General conditions

General terms of sales and delivery of E.E.G. Technology b.v.

Section 1 Applicability

1.1 All agreements made with the limited company, E.E.G. Technology b.v., that possesses legal personality under the Dutch law, hereafter to be called the vendor, all its actions, quotations, activities and guarantee conditions and or regulations, written or orally, are subject to the following conditions.
1.2 Any applicable terms of purchase of the client and/or commissioner are only applicable in case they are not contrary to these terms of sale. In case the terms of purchase are contrary to the terms of sale, the terms of sale are binding.

Section 2 Offers, orders and agreements

2.1 Offers are free of engagement, unless they contain a period of acceptance. This also applies to the attachments belonging to the offer, such as data, calculations and drawings issued for the offer. All this together forms a whole and can not be seen separately. Unless agreed upon otherwise or in case an agreement has been entered into, the vendor keeps the copyrights for the designs, illustrations, drawings, drafts and offers issued. These items are and will remain the legal property of the vendor and it is not allowed to copy them, to show them to third parties or to use them in another way, without the explicit written agreement of vendor.
2.2 Orders are only binding in case they are confirmed by us in writing, or in case they are actually executed.
2.3 Data issued in printing by the vendor are subject to alterations without previous notice. They will not have a binding effect for the vendor.
2.4 In case agreements and additions to them are confirmed in writing by the vendor, the vendor will be bound for so far and in the way as confirmed by him.

Section 3 Prices and terms of payment

3.1 Prices that are agreed upon are based on the price of materials, transportation costs, wages, insurance premiums, fiscal charges, import duties and other price determining factors, valid as from the date of conclusion of the agreement. In case an increase of the price determining factors, as mentioned above, occurs before the date of delivery - even though this occurs as a result of foreseen or foreseeable circumstances during the conclusion of the agreement - the vendor has the right either to charge a proportional increase to the client or to annul the agreement for as far as the agreement has not been executed. On the basis of this article payment of the possible additional price will take place together with the principal sum or its last installment.
3.2 Payment will take place within 30 days from the date of invoice. The invoiced amount will be payable on demand after the 30-day period without a notice of default.
3.3 Debt settlement is not be allowed. In case of non-payment at the date due of the period as agreed upon, in case the client is bankrupt, in case the client applies for a moratorium or in case the client has been put in ward, in case goods or claims of the client are attached and in case the client is deceased, is liquidated or dissolved, the claim to pay the whole purchasing price is payable on demand for each of the delivered goods or goods to be delivered. Claims on invoices can only be received if they are submitted in writing and certified within 8 days from the date of invoice and thereafter not anymore. Claims will not suspend the obligation of the client to pay. In case the payment of invoice has not taken place within two weeks from the date due to pay, the vendor is entitled, after the expiration of the term as mentioned, to charge a compensation as a result of loss of interest at the amount of 1 % a month as of 30 days from the date of invoice, or, in case loss of interest is higher, the legal interest percentage. The interest will be charged over the total amount of the invoice and a part of the month is considered as a full month. In case the client does not fulfil his commitments that arise on account of agreements and/or conditions entered into with the vendor, the vendor is entitled, apart from the purchase money, additional work and damage amounts of the client, to claim all collecting charges that are the result of non-payment of the amounts as mentioned above, the judicial as well as the extra-judicial costs.
3.4 The client is indebted to pay extra-judicial collecting charges in case the vendor has insured himself against the assistance of a third party such as a lawyer. The costs amount to minimally 15% of the principal sum including VAT or so much more as can be charged to E.E.G. Technology b.v. on the basis of valid general norms of the professional organizations to which the third party, lawyer and/or bailiff is associated.
3.5 The amount of and the obligation to pay the extra-judicial costs appears from the sole fact that the vendor has insured himself against the assistance of a third party. In case the vendor files a bankruptcy petition against the client, the client is, apart from the purchase money and the interest and extra-judicial collecting costs, bound to pay the bankruptcy petition as well. The vendor can require an advance payment of (a part of) the purchase money. In case the client does not comply with this the delivery can be suspended until the advance payment has taken place.
3.6 Regulations by whatever authority that impede the use of the goods to be delivered or already delivered do not change the financial obligations of the client.

Section 4 Terms of delivery

4.1 Delivery takes place ex warehouse. The stated delivery periods are not to be considered as fixed; they are roughly determined by the vendor. The period of delivery begins in case an agreement has been reached on all technical details after engagement letter and after all data, drawings etc. necessary for the execution of the work are in the possession of the vendor.
4.2 Exceeding the period of delivery expires the claim to indemnity, also in case of a notice of default, unless this has been agreed upon in writing. In case the goods have not been taken away by the client after the period of delivery, the goods are stored at the client's disposal at his costs and risk.
4.3 As from the moment of forwarding all goods and materials are transported at the client's risk. Also in case the parties agreed upon delivery free of charge, the client will be liable for all damage sustained during the transportation of the goods.
4.4 In case of force majeure the period of delivery will be extended with the duration of the period of force majeure. In case delivery does not take place within five weeks from the beginning of the period of force majeure, both parties have the right to cancel the agreement by means of a written notice, without being liable to compensate damages.
4.5 Force majeure includes: war, war risk, civil war, riot, molestation, fire, water damage, flood, strike, illegal occupation of buildings, exclusion, import and export obstructions, public measures, defect machines, delivery breakdown of energy, in the buildings of the vendor as well as of third parties of which the client derives the necessary materials or raw materials wholly or partly, as well as during storage or transportation, whether or not under its own administration and furthermore by all remaining causes that are not the fault or risk of the client.
4.6 In case the force majeure takes place while the agreement has already been partly executed, the client has the right, if the remaining delivery will be delayed for more than two months, to keep the delivered part of the goods or to consider the agreement terminated for the already executed part of the agreement with the obligation to return the already delivered goods after the sale on the account and risk of the client, in case the client can prove that the already delivered part of the goods can not be used effectively by the client as a result of the non-delivery of the remaining goods.

Section 5 Ownership retention

5.1 The vendor remains the owner of all goods delivered or to be delivered by E.E.G. Technology b.v. , either processed or not, until the whole payment of the amount due, as a security before payment and as a security before the payment of interest and costs that arise as a result of non-compliance of agreements as regards the above- mentioned.
5.2 The vendor is entitled to reclaim goods that have not yet been wholly paid for and that are therefore the property of the vendor, balanced with amounts already paid. A notice of default or a judicial interference is not necessary for this. The client is bound to render his full assistance for this.
5.3 The client is not allowed to pledge, transfer or to empower the goods mentioned to third parties.
5.4 All information in the form of text, drawings, schedules, pictures etc. that have been transferred to the client remain the intellectual property of E.E.G. Technology b.v. The client is not allowed to transfer, to send for perusal, to alienate or to empower this information to third parties without the written agreement of E.E.G. Technology b.v.

Section 6 Guarantee, Liability

6.1 The goods, delivered by E.E.G. Technology b.v., comply with the quality standards as laid down by law. Other guarantees are applicable insofar as agreed upon with the client in writing.
6.2 Except for legal regulations as regards product liability and except for evil intent and guilt, the vendor is not liable for damage caused by and in connection with goods delivered by the vendor.
6.3 The client is bound to indemnify the vendor against any liability of third parties to compensate damage by whatever cause as regards the delivery and/or assembly of the goods and as regards the use of drawings, monsters or models.
6.4 In case the client directly or indirectly exports or in case the client has goods exported that are delivered by the vendor to other countries then the Netherlands, the client indemnifies the vendor against liability in the countries in question.
6.5 Insofar as E.E.G. Technology b.v. is considered liable and bound to compensate damage, the amount is limited to the amount paid by the insurance company, in case the damage is not covered by insurance company the vendor is liable and bound to compensate the value of the goods delivered.
6.6 Service and after sales support as regards the goods delivered will be laid down in a separate agreement.

Section 7 Disputes

7.1 All agreements of the vendor are considered to be executed on Dutch territory. The agreement entered into with the E.E.G. Technology b.v. is explicitly subject to Dutch law, even in case parts of the agreement are executed abroad and parties declare that, in case client resides abroad, the district court in Roermond, the Netherlands, is explicitly competent to try the case insofar as no other binding regulations are laid down by law and insofar as the district count is not competent.
7.2 The regulation mentioned above does not exclude the competence of parties to apply for urgent matters to the president of the district court for a summary injunction and to apply judicial measures and means to maintain it.