GENERAL CONDITIONS OF SALE AND DELIVERY Article 1 Applicability 1.1 When these conditions are part of offers and agreements to perform deliveries and/or services by Contractor, all provisions of these conditions shall apply between parties, in so far as a specific written agreement between parties does not deviate from this. A reference by Client to his own purchase or conditions shall be emphatically rejected by Contractor. 1.2 In these conditions the following definitions shall apply: - Contractor: the party who refers to these conditions in his offer and/or confirmation of the assignment; - Client: the party to whom the offer and/or confirmation of the assignment is directed. 1.3 All offers - also including quotations, brochures and price lists of Contractor shall be free of obligations and can be cancelled without being prescribed by regulation, even after acceptance by Client. 1.4 An acceptance of the offer of Contractor, as referred to in article 1.3, which deviates from that offer, shall be regarded as a rejection of the original offer and as a new offer that does not have a binding effect on Contractor. This shall also apply if the acceptance only differs from this offer with regard to minor points. 1.5 The annulment and/or nullity of any provision of these conditions shall not affect the validity of the other provisions of these conditions. Article 2 Prices 2.1 All prices in the offers mentioned by Contractor, as referred to in article 1.3, shall only apply to those offers and can be revised until the moment that the offer has been accepted by Client in writing. 2.2 In addition, the prices after concluding the agreement can be increased by reason of external factors, such as an increase of taxes, external supplier prices, exchange rates, raw materials, freight charges, wages and/or social insurance charges, import duties, levies or other expenses. 2.3 The stated prices shall always exclude VAT and any outstanding import and export duties and other government charges applying to the sale and delivery and are based on delivery ex-factory (EXW) according to the Incoterms that apply on the date of the offer.. Article 3 Delivery time implementation of the work 3.1 The delivery time shall only be stated approximately, unless explicitly agreed otherwise, and can never be considered as a final deadline, unless explicitly agreed otherwise. Failing to meet the delivery on time shall in any case not entitle Client to a compensation or a dissolution of the agreement. Neither can Client claim a dissolution of the agreement in this case. 3.2 Contractor shall be entitled to suspend the further implementation of the work, as long as Client has not complied with all his obligations towards Contractor. This right of suspension shall apply until the moment that Client has observed his obligations as yet, unless Contractor has made use of his right to dissolve the agreement in the meanwhile. All this shall not affect the entitlement of Contractor to compensation. 3.3 The agreement concluded by Contractor shall be carried out to the best of the ability of Contractor. Deviations of a minor nature shall not entitle Client to dissolution and/or compensation. Client who is of the opinion that the performance of Contractor does not comply with the agreement shall be obliged to inform Contractor about this by registered post - at the risk of forfeiting all rights within eight days after he established or could have established the inadequacy. Busch is certified for ISO-9001 and VCA**.
3.4 With regard to the delivery time, the product shall be considered to have been delivered, when inspection in the company of Contractor has been agreed, when it is ready for inspection, and in other cases when it is ready for shipment, all this after Client has been notified about this in writing and without prejudice to the obligation of Contractor to comply with any assembly /installation obligations. Article 4 Risk 4.1 The risk of goods supplied by Contractor shall pass to Client at the moment of delivery according to the agreed Incoterms that apply at the moment of the offer. If no Incoterms has been agreed, the risk shall pass to Client at the moment of delivery according to the Incoterms ex-factory (EXW). 4.2 In the event of delivery on a call-off basis the risk shall pass to the other party as soon as the goods have been separated for Client at the site of Contractor. Article 5 Circumstances beyond one s control 5.1 Circumstances beyond the control and/or fault of Contractor which are of such a nature that observance of the agreement cannot be required anymore (in full) in reason by Contractor, even if this could already have been expected at the time of the conclusion of the agreement, shall entitle Contractor to dissolve the agreement wholly or partly and/or suspend its implementation without any obligation to compensate. 5.2 If circumstances as referred to in the previous paragraph of this article, including: non-delivery, incomplete and/or delayed delivery by the suppliers of Contractor, terrorism, war and war risk, entire or partial mobilisation, import and export bans, measures by Dutch and/or foreign government bodies which make the implementation of the agreement more inconvenient and/or more expensive than expected when concluding the agreement, frost, work strikes and/or factory sit-ins, epidemics, traffic disturbances, loss or damage with transport, fire, theft, failures in deliveries of energy, defects to machines, both in the company of Contractor and with third parties from whom we have to purchase the required materials or raw materials partly or wholly and, furthermore, all other causes, caused through no fault of Contractor. Article 6 Liability 6.1 The liability of Contractor shall be limited to observing the guarantee obligations described in article 7. Contractor shall never be liable for whatever damage, including trading loss which may arise for Client from an agreement concluded with Contractor. Unless it involves intent or wilful recklessness of employees of Contractor in managerial positions, Client shall be obliged to indemnify or compensate Contractor with regard to all claims of third parties to compensate damage. Article 7 Guarantee 7.1 Without prejudice to the restrictions referred to below Contractor shall guarantee both the soundness of the product supplied by him (not being a service) and the quality of the material used and/or supplied for this, both with regard to defects to the supplied product which cannot be observed with an inspection or in takeover tests, with regard to which Client proves that they occurred within 6 months after the delivery according to article 3, paragraph 4, solely or mainly as a direct consequence of an incorrectness in construction applied by Contractor, or as a result of a poor workmanship of inadequate material. 7.2 Paragraph 1 shall apply by analogy to defects which cannot be observed with an inspection or takeover tests, which are solely or mainly caused by unsound assembly/installation by Contractor. If assembly/installation of the product is done by Contractor, the guarantee period of 6 months referred to in paragraph 1 shall commence on the day that the assembly /installation by Contractor has been completed, on the understanding that in this case the guarantee period shall end in any event when 12 months have expired after the delivery according to article 3 paragraph 4. 2 of 5
7.3 The defects coming under the guarantee referred to in paragraph 1 and paragraph 2 shall be solved by Contractor through repair or replacement of the defective component, whether or not in the company of Contractor, or by sending a component for replacement, all this always to be decided by Contractor. All costs, which exceed the sole obligation as described in the previous sentence, such as but not limited to transport costs and travel and accommodation costs, as well as costs of disassembly and assembly/installation, shall be paid by Client. A new guarantee period of 6 months shall apply to repaired or replaced components, on the understanding that each guarantee shall terminate as soon as 12 months after the delivery according to article 3, paragraph 4, have expired or, when paragraph 2 applies, as soon as 18 months have expired. 7.4 Unless agreed otherwise, a guarantee shall only be given for the soundness of the implementation of the assigned work for a period of 6 months for repair, revision and maintenance work and similar services carried out by Contractor that are not covered by the guarantee. This guarantee shall include the sole obligation of Contractor to perform the work in question again in the event of defectiveness, in so far as the work has been performed inadequately. The second full sentence of paragraph 3 shall apply by analogy. In that case a new guarantee period of 6 months shall apply, on the understanding that each guarantee shall terminate as soon as 12 months have expired after the original work. 7.5 No guarantee shall be given for inspections, advice and similar services carried out by Contractor. 7.6 The guarantee shall in any case not include failures that occur in the following or are partly or wholly the result of: a. the non-observance of operating and maintenance instructions or other use than the envisaged normal use; b. normal wear; c. assembly/installation or repair by Client or by third parties; d. applying any maintenance instruction regarding the nature or quality of the applied materials; e. used materials or items used in consultation with Client; f. materials or items that were provided by Client to Contractor for processing; g. materials, items, work methods and constructions, in so far as applied at the explicit instruction of Client, as well as of materials and items supplied by or on behalf of Client; 7.7 If Client fails to comply with any obligations, or does not comply with any obligations adequately or on time, which arise for him from the agreement concluded with Contractor or from a related agreement, Contractor shall not be obliged to observe any guarantee, under whatever name, with regard to any of these agreements. If Client proceeds to disassemble, repair or perform other work with regard to the product or if Client commissions others to disassemble, repair or perform other work with regard to the product, both without prior written approval of Contractor, all claims on the basis of the guarantee shall lapse. 7.8 If Contractor replaces components/products in order to comply with his guarantee obligations, the replaced components/products shall be owned by Contractor. 7.9 The alleged non-observance by Contractor of his guarantee obligations shall not discharge Client from the obligations that arise for him from any agreement concluded with Contractor. Article 8 Retention of title and provision of security 8.1 Contractor shall retain the right and property of all goods supplied by Contractor until the moment of full payment of the price of all goods (still) to be supplied by Contractor to Client, as well as of any claims for work to be carried out by Contractor (as yet) as part of the delivery of goods and any claims by Contractor against Client because of his failure in observing the agreement concluded with him, including collection costs, interest and fines. 8.2 The retention of title shall first take place after the full payment of all claims, as referred to in the previous paragraph. 3 of 5
8.3 If and in so far as Contractor did not receive any payment in relation to the demandable claims with regard to which Contractor has retained the ownership of the supplied goods, Contractor shall be entitled to take our goods back without notice of default and without any judicial intervention and, moreover, Contractor shall be irrevocably authorised by Client, in so far as necessary, if this situation arises and Client shall be obliged to grant Contractor access to all areas that are used in his company, all without prejudice to the right of Contractor to claim compensation from Client. 8.4 We also have the right as described in paragraph 3 in the event of suspension of payment, application for a moratorium, bankruptcy or winding-up of businesses of Client. 8.5 Client shall be entitled to resell the goods supplied by Contractor, of which we have the ownership, for Contractor, however only in so far as this is usual within his normal business operations, unless we informed Client that he is not authorised anymore to do this. 8.6 As soon as we lose the ownership of items supplied by Contractor for whatever reason, Client shall be obliged, upon first request of Contractor, to establish a non-possessory pledge on these items as a security for the payment of all current and future claims of Contractor against Client, including collection costs and interest in this respect. In default thereof all our claims shall be immediately due and payable and we shall be entitled to proceed with the dissolution of the agreement(s), without prejudice to the entitlement of Contractor to compensation. 8.7 Client shall not be allowed to establish a non-possessory pledge for a third party on items supplied by Contractor, irrespective of whether we still own these items or not. 8.8 As long as the purchased and supplied items have not been fully paid, and also before we proceed with the delivery, we shall always be allowed to demand a bank guarantee, that is to say, a security to be considered equal with this, as a security for the payment of the payable amount or for the outstanding amount after the delivery. If there is a consumer sale by Contractor for the purposes of Section 5 of Book 7 of the Dutch Civil Code, Client can be obliged to pay at most half of the purchase price in advance. 8.9 As long as the security referred to in paragraph 8 has not been furnished, we can suspend the delivery and/or declare the current agreement to be dissolved without judicial intervention, without prejudice to the entitlement to observance and/or compensation of Contractor. Article 9 Payment 9.1 Unless explicitly agreed otherwise, payment shall take place within 30 days after the invoice date. 9.2 If no payment has taken place within 30 days after the invoice date, Contractor shall be entitled to charge an interest equal to the statutory interest, as stated in Section 119a of Book 6 of the Dutch Civil Code and Section 120 of Book 6, paragraph 2 of the Dutch Civil Code, increased by 3 percentage points per year, whereby a part of a month is considered to be a full month. 9.3 If the invoice amount has not been paid in full on the day of demandability, Client shall be in default by the sole expiry of the period without any warning or notice of default being required. Contractor shall then be entitled to dissolve the agreement without any judicial intervention, whereby the rights to which Contractor is entitled, as referred to in the previous paragraphs of this article, shall remain unaffected. Furthermore, Client shall then be obliged to compensate Contractor for all costs Contractor has to incur in order to collect the outstanding amounts: a) All judicial and extrajudicial costs regarding the collection of the claim; b) the costs of bankruptcy petition; c) the storage costs in the event of suspension of the delivery. 4 of 5
Article 10 Compensation/set-off/suspension 10.1 Client shall not be allowed to compensate any amount that he has to pay to Contractor with amounts which we may have to pay to him. 10.2 In the event of a temporary impossibility to deliver, Client shall not be entitled to suspend the payment. 10.3 Client shall also not be entitled to suspend the payment on account of this agreement in connection with any other agreement concluded with Contractor, in so far as it concerns a natural person who does not exercise a profession or operate a business. Article 11 Disputes 11.1 All disputes between Client and Contractor, which may arise from the agreement concluded by Contractor with Client, shall be settled at our option by the court that is competent on account of the statutory competence rules or by the competent court in the district of our actual business address. 11.2 A natural person who does not exercise a profession or operate a business shall be entitled to choose the court that is competent by law to settle the dispute within one month after we referred Contractor in writing to the provisions in this article with respect to him. Article 12 Dutch law applies. 12.1 Dutch law shall apply to all actions performed by Contractor, including agreements concluded by Contractor. The applicability of the Vienna Sales Convention shall be excluded. 5 of 5