Conditions of Purchase LDM B.V.

1. Definitions
In the Contract and the present Terms and Conditions of Purchase, the following terms and expressions shall have the meanings ascribed to them below:
1.1 Buyer : LDM Nederland B.V.;
1.2 Supplier : the Buyer's counterpart;
1.3 Contract : the document specifying the Supplies and including any special terms and provisions which deviate from or supplement the General Terms and Conditions of LDM B.V.;
1.4 Supplies : all goods to be delivered and, if and to the extent agreed between the parties, the installation/assembly of the goods;
1.5 Delivery : the act of providing possession of the goods supplied;
1.6 Inspection : the in-process or final examination and assessment of the Supplies in terms of quality and utility as specified in the Contract
2. General
2.1 These General Terms and Conditions of Purchase ("Terms and Conditions") shall form an integral part of the Contract.
2.2 The provisions set out in the Contract shall prevail over these Terms and Conditions.
3. Amendments
3.1 Deviations from these Terms and Conditions and amendments to the Contract shall only be valid if agreed in writing between the parties. Verbal commitments shall not become effective until the Buyer has given his prior written consent.
3.2 If the deviations or amendments have no financial consequences, the Buyer's verbal consent shall suffice.
3.3 During the term of the Contract, the Buyer shall from time to time have the right, by notice in writing, to direct the Supplier to omit or otherwise vary the goods.
The Supplier shall carry out such variations and be bound as if the said variations were stated in the Contract.
3.4 If, in the Supplier's opinion, a change as referred to in Article 3.3 will affect the agreed fixed price and/or time of delivery, he shall --before carrying out the changed order-- notify the Buyer in writing as soon as practicable, but no later than 8 days after receipt of the Buyer's request. If the Buyer considers the effects on the price and/or time of delivery unreasonable, he may dissolve the Contract by giving the Supplier written notice of termination, unless this would be manifestly unreasonable. A dissolution pursuant to this Article shall not confer any right upon either party to claim damages.
4. Transfer of obligations
4.1 The Supplier may only transfer any obligations under the Contract with the Buyer's prior written consent. Such consent may be subject to conditions.
4.2 Without prejudice to the provisions of the first paragraph, if the Supplier contracts out any (part of his) obligations, he shall notify the Buyer of the security interest provided for the payment of turnover tax, wage tax and social insurance contributions statutorily imposed on employers, according to the Act on Ultimate Liability.
4.3 If any obligations are transferred to third parties, the provisions set out in these Terms and Conditions shall also apply to the relevant third parties.
5. Prices and price adjustments
5.1 The prices shall comprise all costs incurred in connection with the production and transportation of the goods, which shall be delivered duty paid (DDP) as defined in the Incoterms, latest edition. Prices shall be exclusive of turnover tax.
5.2. Unless otherwise agreed, the prices shall not be adjusted. If the Contract provides the possibility for price adjustments, such contractual provisions shall be valid only if they specify the events in which the prices may be adjusted and the price indexation per time unit.
6. Invoices and payment
6.1 The Supplier shall be entitled to submit an invoice either upon Delivery in accordance with Article 9 of these Terms and Conditions or in conformity with the payment schedule agreed between the parties.
6.2 Payment, including turnover tax, shall be made within 60 days of receipt of the invoice, provided that the Supplies have been approved. Payments shall be made in the currency agreed in the Contract.
6.3 The Buyer may postpone payment if he has found any defects in the Supplies.
6.4 The Buyer shall have a right, without further notice, to reduce the invoiced amount by any amounts which the Suppliermay owe to the Buyer.
6.5 Payment shall not imply any acknowledgement of full compliance by the Seller of all of his obligations.
7. Advance payment
7.1 If the parties have agreed on payment of an advance, the Supplier shall, prior to payment, provide security up to the amount of the advance plus 10%, in the form of an unconditional and irrevocable bank guarantee.
7.2 The bank guarantee shall be unconditional for the term of the Contract and shall be payable upon the Buyer's mere notification to the bank that the Supplier is in default.
8. Time of delivery
8.1 Times of delivery shall be of the essence. If the Supplier fails to meet the agreed time of delivery, he shall be in default by operation of law.
8.2 Without prejudice to any possible consequences set out in the Contract or prescribed by law, the Supplier shall promptly notify the Buyer in writing if he threatens to exceed the agreed time of delivery.
9. Delivery
9.1 The goods shall be delivered duty paid (DDP), as defined in the current Incoterms, at the address stated in the Contract.
9.2 The Buyer shall be entitled to postpone delivery. If the Buyer requests that the Supplier postpone delivery, the Supplier shall at its own risk separately store, secure and insure the relevant goods, properly packed and identifiable as being the Buyer's property.
10. Default
10.1 In the event that the Supplier fails to comply with any of his obligations, he shall be in default (regardless of whether such non-compliance is due to an event of force majeure) without a prior written notice of default.
10.2 Without prejudice to Buyer's right to claim damages or any other statutory rights ensuing from events of default, if the Supplier fails to perform its obligations on time, Despec shall be entitled to impose a penalty equalling 10% of the agreed amount, for each day that the event of default continues.
10.3 If the Buyer has made any advance payment, he shall be entitled to collect legal interest on the advance payments for the period of default.
10.4 The Buyer shall have the right to deduct the amount of the penalty from the amounts, which he may owe to the Supplier, regardless whether the claims concerning these amounts are passed to third parties.
11. Warranty
11.1 Subject to proof to the contrary by the Supplier, any defect established by the Buyer in the quality or properties of the Supplies or a general conclusion by the Buyer that the Supplies do not (fully) conform to the Contract shall be treated as a default on the Supplier's part.
11.2 The Supplier warrants that the Supplies conform to all relevant statutory provisions concerning quality, the environment, health and safety.
11.3 Save for system or design failures, which are not subject to any warranty period, the parties may agree on a specific warranty period. If any regard to built-in goods, the period shall commence at the time of installation by or on the instruction of the Supplier.
1 Conditions of Purchase of LDM v1.1 2011
12. Inspection
12.1 The Buyer shall at all times be entitled to inspect (or direct an inspection of) the Supplies before, during or after the date of Delivery and/or check the deliveries for a.m. damage, quantity and weight.
12.2 At the Buyer's first request, the Supplier shall grant the Buyer or his representative access to the place where the goods are produced, processed or stored. The Supplier shall closely cooperate with the Buyer in performing the inspection, without charging any additional costs. If desired, the Supplier will make available to the customer space for inspection and checking as well as assistance as reasonably may be expected.
12.3 If an inspection as referred to in Article 1.6 cannot be made at the intended time or if an inspection must be repeated, the costs incurred by the Buyer shall be paid by the Supplier.
12.4 If any Supplies are rejected, the Supplier shall ensure that the goods are repaired or replaced within 5 working days, unless the Buyer prefers a dissolution of the Contract in conformity with Article 20 of these Terms and Conditions.
12.5 If the Supplier fails to meet the obligation to repair or replace the Supplies as specified in Article 12.4, the Buyer shall be entitled to purchase the required goods from a third party or to take all necessary measures, or commission a third party to take such measures, at the Supplier's risk and expense.
12.6 If goods are rejected after delivery, the Buyer shall keep custody of the rejected goods for a period of 5 days after having notified the Supplier of the rejection. Upon expiry of this term, the Buyer shall be entitled to either return the rejected goods at the Supplier's risk and expense or destroy them.
13. Supply materials and tools
13.1 Materials and tools provided by the Buyer or purchased or manufactured by the Supplier for the purpose of facilitating the supply, including drawings, designs, calculations and other tools, shall remain the Buyer's property or, as the case may, shall belong to the Buyer as of the time of purchase or manufacture.
13.2 The Supplier shall be obliged to properly identify the materials and tools referred to in the first paragraph as the Buyers property, to keep them in good repair and seperated from property belonging to the Supplier or third parties, and to insure them at its own expense against all risks of loss during the time the materials ans tools are in the Supplier's possession.
13.3 All production materials purchased by the Supplier for purposes of performing the Contract shall be submitted for approval at the Buyer's first request, in conformity with Article 12. Article 15.4 shall equally apply.
13.4 The Supplier shall promptly place the production materials at the Buyer's disposal either when the Buyer submits a request to that effect or, at the latest, upon the final Delivery to which the production materials relate.
13.5 Modifications to or deviations from production materials which belong to and/or have been approved by the Buyer shall be permitted only after the Buyer has given his prior written consent.
13.6 An approval as referred to in paragraph 3 shall not affect the Supplier's other obligations.
13.7 Unless the Buyer has given his prior written consent, the Supplier shall neither himself nor through others use the production materials for or in connection with any purpose other than making Supplies to the Buyer.
14. Packing, replaced and returned materials
14.1 All packing, replaced and returned materials ("Materials") shall remain or become the Supplier's property.
14.2 The Supplier shall remove or destroy the Materials at his own risk and expense.
14.3 If so requested by the Supplier, the Buyer shall remove or destroy the Materials at the Supplier's risk and expense.
14.4 The Buyer shall at all times have a right to return the Materials to the Supplier at the Supplier's risk and expense.
15. Passage of title and risk of loss
15.1 Title to the goods shall pass to the Buyer at the time of their Delivery, without conferring any right on the Supplier as of that time to retain title or to reclaim the goods.
15.2 If any goods are provided to the Supplier By or on the instuction of the Buyer for the purpose of facilitating the supply, these goods shall remain the property of the Buyer. The Supplier shall properly identify these goods as belonging to the Supplier or third parties, and insure them at its own expense.
15.3 Title to goods, or parts therof, into which goods owned by the Buyer are incorporated shall pass to the Buyer at the time of their incorporation or assembly. Article 15.2 shall apply equaly.
15.4 The risk of loss of Supplies shall pass to the Buyer at the time of the Buyer's approval in conformity with Article 12 of these Terms and Conditions.
15.5 If any defects are found and the Supplies are consequently rejected in full, title of the goods shall revert to the Supplier upon his receipt of the relevant notification by the Buyer.
If the Supplier fails to remove the goods from the Buyer's premises within 5 working days of receipt of the notification, the Buyer shall return the goods at the Supplier's expense.
16. Intellectual and industrial property rights
16.1 The Supplier warrants that the Buyer shall receive the unencumbered and undisturbed use of the Supplies. He shall hold the Buyer harmless from the financial consequences of any and all third-party claims filed on the grounds of an infringement of their intellectual or industrial property rights.
16.2 The Supplier shall be entitled to use any information furnished by the Buyer, but only to the extent that such use is connected with the placement and performance of the order. The information shall remain the Buyer's property.
17. Documentation
17.1 The Supplier shall be obliged to provide the Buyer with all documentation relating to the Supplies, either before or along with the Delivery.
17.2 The Buyer shall be free to use the documentation, albeit that he may only make reproductions for private use.
18. Confidentiality and prohibition against disclosures
Subject to a penalty of NLG 25 thousand per violation, the Supplier shall treat the existence, nature and provisions of the Contract and the order, as well as any business information of the Buyer (such as management information, dispensing and specifications) as strictly confidential. The Supplier shall include this provision in any agreement he concludes in connection with the obligations arising from the Contract.
19. Liability
19.1 The Supplier shall be liable for any and all damage that may arise in connection with the performance of his obligations under the Contract. The Buyer shall be entitled to demand insurance to cover the risks involved. The Supplier shall be under an obligation to permit the Buyer to inspect the insurance policy at the latter's first request.
19.2 The Supplier shall hold the Buyer harmless against the financial consequences of any and all third-party claims filed in connection with the performance of obligations arising from the Contract.
19.3 The provisions set out in Articles 19.1 and 19.2 shall apply equally if the goods to be supplied are resold to third parties.
20. Termination of the Contract
20.1 The Buyer shall be entitled to dissolve the Contract without further notice and without court intervention if the Supplier fails to meet any of his obligations or if performance of the order is jeopardized by events that are attributable to the Supplier, including any application for a suspension of payments (moratorium) or bankruptcy.
20.2 In the event of the Contract's dissolution as referred to in the first paragraph, the Buyer shall be entitled to compensation for all economic and non-economic damage and interest. The non-economic damages shall be no less than 25% of the amount paid for the Supplies, inclusive of turnover tax. Interest shall be defined for this purpose as legal interest.
21. Demands
Any amounts which the Buyer may claim on the grounds of damages and interest shall be due and payable on demand.
22. Transfer of rights to third parties
If the Supplies are transferred to third parties, all of the Buyer's rights ensuing from the Contract, including the right to claim damages under Article 18, shall pass to such third parties.
23. Law, safety and the environment
23.1 The Supplier, his employees and any third parties engaged by the Supplier shall comply with all safety, health and environmental regulations prescribed by the laws of the Netherlands.
In addition, all company rules and regulations adopted by the Buyer in the field of safety, health and the environment shall be duly observed.
23.2 The Supplier warrants that the Supplies meet all of the statutory requirements.
24. Disputes
24.1 In the event of any disputes between the parties, the parties shall first confer and attempt to reach an out-of-court settlement.
24.2 If no such settlement can be reached, the dispute shall be submitted to the competent court in the District of 's Hertogenbosch (The Netherlands).
24.3 A dispute shall be deemed to exist whenever one of the parties asserts a dispute.
25. Applicable Law
25.1 The Contract, of which these Terms and Conditions form an integral part, shall be governed by Dutch Law. If the Supplier is established abroad, any international treaties that may be in force shall not apply.
25.2 The verbal or written stipulations customarily invoked in the industry shall only apply to the extent that such terms have been agreed in writing between the parties.
26. General
These supplementary conditions shall apply to all Contracts relating to the performance of work and contracting for the benefit of the Buyer.
27. Knowledge of the site
27.1 Prior to the execution of the Contract, the Supplier shall familiarize himself with the condition of the Buyer's site and buildings where the Supplier must perform his work or which may affect performance of the Contract.
27.2 Any costs arising from delays in performance and caused by the condition of the site and buildings referred to in Article 27.1 shall be paid by the Supplier.
28. Personnel, equipment and materials
28.1 Any personnel engaged by the Supplier for the performance of the Contract shall comply with all special standards set by the Buyer or, in the absence of such special standards, with general standards of good workmanship and expertise.
28.2 If the Buyer is of the opinion that any of the Supplier's personnel are underqualified, he shall be empowered to order the removal of the relevant person. The Supplier shall then be obliged to promptly provide substitute personnel with due observance of the provisions set out in Article 28.1.
28.3 The Supplier shall arrange for all material and equipment, including tools, which are to be used for performing the Contract.
28.4 The Buyer may inspect the material and equipment referred to in Article 28.3. If the Buyer fully or partly rejects the material or equipment, the Supplier shall promptly replace them.
29. Safety regulations
The Supplier shall observe and conform Buyer's "Works Rules and Safety Regulations".

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