General terms

1. The present general terms are applicable to any and all agreements entered into by the Trade Mart Utrecht year contractors/participants in Utrecht, hereinafter referred to as "the participants', with an opposite party acting in the course of its business or profession.

2. The present general terms may be used only by participants.

3. The agreements referred to in paragraph 1 of this article include all the agreements entered into by participants, but in particular sales agreements.

4. A copy of the present general terms is available from Trade Mart Utrecht free of charge at all times.

5. Any other terms and conditions used by any opposite party will be inapplicable, unless the participant has accepted these in writing. The present general terms may be derogated from by joint consent, but in writing only.

6. The participants wilt consistently abide by and uphold the Trade Mart general terms. The parties must record and sign any derogations in writing.

1. The participants' quotations are non-binding, unless they stipulate a period within which such quotations must be accepted.

2. If an opposite party accepts a quotation referred to in paragraph 1 of this article, participants wilt be authorised to revoke it within two working days of receipt of the acceptance.

3. All the prices quoted in the quotation are exclusive of 'BTW' [the value added tax payable in the Netherlands, hereinafter referred to as 'VAT', and exclusive of a 1.5% surcharge for freight, packing and        insurance (the "VVA surcharge'), unless the quotation indicates otherwise.

4. The offers and prices quoted in the quotations, orders and order forms are based on current prices and specifications.

5. Depictions, drawings, information on sizes and further specifications wilt be as accurate as possible, but not strictly binding. Minor deviations are permissible, and, in the event of interim modifications to models, participants are authorised to supply the modified model.

6. Participants are not required to supply at the price quoted in the quotation if this is a misprint or a writing error.

7. In the event of orders placed by telephone and/or fax, participants are not liable for errors in the delivery and/or invoicing resulting from the information provided by telephone and/or fax. This also applies to any written confirmation of ordered placed by telephone and/or fax which come in after the goods ordered by telephone and/or by fax have been delivered.

8. The parties are aware of pending European legislation providing that all contracts in Dutch guilders will be automatically converted into Euros in the countries participating in the EMU. The parties        wilt abide by such new legislation, albeit that the introduction of the Euro will not give the parties grounds to amend the other contractual terms.

1. An agreement, including amendments and supplementary provisions, will not be deemed to have been entered into until the opposite party has signed the participant's quotation, order or order form. Orders placed by phone will not lead to an agreement until the relevant participant has confirmed them in writing.

2. The participants will enter into all agreements under the condition precedent that the opposite party has provided sufficient evidence of its creditworthiness and/or that the opposite party has provided sufficient security to safeguard that creditworthiness, if the participant so requests.

3. Every participant will be authorised to require the opposite party to provide security to safeguard its creditworthiness during the performance of the agreement, and to do so for the opposite party's account.

4. The participants will observe the appropriate due care vis-à-vis the opposite party when performing any agreements in which they may call in the services of third parties.

1. If more than three months have elapsed between the date on which the agreement was entered into and the delivery date, and if the prices of materials, raw materials or semi-manufactureds, wages or        salaries, premiums of any kind whatsoever, freight charges, taxes, currency rates and/or other cost price factors have risen to such an extent that the participant's cost price has risen by more than 5%,        the participant is authorised to charge a higher sales price corresponding with the rise in cost prices, without giving the opposite party the right to dissolve the agreement or to arrange for this to be        done, while participants will not be required to pay any compensation for damage on the grounds of the above under any circumstances.

1. If, after an agreement was entered into, it becomes apparent that the execution of that agreement wilt be difficult or impossible for a participant as a result of force majeure, that participant is authorised,        at his discretion, to dissolve the orders, to the extent these have not yet been performed, or to suspend the performance thereof, in which case the opposite party wilt be informed of that fact at the        earliest opportunity, taking account of the circumstances of the case.

2. The term 'force majeure' wilt be deemed to be: any situation in which a participant is unable to perform his obligations, in whole or in part, as a result of circumstances beyond his control, being                circumstances which also cannot be attributed to the participant in law, a warranty issued by the participant or ordinary commercial practice.

3. The following will be deemed to include, but not to be restricted to, circumstances which constitute force majeure:

1. If the opposite party and the participant have agreed on a period within which instalments must be supplied, the participant will charge the opposite party any reasonable costs caused by the fact that        the latter's orders are overdue.

1. An opposite party can cancel an agreement or return any goods already supplied only with the participant's prior written permission.

2. If an agreement is cancelled or if the goods supplied are returned on the grounds of paragraph 1 of this article, the opposite party wilt be required to reimburse the participant for any reasonable        actual costs as well as loss of profits.

3. If the opposite party (purchaser) defaults in its performance of obligations in respect of any deliveries already executed by the participant in any respect, the participant is authorised to suspend his        own obligations vis-à-vis the purchaser and to cancel orders or parts thereof in the process of execution.

The same applies if it becomes apparent that the opposite party does not have the creditworthiness referred to in article 3, paragraphs 2 and 3 of the present general terms, which will be at the participant's discretion or at the discretion of his credit insurer.

4. The parties' agreement will be terminated prematurely immediately and by the operation of law if the opposite party (purchaser) is declared bankrupt, goes into involuntary liquidation, is granted a suspension of payments, is placed under a guardianship order, or if the opposite party's business enterprise is foreclosed or so[d, and if the proper performance of the obligations of the present agreement cannot be guaranteed, unless the parties agree on provisions under the terms of which the rights and obligations agreed in the parties' agreement are transferred to a new opposite party (purchaser), which wilt be done in consultation with the participant.

1. The opposite party must pay the participant for the goods supplied onto a bank or giro account to be designated by the participant, without discount or the setting off of debts, within thirty days of        the invoice date, unless the parties have agreed otherwise.

2. The participant is authorised to required the opposite party to pay in advance in the event of the sale of non-standard products, in which case the participant wilt inform the opposite party of that        fact.

3. The opposite party may purchase on account only with the participant's written permission.

4. If the opposite party defaults in performing its payment obligations, it will be required to pay the participant statutory interest over the outstanding sum of the invoice or a portion thereof, whereby a        part of a month will be deemed to be a full month, and must do so within 30 days of the invoice date, and, in the event of purchase on account, as described in the preceding paragraph, within fourteen        days of the invoice date. In that event, the opposite party will also be required to pay the participant any reasonable costs the participant is required to incur in connection with extra-judicial collection; these costs, with a. minimum of € 150.00, wilt be computed completely in conformity with the debt collection rates recommended by the Dutch Bar Association.

5. The participant is at liberty to decide from which debts the opposite party's payments will be deducted, but any payments will at any rate firstly be deducted from interest and extra-judicial collection        costs.

6. The participant is at any rate authorised to exercise his right to retain the goods belonging to the opposite party in his possession, until his full

claim against the opposite party has been settled.

7. The participant may decide to grant payment discount, provided this bas been explicitly agreed between the parties. The participant will record such a discount, which will be computed over the sum        of the invoice, excluding freight and insurance costs, deposit and taxes, on the invoice.

1. Unless, the parties have agreed otherwise, deliveries totalling less than € 250,00 (excluding VAT) will be made only cash on delivery, with the exception of follow-on deliveries. The costs of cash on        delivery will be as follows:

Orders up to € 125.00                 € 25.00

Orders of € 125.00 or more        € 15.00

2. The participant will select the means of transportation. The actual delivery will be made to the location closest to the place of work or warehouse which that vehicle can access safely via a suitable        road.

3. The opposite party is required to ensure that the goods referred to in paragraph 1 of this article are unloaded as soon as reasonably possible after the vehicle's arrival. In doing so, the opposite party        will require a normal unloading time and deploy sufficient suitable staff and equipment. The opposite party must abide by the carrier's instructions when unloading.

4. If the parties have agreed on delivery ex factory or ex warehouse, this wilt be effected by in fact loading the goods onto the vehicle selected by the opposite party.

1. If deliveries are made in conformity with the provisions of article 9, paragraph 1 above, the goods wilt be for the participant's risk until they are unloaded, as described in article 9, paragraph 2.

2. The unloading described in article 9, paragraph 2 above wilt be completely for the opposite party's account and risk.

3. If delivery is made as described in article 9, paragraph 4 above, the participant will bear the risk of loading, but this risk will be transferred to the opposite party after the goods have been loaded onto the vehicle. From that point onwards, the goods wilt be transported for the opposite party's account and risk.

In the event of delivery in conformity with article 9, paragraph 1 (cash on delivery)

1. If the participant supplies goods to the opposite party in conformity with the provisions of article 9, paragraph 1 above, the opposite party must ensure that visible defects or damage are immediately recorded on the delivery form or the consignment note, or to arrange for the carrier to draw up an official record.

2. If the participant supplies goods to the opposite party in conformity with the provisions of article 9, paragraph 1 above, by means of delivery to a third party which holds these goods on the  opposite party's behalf, the opposite party is required to inspect them in the manner referred to in paragraph 1 of this article within 48 hours of the time at which the third party took receipt of the goods on its behalf.

In the event of delivery ex warehouse (article 9, paragraph 4)

3. If goods are supplied ex factory or ex warehouse, the opposite party must inspect them immediately after delivery to establish whether they comply with the agreement, specifically in respect of the specification of the goods, the quantity, the agreed quality requirements or the requirements with which these could be deemed to comply under normal circumstances in similar cases.

4. If the goods have not been collected within a fortnight of notification, the participant wilt be entitled to charge storage fees.

1. An appeal by the opposite party to the fact that the goods do not comply with the agreement cannot be invoked against the participant if the opposite party failed to report this fact to the participant within eight days of delivery. The opposite party must issue this notification in writing and it must at any rate be in the participant's receipt within 48 hours of discovery of the defect.

2. The complaint must record the date and number of the relevant invoice.

3. An opposite party's appeal to clear and visible defects or damage to the goods supplied cannot be validated vis-à-vis the participant if the opposite party failed to record those defects and/or damage on the delivery form or the consignment note or if the carrier had not drawn up an official record thereof.

4. The opposite party is required to prove that the goods supplied do not comply with the agreement.

5. If the opposite party informs the participant of complaints concerning the goods supplied, the opposite party must give the participant the opportunity to inspect and examine the goods without undue delay. The participant wilt conduct any further investigation in the least inconvenient manner, for which the opposite party must give the participant the opportunity, if necessary by handing over the goods. If the complaints turn out to be groundless, alt the reasonable and actual costs of any investigation which may be necessary wilt be for the opposite party's account.

6. Minor deviations in the goods supplied, in terms of dimensions, colour, shape or packaging cannot constitute grounds for the opposite party to completely cancel the order or the goods supplied, to refuse payment in whole or in part or to claim compensation of damage from the participant. The same applies to modifications made by the supplier or manufacturer from whom the participant purchases his goods, to the extent these modifications do not affect the essence of the goods.

7. Without prejudice to the opposite party's right to claim suspension, the opposite party wilt remain required to pay for and accept the orders placed, even if it lodges a complaint within the required period.

8. Complaints which were lodged within the required period will not be handled if it becomes apparent that third parties have made any changes or carried out any repairs on the goods supplied by the participant.

9. Return consignments wilt not be accepted, unless the participant was informed of that fact in writing and in advance. Return consignments must

be despatched franco and must be properly packed, in the absence of which the participant has the discretion to cancel the right to complain.

1. Delivery dates are approximate and indicative only. Unless the parties have explicitly agreed otherwise in writing, the delivery dates which the participant indicates are not final dates after which the opposite party is authorised to refuse further deliveries.

2. Delivery delays, provided these are reasonable, wilt not constitute grounds for the opposite party to dissolve the agreement.

3. The participant's liability for any damage suffered by the opposite party on account of a failure to comply with a final date wilt be restricted to the following, with due observance of article 5:

1. The participant is only liable in respect of the goods supplied with due observance of the following:

2.        If the participant fails to perform his delivery obligations and if that non-performance can be attributed to him, he wilt be liable for the resulting damage, which will then be restricted to a sum corresponding to 100% of the sum of the invoice which would have been despatched if the delivery had been made.

3. The opposite party hereby indemnifies the participant against any customs debt or debts in respect of the orders which the opposite party instructs the participant to perform, unless the opposite party can demonstrate that such a claim is a result of the wilful misconduct and/or evident negligence of the participant himself.

4. The opposite party hereby indemnifies the participant against any action undertaken by third panties to claim compensation for damage on any grounds whatsoever in connection with the goods supplied by the participant, in the widest sense of the words.

1. The participant reserves the title to all the goods which he supplies to the opposite party, until the purchase price for all these goods has been paid in full. The reservation of title will also extend to any claims the participant may acquire against the opposite party as a result of the opposite party's failure to perform one or more of its obligations vis-à-vis the participant or as a result of a claim for any compensation of damage payable to the participant by the opposite party.

2. Goods covered by the participant's reservation of title can only be re-sold within the framework of the opposite party's normal business operations.

3. If the opposite party defaults in the performance of its obligations vis-à-vis the participant or if the participant has good reason to fear that the opposite party will do so, the participant is authorised to repossess the goods covered by the reservation of title from the opposite party or any third parties holding the goods on the opposite party's behalf, or to arrange for this to be done. The opposite party must cooperate with the participant in full in this respect, in the absence of which the opposite party wilt forfeit a of 10% of the sum payable by the opposite party penalty in favour of the participant, for every day, including a part of a day, on which the opposite party continues to default vis-à-vis the participant, without prejudice to the obligation to hand over the goods.

4. The opposite party undertakes to inform the participant immediately if third parties wish to create or validate rights on the goods covered by the participant's reservation of title and to inform the third parties of the participant's reservation of title.

5. The opposite party undertakes to cooperate fully, within reason, in any measures which the participant wishes to take to protect his reservation of title in respect of the goods.

6. All the goods belonging to the participant in the opposite party's possession will remain the participants property under the terms of the reservation of title set out in this article, as long as the opposite party still has any payment obligations vis-à-vis the participant.

7. As additional security for claims other than those referred to in section 3:92 of the Netherlands Civil Code which the participant may have aqainst the opposite party on any grounds whatsoever, the participant hereby retains a pledge on the goods the title of which has been transferred to the opposite party as a result of payment, and which are still in the opposite party's possession, in the event that this may be necessary at any time in the future, in the manner described in section 3:237 of the Netherlands Civil Code. The opposite party wilt cooperate in effecting the pledge by arranging for its registration in response to the participant's first request.

1. The participant will remain title-holder of the intellectual property rights - such as copyrights and/or the industrial design rights to the depictions, drawings, designs, models, accounts, computations and further descriptions, including catalogues or prospectuses - in respect of the goods supplied.

2. The opposite party is not permitted to exercise the rights referred to in paragraph 1, in the widest sense of the words, without the participant's written permission, including but not restricted to making reproductions.

3. The opposite party hereby indemnifies the participant against any action by third parties on the grounds of an infringement of intellectual property rights in respect of an order with which the opposite party has charged the participant.

1. All trade names, expressions and abbreviations in agreements or the correspondence connected therewith must be construed in conformity with the significance awarded to them in the most recent "Incoterms' published by the International Chamber of Commerce in Paris. A copy is available from: ICC Nederland, P. O. Box 95309, 2509 CH The Hague.

1. Any disputes, including disputes which only one party deems to be a dispute, arising from or connected with the agreement to which the present general terms are applicable, or concerning the present general terms themselves and its interpretation or implementation, whether factual or legal, will be adjudicated by the court with jurisdiction in the place where the participant has its principal place of business.

2. If a court other than the court referred to in paragraph 1 of this article has jurisdiction in law, the opposite party is authorised to declare its opposition to an appeal to paragraph 1 of this article, within one week of having been informed by or on behalf of the participant of the fact that the dispute will be submitted to the court with jurisdiction in the place where the participant has its principal place of business.

3. Without prejudice to the provisions of paragraphs 1 and 2 of this article, the participant is authorised to submit the disputes referred to in paragraph 1 of this article to the court with jurisdiction according to the normal rules of jurisdiction.

1. All agreements between the participant and the opposite party are governed by the laws of The Netherlands.