having its office at Instraat 5 b3, 6921 AC Budel, The Netherlands 

Article 1.        Applicability and validity

1.1.    These General Terms apply to any offers and agreements by virtue of which PanPath BV, hereafter called “the seller”, delivers products or provides services, of whatever kind as far as it is not explicitly and in writing agreed otherwise.

Deviations from these General Terms are only valid if and as far as these are explicitly and in writing confirmed by the seller.

1.2.    Any possible purchase- or other conditions posed by the other party, hereafter called “the buyer”, do not apply.

1.3.    If any stipulation formulated in these General Terms appe­ars to be null and void or is nullified, the other conditions remain in full force.

Article 2.        Effectuation of the contract

2.1.    Offers of the seller are made without engagement. The seller is not commit­ted until having confirmed explicitly and in writing the order or having executed the order without previous confirmation.

2.2.    In case of delivery of certain products the seller is entitled to demand from the buyer an account concerning the appli­cation of the products.

Article 3.        Delivery

3.1.    Delivery is ex works.

3.2.    The goods are to be transported at the risk of the buyer. If the seller, whether or not under order of the seller, takes care of the transport, the buyer is free in the choice of package, the means of transport, the route to be followed, and the insurance of transport.

3.3.    The time of delivery should be regarded as an indication only, and does by no means refer to any fatal term. There­fore, the buyer may not refuse to accept delivery of the goods ordered because of late delivery.

 The seller cannot (in whatever way) be held responsible for whate­ver dama­ges (consequential or indirect damages inclu­ded). As a result of any deviation of the time of delivery, this time of delive­ry should be regarded as an indication only.

3.4.    For certain goods it holds that, according to the law, they should be exclusi­vely delivered to holders of official per­mits or licenses. The buyer is obliged to respect all statuto­ry provisions and regulations, for example those concer­ning storage, selling and application; he is also obliged to impose this obligation upon further customers up to the end-user.

3.5.    In case of doubt on the solvency of the buyer, as well as for other justified reasons, seller reserves the right to demand payment in advance for first or further deliveries, or de­mand other certainty. If this is not done to the satisfaction of the seller, he is entitled to defer or refuse the delivery, without being obliged to pay damages and without waiving with any right in the agreements or law.

3.6.    Barring special circumstances, orders with an invoice value less than € 350,- will not be accepted.

Article 4.        Right of ownership and certainties

4.1.    The right of ownership of the products bought only passes to the buyer, after he has paid the seller. The buyer howe­ver has the right to dispose of the products for his normal exercise of business. The buyer is obliged to inform the seller without delay, if a third-party exercises rights upon the products still belonging to the seller.

4.2.    Upon first demand of the seller, the buyer shall give in pledge all the products received from the seller, and/or the claims upon others, which result from the reselling of these products, to ascertain all his obliga­tions of payment­ towards the sel­ler. This takes place in a way conforming­ to Arti­cle 239, book 3 of the Dutch Civil Code, without prejudice to the provisi­on of article 3.5. of these General Terms.

4.3.    In case the buyer fails to perform his payment obligations as well as in the cases as mentioned in Article 8.1 the seller is irrevocably autho­rized, without notice of default, to repossess the products or to have them repos­sessed from the place where they are. Buyer is obliged to give any required coopera­tion to the seller, if the latter decides to exerci­se this right of repos­session.

The seller has the right either to keep the products in his possession until the money due, the interest, costs and damages has been paid, or to sell the product of a third-party, in which case the net pro­ceeds will be deducted from the total debt of the buyer to the seller.

Article 5.     Packaging, labels and manuals and complaint handling

5.1.    Seller shall deliver the products ordered in the original PanPath-packaging, with the original PanPath-labels and, when applicable, with a users manual enclosed.

5.2.    Buyer shall take care that the end-users receive the products ordered, in the original PanPath-packaging, with the original PanPath-labels and, when applicable, with a users manual enclosed.

5.3.    Buyer shall take care of proper product handling, transport and storage conditions according to seller’s instructions.

5.4.    Buyer shall maintain records listing specified product purchases with respective lot numbers, delivered to end-users.

5.5.    Buyer shall be able to demonstrate in a simple and clear fashion the identification and traceability of products delivered to end-users.

5.6.    Buyer shall forward complaints promptly to seller including a formal description of said complaint, product description, product code, lot number and experiment procedure as used by the end-user.

5.7.    Seller shall investigate each complaint on its merits and shall inform buyer about the outcome of said investigation and actions required. Subsequently, buyer shall inform the end-user according seller’s instructions.

5.8.    Recall: In case a complaint leads to a recall procedure, buyer shall fully co-operate with the recall procedure and whenever necessary inform local authorities accordingly.

Article 6.        Prices and invoicing

6.1.    Prices as published by the seller in the price-list or mentio­ned anywhere else, can be changed by the seller at anytime and without previous announ­cement. The prices are net and exclude turnover tax.

6.2.    Invoicing is done on the basis of prices valid on the date of delive­ry.

Article 7.        Terms of payment

7.1.    Payment has to be done in Euros (€), within 15 days after the date of the invoice and without any compensation, deduction or suspen­sion.

7.2.    If the buyer has not paid the indebted amount within the term of payment, the buyer is after expiration of this term, without any notice of default being required, in default and is, as from the date of the invoice until the date of payment, due to pay interest over the unpaid amount equally to the “promesse disconto” of the Dutch “Nederland­sche Bank” increased by a half percent.

7.3.    If the buyer has not paid the indebted amount within the agreed term, the seller furthermore has the right to collect the indebted amount, either judicial or by a collection agency, in which case the costs involved amount to at least fifteen percent over his claim on the buyer, with a mini­mum of € 250,-, to be paid by the buyer. The seller reserves the right to trust a third-party with the collection of the claim.

Article 8.        Non performance of obligations

8.1.    If the buyer does not perform in the right time and in the right way or totally his obligations, as well as in case of petition in bankrupt­cy, bankruptcy, liquidation or discontinuing of the business, distrain on goods, applied or allowed sus­pension of payment or custodial care of the buyer, the seller has the right to dissolve or to suspend, partly or entirely, the implementation of the agreement. This without any obligation of payment of damages, and without prejudice to all further rights of the seller.

8.2.    In case circumstances mentioned Article in 8.1 arise to the buyer, all claims of the seller upon the buyer shall be immediately and fully claimable, and the seller will have the right to suspend the execution of or dissolve all other agree­ments between the parties, without prejudice to the obligati­on of payment of all damages to the seller.

Article 9.        Force majeure

9.1.    Force majeure is understood to mean: circumstances beyond the direct control of the seller or reasonably not foreseeable circumstances, which prohibit the seller to fulfill his obliga­tions according to the agreement, either temporarily or permanently. These circumstances include: limiting measures of the Government, epidemics, mobilization, war, revolution, strike, confiscation, inter­ruption of producti­on, natural disaster, default of any third-party, or lack of raw material, lack of semi-manufactu­red products, lack of accessory materials and/or energy and any other circumstances beyond control of the seller, on basis of which he, if he would have been familiar with these kind of circumstances at the time of entering into the agreement, would either not have concluded the agree­ment, or not concluded it under the same conditions.

9.2.    If, by force majeure, fulfillment of the agreement cannot reasonably be expected of the seller, he has the right to dissolve the agreement without any judicial interven­tion or obligation to any payment of damages.

9.3.    Performance according to the agreement, in spite of one or more of the circumstances as mentioned in Article 9.1. does not affect the right to suspend or dissolve the agreement in other cases.

Article 10.      Return of deliveries

10.1   Products can only be returned after written consent by the seller.

10.2   Crediting of returned products will only take place if the products concer­ned are still suited for selling, this at the discretion of the seller.

Article 11.      Warranties and claims

11.1   Statements given by or on behalf of the seller concerning the quality, composition, treatment in the broadest sense, applications, quality, etc. of products, can only serve as warranties, if these have been confirmed as such, explicitly and in writing.

11.2   The buyer strictly observes instructions regarding the way of stocka­ge and treat­ment of the delivered products. The buyer checks the products and package at arrival or other­wise as soon as possible and to an extent that can be reaso­nably and/or according to normal practice demanded. He reports to the seller complaints, about damages and/or defects ultima­tely within 8 days after delivery. Damages or defects, observed any later in using or consumption of the products by the buyer or a third-party, are to be reported to the seller immediately.

11.3   Claims are considered by the seller only, if the date of maturity has not expired, the obligations to inspect and report as well as instruc­tions on stocking or treatment have been observed, and the seller is responsible for the damages or defects. The buyer is obliged to take precautions in order to reduce the damages. The buyer will follow up instructi­ons of the seller on use and treatment of the products and packages. Defects in particular parts of the delivered products do not give the buyer right to refuse all of the products delivered by the seller.

11.4.  If a claim is found well-grounded, the seller has to replace the products concer­ned, or to credit the buyer for the amo­unt of the invoice, as chosen by the seller.

Article 12.      Liability

12.1.  The seller is only liable for the damages suffered by the buyer, following default, tort or else, if the damages are directly and exclusi­vely due to gross negligence of the seller.

12.2.  In case the seller is liable for damages, this liability is limited to the invoice amount of the delivery concerned, decreased with the turnover tax paid by the seller, up to a maximum of € 5000,-.

12.3.  The seller is by no means responsible for damages resulting from exceeding of terms, or for indirect damages, including damages by lack of income or missed savings.

12.4.  The seller is only obliged to perform the obligations as stipulated in Articles 11 and 12 of these General Te­rms.

12.5.  The buyer safeguards the seller against any claim from third-parties. The buyer shall never hold liable the seller’s personnel, any third-party brought in by the seller, or staff members of this third-party.

Article 13.      Samples

Samples put at the buyer’s disposal by the seller, may not be sold or used in another way than that for which they are meant.

Article 14.     Adjustment of agreement

Change of and additions to signed agreements are only valid when these are confirmed by the seller explicitly and in writing.

Article 15.      Disputes and applicable law

15.1.  Any dispute, concerning an agreement or the implementati­on of an agree­ment between the buyer and the seller, which cannot be settled in spite of careful consultation between both parties, will be brought before court within the juris­diction of the seller’s establishment. In deviation of the above, the seller has the right to bring a dispute before the authorized judge within the jurisdiction of the buyer’s esta­blishment.

15.2   The agreements between the buyer and the seller shall be governed and construed in accordance to the laws of The Netherlands.