Terms and conditions

1. General

1. In terms of sales of Sensor and Safety Shop. – Hereinafter referred to as Sensor and Safety Shop – the following definitions
shall apply:

“Client” means any natural or legal person, who orders Sensor and Safety Shop products and services or to whom Sensor and Safety Shop offers relevant products and services.

“Products” means any goods and / or services that are the subject of an agreement and any results of services provided by Sensor and Safety Shop, including but not limited to acceptance of work, delivery of goods, advice etc.

“Contract” any obligation by Sensor and Safety Shop regarding the supply of products.

2. These conditions apply to all offers of Sensor and Safety Shop, all orders by

Sensor and Safety Shop and to all agreements concluded with Sensor and Safety Shop on all work performed, unless expressly agreed otherwise in writing. Any reference to its own terms or conditions of third parties that the apparent purpose or may by the client no matter the stage of development or implementation of agreements with Sensor and Safety Shop is emphatically rejected. In the case of a conflict with written purchase, procurement, or other conditions of the customer, these general conditions of Sensor and Safety Shop prevail, except if and insofar as conditions of the client, as aforementioned, by Sensor and Safety Shop confirmed in writing.

3. Client hereby accepts the applicability of these terms with respect to all future agreements to be concluded between the client and Sensor and Safety Shop including all products or services by Sensor and Safety Shop.

2. Offers, conclusion of agreements

1. All offers are without engagement and subject to change, unless expressly agreed otherwise stated by Sensor and Safety Shop.

2. A contract is only concluded if and when Sensor and Safety Shop accepts an assignment in writing or when by Sensor and Safety Shop the implementation is begun. Sensor and Safety Shop reserves the right to only accept order above a certain minimum amount.

3. The client must report any changes in the execution of a granted order swiftly and in writing to Sensor and Safety Shop. Sensor and Safety Shop is entitled to add additional cost for changes in the execution of the contract to the account of the client.

4. Subject to the provisions of this article, all Sensor and Safety Shop advice, calculations, notifications and statements regarding capacities, results and / or anticipated performance by Sensor and Safety Shop are binding only if and to the extent that such data are included in the written confirmation of Sensor and Safety Shop, or are part of any client separately concluded between Sensor and Safety Shop and further written agreement expressly deviating from these terms and conditions.

3. Delivery

1. Delivery takes place Ex warehouse, unless otherwise agreed.

2. In all other cases, the goods travel at the risk of the client.

4. Delivery time

1. Except in cases otherwise expressly agreed by Sensor and Safety Shop specified or agreed (on) delivery time without obligation and are only an indication. Expirations of this do not conclude into legally default. Sensor and Safety Shop tries as much as possible to deliver within the time specified or agreed (on). Except for intent or gross negligence, exceeding the delivery time

client has no right to claim damages, to the refusal of the product, not to fulfill or suspension by it of any of the contract obligation arising, whether in whole or partial termination of the agreement

2. Only when delivery exceeds expressly agreed in writing delivery times by Sensor and Safety Shop will give the client the right to claim damages which are fixed in advance and where this has been expressly agreed in writing. Such compensation shall not exceed the agreed price for the delayed work.

3. The client is entitled to cancel the Agreement for the unexecuted portion, if the work is not performed within a by client after the aforementioned late writing been promised reasonable period of at least 14 days is executed. In case of such termination does client permanently waive any claim for damages the liquidated damages including in Article 3.2 mentioned terms and conditions.

4. The by client agreed delivery time shall be extended by the time the performance is delayed by force majeure, regardless of whether the force majeure circumstances, take place before or after the execution should have been completed. The delivery time is also extended by the time that the client is later with any payment or performance of any other obligation than agreed or what by Sensor and Safety Shop could reasonably be expected, regardless of whether the client is in default without further notice.

5. Pricing

1. The prices quoted by Sensor and Safety Shop are based on the on time of the offer valid exchange rates, tariffs and other price determining factors. If, after the date of conclusion of the Agreement in accordance with Article 2, one or more of the price determining factors change, before the order has been executed, Sensor and Safety Shop reserves the right to modify its prices accordingly. These changes can include: increasing freight, import and export duties and other taxes, increase in prices of raw materials and energy, exchange rates, including the transition to the Euro. Exchange differences on the day of delivery of 3% or less relative to the currency exchange on the date of the offer are not settled. For larger differences are total off occurs by Sensor and Safety Shop.

2. All prices exclude taxes, freight, handling costs, charges or surcharges of (semi-) government, including but not limited to VAT, environmental taxes, charges related to the reproduction / disclosure of copyright protected works, as well as any copper or other metal surcharges.

6. Ownershop and retention

1. As security for payment of the amount due, the ownership of Sensor and Safety Shop products delivered transfers to the client, if and when the client settles the amount due to Sensor and Safety Shop in connection with the underlying agreement including any interest and costs and, where the law allows, in connection with other agreements with Sensor and Safety Shop.

2. Sensor and Safety Shop is entitled to retain business that Sensor and Safety Shop on any account whatsoever of the client has or will get, until the amount due by client is received to satisfaction of, or until the customer has provided sufficient security therefor. This lien is also applicable in case the client is granted a moratorium or when the client is in a state of bankruptcy.

7. Ownership of client

1. Concerning the storage, the use and handling and processing of matters provided by the client. Sensor and Safety Shop shall use the same care as to its own assets.

2. The risk for the client to Sensor and Safety Shop items made available at all times, however, rests with the client.

8. Intellectual property

1. The client guarantees that implementation of Sensor and Safety Shop instructions given by him do not conflict with third parties’ intellectual property rights.

2. The copyright and any other intellectual rights by Sensor and Safety Shop designed or realized sketches, drawings, photographs, models etc. Sensor and Safety Shop remains at rest, unless expressly agreed otherwise in writing.

9. Invoicing, payment

1. Sensor and Safety Shop is entitled to any partial delivery, which also includes the delivery of components of a composite order, to be billed separately. Sensor and Safety Shop is also entitled to jobs that require a long processing time to invoice in installments, provided that in such case Sensor and Safety Shop discusses with the client in advance about the terms and maturities.

2. All payments must be made in the currency specified by Sensor and Safety Shop, at the offices of Sensor and Safety Shop or a bank account designated to Sensor and Safety Shop. Payments must be made within the time listed on the invoice, or within 30 days after the invoice date, unless otherwise agreed in writing. Sensor and Safety Shop is and remains at all times entitled to require a payment of its deliverables prior to delivery in order to secure the completion of an order in case if such security is not or cannot be given.

3. If the amount owed by the client is not according to the foregoing, the client shall be in default. Once the client is in default, the amount owed by the client is subjected to an interest of 1% of the invoice amount for each month or part of a month, which the due date is exceeded, without prejudice to Sensor and Safety Shop other rights, including the right to the purchaser all the recovery related costs, both judicial and

extrajudicial collection costs, including also the cost of the Sensor and Safety Shop with respect to the recovery charge of third parties, such as lawyers and attorneys, bailiffs and / or debt collection agencies, to stories.

4. The client is not entitled to any deduction, or settlement with any alleged receivables on Sensor and Safety Shop. If the client still claims performances of Sensor and Safety Shop regarding the contract, over the delivery or performance of the contract, in whatever form, this will not relieve the client of the obligation to pay the agreed time and in the agreed manner and is not entitled to suspend its payment.

5. In case of default, the client is obliged extrajudicial collection costs. These are considered at least 15% of the outstanding amount amounts.

10. Force majeure

1. Sensor and Safety Shop will notify the client as soon as possible of a force majeure situation.

2. Force majeure is understood to mean: any of the intention of Sensor and Safety Shop independent circumstance, thus fulfilling obligations to buyer in whole or in part, temporarily or not, prevented or prevents the fulfilment of obligations not reasonably from Sensor and Safety Shop may be required, regardless or circumstance at the time of conclusion of the agreement was such as, but not limited to, governmental action, fire, accidents, labor unrest, seizure, defects and malfunctions on / in machines, installations and / or (embedded) software (electronic) data and the full or partial default of suppliers.

3. Performance in one or more cases during conditions as specified in the preceding paragraph, shall not affect the right to, in other cases the right to suspend or terminate the agreement.

11. Termination

1. In case of default, receivership, the under administration of any asset, applying for suspension of payments, bankruptcy, cessation of business or death of the client and, if the customer is a legal person, including in the event of dissolution or liquidation of the entity or change of control of the company driven by such person, is entitled to Sensor and Safety Shop execution of the agreement with the client to suspend or to terminate the contract without prior notice by a written statement fully or partially dissolve and properties of Sensor and Safety Shop to withdraw, without prejudice to the right to compensation.

2. If an event occurs as described in the previous paragraph, all claims of Sensor and Safety Shop on the client are immediately and payable in full.

3. If compliance by Sensor and Safety Shop of one or more of its obligations in relation to force majeure cannot reasonably be expected of Sensor and Safety Shop, Sensor and Safety Shop has the right to cancel the contract without judicial intervention by registered letter in whole or in part or to suspend the execution thereof wholly or partially suspend, without any compensation being due.

4. Client is authorized to rescind only in the cases provided for in Article 4 of these conditions and then only after payment of all payable performances of Sensor and Safety Shop at that time.

12. Warranty

1. Upon delivery all liability of Sensor and Safety Shop ends, unless Sensor and Safety Shop is liable under this article and under mandatory law.

2. Complaints on directly observable defects should be submitted in writing to Sensor and Safety Shop within 14 days after delivery of

the product. If the complaint is justified by Sensor and Safety Shop, Sensor and Safety Shop will take all reasonable efforts to resolve the defect. The obligation of Sensor and Safety Shop thereby never exceeds any obligation which transcends the product.

3. For other possible defects Sensor and Safety Shop is only responsible when the buyer proves that these are caused by either a defective construction, have a poor finish or the use of unsuitable materials in the manufacture of the goods. If in such case the buyer complains within a reasonable time Sensor and Safety Shop will take all reasonable efforts to communicate the desire to resolve the defects. The obligation of Sensor and Safety Shop thereby never exceeds any obligation which transcends the product.

4. If the product consists of goods part manufactured by third parties, the warranty Sensor and Safety Shop does not go beyond that which the suppliers of Sensor and Safety Shop is guaranteed.

5. The client has no right to warranty if Sensor and Safety Shop supplies in accordance with the confirmed or quoted materials used. If the client has used the goods for a purpose other than for which they clearly intended, either (otherwise) has carelessly handled and if there is normal wear and tear the is no right to warranty.

6. After the expiration of one (1) year after delivery of the products, the client can no longer make a claim. Sensor and Safety Shop has got from that moment no liability or obligation.

13. Indemnification

1. Compliance with the above commitment is the only obligation of Sensor and Safety Shop to the client in the event of defective performance, non-performance, hidden defects, mistake or tort. For example and in particular is excluded any other

claim of the client for direct or indirect damages howsoever caused even by his own fault or negligence of staff Sensor and Safety Shop – with the exception of intent, conditional intent or deliberate adjacent recklessness or gross negligence of the part of the directors of Sensor and Safety Shop personally – and any claim by the client for annulment or rescission of the contract. The client will not Sensor and Safety Shop responsible and Sensor and Safety Shop will not accept claims by third parties for acts or omissions of Sensor and Safety Shop or its personnel in connection with the execution of the agreement and / or because of faulty (on) delivery, except in cases of intent or gross negligence.

2. The provisions of this article is stipulated for the benefit of employees of Sensor and Safety Shop and others, which take part during assembly and / or manufacturing of goods and / or in the execution of an agreement.