General Terms and Conditions of Global Valve Center B.V.

General terms and conditions of Global Valve Center B.V., filed at the registry of the District Court of Rotterdam under number 33/2015 in Dutch and English on May 19th, 2015

Article 1 Definitions

The following definitions are applied in these general terms and conditions:
1.1 Global: Global Valve Center B.V., listed in the Commercial Register of the Chamber of Commerce in Rotterdam under number 24431011.
1.2 Buyer: the person or legal person who enters into an agreement for the purpose of the purchase of goods from Global;
1.3 Seller: the person or legal person who enters into an agreement for the purpose of the sale of goods to Global.

Article 2 Applicability

2.1 Only these general terms and conditions apply to all agreements with Global. Other general terms and conditions are never applicable, unless otherwise expressly agreed in writing.
2.2 In the event of differences in interpretation of these general terms and conditions in different languages, the interpretation of the Dutch text will prevail.

Article 3 Agreements

3.1 The quotes submitted by Global are without any obligation and are valid for the duration of 30 calendar days, unless expressly stated otherwise. Global cannot be bound to a quote that contains an obvious clerical error or mistake, the presence of which the Buyer/Seller should have reasonably understood as such.
3.2 Quotes, calculations, drawings and all documents connected therewith submitted by Global as well as goods expressly fall under Global’s copyright. These may not be shown to third parties in any way whatsoever, except with Global’s express written consent.
3.3 The agreement between Global and the Buyer/Seller becomes effective upon signing and upon written confirmation of the receipt thereof by Global. An agreement between Global and the Buyer can also become effective upon express acceptance of the offer by the Buyer.
3.4 Except with Global’s prior written consent to outsourcing, subcontracting or purchase from third parties by the Seller, the Seller is obliged to perform the agreement with Global itself. The Seller remains responsible for the input of third parties engaged in the execution of the agreement as if it were its own performance.

Article 4 Delivery

4.1 Barring other written agreements delivery by Global will be performed Ex Works at the business address of Global in the Netherlands. Global delivers the goods by making them available to the Buyer in Global’s business premises. Global provides for suitable and adequate packaging of the goods.
4.2. The moment of delivery is when Global makes it known to the Buyer that the goods can be picked up by the Buyer or by a third party appointed by the Buyer. After delivery as described in this article the entire risk in the goods are passed on to the Buyer.
4.3. Upon delivery the Buyer examines the goods with a care customary in the particular circumstances. Possible visible defects must be disclosed to Global no later than 24 hours after delivery.
4.4 Delay in the day or time of delivery cannot lead to reimbursement of possible damage by Global to the Buyer.
4.5 At the express written request of the Buyer Global may temporarily store the goods for the Buyer. The associated costs will be borne by the Buyer. As of the moment of storage the goods are at the risk and expense of the Buyer.
4.6 Goods can only be returned after Global’s written approval of this. After Global’s written approval, the Buyer may return undamaged packaging materials in good condition to Global.
4.7 Barring other written agreements the Seller delivers the goods through DPP at the business address of Global in the Netherlands.
4.8 The time-limits that apply to the Seller are always final deadlines; if a time-limit is exceeded the Seller is in default by operation of law. The Seller is not entitled to suspend the performance of his duties. The Seller is liable for all damage suffered by Global as a result of a delay in delivery of the goods by the Seller.
4.9 The Seller is obliged to package and transport the goods according to Global’s instructions and specifications. Any packaging must comply with the statutory provisions. Furthermore the Seller must closely follow Global’s instructions about conserving, certifying, branding, sending and delivering of transport documents. If the Seller does not observe these instructions, Global is entitled to refuse the goods.

Article 5 Transfer of Ownership

5.1 The ownership of goods will not be transferred to the Buyer until full payment of the purchase price and full performance of all other obligations by the Buyer.
5.2 During the period in which the ownership of goods vests in Global, the Buyer keeps the goods for Global and ensures that the goods are properly insured against damage. If the Buyer does not and/or not fully and/or on time pay the purchase price due, Global is entitled to seize the goods again without prior notice thereof. The Buyer agrees beforehand that Global, or third parties appointed by Global, may enter the necessary locations for that purpose.
5.3 The Seller has no right to retention of title. Global is the owner of the goods from the moment these are delivered to Global.

Article 6 Price

6.1 The price of the goods is partly based on exchange rates, excise duties and taxes. If the applicable exchange rates, excise duties and taxes are adjusted after the date on which the agreement is concluded, but before the agreed day of delivery, Global is entitled to unilaterally change the price accordingly.
6.2 If the prices for energy, raw materials and/or other materials necessary for the manufacture of the goods ordered by the Buyer, increase before the agreed day of delivery, Global is entitled to increase the price of the ordered goods accordingly.
6.3 In reference to the afore-mentioned or similar price changes, the Seller will never be entitled to change the prices agreed with Global.

Article 7 Payment

7.1 The purchase price due from the Buyer must be paid within 30 days after the invoice date. Objections to the invoiced amount do not suspend any payment to obligation. The Buyer is not authorised to set off and/or suspend any payment to Global.
7.2 Objections to invoices from Global must be submitted in writing within eight days after delivery of the goods, failing which the invoices will be considered correct.
7.3 When the Buyer does not pay or does not pay in full within the period laid down in Article 7.1, the Buyer is in default by operation of law. In that case the Buyer owes interest of 3% of the total invoiced amount per month or part of a month that the Buyer remains in default of full payment. Furthermore, in the case of no or part payment the Buyer is obliged to reimburse the extrajudicial costs incurred by Global, with a minimum of 15% of the outstanding payment, including the Buyer’s interest due. If legal proceedings are necessary to receive payment from the Buyer, the Buyer is obliged to reimburse the actual legal costs incurred by the Seller to Global.
7.4 On Global’s firs demand the Buyer/Seller is obliged to properly provide adequate financial security for payment of any amount that the Buyer/Seller owes and/or will owe to Global.
7.5 Payments by the Buyer are firstly deducted from the costs, then they are deducted from the interest already accrued and lastly they are deducted from the principal sum and the accruing interest.
7.6 Global is only obliged to pay the purchase price, after the Seller has complied with all the obligations to which it is subject, including the repair of goods. Global is entitled to offset any debt it owes to the Seller, where in this respect, for the Seller, it is considered equal to an affiliated partnership or business.
7.7 Except for its statutory suspension rights, Global is authorised to suspend any payment to the Seller, as long as it and/or an affiliated partnership or business as referred to in Article 7 (6), does not comply with any obligation to Global.
7.8 If the Buyer has failed to comply with any obligation to Global and/or Global has good reasons to suspect that the Buyer will not or not promptly comply with any obligation towards Global, then Global is entitled to completely suspend all its
obligations to the Buyer, until at a later date the Buyer does comply with its obligations or the Buyer provides adequate financial security as is referred to in Article 7 (4). In this paragraph the Buyer includes an affiliated partnership or business.

Article 8 Guarantee and Liability

8.1 Global is liable to the Buyer during twelve calendar months after delivery for technically faulty goods, unless the fault is the result of an act of negligence by the Buyer and/or the Buyer has acted in breach of the user manual provided with the goods and/or the Buyer has had third parties repair the goods and/or the Buyer has used the goods for purposes other than for which they are intended.
8.2 The liability as referred to in article 8 (1) is limited to the obligation to repair the goods and when this is not possible, to deliver a replacement good or a part of it free of charge. Global is not in any way liable for possible damage or consequential damage on the part of the Buyer. It is solely up to Global to recover goods or replace the goods partly or completely.
8.3 If Global must carry out repairs as a result of an act of negligence by the Buyer or use by the Buyer in breach of the user manual for the goods, or repairs to the goods that the Buyer has had carried out without Global’s permission, Global is entitled to pass on the travel and accommodation costs made by its employees to the Buyer and also the costs or user costs made for the of repairs for the transport and testing of goods.
8.4 The Seller guarantees the soundness of its delivered goods. This guarantee comprises, at least, that the goods are suitable for the purpose for which they are ordered, that the goods are new, that they are of good quality and free of faults in the design, processing, manufacture, construction and dimensions, and that they are also free of defects in the used parts and/or materials, that the goods have been manufactured in accordance with the most up to date technical methods, that the goods are in complete accordance with the specifications and other provisions of the agreement and that the goods are or have been manufactured in accordance with the applicable legislation and regulations.

Article 9 End of the Agreement

9.1 Global is at all times entitled to terminate the agreement in whole or in part after a written notification thereof to the Buyer/Seller. Then, Global is exclusively obliged to pay to the Buyer/Seller the direct costs incurred by the Buyer/Seller prior to the termination of the agreement.
9.2 Global has a right to terminate the agreement in writing without prior notice of default or judicial intervention if the Buyer/Seller does not or not fully comply with the obligations arising from the agreement. Global is not liable for possible damage occurring as a result of this on the side of the Buyer/Seller. The Buyer/Seller is liable for damage suffered by Global as a result of the termination of the agreement, including but not confined to loss of profits and costs of the default notice or notices.
9.3 Furthermore, Global has a right to terminate the agreement in writing without prior notice of default or judicial intervention if the Buyer/Seller is placed under guardianship or put into administration; if the insolvency of the Buyer/Seller is requested or if the Buyer/Seller requests suspension of payments itself or its own insolvency; if the Buyer/Seller offers an extrajudicial debt settlement, the Buyer/Seller transfers his company to a third party or stops conducting his business in another way; or if the attachments against the Buyer/Seller are of such a nature that the continuity of the business activities of the Buyer/Seller is reasonably at risk.
9.4 The Seller has no right to terminate the agreement with Global or have the agreement with Global terminated and/or nullified, as far as is legally permitted.

Article 10 Provisions in the event of Force Majeure Situations

10.1 Global is not bound to comply with any obligation to the Buyer/Seller if Global is obstructed from doing so as a result of a circumstance that cannot be attributed to Global or be at its expense, according either to the agreement or to the generally accepted standards.
10.2 Force majeure in these conditions includes all external causes, regardless of whether they are deemed foreseeable, on which Global cannot exert any influence, but as a result of which Global is incapable of complying with its obligations. Work interruptions at the company of Global are included in the foregoing.

Article 11 Disputes and Applicable Law

11.1 All disputes relating to an agreement between Global and the Buyer/Seller will be brought before the Rotterdam District Court (the Netherlands) of first instance. In addition to the aforesaid, Global is entitled to bring any dispute before any court which, other than on the basis of the previously mentioned forum selection, according to Dutch law, is competent to hear disputes between the parties.
11.2 All agreements, the formation and/or interpretation thereof, and the obligations in any way related thereto are exclusively governed by Dutch law. The application of Title 9A of Book 7 of the Dutch Civil Code as well as treaties is explicitly excluded.