Welcome to A.A.B. International BV, worldwide computer component suppliers

Standard terms and conditions :

1. INTRODUCTION

1.1 In these Terms and Conditions the following terms shall, unless the context otherwise requires have the meanings set out below:- "Contract" means any agreement between A.A.B. International B.V. (A.A.B.) and the Customer for the supply of Products, which expressly or by implication incorporates these Terms and Conditions. "Customer" means the party named in the invoice. "Delivery address" means the address as the point of delivery as notified by A.A.B. to the Customer. "Delivery Date" means the delivery date as notified by A.A.B. to the Customer. "Invoice" means the invoice prepared by A.A.B. and issued to the Customer. "Price" means the total price for the Products as specified in the invoice. "Products" means A.A.B. 's products supplied to the customer. 1.2 This Contract constitutes the entire agreement between the parties with regard to the supply of Products to the Customer. Each party confirms that it has not relied upon any representation not recorded in this document inducing it to enter into the Contract. No variation of these terms and conditions will be valid unless confirmed in writing by authorized signatories of both parties. 1.3 If these Terms and Conditions are incorporated by reference into any other form of agreement between A.A.B. and the Customer and that other agreement is currently in effect at the time the Contract is made, so that the Contract constitutes a contract for the purposes of that agreement, the terms and conditions of the agreement will prevail in the event, but only to the extent of any conflict of meaning with these Terms and Conditions.

2. PRICE AND PAYMENT

2.1 Applicable taxes, import duties and other duties are not included in the Price and will be charged in addition unless agreed otherwise. Value Added Tax will be charged at the rate appropriate at the date of the invoice. 2.2 Payment of the Price or any partial payment thereof and any other charges due under the Contract must be made in the currency stipulated in the invoice and must be made by an irrevocable telegraphic transfer of funds directly to our bank account, wired and value dated on the date as agreed upon in the invoice. Details of bank accounts will be mentioned in the invoice. 2.3 Payment shall be made in advance, if not agreed separately in writing or marked on the front of the invoice. Unless otherwise agreed in writing, payment shall be made without set-off, deduction or withholding. All payments which are not received when payable shall be considered overdue and A.A.B. reserves the right to charge interest on a daily basis at an annual rate equal to the published Base Rate of the Rabobank Vecht en Plassen in Maarssen (The Netherlands) prevailing from time to time plus 3%. 2.4 Selling prices are subject to alteration without notice and A.A.B. reserves the right to invoice at the prices ruling at the date of dispatch, if and to the extent that there is any increase in the price or cost to A.A.B., by reason of any foreign exchange fluctuations, currency regulations, rates of insurance alterations in duties or import variations in the cost of raw material or labour or utilities or transport or by reason of any cause (whether or not of the same nature as the foregoing), beyond the control of A.A.B. 2.5 Without prejudice to any of A.A.B. 's other rights if the Customer materially breaches these Terms and Conditions, including but without limitation, by failing to effect any payment due to A.A.B. under the Contract in accordance with Clause 2.1, 2.2, 2.3 and 2.4 above, A.A.B. shall have the right to terminate or suspend the Contract in whole or in part. Following such termination or suspension A.A.B. shall be entitled to recover from the Customer all sums owing in respect of the Contract (and in respect of any other Contracts under which the Customer has failed to make due payment) including without limitation the Price with any interest charge payable thereon, together with all damages sustained, and all costs (including full legal costs on a solicitor and own client basis), charges, expenses and losses reasonably incurred, as a consequence of such suspension or termination.

3. TITLE

3.1 The risk in the goods shall pass to the Customer on dispatch from the A.A.B. 's warehouse, plant or store, wheresoever located and by whatever transport. 3.2 Title to the Products is vested in A.A.B. Only when the Price, all taxes and other charges due under the Contract have been paid in full, will title to the products supplied under the Contract pass to the Customer. 3.3 Until such time as title to the Products passes to the Customer, the Customer shall hold the Products as A.A.B. 's fiduciary agent and bailey, and shall keep the Products separate from those of the Customer and third parties and properly stored, protected and insured and identified as A.A.B. 's property. 3.4 Until such time as title to the Products passes to the Customer (and provided the Products are still in existence and have not been resold) A.A.B. shall be entitled at any time to require the customer to deliver up the Products to A.A.B. and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products. 3.5 The Customer shall not be entitled to pledge or in any way charge by way of security or any indebtedness any of the Products which remain the property of A.A.B. but if the Customer does so, all moneys owing by the Customer to A.A.B. shall (without prejudice to any other right or remedy of A.A.B. ) forthwith become due and payable.

4. DELIVERY

4.1 Delivery will be effected at the Delivery Address. 4.2 The Delivery Date is approximate only and not of any contractual effect. While A.A.B. will use all reasonable endeavors to meet the Delivery Date it will not be liable for any loss or damage whether direct, indirect or consequential profit, business revenue, goodwill or anticipated savings incurred by the Customer as a result of any failure to deliver on such particular date and or time. 4.3 Each delivery of Products under the Contract will be deemed to constitute a separate enforceable contract to which these Terms and Conditions will apply. 4.4 If the Customer refuses or fails to take delivery of Products tendered in accordance with the Contract, delivery will nevertheless be deemed to have taken place for the purpose of A.A.B. 's rights to payment and A.A.B. will be entitled to store the products at the Customer's risk and expense, including all transportation charges. 4.5 The Customer shall inspect the Products on delivery and shall notify any alleged shortage in quantity, damage or failure in the "proof of delivery". If the Customer fails to notify A.A.B. in the "proof of delivery" the Products shall be conclusively presumed to be in accordance with the Contract. 4.6 lf the Products are not in accordance with the Contract the sole remedy of the Customer shall be limited to A.A.B. making good any shortage by replacing such Products or if A.A.B. shall elect by refunding a proportionate part of the Price.

5. PRODUCT WARRANTIES

5.1 Where the products are installed for use in conjunction with other products not supplied by A.A.B., the Customer will solely be responsible for ensuring that the Products are compatible with such other products, and A.A.B. disclaims all liability in this connection. 5.2 Products are warranted in accordance with any manufacturers warranty supplied and in the event that no such warranty is supplied then the products are warranted against defects in workmanship and materials for a period of 90 days from the date of delivery (unless otherwise specified in the Invoice). The sole obligation of A.A.B. under such warranty will be limited to the replacement of products which prove defective during the warranty period provided that (1) A.A.B. has been notified within such warranty period of such defect; (2) A.A.B. has issued an appropriate authorisation; and (3) such defective component has been returned to A.A.B., undamaged, complete and identified in accordance with A.A.B. 's instructions, within 7 days of receipt of such authorisation. All replaced Products will become A.A.B. 's property . 5.3 Where any Product is to be returned to A.A.B., the expense, responsibility and risk of delivering the Product to A.A.B. shall be borne by the Customer, A.A.B. shall assume the expense and responsibility of redelivering the Product to the Customer . 5.4 The stated warranties apply only to the Customer and not the initial end user of the products and are contingent upon proper treatment and use of the Products with no unauthorised modifications and maintenance, at a safe and suitable premises. 5.5 If, in A.A.B. 's absolute discretion the product cannot be replaced within a reasonable period of time, A.A.B. may instead return the price to the customer .

6. TAXES

6.1 The Customer undertakes, is responsible and claims full liability for all local taxes, included VAT, that are due on any goods supplied by A.A.B. A.A.B. disclaims all liability in this connection. 6.2 With T1 shipments customer declares to be responsible for custom clearance.

7. LIMITS OF LIABILITY Exclusions and limitations

7.1 No liability will be accepted by A.A.B. in case of : (a) death or personal injury resulting from the negligence of A.A.B., its servants or agents; (b) for fraudulent misrepresentation or for other fraud: 7.2 Save as provided in these Terms and Conditions A.A.B. 's liability for breach of the Contract shall not exceed (in the aggregate of all damages, costs, fees and expenses capable of being awarded to the customer), the Price. 7.3 A.A.B. accepts no liability for any indirect or consequential loss or damage (howsoever arising, and whether or not caused by misrepresentation, negligence other tort, breach of contract of statutory duty) or for loss of profit, business, revenue, goodwill or anticipated savings. 7.4. All implied warranties, including but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, are hereby excluded.

8. FORCE MAJEURE

8.1 A.A.B. shall not be liable for failure to perform its obligations in the event such performance is prevented or hindered by reasons of force majeure. Force majeure shall be deemed to mean all causes beyond the reasonable control of A.A.B. (including without prejudice to the generality of the foregoing any delays arising from the act, omission or default of any of A.A.B. 's suppliers or sub-contractors), fires or industrial disputes.

9. LIFE ENDANGERING APPLICATIONS

9.1 The products are designed for standard commercial use and are not intended to be installed or used in hazardous or life-threatening environments or for potentially life-endangering applications, including but not limited to environments or applications involving safety critical systems in the nuclear industry or the control of aircraft in the air. The Customer undertakes not to use or supply the Products for any of these purposes and agrees to indemnify and hold A.A.B. harmless from and against all liabilities and related costs arising out of the use of any of the Products for any of these purposes.

10. ASSIGNMENT

10.1 The Customer shall not assign its rights or obligations under the Contract except with the prior written consent of A.A.B.

11. SEVERABILITY

11.1 In the event that any or any part of the Contract shall be determined invalid, unlawful or unenforceable to any extent. such term, condition or provision shall be severable from the remaining terms conditions and provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

12. LAW AND JURISDICTION

12.1 The Contract shall be subject to and interpreted in accordance with Dutch Law and the parties hereby submit to the non exclusive jurisdiction of the Dutch Laws in all matters arising out of the Contract.

13. NOTICES

13.1 Any notice to be served by either party pursuant to the Contract is to be sent by registered mail or fax to the other parties address as specified in the Invoice, or to such different address as may be notified, subsequent to delivery of the invoice, by registered mail or fax in accordance with this clause.