Article 1
Quotation and confirmation of order
1.1.
Any quotation by SMT shall be valid for two months. A contract shall only be concluded by the written confirmation of
order by SMT The substance of the contract shall be determined exclusively by said confirmation of order. Modifications
and/or additions to this contract shall be agreed upon in writing. Arrangements made with personnel of SMT shall not be
binding, unless confirmed by SMT in writing or entered into by power of attorney.
1.2.
The goods to be delivered are designed and manufactured in compliance with Dutch standards and instructions. Adaptations
to standards and instructions in force at purchaser's place of business may be carried out by SMT at the purchaser's
risk and expense, on the understanding that SMT has been notified of these standards and instructions in good time.
Article 2
Price
2.1.
The price is based on the agreed scope of supply, delivery time, mode of delivery and terms of payment. All prices
exclude VAT.
2.2.
SMT reserves the right to change the prices if variations occur in the above-mentioned factors (whether or not such
changes could have been foreseen at the moment the confirmation of order was sent) due to purchaser's fault.
2.3.
The purchaser will be notified in writing as soon as possible of price variations pursuant to subsection 2.2.
Article 3
Terms of Payment
3.1.
Any payment shall be made without any deduction or set-off, to an account to be advised by SMT.
3.2.
Any cost relating to securities for payment shall be for purchaser's account.
3.3.
As from the due date of an invoice, the outstanding instalments will be increased by the discount rate for promissory
notes applicable at the time when the due date is exceeded, plus 5%, which increase is calculated over the period during
which the purchaser has failed to make payment(s), as well as the judicial and extrajudicial costs incurred for
collection, which are put at 15% of the relevant amount.
Article 4
Extra work
4.1.
Extra work shall be understood to mean any activities by SMT ordered by the purchaser whether or not in writing that
shall be carried out beyond the scope of supply expressly established in the contract.
4.2.
If the time schedule of the activities to be carried out by SMT is modified due to causes not to be imputed to SMT, any
additional costs incurred by SMT will be charged to the purchaser as extra work.
4.3.
SMT shall have the right not to carry out extra work as long as the conditions with respect to said activities have not
been set forth in writing.
4.4.
SMT shall be entitled to invoice extra work simultaneously with the instalment relating to the period in which the extra
work has been carried out, without prejudice to its right to do so at a later date.
Article 5
Delivery time
5.1.
The delivery time shall run from the date on which SMT, after having sent the confirmation of order, has received from
the purchaser in writing such information as may be necessary to commence and carry out the work, and SMT has received a
down-payment, insofar as this was agreed. If the commencement is deferred, the delivery time may be extended. If a
delivery date has been agreed by parties and the purchaser does not or not timely fulfil his above-mentioned
obligations, the delivery date shall be pushed on accordingly.
Article 6
Delivery of goods, parts and purchased merchandise
6.1.
Unless otherwise agreed, delivery of goods and parts shall be ex-works. The conditions for this mode of delivery are
based on the "incoterms 1990" as applicable at the time of the confirmation of order.
6.2.
If, notwithstanding the provisions of subsection 6.1. of these General Conditions, delivery has taken place before
payment of the full amount due pursuant to the contract, or if securities for payment of the amounts due have not yet
been received, the goods delivered shall remain the property of SMT.
6.3.
If, after having been put in default by SMT, the purchaser fails to pay the full amount due pursuant to the contract,
SMT shall have the right, without intervention by the court, to take back the goods and parts and to annul the contract
without prejudice to its right to claim damages.
6.4.
Buyer is not allowed to supply the goods to any other party without permission of SMT.
6.5.
These General Conditions shall apply to goods procured by SMT from third parties that are subsequently delivered without
being processed, unless SMT shall be obliged to accept any restrictions imposed by the supplier that go beyond these
Conditions; in the latter case the conditions of the supplier shall apply.
Article 7
Guarantee
7.1.
SMT guarantees the delivered goods and services, to the current state of technology, to be free of defects due to
material and or production faults. In the case of such defects and if those have been claimed in writting by the
purchaser within 8 days, SMT declares to be willing to repair or, in case repairing seems not to be possible, to
exchange the subjected goods and or services. Any such claim is giving no right to the purchaser to delay payments.
Article 8
Liability
8.1.
After takeover of the goods or completion of the service activities the liability of SMT shall be limited to the
guarantee obligations under article 7.
8.2.
SMT shall not be liable for:
a.
claims of third parties arising from any infringement of their patents, licenses, trade marks, registered designs
and
other rights under any name whatsoever in connection with the goods supplied by SMT, if and insofar as SMT should
have
infringed upon such rights by using information which has been provided to SMT by or on behalf of the purchaser for
performance of the order;
b.
any indirect and/or consequential damage, including but not limited to consequential loss, loss of profits,
depreciation
of or damage to items of property, loss of goodwill and reputation incurred by the purchaser and/or third parties
attributable to non-delivery, incorrect or untimely delivery and/or non-functioning, incorrect or untimely
functioning
of the goods delivered;
c.
any damage or personal injury in case of operation or maintenance activities not carried out by the purchaser in
accordance with the operating or maintenance instructions of SMT and/or if the goods have been modified in any way
without the explicit consent in writing of SMT The purchaser shall fully indemnify SMT from any claims arising from
such
damage or personal injury;
d.
any faults or defects in the widest sense, if SMT has not stipulated any consideration;
8.3.
Any liability for direct damage attributable to SMT is explicitly limited to the value of this order and, in the event
of a permanent order, to the value of the order for a 6-month period.
8.4.
If the purchaser requires the contract to be wholly or partially annulled and insofar as the purchaser proves that he
has incurred damage as a result of a deficiency attributable to SMT, SMT shall repay any necessary additional costs of
replacement, with a maximum of half the value of the annulled part of the contract.
8.5.
If and insofar as penalty clauses have been included in the contract, these shall be regarded as sole and full
compensation of any damage incurred.
Article 9
Annulment or nullity of the contract
9.1.
After any annulment or nullity of the contract by any cause whatsoever, these General Conditions shall continue to be
effective insofar as they have an independent significance and/or insofar as they have been stipulated to provide for
the consequences of annulment or nullity, such as in particular (but not limited to) the provisions pertaining to the
delivery, penalty clauses, liability, jurisdiction and applicable law.
Article 10
Force majeure
10.1.
Force majeure shall be understood to mean any circumstances (whether or not they could have been foreseen at the time of
the confirmation of order) as a result of which parties are (temporarily) unable to fulfil their obligations, including
also such circumstances as strikes, lockouts, faulty castings, government measures, state of war or siege, fire, natural
disasters, epidemics and circumstances of the like, the absence of the neccessary permits by the Dutch authorities for
the delivery of the goods, or conditions imputable to subcontractors and/or suppliers.
10.2.
The party concerned shall notify the other party within fourteen days after force majeure has arisen. Force majeure
suspends the mutual obligations. If force majeure lasts longer than three months, both parties shall be entitled to
annul the contract.
Article 11
Settlement of disputes and applicable law
11.1.
Any disputes shall exclusively be settled by the competent court in 's-Hertogenbosch, The Netherlands.
11.2.
These General Conditions shall be governed by Dutch law.
Helmond, 12th of June, 1996
Article 1
Quotation and confirmation of order
1.1.
Any quotation by SMT shall be valid for two months. A contract shall only be concluded by the written confirmation
of
order by SMT The substance of the contract shall be determined exclusively by said confirmation of order.
Modifications
and/or additions to this contract shall be agreed upon in writing. Arrangements made with personnel of SMT shall not
be
binding, unless confirmed by SMT in writing or entered into by power of attorney.
1.2.
The goods to be delivered are designed and manufactured in compliance with Dutch standards and instructions.
Adaptations
to standards and instructions in force at purchaser's place of business may be carried out by SMT at the purchaser's
risk and expense, on the understanding that SMT has been notified of these standards and instructions in good time.
Article 2
Price
2.1.
The price is based on the agreed scope of supply, delivery time, mode of delivery and terms of payment. All prices
exclude VAT.
2.2.
SMT reserves the right to change the prices if variations occur in the above-mentioned factors (whether or not such
changes could have been foreseen at the moment the confirmation of order was sent) due to purchaser's fault.
2.3.
The purchaser will be notified in writing as soon as possible of price variations pursuant to subsection 2.2.
Article 3
Terms of Payment
3.1.
Any payment shall be made without any deduction or set-off, to an account to be advised by SMT.
3.2.
Any cost relating to securities for payment shall be for purchaser's account.
3.3.
As from the due date of an invoice, the outstanding instalments will be increased by the discount rate for
promissory
notes applicable at the time when the due date is exceeded, plus 5%, which increase is calculated over the period
during
which the purchaser has failed to make payment(s), as well as the judicial and extrajudicial costs incurred for
collection, which are put at 15% of the relevant amount.
Article 4
Extra work
4.1.
Extra work shall be understood to mean any activities by SMT ordered by the purchaser whether or not in writing that
shall be carried out beyond the scope of supply expressly established in the contract.
4.2.
If the time schedule of the activities to be carried out by SMT is modified due to causes not to be imputed to SMT,
any
additional costs incurred by SMT will be charged to the purchaser as extra work.
4.3.
SMT shall have the right not to carry out extra work as long as the conditions with respect to said activities have
not
been set forth in writing.
4.4.
SMT shall be entitled to invoice extra work simultaneously with the instalment relating to the period in which the
extra
work has been carried out, without prejudice to its right to do so at a later date.
Article 5
Delivery time
5.1.
The delivery time shall run from the date on which SMT, after having sent the confirmation of order, has received
from
the purchaser in writing such information as may be necessary to commence and carry out the work, and SMT has
received a
down-payment, insofar as this was agreed. If the commencement is deferred, the delivery time may be extended. If a
delivery date has been agreed by parties and the purchaser does not or not timely fulfil his above-mentioned
obligations, the delivery date shall be pushed on accordingly.
Article 6
Delivery of goods, parts and purchased merchandise
6.1.
Unless otherwise agreed, delivery of goods and parts shall be ex-works. The conditions for this mode of delivery are
based on the "incoterms 1990" as applicable at the time of the confirmation of order.
6.2.
If, notwithstanding the provisions of subsection 6.1. of these General Conditions, delivery has taken place before
payment of the full amount due pursuant to the contract, or if securities for payment of the amounts due have not
yet
been received, the goods delivered shall remain the property of SMT.
6.3.
If, after having been put in default by SMT, the purchaser fails to pay the full amount due pursuant to the
contract,
SMT shall have the right, without intervention by the court, to take back the goods and parts and to annul the
contract
without prejudice to its right to claim damages.
6.4.
Buyer is not allowed to supply the goods to any other party without permission of SMT.
6.5.
These General Conditions shall apply to goods procured by SMT from third parties that are subsequently delivered
without
being processed, unless SMT shall be obliged to accept any restrictions imposed by the supplier that go beyond these
Conditions; in the latter case the conditions of the supplier shall apply.
Article 7
Guarantee
7.1.
SMT guarantees the delivered goods and services, to the current state of technology, to be free of defects due to
material and or production faults. In the case of such defects and if those have been claimed in writting by the
purchaser within 8 days, SMT declares to be willing to repair or, in case repairing seems not to be possible, to
exchange the subjected goods and or services. Any such claim is giving no right to the purchaser to delay payments.
Article 8
Liability
8.1.
After takeover of the goods or completion of the service activities the liability of SMT shall be limited to the
guarantee obligations under article 7.
8.2.
SMT shall not be liable for:
a.
claims of third parties arising from any infringement of their patents, licenses, trade marks, registered designs
and
other rights under any name whatsoever in connection with the goods supplied by SMT, if and insofar as SMT should
have
infringed upon such rights by using information which has been provided to SMT by or on behalf of the purchaser for
performance of the order;
b.
any indirect and/or consequential damage, including but not limited to consequential loss, loss of profits,
depreciation
of or damage to items of property, loss of goodwill and reputation incurred by the purchaser and/or third parties
attributable to non-delivery, incorrect or untimely delivery and/or non-functioning, incorrect or untimely
functioning
of the goods delivered;
c.
any damage or personal injury in case of operation or maintenance activities not carried out by the purchaser in
accordance with the operating or maintenance instructions of SMT and/or if the goods have been modified in any way
without the explicit consent in writing of SMT The purchaser shall fully indemnify SMT from any claims arising from
such
damage or personal injury;
d.
any faults or defects in the widest sense, if SMT has not stipulated any consideration;
8.3.
Any liability for direct damage attributable to SMT is explicitly limited to the value of this order and, in the
event
of a permanent order, to the value of the order for a 6-month period.
8.4.
If the purchaser requires the contract to be wholly or partially annulled and insofar as the purchaser proves that
he
has incurred damage as a result of a deficiency attributable to SMT, SMT shall repay any necessary additional costs
of
replacement, with a maximum of half the value of the annulled part of the contract.
8.5.
If and insofar as penalty clauses have been included in the contract, these shall be regarded as sole and full
compensation of any damage incurred.
Article 9
Annulment or nullity of the contract
9.1.
After any annulment or nullity of the contract by any cause whatsoever, these General Conditions shall continue to
be
effective insofar as they have an independent significance and/or insofar as they have been stipulated to provide
for
the consequences of annulment or nullity, such as in particular (but not limited to) the provisions pertaining to
the
delivery, penalty clauses, liability, jurisdiction and applicable law.
Article 10
Force majeure
10.1.
Force majeure shall be understood to mean any circumstances (whether or not they could have been foreseen at the
time of
the confirmation of order) as a result of which parties are (temporarily) unable to fulfil their obligations,
including
also such circumstances as strikes, lockouts, faulty castings, government measures, state of war or siege, fire,
natural
disasters, epidemics and circumstances of the like, the absence of the neccessary permits by the Dutch authorities
for
the delivery of the goods, or conditions imputable to subcontractors and/or suppliers.
10.2.
The party concerned shall notify the other party within fourteen days after force majeure has arisen. Force majeure
suspends the mutual obligations. If force majeure lasts longer than three months, both parties shall be entitled to
annul the contract.
Article 11
Settlement of disputes and applicable law
11.1.
Any disputes shall exclusively be settled by the competent court in 's-Hertogenbosch, The Netherlands.
11.2.
These General Conditions shall be governed by Dutch law.