Terms and conditions

General delivery and payment conditions of Tegra Systems BV, established and office in Wervershoof. Filed with the Chamber of Commerce Noordwest Holland in Alkmaar March 7, 2003 under file number 37105418.

I General
1. All our offers, agreements and their implementation are exclusively governed by the present conditions. Deviations must be explicitly agreed with us in writing.
2. "The other party" is understood to mean in these conditions: any (legal) person who has concluded an agreement with our company, and wishes to conclude and in addition to this, his representative (s), authorized representative (s), right (s) and heirs.
3. The own terms and conditions applied by the other party remain without prejudice to the present conditions. In that case, our conditions will have priority at all times, even if priority is stipulated otherwise.

Offers
1. All offers made by us, in whatever form, are without obligation, unless explicitly stated otherwise.
2. If an offer is accompanied by budgets, plans, catalogs or other documents, these remain our property at all times and must be sent back to us on the first request. They may not be multiplied, nor to third parties without our permission.
3. Sending offers and/or (other) documentation does not oblige us to accept an order. Non-acceptance will be notified by us as soon as possible, but in any case within 30 days to the other party.
4. We reserve the right to refuse orders without giving reasons or to deliver delivery.

Agreement
1. Subject to the provisions below, an agreement with us will only be concluded after we have accepted an assignment in writing or have confirmed, respectively, whereby the date of the confirmation is decisive. The order confirmation is deemed to display the agreement correctly and completely, unless the other party has immediately protested in writing.
2. Any additional agreements or changes made later, only bind us if they have been confirmed in writing by us.
3. For transactions for which no quotation or order confirmation is sent by nature and scope, the invoice is deemed to display the agreement correctly and completely, except for advertising within 3 working days.
4. Every agreement is entered into on our part under the condition precedent that the other party - only in our assessment - appears to be sufficiently creditworthy for the financial fulfillment of the agreement.
5. We are entitled at or after entering into the agreement, before performing (further), to demand certainty from the other party that both payment and other obligation will be met.
6. We are authorized to call in others if we consider this necessary or desirable for the correct execution of the assignment provided and after consultation with the other party, the costs of which will be charged to the other party in accordance with the price assignments provided.

PRICES
1. Unless otherwise stated, our prices are:
- based on delivery AF our company, warehouse or other storage place,
- excluding VAT, import duties, other taxes, taxes and rights,
- excluding the costs of packaging, collection and charge, transport and insurance,
- mentioned in euros; Any price changes are passed on.
2. In the event of an increase in one or more of the cost price stocks, we are entitled to increase the order price accordingly; All this with due observance of any existing legal regulations, on the understanding that already known future price increases must be stated in the order confirmation.
3. With composite quotations, there is no obligation to deliver a part at a corresponding part of the price specified for the whole.
4. For assignments worth € 175 excl. VAT or less per shipment, we can charge the other party € 25 administration costs.

Cancellation
If we agree to a cancellation on the other hand, the latter is obliged to be all incurred due to the order given (eg costs of preparation, storage, commission, etc.), to be minimally set at 20% of the amount to be invoiced in the implementation of the order.

FORCE MAJEUR
1. "Force majeure" is understood to mean: any of the will of the parties independent or unforeseeable circumstances, which means that the compliance of the agreement can no longer be required by the other party.
2. If, in our opinion, the force majeure will be of a temporary nature, we have the right to suspend the implementation of the agreement for as long as the circumstance that the force majeure yields no longer occurs.
3. In our opinion, if the force majeure situation is of a permanent nature, the parties can make an arrangement on the termination of the agreement and the associated consequences.
4. We are entitled to demand payment of the services that were carried out in the execution of the relevant agreement before the force majeure has shown circumstance.
5. The party that believes to be in force majeure must immediately inform the other party thereof.

LIABILITY
1. We exclude any liability, insofar as it is not regulated by law.
2. Our liability will never exceed the total amount of the order.
3. Subject to the generally applicable legal rules of public order and good faith, we are not obliged to compensate for damage, of any nature whatsoever, directly or indirectly, including business damage, to movable or immovable property, or to persons, both at the other party and with third parties.
4. In any case, we are not liable for damage that has arisen or caused by the use of the delivered goods or by the unsuitability for the purpose for which the other party purchased it.

Commercial
1. We will only handle any advertisements if they have reached us in writing directly within 8 days after delivery of the relevant performance, with an accurate statement of the nature and grounds of complaints.
2. Complaints about invoices must also be submitted in writing and within 5 days after the invoice date.
3. After the expiry of this period, the other party is deemed the delivered goods. have approved the invoice respectively. Then advertisements are no longer processed by us.
4. If the complaint is found to be well -founded, we are only obliged to deliver the agreed performance.
5. Only if and insofar as the advertisement is found to be well -founded, does this suspend the payment obligation of the other party until the moment the advertising has been settled.
6. Returning the delivered goods can only be made after our prior written permission, under conditions to be determined by us.

Retention of title
1. Delivered goods remain our property, until all our deliveries and activities carried out under the agreement or still to be performed, our property and activities to be performed, including interest and costs were paid by the other party. In case of suspension of payment, bankruptcy, suspension of payment, liquidation of the other party. Or death When the other party is a natural person, we are entitled to cancel the order without notice of default or judicial intervention in whole or in part and to reclaim the unpaid part of the delivered goods. Cancellation and return leave our right to compensation for loss or damage is without prejudice. In these cases, every claim from us at the other party will be directly and fully due and payable.
2. The goods can be resold or used by the other party in the context of its normal business operations, but may not be given in collateral, nor will there be certainty for a third party.
3. As a security for correct payment of all our claims, for whatever reason, we also obtain possessionless lien - due to the emergence of the claim - on all those goods in which the goods we deliver have been processed, or of which they form part. The assignment signed by the other party and the subsequent written acceptance of our time count as private deed as referred to in the law.

PAYMENT
1. Unless otherwise agreed in writing, payment must be made in cash in the event of a delivery without any discount, or through deposit or transfer to a bank or giro account designated by us within 30 days after the invoice date. The currency day indicated on our bank/giro statements is decisive and is therefore regarded as a payment day.
2. All payments made by the other party are primarily to satisfy any interest and recovery costs incurred by us and then to satisfy the oldest outstanding invoices.
3. In case the other party:
a. It is declared bankrupt, to the estate distance, submits a request for suspension of payment, or seizes the whole or part of his property,
b. will die or be put under guardianship,
c. not comply with any obligation on him on the force of the law or of these conditions,
d. fails to pay an invoice amount or part thereof within the set period,
e. about the strike or transfer of his company or an important part thereof, including the input of his company to be established or already existing, or changes to the objective of his company, we have the right to dissolve the right or the agreement by us, or any amount of the other party, and without any other party. notice of default is necessary to claim in its entirety, everything without prejudice to our right to reimbursement of costs, damage and interest.

Interest and costs
1. If payment has not been made within the period stated in the previous article, the other party will be in default by operation of law and will owe an interest of 1% per (part of a) month from the invoice date on the outstanding amount.
2. All judicial and extrajudicial costs to be incurred will be borne by the other party. The judicial costs also include all actual costs of legal and procedural assistance during legal proceedings that are beyond the liquidation rate. The extrajudicial collection costs amount to at least 15% of the amount owed by the other party including the aforementioned interest.

Applicable law
Only Dutch law applies to all our offers, agreements and their implementation.

Dispute
1. All disputes, including those that are only considered by a party as such, arising from or related to the agreement to which these terms and conditions apply or the relevant conditions themselves and its interpretation or implementation, both of the actual and legal nature, will be decided by the competent civil court within whose field of office is competent.
2. We are nevertheless entitled to have the dispute settled by arbitration, in which case we will inform the other party in writing. The other party then has the opportunity for one month to express itself for settlement by the civil court.
3. In the event that the dispute is settled by arbitration, three arbitrators will judge as good men in fairness. Appointment of the refugees is thus made that each of the parties appointed one and the third party is appointed by the two already appointed dividers. The costs of the residues and their fee will be borne by the parties in such a way as dividers will determine. Insofar as this has not been deviated from in the above, the provisions of Book IV of the Code of Civil Procedure apply.

II Delivery and installation of goods
1. From the moment of concluding the purchase agreement, the purchased at the risk of the other party is. Unless otherwise agreed, delivery to the home/company of the other party takes place. Franco delivery only takes place if and insofar as this has been agreed with the other party and is indicated on the invoice or otherwise.
2. The time of delivery applies the moment when the purchased for transport is ready.
3. The other party is obliged to check the delivered goods or the packaging immediately upon delivery, but in any case within 3 working days, for any shortages and/or damage, or to carry out this check after notification of the other party that the goods are available to the other party.
4. Any deficits and/or damage to the delivered and/or the packaging that are present upon delivery, the other party must state on the delivery voucher, the invoice and/or the transport documents, in the absence of which the other party is deemed to have approved. In that case, advertisements will no longer be processed in this regard.
5. We are entitled to deliver in parts (partial deliveries), which we can invoice separately.
6. Registration of the delivery time is always approximate, unless explicitly agreed otherwise in writing. If interim changes are made to the agreement or the execution of the assignment is suspended by the other party - of course with our permission - the delivery time with the
7. If the goods have not been taken by the other party after the delivery time has expired, they are stored at his account and risk in his decision.
8. Upon delivery in accordance with a sample, the usual tolerances in weight, quality, color, etc. will be permitted. The average of the goods delivered is always decisive.

GUARANTEE
1. With due observance of the limitations set below, we grant a 6 -month warranty regarding the devices supplied by us, insofar as they are in the Netherlands. This warranty is limited to the occurring factory errors in construction and materials used and therefore does not include malfunctions that have their cause in any form of wear or consumption of components of the supplied.
2. No guarantee is granted on the devices used by us.
3. We no longer grant a guarantee on the parts or additions involved by third parties than this third supplier grants us.
4. In order to satisfy the warranty obligations resting on us, we will repair the defects that fall under the warranty free of charge and deliver replacement parts.
5. The warranty expires, if the other party and/or third parties engaged by it, make use of the delivered goods in an incompetent manner.
6. The warranty also expires, if the other party and/or third -party work or changes to the output (t) and.
7. If we replace our guarantee obligation parts, the replaced parts will be our property.
8. If the other party does not meet or in part or in part, or not in time to any obligation arising from the agreement concluded between the parties, then we are not obliged to guarantee, as long as that situation continues, without this resulting in a suspension of the warranty period.
9. Family by us of these warranty obligations is the only and general compensation.

Transport/risk
1. The method of transport, shipping, packaging ED, if no further designation has been provided by the other party to us, will be determined by us as a good family man/merchant. Any specific wishes of the other party regarding transport/shipping will only be carried out if the other party has stated that it will bear the multiple costs thereof.
2. We are entitled to charge a fee for sustainable packaging materials, which is stated on the invoice. If we charge such compensation, it will be settled after return shipment in undamaged condition.

LINE-UP
1. At the request of the other party, we will prepare the supplied devices ready for operational rates at the other party at the then applicable rates - see Appendix.
2. The design and nature/capacity of the place where the equipment must be installed must be at the expense and risk of the other party to meet the requirements to be set by us.
3. The other party will ensure that all the necessary aid staff and the usual auxiliary materials and tools are present in time. These will be made available to us for free. Costs are caused by a delay in the set -up in the set -up to the other party, we can fully charge the other party.
4. The setup to be carried out by us includes, unless otherwise agreed, not additional activities, such as foundation work or the installation of facilities required for hanging the equipment or connection to the electricity grid.
5. The other party will take care of the presence of calibrated controls, necessary for the correct adjustment of scales. If the other party does not have this, we will make these weights available for a reimbursement of transport and packaging costs. The other party will return these weights to us no later than 3 days after adjustment.
6. Any ballast required will provide the other party for its own account.
7. All the work to be performed by us and to be made to be made to be made to the information and/or drawings provided to us by the other party are for the account and risk of the other party. We then accept no responsibility whatsoever.
8. We have the right to refuse or stop the set -up or to charge the multiple costs that have arisen to the other party, if the other party does not comply with any on time of the agreement concluded between the parties and these conditions comply with the obligation resting.
9. Unless explicitly agreed otherwise, the period within which, or the time at which the work must be performed by us, can be changed by us on the basis of changed circumstances.
10. Delay on the basis of changed circumstances, regardless of the foreseeability of the circumstances, will in no way be able to yield a right to compensation for the other party towards us.
11. We cannot guarantee that the work will lead to the desired result.
12. We reserve the right to have the agreed work done in whole or in part by third parties.

III software
1. Software includes computer programs in whatever form, of any nature whatsoever, such as system software and application software. Available understood; The actual surrender by us to the other party of software in for a computer readable form.
2. Terms within which software and/or use must be made to the best of our knowledge and will be taken into account as much as possible.
3. Exceeding available available and/or commissioning periods any cause, the other party do not entitle it to compensation, on termination of the agreement or to the non-fulfillment of any obligation of the other party to us.
4. Software, software, drawings, schedules, etc. remain at all times for us (intellectual) property.
5. We will safeguard the other party against every third -party action based on the claim that the software developed by us itself infringes a copyright in the Netherlands. We will pay the costs and damage irrevocably determined by final judgment, provided that the other party immediately informs us in writing and only leave the handling of the case to us and hereby all cooperation.
6. For a period of thirty days after the provision of the software by us, we will repair any defects to the best of its ability to the other party if the software does not meet the specifications recorded in writing. We do not guarantee that the software will work without interruption or defects or that all defects will be improved. Only if a maintenance agreement has been concluded or if there is a user allowance that includes maintenance, such recovery will be carried out for free. We can charge the costs of repair in the event of use errors of the other party or of other causes that are not attributable to the supplier. Restoring any lost data is not covered by the warranty. The warranty does not apply if the software has changed other than with the prior written permission of us.
7. We reserve the right to be obliged to unilaterally terminate a right of use on software without judicial intervention and without any judicial intervention and without any judicial intervention and without any judicial intervention.
8. The other party is explicitly forbidden to convert and/or have it converted into a brontal, or to have an attempt made to be made in machine language.
9. Per violation of the in art. 8 The provisions of the other party to us owe us an unmandable and immediately due and payable fine of € 2275 per case, on the understanding that it is not alert our right to claim compensation if the damage would run more than € 4500.
10. Unless explicitly agreed otherwise in writing, the other party is prohibited to copy, reproduce, change, to transfer, to transfer and/or to use third parties or to make it available in any way. However, the user is permitted to manufacture one copy of the software, in the computer readable, for backup purposes.
11. For each violation of the in art. 10 The provisions of the other party to us is an unmandable and immediately due and payable fine of € 2275 on a case -by -case basis, on the understanding that it is not affected to claim higher compensation.
12. If a right of use is granted on software from a third-party supplier, on which we cannot therefore assert property rights, this grant will be made in accordance with the requirements that the third-supplier lends to such a grant.