GENERAL CONDITIONS

Registered at the Chamber of Commerce in Groningen on 10 September 2003, under number 02080935

Science Plus Group bv
Kadijk 1
9747 AT GRONINGEN

Article 1 Definitions
User    : Science Plus Group bv
Non-consumer   : a principal acting in conducting a business or a profession
Buyer/other party   : the non-consumer

Article 2 Applicability
1 These conditions apply to all offers and all agreements between Science Plus Group bv, hereafter to be called Science Plus Group bv, and a buyer for which Science Plus Group bv has declared that these conditions apply, inasmuch as the parties involved have not explicitly deviated from these conditions.
2 Applicability of buying or other conditions, if any, by the buyer are explicitly rejected.

Article 3 Catalogue and quotations
1 No rights can be derived from the prices quoted in the Science Plus Group bv catalogue; these prices can be altered unlimited, a/o. in connection with the market fluctuations of foreign currency.
2 The quotations offered by Science Plus Group bv are without engagement, unless stated otherwise explicitly in writing.
3 Science Plus Group bv can only be held to its quotations if the acceptance of such is confirmed to him in writing by the buyer within 30 days.
4 In a compound quotation the user is not obliged to deliver part of the goods included in the quotation for a corresponding part of the price quoted, nor does our quotation automatically extend to further orders.
5 The prices mentioned in the quotation are VAT excluded, unless mentioned otherwise.  Buyers from the Netherlands are obliged to pay VAT in all cases.  Buyers from one of the other countries in European Community are obliged to pay 19 % VAT as well, unless the buyer has a VAT number.  Buyers from a country outside the European Community have to pay the import duties of their country.  This payment must be made to the authorities of this country.

Article 4 Delivery
1 The other party is obliged to accept the goods bought at the moment that these are delivered to him, or at the moment that said goods are put at his disposal according to the agreement.
2 If the other party refuses to accept the goods or is negligent in supplying information or instructions necessary for delivery, the goods will be stored at the risk of the other party.  The other party will then be obliged to pay all added expenses, including in any case the costs of storage.

Article 5 Time of delivery
1 A time of delivery agreed upon is not a decisive term [fatale termijn], unless agreed otherwise.
2 If delivery is not made on time, the buyer therefore has to hold Science Plus Group bv liable in writing and has to set a reasonable term for Science Plus Group bv to meet its obligations as yet.
3 The delivery time quoted by Science Plus Group bv does not start until all data needed are at its disposal.

Article 6 Partial deliveries
1 Science Plus Group bv is allowed to deliver goods sold in parts.  This does not apply if the partial delivery does not have an independent value.
2 If goods are delivered in parts, Science Plus Group bv is entitled to invoice each delivery separately.

Article 7 Technical demands
1 If the goods to be delivered in the Netherlands are to be used outside the Netherlands, Science Plus Group bv is not responsible for the compliance of the goods to be delivered to the technical demands, requirements or regulations of the country where the product is to be used. This does not apply if, in reaching the agreement, use abroad has been mentioned and all necessary data and specifications have been supplied.
2 All other technical demands made by the buyer on the goods to be delivered and those deviating from the normally applied demands have to be stated explicitly by the buyer on reaching a sales agreement.

Article 8 Samples, models and examples
1 If Science Plus Group bv has shown or provided a sample, a model or an example this will appear to have been shown or provided only as an
indication; the qualities of the goods to be delivered can deviate from the sample, model or example, unless it was explicitly stated that delivery 
would be made conform to the sample, model or example.

Article 9 Dissolution of the agreement
1 Demands by Science Plus Group bv on the buyer are claimable immediately in the following cases:
If, after reaching an agreement, Science Plus Group bv receives information concerning circumstances, giving Science Plus Group bv reasonable grounds for fear that the buyer will not meet his obligations;
 If, on reaching the agreement, Science Plus Group bv has asked the buyer guarantees for fulfillment and such guarantees are either not supplied or are insufficient.
In said cases Science Plus Group bv is authorized to suspend further implementation of the agreement or to dissolve the agreement, both of which actions in no sense diminish Science Plus Group bv's right to claim damages.
2 If circumstances occur regarding persons and/or materials which Science Plus Group bv employs or usually employs, whose nature is such that implementation of the agreement will be either impossible or of such great difficulty and/or at such disproportionately high costs that observance of the agreement can no longer be demanded in all reasonableness, then Science Plus Group bv is authorized to dissolve the agreement.

Article 10 Reservation of property rights
1 All goods delivered by Science Plus Group bv will remain the property of Science Plus Group bv until the buyer has met all following obligations from all his sales agreements reached with Science Plus Group bv:
 the compensation regarding delivered or to be delivered goods themselves.
 claims, if any, for non-compliance by the buyer of (a) sales agreement (s).
2 Goods, delivered by Science Plus Group bv, that, according to paragraph 1, come under property rights, may only be resold in accordance with normal conduct of business and may never be used as currency.
3 The buyer is not authorized to pledge or in any other manner encumber the goods which come under property rights.
4 Already, at this time, the buyer grants unconditional and irrevocable permission to Science Plus Group bv or a third party to be appointed by Science Plus Group bv in all cases where Science Plus Group bv wishes to exercise its rights of ownership to enter all those premises where Science Plus Group bv's properties may be then held and to take those properties from these premises.
5 If third parties claim, wish to exercise or claim any rights to the goods delivered under property rights, the buyer is obliged to inform the user of this as soon as can reasonably be expected.
6 The buyer is obliged to insure the goods delivered under property rights and to keep these insured against fire, explosion or water damages and also against theft and to show the insurance policy at first request.

Article 11 License
The product is delivered including a license, stating the rights and duties of the buyer.

Article 12 Defects; terms for complaints
1 The buyer is obliged to inspect/to have inspected the bought goods at delivery or as soon as possible after delivery.  In doing so the other party needs to ascertain if the delivered goods fulfill the agreement, to wit:
 if the proper goods have been delivered;
 if the goods delivered tally with the agreement as far as quantity is concerned ( e.g. the bulk and the number) ;
 if the goods delivered meet the quality demands agreed upon, or, in the absence of these, the demands that can be set for normal use and/or business purposes.
2 If visible defects or deficiencies are ascertained, the buyer is obliged to report this in writing to Science Plus Group bv within 8 days of delivery.
3 The buyer is obliged to report non-visible defects within 3 days of discovery but no later than 30 days after delivery, to Science Plus Group bv in writing.
4 Even if the other party puts in a timely claim, his obligation for payment and taking delivery of the goods remains.
5 Goods can only be returned to Science Plus Group bv after prior permission in writing.

Article 13 Price / Increase in price
1 Unless stated otherwise our prices are:
 In  Euros
 excluding VAT or import duties
 for a "single-user"
 including normal dispatch costs (at the request of the buyer the order can be sent by express mail, these costs are not included in the price and must be paid to Science Plus Group bv separately)
2 If Science Plus Group bv agrees to a certain price with the other party, Science Plus Group bv nonetheless has the right to increase the price. Science Plus Group bv is entitled to charge the valid price on delivery according to the current price list.
3 If the increase in price is more than 10 % of the amount on the quotation, the buyer has the right to dissolve the agreement.

Article 14 Payment
1 Buyers from outside The Netherlands are obliged to prepay the goods. Payment by buyers from The Netherlands has to be made within 30 days after the date of invoice, in one of the manners of payment proscribed by Science Plus Group bv, in the currency on the invoice. Buyers from the Netherlands are obliged to pay in Euros, buyers from abroad are obliged to pay in Euro’s or American dollars ( US $).
2 After the term of 30 days has expired, the buyer is legally in default; from the moment of default the buyer owes an interest of 1 % per month over the claimable amount, unless the legal interest is higher, in which case the legal interest applies.
3 In case of liquidation, bankruptcy or suspension of payment of the buyer, Science Plus Group bv's claims on the buyer and the buyer's obligations towards Science Plus Group bv will be claimable immediately.
4 Payments made by the other party always serve primarily to cover all interest and costs due and secondarily all claimable invoices that have been in arrears longest, even if the buyer states that the payment concerns a later invoice.

Article 15 Costs for collection of debts
1 If the buyer is in arrears or in default of meeting one of his obligations, all reasonable costs to receive settlement outside the court will be for the expense of the buyer.  In any case the buyer owes:
 over the first  3.000.- 15%
 over the surcharge up to   6.000.- 10%
 over the surcharge up to 15.000.- 8%
 over the surcharge up to 60.000.- 5%
 over the surcharge  3%
2 If Science Plus Group bv can show having incurred higher expenses, which were reasonably necessary, these costs can also be considered for settlement.

Article 16 Liability
Science Plus Group bv is liable to the buyer only in the following manner:
1 Science Plus Group bv is not liable for damages as a result of defects in the product, but the buyer must claim damages on the liability of the producer of the product.
2 Science Plus Group bv is solely liable for damages that result from defects in delivery and that have been caused intentionally or by gross faults of Science Plus Group bv or its employees.
3 Science Plus Group bv's liability is limited to the amount of compensation that the insurer of the user would pay in said case.

4 If the insurer does not cover or compensate damages in a single case, and if Science Plus Group bv is liable, Science Plus Group bv's liability is limited to twice the value of the invoice of the transaction, to wit that part of the transaction that the liability applies to.

Article 17 Force majeur
1 In these conditions force majeur means, apart from its meaning in the legal sense and in the jurisprudence, all outside causes, anticipated or not, on which Science Plus Group bv has no influence, but which can cause Science Plus Group bv being unable to fulfill its obligations, including work strikes in the Science Plus Group bv company.
2 Science Plus Group bv can also claim force majeur, if the circumstance prohibiting (further) fulfillment occurs after Science Plus Group bv should have fulfilled its obligation.
3 During force majeur delivery and other obligations of the user are suspended.  If the period, during which Science Plus Group bv is unable to fulfill its obligations due to force majeur, extends over a period longer than two months, both parties are authorized to dissolve the agreement, with no obligation for damages in that case.
4 If Science Plus Group bv, when force majeur occurs, has already either partially fulfilled its obligations, or can only partially fulfill its obligations, Science Plus Group bv is entitled to invoice that part already delivered or to be delivered separately and the other party is obliged to pay this invoice as if it were a separate contract.  This does not apply if the part already delivered or to be delivered does not have an independent value.

Article 18 Arbitration
To the exclusion of others the Court in Groningen is authorized to be informed of disputes between Science Plus Group bv and the buyer, unless
the cantonal judge ["kantonrechter"] is qualified.  Nonetheless, Science Plus Group bv has the right to subpoena the other party before a judge,
qualified by law.

Article 19 Applicable law
Dutch law applies to all agreements between Science Plus Group bv and the buyer.

Article 20 Alterations
These conditions have been registered at the office of the Chamber of Commerce in Groningen.
Science Plus Group bv is authorized to make alterations in these conditions. These alterations will take effect at the point in time announced.
The version last registered or the version in force at the time of said transaction will always apply.