General terms and conditions of sale and delivery of Fem*Star Filed with the Chamber of Commerce in Utrecht, the Netherlands, on 15/10/2007 under number 30231022

1. Validity and announcement
a. These terms and conditions apply to all agreements, sales, deliveries and other performances concluded and delivered by Fem*Star ("seller").
b. Once a buyer has purchased subject to these terms and conditions, the buyer is deemed to have tacitly agreed to the applicability of these terms and conditions with regard to any orders subsequently given by him verbally, in writing, by telephone or otherwise, regardless of whether such order was confirmed in writing.
c. With due observance of the previous paragraph, the seller's terms and conditions referred to here prevail over any general terms and conditions applied by the buyer.

2. Quotations
All quotations and offers are without obligation, unless they include a term for acceptance. Offers or agreements from representatives only bind the seller if they are confirmed in writing by the seller.
If a quotation contains a proposal without obligation and it is accepted, the seller is entitled to revoke the proposal within 5 days of receiving the confirmation.

3. Agreements
a. Security
Prior to delivering or continuing to deliver or comply, the seller is at all times entitled, at its discretion, to demand sufficient security for fulfilment of the buyer's payment obligations.
b. Price changes
All offered and agreed prices are based on the rates, wages, costs of social measures and/or laws, freight prices and exchange rates that apply at the time of the offer or conclusion of the agreement. If one or more of these factors change, the offered or agreed prices are changed accordingly. The seller will notify the buyer accordingly. If the price rise is more than 10% (ten percent), the buyer is entitled to dissolve the agreement within 7 days of the price rise being announced, unless this would be unreasonably with a view to the circumstances. Dissolution by virtue of this article does not constitute a right to compensation of any damage or losses.
c. Any consular costs and other costs in relation with preparing consular invoices, certificates of origin, etc. are payable by the buyer.
d. The prices set by the seller apply to deliveries of 500 units and more free domicile/warehouse in the Netherlands, unless agreed otherwise (in writing).

4. All intellectual property rights
All intellectual property rights established on the products are vested in the seller. The buyer is not entitled to make any changes and/or modifications to the products without the prior written approval from the seller. Neither is the buyer entitled to issue licences and/or other rights relating to the products to third parties.

5. Payments and retention of title
a. Each purchase agreement is concluded on the general condition: payment within 21 days.
b. Different payment arrangements apply only if they have been agreed in writing. If the buyer fails to pay the invoice within the agreed term, the buyer is in default and, by operation of law and without any notice of default being required, must pay 1.5% (one and a half percent) interest per month or part thereof on the outstanding amount, payable until the day on which full payment is made.
c. If the seller engages a third party to collect the money in the event of late payment, the buyer will be obliged to pay the extrajudicial collection costs in full. These costs amount to at least 15% (fifteen percent) of the claim, subject to a minimum of € 500, on the understanding that if the actual costs are higher, the buyer pays all the costs incurred by the seller.
d. If the buyer should fail to pay the seller, the seller is entitled to suspend further performance of all current agreements between the parties until that payment has been made, while cash payment in advance can be demanded for further instructions or deliveries.
e. Payments made by the buyer first serve to pay all outstanding interest and costs and subsequently to pay the oldest payable invoices, even if the buyer states that the payment concerns a later invoice.
f. Ownership of the goods transfers from the seller to the buyer after the buyer has paid the purchase price and everything else that he owes the seller by virtue of this agreement. The buyer is entitled to resell and use the goods, but as long payment thereof has not been made in full, the buyer is not entitled to pledge the goods to third parties or to use them for security, in the broadest sense of the word, towards third parties. If the buyer sells the goods that are subject to this retention of title to a third party, the buyer is obliged to immediately and unconditionally assign the claim arising from this delivery to the seller. The buyer is obliged to notify the seller if any goods that are subject to the seller's retention of title are attached.
g. Without prejudice to the provisions in the previous paragraphs of this article, the buyer - if he fails to fulfil any of his obligations arising from the agreements and/or these terms and conditions, or fails to do so properly or in time, as well as in the event of his bankruptcy, moratorium on payments, liquidation or if he is put in administration or placed under guardianship - is deemed to be in default by operation of law and the seller is entitled, without any notice of default or legal intervention being required, to suspend the execution of the agreement or to fully or partially dissolve the agreement, this at the discretion of the seller, without the seller being liable to pay any compensation, yet without prejudice to the seller’s right to claim compensation as a result of the buyer's breach of contract and this dissolution. In this instance, any claim against the buyer will become immediately due and payable.

6. Force majeure
a. The seller is not liable for damage or losses incurred by the buyer if the work or deliveries cannot be carried out at all, not correctly, not properly or not in time as a result of force majeure, which includes war, imminent war, civil war, riots, disturbances, fire, storm, water damage, strikes, staff shortages, transportation issues, government measures, breach of contract by suppliers.
b. If the situation of force majeure persists, the parties are entitled to regard the agreement as dissolved, with all of the legal consequences.

7. Compensation and liability
a. If the goods delivered by the seller show shortcomings or turn out to be faulty as a result of manufacturing faults, the seller will repair or replace them free of charge. The seller will become the owner of the replaced goods. Any further liability with regard to shortcomings or faults is explicitly excluded.
b. Following on from the previous article, the seller explicitly excludes its liability for consequential damage or loss of profits.
c. The client is obliged to indemnify the seller against all costs, losses and interest, which may arise as a direct or indirect result of third-party claims against the seller in respect of incidents, acts and omissions for which the seller is not liable.

8. Delivery
Specified delivery dates are never to be considered deadlines, unless explicitly agreed otherwise. Shipping the goods delivered by the seller, even when delivered carriage paid, is at the expense and risk of the buyer. However, the seller is entitled to arrange the shipment method according to his insights, insofar as the buyer does not instruct otherwise in that respect.

9. Complaints
a. All complaints must be lodged with the seller in writing within 8 days of receiving the goods. If complaints are deemed founded, this at the exclusive discretion of the seller, the seller, with the exclusion of all the buyer's rights to compensation, is entitled to abandon delivery or to demand that the buyer keeps the goods at a suitable price reduction, or to replace the goods with new ones. The last option is subject to returning the goods that show shortcomings or are faulty. Complaints can be enforced only in respect of goods that are still in the same condition as upon delivery, insofar as they have no hidden defects.
b. The seller accepts return shipments only if they are made to the seller carriage paid and in their original packaging, and only if the return shipment is made after the seller has allowed the complaints about delivery by the seller to the buyer in writing. If upon acceptance or receipt of the goods the consignment note or receipt does not state anything with regard to packaging, this serves as proof that the goods were in a correct and good condition when the seller delivered them to the buyer.  
c. Small deviations in terms of quality, specifications, etc., which cannot be prevented from a technical point of view or are generally accepted according to commercial practice, cannot form a basis for a complaint.

10. Disputes
The agreements, sales, deliveries and other performances concluded and delivered by the seller are governed by the laws of the Netherlands. Any disputes that may arise as a result of the information in the previous sentence will be submitted exclusively to the competent court in the court district of Utrecht.