OLMAR

General Sale Conditions

FIRST. - Payment. -

The sale price of the moveable assets will be paid according to that specified on the sale contract formalized between the parts.

The lack of payment of any of the instalments or the return of any of the bills of exchange agreed upon as means of deferred payment of the price, will enable the Seller, at his option, to demand from Buyer the payment in full of the price plus the legal interests, expenses and damages caused, or either to establish the immediate resolution of the contract with refund of the goods, object of the contract, to Seller and the loss by Buyer of the amounts given to the Seller, as compensation for damages, without detriment to any other actions that may correspond to Seller according to law.

For the resolution of the contract it will suffice the notice issued in a reliable manner to Buyer, including through Burofax or telegram with acknowledgement of receipt, Buying incurring in default from that moment on regarding the return of the goods, and payment or refund to Seller of expenses and any other damages that may have been caused.---

SECOND. – Guarantees.

Should elimination of the defects impossible to be solved from Spain, the seller is to provide the buyer with specialists of corresponding qualification

Industrial Olmar S.A. guarantees the object of the present contract in the terms that appear in the documents relative to guarantee of the goods and that it is given to the Buyer together with the goods, its documents, and the General Conditions.

Two years are expressly guaranteed for the Pressure Body and one year for the rest of materials that conform the goods, including the software that regulates the automatisms and operation of the autoclave and/or steam generator.

The materials and assembly works are expressly excluded from this guarantee which are at the expense of the Buyer, even if the works may be carried out by Industrial Olmar S.A.---

THIRD. – Ownership Reserve. -

Industrial Olmar S.A reserves the property of the goods until the entire price has been received, and consequently, the goods will be fully owned by Industrial Olmar S.A. until Buyer has paid the price in full.

The possession of the goods that Buyer holds is under the concept of receiver who will not have the goods at his disposal until full payment of the price specified in the contract is made.---

Buyer receives the possession of the goods under the concept of receiver from the very same moment in which they are placed at his disposal in the premises, date and manner agreed upon in the sale contract.

During the time that Buyer is in possession of the goods in the capacity of receiver, he will communicate in writing and in a reliable manner to Seller any desire of change of location of the goods from the place where they were initially assembled, the Seller being able to oppose to the same within the period of five days as of the time he receives the mentioned communication.---

FOURTH. - Damages. -

Buyer undertakes to maintain the goods in perfect condition for use, as long as Buyer does not acquire the full property of the same.

Buyer whilst not acquiring the full property of the goods and from the very same moment on which these are at his disposal, according to that agreed upon in the sale and purchase Contract, will be responsible in front of the Seller for the loss and all damages that may be caused to the goods, even in the assumption of a fortuitous case or an act of God..---

FIFTH. - Responsibilities. -

Buyer will be responsible, even in a fortuitous case or an act of God, holding the Seller harmless of all responsibility, of any damages that the goods may cause, as of the very same moment in which the goods are at his disposal in the manner agreed upon in the sale contract, regardless of the fact that the price agreed upon may have been paid or not in its entirety.

SIXTH. – Legal Measures on the goods. -

In case the Buyer, prior to the acquisition of the property of the sold goods, may have incurred in the procedure of bankruptcy, temporary receivership, creditors' meeting, arrangement with creditors, seizure, intervention or equity receivership, or in any other case of patrimonial insolvency, or if his assets are bound to be seized by any cause whatsoever, or if precautionary measures are requested that may affect the goods object of this contract, Buyer undertakes, when the first legal measures are practiced, to state and to recognize the Seller’s property and to communicate immediately to Seller the situation of the goods, so that Seller may serve proceedings and bring an action according to law.

In such cases Seller is authorized to demand from Buyer the payment in full of the price plus the legal interests, expenses, and damages caused; or request the immediate resolution of the contract with return of the goods and the loss of the amounts given to the Seller, in concept of compensation for damages, without detriment of any other actions that may correspond to Seller according to law.---

SEVENTH - Supervision of the agreements. -

For the execution of that agreed upon in the sale contract and under these General Conditions, Buyer authorizes Seller to enter in his premises at any time and to use all the means that may be necessary for the withdrawal of the goods object of contract.

The recovery of the goods by Seller may be done with no need of judicial action, with all the expenses that may be originated being for the account of the Buyer.

Likewise Seller may enter in the premises where the goods of his property are deposited in order to inspect them, giving the Buyer two days of advanced notice..---

EIGHT. - Intellectual property.

The programming of the computer system as well as the software that is provided installed in the autoclave shall be considered by the Buyer intellectual property of the business entity Industrial Olmar S.A., under the protection of the Legislative Royal Decree 1/1996 of April 12 on Intellectual Property.

The business entity Industrial Olmar S.A, by the simple sale of the autoclave and/or steam generator is not liable, neither is under the obligation to supply the Buyer with the programming and software of the automatisms of the autoclave and/or steam generator, without detriment of the obligations assumed by virtue of the guarantee of the autoclave and/or steam generator, as well as by the maintenance contracts that may be formalized between the parties.

The Buyer, accepting the property of Industrial Olmar S.A over the software and programming of the automatisms that regulate the operation of the autoclave and/or steam generator, undertakes the obligation of not diffusing the mentioned programming, if for any cause it may be revealed by the business entity Industrial Olmar S.A.