General Terms and Conditions of WellStar GmbH & Co. KG Dear Customer, Here is the "small print", just in case a problem arises and you should need it. Of course, we very much hope that you will remain a satisfied customer and recommend our products and services to many of your friends, so we will always try to take decisions that are in your best interests. 1. General 1. The following Terms and Conditions of Business shall apply exclusively for all contractual relations entered into between WellStar GmbH & Co. KG (hereinafter known as WellStar ) and its customer (hereinafter known as "Customer ), provided no deviating written agreements have been concluded by the parties. 2. Contractual terms stipulated by the Customer or a third party shall not be deemed to be part of the contract, even if WellStar does not oppose the terms. 2. Contract Conclusion, Rates 1. The offers made by WellStar are the equivalent of an offer to conclude a contract. All price specifications and offers made by WellStar in the catalogue, the price list, on its website or in any other disclosed information are non-binding. They only apply for as long as stocks last. 2. The listed prices are end prices, i.e. they already contain the statutory value added tax (VAT) and other price components. The Customer shall be responsible for covering all delivery costs. German VAT shall not be invoiced with deliveries outside of Germany. 3. WellStar shall inform the Customer when the order has been received. The contract only becomes legally effective when WellStar has accepted the order by delivering the goods or by sending notification that the goods have been dispatched or through a written acknowledgement of the order. The Customer s legal rights of revocation or contract cancellation shall remain unaffected by this. The contract will be stored by WellStar but is not accessible to the Customer. The contract will be concluded in German. 3. Delivery 1. Goods shall be delivered to the postal address/delivery address provided by the Customer, and exclusively to Germany, Austria, Switzerland, Denmark, Hungary, Poland, Rumania and Italy. For the time being, customers with delivery addresses in other countries cannot place any orders. Not is it possible for the customer to collect the goods himself. 2. Costs for delivery, packaging and insurance shall be charged separately to the Customer by WellStar. 3. WellStar shall inform the Customer immediately if there are any delays in delivery. In this case, the Customer is entitled to cancel the order. This right of cancellation will end as soon as WellStar informs the Customer that the goods are available again. Seite 1 von 5
4. Provided the contractual parties have not expressly agreed on a binding delivery date, the details concerning delivery dates shall not be binding. Deliveries outside of Germany can take up to 4 weeks or longer. 5. Labour disputes, official measures, raw material shortages, traffic obstructions, unusual circumstances, and the like, shall exempt Wellstar from the duty to deliver for the duration and to the extent of the disruption, regardless of whether these circumstances affected Wellstar directly or its subcontractors, unless WellStar is responsible for these circumstances. The Customer will be immediately notified about these circumstances and any counter-performance rendered shall be reimbursed without delay. 6. The place of performance for all services provided by WellStar is the WellStar headquarters. WellStar is also entitled to dispatch products from another place. 4. Terms of Payment, Retention of Title 1. Only after the full purchase price has been paid, will ownership of the goods pass over to the Customer. For the duration of title retention, the Customer shall be entitled to the ownership and contractual use of the object of purchase, as long as he has duly fulfilled his payment obligations. 2. Insofar as the Customer is not a consumer, the following provisions shall apply in addition to Para. 1.: The Customer is entitled to sell the goods in the ordinary course of business. If he disposes of goods that are subject to the retention of title, then he must relinquish any purchase price claims resulting from this, amounting to the invoice value, to WellStar now. On request, the assignment of claims must be openly disclosed. WellStar herewith accepts the assignment. 3. Insofar as nothing to the contrary has been agreed, WellStar shall only deliver goods against pre-payment. 4. For deliveries settled against invoice, the amounts shown are due and must be paid immediately and without deduction. Discounts will not be granted. 5. In the event of non-payment or withdrawal of a direct debit note, WellStar is entitled to pass on the ensuing fees - currently amounting to 6.00 - to the Customer. WellStar also reserves the right to assert any additional claims for damages arising from this. 5. Default Should the Customer falls into arrears with the payment of outstanding debts, then WellStar shall be entitled to charge the statutory default interest rate. The enforcement of higher default damages shall not be excluded from this. 6. Objections and Compensation 1. Objections to the invoice amount must be submitted in writing to WellStar within 14 days of receiving the invoice. Legal claims, which can also be asserted after this period of notice, shall remain unaffected. 2. The Customer may only offset claims from WellStar in the case of undisputed or legally established claims. The Customer may only enforce the right of retention if it is based on the same contractual relationship. Seite 2 von 5
7. Warranty Rights, Limitation of Liability 1. Warranty and liability are governed by the relevant statutory provisions, and 434ff of the German Civil Code (BGB) in particular, provided the following provisions do not state otherwise. 2. Objections regarding recognisably damaged packaging must be directed immediately to the delivery service upon receipt. 3. WellStar is liable for intent and gross negligence. WellStar shall only be held liable for ordinary negligence in case of breach of a material contractual obligation (cardinal obligation) as well as damages arising from injury to life, body or health. The exclusion of liability shall not apply to the guaranteed quality or durability of items. 4. With damages that have not arisen from injuries to life, body or health, liability for negligence shall be limited to damages typically occurring in this type of business. 5. The foregoing provisions also apply in favour of vicarious agents and WellStar s legal representatives. 6. WellStar provides no warranty for products or services, unless the term warranty has been explicitly labelled on it or WellStar explicitly assumes liability for a quality or the product s durability. Product descriptions do not constitute a warranty. 7. If the Customer enters into default of acceptance or breaches any other duties to cooperate, then he must compensate WellStar for any damages that have arisen from this. 8. The regulations of the Product Liability Act shall remain unaffected. 8. Data Protection 1. The Customer will be informed that his name, address and other data required to perform the contract will be stored. To the extent to which WellStar is required to contract a third party in order to provide services that serve the contractual purpose, WellStar is entitled to disclose the Customer's details to the third party. 2. In order to ensure the smooth execution of each order, the Customer is obliged to provide accurate information. The Customer must inform WellStar in the event of any changes to his details. 9. Revocation Instructions to the Consumer Right of Revocation If the Customer is a consumer, within the meaning of 13 of the German Civil Code (BGB), then he is entitled to revoke the contract in writing (e.g. by letter, fax or e-mail) within one month, without giving any reasons, or - if he is given the choice before the period of notice has expired - by returning the ordered item. The period of notice shall begin with the receipt of this instruction in written form, yet not before receipt of the goods (with repeat-deliveries of the same goods, not before receipt of the first partial delivery), with the provision of services, not before contract conclusion, and in all cases not before our information duties according to 312c Para. 2 BGB in conjunction with 1 Para. 1, 2 and 4 BGB-InfoV have been fulfilled, and also not before our duties pursuant to 312e Para. 1 Line 1 BGB in connection with 3 BGB-InfoV have been fulfilled. The timely dispatch of the revocation shall be deemed sufficient for compliance with the revocation term. The revocation should be directed to: WellStar GmbH & Co. KG Charlottenstr. 4 D-10969 Berlin Seite 3 von 5
Fax: 0049 (0) 30 47 37 28 11 E-mail: info@wellstar-international.de Consequences of Revocation In the event of an effective revocation, the performances received by both parties shall be returned, in addition to any benefits derived (e.g. interests). If the Customer is unable to return the performance in part or as a whole or if this is only possible in a deteriorated condition, then he must provide compensation for the value of the item. In the case of the item being surrendered, this only has validity in as far as the deterioration of the item exclusively results from its inspection, such as would be the case in a store, for example. The Customer can also avoid the duty to provide compensation for the value if he does not treat the item as if it were his property and desists from all actions which could impair its value. Transportable items are to be returned WellStar s risk. The Customer shall bear the costs for returning the item if its value does not exceed 40 euros or if the item is of a higher value but you have not provided a counter-performance or a contractually agreed part-payment at the time the order is revoked. The return of the item shall be free of cost in all other cases. Items that cannot be transported as packages shall be collected from the Customer. The Customer shall meet obligations to reimburse payments within a period of 30 days of having sent his revocation notice. For the Customer, the notice period shall begin with the dispatch of the revocation declaration or the item, and for WellStar, with its receipt. Special notes The right of revocation shall expire prematurely if the contract is completely fulfilled by both parties, at the customer s consent, before the customer was able to exercise his right of revocation. 10. Protection of minors 1. WellStar only seeks to enter into contractual relations with Customers who are 18 years and over. The Customer asserts that he is of age. He must see to it that the delivered goods are only received by he himself or by an adult person authorised to receive the goods. 2. The Customer releases WellStar from any claims of third parties arising from any breach of his duties as Customer, pursuant to Para.1. 11. Modifications, Applicable Law, Place of Performance and Court of Jurisdiction. 1. The contractual relations are governed exclusively by German Law, without prejudice to mandatory provisions for the protection of the consumer. 2. The application of the United National Convention on Contracts for the International Sale of Goods (CISG), the Uniform Law governing the International Sale of Movable Goods and the Uniform Law governing the Conclusion of International Sales Agreements for Movable Goods will be expressly excluded. 3. Should any of the provisions of these General Terms and Conditions become invalid or less effective, then the effectiveness of the remaining provisions shall remain unaffected. 4. Insofar as the Customer is a merchant, a legal entity under public law or a federal special fund under public law or has no court of jurisdiction in Germany, then the place of fulfilment shall be the WellStar headquarters. Seite 4 von 5
Final remark You can find further up-to-date information in the Internet under www.wellstarinternational.de. Don t hesitate to contact us if you have any questions regarding the General Terms and Conditions, our corporate guidelines or concerning our company and its services. You can contact us by e-mail at info@wellstar-international.de, by Fax at 00 49 (0) 30 4737 28 11 or by phone at 00 49 (0) 30-4737 28-0. We look forward to helping you. Wellstar GmbH & Co KG (Berlin Headquarters, AG Charlottenburg, HRA 34621) Management: Wellstar Beteiligungs GmbH (Berlin Headquarters, AG Charlottenburg, HRB 90176) Managing Directors: Christian Wiesner, Ali Jason Bazooband Company Address: Charlottenstraße 4, 10969 Berlin, Germany Phone: 00 49 (0) 30-47 37 28-0 Fax: 00 49 (0) 30 47 37 28-11 E-mail: info@wellstar-international.de Website: www.wellstar-company.com Status: August 2009 Seite 5 von 5