Filed at KvK Arnhem on 02-12-2013 under number 06079941.

Article 1 - General
1.1 Estillon is the user of these general terms and conditions and shall be referred to as “Estillon”.
1.2 “Purchaser” shall mean any natural person or legal entity to whom Estillon addresses offers, the party that places an Order with Estillon, or with whom Estillon is in any legal relationship.
1.3 “Agreement” shall mean the (purchase) agreement concluded between Estillon and the Purchaser.
1.4 “Order” shall mean an instruction placed with Estillon by a Purchaser.
1.5 “Products” shall mean all goods that are produced for a Purchaser or delivered to the Purchaser on the basis of an Agreement.

Article 2 - Applicability
2.1 These general terms and conditions apply to and form an integral part of all our offers (including annexes), the agreements with Estillon and other legal relationships with Estillon.
2.2 Any general terms and conditions of a Purchaser are expressly rejected by Estillon.
2.3 Any deviations from and additions to these general terms and conditions shall only be binding on Estillon if agreed in writing.

Article 3 - Quotations
All our quotations (including annexes) are without obligation.

Article 4 - Changes to Products
4.1 Images, drawings, statements of colours, designs, dimensions and the like are indicative only and are not legally binding, unless otherwise agreed in writing.
4.2 The stated dimensions, weights, technical data, statements of contents and the images shown therein are indicative only and are not legally binding, unless otherwise agreed in writing.
4.3 Estillon shall be entitled to make reasonable changes to the Agreement. Only if, as a result of such change, the Products materially deviate from the agreed Products shall the Purchaser be entitled to terminate the Agreement within 14 days after the deviation has been notified to the Purchaser.
4.4 Estillon shall be obliged, without prior notice to the Purchaser, to deliver Products that comply with (technical) specification standards or norms laid down by government institutions. If the Products are delivered abroad, the Purchaser shall be responsible for informing Estillon, prior to the conclusion of the Agreement, of the technical requirements imposed in that respect pursuant to the statutory provisions of the country concerned.

Article 5 - Prices
5.1 Estillon applies net prices excluding VAT and any other government charges applicable to the Agreement, unless otherwise agreed in writing, and such prices shall be those applicable on the date the Agreement is concluded.
5.2 If, after the date of the offer, changes occur in prices due to increases in the prices of auxiliary materials and raw materials, wages/social security charges, taxes, transport costs and/or insurance premiums, Estillon shall be entitled to adjust its prices.
5.3 If, as a result of an amended Order or a default by the Purchaser, delay costs or other costs arise, Estillon shall be entitled to adjust the price.
5.4 Costs of transport and/or storage of Products made available for the Purchaser may be charged separately to the Purchaser.
5.5 Costs of assembly, service and/or installation and/or commissioning may be charged to the Purchaser.

Article 6 - Delivery
6.1 The delivery periods stated by Estillon are indicative only and shall never be of the essence, unless otherwise agreed in writing.
6.2 Unless otherwise agreed, delivery shall be made carriage paid to the delivery address in the Netherlands, at times determined by Estillon.
6.3 Estillon shall be permitted to deliver the Products in instalments. This shall not apply if a partial delivery has no independent value. If the Products are delivered in instalments, Estillon shall be entitled to invoice each instalment separately.
6.4 The delivery period shall commence once Estillon is in a position to complete all formalities necessary for the performance of the work.
6.5 If payment by instalments has been agreed and the first instalment falls due on the commencement date of the Agreement, the delivery period shall not commence until receipt of the first instalment.
6.6 If the Purchaser refuses delivery of the Products or is negligent in providing information necessary for delivery, the Products shall be stored at the Purchaser’s risk. In that case, the Purchaser shall be liable for all additional costs.
6.7 The risk in the Products shall pass to the Purchaser at the time of delivery, even if title to the goods has not yet passed.
6.8 Estillon shall not be liable for damage caused by exceeding delivery periods, unless there is intent or gross negligence.
6.9 Any extension of the delivery period at the Purchaser’s request may only be granted following Estillon’s written approval. Any costs arising therefrom shall be borne by the Purchaser.

Article 7 - Retention of Title
7.1 The Products delivered by Estillon shall remain the property of Estillon until the Purchaser has fulfilled all obligations under the Agreement, including claims arising from any failure to perform the Agreement.
7.2 The Products delivered by Estillon shall, for as long as payment has not yet been made, be stored separately by the Purchaser.
7.3 If the Purchaser has already used or installed the Products delivered to it, it shall, for as long as payment has not yet been made, upon Estillon’s first request, redeliver or dismantle the Products and return them to Estillon. Such costs and damage shall be borne by the Purchaser.
7.4 The Products subject to the retention of title may only be resold by the Purchaser in the ordinary course of business. The Purchaser shall not be entitled to pledge the Products or create any right in rem or other limited right over them.

Article 8 - Payment
8.1 Unless otherwise agreed in writing, full payment shall be made without any right to discount and/or set-off or suspension.
8.2 Payment shall be made within 30 days of the invoice date, and this shall be a strict deadline.
8.3 If payment is not made within the period referred to in paragraph 2, the Purchaser shall owe the statutory commercial interest from the invoice due date for each month or part of a month.
8.4 Payment shall be made in euros, unless otherwise agreed in writing.
8.5 Payments made by the Purchaser shall first be applied towards all costs and interest due and subsequently towards the oldest due and payable invoices, even if the Purchaser states that the payment relates to a later invoice.
8.6 If payment is not made within the period referred to in paragraph 2, Estillon shall be entitled to recover all costs, and extrajudicial collection costs shall be due in accordance with the BIK scale.

Article 9 - Liability
9.1 In the event that Estillon is liable, Estillon shall never be liable for more than direct loss up to the amount covered under Estillon’s insurance, plus the applicable excess. In no event shall liability exceed the invoice value of the Agreement. Liability for consequential loss is excluded unless there is intent or gross negligence.
9.2 Estillon shall not be liable for loss suffered by the Purchaser as a result of defects in the Products delivered by Estillon, unless there is intent or gross negligence or the loss results from mandatory Product Liability law. In that case, Estillon shall only be liable for direct loss, insofar as such loss is insured.
9.3 With respect to Product Liability, Estillon shall never be liable vis-à-vis the Purchaser for loss suffered by the Purchaser as a result of claims by third parties, including its own employees, arising from loss caused by third-party products supplied by Estillon in the course of its business.
9.4 For Products or in the event of Product Liability, Estillon shall only be liable if loss has arisen at the Purchaser and/or third parties through use of the Products in a normal manner and in accordance with Estillon’s instructions.
9.5 The Purchaser shall be obliged to forward any third-party liability claims to Estillon without delay and to refrain from making any undertaking regarding compensation.
9.6 The Purchaser shall indemnify and hold Estillon harmless against all costs and loss incurred by Estillon as a result of a claim being brought for which Estillon is not liable, including but not limited to the full legal costs.
9.7 The Purchaser shall be obliged to insure the above-mentioned Products against the risks of theft, fire, storm and water damage, and to ensure that the relevant insurance policy provides that the cover also extends to third-party products.
9.8 Any insurance proceeds in respect of damage and loss shall replace the relevant Products. The Purchaser shall be obliged to handle claims against an insurer properly and to receive insurance proceeds on behalf of Estillon and, upon first request, to pay such proceeds in full to Estillon.

Article 10 - Defects; Complaints Period
10.1 The Purchaser shall inspect, or procure the inspection of, the Products immediately after delivery, as soon as possible and in any event within 3 days. In doing so, the Purchaser shall verify whether the Products conform to the Agreement.
10.2 If a defect is identified, the Purchaser shall notify Estillon thereof no later than within 30 days after delivery of the relevant Products.
10.3 Hidden defects must be notified by the Purchaser to Estillon in writing within 30 days of discovery, but in any event no later than within 90 days after delivery.

Article 11 - Force Majeure
11.1 Force majeure shall mean circumstances which Estillon did not have to take into account when entering into the Agreement and which prevent normal performance of the Agreement, including but not limited to illness, war (or threat of war), civil commotion, sabotage, power failure, acts of God (flood, earthquake, epidemic or pandemic), fire, occupation of business premises, strike, lockout, government measures and transport problems.
11.2 Force majeure shall furthermore include the circumstance that suppliers on whom we depend for the performance of the Agreement fail to perform their contractual obligations towards Estillon, unless this is attributable to Estillon.
11.3 In the event of force majeure, Estillon shall have the right to amend the delivery period or, if performance has become impossible or unreasonably onerous, to terminate the Agreement without being liable for any compensation.
11.4 If the force majeure situation lasts longer than three months, the Purchaser shall be entitled to terminate the Agreement.
11.5 If subsequent delivery leads to increased costs, such costs shall be borne by the Purchaser.
11.6 Following termination of the Agreement, Estillon shall be entitled to reimbursement of the costs incurred by it insofar as the other party has benefited from the work performed.

Article 12 - Termination
12.1 If the Purchaser fails to perform the Agreement, and in the event of bankruptcy, suspension of payments, liquidation of the Purchaser’s business, the offering of a private debt restructuring composition or WHOA, the Purchaser shall be in default by operation of law and Estillon shall have the right, without any notice of default and without judicial intervention, to terminate the Agreement, without being liable for any compensation or warranty, but without prejudice to Estillon’s other rights. In such cases, every claim shall become immediately and fully due and payable.
12.2 During the performance of the Agreement, Estillon shall be entitled to request security for the performance of the obligations. Refusal by the Purchaser to provide the requested security shall entitle Estillon to terminate the Agreement without judicial intervention.
12.3 The Purchaser undertakes, upon first request, to provide full insight into its creditworthiness on the basis of documents prepared by a (registered) accountant, failing which Estillon shall have the right to terminate the Agreement without judicial intervention.

Article 13 - Intellectual Property and Confidentiality
13.1 Unless otherwise agreed in writing, Estillon shall retain all intellectual property rights in all our designs, drawings, documents, data carriers or other information, quotations, images, sketches and models.
13.2 The Purchaser undertakes to maintain confidentiality in respect of information made available by Estillon. Confidential information shall in any event include the items to which this article relates and our business information.
13.3 The Purchaser undertakes to impose a written confidentiality obligation of the same purport as this provision on its staff and/or third parties involved in the performance of this Agreement.

Article 14 - Miscellaneous
14.1 These general terms and conditions have been drawn up in several languages. In the event of any difference in interpretation, discrepancy or conflict between the Dutch text and any translation thereof, the Dutch text shall at all times prevail and be decisive.
14.2 Estillon shall be entitled to amend these terms and conditions. Such amendments shall take effect on the announced effective date.
14.3 All Agreements and these terms and conditions shall be governed by Dutch law.
14.4 The provisions of the Vienna Sales Convention shall not apply, nor shall any future international regulation concerning the sale of movable goods whose application may be excluded by the parties.
14.5 Any disputes that may arise as a result of an Agreement to which these terms and conditions apply, or as a result of subsequent Agreements, shall be settled by the competent court of the District Court of Oost-Brabant, unless the parties agree otherwise or any other court has exclusive jurisdiction.