Standard Terms and Conditions Regarding Export Sales

1. Recitals

Save as otherwise stipulated by express agreement between the parties, the present Standard Terms and Conditions Regarding Export Sales shall apply to the exclusion of any other terms and conditions. Any offer, order acknowledgement, order acceptance, and/or or sale of any product hereof shall be governed by the present Standard Terms. Application of any different terms put forward by the customer shall be excluded, except insofar as expressly accepted in writing by Didactum® Limited Deutschland. The present Standard Terms shall govern any future sale contract between the customer and Didactum® Limited Deutschland to the exclusion of any other terms and conditions for which any bid is accepted or is purported to be accepted or for which any such order is placed or purported to be placed by the customer. Any error or omission of any kind in any promotional literature, price quote, price list, bid acceptance, invoice or other document or information made available by Didactum® Limited Deutschland shall be subject to correction, for which Didactum® Limited Deutschland shall incur no liability. The terms and conditions hereof shall apply to Standard Terms and Conditions that are used in a contract with a vendor for business purposes only.

2. Orders

In order for an order submitted by the customer to be deemed to have been accepted by Didactum® Limited Deutschland, Didactum® Limited Deutschland or Didactum® Limited Deutschland’s agent must confirm said order in writing within 21 days following submission. The quantity, quality, and description of, and any specification in respect to, any product shall be those specified in the Didactum® Limited Deutschland’s proposal (insofar as accepted by the customer), or alternatively in the customer’s order (insofar as accepted by Didactum® Limited Deutschland). Any disclosure of the contents of such specifications, promotional material or the like to any third party shall be prohibited. The customer shall assume responsibility for ensuring that the terms of any order submitted by the customer are accurate, and for providing Didactum® Limited Deutschland any product related information sufficiently in advance to enable Didactum® Limited Deutschland to perform the contract in accordance with its terms. If the products are to be manufactured or if Didactum® Limited Deutschland intends to use any process for the products in accordance with any specification mandated by the customer, the customer shall hold Didactum® Limited Deutschland harmless against any loss, damage, costs, or expenses awarded against or incurred by Didactum® Limited Deutschland in connection with or paid or agreed to be paid by Didactum® Limited Deutschland in settlement of any claim concerning infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other party resulting from the Didactum® Limited Deutschland’s use of the customer’s specification. Didactum® Limited Deutschland shall be entitled to effect any change in the specification of the products that is necessary in order to comply with any applicable statute or regulation. If the products are to be provided in accordance with the Didactum® Limited Deutschland’s specification, Didactum® Limited Deutschland shall be entitled to make any such change insofar as it does not materially affect the quality or performance of the products.

3. Price

The price of the products shall be the Didactum® Limited Deutschland’s quoted price. If no price has been quoted, the price shall be the price listed in the Didactum® Limited Deutschland’s published price list that is current as at the date of acceptance of the order. Insofar as the products are supplied for export from Germany, Didactum® Limited Deutschland’s published export price list shall apply. Didactum® Limited Deutschland may – by giving the customer notice at any time prior to delivery – increase the price of the products in a manner that reflects any increase in the cost to Didactum® Limited Deutschland that is attributable to any factor beyond Didactum® Limited Deutschland’s control (such as foreign exchange fluctuation, currency regulation, changes in customs duties, any substantial increase in the costs of materials or any other manufacturing cost), or any change in delivery dates. Insofar as not otherwise stipulated in any quotation, or any Didactum® Limited Deutschland price list, and unless otherwise agreed in writing between Didactum® Limited Deutschland and customer, all prices indicated by Didactum® Limited Deutschland shall be on an ex works basis. Insofar as Didactum® Limited Deutschland agrees to deliver the products at a location other than Didactum® Limited Deutschland’s premises, the customer shall indemnify Didactum® Limited Deutschland for any shipping, packaging or insurance charges incurred by the Didactum® Limited Deutschland. The prices shall be exclusive of any applicable sales tax, which the customer shall be additionally liable to pay to Didactum® Limited Deutschland.

4. Terms of payment

The customer shall pay the price of the products within 30 days of the date of issuance of the Didactum® Limited Deutschland’s invoice. Payment shall be effected by interbank payment transaction. Any payment via check or bill of exchange shall be excluded. The parties may have occasion to covenant that the customer shall submit a letter of credit issued by the customer’s bank (or any bank acceptable to Didactum® Limited Deutschland). In such a case, it is assumed that any letter of credit will be issued in accordance with the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500.

Insofar as the customer fails to effect any payment on the contractual due date, Didactum® Limited Deutschland may proceed as follows in his discretion and without prejudice to any other right or remedy available:

* terminate the contract without effecting any further deliveries to the customer; or
* charge the customer interest on the unpaid amount at the rate of 5 percent per annum above the then-valid European Central Bank rate, until such time as the customer effects payment in full. The customer shall be entitled to substantiate that the delay in effecting payment gave rise to little or no damage.

5. Delivery

Delivery of the products shall be effected by the customer collecting the products at Didactum® Limited Deutschland’s premises at any time after Didactum® Limited Deutschland has notified the customer that the products are ready for collection. Alternatively, Didactum® Limited Deutschland may deliver the products to a different location, insofar as the Didactum® Limited Deutschland agrees to delivery to such location. Insofar as Didactum® Limited Deutschland is to effect delivery of the products in bulk, Didactum® Limited Deutschland shall be entitled to deliver up to 3 percent more or 3 percent less than the quantity ordered, without any price adjustment. In such a case, the quantity delivered shall be considered to be the quantity that was ordered.Insofar as the contract stipulates a fixed delivery time and Didactum® Limited Deutschland fails to deliver within such time or any extension thereof that may be granted, the customer shall be entitled, on giving notice in writing to Didactum® Limited Deutschland within a reasonable time, to claim a reduction of 3 percent per week of the price due under the terms and conditions of the contract. Application of the foregoing shall be excluded insofar as it can be reasonably concluded from the circumstances of the particular case that the customer has not suffered any loss. Application of this limit shall be excluded if it was necessary to settle the business on a fixed date, or if Didactum® Limited Deutschland or Didactum® Limited Deutschland`s agent or representative caused the delay negligently or intentionally, or if any further breach of any essential contractual obligation occurs. Insofar as, for any reason whatsoever, Didactum® Limited Deutschland fails to effect delivery within the fixed delivery time, the customer shall be entitled to require Didactum® Limited Deutschland, via a written notification, to set a deadline following expiration of which the customer shall be entitled to terminate the contract. The customer shall furthermore be entitled to recover from Didactum® Limited Deutschland any loss incurred by the customer on account of any failure of Didactum® Limited Deutschland to fulfill the contract. In such a case, the customer may claim damages only insofar as Didactum® Limited Deutschland or any Didactum® Limited Deutschland representative intentionally or negligently fails to perform the contract. Nevertheless, Didactum® Limited Deutschland shall be held responsible for any failure on Didactum® Limited Deutschland’s part to fulfill any further essential contractual conditions. Insofar as the customer fails to accept delivery on the due date, the customer shall nonetheless effect any payment conditional on delivery as if the products had actually been delivered. Didactum® Limited Deutschland shall make arrangements for storage of the products, whereby such storage shall be realized at the risk and cost of the customer. Insofar as stipulated by the customer, Didactum® Limited Deutschland shall insure the products, whereby the customer shall assume the cost and expense of said insurance.

6. Transfer of risk

Risk of damage or loss in respect to the products shall pass to the customer as follows:

* insofar as the products are to be delivered at a location other than Didactum® Limited Deutschland’s premises: said risk shall pass at the time of delivery; or insofar as the customer wrongfully fails to accept delivery of the products: said risk shall pass at the time at which Didactum® Limited Deutschland indicates to the customer that the products are ready for delivery.
* in the case of products that are to be delivered at Didactum® Limited Deutschland’s premises (ex works, Incoterms 2000): at the time when Didactum® Limited Deutschland notifies the customer that the products are available for collection.

7. Retention of title

Notwithstanding delivery and the passing of risk in respect to the products, or any other provision hereof, title to the products shall pass to the customer only insofar as Didactum® Limited Deutschland has received payment in full of the price of the products as well as all other products that the Didactum® Limited Deutschland has agreed to sell to the customer for which payment is due at that time. Didactum® Limited Deutschland shall be entitled, without restriction, to retake possession of, sell, or otherwise deal with or dispose of all or any part of the products whose title is still vested in Didactum® Limited Deutschland. Until such time as title to the products passes to the customer, the customer shall hold the products as Didactum® Limited Deutschland’s fiduciary, and shall keep the products stored, protected, and insured in a proper manner. Until that time, the customer shall be entitled to resell or use the products for ordinary business operations. In such a case, the customer shall (a) account to Didactum® Limited Deutschland for the proceeds of any sale that is effected or any other disposition of the products, including any insurance proceeds; and (b) keep all such proceeds separate from any proceeds or property attributable to the customer or any third party. Insofar as the customer processes or reshapes the products using products to which Didactum® Limited Deutschland does not hold title, Didactum® Limited Deutschland shall become co-owner of the products. The foregoing shall also apply in the event Didactum® Limited Deutschland’s products are completely reshaped and integrated with other products. Insofar as any third party takes steps to pledge or otherwise dispose of the products, Didactum® Limited Deutschland shall immediately notify the customer so as to enable the customer to seek a court injunction in accordance with Article 771 of the German Code of Civil Procedure. Insofar as the customer fails to take such action in good time, the customer shall be held liable for any damage or loss attributable to such failure. On demand of the customer, Didactum® Limited Deutschland shall release any part of the collateral insofar as the value of the collateral held in favor of Didactum® Limited Deutschland exceeds the value of the claims being secured. Didactum® Limited Deutschland shall be entitled, in his discretion, to release those parts of the collateral that are suitable for Didactum® Limited Deutschland.

8. Warranties; exclusion clauses

The customer shall inspect the products as required by Articles 377 and 378 of the German Commercial Code, and in so doing shall check every aspect of every consignment that is delivered. Didactum® Limited Deutschland hereby warrants that all items delivered under the terms of this agreement shall be free from defects in material and workmanship, shall comply with all applicable specification, and, insofar as detailed designs have not been supplied by the customer, shall be free of any design defects and shall be suitable for the purposes intended by the customer. Unless otherwise agreed, Didactum® Limited Deutschland shall be held harmless against any liability for the products being suitable for any specific purpose for which the customer intends to use said products. Didactum® Limited Deutschland grants such warranty subject to the following conditions:

*Didactum® Limited Deutschland shall not be liable in respect to any defect in the products arising from any design or specification supplied by the customer;
* Didactum® Limited Deutschland shall not be liable under the warranty insofar as the total price of the products has not been paid as at the payment due date;
* the above warranty shall not cover parts, materials, or equipment manufactured by or on behalf of the customer except insofar as the manufacturer grants such warranty to Didactum® Limited Deutschland.

The present warranty shall not cover any defect in or damage incurred by the products that are attributable to improper installation or maintenance, misuse, neglect, or any factor or circumstance other than ordinary commercial use. Any discharge from liability shall be void insofar as any defect is attributable to any negligent or intentional breach of contract on the part of Didactum® Limited Deutschland. The foregoing shall also apply insofar as any breach of any further essential contractual obligation is attributable to Didactum® Limited Deutschland. Any claim lodged by the customer that is based on any defect in the quality or condition of the products or their failure to comply with any applicable specifications shall be reported to Didactum® Limited Deutschland within six months following the date of delivery. The customer shall be entitled to demand delivery of any replacement products, or to demand repair or a reduction of the purchase price pursuant to the terms of each individual contract of sale. Insofar as any valid claim in respect of any products that is based on any defect in the quality or condition of the products or the failure thereof to comply with the applicable specifications is lodged with Didactum® Limited Deutschland in accordance with the present terms and conditions, Didactum® Limited Deutschland shall be entitled, in Didactum® Limited Deutschland’s sole discretion, to either replace the products free of charge or repair the products. Insofar as Didactum® Limited Deutschland is neither willing nor able to repair or replace the products, the customer shall be entitled, in the customer’s sole discretion, to lodge a claim for a reduction of the purchase price, or to terminate the contract.

9. Miscellaneous clauses

Didactum® Limited Deutschland shall be entitled to optimize or modify any of the products without prior notice, insofar as such optimization or modification has no impact on the form and function of the product affected. The present agreement supercedes and invalidates all other covenants and warranties resulting from or in connection with the subject matter hereof that may have been made by the parties either orally or in writing prior to the date hereof; whereby any such covenant or warranty shall become null and void as from the date upon which the agreement is signed. Any assignment or transfer of this agreement by either party without the express written authorization of the other party shall be prohibited. Each party shall assume all of its legal, accounting or other costs and expenses incurred in performing its obligations under the present agreement.

10. Choice of law; place of jurisdiction

This agreement shall be governed by and construed in accordance with German law, whereby each party agrees to submit to the jurisdiction of the courts that have jurisdiction over Didactum® Limited Deutschland. Didactum® Limited Deutschland shall be entitled to bring a claim before any court at the customer’s principal place of business, or in the Didactum® Limited Deutschland’s discretion, before any other court that is competent in accordance with any national or international law.