IVF BIOSCIENCE TERMS AND CONDITIONS OF SALE

1. Scope and Application

1.1 These general terms and conditions of sale shall apply to all sales and deliveries of products (the “Products”) sold to the buyer (the “Buyer”) by IVF Bioscience (“IVF Bioscience”) under any trade name applied by IVF Bioscience. These general terms and conditions of sale together with the order and the order confirmation are jointly referred to as the “Terms and Conditions”. These Terms and Conditions supersede all prior and written representations, warranties, communications and agreements regarding the Products between the parties. Any conditions contrary to the content of these Terms and Conditions e.g. purchase terms or other terms attached to or referred to in the Buyer’s order, shall only be applicable if such conditions have been approved in writing in the order confirmation by an authorized signatory of IVF Bioscience. In the event of nonconformity between the order document and this terms and conditions of sales document then the wording in the order confirmation shall take precedence.

1.2 IVF Bioscience reserves the right to change and amend these terms and conditions of sales at any time.

2. Order and Delivery

2.1 Placing and acceptance of order

2.1.1 The Products shall be ordered and delivered in accordance with IVF Bioscience’s applicable order and delivery procedures.

2.1.2 All orders are subject to acceptance by IVF Bioscience, and shall not be binding until so accepted in writing by order confirmation. No changes or cancellations may be made by the Buyer after an order has been accepted by IVF Bioscience without IVF Bioscience’s written confirmation.

2.1.3 It is the Buyer’s responsibility to immediately review the order confirmation and revert with comments or objections if any.

2.2 General terms for delivery

2.2.1 Estimated shipping date for the order will be confirmed in the order confirmation.

2.2.2 In the event that part of an order cannot be delivered at the same time as the rest of the order, IVF Bioscience shall give the Buyer an estimated shipping date for such back order.

2.2.3 Unless otherwise agreed in writing delivery shall be “Delivered At Place” (DAP). Refer to Incoterms 2010.

2.2.4 The Buyer is responsible for informing IVF Bioscience of any changes within the company that could affect deliveries and its effect to the Buyer, within five (5) working days from the date of the occurred change or circumstance.

2.2.5 IVF Bioscience shall not be liable for any failure or delay in the fulfilment of any order due to events beyond its reasonable control, including but not limited to, Buyer’s instructions or lack of instructions, or the Buyer’s misleading information.

2.3 Retention of Title

2.3.1 The ownership of the Products shall remain with IVF Bioscience until payment in full has been made by the Buyer. IVF Bioscience is entitled to recover the Products in the event the Buyer does not timely effect full payment for the Products.

2.4 Damage and shortage in delivered order

2.4.1 Upon delivery of the Products, the Buyer shall immediately inspect the Products in order to determine whether or not the Products are in conformity with the order confirmation and if the Products have been damaged during transportation. In the event of shortage or that any portion of the Products delivered fail to conform with the order confirmation or have been damaged during such part of the transportation where IVF Bioscience has assumed risk for the Products pursuant to the above delivery terms, the Buyer may reject the same by giving notice to IVF Bioscience, together with a specification of the non-conformity or damage, immediately at the time of delivery. The report can be made by e-mail to: orders@ivfbioscience.com. Shortages should be noted at time of delivery on the carrier’s receipt and communicated immediately to IVF Bioscience, and in no case later than three (3) working days after the receipt of the delivery. IVF Bioscience does not assume any liability for complaints for nonconformity, damage or shortage in the delivery made later than specified above.

2.4.2 The Buyer has the responsibility to store the Products under quarantine during ongoing non-conformity investigation. Product must be stored in accordance to specification.

2.4.3 If a Product is damaged during transportation due to IVF Bioscience´s failure, a replacement Product will be sent free of charge.

2.5 Repentance

2.5.1 The Buyer has no right to return Products in case of wrong order from the Buyer and IVF Bioscience is not obligated to accept returns or compensate for costs associated with such delivery. All returns must be accompanied by a valid Return Number from IVF Bioscience. IVF Bioscience accepts no responsibility for Products returned without prior authorization. All Products must be returned in sellable condition.

3. Warranty and Conformity of Products

3.1 IVF Bioscience warrants exclusively to the Buyer that Products sold hereunder will be free from defects in material and workmanship during the normal lifetime or to and inclusive of the last day of consumption stated on the packaging of the relevant Product, under normal use, if used in accordance with its labelling and intended use, according to product inserts or other documents accompanying the Product. Save as expressly stated in the foregoing sentence, IVF Bioscience makes no other representations or warranties, whether express or implied, with respect to the Products or otherwise and without prejudice to the generality of the foregoing IVF Bioscience expressly disclaims any implied warranty of merchantability or fitness for a particular purpose, or infringement of third party intellectual property rights.

3.2 Non-conformity of Products

3.2.1 IVF Bioscience shall, without charge and at its sole discretion, repair or replace Products manufactured and sold by IVF Bioscience which are found to be defective or non-conforming with the specification, subject to the following conditions: (i) The Buyer notifying IVF Bioscience in accordance with clause 2.4; and (ii) the defect being due to faulty function, materials or workmanship attributable to IVF Bioscience; and (iii) the Buyer has followed the requirements in IVF Bioscience´s product specification and instruction (intended use) or any other document accompanying the Products. (iv) The Buyer has the responsibility to store the Products under quarantine during ongoing non-conformity investigation. Products must be stored in accordance to specification. This section 3.2.1 constitutes IVF Bioscience’s sole obligation and the Buyer’s exclusive remedy for any breach of the warranty. IVF Bioscience has the right to inspect any Product claimed by the Buyer to be defective.

3.2.2 Products may only be returned based on a complaint made in writing by the Buyer. If the Product is found not to be defective, IVF Bioscience is not responsible for replacement.

3.2.3 The buyer will reply in a timely manner to any questions asked by IVF Bioscience in writing, regarding the circumstances leading up to a complaint being made.

3.2.4 If the Buyer returns a Product without first filing a complaint in writing and/or the Product is returned without prior consent from IVF Bioscience the Product shall thereupon become the property of IVF Bioscience. All returns must be accompanied by a valid Return Number from IVF Bioscience. IVF Bioscience accepts no responsibility for Products returned without prior authorization.

3.2.5 IVF Bioscience’s liability shall in no case cover defects due to circumstances arising after the risk for the Products has passed to the Buyer such as, but not limited to, defects due to normal wear and tear or deterioration. Furthermore, IVF Bioscience is not liable for any defect caused by the Buyer or a third party or that is caused by, including but not limited to, improper use, handling, external causes such as accidents or caused as a result of the Buyer’s or a third party’s failure to comply with the instructions or requirements issued by IVF Bioscience.

3.2.6 In the event that the Buyer or any of its employees or agents have modified the Products in any way without the prior written consent from IVF Bioscience, the warranty and all rights and obligations indicated in this paragraph 3 become null and void.

4. Price and Payment

4.1 Unless otherwise agreed in writing, the price quoted does not include VAT, sales tax, import tax, excise, or other taxes. All such taxes will be added as separate items to the invoices and paid by the Buyer. IVF Bioscience reserves the right to add such taxes if appropriate exemption certificates are not on file at IVF Bioscience Headquarters. IVF Bioscience reserves the right to charge the Buyer for back taxes if an exemption was improperly used. Whether or not such taxes appear on the invoice, the Buyer is responsible for payment of all taxes imposed on the sale of the Products.

4.2 IVF Bioscience will also charge the Buyer, when applicable, for documentation costs (e.g. Notary Public) and external payment costs (e.g. Letter of Credit, L/C) or other service.

4.3 Orders will be invoiced upon order shipment and payment shall be made immediately prior to dispatch of goods unless alternative payment terms have been agreed.

4.4 IVF Bioscience may demand prepayment for an order. In the event IVF Bioscience demands prepayment, payment must be made to IVF Bioscience’s bank account ten (10) working days after the Buyer´s receipt of the order confirmation. If IVF Bioscience has not received the prepayment on day 15 from the Buyer’s receipt of order confirmation, IVF Bioscience reserves the right to cancel the Buyer´s order. Shipment from IVF Bioscience will be made within three (3) working days after prepayment is received by IVF Bioscience.

4.5 If the Buyer does not affect payment when it falls due IVF Bioscience reserves the right to charge for costs such as reminders and collection of late payments. IVF Bioscience is furthermore entitled to interest at the rate of eight (8 %) per cent per month from the due date of the relevant invoice until full payment has been made.

5. Liability

5.1 Notwithstanding anything in any order, purchase order or document to the contrary, IVF Bioscience will not, to the maximum extent permitted by law, in any cases, whether as a result of breach of contract, breach of warranty, tort or otherwise, be liable to the Buyer or any third party for indirect, consequential, incidental, special or exemplary damages, including, but not limited to loss of profits or revenues, loss of use or damage to any associated equipment, cost of capital, cost of substitute products, facilities, downtime costs or claims of Buyer’s customers.

5.2 IVF Bioscience’s liability on any claim of any kind for any loss or damage arising out of, resulting from, or concerning any aspect of these Terms and Conditions or from the Products furnished hereunder shall not exceed the price of the specific Products delivered pursuant to these Terms and Conditions which gives rise to the claim.

5.3 Indemnification

5.3.1 The Buyer shall indemnify, defend, hold harmless and reimburse IVF Bioscience and its shareholders, officers, directors, employees, agents, representatives, successors and assigns for and against any loss, liability, claim, interest, cost, penalty, expense and damage of any kind (including, but not limited to, reasonable attorneys’ fees) claimed by any third party for personal injury, including death, arising from or in connection with the Buyer’s negligence or intentional conduct of the Buyer, its agents, employees, affiliates or other representatives in any way relating to these Terms and Conditions or the Products sold hereunder.

5.4 Product Liability

5.4.1 IVF Bioscience shall not have any obligations to the Buyer or any third party for damage caused by the Product unless otherwise provided by UK mandatory product safety or UK liability legislation. IVF Bioscience’s liability under this section is, irrespective of the type, reason and scope of the defect, deficiency or damage, limited to ten thousand (10,000) USD.

6. Intellectual Property

6.1 These Terms and Conditions or any supplementary documents hereto shall in no way be construed as a transfer of any intellectual property right from IVF Bioscience to the Buyer in relation to the Products.

6.2 IVF Bioscience disclaims any and all written or verbal, explicit or implied warranties on intellectual property infringements with respect to the use of the Products.

6.3 All logos, trademarks or product names set out on the Products and any design of the Products constitutes IVF Bioscience’s protected intellectual property. Use, reproduction or representation (in whole or in part) of these logos, trademarks, product names or the Products themselves regardless of in what form it occurs, is prohibited unless such use is approved in writing in advance by IVF Bioscience. The Buyer undertakes not to remove or alter IVF Bioscience’s labelling of the Products.

7. Force Majeure

7.1 If the performance of an undertaking of the parties according to these Terms and Conditions is prevented or affected due to circumstances beyond the control of the prevented party, such as changes in legislation, labour disputes, mobilisation or military call-up, government regulations, massive power failure, or failure or delay in deliveries from subcontractors due to circumstances that are specified here, this shall constitute a ground for relief of obligations and exemption from sanctions provided that the party that is unable to fulfil its obligations immediately notifies the other party thereof. If the fulfilment of these Terms and Conditions is prevented more than three (3) months, either party may terminate the order for the affected goods.

8. Miscellaneous

8.1 If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions, or any portion thereof, to be invalid, null or unenforceable, that provision or portion shall be enforced to the maximum extent permissible so as to maintain the original intent of the parties, and the remainder of these Terms and Conditions shall continue in full force and effect.

8.2 The parties shall at all times act as independent contractors and nothing contained in these Terms and Conditions shall, unless explicitly stated in a written contract, be construed or implied as creating a partnership, agency or similar relationship.

9. Governing Law and Dispute Resolution

9.1 These Terms and Conditions shall be governed and constructed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

9.2 In cases where these Terms and Conditions have been translated to another language, the English version shall prevail in case of dispute.