EUROPEAN TERMS AND CONDITIONS

General Terms of Sales and Delivery of the private company with limited liability DIGIT Touch Systems B.V., also acting under the name of DIGIT Professional, having its registered office and principal place of business in Druten, registered in the trade register of the Chamber of Commerce and Industry at Tiel under file number 1 7109807.

These General Terms have been filed at the Office of the court of 's-Hertogenbosch under number 14/2003 on 07 February 2003.

Article 1
Definitions

Paragraph 1.1
"DIGIT": the private company with limited liability DIGIT Touch Systems B.V., having its registered office and principal place of business in Druten, also acting under the name of DIGIT Professional, and/or its legal successor(s) and/or the (legal) persons appointed by it.

Paragraph 1.2
"Client": any (legal) persons inter alia including its legal successors, representatives and authorised representatives who commission DIGIT to (cause to) deliver goods, or request an offer to that purpose.

Paragraph 1.3
The "Parties": DIGIT and the Client together.

Article 2
Applicability

Paragraph 2.1
These terms shall apply to:
a.) Any agreements that DIGIT enters into with its Clients.
b.) Any offers that DIGIT submits to (potential) Clients.
c.) Any additional work, including in this respect anything that is delivered over and above what has been agreed upon originally during the execution of an Agreement that has been entered into with a Client.

Paragraph 2.2
The applicability of possible general (purchasing) conditions of a Client is excluded, unless explicitly agreed to otherwise in writing.

Paragraph 2.3
In the event that a provision of these General Terms and/or a provision of a written Agreement between DIGIT and a Client is null and void or becomes nullified, the other provisions of these terms and/or that Agreement shall remain in full force. In that case, the Parties shall undertake to (cause to) replace the provision that is null and void or that can be nullified in a manner that does justice to the intention of the provision that is null and void or that can be nullified in mutual consultation.

Article 3
Offers and the Conclusion of Agreements

Paragraph 3.1
Any offers of DIGIT shall also be based upon the data, materials and documents that have been made available by or on behalf of the Client, of which the accuracy and completeness is assumed. Offers are without any obligation and Clients cannot derive any rights from these.

Paragraph 3.2
DIGIT is only bound to commission given by a Client after it has confirmed it in writing.

Paragraph 3.3
The Client is bound after it has commissioned DIGIT or has accepted an offer submitted by DIGIT. Contrary to the provisions in Section 6:225 paragraph 2 of the Netherlands Civil Code, DIGIT is also not bound by an acceptance by the Client that deviates from the offer as to minor points. In that case an Agreement is concluded on the terms and provisions of the offer, unless the Client objects to this in writing within 8 days after the written confirmation of DIGIT, specified above under 2.

Paragraph 3.4
DIGIT is not bound to the contents of leaflets, printed matter or any other mode of expression, unless it is explicitly referred to in the Agreement entered into by the Parties.

Article 4
Execution of the Agreement

Paragraph 4.1
Any goods to be delivered by DIGIT shall inter alia be based upon the data, materials and documents that has been made available by the Client, of which the accuracy and completeness is assumed. Consequently, DIGIT is not bound to any reimbursement of damage and/or costs that have been incurred as a result of the inaccuracy and/or incompleteness of the data that have been made available in such a manner.

Paragraph 4.2
DIGIT is authorised and entitled to commission the entire or partial execution of the Agreement to third Parties, in the event that, and in so far as it deems this to be necessary, useful or required for the good execution of the Agreement.

Article 5
Delivery

Paragraph 5.1
The delivery periods specified by DIGIT are indicative unless agreed otherwise. Exceeding the delivery period does not give claim to damages, unless mandatory statutory provisions dictate otherwise.

Paragraph 5.2
At the moment of delivery the risk is transferred to the Client.

Paragraph 5.3
In the event that delivery free domicile has been agreed upon, DIGIT the Client bears the transport costs unless agreed otherwise.

Paragraph 5.4
For any transactions, also in case of delivery free domicile, the warehouse of DIGIT is considered to be the place of delivery. The date of delivery shall be the date of dispatch, unless the goods are to be collected by the Client, in that case the date as given on the delivery note shall apply.

Paragraph 5.5
DIGIT is entitled to deliver an order as a whole or successively in consignments. In the latter case, each consignment shall be separately invoiced to the Client. In the event that the Client remains in default of the payment of a consignment, DIGIT is entitled to dissolve the Agreement without judicial intervention and without any notice of default of the Client with the retention of the right to damages, in so far as the Agreement has not been executed by it.

Paragraph 5.6
In the event that the Client has not taken possession of the goods after the period of delivery has expired, DIGIT shall store these goods at the expense and risk of the Client for 14 days after which the Client has to take possession of the goods unless agreed otherwise. Irrespective of this, the Client is invoiced for the goods by Digit at the original delivery date.

Article 6
Retention of Title

Paragraph 6.1
DIGIT shall retain the ownership of the goods delivered by it until receipt of full payment by the Client of DIGIT’s claims.

Paragraph 6.2
As long as the full payment of aforementioned claims has not taken place, the Client is not authorised or entitled to alienate, encumber without any right, or give over its actual control of the goods on which the retention of title of DIGIT rests – otherwise than in the normal execution of its business.

Paragraph 6.3
As soon as the Client fails in the performance of its obligations towards DIGIT, DIGIT is authorised and entitled to take back the goods without further notice of default. By accepting these General Terms, the Client authorises DIGIT to access (or cause third Parties to access) the place(s) where the goods are located with the aforementioned objective.

Article 7
Complaints

Paragraph 7.1
All the rights claimed by the Client caused by failures to comply with its obligations by DIGIT or other defects in the goods it has delivered must be invoked in writing, by registered post or email with receipt confirmation within 10 days after the date of delivery, in the absence of which the Client looses this right. The Client also looses this right if the Client tried to remedy (caused a third party to remedy) a (assumed) defect without explicit written permission by DIGIT.

Paragraph 7.2
Complaints about invoices shall be submitted to DIGIT in writing, stating the reasons, by registered post or email with receipt confirmation within 10 days as from the invoice date, in the absence of which the Client looses this right.

Paragraph 7.3
Complaints as meant above under sub 1 and 2, do not suspend the obligation(s) of the Client to pay Digit.

Article 8
Liability

Paragraph 8.1
Save the exclusion of liability is prohibited by mandatory law, DIGIT is not obliged to pay any damages to the Client or third Parties.

Paragraph 8.2
In the event that DIGIT, with due regard to the above mentioned provisions under 1, is assumed to be liable for any damage to the Client or third Parties, its liability concerning that is limited to the sum of its insurance, or the sum it should reasonably have been insured for.

Paragraph 8.3
The Client shall indemnify DIGIT against claims from third Parties.

Article 9
Unforeseen Circumstances

Paragraph 9.1
In the event that after the conclusion of the Agreement circumstances arise or become known which DIGIT did not know, or could have known when the Agreement was entered into, as a result of which DIGIT cannot comply with its obligations towards the Client in time, DIGIT is not in default and is entitled to suspend its obligations.

Paragraph 9.2
In the event that, as a result of above mentioned circumstances, DIGIT is unable to meet the Agreement, the Agreement can be changed by Digit in such a manner that execution by DIGIT is possible, unless this cannot reasonably be demanded from the Client in which case dissolution is justified. In the latter case, the Agreement entered into by the Parties shall be dissolved without the Client being entitled to any damages.

Paragraph 9.3
The circumstances as described above, include any circumstance that is independent of the will of DIGIT and which prevent the permanent or temporary compliance with the Agreement, including inter alia also danger of) war, revolt, strikes, (natural) disasters, accidents, government measures, delay/failure of delivery by suppliers (including the suppliers of fuel, energy and water), transport problems, fire and breakdowns in the company of DIGIT or its suppliers.

Article 10
Prices and Invoicing

Paragraph 10.1
Unless explicitly stated otherwise in writing, all prices quoted by DIGIT are based on delivery from the DIGIT company address or any other place as agreed between parties and exclusive of VAT and other taxes, charges and duties, transport costs and insurance costs.

Paragraph 10.2
DIGIT explicitly retains the right to raise the prices quoted by it during the duration of the Agreement, in the event that the costs increase for DIGIT as a result of circumstances that are beyond its control, such as, for instance, a change of the exchange rate, the energy prices, custom duties or product prices.

Article 11
Payment

Paragraph 11.1
The terms of payment are subject to clearance by our credit insurance company. Payments have to be done according to these terms of payment, without any right of discount, setoff or suspension. In case of non-payment the Client is in default by operation of law, and thus without further (written) notice of default, and has to pay an interest of 1 % per calendar month over non-paid amount, in which part of a month counts as an entire month.

Paragraph 11.2
The judicial and extrajudicial collection costs for all non-paid amounts are borne by Client. The extrajudicial collection costs are equal to the collection rate, increased by VAT, advised or used by of the Nederlandse Orde van Advocaten (Netherlands Bar Association).

Paragraph 11.3
Payments shall first be used to reduce the aforementioned costs and interest and subsequently the oldest invoice.

Paragraph 11.4
Digit claim of non-paid amounts is immediately due and payable in the event that the Client is declared bankrupt, applies for a moratorium, an application is made to place it under guardianship order, an attachment upon (part of) its goods, as well as in the event that (part of) its capital is put under administration, or in the event it otherwise loses the management and/or disposal of (part of) its capital or business, and furthermore if the Client is a general partnership or a private company with limited liability – this entity being wound up or dissolved.

Paragraph 11.5
If Digit, prior to or during the execution of the Agreement, has good reasons to fear that Client will not comply with its (payment) obligations, than Digit has the right to postpone its obligations under the Agreement unless the Client, when requested to do so, provides sufficient security. If the Client fails to provide such security, DIGIT has the right to dissolve the Agreement. The Client shall pay any damage that ensues from this suspension and/or dissolution.

Article 12
Guarantee

Paragraph 12.1
DIGIT guarantees that the products delivered by her have been manufactured of durable material and with good workmanship. Nevertheless, in the event that any defects occur in the products delivered by DIGIT as a result of manufacturing of material defects, than Digit shall, at its discretion, (cause to) repair these defects (to be repaired) free of costs, Digit shall provide the parts that are necessary for repair, or Digit shall entirely replace the goods concerned. In the event that repair or replacement is no longer possible, DIGIT shall refund the price that the Client has paid for the faulty goods.

Paragraph 12.2
In connection with the foregoing, no other obligations than aforementioned rest with DIGIT. As a condition for the compliance with its guarantee obligation, DIGIT may demand that the product that qualifies for guarantee be sent by the Client carriage paid to her or to an address indicated by her and/or that an instruction is given for regular maintenance.

Paragraph 12.3
Products and parts thereof that are replaced pursuant to the provisions of this Article shall become the property of DIGIT.

Paragraph 12.4
In so far as not explicitly agreed to otherwise, this guarantee shall apply during 12 months after delivery.

Paragraph 12.5
Only in the event that DIGIT, after having been ordered to do this by the Client in accordance with the provisions of Article 7 paragraph 1 of these terms, does not comply with her aforementioned guarantee obligation, the Client may partially dissolve the Agreement as regards the defective products in which case the Client can only claim damages not exceeding the sum that it has paid for the defective products to DIGIT.

Paragraph 12.6
Other guarantee terms may apply to certain products.

Article 13
Intellectual Property

Paragraph 13.1
DIGIT shall retain any intellectual property rights to goods, designs, sketches, drawings, models, illustrations, programmes, offers, instructions for use, etc that it has supplied and/or manufactured.

Paragraph 13.2
The designs, sketches, drawings, models, illustrations, programmes, offers, instructions for use, etc provided by DIGIT shall remain the property of DIGIT and may not be multiplied, made known to third Parties in any way, or sold off subject to explicit written permission, such on pain of an immediately payable penalty of € 12,000.- for each infringement, without prejudice to the right of DIGIT to claim damages in so far as the damage should exceed the aforementioned penalty.

Paragraph 13.3
In the event that DIGIT makes use of materials, designs, sketches, drawings, models, illustrations, programmes, offers, instructions for use, etc provided by the Client, the latter shall indemnify DIGIT against any claims in connection with possible intellectual property rights that rest thereon.

Article 14
Applicable Law and Competent Court

Paragraph 14.1
The laws of the Netherlands shall apply to all the Agreements to which these General Terms apply, as well as to possible disputes that ensue from it. The applicability of the United Nations Convention on International Purchase Agreements concerning moveable property that came into effect on 11 April 1980 is explicitly excluded.

Paragraph 14.2
Any disputes that are directly or indirectly related to agreements to which these General Terms apply shall be submitted to the competent court in the district of ‘s-Hertogenbosch, unless mandatory statutory provisions dictate otherwise.

Article 15
Deviations

Deviations from – or additions to these General Terms or an Agreement to which they apply can only be entered into in writing.