Of Sandex B.V. domiciled in Lisse and Noordwijkerhout (The Netherlands) registered with the Chamber of Commerce at Leiden (Netherlands) under registration number 54938 hereinafter to be referred to as “The Vendor”

Article 1: General

1.1  These conditions shall apply to all agreements made by the Vendor, the implementation of those agreements and to all offers made by the Vendor.

1.2  conditions have been consented to and approved by the Vendor in writing. In  accepting the conditions of the Vendor the Buyer consents to these conditions and to he fact that these conditions shall prevail over the Buyer’s own conditions for present and future agreements.

1.3  A copy of these conditions will be supplied by the Vendor upon request free of charge.

1.4  Any variation of these conditions (or any variations in part) will only be valid if agreed to in writing by the Vendor and the Buyer.

Article 2: Modifications

2.1  Modifications of the purchase agreement, irrespective to the nature of the modification and without prejudice to the provisions of article 2.2 below, are only valid if agreed to writing by the Vendor and the Buyer.

2.2  The prices of the Vendor at the time of offering or respectively, at the date of the contract are based on the current wages, wage costs, social security premiums, taxes, freight charges, insurance premiums, prices of raw materials, prices of supplies, exchange rates and other costs. In the event of increase in one or more of these costs the Vendor will be allowed to increase the offered or agreed price proportionately, subject to any legal provisions concerning such increases. Where a purchase order is placed by the Buyer without previous agreement on the prices, such an order will be subject of the prices prevailing on the day of placement of the purchase order, irrespective of any deliveries on previous orders.

Article 3: Offers and Orders

3.1  All offers given by the Vendor shall be non-binding unless otherwise specified in the offer.

3.2  Purchase orders from Buyers are only binding on the Vendor following written confirmations of such purchase order by the Vendor.

Article 4: Deliveries

4.1  Freight terms shall be defined in accordance with the Incoterms 1990 of the International Chamber of Commerce. Deliveries will be made Ex Works, unless other terms are agreed.

4.2  A term of delivery will only apply if mentioned in Vendor’s order confirmation. Such term will run as of the moment of confirmation of the order by Vendor. A term of delivery shall only be a target term. The Vendor will do everything possible to deliver within this target term.

4.3  The delivery of the goods bought by the Buyer from the Vendor will, without prejudice to article 6.1 hereinafter, be completed:

a)    when the Vendor offers the goods to the Freight Forwarder for delivery, in case that the Vendor and the Buyer agreed that the goods will be delivered to an address specified by the Buyer and in all other cases;

b)   when the Vendor informs the Buyer that the goods are ready for collection by the Buyer. In such a case the Buyer must collect the goods at the works of the Vendor or at an address specified by the Vendor within seven (7) days of being so informed. Failures to do so will allow the Vendor to store the goods at the expenses of the Buyer.

4.4  Delays in deliveries of the goods -irrespective of the cause of such delay- shall not entitle the Buyer to suspend any obligations owed by the Buyer to the Vendor.

Article 5: Force Majeure

5.1  In the event of force majeure the Vendor shall be entitled to cancel the agreement forthwith without intervention of the Courts being necessary, or to delay the date of delivery until the force majeure has ceased, without the Buyer being entitled to any compensation

5.2  Force majeure preventing the Vendor from executing correctly and timely the order of the Buyer shall amongst others be deemed present in the following circumstances: war, war damages, civil war, mobilization, uprisings, nuisance, fire, water damage, flooding, strikes, occupation, exclusion, import and export difficulties, government regulations, defective machinery, disruptions in the energy supply, delays in delivery of raw materials and supplies as well as all other conditions which may occur and for which the Vendor or third parties cannot be blamed or held responsible for. These may be conditions arising at the premise of the Vendor and/or at the premise of the supplier of raw materials and supplies, as well as conditions arising during transport or shortage (of whatever nature).

Article 6: Retention of Title

6.1  All goods sold by the Vendor to the Buyer will remain the property of the Vendor as long as the Vendor has any claims on the Buyer, irrespective of the basis of such claim.

6.2  The Buyer shall be entitled to dispose of the purchased goods and to sell and transfer the goods in the ordinary course of business

6.3  The Buyer shall be obliged to store the goods supplied by the Vendor separately and clearly identifiable. The Vendor shall be entitled to remove, to take back or to store the goods elsewhere if the Buyer does not, not completely and/or not timely, comply with his obligations visa a vis the Vendor or  it  is apparent that the Buyer will not be alble to comply completely and timely with his obligations vis à vis the Vendor. This shall apply in particular, but shall not be restricted to, where the Buyer has been granted suspension of payment, or when the Buyer has been declared bankrupt or when the Buyer has made arrangements for payment of his creditors.

6.4  The Buyer shall be obliged to inform the Vendor if other parties claim any rights over the goods supplied by the Vendor still has claims against the Buyer. In that event, the Vendor shall be entitled to remove the goods from the Buyer, take the goods back and to store the goods elsewhere.

6.5  If the Vendor wishes to take back the goods supplied in terms of articles 6.3 and 6.4 the Buyer will give the Vendor full access to his premises. The Buyer shall be liable for all expenses the Vendor has to incur in order to take back the goods or store them elsewhere. The Vendor shall only be obliged to re-supply the goods when the Buyer has met all his payment obligations vis à vis the Vendor or when adequate guarantees to the Vendor’s claim(s) have been given by the Buyer.

6.6  From the moment of delivery onwards as defined in article 4.3 the Buyer shall bear the risk of loss, damage or any other loss of value in the goods.

Article 7. Payments:

7.1  Payments must be made within thirty (30) days of date of invoice, unless otherwise agreed.

7.2  Upon expiration of the term of payment referred to  in article 7.1 in the event of non payment the Buyer will automatically be in default and will owe the legal interest increased with four percentage points on the total amount invoiced, running as of the first day the payment is due.

7.3  The Buyer shall not have any right of set off of the setting price against any amount claimed by the Buyer from the Vendor.

7.4  All expenses of the collection of payment (both judicial and non-judicial) incurred by the Vendor due to default of the Buyer (with a minimum of 10% of the total amount due). will be for Buyer’s account.

7.5  If the Buyer does not meet any obligations arising out of the agreement between him and the Vendor, or agreements delivered from such agreement or where the Vendor can reasonably anticipate that the Buyer will in the future be unable to meet his obligations the Vendor shall be entitled to:

a)    prepayment or reasonable guaranties for payment or to demand cash on delivery for all of the Buyer’s obligations, present or future;

b)   suspend deliveries (as well as the manufacturing or preparations of the goods to be delivered), without prejudice to his demand guaranties for payments simultaneously or subsequently;

c)    immediately cancel the relevant agreement, which has not been carried out partially, or totally, without intervention of the Courts being necessary;

d)   immediately cancel or suspend one or more agreements notwithstanding that the Buyer with respect to such agreements is not  in default, without intervention of the Court being necessary, without prejudice to Vendor’s right to demand full compensation for the damages.

Article 8. Complaints:

8.1  Complaints concerning goods supplied by the Vendor to the Buyer must be made to the Vendor within eight (8) days of date of delivery as set out in article 4.3. In case of non-compliance with this provision, the Buyer shall have no recourse vis à vis the Vendor.

8.2  The Vendor will investigate the validity of the complaint as quickly as possible. To assist such investigations the Buyer will therefore allow representatives of the Vendor full access to his premises to enable them to inspect the goods. Following this inspection the Vendor will decide whether the complaint is valid or not. Where the complaint is held to be valid, Buyer will return the goods and the Vendor will take back those goods and replace them as soon as possible or grant the Buyer a reasonable price discount if he so wishes. If the Buyer disagrees with the Vendor on the validity of the complaint, then the decision as to the validity will be referred to an expert. The expert is to be jointly appointed by both parties. Both parties will agree to abide by the expert’s decision. Expenses, if any, are to be paid by the party ruled against by the expert.

8.3  A return shipment must be free of freight charges and will only be accepted after the Vendor has given prior written approval (by mail, telex, fax, or telegram).

Article 9 Liability:

9.1  The liability of the Vendor for goods sold and delivered shall be limited as set out in article 8.2 In particular the Vendor shall not be liable for any trading losses and/or consequential losses to the Buyer  and/or third parties due to any alleged defects in any goods.

Article 10 Jurisdiction and Applicable law:

10.1 All disputes arising under or in connection with an agreement to which these conditions apply, will be exclusively settled by the competent Court in Amsterdam. Dutch law is applicable to such agreement and to these conditions.

10.2 With doubt as a result of difficulties with the translation of those terms in another language as Dutch, the terms and conditions written in Dutch will be decisive for the exact meaning of the terms and conditions.