General conditions

  
GENERAL CONDITIONS OF SALE, PAYMENT AND DELIVERY

of Clayre & Eef B.V., located in the Netherlands, 6081 PH Haelen, de Giesel 46.

Registered in the commercial register of the Chamber of Commerce and Industry for North Limburg under number 13043384

ARTICLE 1 - APPLICABILITY

1.1. All our promotions, offers and confirmations of orders by, agreements with and deliveries by Clayre & Eef B.V., hereafter referred to as “seller” shall be exclusively subject to the conditions under consideration.

1.2. No variation or addition to these conditions shall be effective unless expressly accepted in writing by seller. In such case deviation from these conditions only applies to that particular transaction.

1.3. A reference by buyer to his own general conditions of purchase or other conditions is shall not be accepted by seller.

ARTICLE 2 - PROMOTIONS AND OFFERS

2.1. All promotions and offers of seller, as well as price lists and brochures are valid for 60 days and are exclusive of VAT, unless expressly stipulated otherwise in the seller’s offer.

ARTICLE 3 - AGREEMENTS

3.1 An agreement with buyer does not come into force until a written order confirmation has been sent by seller or until seller completely or partially fulfills a delivery assignment.

3.2 In the event of a delivery assignment in various phases the agreement is deemed to have come entirely into existence when the first partial delivery takes place.

ARTICLE 4 - PRICE

4.1 All prices indicated by and agreed with seller are net, exclusive of VAT and exclusive of all other costs and expenses regarding to delivery and execution. 4.2 If, after the realization of the agreement, one or more cost price factors are increased, consequently seller reserves the right to adapt the prices of the goods to be delivered, even if this has taken place as a consequence of predictable circumstances at the time of the conclusion of the agreement.

ARTICLE 5 - DELIVERY AND RISK

5.1 Delivery has taken place:

a. if goods are collected by or in the name of buyer: by reception of goods;

b. by dispatch or transport with of a means of transport from seller or a transport company engaged by seller;

c. if the actual delivery of the goods doesn’t take place from the seller’s business premises: the moment the goods leave this other location.

5.2 Unless expressly stated otherwise, delivery shall take place ex warehouse.

5.3 The goods are from the moment of delivery ex warehouse at the buyer’s own expense and risk; also in case of delivery free of charge.

5.4 Damage during or connected with the transport of the goods will be at buyer’s risk. Buyer should ensure that the goods are properly insured, if desired. Seller will have no responsibility in this.

5.5 In the event that the goods are delivered to a third party at the buyer’s request, buyer remains responsible for the purchase price of these goods.

5.6 Seller reserves the right to execute C.O.D. deliveries.

5.7 If the goods haven’t been paid within 4 weeks after delivery, seller shall have the right to suspend the delivery. In that case, the buyer owes administrative charges of €50,- per order.

ARTICLE 6 - DELIVERY PERIOD

6.1 Indicated delivery periods are approximate only.

6.2 If no delivery period has been fixed, in writing buyer has to give seller at least one month time to execute the delivery before buyer can refer to the exceeding of the delivery period.

6.3 Exceeding of delivery times shall not give buyer any entitlement to compensation, nor shall the buyer have the right to dissolve the agreement c.q to have the agreement dissolved.

ARTICLE 7 - DEMAND AND PURCHASE

7.1 An order on demand means an order whose delivery time depends on a buyer’s demand. If the moment of demand has not been agreed, the delivery date c.q. last day of the delivery period will apply.

7.2 In the event of an order on demand, delivery has to occur within a period of 15 working days after reception of the written demand by buyer, unless expressly stated otherwise.

7.3 If buyer has not made a demand within 4 weeks after the demand period or at least after the delivery date c.q. last day of the delivery period, seller shall have the right to suspend the delivery and the buyer owes administrative charges of € 50,- per order on demand.

ARTICLE 8 - PAYMENT

8.1 Unless agreed otherwise, all invoices will be paid in full, free from any deduction, discount or settlement to a bank account number provided by seller. All risks and costs related to payments by giro or by bank as well as costs in connection with payment by documentary credit are at the buyer’s expense.

8.2 Payments made by buyer will be applied first to any interest and costs due, then to outstanding invoices, beginning with those outstanding the longest, even if buyer states that the settlement relates to a subsequent invoice.

8.3 If the buyer fails to pay within the agreed terms, he shall be deemed to be in default by operation of law and the seller, without needing to give any notice of default, shall be entitled to charge the buyer with interests as from the due date at the rate of 1% per month as well the extrajudicial costs which will be set at 15% of the sum due, with a minimum of € 250,-. All costs of collection, both legal and extrajudicial, shall be payable by buyer. In the event of bankruptcy, suspension, insolvency of the buyer or liquidation of his company, the seller shall be entitled to demand immediate payment of all the amounts due by the buyer.

ARTICLE 9 - RESERVATION OF TITLE

9.1 Seller shall remain the owner of the goods delivered, as long as the buyer fails to pay the sums due to seller in respect of the consideration for the agreement between the two parties in order to secure the payment, without exception; until the title to the delivered goods has passed to the buyer, the buyer shall not be entitled to alienate, pawn, pledge or mortgage the goods, nor to hire out, give in use or otherwise remove from his premises, unless reselling is the company’s main activity, which gives him the right to do so. This right to resell expires though if the re-seller has been declared bankrupt or has requested a suspension of payment.

9.2 Seller with respect to whom a buyer is in default, is entitled to consider that this default refers to all agreements concluded with the seller. In the event of a default related to the respect of the agreement, seller is entitled to partially maintain the agreement.

ARTICLE 10 - PLEDGING

In the event of re-sale to a third party of the goods delivered but not yet paid by buyer, buyer is obliged to immediately, after having made his claim to a third party, assign this claim to seller to a maximum amount for which seller has sold the goods to buyer in order to secure the payment of the purchase price to seller.

ARTICLE 11 - FORCE MAJEUR

11.1 As a default under the agreement shall be understood to mean any circumstance which reasonably could not have been expected at the time of the conclusion of the agreement and which lies beyond the control of seller and which prevents a normal execution of the agreement including strikes, temporary or permanent disruptions in the business of the seller’s suppliers, temporary or permanent disruptions in the business of the transporters engaged during the execution of the agreement, strikes and calamities such as fire in the business of seller.

11.2 In the case of being unable to execute the agreement as a result of force majeur of a temporary nature, both parties shall be entitled to suspend the execution of the agreement until the difficulties are solved.

11.3 If the inability to comply with the agreement is of a permanent nature, the agreement between the parties hereto will be dissolved.

ARTICLE 12 - COMPLAINTS

12.1 Complaints regarding to externally visible and other defaults should be reported to seller within 10 working days after the actual delivery. In the event of exceeding this period all rights to claim expire in this.

12.2 Every right of complaint expires when the goods have been completely or partially taken into use. Concerning the application of this clause, each partial delivery shall be considered as an individual delivery. Buyer is not entitled to return the goods about which he complaints, without authorization of seller. In the event of established damage to the packing, buyer must report this to seller within 24 hours after reception of those goods.

ARTICLE 13 - RETURNS

13.1 In the event of goods returned without prior authorization of seller all shipping costs are at the buyer’s expense. In that case seller shall be entitled to have the goods stored at a third party at the risk and expense of buyer or have them at his disposal. Any unauthorized returns will not qualify for a refund. Regarding to the real costs of or connected with returns and the related measures taken by seller, their specification shall be binding on buyer, unless the contrary is proved.

13.2 Returns due to an incorrect order by buyer are, after seller’s approval, credited deducting 10% for the incurred costs with a minimum of 50,- per case. Shipping costs of returns are at the buyer’s expense, unless they take place because of an error of seller.

ARTICLE 14 - LIMITED RESPONSIBILITY

14.1 Seller is not responsible for the actions of subordinates and/or third parties whom he takes on during the execution of the agreement.

14.2 If seller is responsible for any consequential losses, for any reasons whatsoever, these will be limited to the sum insured of the responsibility insurance taken out by seller, if this responsibility can be insured under acceptable conditions. Furthermore, the responsibility is limited to the invoice value of the goods.

ARTICLE 15 - DISPUTES AND APPLICABLE LAW

15.1 Any agreements concluded between the parties shall be governed by Dutch law.

15.2 Any dispute arising between the seller and the buyer shall be exclusively referred to the competent court in Roermond, unless seller prefers to refer the dispute to the court which has jurisdiction according to the law.

Filed at the court in Roermond on 1 July 2003

A copy of these Conditions is on demand available at seller.