General Terms and Conditions - MELASAN^® Produktions & Vertriebsges.m.b.H.

I. General – Area of application

1. These present Terms and Conditions
shall apply to all business relations between MELASAN^® Produktions & Vertriebsges.m.b.H and its business partners. These General Terms and Conditions shall apply exclusively. Conflicting conditions of the customer or conditions differing from those indicated in our General Terms and Conditions cannot be accepted, unless approved of by MELASAN^® in writing in individual cases.
Our trading conditions also apply if we accept orders or supplies from a contracting party with deviating General Terms and Conditions.
All agreements between MELASAN^® and the contracting party for the purpose of contract execution are required in writing to become legally binding.
Verbal commitments require written confirmation in order to take effect. Our trading conditions apply only to entrepreneurs according to § 1 of the KSchG. Our trading conditions also apply to all future business dealings, in particular if they subsequently take place by telephone, in writing or by fax.

2. Liabilities and delay of payment
We are entitled to charge all payments of the customer to other liabilities, even if the customer has stated other reasons for payment. In case of delayed payment a dunning charge of € 11,-- is charged.
It is agreed that any dunning charges, collection charges and/or transfer costs are to be paid by the invoice recipient. In the event of default we are entitled to at least 4 % interest over the respective secondary market net yield of Austrian bonds.

3. Reservation of ownership
Until all claims against the customer have been settled, the delivered goods shall remain the sole property of MELASAN^®.
We retain our title to all delivered goods until all our claims against the customer ensuing from our business relationship, also from other contracts and from a current account relationship, have been settled. This also applies to claims ensuing from contracts which were concluded at a later point in time.
This retention of title refers to all goods supplied to by MELASAN^® and in current possession of the customer, as long as there are any ongoing claims towards the customer. Before complete payment the customer may neither pawn the goods nor convey the goods to a third party for surety without our previous written consent.

4. Delivery
The adherence to the agreed-upon delivery time by MELASAN^® presupposes the clarification and carrying out of all other contract details. It is understood that MELASAN^® seeks to meet all agreed-upon delivery times.
If the agreed-upon date of delivery could not be kept on our part, the client is obliged to set us a subsequent delivery period of four weeks in writing. If the delivery is made within the set respite, the order is considered to have been fulfilled within the prescribed period.
The client has no right to withdraw from the contract because of un-timely fulfilment, until the contract obligations have not been met after four weeks respite following the written request.
If the delay is caused by wilful misconduct or gross negligence on our part, the client is entitled to compensation due to default. However our compensation liability is limited to foreseeable damage.
We are entitled to premature delivery deviating from the agreed upon date of delivery.
The client is obliged to accept the delivery of the commodity also before the agreed upon date of delivery. If not agreed upon otherwise in writing, the client is also obliged to accept partial deliveries as fulfilment. Should any costs arise due to default of acceptance by the client or due to the infraction of any other contractual obligations, we are entitled to charge these resulting costs - including any additional expenditures – to the client.
The agreed delivery conditions are ex works, unless stated explicitly otherwise. If requested by the client, we will insure the goods for transport at the expense of the client.

5. Limitations of liabilities
The assertion of warranty claims by the client presumes, that the client has duly complied with the obligations stated in § 377 and § 378 HGB, such as a timely notice of non-conformity and the mentioned examinations. MELASAN^® must be notified within three days of defects, product faults or shortage in delivery. Otherwise the whole consignment is deemed approved and accepted by the client.
If a fault not recognizable within the initial investigation shows up later, the customer must inform us immediately.
In any case the notice of defect must be specifically detailed and in writing.

6. Reporting requirements
The client must notify us immediately of any damage caused by a product supplied by MELASAN^®. In particular, if a third party requests substitution for damages under product liability laws and he is prompted to disclose his supplier, or if he is otherwise informed of a product error or has been affected by any product defect.
Costs that arise for MELASAN^® due to delayed notification by the client (e.g. claims for damages) will be charged to the client.

7. Data processing
Our clients agree that their personal data which is known or will be made known in business dealings with MELASAN^®, in particular name, address and date of birth, can be used for purposes such as customer service and advertisement. Furthermore this data can be conveyed to the Kreditschutzverband (credit protection agency) of 1870 for the protection of creditors. The client can recall this agreement of data conveyance in writing at any time. This revocation does not have an effect on the underlying transaction.

8. Sales:
8.1. Offers
Our offers are non-binding and noncommittal. The order signed by the client is a binding offer. We are entitled to agree to this offer, to which the client is bound during this period, within eight days by sending a confirmation of the order or by forwarding of the ordered commodity/product to the client. The acceptance of all orders is subject to availability.

8.2. Alterations of Products
Packaging, labelling and composition of our products are subject to change.

8.3. Return policy
We are not obliged to take back any delivered goods. If in individual cases we accept a return, the client is charged at least a service charge of 5% of the invoice-sum.

9. Wage manufacturing:
9.1. Guarantee/liability
The offers for wage manufacturing made on our part are subject to the physical feasibility. For wage manufacturing according to instructions by our clients MELASAN^® offers no guarantee and is not liable for any chemical or physical reactions of the product and/or the shelf-life of the finished product.
Likewise – as far as legally permissible - we exclude all compensation claims by our customers.
Guarantee for the chemical stability of the product can only be given after execution of a six-week stress-test, whereby these tests are only performed upon the specific request by the client. The client is solely responsible for the correct state of provided raw materials to be used in the production process.

9.2. Product development/labelling
New formulas are test-encapsulated by MELASAN^®. The resulting product development costs are to be paid by the client. If in the wage manufacturing process MELASAN^® also makes the product-labels, we first withdraw an appropriate number of samples, in order to determine and/or adjust the exact composition of the product. If the labels are supplied by the client, we do not take over liability for the conformity of the data on the labels with the actual contents of the finished product.

9.3. Product calculation
Our product calculation is based on the given quantity specifications. Deviations to the actual filling weight are possible due to the different specific weights and densities of the contents materials, whereby fluctuations of +/- 7% will remain unconsidered for price quotation. Higher deviations are re-calculated accordingly. For raw materials supplied by the client, a manufacturing loss of at least 5 % can be expected.

9.4. Negotiable character
MELASAN^® is not liable and gives no guarantee for the negotiable character regarding composition, dosage, label text, etc. of products produced, packaged or labelled by MELASAN^®.

9.5. Commercial patent rights
Concerning the production according to instructions by the client, the client guarantees that he is entitled to all patent -, utility model or other commercial patent rights. The client is obliged to indemnify any claims of any third parties concerning these rights towards MELASAN^®.

10. Area of jurisdiction/ Place of fulfilment:
For all obligations arising from contractual relations, the place of contract and delivery is 5301 Eugendorf, Nordstrasse 1.The area of jurisdiction for all legal disputes arising from or in connection with the present Terms and Conditions is exclusively the court Salzburg-City, under exclusion of every other area of jurisdiction. Solely Austrian law shall apply.
If one of the above stated regulations should become legally ineffective, the remaining regulations remain unaffected.

In case of any discrepancies between the language versions, the original German Terms and Conditions prevail.

These general trading conditions are available in the Internet under www.melasan.com. Further copies can be requested also directly from MELASAN^® Produktions- & Vertriebs.gmbH, Nordstrasse 1, A-5301 Eugendorf.