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General Conditions of Sale, Delivery and Payment of Ants Technology & Consulting BV, Swalmen, Netherlands

1.   Validity of conditions

1.1.  The terms and conditions of trade and delivery of ANTS Technology & Consulting BV (in the following referred to as "ANTS") shall apply exclusively. Any conditions of the other contracting party (in the following referred to as "Purchaser") conflicting with or deviating from these Conditions of Sale, Delivery and Payment shall not be recognized unless ANTS has expressly agreed in writing to the validity of the deviating conditions. These terms and conditions of trade and delivery shall also apply if ANTS has carried out the delivery to the Purchaser without objecting despite being informed about the Purchaserís conditions conflicting with or deviating from ANTS's own terms and conditions of trade and delivery.

1.2.  The terms and conditions of trade and delivery shall also be valid for all future transactions with the Purchaser.

1.3.  The terms and conditions of trade and delivery shall only be applicable to entrepreneurs.

2.   Offer and acceptance

2.1.  All offers submitted by ANTS are subject to confirmation. ANTS reserves the right to cancel an article, exclude an article from delivery or change the price. The scope of ANTS's supply commitment is determined by ANTS's acknowledgement of the order or offer. Verbal agreement, direct or by telephone, only become effective after written confirmation.

2.2.  If the order is to be qualified as an offer, ANTS may accept this within a period of 4 weeks. At the latest, the contract shall commence with the shipment of the goods ordered or with the shipment of the first supply in the case of partial shipment.

2.3.  The drawings, statements of weight and dimensions, patterns, etc., contained in the offer documentation are only approximations and do not represent standard characteristics. ANTS is entitled to deviate from the descriptions in the offer in so far as these deviations are not of a fundamental or essential nature and the contractual purpose is not restricted thereby.

2.4.  Where ANTS manufactures parts on the basis of the customer's drawings, sole validity shall be accorded to the drawings prepared by ANTS and approved by the Purchaser. Any deviations from approved drawings shall be agreed separately and any extra costs arising there from shall be remunerated.

2.5.  Individual cost estimates requested by the Purchaser shall be remunerated. In the case of order placement, the corresponding charges shall be included in the purchase price.

3.   Protective rights

3.1.  ANTS reserves the property right and copyright to all representations, drawings, calculations and other documentation. This applies in particular to any written documentation marked as "confidential". The Purchaser may only make such documentation available to third parties after previously obtaining ANTS's written agreement.

3.2.  If deliveries are based on drawings or other information supplied by the Purchaser and if this results in protective rights being claimed by a third party, the Purchaser shall, within the internal relationship, absolve ANTS from all liability.

4.   Prices and payment

4.1.  Unless otherwise agreed, prices are valid ex works, including loading at the works, but excluding packing; the latter is charged separately on the invoice.

4.2.  Our price lists, price quotations and cost estimates are non-binding.

4.3.  The stated prices always apply to a concrete order, specifying both the quantity and the delivery time.

4.4.  All prices are net prices to be understood plus value-added tax.

4.5.  Payment shall be effected within 30 days after date of invoice without deduction.

4.6.  ANTS is entitled, even in the case of the Purchaser's contrary terms of payment, to credit any payment initially against the oldest, not specifically defined debt. If cost has already arisen or interest is already due, ANTS shall be entitled to credit any payment initially against the cost, subsequently against the interest and finally against the main account.

4.7.  Any extra expenditure due to subsequent requests for changes can be charged by ANTS to the Purchaser.

4.8.  The Purchaser shall only be entitled to offset amounts due if and in so far as his counterclaims have been found to be legally effective and are undisputed or have been acknowledged by ANTS in writing. The Purchaser's right of retention shall be restricted to claims arising from the contractual relationship.

5.   Delivery time

5.1.  Delivery periods and delivery dates shall only be regarded as binding agreements if the offer expressly contains such a promise in writing. ANTS shall not be obliged to observe the delivery date or delivery deadline if the Purchaser does not carry out his duties (payment on account, supply of the necessary documents, etc.) in time. The defense of non-performance of contract shall be maintained.

5.2.  Delivery periods shall commence at the earliest on the day on which the contract was concluded in writing. Prior clarification of all technical questions is a precondition of commencement.

5.3.  Partial shipments are permissible.

5.4.  If the Purchaser subsequently requests changes, ANTS shall not be obliged to insurable risks if this is expressly desired by the Purchaser.

6.   Packaging

6.1.  Returned transport or other packaging shall not be accepted, apart from pallets. The Purchaser shall be obliged to dispose of the packaging at his own expense.

7.   Installation & mounting

7.1.  ANTS's offers do not include installation and mounting. In so far as contractually agreed with ANTS, installation & mounting shall be charged to the Purchaser separately. In such a case, the Purchaser shall ensure that the site allows reasonable access and is suitable for use. Furthermore, the Purchaser shall be responsible for unloading.

7.2.  The Purchaser shall provide a power connection.

8.   Reservation of ownership

8.1.  ANTS retains the ownership title to all items supplied until receipt of all payments arising from the supply agreement. In the case of conduct not conforming to contract, in particular delay in payment, ANTS shall be entitled to repossess the purchased item.

8.2.  During the period of reservation of ownership the Purchaser shall be obliged to treat the items supplied carefully and to insure them at reinstatement value, at his own expense, against any type of destruction or loss.

8.3.  Costs for maintenance and inspection work shall also be borne by the Purchaser during the period of reservation of ownership; this also applies when this work is carried out by ANTS.

8.4.  In the case of attachments or other interference by third parties, the Purchaser shall inform ANTS immediately in writing so that ANTS may lodge a third-party action against execution. If the third party is unable to reimburse the judicial and extrajudicial costs of such an action, the Purchaser shall be liable for these costs.

8.5.  If the Purchaser's conduct does not conform to contract, in particular in the case of delay in payment, ANTS shall be entitled to recover possession after demand for payment while the Purchaser shall be obliged give up possession.

8.6.  The Purchaser is entitled to resell the purchased item in the ordinary course of business. However, prior to this all accounts receivable from the Purchaserís buyers or third parties as a result of this resale shall be assigned by the Purchaser to ANTS up to the final invoice amount (inc. value-added tax) of ANTS's claim, irrespective of whether the purchased item was sold without or after further processing. The Purchaser shall remain entitled to collect this account even after delivery. ANTS right to collect the account shall remain unaffected thereby. However, ANTS undertakes not to collect the account provided the Purchaser fulfills his payment obligations out of the proceeds collected, does not delay his payment and, in particular, provided an application for insolvency proceedings or cessation of payments has not been filed.

8.7.  If the goods supplied are inextricably mixed or interconnected with other articles not belonging to ANTS, ANTS shall become co-owner of the new or interconnected object to the extent of the value of the goods supplied (final invoice amount, inc. value-added tax) in relation to the other article or other articles at the time of mixing or interconnection. The Purchaser shall hold the resulting sole ownership or co-ownership in safe custody for ANTS.

8.8.  Herewith the Purchaser also assigns to ANTS the account receivable from third parties in order to secure ANTS receivables arising from the connection of the goods supplied to a piece of real estate.

8.9.  ANTS undertakes to release the receivables due to ANTS upon request if the realizable value exceeds ANTS receivables by more than 20%. ANTS shall be able to choose the type of security.

9.   Liability for defects/liability

9.1.  ANTS is not liable for damage due to misuse, wear and tear, storage or other actions by the Purchaser or third parties. This applies in particular to wearing parts.

9.2.  Legal entitlements arising from the liability for defects shall become statute-barred one year after delivery of the goods. This does not represent a durability guarantee.

9.3.  The Purchaser shall be obliged to fulfill his duty to examine the goods even if they are to be resold.

9.4.  ANTS shall be entitled to choose between remedy of the defect or supply of a replacement.

9.5.  The Purchaser's right of recourse against ANTS due to liability for defects in the case of claims against the Purchaser by his buyers shall be excluded if the customer has not fulfilled his duty to examine the goods and give notice of defects or if the goods have been modified by processing.

9.6.  ANTS liability according to the legal regulations concerning damages shall be unrestricted if a violation of duty attributable to ANTS is due to intent or gross negligence. In so far as the violation of duty attributable to ANTS is due to ordinary negligence and an essential contractual duty has been culpably breached, the liability for damages shall be restricted to the foreseeable damage which typically occurs in similar cases. Otherwise liability is excluded.

9.7.  Liability according to the provisions of the product liability law shall remain unaffected. Equally unaffected shall be the liability for injury to life, body and health.

10.   Product liability

10.1.  The Purchaser may only use the goods in accordance with the intended application and must ensure that these goods are only resold to persons familiar with the hazards and risks of the product.

10.2.  If the Purchaser uses the goods as a basic material and sub-product of his own products, his duty to warn when putting the final product into circulation shall also extend to the goods supplied by ANTS. Within the internal relationship the Purchaser shall absolve ANTS, upon first demand, from the assertion of claims in the case of non-observance of this duty.

11.   Other/final provisions

11.1.  Place of performance shall be Roermond, the Netherlands.

11.2.  Place of jurisdiction for all disputes arising from the contract shall be Roermond, the Netherlands. However, ANTS shall also be entitled to sue the Purchaser at the court seat where the Purchaser has his general place of jurisdiction or at the court seat where the Purchaser has a branch establishment.

11.3.  Applicable shall be Dutch law. Application of the Vienna Purchase Act is excluded.

11.4.  In so far as individual provisions of the contractual relationship are invalid, the validity of the other provisions shall not be affected thereby. The parties shall try to replace the invalid provision by a valid one corresponding as closely as possible to the commercial purpose of the contract.

12.   Place and amendments General conditions

12.1.  These conditions are registered at the Chamber of Commerce Limburg-Noord, Venlo.

12.2.  Applicable at all time is the last version, c.q. the version applicable during the time of legal relationship with User.

12.3.  The Dutch text of the General terms and conditions is the standard for Interpretation of the terms.

 

 

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