Translated version

Article 1. General

1.

These conditions apply to every offer, quotation and agreement between Heslinga Traps, hereinafter referred to as: “User”, and a Counterparty to which User has declared these conditions applicable, insofar as the parties have not expressly and in writing deviated from these conditions.

2.

These conditions also apply to agreements with User, for the execution of which User must involve third parties.

3.

The applicability of any purchasing or other conditions of the Counterparty is expressly rejected.

4.

If one or more provisions in these general conditions are at any time wholly or partially null and void or are annulled, the other provisions in these general conditions will remain fully applicable. User and the Counterparty will then enter into consultations in order to agree on new provisions to replace the void or annulled provisions, whereby the purpose and scope of the original provisions will be taken into account as much as possible.

5.

If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be made ‘in the spirit’ of these provisions.

6.

If a situation arises between the parties that is not covered by these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.

7.

If the User does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the User would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 2 Quotations and offers

1.

All quotations and offers from the User are without obligation, unless a term for acceptance is stated in the quotation. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.

2.

User cannot be held to his quotations or offers if the Counterparty can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.

3.

The prices stated in a quotation or offer are exclusive of VAT and other levies imposed by the government, any costs to be incurred in the context of the agreement, including shipping costs, unless otherwise indicated.

4.

If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.

5.

A composite quotation does not oblige the User to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3 Contract duration; delivery terms, execution and amendment of agreement

1.

The agreement between User and the Counterparty is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly and in writing agree otherwise.

2.

If a term has been agreed or specified for the completion of certain work or for the delivery of certain items, this is never a fatal term. If a term is exceeded, the Counterparty must therefore give User written notice of default. The User must be offered a reasonable term to still execute the agreement.

3.

If User requires data from the Counterparty for the execution of the agreement, the execution term will not commence until the Counterparty has made this available to User correctly and completely. 4.

Delivery will take place ex User’s premises. The Counterparty is obliged to accept the items at the time they are made available to him. If the Counterparty refuses to accept or fails to provide information or instructions necessary for the delivery, the User is entitled to store the goods at the Counterparty’s expense and risk.

5.

The User has the right to have certain work carried out by third parties.

6.

The User is entitled to execute the agreement in various phases and to invoice the part thus executed separately.

7.

If the agreement is executed in phases, the User may suspend the execution of those parts that belong to a subsequent phase until the Counterparty has approved the results of the preceding phase in writing.

8.

If during the execution of the agreement it appears that it is not possible toimplementation is necessary to change or supplement it, the parties will proceed to adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Other Party, the competent authorities, etc., is changed and the agreement is thereby changed in a qualitative and/or quantitative respect, this may also have consequences for what was originally agreed. As a result, the originally agreed amount may be increased or decreased. The User will provide a price quote for this in advance as much as possible. A change to the agreement may also change the originally specified term of implementation. The Other Party accepts the possibility of changing the agreement, including the change in price and term of implementation.

9.

If the agreement is amended, including a supplement, the User is entitled to first implement it after approval has been given by the authorized person within the User and the Other Party has agreed to the price and other conditions specified for the implementation, including the time at which it will be implemented. Failure to implement the amended agreement or failure to do so immediately does not constitute a breach of contract by the User and is also not grounds for the Other Party to terminate the agreement. Without thereby being in default, the User may refuse a request to amend the agreement if this could have consequences in a qualitative and/or quantitative sense, for example for the work to be performed or the goods to be delivered in that context.

10.

If the Other Party should fail to properly fulfil its obligations towards the User, the Other Party is liable for all damage (including costs) incurred by the User directly or indirectly as a result.

Article 4 Suspension, termination and interim cancellation of the agreement

1.

User is authorized to suspend the fulfillment of the obligations or to terminate the agreement if: – the Other Party does not fulfill the obligations under the agreement, does not fulfill them in full or does not fulfill them on time; – circumstances that have come to the attention of User after the conclusion of the agreement give good reason to fear that the Other Party will not fulfill the obligations;

– the Other Party was requested to provide security for the fulfillment of its obligations under the agreement when concluding the agreement and this security is not provided or is insufficient; – If, due to the delay on the part of the Other Party, User can no longer be expected to fulfill the agreement under the originally agreed conditions, User is authorized to terminate the agreement.

2.

Furthermore, User is authorized to terminate the agreement if circumstances arise which are of such a nature that compliance with the agreement is impossible or if otherwise circumstances arise which are of such a nature that the unchanged maintenance of the agreement cannot reasonably be expected of User.

3.

If the agreement is terminated, User’s claims on the Other Party are immediately due and payable. If User suspends compliance with the obligations, he retains his claims under the law and the agreement.

4.

If User proceeds to suspension or termination, he is in no way obliged to compensate for damage and costs incurred in any way as a result.

5.

If the termination is attributable to the Other Party, User is entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.

6.

If the Counterparty fails to fulfil its obligations under the agreement and this failure to fulfil justifies termination, the User is entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or damages, while the Counterparty, on the grounds of breach of contract, is obliged to pay compensation or damages.

7.

If the agreement is terminated prematurely by the User, the User will, in consultation with the Counterparty, ensure that any work still to be performed is transferred to third parties. This unless the termination is attributable to the Counterparty. If the transfer of the work entails additional costs for the User, these will be charged to the Counterparty. The Counterparty is obliged to pay these costs within the term mentioned, unless the User indicates otherwise.

8.

In the event of liquidation, (application for) suspension of payment or bankruptcy, or seizure – if and to the extent that theeslag is not lifted within three months – at the expense of the Counterparty, of debt restructuring or another circumstance as a result of which the Counterparty can no longer freely dispose of its assets, the User is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. The claims of the User on the Counterparty are in that case immediately due and payable.

9.

If the Counterparty cancels a placed order in whole or in part, the items ordered or prepared for that purpose, increased by any transport and delivery costs thereof and the working hours reserved for the execution of the agreement, will be charged in full to the Counterparty.

Article 5 Force Majeure

1.

User is not obliged to fulfil any obligation towards the Other Party if he is prevented from doing so as a result of a circumstance that is not attributable to fault, and is not at his expense under the law, a legal act or generally accepted views.

2.

Force majeure in these general terms and conditions means, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which User has no influence, but which prevent User from fulfilling his obligations. This includes strikes in the company of User or third parties. User also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment of the agreement occurs after User should have fulfilled his obligation.

3.

User may suspend the obligations under the

agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without any obligation to compensate the other party for damages.

4.

To the extent that User has partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part that has been fulfilled or is yet to be fulfilled has an independent value, User is entitled to invoice the part that has already been fulfilled or is yet to be fulfilled separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs

1.

Payment must be made within 30 days after the invoice date, in a manner to be specified by User in the currency in which the invoice was issued, unless otherwise specified in writing by User. User is entitled to invoice periodically.

2.

If the Counterparty fails to pay an invoice on time, the Counterparty will be in default by operation of law. The Counterparty will then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest will be owed. The interest on the amount due will be calculated from the moment the Counterparty is in default until the moment of payment of the full amount due.

3.

User has the right to have the payments made by the Counterparty applied first to reduce the costs, then to reduce the accrued interest and finally to reduce the principal and the current interest.

4.

User may, without thereby being in default, refuse an offer of payment if the Counterparty specifies a different order for the allocation of the payment. User may refuse full repayment of the principal sum if the accrued and current interest and collection costs are not also paid.

5.

The Counterparty is never entitled to offset the amount owed by it to User.

6.

Objections to the amount of an invoice do not suspend the payment obligation. The Counterparty that is not entitled to appeal to section 6.5.3 is also not entitled to suspend payment of an invoice for any other reason.

7.

If the Counterparty is in default or in breach of (timely) fulfillment of its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Counterparty. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for compensation. Any legal and execution costs incurred will also be recovered from the Counterparty. The Counterparty is also liable to pay interest on the collection costs owed.

Article 7 Retention of title

1.

All items delivered by User in the context of the agreement remain the property of User until the Counterparty has properly fulfilled all obligations under the agreement(s) concluded with User.

2.

Items delivered by User that fall under the retention of title pursuant to paragraph 1. may not be resold and may never be used as a means of payment.

The Counterparty is not authorised to pledge the items falling under the retention of title or to encumber them in any other way.

3.

The Counterparty must always do everything that may reasonably be expected of it to safeguard the ownership rights of User.

4.

If third parties seize the items delivered under retention of title or wish to establish or assert rights thereto, the Counterparty is obliged to inform User thereof immediately.

5.

In the event that User wishes to exercise its property rights as indicated in this article, the Counterparty hereby grants unconditional and irrevocable permission in advance to User and third parties designated by User to enter all places where User’s property is located and to take back those items.

Article 8 Guarantees, inspection and complaints, limitation period

1.

The items to be delivered by User meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to items that are intended for use within the Netherlands. In the event of use outside the Netherlands, the Counterparty must verify for itself whether the use thereof is suitable for use there and meets the conditions set for it. In that case, User may set other guarantee and other conditions with regard to the items to be delivered or

work to be carried out.

2.

The guarantee referred to in paragraph 1 of this article applies for a period of six months after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the guarantee provided by the User concerns an item that was produced by a third party, the guarantee is limited to that provided by the producer of the item, unless specified otherwise.

3.

Any form of guarantee shall lapse if a defect has arisen as a result of or arises from improper or inappropriate use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Other Party and/or by third parties when, without the written permission of the User, the Other Party or third parties have made changes to the item or attempted to make changes to it, other items were attached to it that should not be attached to it or if these were processed or edited in a manner other than that prescribed. The Counterparty is also not entitled to a warranty if the defect has arisen due to or is the result of circumstances over which the User has no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) etc.

4. The Counterparty is obliged to examine the delivered goods (or have them examined) immediately at the time that the goods are made available to it or the relevant work has been carried out. In doing so, the Counterparty must examine whether the quality and/or quantity of the delivered goods correspond with what was agreed and meet the requirements that the parties have agreed in this regard. Any visible defects must be reported to the User in writing within fourteen days of delivery. Any non-visible defects must be reported to the User in writing immediately, but in any case no later than thirty days after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The Counterparty must give the User the opportunity to investigate a complaint.

5.

If the Counterparty complains in a timely manner, this does not suspend its payment obligation. In that case, the Counterparty also remains obliged to accept and pay for the other items ordered.

6.

If a defect is reported later, the Counterparty will no longer be entitled to repair, replacement or compensation.

7.

If it is established that an item is defective and a complaint has been made in a timely manner, the User will replace the defective item within a reasonable period after receipt of the return or, if return is not reasonably possible, written notification of the defect by the Counterparty, at the User’s discretion, or ensure that it is repaired or pay compensation to the Counterparty for it. Inin the event of replacement, the Counterparty is obliged to return the replaced item to the User and to transfer ownership thereof to the User, unless the User indicates otherwise.

8.

If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by the User, will be borne in full by the Counterparty.

9.

After the warranty period has expired, all costs for repair or replacement, including administrative, shipping and call-out costs, will be charged to the Counterparty.

10.

In deviation from the statutory limitation periods, the limitation period for all claims and defenses against the User and third parties involved by the User in the performance of an agreement is one year.

Article 9 Liability

1.

If the User is liable, this liability is limited to what is stipulated in this provision.

2.

User is not liable for damage of any nature whatsoever, caused by User having relied on incorrect and/or incomplete information provided by or on behalf of the Other Party.

3.

If User is liable for any damage, User’s liability is limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.

4.

User is only liable for direct damage.

5.

Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred to have the defective performance of User comply with the agreement, insofar as these can be attributed to User and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to a limitation of direct damage as referred to in these general conditions.

6.

User is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business stagnation.

8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of User or his managerial subordinates.

Article 10 Transfer of risk

1.

The risk of loss, damage or depreciation is transferred to the Counterparty at the moment when items are brought into the Counterparty’s possession.

Article 11 Indemnity

1.

The Counterparty indemnifies User against any claims by third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to other than User.

2.

If User is approached by third parties on this basis, the Counterparty is obliged to support User both outside and in court and to immediately do everything that may be expected of him in that case. If the Counterparty fails to take adequate measures, the User is entitled, without notice of default, to take such measures himself. All costs and damage incurred by User and third parties as a result thereof are entirely at the expense and risk of the Counterparty.

Article 12 Intellectual property

1.

User reserves the rights and powers that accrue to him under the Copyright Act and other intellectual laws and regulations. User has the right to use the knowledge acquired by him through the performance of an agreement for other purposes, insofar as no strictly confidential information of the Counterparty is brought to the attention of third parties.

Article 13 Applicable law and disputes

1.

All legal relationships in which User is a party are exclusively subject to Dutch law, even if an obligation is performed in whole or in part abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

2.

The court in the place of establishment of User has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, User has the right to submit the dispute to the competent court according to the law.

3.

The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

Article 14 amendment of conditions

1.

The latest version or the version that applied at the time the legal relationship with User was established always applies.

2.

The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.