1. DEFINITIONS

'Seller' shall mean FONDUE BV .

'Purchaser' shall mean the person, firm or company who/that places an order with the Seller for the supply of goods.

'Goods' shall mean the products manufactured and/or supplied by the Seller, which are the subject of an order placed by the Purchaser on the Seller.

2. EXCLUSION OF OTHER TERMS AND CONDITIONS

(1) These terms and conditions shall apply exclusively to all quotations and estimates, and to all contracts for the sale of Goods of the Seller. No modification or limitation, whether imposed by the Purchaser or mentioned in the order of the Purchaser or otherwise, shall apply to these terms and conditions, unless expressly accepted in writing by an authorised representative of the Seller.

3. ACCEPTANCE OF QUOTATIONS

The quotations, cost estimates and offers of the Seller shall be valid for a period of 30 days after issue, and may only be issued by authorised representatives of the Seller. The Seller reserves the right to revoke a quotation, estimate or offer issued by it at any time before the Purchaser accepts the same in writing. Subject to the provisions of Clause 4(2) below, a binding contract shall be formed between the Seller and the Purchaser when the Purchaser gives a written acceptance of a valid quotation, estimate or offer that the Seller has issued and has not withdrawn.   An order accepted by the Seller shall be accepted subject to the condition that the Seller approves the credit of the Purchaser, and subject to the condition that the Seller may cancel the order without incurring any obligations if the Seller decides that the Purchaser's credit position is insufficient to meet the Purchaser's contractual obligations. The receipt of the invoices shall be deemed to constitute tacit acceptance, unless deficiencies in the same are notified to the Seller by registered mail within seven days after the invoice. The expiry of this period shall extinguish the related rights.

4. DELIVER IES

Although the Seller shall take all reasonable commercial efforts to deliver the Goods that are to be delivered, by the date specified in the quotation, estimate or offer of the Seller, he cannot be held liable for delays in delivery, regardless of the cause or the reason for the delay. If an urgent delivery is required, the Purchaser shall bear additional costs if any, unless otherwise agreed with the Seller.

In any case, the Purchaser shall, if the Goods are not delivered on the date specified in the quotation, estimate or offer, have the right to notify the Seller in writing that the Goods must be delivered no later than 30 days after the date of such notification. If this period expires without the delivery taking place, the Purchaser shall have the right to terminate the contract.

5. NON-ACCEPTANCE BY THE PURCHASER

(1) If due to the default of the Purchaser, the Goods have not been collected or delivered on the scheduled delivery date, the Seller shall have the right to either (a) compel the Purchaser to fulfil its obligations and to impose a penalty on the Purchaser, equal to .5% per month pro rata on the total value of the Goods, or (b) terminate the contract after a period of three months from the scheduled delivery date and to charge the Purchaser an amount of 30% of the total value of the related Goods. In any case, the Goods shall be stored at the cost and risk of the Purchaser, until the same is collected or can be delivered.

6. COMPLAINTS

All complaints relating to defects in the Goods must be submitted by the Purchaser in writing, within 7 days after the delivery of the Goods. If in the opinion of the Seller, such a complaint is justified, the Goods shall be replaced or repaired at no extra cost to the Purchaser. No deviation, cancellation or suspension of these terms and conditions, nor any protest relating to the Goods or to the performance of the contract shall be valid unless expressly accepted in writing by an authorised representative of Seller.

7. RIGHT OF OWNERSHIP AND RISK

Unless otherwise agreed by the parties, the delivery of the Goods shall be made EXWAREHOUSE at the Seller's place of business. The risk relating to the Goods shall pass to the Purchaser from the time of dispatch, and the Purchaser shall duly insure the Goods for the amount of the selling price. Notwithstanding delivery and the passing of risk relating to the Goods, or any other provision contained in these terms and conditions, the ownership of the Goods shall not pass to the Purchaser until the Seller has received full payment of the price of the Goods in cash or in cleared funds and of all other Goods that were agreed to be sold by the Seller to the Purchaser, the payment for which is therefore due.   Until such time as ownership of the Goods passes to the Purchaser, the Purchaser shall hold the goods as an agent and custodian of the Seller, and shall be bound to properly store the Goods separately from those of the Purchaser and of third parties, duly insured and with markings identifying them as the property of the Seller, but the Purchaser may also resell or use the Goods in the ordinary course of his business. Until such time as ownership of the Goods passes to the Purchaser (and subject to the condition that the Goods are still in the Purchaser's possession and have not been resold), the Seller may at any time require the Purchaser to return the Goods to the Seller, and if the Purchaser does not immediately comply, the Seller may enter the premises of the Purchaser or of any third party at which place the Goods are stored, and recover possession of the Goods. Without this causing prejudice to any other right or remedy of the Seller, the Purchaser shall, at the Seller's request, assign to the Seller all outstanding claims that arise against any third party on the grounds of the resale of the Goods. The Seller shall not use this right if the Purchaser duly fulfils his obligations under the contract. On the Seller's request, the Purchaser shall provide all the necessary information and documentation relating to the debtors and to the location of the Goods delivered, and shall also notify the debtors of the aforesaid assignment. The Goods shall remain the property of the Seller and the Purchaser may not give the same in pledge or as security for a debt, but if the Purchaser does this anyway, all the money that the Purchaser owes to the Seller (without limitation on any other right or remedy of the Seller), shall be immediately payable and must be paid.

8. PRICE

All amounts payable to the Seller shall be exclusive of VAT and any other taxes to which the Purchaser is subject. Unless otherwise agreed in writing by the parties, all prices shall be deemed to be EX-WAREHOUSE at the Seller's place of business, inclusive of packaging. The Seller shall only be bound by any form of discount if the same has been agreed in writing by authorised representatives of the Seller.

9. IMAGES

Dimensions, images and technical data used in our offers, catalogues, circulars and other publicity material are mentioned without engagement and serve only by way of illustration.

10. GUARANTEE

All our goods are provided under a normal factory guarantee of two years, unless corresponded differently in advance.  This guarantee stipulated itself exclusively to the replacement.  Under no circumstances we take the responsibility for damage caused by possible failures from our gods.  All clams on guarantee expire, if our payment conditions have not been followed exactly.

11. PAYMENT CONDITIONS

Unless otherwise agreed in writing by the Seller, the payment for the Goods shall be made in full within 30 days of the date of the invoice issued at the time of delivery of the Goods. The payment shall be deemed to have been made after the Seller actually receives the amounts. The payment period is an essential part of all contracts. In case of default of payment on the due date, the Seller shall have the right, without prejudice to his other rights hereunder, to charge the Purchaser interest at the rate of 8% above the statutory interest, on the overdue amount from the date on which payment was due, until the date of payment to the Seller (both before and after a court decision is pronounced). In addition, the Seller has the right to demand damage compensation from the Purchaser, amounting to 20% of the total value of the Goods. If a payment remains outstanding for more than 15 days after the Seller has sent the Purchaser a registered letter, the Seller shall have the right (without limiting its other rights) to suspend all deliveries, to terminate the contract, and to attempt to obtain payment of the amount owed, by all legal means possible.

12. TERMINATION OF THE AGREEMENT

(1) No cancellation of an order or deviation from the same by the Purchaser shall be valid unless the same is notified in writing to an authorised representative of the Seller, and accepted in writing by him. The Seller reserves the right to refuse such cancellation or deviation or to only accept any such exemption subject to conditions which it deems justified under the circumstances. If an order is cancelled, the Purchaser shall be bound to pay a compensation amounting to 30% of the total value of the related order(s).

13. FORCE MAJEURE

(1) The Seller shall not be liable if the fulfilment of one of its obligations under these Terms and Conditions is prevented or delayed, or is interrupted in any manner whatsoever, whether directly or indirectly, by war, civil unrest, strikes, lockouts or any other industrial disputes, floods, fire, bad weather, an accident or a stoppage of work, a defect in a machine, a lack or difficulty in finding personnel, materials, equipment, fuel, transportation, or for any reason whatsoever beyond the reasonable control of the Seller or suppliers, and in case of such hindrance or delay, the Seller may (without limitation to its other rights) suspend or terminate the contract or any part thereof, without any liability toward the Purchaser, and without prejudice to his other rights.

14. TERMINATION OF THE CONTRACT

(1) The Seller shall have the right, without prejudice to its other rights, to terminate the entire contract with the Purchaser by law, and to claim compensation for any loss caused to the Seller by such termination, if the Purchaser fails to make a payment when it is due, or if he otherwise violates any other provision of the contract, or if the Purchaser goes bankrupt or makes a compromise or other arrangement with his creditors or is a public limited company that is compulsorily or voluntarily liquidated, or if an administrator is appointed to arrange the affairs of the Purchaser, or if the Seller comes to believe that the Purchaser has stopped or is likely to stop business operations.

15. LIMITATION OF LIABILITY

The Seller shall not be liable for loss of profits, property or income, nor for any indirect, incidental, pecuniary or consequential loss on any grounds whatsoever, that can be attributed to the Goods. The above limitations of liability shall not apply to damages caused intentionally, through gross negligence or breach of an essential contractual obligation, or for bodily injury including death, for which the Seller is liable under the law.

16. EXPORT CONTROL

(1) The export of the Goods, as long as the Goods are subject to export restrictions, shall only be permissible with the consent of the competent authorities.

17. TAKE-BACK OBLIGATION AND PROCESSING

The Seller acknowledges that the sale of the Goods in EU countries may be subject to the Directive 2002/95/EC of the European Parliament and of the Council of 27th January 2003 concerning the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS) and Directive 2002/96/EC of the European Parliament and of the Council, of 27th January 2003 concerning discarded electrical and electronic equipment (WEEE), and their respective conversion into national legislation. The Seller shall also ensure that all Goods (including spare parts, components or assemblies of electrical equipment) do not contain more than the permissible levels of hazardous substances as listed in the Directive 2002/95/EC of 27th January 2003 (RoHS) and the respective national laws. As regards compliance by the Purchaser with the policy of the Seller relating to the return of discarded Goods as per the WEEE Directive, as amended from time to time, the Seller shall be responsible for complying with the WEEE regulations insofar as it applies to the Goods.

18. GENERAL

If the court or other competent authority declares a provision of the contract to be wholly or partially invalid or unenforceable, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected. Each contract shall bind and benefit the successors and personal representatives of each party. The Purchaser cannot assign the benefit of his rights under this contract. (4) Nothing in this contract may have the result that a person, who is not a party to this contract, shall obtain a right under this contract.

19. JURISDICTION AND APPLICABLE LAW

(1) Each contract of which these terms and conditions shall form a part, shall be subject to Belgian law. In case of disputes, the courts of Antwerp shall have sole jurisdiction.