2. Acceptance.
CHI Medical (Ghana) has submitted these Terms and Conditions to the Counterparty prior to the entering into of the agreement or at least has handed over these Terms and Conditions to the Counterparty prior to the entering into of the agreement by referring the Counterparty to the website of CHI Medical (Ghana) and the back of its letterhead on which these Terms and Conditions are placed.

3. Applicability of Terms and Conditions Counterparty.
CHI Medical (Ghana) rejects the application of any terms and conditions of the Counterparty unless specifically accepted by CHI Medical (Ghana) in a written instrument which is signed by CHI Medical (Ghana).

4. Changes.
CHI Medical (Ghana) shall have the right, by giving written notice to the Counterparty, to make commercially reasonable changes in the quantities and the delivery schedule of the Products ordered on the basis of the agreement between the Counterparty and CHI Medical (Ghana).

5. Termination.
CHI Medical (Ghana) has the right to terminate the agreement or order – in the event it concerns a distribution relationship - thirty days before a delivery should take place. CHI Medical (Ghana) has the right to terminate the agreement immediately in the event of serious objections with regard to the Products and/or the Counterparty. In the event of a sequence of purchases – and therefore a distribution relationship – CHI Medical (Ghana) has the right to terminate its business relationship with the Counterparty without any ground taking into account a termination term of two months. The Counterparty will under the aforesaid circumstances not have a right to remuneration of the damage which results from the terminations.

6. Shelf life of Products.
The Counterparty shall not sell nor deliver any Products with a shelf life shorter than eighteen months unless a shorter period is specifically approved in writing by CHI Medical (Ghana).

7. Packaging of Products.
In the event CHI Medical (Ghana) is the purchaser the Counterparty will deliver the Products in their original packaging including all labels, stickers and other attachments which were added to the Products by the original manufacturer. Curaspect has the right to reject Products which packaging has been altered in whatever manner from the original packaging including packaging that bears evidence of removal of such alterations. In the event CHI Medical (Ghana) is the purchaser the Products will comply with the samples and scans which CHI Medical (Ghana) approved.

9. Payment.
In the event CHI Medical (Ghana) and the Counterparty/ purchaser agree that payment can be made after delivery to the Counterparty the purchase price – including all governmental levies due by a purchaser – must be paid to CHI Medical (Ghana) within the credit term agreed upon. In the event of non payment after 30 days after the delivery an interest rate of two percent per month shall apply. In the event CHI Medical (Ghana) is obliged to retain legal assistance in order to recover the purchase price all legal cost – including the actual cost for attorneys and alike – will be for the account of the Counterparty.

10. Ownership.
The ownership of the Products passes after the purchase price has been paid by the Counterparty in the event the Counterparty is a purchaser. In the event of such circumstances the risk of loss and/or other forms of damage will pass to the Counterparty/purchaser in accordance with the delivery made on the basis of the most recent Incoterms.

11. Disclaimers.
CHI Medical (Ghana) is not a manufacturer of the Products and therefore only agrees with the Counterparty/purchaser that it will deliver Products that are original Products of the manufacturer/ trademark owner. CHI Medical (Ghana) does not render any other guarantee in respect to the Products than those mentioned in these general conditions. The Products are therefore delivered “as such” and the Counterparty will amongst others not have any recourse on CHI Medical (Ghana) in the event the Products fail in any respect or violate any intellectual property rights of the manufacturer.

12. Limitation of liability.
Notwithstanding to what has been stated in these terms and conditions any possible liability of CHI Medical (Ghana) will under no circumstances be higher than the purchase price of the Products except in the event a default is due to gross misconduct by CHI Medical (Ghana). In the event it concerns a sequence of purchase agreements the maximum liability is determined by the purchase price of the specific order concerned.

13. Guarantees Counterparty.
The Counterparty/purchaser guarantees that he is acting in compliance with all applicable laws, rules and regulations as of the date of performance. The Counterparty/seller guarantees that the Products do not violate any laws in the territories in which the Products will be sold amongst which any intellectual property rights of third parties as well as all laws in the field of safety requirements unless the Counterparty has no reason to know where the

14. Excused performance.
CHI Medical (Ghana) will not be in breach of or default under the agreement on account of any cause beyond CHI Medical (Ghana)’s reasonable control or not occasioned by CHI Medical (Ghana)’s fault. CHI Medical (Ghana) can then extend its delivery obligations for at least six weeks. After these six weeks the Counterparty/purchaser has the right to terminate the agreement. The Counterparty/- purchaser will then not have a right to damages.

15. Confidentiality.
The existence of this business relationship and any other confidential information will be kept confidential by the Counterparty.

16. Territory indication.
In the event CHI Medical (Ghana) and the Counterparty/ seller agree that CHI Medical (Ghana) must sell the Products in a certain territory, CHI Medical (Ghana) has fulfilled its obligation towards the Counterpary/seller in the event CHI Medical (Ghana) instructs a purchaser in writing to sell the Products only for retail and/or wholesale purposes in the territory agreed upon. CHI Medical (Ghana) is not responsible for the commercial movements of the Products after it has released the Products to a purchaser.

17. Applicable law.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ghana. The les fori of any action arising out of this agreement shall be the Courts of the Republic of Ghana.

18. Assignment.
The Counterparty may not assign or sub-contract all or any part of its obligations and/or rights under this agreement to any third party without the consent of CHI Medical (Ghana).

19.Waiver.
Failure of CHI Medical (Ghana) at anytime to insist upon strict performance of any of the terms and conditions hereof by the Counterparty, its successors or assigns, shall not be deemed a waiver thereof or of any antecedent breach for failure to perform, nor shall it be deemed a waiver of any of the remedies that CHI Medical (Ghana) shall have.

20. Entire Agreement.
The agreement including these Terms and Conditions set forth the entire agreement between CHI Medical (Ghana) and the Counterparty. Any previous communications, representations or agreements, whether oral or written, between the parties hereto have lost their force. This agreement – including these Terms and Conditions – can only be amended by means of a written instrument that is signed by both parties.