GENERAL CONDITIONS

De Graaf Automaterialen B.V.

Article 1: General

These general conditions apply to our offers, to all orders to us and to all agreements concluded with us. Deviations from these conditions are only valid if that is confirmed in writing by both parties. By placing an order the client also accepts these general conditions.

Article 2: Quotations and offers

2.1. All our offers and quotations are made without obligation. However until an agreement has come into effect we reserve the right to amend quotations and prices. If after acceptance the prices of our suppliers are increased we may increase our price accordingly.

2.2. Illustrations, descriptions, measurements and weights found in price quotations, price lists and brochures are not binding for us. Advice on our part relating to use of the goods supplied are without obligation and may not lead to liability for the (method of) use of the goods supplied.

2.3. Any purchase agreement comes into being on the suspensory condition that the client appears to be sufficiently creditworthy. We are always entitled to demand security from the client for prompt and full settlement of his obligations.

Article 3: Prices

3.1. All prices are in Euros and exclusive of VAT, unless otherwise indicated.

3.2. All freight, import and export duties, station and storage, guarding and customs clearance costs, taxes or other levies introduced or increased after the conclusion of the purchase agreement, as well as changes in exchange rates occurring later that are to our disadvantage, are for account of the purchaser. Packaging, where not included in the purchase price, is charged for at the cost price and not taken back by us.

Article 4: Delivery periods

4.1. The delivery times indicated by us are approximate. In case of any interim change in the order the delivery time is extended accordingly. Exceeding the delivery time does not create any right to change the payment terms, discounts or compensation, nor to withdrawal of the order.

4.2. In case of force majeure or unforeseen circumstances the execution of the order is suspended until after the end of this situation, unless within 90 days of the occurrence of such a situation we notify the purchaser in writing that we are cancelling the order. In that case we are not obliged to pay any (consequential) damages.

Article 5: Guarantees

We guarantee that the goods delivered by us are suitable for the purpose for which they are intended. The guarantee does however only include the resupply of faulty goods, on condition that it is established that this involves a manufacturing fault.

For faults resulting from improper handling, as well as for those cases for which the cause of the fault is not the result of a manufacturing fault, the guarantee lapses.

No guarantee is given on repairs and replaced parts become our property.

Article 6: Transport

Transport of the goods to be supplied by us is carried out for account of the purchaser. The goods to be supplied may be insured on request of the client, where the costs are for account of the client.

Article 7: Reservation of ownership

All goods supplied and to be supplied remain our property until the bills relating to the delivery of these goods have been settled. This reservation also applies where bills are still outstanding for goods supplied previously.

Article 8: Payability of receivables

In case of (an application for) suspension of payment or bankruptcy with respect to or from the client all receivables that we have are immediately payable without notice of default and we are no longer obliged to deliver orders placed.

Article 9: Complaints and claims

9.1. Complaints about goods supplied must be submitted to our office within eight days after delivery of the goods. Complaints which are submitted outside this period may not result in cancellation of the agreement or taking back of the goods supplied.

9.2. Any natural person (not acting in a business capacity) is entitled to cancel a purchase agreement and to demand the purchase price back, without giving a reason, within 8 working days after receipt. If the client wishes to make use of this right he must return the products at the same time and in the same condition in which they were received, at his own expense and risk.

Article 10: Payment and costs

10.1. Payment on delivery must be made for the actual delivery of the goods, without deduction of any discount. In all other agreed cases payment must be made within 8 days of the invoice date for natural persons and 30 days of the invoice date for company’s, only within the Netherlands. If a receivable is outstanding for more than 30 days a daily supplement must be paid on the outstanding amount of 1% of the capital sum, to be paid up to the day of full payment. In addition all costs that must be incurred to collect the receivable are for account of the client, including extrajudicial collection costs, which amount to at least 15% of the capital sum, all plus VAT.

10.2. Clients established outside the Netherlands must in all cases pay in full before delivery.

Article 11: Overhaul, deposit

Upon purchase deposit parts as an example Freon, drive shafts, starters and dynamos the client must be sent the same model as was purchased with free return and only supply those parts that are suitable for overhaul.

Article 12: Liability

We cannot be held liable for (consequential) damage due to the (wrong) use of goods supplied by us. Any statutory or other liability arising from manufacturing faults is limited to the amount reimbursed by the liability insurance we have taken out.

Article 13: Choice of law

Dutch law shall apply to all agreements concluded. All disputes arising from an agreement concluded shall be settled by the court in The Hague in Netherland.

Zoeterwoude, Netherlands March 2010