Terms and Conditions of Sale

1. Interpretation – In these conditions, except where otherwise stated, ”the Buyer” means the
person with whom the company is contracting, ”the Company” means Neoss Ltd of Windsor
House, Cornwall Road, Harrogate, North Yorkshire, HG1 2PW (Co Reg 4120053), and “the Goods”
means the goods sold or to be sold by the Company to the Buyer.

2. Placing of orders and type of contract – All orders accepted by the Company are based
upon these conditions which shall supersede and be taken to override any terms or conditions
proposed or stipulated by the Buyer. Any changes, additions to, or cancellation of a contract
shall require the written confirmation of the Company.

3. Price – The price of the Goods shall unless expressly stated by the Company in writing be
the list price of the Company current at the date of delivery. In the case of an order for delivery
in instalments the price will be the list price of the Company at the date of despatch of the
relevant instalment. Unless expressly agreed by the Company in writing the price of the Goods
shall be exclusive of costs of packaging and delivery which must be paid at the same time as
payment for the Goods. Prices are also exclusive of value added tax which, where applicable, will
be separately charged at the appropriate rate. The Company reserves the right by written notice
given at any time before delivery to increase the price of Goods if, after the date of the contract,
there is an increase in the cost of the Goods to the Company by reason of any circumstances
outside the control of the Company including (without limitation) increases in the cost of materials,
labour or transport, exchange rate fluctuations, increase in import levies or other taxes. If the
price of the Goods is increased due to these conditions the Buyer may cancel the undelivered
balance of the contract by written notice to the Company served within 3 days of the receipt of
the Company’s notice hereunder. If the Buyer requests that the Goods are despatched by urgent
means, the Company may make an additional charge for expedited delivery.

4. Cancellation – Subject to clause 3, the Buyer may not cancel any contract to which these
conditions apply without the prior written consent of the Company which, if given, shall be
deemed to be on condition that Buyer shall fully and promptly indemnify the Company against
all loss, damage, costs, claims or actions arising out of such cancellation.

5. Returns – In the event that return Goods are received within 30 Days after delivery, the
Company will either issue a credit note which must be redeemed against further purchases
from the Company or exchange the Goods for suitable alternative products produced by
the Company. Goods returned between 31–90 days from the date of delivery may only be
exchanged for suitable alternative products produced by the Company. Goods will not be
accepted for credit or exchange after 90 days from the date of purchase. All returned Goods must
be in their original undamaged, unmarked and unopened package with all seals intact. Goods
may not be returned for credit if they, or their packaging is in any way defaced or damaged
or they have been removed from their packaging or undergone any sterilisation or disinfection
process. Individual item(s) from a designated kit cannot be returned. Previously exchanged
Goods cannot be returned. Shipping charges for any returns must be paid by the Buyer. Before
returning any Goods, the Buyer shall apply for return authorisation from the Company, requesting
a return number and instructions. No Goods may be returned without such authorisation. Please
call Customer Services and request a return number stating the Goods to be returned. All return
policy conditions must be met for the return to be processed. A returns number will be given to the
Buyer, which must be displayed on the package with the products to be returned. Send all return
Goods to the Company, unless otherwise notified. Credit for returned Goods will only be issued
upon the Company determining that the Goods are in an acceptable condition, the Company’s
decision being final regarding condition of returned Goods. Goods supplied according to the
Buyer specifications cannot be returned under any circumstances. Bone Graft Material products,
Collagen Membranes and NeoGen®
Tape, Foam & Plugs are not eligible for return. The
Company will return back to the Buyer any items which have been incorrectly returned that were
not eligible for return. The cost of this return will be charged to the Buyer.

6. Payment – Except as otherwise expressly stated, the Company shall invoice the Buyer on the
date of shipment of each order. Payment for Goods shall be made in full within 30 days of the
date of the invoice. In the event of default, the Buyer shall promptly reimburse the Company
for all costs and expenses, including reasonable professional fees, incurred by the Company
in collecting sums due hereunder. If any sums become overdue, the Company may cancel the
contract as regards any Goods which remain to be delivered thereafter. Without prejudice to any
of the Company’s other rights, the Company may at its discretion charge interest at 2 per cent
per month above the base rate of the Company’s bank from time to time on any sum not paid
on the due date, plus any accounting fee which reflects the cost to the Company of recovering
the sum overdue. Such interest shall run from day to day and accrue after as well as before any
judgement and shall be compounded monthly on the sum overdue until payment thereof. Where
Goods are to be supplied in instalments and payment therefore made by instalments, the failure
of the Buyer to make the instalment payment by the date due shall entitle the Company to treat
such a failure as a repudiation of the whole contract by the Buyer and to recover damages for
such breach of contract. The Buyer shall not be entitled to withhold payment in whole or in part
on the grounds that it has a claim, counterclaim or set-off against the Company.

7. Packaging, freight and insurance – Any delivery dates given by the Company are approximate
only. Time is not of the essence in this contract, except with respect to the Buyer’s obligations. The
Company will not be liable for any loss or expense incurred by the Buyer as a result of any delay
in delivery for any reason other than arbitrary refusal by Company to perform. The Company
reserves the right to make partial deliveries. Risk in the Goods shall pass to the Buyer on delivery
to the destination nominated by the Buyer. However, the legal and beneficial ownership of
the Goods shall remain with the Company until such time as the Buyer shall have paid to the
Company in cash or cleared funds the invoiced price for the Goods including any other costs as
provided for in these conditions. Until such time as the Property passes in the Goods the Buyer
shall store them on his premises separately from the Buyer’s own Goods or those of any other
person and in a manner which makes them readily identifiable as the Goods of the Company. At
any time prior to property in the Goods passing to the Buyer (whether or not any payment to the
Company is then overdue or the Buyer is otherwise in breach of any obligation to the Company)
the Company may (without prejudice to any other of its rights) retake possession of all or any part
of the Goods and enter any premises for that purpose (or authorise others to do so); or require
delivery up to it of all or any part of the Goods. The Buyer’s right to possession of the Goods shall
cease if he, being an individual, is declared bankrupt or if a company, is declared insolvent or
goes into liquidation (as defined in the Insolvency Act 1986) or has a receiver or administrative
receiver or administrator appointed or calls a meeting of its creditors or any execution or distress
is levied on Goods in its possession or anything occurs which is analogous to the foregoing in any
other jurisdiction.

8. Buyer’s Condition – All orders shall be accepted subject to the approval by the Company
of the Buyer’s financial condition. If the financial condition of the Buyer at any time becomes
unsatisfactory to the Company, or if the Buyer fails to make any payment when due, in addition
to any other rights the Company may have, the Company may defer or decline to make
any shipment or shipments hereunder or may condition any such shipment upon receipt of
satisfactory security or cash payments in advance.

9. Force Majeure – The Company shall not have any liability under or be deemed to be in breach
of these conditions for any delays or failures in performance which result from circumstances
beyond its reasonable control (a “Force Majeure Event”). The Company shall be entitled in the
event of a Force Majeure Event to either; withdraw from the contract if the Goods cannot be
provided or extend the delivery date by the duration of the disturbance.

10. Warranties
10(a): Goods at time of delivery – Subject to the following provisions the Company warrants that
the Goods will correspond with their specification at the time of delivery and will be free from
defects in material and workmanship.
The above warranty is given by the Company subject to the following conditions;
1. the Company shall be under no liability in respect of any defect in the Goods arising from any
drawing, design or specification supplied by the Customer;
2. the Company shall be under no liability in respect of any defect arising from fair wear
and tear, wilful damage, negligence, abnormal working conditions, failure to follow the
Company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods
without the Company’s approval;
3. the Company shall be under no liability under the above warranty (or any other warranty,
condition or guarantee) if the total price for the Goods has not been paid by the due date
for payment.
Subject as expressly provided in these conditions, and except where the Goods are sold to a
person dealing as a consumer within the UK (within the meaning of the Unfair Contract Terms Act
1977), all warranties, conditions or other terms implied by statute or common law are excluded to
the fullest extent permitted by law.
A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their
failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be
notified to the Company in writing within 14 days from the date of delivery or (where the defect
or failure was not apparent on reasonable inspection) within a reasonable time after discovery
of the defect or failure. If delivery is not refused, and the Buyer does not notify the Company
accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no
liability for such defect or failure, and the Buyer shall be bound to pay the price for the Goods as
if the Goods had been delivered in accordance with these conditions.
Where a valid claim in respect of any of the Goods which is based on a defect in the quality
or condition of the Goods or their failure to meet specification is notified to the Company in
accordance with these conditions, the Company may replace the Goods (or the part in question)
free of charge or, at the Company’s sole discretion, the Company may issue a credit note to
the Buyer for the price of the Goods (or a proportionate part of the price), in which cases the
Company shall, subject to the forgoing, have no further liability to the Buyer.
For the avoidance of doubt, the parties agree that the remedies under this section shall be
the full extent of the Company’s liability under these conditions except in respect of death or
personal injury caused by the Company’s negligence. (“a PI Claim”). The Company’s liability in
respect of a PI claim will not be limited and all other provisions of these conditions and any Orders
are subject to this statement. Subject thereto, the Company shall not be liable by reason of any
representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at
common law, or under the express terms of these conditions, for loss of profit or for any indirect,
special or consequential loss or damage, costs, expenses or other claims for compensation
whatsoever (whether caused by the negligence of the Company, its employees or agents or
otherwise) which arise out of or in connection with the supply of the Goods (including any delay in
supplying or any failure to supply the Goods in accordance with these conditions or at all) or their
use or resale by the Buyer, and the entire liability of the Company under or in connection with
these conditions shall not exceed the price of the Goods, in respect of which the claim applies
except as expressly provided in these conditions.
The Company gives no warranty and makes no representation that any sale or use by the Buyer
of the Goods will be free from infringement of any patent or other intellectual property right
owed or controlled by any third party and the Buyer will in this respect accept such title as the
Company may have.
10(b): Clinical Warranties (Neoss Implant System) – Submit details to Neoss using document
10423, including appendix 10421 (Contact your Neoss representative for copies of these forms).

11. Representations – All descriptions, representations, specifications, samples, colours, illustrations
and other particulars furnished or made orally by the Company, it’s employees or agents or in
catalogues, trade literature, price lists or other documents issued by the Company are given for
general information purposes only and the Buyer acknowledges that it is not entering into the
contract in reliance upon any such material.

12. Obligations of the Buyer – The Buyer shall provide all it’s patients with the necessary information
to enable them to assess any risks involved in using the Goods where such risks are not
immediately obvious and shall put in place measures to enable the Buyer to be informed of the
risks which the Goods might present and take appropriate action to avoid those risks. The Buyer
shall provide the Company with such information as it may require from time to time to enable
completion of a product tracking form in respect of the Goods used for each patient. The Buyer
shall a) not supply the Goods to any patient which the Buyer knows to be unsuitable for receipt of
the Goods, b) monitor the safety of the Goods and in particular pass on information concerning
the risks in the Goods and co-operate in the action taken by the Company to avoid those risks.

13. Prohibition of Product Resale or Transfer – The Buyer understands that products are regulated
medical devices and is therefore prohibited from reselling, transferring or exchanging the product
in any transaction for payment, barter or for free without the express permission of Neoss.
14. Instructions for use – The Company normally provides a single copy of the relevant Instructions
for Use even if multiple devices are supplied to a single Buyer and/or location. The Buyer may in
any case request further copies to be provided free of charge. The Instructions for use are also
available on


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