Article 1. Applicability

1. Unless explicitly otherwise agreed in writing, these terms and conditions apply to all offers, contracts of sale and supplies of goods and services made, sold and/or supplied by Alpha International B.V., hereinafter referred to as 'Alpha'. Alpha's counterparty is hereinafter referred to as the 'buyer / customer'.
2. The buyer/customer accepts the applicability of these terms and conditions by the mere fact of placing an order. Alpha does not accept any terms and conditions used by the buyer/ customer which do not apply to the offers, contracts and supplies covered by these terms and conditions unless Alpha has made explicitly clear in writing - and only after Alpha has done so - that the customer's terms and conditions are to apply to a specific transaction. Acceptance of the applicability of the buyer/customer's terms and conditions in this way does not in any way imply that these terms and conditions also apply to other transactions between Alpha and the buyer/customer.
3. If and insofar as an offer and/or a contract between Alpha and the buyer/customer contains provisions that deviate from the offers and/or contracts covered by these terms and conditions and if no explicit provision has been made to the effect that these terms and conditions do not apply to the offer and/or contract in question, the remaining provisions of these terms and conditions will remain in full force.
4. Any changes or additions made to any provision of a contract and/or the general terms and conditions apply only if they have been recorded in writing by Alpha; moreover, such changes or additions apply only to the contract in question.

Article 2. Offers, prices and orders

1. All offers are free of engagement.
2. All prices are net cash in euros, without any discount and exclusive of any taxes payable at the time of delivery. Whenever an order is placed without the price having been explicitly agreed on, then this order will be executed at the price applicable at the time the order is carried out, irrespective of an offer made at an earlier date or a price calculated at an earlier date.
   All prices are exclusive of turnover tax (Dutch VAT) and other levies imposed by the government, and exclusive of private copying levy and other levies.
3. In the event of an agreement containing a payment clause on instalments to be paid periodically by the buyer/client, Alpha will be entitled to adjust the applicable prices and rates by means of a written notice whilst duly observing a notice period of at least three months.
4. In all cases, Alpha is entitled to adjust the agreed prices and rates by means of a written notice to the buyer/client with respect to performances that, according to the relevant planning or agreement, will be delivered on a date at least three months after the date of this notice.
5. If the buyer/client is not in agreement with an adjustment of prices and rates announced by Alpha, as referred to in Clause 2.3 or 2.4, the buyer/client will be entitled to terminate this agreement in writing within 7 working days after the notice referred to in these Clauses, taking effect as of the date on which the adjustment of the prices or rates as announced by Alpha would become effective, or to cancel the agreement.
6. All prices are based on the circumstances applicable at Alpha?s at the time the agreement was concluded, such as, among other things, purchase prices, prices of materials, wages, salaries, social security contributions, freight and/or customs charges, import and export duties, excise duties, levies and taxes, imposed on Alpha whether directly or indirectly or are charged to Alpha by third parties. Should these circumstances change after the conclusion of the agreement but before the completion of its performance, Alpha is entitled to pass on the expenses arising as a consequence of such change to the buyer/client without prior notification. All prices and rates for services and work are based on regular working days and are only valid within the country where the agreement was concluded.
7. Alpha is entitled to reject orders. In such case Alpha will be under the obligation to notify the buyer/client of such rejection within five working days, to be calculated as of the receipt of the order.
8. An agreement will be concluded only after Alpha has confirmed it; in case of a transaction through electronic communication, it will be concluded only after a confirmation of order returned by Alpha.

Article 3. Advance payment and security

1. Alpha is at all times entitled to request the buyer/customer to make an advance payment or to provide security before supplying or continuing to supply the goods or services in question.
2. If the buyer/customer fails to make the advance payment or supply the security requested or if a credit check shows that the customer's creditworthiness is diminished, Alpha will no longer be liable to supply the goods or services in question, without prejudice to its right to claim compensation for any damage, costs and interest incurred by it.

Article 4. Delivery of goods

1. Alpha is deemed to have discharged its obligation by offering the goods to the buyer/customer for delivery at the agreed time. Should the buyer/customer refuse to accept the goods, a report produced by the person or company responsible for transporting the goods will constitute full evidence that the goods have been offered for delivery; in this case the buyer/customer will be responsible for paying the cost of storing and returning the goods, as well as any other necessary expenses. An offer to deliver is regarded as the equivalent of delivery. The products are deemed to have been delivered, and liability for them transferred, at the place and date on which the above report is signed.
2. If the buyer/customer refuses to accept delivery of the goods, Alpha will store them for a period of up to five days after offering them for delivery. Alpha will inform the buyer/customer in writing that it can take possession of the goods, or arrange for a third party to do so on its behalf, in exchange for payment in cash. Upon the expiry of this period, Alpha is entitled to sell the goods to a third party or to dispose of them in any other way, without prejudice to its right to compensation.
3. If the goods are to be delivered on call, and no delivery period has been agreed, the delivery period will be taken to be one month starting from the date on which the contract of sale was signed. At the end of this period, or at the end of the agreed delivery period, Alpha will be entitled to claim payment of the goods without being obliged to grant any period of credit

Article 5. Late delivery or late completion

1. The late delivery of goods or the late completion of services does not entitle the customer to receive compensation or to dissolve the contract: all dates specified by Alpha should be regarded as target dates and all time limits as approximate.
2. If a contract contains a written clause to the effect that the goods or services in question are to be delivered or completed respectively on a given date, and if the buyer/customer has notified Alpha in writing that this deadline may in no event be exceeded, the buyer/customer is entitled, if the agreed deadline passes without the goods being delivered or the services being completed, to dissolve the contract without judicial intervention, without prejudice to its right to compensation unless the failure is not attributable to Alpha. The buyer/customer is obliged to inform Alpha of this in writing without delay.

Article 6. Payments

1. Barring other provisions, the customer is obliged to pay invoices in cash, without deduction of any discount, and by the due date for payment specified on the invoice in question. The customer may not offset an invoice amount against a debt owed by Alpha, nor defer payment pending the settlement of a debt.
2. If the buyer/customer fails to pay an invoice amount by the due date for payment, it will owe Alpha statutory interest on the outstanding amount as from the due date for payment without any notice of default having to be given.
3. Only payments made in the manner stipulated by Alpha are classified as valid payments.
4. The buyer/customer is in default if it fails to make a payment by the due date. In such an event, any debts the customer owes Alpha on whatever grounds immediately become due and payable/
5. Apart from the amount due, Alpha is also entitled to recover from the buyer/customer all costs incurred as a result of the buyer's/customer's failure to pay, as well as all debt collection charges, whether incurred in or out of court.
6. The buyer/customer is liable for extrajudicial collection charges in any instance in which Alpha engages the services of a third party for the purpose of collecting the debt in question. The extrajudicial collection charges constitute 15% of the value of the debt i.e. the invoice amount plus the outstanding interest owing under paragraph 2 of this article, subject to a minimum of EUR 500.
7. Alpha is not under any obligation to prove that it has incurred extrajudicial debt collection charges. If Alpha files for the buyer's/customer's bankruptcy, the buyer/customer is liable for the cost of the bankruptcy petition, whether incurred in or out of court, in addition to the amount due under paragraph 6 of this article.

Article 7. Guarantee, liability and complaints

1. Alpha is not liable for damage of whatever nature, unless such damage is caused as a result of wilfulness or gross negligence.
2. Without prejudice to the provisions of paragraph 1, the value of the guarantee given by Alpha, or its obligation to pay compensation, on the grounds of its liability for defective goods, documentation, recommendations on processing and other matters, assistance and inspection, will on no account exceed half the invoiced value of the goods which have proven to be defective or which have caused the damage in question. In no event is Alpha liable for any consequential losses of whatever nature incurred on whatever grounds.
3. Complaints of any nature whatsoever do not have the effect of deferring the customer's payment obligations. Complaints are valid only if directed to Alpha in writing within the time limits specified in this article.
4. A complaint is not valid if the buyer/customer has either processed or resold the goods despite having been able to detect the alleged defect by performing a simple examination.
5. Complaints about short delivery, wrong formatting, weights, numbers, packaging or the price charged are valid only if made within three days of delivery of the goods in question.
6. Complaints about the quality of the goods supplied are valid only if made within three days of the date on which the buyer/customer discovered or could have discovered that the goods were defective, and in any event by no later than three months after the goods were delivered. If the packaging indicates that the goods' shelf life is shorter than three months, any complaints must be made in writing within the period specified.
7. The buyer/customer is responsible for proving that the goods about which a complaint has been made are indeed those supplied by Alpha.
8. The goods are covered by the manufacturer's guarantee. The buyer/customer accepts the terms and conditions of the manufacturers concerned. Alpha undertakes to supply the customer with a copy of the manufacturer's guarantee terms on request.
9. The procedure for returning goods and dealing with complaints is governed by Alpha's terms and conditions and the instructions given by Alpha.

Article 8. Non-attributable failure (force majeure)

1. Non attributable failure is understood to mean: each circumstance that could not be anticipated by Alpha at the time the agreement was concluded and as a result of which the normal performance of the agreement cannot reasonably be expected by the buyer/client, as set out in Section 75 of Book 6 of the Netherlands Civil Code.
2. If circumstances of force majeure should occur, performance of the relevant and connected obligations will be suspended in their entirety or in part for the duration of such force majeure without the parties being reciprocally obliged to pay damages on this account. The parties may invoke force majeure vis-à-vis each other only if the relevant party notifies the other party in writing of such invocation of force majeure whilst submitting the necessary proof.
3. Should the circumstances of force majeure continue for two months, both parties have the right to dissolve the agreement in its entirety or in part, to the extent that such circumstances of force majeure would justify such dissolution.
4. In the event of non-attributable failure, the buyer/client is not entitled to any payment (of damages), not even if Alpha should gain an advantage ascribable to such force majeure.

Article 9. Transportation

1. Shipment costs
   Alpha International operates with following terms with regard to the (f.o.c.) order minimum and shipment costs. Outside the BeNeLux and Germany there is an order acceptation minimum. Orders that do not reach the order acceptation minimum cannot be shipped.

Region	Order acceptation	F.o.c. min. order	Shipment costs < f.o.c.
Benelux	--	€ 450,-	€ 12,50
Germany	--	€ 450,-	€ 12,50
France	€ 1.000,-	€ 1.500,-	€ 25,00
UK	€ 1.000,-	€ 1.000,-	€ 25,00
Rest of Europe	€ 500,-	€ 5.000,-	€ 100,00



2. Drop shipment fee
   For shipments that are shipped to a different address than the standard delivery address, a drop shipment fee will be charged. Also in case of drop shipments there is - in certain regions - an order acceptation minimum.
   
   

Region	Order acceptation	Drop shipment fee
BNL	--	€ 7,50
Germany	--	€ 7,50
France	€ 1.500,-	€ 25,00
UK	€ 1.000,-	€ 15,00
Rest of Europe	€  500,-	€ 25,00



3. Specific transportation arrangements and additional services rendered will lead to additional ex-penses. In specific cases, a handling fee can be charged.

Article 10. Trademarks and packaging

1. Alpha reserves the right to print its own name and industrial trade mark on the goods and packaging. The buyer/customer is not permitted to alter or remove any trademarks or identification marks affixed by Alpha
2. Packaging refunds are made only in respect of packaging that is returned carriage paid within six months of the invoice date, provided that it is in perfect condition and that the buyer/customer has been charged for it. If the packaging is rejected, the buyer/customer should be notified in writing thereof within 30 days of the date on which the packaging was received, following which the packaging will be held at its disposal for a week. Upon the expiry of this latter period, Alpha is entitled to dispose of the packaging without being obliged to pay any form of compensation. Packaging for which no separate charge has been made may not be returned to Alpha.

Article 11. Retention of title

1. All goods delivered shall remain Alpha?s property until the date on which all debts ? either from this delivery or earlier deliveries ? receivable by Alpha from the buyer/client will have been paid in full by the buyer/client. The goods may forthwith be reclaimed by Alpha if the buyer/client has not fulfilled its obligations or if Alpha has good grounds to assume that the buyer/client will fail to fulfil its obligations.
2. Before title to the product has passed to the buyer/client, the buyer/client will not be entitled to sell or let the products, to give them in use or to pledge them or encumber them otherwise, on the understanding that the buyer/client is entitled to sell or deliver the products that are subject to Alpha?s retention of title to third parties insofar as this would be required within the context of the buyer?s/client?s normal conduct of business.
3. The costs connected with taking back the goods will be charged to the buyer/client. The goods taken back will be credited on the basis of the value that the goods turn out to have upon having been taken back.

Article 12. Non-performance and dissolution

1. If the buyer/customer fails to comply either properly or in good time with any of its obligations under any contract, the buyer/customer is held to be automatically in default without any notice of default having to be given. In such an event, any debts the customer owes Alpha on whatever grounds immediately become due and payable in full and Alpha is entitled to suspend the performance of any contract and/or to dissolve any contract in full or in part. The above does not affect Alpha's other statutory or contractual rights.

Article 13. Applicable law and disputes

1. All contracts arising between the parties are governed by Dutch law.
2. All disputes (including summary proceedings and applications for attachment orders) between the parties will be settled exclusively by the District Court in Arnhem, insofar as such disputes fall under the court's jurisdiction and there is no mandatory legislative provision assigning competent jurisdiction to another court.

Filed at the Chamber of Commerce Centraal Gelderland

Date: 28-08-2008
Number: 09085944