1. Applicability

These general terms and conditions are applicable to, and form an integral part of every offer, quotation and agreement relating to products or services to be supplied by Sen-tecH Sensor Technology BV (hereinafter referred to as: Sen-tecH) of any nature whatsoever unless explicitly agreed otherwise in writing.

2. Quotations

All offers made by Sen-tecH are free of obligation, unless the quotation stipulates a term for acceptance. Unless explicitly agreed otherwise, every offer is based on providing the performance quoted under normal circumstances and during normal working hours. The amounts quoted in offers by Sen-tecH are based on the prices, exchange rates, wages and salaries, taxes and any other factors that are relevant for the price at the time of the offer. If a change takes place in one or more of the factors referred to after the order confirmation, Sen-tecH reserves the right to modify the agreed price accordingly. If the price is increased by virtue of this provision pertaining to price increases, the customer reserves the right to dissolve the agreement in writing within eight days after the price increase. All specifications in the quotations or agreements and the enclosures thereto, such as pictures, drawings, measures, weights, yield and colours, only serve as an indication. Small deviations are therefore not for Sen-tecH's account and risk.

3. Prices

All prices are in euros and are exclusive of value added tax (VAT) and other levies that are imposed by the authorities. Possible extraordinary additional costs relating to the import and/or customs clearance of the goods to be delivered to the customer by Sen-tecH are not included in the price and are therefore for the customer's account unless explicitly agreed otherwise. The prices quoted in the quotations or agreements are subject to review, if it appears that a mistake was made in the calculations. Sen-tecH reserves the right to charge the customer an administrative fee in the case of orders with an invoice value of EUR 350.00, excluding VAT or less. If and in so far as Sen-tecH has agreed payment with a supplier in respect of the purchase by Sen-tecH of (goods that form part of) goods to be supplied to the customer by Sen-tecH in a foreign currency, Sen-tecH reserves the right to adjust the agreed price in such a manner that it corresponds with the change in the exchange rate parity.

4. Payment

Payment should take place in accordance with the payment conditions stated on the invoice. If no payment conditions are quoted on the invoice, the customer shall pay within thirty days after the date on the invoice. Sen-tecH at all times reserves the right to make cash on delivery shipments or to demand a full or partial advance payment. If the customer fails to pay within the term set out in the previous provision, the customer shall be legally in default. The customer is then liable to pay interest at 2% per month. If no payment has been received by the end of the alternative payment term stated in a written reminder, the customer shall owe Sen-tecH a fine equal to 10 % of the principal sum excluding VAT, which the customer owes Sen-tecH, irrespective of whether or not Sen-tecH had to incur any extra-judicialdebt collection costs. Without prejudice to Sen-tecH's rights arising from the previous provision, the customer is obliged to reimburse Sen-tecH all extra-judicial costs which Sen-tecH has to incur to collect the amount it is owed by the customer and which costs can be regarded as a financial loss for Sen-tecH. The application of Article 6:92 of the Netherlands Civil Code is excluded.

5. Properties of the product supplied

The product supplied to the customer by Sen-tecH should meet the technical requirements that the customer specified to Sen-tecH beforehand. If and in so far as that product has not been developed by Sen-tecH, but has been purchased by Sen-tecH from a manufacturer, the customer shall be presented with (a copy of) the data sheet that Sen-tecH obtained from the manufacturer for the product in question upon first request. It is possible for the properties of products of the same kind and/ or the same type supplied - or to be supplied by Sen-tecH to deviate slightly from one another. Irrespective of whether or not the customer exercises the right referred to above with respect to obtaining the data sheet, Sen-tecH cannot be held responsible for the small mutual deviations referred to as long as these products meet the criteria set out in the data sheet. Unless Sen-tecH has explicitly informed the customer that the product supplied was developed by Sen-tecH, the customer should assume that a data sheet shall be made available to him upon first request.

6. Delivery

The customer shall at all times lend Sen-tecH his full co-operation and supply Sen-tecH with data and information which is deemed essential or useful for the development or completion of the product the customer ordered from Sen-tecH. The agreed delivery time commences as soon as Sen-tecH is in possession of all data and information to be supplied by or on behalf of the customer and as soon as any agreed advance payments have been made to Sen-tecH. Goods are deemed to have been delivered, as soon as Sen-tecH informs the customer that the goods, which may or may not still need to be assembled either in part or in full, are ready for collection by the customer at Sen-tecH or at a third party or are ready to be shipped by order of the customer. The goods supplied are for the customer's risk from the moment of delivery. If it has been agreed between Sen-tecH and the customer that a certain product is to be delivered within a specific term, the period in question, the time in question, or the term in question should be deemed to have been given by approximation and to have been laid down in the expectation that the circumstances under which and for which this work shall have to be carried out with respect to the time schedule shall not change after the agreement has been entered into. A mere overrun of the period or time referred to in the previous provision or the term referred to in that provision does not put Sen-tecH in default. In that case the customer shall enter into consultations with Sen-tecH about avoiding further delays before possibly putting Sen-tecH in default. Sen-tecH at all times reserves the right to invoice products to be supplied or products that have been supplied per sub-delivery.

7. Complaints

Complaints relating to goods supplied by Sen-tecH should be submitted in writing within 8 days after delivery in the case of outwardly observable defects and immediately after discovery in the case of other shortcomings. This written notice should contain a detailed description of the imperfections or shortcomings in order to enable Sen-tecH to respond in an adequate manner. Complaints relating to a particular shipment do not have any effect on earlier and/or subsequent shipments arising from the same agreement.

8. Retention of title and right of retention

All goods delivered by Sen-tecH shall remain the property of Sen-tecH under all circumstances as long as the customer has not complied with any claim of Sen-tecH regarding the counter-performance by the customer for a delivery made or to be made by Sen-tecH pursuant to a contract.

The customer is not entitled to pledge the goods in questions to third parties, or to otherwise encumber or transfer said goods in whole or in part other than in the ordinary course of business or in accordance with the normal purpose of the goods. In the event of breach of the provisions of the preceding sentence, the purchase price shall immediately be due in full. Sen-tecH has a right of retention in respect of all goods of the customer in Sen-tecH's possession in connection with the performance of any contract made between Sen-tecH and the customer, for the recovery of all claims of Sen-tecH on the customer under such contract.

9. Force majeure

Defaults in the performance by Sen-tecH shall not be attributed to Sen-tecH if they are not Sen-tecH's fault and under Dutch law they should not be at Sen-tecH's expense. In no case shall they be attributed to Sen-tecH if they are caused due to unforeseen facts and circumstances, including of an economic nature, arising beyond the control of actions of Sen-tecH, such as, inter alia, serious disruptions in operations, enforced downsizing of production, strikes and lock-outs, both at Sen-tecH and at supply companies, war, hostilities, state of siege, mobilisation, be such in the Netherlands or in any other country where any sites of Sen-tecH or of supply companies are based, delays in transport or delayed or erroneous delivery of goods or materials or parts by third parties.

10. VAT transfer scheme

If pursuant to the Amendment of the Turnover Tax Implementation Decree 1968 (Royal Decree dated 19 June 1982, Bulletin of Acts, Orders and Decrees 357) the transfer of taxation scheme relating to turnover tax applies, the customer must inform Sen-tecH hereof in writing when making the assignment. In the event of failure to do so Sen-tecH is entitled to recover the turnover tax to be paid from the customer or set it off against a claim of the customer.

11. Guarantee

Insofar as Sen-tecH has delivered goods to the customer under guarantee, all obligations of Sen-tecH ensuing from such guarantee shall lapse if errors, defects or inaccuracies in respect of said goods are the result of inaccurate, careless or inexpert use or management of said goods or if they are the result of external causes such as fire or water damage, or if the customer or a third party has made changes to the goods delivered by Sen-tecH without Sen-tecH's permission. If the customer bases a claim on any guarantee scheme which has been agreed but such claim subsequently turns out to be unfounded, Sen-tecH has the right to charge the customer for the work and the costs of research and repair which Sen-tecH put in pursuant to such claim in conformity with its usual rates.

12. Test products, samples, prototypes, etc.

If Sen-tecH and the customer have agreed delivery of a (half-)product on trial or delivery of a test version of a product, the customer must inspect whether said product meets all requirements in the shortest possible term. Insofar as such is not the case in the customer's opinion, at latest on the seventh day after Sen-tecH has made the product available, the customer must inform Sen-tecH in writing as to exactly what shortcomings have been noted and in what way the customer came to this conclusion. The customer shall give a precise description of the test procedure he applied. The customer shall then return the product immediately to Sen-tecH, undamaged. The return shipment shall be at the expense and risk of the customer, unless explicitly agreed otherwise. Subject to the aforementioned timely written notice by the customer, as of the first moment the product in question is made available to the customer it is to be deemed sound, delivered and accepted. As of that time the customer shall irrevocably owe the purchase price. If the aforementioned notice is given, but it then turns out at any time that in reality the alleged default does not exist, or if the customer does not perform his obligation to see to the immediate return shipment of the product, undamaged, the product in question is to be deemed sound, delivered and accepted.

13. Liability

Sen-tecH is only liable for damage which the customer suffers as a result of default of Sen-tecH on the performance of the contract if such damage is the result of intent or gross negligence on the part of Sen-tecH. The total liability of Sen-tecH relating to any default on the performance of the contract between Sen-tecH and the customer shall in all cases be limited to compensation of direct damage and to a maximum of the contract price (exclusive of VAT) agreed for that contract.

Direct damage as referred to in the preceding provision exclusively means: the reasonable costs to determine the cause and the scope of the damage, insofar as such determination relates to damage as referred to in these Conditions; any reasonable costs made to effect that Sen-tecH's faulty performance corresponds with the contract, unless such cannot be attributed to Sen-tecH; reasonable costs which have been made to prevent or limit the direct damage. Sen-tecH is not liable under the provisions of the preceding paragraph if and insofar as the customer has taken out insurance against the relevant damage or could have taken out reasonable insurance. Sen-tecH is never liable for indirect damage, includig consequential damage, lost profit, missed savings and loss of profits

14. Intellectual and industrial property

All intellectual and industrial property rights in respect of all products delivered or developed by Sen-tecH and all individual components of said products and on other materials such as analyses, designs, drawings, data-sheets, documentation, software, reports, offers, and preparatory material therefore lie exclusively with Sen-tecH or its licensors. The customer is therefore not entitled to reproduce or publish said items or disclose them to third parties or allow third parties to use them, unless the contrary ensues from the nature of the relevant goods or from the nature of the contract between the parties.

15. Confidential information

The customer must deem the offer with appendices, and all technical data and commercial information that Sen-tecH furnishes to the customer which are directly or indirectly related to the products or the operations of Sen-tecH as extremely confidential. The customer is obliged to only use such confidential information for his own use and may not disclose, transfer or sell such to third parties or allow third parties the use thereof or in any way relinquish control thereof. The customer shall endeavour to ensure that his personnel and the third parties whose services he uses also comply with this obligation. Sen-tecH is obliged to treat confidential information of the customer as such. Insofar as written information is concerned, Sen-tecH shall return such on the customer's first request.

16. Applicable law

All contracts to which these General Conditions apply are governed by Dutch law.

The applicability of the United Nations Convention on the International Sale of Goods of 11 April 1980 (Vienna Convention) is excluded.

17. Competent court

The District Court of 's-Hertogenbosch has jurisdiction, to the exclusion of any other court, to adjudicate disputes which directly or indirectly relate to any contract or legally binding transaction to which these General Conditions apply.