ARTICLE 1: APPLICABILITY OF THESE CONDITIONS

1.  The following conditions will apply to all offers and agreements of purchase and sale, and services to be performed in that context, including offering advice. In these conditions, buyer will also be understood to mean the party commissioning the performance of services. Once a contract is entered into between ourselves and the buyer subject to the applicability of the following conditions, these conditions will also apply in full to future transactions.

2.  The applicability of general terms and conditions of the buyer will be expressly excluded, unless the parties have agreed otherwise in writing. If the general conditions of the parties are both applicable, and our conditions and those of the buyer are contradictory, the provisions of our general conditions will prevail.

3.  If one or more provisions in these general conditions is or are invalid or is or are annulled, the other provisions of these general terms and conditions will continue to apply.

ARTICLE 2: CONCLUSION OF AGREEMENTS

1.  Unless stated otherwise, our offers will be free of obligation. We will be entitled to revoke an offer made free of obligation up to and including the third working day following receipt of the acceptance. Prices referred to in official lists, brochures and advertisements will not bind us. That will, however, be the case if we state prices in an offer to the buyer, but in that case only for the period evident from the offer, or for no more than 30 days following the date of the offer, without prejudice to the right to correct evident mistakes. An order from the buyer, including orders placed with one of our representatives, without having been preceded by a specific offer, will be considered as being concluded further to an offer made free of obligation. Our invoices are also an order confirmation. Complaints about invoices must be submitted to us in writing within 3 working days of the invoice date, failing which the invoice will be considered to have been approved.

2.  The prices in our offers/quotations will be valid for delivery ex warehouse, in euros (unless we state otherwise), exclusive of Dutch VAT, exclusive of government levies, as well as exclusive of dispatch costs, freight costs, storage costs, security costs, administration costs and packaging costs, unless expressly agreed otherwise.

3.   We may pass on price increases if between the time of offer/acceptance and delivery price alterations of more than 5% have occurred with respect to, for instance, exchange rates, wages, raw materials, taxes, semi-manufactured goods or packaging material.

ARTICLE 3: DELIVERY

1.  The buyer will be obliged vis-à-vis us to take immediate possession of the purchased item or the performance offered as soon as the item or performance is delivered or offered to the buyer.

2.  Agreed delivery dates will never be deadlines, unless the contrary has been expressly agreed. Consequently, if items are not delivered on time, we must be issued with a default notice, and we must be given a reasonable period – to be determined in consultation with us – in which to perform as yet.

3.  We may extend the agreed delivery period by no more than four weeks by a written notification, without being obliged to pay damages. However, the buyer will be entitled to inform us, stating the reasons, that failure to deliver within the period stated by us will be extremely detrimental to the buyer. In that case, we will do everything possible to deliver as yet within the stated period.

4.  We will be entitled to delivery the items in parts within the agreed period or within the extended period referred to above. We will be entitled to invoice partial deliveries separately.

5.  If a definition of delivery conditions has been included in the most recent publication of the International Chamber of Commerce Incoterms, delivery conditions agreed between us and the buyer will be interpreted in accordance with that definition. Contrary to the above, items will always be carried at the expense and risk of the buyer. All this will not apply if we have agreed carriage paid delivery to the buyer’s address. In that case, the items will be for our risk until the time of delivery to the buyer’s address. Nevertheless, the items will be unloaded at the risk of the buyer. Damage resulting from acts of war will always be for the buyer’s risk.

ARTICLE 4: ON-CALL CONTRACTS AND CONTACTS WITHOUT A DELIVERY PERIOD

1. The provisions in these conditions relating to delivery will also apply to every delivery in the context of an on-call contract. If, within the context of an on-call contract, the buyer fails to call within an agreed period, we will be entitled following an ineffective notice of default to offer all items still to be delivered – possibly requiring cash payment – or to dissolve the agreement, either wholly or in part, and to charge damages.

In the event of failure to pay a delivery, we will be entitled to suspend the following delivery or to initiate out-of-court dissolution of the agreement. If no delivery period has been determined, a period of one month will apply following the conclusion of the agreement, unless this period is incompatible with the buyer’s purchasing requirement with which we were familiar at the time that the agreement was concluded, in which case a period will apply corresponding to those requirements.

ARTICLE 5: SECURITY

If prior to or during the performance of the agreement we receive clear indications regarding a decline in the buyer’s creditworthiness that is such that we may reasonably doubt whether the buyer will comply in full with its obligations, we will be entitled at our discretion to demand security or additional security and/or cash payment for future deliveries.

If the buyer, despite notice of default, does not comply with our wishes, we will be entitled to dissolve the agreement or to suspend fulfilment of our obligations until full payment has followed and/or to demand in full all that the buyer owes us.

ARTICLE 6: RETENTION OF TITLE

All deliveries will be effected subject to retention of title. The ownership of items delivered or still to be delivered will pass to the buyer only as soon as all our claims – including those resulting from any failure on the part of the buyer – by virtue of existing or future purchase agreements or work performed or to be performed have been paid in full. The title under retention will not pass to the buyer if we waive any claim against that buyer. If a third party is holding items for the buyer, the buyer will grant us irrevocable authorisation to notify that third party that it must in future hold those items for us, and, if we so wish, that it must transfer those items to us.

The buyer may not pledge the items covered by the retention of title and may not
have them serve as security in any other way for the payment of claims other than ours.

ARTICLE 7: PAYMENT

1.  Unless agreed otherwise, payment must be made within thirty days of the invoice date in a manner and at a place to be designated by us. The buyer may not invoke settlement or suspension. If we send the buyer a specification of what it owes us or what we owe it, that specification will also serve as a settlement statement.

As soon as the payment period has expired, the buyer will be in default without any further notice being required and will owe interest of 1% in respect of the outstanding amount from the expiry date until the date of settlement. At the end of a period of one year in each case, the amount on which the statutory interest is calculated will be increased by the interest owed for that year. Disputes relating to delivery will never prejudice the buyer’s payment obligation.

2.  If the buyer is in default or breach in fulfilling its obligations or fulfilling them on time, all reasonable costs for obtaining settlement out of court will be charged to the buyer. The collection costs will be calculated in accordance with the collection rate advised in collection cases by the Netherlands Bar Association [Nederlandse Orde van Advocaten], subject to a minimum of EUR 250. If we have incurred higher costs which were reasonably necessary, these costs will also be eligible for reimbursement.

3.  In the event of a winding-up, involuntary liquidation or a petition for such, admission of the buyer to statutory composition by virtue of the Dutch (Natural Persons) Composition Act [Wet Schuldsanering Natuurlijke Personen], attachment or a suspension of payments, provisional or otherwise, on the part of the buyer, our claims against the buyer will be due and payable forthwith.

4.  Payments will first be deducted from the costs, and then from any outstanding interest and finally from the principal amount and the accrued interest.

ARTICLE 8: FORCE MAJEURE

Any force majeure on our part will, at our discretion, have the consequence that we will not be obliged to fulfil our contractual obligations and that we may dissolve that part of the agreement that has not been performed or suspend the performance of such, without us being obliged to pay damages to the buyer.

Force majeure will be considered to include strikes and/or illness on the part of our employees, a failure and/or force majeure on the part of our suppliers, transporters or other parties involved with the agreement, traffic standstills, natural disasters, war and/or mobilisation, impediments imposed by any government, fire and other accidents at our company, all in so far as the circumstance results in the fact that performance or further performance of the agreement cannot reasonably be desired of us.

As soon as one or more of the circumstances referred to above occurs or occur, we undertake to notify the buyer thereof and to inform the buyer how long the situation is expected to continue and what we consider the consequences to be.

ARTICLE 9: LIABILITY

1.  If items delivered by us are defective, our liability vis-à-vis the buyer will be limited to what is arranged in these conditions.

2.  If we are liable for direct damage, that liability will be limited to no more than the amount to be paid by our insurer, or at least to no more than the invoice amount, or at least to that part of the agreement to which the liability relates.

3.  We will never be liable for indirect damage, including consequential loss, loss of profits, missed savings and damage due to a halt in business operations.

4.  The liability limitations included for direct damage in these conditions will not apply if the damage is attributable to gross negligence or an intentional act or omission by us or one of our employees.

ARTICLE 10: INSPECTION AND COMPLAINTS

1.  Immediately upon taking possession of the items delivered, the buyer must in any event inspect the quantity and the condition of the packaging of the items. If the buyer wishes to lodge a complaint following the inspection, it should notify us immediately, preferably by fax. The buyer must give us the opportunity to investigate the complaint or to instruct others to do so.

2.  In addition, the buyer must investigate within 10 days of delivery whether the item corresponds to the agreement, and if necessary notify us in writing within this period of any defects discovered.

3.  If defects are involved that could not in any case have been discovered within the period referred to in the two previous paragraphs, the buyer must submit a complaint to us within three working days of discovering these defects or after these defects could have reasonable have been discovered, or at least within 3 months of delivery.

4.  We will not be obliged to deal with complaints submitted following the periods referred to in this article and/or following the period of 3 months after the date of delivery referred to in the previous paragraph . In that case, the buyer will have no claim whatsoever against us.

5.  Should we nevertheless deal with such a complaint, our efforts must, unless expressly agreed otherwise, be considered a service without any acceptance of liability.

6.  If the buyer has been shown a model, it will be presumed to have been shown only as an indication without the item having to correspond to that model, unless it has been expressly agreed that the item will correspond to such. Deviations in colour may never give rise to any complaint.

7.  Even if complaints are submitted on time, the buyer will remain obliged to take possession of and pay for the items purchased. If the buyer wishes to return defective items, such may only take place only with our prior written permission and in the manner designated by us.

8.  If the complaint is well-founded, we will take back the items sold.

9.  If it appears that any complaint has been wrongly lodged and we have performed work or delivered items within that context, we will be entitled to charge the buyer the costs involved at our normally applicable prices.

ARTICLE 11: WARRANTY

1.  We will issue no warranty whatsoever relating to the composition of the item sold.

2.  If we issue a warranty for an item manufactured by a third party, this warranty will be limited to the warranty issued by this third party.

3.  The manufacturer will be liable at all times for the composition of the sold item. Complaints about the composition of the sold item or materials used will be passed on to the manufacturer.

4.  If the delivered item contains material and/or manufacturing defects, we will take back the delivered item within 3 months, unless the defect has occurred as a result of inexpert, careless or improper use or if, without our written permission, alte ations have been made to the item by the buyer or third parties or attempts have been made to make such alterations or the item has been used for purposes for which it was not intended.

5.  As long as the buyer fails to meet its obligations arising from the agreement concluded between the parties, it cannot invoke this warranty stipulation.

ARTICLE 12: ADVICE

1.  We will accept no liability for advice to be given by us, other than what is stipulated in the “liability” article. Advice will be given free of obligation and free of charge.

ARTICLE 13: SUSPENSION AND DISSOLUTION

1. We will be entitled to suspend the fulfillment of our obligations or to dissolve the agreement, if:

– the buyer fails to fulfill its obligations arising from the agreement, or fails to fulfill them on time or in full;

– following the conclusion of the agreement, we learn of circumstances that provide good reasons to fear that the buyer will not fulfill its obligations, or not fulfill them on time or in full. In the event that good reasons exist to fear that the buyer will only partly fulfill its obligations or will not fulfill them properly, the suspension will only be allowed in so far as the failure justifies such; or

– the buyer was requested at the conclusion of the agreement to provide security for fulfillment of its obligations arising from the agreement and this security is not forthcoming or is insufficient. As soon as security has been provided, the right to suspend will lapse, unless such fulfillment is delayed as a result.

2.  In addition, we will be entitled to suspend the agreement or instruct others to do so if circumstances occur that are of such a nature that fulfilment of the agreement is impossible or can no longer be desired in accordance with standards of resonableness and fairness or if any other circumstances occur that are of such a nature that unamended maintenance of the agreement may no longer be reasonably expected.

3.  If the agreement is dissolved, our claims against the buyer will be immediately due and payable. If we suspend the fulfilment of our obligations, we will retain our claims in law and arising from the agreement.

ARTICLE 14: CANCELLATION

1.  If, following the conclusion of an agreement, the buyer wishes to cancel that agreement, 10% of the order price (inclusive of Dutch VAT) will be charged as cancellation costs, without prejudice to our right to claim full damages including loss of profit.

2.  Cancellation must be effected by registered letter.

ARTICLE 15: INTELLECTUAL PROPERTY AND COPYRIGHT

1.  Without prejudice to the other stipulations in these conditions, we will retain the rights and powers vested in us on the basis of the Dutch Copyright Act [Auteurswet] and intellectual property law.

2.  All documents, advertising material, documentation, agreements, designs, sketches, drawings, software, etc., provided by us are intended to be used exclusively by the buyer, and may not be copied, sold, rented, made public or brought to the attention of third parties by the buyer without our prior permission, unless the nature of the items provided dictates otherwise.

ARTICLE 16: APPLICABLE LAW AND COMPETENT COURT

1.  The court in the place where we have our registered office will be exclusively competent to take cognizance of disputes. Nevertheless, we will be entitled to submit the dispute to a competent court according to the law.

2.  All agreements between the buyer and us will be governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) [Weens Koopverdrag] will be expressly excluded.

ARTICLE 17: FILING OF THE CONDITIONS

These conditions are filed at the office of the Chamber of Commerce and Industry in Tilburg, under number 18125636.