General delivery terms and conditions

All our transactions are subject to our general conditions registered at Chamber of Commerce Rotterdam, office Dordrecht under no. 23040627.

1. GENERAL

1.1 These terms apply to all quotations and agreements for performance of work or for purchase and sale by UVAR HOLLAND B.V., hereinafter to be designated UVAR.

1.2 Conditions deviating from these terms may be invoked by the supplier/customer only if and insofar as these have been accepted in writing by UVAR.

2. DELIVERIES

2.1 All quotations made by UVAR are without engagement unless explicitly stipulated to the contrary.

2.2 Transport of goods is for other party's risk from the point of shipment, even when carriage paid terms have been agreed. The other party is held to insure transport if desired.

2.3 Delivery schedules will as far as possible be respected. Dissolution of the agreement will then be permitted only when the delivery schedule has exceeded reasonable limits.

2.4 UVAR is permitted to make partial deliveries.

3. NON-ATTRIBUTABLE SHORTCOMING

3.1 As non-attributable shortcoming is considered the breach of an undertaking, which cannot be attributed to UVAR. By non-attributable shortcoming is understood in any event the delay, aggravation or hindrance to the discharge of one or more obligations under the terms agreed due to parties or their auxiliaries, suppliers, advisors and the like being beset by circumstances such as natural disaster, major fire, (nuclear) explosion, war, riot, strike, occupation, boycott, or by an act of government, including if applicable foreign governments, such as an import, export, delivery or manufacturing prohibition.

3.2 In the event of temporary non-attributable shortcoming, by which is intended a situation lasting for a maximum of 180 days more or less continuously, the mutual obligations arising from that part of the agreement affected by the non-attributable shortcoming will be suspended. In a case of permanent non-attributable shortcoming, parties will enter into negotiation for modification of the agreement of a character, which makes its continued execution purposeful to both parties. If it transpires that such modification cannot in reasonability be accommodated, then each party is entitled by means of a written declaration to dissolve the agreement, to the extent that it is affected by the non-attributable shortcoming, in whole or part.

4. PRICE

4.1 Prices agreed are based on the cost prices, exchange rates, wages, social charges, premiums, taxes and the like applying at the time of commitment. In the event of an increase to one or other of these, UVAR is entitled to increase the agreed price correspondingly, even when such alteration could have been foreseen by UVAR.

5. PAYMENT

5.1 Payment must be discharged 30 days from invoice date.

5.2 Uvar is entitled, if the other party is in default in respect to its payment obligations, to suspend activities or deliveries, even when a fixed delivery schedule has been agreed.

5.3 UVAR is at all times entitled, prior to or during delivery or prior to continuing with delivery or fulfilment of the order, to require from the other party security for discharge of its payment obligations. This stipulation is equally applicable in the event that a credit line has been established. Refusal by the other party to provide the required security entitles UVAR to dissolve the agreement by written declaration, without prejudice to UVAR's right to compensation for expenses incurred and loss of revenue.

5.4 Other party's right to offset any claim it may have against UVAR is explicitly excluded.

5.5 The entire purchase or sales price is at all times immediately due and payable when the instalment agreed is not paid promptly on the due date, when the other party has been found bankrupt, petitioned for a moratorium, been placed under trusteeship, when its property or claims have been made subject to attachment and in the event of death, liquidation or dissolution.

5.6 When payment is not made in conformity with article 5.1, UVAR is entitled, on expiry of the period stipulated, to charge the other party in respect of interest-loss, such interest to be computed at the legal interest rate, but at all times with a minimum of 12% per annum, whenever the legal interest rate is less than 12%, and with the proviso that interest charged for part of a month will be that of the full month.

5.7 UVAR is further entitled, besides/the principal claim and interest, to claim from the other party all non-legal expenses caused by failure to pay on time. Non-legal expenses are in any event due whenever UVAR has for the purpose of collection insured itself of third party assistance. These expenses shall be computed in accordance with the tariffs advised by the Dutch Bar Association in respect of collections. In the event that UVAR petitions for the bankruptcy of the other party, then party is due besides principal amount, interest and non-legal expenses, also the costs of the bankruptcy petition.

6. RETENTION OF TITLE AND PLEDGE

6.1 The customer/principal is on delivery owner only under suspended terms of the goods delivered or to be delivered by UVAR. UVAR remains owner of the goods delivered or to be delivered for as long as the customer/principal has not discharged UVAR's claims with respect to payment. Furthermore, UVAR remains owner of the goods delivered or to be delivered for as long as the customer/principal has not paid for the activities performed or to be performed under the heading of such agreements, and for as long as it has not satisfied claims arising from failure to perform in similar agreements, to which are accounted claims in respect of penalties, interest and costs.

6.2 Customer/principal is, for as long as it has not discharged the claims above, not entitled to establish on the goods delivered by UVAR any pledge or non-possessive pledge and binds itself in relation to third parties who purport to establish such a right to, on first request by UVAR, declare that it is not qualified to establish rights to pledge. The customer/principal binds itself furthermore to endorse no deeds by which any pledge to the goods might be established, such endorsement being tantamount to fraudulent conversion.

6.3 In the event that customer/principal fails to discharge any obligation to UVAR arising from the agreement in respect of goods sold or work to be performed, the latter is entitled to repossess the goods concerned. Customer/principal extends for this purpose power of attorney to UVAR to, in such cases, enter places where those goods are located.

6.4 If any payment is made by UVAR prior to delivery, then the property right to those goods to which the payment relates and/or any parts or materials pertaining to those goods present at the supplier/contractor, which are the subject of such payment, transfers upon such payment to UVAR. The supplier/contractor is held to identify and maintain the identity of goods belonging to UVAR. The supplier/contractor is in respect of goods on his premises which belong to UVAR, UVAR's custodial trustee.

7. ASSIGNMENT PROHIBITION

7.1 The supplier/contractor is, except with UVAR's written consent, prohibited from assigning claims against UVAR to third parties.

8. PACKAGING

8.1 Packaging of goods to be delivered by UVAR is, with the exception of light packaging, not included in the purchase price and will not be taken back by UVAR.

9. RETURN CONSIGNMENTS

9.1 Return consignments will not be accepted by UVAR unless it has assented explicitly to such in writing. Such consignments will be returned carriage paid.

10. LIABILITY

10.1 UVAR will deliver the goods in the condition and model normally applying at UVAR at the time of dispatch.

10.2 UVAR is not liable for damage to the items delivered arising from alterations not made by customer/principal, caused by injudicious operation or maintenance or treatment without regard to the appropriate instructions.

10.3 UVAR is not liable for damage arising from execution of the provided advices, unless these advices are directly related to items delivered by UVAR. In other cases the execution of the advices is for account and risk of the customer/principal.

10.4 UVAR is liable only for damage sustained by customer/principal for which UVAR is directly and solely to blame, with the understanding that damage for which UVAR is insured or, in the light of the standards of the particular business sector, could reasonably be expected to be insured qualify for compensation. The following restrictive provisos are to be applied in this area:

a) Damage to be compensated by UVAR will be moderated if the price to be paid by customer/principal is small in relation to the extent of the damage sustained by the customer/principal.
b) Compensation will not be entertained for operational damages (breakdown, berthing charges and other expenses, loss of revenue and the like).
c) UVAR is not liable for damage caused by or during execution of activities or fitting of the goods delivered, to goods, which are subject to work in progress or are located in the proximity of work in progress.

10.5 The customer/principal shall indemnify UVAR for expenses and damage which for UVAR result from any deficiency on the part of the supplier/contractor in the discharge of its obligations, as well as for all damages caused by the supplier/contractor, its personnel, parties engaged by it and corporations to goods delivered or to be delivered by it.

11. WARRANTY

11.1 UVAR warrants correct execution of work accepted or delivery.

11.2 Complaints about visible defects must be communicated in writing to UVAR within eight days of delivery of the work or goods.

11.3 Customer/principal must at all times render UVAR the opportunity to repair any defects.

11.4 In the event of defective delivery or processing, UVAR retains the right to credit customer/principal completely in exchange for return of the defective item or to repair the defective item and, that failing, to resort to redelivery or reprocessing of the item. Fresh material for processing will be provided by the customer/principal for its account.

11.5 The warranty is valid only if customer/principal has met all its obligations to UVAR - both financial and non-financial.

12. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

12.1 Alteration of goods delivered by UVAR, deletion of serial numbers on the goods or application of a mark or sign arousing the impression that goods are from UVAR is not permitted. Even when any particular intellectual or industrial property right does not protect goods from UVAR, the customer/principal is not permitted to replicate the goods or to allow such replication.

12.2 The customer/principal is not permitted to trade in or re-export goods delivered by UVAR, without some prior notice. If by a violation of the foregoing UVAR or one of its suppliers/contractors is caused damage, then customer/principal is held to indemnify and compensate UVAR and/or its supplier(s)/contractor(s) in the manner previously stipulated.

12.3 Customer/principal undertakes to grant access to the goods delivered by UVAR, if UVAR deems this necessary with a view to sales promotion.

13. DISSOLUTION

13.1 UVAR maintains the right to suspend its obligation under this agreement or to dissolve or terminate the agreement in whole or part by means of written declaration, if and whenever the other party is deficient, tardy or inadequate in performance of its obligations to UVAR, as well as in the event of moratorium or bankruptcy of the other party, attachment of (part) of its inventory or of goods destined for execution of the agreement and close-down or liquidation of its business. UVAR is in such event held only to compensation of the other party of the pro rata price for services already provided or goods already delivered and then only insofar as those services were of value to UVAR and/or insofar UVAR wishes to retain goods delivered, all this without prejudice to UVAR's right to compensation for damage(s) by virtue of articles 10 and 11.

13.2 By inadequate performance as intended by art. 13.1 is meant also the occurrence of arrears in respect of schedules received or stipulated by UVAR or whenever, in view of circumstances, suspicion may reasonably harboured that delay will occur in the execution of any (part of an) obligation arising from this agreement.

13.3 UVAR retains, without the cases cited, the right to dissolve the agreement by means of a written declaration and for compensation of the pro rata price for services provided or goods delivered, and, if the other party can show that it has sustained damage- and loss as a consequence of this, an additional premium of 10% of the remaining price agreed in compensation of this damage and loss (profit foregone included). All claims by the other party to further supplementary or alternate compensation for damage is excluded.

14. DISPUTES AND APPROPRIATE JURISDICTION

14.1 All disputes between parties shall be settled solely by the competent magistrate in the district of Dordrecht, unless UVAR expresses its preference for another competent magistrate.

14.2 This agreement is governed by Dutch law.