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1. ACCEPTANCE AND BINDING EFFECT

THE TERMS AND CONDITIONS OF SALE CONTAINED HEREIN SHALL BE APPLICABLE TO AND GOVERN THE SALE AND SHIPMENT OF ALL PRODUCTS & SERVICES. THE SUNOLEUR GROUP (SG) ACCEPTS PURCHASE ORDERS CONDITIONED UPON BUYER'S ASSENT TO THESE TERMS. SUCH ASSENT SHALL BE CONCLUSIVELY PRESUMED UNLESS BUYER, WITHIN SEVEN (7) DAYS OF RECEIPT OF THESE TERMS, CANCELS HIS ORDER IN WRITING OR COMMUNICATES TO SG, BUYER'S UNWILLINGNESS TO ACCEPT ANY SPECIFIC TERM OR CONDITION HEREOF IN EITHER OF SUCH EVENTS, SG SHALL NOT BE DEEMED TO HAVE ACCEPTED BUYER'S PURCHASE ORDER UNTIL ANY CHANGES IN THE TERMS AND CONDITIONS HEREOF HAVE BEEN MUTUALLY AGREED UPON AND REDUCED TO WRITING AND SIGNED BY AUTHORIZED REPRESENTATIVES OF SG AND BUYER. THE TERMS AND CONDITIONS SET FORTH HEREIN, AS MODIFIED BY ANY SUCH WRITTEN AGREEMENT, SHALL SUPERSEDE ALL INCONSISTENT TERMS AND CONDITIONS WHICH MAY BE CONTAINED IN ANY PURCHASE ORDER OR IN ANY OTHER PURCHASE DOCUMENTS SUBMITTED TO SG BY BUYER.

2. PRICES

Prices are EX Works of the Sunoleur Group Divisions (from now named SG-D) Distribution centers and do not include any manufacturer's excise tax, sales tax or other tax or duty of any nature whatsoever applicable to the sale or delivery of the merchandise ordered. Any transportation and insurance applicable to the products & services shipped to Buyer shall be paid for by Buyer or repaid to SG-D if advanced by it. In the event SG-D is required to pay any foreign tax or duty as a condition of delivering ordered merchandise to Buyer, Buyer shall provide SG-D at the time the order is submitted with an exemption certificate or other similar document acceptable to taxing or customs authorities or shall repay SG-D for any such tax or duty paid by SG-D, promptly upon being invoiced therefore.

3. DELIVERY

Unless otherwise specified in the purchase order, SG-D shall have the right to deliver all of the goods and services at one time or in portions from time to time. Title to all items shall remain within SG-D for security purposes as conditional vendor until the purchase price thereof has been paid in full. SG-D shall have the right, in addition to all others it may possess, at any time, for credit reasons or because of Buyer's default or defaults, to withhold shipments, in whole or in part, and to recall goods & services in transit, retake same, and repossess all goods & services which may be stored with SG-D for Buyer's account, without the necessity of taking any other proceedings, and Buyer consents that all the goods & services so recalled, retaken, or repossessed shall become the absolute property of SG-D, provided that Buyer is given full credit therefore. The foregoing shall not be construed as limiting, in any manner, any of the rights or remedies available to SG-D because of any default of Buyer under the Uniform Commercial Code as in force and effect in the European Union.

Shipping dates are approximate and unless otherwise specified by Buyer, shipment will be by means deemed most appropriate by SG-D. Irrespective of who selects the carrier and who initially pays the cost of transportation, risk of loss or damage to the goods & services passes to Buyer upon delivery to the carrier.

Products will be packaged in accordance with standard commercial practices for domestic shipment unless otherwise specified by Buyer. All claims for loss or damage must be made by Buyer to the carrier, but SG-D will assist insofar as practical in securing satisfactory adjustment of such claim.


4. PARTIES EXCUSED WHERE PERFORMANCE IMPOSSIBLE: CANCELLATION

SG-D shall not be responsible for any failure to make delivery or delay in the delivery of all or any party of the goods & services purchased by Buyer, due to (a) government statute, ordinance or regulations, (b) strike or other labor trouble, (c) damage to or destruction in whole or part of the merchandise or SG-D’s manufacturing plant, (d) fire, flood, earthquake, riot, war or other casualty or act of God, (e) lack of, or inability to obtain, raw materials, fuel or supplies, or (f) any other cause, contingency or circumstance not subject to State's control which prevents or hinders the manufacture or delivery of the merchandise. In the event of a delay in delivery of not more than thirty days resulting from any such cause, the date of delivery shall, at the request of SG-D, be deferred for a period equal to that of the delay. If the delay in delivery shall be more than thirty days, Buyer shall have the option to cancel the purchase order on written notice to SG-D promptly after the expiration of such thirty-day period.

Buyer shall have the right to cancel any purchase order upon the occurrence of any of the events specified in the preceding paragraph, if such event affects Buyer's premises provided that Buyer shall notify SG-D of its intention to cancel the order promptly upon the occurrence of the event. Upon such cancellation, Buyer shall reimburse PT-SG-D of cancellation, which, in the event that the goods or services was or is in the process of being manufactured to Buyer's own specifications, shall include the cost of producing finished goods and work in process, as well as the costs of material procurement, and reasonable overhead and general and administrative expenses applicable thereto. Buyer may not cancel any purchase order for any other reason without SG-D’s prior written consent.


5. INSPECTION/ACCEPTANCE

Buyer shall inspect the goods & services promptly upon receipt. Failure to so inspect within thirty days after receipt shall constitute a waiver of Buyer's right to inspection and shall constitute acceptance of the merchandise. Buyer shall have the opportunity, at the time and place of inspection, to run adequate tests to determine whether the goods & services tendered conforms to specifications. Use of a portion of the goods & services for the purpose of testing shall not constitute acceptance. Notice of any defects, damages, failure to meet specifications or of any shortage in goods & services delivered to SG-D by Buyer must be given in writing to SG-D within five days of inspection by Buyer. Failure to give such notice within the prescribed period shall constitute acceptance of the goods & services. If goods & services which does not fully conform to the specifications of the purchase order as accepted by SG-D, is rejected by Buyer, SG-DL shall have the right to cure any such defect by shipping conforming goods & services to Buyer within a reasonable time.


6. WARRANTY

SG-D warrants that all goods & services manufactured by it is free from defects in material and workmanship. Any claim of breach of said warranty shall be made within one year of receipt of goods & services by Buyer. Any goods & services claimed to be defective must be returned to SG-D, transportation charges prepaid, but only after notice to SG-D prior to the return. Upon such return, SG-D’s sole obligation shall be to repair or replace (at SG-D’s option any expense) all defective goods & services and return the new or repaired goods & services to Buyer at SG-D’s expense, and refund to buyer the cost of transportation of any defective goods & services returned to SG-D. SG-D warranty shall not be applicable to any goods & services which has been altered or repaired by anyone other than an authorized representative of SG-D or to any goods & services which has not been properly installed or has been subject to misuse of accident.


7. DISCLAIMER OF WARRANTY

THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING ANY WARRANTY OF GOODS & SERVICES OR OF FITNESS FOR A PARTICULAR PURPOSE. BUYER IS RESPONSIBLE FOR DETERMINING THE SUITABILITY OF SG-D GOODS & SERVICES IN HIS DEVICES, ASSEMBLIES OR SYSTEMS AND SG-D SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES REGARDLESS OF WHETHER SG-D’S GOODS & SERVICES ARE USED SEPARATELY OR IN COMBINATION WITH OTHER GOODS & SERVICES.


8. PROTECTION OF PATENTS & TRADE SECRETS

SG-D shall indemnify Buyer and its customer against any loss, damage or liability, including costs and expenses, arising out of any actual or alleged infringement of any patent, copyright or trademark resulting from the use or sale by Buyer or Buyer's customers of goods & services manufactured by SG-D, except those goods & services specially manufactured according to Buyer's design specifications or other requirements. However, the aforesaid indemnify, shall be null and void unless Buyer notifies SG-D in writing of any claim of infringement within thirty days of knowledge thereof and permits SG-D to participate in and direct the defense thereof. If any goods & services shall be specially manufactured by SG-D according to Buyer's design specification or other requirements, Buyer shall indemnify SG-D against any loss, damage or liability, including any costs and expenses, arising out of any actual or alleged infringement of any patent, copyright or trademark resulting from SG-D manufacture or sale to Buyer of such goods & services.


9. TERMS OF PAYMENT

Payment for goods & services shipped shall be due within thirty days from shipment unless otherwise specified in writing by SG-D. If at any time, in SG-D’s judgment, the financial condition of buyer does not justify continuation of production or shipment on the terms or payment originally specified, SG-D may require full or partial payment in advance or satisfactory security for payment.


10. COMPLIANCE WITH APPLICABLE LAW

SG-D warrants and certifies that in the goods & services and shipping of goods & services, will comply with all applicable rules, statutes, regulations and orders of the Netherlands and any state or political subdivision thereof including the laws and regulations pertaining to labor, wages, hours and other conditions of employment, and applicable price ceilings, if any.


11. MISCELLANEOUS

SG-D reserves the right to improve, change or discontinue any goods & services without incurring any liability for duplicating products sold under prior orders. The terms and conditions provided for herein shall be governed by and construed in accordance with the laws of the Netherlands.

Any action for breach of any purchase order as modified by these terms and conditions must be commenced within one week after delivery of the goods & services ordered.

In the event it becomes necessary to bring legal proceedings to enforce or carry out any of the provisions of the agreement between SG-D and Buyer, the prevailing party shall recover costs of enforcement including court costs and reasonable attorney fees.


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