General Terms & Conditions

These terms and conditions are applicable to all offers and all orders/agreements for execution of work and of sale and purchase by Wedge Technische Handelsmaatschappij. In these terms and conditions the offering/selling party is referred to as Seller, being Wedge Technische Handelsmaatschappij, while the other party is referred to as Client. Standard Terms and Conditions of the Client are not applicable unless the Seller accepts these in writing. 2. Offers/Tenders All offers are free of obligations/engagements unless otherwise stated. Offers are based on data, drawings etc. supplied by the Client upon possible request. The Seller may consider the aforementioned supplied data, drawings etc. being correct. The listed prices are valid for delivery off Oosterhout, not including VAT. Unless explicitly stated in the order/agreement the contents of folders and printed matter do not have a binding effect. 3. Rights of Industrial and Intellectual property Unless otherwise stated, the Seller remains proprietor of copyrights, including all other rights of intellectual or industrial property on designs, sketches, pictures, drawings, and/or models supplied by the Seller. These items remain his property and may not be copied, shown to third parties or used in any way without specific and written authorization by the Seller, irrespective of costs billed to the Client by the Seller. The Client shall return the aforementioned items to the Seller upon first request by the Seller. Failure to comply will be fined with NLG 1000,- per day. 4. Packaging Necessary packaging material will be billed against cost price and will not be taken back by the Seller. The Seller will judge the necessity of the use and choice of packaging materials.

5. Advise, Design and Materials Information and advice supplied by the Seller are of a general and informal nature. Seller does not accept responsibility or liability for designs by or through the Client or for any advises based on such designs. The Seller remains responsible for the functional suitability of the materials prescribed by the Seller. Functional suitability is the suitability of the material or of the part for the purpose for which it is meant according to the Seller's design. The Client takes full responsibility and liability for self-made designs. In addition referral can be made to the warranty clauses. In case of a commission for manufacturing or construction according to a Client's specification or design the Seller takes only responsibility and liability for correct execution of the commission and for the suitability of those materials that are not specified by the Client. It is the Client's right to have those materials that are not specified by the Client examined at own cost by a third party. After implementation and processing of those materials the Client cannot make objections about functional unsuitability of the material or about any other shortcoming that could have reasonably been detected during earlier investigations. If the Client wishes to transfer the responsibility for the Client's own design to the Seller then the latter is not obliged to accept this responsibility. The Seller is to be given ample time to decide in this matter and shall be given all data, documentation and time necessary to study the complete design and to perform calculations. No demand shall be made to the Seller to perform the actions as described in Section 5 at own cost, unless in the written offer is stated that the Client wishes to carry-over the responsibility to the Seller. Seller will not accept any responsibility for parts, components and/or material supplied or prescribed by the Client. 6. Agreements Agreements of whatever nature are only valid after explicit acceptance by the Seller. This explicit acceptance comes into existence with a written confirmation by the Seller or with the fact that the Seller executes the agreement. Agreements with subordinate personnel of the Client are not legally binding unless the Client in writing has confirmed them. Subordinate personnel are all personnel without signatory power. 7. Time and place of deliveries Deliveries take place off Oosterhout. Time of delivery will be set by approximation. This time is in effect when agreement is made about all technical details and after availability of all necessary data, drawings, etc. to the Seller and after agreed (partly-) payments have been made. Time of delivery will be determined expecting that Seller is able to work as was foreseen at the time of the agreement and is supplied with the necessary materials. Failure to comply with the term of delivery shall only grant reimbursement when agreed to in writing. When Client does not accept goods or these goods cannot be installed after the delivery term they will remain at the Seller's disposal and will be stored at his cost and risk. 8. Unfeasibility of the order/order/agreement When, after an order/agreement has been agreed upon, the Seller cannot comply with that order/agreement due to circumstances not known to the Seller at the time of the order/agreement, then the Seller has the right to demand alteration of the contents of the order/agreement so that the execution of the work remains possible. Furthermore Seller may suspend the execution of the order/agreement and will not be liable for this fact when he temporarily cannot execute his obligations due to changes in circumstances beyond his influence. Circumstances that cannot reasonably be expected and are beyond the influence of the Seller also are cases in which suppliers or subcontractors do not deliver in time or damages by fire, strikes, work stoppages, bans on import or export and loss of materials to be processed. No authority for suspension exists when execution is permanently impossible or in case of a temporary impossibility to comply in more than 6 (six) months. In the latter case the order/agreement shall be suspended without any right for reimbursement of either party of any costs resulting from the suspension. In case the Seller has partly observed the order/agreement he is eligible for a proportional part of the agreed price for the work and costs incurred. 9. Liability Seller may only be held liable for damages being a direct and exclusive result of his omissions with the respect that only costs of damages will be reimbursed for which the Seller has arranged insurance(s), or, within all reason and regarding the common practices of the line of business, should have arranged insurance(s). The following limitations will be in effect: Commercial damages not to be reimbursed, like process interruption, costs for storage and/or parking/stowing, loss of income, etc. If desired the Seller shall insure oneself for aforementioned damages. Seller shall not be held responsible or liable for damages caused by serious misconduct or wrongful intent by assisting personnel. The reimbursement of damages by the Seller will be moderated to the price to be paid by the Client for goods and advises of Wedge Technische Handelsmaatschappij bv. Client shall indemnify Seller from any third party claim to the Client concerning the use of drawings, samples, models, model plates or any goods or data sent by the Seller to the Client and Client is liable for all costs concerning the above mentioned items.

10. Warranty Seller warrants the correct execution of the agreed work regarding construction and material, as far as the Seller was free to select the materials and methods. The Seller shall at no cost substitute all parts that show a defect due to improper construction and/or inferior material within three months after delivery. The parts to be substituted shall be sent to the Seller free of charges for transport and will become property of the Seller. Assembly and disassembly takes place at the Client's cost. When the agreement/order implies processing of material sent in by the Client the Seller shall guarantee reliability of the executed processing. In case this processing is found to be unreliable within three months after delivery the Seller may correct the fault or credit the Client for a proportional part of the bill or have the process redone provided that the Client supplies new material at his own cost. In case of inferior deliveries the Seller has the right, after returning that delivery free of transport charges, to completely credit the Client or repair the inferior delivery or deliver a substitute. Client shall always give the Seller the opportunity to carry out corrective actions. Malfunctions caused by normal wear and tear, improper treatment, improper or incorrect maintenance or malfunctions occurring after repair by or through the Client or third parties are not included and/or covered by the warranty. The warranty is only valid when Client has complied with all his obligations towards the Seller (financial and other), or has deposited sufficient security. 11. Transport All goods are from the moment of shipping transported for risk and cost of the Client. When Seller takes care of the transport the Client is liable for all damages connected with the transport. Client will insure this risk. When an appeal on article 11.1 cannot be made, the Seller shall not be held liable for reimbursement exceeding the reimbursement covered by the insurance policy for loss of damage during transport and he shall transfer his claim on the shipping company or the insurance company to the Client upon the latter's request. 12. Uncollected goods When Client does not collect (and fails to make due payments for costs incurred) goods that are his property, but being possessed and made available to the Client by the Seller, the latter has, after a time period of one month after he made the goods available for collection, the right to sell or have sold these goods for or in behalf of the Client. He shall first order the Client in writing to collect the goods. The revenues of the selling shall be returned to the Client after reduction of unsettled bills and costs involved, including costs of storage. 13. Payment Failure to settle sent bills within one month after the billing date results in the right for the Seller to bill the client for reimbursement of the interest loss, equal to the legal interest with a minimum of 10% per annum, where interest for a part of a month will be regarded as interest for a whole month. Further to article 13.1 Seller is also entitled to claim all extrajudicial costs, caused by untimely payment. Extrajudicial costs are to be reimbursed by the Client every time the Seller has to make use of his insurance for hiring a third party in the aforementioned matter. These costs shall be calculated according to the tariff for payments as advised by the Netherlands Order of Solicitors. The simple fact that Client has insured himself for assistance of a third party is the indication of the magnitude of and obligation to payment of the extrajudicial costs. When Client files a petition of bankruptcy of the Seller, the latter owes the Client, next to the main amount, interest and extrajudicial costs, also the costs of filing bankruptcy. When in a legal process the Seller is found for the plaintiff in whole or in part, the Client shall pay all costs the Seller has made for the legal procedure. Payments made by the Client always cover in the first place all indebted interest and cost, and in the second place the due bills, starting with the earliest, even when Client proclaims that the payments made were to settle a later dated bill. 14. Claims or complaints Client cannot appeal for lack of performance when he has not claimed in writing to the Seller for a deficiency or failure within eight days after having noticed or reasonably could have noticed this within the warranty period. He shall state in writing about the nature of the failure and when and how it was determined. Complaints about bills shall be made in writing within eight days after receipt of the bill. Client loses all rights and qualifications he should have because of an eventual Seller's lack of performance when he did not file a claim within the aforementioned period and/or if he did not allow the Seller to correct failures or deficiencies. 15. Change of prices The agreed prices are based on cost of material and wages valid on the day of the offer. If and in so far the period between the date of the offer and the delivery of the goods or work exceeds six months and the wages, prices of materials etc. have changed during that period, then the agreed price shall be changed accordingly and in proportion. The payment of an eventual extra price as described in this article shall be made together with the main amount. 16. Reservation of title and right of lien Client shall become proprietor of goods delivered or to be delivered by the Seller under suspensory condition only. Seller remains proprietor of delivered goods or goods to be delivered as long as Client has not settled claims or requisitions of the Seller concerning consideration of the agreement. Seller also remains proprietor of the delivered goods or goods to be delivered as long as the Client has not paid work as a result of an agreement, finished or unfinished, and as long as Client has not settled claims or requisitions caused by failure to comply with such agreements, included claims for fines, interests and costs. Client is, as long as he has not settled aforementioned claims or requisitions, not entitled to endorse a right of lien or a right of lien without property on goods delivered by the Seller and he shall comply on Seller's first demand with claims of third parties who want to endorse such rights by declaring that he is not entitled for endorsement of a right of lien. In case Client fails to meet any agreed obligation to the Seller concerning sold goods or work to be finished, then the Seller is entitled without further order to take back the goods concerned, including the originally delivered goods as well as the new aforementioned goods. Seller mandates Client to enter the site where these goods are located. Seller supplies Client full property of delivered goods under proviso of right of lien to the Seller, for other claims, at the moment when Client has complied with all his obligations and requisitions resulting from the agreement or from similar agreements. Client shall cooperate with all actions required in this case. 17. Dissolution Total or partial dissolution of the agreement takes place by written declaration by an entitled person. Before Client addresses a written declaration of dissolution to the Seller he shall always first order the Seller in writing and give him ample and reasonable time to fulfill his obligations or to correct shortcomings, which should be clearly reported by the Client. Client is not entitled to the dissolution of the agreement partial or in whole or delay execution of is obligations or requirements in case Client himself already failed to meet his obligations or requisitions. When Seller agrees to the dissolution, without existing failure on his behalf, he is always entitled to a reimbursement of all loss of capital like costs, loss of interest and reasonable costs made for the assessment of damage and liability. In case of a partial dissolution Client cannot claim the undoing of Seller's performance already made in the framework of the agreement and Seller remains entitled uncurtailed to payment of this performance. 18. Applicable law Netherlands law applies to all agreements. The regulations of the buying treaty of Vienna are not applicable; neither is any future international agreement concerning purchase of moveable tangible goods which effect can be excluded by both parties. All disputes resulting from offers, tenders and agreements, whatever called, shall be subject to judgement of a civil court qualified in the place of establishment of the Seller, unless legal regulations dictate otherwise. Made in Oosterhout (NL) on April 13, 1995 by: Wedge Technische Handelsmaatschappij