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Member of

SINGAPORE PTE LTD TUAS TECHPARK 40 TECH PARK CRESCENT SINGAPORE 638112

Tel : +65 – 6861 1232 Fax : +65 – 6861 6112

Website : www.dedietrichddz.com
GENERAL BUSINESS TERMS AND CONDITIONS Effective date: 1st June 2007 These General Business Terms and Conditions (“the Standard Terms”) shall apply to all our activities involving materials and services including but not limited to the conducting of studies, preparation of designs, supplying of installation, equipment and standard parts or specific parts pursuant to the customer project specifications as well as to services such as assistance in assembly and after-sales services. Article 1 – General Provisions 1. By placing an order for our products / services the customer is deemed to have agreed to the Standard Terms, except in the event that explicit provisions to the contrary are contained in the text of our acknowledgement of receipt of the order. There shall be no derogations / changes from the Standard terms except by prior agreement in writing signed by the customer and us. Unless otherwise agreed and evidenced in writing by us, these Standard Terms shall prevail over all other terms and conditions and where there is any conflict, these standard terms shall prevail. Any derogation / changes agreed to by us shall be specific only to the order in question and the customer shall not have the right to assert such derogation / changes against us with regards to any other orders. Article 2 – Formation of the Contract 1. Our offers and estimates are drawn up on the basis of the data, technical specifications, and any other information that the customer is responsible for providing to us and take into account the recommendations, instructions and limitations contained in our catalogues and in our installation, commissioning and maintenance manuals and the customer hereby acknowledges having taken cognizance thereof. In the event that the documents provided by the customer contain an error, omission or inaccuracy that may have an effect on our offers, we hereby reserve the right to adjust our terms and conditions, especially in relation to performance criteria, delivery dates and to prices. The studies and estimates provided by us shall be binding only with regard to the specific project in question and only for the time period that the offer remains open as stated in our offer. The customer shall be bound to us as from the time that it sends us an order or intention to order, either directly, or through one of our agents. Orders bind us only after they have been confirmed in writing by us. The customer shall not have the right to cancel any order, in whole or in part, before we have reached an agreement with the customer regarding the amount to be paid as liquidated damages to us for all consequences, direct and indirect, of such cancellation such as expenses incurred and costs of studies, provisioning and tools.

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All requests for any change in an order shall be set out in a rider signed by both parties before such changes are accepted by us and executed. We hereby reserve the right to condition our acceptance of any order by the customer of accounting or financial documents and if applicable, payment guarantees. In addition, all orders shall be conditioned if applicable on obtaining export licences. Article 3 - Prices

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All orders shall be invoiced in accordance with prices and terms and conditions set out in our acknowledgement of receipt of order. All changes to the Standard Terms appearing in our acknowledgement of receipt of order shall be set out in a rider. In the event of the occurrence of external events beyond our control and that are of a type to materially affect the financial terms and conditions of the order (including but not limited to significant increases in the price of raw materials, statutory changes, variation in foreign exchange rates) we hereby reserve the right to revise our prices in order to re-establish the equilibrium of the contract. Article 4 – Deliveries / Returns / Acceptance of Works

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Our materials are shipped ex-works. Consequently, regardless of the origin and the destination of the materials and the terms and conditions of the order, delivery shall be deemed to have been made at our factories or shops, whereby the transfer of risk shall take place, and which be deemed to pass to the customer. (a) (b) As from the time they are handed over to the carrier, if the materials are to be shipped without prior notice. As from the time that we give notice that the materials are at the customer’ disposal, in the event that shipment is not provided or possible and if there is no provision for receipt at the factory.

De Dietrich Singapore Pte Ltd
General Business Terms and Conditions Page 1 of 5

the work shall be deemed to have been accepted without reservation. on the due date. both principal and incidental amounts. The times for performance shall be those stated in the acknowledgement of Order that we send to the customer. We shall be automatically discharged of all obligations concerning delivery dated. automatically and without the need for any formal notice to perform without prejudice to our right to claim damages. 1. or any other measure that may affect our property rights in the material and / or work. regardless of the cause thereof. and in such case. and such action shall not constitute a waiver of any of our other rights. repackaging and return to stock. All returns shall require our prior written approval. In the event that we agree to postpone the date of delivery or pick-up for reasons relating to the customer’ situation or at the customer’ request. The customer shall insure the materials and / or the work against all risks of damage and liability that may be caused or suffered by them. 5. at the customer’s expense and risk. is actually made into our accounts. If the foregoing acceptance procedure does not take place within the deadline specified in this Article. we shall have the right to claim the materials and / or work. 2. as from the time of acceptance by the accepting agent. confiscation. At such time. and a memorandum of acceptance shall be drawn up. merely providing a Bill of Exchange or other document creating an obligation to pay shall not constitute payment. materials shall be returned carriage prepaid. and consequently shall have no liability or penalties or damages for delayed delivery: 2. requisition. 3. De Dietrich Singapore Pte Ltd General Business Terms and Conditions Page 2 of 5 . 1. Work on-site shall be accepted at an inspection at which we and the customer are present. Article 6 – Time for Performance – Penalties 5. In any event. Nevertheless. delivery can only take place within the time limits specified only if the customer has complied with all of its obligations to us regardless of the cause. Furthermore. or their lack of conformity with the shipping invoice. action. without the need for any legal formalities. The customer shall have no right to claim penalties or damages for any delay whatsoever in delivery unless such right is expressly provided in the text of our offers or of our final agreement. The customer shall immediately notify us of any threat.dedietrichddz. We shall provide a credit to the customer on the basis of the price of the materials initially invoiced. (d) 2. the customer shall bear all risks related to such postponement. seizure. as from the time that the materials are put at the customer’ disposal and / or as from the acceptance of the work in accordance with Article 4 above. be in new condition. if such procedure is specified in the order and the customer has not responded to such notice. from which will be deducted a flat amount of 20% for administrative handling of the return. 4. In addition. the customer shall pay for materials on the due dates originally agreed. In the event of acceptance of work. both principal and incidental amounts in full. merely by giving notice of such intention in a registered letter with acknowledgement of receipt. During the period that we reserve title. Article 5 – Reservation of Title 3. and that is to be carried out within eight days following the completion of the work. we always reserve the right to refuse postponement of delivery and either to seek specific performance or to terminate the order. shall be accepted if they are not received within eight days following the arrival of the materials at the premises of the customer or its agent. If the invoices that have not been paid concern several batches of materials and or items of work. the risk shall be transferred to the customer. The customer shall not resell the materials and / or work before having paid the price. In this respect. who hereby agrees thereto. In the event of a failure to make payment. effective immediately. only after the customer has given formal notice to perform. and shall also bear all additional expenses incurred as a result thereof (including but not limited to storage and handling costs). and require no reconditioning. their quantities and weight. No claims concerning the composition of materials delivered. we shall have the right to make a claim for the entire amount due for such materials and / or works and / or we shall have the right at any time to declare the order terminated. all risks concerning the materials and / work shall be transferred to the customer. 4.com (c) Eight days after we have given notice that the materials are at the customer’ disposal for pick up at the factory or shop. in part or in full.Member of SINGAPORE PTE LTD TUAS TECHPARK 40 TECH PARK CRESCENT SINGAPORE 638112 Tel : +65 – 6861 1232 Fax : +65 – 6861 6112 Website : www. The Title to the materials and / or the work shall not be transferred to the customer until such time that payment in full of the price.

In event of a change in an order in accordance with Article 2. 2. we reserve the right to claim damages from the customer for the loss suffered as a result of delays in payment and to immediately halt all production and deliveries and the customer shall have no right to make any claim for compensation on such grounds. any other cause leading to a total or partial work stoppage for us or our suppliers. 6. All methods of payment shall be subjected to the jurisdiction clause.dedietrichddz. In event of payment by a Bill of Exchange. tool shortages. In addition. No amendment of these general payment terms and conditions shall be asserted against us unless we have agreed to such amendment in writing. without the need for any formal notice to pay: (a) Render all amounts outstanding to be due and payable immediately. regardless of the payment method provided for (whether by an accepted Bill of Exchange or otherwise). (b) (c) (d) 7. 8. fire. 5. in particular: lock-outs. the failure by the customer to make a payment on the due date shall automatically. Result in interest on the outstanding amounts being charged at 1 % above the prime lending rate of the Development Bank of Singapore (DBS). strikes. In the event that the information and documents to be provided by the customer do not reach us in a timely manner. The making of any claim by the customer regarding the quality of materials and / or of the work shall not suspend the customer’s obligation to make payment in full therefore upon the due date(s). insufficiency or unavailability of raw materials. new time limits for the performance shall be set out in the rider modifying the terms of the order and shall replace the original time limits for performance. all amounts outstanding Including in particular all expenses incurred in manufacturing) shall become payable immediately regardless of any terms and conditions previously agreed. freezing. Result in the commencement of collection procedures to collect the receivables due to us and all of the expense thereof shall be borne by the customer.3 above. such payment shall reach us no later than three (3) weeks prior to the due date provided in the acceptance of the order. war. In the event of any deterioration in the customer’s financial situation. (b) (c) 3. Invoices are payable at our registered office. prohibition. epidemics. the down payment shall always be payable upon receipt of the invoice with the balance to be paid within thirty (30) days from the date of the invoice. including in the event of any dispute. Article 7 – Payment Terms and Conditions 1. requisition. All expenses related thereto are to be borne by the customer. In event that the customer sells. and are quoted in net prices without any discount.Member of SINGAPORE PTE LTD TUAS TECHPARK 40 TECH PARK CRESCENT SINGAPORE 638112 Tel : +65 – 6861 1232 Fax : +65 – 6861 6112 Website : www. The customer shall not offset any receivables without our prior written agreement. The Payment Terms applicable shall be those stated in the acknowledgement of Order that we send to the customer. or transport delays. flood. 3. energy or labor. pledges or contributes to a company its business assets or equipment. statutory changes in the working week. In the event that the customer has not complied with payment agreements entered into. De Dietrich Singapore Pte Ltd General Business Terms and Conditions Page 3 of 5 .com (a) In the event that the delay is due to an event of Force Majeure or to event such as. and finally all other events beyond our control. transfers. the we are entitled to withhold delivery of the materials and / or performance of any work until the customer pays the balance remaining due on the order and / or the customer provides financial guarantees that we deem acceptable. 4. The parties hereby expressly agree that unless an extension has been requested in a timely manner and agreed to by us in writing. Delays in delivery shall in no event give the customer the right to seek termination of the Contract. Time shall be of the essence for all payments to be made by the customer. 9. Unless otherwise agreed to in writing signed by us. 4. fuels.

For studies – twelve (12) months from the date that they are completed. the customer must notify us in writing within eight (8) days as from the discovery of any defects in the materials and / or work. stevedoring. De Dietrich Singapore Pte Ltd General Business Terms and Conditions Page 4 of 5 . The following are expressly excluded from the application of our Warranty: damage and the consequences thereof due to ordinary wear and tear or an external cause (error in assembly. 3. damage. which unless otherwise agreed by us in writing. equipment. Returns shall be made to the place indicated by us or if we do not indicate such a place to our shipping address. and preparing materials for operation. use of our material that does not conform to the technical specifications) or due to any modifications made to the material that were not expressly provided for or specified. and shall provide all required proof and information in support of its claim. or expenses due to delays upon arrival or a lack of unloading means upon arrival. In the event that we are required to carry out either directly or indirectly thorough our subcontractors. 7. 4.com Article 8 – Shipping / Packaging / Liability of Carriers / Assembly 1. Our installations. delays in delivery. wedging of shipments. exporting. The failure to comply with this provision shall give us the right to invoice the customer for all additional expenses caused thereby. the customer agrees to indemnify us against all loss. accidents or any loss whatsoever. or if we assist to supervise such operations where the assembly operations are being carried out by the customer or by a third party. inadequate maintenance. to the replacement of those of our parts that we recognize to be defective and / or to the re-doing of that portion of the work that we recognize to be defective. In the event that we are involved in any claims or found liable to any party on such basis. insurance.Member of SINGAPORE PTE LTD TUAS TECHPARK 40 TECH PARK CRESCENT SINGAPORE 638112 Tel : +65 – 6861 1232 Fax : +65 – 6861 6112 Website : www.dedietrichddz. All returns of materials pursuant to this Warranty shall be the subject of a prior agreement. equipment and materials – twelve (12) months as from the date that they are first put into service with a maximum period of eighteen (18) months from the date of delivery. In the event that we are present during the assembly of our materials. The Warranty shall be limited to re-conditioning or if applicable. shall be: 2. Consequently. 5. the customer and its other agents shall have no claim against us under any circumstances including but not limited to insufficient insurance. 3. materials and / or studies are guaranteed against all defects in manufacturing or performance during the warranty period. in the event that the customer proceeds with the repairs and / or re-doing of the work. The repair. the customer shall waive and shall cause its insurers to waive the right to make any claims on such basis on us and / or our insurers. In general all materials are shipped at the customer’s / recipient’s risk and it shall be their responsibility to obtain all necessary insurance concerning such shipments and to check the material upon arrival and if necessary make their own claim(s) against the carrier. 6. expense and costs. omissions or errors in the customer’s project specifications or technical specifications) and that can be repaired or re-done. In particular. such repairs or re-doing of the work shall not be carried out at our expense without prior agreement between the customer and us regarding the amount to be expended. replacement or modification of parts and / or the re-doing of work during the Warranty period shall no be deemed to extend the Warranty period and shall in no event give the customer any right to claim compensation for miscellaneous expenses (such as labor). or that are the results of inaccuracies. (a) For installations. we shall be deemed at all times to be acting as agents only for the customer. including legal cots and fees Article 9 – Warranty 1. we shall not be held liable for any and all risks or liabilities that may result from such assembly operations and the customer bears the full responsibility and risk therefore. We do not provide any performance warranty and / or warranty regarding processes to the customer unless such warranty is expressly contained in the specific provisions that appear in our acknowledgement of receipt of order. it is agreed that in such circumstances. (b) 2. shipping. With regards to the parts and / or the work that we recognize to be defective (with the exception of any defects that are the result of poor design that the customer required us to use. handing over. operations involving loading. To qualify for the Warranty.

3. Article 11 – Limitation of Liability 2. production costs overruns or loss of profits. 6. 1. In the event that any disputes arise under this agreement.com Article 10 – Intellectual Property and Confidentiality 1.Member of SINGAPORE PTE LTD TUAS TECHPARK 40 TECH PARK CRESCENT SINGAPORE 638112 Tel : +65 – 6861 1232 Fax : +65 – 6861 6112 Website : www.Governing Law / Disputes / Jurisdiction 2. then the Parties agree that the matter shall be brought before the Courts in Singapore and each party agrees to submit to the jurisdiction of the Courts in Singapore. These terms and the agreement entered into between the customer and us shall be governed by the Laws of Singapore. Article 13 – Particular Terms and Conditions 2. information and documents provided by us to the customer. Any such grant to the customer shall only be effective upon the conclusion of a specific transfer or license agreement with us. expenses and legal costs in the event that we have to take any steps to protect our intellectual property rights and confidentiality under this agreement. trademark. Subject only to the Article above. information and documents provided by us and the customer further agrees not to do any act or thing which may cause our intellectual property rights to be interfered with or diminished or damaged or lost. The customer hereby agrees to keep confidential all studies. or license of use to any patent. information and documents provided by us at any time whether gratuitously or for consideration shall give the customer only the right to use limited to the specific order. loss of opportunity. 3. Issued by: De Dietrich Singapore Pte Ltd De Dietrich Singapore Pte Ltd General Business Terms and Conditions Page 5 of 5 . Information and documents in the public domain or of which the customer lawfully had knowledge before the conclusion of the order as well as those for which we have given the customer prior written disclosure authorization shall not be considered confidential. 4. fraud and gross negligence shall not exceed (ten) 10% percent of the amount of the order. transfer or otherwise part with any rights under this agreement to any other party without our prior written consent. The particular provisions expressly contained in the specific provisions that appear in our acknowledgement of receipt of order shall prevail. The customer shall not assign. with the exception of bodily injury. plans. 53B) of the Singapore Law shall not apply to this agreement between the customer and us and any person who is not a party to this agreement shall have no right to enforce the terms of this agreement or any of its terms. Article 14 . 1. and serve to define the extent of the rights and obligations between the customer and us. plans. If an amicable solution cannot be reached after thirty (30) days. plans. work or project and the customer shall only use it for the specific purpose for which it is provided. Our liability shall be limited solely to direct tangible losses caused to the customer that are the result of acts of negligence for which we are responsible and that are duly proved. All studies. 3. adapt. 1. commercial losses. the Standard Terms shall prevail over any other terms or stipulations. The customer shall not be entitled to reproduce.dedietrichddz. 2. whether oral or written. transfer or communicated to any third party or retain or store by any means all or any studies. 1. the Parties shall first negotiate in good faith to have the matter amicably resolved. damages. We retain all intellectual property rights in our projects and we do not grant the customer any title or property rights. The customer and its insurers hereby waive their right to bring any claim against us and our insurers exceeding the limits and exclusions contained in this Article and the customer hereby guarantees compliance with this obligation by its insurers. know-how. We shall under no circumstances have any obligation to provide compensation for intangible losses (whether direct or indirect) or indirect losses such as in particular loss of production. The customer further agrees to indemnify us against all and any loss. 2. In any event our liability. copyright or any confidential information. 5. Article 12 – Third Party Rights The Contracts (Rights of Third Parties) Act (Cap.