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1. General

1. These general terms and conditions of sales and delivery, hereinafter referred to as the ‘conditions’, are part of all quotations, offers and/or subsequent contracts issued for the supply of goods and/or services by CTS Nederland B.V., hereinafter referred to as ‘CTS’. Any deviation from, or addition to, these terms and conditions require the express written approval of CTS. At the time of the conclusion of the contract, the client will be assumed to have agreed to the exclusive applicability of these conditions.

2. CTS expressly rejects the applicability of any of the client's general conditions of purchase, tender or any other terms and conditions. By "client" is meant any natural person or legal entity purchasing products and/or services from CTS under a contract.

3. In the event of any stipulation in these terms and conditions, or a part thereof, being null-and-void or subject to annulment, the other stipulations or the remaining part thereof will remain in full force. CTS and the client agree to replace the stipulation that has become null-and-void or subject to annulment with a stipulation they would have agreed to if they had known about the stipulation being null-and-void or subject to annulment.

4. When CTS is not always strict compliance with these conditions, Means not that the provisions thereof do not apply its, or that CTS to any degree would lose the right to otherwise demand strict compliance with the provisions of these conditions.

5. In the event that these conditions have been formulated in both the Dutch and the English languages, the Dutch text will be binding in the event of a dispute regarding the content and the meaning thereof.

2. Quotations, conclusion and contents of contracts

1. Every quotation remains valid, unmodified, for the term specified in the quotation. In the absence of a specified term, the quotation will be non-binding.

2. A contract does not come into existence until the day that it is signed by CTS or the day that CTS sends the written order confirmation.

3. The order confirmation or the firm quotation is assumed to be a correct and full representation of the contract.

4. Prior to and during the terms of the contract, the client is required to provide CTS with timely and accurate information regarding dimensions, measurements, names, weights, numbers, calculations, purpose and environmental factors, for example.

5. The prices quoted, apply only for the quantities specified.

6. Changes to and deviations from any of the stipulations in the contract will only apply insofar as they have been agreed between the parties in writing.

7. Extras are everything that is supplied and/or installed by CTS, in consultation with the client, and whether or not confirmed in writing, during the performance of the contract, over and above the quantity specified in the order confirmation, or work performed by CTS in addition to the work specified in the contract or the order confirmation.

8. Each contract will be entered into on the condition precedent that the client proves to be sufficiently creditworthy for meeting its obligations under the contract. CTS is entitled to require the client to either pay an advance on the contractually agreed price at the time of entering into the contract, or thereafter, before carrying out (continuing to carry out) its obligations, or to provide a surety covering both its payment and any other obligations.

9. CTS is at liberty to transfer its rights and/or obligations under the contract with the client to any affiliated companies. Unless it receives written permission from CTS, the client is not at liberty to transfer its rights and/or obligations under the contract with CTS to third parties.

3. Prices

1. All prices quoted by CTS are expressed in Euros. Unless otherwise agreed, the prices are excluding:

a. VAT;

b. The cost of transport and/or dispatch;

c. The cost of insurance;

d. Import and export duties and/or excise and/or levies and/or taxes

and/or permits and/or any other charges imposed by governments;

e. Packaging costs;

f. Travel expenses;

g. Certification costs and

h. Calibration/fine tuning costs.

2. In the event of a dispute between the parties about the level of applicable prices and/or contract sums, the price for goods and services stated in the most recent and relevant price list will apply.

3. Contrary to what is stipulated in paragraph 2, CTS is entitled to implement price changes in the event that one or more of the cost price

factors are increased after the contract was entered into, even if the increase is the consequence of foreseeable circumstances.

4. Where the contract relates to an agreement to supply a number of services, the price - if applicable - will include assembly and handing over

in an operational state at the agreed location, including all costs; with the exception of unforeseeable costs caused by weather conditions

and the cost of energy, water, materials, raw materials and essential supplies; and all other costs incurred by or during commissioning and

testing of products and/or services supplied by CTS.

4. Intellectual property

1. All trademarked words and/or logos, trade names and/or fantasy names, or a combination of words in which the trademarked words and logos, trade names and/or fantasy names of CTS or any of its affiliated companies are included, patents and/or pending patents,

drawings, calculations, descriptions, models, moulds, tools, software, know-how, work methods and techniques, developed by CTS

and/or registered and/or obtained and of which the client has received knowledge, are and remain the property of CTS. Any information

inherent in, or fundamental to the methods of manufacture and construction, the products, etc. will remain the exclusive property of

CTS, even if its cost has been invoiced. The client warrants that the information referred to, other than for the purposes contained in the

contract, will not be used, copied, recorded, registered, shown to third parties, published or otherwise dealt with without the prior written

approval of CTS.

2. Any information set out in catalogues, images, drawings, measurement and weight schedules, etc. will only be binding for

CTS if, and insofar as they have been included in a contract or order confirmation signed by CTS.

5. Transport costs and transport risk

1. If no detailed instructions have been given to CTS by the client, the method of transport, dispatch, packaging, etc., will be determined by CTS in accordance with sound commercial practice. Any specific requirements with regard to packaging and/or transport on the part of the client, including relocation within the premises, will only be carried out if the client pays for the costs involved.

2. Where the transport occurs at the risk of CTS, CTS's liability is at all times limited to the purchase price of the goods. CTS is entitled to add a surcharge for insurance.

6. Delivery and delivery times

1. Unless otherwise agreed upon, delivery will be ‘Ex-works’ in accordance with current Incoterm.

2. The agreed delivery time and/or period of supply starts on the last of the following dates:

a. The date that the contract was concluded;

b. The date of receipt by CTS of the necessary documentation, details, permits, etc., required for fulfilling the order;

c. The day that the necessary formalities for starting the work, have been dealt with;

d. the day of receipt by CTS of the payment, which, according to the contract, has to be made prior to the start of the work.

3. The agreed delivery terms will always apply as approximate. In the event that a delivery term is exceeded, the client is entitled to set a reasonable period within which CTS has to complete delivery.

4. In the event that CTS is unable to meet the agreed delivery terms or to meet them in a timely manner due to circumstances within

the control of the client, or if the client has not met, or met in a timely manner, or adequately met, any of its obligations under the contract, as a result of which CTS cannot meet its obligations adequately and on time, CTS has the right - after giving notice of default – to cancel the contract, either entirely or in part, without prejudice to its right to compensation for the losses it may have suffered.

5. Except in cases of gross negligence or intention on the part of CTS, failure to meet a delivery date by CTS does not entitle the client to cancel the contract either entirely or in part and/or to claim compensation for any losses suffered, either directly or indirectly, as a result. Nor does the failure to meet a delivery date entitle the client to have the work covered by the contract to be carried out by itself or by a third party, without legal authorization.

6. CTS has the right to make partial deliveries, which can be invoiced separately.

7. If inspection at the premises of CTS has been agreed, the goods will be regarded as having been delivered when ready for inspection and in the remaining cases when ready for shipment, in both cases after the client has been notified in writing and without prejudice to any of CTS's obligations with regard to assembly/installation.

8. In the event that the goods have not been taken delivery of within ten days of the written notification of delivery, or in the case of a 'supply when called for' contract, or when the agreed call period has not been met by the client, CTS is entitled to invoice the goods concerned and from that date, warehouse the goods entirely at the expense and risk of the client.

9. Assembly/installation work will be regarded as supplied/completed:

a. when the client has approved the work after inspection;

b. after CTS has informed the client that the equipment has been installed, is fully assembled and/or operational. The client is to provide CTS with the required testing facilities. The lack of a component that should have been provided by a (third party) supplier, is no reason for regarding the job as not having been delivered/handed over;

c. 8 days after CTS has provided written notification that the work has been completed or that the equipment is operational, and the client

has failed to inspect or test (have tested) the work/equipment within this period, and

d. after the client has actually taken the equipment into use. In the case of a partial commissioning of the equipment, the relevant part will be regarded as supplied/handed over.

7. Assembly/installation work

1. Insofar as the contract concerns assembly/installation work, the client will be responsible for putting in place, in a correct and timely manner, all installations, fittings and/or for providing the conditions which are necessary for correctly installing the assembly and/or for the correct operation of the equipment in its assembled state, except when and insofar as this installation is carried out by or on behalf of CTS in accordance with the details provided and/or drawings prepared by CTS.

2. Without prejudice to the stipulations under paragraph 1, and in the event that the client has instructed CTS to carry out works outside its own premises, in order to avoid any delays to the work to be carried out by CTS, the client, at its own expense, is to ensure that:

a. CTS's employees, as soon as they arrive at the place of installation, will be given free access and will be enabled to start and

properly carry out the agreed tasks during normal working hours and also, should CTS consider this necessary, outside normal working hours, provided the client has been notified well in advance in this regard;

b. earthworks, paving, pile driving, demolition, foundation, concrete, carpentry, and any other additional work of any nature whatsoever, has been completed so that the location is readily accessible;

c. additional assistance and cranes/hoisting equipment is available for the relocation of pieces, where this cannot reasonably be handled by two persons;

d. scaffolding, rigging and ladders are available and/or put in place, and are removed again after completion of the work;

e. fuel and auxiliary services such as compressed air, gas, water, electrical power and supply/drainage pipes required for carrying out, testing and commissioning the work, the supply of switching, safety equipment and conduits for the electric motors and/or any other electrical equipment to be supplied, is available to CTS at the correct location;

f. during the time that the work is being carried out, in its immediate vicinity, a dry, warm, illuminated and separately lockable room of adequate dimensions is made available to CTS as accommodation for the workers concerned and for the storage of the materials, tools and personal belongings of these workers;

g. installation components, soiled or damaged at the work site, will be put back into a good state of repair, unless the soiled state or the damage have been caused by CTS employees;

h. lighting in the work place is such that the installation/assembly work can be carried out in a safe manner, and

i. applications for and/or the provision of the feed pipes, connections, municipal taxes on encroachment on or above public land, EPA permits, building permits, etc. are obtained/paid in a timely manner.

3. Losses and costs incurred as a result of the stipulations in the previous paragraph not having been met, or not met in time, will be for the account of the client.

8. Tests and inspection

1. The client is to conduct (or arrange) a test/inspection of the goods supplied, no later than 14 days after delivery as referred to in article 6, or no later than 14 days after assembly/installation if this was agreed. In the event that this period expires without a detailed report of well-founded complaints in writing, the product will be regarded as having been accepted. The written complaint must state the invoice and/or packing slip number.

2. Without prejudice to CTS's obligations to fulfill its warranty conditions, acceptance pursuant to the foregoing paragraph will rule out any claims by the client with regard to any shortcomings in CTS's performance.

3. If inspection is to take place on instructions of the client, delivery will be considered to have been completed when the items to be supplied, or the most important components thereof, are available for testing/inspection at the relevant manufacturer, and the risk will transfer to the client, even if CTS arranged the transport.

4. In the event of a defect being discovered, the client is to stop the use of, work to, or installation of the product supplied, and to provide CTS with all the cooperation that it may require to investigate the complaint, and to follow CTS instructions with regard to the investigation.

5. If, based on the investigation, CTS concludes that the defect is due to a shortcoming on CTS's part, CTS will only be obliged to either replace or repair the item concerned. The costs associated with the return (transportation costs), investigation, expert consultations, etc., will then be for the account of CTS. In the event that the defect cannot be attributed to a shortcoming on CTS's part, these costs will be for the account of the client.

6. Non-essential shortcomings, particularly those that do not, or not significantly, impact on the intended use of the goods, will be remedied by CTS as soon as possible, and cannot be used by the client as a reason for withholding approval.

9. Tolerances

1. CTS does not accept any liability for color variations that are not more than nuances. The client cannot refuse a delivery on the basis of such color variations.

2. For the permissible tolerances and hardness, we refer to the applicable international standards for the relevant goods, unless they have been deviated from in writing.

3. Any components that have to be fitted to, in or on the items to be fabricated by CTS, which have been supplied to CTS by the client and on its behalf, must be delivered in a timely manner to CTS in the quantities required plus a margin of 10%, free of charge and free-into-store. CTS does not accept any liability for the components or goods provided in this way, nor for the quality and their suitability for purpose, and must be able to assume, without

further inspecting them, that these components will be suitable for fitting to, in or on the time to be fabricated under the contract.

10. Returns

1. CTS will only accept returns, if:

a. CTS has provided prior agreement in writing;

b. the returns relate to standard products;

c. the returns are sent freight-paid, unless otherwise agreed;

d. the supply occurred not more than six weeks prior, and

f. the goods returned are new and unused, in their original packaging, and the relevant invoice and/or packing slip numbers are stated.

2. CTS does not accept any returns that do not meet these stipulations.

3. All costs incurred by CTS in connection with a return shipment will be deducted from the amount to be credited.

11. Risk and retention of title

1. Immediately after delivery as referred to under Article 7, the client will carry all risk with regard to all direct and indirect damage caused to or by the goods supplied, except if caused as a consequence of gross negligence on the part of CTS. In the event that the client fails to meet its obligations with regard to accepting delivery of the product after having been given due notice, CTS will be entitled to charge the client for the cost of storing the product.

2. The ownership of all goods supplied, or any goods yet to be supplied, will not transfer to the client until the time that the client has made full payment to CTS of all moneys owning to CTS as a consequence of the contract that CTS and the client have entered into, including, in any case, the claims referred to in Article 3:92, Paragraph 2, of the Civil Code, plus interest and costs.

3. As long as ownership of the goods has not transferred to the client, the client is not permitted to pledge the goods or render any rights thereto to third parties, except within the normal operations of its business. In the case where the client on-sells the (unpaid-for or partly paid-for) goods, the client is to reserve ownership and to pay CTS, on demand, all claims regarding any amounts still owing to CTS as an undisclosed pledge.

4. As long as ownership has not been transferred, the client is to keep the supplied goods clearly separate from other goods for the time they are not being used.

5. In the event of non-payment of an amount due, suspension of payments, an application for moratorium of payments, bankruptcy, being put under administration, death or liquidation of the client's businesses, as the case may be, CTS is entitled, without further notice, to demand the return of the items supplied but not paid for (in full), off-setting any moneys already paid, but without prejudice to all rights to claim damages. The client is to give CTS its full cooperation in enabling CTS to exercise its right of retention of title referred to in Paragraph 2 in taking back the goods not yet paid for

(in full), including any required disassembly .

6. The aforesaid stipulations, referred to under Paragraphs 1 to 5, will not affect any other rights that CTS is entitled to.

12. Payment

1. Unless otherwise agreed, payment - without any discount, deductions, or off-sets - is to be made within 30 days from the date of the invoice, either in cash, or by transfer to a bank account to be nominated by CTS or with a guaranteed bank cheque its offices.

2. In the event that the client does not pay in time, the client will be regarded to be in breach of contract and CTS will have the right, without further notice, to charge the client interest on the amount owing from the due date, at the rate of 1.5 % above the statutory commercial interest rate applicable in the Netherlands as well as all legal and extra-legal expenses related to the collection of the outstanding claim. Every payment made by the client will primarily be applied to the payment of interest owing and collection expenses and/or administration costs incurred by CTS, and will thereafter be

applied to the reduction of the oldest of the outstanding claims.

13. Warranty

1. CTS guarantees that all goods supplied will properly function during the 12 months after delivery as defined under Article 6, provided that the client uses, handles and stores the goods in accordance with the purpose envisioned by the order, and in accordance with the instructions, (warranty) stipulations and warranty certificates provided by CTS.

2. In the event that the instructions, (warranty) stipulations and warranty certificates are not provided, the client shall notify CTS of this in writing. The client cannot derive any rights from the absence of the documents referred to in Paragraph 1.

3. The warranty referred to in Paragraph 1, is limited to the repair or replacement of the defective component, at CTS's discretion at all times. All costs in excess of this obligation, such as - but not limited to - transport, travel and accommodation, as well as the cost of disassembly and reassembly, are for the account of the client. In the event that CTS replaces components/goods in compliance with its warranty obligations, the components or goods that have been replaced will become the property of CTS.

4. Not covered by the warranty are defects that occur in, or have been caused either entirely or in part by:

a. the design of the installation and/or its components as well as all other details/information;

b. materials, items, work methods and/or utilization or operating instructions that have not been provided by CTS;

c. non-observance of the stipulations regarding operation, maintenance and/or power supply, or utilization other than the intended normal utilization;

d. normal wear and tear, including damage/wear caused by overload or the impact of abnormal circumstances;

e. the application of statutory regulations regarding safety, nature and/or quality of the materials used.

f. assembly/disassembly or repair by third parties and/or the client itself, and

g. components purchased from third parties by CTS, insofar as the third parties concerned have not extended a warranty to CTS.

5. CTS does not warrant inspections carried out, advice/instruction/supervision provided regarding the placing and/or use of the installation, or activities of a similar nature.

6. In the event that the client does not fully or timely meet its contractual obligations CTS cannot be held to honor any warranty. Any claim under a warranty will also become null-and-void, if the client proceeds with, or arranges the disassembly, repair or any other work to the product supplied, without the prior written approval of CTS.

7. The client is to notify CTS in writing as soon as possible after the discovery of a defect, but no later than 14 days after the discovery, failing which any claim against CTS that relates to this defect will be null-and-void. Any legal action to be taken in this regard must be initiated within one year of the timely reporting of a claim, failing which the claim will become null-and-void.

8. With regard to repair and overhaul work or any other services provided, CTS will only warrant the good workmanship of the tasks instructed, for a period of six months. This warranty covers CTS's obligation to redo the relevant work or part thereof that was not carried out in a workmanlike manner. In such a case, the second sentence of Paragraph 3 will apply by analogy.

9. Any potential failure on the part of CTS to meet its warranty obligation(s), does not relieve the client from meeting its own contractual obligations.

14. Liability

1. CTS's liability will be limited to meeting the warranty obligations set out under Article 13.

2. Other than in the case of gross negligence or intention and with the exception of the stipulations contained in the previous paragraph, CTS will not be liable for the payment of losses of whatsoever nature, directly or indirectly, including consequential losses, material damage, loss of profits or environmental damage, to either the client or any third parties.

3. If and insofar as CTS is held to be liable on whatever grounds, CTS shall under no circumstances be obliged to pay compensation of more than 35 % of the contract price, with a maximum of € 1,000,000.00 for each event. A series of related events will be regarded as one event.

4. CTS’s liability is always and continually restricted to the amount of assurance payment in recurrent cases.

5. In the event that CTS provides any help or assistance with the assembly, of any nature whatsoever, where this help and assistance is not part of the contract, this help and assistance is provided at the expense and at the risk of the client.

6. The client shall indemnify and hold CTS harmless against any claims by third parties for damages, costs and interests for which CTS's liability in respect of the client has been excluded under these terms and conditions.

15. Force majeure

1. Force majeure in these terms and conditions is understood to include any circumstances that are independent of the will of CTS, even if they could have been anticipated at the time of the conclusion of this contract, which prevent the contract from being honored in full or in part. Force majeure will, in any case, include: strikes, excessive absenteeism (sickness) of staff, accidents, fire, flood, insufficient delivery of raw materials/components/means of production, transport difficulties, government action/measures, including import and export restrictions, quota restrictions, force of nature, riots, revolts, (civil) war and the threat of war, interruption of operations at supplier(s), as well as a breach of contract on the part of a supplier or suppliers, which results in CTS not being able to fulfill its obligations towards the client (any longer).

2. Each situation of force majeure will give CTS the right to suspend its obligations under the contract for the duration of the force majeure situation.

3. In the event that the force majeure situation lasts longer than 60 days, both CTS and the client may cancel the contract without being entitled to the payment of damages for any losses.

4. CTS is entitled to demand payment for the work that has been carried out under the relevant contract before the circumstances caused by force majeure became evident.

16. Early termination

1. Without prejudice to any other entitlements, including the right to compensation for all losses suffered or yet to be suffered, and without being held to any payment for damages or warranty, and without judicial intervention, CTS has the right to cancel the contract extra-judicially, either in full or in part, or to suspend its obligations, in the event that:

a. the client is declared bankrupt, has applied for a moratorium of payments, goes into liquidation, its assets have been seized, or it transfers or ceases operations;

b. the client, for whatever reasons, fails to meet one or more of its obligations under the contract with CTS;

c. the client dies or is placed under guardianship.

2. In the event of an incident as referred to in Paragraph 1 occurring, all claims that CTS has against the client will become due and payable in full immediately, and CTS will be entitled to take back any goods that have already been supplied.

3. If the contract interim is terminated by CTS, will CTS take care in consultation with the client for the transfer of still to be performed work to third parties. This unless the termination is attributable to the client. If for the transfer of work through CTS costs are incurred, they are will be charged to the client. The client shall pay such costs meet within the therefore called period, unless CTS specify otherwise.

4. If the client a placed order completely or partially cancel, then the appropriate ordered or ready-made things, increased with the potential to drain and delivery costs and for the implementation of the contract reserved work time, integral to the client will be charged.

17. Jurisdiction and competent court

1. All contracts entered into with CTS, and the terms and conditions, are subject to Dutch law, with the exclusion of the Vienna Sales Convention of 11 April 1980 (CISG).

2. All disputes arising out of contracts entered into with CTS, or these terms and conditions, are to be settled exclusively by the Courts in Rotterdam.

18. Location and change conditions

1. These conditions are registered at the Chamber of Commerce in Rotterdam

2. Applicable is always the last registered version or the version valid at the time of the creation of the legal relationship with CTS.