TERMS & CONDITIONS OF SALE AND TERMS & CONDITIONS OF PURCHASE

Terms & conditions of sale:

Are stated on the back of our corporate stationery apply in all sales transactions, regardless of the manner of ordering. Entering into a sales agreement with Pelican Worldwide means that the customer fully understands the terms & conditions, and agrees to abide by them at all times.

Terms & conditions of purchase:

GENERAL CONDITIONS OF PURCHASE PELICAN WORLDWIDE B.V.
Filed at the Office of the District Court in Rotterdam on 25-08-2010, nr. 23072017

1. Applicable conditions
These General Conditions of Purchase (of which the headings are for convenience only and shall not affect their interpretation) apply to all requests for quotations, orders and agreements concerning the supply of goods (being all materials, items, sub-assemblies, equipment, software systems and documentation to which the delivery relates) to and the rendering of additional or other services (hereinafter referred to as ‘delivery’ or ’deliveries) for the benefit of PELICAN WORLDWIDE B.V. and its subsidiaries (hereinafter referred to as ‘PELICAN WORLDWIDE’). Any deviations from or additions to these General Conditions of Purchase require PELICAN WORLDWIDE’ express written consent. If any provision of these General Conditions of Purchase is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these General Conditions of Purchase and the remainder of the provision shall not be affected thereby. If upon confirmation of any order or agreement or otherwise, supplier declares its general conditions applicable, the reference in PELICAN WORLDWIDE’ order or agreement shall be seen as the first reference made and these General Conditions shall be applicable to the order or agreement. No general conditions (of sale) of the supplier shall be applicable to any quotation, order and agreements concerning the deliveries.

2. Ordering and confirmation of order
PELICAN WORLDWIDE reserves the right to revoke any order placed or made by it if the supplier neglects to confirm receipt thereof within ten business days in writing by means of an order confirmation. If the order confirmation differs
from the original order placed, PELICAN WORLDWIDE shall only be legally bound after it has agreed explicitly in writing to be in agreement with the deviation. The acceptance of deliveries or supplies by PELICAN WORLDWIDE as well as payments made in this regard shall not imply acknowledgement of any deviations. ‘Writing’ includes facsimile transmissions and the electronic exchange of pdf-files, email
and comparable means of communication.

3. Performance, quality and condition of the delivery
The supplier guarantees that the delivery:

• is produced, performed and/or executed by the supplier itself, its subsidiaries or affiliated companies and not by any third party acting as subcontractor or otherwise, unless with the prior written approval by PELICAN WORLDWIDE;
• is of good quality and free from defects and in the case of services rendered that they are performed by skilled personnel and that new materials are used;
• corresponds exactly with the provisions of the agreement, the specifications listed and the reasonable expectations of PELICAN WORLDWIDE regarding the characteristics, quality and reliability of the delivery;
• is suitable for the purpose for which it is intended by its very nature or which is evident from the order;
• complies with legal requirements applicable at the time of ordering in The Netherlands and other (international) laws, regulations and directives;
• complies with the statutory European Directives regarding CE marking and the EU declaration of conformity for machines/safety components or the "declaration by the manufacturer” respectively. The supplier shall provide the declaration of CE conformity.

If reference is made in the agreement to technical, safety, quality or other regulations and documents not attached to the agreement, the supplier shall be deemed to have knowledge of these unless PELICAN WORLDWIDE is informed to the contrary in writing immediately. PELICAN WORLDWIDE shall then provide the supplier with further information on these regulations and documents. The supplier
shall bear the costs related to, and obtain the necessary permission, permits or licenses in good time required for carrying out of the agreement and for complying with the conditions stipulated therein. If the supplier ceases to manufacture the deliveries and for a term of at least five years, the supplier guarantees an adequate repair service as well as the supply of spare parts.

4. Intellectual property rights; licenses
If intellectual property rights apply to the delivery or accompanying documentation, PELICAN WORLDWIDE shall be entitled to the legal use thereof free of charge by means of a non-exclusive, worldwide, perpetual license. All intellectual property rights that arise due to the execution of the delivery by the supplier, its employees or third parties involved by the supplier for performance of the agreement, belong to PELICAN WORLDWIDE. The supplier shall be obligated to do everything necessary to obtain or establish the abovementioned rights when first requested to do so by PELICAN WORLDWIDE. The supplier guarantees that the delivery does not infringe on any intellectual property rights of third parties. The supplier indemnifies PELICAN WORLDWIDE against any (alleged) claims by third parties in this regard and shall reimburse PELICAN WORLDWIDE for any damages suffered as a result thereof.

5. Packaging and dispatch
The supplier shall package the deliveries as economically, safely and carefully as possible and in such a manner that the shipment can be handled during transportation and offloading. The supplier shall ensure that the delivery arrives at the destination in good order. Shipments on pallets shall take place on euro format pallets, euro pallets or pallets with other measurements as agreed upon. Neutral packaging materials without printing shall be used as far as possible to encourage reuse of packaging materials. Packaging materials shall be suitable for reuse or recycling and shall comply with international and Dutch legislation. In case packaging materials can not be reused or recycled, the costs of processing are for supplier’s account. As per EU Directive 2000/29/EC, deliveries from the United States, Canada, China and Japan containing wooden packaging materials (pallets, crates, etc.) must be decontaminated before entering the European Union. Deliveries of hazardous substances shall comply with international and Dutch legislation concerning carriage of dangerous goods by road or IATA regulations for airfreight and must be accompanied by all applicable documentation; the packages shall be marked with the necessary warning labels. The transporter must be in possession of any applicable hazard documents. Special packaging that has to be returned to the supplier shall be marked as such and shall be returned to the supplier at supplier’s costs. The destination shall be as indicated in the agreement. The supplier shall mark the shipment with the PELICAN WORLDWIDE order reference number and the number of packages, as well as with the correct address details of the delivery address. The outside of each package shall have a packing list attached with the contents of the shipment listed. PELICAN WORLDWIDE may reject deliveries that do not comply with these requirements.

6. Delivery
Delivery shall take place ‘Ex Works’, in accordance with the version of the Incoterms applicable at the time of ordering, without prejudice to the provisions contained in these Conditions. PELICAN WORLDWIDE reserves the right to apply other transport terms and conditions. The delivery date(s) or delivery period(s) of the agreement shall be firm and binding and shall apply to the entire delivery, including the relevant drawings or other documents pertaining thereto. Should circumstances arise whereby the deadline for an agreed delivery date(s) or period(s) is expected to be exceeded, the supplier shall inform PELICAN WORLDWIDE hereof without delay. If the supplier exceeds any agreed delivery date(s) or period(s), PELICAN WORLDWIDE is entitled to impose a penalty of 5% of the price of the delivery (i.e. the amount of the related invoice), without prior notice of default to the supplier, for each calendar week or part thereof exceeded, up to a maximum of 20% and this shall be claimable on the date the penalty is imposed. Imposition, recovery or settlement of this penalty shall not affect PELICAN WORLDWIDE’ right to performance, compensation and termination of the agreement.

7. Inspection
Supplier will provide PELICAN WORLDWIDE with such test or inspection certificates as PELICAN WORLDWIDE may require (including testing or inspection by any official body) or auditing report of the deliveries prior to the time of delivery (including during the time of production). The supplier shall cooperate fully in this regard. Such testing or inspection, at PELICAN WORLDWIDE option in the attendance of staff appointed by PELICAN WORLDWIDE, does not relieve the supplier of any liability nor does it imply acceptance of the deliveries. PELICAN WORLDWIDE has the right to inspect the delivery at the agreed delivery location prior to accepting it. If the delivery is rejected, PELICAN WORLDWIDE shall inform the supplier accordingly and PELICAN WORLDWIDE shall be entitled to replacement or repair at its discretion or may proceed to terminate or annul the agreement. All this does not affect PELICAN WORLDWIDE’ right to compensation. All costs related to inspections, re-inspections and return shipments shall be borne by the supplier, except for the costs of inspection staff appointed by PELICAN WORLDWIDE.

8. Transfer of ownership and risk
The risk for the delivery remains with the supplier until the delivery is or arrives at the agreed place of delivery and has been accepted in writing by PELICAN WORLDWIDE by a person duly authorized to do so, with his or her name stated.
Title to the delivery shall pass to PELICAN WORLDWIDE at the moment of delivery. Models, stamps, molds, templates, dies, calibers, drawings and the like procured or manufactured by the supplier in aid of the delivery (hereinafter referred to as ‘items’), shall be deemed to have been made available to the supplier by PELICAN WORLDWIDE at the moment that these articles are delivered to the supplier or have been manufactured by it. If PELICAN WORLDWIDE makes items available or is considered to have made items available to the supplier in aid of the delivery, these shall remain or become the property of PELICAN WORLDWIDE and the supplier shall be obliged to clearly mark these items as PELICAN WORLDWIDE’ property and to make a declaration of ownership available if requested to do so. Regarding the items in supplier’s custody, the supplier will act as a bonus paterfamilias and will take care of proper maintenance and adequate insurance. Items created by amalgamation, confusion or otherwise, become PELICAN WORLDWIDE’ property at the moment of creation. The supplier shall be deemed to have created the items for PELICAN WORLDWIDE and shall retain these new items as PELICAN WORLDWIDE property and make a declaration of ownership available to PELICAN WORLDWIDE if requested to do so. The supplier agrees not to supply products made with or based on PELICAN WORLDWIDE’ items to any third party without PELICAN WORLDWIDE’ prior consent in writing.

9. Price, invoicing and payment
The agreed price is fixed in US Dollars, exclusive of VAT. Invoices shall be submitted bearing reference numbers as per orders placed and itemized stating the item numbers. PELICAN WORLDWIDE shall be entitled to suspend payment for as long as these details remain outstanding. Duplicates of an invoice shall be identified as such. PELICAN WORLDWIDE shall make payment within 60 days after the end of the months of the invoice date, having been correctly invoiced, unless a discounted payment has been agreed or a penalty is claimable. Payment does not imply in any respect whatsoever a waiver of PELICAN WORLDWIDE’ right to performance of the agreement. PELICAN WORLDWIDE is entitled to set off claimable debts against claimable liabilities with the supplier by means of a setoff note. PELICAN WORLDWIDE may request a deposit or bank guarantee at the supplier’s own cost before it makes goods available or if partial or total payment in advance takes place.

10. Contract variations; increase or decrease of the scope of supply
PELICAN WORLDWIDE is entitled to amend the scope of supply. If the supplier is of the opinion that the amendment has an effect on the agreed price or delivery period, PELICAN WORLDWIDE shall be informed of this immediately in writing, and in the event of additional work, issue a written quotation with regards to the price and period involved, as well as the effect this additional work will have on the other work to be performed by the supplier. The supplier shall not perform additional work before PELICAN WORLDWIDE has issued written instructions to that effect. Work the supplier should have or could have anticipated in terms of delivering the service(s) and functionality(ies) as described in this agreement, or which is considered to be the result of an attributable error on the supplier’s part, shall not be considered additional work.

11. Liability and insurance
The supplier shall be liable for all damages suffered by PELICAN WORLDWIDE due to a defect or shortcoming of the delivery, a defect in the equipment or materials used in executing the order or agreement or as a result of any act or omission by the supplier, its employees or subcontractors relating to the delivery. The supplier’s liability in this regard shall be limited to an amount of EUR 5 million per event, except in the case of intent or gross negligence on the part of the supplier, its management or subcontractors or in the event of personal injury. The supplier shall completely indemnify PELICAN WORLDWIDE against claims by third parties for damages resulting from the circumstances mentioned above or for damages, claims and costs resulting from the performance and/or execution of the deliveries by any third party acting as subcontractor or otherwise. Supplier shall indemnify and hold PELICAN WORLDWIDE harmless against any and all claims regarding the deliveries, based on product liability legislation in The Netherlands. Supplier shall sufficiently insure itself against third party and its liability towards PELICAN WORLDWIDE up to an amount of at least EUR 10 million.

12. Termination
PELICAN WORLDWIDE shall have the right to completely or partially dissolve the agreement without further notice of default by means of written notice to that effect without prejudicing its other rights, in the event that:

• the supplier defaults on one or more of the obligations as contained in the agreement;
• the supplier is declared bankrupt, suspension of payment is requested, its business has been shut down or liquidated, a substantial part of its assets have been attached, or the business has been transferred to a third party;
• the delivery is rejected after inspection or re-inspection.
  In the event of termination the items in supplier’s custody shall be forthwith returned to PELICAN WORLDWIDE at supplier’s costs. Upon such termination PELICAN WORLDWIDE has the right to enter without prior notice any premises where the deliveries may be, take possession of them and remove them from such premises, whereby the supplier accepts that PELICAN WORLDWIDE enters any of its premises and takes possession of the deliveries and shall its best endeavours to permit PELICAN WORLDWIDE to take such actions. The supplier shall refund any payments made by PELICAN WORLDWIDE in terms of the terminated agreement immediately.

13. Guarantee
If, within a period of 12 months after first use of the delivery or such other period as agreed upon, the delivery is found to be non-compliant with the stipulations in article 3 of these Conditions, the supplier shall, for its own account, replace, repair, or re-execute the delivery at PELICAN WORLDWIDE’ discretion when first requested to do so within two weeks without prejudice to PELICAN WORLDWIDE’ other legal rights. If the supplier continues to default on its guarantee obligations, PELICAN WORLDWIDE has the right to proceed to replace, repair or re-execute the order at the supplier’s expense, with or without help from third parties. PELICAN WORLDWIDE shall notify the supplier of the exercise of this right in advance where possible. A guarantee as described above shall apply afresh to replaced, repaired or reexecuted parts of a delivery.

14. Non-disclosure and information obligations
The supplier shall provide PELICAN WORLDWIDE with all information pertaining to the delivery insofar as it could be of importance to PELICAN WORLDWIDE. The supplier shall not reveal confidential information to its own employees not involved with the delivery or to third parties, unless PELICAN WORLDWIDE has agreed to this in writing beforehand.
The supplier shall not be entitled to use the PELICAN WORLDWIDE name and/or logo in advertisements and other commercial publications without prior written permission from PELICAN WORLDWIDE.

15. US export administration regulations
If a delivery includes American technology that is subject to the US Export Administration Regulations, the supplier shall notify PELICAN WORLDWIDE of this as per the provisions pertaining thereto.
16. Rules of conduct , Working Conditions Act.
In buildings and on premises belonging to PELICAN WORLDWIDE or its customers, the PELICAN WORLDWIDE "Rules of conduct for contractors” or – if any – the customers’ ”Rules of conduct” as the case may be relating to safety and working conditions for suppliers of services such as construction, cleaning and repair activities shall apply.

17. Anti corruption
In the event Supplier offers and/or gives gift or any other contribution to an employee of PELICAN WORLDWIDE without PELICAN WORLDWIDE’ prior written approval, PELICAN WORLDWIDE shall have the right to terminate the order or agreement, without any obligation or liability.
18. Assignment of rights and obligations; subcontracting.
The supplier is not permitted to subcontract the delivery or any part thereof to third parties nor to assign the rights and obligations resulting from this agreement in whole or in part to third parties without prior written permission from PELICAN WORLDWIDE.

19. Applicable law, disputes.
Dutch law, with the exception of the Vienna Sales Convention (CISG) and the Uniform Act in respect of the International Purchase of movables (L.U.V.I), shall govern agreements between PELICAN WORLDWIDE and the supplier. The competent court of Dordrecht, The Netherlands, shall have sole jurisdiction over disputes between PELICAN WORLDWIDE and the supplier.

20. Public consultation
A copy of these General Conditions of Purchase has been filed for public consultation at the Registry of the District Court of Dordrecht, The Netherlands. A copy of these General Conditions can be sent upon your request.