TERMS AND CONDITIONS

Except as agreed otherwise in writing, the following terms and conditions apply without exception to all sales by EnviteC -Wismar GmbH, Alter Holzhafen 18, 23966 Wismar, Germany („EnviteC“).

1. SOLE TERMS.

(a) All sales and supplies of EnviteC during the supply relationship of the parties (without requiring further express refeerneces in future orders, shall be governed exclusively by these terms and conditions).

(b) EnviteC’s acceptance of Buyer’s purchase order is expressly conditional upon Buyer’s assent to the terms and conditions contained herein in their entirety. Buyer’s acceptance of delivery from EnviteC constitutes Buyer’s acceptance of these terms and conditions in their entirety.

(c) Additional or different terms or conditions on Buyer's purchase order or any other instrument, agreement, or understanding are herby expressly rejected.

2. QUOTE/ PRICES.

EnviteC's quotation, if constituting the reverse side of this document, is firm only if Buyer enters an order within the time specified on the quote or, if none be mentioned, 30 days. Buyer must request shipment of the entire quantity of goods ordered within 12 months from date of order, otherwise, EnviteC standard prices at time of shipment may, at EnviteC’s option, apply to those quantities actually delivered, even if already invoiced. All tooling, designs, drawings, and other intellectual property produced or delivered hereunder are owned by EnviteC. If, after conclusion of contract EnviteC’s costs of materials have increased by 5% or more and this increase could not have been foreseen by EnviteC, then EnviteC may increase the price on all affected goods accordingly.

3. PAYMENT.

All payments are to be in EUR and are due in EnviteC’s account within 30 days from date of invoice, unless other agreed in writing. Invoices remaining unpaid after their due date will be subject to an interest charge of 12% per year, unless buyer is not responsible for the default Buyer will pay all costs necessary for collection of unpaid amounts, including attorneys’ fees, unless Buyer is not responsible for the default

4. DELIVERY; EXAMINATION; RETENTION OF TITLE

(a) All delivery dates are estimates.

(b) Delivery terms for goods are EXWORKS (Incoterms 2000) EnviteC’s facility with all risk of loss or damage to goods passing to Buyer upon delivery to carrier.

(c) Buyer must to inspect all goods upon delivery without undue delay and has to report open defects, transport damages, failures in identity and shortages without undue delay, in no event later than 5 days after delivery, hidden defects without undue delay, in no event later than 5 days after detection in writing to EnviteC, otherwise all goods will be deemed delivered and accepted., unless EnviteC has maliciously concealed the defect.

In the event Buyer is in default of acceptance Buyer shall be liable for increased costs incurred by EnviteC.

(d) EnviteC shall retain title in all goods delivered by EnviteC until payment has been made in full. In the event of a current account, retention of title shall serve as security for any balance due to EnviteC.

(e) The Buyer shall treat the goods with care; in particular it shall insure it sufficiently against fire, water and theft at reinstatement value at its own cost.

(f) In the event of seizure or any other measure taken by third parties in relation to the goods, the Buyer shall notify EnviteC in writing without undue delay so that EnviteC can initiate legal proceedings pursuant to § 771 of the German Code of Civil Procedure in order to prevent execution of any court order. If the third party is unable to reimburse the costs incurred in court and out of court of a claim pursuant to § 771 of the German Code of Civil Procedure, the Buyer is liable for the damages incurred hereby.

(g) Any processing of or alteration to the goods carried out by the Buyer shall always be carried out for EnviteC. If the goods are processed using other items, which do not belong to EnviteC, EnviteC shall acquire co-ownership of the new item in the ratio of the value of the object delivered to the other processed items at the time of processing.

(h) If the goods are irreversibly mixed using other items, which do not belong to EnviteC, EnviteC shall acquire co-ownership of the new item in the ratio of the value of the object delivered to the other mixed items at the time of mixing. If the mixing process takes place in such a way that the Buyer's item must be regarded as the principal item the parties shall be deemed to have agreed that the Buyer shall transfer shared title to EnviteC pro rata.

(i) Should the Buyer sell the goods delivered – whether processed or not – in due course of business, it hereby assigns any claims from selling the goods with all ancillary rights vis-à-vis its customer to EnviteC.

(j) On good cause the Buyer is obliged, if requested by EnviteC, to inform EnviteC of any assignment to a third-party purchaser and to give EnviteC all information required for the assertion of its rights and to hand over any documents.

(k) Should the realisable value of EnviteC's security exceed the debt claim to be secured by more than 10 % EnviteC shall release means of security – at its discretion – at the request of the Buyer.

5. TAXES.

The amount of any and all applicable taxes will be added to the price and paid by Buyer, unless Buyer has provided EnviteC with exemption certificates acceptable to the taxing authorities.

6. FORCE MAJEURE. DELIVERY DELAY.

EnviteC is not liable for any delay in production or delivery of goods if due to a force majeure event, which includes, among other things, shortages or inability to obtain materials or components, or refusals to grant an export license or the suspension or revocation thereof, or any other acts of any government that would limit EnviteC's ability to perform, fire, earthquake, flood, severe weather conditions, or any other acts of God, quarantines, epidemics, pandemics, or other regional medical crisis labour strikes or lockouts, riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war (or imminent threat of same), or any other cause whatsoever beyond EnviteC's reasonable control.

If the force majeure event continues for longer than 90 days, either party may terminate Buyer’s purchase order. If Buyer terminates the order Buyer will pay EnviteC for work performed prior to termination and all reasonable expenses incurred by EnviteC prior to termination. In the event of delays in delivery or performance caused by force majeure or Buyer, the date of delivery or performance shall be extended by the period of time EnviteC is actually delayed or as mutually agreed.

If, for reasons other than the foregoing, EnviteC should default or delay or not deliver goods, Buyer may cancel Buyer’s purchase order, through prior written notice to EnviteC. In as far as Buyer incurred damages due to the delivery delay culpably caused by EnviteC EnviteC's liability is limited to 0.5% of the order value of the delayed delivery per week in any event to 5% of the order value of the delayed delivery. Buyer is only entitled to claim damages in lieu of performance in accordance with section 12.

7. TERMINATION.

No Buyer purchase order may be terminated without EnviteC’s prior written consent. Goods scheduled for shipment within 30 days cannot be rescheduled. Goods scheduled for shipment between 30 and 60 days may be rescheduled with EnviteC's prior written consent and if, rescheduled beyond 60 days that quantity may not be further rescheduled. Buyer is, nonetheless liable for termination charges, which may include (a) a price adjustment based on the quantity of goods delivered, (b) all costs, direct and indirect, incurred and committed for Buyer's terminated purchase order, (c) the full cost of all unique materials required for custom goods, and (d) a reasonable allowance for prorated expenses and anticipated profits consistent with industry standards. EnviteCl may terminate a Buyer's purchase order in whole or in part upon Buyer’s breach of these terms and conditions or Buyer’s bankruptcy, insolvency, dissolution, or receivership proceedings.

8. INFRINGEMENT INDEMNIFICATION.

(a) EnviteC agrees to (i) defend or settle any claim, suit, or proceeding brought against Buyer based solely upon a claim that any goods manufactured and provided solely by EnviteC hereunder directly infringe any third party German patent, copyright, or maskwork, and (ii) to pay costs and damages finally awarded to the third party, provided that: (A) EnviteC is notified promptly in writing of such claim, (B) EnviteC is provided sole control of such defence or settlement using counsel of EnviteC’s choice, and (C) Buyer provides EnviteC with all available information and assistance. Because EnviteC has exclusive control over resolving infringement claims hereunder, in no event will EnviteC be liable for Buyer’s attorneys’ fees, if any.

(b) EnviteC shall not be responsible for any settlement or compromise of any such third party claim made without EnviteC's written consent. EnviteC has no obligation and this Section 8 will not apply to any claim of infringement of any intellectual property right of a third party (i) by goods not in EnviteC’s catalogue or goods developed pursuant to Buyer's direction, design, process, or specification, (ii) by the combination of any goods with other elements if such infringement could have been avoided but for such combination, (iii) by goods that have been modified if such infringement would have been avoided by the unmodified goods, (iv) by goods not used for their ordinary purpose, or (v) by software if such software is other than the latest version of the software released by EnviteC and provided to Buyer. Buyer agrees to defend, indemnify, and hold harmless EnviteC from and against any claims, suits, or proceedings whatsoever arising from such exclusions identified in this Section 8(b), unless this is not caused by Buyer's failure.

(c) At any time after a claim has been made or EnviteC believes is likely to be made, or a court of competent jurisdiction enters an injunction from which no appeal can be taken, EnviteC has at its option the discretion to (i) procure for Buyer the right to continue using such goods, (ii) replace or modify such goods in a way that it does not further infringe any third party intellectual property rights and without affecting the functionality of said goods. In the event EnviteC fails to do so within a reasonable time limit to be set by Buyer, EnviteC shall accept the return of such goods and refund the purchase price less 20% annual depreciation from shipment date. The foregoing states Buyer’s exclusive remedy for any actual or alleged infringement of intellectual property rights. Buyer is only entitled to claim damages subject to section 12.

9. SOFTWARE.

Software is governed by the following terms unless a software license agreement is included with such software. Subject to Buyer’s compliance with these terms and conditions, EnviteC grants a personal, limited, nonexclusive license to use the object code of the software solely for Buyer’s internal purposes. The license is limited to such kind of goods as are specified on Buyer’s purchase order for which this instrument serves as either a quotation or acknowledgment. No other use is permitted. EnviteC retains for itself (or, if applicable, its suppliers) all title and ownership to any software delivered hereunder, all of which contains confidential and proprietary information and which ownership includes, without limitation, all rights in patents, copyrights, trademarks, and trade secrets. Buyer shall not attempt any transfer without prior written consent of EnviteC, sublicense, or redistribution of the software except as expressly permitted herein. Buyer is only entitled to copy the software in as far as necessary for the contractual purpose. Buyer is entitled to make back-up copies in as far as necessary. Furthermore Buyer shall not disclose, distribute, or display any such software, or otherwise make it available to others (except as EnviteC authorizes in writing) or allow any unauthorized use of the software. Buyer is only entitled to reverse compile the software within the scope of § 69e UrhG. Buyer is only entitled modify, upgrade or alter the software in any other way within the scope of § 69c UrhG. EnviteC may terminate this license if Buyer breaches fundamental provisions under these terms and conditions.

10. WARRANTY.

(a) The following is in lieu of all other warranties and conditions, express or implied including those of satisfactory quality and fitness for particular purpose.

(b) Except as otherwise expressly provided herein, EnviteC warrants goods of its manufacture in all material respects to be free of defective materials and faulty workmanship and as conforming to applicable specifications and/or drawings. EnviteC may, without notice to Buyer, incorporate changes to goods that do not alter form, fit, or function and are reasonably acceptably to Buyer. Commencing with delivery EnviteC's warranty shall run for the period specifiedin the warranty table by product group in force from time to time, or if none be mentioned, 12 months.

(c) Non-complying goods returned to EnviteC will be repaired or replaced, at EnviteC’s option, and return-shipped lowest cost, transportation prepaid. The costs of transportation to EnviteC have to be borne by Buyer. In the event EnviteC fails to repair or replace the non-complying good within a reasonable time limit set by Buyer, EnviteC shall accept the return of such goods and refund the purchase price less 20% annual depreciation from shipment date. The foregoing states Buyer’s exclusive remedy in case of defects. Buyer is only entitled to claim damages subject to section 12.

(d) No goods will be accepted for return without an authorization number (RMA) obtained in advance of shipment to EnviteC.

(e) Goods subject to wear and tear or burnout through usage shall not be deemed defective because of such wear and tear or burnout. No warranty shall apply if the defect or damage was caused by or related to installation, combination with other parts and/or products, modification to or repair of any goods other than by EnviteC, or resulted from Buyer’s acts, omissions, misuse, or negligence. This warranty does not apply if the goods have not been stored or maintained in accordance with the accompanying instructions.

(f) Repaired or replaced goods shall be warranted for the remainder of the unused warranty term or for 270 days from shipment, whichever is longer.

(g) Experimental goods or unreleased or beta software are prototype, pre- production items that have yet to complete all phases of release testing; these goods are sold "AS IS" WITH NO WARRANTY.

(h) It is Buyer’s responsibility to ensure that the Goods are fit for the application in which they are used.

(i) Software, if used within goods warranted by EnviteC, will be furnished on a medium that’s free of defect in materials or workmanship under normal use for so long as the hardware and/or system is under warranty. During this period, Buyer has the rights listed in section 10 C with regard to any defects of the software.

(j) Where hardware and/or a system is installed by EnviteC, such installation is warranted against faulty workmanship for the same period (if any) as applies to the installed items. During this concurrently running period, EnviteC will correct without charge any workmanship it finds to be faulty.

(k) These warranties are for the benefit of the Buyer only and are not assignable or transferable.

11. SPARE PARTS

Envitec will provide spare parts for a period of 5 years from last delivery of goods to Buyer. Spare parts in this context shall mean parts which are reasonably expected to be subject to wear and tear.

12. LIMITATION OF LIABILITY.

(a) EnviteC is liable for intent and gross negligence on its part, on the part of its legal representatives and vicarious agents. If EnviteC has not acted intentionally or gross negligence EnviteC's liability is restricted to typical, foreseeable damage.

(b) EnviteC shall also be liable in the event of intentional and gross negligent injury to life, body and health caused by EnviteC, its legal representatives or vicarious agents and in the event of wilful failure to disclose a defect. Where a guarantee is provided by EnviteC, then the extent of EnviteC's liability is to be determined pursuant to the guarantee declaration.

(c) EnviteC shall also be liable for the intentional and gross negligent infringement of such duties, the fulfilment of which warranted the execution of the agreement in the first place and the observance of which the Buyer is and can be sure of on EnviteC's part, the part of its legal representatives or vicarious agents. If EnviteC has not acted intentionally or gross negligence EnviteC's liability is restricted to typical, foreseeable damage.

(d) Additionally EnviteC shall be liable in cases of mandatory statutory liability, for example pursuant to the Product Liability Act.

(e) Other than stated herein any liability of EnviteC is excluded, regardless of the theory of liability, whether based in contract, tort, indemnity or otherwise.

(f) The Buyer shall notify and consult with EnviteC without undue delay and comprehensively if it intends to take legal recourse in accordance with the afore-mentioned provision. The Buyer has to allow EnviteC to investigate and examine the damages.

13. RECOMMENDATIONS.

Any recommendations or assistance provided by EnviteC concerning the use, design, application, or operation of the goods shall not be construed as representations or warranties of any kind, express or implied, and such information is accepted by Buyer at Buyer’s own risk and without any obligation or liability to EnviteC. It is the Buyer’s sole responsibility to determine the suitability of the goods for use in the Buyer’s application(s). The failure by EnviteC to make recommendations or provide assistance shall not give rise to any liability to EnviteC.

14. LAWS AND SECURITY REGULATIONS.

a) Buyer will comply with all applicable laws, regu­lations, and ordinances of any governmental authority in any country having proper jurisdiction, including, without limitation, those laws of the United States or other countries that regulate the import or export of the goods provided by EnviteC and shall obtain all necessary import/export licenses in connection with any subsequent import, export, re-export, transfer, and use of all goods, technology, and software purchased, licensed, and received from EnviteC. Unless otherwise mutually agreed in writing, Buyer agrees that it will not use the goods in connection with any activity involving nuclear fission or fusion, any use or handling of any nuclear material, or any nuclear, chemical, or biological weapons.

b) Goods and services delivered by EnviteC hereunder will be produced and supplied in compliance with all applicable laws and regulations in the Federal Republic of Germany. Buyer confirms that it will ensure that all goods are properly installed and used in accordance with the applicable safety at work laws and regulations, and Buyer will indemnify EnviteC in respect of any costs, claims, actions or liability arising out of that Act, or otherwise arising out of the supply by Buyer or use by others of the goods, unless this is not caused by Buyer's failure.

c) EnviteC is only responsible for compliance with applicable German security regulations such as medicine product act ((Medizinproduktegesetz) or accident prevention regulations (Unfallverhütungsvorschriften). Buyer shall be responsible for any applicable security regulations in other countries, including certifications. Buyer shall indemnify EnviteC against all claims arising in connection with such regulations.

d) Buyer will inform EnviteC promptly in writing of all issues in connection with goods or any personal injuries resulting therefrom.

15. PRECLUSION AGAINST SETOFF.

Buyer is only entitled to set off any amount against any amount due or to become due from EnviteC to Buyer or its affiliates that are undisputed or final absolute.

16. WEEE

a) Prices do not include the costs of recycling goods covered by the European WEEE Directive 2002/96/EC and such costs may be added to the prices quoted.

b) Unless a charge has been made therefore under section 16 a above, if the provisions of the WEEE Directive 2002/96/EC as implemented in any local jurisdiction apply to goods, the financing and organisation of the disposal of the waste electrical and electronic equipment are the responsibility of the Buyer who herewith accepts this responsibility, and Buyer will indemnify EnviteC in respect of all such liabilities. The Buyer will handle the collection, processing and recycling of the goods in accordance with all applicable laws and regulations, and shall pass on this obligation to the final user of the goods. Failure by the Buyer to comply with these obligations may lead to the application of criminal sanctions in accordance with local laws and regulations.

17. APPLICABLE LAW.

These Terms and Conditions are subject to the Laws of the Federal Republic of Germany. These terms and conditions are excluded from the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto. The competent court at the seat of EnviteC will have exclusive jurisdiction to adjudicate any dispute related to these terms and conditions.

18. INDEMNIFICATION.

Buyer shall indemnify EnviteC for all costs and damages, including attorneys’ fees, suffered by EnviteC as a result of Buyer’s culpable actual or threatened breach of these terms and conditions.

19. MISCELLANEOUS.

The parties may exchange confidential information during the performance or fulfilment of any purchase order. All confidential information shall remain the property of the disclosing party and shall be kept confidential by the receiving party for a period of 10 years following the date of disclosure. These obligations shall not apply to information which is: (a) publicly known at the time of disclosure or becomes publicly known through no fault of recipient, (b) known to recipient at the time of disclosure through no wrongful act of recipient, (c) received by recipient from a third party without restrictions similar to those in this section, or (d) independently developed by recipient. Each party shall retain ownership of its confidential information, including without limitation all rights in patents, copyrights, trademarks and trade secrets. A recipient of confidential information may not disclose such confidential information without the prior written consent of the disclosing party, provided that EnviteC may disclose confidential information to its affiliated companies, employees, officers, consultants, agents, and contractors These terms and conditions (including any terms separately agreed in writing constitute the entire agreement of EnviteC and Buyer, superseding all prior agreements or understandings, written or oral, and cannot be amended except by a mutually executed writing. Buyer may not assign any rights or duties hereunder without EnviteC's written prior consent. EnviteC may subcontract its obligations hereunder without Buyer’s consent. No representation, warranty, course of dealing, or trade usage not contained or expressly set forth herein will be binding on EnviteC. Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of these terms and conditions. No failure by EnviteC to enforce at any time for any period the provisions hereof shall be construed as a waiver of such provision or of the right of EnviteC to enforce thereafter each and every provision. In the event any provision herein is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions shall not be affected and, in lieu of such provision, a provision as similar in terms as may be legal, valid, and enforceable shall be added hereto. Provisions herein which by their very nature are intended to survive termination, cancellation, or completion of Buyer’s order after acceptance by EnviteC shall survive such termination, cancellation, or completion. All stenographic and clerical errors are subject to correction. These terms and conditions shall confer no benefit on any third party.

20. LANGUAGE

TheGerman language version of these terms and conditions will prevail in case of conflict with any translations provided for convenience purposes.

June 2008