GENERAL PAYMENT AND DELIVERY TERMS AND CONDITIONS OF

PRO STEEL SOLUTIONS B.V., WITH ITS REGISTERED OFFICE AND BUSINESS ADDRESS IN NL-MEERKERK

Article 1   Definitions

In these General Terms and Conditions, the following definitions apply:

Supplier: PRO STEEL SOLUTIONS B.V., with its registered office and business address in NL-MEERKERK, user of these General Terms and Conditions.

Client: the company or professional organization which gives an order to the Supplier for the purchase of certain Products.

Products: all goods and services which have been or will be included by the Supplier in its product range for selling.

Article 2   Applicability of these General Terms and Conditions

2.1
These General Terms and Conditions apply to each proposal or offer and any Agreement between the Supplier and the Client, unless the parties have explicitly varied from these General Terms and Conditions in writing are applicable. These General Terms and Conditions also apply in all phases preceding the start of an Agreement and to services and activities which were performed by the Supplier prior to entering into the Agreement.

2.2
The Supplier reserves the right to add to and/or amend these General Terms and Conditions at all times.

2.3
Merely by placing an order and/or taking delivery of the goods, the other party accepts these General Terms and Conditions and is deemed to have agreed tacitly to the exclusive applicability of these General Terms and Conditions for every possible further order given by this party in person, by telephone, telegraph, fax, telex, or in any other manner, irrespective of a written confirmation.

2.4
The Supplier is not bound by the general terms and conditions as declared applicable by the Client, unless the Supplier has accepted those general terms and conditions explicitly and in writing. In the event that the Client declares its own general terms and conditions to be applicable in general to its orders and/or agreements, the General Terms and Conditions of the Supplier shall prevail, unless agreed otherwise by means of an arrangement confirmed in writing.

2.5
If one or more provisions of these General Terms and Conditions are null and void or are declared void, the other provisions of these General Terms and Conditions will remain fully in effect. Instead of the provisions which are void or have been declared void, provisions shall apply which approach the purpose and meaning of the original provisions as closely as possible.

2.6
Trade terms which are used in offers, order confirmations or otherwise, shall be interpreted in accordance with the International Rules for the Interpretation of Trade Terms (ICC Incoterms) as determined by the International Chamber of Commerce and valid at the time of entering into the Agreement.

Article 3   Proposals and offers

3.1
All proposals and offers of the Supplier are without engagement, unless explicitly stipulated otherwise in writing in the proposal or offer concerned.

3.2
Documents submitted by the Supplier to the Client are not binding on the Supplier.

3.3
The Supplier is not bound by deviations in the acceptance by the Client of the proposal/offer of the Supplier.

3.4
Promises and arrangements made orally by or with employees of the Supplier are not binding on the Supplier until after, and insofar as, they have been confirmed explicitly by the Supplier.

3.5
The Client carries the risk for a correct performance of the orders placed in person, by telephone or telegraph.

3.6
The Supplier has the right to have a credit rating regarding the client performed, on the basis of which the Supplier will be entitled to withdraw an offer already made.

3.7
If the Supplier has incurred costs for the purpose of making an offer, the Supplier is entitled to charge these to the Client if the Supplier has announced this in advance to the Client in writing.

3.8
In the event of a combined proposal/offer for multiple services, the Supplier is not obliged to perform part of the services against a corresponding part of the price given if the other part is rejected.

3.9
The agreement will come into effect by and at the time of sending an order confirmation or acceptance of a proposal/offer by the Client, or the written confirmation by the Supplier of an order, or by the actual commencing of the work and/or services by the Supplier.

3.10
If the correctness of this written order confirmation has not been contested within 8 days of the date as noted on the confirmation, it is binding upon the parties. This equally applies to coming into effect of additions, changes and/or further arrangements.

Article 4   The Agreement and the performance thereof

4.1
The obligation of the Supplier is a best efforts obligation, whereby the Supplier will adhere to the specific standards of expertise.

4.2
The Supplier is entitled at all times, both before Products are delivered as well as when the delivery of Products is continued, to request security or advance payment from the Client for the purpose of timely fulfilment of its obligations. If this advance payment is not made or the security is not provided in accordance with the Supplier’s reasonable request, the Supplier is entitled to dissolve the agreement by means of a single written statement without court intervention, and without prejudice to the Supplier’s right to compensation if grounds thereto exist, while the Client will not be entitled to exercise any claim for damages.

4.3
Additionally, the Supplier is entitled to suspend the delivery of Products if and for as long as the Client has not complied, not fully complied, not properly complied or has not complied in time with any obligation arising from the agreement towards the Supplier. In the event that the Client, despite having been warned by the Supplier in this respect, fails to remedy its failure to comply with the agreement immediately, the Supplier is entitled to dissolve the Agreement with immediate effect by means of a private letter, while not being obliged to compensate any damage on the part of the Client.

4.4
All additions, amendments or further arrangements in the agreement will only be valid if these have been agreed upon in writing.

4.5
The goods shall be sold and delivered with due observance of the usual tolerance of proportions, quantities and weights, unless explicitly agreed otherwise.

4.6
The Supplier is not liable for errors of any kind whatsoever in pictures, measurements, weight, quality, prices and/or official lists.

4.7
The Client can only cancel an agreement already entered into with the prior written consent of the Supplier. If the Supplier agrees to the cancellation, the Client owes the Supplier a compensation of at least 25% of what the Client would have had to pay to the Supplier upon execution of the agreement, without prejudice to the right of the Supplier to full compensation of costs and damage.

Article 5   Delivery / delivery dates

5.1
Delivery shall take place in accordance with that which has been agreed upon in writing. Further provisions as regards place and manner of delivery shall be determined in the agreement. Unless agreed otherwise, loading upon delivery and unloading upon return are at the risk of the Supplier, while transport to and from the delivery location, including loading and unloading on this location, shall be at the expense and risk of the Client.

5.2
If, upon expiry of the rental agreement, the Supplier requests that the rental material is delivered to a different location than originally agreed, the Client is obliged to comply. In that event, the Supplier shall compensate the Client for the costs of this transport insofar as these exceed the costs which would have been incurred upon transport to the originally agreed location.

5.3
If any transport of the Products is taken care of or arranged by the Supplier at the instruction of the Client, the Supplier will not be liable in any way whatsoever to the Client for errors and/or damage caused by the Supplier or the carrier engaged by the Supplier.

5.4
The Client undertakes to ensure that any necessary permits are obtained from the competent authorities if the Products need to be transported along public roads.

5.5
The delivery dates stated are approximate and are subject to unforeseen circumstances. Unless stated and/or agreed otherwise, the Supplier does not undertake any obligation as regards the delivery date, and overdue delivery due to whatever cause does not entitle the Client to damages or dissolution of the agreement.

5.6
If delivery cannot take place at the agreed time or within the agreed term, the Supplier is entitled to make partial deliveries and to apply a subsequent delivery term of three months. This term will commence on the day of receipt of the written notice of default of the Client, but no sooner than the day following the expiry of the agreed delivery date.

5.7
The Supplier is entitled to make partial deliveries, which can be invoiced separately. In that event, the Client is obliged to pay in accordance with the provisions of Article 11 of these General Terms and Conditions.

Article 6   Manner and place of delivery; obligation to collect

6.1
If the goods, irrespective of the agreed manner of transportation, are available for collection by the Client and the Supplier informs the Client of this, the Client is obliged to collect these immediately. Failure to fulfil this obligation entitles the Supplier to either store the goods and keep them stored at the risk and expense of the Client and to charge the Client for this, while payment cannot be refused on the basis of the fact that collection has not taken place yet, or to dissolve the agreement without court intervention, and without prejudice to the right of the Supplier to compensation of damage and costs.

6.2
If the agreement is dissolved due to not taking possession of Products, damage is also deemed to include the loss of profit incurred by the Supplier.

6.3
The Client is obliged to unload as fast as possible at the agreed delivery location, which unloading takes place at the risk and expense of the Client. Upon failure to comply with this obligation, the provisions of paragraph 1 apply equally.

Article 7   Complaints and warranties

7.1
The Products must be inspected by the Client for visible defects upon delivery.

7.2
Complaints regarding visible defects will only be accepted by the Supplier if these are submitted to the Supplier directly and in writing within 2 (two) working days after discovery, but within one month at most after receipt of the Products or after the Products have been made available. Complaints with regard to other defects can only be submitted to the Supplier directly in writing, stating reasons, and will be accepted by the Supplier only if these are received by the Supplier within 8 (eight) working days after discovery or the availability of the Products, but at most within one year after delivery. Having made a complaint with regard to a defect in the Products delivered, the Products must be kept ready for inspection by the Supplier for a period of at least 10 working days. During this period, the Products may not be used.

7.3
By submitting a complaint, the payment obligation of the Client with regard to the items in dispute is not suspended. Any legal claims must be instituted, at the risk of forfeiting these, within at most one year after timely submitting a complaint.

7.4
Quality requirements or quality standards of goods to be delivered by the Supplier must have been agreed upon explicitly. Small or, within the sector, usual or technically unavoidable deviations and differences in quality, colour, size or degree of finish do not constitute grounds for submitting a complaint.

7.5
The warranty obligation of the Supplier shall not reach beyond the quality stipulations and standards expressly agreed upon. The warranty period for goods delivered is one year from the delivery date.

7.6
After processing and/or onward supply of Products by or by way of the Client, submitting complaints is no longer possible.

7.7
Complaints about invoices must be submitted in writing and directly to the Supplier within 8 (eight) working days after the invoice date.

7.8
After expiry of the terms mentioned, the Client is deemed to have accepted the delivered goods or the invoice irrevocably and unconditionally. From that time on, complaints will no longer be accepted by the Supplier.

7.9
If the Supplier deems the complaint justified, the Supplier will make replacement Products available within a reasonable period of time against return of the Products already received, or will credit the Client wholly or partially as regards the Products concerned, such at the discretion of the Supplier, while this will not entitle the Client to additionally exercise any rights to any kind of compensation whatsoever.

7.10
Submitting a complaint does not release the Client from its payment obligations towards the Supplier.

7.11
The warranty, if any, of the Supplier shall not apply if:

(a) And as long as the Client is in default towards the Supplier;
(b) The goods have been exposed to abnormal circumstances or have been treated in a negligent or incompetent manner;
(c) The goods have been stored longer than usual and this has most likely caused a loss of quality;
(d) The Supplier has not been given the opportunity to inspect a defect within ten days after its discovery.

7.12
The Supplier does not guarantee or can never be considered to have guaranteed that the Products are suitable for the purpose for which the Client wishes to treat or process these, to use these or to have these used. Samples are provided by way of indication only.