GENERAL CONDITIONS for the SUPPLY OF MECHANICAL, ELECTRICAL AND ELECTRONIC PRODUCTS

Brussels, March 2012

PREAMBLE

1. These General Conditions shall apply when the parties agree In Writing or otherwise thereto.
Any modifications of or deviations from them must be agreed In Writing.

DEFINITIONS

2. In these General Conditions the following terms shall have the meanings hereunder assigned to
them:
– “Contract”: the agreement In Writing between the parties concerning supply of the Product and
all appendices, including agreed amendments and additions In Writing to the said documents;
– “Gross Negligence”: an act or omission implying either a failure to pay due regard to serious
consequences, which a conscientious contracting party would normally foresee as likely to
ensue, or a deliberate disregard of the consequences of such an act or omission;
– “In Writing”: communication by document signed by both parties or by letter, fax, electronic mail
and by such other means as are agreed by the parties;
– “the Product”: the object(s) to be supplied under the Contract, including software and
documentation.

PRODUCT INFORMATION

3. All information and data contained in general product documentation and price lists shall be
binding only to the extent that they are by reference In Writing expressly included in the
Contract.

DRAWINGS AND TECHNICAL INFORMATION

4. All drawings and technical documents relating to the Product or its manufacture submitted by
one party to the other, prior or subsequent to the formation of the Contract, shall remain the
property of the submitting party.
Drawings, technical documents or other technical information received by one party shall not,
without the consent of the other party, be used for any other purpose than that for which they
were provided. They may not, without the consent of the submitting party, otherwise be used or
copied, reproduced, transmitted or communicated to a third party.

5. The Supplier shall, not later than at the date of delivery, provide free of charge information and
drawings which are necessary to permit the Purchaser to install, commission, operate and
maintain the Product. Such information and drawings shall be supplied in the number of copies
agreed upon or at least one copy of each. The Supplier shall not be obliged to provide
manufacturing drawings for the Product or for spare parts.

ACCEPTANCE TESTS

6. Acceptance tests provided for in the Contract shall, unless otherwise agreed, be carried out at
the place of manufacture during normal working hours.
If the Contract does not specify the technical requirements, the tests shall be carried out in
accordance with general practice in the appropriate branch of industry concerned in the country
of manufacture.

7. The Supplier shall notify the Purchaser In Writing of the acceptance tests in sufficient time to
permit the Purchaser to be represented at the tests. If the Purchaser is not represented, the test
report shall be sent to the Purchaser and shall be accepted as accurate.

8. If the acceptance tests show the Product not to be in accordance with the Contract, the Supplier
shall without delay remedy any deficiencies in order to ensure that the Product complies with the
Contract. New tests shall then be carried out at the Purchaser’s request, unless the deficiency
was insignificant.

9. The Supplier shall bear all costs for acceptance tests carried out at the place of manufacture. The
Purchaser shall however bear all travelling and living expenses for his representatives in
connection with such tests.

DELIVERY. PASSING OF RISK

10. Any agreed trade term shall be construed in accordance with the INCOTERMS® in force at the
formation of the Contract.
If no trade term has been specifically agreed, the delivery shall be Free Carrier (FCA) at the
place named by the Supplier.
If, in the case of delivery Free Carrier, the Supplier, at the request of the Purchaser, undertakes
to send the Product to its destination, the risk will pass not later than when the Product is
handed over to the first carrier.
Partial delivery shall not be permitted, unless otherwise agreed.

TIME FOR DELIVERY. DELAY

11. If the parties, instead of specifying the date for delivery, have specified a period of time within
which delivery shall take place, such period shall start to run as soon as the Contract is entered
into and all agreed preconditions to be fulfilled by the Purchaser have been satisfied, such as
official formalities, payments due at the formation of the Contract and securities.
12. If the Supplier anticipates that he will not be able to deliver the Product at the time for delivery,
he shall forthwith notify the Purchaser thereof In Writing, stating the reason and, if possible, the
time when delivery can be expected.
If the Supplier fails to give such notice, the Purchaser shall be entitled to compensation for any
additional costs which he incurs and which he could have avoided had he received such notice.

13. If delay in delivery is caused by any of the circumstances mentioned in Clause 41, by an
act or omission on the part of the Purchaser, including suspension under Clauses 21 and 44, or
anyother circumstances attributable to the Purchaser, the Supplier shall be entitled to extend the
time for delivery by a period which is necessary having regard to all the circumstances of the
case. This provision shall apply regardless of whether the reason for the delay occurs before or
after the agreed time for delivery.

14. If the Product is not delivered at the time for delivery, the Purchaser shall be entitled
to liquidate damages from the date on which delivery should have taken place. The liquidated
damages shall be payable at a rate of 0.5 per cent of the purchase price for each commenced
week of delay. The liquidated damages shall not exceed 7.5 per cent of the purchase price.
If only part of the Product is delayed, the liquidated damages shall be calculated on that part of
the purchase price which is attributable to such part of the Product as cannot in consequence of
the delay be used as intended by the parties.
The liquidated damages shall become due at the Purchaser’s demand In Writing but not before
delivery has been completed or the Contract is terminated under Clause 15.
The Purchaser shall forfeit his right to liquidated damages if he has not lodged a claim In Writing
for such damages within six months after the time when delivery should have taken place.

15. If the delay in delivery is such that the Purchaser is entitled to maximum liquidated damages
under Clause 14 and if the Product is still not delivered, the Purchaser may In Writing demand
delivery within a final reasonable period which shall not be less than one week.
If the Supplier does not deliver within such final period and this is not due to any circumstances
which are attributable to the Purchaser, then the Purchaser may by notice In Writing to the
Supplier terminate the Contract in respect of such part of the Product as cannot in consequence
of the Supplier’s failure to deliver be used as intended by the parties.
If the Purchaser terminates the Contract he shall be entitled to compensation for the loss he
suffers as a result of the Supplier’s delay, including any consequential and indirect loss. The
total compensation, including the liquidated damages which are payable under Clause 14, shall
not exceed 15 per cent of that part of the purchase price which is attributable to the part of the
Product in respect of which the Contract is terminated.
The Purchaser shall also have the right to terminate the Contract by notice In Writing to the
Supplier, if it is clear from the circumstances that there will occur a delay in delivery which,
under Clause 14, would entitle the Purchaser to maximum liquidated damages. In case of
termination for this reason, the Purchaser shall be entitled to maximum liquidated damages and
compensation under the third paragraph of this Clause 15.

16. Liquidated damages under Clause 14 and termination of the Contract with limited compensation
under Clause 15 shall be the only remedies available to the Purchaser in case of delay on the
part of the Supplier. All other claims against the Supplier based on such delay shall be excluded,
except where the Supplier has been guilty of Gross Negligence.

17. If the Purchaser anticipates that he will be unable toaccept delivery of the Product at the time for
delivery, he shall forthwith notify the Supplier In Writing thereof, stating the reason and, if
possible, the time when he will be able to accept delivery.
If the Purchaser fails to accept delivery at the time for delivery, he shall nevertheless pay any
part of the purchase price which becomes due at the time for delivery, as if delivery had taken
place at the time for delivery. The Supplier shall arrange for storage of the Product at the risk
and expense of the Purchaser. The Supplier shall also, if the Purchaser so requires, insure the
Product at the Purchaser’s expense.

18. Unless the Purchaser’s failure to accept delivery is due to any such circumstance as mentioned
in Clause 41, the Supplier may by notice In Writing require the Purchaser to accept delivery
within a final reasonable period.
If, for any reason which is not attributable to the Supplier, the Purchaser fails to accept delivery
within such period, the Supplier may by notice In Writing terminate the Contract in whole or in
part. The Supplier shall then be entitled to compensation for the loss he suffers by reason of the
Purchaser’s default, including any consequential and indirect loss. The compensation shall not
exceed that part of the purchase price which is attributable to that part of the Product in respect
of which the Contract is terminated.

PAYMENT

19. Payment shall be made within 30 days after the date of invoice.
Unless otherwise agreed, the purchase price shall be paid with one third at the formation of the
Contract and one third when the Supplier notifies the Purchaser that the Product, or the
essential part of it, is ready for delivery. The remaining part of the purchase price shall be paid
when the entire Product is delivered.

20. Whatever the means of payment used, payment shall not be deemed to have been effected
before the Supplier’s account has been irrevocably credited for the amount due.

21. If the Purchaser fails to pay by the stipulated date, the Supplier shall be entitled to interest from
the day on which payment was due and to compensation for recovery costs. The rate of interest
shall be as agreed between the parties or otherwise 8 percentage points above the rate of the
main refinancing facility of the European Central Bank. The compensation for recovery costs
shall be 1 per cent of the amount for which interest for late payment becomes due.
In case of late payment and in case the Purchaser fails to give an agreed security by the
stipulated date the Supplier may, after having notified the Purchaser In Writing, suspend his
performance of the Contract until he receives payment or, where appropriate, until the Purchaser
gives the agreed security.
If the Purchaser has not paid the amount due within three months the Supplier shall be entitled
to terminate the Contract by notice In Writing to the Purchaser and, in addition to the interest
and compensation for recovery costs according to this Clause, to claim compensation for the
loss he incurs. Such compensation shall not exceed the agreed purchase price.

RETENTION OF TITLE

22. The Product shall remain the property of the Supplier until paid for in full to the extent that
such retention of title is valid under the relevant law.
The Purchaser shall at the request of the Supplier assist him in taking any measures necessary
to protect the Supplier’s title to the Product.
The retention of title shall not affect the passing of risk under Clause 10.

LIABILITY FOR DEFECTS

23. Pursuant to the provisions of Clauses 24-39, the Supplier shall remedy any defect or
nonconformity (hereinafter termed defect(s)) resulting from faulty design, materials or
workmanship.

24. The Supplier shall not be liable for defects arising out of materials provided or a design
stipulated or specified by the Purchaser.

25. The Supplier shall only be liable for defects which appear under the conditions of operation
provided for in the Contract and under proper use of the Product.

26. The Supplier shall not be liable for defects caused by circumstances, which arise after the risk
has passed to the Purchaser, e.g. defects due to faulty maintenance, incorrect installation or
faulty repair by the Purchaser or to alterations carried out without the Supplier’s consent In
Writing. The Supplier shall neither be liable for normal wear and tear nor for deterioration.

27. The Supplier’s liability shall be limited to defects which appear within a period of one year from
delivery. If the use of the Product exceeds that which is agreed, this period shall be reduced
proportionately.

28. When a defect in a part of the Product has been remedied, the Supplier shall be liable for
defects in the repaired or replaced part under the same terms and conditions as those
applicable to the original Product for a period of one year. For the remaining parts of the Product
the period mentioned in Clause 27 shall be extended only by a period equal to the period during
which and to the extent that the Product could not be used as a result of the defect.

29. The Purchaser shall without undue delay notify the Supplier In Writing of any defect which
appears. Such notice shall under no circumstances be given later than two weeks after the
expiry of the period given in Clause 27 or the extended period(s) under Clause 28, where
applicable.
The notice shall contain a description of the defect.
If the Purchaser fails to notify the Supplier In Writing of a defect within the time limits set
forth in the first paragraph of this Clause, he shall lose his right to have the defect remedied.
Where the defect is such that it may cause damage, the Purchaser shall immediately inform the
Supplier In Writing. The Purchaser shall bear the risk of damage to the Product resulting from
his failure so to notify. The Purchaser shall take reasonable measures to minimize damage and
shall in that respect comply with instructions of the Supplier.

30. On receipt of the notice under Clause 29 the Supplier shall at his own cost remedy the defect
without undue delay, as stipulated in Clauses 23-39. The time for remedial work shall be
chosen in order not to interfere unnecessarily with the Purchaser’s activities.
Repair shall be carried out at the place where the Product is located unless the Supplier deems
it more appropriate that the Product is sent to him or a destination specified by him.
If the defect can be remedied by replacement or repair of a defective part and if dismantling and
re-installation of the part do not require special knowledge, the Supplier may demand that the
defective part is sent to him or a destination specified by him. In such case the Supplier shall
have fulfilled his obligations in respect of the defect when he delivers a duly repaired part or a
part in replacement to the Purchaser.

31. The Purchaser shall at his own expense provide access to the Product and arrange for any
intervention in equipment other than the Product, to the extent that this is necessary to remedy
the defect.

32. Unless otherwise agreed, necessary transport of the Product or parts thereof to and from the
Supplier in connection with the remedying of defects for which the Supplier is liable shall be at
the risk and expense of the Supplier. The Purchaser shall follow the Supplier’s instructions
regarding such transport.

33. Unless otherwise agreed, the Purchaser shall bear any additional costs which the Supplier
incurs for remedying the defect caused by the Product being located in a place other than the
destination stated at the formation of the Contract for the Supplier’s delivery to the Purchaser or
– if no destination has been stated – the place of delivery.

34. Defective parts which have been replaced shall be made available to the Supplier and shall be
his property.

35. If the Purchaser has given such notice as mentioned in Clause 29 and no defect is found for
which the Supplier is liable, the Supplier shall be entitled to compensation for the costs he incurs
as a result of the notice.

36. If the Supplier does not fulfill his obligations under Clause 30, the Purchaser may by notice In
Writing fix a final reasonable period for completion of the Supplier’s obligations, which shall not
be less than one week.
If the Supplier fails to fulfill his obligations within such final period, the Purchaser may
himself undertake or employ a third party to undertake necessary repair work at the
risk and expense of the Supplier.
Where successful repair work has been undertaken by the Purchaser or a third
party, reimbursement by the Supplier of reasonable costs incurred by the Purchaser
shall be in full settlement of the Supplier’s liabilities for the said defect.

37. Where the Product has not been successfully repaired, as stipulated under Clause 36,
a) the Purchaser shall be entitled to a reduction of the purchase price in proportion to the
reduced value of the Product, provided that under no circumstances shall such reduction
exceed 15 per cent of the purchase price, or
b) where the defect is so substantial as to significantly deprive the Purchaser of the
benefit of the Contract as regards the Product or a substantial part of it, the Purchaser may
terminate the Contract by notice In Writing to the Supplier in respect of such part of the Product
as cannot in consequence of the defect be used as intended by the parties. The Purchaser shall
then be entitled to compensation for his loss, costs and damages up to a maximum of 15 per
cent of that part of the purchase price which is attributable to the part of the Product in respect
of which the Contract is terminated.

38. Notwithstanding the provisions of Clauses 23-37 the Supplier shall not be liable for defects in
any part of the Product for more than one year from the end of the liability period referred to in
Clause 27 or from the end of any other liability period agreed upon by the parties.

39. Save as stipulated in Clauses 23-38, the Supplier shall not be liable for defects. This applies to
any loss the defect may cause including loss of production, loss of profit and other indirect loss.
This limitation of the Supplier’s liability shall not apply if he has been guilty of Gross Negligence.

ALLOCATION OF LIABILITY FOR DAMAGE CAUSED BY THE PRODUCT

40. The Supplier shall not be liable for any damage to property caused by the Product after it has
been delivered and whilst it is in the possession of the Purchaser. Nor shall the Supplier be liable
for any damage to products manufactured by the Purchaser or to products of which the
Purchaser’s products form a part.
If the Supplier incurs liability towards any third party for such damage to property as described in
the preceding paragraph, the Purchaser shall indemnify, defend and hold the Supplier harmless.
If a claim for damage as described in this Clause is lodged by a third party against one of
the parties, the latter party shall forthwith inform the other party thereof In Writing.
The Supplier and the Purchaser shall be mutually obliged to let themselves be summoned to the
court or arbitral tribunal examining claims for damages lodged against one of them on the basis
of damage allegedly caused by the Product. The liability between the Supplier and the
Purchaser shall however be settled in accordance with Clause 46.
The limitation of the Supplier’s liability in the firstparagraph of this Clause shall not apply
where the Supplier has been guilty of Gross Negligence.

FORCE MAJEURE

41. Either party shall be entitled to suspend performance ofhis obligations under the Contract to the
extent that such performance is impeded or made unreasonably onerous by Force Majeure,
meaning any of the following circumstances: industrial disputes and any other circumstance
beyond the control of the parties such as fire, war, extensive military mobilization, insurrection,
requisition, seizure, embargo, restrictions in the use of power, currency and export restrictions,
epidemics, natural disasters, extreme natural events, terrorist acts and defects or delays in
deliveries by sub-contractors caused by any such circumstance referred to in this Clause.
A circumstance referred to in this Clause whether occurring prior to or after the formation of the
Contract shall give a right to suspension only if its effect on the performance of the Contract
could not be foreseen at the time of the formation of the Contract.

42. The party claiming to be affected by Force Majeure shall notify the other party In Writing without
delay on the intervention and on the cessation of such circumstance. If a party fails to give such
notice, the other party shall be entitled to compensation for any additional costs which he incurs
and which he could have avoided had he received such notice.
If Force Majeure prevents the Purchaser from fulfilling his obligations, he shall compensate
the Supplier for expenses incurred in securing and protecting the Product.

43. Regardless of what maybe otherwise follow from these General Conditions, either party ought to
be entitled to terminate the Contract by notice In Writing to the other party if performance of the
Contract is suspended under Clause 41 for more than six months.

ANTICIPATED NON-PERFORMANCE

44. Notwithstanding other provisions in these General Conditions regarding suspension, each party
shall be entitled to suspend the performance of his obligations under the Contract, where it is
clear from the circumstances that the other party is not going to perform his obligations. A party
suspending his performance of the Contract shall forthwith notify the other party thereof In
Writing.

CONSEQUENTIAL LOSSES

45. Save as otherwise stated in these General Conditions there shall be no liability for either party
towards the other party for loss of production, loss of profit, loss of use, loss of contracts or for
any other consequential or indirect loss whatsoever.

DISPUTES AND APPLICABLE LAW

46. All disputes arising out of or in connection with the Contract shall be finally settled under the
Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators
appointed in accordance with the said Rules.

47. The Contract shall be governed by the substantive law of the Supplier’s country