General Terms and Conditions of Business and Delivery for memon^® bionic instruments GmbH ("memon") / cancellation rights

Dated: 30/06/2008

1. Area of application - subject of contract

(1) These General Terms & Conditions of Business (hereinafter referred to as "T&Cs") apply to the delivery of movable goods in accordance with the contract concluded between memon and the customer.

(2) Even if they are acknowledged, any general terms and conditions which differ, contradict or add to these do not form part of the contract. The use of the business partners T&Cs is explicitly discounted. memon rejects any offers to incorporate the customers T&Cs. The T&Cs below are a contractual part of all memon's legal relationships, even if contracts are concluded over the internet. By placing the order or submitting a legal declaration relating to the conclusion of a contract for the purchase of a memon product, the customer agrees to the inclusion of the terms and conditions in the contract.

(3) These T&Cs apply both to consumers and to companies, unless a distinction is made in individual clauses.

2. Quotation and conclusion of contract - quotation documents

(1) Quotations from memon are non-binding. Subject to technical and other changes, where reasonable.

(2) The order from the customer represents a binding offer which we can accept within four weeks by sending an order confirmation or delivering the goods.

(3) If the customer places the order electronically, the contract text and these T&Cs are stored in reproducible form and e-mailed to the customer on request.

(4) For orders where the customer does not use the internet, the rules set out in the German Civil Code (articles 145 ff BGB) apply to sending out the contract, on the condition that an order fax and an order confirmation return fax are sufficient for the conclusion of a contract, taking section 2 into account.

(5) memon retains ownership and copyright to diagrams, drawings, calculations and other documents. This also applies to written documents designated as "confidential". The customer must obtain written consent from memon before passing them on to third parties.

(6) For memon, the contract is concluded on the condition that it reserves the right not to fulfil the order or only partially fulfil the order if it receives incorrect or improper deliveries from its own suppliers. If the goods are not available or only partially unavailable, the customer is informed immediately. Any payment already received will be immediately refunded.

(7) If they extend beyond the written text of the contract, additional agreements and verbal agreements must be confirmed in writing or confirmed by e-mail from memon in order to be valid.

3. Right of use

(1) The services and functionality of the goods, equipment and programs provided is based on the product descriptions valid on conclusion of the contract. Any agreements going beyond this in particular cases, e.g. on capacity, timescales and compatibility, depend on the customer-specific situation and must be agreed in writing. The same applies to individual customer-specific modifications to products or other special usage conditions. We reserve the right to make technical changes and minor adjustments which do not affect functionality (e.g. further developments).

(2) The customer receives a non-exclusive right to use the software supplied, with no restrictions with respect to time. The customer has the right to use the software only for the purpose specified in the installation instructions for the memon product purchased. The program (coding) may not be reproduced in any way.

(3) With respect to the right of use, the mandatory terms of the Copyright Act (Articles 69 a ff of the German Copyright Law) also apply.

4. Prices and payment terms

(1) The purchase price quoted is binding subject to the rules in numbers 3 and 4. If the customer is a consumer, the price includes VAT at the statutory level.

(2) If the customer is a company, the price quoted is the net price. The statutory VAT is therefore not included in the prices, it is itemised separately at the statutory rate on the day the invoice is raised.

(3) If the customer is a consumer, price changes are authorised if there are more than four months between the conclusion of the contract and the agreed delivery date. If, prior to delivery, wages or material costs increase, we reserve the right to amend the price appropriately in accordance with the increases or reductions in costs.

(4) If the customer is a company, the agreed price applies, taking the rules below into consideration. If the price has increased at the point the service is provided as a result in a chance to the market price or increases in the fees charged by third parties appointed by the service provider, the higher price applies. If this is 20% or more above the agreed price, the customer has the right to withdraw from the contract. This right must be asserted immediately on notification of the increased price.

(5) The purchase price must be paid within ten days of receiving the goods with no deductions, unless otherwise agreed. The statutory regulations relating to the consequences of late payment and the payment of compensation for delays apply (Articles 280 II, 286 German Civil Code). For reminders, memon reserves the right to charge the customer a fixed rate of € 10.00 per reminder to cover expenses.

(6) The customer only has the right to offset if the customer's counter-claims have a legal foundation, undisputed or acknowledged by memon. If the customer is a company, the customer only has the right of retention if the counter-claim relates to the same contractual relationship.

5. Performance time and transfer of risk

(1) If memon has specified delivery times which were the basis for the order being placed, these times are extended in the event of strike and force majeur for the duration of the delay. The same applies if the customer fails to comply with any of its obligations.

(2) If the customer is a company, delivery is to the premises, unless agreed otherwise in the order confirmation.

(3) The risk of accidental destruction or deterioration of the goods bought is transferred to the consumer on handover over the goods - even if the goods are shipped. The handover is the same if there is a delay in the customer accepting the goods.

6. Right to cancellation

(1) The customer, being consumer, has the right to cancel declaration of intent submitted on conclusion of the contract within two weeks after receipt of the goods. The cancellation need not be justified and must be in writing or simply by returning the goods to memon - dispatching them within the relevant period suffices with respect to meeting the deadline. Cancellation must be sent to: memon^® bionic instruments GmbH Oberaustraße 6 a83026 Rosenheim, e-mail: office@memon.de, Tel: +49 (0) 8031 - 402 200, Fax: +49 (0) 8031 - 402 222.

(2) In the event of effective cancellation, the payments received by either party must be returned and any use gained (e.g. interest) must be returned.

(3) If the customer cannot return the goods received or can only return them partially or in imperfect condition, the customer must pay memon compensation. This does not apply if the impaired condition of the goods can be attributed entirely to the inspection thereof - as a customer could have done in a shop, for example. The customer can also avoid the obligation to pay compensation by not using the goods as an owner and avoiding anything which could affect their value.

(4) Goods which can be shipped must be returned at memon's expense and liability. Returns are free. Goods which cannot be shipped are collected from the customer.

7. Liability for faults

(1) If the customer is a consumer, then memon is liable if there is a fault in accordance with the statutory guidelines, providing there are no limitations arising from the points given below. The consumer must inform memon in writing of any obvious faults within two weeks of their occurrence. If notification does not take place within the prescribed period, the guarantee rights expire. This does not apply if memon maliciously conceals the faults or has taken on a guarantee for the quality of the goods.

(2) The customer does not receive a guarantee from memon in the legal sense.

(3) If the customer is a company, then memon reserves the right to choose the nature of the remedy in the event of a fault.

(4) If the customer is a consumer, the expiry period for fault claims following the delivery of new goods is two years, or one year for used goods. The period begins with the transfer of liability. The above does not apply if they are damages claims. The terms of section 8 apply to damages claims.

(5) If the customer is a company, the guarantee period is always one year. The period begins on the transfer of liability. The expiry period in the event of a delivery regress in accordance with articles 478 and 479 of the German Civil Code remains unaffected. The above does not apply if they are damages claims. The terms of section 8 apply to damages claims.

(6) memon's guarantee liability is limited to faults with the contract goods directly. memon is not liable for indirect damage (consequential damage), especially for loss of earnings or other material damage. This exclusion of liability does not apply if the damage was caused by malice or gross negligence on memon's part.

8. Liability for damage

(1) memon's liability for breaches of contract and offences is limited to cases of malice and gross negligence. This does not apply in the event of damage to life, body and health of the customer or claims for the infringement of cardinal duties and claims for compensation for damages caused by delays (articles 280 II, 286 German Civil Code). In this respect, memon is liable for all degrees of culpability.

(2) The above exclusion of liability also applies to minor negligent breaches of duty by memon's third party agents.

(3) If there is liability for damages which do not related to injury to the life, body or health of the customer, for which minor negligence cannot be ruled out, such claims shall expire within one year from the emergence of the claim or, for compensation claims, from handover of the goods.

(4) If memon's liability for compensation is excluded or limited, this shall also apply with respect to the personal damages liability of memon's employees, contractors, representatives and third party agents.

9. Retention of ownership

(1) For contracts with consumers, memon retains ownership of the purchased item until the purchase price is paid in full.

(2) If the customer is a company, memon retains ownership of the goods until the fulfilment of all obligations by the customer, even if the actual goods have already been paid for.

(3) The customer must inform memon immediately of any compulsory execution orders by third parties relating to the goods of which ownership is retained, handing over any documents required for intervention; this also applies to impairments of whatsoever kind. Irrespective of this, the customer must also inform the third party of the rights relating to the goods. If the customer is a company, the customer must bear the costs of memon's intervention if the third party is not able to reimburse them.

(4) If the customer is a company, it shall, for safety, absolve memon from all claims against its customer in the event of resale / rent of the retained goods until the fulfilment of all memon's claims arising from the above transactions. If the goods are processed, reworked or combined with other goods, we shall obtain direct ownership of the resulting goods. These are then deemed as retained goods.

(5) If the value of the security exceeds that of memon's claim against the customer by more than 20%, memon shall, on request from the customer, release security of its own choosing to an appropriate level.

10. Expiry of our claims

The expiry of claims from memon is based on the general statutory requirements (articles 195 ff, German Civil Code), unless otherwise agreed in the contract between the customer and memon.

11. Form of declarations

Legal declarations and notices from the customer to memon or to a third party relating to the contract or its execution must be in writing. This shall also apply to a waiver of a requirement for the written form.

12. Place of fulfilment - choice of law - place of jurisdiction

(1) Unless specified otherwise in the contract, the place of fulfilment is memon's registered office.

(2) The contract is governed by the law of the Federal Republic of Germany. This does not apply if specific consumer protection regulations in the customer's home country are more favourable (art. 29, European Trade Union Confederation/German Civil Code).

(3) If the customer is a company, German law applies, with the exclusion of UN purchase law and German international private law.

(4) If the customer does not have a general place of jurisdiction in Germany or another EU Member State, the exclusive place of jurisdiction for any disputes arising from this contract is the registered office of memon.

(5) For contracts with salespeople, legal persons under private law or special estates under public law, the exclusive place of jurisdiction is the relevant court for memon's registered office.

13. Final clauses

(1) The customer expressly agrees to the acquisition, processing and use of personal data. The customer has the right to revoke this consent at any time, the revocation cannot have retrospective effect.

(2) If individual terms of this contract with the customer, including these General Terms and Conditions, are or become partially or wholly invalid, this shall not affect the validity of the remaining content of the contract. The partially or wholly invalid clause(s) must be replaced with a clause which comes as close as possible to the economic intent of the invalid clause(s). The parties are obliged to agree on an appropriate, valid clause.