GENERAL TERMS AND CONDITIONS OF SALE

Unless agreed otherwise in writing all sales are made on the terms herein. To the extent of any conflict, these terms will supersede and take precedence over any terms which may appear on Buyer’s contract or order for purchase of articles from Seller. Where applicable, acceptance of an order is subject to receipt of export and/or import licenses. Buyer agrees that it will not, without the prior authorization of Seller and applicable authorities and governments, in any form (cause to) re­export, re­sell, ship or divert, directly or indirectly any article or technical data requiring an export license or other governmental approval without first obtaining such license or approval.

Prices quoted are without obligation, exclusive of VAT and all other taxes and duties imposed by (quasi)governmental bodies. Such taxes and duties will be borne by Buyer unless expressly stated or agreed otherwise. Unless stated otherwise, prices are quoted ex­works/warehouse exclusive of installation and commissioning. Data contained in software, catalogs, pictures, drawings, measurements, weights and other (technical) information are not binding.

Specifications, drawings, reprints, technical information or data furnished by Seller to Buyer under this agreement shall remain Seller’s property, shall be kept confidential by Buyer and shall be returned to Seller at Seller’s request. Such documents shall be used by Buyer only for the purpose of performing the work under this agreement and shall not be used for any other purpose unless agreed to in writing.

Prices will be invoiced in the currency quoted and must be paid in full by establishment of an irrevocable letter of credit in favor of Seller. If shipments are made in installments each installment is separately invoiced and paid for when due without regard to other shipments. Such letter of credit shall be irrevocable and confirmed by Seller’s bank, shall be payable at sight upon presentation of a draft accompanied by commercial invoice and evidence of shipment within Twenty­one (21) days from the date of shipment, allow for transshipments and partial shipments and state shipment terms as CPT to Buyer’s named destination. Banking charges are for account of Buyer.

Delivery dates are best estimates only, are not guaranteed and do not form a term of the order. All quoted or accepted delivery times will take effect only after receipt of all documents, licenses and information required for execution of the order, such at the sole judgment of Seller. Seller reserves the right to make deliveries in installments and, at the option of Seller, the order is severable as to such installments.

Buyer shall inspect each shipment upon delivery and immediately notify Seller in case of visible defects, damages and missing articles. Irrespectively, all claims shall be made in writing to Seller within the warranty period as stipulated in Article 7, failing which, Buyer will be deemed to have accepted the articles.

Seller warrants that any article sold or otherwise made available to Buyer under these terms will at the time of shipment be free from defects in design and workmanship and will conform to Seller’s applicable specifications. If any article supplied hereunder by Seller is not as warranted, Seller will, at its option (i) refund the purchase price, (ii) repair or (iii) replace the article, provided proof of purchase and written notice of nonconformance are received by Seller within Twelve (12) months from the date of shipment and provided said non conforming article is, with Seller’s prior written authorization, returned to Seller’ facility no later than Thirty (30) days after expiration of the warranty period at Buyer’s expense and risk. Articles repaired shall be warranted by Seller for Ninety (90) days after shipment. This warranty does not apply to an article relating to any article not in its original condition or which Seller determines has been, by Buyer or otherwise, subjected to testing for other than specified electrical 
characteristics, to operating and/or environmental conditions in excess of the maximum values established, mishandling, misuse, neglect, improper installation, lightning, over­voltage, repair or alteration, damage, assembly or processing that alters physical or electrical properties.

Seller’s warranty will not be enlarged and no obligation or liability will arise out of Seller’s rendering of technical advice in connection with this order or any article furnished hereunder. Unless otherwise agreed in writing, this warranty extends to Buyer only and may be invoked by Buyer only on behalf of its customers. Seller will not accept warranty returns directly from Buyer’s customers or users of Buyer’s products. This warranty is in lieu of all other warranties, conditions or representations whatsoever, whether express, implied or statutory, including warranties of merchantability or fitness, for a particular purpose, all of which are hereby expressly excluded. Under no circumstances will Seller be liable in contract or otherwise for any damages, whether incidental, consequential, general, special or other, or for any other remedy arising from any loss, damage, expense or injury sustained from or in connection with the sale, installation, use, service or failure of the article sold or any defect therein or from any other cause.

Seller will not be liable for a delay in or failure to perform its obligations hereunder if the delay or failure is due to causes beyond Seller's control. Such causes may include, but are not limited to, an act of Buyer, its agent, employee, subcontractor or supplier, an act of government, fire, flood, strike, riot, war, freight embargo, inability to obtain material, an act of a subcontractor or supplier and other similar or dissimilar causes beyond Seller’s control. If Seller is unable to perform or complete performance of this order wholly or in part due to causes beyond it’s control, Seller may cancel this order or the outstanding part thereof without further liability to Seller. In the event of any such delay or failure, Seller shall as soon as practical notify Buyer. If the delay extends for more than Ninety (90) days, either party may, after Thirty (30) days written notice, terminate the order with respect to the unexecuted portion of the work, whereupon the Buyer shall pay termination charges plus a reasonable profit.

All orders subjected in whole or in part to these terms shall be governed, construed and enforced in accordance with the laws of The Netherlands.