Terms and Conditions

HANWEL

TERMS AND CONDITIONS

Filed with the Enschede Chamber of Commerce on November 10, 1995 under number 06034296.

1. APPLICABILITY

These General Terms and Conditions apply to all legal relationships between Hanwel B.V. and the other party, whether by contract or otherwise. Application of any general conditions applied or invoked by the other party is expressly excluded.

2. OFFERS

All offers, in whatever form they are made, are without obligation for a maximum period of 3 months, unless the contrary is ambiguous. Hanwel B.V. is only bound after a written order confirmation is issued by Hanwel B.V. Any prior arrangements or promises, which are not made, made or accepted in writing by Hanwel B.V., are thus void. Arrangements made and/or promises made by or on behalf of Hanwel B.V. after the order confirmation are only binding if they are confirmed in writing. All data / information provided with an offer remains the (intellectual) property of Hanwel B.V. and must be returned at the first request. If no offer or order confirmation is sent, the invoice is also regarded as order confirmation. Each contract is entered into under the suspensive condition that the other party - at our sole discretion - sufficiently creditworthy for the equal performance of the contract.

3. PRICE

The price is based on the prices, rates, wages, taxes, duties, charges, freights, etc. existing at the time of the conclusion of the agreement. Price quotations are exclusive of turnover tax and any other levies imposed by the government. In case of an increase of one or other, which occurs within three months after the conclusion of the agreement, Hanwel will be entitled to cancel the agreement.

B.V. is entitled to change the agreed prices accordingly. The other party shall in that case be entitled to dissolve the agreement. The right to change the agreed prices shall remain in force even if the increase takes place as a result of circumstances that could already have been foreseen at the time the agreement was concluded, with due observance of the relevant statutory regulations. In connection with article 2, stated prices are only binding if that intention is unmistakable. In other cases they shall be regarded as indicative prices without obligation.

4. DELIVERY AND DELIVERY TIME.

Unless otherwise agreed, delivery shall be ex our company/warehouse. The indication of delivery terms in the offers, confirmations and/or agreements are made to the best of our knowledge and they will be observed as much as possible, but they are not binding. Exceeding of these terms, for whatever reason, with a period of less than three months maximum, will never entitle the other party to compensation for damages, dissolution of the agreement or non-fulfillment of any obligation which may arise for him from the agreement in question, unless the parties have agreed in writing on a fatal delivery term which they have also named as such. If the goods sold have not been taken by the other party after the expiry of the delivery date, they will be stored at his disposal at his expense and risk. After a period of 4 weeks, we are entitled to (privately) sell these items. Any reduced proceeds and costs will be borne by the other party, without prejudice to our other rights. Hanwel B.V. is entitled to deliver in parts (partial deliveries), which can be invoiced separately.

5. OVERVIEW.

In the event of facts or circumstances, whether or not constituting force majeure, which aggravate the fulfilment of the parties' obligations to such an extent that it cannot be assumed that the parties would not have concluded the present agreement, or would not have done so under (practically) the same conditions, the relevant obligations on both sides shall be suspended. If this situation has lasted longer than three months, both parties shall have the right, within a period of three months thereafter, to terminate the agreement by written notice. That which has already been performed under the agreement shall be settled pro rata, without the parties owing each other anything else. Force majeure" shall in any case include: strikes, excessive absenteeism of our personnel, transport difficulties, fire, government measures including import and export bans, contigentions and business interruptions at our company or our suppliers, as well as a shortcoming - whether or not attributable - on the part of our suppliers as a result of which we are unable to fulfill our obligations towards the other party. We also have the right to invoke force majeure if the circumstance causing the force majeure occurs after our performance should have been delivered.

6. RECLAMES.

Complaints about directly observable defects must be sent by the other party to Hanwel B.V. as specifically as possible by registered letter within eight days after delivery or after the performance of the relevant services, or at least within a reasonable time after he discovered or reasonably should have discovered the defect, failing which any claim in this respect against Hanwel B.V. will lapse. The submission of a complaint never releases the other party from its payment obligations.

7. PAYMENT.

• 7.1 All payments will be due within thirty days of invoice date, unless otherwise written
• 7.2 If the other party fails to pay within the thirty-day period, it will be in default from the due date and will owe Hanwel V. default interest of 1.5% per (part of a) month, or, if the sum of the statutory interest rate plus 3% is greater than 1.5% per month, the statutory interest rate plus 3% per month and on the entire amount due.
• 7.3 Collection costs reasonably incurred by Hanwel V., including all costs of external experts in addition to any costs determined in court, will be borne by the other party. The extrajudicial collection costs are determined according to the collection rate of the Netherlands Bar Association applicable at the time of collection, with a minimum of f 250 .
• 7.4 Every payment made by the other party shall primarily serve to pay the interest owed by it as well as the collection and/or administration costs incurred by us and shall thereafter be deducted from the oldest outstanding

8. RETENTION OF TITLE.

• 8.1 As long as the other party has not delivered in full the consideration which it is obliged to pay under the agreement(s) entered into with Hanwel V. regarding goods to be delivered or work to be performed, all goods, whether processed or unprocessed, remain the property of Hanwel B.V." until the relevant payment obligations have been met in full. If, in connection with the aforementioned agreements, Hanwel B.V. performs work to be paid for by the other party on behalf of the other party, the aforementioned retention of title applies until such time as the other party has also satisfied these claims of Hanwel B.V. In addition, the retention of title applies to any claims which Hanwel B.V. may obtain against the other party on account of the latter's failure to fulfil one or more of its obligations towards Hanwel B.V.
• 8.2 As long as the ownership of the delivered goods has not been transferred to the other party, the other party may not pledge the goods or grant a third party any other right to them except for the sale within the framework of the normal
• 8.3 Hanwel V. hereby reserves in advance pledge rights, as referred to in Section 3:237 of the Dutch Civil Code, in respect of delivered goods of which ownership has been transferred to the other party by payment and which are still in the possession of the other party, to secure any claims, other than those referred to in Section 3:92(2) of the Dutch Civil Code, which Hanwel B.V. may have against the other party on any basis whatsoever.
• 8.4 The other party is obliged to store the goods delivered subject to retention of title with due care and as the recognizable property of Hanwel B.V.. The other party is obliged to insure the goods for the duration of the retention of title against fire, explosion and water damage and against theft and to allow Hanwel B.V. to inspect the policies of these insurances on demand. All claims of the other party against the insurers of the goods under the said insurance policies will, as soon as Hanwel B.V. indicates that it so wishes, be pledged to it by the other party in the manner referred to in Section 3:239 of the Dutch Civil Code, as additional security for Hanwel B.V.'s claim against the other party.
• 8.5 If payment is not made, Hanwel V. is entitled, without any notice of default, to take back the goods, without prejudice to any claims it may have for rescission, performance or (full) compensation.

9. RISK

Regardless of what has been agreed between Hanwel B.V. and the other party in respect of transport and insurance costs, the goods remain at the risk of Hanwel B.V. until such time as they are actually placed at the disposal of the other party or an agent designated by the other party. The method of transport, shipping, packaging, etc., if no further instructions are provided by the other party, will be determined by us as a good custodian/merchant, without accepting any liability in this respect. The transport of the goods shall always take place at the expense and risk of the other party, even if the carrier demands that consignment bills, transport addresses and the like contain the clause that all transport damage is at the expense and risk of the sender.

10. LIABILITY.

• 10.1 Hanwel V. is not liable for loss or damage of any kind suffered by the other party or third parties in connection with goods or services supplied by Hanwel B.V., including including loss of profits to movable or immovable property, or damage caused by improper use of the delivered goods or services or their use for a purpose other than that for which it is suitable according to objective standards, unless such damage is caused by intent or gross negligence on the part of the Board and/or managers of Hanwel B.V. or persons for whom Hanwel B.V. is obliged to accept liability.

• 10.2 If the exemption clause as defined in Article l is held to be unreasonably onerous, Hanwel B.V.'s liability for the damage referred to in the preceding paragraph will be limited. This liability is limited to no more than the amount which Hanwel B.V. has charged or may charge under the contract concluded with its other party, and only in so far as the damage was caused by the negligence of Hanwel B.V. or of persons for whom Hanwel B.V. is obliged to accept liability.
• 10.3 If the exemption clause referred to in Article 2 is also deemed to be unreasonably onerous in any instance, the liability of Hanwel B.V. will be limited to the sum insured under Hanwel B.V.'s liability insurance policy.
• 10.4 The above obligations of Hanwel V. apply only if the other party has notified Hanwel B.V. of the relevant breach, including any wrongful act, within a reasonable time after its discovery.
• 10.5 Any liability for shortcomings, including any wrongful act or defects, other than relating to the damage resulting from death, bodily injury or reduction in value due to damage to property is As examples are mentioned: liability for exceeding delivery deadlines, due to malfunction(s) in a production or distribution process or an administrative organization, due to loss or damage to data carriers or data files, damage due to infringement of intellectual property rights and all forms of so-called consequential damage.
• 10.6 The provisions of this Article also apply for the benefit or in favor of all (legal) persons which Hanwel V. engages in its relationship with the other party.
• 10.7 The other party indemnifies Hanwel V. against all claims of third parties in respect of loss or damage which would remain for the account of the other party under the provisions of this article, if the third party in question were to sue the other party.

11. WARRANTY
    • 11.1 Items delivered or made available by Hanwel B.V. which prove to be defective other than as a result of causes for which the other party is responsible, will be repaired or replaced free of charge by Hanwel B.V., at Hanwel B.V.'s discretion. The same applies mutatis mutandis to services provided by Hanwel B.V..
    • 11.2 Hanwel B.V. will become the owner of the replaced item or parts. Insofar as the defectiveness of the delivered or made available good or service(s) consists in the fact that it infringes any intellectual property right, Hanwel B.V." may, at its option, comply with the obligation set out in this Article by eliminating the objection in question or by taking back the relevant good or undoing the services in question, in the latter two cases against restitution of what has been paid for its provision.
    • 11.3 The obligation referred to in this article applies only if the other party has duly notified Hanwel V. of the shortcoming or defect within a reasonable time after its discovery. Unless otherwise agreed, the warranty obligation ends six months after the date on which the good in question was delivered or the service in question was performed. Any warranty claims will accrue exclusively to the contractual other party of Hanwel B.V. They will terminate in any event on disposal of the delivered goods by the other party.
    • 11.4 The guarantee obligation of Hanwel B. V. lapses if the other party itself makes changes or repairs to the delivered goods or has them made by third parties, or if the delivered goods are used for other than normal purposes or are otherwise inexpertly treated or maintained.
    • 11.5 Any further liability of Hanwel B.V. is, in conjunction with the provisions of the preceding Article, excluded. Fulfilment of its warranty obligations by Hanwel B.V. is regarded as sole and full compensation.
    • 11.6 If the other party fails to perform one or more obligations under the contract existing between the parties, Hanwel V. is entitled to suspend the performance of its warranty obligation or any other obligation under that contract, unless the shortcoming of the other party is so minor that it does not justify a suspension of Hanwel B.V.'s obligations.
12. DESCRIPTION.

If one of the parties involved in the agreement(s) dies, is placed in receivership, applies for a moratorium, proceeds with the cession of assets or is declared bankrupt, or all or part of its property is seized, the other party has the right to declare the agreement(s) entered into dissolved by a single written notification, or to suspend the fulfillment of the obligation on its side, all this at its discretion. All payment obligations shall become immediately due and payable in the situation described above. The rights and claims on account of the non-fulfillment of obligations shall be retained in full by the party concerned.

13. DISCLOSED

All disputes, including disputes which are only considered as such by one party, shall, subject to the authority of the parties to provoke decisions of the President of the District Court, giving judgment in summary proceedings, exclusively be brought before the ordinary court in the District of Almelo, with the exception of the disputes of which the Subdistrict Court takes cognizance in the first instance.

14. APPLICABLE LAW

All agreements of Hanwel B.V. are always governed exclusively by Dutch law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention).

15. QUALITY ASSURANCE

The quality assurance system of Hanwel B.V. is certified according to ISO 9002. All trade goods delivered by Hanwel B.V. are not within the scope of this certificate.

16. FINAL PROVISION

The agreements and general terms and conditions of Hanwel B.V. are intended to govern the legal relationship(s) between Hanwel B.V. and the other party in a reasonable manner. In the event of nullity of one or more provisions of a legal relationship between Hanwel B.V. and the other party, the parties are bound by rules which, as far as possible, are similar in scope and which are not null and void.

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