TERMS OF DELIVERY

GENERAL TERMS AND CONDITIONS FOR SALE/DELIVERY AND SERVICES

Section 1 General Provisions

1.1 These general conditions apply to all and any offers and agreements in which Blaauw Products sells/supplies goods, and renders services to the commissioner save the agreements referred to in Section 1.2.

1.2 These general conditions do not apply to the servicing agreements concluded between Blaauw Products and the commissioner. To servicing agreements the “General Terms and Conditions of servicing of equipment” used by Blaauw Products apply.

1.3 Any derogations from the general terms and conditions applied by Blaauw Products are not valid save expressly agreed in writing.

1.4 Applicability of any purchase or other terms and conditions of the commissioner are explicitly dismissed by Blaauw Products.

Section 2 Establishment and Performance of the Agreement

2.1 Any and all offers of Blaauw Products are without obligation. An offer can be withdrawn by Blaauw Products within eight working days following its acceptance. In that case no agreement is considered to have come about.

2.2 Except in the event that the offer is withdrawn by Blaauw Products as referred to in Section 2.1 the agreement is considered to have been established as soon as Blaauw Products has received a written confirmation from the commissioner that the offer has been accepted or – if the commissioner accepted the offer orally – this has been confirmed in writing by Blaauw Products.

2.3 Blaauw Products does not have to start with the performance of the agreement but after receipt of an advance payment agreed with the commissioner.

Section 3 Delivery, Risk and Delivery Dates

3.1 The goods sold by Blaauw Products will be delivered to the commissioner at the site of the warehouse of Blaauw Products, save the parties agreed in writing that delivery will take place at a site to be designated by the commissioner.

3.2 Goods are considered delivered once the purchased goods have been put within the actual power of disposal of the commissioner or the intermediary hired by the commissioner.

3.3 Blaauw Products will package the sold goods for the purpose of delivery according to the standards applicable in its company. If the commissioner demands a different way of packaging, the additional costs involved will be at the expense of the commissioner.

3.4 The goods sold are at risk of the commissioner as from the moment of delivery as described in Section 3.2.

3.5 The delivery dates stated will never be considered deadlines, save the contrary is agreed in writing between the parties. In case of non-timely delivery Blaauw Products will not be in default but once the commissioner has entered a default against it in writing and granted an additional time-limit of forty-four days starting from the date of the default to meet its delivery obligation as yet.

3.6. If Blaauw Products will be in default, the commissioner will not be able to claim any damages.

Section 4 Installation

4.1 If any good delivered by Blaauw Products has to be installed at the site of the commissioner, the commissioner shall ensure that on the date of delivery an appropriate installation site will be available including all the required facilities, such as cabling, telecommunication facilities, and in-company lifting and transportation means.

4.2 If Blaauw Products has to see to the installation or provision of such facilities itself, it will invoice the commissioner for this on costing basis.

4.3. The commissioner shall grant Blaauw Products access to Blaauw Products to the site of installation during the hours to be specified by Blaauw Products.

Section 5 Acceptance

5.1 The goods delivered by Blaauw Products will be considered accepted on the date of delivery.

5.2 If an installation to be carried out by Blaauw Products has been agreed to, such installation will be considered accepted on the date of its completion.

Section 6 Price and Payment

6.1 The agreed price is, save stated otherwise, excluding VAT and other taxes imposed by the government and is founded on delivery ex warehouse. In case of delivery elsewhere the additional costs involved will be to the account of the commissioner.

6.2 The agreed price has been founded on the prices, exchange rates, salaries, taxes, rights, duties and the like applicable at the time the price quote came about. If a change to any of such elements takes place, Blaauw Products is entitled to adjust the price accordingly by means of a written communication in respect of any work to be performed according to the agreed planning at a time which is at least three months after the date of conclusion of the agreement.

6.3 For any orders below a sum to be fixed by Blaauw Products (as from January 1, 2001 EUR 250.00 excluding VAT) handling fees will be charged.

6.4All invoices shall be paid in conformity with the payment terms stated in the invoice. Lacking which the invoice price should be received within thirty days following the date of invoice by Blaauw Products.

6.5The commissioner is not entitled to set off any sum against other sums.

6.6 If the commissioner does not pay the sums due within the agreed time-limit, he will be in default by law and owe legal interest on the sum receivable. If Blaauw Products is compelled to take any legal action for the purpose of collecting the unpaid debt, it will also claim collecting fees to the sum of 15% of the principal sum, in any case a minimum of EUR 50.00.

6.7 Any payment made by the commissioner will first be deducted from the interest and costs due and next from the principal sum on the understanding that these payments will first be set off against the oldest invoices.

Section 7 Ownership Retention

7.1 For the sake of securing payment Blaauw Products retains ownership of the goods supplied by it until such time that the commissioner has paid the sums due for delivery or installation under the agreement in full. This also includes interest and costs which become due under Section 6.6.

7.2 As long as full payment has not yet taken place the commissioner will not be allowed to alienate, pawn, pledge or mortgage, lease, lend or take outside his company on any title whatsoever the goods supplied. Failing which the provision of Section 12 will apply.

Section 8 Warranty

8.1 For a period of six months following delivery Blaauw Products will repair to its best capacity any material, manufacturing and construction defects in the goods supplied provided the commissioner can demonstrate that there are such defects and they are reported within such period in detail to Blaauw Products in conformity with the provision of Section 9.2.

8.2 The warranty only relates to the goods or parts to be replaced. The commissioner does owe labor costs and initial driving charge in the warranty period.

8.3 All the parts replaced will become the property of Blaauw Products.

8.4 If within the warranty period a control system supplied to the commissioner by Blaauw Products becomes defect Blaauw Products put a replacement system at his disposal for a period of 30 days maximum free of charge.

8.5As to any parts purchased from third parties Blaauw Products does not give any warranty beyond such warranty as provided by such third parties to Blaauw Products. At request Blaauw Products will forward the warranty provisions in question to the commissioner.

8.6 As to the work of installation repair or rehaul carried out by Blaauw Products a six months warranty is given of due performance of the work. If within such time-limit the commissioner can prove that the work in question was not duly performed, Blaauw Products will carry out the agreed work once more. In that case the commissioner will not be charged any labor costs but will have to pay the initial driving charge.

8.7 The warranty provision becomes ineffective, if the defects, non-function or malfunction are, in full or in part, the result of incorrect, careless or inexpert use, any external causes such as for instance fire or water damage, government rules or any changes which the commissioner has made or ordered to be made to the supplied goods or parts thereof without the permission of Blaauw Products.

8.8 Any work and costs of repair outside the context of this warranty will be charged by Blaauw Products in conformity with the rates applicable at such time.

8.9 Any alleged non-performance by Blaauw Products of its warranty obligations does not release the commissioner from the obligations resulting from any agreement concluded with Blaauw Products.

Section 9 Liability

9.1 The liability of Blaauw Products for non-conformity of any goods supplied by it or incorrect performance of any work carried out by it, is explicitly limited to compliance with the warranty obligations described in Section 8.

9.2 Any complaints about defects should be made within 30 days following their establishment in writing and with due description to Blaauw Products, lacking which Blaauw Products is entitled to consider any entitlement to the warranty as described in Section 8 to have become ineffective.

9.3 The liability of Blaauw Products for damage by reason of imputable failure under this agreement, is limited to compensation for direct damage up to an amount which is in reasonable proportion to the price agreed for the performance, but will never exceed the sum paid out under the liability insurance taken out by it in the case concerned.

9.4 The liability of Blaauw Products for indirect damage such as inter alia consequential damage, loss of profit, damage due to business stagnation, injury to persons, and damage to goods, is expressly excluded save any liability insurance taken out by it for such case provides any coverage. In that case compensation of the damage is limited to the maximum sum paid out under the liability insurance in the case concerned.

9.5 If Blaauw Products has not been commissioned to install but nevertheless provides assistance and aid to the commissioner upon installation – regardless the nature thereof – this will be done entirely at the risk of the commissioner.

9.6 The commissioner indemnifies Blaauw Products from all and any third-party claims by reason of product liability resulting from a defect in the good supplied by Blaauw Products, in particular if the commissioner has supplied a good to a third party which (also) consisted of any good supplied by Blaauw Products.

Section 10 Force Majeure

10.1 Neither party is committed to perform any obligation if it is impeded to do so due to force majeure. Force majeure is also understood to mean any stagnation in transport, accident or illness of staff, strikes, import restrictions or any other restrictions made by the government, or non-imputable failure of suppliers of Blaauw Products.

10.2 If the state of force majeure has lasted for more than ninety days the parties are entitled to cancel the agreement in writing, without being held to pay any damages on that account.

10.3 Any act or good already supplied by Blaauw Products under the agreement which resulted into partial performance of the agreement should be paid by the commissioner pro rata to Blaauw Products in that case.

Section 11 Export

11.1 In case of export of goods, parts or software by Blaauw Products the relevant export provisions apply. The commissioner will indemnify Blaauw Products from all and any third-party claims relating to any violations of applicable export regulations to be imputed to the commissioner.

Section 12 Non-Performance by Commissioner

12.1 If the commissioner does not perform any (payment) obligation resulting from this agreement or any other agreement concluded with Blaauw Products, Blaauw Products is entitled to postpone any deliveries and to interrupt any deliveries already started, as well as to suspend its warranty obligations under Section 8 until such time that the commissioner has fully complied with its obligations to pay the claimable sums resulting from this or any other agreements with Blaauw Products in full.

12.2 In that case, as also in case of bankruptcy or suspension of payment, cessation of business or liquidation of the company of the commissioner Blaauw Products is also entitled to cancel the agreement without any notice of default and to recover any losses incurred or to be incurred by it from the commissioner.

12.3 Blaauw Products is entitled to require security for payment from the commissioner at any time desired by it, and to postpone delivery, or if already started, interrupt delivery until the required security has been given.

Section 13 Applicable Law and Choice of Forum

13.1 To the agreements concluded by Blaauw Product and any disputes resulting from them Dutch law applies exclusively.

13.2 Any disputes resulting from this agreement falling under the jurisdiction of the District Court shall be presented to the District Court in Amsterdam in first instance.