions to the contrary contained in the buyer's order are superseded by the conditions below.

2. Telegraphic, telex and telephone orders as well as those via fax or screen text are only binding for W&R if they have been confirmed in writing or the goods have been delivered and/or an invoice has been issued. Orders placed over the phone should be confirmed in writing by W&R the following day. In the event of a delay in the written confirmation, no guarantee can be given for the correct delivery and the resulting consequences. Verbal declarations by representatives and employees of W&R also require written confirmation to be effective.

3. Offers and orders are non-binding until the order confirmation and/or invoice. This also applies to orders placed with representatives of W&R. Those in catalogues, prospectuses, circulars. Information about weights, dimensions, services, illustrations, prices and delivery times given in advertisements and price lists are only guide values and may be subject to change. They become binding if they are expressly guaranteed in the contract or in the business correspondence of W&R. The goods are delivered in the design and condition that is customary at the time of delivery.

4. German law applies to all contracts concluded with W&R.

II. Delivery, packaging, delivery period 1. Unless otherwise requested by the customer, W&R will select the cheapest shipping method at its own discretion. Delivery is at the customer's risk from the Meerbusch/Krefeld warehouse. As soon as the goods have been properly handed over by W&R to the Federal Railway, Federal Post, UPS or other transport companies and freight forwarders, the risk is transferred to the buyer. The goods are only insured against transport damage if expressly requested and at the expense of the customer. Partial deliveries are authorized unless expressly agreed otherwise.

2. The goods must be checked for transport damage immediately after receipt by the customer or his representative. The customer must have damage to the packaging certified in writing by the transport company upon acceptance of the goods.

4. W&R will endeavor to fulfill the delivery immediately. After the expiry of a delivery period specified by W&R, a subsequent delivery period of the same duration as the delivery period, but no longer than 14 days, will begin without explanation. In the event of force majeure, industrial action, official measures and other unforeseen events that could not be avoided despite the precautionary measures that could reasonably be expected - whether at W&R, at the supplier or third parties - the delivery period or acceptance period is automatically extended by the duration of the hindrance reasonably extended, even if such events occur during an already existing delay. If events in the aforementioned sense occur outside of a delay and delivery subsequently becomes impossible or unreasonable for W&R, W&R is entitled to withdraw from the contract. Claims for damages are excluded in the aforementioned cases. W&R is released from the delivery obligation if the sub-suppliers do not deliver on time or in the right quality or in other specifications. If the delivery is not made on time and the buyer wants to withdraw from the contract, he must set a subsequent delivery period of three weeks with the threat that he will refuse performance after the period has expired. The subsequent delivery period is calculated from receipt by W&R. In the event of a delay in delivery or service or the impossibility of delivery or service for which W&R is responsible, claims for damages due to non-performance are excluded if W&R is not guilty of intent or gross negligence.

III. Warranty 1. Complaints about incomplete or incorrect delivery or recognizable defects must be received in writing by W&R immediately, no later than three days after receipt of the goods. Complaints are excluded if W&R does not receive written notice of them within this period, although they can be ascertained upon receipt of the goods. Warranty claims can only be asserted if the delivery is opened immediately and checked for obvious damage. In the event of defects or faults in guaranteed properties, which can be proven to have occurred as a result of a circumstance occurring before the transfer of risk, W&R is only obliged to grant a price reduction according to its will, to exchange or take back the goods or to provide a guarantee by repairing or correcting the delivered item. W&R is released from any other or further obligation. Defective articles are to be returned at W&R's request. Replaced goods become W&R's property. In the case of justified complaints, W&R bears the costs for the return shipment including transport insurance. Defects or damage that are due to culpable or improper handling and improper use of unsuitable accessories or changes to the original goods by the customer or third parties not commissioned by W&R or natural wear and tear are excluded from the warranty. The same applies to the processing of delivered goods.

3. The buyer is obliged to bear the costs for the return shipment to W&R. W&R bears the costs of sending the goods back to the buyer together with the insurance. In the event of disagreement within the warranty period as to whether there is a defect for which W&R is responsible, W&R has the right to have the goods checked by its own employees. Apart from the warranty claims that are regulated above, the buyer cannot assert any further claims. In particular, claims for damages due to consequential damage are excluded.

IV. Damages Claims for damages are limited to the value of the delivered goods. Claims for damages within the scope of the warranty due to violation of contractual secondary obligations, incorrect advice or tortious acts against W&R or its vicarious agents are excluded, unless intent or gross negligence is involved. Claims for damages due to errors in guaranteed properties are excluded, unless the guarantee included the avoidance of consequential damage. A guaranteed property only exists if this property has been guaranteed in writing to the customer.

V. Taking back goods Delivered goods will only be taken back if this has been agreed in advance, the goods and the original packaging are in perfect condition and the goods are returned carriage paid to W&R's registered office in Meerbusch. W&R reserves the right to refuse acceptance of goods returned without consent. A return is not possible for goods that were manufactured at the special request of the customer.

Goods that are returned or taken back due to retention of title will be credited for their current value less a processing fee. If a right of return has been agreed, the buyer bears the costs for the return shipment.

VI. Price Unless otherwise agreed, all prices are subject to change ex warehouse Meerbusch/Krefeld, duty paid, plus applicable VAT, packaging and freight costs. The calculation is based on the prices valid on the day of delivery. W&R is entitled to correct the prices in the event of cost increases, exchange rate changes, changes in freight duties and other charges occurring after the conclusion of the contract.

VII. Terms of payment 1. Unless otherwise agreed, the invoice amounts are due within 15 days of the invoice date without deduction. Payment must be made by bank transfer, in cash or by cheque. W&R is entitled to carry out outstanding deliveries against advance payment. If the advance payment is not made within a reasonable period of time, W&R is entitled to withdraw from the contract.

2. Interest on arrears from the 16th day on will be charged at a rate of 5% above the applicable discount rate of the German Bundesbank.

3. If the customer is in arrears with payment or if circumstances become known that call into question the creditworthiness of the customer (e.g. non-payment of checks), all claims become due immediately. W&R is then entitled to make outstanding deliveries only against advance payment, security or cash on delivery.

Furthermore, W&R is entitled to repossess goods delivered under retention of title without automatically making use of the right to withdraw from the contract. The buyer is not entitled to a right of retention. Existing warranty claims do not affect the due date of W&R claims.

4. The buyer is not entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by W&R.

VIII. Retention of title 1. The goods remain the property of W&R until all claims arising from the business relationship, including all ancillary claims, have been paid in full and until any current account balance charged to the buyer has been settled. If the buyer behaves in breach of contract, in particular in the event of default in payment, W&R is entitled to take back the purchased item. If the goods subject to retention of title are sold by the buyer, the buyer hereby assigns his purchase price claim against his customers, which he must notify on request, to W&R in full, regardless of whether the purchased item was resold without or after processing. He has to manage the amounts received in trust for W&R. If the purchased item is inseparably mixed with other items that do not belong to W&R, W&R acquires co-ownership of the new item in proportion to the value of the purchased item to the other mixed items at the time of mixing. If the mixing takes place in such a way that the buyer's item is to be regarded as the main item, it is agreed that the buyer transfers co-ownership to W&R on a pro rata basis. The buyer keeps the resulting sole ownership or co-ownership for W&R. The buyer may neither pledge the goods received under retention of title nor assign them as security.2. The retention of title also remains in place if individual claims have been included in a current account and the balance has been drawn and acknowledged. In the case of resale, the buyer must reserve the conditional ownership of the goods to which he is entitled towards his buyers until they have paid the purchase price in full. The buyer is authorized to include the claims from the resale. The buyer is not permitted to transfer ownership or pledge the goods subject to retention of title. The purchaser must inform W&R immediately of impending or completed attachments or any other impairment of the rights of W&R, in particular of the existence of global assignments, stating the name and address of the creditor.IX. Place of performance and place of jurisdiction 1. The place of performance for all services arising from the contractual relationship is Neuss, the registered office of W&R Bioline GmbH.2. The place of jurisdiction for all disputes arising from this contractual relationship – including in the event of withdrawal – is the district court in Neuss, which is responsible for W&R, regardless of the amount in dispute. W&R is at liberty to appeal to the District Court of Düsseldorf.

X. Miscellaneous 1. Should one of these provisions – for whatever reason – be ineffective, the validity of the remaining provisions shall not be affected thereby.

2. The personal data received in connection with the business relationship will be processed at W&R in compliance with the statutory provisions.

3. The buyer must store the goods delivered under retention of title separately and allow W&R's authorized representatives to inspect and appropriately examine the stocks and return the goods to the seller or his authorized representative immediately upon his request if, in W&R's opinion, the The buyer's credit situation does not appear suitable for granting a loan.

4. All products delivered by W&R are intended to remain in the delivery country agreed with the buyer. The re-export of products is subject to the foreign trade regulations of Germany or the country of origin and requires approval for the customer. The customer must inform himself about these regulations.

Meerbusch, May 20th, 2011