1.GENERAL TERMS AND CONDITIONS
These terms of sale shall apply to all agreements to be entered into by us and to all offers made by us, such to the exclusion of all terms set by buyers or others on their stationery, order and/or delivery forms, invoices etc., and/or filed somewhere. By merely giving us an order, the client accepts our terms of sale. They have been made available for inspection at our office. At your request we will send them to you.

2.OFFERS
All offers shall be made without engagement, unless the contrary is stated explicitly in writing. We shall only be bound by orders after acceptance in writing, unless explicitly agreed upon otherwise in writing.
Each offer must be considered to constitute a whole. The period of validity of our offers shall be a maximum of three months after the offer has been made.

3.PRICES
All prices shall be based on the monetary relationships in force between domestic and foreign currencies, import duties, taxes and other levies at the time of the formation of the agreement. Changes to one or more of these factors shall entitle us to cancel the transaction wholly or partially or to adjust the price, to such an extent that the change is reasonably taken into account. For net orders below € 120, –, €12,- administrative expenses will be charged.

4. PRICE INCREASE
The prices agreed upon shall be based on the prices of wages and materials at the time of the acceptance of the order by us. In the event of an unforeseen increase we shall be entitled to adjust the prices accordingly, unless this, in view of all the circumstances of the case in question, would be unreasonable.

5. PACKAGING MATERIALS
In general, the thinner kinds of cable and assembly wire (or mounting wire) and installation wire will be provided on sealed coils or on so-called WWH’s (plywood throw-away reels). The prices are, when the coil packaging is used, inclusive of the packaging. When deliveries are made on throw-away reels, these will be charged to our customer. We do not take back throw-away reels. Types of cable other than mentioned above, or very long lengths of cable of the kinds of cable mentioned above, will be provided on our green Van Der Hof reels. These, when delivering the cable ordered, will be charged to our customer. After returning the reels within six months after delivery, provided they are in good condition, we will credit the amount charged in full. In the event that the reels are returned after six months, we will deduct 10% user compensation from the credit entry for each month. Reels or other packaging materials must always be returned carriage paid and in a good condition.

6. DELIVERY PERIOD
The delivery period will commence after the order has been accepted by us in writing or by telefax and after we have received all information from the purchaser required by us for the execution of the order. Delivery dates given by us are approximations only, and can, therefore, not be considered to be binding, unless agreed upon otherwise in writing. As soon as the items relating to the order are ready for shipment in our factory, and the purchaser has been informed of this, the items shall, with regard to the delivery period, be considered to have been delivered.

A delivery time agreed upon shall not be a firm date, unless explicitly agreed upon otherwise. In case of overdue delivery the purchaser, therefore, must give notice of default in writing. A. van der Hof’s Draad & Kabelfabriek B.V. shall be allowed to deliver items sold in partly deliveries. This shall not apply when a partial delivery does not have an independent value.

If the items are delivered in parts, A. van der Hof’s Draad & Kabelfabriek B.V. shall be entitled to invoice each consignment separately. Partly deliveries delivered at the request of the customer below € 250,- net, shall not be delivered carriage paid.

7. WEIGHTS AND MEASURES, LENGTHS AND TECHNICAL SPECIFICATIONS
The numbers, weights and measures, lengths and technical specifications in our offers without obligation, letters and printed matters are approximations only, unless they are guaranteed explicitly by us and in writing. Differences in quantities with regard to lengths ordered and delivered may run up to 10% plus or minus.

8. TRANSPORT
The items shall be transported at the risk of the purchaser. Shipments in the Netherlands exceeding € 250,- exclusive of VAT shall be delivered free domicile. In case of shipments below € 250,- exclusive of VAT the prices shall be ex factory. The forwarding charges in case of parcel delivery service, by express delivery, or, in general, by a faster transport facility than the one normally used by us, shall at all times be charged to the purchaser.

9. PLACE OF DELIVERY AND TRANSFER OF RISK
We deliver ex factory, irrespective of the sales stipulation that is invoked. The risk of loss and of damage of items shall transfer to the purchaser as soon as the items have left our factory. The guarantee shall only apply when the cable is used and/or processed judiciously. All further claims in connection with the guarantee shall be excluded explicitly, unless, in view of all the circumstances of the case in question, this would be unreasonable.

10. RETENTION OF TITLE
The items delivered by A. van der Hof’s Draad- & Kabelfabriek B.V. shall remain the property of A. van der Hof’s Draad- & Kabelfabriek B.V. until the purchaser has met all the following obligations pursuant to all the purchase agreements entered into with A. van der Hof’s Draad- & Kabelfabriek B.V.:

- the consideration(s) itself/themselves in connection with items delivered or to be delivered.
- possible claims on account of breach of (one of) the purchase agreement(s) by the purchaser.

The items supplied by A. van der Hof’s Draad- & Kabelfabriek B.V., which, pursuant to paragraph 1, fall under the retention of title, may only be resold in the framework of ordinary business operations. For that matter, the purchaser shall not be allowed to pledge the items or to establish any other right on them.

If the purchaser does not meet his obligations or if there is reasonable fear that he will not do so, A. van der Hof’s Draad- & Kabelfabriek B.V. shall be entitled to remove supplied items, on which the retention of title rests as referred to in paragraph 1, from the purchaser or third parties retaining the items for the purchaser, or have them removed. The purchaser shall be obliged to render full co-operation to A. van der Hof’s Draad- & Kabelfabriek B.V., under penalty of a 10 % fine on the amount owed by him per day.

If third parties intend to create any right on the items supplied subject to retention of title, or exercise any rights, the purchaser shall be obliged to inform A. van der Hof’s Draad- & Kabelfabriek B.V. of this as soon as may reasonably be expected.

At the first request of A. van der Hof’s Draad- & Kabelfabriek B.V. the purchaser shall undertake:

- to insure the items supplied subject to retention of title and to keep them insured against damage caused by fire, explosion
  and water and against theft, and, if requested to do so, to submit the policy of this insurance for inspection;
- to pledge all the claims from the purchaser with regard to the items supplied subject to retention of title to A. van der Hof’s
  Draad- & Kabelfabriek B.V. in the manner prescribed in article 3:239 BW ( Dutch Civil Code);
- to pledge the claims obtained by the purchaser in respect of his customers in case of resale of the items supplied subject
  to retention of title by A. van der Hof’s Draad- & Kabelfabriek B.V. in the manner prescribed in article 3:239 BW (Dutch Civil
  Code);
- to mark the items supplied subject to retention of title as the property of A. van der Hof’s Draad- & Kabelfabriek B.V.;
- to render his co-operation to each and every reasonable measure which A. van der Hof’s Draad- & Kabelfabriek B.V.
  wants to take with regard to the items, to protect its property, which will not hinder the purchaser unreasonably in his
  normal business operations.

11. COMPLAINTS
Damage, if any, whether or not caused during transport, or a shortage of delivery detected on delivery, must be noted on the transport and/or accompanying documents in question.
The purchaser must promptly examine the items on quality, and he must check whether the items supplied meet the specifications required by him. If no written complaints have been received by us within fourteen days after delivery of the items, we will assume that the items have been inspected and accepted. This period of fourteen days can only be extended by mutual consultation, which will be confirmed in writing.

We check items on quality and specifications required before delivery. If, on ordering, the purchaser makes a request to include inspection reports with the delivery, we will comply with this request. If the complaints turns out be justified, we will, after having received the items back, be prepared to deliver the items anew, without a price increase. All further claims, in connection with complaints or arising from shortage of delivery or from faulty delivery or otherwise shall be excluded explicitly.

In order to deliver the items anew again, we must be given the time deemed necessary by us. We shall never be liable for consequential damage unless this would be contrary to a statutory provision in any way, or unless this is a question of intentional act or omission or gross negligence.

12. GUARANTEE
A. van der Hof’s Draad & Kabelfabriek B.V. guarantees that the cables supplied by the same company are free from design faults, defective material and manufacturing defects for a period of three months after delivery. This guarantee does not apply to reels. After expiry of this term the guarantee provided by A. van der Hof’s Draad & Kabelfabriek B.V. cannot be invoked anymore.

If the cable has a design, material or manufacturing defect the purchaser shall be entitled to repair of the item. The seller may chose to replace the item if there are drawbacks to repairing. The purchaser shall only be entitled to replacement if repair of the item is impossible.

For damage arisen as a consequence of a defect in the supplied items A. van der Hof’s Draad & Kabelfabriek B.V. shall be liable for a period of three months after delivery for no more than the invoice amount.

The guarantee shall not apply if the damage has been caused by incorrect and/or injudicious use.

13. PAYMENT
Payment is to be effected within 30 days after the date of invoice, or within eight days minus 2% payment discount.

After expiry of thirty days after the date of invoice the purchaser shall be in default; the purchaser shall owe with regard to the amount due and payable, from the moment of being in default, an interest amounting to the statutory interest per month, whereby part of a month will count as a whole month when calculating the interest due.

In the event of winding-up, bankruptcy or petition for suspension of payment(s) of the purchaser, the obligations of the purchaser shall be exigible immediately.

In addition, the purchaser shall owe an amount with regard to extrajudicial collection costs due, calculated in accordance with the collection rates of the Nederlandse Orde van Advocaten (District Bar Association) with a minimum of € 120,-.
The payments made by the other party shall always be used for the settlement in the first place of all interest and costs due, and in the second place for the settlement of all exigible, accounts receivable that have been outstanding the longest, even when the other party has stated that the payment refers to an invoice from a later date. In cases where this seems reasonable to us we reserve the right to demand advance payment or to send items on C.O.D. terms.

14. FORCE MAJEURE
In these terms of sale the words force majeure shall have the following meanings: circumstances that will prevent the performance of the obligation, which cannot be attributed to A. van der Hof’s Draad & Kabelfabriek B.V..

This will also include (if and in so far as these circumstances will render the performance impossible or if and in so far as they will unreasonably interfere with the performance):
- strikes in companies other than the company of A. van der Hof’s Draad & Kabelfabriek B.V.;
- wildcat strikes or political strikes in the company of A. van der Hof’s Draad & Kabelfabriek B.V.;
- a general lack of raw materials and of other materials, and or items or services, required for the realisation of the
  performance agreed upon;
- unforeseeable standstill at suppliers or other third parties on which A. van der Hof’s Draad & Kabelfabriek B.V. is
  dependent.
- general transportation problems;
- fire;
- machine breakdown and other interruptions of operations, either in our own factory or in the factories of our suppliers.
- war;
- blockade;
- riot;
- epidemic;
- flood;
- storm &
- devaluation.

A. van der Hof’s Draad & Kabelfabriek B.V. shall also be entitled to plead impossibility of performance, if the circumstances preventing (further) performance occur after A. van der Hof’s Draad & Kabelfabriek B.V. should have fulfilled its obligation.

During force majeure A. van der Hof’s Draad & Kabelfabriek B.V.'s obligation to deliver and other obligations shall be suspended. If the period in which A. van der Hof’s Draad & Kabelfabriek B.V.'s obligation to perform is impossible on account of force majeure lasts longer than six weeks, both parties shall be entitled to dissolve the agreement, without having the obligation in that case to pay damages.

If A. van der Hof’s Draad & Kabelfabriek B.V. has already fulfilled part of its obligations when the force majeure occurs, or when the said company is only able to fulfil its obligations partially, the said company shall be entitled to invoice the items already supplied and or the available part which is ready for delivery, separately, and the purchaser shall be obliged to settle this invoice as if it related to a separate contract. However, this stipulation shall not apply when the part already supplied and/or the available part which is ready for delivery does not have an independent value.

15. DEVIATIONS
Offers and/or other commitments from travellers, representatives or other personnel, shall only be binding on us if these are confirmed in writing by us. In cases in which stipulations from the sales agreement have been deviated from, the other stipulations shall remain in force. In the event that the terms of sale have been translated, the Dutch version shall prevail in case of lack of clarity or differences in interpretation with regard to the translated text.

16. DISSOLUTION
If circumstances occur with regard to persons and/or material(s) used by A. van der Hof’s Draad & Kabelfabriek B.V., or which A. van der Hof’s Draad & Kabelfabriek B.V. is in the habit of using, in the fulfilment of the agreement, which are of such nature that the fulfilment of the agreement becomes impossible or problematic and/or disproportionately expensive to such an extent that fulfilment of the agreement can, in all reasonableness, no longer be required, A. van der Hof’s Draad & Kabelfabriek B.V. shall be entitled to dissolve the agreement.

17. THE COMPETENT COURT
In derogation of the statutory regulations for the powers of the civil court each dispute between the purchaser and the vendor, in the event that the court has jurisdiction, shall be settled, as circumstances require, with regard to the subject-matter jurisdiction, by the court or the subdistrict court in Rotterdam, being the registered place of business of the vendor.
However, A. van der Hof’s Draad & Kabelfabriek B.V. shall be entitled to summon the purchaser to appear before the competent court in accordance with the law or the international treaty that is applicable.