Terms

Standard Sales and DeliveryTerms Jemo-pharm

1. In the event of a conflict between these Standard Sales and Delivery Terms and the general business terms of either parties, these Standard Sales and Delivery Terms shall prevail.

2. In the event, however, of a conflict between these Standard Sales and Delivery Terms and any special conditions, delivery or payments terms set out in the Manufacturing and Supply Agreement, then such special conditions shall prevail

3. These conditions shall apply to all sales of products made by Jemo-pharm A/S (or its affiliates) to the Buyer under orders made in writing and signed by the Buyer, and accepted in writing by Jemo-pharm A/S. Changes to these orders are only effective if in writing singed by the Buyer and accepted in writing by Jemo-pharm

4. Jemo-pharm A/S shall use reasonable efforts to meet the delivery dates, having regard for its technical and planning abilities. Time for delivery, however, is not of the essence and Jemo-pharm A/S shall not be liable for any failure to meet any such delivery date.

5. Shipment will be at the Buyers costs and risk (sales ex. Works). It is the Buyers responsibility to take out an insurance policy covering any damages which might affect the delivered products or third parties after delivery to the carrier

6. Any claim shall have to be received by Jemo-pharm A/S, within seven working days of the day the products are received.

7. In no event is Jemo-pharm A/S responsible for operational loss, loss of profit or similar indirect loss.

8. Any claim on grounds of latent defects must be raised within three months after the delivery date.

9. Jemo-pharm A/S is liable for professional property damage if the damage is proven to have been caused by the error of negligence of Jemo-pharm A/S.

10. All products shipped and invoiced shall be payable to Jemo-pharm A/S, Hasselvej 1, 4780 Stege, Denmark. Invoices shall be paid as stated in the invoice. Time for payment is of the essence hereunder. Payment shall be made in the currency shown on the invoice.

11. The title to the products to be delivered by Jemo-pharm A/S, to the buyer hereunder will remain vested in Jemo-pharm A/S until all amounts due pursuant to any purchase orders by the Buyer have been paid in full, including any charges and interests which may have accrued.

12. The Buyer must retain the products in a good condition until they are fully paid for.

13. In case of non payment of any amounts as and when it falls due by the Buyer, Jemo-pharm A/S may by registered letter terminate the sale end /or demand the immediate return of the products sold at the expense and risk of the Buyer.

14. Should the Buyer fail to meet any payment date of any invoice, the other invoices shall immediate fall due, even if they were subject to bills of exchange. The Buyer shall, without any requirement of notice, owe interest on any overdue amount, which shall be calculated at a rate equal to the basic rate of Jyske Bank increased by two points per month or fraction of a month from the date payment becomes due until the ate of payment.

15. These Standard Sales and Delivery Agreement shall be governed by and constructed by Danish Law and shall be subject to the exclusive jurisdiction of the courts of Denmark.