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General Conditions of Purchase ALKOR DRAKA/Edition 2007/English*

Applicability

1.1 Unless the parties have otherwise agreed in writing, these General Conditions of Purchase shall apply to all agreements, orders and price-enquiries with and by us and the supplier’s conditions of sale are excluded.

1.2 Orders and related agreements including amendments and additions thereto shall only be binding upon us if they have been confirmed in writing, signed by an authorized official of our company.

Trade terms

2.Delivery shall be “Delivered Duty Paid” (DDP our business facility), unless agreed otherwise in writing. The Incoterms 2000 shall apply.

Transportation and packaging of (dangerous) products

3.When forwarding for transportation and transporting (dangerous) products the supplier shall strictly adhere to statutory provisions and provisions of international treaties, conventions and/or agreements relating to the products, applicable in the countries of production, transit and destination. The supplier shall indemnify and hold us harmless from infringement of our good name or against claims for damages made against us by third parties as a consequence of the supplier’s non-compliance with the provisions mentioned before. We reserve the right to return the packaging materials to the supplier of the products.

Default

4.1 If the supplier fails to deliver the products and/or services, only partially delivers the products and/or services, delivers late or not in conformity with the agreed specifications, the supplier will be deemed to be in default without notice of default being required. In that case we may at our option:
a) enable the supplier to fulfil his obligations within a reasonable term to be determined by us, or
b) dissolve the agreement in full or in part
however in any case with the right - except in case of force majeure - to recover from the supplier all damages and expenses resulting from the default.

4.2 Only with our written permission supplier may carry out the agreement, in full or in part, before the agreed date of delivery; the date originally agreed upon shall remain applicable as the date after which payment must be effected in accordance with Article 12.

Inspection and Acceptance

5.1 Inspection of the products on the supplier’s premises neither implies delivery nor acceptance or transfer of risk of such products.

5.2 We are entitled to inspect all deliveries after their arrival at the final destination, after assembly, start-up or other activities carried out in accordance with the agreement, as to their conformity with the agreed specifications, drawings, models and approved samples. In case products and/or services do not conform thereto we shall notify the supplier thereof in writing. We are entitled at any time, either to return the rejected products at the risk and expense of the supplier, or to retain same until the supplier has given instructions as to their disposal. From the day of dispatch of written notice the risk of the products shall pass to the supplier.

5.3 At the moment that the risk is transferred to us according to the trade term agreed upon, the title will also pass to us.

Supplier’s obligations

6.1 The supplier is obliged to comply with the delivery schedule of the agreement and warrants:
a) that all products and/or services delivered are in conformity with the agreed specifications, drawings, models and approved samples; and
b) that the products and/or services are fit for the purpose for which they are destined, to the extent that this purpose has been communicated to the supplier, or to the extent that the supplier can be reasonably expected to be cognizant thereof. If the agreement (also) implies the supply of services, the supplier guarantees that the said services shall meet the standards and/or criteria agreed upon and that they shall be carried out according to the highest standards of professionalism and craftsmanship.

6.2 The supplier also warrants that products delivered remain fit for the purpose for which they are destined for such a period as reasonably may be expected for such products, provided this purpose has been communicated to the supplier, or provided the supplier can be reasonably expected to be cognizant thereof, yet at least for a period of 12 months after the products have been put into use and 18 months after delivery.

6.3 Furthermore the supplier warrants that the products delivered, irrespective of any warranty period, are free from faults in design, manufacture and materials and from other imperfections. He further warrants that the products and their packing, at the agreed delivery date, comply with compulsory regulations with regard to inter alia public health, safety and environment in the country for which the products are destined, if this destination has been announced to the supplier, or if he could be reasonably expected to be cognizant thereof.

Designs, specifications etc.

7.1 All designs, specifications, calculations, etc. to be produced by the supplier, in whatever form, as a result of the agreement shall be sent to us as soon as possible. In such case, the supplier shall only start the production of the products concerned after having obtained the prior written approval of an authorized official of our company.

7.2 Designs, specifications, calculations etc. supplied by us must be checked by the supplier as to obvious mistakes before the start of the production. Mistakes detected must be reported to us immediately.

7.3 The supplier always remains responsible for the accuracy of information provided by him.

Installation

8.1 If the agreement consists of or includes installation, assembly, start-up or any other activity to be performed by the supplier, such activities shall be carried out at the full expense and risk of the supplier; the supplier must obtain the prior written permission of an authorized official of our company before sub-contracting any of his obligations under the agreement.

Such consent shall not be unreasonably withheld, but the supplier shall remain first liable for any default of the called in third party(ies). The supplier guarantees that all activities shall be performed according to prevailing legal requirements and according to the applicable mounting, installation and start-up instructions.

8.2 The supplier undertakes to carry adequate insurance against all costs, liabilities, claims or proceedings, for which the supplier may be held liable as a consequence of the performance, or non-performance of the agreement, whether caused by the supplier, his servants or called in third party(ies) and he shall provide proof thereof at our request.

8.3 The supplier warrants that he shall become acquainted with the safety regulations that have been provided to him and with other (special) regulations, that he shall act in conformity with these regulations and that he shall comply with all instructions given by us in relation thereto. If the above mentioned regulations are not observed, an authorized official of our company may suspend the work in progress.

Auxiliary materials

9.1 All auxiliary materials such as moulds, films, stamps and designs, which the supplier, in whatever form, has purchased or produced for the execution of the agreement shall become our property immediately upon receipt thereof by supplier or upon their completion.

9.2 All materials supplied by us for the execution of an agreement, such as prescriptions, designs and other aids, shall remain our property under any circumstances. The supplier shall clearly identify these materials as being our property, indicate our ownership to third parties which might be seeking recourse against these materials and inform us thereof at once. The supplier is not entitled to use these materials for purposes other than the execution of the agreement.

9.3 The use, maintenance and possible repair of auxiliary materials which have been made available by us to the supplier are at all times the responsibility and risk of the supplier.

Intellectual property

10.1 The supplier warrants that the use and/or (re)sale of the products and/or services delivered does not infringe any intellectual property right of third parties and the supplier shall safeguard us against any claims in such respect.

10.2 The intellectual property rights on all designs, specifications, calculations, etc. irrespective of their form, which are produced by supplier, according to the agreement, belong to us at all times.

Non-disclosure

11. The supplier shall keep confidential and not disclose to third parties any business or other information relating to our activities, which he might acquire through an agreement. Supplier shall only use such information for the execution of the agreements. The supplier shall impose a similar obligation of non-disclosure and non-use upon his staff and upon called in third party(ies), if any, and he shall warrant the fulfilment of such obligation. Unless prior written permission has been given, the supplier shall in no way whatsoever inform third parties of the fact that he supplies, shall supply or has supplied to us.

Payment

12. After acceptance of the executed agreement, we shall pay the invoice provided by or on behalf of the supplier within the term agreed upon. Payment of invoices shall never imply renouncement of any of our rights regarding the agreed performance of the supplier.

Conflict with the Statutory Provisions

13. In the event that any provision contained in the General Conditions of Purchase is not applicable or in conflict with public order or the law, the relevant provision will be deemed not to have been laid down but otherwise the General Conditions will remain in full force and effect.

Applicable law

14. Any agreement to which these conditions apply in full or in part, shall exclusively be governed by the laws of the Netherlands, without recourse to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods, concluded at Vienna, on 11 April 1980 is excluded.

Settlement of Disputes

15. Any dispute between parties which cannot be settled amicably shall be settled by the Dutch court of the district in which our company’s registered office is situated; however, our company shall be entitled to submit a dispute to another court of competent jurisdiction.

* This is a translation of the General Conditions of Purchase in the Dutch language. The Dutch version will however be decisive.
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