AS WELL AS OTHER BY METEOR SYSTEMS RULES COMPANIES.

1.	Definitions
1.1	In these general conditions ("Conditions") the following terms shall have the following meanings:
-	User: Meteor Systems B.V., as well as other by Meteor Systems ruled companies, established at 4879 NG Etten-Leur, Munnikenheiweg 58/60;
-	Other party: any individual or legal entity to which user supplies products and/or for whom user performs services and/or with whom user discusses or negotiates entering into an agreement;
-	Agreement: any agreement entered into between user and other party, any amendment or addition to such agreement, as well as any and all (legal) acts in preparation or performance of such agreement;
-	Products: any and all goods, including documentation, drawings, testing equipment and any (other) results of services performed by user, which may be the subject of an agreement;
-	Services: any and all activities in any form whatever and however called (services, contracting, deploying, etc.) which user performs for or on behalf of other party;
-	Order: any order from other party in any form whatever.
2.	Applicability
2.1	These conditions are part of any and all agreements and shall apply to any and all (other) acts and legal acts between user and other party, even if such acts should not lead to or relate to any agreement.
2.2	The applicability of any general conditions of other party is explicitly rejected by user.
3.	Offers, entering into agreements and quotations and indications of products and services.
3.1	User’s offers or quotations shall be non-binding and shall constitute for only two days an invitation to other party to place an order.
3.2	An agreement shall come into existence only if and to the extent that user accepts an order from other party in writing or if and to the extent that user performs pursuant to an order, unless other party demonstrates with other means that user has fully and unconditionally accepted other party's order. In the event that user, on request, performs any activity before full agreement is reached on pricing and payment conditions for such performance, other party shall pay user for such performance pursuant to the provisions of articles 6 and 7 at user's then-current fees. To the extent that, contrary to the provisions of the first sentence of this paragraph, an offer from user is binding and other party accepts such offer with minor deviations, such deviations shall not form part of the agreement entered into between other party and user, and an agreement shall be formed consistent with user's offer.
3.3	Acceptance of user’s quotation includes that other party accepts the applicability of these general conditions and renounces on the applicability of his own general conditions.
3.4	Any quotations by user of amounts, measurements, weights and/or other indications of the products and/or services will be carefully made. User can not guarantee, however, that no deviations shall occur. Samples, drawings or models shown or provided shall be indications of the relevant products and/or services only. In the event, that other party demonstrates that the products delivered and/or services performed deviate from user's quotations or from samples, drawings or models in such a manner, that other party cannot reasonably be obligated to accept such products or services, other party shall have the right to rescind the agreement, but only to the extent that such rescission is reasonably necessary.
4.	Agency and distribution agreements
4.1	Other party shall not be an agent or a distributor of user, unless it is explicitly appointed pursuant to a written agency and/or distribution agreement.
4.2	Any agency and/or distribution agreement shall be non-exclusive, except to the extent that it is explicitly provided that the relationship is, in whole or part, exclusive.
4.3	The discount or commission which other party receives as a distributor or agent includes at all times compensation for acquiring a new customer or increasing user's goodwill. Upon termination of the agency and/or distribution agreement, user shall not be obligated to pay any compensation (for damages, goodwill or customers), except to the extent that such compensation is due pursuant to applicable mandatory law.
5.	Amendments and additions
5.1	Amendments and additions to any provision in any agreement and/or the conditions may be made only in writing.
5.2	In the event that any amendment and/or addition as referred to in article 5.1 shall be agreed upon, such amendment or addition shall be valid only for the relevant agreement.
6.	Prices
6.1	All prices of user are expressed in Euro €, exclusive of V.A.T., unless stated otherwise. Unless stated otherwise in user's brochures, price list or other promotional material or unless explicitly agreed in writing and duly signed otherwise, costs of special forms of packing and shipment (including shipment to more than one address), duties and excise taxes, travel and accommodation expenses related to the performance of services, as well as any (other) levies or taxes imposed with respect to any performance shall be separately charged to other party.
6.2	Any change in the factors affecting the price and the additional costs for user as referred to in article 6.1, including purchase prices, exchange rates, duties and other levies imposed on import and export, insurance premiums, freight and other levies or taxes, may be charged by user to other party. Other party shall have the right to rescind the agreement only to the extent that such charges are incurred within three months after acceptance of the order by user and provided that other party can claim rescission based on article 6:235 of the Dutch Civil Code.
6.3	Other party shall indemnify and hold user harmless against any and all costs and damages which may result from the fact that:
-	Other party is not properly registered for purposes of value added tax or other comparable tax in any relevant EC member state; and/or
-	Other party provides incorrect or untimely information to user and/or the tax authorities in any relevant EC member state.
7.	Payment
7.1	In the event of delivery of products, other party shall pay to user at the time of delivery of such products, the amounts charged, in the currency stated in the invoice, unless agreed otherwise in writing. In the event of performance of services, other party shall pay to user the amounts due, in the currency stated in the invoice, within 30 days after date of invoice. Any payments shall, at user's option, be made at user's office or into a bank account as directed by user. In the event of payment at user's office, payment shall be made in cash or in guaranteed checks, unless agreed otherwise.
7.2	Any objections to invoices, specifications, descriptions and prices must be made to user in writing within 10 days. In the event that this is not possible due to circumstances beyond other party's control, other party shall notify user of its objections in any event in writing as soon as possible.
7.3	Any amounts charged to other party shall be paid without any discount or withholding.
7.4	Other party shall not have the right to set-off any claim it may have against user against a claim of user, unless such set-off is based on a final judgment in court or arbitration.
7.5	Other party shall not have the right to suspend its obligations, unless other party submits the dispute to a competent court pursuant to article 21.4 within 30 days after such obligations become due.
7.6	In the event that user at any time develops reasonable doubts as to other party's credit-worthiness and/or in the event that other party repeatedly does not pay correctly or on a timely basis and other party has been reminded at least once by user, user shall have the right to demand that other party pay the purchase price of the products and/or compensation for the services, prior to any further performance, even under existing agreements or that other party provide satisfactory security in the amount of user's claim against other party, which security includes customary cash on delivery, documentary credit such as an irrevocable letter of credit confirmed by a first class bank, cash against documents or cash against delivery.
7.7	In the event that it is agreed that payment shall be made and/or in the event that security shall be provided by means of documentary credit or a bank guarantee, other party shall do so at all times through a bank of good repute.
7.8	In the event any payment has not been made by the last day of the payment term, other party shall be obligated to pay cumulative interest at a rate of 2% monthly as of such day without any notice of default being required.
7.9	In the event that other party fails to pay the amount due, including interest, after by registered letter having received notice of non-payment in which a further term for payment has been granted, other shall be obligated to compensate user for any costs, both in and out of court, including reasonable costs of legal assistance, both in or out of court.
7.10	In the event that user, out of courtesy or otherwise, grants other party an extension of time for the performance of any obligation, such extension shall at all times be final. This granting always has to be in writing and duly signed.
8.	Term of delivery
8.1	The term for delivery of products and/or performance of services indicated by user shall be based upon circumstances affecting user at the time of entering in the agreement as well as to the extent that such term is dependent on performances by third parties, on information given to user by such third parties. The delivery and/or performance term shall be complied with by user as much as possible.
8.2	Terms of delivery or performance commence as of the date of written acceptance of the order by user. In the event that the performance of the agreement by user requires any data or resources to be provided by other party, the terms of delivery or performance shall take effect as of the date on which all necessary data and resources have been provided to user, but in any event no earlier than the date of written acceptance of the order.
8.3	In the event that any term is exceeded, other party shall have no right to damages with respect there to, nor any right to rescind or terminate the agreement, unless the term is exceeded to such an extent that other party cannot reasonably be bound to (the relevant part of) the agreement. Other party shall in such event have the right, after notice of default in which a reasonable further term for performance has been granted but not complied with, to rescind or terminate the agreement by registered letter, but only to the extent that such is absolutely necessary.
8.4	User shall at all times have the right to make partial deliveries of the products.
9.	Delivery and risk
9.1	Delivery of the products, including the costs of delivery and the passing of the risk of loss or damage, shall take place, if the offer or the order confirmation so provides, in accordance with customary conditions of trade, such as freight pre-paid, f.o.b., c.i.f. and c.f. and in any such event the Incoterms 1990 of the International Chamber of Commerce in Paris shall be applicable.
9.2	In the event that the conditions referred to in article 9.1 have not been agreed upon, delivery and the passing of risk of the products and in the packing shall at all times take place at the location and the moment on which the products are ready for shipment to other party. User shall notify other party as soon as possible of such time and location and other party shall take possession of the products as soon as possible, but in no event later than 30 days after notification.
9.3	Other party shall ensure on its part that nothing shall stand interfere with conforming to agreed-upon terms, including terms of delivery, taking possession and installation.
9.4	Should other party fail to take timely possession of the products without a valid ground therefore, other party shall be in default, without any notice of default being required. User shall in such event have the right to store the products at other party's risk and expense or sell the products to a third party. Other party shall in such event still be obligated to pay the purchase sum, increased by storage costs, interest and costs as a compensation of damages, minus the net sales price paid by a third party if the products are sold to a third party.
10.	Force majeure
10.1	In the event that user cannot meet its obligations to other party due to circumstances beyond its control ("force majeure"), such obligations shall be suspended for the duration of the force majeure.
10.2	In the event that the circumstances constituting force majeure have continued for three months, either party shall have the right to rescind in writing the agreement, in whole or in part.
10.3	Force majeure on the side of user shall mean any circumstances beyond user's control which obstruct, delay or make performance of (the relevant part of) its obligations to other party uneconomical or under which performance of such obligations cannot reasonably be required.
10.4	Parties shall advise each other as soon as possible of (possible) force majeure circumstances.
11.	Retention of title
11.1	Notwithstanding actual delivery, title to the products shall pass to other party only after other party has paid in full any amounts due to user with respect to deliveries made pursuant to the agreement or products to be delivered, including the purchase sum, any surcharges, interest, taxes and costs arising out of these conditions or the agreement and any activities performed pursuant to such agreement.
11.2	Any amounts received from other party shall be applied in the first instance to payment of claims which user may have against other party which are not covered by the retention of title set forth in article 11.1. Any further amount received from other party shall be applied in the first instance to payment of compensation of any interest and costs due pursuant to article 7.8 and 7.9.
11.3	Prior to other party obtaining title to the products, other party shall not have the right to lease the products to third parties, nor to have third parties use the products, nor to pledge the products to third parties, nor to vest any other third party rights in the products. Other party shall have the right to sell or deliver the products, to which user retains title to third parties, only to the extent that such sale is necessary within the scope of other party's normal business.
11.4	Other party is obligated to store the products delivered subject to a retention of title carefully and recognizably identified as property of user, and to insure such products against risks such as fire, explosion, damage and theft. At user's first request, other party shall assign all its rights under such insurances with respect to such products to user.
11.5	If and to the extent that the products are owned by user, other party shall immediately inform user in writing of any loss of or damage to any part of the products, or if (any part of) the products are attached or otherwise claimed. Furthermore, other party shall inform user at its first request of the location of the products to which user retains title.
11.6	In the event of attachment, a (temporary) moratorium on payment, or bankruptcy, other party shall immediately inform the attaching official, the conservator or trustee in bankruptcy of user's rights (of ownership).
12.	Intellectual property
12.1	User confirms that, to the best of its knowledge, the products do not infringe any intellectual property rights of any third party in The Netherlands. User cannot, however, indemnify other party against any infringements on any intellectual property rights of third parties.
12.2	In the event that user manufactures or has products manufactured on behalf of other party based on a design other than user's own design, other party shall indemnify and hold user harmless against any infringement with respect to (the manufacturing and use of) the products on any intellectual property rights of third parties.
12.3	Other party warrants that it shall not infringe any intellectual property rights of user or its suppliers with respect to the products and that it shall not allow third parties to do so, e.g. by copying, processing or imitating the products.
13.	Inspection and claims
13.1	Other party shall thoroughly inspect the products or have them inspected immediately after delivery to the place of delivery or after receipt by other party or any third party on behalf of other party, whichever is earlier. Any claims of defects in the materials or manufacturing of the products, as well as deviations from the description given in the orderconfirmation and/or the invoice in quantity, weight, composition or quality of the products, must be notified to user in writing within 8 days after delivery of the products. Defects which cannot reasonably have been discovered within the term set above, shall be notified to user immediately after they have been established and in any event no later than 30 days after delivery of the products
13.2	Upon the discovery of any defect, other party is obligated immediately to cease use, processing, manufacturing or installation of the relevant products.
13.3	Other party shall cooperate with user in any manner required for the investigation of the claim, including by permitting user to make or have an investigation made on site into the circumstances of processing, manufacturing, installation and/or use.
13.4	Other party shall not have any right to claim defects in products with respect to which user is not able to perform such investigation.
13.5	Other party shall not have the right to return the products until user has agreed thereto in writing. The costs of such return shall be for other party's account and the risk of damage to or loss of the products shall remain with other party.
13.6	Other party shall have the right to rescind the entire the agreement because of defects in one lot of products which forms part of a delivery of more than one lot, only in the event that other party can no longer reasonably be bound to the remainder of the agreement.
13.7	In the event that other party submits a claim with respect to defects in any products timely, correctly and on valid grounds, user's resulting liability shall be limited as set forth in article 14.1, according to the kind of claim, taking into account the other provisions of article 14.
14.	Guarantee
14.1	In the event that a claim has been submitted timely, correctly and in accordance with the provisions of article 13 and in user's opinion it has been satisfactorily demonstrated that the products do not function properly, user shall, at its option, either deliver new products to replace the defective products at no charge upon return of the defective products, or to repair the relevant products properly, or grant other party a discount on the purchase price to be mutually agreed upon or credit other party with the purchase price of the defective products upon return of the defective products. By complying with one of the foregoing, user shall be fully discharged of its warranty obligations and it shall not be obligated to pay any (further) damages.
14.2	In the event that user delivers to other party products which user has obtained from its suppliers, user shall in no event be bound to any warranty or liability vis-à-vis other party more extensive than that which user may claim from its suppliers.
14.3	User explicitly does not warrant any recommendation or advice to other with respect to installation or use of the products, nor for any such advice or instructions from other party to its buyers.
14.4	The risk of damages to or loss of the products remains fully with other party in the event that any repairs are made by user to the products, unless such repairs are the result of a defective performance by user and other party cannot reasonably be expected to insure the products against the aforementioned risk.
15.	Liability and indemnification
15.1	User shall in no event be liable for any direct or indirect damages of other party or any third party, including consequential damages (e.g. not being able to cultivate (or timely), deterioration of the structure of the growing system, damage to crop etc.) nonmaterial damages, loss of profit or environmental damages.
15.2	The maximum affordable weight on the gutter-system mentioned in the brochure/quotation/ orderconfirmation has to be considered as an indication of such weight under certain optimal circumstances.
15.3	User shall in no event be liable for any direct or indirect damages, nonmaterial damages, loss of profit or environmental damages of other party or any third party including consequential damages like noxious evaporation or gasses from material, additives, coating or lacquer of which the materials used by user have been manufactured or treated with.
15.4	User shall never be liable for defects of the installation to the extent that the installation has been designed or made based on data given by other party. Nor user shall be liable for all defects of material used on request or advise of other party. User shall in no event be liable for any damage to the installation or buildings when the systems have to be installed/placed in buildings especially meant for these purposes or in soil conditions, which are not suitable or solid enough for the purpose. Other party shall be liable for any damage user may occur in these conditions.
15.5	User's liability to other party on any ground whatsoever shall be limited per event to the relevant contract price (exclusive of V.A.T.), whereby a sequence of events shall be deemed to be one event. In the event that no contractual sum can be established, user’s liability shall be limited to the amount received by it from its business liability insurance.
15.6	The limitations on liability in articles 15.1 and 15.2 shall not apply to the extent that the relevant damages are caused by willful misconduct on the part of user or to the extent that user's liability arises out of applicable mandatory product liability laws.
15.7	Except in the event of willful misconduct or gross negligence on the part of user, other party shall indemnify and hold user harmless against any claims of third parties on any ground whatsoever with respect to damages, costs or interest related to the products or arising out of use of the products, unless other party cannot reasonably bear any blame for the damages.
16.	Other obligations and responsibilities of other party.
16.1	Other party shall at all times timely provide to user any data necessary for the performance of user's activities and shall warrant the correctness there of.
16.2	Other party shall not remove or render invisible in whole or part, any trademark or other identifying marks on the products.
17.	Rescission
17.1	In the event of other party’s seizure or that other party is granted a (temporary) moratorium on payment of its debts, is declared bankrupt or in the event that other party ceases its activities or if other party's company goes into liquidation, all agreements entered into with other party shall be automatically rescinded, unless user notifies other party within a reasonable period of time (on its own initiative or at the request of the conservator or the trustee in bankruptcy) that it requires performance of (part of) the relevant agreement(s), in which event user shall be entitled, without any notice of default being required:
-	to suspend performance of the relevant agreement(s) until payment has been satisfactorily secured and/or
-	to suspend any obligations vis-à-vis other party, such without prejudice to user's other rights pursuant to any agreement whatsoever and without any obligation of user to pay damages.
17.2	Indien wederpartij niet behoorlijk of niet binnen een gestelde termijn of anderszins tijdig voldoet aan enige verplichting die voor hem uit enige overeenkomst mocht voortvloeien, is wederpartij in verzuim en is gebruiker gerechtigd zonder ingebrekestelling of rechterlijke tussenkomst:
-	to suspend performance of such agreement and any directly related agreements until payment has been satisfactorily secured and/or
-	to rescind such agreement and any directly related agreements in whole or part, such without prejudice to user's other rights under any agreement whatsoever and without any obligation of user to pay damages.
17.3	In geval zich een gebeurtenis voordoet in lid 1 of lid 2 zijn respectievelijk alle vorderingen van gebruiker op wederpartij en de bedoelde vorderingen uit hoofde van de betreffende overeenkomst(en) onmiddellijk en in het geheel opeisbaar en is gebruiker gerechtigd de betreffende producten terug te nemen. In dat geval zullen gebruiker en haar gemachtigde(n) zijn gerechtigd om de terreinen en gebouwen van wederpartij te betreden teneinde de producten in bezit te nemen. Wederpartij is verplicht de nodigde maatregelen te nemen teneinde gebruiker in de gelegenheid te stellen zijn rechten te effectueren.
17.4	Except in the event of purchases by consumers, the applicability of article 6:278 of the Dutch Civil Code is explicitly excluded in the event that user rescinds or otherwise takes steps toward rescission, as referred to in article 6:278 paragraph 2 of the Dutch Civil Code, of any agreement entered into with other party.
18.	Transfer of rights and obligations
18.1	User shall have the right to transfer any rights and obligations under any agreement entered into with other party to any third party. In the event that obligations of user are being transferred, user shall notify other party thereof in advance and other party shall have the right to rescind the agreement. User shall not be obligated to pay any damages.
18.2	Other party shall not have the right to transfer its rights and/or obligations under any agreement to any third party without the prior written consent of user.
19.	Exercise of suspension, rescission and nullification rights by user.
19.1	In the event that user, based on the circumstances known to it or which should have been known to it at that time, reasonably is of the opinion that it can lawfully exercise any right to suspend, rescind or nullify, user shall not be liable for any damages to other party and in any event not be liable to pay legal interest, in the event that it is later established that user could not lawfully exercise such rights.
20.	Services
20.1	This article contains specific provisions for services to be performed by user on behalf of other party. To the extent that they conflict, the provisions of this article shall prevail over the other provisions in these general conditions of sale and delivery.
20.2	User warrants that:
-	any services to be performed by it shall be performed in a skilled manner; and
-	for the duration of the agreement any persons to be engaged by user in the execution of the agreement shall comply with any qualifications as to training, skill and experience, which may subsequently be agreed upon.
20.3	Other party shall give user timely access to and provide to user any means and facilities necessary at no charge, whenever the agreed-upon services so require.
20.4	In the event that it appears that the services cannot be performed, in whole or in part, due to the fact that other party does not meet any obligation vis-à-vis user or for other reasons attributable to other party, other party shall compensate user for any costs incurred at user's then-current fees.
20.5	Indien de prijs bij nacalculatie wordt bepaald en dit schriftelijk is overeengekomen, mogen alle door gebruiker gemaakte uren bij het uitvoeren van de diensten, inclusief reisuren, in rekening worden gebracht met toevoeging van kosten van materialen alsmede alle andere in redelijkheid door gebruiker gemaakte kosten ten behoeve van de uitvoering van diensten. Bij nacalculatie zal gebruiker de uren en kosten in de betreffende factuur specificeren.
20.6	Unless provided otherwise, the contract price shall be invoiced and paid in accordance with the following schedule:
-	30 % at entering into the agreement;
-	60 % before commencement of the contractual work;
-	10 % at first completion of the results of the contractual work or at earlier use thereof.
20.7	In the event that other party wishes any additions or amendments to the agreed-upon activities to be performed by user pursuant to the agreement and if user is of the opinion that the level of these activities shall be increased or extended, such shall constitute additional work which - considering the provisions of article 20.8 - shall be separately charged to other party, even if a firm price had been agreed upon between parties.
20.8	In the event that user is of the opinion that there is additional work, it shall notify other party thereof as soon as possible and inform other party on the consequences thereof for the price and the term within which user could perform all its other activities under the agreement. Other party shall be deemed to have agreed to performance of additional work and any costs and consequences related thereto, unless it objects thereto in writing within eight days after notice by user. User may suspend commencement of the performance of additional work until other party gives user a written order thereto. Other party shall, whenever the agreed-upon activities require so, give user timely access to and provide to user any means and facilities necessary at no charges.
21.	Applicable law, obligation of information and competent court
21.1	These conditions, as well as any and all agreements shall be governed by Dutch law. With respect to agreements as referred to in article 6;247 paragraph 2 of the Dutch Civil Code it is, however, explicitly provided that section 3. title 5 of book 6 of the Dutch civil Code shall not apply.
21.2	Third parties shall not become party to any agreement between user and other party based on an implied or explicit third party beneficiary provision ("derdenbeding") in these conditions or the agreement. Article 6:254 paragraph 1 of the Dutch Civil Code does thus not apply.
21.3	In the event that these conditions apply to an international relation with other party, other party shall at all times immediately inform user of any provisions in these conditions, which are not enforceable in the country where other party is established. Provided that user agrees thereto in advance, user shall in such event bear the reasonable costs for any necessary external legal investigation with respect thereto. To the extent that other party fails to meet the obligation in the first sentence of this paragraph, it shall not claim the possible enforceability of such provisions in or out of court and shall indemnify and hold user harmless against any damages arising, unless user has refused to pay the reasonable costs of legal investigation as referred to above.
21.4	To the extent not otherwise required by any applicable mandatory national or international legislation, any and all disputes arising between parties shall, at the option of the summoning or requesting party, be brought before the competent judge of the District Court of Breda, or the court otherwise competent based on national or international legislation.
21.5	The applicability of the following treaties, conventions and laws is explicitly excluded:
-	the Uniform Law on Formation of Contracts for the International Sale of Goods dated 1 July 1964;
-	the uniform Law on International Sale of Goods dated 1 July 1964;
-	all (uniform) legislation based on these treaties in any country;
-	the Vienna Convention on International Sale of Goods 1980 (CISG)

These General conditions have been filed with the Chamber of Commerce in Breda, The Netherlands, under number 20105750 at June 18, 2002 and shall be sent to other party at its first request at no charge.