General terms and conditions of purchase Kramp

version September 2015

Article 1. Applicability

1.1 These general terms and conditions apply to all quotations, requests and agreements between: Kramp Groep B.V. (having its registered office at Varsseveld, The Netherlands), hereinafter referred to as “Kramp”, and a supplier ("Supplier") that pertain to the sale and supply of products and related services (these products and services are hereinafter referred to collectively as: "Products") to Kramp. In these terms and conditions, "Agreement" is taken to mean a contract signed or to be signed between Kramp as the buyer and Supplier as seller in relation to the sale and supply of Products.
1.2 Changes or additions to an Agreement or deviations from the provisions in these terms and conditions of purchase shall only apply if these have been agreed upon in writing by Kramp and Supplier.
1.3 Supplier's general terms and conditions shall not apply unless and to the extent that the applicability of such terms and conditions has been accepted expressly and in writing by Kramp.
1.4 The requirement to be made "in writing" in these terms and conditions can also be fulfilled by Supplier by the use of electronic means of communication, including email, "electronic data interchange", or a fax message and such. In all such cases, the following conditions must be satisfied:
a) the message can be viewed by Kramp and can easily be stored; and
b) the authenticity of the message is adequately ensured; and
c) the identity of the sender of the message can be ascertained with sufficient certainty.
1.5 These general terms and conditions are available in several languages. In case there is a dispute on the interpretation of a clause, the Dutch version shall always prevail.

Article 2. Requests, quotations and agreements

2.1 Unless expressly specified otherwise in writing, a request on the part of Kramp to issue a quotation shall not oblige Kramp to proceed to purchase, and a quotation issued by Supplier shall be irrevocable.
2.2 An agreement between Kramp and Supplier shall only be effected:
a) after Kramp has submitted an order to Supplier and Kramp has received a written confirmation of this order from Supplier. Such confirmation is also implied by the sending or delivering of ordered Products and acceptance thereof on the part of Kramp; or
b) by means of confirmation sent by Kramp to Supplier of a written quotation produced by Supplier.
Agreements entered into under the terms of a framework agreement shall also be effected in this way, unless expressly agreed otherwise.

Article 3. Supply, transportation, risk and delivery

3.1 Delivery of the Products by Supplier shall be carried out on the agreed delivery date. Unless expressly agreed otherwise in writing, delivery shall be to the delivery address and delivery location specified by Kramp and Supplier shall bear all costs and risks associated with the transportation of the Products including (if applicable) payment of import duties and the responsibility for fulfillment of all related formalities.
3.2 The risk of damage to, loss or destruction of the Products shall be borne by Supplier until the Products have been delivered to Kramp and have been signed off as received by an authorised representative of Kramp.
3.3 If the Product is not delivered to the agreed location within the agreed time frame, Supplier shall be in default without formal notice. In such cases, Kramp shall be entitled to refuse acceptance of the Products and to dissolve the Agreement partially or entirely, without prejudice to all its other rights and remedies.
3.4 Delivery of the Products at a time earlier than the agreed delivery date or partial deliveries shall only be permitted with the prior written consent of Kramp and shall not result in a change to the agreed payment date. Kramp is entitled to postpone the delivery, unless this leads to disproportionate costs or inconvenience for Supplier. If disproportionate costs or inconvenience are involved, Supplier shall inform Kramp of this fact in writing and the parties shall consult on a mutually acceptable arrangement.
3.5 Without the prior written consent of Kramp, Supplier is not permitted to deliver Products that deviate from that which has been agreed.
3.6 Supplier is obliged to present a delivery document to Kramp upon delivery of goods. A signed delivery document shall only serve as proof that certain goods have been delivered to Kramp by Supplier, not that these are the Products ordered by Kramp, that the Products are complete or that these fulfill all requirements set out in the Agreement.
3.7 Irrespective of whether a delivery document has been signed by or on behalf of Kramp or what is stated in it, Kramp will have ten working days after delivery of the Products to inform Supplier that the ordered Products have not been supplied in accordance with the Agreement. Only once these ten days have elapsed without Kramp having informed Supplier that the ordered Products have not been delivered in accordance with the Agreement will they be deemed to have been delivered. Goods not ordered by Kramp but that have been received from Supplier by Kramp shall be picked up from Kramp by Supplier at Supplier's own expense. Kramp shall bear responsibility for temporary storage of these goods. Kramp shall be entitled to charge Supplier a reasonable rate of compensation for this storage.
3.8 Kramp is entitled, but not obliged, to inspect or check the Products or a proportion thereof, or to have them inspected or checked, prior to the delivery and/or thereafter. Supplier shall extend his full cooperation to this end. No rights can be derived by Supplier from the fact that an inspection has been carried out, and the results of an inspection shall not serve as an acknowledgement that the Products are in compliance with the Agreement.

Article 4. Packaging

4.1 The Products to be delivered must be properly packaged and secured and transported in such a way that they reach their destination in good condition. If the delivered Products have not been packaged properly, Supplier shall be liable for the damage arising as a result of or in connection with this, including damage to the delivered Products themselves.
4.2 All costs of packaging the Products shall be borne by Supplier, unless the parties agree otherwise in writing.
4.3 Packaging material and other expedients made available by Kramp for the purposes of transporting or moving the Products and that, by virtue of their nature or according to information from Kramp, are suitable or intended for reuse will remain the property of Kramp. These must be returned to Kramp at Supplier's expense no later than one month after Kramp has made these available to Supplier.

Article 5. Transfer of ownership and acceptance

5.1 Ownership of the Products delivered will pass to Kramp at the time of delivery or once the Products have been delivered to the agreed delivery location, unless the Products are not in compliance with the Agreement.
5.2 Receipt of the Products by Kramp will not preclude any subsequent claim of default in terms of the Products delivered and any subsequent claim relating to Supplier not fulfilling his obligations in the Agreement in another manner. Handling, processing, using or forwarding the Products do not detract from this entitlement.

Article 6. Pricing, invoicing and payment

6.1 The price to be paid by Kramp for the Products shall be the price agreed in the Agreement or, where no pricing is stated in the Agreement, the price Supplier has most recently provided to Kramp in writing. Unless expressly agreed otherwise in writing, the price to be paid by Kramp for the Products after the Agreement comes into effect will be fixed and cannot be changed.
6.2 Unless expressly agreed otherwise in writing, the price will be in euro, excluding VAT and including all costs of transportation, loading and unloading, import and export duties, excise levies and other charges and taxes relating to the Products or delivery thereof.
6.3 Supplier shall ensure that Kramp receives an invoice at the address specified by Kramp for the Products supplied within 30 days of delivery of the Products at the agreed prices, stating the date and the details from the Agreement on the basis of which the Products have been delivered, the amount of VAT as well as any other information that is necessary or required by Kramp.
6.4 Kramp shall not be held to payment until Supplier has fulfilled all his obligations arising from the Agreement accurately and in a timely fashion. Kramp shall be entitled to suspend payment where Supplier has not fulfilled his obligations from the Agreement or has not done so fully or in a timely fashion. Payment on the part of Kramp shall not be deemed to be an acknowledgement of any obligation from the Agreement having been fulfilled by Supplier.
6.5 Payment shall be made in accordance with the agreed payment term upon receipt and approval of the invoice from Supplier. If no other payment term has been agreed, then a payment term of 60 days from date of invoice shall apply.
6.6 Kramp is authorised to offset debts to Supplier against claims issued to Supplier.

Article 7. Compliance, quality, documentation, liability and insurance

7.1 Any instance of Supplier exceeding deadlines agreed upon between Kramp and Supplier for the purposes of Supplier's compliance with his obligations will lead to Supplier being in default without formal notice, unless agreement to the contrary exists in writing.
7.2 If Supplier knows or suspects that he will not fulfill or be able to fulfill his obligations arising from the Agreement, or will not do so fully or in a timely fashion, then he must provide Kramp with written notification of this as soon as possible, stating the reasons.
7.3 Supplier is responsible for ensuring that the Products delivered have the properties that Kramp is entitled to expect them to have on the basis of the Agreement, that they are free of defects and fit for the purpose for which they are intended. If no further detailed description of the requirements to which the Products are subject has been given or agreed upon, they must in any case be of a good standard of quality and at the very least satisfy the usual requirements of fitness for the intended function or application, durability, finish and all statutory requirements and customary provisions in relation to quality, health and safety, and environmental considerations.
7.4 Irrespective of whether expressly agreed, Supplier's obligations of supply to Kramp shall in all cases include clear and adequate written documentation pertaining to the safety, properties and options for use of the Products to be delivered (including but not limited to: instruction manuals, reports on inspections, approval and checks, certificates and proofs of warranty) in the language or languages of the expected end users of the Products or the language or languages that have been agreed upon.
7.5 If the Products do not satisfy the requirements specified in 7.3 and 7.4 of this article, then Kramp shall be entitled to dissolve this Agreement or demand that Supplier ensure that the Products are made to satisfy the requirements within a reasonable time frame to be set by Kramp. With regard to the latter, Kramp shall be entitled to choose between repair or replacement by new Products.
7.6 Supplier is liable for all damage arising as a result of or in connection with Products not satisfying that which is specified in 7.3 and 7.4 of this article and shall indemnify Kramp from all liability for third parties.
7.7 If Supplier can be held culpable for failure to comply with his obligations arising from the Agreement, Kramp shall be entitled to hold Supplier liable for any damage incurred or to be incurred by Kramp.
7.8 Supplier is obliged to take out appropriate insurance against liability and risks such as those described in this article, including but not limited to adequate cover against product liability. Supplier is obliged to present the insurance policy and proof of payment of the premium to Kramp upon Kramp's first request to do so.

Article 8. Warranty

8.1 An agreed warranty shall in all cases entail Supplier having to remedy any deficiency Kramp reports to Supplier as soon as possible, with the costs for this, including attendant costs, being borne by Supplier. If no other term has been agreed, then a term of two months shall apply within which Kramp must submit any warranty claim. This term will commence from the moment Kramp becomes aware of a fact or circumstance that will lead to a breach of the warranty. Where a breach is remedied, the warranty will come back into effect for the full remainder of the warranty period.
8.2 The provisions of this article are without prejudice to all other rights that Kramp is entitled to derive from a failure on the part of Supplier to fulfill his obligations arising from this Agreement, both during and subsequent to the warranty period.
8.3 In addition to any other warranty obligations, Supplier guarantees that the Products delivered will be free from any charge or restriction that Kramp has not accepted expressly in writing. Examples of such charges or restrictions include intellectual property rights applicable to the Products which restrict the options for use or resale of the Products. Supplier indemnifies Kramp against the consequences of such charges or restrictions.

Article 9. Force majeure

9.1 In the event of force majeure, Supplier shall provide Kramp with written notification to this effect along with a description of the cause of the force majeure immediately after this cause has occurred. In such cases, Kramp shall be entitled, without being obliged to compensate Supplier or reimburse any expenses, to choose between:
a) Granting Supplier reasonable postponement of the term for the purposes of him fulfilling his obligations. If, after this term elapses, Supplier is still not capable of fulfilling his obligations arising from the Agreement, Kramp shall be authorised to dissolve the Agreement extrajudicially with immediate effect; or
b) Dissolving the Agreement extrajudicially with immediate effect.
9.2 Force majeure shall in no case be taken to mean: illness or lack of staff, strikes, shortage of raw materials, transport problems, non-compliance with obligations on the part of Supplier's suppliers or any other third parties enlisted by Supplier, disruptions to Supplier's production, and liquidity or solvency problems on the part of Supplier.

Article 10. Acting with integrity

Kramp and Supplier (these denominations being taken to also include their staff) shall not offer, request, accept or promise any gift, remuneration, compensation or benefit of whatever kind, to each other or any other party, that could be construed as being in violation of statutory regulations. Any such action by either party that does not comply with this obligation shall entitle the other party to dissolve the Agreement.

Article 12. Dissolution of agreement

Without prejudice to all other rights Kramp has, Kramp shall be entitled to fully or partially dissolve this Agreement extrajudicially and with immediate effect by means of a written statement to this effect, without being obliged to pay any compensation to Supplier, if:
a) Supplier is in default of the Agreement or compliance is temporarily or permanently not possible; or
b) Supplier is declared bankrupt, is granted a provisional suspension of payments, or there is talk of liquidation or cessation of operations on the part of the Supplier, or if the Supplier must in any other sense be deemed to no longer be capable of fulfilling the obligations arising from the Agreement; or
c) A circumstance referred to in the articles 10. or 11. presents itself.
In the cases specified, Kramp's claims on Supplier shall become due immediately and in full and Kramp shall be entitled to suspend its obligations and/or dissolve the Agreement in full or in part, without prejudice to the other rights to which Kramp is entitled. In such cases Kramp shall also be entitled to have the Agreement fulfilled by third parties at the expense and risk of the Supplier.

Article 13. Transfer of rights and obligations arising from the agreement

13.1 Supplier may not transfer the rights and obligations arising from the Agreement to a third party without the permission of Kramp. Kramp is entitled to attach conditions to such a transfer.
13.2 Kramp may transfer the rights and obligations arising from this Agreement without permission of Supplier to any entity in which Kramp directly or indirectly holds more than 50% of the shares.

Article 14. Settlement of disputes and applicable law

14.1 Any dispute between Kramp and Supplier pertaining to the Agreement (or compliance therewith) shall exclusively be referred to the law courts at Arnhem (The Netherlands).
14.2 Only Dutch law shall be applicable to the Agreement. The applicability of the "United Nations Convention on Contracts for the International Sale of Goods" (the "Vienna Convention") is excluded.