Phenion GmbH & Co. KG´s General Terms and Conditions

Scope and Contract

The following terms and conditions apply to all dermatological services. These services include in vivo and in vitro testing, dermatological consulting, contract research, and Phenion GmbH & Co. KG´s sale of three-dimensional skin models for or to the contracting party. These terms and conditions apply when the contract is concluded. Any other agreement or terms and conditions apply only if and insofar as Phenion GmbH & Co. KG has expressly approved them in writing.

Phenion GmbH & Co.KG´s services are delivered on the basis of a contract to be agreed between the customer and Phenion GmbH & Co. KG and the following general terms and conditions. If there is a discrepancy between the provisions in the contract and the general terms and conditions, the provisions in the contract shall prevail.

Delivery

Unless otherwise agreed, the contracting partner shall bear the risk and cost of delivery of test materials for dermatological studies or research projects. Before conclusion of the contract Phenion GmbH & Co. KG shall be notified of all hazard warnings and handling and disposal instructions regarding test materials, especially those that are toxicologic. The customer shall provide any additional information which shall be fixed in the contract if necessary, e.g. the composition of the test material.

Unless otherwise agreed, Phenion GmbH & Co. KG shall summarize the results of the studies in a final report in German and transmit it to the contracting partner.

Unless otherwise agreed and as far as the nature of the test materials allows, Phenion GmbH & Co.KG shall keep retained samples without additional charge for four weeks after transmission of the final report. After this period, test materials shall be disposed of or sent back to the customer on request at his cost and risk. The agreed delivery period shall begin when both parties sign the contract but not before the customer furnishes the necessary documents, samples, product prototypes and information for performing dermatological studies. In cases of force majeure as well as power outages, government regulations, repercussions from labor disputes or similar actions which could hinder Phenion GmbH & Co. KG from executing and/or completing delivery, the agreed delivery dates shall be delayed accordingly.

Partial deliveries which have already been made and accepted by the customer are deemed independent transactions; settlement of the partial delivery may not be refused on account of the parts still outstanding. In case of a delivery delay for the aforementioned reasons, the customer shall not be entitled to fix a final deadline or withdraw from delivery. Any claims for damage based on Phenion´s delay shall be limited to the typical, foreseeable damage. After delivery and, in case of dermatological studies or research projects ordered, after transmission of the final report, Phenion GmbH & Co. KG shall send an invoice to the contracting partner.

Payment

The invoice amount is due and payable in full within 14 days of its date of issue. Payment is only considered as having been made when it is received by Phenion GmbH & Co. KG.

Phenion GmbH & Co. KG is entitled to demand default interest in the amount of 5% above the basic interest rate in case of payment default. Default interest is due and payable immediately. The customer shall only be entitled to offset claims which are undisputed or declared legally binding.

Warranty and Liability

Phenion GmbH & Co. KG is only liable for other or continuing claims which as per Phenion GmbH & Co. KG´s offer of delivery are based on general scientific principles. Any complaints shall be made immediately. Phenion GmbH & Co. KG shall make an effort to remedy justified complaints within a reasonable period of time. Complaints about testing services which are made 6 months after transmission of the final report shall be excluded. Phenion GmbH & Co. KG is not liable for deliveries made which are not suitable for the contracting partner. Liability in connection with or on the basis of the contract concluded under these general terms and conditions, for whatever legal argument, is limited to € 250,000.00 unless damage was wilfully caused. Any further liability or liability in connection with or on the basis of the contract concluded under these general terms and conditions is excluded. This applies especially to compensation claims for indirect or consequential damages.

For in vivo studies, the customer is obligated to release Phenion GmbH & Co. KG and its employees from any claims for damages caused by the customer which volunteers could bring against Phenion GmbH & Co. KG and its employees for any testing done. Claims of wilfully negligent actions attributed to Phenion GmbH & Co. KG or its employees are excluded. The abovementioned limitations of liability apply insofar as claims of gross negligence can be attributed to Phenion GmbH & Co. KG and its employees.

Final Provisions

Should any individual provision of these terms and conditions or one of the basic terms and conditions in the agreed contract be or become ineffective, the rest of the provisions shall remain in full effect. In this case Phenion GmbH & Co. KG and the contracting partner are obligated to agree to a new provision which comes closest to the null and void provision.

Duesseldorf is the exclusive legal venue for any and all disputes arising from or in relation to these terms and conditions. The relationship between Phenion GmbH & Co.KG and the contracting party is subject solely to German law.

Phenion GmbH & Co. KG, Duesseldorf (Updated 1 September 2007)

Phenion GmbH & Co.KG
Merowingerplatz 1a
40225 Duesseldorf
Germany
www.phenion.com