GENERAL TRADE CONDITIONS AGRICULTURAL EQUIPMENT AND GEAR (AHL 1992) (filed with the Clerk of the Arnhem District Court in December 1992)

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1 GENERAL TRADE CONDITIONS AGRICULTURAL EQUIPMENT AND GEAR (AHL 1992) (filed with the Clerk of the Arnhem District Court in December 1992) These General Trade Conditions Agricultural Equipment and Gear (AHL) - after consultation in the Foundation Mechanization Centre - are established by: - the Central Agency Mechanization Enterprises (in Dutch: Centraal Orgaan Mechanisatiebedrijven, COM) - the Association of Suppliers of Agricultural Property and Gear (in Dutch: Vereniging van Leveranciers van Agrarische Bedrijfsgebouwen en uitrusting, VABU) - the Association of Importers and Manufacturers and Wholesalers of milking and storage equipment, as well as automation for the livestock (in Dutch: Vereniging van Importeurs en Fabrikanten van en Groothandelaren in melkwinning- en bewaarapparatuur alsmede van automatisering voor de veehouderij, VEMI) - the Association of Traders in Agricultural Equipment and Tractors (in Dutch: Vereniging van Handelaren in Landbouwwerktuigen en Tractoren, V.H.L.) - the Association of Importers and Wholesalers of Agricultural and Horticultural machinery (in Dutch: Vereniging van Importeurs van en Groothandelaren in Land- en tuinbouwmachines, VIMPOLTU) - the Association of Regional Importers and Wholesalers of Agricultural and Horticultural machinery (in Dutch: Vereniging van Regionale Importeurs en Groothandelaren in Land- en Tuinbouwmachines, VOHIL) and the Agricultural Board (in Dutch: Landbouwschap). Article 1 General 1.1 The General Trade Conditions Agricultural Equipment and Gear (AHL) are applicable to all offers and agreements of purchase and sale with respect to new equipment and gear together with integrated computer systems, by their nature intended for the use on arable, pasture, livestock, horticultural, fruit growing, forestry, or similar enterprises, as well as agreements of purchase and sale with respect to new computer systems and/or computer programs intended by parties for use by one or more of the abovementioned enterprises a. Equipment as referred to in paragraph 1 does not include hand tools. b. Equipment as referred to in paragraph 1 is understood to include company equipment that tends to be used in a fixed location including the installation and assembly. c. Computer systems as referred to in paragraph 1 are understood to include digitally operated electronic equipment, equipped with one or more processing units (processors) and means for data storage, including adjustments of the parameters in the programming but further including the re placement of the programming itself. d. Computer programs as referred to in paragraph 1 are understood to include software as defined in Article 14 paragraph 1. Article 2 Offers 2.1. Offers of seller with respect to a computer system, with or without associated software, are based on a specified quotation Offers should include the stipulation that the agreement shall be entered into under the AHL If a computer system is offered, the quotation should state under which conditions the multi-year maintenance service agreement could be concluded Offers are non-binding Technical data such as dimensions, weights and capacities are indicated in accordance with measurements current in the Netherlands, truthfully provided in good faith. They are non-binding, unless stated otherwise. Alle leveringen geschieden op grond van de leveringsvoorwaarden AHL van 7

2 2.6. Documents of a purely technical nature remain the property of seller provided they are authenticated as such. Upon first request of seller, they should be returned post-paid and may not be made public by purchaser. The seller has similar obligations if any such documents are provided by the purchaser In this article seller and purchaser also refer to prospective seller and prospective purchaser. Article 3 Agreement 3.1. The applicability of the AHL should preferably be evidenced by an agreement signed by the parties as referred to in paragraph 2 of Article 3. If such a document is missing, the applicability of the AHL can be proven in a different manner by the party who invokes it The sale/purchase agreement (hereinafter referred to as agreement ) contains in addition to the date and the location of the agreement, the stipulation that this agreement was entered into under the AHL and also a clear indication of: a. the brand, the type and the version of the equipment or gear. b. that which is payable by the purchaser in this respect. c. the relevant value added tax stating the applicable rate. d. the payment terms. e. any stipulations with regard to packaging. f. the date(s) of delivery and/or installation. g. the date of the commissioning if performed by the seller. h. the location and manner of delivery and for whose account and risk the transport takes place. i. the information the seller provides in order to determine the installation site if it concerns a computer system The AHL apply in full unless a deviation applies, in which case such deviation should be recorded in writing in an agreement under a penalty of nullification Dutch law applies to agreements entered into under the AHL. Article 4 Prices Agreed prices are binding with the understanding that: a. seller reserves the right to adjust the price, if changes in purchase prices, exchange rates, salaries, social or other charges, import duties or other taxes, transport prices, etc. occur before the agreed time of delivery or installation, provided he informed the purchaser of these price adjustments in a timely fashion. b. purchaser is entitled to cancel the concluded agreement, if the seller increases the price as referred to under a., provided he informs the seller in writing of his decision within ten days after receipt of a timely notice of a price increase and compensates the seller for the necessary costs as incurred for the execution of the agreement. c. In case of amendment or addition to the agreed activities, either assigned by the purchaser, or due to the fact that the information provided was incorrect or incomplete, the purchaser must pay the additional costs concerned. Article 5 Installation and assembly activities 5.1. The timely and correct implementation of all provisions necessary for the preparation of all gear to be assembled as referred to in Article 1 and/or the correct operation of this gear in an assembled state is for the risk of purchaser and not the responsibility of the seller, unless the implementation of the relevant provisions are implemented by or on behalf of the seller. The seller is responsible for the accuracy of the information and drawings provided by him. Alle leveringen geschieden op grond van de leveringsvoorwaarden AHL van 7

3 5.2. The purchaser ensures, for his own account, that: a. personnel of seller can start the activities as soon as they arrive at the place of installation, that they are able to perform the activities without disturbance at all times during the standard working hours and also outside of standard working hours, if the seller deems it necessary to plan the start and/or the end of the activities outside of standard working hours and he informs the purchaser in a timely fashion. b. appropriate eating and shelter facilities for personnel of the seller are present. c. access roads to the location of the installation are suited to the necessary transport. d. the designated building site is suitable for storage and installation. e. storage sites for materials, tools and other goods are present and lockable if seller requires this. f. auxiliary employees, facilities like gas, water, electricity, heating and lighting, as well as agreed auxiliary equipment is made available in time and at the right place at the request of the seller. g. all legally required safety and additional precaution measures, excluding personal protection measures, are taken and maintained. h. the delivered goods for assembly are not removed from the agreed temporary storage location, unless the relocation is agreed upon with the seller In the case of a delay, due to failure to meet one or more of the conditions as referred to in the first paragraph or second paragraph of this Article, an extension of the assembly time is allowed which is, taking all circumstances into account, considered to be reasonable Costs directly arising from not complying or not complying in a timely fashion with one or more of the conditions stated in this Article are for the account of the purchaser. Article 6 Risk 6.1. The purchased goods are for the account and the risk of the purchaser: - for the moment of delivery of equipment, in which a computer system might or might not be integrated. - from the moment of delivery of gear or parts thereof at work, in which a computer system might or might not be integrated, which gear should be assembled and/or installed. - from the time of delivery of a non-integrated computer system or for computer software If the agreement involves the sale of new equipment or new gear in exchange for used equipment and/or used gear and purchaser pending the delivery of such new goods continues using the old goods, the latter a priori becomes property of the seller after it has been made available to the seller. While they are being used, all costs and in particular those of maintenance and potential damage from any cause whatsoever (including those caused by loss) remain for the account and risk of purchaser. Article 7 Payment and retention of title 7.1. Unless otherwise agreed, payments of the purchase price occur immediately after provision of the purchased goods to the purchaser or after the conclusion of the intended activities, if assembly and/or installation have been agreed In case of late payment by the purchaser, the seller is entitled to claim final payment of interest equal to the statutory interest rate over the purchase price or the remainder thereof, starting from the date of maturity and without notice of default being required With regard to the payment of the purchase price, settlement is excluded In case of non- or partial payment of the purchase price, the seller is entitled to claim from the purchaser all costs that are made to enforce performance of his financial obligation towards seller, including judicial as well as extrajudicial costs associated with the recovery of the claim of seller. Alle leveringen geschieden op grond van de leveringsvoorwaarden AHL van 7

4 7.5. Prior to delivery or at delivery, the seller is entitled to continue securing guarantee for the performance of payment obligations by purchaser Refusal by purchaser to provide the required guarantee gives the seller the right to nullify the agreement legally without prejudice to his right to claim compensation for any damage suffered The purchase price or the remainder thereof is immediately due if; - (one or more) agreed payment terms are not observed; - purchaser goes bankrupt, requests suspension of payment or guardianship; - any garnishee orders or claims are attached by third parties on the purchaser; purchaser dies or, being a legal entity, is dissolved, or the enterprise of the purchaser is liquidated As security for the correct performance of the payment obligations, the seller retains the title of property of the delivered item up to the date of full payment, without prejudice to potential settlement entitlement of parties. For as long as purchaser has not fulfilled his payment obligations, he is not entitled to transfer title and property of the item, supplied by the seller, or to place a lien on aforementioned items When the purchaser is in default and up to the moment that payment of the owed amount by the purchaser has taken place, with and after due notice of default submitted, the seller has the right to recall items delivered under retention of title, and also has the right to disassemble parts of the gear that were assembled and to take possession of the released materials Both seller and purchaser have the right to consider the agreement fully or partially void under law, with immediate effect, when the counterparty is granted temporary or definite suspension of payment, or the counterparty is declared bankrupt. The declaration of dissolution under law of the agreement with respect to one of these arguments occurs by means of a registered letter to the counterparty. Article 8 Special rights 8.1. Seller at all times reserves the intellectual property rights with regard to those matters he delivered to purchaser Seller agrees to treat all proprietary company information of purchaser as confidential information regard less of how and when the information was acquired. Seller shall oblige its personnel and potential sub-con tractors to the same. Article 9 Commissioning 9.1. The commissioning shall occur at delivery, unless parties agree otherwise. Commissioning occurs for the responsibility of seller. Purchaser can waive his right to commissioning in writing Seller needs to fully instruct the purchaser or have the purchaser fully instructed at the date of commissioning with regard to use, maintenance and other matters which the user needs to take into account so as to be able to use the goods correctly If the instructions as referred to in paragraph 2 are provided in writing, they shall be written in Dutch In addition to what is stipulated in paragraph 1 to 4, the seller of a computer system always needs to provide a written instruction that will allow purchaser to obtain proper operation of the computer system according to the agreed purposes Purchaser provides all necessary auxiliary personnel, auxiliary equipment and facilities such as gas, water, electricity, heating and lighting as desired by the seller at the correct location in a timely fashion. Alle leveringen geschieden op grond van de leveringsvoorwaarden AHL van 7

5 Article 10 Guarantee The seller guarantees the proper operation of the delivered goods during a period that terminates six months after the commissioning, or at a later date as determined by the manufacturer, under the conditions that aforementioned commissioning can occur within a reasonable term after delivery and that the seller is notified in a timely fashion of goods not functioning properly. He is obliged to repair or replace parts of the delivered goods which have been damaged by improper assembly by or on behalf of the seller, or parts that, according to the reasonable judgement of the manufacturer or the first supplier on his behalf, are considered to have been damaged due to the use of improper materials and/or faulty construction In deviation of the mentioned guarantee period of six months as mentioned in the first sentence of paragraph 1, while maintaining the rest, the guarantee period which applies to the delivery of a computer system is three months after commissioning or longer if the manufacturer determines a longer period of time The guarantee as referred to in paragraph 1 and paragraph 2 also applies to those parts of the delivered goods that are not manufactured by the seller or a manufacturer represented by the seller. If disputes arise regarding these parts, then seller is obliged to consult the manufacturer of these parts or his representative as an expert Wages arising from and relating to the repair of a default are, in as far as the manufacturer offers compensation, for the account of the seller under the condition that the labor time is in accordance with the time that the manufacturer has determined. All other necessary incurred costs are for the account of the purchaser All activities that are performed as part of the guarantee occur in principle during standard working hours. If activities need to be performed outside of working hours due to actions of the purchaser, the surcharges on wages and the necessary additional surplus costs are for the account of the purchaser If seller is not provided with sufficient opportunities to remedy an occurring defect, all resulting costs are for the account of the purchaser All documents relating to the replacement or repair activities performed as guarantee activities, including those performed by others than the seller, are submitted by the seller to the purchaser at his request. Guarantee statements for replacement parts are submitted by the seller to the purchaser at his request. The replaced parts become property of the seller The guarantee does not apply if purchase or third parties without written consent of seller perform activities to the delivered goods The guarantee also does not apply if the delivered goods are not handled in accordance with the instructions provided at the commissioning or if they are not used for the purposes to which they had been sold. Article 11 Liability Notwithstanding relevant statements in other stipulations, seller is never liable for any damage caused to the delivered goods, or caused by the delivered goods to the purchaser or others, unless seller has been able to, within reason, take out insurance for said damage according to the standards set by the Board of the Foundation Mechanization Centre (or its legal successor) Without prejudice to paragraph 1, seller of a computer system and/or computer software is never liable for consequential damage, including indirect damage and loss of profit, except for damage, if and when applicable, within the meaning of Article 6 paragraph 190 of the Dutch Civil Code for which seller as manufacturer is liable pursuant to Article 6 paragraph 185 c.s. of the Dutch Civil Code. Alle leveringen geschieden op grond van de leveringsvoorwaarden AHL van 7

6 Article 12 Claims Claims with regard to immediate and observable deviations from the order confirmation, the delivered goods or the invoicing respectively must be submitted within ten days after the order confirmation has been received, the delivery has occurred or the invoice has been received respectively A claim regarding delivered goods shall not influence previously delivered goods nor to be delivered goods even if those goods have been or will be delivered in order to implement the same agreement, unless the operation of the previously delivered goods depends on the condition of the goods involved in the claim The seller takes immediately effective measures after receipt of the claim Submitting a claim does not release purchaser from the obligation to pay If at the time of delivery is appears that the delivered goods do not comply with the agreement, the purchaser has a right to immediate adjustment and/or addition, unless it concerns a difference of minor importance. Article 13 After-sales service The seller shall be able to perform after-sales service or have it performed in such a way that purchaser is ensured of use of the delivered goods in a manner that is as undisturbed as possible If seller is given insufficient opportunity to remedy a defect, all resulting costs are for the account of the purchaser If the performance of overhaul is agreed upon, the seller should record these in the agreement or on the invoice. He may refer to the relevant separate description that is handed over to the purchaser. In any case it should be stated who performs the overhaul, what it entails and how many times it should occur on which particular dates, as well as who shall bear the costs. Article 14 Computer software Computer software including system programs consists of all programs and data files that are offered or provided by seller in whatever format, including all relevant documentation All software and programs provided by seller remain the property of seller. Seller provides purchaser with a license for continuous use of the programs. Purchaser is not allowed to alienate these programs or give them to third parties under whatever title or for whatever purpose, nor is purchaser allowed to allow third parties to use them or disclose them to third parties Seller is entitled to install program technical or system technical precautions in order to take preventive measures to protect property rights Purchaser is not allowed to copy software other than for personal use or have third parties copy it, unless written consent is obtained from the seller If (parts of) the programs of seller are made available to third parties by negligence or omission of purchaser, seller obtains the right to an immediate claimable fine that is equal to three times the amount paid for the user rights of the programs provided without prejudice to the right of seller to claim compensation of the purchaser If seller is declared bankrupt or decides to liquidate, purchaser may claim provision of the source code(s) or copies thereof as well as all information and/or documentation necessary to ensure the operation of the computer system and the programs. For that reason seller provides simultaneously with the delivery of the computer system (constitutum possessorium) the aforementioned documents, insofar as they are available or he can make them available. Actual provision may be prevented when the bankruptcy trustee (in case of bankruptcy of seller) or the seller (in case of liquidation) guarantees the transfer of the aforementioned documents to a third party. In this transfer an express clause needs to be included - by means of an automatic transfer provision entitling the purchaser to claim compliance at all times that this third party applies similar conditions as seller, shall perform all necessary and desired maintenance activities to the system purchased by the purchaser. Alle leveringen geschieden op grond van de leveringsvoorwaarden AHL van 7

7 14.7. This article shall apply without prejudice if adjustments have been made to the programs by purchaser or on behalf of purchaser This article shall apply without prejudice in case of sale or any other method of alienation of the computer system of purchaser, including repossession. Article 15 Computer programs Seller indemnifies purchaser against third-party claims based on intellectual property rights with regard to the programs supplied by the seller. Article 16 Computer programs Seller is not liable for costs and damage due to mutilation, destruction and/or loss of files and/or data carriers, as these are considered to be copies of the originals in hands of the purchaser. Article 17 Applicable extension In case of offers, orders and/or agreements of sale and purchase within the trade sector of the AHL, the following stipulations apply. In this article the supplier is referred to as the main supplier When purchaser based on the stipulation under Article 4 paragraph b cancels in time, seller is entitled as well to cancel the agreement signed with the main supplier, provided this occurs within ten days after receipt of the cancellation by purchaser Applicable to the main supplier is: a. the warranty term as stated in Article 10 paragraph 1 ends six months after the commissioning by purchaser or that much longer as determined by the manufacturer, under the condition that the commissioning takes place within a reasonable term after the delivery by seller and that the faulty operation has been notified to the main supplier by both the seller and the purchaser. b. the warranty term as stated in Article 10 paragraph 2 ends three months after the commissioning by purchaser or that much longer as determined by the manufacturer, under the condition that the commissioning takes place within a reasonable term after the delivery by seller and that the faulty operation has been notified by purchaser to seller and by purchaser to main supplier in a timely fashion The stipulations of Article 9 and Article 13 do not apply. Article 18 Disputes All disputes, even those solely regarded by one of the parties as a dispute, with regard to the agreement to which the AHL applies and the resulting agreements shall be judged by arbitrage according to the Arbitrage Ruling General Trade Conditions Agricultural Equipment and Gear. Article 19 Filing These General Trade Conditions Agricultural Equipment and Gear (AHL) were filed with the Clerk of the Arnhem District Court in December Alle leveringen geschieden op grond van de leveringsvoorwaarden AHL van 7

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