Sales terms & Condition

CrystalQ BV
GENERAL TERMS AND CONDITIONS OF SALE
Version 2004.02

1. OFFER, QUOTATION, ACKNOWLEDGEMENT OR CONFIRMATION.
   These general terms and conditions of sale (the "Terms and Conditions") apply to and form an integral part of:
   1. All quotations and offers (hereinafter both referred to as "Offer") of CrystalQ BV ("CrystalQ") to Buyer;
   2. All acceptances, acknowledgements or confirmations by CrystalQ (hereinafter all referred to as
      "Confirmation") of any order of Buyer, including without limitation orders of Buyer resulting from any pricingor
      other framework agreement between any Buyer and CrystalQ, unless explicitly agreed otherwise in
      writing between CrystalQ and Buyer;
   3. Any agreement resulting from such Offer or Confirmation, and;
   4. Any agreement incorporating these Terms and Conditions by reference (both types of agreements referred
      to under (c) and (d) shall hereinafter be referred to as an "Agreement");
      regarding the sale by CrystalQ and purchase by Buyer of goods and/or services ("Products"), unless CrystalQ
      explicitly agrees in writing to the exclusion hereof.
      
      An Offer is a document representing the sale and provision of goods and/or services listed for the validity period
      indicated. If no such validity period is indicated, then the document is not an Offer.
      
      Buyer may accept an Offer by signing and returning a copy of this Offer or by returning Buyer’s own form of
      purchase order/contract expressly acknowledging the terms set forth herein. Any additional or different Terms
      and Conditions set forth or referenced in Buyer’s purchase order are hereby objected to by CrystalQ and shall
      be deemed a material alteration of this Offer and not a part of any resulting order, unless specifically agreed to
      in writing by CrystalQ.
      
      Acceptance by Buyer of an Offer may be evidenced by (i) Buyer’s written or verbal assent or the written or
      verbal assent of any representative of Buyer, (ii) Buyer’s acceptance of delivery of the Products, or acceptance
      by any representative of Buyer, or (iii) other conduct by Buyer or any representative of Buyer consistent with
      acceptance of the Offer.
      
      Notwithstanding anything herein to the contrary, Buyer’s acceptance, use, or re-sale of such Products shall
      constitute its express agreement to the Terms and Conditions set forth herein unless otherwise agreed to in
      writing by CrystalQ.
      
      An acceptance by Buyer of any Offer made by an order gatherer, liaison officer, agent or sales representative of
      CrystalQ shall first constitute an Agreement between CrystalQ and Buyer upon explicit Confirmation by CrystalQ
      itself.
      
2. PAYMENT.
   Unless otherwise agreed in writing between CrystalQ and Buyer, all payments are due and payable within thirty
   (30) days from the date of invoice. All payments shall be made in Euros (€) to CrystalQ at its office in
   Stadskanaal, The Netherlands. Other currencies may be accepted unless otherwise explicitly agreed in writing
   between CrystalQ and Buyer.
   
   Interest will accrue on all late payments, at the rate of 15% per annum and to the extend permitted by applicable
   law, from the due date until payment in full.
   
   If all the goods or services covered by the Offer are not delivered or performed at one time, Buyer shall pay the
   unit prices applicable to the goods delivered or services performed. Each shipment shall be considered a
   separate and independent transaction.
   
   All shipments, deliveries and performance of work covered by the Offer shall at all times be subject to the credit
   approval of CrystalQ. CrystalQ may at any time decline to make any shipments or deliveries, or perform any
   work except upon receipt of payment or upon terms and conditions or security arrangements satisfactory to
   CrystalQ.