General sales conditions of M.A.D. Holding B.V. (hereinafter “M.A.D.”)

A registered company with its principle place of business in Veenendaal, the Netherlands, registered in the Trade Register of the Chamber of Commerce and Industry in Utrecht, the Netherlands, under number 30102366

Article 1. Definitions and applicability

  1. In these general conditions "the buyer" means: any legal person/entity/corporation/partnership or natural person that signs an agreement with M.A.D. or that wishes to enter an agreement with M.A.D.
  2. These general conditions apply to all offers by and agreements with M.A.D.
  3. Applicability of deviating general conditions or special stipulations by the buyer is explicitly rejected.
  4. Deviations from these general conditions are permitted only by means of an explicit and written agreement.

Article 2. Offers and realisation of agreements

  1. An offer or price quote by M.A.D., in any form what so ever, is obligation-free unless explicitly indicated otherwise by M.A.D.
  2. The agreement will take effect as soon as M.A.D. has sent a confirmation of order, or from the moment that M.A.D. has begun to execute the order.
  3. If the buyer makes no objections to the content of M.A.D.’s confirmation of order within 8 days following receipt of the order confirmation, the content of the confirmation of order is considered to reflect correctly the content of the agreement. If M.A.D. has not sent a written order confirmation while it has already begun to execute the order, the quote offered by M.A.D. is considered to reflect correctly the content of the agreement.

Article 3. Prices

  1. Prices mentioned in the offer, quote or order confirmation are in Euros (€), excluding sales tax, transportation costs and postal/shipping expenses unless explicitly indicated otherwise by M.A.D.
  2. All offers, quotes and prices mentioned in the order confirmations by M.A.D. are based on the purchase prices, exchange rates of relevant foreign currencies mentioned in the offer, quote or order confirmations, import duties and the similar levies, insurance premiums, transport costs and taxes applicable to M.A.D.. In case of changes in one or more of these factors, M.A.D. is authorised to pass on these changes to the buyer.

Article 4. Delivery

  1. An agreed upon period of time for the execution of the order is not a deadline but rather constitutes an approach, which is free of obligation unless explicitly indicated otherwise by M.A.D.
  2. Exceeding the agreed upon period of time, regardless of the reason, does not entitle the buyer to any right of compensation. Neither, in case of the agreed upon period of time is exceeded, is the buyer entitled to annulment or suspension.
  3. In case of force majeure and other circumstances of similar nature that make the execution of the agreement impossible on the part of

M.A.D. or that this can not in all reasons be demanded from M.A.D., M.A.D. has the right to suspend the executed performance - whole or in part - for a period of time to be determined by M.A.D., or to annul the agreement fully or partly without entitling the buyer to any compensation vis-à-vis M.A.D. In case that in such circumstances the order is partly executed, the buyer is obliged to pay the proportional part of the total price.

  1. Force majeure and other circumstances as stipulated in the previous paragraph are interpreted as any autonomous and unforeseen circumstances affecting any one of the parties and which prevents the party from complying in part or whole with the related obligations. This in any case includes: war, threat of war, acts of terrorism, mobilisation, natural disasters, “acts of God”, bans on importing, exporting or forwarding, energy failure, claims of higher instances, strikes, labour unrest, illness, transport problems, as well as circumstances in which M.A.D. cannot deliver– for any reasons whatsoever – due to the fact that its own suppliers were not able to deliver, as well as in cases that M.A.D. is to blame, which is not due to gross faults.

Article 5. Transport and delivery

  1. Unless explicitly agreed upon otherwise, delivery of goods by M.A.D. is always "ex-warehouse".
  2. Also if transport of the goods stipulated in paragraph 1 of this article are delivered by M.A.D. or by third parties recruited by M.A.D., the goods are transported at the expense and risk of the buyer regardless of their delivery address. This also applies to return of goods.
  3. The buyer is completely responsible for the use and correct application of the goods delivered by M.A.D. M.A.D. is not responsible for whether the goods are suitable for their intended use by the buyer, also if the buyer has informed M.A.D. about this intended use.

Article 6. Obligations of the buyer

  1. The buyer will provide M.A.D well in time with useful or necessary data or information about all the work activities that M.A.D. will undertake, in any case following the initial request by M.A.D.
  2. The buyer indemnifies M.A.D. from claims of third parties, on any accounts whatsoever.
  3. If for the purpose of implementing the agreement, the buyer does not provide M.A.D. with the necessary data on time, or provides incomplete data or data that does not comply with agreements or if the buyer does not comply in other ways with its obligations to M.A.D., M.A.D. is authorised without warning or proof of fault to suspend its work activities, in part or in full or to annul the agreement in part or in full. In addition, in such cases M.A.D. is legally authorised to charge the buyer for any additional costs that result from the negligence of the buyer based on the usual rates of M.A.D.

Article 7. Claims

  1. Claims concerning goods delivered by M.A.D. must be submitted in writing by the buyer as soon as possible, but ultimately 14 days after delivery of goods or in case it concerns a hidden deficiency, 14 days after the time in which the fault could have reasonably been detected, on penalty of loss of all rights with regard to any shortcoming on the part of M.A.D.
  2. Submitting a claim does not release the buyer from payment according to the invoice.
  3. Deviation between the goods delivered by M.A.D. and the original model or example does not give the buyer the right to compensation, annulment or suspension.

Article 8. Payment

  1. Payments due by the buyer to M.A.D. must be executed within a payment period as stipulated on the invoice or agreement, without extensions and without deductions of costs. Payment must be executed by transferring the amount due to a bank account indicated by M.A.D.
  2. Complaints regarding the amount stated on the invoice sent by M.A.D. must be submitted to M.A.D. in writing within 14 days after receipt of invoice. If no complaint is communicated, the buyer is considered to be in agreement with the invoice.
  3. M.A.D. is authorised to demand interim payments.
  4. M.A.D. may demand a down payment from the buyer. If the buyer does not comply with a down payment, in spite of a M.A.D. request,

M.A.D. is authorised to suspend its work activities in part or fully.

  1. If within the payment period stipulated in paragraph 1 of this article, the buyer has not executed payment, the buyer is legally in default. In that case, in addition to the legal interest, the buyer is also liable for all extra-judicial costs of any nature that were caused to M.A.D. as a result of the buyer’s non-compliance of the with its obligations. The extra-judicial collection charges are set at 15% of the invoiced amount with a minimum of € 250.
  2. All the executed payments by the buyer are first for settling any outstanding interests as well as judicial and extra-judicial charges, and subsequently for settling any outstanding bills, whereas the oldest bill will be the first to be settled.
  3. The buyer is not permitted to suspend any payment towards M.A.D.

Article 9. Retention of title

  1. The ownership of goods supplied by M.A.D. is transferred to the buyer as soon as they buyer has paid M.A.D. everything owed with regard to the supply of these goods (including not only the purchase price, but including the owed surcharges, increases and compensations according to these conditions, as well as any interest and costs).
  2. Objects supplied by M.A.D. and that are owned by M.A.D can be resold only within normal business operations.
  3. The buyer is not authorised to alienate goods that fall under M.A.D.’s retention of title or to establish any rights upon this for the benefit of third parties. If third parties want to establish or assert any rights to any material delivered under M.A.D.’s retention of title, the buyer is obliged to inform M.A.D. of this matter as soon as can be reasonably expected.
  4. If the buyer does not comply with its obligations or if there is substantial ground for the fear that the buyer will not comply with the obligations, M.A.D. is authorised to remove – or have removed - any delivered goods upon which it retains title from the buyer or from third parties, which have retained the goods on behalf of the buyer. The buyer is required to cooperate entirely in this matter, on penalty of a fine of 10% per day for every day of its debts. The buyer is not permitted to appeal to M.A.D. for retention rights with regard to the storage costs and/or other claims that the buyer may have or alleges to have towards M.A.D.
  5. Following the initial request of M.A.D., the buyer is obliged:
    1. To insure – and to maintain insured - the supplied goods falling under retention of title against damage caused by fire, explosion and water, and against theft. The buyer is obliged to submit the insurance policy for the inspection of M.A.D.
    2. To pledge towards M.A.D. all claims of the buyer towards the insurer concerning supplied goods falling under retention of title in manner prescribed by law.
    3. To pledge towards M.A.D. all claims of the buyer towards customers concerned with re-selling of supplied goods falling under retention of title in manner prescribed by law.
    4. To mark all supplied goods falling under retention of title as owned by M.A.D.
    5. To cooperate with all other reasonable measures that M.A.D. wants to engage for the purpose of protecting its retention of title regarding the goods and which do not present any unreasonable hindrance to the normal operations of its business.

Article 10. Termination of the agreement

  1. The agreement terminates at the time that M.A.D. has completed the agreed upon work activities.
  2. In addition to the grounds for annulment mentioned in the other articles, M.A.D. also has the right to annul the agreement with the buyer in part or fully, without warning or proof of fault, if M.A.D. becomes aware of certain circumstance that give ground to any fears on the part of M.A.D. that the buyer will not comply with the said obligations. M.A.D. is also entitled to annul the agreement with the buyer in part or fully, without warning or proof of fault, if after M.A.D. has requested the buyer to provide securities concerned with compliance and the buyer refuses to provide such securities or provides inadequate securities.
  3. M.A.D. is also entitled to annul the agreement with the buyer in part or fully, without warning or proof of fault, in case of liquidation, bankruptcy, suspension of payment of the buyer or inclusion of the buyer in a legal debt reconstruction regulation of legal entities.
  4. Furthermore, M.A.D. is entitled to annul the agreement with the buyer in part or fully, without warning or proof of fault, in case of non- payment by the buyer within the payment period as mentioned in article 7, or if the buyer is at fault with regard to agreement signed with

M.A.D. or any other manner.

  1. If one of the aforementioned grounds for annulment occurs, M.A.D. is also entitled to suspend its performance in part or in full. Annulment or suspension gives M.A.D. unimpeded right to demand damage compensation from the buyer.
  2. In case of annulment, the claims of M.A.D. towards to buyer are directly and fully demandable per date of the annulment.

Article 11. Liability

  1. If M.A.D. is found to be liable for direct damage, then this liability is limited per damage case and to the level of the invoiced amount.
  2. M.A.D. is excluded from liability for indirect and consequential damage. Consequential damage in any case is interpreted as: lost of profits and costs made in order to prevent, limit or fixing the consequential damage.
  3. The buyer indemnifies M.A.D. from claims of third parties in connection with damage.
  4. The grounds for preclusion and obligation to indemnify included in these general sales conditions are general and apply as well to the personnel of M.A.D. and to third parties that are recruited by M.A.D. for carrying out the agreement, and any possible consultants.
  5. Damage caused by M.A.D. should be reported in writing immediately by the buyer, in any case 14 days after discovering the damage or after a reasonable period in which the buyer could have discovered the damage.
  6. The limitations of liability as mentioned in this article do not apply in cases of deliberate or gross fault on the part of M.A.D.

Article 12. Applicable law and competent court

  1. Dutch law applies exclusively to all offers by M.A.D. and to all agreements signed by M.A.D. The provisions of the Vienna Sales Convention are explicitly excluded.
  2. The Court of Utrecht, the Netherlands, shall have exclusive jurisdiction with respect to any dispute between the parties as a result of agreements and offers that are subject to these general sales conditions, unless, based on mandatory provisions, another competent court has the jurisdiction.

Article 13. Translation of these general sales conditions

If these general sales conditions are translated into any language besides Dutch, in case of any discrepancy or obscurity regarding the meaning or interpretation of one or more of its provisions, the Dutch text will prevail.

These General sales conditions are deposited on January 1st.. 2006, at the Chamber of Commerce and Industry in Utrecht, the Netherlands, under file number 30102366.