1.    Applicability

1.1    These general terms and conditions of sale and delivery apply to all offers and agreements which are concluded between C.B.I. (Core Business Industries) BV also trading under the name CBI (“CBI”) and its contracting party (the “purchaser”) regarding the sale and delivery of goods by CBI to the purchaser.

1.2    In these general terms and conditions “goods” means all movable property offered, sold and/or delivered by CBI including, but not limited to, machinery, inventory of whatever nature, raw materials, fixtures and fittings, tools and equipment as well as intellectual property rights.

2.    Offers

2.1    All offers of CBI (“offers”) are subject to prior sale of the goods by CBI to a third party.

2.2    No offer, whether oral or in writing, is binding upon CBI. CBI has the right to withdraw any offer within five days after such offer has been accepted by the purchaser.

2.3    If CBI has made an offer, the purchaser shall prior to accepting the offer inspect the goods at a time and location to be agreed upon between the purchaser and CBI (the “inspection”). The purchaser may at its own risk decide not to inspect the goods. In such case the inspection is deemed to have taken place immediately prior to the confirmation, defined in Article 3.1.

3.    Agreement

3.1    An agreement is concluded only if and when CBI has confirmed the acceptance of the offer in writing (the “confirmation”). If the purchaser does not agree with the contents of the confirmation, it shall notify CBI thereof within five business days after the date of the confirmation. If no notice of such disagreement has been received by CBI within such time limit, the agreement shall be deemed concluded as set forth in the confirmation (“agreement”).

3.2    Amendments to the agreement can only be made in writing.

4.    Description and Guarantees

4.1    The offer and the agreement may contain a description of the goods sold by CBI. Such description, including any technical data, is an approximate description of the goods to be sold and delivered only. CBI cannot be held liable for any inaccuracies in such description of the goods.

4.2    The goods shall be delivered by CBI to the purchaser in the condition as they are at the date of the inspection. In the event that the goods are still in use at the date of the inspection, the goods shall be delivered to the purchaser subject to normal wear and tear.

4.3    If the purchaser accepts the offer, the purchaser exclusively depends on the inspection and does not depend on any information, whether oral or in writing, provided by CBI. CBI does not give any guarantees regarding the goods. In particular CBI does not guarantee that, if applicable, the goods are in conformity with the Council Directive 89/655/EEC of 30 November 1989 concerning the minimum safety and health requirements for the use of work equipment by workers at work nor does CBI give any guarantees regarding any intellectual property rights that may be applicable to the goods such as patents and copyright.

4.4    The purchaser acknowledges that CBI resells the goods and has not manufactured or used the goods itself and therefore has no factual knowledge regarding the particulars of the goods.

5.    Delivery

5.1    The date of delivery shall be set forth in the agreement. In the event that no explicit date has been agreed upon, delivery shall take place within thirty days after the date of the confirmation.

5.2    Unless otherwise agreed upon in writing, the goods shall be delivered to the purchaser ex foundation at the works at the location to be stipulated by CBI. The purchaser is obligated to accept delivery of the goods upon first offer of delivery. As of the date of the confirmation, the purchaser bears the risk for the goods. Dismantling, loading and transportation of the goods shall be for the risk and account of the purchaser.

5.3    Unless otherwise agreed upon in writing, the purchaser shall remove the goods from the location where delivery takes place within ten business days after delivery. The purchaser shall make an appointment with CBI regarding the time of the removal of the goods and CBI shall ensure that the purchaser has access to the goods at the agreed upon time. The purchaser shall indemnify and hold CBI harmless for any damages incurred by CBI in the event that the purchaser is late in removing the goods.

5.4    To the extent that delivery of the goods requires registration in a public register, the purchaser shall be responsible for making the registration and shall bear the costs of such registration. At the written request of the purchaser, CBI shall cooperate with such registration, provided that such request is reasonable.

6.    Price and payment

6.1    The agreed price for the goods is excluding any value added tax.

6.2    All payments shall be made no later than the due date. Payments can be made directly to CBI only.

6.3    All payments shall be made without set off or discount, unless explicitly agreed otherwise in writing. In the event of delay or of complaint filed by the purchaser, the purchaser shall nevertheless be obligated to make the payment timely and in full.

6.4    In the event that the purchaser does not make timely payment in full, the purchaser shall be in default without any notice of default being required. From the time of the default the purchaser shall owe statutory interest plus two percent of the outstanding amount until payment has been made in full. Any and all judicial and extra judicial costs incurred by CBI in order to obtain payment from the purchaser shall be borne by the purchaser. Such judicial and extra judicial costs shall be deemed to amount to 15% of the amount due, without prejudice to the right of CBI to be indemnified for all costs incurred by it, i.e. any surplus of 15% of the amount due.

7.    Retention of title

7.1    CBI shall retain title to all the goods delivered to the purchaser until the purchaser has made full payment of the purchase price and of any other claims CBI may have on the purchaser resulting from a default of the purchaser.

7.2    For as long as the purchaser holds the goods to which the title has been retained by CBI and CBI has not demanded the return of these goods, the purchaser has not been declared bankrupt or has received a moratorium of payments, the purchaser may use and sell the goods in the ordinary course of its business. For as long as the retention of title is in effect, the purchaser shall insure the goods against fire, water damage and theft.

7.3    CBI shall be entitled to demand that the goods shall be returned to it (permanently or temporarily) in the event the purchaser is in default under any obligation towards CBI or CBI has good grounds to fear that the purchaser shall be in default in its obligations towards CBI. The purchaser herewith grants a power of attorney to CBI to access its premises for the repossession of the goods.

7.4    In the event that the delivered goods that are subject to retention of title are attached  by one or more third parties (whether for conservatory or execution purposes), the purchaser is obligated to give immediate notice to these third parties that CBI has retained the title of these goods. The purchaser will in such event also give immediate notice of the attachment to CBI.

8.    Liability and indemnification

8.1    With the exception of gross negligence or wilful misconduct, CBI shall not be liable for any non-conformity of the delivered goods. Applicability of Article 7:17 of the Netherlands Civil Code is excluded.

8.2    With the exception of damages arising from gross negligence or wilful misconduct, CBI shall not be liable for any damages caused by usage of the delivered goods. The purchaser accepts the full risk of usage of the goods by himself or third parties. All liability for consequential damages is explicitly excluded.

8.3    Without prejudice to Article 8.1 and 8.2, CBI shall not be liable for any damages if and to the extent that such damages exceed the purchase price of the relevant goods.

8.4    The purchaser shall on first demand by CBI, indemnify and hold CBI harmless against any claims from third parties, including all costs incurred by CBI in connection therewith, which relate in any way whatsoever with the goods or the usage of the goods by the purchaser or any third parties.

9.    Force Majeure

9.1    In addition to Article 6:75 of the Netherlands Civil Code, all circumstances that are not directly caused by CBI but which reasonably prevent CBI from performing its obligations such as war or similar conditions, riots, acts of terrorism, a state of siege, embargoes, sabotage, natural disasters including floods, earthquakes, fire, frost, rain or wind, governmental measures, strikes, lock outs, malfunctions, leakage,  power failure, transportation difficulties will be deemed force majeure for which CBI cannot be held liable.

10.    Rescission

10.1    In the event that the purchaser is in any way in default towards CBI, or in the event that the purchaser files a request for bankruptcy, moratorium of payments, is declared bankrupt, discontinues its enterprise, liquidates, dies or is dissolved, CBI shall be entitled (but not obligated) to rescind the agreement with the purchaser in whole or in part and/or to suspend any (further) performance under the agreement with immediate effect. All claims which CBI may have against the purchaser shall in such event become immediately due and payable.

11.    Miscellaneous

11.1    These general terms and conditions do not limit in any way whatsoever any rights CBI is entitled to under applicable law.

11.2    In the event that one or more of these general terms and conditions are null and void all other provisions shall remain in full force and effect.

12.    Applicable law

12.1    These general terms and conditions and all agreements subject hereto shall be exclusively governed by the laws of The Netherlands. The applicability of the Convention on the International Sales of Goods of Vienna 1980 is excluded.

12.2    Any dispute arising in connection with these general terms and conditions and/or the agreements subject hereto, shall be exclusively submitted by the purchaser to the competent court of Amsterdam, The Netherlands. CBI may submit any dispute arising in connection with these general terms and conditions and/or the agreements subject hereto, to any court it deems appropriate in its sole discretion.

13.    Prevailing text

13.1    The English text of these general terms and conditions prevails over any translations thereof.

These general terms and conditions have been deposited on 08-04-2004 with the chamber of Commerce of Amsterdam under number 30117967