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General Terms and Conditions

Article 1. General

1. These conditions are applicable to any tender offer and agreement between Parts-Wise BV, hereinafter referred to as "User", and Other party to which these User Terms are applicable, to the extent that these conditions are not expressly denied in wirting by both parties.

2. These conditions also apply to agreements with user, the execution of which by third parties should be involved by user.

3. These general conditions are also written for the employees of User and its management.

4. The applicability of any purchase or other conditions of the other party is explicitly rejected.

5. Should one or more provisions of these terms and conditions at any time in whole or in part become invalid or be destroyed, it remains that these general conditions apply in full. User and the other party will enter into negotiations to develop new rules to replace the invalid or void provisions to be agreed, as much as possible the purpose and intent of the original provisions are observed.

6. If uncertainty exists regarding the interpretation of one or more provisions of these terms and conditions, then the explanation must be found in the spirit of these provisions.

7. Should a conflict rise between parties regarding conditions that are not regulated in these terms and conditions, this situation should be judged by the spirit of these terms and conditions.

8.In case user does not always require strict compliance with these conditions, it does not mean that its provisions do not apply, or user in any degree would lose the right in other cases the strict observance of the provisions of these terms and conditions.

Article 2 Offers and Deals

1. All bids and offers of user are non binding, unless a deadline for acceptance is made in the quotation. A tender offer expires if the product on which the offer relates, in the meantime is no longer available.

2. User can not be held to bids or offers if the Other party can reasonably understand that the bids or offers, or any part thereof, had been an obvious mistake or error by User.

3. In a bid or offer prices are excluding VAT and other government levies, such as contract costs, including travel and subsistence, shipping and handling, unless otherwise indicated.

4. If the acceptance (or non-subordinate items) deviates from the tender offer or the offer included then User is not bound. The agreement is not in accordance with said deviating acceptance, unless user indicates otherwise.

5. A compound quotation shall not oblige user to execute part of the assignment against a corresponding part of the price. Offers do not automatically apply to future orders.

Article 3 Duration of the Contract, delivery, implementation and modification agreement

1. The agreement between User and the Other party is for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.

2. For the completion of certain work or supply an agreed delivery time will be agreed upon in certain cases. This however, is never a deadline. In case a delivery term is not met, the other party should send User a written notice of default. Other party must include a reasonable term to be offered to implement the agreement.

3. If user needs data of the Other party for the implementation of the agreement, implementation captures the time not earlier than when the Other party correctly and completely made it available to User.

4. Delivery is done from the business address from User. The other party is obliged to take things at the moment they are made available to him. If the Other party refuses or fails to provide information or instructions necessary for the delivery, User is entitled to store the goods at the expense and risk of the Other party.

5. User has the right to have certain work done by third parties.

6. User has the right to implement in different phases and thus invoice in different phases.

7. If the agreement is implemented in phases, implementation of the parts belonging to a following stage can be suspended by User until the Other party agrees to the results of the preceding stage in writing.

8. If during the execution of the agreement shows that for a proper implementation it is necessary to amend or supplement, then parties are to discuss and by mutual agreement to amend the agreement to proceed. If the nature, extent or content of the agreement, whether or not at the request or indication of the Other party, the competent authorities et cetera, is amended and the contract would be qualitatively and / or quantitively changed, this may also have implications for what was originally agreed. This may mean that the initially agreed amount may be increased or decreased. User will send a quotation as soon as possible. By amending the agreement it may also mean that the initial period of implementation is to be changed. The other party accepts the possibility of amending the agreement, including the change in price and time of execution.

9. If the agreement is amended, including a supplement, then User shall be entitled to it only after having agreement is given by the user within the authorized person and other party has agreed to implement the specified price and other conditions, including the time when it will be implemented. Not or not immediately implementation of the amended agreement does not default User and is for the Other party no reason to terminate the contract. Without it in default, User may refuse a request to amend the agreement in case it results in qualitatively and / or quantitatively changes, for example, for the work or to be delivered items.

10. If the other party should be in default in the proper performance of which he held towards the User, then the Other party is liable for any damages (including costs) in support of the User thereby directly or indirectly.

11. If User fixed a price match with the Other party, User is nevertheless always entitled to increase this price without the Other party being entitled to the breach of contract in case the reason for price increase is resulting from a power or obligation under the law or regulations, or has its origins in an increase in the price of raw materials, wages etc. or any other grounds for concluding the contract reasonably foreseeable.

12. If the price, other than as a result of an amendment to the agreement, exceeds 10% and occurs within three months after signing the contract, then only the Other party that accrues to Title 5 Section 3 of Book 6 BW is entitled to cancel the agreement by a written notice, unless the User then is still willing to sign the agreement based on the originally agreed to perform, or if the price increase resulting from a power or a user's obligation under the law or if stipulated that the episode longer than three months after the sale will take place.

Article 4 Suspension, dissolution and termination of the agreement

1. User can suspend the fulfillment of the obligations, or terminate the agreement if:

- The Other party does not fully or timely comply with the obligations under the agreement;

- after the conclusion that user learns of circumstances giving good ground to fear that the other party will not fulfill its obligations of the contract;

- the other party was requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or insufficient in concluding the agreement;

If, due to the delay on the part of the Other party User can no longer be required to fulfill at the originally agreed conditions, User is entitled to terminate the agreement.

2. Furthermore, User is entitled to terminate the agreement if circumstances arise of such nature that fulfillment of the contract is impossible or if other circumstances arise of such a nature that the unaltered maintenance of the agreement is not reasonably met by User.

3. If the agreement is dissolved, the User's claims against the other party is immediately due and payable. If User suspends the fulfillment of the obligations, he retains his rights under the law and agreement.

4. If User suspends or dissolutes the agreement, he is in no way liable for damages and costs incurred in any way.

5. If the dissolution is attributable to the Other party, User is entitled to compensation for damages, including costs, thereby directly and indirectly.

6. If the Other party fails from obligations under the contract and this failure dissolution justifies, then User shall be entitled to cancel the agreement without any obligation and with immediate effect without paying any damages or compensation, while the other party is required to pay for damages or compensation.

7. If the agreement is terminated prematurely by User, User will, in consultation with the Other party, arrange for transfer of services to be provided to third parties. This unless the cancellation is attributable to the Other party. If the transfer of work leads to additional costs for User, they will be charged to the Other party. The Other party shall pay such costs within the period specified, unless User indicates otherwise.

8.In the event of liquidation, (application of) receivership or bankruptcy of attachment - when and where the herd within three months has been lifted - at the expense of the Other party, of debt or other circumstance that the Other party can no longer freely act about his available funds, the User is free to terminate or cancel the order or agreement with immediate effect, without any obligation to pay any damages or compensation. The User's claims against the Other party in that case is immediately due and payable.

9.If the other party placed an order and wholly or partially cancels this order, then the appropriate ordered or ready-made things, plus the potential logistical and delivery costs and the implementation of the reserved time, will all be charged to the Other party.

Article 5 Force Majeure

1. User is not obliged to perform any obligation to the other party if he is being hampered due to a circumstance that is not due to negligence, and by virtue of law, a legal action or generally accepted to be borne.

2. Force majeure is in these terms and conditions, apart from what the law and jurisprudence says, all external causes, foreseen or unforeseen, which user can not influence but which prevents user from his obligations, strikes at the firm of User or third party including. User has the right to invoke force majeure if the circumstance rendering (further) performance of the contract occurs after user should have fulfilled his obligation.

3. User can for as long as the force majeure continues suspend obligations under the agreement. If this period lasts longer than two months, then each party is entitled to terminate the agreement without any obligation to pay damages to the other party.

4. Insofar User at the time of the force majeure has fulfilled obligations under the Agreement already partially or will be able to fulfill, and this fulfillment has an independent value, User is entitled to invoice the already performed services or parts via a separate invoice. The Other party shall pay such invoice as if it were a separate agreement.

Article 6 Payment and collection costs

1. Payment must be made within 14 days after the invoice date, in a manner to be specified by user in the currency of the invoice, unless otherwise specified by the user. User is entitled to periodic billing.

2. If the other party defaults in the timely payment of an invoice, then the Other party is legally in default. The Other party is then charged an interest rate of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest is charged. The interest on the due amount will be calculated from the time the Other party in default until the moment of payment of the full amount owed.

3. With Other party payments, User has the right to stretch in the first place to reduce the costs, then deducting the interest still due and finally to reduce the principal and accrued interest.

4. User may, without being in default, refuse an offer of payment if the Other party appoints a different order for the allocation of his payment. User can refuse full payment of principal, if not also the cases and accrued interest and collection costs are paid.

5. The Other party is never entitled to deduct amounts charged by him to the User.

6. Objections to the amount of an invoice do not suspend the payment obligation. The Other party who does not deserve right to Section 6.5.3 (Articles 231 to 247 book 6 BW) is not entitled to suspend payment of an invoice for any other reason.

7. If the other party is in default or omission at the (early) time at fulfilling his obligations, all reasonable costs incurred in obtaining settlement out of court will be on behalf of the Other party. The extra costs are calculated on the basis of what in the Dutch collection practice is currently charged under the calculation method II report. If, however, User has received higher charges for reasonable but necessary collection, the actual costs will be charged to the Other party. Any judicial and execution costs will also be recovered from the Other party. The Other party is charged interest costs on of the debt collection charges if not paid within time.

Article 7 Retention

1. All delivered goods by User remain the property of the User until all obligations under the User agreement (s) is properly fulfilled by the Other party.

2. User supplied goods, who according to paragraph 1 of these terms, are under ownership rules, may not be resold and may never be used as payment by the Other party. The Other party is not entitled to have User's goods be pledged or otherwise encumbered in any way before full payment has been made to User.

3. The Other party is always expected to do what is reasonably expected of him to secure the property of User.

4. If third parties seize goods or want to establish a title or exercise rights on goods delivered under retention, then the Other party is obligated to notify User immediately.

5. The Other Party is obliged to insure delivered goods or to goods to be delivered and keep insured against fire, explosion and water as well as theft and the policy of this insurance will be made available on first request to User to inspect it. Any payment of the policy is entitled to User. Sofar as needed the Other party commits itself towards User to co-operate with all that in that context is necessary or desirable.

6. In case User wants to exercise property rights that in this article are designated, the Other party gives unconditional and irrevocable consent in advance to User and allows User to designate a third party to allow to enter all the places where the property of user is located and taking back the property of User.

Article 8 guarantees, research and advertising, limitation period

1. The to be delivered goods by User meet the usual requirements and standards that at the time of delivery could be seen as reasonable and normally used in the Netherlands. The guarantee mentioned in this article shall apply to matters that are intended for use within the Netherlands. When outside the Netherlands, the Other party should verify whether its use is suitable for that country and if the goods will meet the conditions they are made for. User may then set other guarantees and other conditions in respect of the supplied goods or activities that are to be traded.

2. The in paragraph 1 of this Article mentioned guarantee is valid for a period of 2 weeks after delivery, unless the parties have agreed otherwise. If the User guarantee is provided by a third party who produced the item, then the guarantee is limited to those provided by the manufacturer of the goods, unless otherwise indicated.

3. Any kind of guarantee will lapse if a defect is caused by or resulting from improper or inappropriate use or use after the expiry date, improper storage or maintenance by the other party and / or third party when, without written permission from User, the other party or parties to the goods have made changes or have tried to bring that other goods were confirmed that it has not been confirmed to be or if they were processed or edited in other than the prescribed manner. The Other party is not entitled to warranty if the defect is caused by or arising from circumstances where user can exert no influence, including weather conditions (such as but not limited to, extreme temperatures or rainfall), et cetera.

4. The Other party is obliged to (do) investigate the delivered goods immediately after the moment that things are made available and the relevant activities are carried out. It belongs to the Other party to investigate whether the quality and / or quantity of delivered corresponds with what was agreed and meets the requirements of the parties thereto have agreed. Any visible defects shall be reported within seven days after delivery. Any defects that are not visible immediately, but in any event within fourteen days of discovery thereof, User shall be reported in writing. The report shall be a detailed description of the defect, so that User is able to respond adequately. The Other party must give User the opportunity to do research regarding the complaint.

5. In case the Other party reports a complaint timely, this does not suspend its payment obligation. The Other party remains in that case also required to accept and pay for the ordered goods.

6. If a defect is reported, then the other party is not entitled to repair, replacement or compensation.

7. If it is determined that a matter has timely been claimed, then User will, within a reasonable time after the returned goods or, if return is not reasonably possible, at the discretion of the user, replace or repair delivered goods, or arrange for replacement fee to the Other party. In the case of replacement, the Other party is obliged to replace the matter to the User by returning the property and report to User, unless User indicates otherwise.

8. If is shows that a complaint is unfounded, then all costs it incurred, including research costs on the side of the User, are for the account of the Other party.

9. After the warranty period, all costs for repair or replacement, including administration, shipping and wire costs, are for account of the Other party.

10. Notwithstanding the statutory limitation periods, the extinction of all claims and defenses against User and the User's third parties, are limited to one year.

Article 9 Liability

1. If User is liable, this liability is limited to what is covered by this provision.

2.User shall not be liable for damage of whatever nature, created by User, based
on incorrect or incomplete data that was given to User by the Other party.

3. Should user be liable for any damages, then the liability of User is restricted to a maximum of twice the invoice value of the order, at least for that part of the order which the liability relates.

4. User's liability is always limited to the amount of the benefit of its insurer, as appropriate.

5. User is solely responsible for direct damage.

6. Direct damage are only the reasonable costs incurred to establish the cause and extent of the damage, if the determination relates to loss under these conditions, any reasonable costs incurred for the poor performance of the User agreement to answer, so far as this can be attributed to User and reasonable costs incurred to prevent or mitigate damage, insofar as the Other party shows that these costs have led to the limitation of direct damage under these conditions.

7. User is never liable for indirect damages, including consequential damages, lost profits, lost savings and damage due to business stagnation.

8. The limitations in this article of liability do not apply if the damage is due to intent or gross negligence of User or his senior subordinates.

Article 10 Transfer of Risk

The risk of loss, damage or loss goes on to the Other party at the moment things become under the power of the Other party.

Article 11 Indemnification

1. Other party indemnifies the User for any claims by third parties in connection with the implementation of the damage suffered and whose cause other than User is accountable for.

2. If User should be held accountable by third parties, then the Other party is obliged to assist User both outside and within law immediately, to do for User what can reasonably be expected from him to do in that case. If the Other party fails to take adequate measures, then User shall be entitled to take action himself, without notice. All costs and damages on the part of User and third parties that are created, are for the account and risk of the Other party.

Rule 12 Intellectual property

1. User reserves the rights and powers for which he is entitled under the Copyright and other intellectual laws and regulations. User has the right by the execution of an agreement at his side increased knowledge for other purposes, provided this is not strictly confidential information of the Other party is brought to the notice of third parties.

Article 13 Applicable law and disputes

1. On all legal relations where User is a party, only Dutch law applies even if a contract wholly or partly is executed abroad. The applicability of the CISG (Vienna sales agreement) is excluded.

2. The judge in the place of User has exclusive jurisdiction over disputes, unless the law requires otherwise. User shall nevertheless be entitled to submit the dispute to the competent court according to law.

3. The parties will first appeal to the courts after they turn to the utmost to solve a dispute by mutual consultations.

Article 14 Location and change policy

These conditions are filed with the Amsterdam Chamber of Commerce.
The last registered version always applies or the version that is valid at the time of conclusion of the legal relationship with the User.

The Dutch text of the general conditions is the determining factor in its interpretation. This is a translated version from the Dutch language version.