General conditions

General conditions of the public limited company TurboSpares BV ®.

established in Rotterdam

Section 1: General

These general conditions apply to all quotes, deliveries and transactions of TurboSpares BV ®.  (hereinafter to be referred to as Seller) unless otherwise has been agreed with Buyers in writing.In cases in which written agreements deviate in some points from the General Conditions, the other Conditions shall remain in effect, as they also will in cases in which this precedence has not been stated explicitly.

Unless another explicit agreement has been made with Seller, all conditions in contradiction to the present Conditions which might be determined or deposited by Seller’s clients or by third parties with regard to offers, deliveries and transactions are void and not bindingto Seller, even if Seller has not explicitly objected to these deviating conditions.

Section 2: Quotes

2.1: Unless the opposite has been explicitly stated, all offers,tenders, quotations, price lists and delivery times are noncommittal and approximate, Seller will not be bound unless he will have accepted, ratified (or agreed to) an order.

2.2: In the event that no prior written agreement was concluded between Seller and Buyer, the purchase agreement comes into effect as of the moment in which Seller carries out a delivery requested by Buyer in its entirety or in part.

2.3: Seller is not liable for faults in quotes and/or confirmations of orders. This also applies to faults or deviations in drawings, illustrations, measurements, weights, price lists and/or commercial material

2.4: AII illustrations, drawings, etc. supplied by Seller explicitly remain property of Seller, and hence may not be reproduced, copied and/or put at the disposal of third parties without the permission of Seller.

Section 3: Prices

3.1: The sales price stated by Seller is based on the Seller’s purchase price and other cost factors, If one of the price components should increase after the confirmation of the order but before the delivery of the goods, Seller is entitled to pass on these price increases to Buyer.

3.2: Its general applicability notwithstanding, this clause applies in particular to changes of importation or exportation rights or other rights or to taxes instituted after the confirmation of the order or to changes in the exchange rate between the Dutch guilder and the foreign currency in which Seller has contracted for the goods.

Section 4: Terms of delivery

4.1: The terms of delivery agreed upon can only be stated as an approximate. If the agreed upon term has lapsed, Buyer is entitled to propose to Seller a reasonable other term of delivery through registered mail .Only after such term has not been kept, Seller can be held liable for having failed to live up to terms of the agreement.

4.2: Such exceed of term neither entitles Buyer to annul the order, refuse acceptance of or payment for the goods, nor obliges Seller to make any compensations to Buyer or to supply from its stock, if purchase was made with supply from plant.

Section 5: Complaints, Changes and Tests

5.1: Unless another arrangement has been agreed upon in writing, complaints with regard to used machinery and/or components supplied will not be dealt with by Seller, and Seller will not be held liable for any reason whatsoever. The stipulations in sub-sections 2 and 3 of this section refer exclusively to new machinery.

5.2: The stipulations in section 7 notwithstanding, Seller is not obliged to deal with complaints that were not submitted in writing within 14 days after the receipt of the invoice, or within 8 days within receipt of the goods, or - if it would not be reasonable to expect that Buyer would discover the deficiency at an earlier date - within 8 days upon the discovery of the deficiency.

5.3: Complaints with regard to goods supplied will not bear upon the rights and obligations of the parties with regard to goods supplied at an earlier or to be supplied at a later date, also if these goods were or would be delivered as part of the same agreement.

5.4: Any change or annulment of the purchase agreement requires the written consent of Seller. If Buyer wishes to make changes to or annul an existing agreement, he will be obliged to compensate Seller for any damages, including lost profit and all costs incurred as a result of the changes or the annulment of the agreement.

5.5: Any testing of the goods supplied will be done at the expense of Buyer.

Section 6: Assembly and Installation

6.1: Unless explicitly agreed otherwise in writing, prices of assembly and installation are not included in the purchasing price.

6.2 If Seller has committed itself to the assembly and installation of purchased and supplied machinery, it will only accept liability with regard to the functioning of that machinery

A: if assembly and installation are performed in accordance with its instructions. Seller is entitled to appoint an engineer to supervise the activities, Travel expenses as well as costs of accommodation and meals are to the account of Buyer;

B:  if circumstances (in the broadest sense of the word) at the place of assembly and installation do not hinder the activities, and if the fundaments, floors, walls etc. on which the machinery is to be positioned have been applied and/or prepared properly prior to the beginning of the activities.

Any additional activities are also to the account of Buyer. In addition, Buyer will supply all necessary assistance at his own expense in the form of manpower and/or accessory material.

6.3: If the engineer will not be able to proceed with the assembly and installation at a regular pace due to circumstances not influenced by Seller, any resulting costs will be to the account of Buyer.

6.4: Section 7 is applicable accordingly.

Section 7: Guarantees and Liability

7.1: Seller guarantees new machinery that was supplied and

assembled by him during three months stalling at the time of delivery or shipping, meaning that it will repair or replace (at Seller’s sole discretion) all components defective as a result of their improper construction within said period free of charge, if such deficiency is reported to Seller in writing immediately after its discovery, and in any event within the period mentioned in section 5, and if said component is shipped immediately freight paid - this in case that Seller would request such shipping The guarantee period shall be shortened if the machinery is in use during more than 40 hours per week.

The aforementioned and following notwithstanding, every Light to repair or replacement is void if the machine is not switched off immediately upon discovery of the fact that the machinery supplied is not functioning as it should

7.2: The aforementioned guarantee in regard to the repair or supply of a new component free of charge does not comprise statutory duties on the component supplied free of charge, nor importing rights or turnover tax, which will be to the account of Buyer. If the presence of an engineer should be required for the replacement or the repair of the defective component, the usual expenses will be charged.

7.3: No guarantee is given to components overhauled and/or repaired - but not replaced - by Seller.

7.4: In the event that Buyer should make repairs or changes or have such made by a third party during the guarantee period without prior permission by Seller, or if Buyer does not live up to its commitment with regard to payment, Seller’s obligation to guarantee is immediately voided. Buyer is not entitled to refuse payment on the ground that Seller has not or not vet or not vet fully lived up to his guarantee commitment.

7.5: The guarantee here in replaces Seller’s liability for failing to, improperly or untimely carrying out its obligations, and such liability is therefore explicitly excluded, Furthermore, the liability for not living up to the guarantee commitment is limited to the cost of repairs or replacement by third parties, which, however, shall not be ordered by Buyer before having sent Seller an explicit notice of default, and having granted Seller a reasonable period of time, during which Seller will be permitted to live up to his guarantee commitment.

7.6: The stipulations in sub-section 4 notwithstanding, Seller shall never be liable for any indirect damage, caused, for instance, due to plant shut-down, delay, hindrance or any other damage whatsoever, including direct or indirect damage caused by the functioning or not functioning or improper functioning of goods supplied or processed by

Seller or by Seller’s employees and/or by third parties commissioned by Seller, whether directly or indirectly, to goods or persons, which- or whoever,

7.7: The stipulations in sub-sections 4 and 5 notwithstanding, every liability of Seller for any reason whatsoever, including liability on the basis or these Conditions, shall always be limited to a maximum equal to the part or the purchasing price at the pertaining individual item which was already paid for by Buyer at the time when the liability claim was made.

7.8: In the event of claims by third parties against Seller due to or in relation with the (untimely or incomplete or erroneous) delivery or functioning of goods, the limit to Seller’s liability as laid down in subsections 5 and 6 applies. Buyer indemnities Seller against any third party liability claim.

7.9: To the extent that such is necessary and/or required, Seller shall supply to Buyer at the time of the delivery of the machinery any directions, instructions and/or user manuals with regard to the use thereof and the purposes for which the machinery can be used, which Buyer is obliged to follow.

Unless Seller was notified otherwise by Buyer in writing, Seller may assume that Buyer and his staff or persons who were allowed by Buyer to work with or be in the vicinity ot the machinery, such in the widest possible meaning of the word, will have a command of the language in which these instructions and manuals are supplied to a degree sufficient for understanding the above and act according to them, provided this language is the Dutch, English or German language.

To the extent that such is possible, Seller is prepared to supply to Buyer instructions and manuals in other languages, upon having received a written request to that effect. Buyer is obliged to carry the expenses involved.

Section 8: Force Majeure

8.1: Force majeure includes, among others, all circumstances of which it may reasonably be assumed that they should prevent delivery or timely delivery of the goods, such as neglect or delay of supply to Seller by its suppliers, or it Seller does not receive or not receive in time the goods sold to it by his supplier; in these cases, Seller may choose between delayed delivery or annulment of  the purchase agreement.

Section 9: Transportation

9.1: Unless explicitly agreed otherwise in writing, all goods, including goods sold carriage paid, travel at Buyer’s risk. Commitments made in this respect with third parties do not affect this condition, and are considered as being agreed to by Buyer in his own interest and at his own risk.

9.2: Seller is entitled to store or have stored finished goods which cannot be delivered at their destination due to reasons not influenced by Seller, at the expense and risk of Buyer, and to demand payment as it delivery has taken place.

9.3: Unless another arrangement has been agreed upon, the means of transportation will be chosen by Seller at his sole discretion, also for goods which were not sold carriage paid. Impediments or temporary obstruction of the means of transportation chosen do not oblige Seller to choose a different means of transportation. Seller is not responsible for obstruction of the means of transportation or his choice due to any reason whatsoever.

9.4: With regard to goods produced outside of the Netherlands, Seller retains the right to clear the goods under exclusion of Buyer.

9.5: Unless Buyer requests Seller in due course to insure the goods during their transportation at Buyer’s own expense, the goods will be transported without being insured.

9.6: Unless another arrangement has been agreed upon, export and import duties, stamp charges, tolls, clearance tees, taxes etc. are to the account or Buyer.

Section 10: Payment

10.1: Until full payment is made, delivered goods remain property of Seller.

10.2: Payment is to be made without clearances within 14 or 30 days of the date of invoice. In the case of a delay in payment beyond this term, the party placing the order will owe an interest of 2% per month or for any part there of, starting with the date of the invoice. Seller retains the right to demand (partial) payment in advance or on the date of delivery, or demand security for timely payment, or the amount owed by the Buyer, at his own discretion and without need to motivate.

10.3: It security is not given within the term set by Seller, Seller is at his own discretion entitled to annul or freeze the agreement with his Buyer in its entirety or in part, without any further notice or default or legal intervention. This will not entitle Buyer to any right for damages suffered. If Buyer will not live up to his payment commitment within 14 days after the excess of the payment term has been pointed out to it by Seller, Seller is at his own discretion entitled to annul or freeze the agreement with his client in its entirety or in part, without any further notice of default or legal intervention. This will not entitle Buyer to any right for damages suffered.

10.4: In addition, the owed amount can be demanded immediately in the case that Buyer’s bankruptcy is requested or in case of Buyer’s suspension of payment, placement under legal restraint, or death or client, or if its property is seized, in the case of liquidation or alienation of Buyer’s company or in the case of Buyer being in default with regard to full compliance with any of his obligations towards us, the latter without need for any further notice of default. The above does not affect Seller’s right to complete compensation for damages incurred, loss or profit, costs and interest.

Section 11: Failure on Part of Buyer

11.1: In the case that Buyer should fail to live up to any of his obligations deriving from this or any other agreement concluded with it, or do so untimely or improperly, or it Buyer is declared bankrupt or its bankruptcy is being requested or it Buyer itself files for suspension of payment or bankruptcy, or proceeds to a (partial) shut-down or liquidation of its business, or it any of Buyer’s property is attached, Buyer is legally considered to be in default and Seller is entitled at his sole discretion to take one or several of  the following steps, without need for any further notice of default or legal action:

- suspension of any, several or all obligations of Seller towards Buyer, and/or

- demanding immediate payment in cash for carrying out any of Seller’s obligations, even if it had been agreed otherwise, and/or

- termination of the agreement(s) in their entirety or in part, or have them declared void, without Seller held to making any compensation for damages, guarantees, or else.

AII the above is the right of Seller to compensation of damages, including loss of income, expenses and interest, notwithstanding.

11.2: Complaints are no ground to suspension of payment.

Section 12: Jurisdiction

AII sales and purchase agreements and all agreements related thereto are exclusively subject to the law of the Netherlands, unless parties have explicitly agreed in writing that in spite of this Condition, the agreement be subject to any law other than the law of the Netherlands,

Section 13: Disputes

AII disputes deriving from or relating to this agreement, also it only one of the parties defines a dispute as being such, shall in first instance be brought before the district court of Rotterdam, with the exception of cases for which the sub district court judge has absolute competence.

Section 14: Deposition

The Dutch text of these General Conditions is deposited at the Court of Rotterdam and at the Chamber of Commerce of Rotterdam. This Dutch text prevails and is binding the parties. The sole purpose of this English text is the convenience of non-Dutch speaking buyers.

However they should be aware of the binding applicability of the Dutch text in case of interpretation difficulties.

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