§ 1 Generals and Ambit

1. All deliveries, services and offers of Rein EDV GmbH (below: “Rein”) are performed exclusively on the basis of these general terms and conditions which are valid for all current and future business connections of Rein towards other companies, even if they are not repeated explicitly. Variations to these general terms and conditions are only effective if Rein confirms them in written form for each individual case. At the last by verbal or written order or by acceptance of goods or services the customer approves these general terms and conditions and abandons the validity of own general terms at the same time.

2. The validity of general terms of customers especially any possible general purchase conditions are objected; they are also objected in particular if Rein does not explicitly excepts them again in individual cases after transmission or notice. For reasons of precaution also any other possible references of customers to own general terms and purchase conditions are objected within the business connection.

§ 2 Offer and Conclusion of the Contract

1.Offers of Rein are noncommittal and without engagement. Orders of customers and any other acceptance declarations create a contractual relationship only after the receipt of a written order confirmation from Rein. The same is valid for supplement or amendment agreements as well as for sub-agreements in coherence to an existing contractual relationship. In the case of immediate delivery to the customer the written order confirmation may also be substituted by consignment of an invoice.

2.All data, specifications of service and any other documents (drawings, illustrations, measurements, weights, DIN norms, other performance specifications) transmitted by Rein in coherence to an offer or otherwise within the scope of the business connection are ever only to be understood as noncommittal approximated values. Particularly they do not in doubt imply the adoption of a guarantee. In doubt only explicit and written declarations of Rein are valid for the adoption of a guarantee.

3. The sales personnel of Rein is not authorised to close verbal or written sub-agreements nor to give any verbal or written warranty promises which exceed the contents of the written contractual or other legal relations.

4.Orders of the customer contain committal offers which Rein accepts either by transmission of a written order confirmation or by delivery of the ordered goods to the invoiced end price (passage 1.). For call-off orders Rein is released from the delivery duty if the ordered goods are not called off or taken by the customer within 12 months after the date of order confirmation. The call-off and acceptance duty of the customer stays unaffected.

§ 3 Prices and Payment Terms

1. In doubt solely those prices are valid which are confirmed in the order confirmation by Rein. Price indications on offers of Rein are noncommittal and without engagement. If the contractual relationship is accomplished without prior written order confirmation the delivery is carried out according to the general list prices of Rein which are valid at the delivery date. Price increases because of currency variations will be passed to the customer for goods which are not delivered yet. Prices which are quoted for imported goods are subject to the current customs tariff. Rein reserves the right to adequately and relatively adopt the prices for imported goods which are not delivered yet if the customs tariff is subsequently realigned.

2. If not agreed differing by an individual contract all prices are in doubt valid ex shipping point plus packing, environment lump sum, transport, freight insurance, and plus on the delivery date valid legal VAT. Shipping point is warehouse of Rein or in case of direct delivery German border or German port of entry.

3. All invoices of Rein are due and payable net cash. If the customers does not pay after due date Rein is entitled to charge interest customary in banking, but at least a delay damage of 10% p.a. Should the customer fall behind the settlement of an account, Rein is authorised to operate other deliveries only by prepayment or by charge forward. If the charge forward is not paid by the customer Rein may dispose of the goods for account of the customer or for account of Rein and charge the difference between the agreed price and the price which was realised by the distress sale. This procedure does not affect the other contractual or lawful rights of Rein.

§ 4 Delivery and Service Times; Extent of Delivery and Service Duties; Availability of Merchandise Supplies

1. The quoted delivery times and delivery terms are in doubt noncommittal if no other agreements are fixed contractually in individual cases. They are in particular subject to the correct and timely delivery by Rein’s own suppliers.

2. Correct and timely delivery of Rein by Rein’s own suppliers remains reserved, i.e. Rein does not underwrite an exercise risk. If Rein has placed an accordant purchase contract, Rein is authorised to withdraw from the contract if the delivery item is not received, or not received timely, or not received in the required quality, or not received in the required technical specifications. The liability of Rein for intent or gross negligence remains unaffected. Rein will immediately inform the customer about the unavailability of the delivery item. In the case of release from obligation to perform caused by omitted own delivery Rein will promptly refund any already adduced consideration of the customer.

3. Rein may either postpone a delivery or service for the duration of a hindrance plus an adequate starting time or withdraw fully or partially from a contract if one of the following hindrances may occur: delivery or service delays caused by significant changes of the applicable legal or official import regulations, considerable changes of the exchange rates between the parties, significant price increases for raw material, significant changes of energy costs, freight costs, or other for the delivery relevant attendant costs, as well as industrial conflicts (particularly strike, lockout, etc.), force majeure, and other unpredictable events. Claims for damages from the customer towards Rein are insofar excluded.

4. If Rein should fall behind the delivery time the customer is authorised to withdraw from the contract according to the legal regulations only if the delay is caused by Rein. The customer is obliged to declare within an adequate time limit after Rein’s demand if he wants to withdraw from the contract because of delivery or service delays or if he insists on the performance.

5. Rein is entitled to partial deliveries and partial services. In delivery contracts any partial delivery and partial service is considered as an independent performance. Additionally an agreed delivery or service time is extended by the period which the customer is in delay to fulfil his contractual duties. 6

6. All products which are delivered by Rein are determined to remain in the delivery country which was agreed on with the customer. The customer is aware that a re-export of these goods possibly are subject to the Foreign Trade and Payment Laws of the Federal Republic of Germany or of the country of origin of the product and is possibly subject to authorisation. It is incumbent on the customer to inform himself about the applicable Foreign Trade and Payment Law for the individual case as well as to apply for and to effect the necessary official authorisations self dependently. Claims for damages because of not issued import or export authorisations from the customer towards Rein are insofar excluded.

§ 5 Passing of Risk and Freight Costs

1. The risk of accidental deterioration or accidental destruction of the goods are passed to the customer as soon as Rein at their own option handed over the goods to a carrier or freight forwarder or any other independent forwarder or person who is designated for the transportation, or as soon as the goods left Rein’s warehouse ulterior for the means of shipment. Without a differing explicit written agreement Rein is authorised to decide about the method of shipping including the packing as well as to decide if the delivery of the goods to the customer takes place ex national entrepot or ex international producer/supplier. If the shipment of the goods is delayed without negligence of Rein the risk is passed to the customer on the date of notice entry of readiness for despatch.

2. Freight and packing charges are invoiced to the customer according to actual expenses. § 6 Default of Acceptance 1.For the period of default of acceptance Rein is authorised to place the delivery items in stock at the risk and for the expenses of the customer. Rein may also use a freight forwarder or stockist for this intent. 2.During the period of default of acceptance has to pay a lump sum of 1% of the purchase price per week, but not exceeding 50,00 € per week, to Rein as refund for the resulting stock costs without further evidence, unless the customer proofs a lower financial damage. If higher stock costs should arise Rein may claim the refund of these costs from the customer by providing evidence.

3. If the customer refuses the acceptance of the delivery items after expiration of a communicated adequate respite, or remains silent towards a written acceptance demand of Rein, or declares not to take over the goods, Rein may refuse the fulfilment of the contract and may claim damages because of non-fulfilment. Rein is authorised to either claim a lump sum of 20% of the agreed gross purchase price unless the customer proofs a lower financial damage, or to claim the refund of the effectively resulting financial damage.

§ 7 Retention of Title

1. Delivered items remain as a precaution in the retentive ownership of Rein until the fulfilment of all present and future claims and rights resulting from the business connection – including all debit balances of current invoice. If the value of all precaution rights is higher than 20% of all secured receivables, Rein will release a corresponding part of the precaution rights on demand of the customer.

2. If receivables are balanced by bill of exchange or cheque the retentive ownership remains as long as Rein on their part is still in liability of bill of exchange or cheque. The customer is authorised to resell the retentively owned goods only under retention of title on his part and only within the limits of a duly business. The customer is not authorised to dispose of the goods in an other way, in particular not by pledging or by chattel mortgage. The customer already now assigns his claims on the resell of the retentively owned goods to Rein, who accepts this assignation. Rein authorises the customer until cancelled to collect the assigned claims on the customer’s account and on his own behalf. This authorisation can only be cancelled if the customer does not fulfil his payment obligations duly. The customer must hold in trust for Rein under separate deposit and accounting all amounts which are received by this collection authorisation of retentively owned goods of Rein. If the retentively owned goods are resold by the customer together with other goods the agreed assignation is only valid amounting to the value (invoice value) of the retentively owned goods. If any third party should access to the retentively owned goods, in particular for enforcement measures, the customer will point out the retentive ownership and will inform Rein without delay telephonically and in written form with indication of name and address of the judgement creditor or any other third party. Costs of possible interventions by Rein against judgement creditors or any other third parties accessing the retentively owned goods will be charged to the customer.

3. In the case of breach of the contractual duties by the customer, in particular by delayed payment, Rein is authorised to withdraw from the contract and to take back the retentively owned goods, if an adequate time limit was set for the customer and if this time limit is expired; the customer is committed for restitution of the retentively owned goods. The legal regulations about a dispensability of time limits remains unaffected.

4. A possible treatment or processing of the retentively owned goods is always performed for Rein as manufacturer according to § 950 BGB, without committing Rein legally by this. In case of processing, assembly, blending, or mixing of the retentively owned goods with other goods or entireties of goods Rein receives a value proportional (co-)ownership of the new goods or entireties of goods, based on the invoice value. If the customer initially is the sole-owner of the new goods or entireties of goods he grants Rein a value proportional co-ownership on it and stores it for Rein free of charge. In case of resale of the new goods or entireties of goods the pre-assignation according to § 7 passage 2 remains valid amounting to the value of the retentively owned goods including the claims of the customer resulting from the resale. The customer is committed to insure the retentively owned goods adequately against all usual risks. Furthermore the customer must handle the retentively owned goods carefully and gently, store them separately and mark them accordingly on demand of Rein. Contractual claims of the customer, particularly insurance contractual or tortious claims resulting from a damage, destruction or loss of the retentively owned goods are now already assigned to Rein amounting the value of the retentively owned goods (invoice value). At the same time Rein accepts the assignation.

§ 8 Warranty for Defects

1. Rein as seller of goods which are purchased from third parties and resold unalteredly to the customer is not responsible for defects of these goods. The responsibility of Rein for intent or negligence remains unaffected. Rein does not assume a guarantee for a certain condition or durability of the goods according to § 443 BGB without an explicit individual contractual agreement. With this proviso Rein is liable for defects accounted by Rein as follows:

a) Rein delivers the goods in the design and condition which is usual at the delivery date. A liability for the usability of the delivered goods for a certain purpose is excluded. This is also effective if Rein advised on possible uses of the goods during the contract initiation. A warranty for defects is in addition excluded if the delivered goods are only imperfect to a percentage according to customs and usage of suchlike products. Warranty and/or guarantee statements of the manufacturer of the delivered product which Rein possibly discloses on her delivery notes, order confirmations, invoices etc. are noncommittal for Rein towards the customer. Possible warranty claims of Rein towards the manufacturer of the delivered product are assigned to the customer by delivering the product. The customer accepts the assignation by the effective receipt of the product. Advanced claims between Rein and the customer in the context of a possibly disclosed manufacturer warranty are not existing, even if Rein for goodwill purposes in individual cases assumes the logistic handling of a warranty case, in particular the forwarding of a product to the manufacturer for examination purposes.

b) For the rest Rein is liable for defects accounted by herself at Rein’s own option either by rectification of defects or by redemption of the goods against compensation delivery or credit note of the returned value of goods. Claims on reduction of price or on refund of direct or indirect damages are excluded in the legal extent; a possible legal liability of Rein for bodily injuries (injuries of life, body, or health) caused by defects which are accounted by Rein or caused by intent or negligence remain unaffected.

c) Fault claims are excluded for only negligible differences from the agreed condition of the delivered goods or only negligible impairment of usability of the delivered goods, for wear and tear, for non-reproducible software faults, or for damages which are emerging after passing of risk from faulty or negligent treatment or undue strain of the delivered goods or caused by special outer influences which were not assumed in the contract. Fault claims are also excluded if the customer or third parties performed inappropriate amendments or repair on the delivered goods.

2. Fault claims of the customer become time-barred one year after the date of delivery. This does not apply as far as longer periods are provided according to §§ 438 passage 1 No.2, 479 passage 1, 634 a passage 1 No.2, BGB or in cases of injury of life, body, or health, or in case of deliberate or grossly negligent breach of duty on the part of Rein or for fraudulent concealment of a fault. The legal regulations about the maturity repression, the repression and the restart of the time bar remain unaffected.

3. The customer must examine the received goods immediately after its arrival on possible faults and reprove the objections to Rein in written form without delay. After 7 days since delivery date the goods are considered to be approved, as far as possible faults, discrepancies of the delivery scope or any other objections of the goods could have been ascertained within the limits of a sampling inspection also of electrical/electronic construction and functional usability. The return of goods because of objected deliveries are only admissible after prior consulting of Rein with precise reference to the relevant delivery note / invoice number. For any returns caused by objections the customer takes the risks of accidental deterioration and accidental destruction until the returned goods arrived at Rein.

4. The specified warranty conditions for product groups of Rein are to be seen on the respective web sites: www.eye-q.de for EYE-Q products, www.reinedv.de for computer systems including notebooks, and www.medisol.org for medical products.

5. Should the claim be notified wrongly Rein is authorised to demand for the compensation of the expenses originated by this claim.

6. Claims for expenses, especially costs for transport, way, work or material, of the customer which are necessary for rectification of defects or replacement are excluded as far as the expenses increase because the delivered goods are later brought to another place than the branch office of the customer, if not this is in accordance to the regulative usage.

7. Contribution claims of the customer towards Rein according to § 478 BGB (entrepreneur recourse) are only existing insofar as the customer did not fix any agreements with his subpurchaser which exceed the legal fault claims. For the extent of contribution claims of the customer towards Rein according to § 478 passage 2 BGB, passage 5 is valid accordingly.

§ 9 Defects of Title; Industrial Property Rights, Copy Rights

1. Rein is committed to effect the delivered goods exclusively in the country of place of delivery free from industrial property rights and copy rights (below: “property rights”) of third parties. If a third party should raise a legitimate claim because of violation of property rights towards the customer for contractually used goods or other services of Rein, Rein is liable towards the customer within the time bar valid for fault claims (see above § 8, No. 2) as follows:

a) At her own option and to her own expense Rein will either effect the usage rights for the rejected goods or other service or exchange the goods or prompt to amend the delivered goods to that effect that the property rights are not violated any more. If Rein is not able to perform such an amendment to appropriate conditions and within an appropriate time the customer is entitled to use the legal rights of withdrawal. Further claims of the customer, particularly reduction and/or compensation are excluded to the legally admissible amount. Insofar § 11 is additionally valid.

b) The afore mentioned duties are only insofar effective for Rein as the customer informs Rein immediately in written form about claims which a third party possibly asserts, as the customer repudiates a violation of property rights, and as all defence measures remain reserved to Rein. If the customer should cease the usage of the delivery for reasons of loss minimisation or other important reasons he is committed to inform the third party that the cease of usage does not imply any confession of a violation of property rights.

2. Claims on defects of title by the customer are excluded as far as he is responsible for the violation of property rights himself or the violation of property rights is caused by special requirements of the customer or by an application which was not predictable by Rein or if the customer modified the goods or installed it together with products which were not delivered by Rein. 3.In case of violation of property rights and other defects of title incidentally § 8 No. 7 (entrepreneur recourse) is valid for the customer claims which are regulated in No. 1.a). Additional claims of the customer towards Rein and her auxiliary persons for a defect of title are excluded. § 10 Nondisclosure; Obligation of Secrecy and Data Storage 1.For an unlimited period the customer is committed to keep secret all data and information becoming accessible in connection with deliveries of Rein and which are identifiable as business or company secrets of Rein and therefore are to kept confidentially. The customer is furthermore committed to neither record them nor hand them down to third parties nor utilise them in any manner as far as this is not required for the achievement of the contractual use.

2. Rein is authorised to process data about the customer and about third parties, which Rein gets aware by reason of the business connection according to the regulations of the Bundesdatenschutzgesetz. Customer data are stored in accordance with § 33 BDSG. The customer accepts to have received acknowledgement of a possible storage and/or transmission of his customer data and to renounce a special notification in accordance with § 33 passage 1 BDSG.

§11 Other Claims

1. Claims for damages and expenses of the customer (following: “claims”), for which legal ground ever, particularly because of violation of obligation and tort duties are excluded to the legally admissible amount. Rein is liable for intended and grossly negligent behaviour of her responsible persons, representatives, and auxiliary persons in accordance to the legal regulations. Incidentally Rein is only liable in accordance to the Produkthaftungsgesetz, for injury of life, body, and health, or for culpable violation of essential contractual duties. The claims for violation of essential contractual duties are limited to the contractual typical, predictable damage, if not intent or gross negligence are existent or if a liability is caused by injury of life, body, or health. An amendment of the burden of proof to the disadvantage of the customer is not implied by this.

2. A liability for damages on the property of the customer caused by the delivered goods is excluded if not a liability is caused by intent or gross negligence or by injury of life, body, or health.

§ 12 Exclusion of Right of Detention; Interdiction of Summation

The customer is not authorised to perform a legal right of detention or performance denial towards receivables of Rein, unless these counter rights underlie legally ascertained or by Rein in written form accepted counter demands of the customer.

§ 13 Place of Fulfilment; Place of Jurisdiction; Applicable Law

1.Place of fulfilment is for both parties the place of Rein’s commercial settlement, if the contractual partner is merchant or a legal entity of public law or a separate estate under public law or if his residence is located outside of the Federal Republic of Germany.

2. If the contractual partner is merchant or a legal entity of public law or a separate estate under public law Rein can sue at the place of jurisdiction of the place of fulfilment and can only be sued at this place of fulfilment.

3. Exclusively the law of the Federal Republic of Germany is applicable.

§ 14 Contractual commitment

1. As far as single clauses of these delivery and service conditions of Rein or a clause in connection with other agreements with the customer might be invalid or might become invalid, the validity of the contractual relationship remains incidentally unaffected.

2. The contractual parties commit themselves to replace possible invalid contractual clauses by those which contents are as close as possible to the invalid clause regarding their commercial intention.