RETROFLEX BV: GENERAL CONDITIONS OF SALE

Of the Private Company Limited by Shares Retroflex B.V., Rumpt (Netherlands), registered at the Chamber of Commer­ce Tiel with number 11031093, at which address these conditions have been deposited and can be claimed.

Article 1: APPLICABILITY

1. These conditions are applicable to all our offers and quotations, agreements and granted orders.

2. The term ‘buyer’ in these conditions refer to any person who, or company which, has made an agreement or wants to do so, whether by himself or via any representative, proxy, succes­sor and heir.

3. Amplifications and alterations of these conditions commit us solely if they are agreed upon between us and buyer in writing.

4. In case we agreed upon an alteration to these conditions buyer may not refer to this alteration in any future agree­ment. For any contract requires an explicit agreement concerning such deviations from these conditions.

Article 2: OFFERS, QUOTATIONS AND AGREEMENTS

1. All our offers and quotations, whether in the form of pricelists, printed matter, brochures or otherwise -inclu­ding verbal offers and quotations and other statements of our agents or employees- are without engagement unless otherwise have been agreed upon.

2. Any alteration or amplification of these offers and quota­tions does not commit us unless they have been agreed upon in writing.

3. Any agreement between us and buyer comes to life exclu­sively in case and after we have confirmed an order in writing, or because we completely or partly comply with such an order.

4. At the closing of the agreement we are entitled to demand prepayment of the price or any security, to be judged by us, from buyer to secure the financial fulfilment of the agreement with him. In case buyer refuses to fulfil this prepayment, or to pay any instalment, or to offer any security demanded by us, we are entitled to refuse the order.

5. We are entitled to call in the help of third parties to carry out the delivery or the installation or modification, and to charge buyer for it.

Article 3: PRICES

1. Unless mentioned otherwise, all our prices and rates are in Euro and are excluding V.A.T.

2. Unless explicitly agreed upon at the order-confirmation our price is not including:

a. special extra customs and import duties;

b. potential installation activities;

c. cost of freight and insurance unless in case of a return shipment agreed upon;

d. costs of packing and handling.

3. In case of orders valued less than  €500,- (excluding V.A.T.) buyer can be charged for the costs of freight plus € 25,– administ­ration costs.

4. The prices are based on costing applied at the moment of the offer. In case the price of these expenses has been increased, from the date of the offer onward, due to price increase of raw materials, additional materials, spare parts, freight, wages, insurance, taxation, levies, exchan­ge rates etc., we are entitled to raise the price proporti­onally.

5. The previous paragraph does also apply in case the raise of these expenses has been foreseeable during the con­clusion of the agreement.

6. In case the raise of the price of the expenses according to paragraph 4 supra exceeds 15%, buyer is entitled to annul the order within 5 working days from the date on which he has been informed of this increase.

Article 4: TERMS, TIME, EXECUTION OF DELIVERY AND WORK

1. Statements concerning times of delivery are never to be conside­red as legal deadlines unless it is agreed upon explicitly otherwise. So, in case of late delivery we first have to be put into default by letter in which, for the last time, a period of delivery will be granted to us.

2. Our duty to deliver has been fulfilled by offering our goods or services only once. The receipt signed by buyer or his representative functions as complete evidence of the delivery. In case of non-off take freight, storage and other expenses are at buyer’s account.

3. In case buyer has been negligent in co-operating to an action to which he is obliged in order to effectuate the delivery, the goods are at buyer’s risk from the moment that they are ready for freight or delivery.

4. In case the goods have to be delivered in different stages we are always entitled to demand security from buyer before proceeding with the stages of delivery. In case buyer refuses to grand the security demanded from him, buyer is entitled to terminate the agreement undiminished our rights to get compensation for expenses, damages and loss of profit.

Article 5: PROVISO AND TRANSITION OF PROPERTY

1. The delivered products remain our property until the moment when buyer has fulfilled all his paying and other duties.

2. Unless it happens within the framework of normal manage­ment as retailer, buyer is not entitled to transfer or pledge the delive­red goods, or to yield them for use, to third parties until buyer has ful­filled his paying and other duties.

3. In case buyer does not fulfil any obligation, origina­ting from the agreement, in time or properly, or, in case any circumstance such as mentioned in article 6 paragraph 1 occurs, we are entitled to take back the goods without judicial intervention. To this end buyer gives us irrevoca­ble full power to enter the room or locations in which the delivered goods are situated under penalty of €500,– for each day he fails to co-operate.

4. In case we succeed in taking back the delivered goods the agreement is terminated by virtue of article 6 para­graph 1.

5. Buyer is obliged to inform us immediately in writing in case third parties claim rights on what is delivered by us as long as the delivered has not been his full property, or in case any circumstance such as mentioned in article 6 paragraph 1 occurs. In case it turns out later, that buyer has not met this obligation he owes us a penalty, being 15% -excluding V.A.T. and with a minimum of € 500- of the amount he has to pay for the delivery.

Article 6: ANNULMENT AND TERMINATION OF THE AGREEMENT

1. We are entitled to terminate the agreement at call without any judicial intervention in case buyer:

a. is in bankruptcy, or files his petition in bankruptcy, or files his petition in delay, or is put in ward;

b. did not pay at all, or did not fulfil properly any obliga­tion of the agreement, or did not pay in time after being put in default in which a reasonable period was granted to fulfil his duties;

c. decides to liquidate or terminate his business;

d. is deprived of the management of his affairs, or -in case buyer is a human being- is put in ward, or dies.

2. In case of termination, such as described supra, all our claims against buyer are repayable at call, and, apart from this, we are entitled to claim full compensation for dama­ges, loss of profit and loss of interest.

3. Except for counterproof the claim ‘loss of pro­fit’ stands at minimally 15% -with a minimum of € 500,– of the price agreed upon. ‘Loss of interest’ will be calcula­ted according to the legal interests.

Article 7: TRANSITION OF RISK

1. Transport of goods, delivered or to be delivered, is carried out at buyer’s risk, this risk referring to both direct and indirect damages, unless otherwise is agreed upon explicitly.

2. Undiminished the statement in the previous paragraph the goods delivered by us exist at buyer’s risk from the moment of delivery onward.

Article 8: ‘EXTRA WORK’ AND ‘LESS WORK’

1. We are entitled to charge for ‘extra work’ and are obliged to deduct ‘less work’ from the amount agreed upon.

2.  ‘Extra work’ implies all work carried out by us, beyond the work agreed upon, at buyer’s request or order, or as a result of new or changed constructions or circumstances, and correspondingly ‘less work’ is defined in similar terms.

3. Annulment of the order, or part of it, is not to be considered as ‘less work’; for in this case Article 15 applies.

4. The regulation in Article 7A:1646 Civil Law book [Burger­lijk Wetboek] is excluded explicitly; as a consequence we do not need buyer’s explicit consent in writing to do the extra work.

Article 9: GUARANTEE

1. We perform all agreements as best as we can according to our ability and knowledge.

2. We guarantee our products against design-, manufacture- and material defaults according to the stipulations given by the manufacturer for the period mentioned in connection with those products, this period starting from the moment of the delivery or installation.

This guarantee is valid provided our delivered products are used and handled according to the instructions and techni­cal specifications given by us (or the manufacturer). So, repairs and deliveries resulting from manufacture’s and material defaults are effectuated free of charge.

3. Any guarantee obligation expires whenever buyer:

a. installs the delivered product wrongly, or have it in­stalled wrongly by third parties;

b. carries out alterations or repairs at the delivered product either by himself or by other people;

c. uses the delivered product for purposes different from what it is aimed for;

d. has handled or maintained the product in an injudicious way, ‘injudicious’ here including non fulfilment of the instructions in Article 17 and everything meant as such according to trade usage.

Article 10: LIABILITY

1. We accept liability for damage caused by default in the delivered goods, or caused by errors during the execution of work, for which we are liable, in so far as this liabili­ty is covered by our insurance policy, and up to the pay­ment of our insurance company.

2. If the insurance company in any case does not pay for the damages, our liability is limited to the amount of the invoice excluding V.A.T..

3. In case buyer does not co-operate, such as instructed in Arti­cle 17, buyer can never claim any damages or any other right if we do not fulfil the agreement.

4. We are not liable for buyer’s choice of the delivered goods and materials, and we do not guarantee that the delivered goods and materials are suitable for the use desired by buyer, unless buyer has informed us beforehand explicitly about his intentions, and has not changed them ever since.

5. We are never liable for the technical deviations which, in the trade, are considered accep­table and unavoidable concerning quality, quantity, colour, size, finishing and the like; so, these deviations do not give buyer the right to refuse the delivered.

6. The limitations included in this Article does not hold in so far as the damage is caused with purpose or through ob­vious fault from our side or of our subordinates.

Article 11: PAYMENT

1.Unless otherwise is agreed upon in writing, all payments have to take place within 30 days after the invoice’s date, either in cash or on a bank-account, indicated by us.

2. All payments must take place without compensation of debts. For no reason whatsoever buyer is entitled to withhold his payments.

3. In case we have not received the invoice amount within the period indicated in the previous paragraph, buyer owes us an interest for that amount according to the legal interest, with a minimum of 1% for each month, valid for the period in which buyer is in default, counting the period in full months.

4. In case the payment of an invoice has not been received within the period such as indicated in paragraph 1 supra, and whenever we are using legal remedies in order to get payment of buyer, he is compelled to pay our collecting expenses, both judicial and extra-judicial.

These expenses are fixed at a minimum of 15% of the invoice amount (or the unpaid part of it), payable with a minimum of € 250,–, plus the possible legal expenses to be paid by buyer in virtue of a court sentence.

5. All payments by or in behalf of buyer are used, firstly, to cover the expenses owed by him, and thereafter, to cover the prin­cipal amount.

6. In case buyer is in default in paying a partial delivery or any stage of it, we are entitled to suspend all future delivery orders, or stages of delivery, with the same period during which buyer leaves unpaid a claimable invoi­ce, or part of it, undiminished our right to annul defini­tely the order or orders, and to demand payment for any claim of us. In this case we are also entitled to claim damages according to Article 6 supra.

Article 12: ACT OF GOD

1. ‘Act of God’ implies, among other things, that we are not able to carry out the order accor­ding to the agreements made between us and buyer, because of strikes, occupations of the factory, exclusion, fire, technical perturbations in the factory, traffic obstructions or transport problems, lack of raw materials and other materials, mobilisation, martial law, troubles or riots, import or export impedi­ments and other governmental measures or instructions and, moreover, any circumstance on which can not exert any reasonable influence.

2. In case of ‘Act of God’ we are entitled, without judici­al inter­vention, either to sus­pend ful­filment of the agree­ment as long as the Act-of-God situation continues, or to annul the agreement without being obliged to pay buyer for any damages or penalty. We are entitled to charge buyer proportionately for anything which has been delivered until then.

3. In case suspension of the order’s execution lasts for more than 60 working days, buyer, however, is entitled to annul the agreement.

4. In case of said annulment we are entitled to demand payment for anything delivered or executed by us until then, and we are not obliged to pay for any damage or penalty.

Article 13: COMPLAINTS

1. Buyer is obliged to control, or have controlled, the goods at the moment of delivery, or as soon as possible thereafter. Complaints concerning visible defects have to report to us within 24 hours after their determination. The complaint has to be confirmed by buyer by registered mail within three days after delivery at latest.

2. Complaints concerning non-visible defects of the delive­red goods have to report to us immediately after their determination, that is, within 14 days after delivery at latest and in any case in time in writing to us, such that we are able to check, or have checked, the rightness of said complaints.

3. Complaints concerning invoices, or part of them, have to be in our possession at latest within five days after their invoice date by means of registered mail.

4. After said periods expired, buyer is considered to have approved the delivery, or the work, or the invoice. In these cases complaints or claims will not be dealt with by us any more.

5. Complaints does not discharge buyer of his obligation to pay by virtue of Article 11 supra.

Article 14: RETURN DELIVERIES

1. Return deliveries without our previous permission are not allowed.

2. In case return deliveries are sent back after all with­out our permission, all expenses resulting from them are at buyer’s risk & expense.

3. Return deliveries, which are not accepted by us, do in no way discharge buyer from his payment obligations.

Article 15: ANNULATION

1. In case buyer annuls an order completely or partially, we are entitled to charge buyer for annulations costs with a minimum of € 500,–, undiminished our right to charge him for a higher amount in case of more damage suffered by us.

2. Request of annulations of the whole order, or part of it, cannot be granted after the complete or partial delivery, and cannot be granted either in case it concerns products specially made for buyer.

3. Annulations has to take place in writing by registered mail. The date in which the letter is received counts as date of annulations.

4. ‘Less work’, such as defined in Article 8, does not count as complete or partial annulations.

Article 16: COPYRIGHTS, SECRECY AND TRANSFERABILITY

1. We reserve all industrial and intellectual property rights concerning the products and materials delivered by us as well as the inventions, designs, models and copy­rights included in them.

2. Buyer is not allowed to lease, lend, copy, alter, or reproduce the products and materials delivered by us, without our explicit consent. In case of their infringement buyer owes us a penalty of € 25.000,– for each infringe­ment, undiminished our right to terminate all existing agreements and to demand compensation for damages and loss of profit by virtue of Article 6 supra.

3. We, in turn, will take precautions such that all data made available by buyer to us will be used exclusi­vely for the realization of the order. We will not provide third parties with these data without buyer’s written consent.

4. We will observe reasonable indications from buyer to guarantee secrecy.

5. Buyer is not allowed to transfer his rights and duties resulting from the agreement with us to third parties.

6. Transfer of rights and duties is only possible after buyer has informed us about it and after he got our expli­cit consent in writing.

Article 17: CO-OPERATION OF BUYER

Buyer shall always offer us all co-operation, data and information in time, which we consider necessary or useful to effectuate the ordered deliveries.

Article 18: DISPUTES

1. All agreements concluded with us are submitted to Dutch Law.

2. All disputes between us and buyer resulting from agree­ments shall be settled exclusively by the competent judge of our residence, unless we prefer to have the dispute settled by the competent judge of buyer’s residence or domicile.

3. The last version of the “Icoterms”, edited by the International Chamber of Commerce, Paris, shall be appli­ed in explaining international trade terms.

Article 19: PRIORITY OF THE DUTCH CONDITIONS

The Dutch version of these general conditions is binding and shall prevail over any translation.