General Conditions

GENERAL TERMS AND CONDITIONS HALIX B.V.

This is a translation of the Dutch version of our terms and conditions of sale. The Dutch version prevails at all time in case of disputes with regard to the interpretation and purpose of these terms and conditions.

Article 1          Scope of Application
1.   All quotations are issued subject to the application of these general delivery and payment conditions in respect of the quotation itself, its acceptance and the contract thus formulated.

2.   All quotations are free of obligation on the part of the seller unless otherwise stated in the quotation.

3.   The contract shall be formulated upon confirmation of the order once its acceptance has been received by the seller; that acceptance must confirm that the purchaser agrees to the applicability of these general delivery and payment conditions and that where necessary he waives the applicability of his own terms and conditions of purchase. These terms and conditions of delivery shall be applicable to subsequent orders placed by telephone or in writing, even if not expressly declared applicable.

Article 2          Amendments
1.   Amendments to the contract of sale and deviations from these general terms and conditions of sale shall come into force exclusively once they have been agreed in writing between the purchaser and the seller.

2.   If amendments lead to higher or lower costs, an adjustment to the purchase price reflecting those amendments must be agreed in writing between the parties.

3.   In the absence of agreement concerning the adjustment of the purchase price, a dispute shall be deemed to have arisen between the parties, to which article 16 of the general terms and conditions of sale shall apply.

Article 3          Quality and description
1. The seller undertakes in respect of the purchaser to supply to him the goods according to the description, quality and quantity as further specified (possibly with subsequent amendments) in the quotation.

2. The seller undertakes to supply goods to the purchaser which:

a. have been manufactured using sound materials and are of sound design;

b. are as closely in keeping as possible in all relevant respects with any samples that have been made available or provided by the seller and/or the purchaser.

Article 4          Packaging and consignment
1. The seller undertakes in respect of the purchaser to properly package the goods (unless prevented by the nature of the goods) and to secure them in such a way that they reach their destination in good condition when transported normally. The seller shall take out transport insurance insofar as that is necessary or customary.

2. The seller shall deliver the goods or forward them for delivery to the agreed place or places by the means specified in the order or subsequently agreed.

3. If the seller has made packaging materials available for the packaging and transportation of the goods or has had them provided by a third-party - whether or not upon payment of a deposit or other security - the purchaser shall be obliged (unless a once-only packaging is used) to return them to the address given by the seller; failing that the purchaser shall be obliged to compensate the seller for the costs of these materials.

Article 5          Packaging and consignment
1. If, for any reason whatsoever, the purchaser proves unable to receive the goods at the agreed time and they are ready for consignment, the seller shall, if permitted by his storage facilities, store the goods upon the request of the purchaser, secure them and take all reasonable measures to prevent deterioration in their quality until they are collected by the purchaser.

2. The purchaser shall be obliged to compensate the seller for the storage costs in keeping with the seller's usual rate from the time at which the goods were ready for consignment or, if a later time, from the date of delivery that was agreed in the contract of sale.

Article 6          Ownership and risk
1. Subject to the stipulations in the sub-sections 2 and 4 of this section, the ownership and the risk will pass on the purchaser upon delivery.

2. As long as the purchaser has not paid the entire amount of the purchase price with additional cost, if any, the seller shall retain the ownership of the goods. In this case the ownership will pass on to the purchaser as soon as the purchaser has complied with its obligations towards the seller.

3. In the event of the seller having reasonable doubts about the purchaser's ability to pay, the seller shall be authorized to postpone the delivery until the purchaser has furnished payment security in accordance with the provisions of article 4, paragraph 2. The purchaser shall be liable for any losses suffered by the seller as a result of this delayed delivery.

4. In the event of the seller postponing the delivery on the request of the purchaser in accordance with the provisions of article 5, the goods shall remain the property of the seller and remain at his risk until the goods have been delivered to the purchaser at the place or places provided for in article 4, paragraph 2.

Article 7          Time of delivery
1. The seller shall deliver the goods at the time stipulated in the order. If a delivery period has been agreed, that period shall commence on the date in which the seller confirmed the order.

Article 8          Distribution rights
1. In case of resale the purchaser is not entitled to export the goods to countries or areas for which he has no distribution rights or for which countries or areas distribution rights have been granted to a third party.

2. In case of resale the purchaser is obliged to impose the obligation on the purchaser that he shall not export the goods to countries or areas for which he has no distribution rights, or for which countries and areas the distribution rights have been granted to a third party and to see to it that a similar export embargo will be imposed on all following professional purchasers.

3. The purchaser shall be obliged upon resale to inform the seller in advance of his sales promotion measures and shall strictly follow instructions given by the seller in that regard.

4. The seller shall be authorized to impose a delivery and/or export prohibition on the purchaser for as long as the purchaser fails to meet his obligations to the seller.

Article 9          Liability
1. The seller shall exclusively accept liability to the purchaser and to the purchaser’s customers for damage caused to and by the goods that takes place during the guarantee period stipulated in the order confirmation unless the damage can be attributed to the fact that the purchaser or a customer of the purchaser have used the goods contrary to their designated purpose as laid down in the issued instructions for use or have otherwise made usage errors.

2. The seller's liability is limited to the rectification, free of charge, of faulty goods or replacement of those goods or a part thereof.

Article 10        Payment
1. The purchase price includes, in addition to the price of the goods, the costs of packaging and, depending on the delivery conditions, the transportation and the delivery costs to the place within the Netherlands stipulated by the purchaser.

2. The purchaser is obliged to pay the purchase price within fourteen (14) days. He shall not be entitled to reduce the purchase price by any amount because of a counterclaim.

3. Seller reserves the right to deliver COD and to charge for orders with an order value under 25.00 EUR handling charges.

4. If purchaser has not paid any amount due by it within fourteen (14) days after the

invoice date, purchaser will be in default and all claims of seller will immediately be payable up to the full amount. In such case seller will also be entitled to compensation of statutory interest (as applicable to trade agreements) increased by two (2) percent on the outstanding amount, until the moment of full payment.

5. In case of overdue payment seller will also be entitled to compensation for all

extrajudicial costs, which will amount to at least 15% of the total amount due with a minimum of EUR 500,- (five hundred Euro).

3. In addition If the purchaser does not comply with his payments obligations in time and does not comply with a notice of default within a period of one week, the seller is entitled to consider the purchase agreement dissolved without any judicial intervention. In this case the purchaser shall be liable for damage suffered by the seller, including loss of profit, from transport cost and from the cost of the proof of default.

5. If the purchaser avails himself of his entitlement to store goods as provided for in article 5, he shall remain obliged to pay the purchase amount at the time provided for in paragraph 2.

Article 11        Legal requirements
1. The seller guarantees that the composition and the quality of the goods that are to be delivered by virtue of the order meet in all respects all applicable requirements that are prescribed by laws and/or other governmental regulations that are in force when the contract of sale is entered into.

2. The provisions of paragraph 1 are applicable mutatis mutandis to the use of the goods.

Article 12        Dissolution
1. Notwithstanding the provisions of article 11, the contract of sale shall be dissolved without legal intervention or notice of default being required at the time at which the purchaser is declared bankrupt, applies for provisional suspension of payment, or otherwise loses the free disposal of his assets or parts thereof by means of attachment, or being placed under guardianship, unless the trustee or the administrator recognizes the obligations arising from this contract of sale as the debts of a bankrupt company or natural person.

2. In the event of dissolution, existing mutual claims shall become immediately due and payable. The purchaser shall be held liable for losses suffered by the seller, including losses consisting of loss of profits and transport costs.

Article 13        Compensation and resale inspection
1. In the event of the purchaser acting contrary to any provision of article 9 he shall be liable to the seller for all losses arising from those transactions.

2. The seller is authorised to have an independent auditor perform an audit on the purchaser's books in order to supervise compliance with the provisions of article 9.

Article 14        Applicable law
1. All contracts of sale between the seller and the purchaser shall be governed by Dutch law.

Article 15        Jurisdiction
1. All disputes arising from this contract of sale or other contracts for the implementation of this one shall be referred for adjudication exclusively to the court with competent jurisdiction. The district court in Amsterdam shall be authorized to hear all claims and disputes.