General conditions

1.1 These general conditions apply on all tenders, applications and offers, as well on every agreement to supply of matter and services by the private company with restricted liability THEROLI, established  and head office at Well. Of these general conditions derogatory stipulate its only validly if

these are explicitly approved by THEROLI.

1.2 The relevance of general and/ or other (purchase) conditions of the counterpart THEROLI are

explicitly rejected, unless these conditions or one or more provisions of it explicitly

written by THEROLI have been accepted.

1.3 The counterpart with who an agreement has been once concluded

under these conditions accepts the relevance of these conditions on

later agreements.

Article 2:        Production

2.1 Doing a tender THEROLI are without engagement and put through her

concerning goods to provide. If it has not been differently indicated in the tender, is these no longer then fourteen (14) summon validly. Offers from stock occur always subject to interim sale.

2.2 The agreement has come about firstly, this way THEROLI the task has confirmed in writing to the counterpart, or THEROLI have made a commencement with the actual implementation of

it, this within four weeks after placing of the order. Also agreements contracted trade agents, trade travelers and / or other commission agents, to bind THEROLI firstly after these agreements THEROLI have been confirmed in writing. Or THEROLI actually have made a commencement with the implementation of it.

2.3 Changes concerning the agreement will be only effective if these

written between THEROLI and the counterpart has corresponded.

Article 3:        Supply, property reservation and risk

3.1 The task of the supply time occurs always approximately and becomes to have considered not fatal, unless explicitly written differently has corresponded.

3.2 Unless explicitly written differently has corresponded money the

warehouses of THEROLI (in Well) as a place of supply.

3.3 The matters provided by THEROLI remain property of THEROLI until

the counterpart has complied all the following obligations from some

with THEROLI agreement concluded:

- The counter-payment for the provided or to provide matter himself;

- The possible progress closed because of compliance by the counterpart with THEROLI agreement.

3.4 The liability and the risk concerning by THEROLI matter to provide

proceed on the counterpart at the moment of delivery of that matter to

the counterpart.

3.5 For supplies to foreign country the following provisions apply:

3.5.1 We represent ourselves the right of property of provided goods

up to the moment that all progress which we, on which legal basis thus, with respect to the obligation business or still get in their whole to have been satisfied.

3.5.2 We stand our customers resale by means of usual business gone revocable. This right expires in case the payments is stopped. Reimbursements already all with  side rights that he transfers the

customer with respect to resale is entitled to us. The transfer of this progress serves as a certainty for all rights as called in Article 3.5.1. The customer can reclaim the transferred progress, as far as we have not withdrawn this authorization. The authorization to covering expires without these have been

withdrawn explicitly, if the customer stops the payments. On our request the customer must notify our irrevocable in writing to he who goods have been resold and which reimbursement he is entitled

to because of this on the purchaser. He must legal essay certificates for us on own costs, from what appears that the progress is transferred to our.

3.5.3 It has not been permitted the customer in an other manner with respect to objects which are with reservation or our property have or with respect to our progress transferred. Pledge confiscation or remaining restrictions of rights with respect to the ounce entirely or partially belonging to objects must by the customer to our being notified immediately.

3.5.4 We have the right at all times refund of the ounce belonging to

require goods, if the customer is in default with respect to the payments or is

capacity situation in substantial respect deteriorates himself. When we use of the right, is, other binding legal provisions and unimpeded leaving, only then of release from the agreement talk, when we explain this explicit.

3.5.5 When the value of for our existing certainty the our progress on the customer with in sum more than 20% exceeds, then we on request of the customer released  certainty of our choice.

Article 4:        information duty

On first request to this end of THEROLI is counterpart obliges to

THEROLI its correct notify VAT - identification number, as well as the name among which counterpart at the concerning Tax and Customs Administration state registered.

Article 5:        To price

5.1 Unless differently mentioned, the prices during the tender respectively order date applying altitude

of the purchase prices have been based, remunerations, remuneration costs, social - and government charges, freight, insurance premiums and other costs.

5.2 In case of increase of one or more cost factors THEROLI have been

entitled the order prices raise accordingly, and an other one taking into account to the point existing legal regulations, with condition to serve however that future increase in the price the

already well-known must be mentioned at closing of the agreement.

Article 6:        Certainty

THEROLI have been entitled already provide front of or with providing or

complying with the agreement otherwise by going, to its judgement sufficient certainty to compliance with the compliance obligation of counterpart to progress.

Article 7:        Publicity

7.1 The counterpart serves the matter delivered by THEROLI at delivery, or as soon as possible (and at the latest within 24 hours afterwards) at (leave) to examine. The counterpart must examine thereby if it answers provided to the agreement, namely know:

- or the correct matter has been delivered;

- or the provided matter concerning quantity (for example number of and quantity) corresponds with what has corresponded;

- or meet the delivered matter the agreed quality requirements at least, if they have not corresponded specifically, to the demands which can be made for normal use and/or normal aims.

7.2 Lacks are observed, then the counterpart this must delivery or communicate installation

within 8 working days after in writing to THEROLI.

7.3 If publicities are recognized as valid, this to assess THEROLI, then THEROLI or lacks repair, are possible or settle the net invoice amount.

7.4 Publicities concerning invoices must be submitted also in writing and within eight days after shipping date of the invoices.

7.5 Submitting complaint does not dismiss the counterpart of its obligations from the agreement with THEROLI.

Article 8:        Guarantee

8.1 THEROLI guarantee only that by its delivered matter the properties have which are for a normal use of it necessary, as well as the properties which are necessary for some particularly use, which use at the agreement with THEROLI has been explicitly foreseen.

8.2 The guarantee does not apply if matter on which that guarantee is

related, in accordance with their order or injudicious is not or are used, use regulations have not been observed, incompetent repairing have been performed, changes have been introduced or number or plumbs has been mutilated

or has been removed.

8.3 In case guarantee THEROLI has been supplied, the guarantee period walks, unless explicitly written differently corresponded, the number of months during which the producer guarantee has possibly supplied, however never more than the legal guarantee period.

8.4 On account of by our supplied guarantee with respect to goods which are themselves outside the Netherlands, are able be kept we only responsible for the costs from convalescence

or replacement to highly the amount, that these will have walked costs in implementation in the

Netherlands.

8.5 Matters of which the guarantee is called upon can be only sent back by the counterpart after preceding authorization of THEROLI.

8.6 The matters which is sent back must have provided with the original THEROLI to the counterpart have been delivered invoice with possible associated, entirely developed guarantee certificate or guarantee proof and a clear description of the complaint.

Article 9:        Liability

9.1 Not, not swift and/ or unsuitable supply as well as not well the functioning of the provided matter, the counterpart gives no right to damages and/ or dissolution, as far as there is talk of supremacy on the side of THEROLI.

9.2 Notwithstanding her further belonging to rights have THEROLI, if she is prevented supremacy carry out the agreement or time to carry out, the right suspend the implementation of the agreement, or the agreement entirely or partly without  to dissolve at choice of THEROLI to damages are otherwise kept or.

9.3 Under supremacy on the side of THEROLI among others talk if THEROLI are prevented meet after closing the purchase contract its obligations from this agreement as a result of war, is war danger, civil war, riot, molest, fire, water damage, flood, strike, employee occupation, exclusion, import and export obstructions, government measures, failures to machineries, jamming in the supply of energy, everything both in company of THEROLI and at third parties of which the salesman the required material or raw materials entirely or partially must involve, as well as at rise or during transport yes or no in own management and in addition by all causes the debt or risk management of THEROLI arises.

9.4 Liability of THEROLI for indirect damage, included consequence damage,

lacked profit, missed savings and damage company stagnation, it has been excluded.

9.5 The total liability of THEROLI because of accountable shortcoming in the compliance with an agreement with the counterpart has been restricted to compensation of direct damage to maximum     € 500.-

9.6 The liability of THEROLI because of accountable shortcoming in the compliance with an agreement arises only if the counterpart puts THEROLI immediately and soundly written in lack, putting thereby a reasonable period for purification of the shortcoming, and THEROLI also after that period accountable in the compliance with its undertakings shortage continue shoot. The letter of short coming must a this way given full details possible contain description of the shortcoming, so that THEROLI are able  to react adequate.

9.7 The counterpart protects THEROLI for all interventions of third parties concerning the matter provided by THEROLI.

Article 10:        Dissolution

THEROLI have been entitled, notwithstanding the rights which she has on compensation of costs, damage and or interests, the agreement entirely or partially, without dissolving when short coming or legal mediation with immediate entrance:

A.        to the counterpart postponement of payment it has been granted;

B.        with respect to the counterpart bankruptcy it is requested;

C.        the counterpart comes die or it is put under trusteeship;

D.        the counterpart proceeds to strike, liquidation or transfer of its company, or proceeds amending the objectives of its company;

E.        seizure on whole or the part of the capacity of the counterpart is laid;

F.        the counterpart does not comply with only obligation from this agreement or from the law;

G.        the counterpart leaves behind an invoice amount or satisfy a part of

it within for that the set period.

Article 11:        Suspending right

If and as long as the counterpart not, not considerable or not swiftly satisfies some obligations which closed for her not from with THEROLI agreement or with that a coherent agreement results, THEROLI have the right suspend the compliance with its undertakings from this agreement.

Article 12:        Payment

12.1 Unless differently corresponded, payment serves, this for the choice of THEROLI, or net cash at supply, or by means of discharge or transferring on by THEROLI bank or Postbank

account designated, within ten days after invoice date, to occur, without discount or compensation.

12.2 THEROLI are at all times competent use of its right to setoff.

Article 13:        Interest and costs

13.1 If payment not within the period mentioned in Article 12 has taken place, are counterpart in staff absence and THEROLI have been entitled concerning claimable the amount, beside the applying legal interest, to the counterpart an interest of 2% to charge.

13.2 All to make judicial and non-judicial costs come at the expense of counterpart. Non-judicial the incasso costs to amount to at least 15% for the foreign country 20%, of by counterpart the principal sum chargeable with minimum of euro 125,-

Article 14:        Annulment

14.1 If a task accepted by THEROLI counterpart is cancelled, THEROLI have been entitled, subject to that annulment by its it is accepted, fixed damages to charge of 30% of the invoice amount, multiplied with the possible costs, charged by subcontractors to THEROLI.

14.2 THEROLI accept the liability for appeal claiming of its counterpart, in particular of distributors or of other resellers of THEROLI products, from which account thus and more in particular on account of product liability.

14.3 The counterpart protects THEROLI for appeal claiming of its resellers of THEROLI products, from which account thus and more in particular on account of product liability.

Article 15:        Personal data

15.1 THEROLI live the legal regulations concerning protection of personal data, as in the law protection laid down person data, after. If the counterpart wants to see its personal details, to correct or removes, then the counterpart can get in touch about this with THEROLI. THEROLI will give the desired information to the counterpart and, if wished by the counterpart, the data concerning the counterpart adapt.

15.2 By counterpart supplied data THEROLI are used for the processing

of the agreement. The data are taken on in a file.

Article 16:        Proof

16.1 For the provision of the scope of the payment obligations of the counterpart the administrative data of THEROLI are decisive, subject to by providing counter-evidence to the counterpart.

16.2 Subject to counter-evidence the numbers mentioned on the invoice or waybill apply between THEROLI and its counterpart, half-measures and weights as correct.

16.3 If under with THEROLI agreement closed THEROLI to the counterpart a letter becomes sent or a statement is made, with that the aim at legal consequence arises at the moment of for the mail delivery, even if the letter or communication by the addressee is not received or has been taken in reception.

Article 17:        Appropriate right and disputes

17.1 On all tenders, operations and by THEROLI with the counterpart agreements closed, is as far as in these conditions something else exclusively Dutch right does not apply certain. The functioning of the Viennese buy Treaty has been excluded.

17.2 All disputes coherent with and/ or resulting from these general conditions and/ or agreements on which apply these general conditions, in general it will be tried commonly by the to the point competent

judge at s'hertogenbosch, but THEROLI keep themselves the right for possible disputes to the judge concerned present where the counterpart has its general seat.