General terms and conditions of business - Phalomed Manufacturing Ltd.

- as of August 2009

1  Applicability

The following Terms and Conditions of Business shall be exclusively applicable.Unless expressly agreed to by Phalomed Manufacturing Ltd., any terms and conditions by another contracting party which deviate from our own shall not be recognized. Deviations shall only be valid if they have been expressly acknowledged by Phalomed Manufacturing Ltd. The General Terms and Conditions of Phalomed Manufacturing Ltd. shall also apply to all future business with the respective contracting party.

2  Purchase price

The purchase price shall be calculated on the basis of the adjoining price list (incl. packing and shipping). The due date of the purchase price shall likewise be specified according to the current price list. Insofar as payment terms which deviate from the price list are agreed upon, these must be confirmed in writing by Phalomed Manufacturing Ltd.

3  Delivery

The merchandise shall be delivered to the business or private address of the customer pursuant to the particulars provided by the latter. The price risk shall pass from Phalomed Manufacturing Ltd. to the customer once the merchandise has been transferred to the shipping agent.

4  Warranty

The acceptance of the delivered merchandise shall be subject to examination for correctness and suitability. The customer shall be obliged to examine the delivered merchandise within a reasonable time for obvious discrepancies in quality and quantity. Notification of defects is deemed to have been given within a reasonable period if  it is received by Phalomed Manufacturing Ltd. within 10 working days of delivery to the customer.

In the event of a warranty claim Phalomed Manufacturing Ltd. shall be entitled to either repair or replace the merchandise at its discretion. Phalomed Manufacturing Ltd. shall bear the full cost of repair or replacement. In the event of replacement, parts to be replaced must be returned to Phalomed Manufacturing Ltd. If a part to be replaced is not returned within 14 days of notification of shipping advice to Phalomed Manufacturing Ltd., the customer's right of warranty for the defective parts shall be nullified retroactively and the replacement delivery will be treated as a normal delivery.

Phalomed Manufacturing Ltd. provides no warranty for defects and the consequences thereof due to incorrect use of the merchandise, in particular if the method of use is contrary to the manufacturer’s specifications.

No product liability shall be accepted by Phalomed Manufacturing Ltd., particularly claims for damages by a customer due to incorrect use of the merchandise by a customer or contrary to the manufacturer’s specifications. The merchandise is used at the customer’s risk. Phalomed Manufacturing Ltd. shall provide the name of the supplier within one month of notification by the aggrieved party.  Phalomed Manufacturing Ltd. shall only be liable for deliberate acts and gross negligence.

5  Miscellaneous

The place of jurisdiction for registered tradesmen for all disputes arising from this contract shall be the domicile of Phalomed Manufacturing Ltd. However, the parties shall reserve the right to bring the case before another court of jurisdiction.

Customer may only offset amounts against claims which are undisputed and have been determined by court decision. Amendments or additional agreements must be in writing.

The laws and regulations of the State of Malta shall apply to the legal relationship between the contracting parties.

6  Severability

Should any clause of these Terms and Conditions of Business or contract be or become invalid, this shall not affect the validity of the remainder of the clauses. In this case the parties shall replace the invalid clause with another clause which closely reflects the economic purpose of the original.