GENERAL TERMS AND CONDITIONS OF SALE EUROPE

The following terms and conditions shall govern all sales of goods by Purosil B.V. (“Seller”) unless there is a separately signed agreement to the contrary signed by the Buyer and an authorized representative of Seller.

Buyer agrees to be bound to these General Terms and Conditions and the Credit Agreement in all sales made by Seller.  The terms goods, materials and products are used interchangeably.

ACCEPTANCE OF TERMS AND CONDITIONS
All transactions between Buyer and Seller are governed by the following Terms and Conditions of Sale notwithstanding any provisions submitted by Buyer.  Acceptance of orders from Buyer is expressly conditioned on Buyer’s assent to Seller’s Terms and Conditions.  Seller specifically rejects any different or additional terms and conditions and neither Seller’s performance nor receipt of payment shall constitute any acceptance of them.

ORDERING
Any order placed by Buyer is subject to acceptance by Seller and may be refused for any reasons, including credit concerns, restricted product, unusual volumes, or shipping addresses.  Once accepted, Seller may make partial shipments if some items are on backorder.

PRICE CHANGES
Price, delivery terms, terms of payment, and minimum shipment are subject to change without notice.

CANCELLATION
At any time prior to shipment, Seller may alter or suspend credit, refuse shipment, or cancel unfilled orders whenever in Seller’s opinion the financial condition of the Buyer, or the status of Buyer’s account, warrants it, or if the Buyer delays delivery.  Buyer may cancel his order at any time upon payment in full of all expenses incurred by Seller.

SALES OR USE TAX
Buyer shall pay any applicable national, state, or local sales or use taxes upon, or measured by, the production, sale, transportation, delivery or use of goods sold.

DELIVERY AND INSPECTION
At time of delivery, Buyer assumes all risk of damage and loss resulting from any cause whatsoever.  Buyer agrees to inspect and evaluate all goods and all deliveries sold by Seller upon delivery and receipt by Buyer or Buyer’s agent.  Buyer is solely responsible for, and shall determine the suitability of products delivered for their use.  Seller must be notified in writing within ten (10) days after receipt of any shipment of Seller’s products in case any such goods are claimed to be defective or short delivered in any respect.  Failure to notify Seller shall constitute a waiver of all claims with respect to the goods and the order placed by Buyer with Seller.  In any event, use of the goods shall be deemed to be a complete and unqualified acceptance of them by the Buyer.

RETURN OF GOODS
When responsibility for the return lies with the Buyer, e.g. ordered in error, excess stock, discontinuance of product use, change in product specifications, etc. and unrelated to any Seller performance, and the return is authorized by Seller, credit will be issued after receipt and approval of the quality of the goods, less a restocking charge of 25% or at Seller’s discretion.  Should Buyer be in default of payment of any accounts with Seller, Seller is entitled, at its option, to apply Buyer’s credit or refund to reduce the balance of those accounts.  Products returned requiring reconditioning expense will be assessed to the Buyer’s account.  Buyer must return product within six (6) months of delivery.  Where responsibility for the return is determined to be with Seller, e.g. product did not meet specifications, wrong goods shipped, etc., Buyer’s sole and exclusive remedy shall be repair or replacement of the part or product or, at the discretion of the Seller, credit will be issued upon receipt, inspection and approval for credit by Seller.  Buyer agrees that replacement or refund shall be in lieu of all other remedies at law or inequity, including but not limited to the right of indemnity.  Returned goods shall be protected from damage while in Buyer’s possession.  Except for will call sales, transportation in both directions is at Buyer’s expense.  Under all circumstances, return may be made only with Seller’s approval and immediately after Seller’s authorization.

LIMITED WARRANTY
Seller warrants to the original Buyer that its products shall be free from defects in material and workmanship.

THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS CONCERNING THE PRODUCTS (WHETHER IMPLED BY STATUE OR OTHERWISE) AND SPECIFICALLY EXCLUDES SUCH WARRANTIES AND REPRESENTATIONS TO THE FULLEST EXTENT PERMITTED BY LAW.  SELLER SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.  SELLER NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHE RELIABILITY IN CONNECTION WITH THE SALE OR USE OF THE GOODS SOLD HEREUNDER.  SELLER’S LIABILITY SHALL BE LIMITED TO THE REMEDIES AND SHALL NOT EXCEED THE AMOUNTS STATED IN THESE GENERAL TERMS AND CONDITIONS OF SALE.

LIMITATION OF LIABILITY AND DAMAGES
Buyer assumes all risk and liability whatsoever resulting from the use of Seller’s goods.  Seller’s liability for products Buyer claims and proves are defective or nonconforming shall in no event exceed the purchase price for the product against which claim is made.  Seller shall not be liable for any defects that may be caused either by faulty materials used in the aggregate with Seller’s product and which are manufactured by others or by faulty construction, installation or use on the part of the Buyer or others.  Under no circumstances shall Seller be responsible for Buyer’s removal or installation costs.  All claims for breach of warranty or any claim relating to the product must be presented to Seller in writing with ten (10) days after delivery to Buyer.  Failure of Buyer to give such notice shall be deemed to be a waiver by Buyer of all claims with respect to the subject products.  Seller and Buyer agree that Seller shall not in any event be liable for any liquidated damages, penalties, consequential, contingent, special or incidental damages whatsoever, resulting from the purchase, delivery, receipt, installation or use of Seller’s products, even if Seller shall have been advised of the possibility of such potential loss or damage, including with limitation, liability for loss of use, loss of work in progress, down time, loss of revenue or profits.  Buyer’s cost of cover, failure to realize anticipated savings, loss of Buyer’s property or any liability damage or loss occasioned by such product including injuries to persons or property under any tort, negligence, strict liability, contract, or other legal or equitable theory, including indemnity.  Under no circumstances shall Buyer be entitled to a claim for damages of any kind for loss, damage or leakage after delivery is made in good condition.  Under no circumstances shall Seller be liable for any delays in the performance of this Agreement or any other submitted by Buyer or Buyer’s agent, in whole or in part, from any cause, including but not limited to fire, earthquake, flood, rainstorm, strike lockouts, or other differences with workmen or employees, accidents, war, riots, embargoes, delays, losses, or damages in transportation, shortages of train cars or transportation carriers, fuel, labor or materials, delays of other companies or other contractors, or similar contingencies.  Seller reserves the right to refuse to make delivery in any instance where Seller believes delivery unsafe or impracticable by reason of any strike, lockout boycott, or picketing or other labor disputes whether existing or threatened.  No payment to Seller shall be withheld by Buyer pending adjustment of liability for the amount of any claim.

INDEMNITY
To the fullest extent permitted by law, Buyer agrees to defend, indemnify and hold harmless the Seller from and against any claim or liability, including all losses, damages and or expenses, claims, suites, judgments, including costs and fees of legal counsel and all other costs of defending any action, attributable to bodily injury, sickness, disease, or to damage to or destruction of property (including loss of use thereof) caused by, arising out of, or in any way connected with the delivery, installation or use of the product purchased from Seller, including the possession, use or resale of the products, or where the Seller may incur as a result of any act or failure to act by the Buyer, its officers, agents or employees, successors, or assignees, its customers or all other third parties, whether direct or indirect, whether or not caused in part by the active or passive negligence or other fault of Seller, provided, however, Buyer’s duty hereunder shall not arise if the cause is Seller’s sole negligence as determined by a court of law.

FORCE MAJEURE
All orders taken are subject to force majeure within the meaning of Section 75, Book 6 of the Dutch Civil Code.  In the event such acts occur, Seller shall be released of all obligations but may reaffirm any contracts if such restrictions are removed within thirty (30) days.

PLACE OF PERFORMANCE
The place of performance of this agreement by Buyer shall be in the Netherlands.

PLACE OF DELIVERY
Delivery shall be EXW the Netherlands.  Buyer agrees to pay storage fees to Seller if Seller stores materials after ready for delivery.

PLACE OF PAYMENT 
All payments should be made to Seller at its office in Amsterdam, the Netherlands or such other designated address as Seller may direct.

FORUM AND APPLICABLE LAW
This agreement is governed by Dutch law.  This Agreement, and all subsequent modifications, shall be construed and enforced according to the laws of the Netherlands. All disputes will be resolved by the competent court in the district in which the Seller is established.

LIMITATION OF ACTIONS
No action against Seller arising out of any transaction may be commenced by Buyer more than one (1) year after the cause of action has accrued.

SEVERABILITY
Should any part, term, or provision of this Agreement be determined to be void, voidable or invalid, in any jurisdiction, the validity of the remaining portions of provisions shall not be affected thereby.

ASSIGNMENT
No transaction by Buyer, or any part therein, nor any claim arising hereunder shall be transferred or assigned by Buyer without the prior written consent of Seller.

OTHER AGREEMENTS OR MODIFICATIONS
All other orders, requests, offers, agreements or contracts between the parties hereto shall be subject to the provisions of this Agreement unless expressly stated otherwise, in writing, by direct reference to this Agreement.

TYPOGRAPHICAL ERRORS
Seller shall be responsible or liable to Buyer for typographic errors.  In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing, Seller shall have the right to refuse or cancel any orders placed for product listed at the incorrect price.