Conditions of purchase

GENERAL CONDITIONS OF PURCHASE FOR:

Faes Cases BV
Chamber of Commerce: 61705063
VAT: NL8544.54.512.B01

Hamelendijk 2
5541 RA REUSEL

Telephone Number: +31 (0)497 389070

Article 1: DEFINITIONS

In these General Conditions of Purchase, the following terms are understood to mean:
Agreement: Any agreement as specified under Article 2.1,
Supplier: Any party that makes an agreement with us as defined in Article 2.1,
Days: All calendar days,
We: Faes Cases BV.

Article 2: APPLICABILITY

1. These General Conditions of Purchase shall be applicable to and form a part of all contracts and all agreements and obligations arising from the delivery of goods and/or services and the conduct of activities that we provide to suppliers, or in conjunction with them.
2. The general conditions of the supplier are hereby expressly disclaimed.

Article 3: FORMATION OF AN AGREEMENT

1. An agreement with us is formed by:
A: Written confirmation and complete acceptance of our contract by the supplier, unless said contract is withdrawn by us. Insofar as the supplier accepts our contract with changes of minor importance, these changes shall constitute no part of the agreement with us and the agreement shall be formed in accordance with our contract.
B: Written confirmation and complete acceptance on our behalf of an offer made by the supplier, unless this offer is withdrawn by the supplier beforehand in writing, provided that the confirmation is signed by one or more persons authorised to enter into the agreement.
2. If the supplier begins to execute the contract without complete acceptance of our contract in writing, or after the supplier has submitted objections to the contract but before an agreement has been reached on them, then this action shall be deemed to be an unconditional and integral acceptance of our contract as well as these General Conditions of Purchase, and the supplier shall simultaneously expressly waive all objections to the contract that he may have.
3. So long as the supplier has not accepted our contract fully and in writing, we shall be entitled to withdraw this contact at any time, without any compensation for damages or any associated costs.
4. For the duration of an agreement, the prices are fixed, unless agreed to otherwise in writing.

Article 4: EXECUTION OF THE AGREEMENT

1. The supplier shall be obligated to execute the agreement in accordance with all of the provisions included in it. Each agreement that we conclude with a supplier consists of general and specific provisions stated in the contract, as well as these General Conditions of Purchase.
2. If the agreement is entered into with the intention of being carried out by one specified person, the supplier shall only have the right to replace this person with one or more persons with the same qualifications, subject to our approval.
3. Any deviation from our specifications and outsourcing of any activities to third parties shall only be allowed subject to our written approval.
4. Cases in which more or less work is carried out, as well as any changes arising from such cases, including changes to costs and delivery times, require our prior written approval.

Article 5: DISSOLUTION

1. We shall reserve the right to dissolve an agreement:
A: If a supplier is in default,
B: In the cases provided for in the agreement.
2. In the case that we exercise our right to completely or partially dissolve the agreement, the dissolution shall occur by means of our written notice to that effect.
3. In the case that we dissolve the agreement, the supplier shall be obligated to compensate for our losses and costs, unless the dissolution occurs pursuant to the provisions listed in Article 7. The supplier shall have no claims on us with regards to compensation for damages or costs.

Article 6: DEFAULT

1. The supplier is in default:
A: If the supplier is presented with a written notice of default and does not comply with its obligations within 8 days after such notice,
B: No notice of default shall be required if the time limit for the fulfilment of an obligation has been exceeded without the obligation being fulfilled,
C: No notice of default shall be required if we may conclude, based on a communication from the supplier, that it shall fall short of its fulfilment of this obligation,
D: In those cases where an obligation has not been fulfilled and it has been determined that notice of default is not required.
2. If the supplier is in default, we shall also retain the right to claim fulfilment and our compensation, regardless of the right to dissolve the contract.
3. If the supplier is in default, we shall retain the right to delivery of the parts of the agreement to be provided by the supplier, along with all related documentation, source code, additional software or license agreements, et cetera.
4. We shall be entitled to suspend the fulfilment of our obligations towards the supplier if and as long as the supplier is in default of any obligation towards us.

Article 7: FORCE MAJEURE

1. If the supplier cannot meet one or more of its obligations due to force majeure, we shall have the right to dissolve the agreement fully or in part, without being responsible for compensation for damages and costs or compensation for any potential advantages to be gained.
2. Force majeure is understood to mean a circumstance that cannot be attributed to the supplier, i.e. war, public disturbances, fire, blockades, or unavoidable interruptions in the provision of public utilities or raw materials.

Article 8: PACKAGING

The supplier shall be obligated to ensure that all goods are properly packaged. All damages and costs as a result of improper packaging of goods shall be borne by the supplier.

Article 9: CONTROL

1. If necessary, we will inspect the goods, services or activities provided (to be named hereafter as the delivery”) to ensure that they fulfil the requirements stipulated in the agreement. If the delivery does not meet the agreed requirements, we shall as a consequence have the right to refuse delivery even in cases where the invoices have already been paid in full or partially. If the supplier has not recovered the refused goods within eight days, or has not taken action to bring these goods into compliance with their required state, we shall be entitled to return or store these goods at the cost and risk of the supplier.

Article 10: GUARANTEE

1. The supplier expressly guarantees that all goods, services or activities subject to the agreement are of good quality, consist of the appropriate materials and are of good workmanship, meet the specifications, drawings, samples or descriptions provided by us or given to us, free of errors, faults or defects, and are suited for their intended purpose.
2. The supplier shall repair, free of charge, all defects due to faulty construction, materials, manufacturing and/or assembly that occur within one year after the start of use of the good is delivered, or a good upon which the supplier has performed any activities.
3. The supplier shall indemnify us for all damages, costs and claims, which shall also include any costs for legal assistance, for whatever reason, that we may suffer as a direct or indirect consequence of errors, faults or defects in the goods delivered, services provided or activities performed.

Article 11: DELIVERY

1. Goods, services and activities, shall respectively be delivered or performed within the time specified in the agreement. Upon delivery, the supplier shall simultaneously transfer all related documentation, source code, additional software or license agreements, et cetera. In the case that an acceptance test has been agreed to in writing, the test period shall in principle consist of 7 business days after delivery, unless agreed otherwise. Transfer shall occur on the day after. If any imperfections emerge during the test period, they must be repaired within 14 business days, unless agreed otherwise.
2. We shall be entitled to accept the goods and/or services for use for purposes of completing the acceptance test before all errors, faults or defects are remedied by the supplier. Placing these into use does not automatically lead to acceptance. The deadlines specified by us for the delivery of the goods and the provision of services or performance of activities are fixed deadlines.
3. If the goods and/or services are delivered and tested in phases and/or components, this shall have no effect upon a potential acceptance of a particular phase and/or component of the whole.
4. For each week (or a portion thereof) that a deadline is exceeded, the supplier shall be subject to a penalty of half a per cent of the contract amount, up to a maximum of fifteen per cent. If a deadline is exceeded by more than ten weeks, we shall retain the right to dissolve the contract fully or partially, without being responsible for compensation towards the supplier. One or the other shall not affect our right to any claims to fulfilment and/or full compensation.

Article 12: OWNERSHIP

1. The supplier shall transfer full and unrestricted ownership along with the goods and/or services delivered. The supplier shall indemnify us against any potential claims of third parties with respect to these goods and assurances given to third parties by the supplier as well as any property claims asserted by third parties.
2. With respect to the goods and/or services delivered, the supplier shall be obliged to observe secrecy vis-à-vis third parties, unless agreed otherwise.

Article 13: PERFORMANCE OF THE ACTIVITIES

1. If this agreement includes performance of activities that occurs at/on/in our buildings or property and/or are performed on goods that belong to us or third parties, the supplier shall maintain such in proper condition, without prejudice to the provisions in Article 11. The supplier shall indemnify us against all claims from third parties from damages or injury due to or caused by activities performed.

Article 14: INTELLECTUAL PROPERTY RIGHTS

1. The supplier shall indemnify us against all damages, costs and claims by third parties due to infringement or asserted or threatened infringement upon intellectual property rights.

Article 15: COMPUTER SOFTWARE

1. If the supplier provides computer software to us, whether as a software package, or as a component of equipment, we shall be entitled to use the computer software without restriction for its intended purpose.
2. Upon delivery of computer software that has been specifically prepared for us, the supplier shall also transfer the source code to us. Upon delivery of standard computer software, source codes shall be transferred, unless the supplier has agreed to an escrow agreement that is acceptable to us.
3. The supplier guarantees that the computer software carries no “bugs” such as viruses and furthermore that the computer software is delivered whole and complete, together with all tools that are required for its proper operation.
4. If no maintenance agreement has been made, the supplier shall declare its readiness to provide, upon the request of Faes Cases, modifications or improvements of the computer software.

Article 16: PAYMENT

1. The prices as indicated in this contract are fixed and shall not be changed by the supplier without our written approval.
2. Unless agreed to by us in writing, the prices shall include:
A: All costs for packaging, transportation, insurance, travel and accommodations,
B: All taxes and fees such as import tariffs, excluding VAT.
3. Standard payment shall occur on a net basis 50 days after receipt and acceptance of the goods and the invoice.

Article 17: EVIDENCE

1. With regards to the extent of mutual obligations, in absence of evidence to the contrary using all available means, our documents and records shall take precedence.

Article 18: APPLICABLE LAW

1. All of our agreements and any obligations arising from them shall solely be subject to the laws of the Netherlands.

Article 19: FORUM SELECTION

1. The magistrate of ‘s-Hertogenbosch or the district court of Eindhoven shall have sole authority over cases that arise, consistent with the authority of the assigned judges.

Article 20: AMENDMENTS AND ENTRY INTO FORCE.

1. We shall be entitled to make amendments to these General Conditions of Purchase.
2. These General Conditions of Purchase have been filed on 01 November 2009 at the office of the Kamer van Koophandel en Fabrieken voor Oost-Brabant (Chamber of Commerce and Industry for East Brabant) with the corresponding number 61705063.