advanced diamond technology

Article 1
Quotation and confirmation of order
Any quotation by SMT shall be valid for two months. A contract shall only be concluded by the written confirmation of order by SMT The substance of the contract shall be determined exclusively by said confirmation of order. Modifications and/or additions to this contract shall be agreed upon in writing. Arrangements made with personnel of SMT shall not be binding, unless confirmed by SMT in writing or entered into by power of attorney.
The goods to be delivered are designed and manufactured in compliance with Dutch standards and instructions. Adaptations to standards and instructions in force at purchaser's place of business may be carried out by SMT at the purchaser's risk and expense, on the understanding that SMT has been notified of these standards and instructions in good time.

Article 2
The price is based on the agreed scope of supply, delivery time, mode of delivery and terms of payment. All prices exclude VAT.
SMT reserves the right to change the prices if variations occur in the above-mentioned factors (whether or not such changes could have been foreseen at the moment the confirmation of order was sent) due to purchaser's fault.
The purchaser will be notified in writing as soon as possible of price variations pursuant to subsection 2.2.

Article 3
Terms of payment
Any payment shall be made without any deduction or set-off, to an account to be advised by SMT.
Any cost relating to securities for payment shall be for purchaser's account.
As from the due date of an invoice, the outstanding instalments will be increased by the discount rate for promissory notes applicable at the time when the due date is exceeded, plus 5%, which increase is calculated over the period during which the purchaser has failed to make payment(s), as well as the judicial and extrajudicial costs incurred for collection, which are put at 15% of the relevant amount.

Article 4
Extra work
Extra work shall be understood to mean any activities by SMT ordered by the purchaser whether or not in writing that shall be carried out beyond the scope of supply expressly established in the contract.
If the time schedule of the activities to be carried out by SMT is modified due to causes not to be imputed to SMT, any additional costs incurred by SMT will be charged to the purchaser as extra work.
SMT shall have the right not to carry out extra work as long as the conditions with respect to said activities have not been set forth in writing.
SMT shall be entitled to invoice extra work simultaneously with the instalment relating to the period in which the extra work has been carried out, without prejudice to its right to do so at a later date.

Article 5
Delivery time
The delivery time shall run from the date on which SMT, after having sent the confirmation of order, has received from the purchaser in writing such information as may be necessary to commence and carry out the work, and SMT has received a down-payment, insofar as this was agreed. If the commencement is deferred, the delivery time may be extended. If a delivery date has been agreed by parties and the purchaser does not or not timely fulfil his above-mentioned obligations, the delivery date shall be pushed on accordingly.

Article 6
Delivery of goods, parts and purchased merchandise
Unless otherwise agreed, delivery of goods and parts shall be ex-works. The conditions for this mode of delivery are based on the "incoterms 1990" as applicable at the time of the confirmation of order.
If, notwithstanding the provisions of subsection 6.1. of these General Conditions, delivery has taken place before payment of the full amount due pursuant to the contract, or if securities for payment of the amounts due have not yet been received, the goods delivered shall remain the property of SMT
If, after having been put in default by SMT, the purchaser fails to pay the full amount due pursuant to the contract, SMT shall have the right, without intervention by the court, to take back the goods and parts and to annul the contract without prejudice to its right to claim damages.
Buyer is not allowed to supply the goods to any other party without permission of SMT
These General Conditions shall apply to goods procured by SMT from third parties that are subsequently delivered without being processed, unless SMT shall be obliged to accept any restrictions imposed by the supplier that go beyond these Conditions; in the latter case the conditions of the supplier shall apply.

Article 7
SMT guarantees the delivered goods and services, to the current state of technology, to be free of defects due to material and or production faults. In the case of such defects and if those have been claimed in writting by the purchaser within 8 days, SMT declares to be willing to repair or, in case repairing seems not to be possible, to exchange the subjected goods and or services. Any such claim is giving no right to the purchaser to delay payments.

Article 8
After takeover of the goods or completion of the service activities the liability of SMT shall be limited to the guarantee obligations under article 7.
SMT shall not be liable for:
claims of third parties arising from any infringement of their patents, licenses, trade marks, registered designs and other rights under any name whatsoever in connection with the goods supplied by SMT, if and insofar as SMT should have infringed upon such rights by using information which has been provided to SMT by or on behalf of the purchaser for performance of the order;
any indirect and/or consequential damage, including but not limited to consequential loss, loss of profits, depreciation of or damage to items of property, loss of goodwill and reputation incurred by the purchaser and/or third parties attributable to non-delivery, incorrect or untimely delivery and/or non-functioning, incorrect or untimely functioning of the goods delivered;
any damage or personal injury in case of operation or maintenance activities not carried out by the purchaser in accordance with the operating or maintenance instructions of SMT and/or if the goods have been modified in any way without the explicit consent in writing of SMT The purchaser shall fully indemnify SMT from any claims arising from such damage or personal injury;
any faults or defects in the widest sense, if SMT has not stipulated any consideration;
Any liability for direct damage attributable to SMT is explicitly limited to the value of this order and, in the event of a permanent order, to the value of the order for a 6-month period.
If the purchaser requires the contract to be wholly or partially annulled and insofar as the purchaser proves that he has incurred damage as a result of a deficiency attributable to SMT, SMT shall repay any necessary additional costs of replacement, with a maximum of half the value of the annulled part of the contract.
If and insofar as penalty clauses have been included in the contract, these shall be regarded as sole and full compensation of any damage incurred.

Article 9
Annulment or nullity of the contract
After any annulment or nullity of the contract by any cause whatsoever, these General Conditions shall continue to be effective insofar as they have an independent significance and/or insofar as they have been stipulated to provide for the consequences of annulment or nullity, such as in particular (but not limited to) the provisions pertaining to the delivery, penalty clauses, liability, jurisdiction and applicable law.

Article 10
Force majeure
Force majeure shall be understood to mean any circumstances (whether or not they could have been foreseen at the time of the confirmation of order) as a result of which parties are (temporarily) unable to fulfil their obligations, including also such circumstances as strikes, lockouts, faulty castings, government measures, state of war or siege, fire, natural disasters, epidemics and circumstances of the like, the absence of the neccessary permits by the Dutch authorities for the delivery of the goods, or conditions imputable to subcontractors and/or suppliers.
The party concerned shall notify the other party within fourteen days after force majeure has arisen. Force majeure suspends the mutual obligations. If force majeure lasts longer than three months, both parties shall be entitled to annul the contract.

Article 11
Settlement of disputes and applicable law
Any disputes shall exclusively be settled by the competent court in 's-Hertogenbosch, The Netherlands.
These General Conditions shall be governed by Dutch law.

Helmond, 12th of June, 1996