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Terms and Conditions

BY RATIO ELECTRIC B.V., Nijkerk, Ambachtsstraat 12

In which regulated the business operations to shut down within the framework of the agreements,

registered with the Chamber of Commerce in Amersfoort, the Netherlands under number 31050275.

1 GENERAL

1.1 All our offers, agreements and their implementation shall be governed exclusively by these terms and conditions. Deviations must be agreed with us in writing.

1.2 Under "the other party" is in these terms and conditions means any natural or legal person, who has entered into an agreement with our company, respectively wishes to shut down, and apart from this, its agent (s), representative (s), assign (s) and heirs.

1.3 The applicability of the general terms and conditions used by the other party is expressly excluded. The other party is for the realization of the agreement notified by us of this.

2 SPECIAL OFFERS

2.1 All offers made by us to continue to provide for a valid term. In the absence of such a term are our offers without commitment, for a maximum period of 3 months.

2.2 All at an offer price lists, brochures and other information provided are specified as precisely as possible. These are for us only binding if expressly confirmed this. All information provided in an offer stay our (intellectual) property and remains our desire to be on first serves and returns.

2.3 Transmission of quotes and/or (other) documentation requires us not to delivery or acceptance of the order, unless there is an irrevocable offer to accept this offer and the other party shall indicate.

3 AGREEMENT

3.1 Subject to the hereinafter Agreement is laid down with us first then established after a command we have expressly accepted, respectively (written or otherwise) have confirmed. The

order confirmation is supposed to display the agreement correctly and completely.

3.2 Possible future changes as well as additional agreements made or (oral) appointments and/or commitments on our behalf by our personnel or done by our sales representatives, agents, representatives or other intermediaries, bind us only if they have been confirmed by our in writing.

3.3 For activities for which, by their nature and extent no quotation or order confirmation is sent, the invoice will be considered as order confirmation, which is supposed to display the agreement correctly and completely. In respect of the provisions in article 3.1, 3.2 and 3.3 our Administration decisive, subject to written rebuttal.

3.4 Each agreement is entered into under the suspensive condition on our part that the other party-exclusively at our assessment – enough creditworthy turns out for the financial performance of the agreement.

3.5 We are entitled at or after the agreement, before (below) to perform, the other party to demand that both security in payment and other obligations will be.

3.6 We are entitled to-if we deem this necessary or desirable-for a correct application of the agreement to enable others, the cost of which will be passed on to the other party in accordance with the provided quotes. If necessary, we will, where possible, and/or consult on this matter with the other party.

4 PRICES

4.1 Unless otherwise stated come to pass all quotes subject to price change.

4.2 Unless otherwise stated are our prices:

-based on the current height of the quotation or order date during purchase prices, wages, labour costs, social and Government charges, freight, insurance premiums and andereosten;

-our company, based on delivery ex warehouse or other storage places;

-exclusive of VAT, import duties, other taxes, levies and duties;

-excluding the cost of packaging, loading and unloading, transport and insurance;

-indicate in Dutch currency, any currency exchange rate changes be passed.

4.3 In the event of increase in one or more of the cost price factors, we shall be entitled to the order price to increase accordingly within 3 months after the conclusion of the agreement. In that case, the other party is entitled to dissolve the agreement.

5 DELIVERY AND DELIVERY TIME

5.1 Unless otherwise agreed, delivery shall be made in our company/warehouse. At the time the goods leave our company/warehouse, the risk of the goods on the other party about it. Free delivery will be free only if and to the extent necessary by us, or otherwise, is indicated on the invoice.

5.2 The delivery or packaging The other party is obliged immediately upon delivery to check on any shortages or visible damage, or perform this check after communication on our part that the goods are at the disposal of the other party.

5.3 Any shortages or damage of the delivered and/or packaging which at delivery are present, on the delivery note, the invoice should the other party and/or the transport documents mention, failing which the commercials about it no longer be processed.

5.4 We are entitled to, after consultation with the other party, to be delivered in parts (partial deliveries), what we can invoice separately, then the other party is obliged to pay in accordance with the provisions below "Payment".

5.5 The specified delivery times are bound and are not binding.

5.6 Exceeding the delivery time obliges us not to make any payment. The other party can provide us written notice of default after repeated delivery time crossing, citing a latest (reasonable) term of delivery. After this the other party the right to terminate the agreement (in writing), unless the cause of the overrun is attributable not to us delivery time.

5.7 When the goods after the expiry of the delivery time by the other party does not have diminished, they are stored at his disposal, for its account and risk. After a period of 4 weeks, we shall be entitled to (private) sale of such property. Any lesser yield and the costs will be borne by the other party, without prejudice to our other rights.

6 CANCELLATION

6.1 Cancellation/termination of the agreement by the other party can only take place if and insofar as the default in the performance of the agreement to us is due, unless this shortcoming given the nature or minor importance, this does not justify dissolution with its consequences.

6.2 Where fulfilment not lasting, respectively temporarily impossible, the jurisdiction of the other party to dissolution only at the time when we are in default.

6.3 The transport of the goods is in principle always for the account and risk of the other party, even then when the carrier progresses that on cargo manifests, transport addresses and such harm the clause prevents all transport at the expense and risk of the sender.

7 TRANSPORT/RISK

7.1 The manner of transport, shipping, packaging etc. is, if no further indication is provided to us by the other party, by us as good family man/merchant defined, without any responsibility. Any specific wishes of the customer on the transport/shipping are only carried out if the other party has declared the bear several costs.

7.2 The transport of the goods is to be borne by the other party. To prevent unstamped shipments we will deliver the goods carriage paid, but charge the freight with the goods.

8 NON-LIABLE FAILING

8.1 Under non-liable failing to this: Each of the parties ' independent, or unforeseeable, circumstance by which performance of the contract by the other party reasonably not more of us may be required. Under "not attributable failure "is in any case understood: strikes, excessive absenteeism of our staff, transportation difficulties, fire, Government measures, including at least in-and export prohibitions, quotas and business failures with us or with our suppliers, as well as default by our suppliers allowing us to our obligations to the other party does not fulfil (more).

8.2 In the event of a force majeure situation arises, we shall be entitled to suspend the execution of the agreement or the agreement finally dissolve.To this end, consultations with the other party will be.

8.3 We are entitled to demand payment of the performance in the implementation of the relevant Agreement are done, before the overmachtsveroorzakende's circumstance is proven.

8.4 We reserve the right to invoke force majeure if the circumstance in which the force majeure our achievement is delivering occurs after should have been.

9 LIABILITY

9.1 Subject to provisions of imperative law concerning (product) liability, as well as taking into account the laws of public order and good faith, we are not obliged to any compensation for damage, of any kind, direct or indirect, including, damage to personal or business property, or to persons, both at the other party as for third parties. With regard to the other parts of this article we are in any case not be liable for damage caused by improper use of the work or by the use thereof, for a purpose other than that for which it is suitable to objective standards. We are also not liable for the damage caused by a defect in our product if:

a. we have not brought the product into circulation;

b. it is plausible, given the circumstances, that the defect which caused the damage, not existed at the time when we have brought the product into circulation, or that the defect later originated;

c. our product nor for the sale or for any other form of distribution with an economic purpose for us is manufactured, nor is manufactured or distributed in the course of our company;

d. the defect is due to the fact that the product is in compliance with mandatory Government regulations;

e. the State of scientific and technical knowledge at the time when we brought the product into circulation, was not such as to enable the existence of a defect to be discovered;

f. What is the manufacturer of a component is concerned, the defect is due to the design of the product of which the component is a part, or to the instructions provided by the manufacturer of the product are provided.

9.2 We make no representations about the accuracy of the specifications provided by the other party and/or (other) to do this, data and accept no liability. Our Administration is in this context

decisive.

9.3 Our liability is (co-) assessed on the basis of our Product-Liability Company loss insurance Products as well as the law-. Except as elsewhere in this article, is damage caused by us to the other party (business interruption) at all times limited to the insured sum of our liability insurance. If necessary we provide on the request of the other party information to what amount we are insured.

9.4 Satisfaction to the applicable warranty-/reclameverplichtingen and/or payment of the established damage by us and/or our insurer (s) is classed as sole and overall compensation. For the rest, our other party expressly and fully indemnify us.

10 COMPLAINTS

10.1 Without prejudice to specified elsewhere in these conditions, all complaints within 8 days after delivery must be submitted to us in writing, under accurate statement of the nature and the ground of complaints. For invoices is 8 days after date of issue.

10.2 For complaints concerning hidden defects (not visible defects on delivery) is an extreme period of 6 months after delivery, while this should be submitted within 8 days after discovery.

10.3 After the expiry of that period (and) the other party is deemed delivered, respectively the to have approved invoice. If then complaints shall no longer be processed by us.

10.4 If the compaint is found to be justified by us, then we are only obliged to replace the defective goods without that assert the other compensation.

10.5 The submission of an complaints does not relieve the other party never of his payment obligations towards us.

10.6 Returning the delivered can be processed only after our prior written permission, under conditions to be determined by us.

11 OWNERSHIP and TITLE

11.1 All goods delivered by us, and still remain under the other party standing at/property, until at the time of full payment of what is due, the other party against us, as well as in respect of claims arising in the performance of the agreement (s), including interest and costs our property.

11.2 We also obtain in respect of the goods to which the other party already non-possessory pledge, now for then his irrevocable consent for the value of the if then (still) outstanding receivables.

11.3 The goods can by the other party in the context of its normal business activities or used, but should not be given nor stretch in collateral as security for a claim of a third party.

11.4 We are at all times entitled to the delivered goods, on the basis of the in this article, the other party or his holders to get away if the other party fails to fulfil its obligations. The other party must to this end to cooperate.

11.5 In the event of resale by the other party of (yet), in whole or in part, paid for in that case, the other party already now carries goods the buyer claims resulting from this resale on his (the second buyer), to us, which transfer then as (partial) payment is deemed to be. The other party is obliged to give us the desire to pass on relevant information first, so that we can recover the amount due directly to the second buyer. The second is paid to us by the buyer shall be deducted from the total to us by the other party amount due. The other party is also held at the same retention of title by sale to make as mentioned in that provision.

12 PAYMENT

12.1 Payment must be made cash on delivery, or by means of deposit or transfer to a bank or giro account designated by us, within 30 days of the invoice date. Our bank/giro statements indicated the on value date is decisive and is therefore classified as payment day.

12.2 Any payment by the other party to pay the interest owed by him as well as of the collection costs incurred by us and/or administrative expenses and are then deducted from the oldest outstanding claim.

12.3 In cases that the other party:

a. is declared bankrupt, to a request for suspension of liquidation, estate submit payment, or seizure of all or part of his property is placed;

b. dies or is placed under guardianship;

c. only from law or these conditions fail to fulfil its obligation;

d. fails to file or part of an invoice amount within the time limit to comply;

e. proceeds to strike or transfer of his business or a major portion thereof, including understood the contribution of his company to set up or already existing in a company, or proceeds to change to the objective of his company, we have by just the right should thereafter take place of one of the circumstances or to dissolve the agreement by written notice any amount owed by the other party, either on the basis of the work carried out by us and/or deliveries at once (after notice) to claim as a whole and the delivered but it (yet) to recover unpaid as our property, all without prejudice to our entitled to reimbursement of the costs, damages and interests.

12.4 From the moment the payment period has elapsed, without specifying the met is, we shall be entitled to dissolve the agreement in whole or in part, unless the shortcoming, given its special nature or minor importance this dissolution does not justify with her consequences.

13 INTEREST and FEES

13.1 If payment is not made within the time limit set in the previous article has taken place, the other party shall be in default by operation of law and from the due date an interest rate of 1.5% per month (part of a) due over the outstanding amount.

13.2 All legal and extra-judicial costs will be borne by the other party. The extra-judicial collection costs amount to at least 15% of it, including the aforementioned interest, amount due by the other party.

14 GOVERNING LAW

14.1 On all our offers, agreements and their implementation is exclusively Dutch law shall apply, excluding the United Nations Convention on contracts for the international sale of goods. (Vienna Sales Convention).

14.2 Tthe English text of these terms is (far) binding. In the event of conflict with the law of one or more clauses of these terms and conditions, the remaining clauses of these terms and conditions remain valid.

14.3 Concerning the explanation of international trade terms, the "Incoterms", as made by the International Chamber of Commerce in Paris (i.c.c.) apply.

15 DISPUTES

15.1 Any disputes, other than those to arrange amicably, be submitted to the competent Civil Court in Zwolle, this insofar as the legal provisions allow it.


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