GENERIC SALES AND DELIVERY TERMS of Bio Health Company, trading under the name BioHealthChip.com, settled at Richthuisstraat 38, 1335 XE, Almere in the Netherlands.

ARTICLE 1: APPLICABILITY AND DEFINITIONS
By 'selling party' one should read Bio Health Company. By 'buying party' one can state any party that purchases in the widest sense from the selling party. All quotes, offerings and agreements will be executed under the applicability statement of these generic sales and delivery terms. Any reference made to buying party’s own generic sales and delivery terms, is not applicable to us and will not be honoured as a consequence. Selling party is entitled to adjust and/or alter the generic sales and delivery terms at any moment in time. New and/or changed generic sales and delivery terms will be effective the moment that selling party has informed her buying parties. These changes will not be applicable for orders that were generated prior to the date of changing the generic sales and delivery terms. In the event that any statement of this document is to be found trivial, such to be determined by a legal Court, all other articles and statements with respect to these generic sales and delivery terms remain valid and applicable as such. 
ARTICLE 2: THE AGREEMENT AND ALTERATIONS
All quotes are always free of obligations, unless specifically stated otherwise. The agreement is being made as soon as the selling party has received the acceptance of the buying party; by this acceptance the buying party agrees to the validity of these generic sales and delivery terms and that he has decided, in case this is applicable, to prevail these generic sales and delivery terms above his own generic sales and delivery terms. In the event that in the acceptance of the agreement any preservation is noted and/or changes against the quote have been made, this agreement will only become effective, - such in deviation with the previous statement, until the selling party has explicitly agreed in writing to the buying party to agree with these alterations.Quotes, price lists and other information from selling party and/or its representatives are always free of obligations, unless explicitly stated otherwise. Agreements with buying party are to be effective after confirmation in writing of selling party. In case of a difference between the order of buying party and the conformation in writing of selling party the conformation of selling party is to be binding. Changes of the purchase agreement and changes of these generic sales and delivery terms will only become effective when being agreed to in writing between both selling and buying party. In the event that changes will lead to an increase or decrease of the costs it is mandatory to have a written confirmation between selling and buying party for the adjusted purchase price as such. In case such an agreement is not available with regard to the alteration of the purchase price, there will be a dispute between the two parties, so that article 14 of these generic sales and delivery terms is applicable.     
ARTICLE 3: QUALITY AND DESCRIPTIONS
The selling party is bound to deliver the products to the buying party as defined in the shopping basket with respect to quantity, quality and product description. These products shall be delivered, taken into account the normal accepted deviations for quantities and weight, unless stated explicitly different. Special quality requirements and standards need to be recorded upfront specifically in writing. The selling party is bound to deliver products of decent quality and/or equivalent to in case of samples provided by selling party; performance to be delivered in accordance with specifications. The selling party can not be hold liable that products are suitable for the purpose that buying party has decided for, not even in the event that this goal has been shared with selling party, unless the opposite has been agreed upon in writing.
ARTICLE 4: PACKAGING AND SHIPMENT
The selling party is bound to the buying party to wrap products in a decent manner (unless the state of the product is not supporting this request) and to secure the product in such a way, that with normal transport facilities the final destination is reached in good order. The buying party will take care of an usual transport insurance. The products will be delivered by the selling party to the delivery address(es) as specified, or offered to a transport integrator to be processed for delivery. Delivery addresses have been agreed upon in the order specifications or have been defined and agreed upon later onwards.In all instances where orders have been placed, the buying party will have to pay shipment cost and shipment handling as provided by the buying party.
ARTICLE 5: STORAGE
In the event that buying party is unable to receive the products at the agreed upon time, for whatever reason, the selling party will, in the event that storage space is not an issue, hold custody of these products at request of the buying party and will do what ever is possible to prevent that the quality of the product is detoriating, till the moment of final delivery. The buying party is hold to compensate the selling party for storage costs at the rate specified by selling party or at a rate that is common in this line of business, such from the moment of readiness for shipment or the delivery date as agreed upon in the sales agreement.
ARTICLE 6: TRANSFER OF OWNERSHIP AND RISK
With exception to the statements in section 2 and 4 of this article the transfer of ownership of the product and associating risks will take place at the moment of delivery. As long as the buying party has paid the full amount of the order, including any additional costs, or has not secured payment, selling party is entitled to remain owner of the goods. In that case transfer of ownership will not take place prior to the moment that buying party has fulfilled all obligations, including costs like interest and additional costs made by the selling party. Selling party is entitled to take back the products delivered at earlier stage with reference to the clause of delayed transfer of ownership as soon as it becomes apparent that buying party is incapable to secure payments irrespectively of all other rights to buying party. As long as the transfer of ownership to buying party has not taken place, the buying party is not entitled to execute its ownership and rights, neither to provide rights to any third party and/or to transfer ownership to a third party, unless explicitly approved by the selling party in writing or unless in the event that reselling by buying party is a standard way of doing business. As long as the ownership of the delivered goods has not passed to the buying party, the buying party is responsible to separate the delivered goods from the selling party from other goods and materials and have these goods marked to be owned by selling party, unless the selling partly by written approval to buying party approves that buying party within the normal line of business is entitled to sell to his resellers as well or to use further for his own manufacturing purposes. In case of reasonable doubt of the capacity of buying party to financially secure the payment, the selling party is authorized to delay the delivery of goods, as stated in article 4 sub 2, till the buying party has secured payment. The buying party is liable for damages resulting from a delayed delivery to the selling party. In the event that goods, irrespectively the agreed upon methodology of transport, are ready for delivery and such has been communicated to the buying party, the buying party is hold to receive the goods instantly.The risks of the goods will transfer to the buying party at the moment of announcement; this is irrevocable in the event that buying party is not adhering to the obligations forthcoming out of article 4 sub 2. In case selling party delays the moment of shipment, as requested by buying party with reference to article 5, the goods remain property of selling party, till the goods have been delivered at buying party as stated in article 4 sub 2 defined delivery address(es).
ARTICLE 7: TIME OF DELIVERY
Selling party will try to deliver the goods on the moment or as soon as afterwards, as defined in the order. In the event that a lead time has been agreed upon, the start date of this lead time will be the date that the selling party has received the payment of the order or has received a credit guarantee.
ARTICLE 8: ACTS OF GOD
The lead time as stated in article 7 will be prolonged with the period, for which selling party is unable to for fill his obligations due to an act of God. This will be applicable for those instances that selling party is unable to comply to the execution of his obligations of the sales requirement such as war, threat of war, civil war, riots, molest, fire, earthquakes, flooding, strike, company besetting, exception, import- and exports restrictions, Acts by governments, defects of production equipment, malfunction at energy providing companies, all instances within the company as well as outside the company of selling party, for which selling party obtains (partly) the required materials and/or raw materials, as well as the storage or delivery, subcontracted or done by selling party itself, and all further root causes outside the risk and/or influencing environment of selling party. In the event that due to these kinds of circumstances the delivery is delayed for more than 2 months, both buying and selling party are entitled to terminate the sales agreement, as soon as this has been expressed in writing. In such a situation the selling party is only entitled to claim up to the value of all costs incurred up till that moment. In the event that the sales agreement is already partly executed and due to an Act of God the balance delivery of the agreement is delayed over 2 months, the buying party is entitled to either keep the already delivered part of the sales agreement and pay the selling party for the equivalent value of the agreement, or to terminate the agreement and to return the goods that were delivered already at earlier stage to buying party for risk and costs to selling party, in the situation that buying party can demonstrate that the goods delivered are not to be used effectively due to the missing balance delivery of goods.
ARTICLE 9: GARANTEES AND CLAIMS
Guarantee obligations of selling party will no go beyond 30 days after delivery, unless otherwise determined by both parties in writing. Selling party is liable to buying party as well as resellers of selling party for damages to the goods resulting during the guarantee period as stated in the order confirmation, unless the damages is the result of improper usage by buying party and/or reseller with reference to the provided instructions for usage or in any other case of incorrect usage. Buying party can only claim guarantee in the event of; proper adherence to the instructions, buying party not to be in neglectance, goods have not been exposed to extreme circumstances so that quality detoriated; selling party has been enabled to investigate the case within ten days after the claim, no vandalism is done. Responsibility of selling party is limited to replacement of the product without any additional costs in case of malfunction of the product or part of the product, such to be decided by selling party. With restrictions as defined in this article selling party, nor any employees of selling party, neither those who have been assigned by selling party are to be hold liable for any damages based on their advice and/or executed tasks to buying party’s property and/or any residual damages caused by delivered goods from selling party. Buying party is requested to validate and verify the goods upon delivery or shortly afterwards. Claims with respect to visible damages on the outside of the delivered goods will only be processed when selling party has been notified in writing through registered mail, within 8 days after receipt of the goods. Claims related to non-visible malfunction will only be processed when selling party has been notified in writing through registered mail, within 8 days after noticed.
When notified in time the selling party shall be enabled to validate the complaint, in the event this is not accommodated, the complaint cannot be processed as a consequence. In case the claim is to be found correct and valid, selling party will be enabled to perform corrective actions and/or replace the defect goods. In the event that third parties have made adjustments/changes to the goods claims cannot be honoured. In the event that the periods as defined in this article have been exceeded it is assumed that buying party has accepted the delivered goods and invoice. Claims initiated after this period will not be accepted by selling party. In the event that the sales agreement concerns goods, obtained by selling party from third parties, the liability and/or responsibility of selling party is restricted to that part for which the providing party to selling party is responsible and/or liable to selling party. This statement is only applicable in the event that to buying party this statement is more beneficial than the statement under article9 sub 1 through 4.                              
ARTICLE 10: RETURN
Products can be returned within 8 days after delivery, provided that  goods have not opened and/or used and have not been damaged and provided that the customer service of Bio Health Company has been notified in advance. In the event that goods are being returned the normal shipment costs will be charged. In the event that a delivered good is not received in good order, you are kindly requested to contact our customer services. Delivery failures are requested to be returned, only after upfront notifying the customer service of Bio Health Company. Case by case we will determine if costs of retuning the goods will be compensated or not. Goods of which the safety packaging and/or sealing have been removed cannot be returned, unless explicitly approved upfront by the customer service of Bio Health Company.                  
ARTICLE 11: PRICE AND PAYMENT
The purchase price includes the price of the goods and the cost of packaging. Costs for transport and delivery at final destination are to be paid by buying party, unless explicitly agreed upon differently. The buying party is obliged to pay the purchase price instantly through one of the offered payment methods of the website. Buying party is not authorized to decrease the purchase price with any amount by setting a discount that has not been agreed upon explicitly or by balancing the purchase price with an outstanding counterclaim. Payment settlements that are deviating are to be agreed upon in writing. Buying party is to be hold liable for the payment and no warrant is required after a period term of 7 days past invoicing, or for that specified period that has been agreed upon in writing, as long as buying party has not for filled completely his payment obligations or in the event that (external) guardianship has been posed by court and/or bankruptcy has been requested or declared. In the event that buying party is unable to comply with his obligations of payment and is not responsive to the liability with a one-week grace term, selling party is authorized to terminate the sales agreement, without any interference of court. In this scenario the buying party will be hold liable for damages of the selling party, such as profit loss, transport costs and mandatory costs related to the execution of this liability. Costs coming forward by the execution of obtaining the authorized liability without interference of court are to be paid by buying party.
These costs are 15% of the invoice amount, with a minimum of € 150.00, an amount that is not to be adjusted in a court of law. Buying party is also held liable to pay interest over the invoice value, when not paid within 14 days after receipt of the invoice. The actual interest percentage is defined by Dutch legislation. The interest is being calculated in full calendar months and is applicable for the period that buying party is not adhering to paying the invoice value. Selling party is entitled to choose the sequence of subtracting payments to those open payments forthcoming out of deliveries, interest and/or additional costs to be paid to selling party, irrespectively actual payments descriptions and/or prescriptions. In the event that buying party is using his authority to store the products of the goods delivery, as defined in article 5, buying party is still hold liable to payment of the sales agreement within the payment term as stated in sub 2 of this article. In the event that goods are ready fro shipment and as such has been communicated by selling party to buying party, the selling party is entitled to invoice, without the right of buying party to refuse payment due to the fact that delivery has not been done yet.
ARTICLE 12: LEGAL REQUIREMENTS
Selling party secures that the design, product specifications and quality of the products to be delivered as defined in the order, comply to all relevant specifications and is adhering to all applicable requirements by law and/or other federal institutes and are valid at the time of formalizing the sales agreement. As stated in sub 1 this will be applicable as well by normal use of the products.
ARTICLE 13: DISSOLVEMENT
Regardless the definition as outlined in article 11, the sales agreement will become dissolved without any interference of a court of law, after a statement in writing at the moment that the buying party has been declared bankruptcy, has requested suspension of payments, or has been confronted with a situation where goods and property have been confiscated, has been put under guardianship or has lost the capability of free disposal of (parts of) his possessions, unless the curator or custodian is confirming the debt based on the terms out of this sales agreement. By dissolving the sales agreement all related debts of both parties can be claimed instantly. Buying party is to be held responsible for losses to selling party, such as loss of profit and costs of transportation.
ARTICLE 14: LEGISLATION AND CHOICE OF FORUM
Dutch legislation and the terms above are applicable for all agreements to be made by selling party, even in the event that the execution of the order is taking place outside the Netherlands. All disputes, related to an agreement made with these terms and conditions to be (partly) applicable or to become due for further agreement forthcoming out of such an agreement, will be settled by court of law, such to be appointed by selling party at the residence of selling party or the location of defendant, unless mandatory legislation is dictating differently. Apart from this selling party and buying party can both agree to have the dispute settled by means of independent arbitration.
Almere, the Netherlands, August 26, 2005.
Bio Health Company