General terms and conditions of sales

1. General

1.1 These General Terms and Conditions of Sale (hereinafter the “Terms and Conditions”) apply to all
contracts for provision of services or sale of goods, including offers and orders issued or accepted by
Sitomeca, entered into by Sitomeca SA (hereinafter “Sitomeca”) with its customers (hereinafter the
“Purchaser”), Sitomeca and Purchaser being hereinafter referred to as “Party” or “Parties” individually,
respectively collectively. By acceptance of an offer made by Sitomeca (hereinafter the “Offer”), by
placing an order with Sitomeca (hereinafter the “Order”) or by making a payment to Sitomeca
pursuant to an Offer, Purchaser shall be deemed to have unconditionally accepted these Terms and
Conditions.

1.2. The Terms and Conditions shall be binding regardless any stipulations to the contrary in a document
issued by Purchaser. In case of conflict between the Terms and Conditions and general conditions of
Purchaser, the former shall prevail.
Any stipulation by Purchaser that is in contradiction to the Terms and Conditions shall not be binding
on Sitomeca and shall not apply unless expressly acknowledged by Sitomeca in writing.

1.3. The Terms and Conditions and the terms and conditions agreed between Sitomeca and Purchaser in
accordance with the Terms and Conditions with regard to a delivery of a service or a good, shall
constitute the entire agreement between the Parties (hereinafter the “Contract”). The Contract cannot
be modified unless such modification is agreed in writing between the Parties. A text communication
by means of electronic media will not constitute a written communication unless the Parties
specifically agree to the contrary.

1.4. Should any provision of the Contract be wholly or partly invalid or unenforceable, the Parties shall
in good faith agree on a valid and enforceable replacing provision that has a legal and economic
effect that is as similar as possible as the replaced provision.

2. Offers and orders

2.1. Offers which do not stipulate an acceptance period and verbal Offers are not binding on Sitomeca,
nor is any information or prices indicated in Offers, unless such information is confirmed by
Sitomeca in the Contract.

2.2. No Offer and no Order acceptance shall bring about a valid Contract unless the Offer, c.q. the Order,
is unconditionally accepted by respectively Purchaser or in writing by Sitomeca. In case of (a partial)
payment of the Price according to an Offer Purchaser shall be deemed to have unconditionally
accepted that offer.

2.3. Sitomeca may accept a cancellation or a modification of an accepted order by Purchaser. In such
event all costs resulting from such cancellation and or modification shall be borne by Purchaser.

3. Goods and services

3.1. The scope and the subject of the goods and services that are the subject of the Contract (hereinafter
the “Deliverables”) are exhaustively specified in the Contract.

3.2. Sitomeca shall be entitled to make any changes to the Deliverables without Purchaser’s agreement
provided such changes constitute improvements to the same and do not result in a price increase.

3.3. Sitomeca may oversupply or undersupply the Deliverables to the maximum of 5% and in reserves
the right to adjust the Price accordingly.

4. Information, technical documents and tools

4.1. If not expressly stipulated to the contrary in such a document, no information contained in a
document provided by Sitomeca, including brochures, technical documents and catalogues, is
binding unless stipulated as such in the Contract.

4.2. Each Party shall retain all rights to the technical documents it provides to the other Party who shall
not make these documents available to a third party, either in whole or in part, nor use them for
purposes other than those for which they were provided, unless expressly authorized to the contrary
by the first-mentioned Party.

4.3. The tools used by Sitomeca for manufacturing the Deliverables under the Contract, including
devices, gauges and test equipment, shall remain Sitomeca’s property, even if Purchaser bears part
or all of the manufacturing costs.

5. Regulations in force in the country of destination and safety devices

5.1. Purchaser shall be exclusively responsible for the compliance of the (use of the) Deliverables with
any standards and regulations, including health and safety regulations, applicable in the country of
destination of the Deliverables and shall inform Sitomeca about all such standards and regulations
at the latest when placing an Order or accepting an Offer. Unless agreed in the Contract, Sitomeca
shall have no obligation to supply any goods, services or devices required for compliance with the
said standards and regulations.

5.2. Sitomeca shall not be liable for and Purchaser shall indemnify and hold harmless Sitomeca for and
against the (results of the) non-compliance of the Deliverables with standards and regulations about
which Sitomeca was not informed in accordance with Clause 5.1.

6. Prices

6.1. Unless otherwise agreed upon, all prices agreed in the Contract (hereinafter the “Price”) shall be net
and Ex Works. Any and all additional charges, premiums and fees, such as, but not limited to, the
charges, premiums and fees related to freight, insurance, export, transit, import, permits and
certifications, shall be borne by Purchaser. Likewise, Purchaser shall bear any and all taxes, fees,
levies, customs duties and the like which are levied out of or in connection with the Contract and
shall refund them to Sitomeca against adequate evidence op payment.

6.2. If in the course of the performance of the Contract the wage rates, the prices of raw material or
other external costs which were used for the calculation of the Price change, Sitomeca reserves the
right to adjust the Price accordingly. Sitomeca also reserves the right to adjust the Price if the agreed
delivery time is extended in accordance with Clause 9.4, or if in the course of the performance of
the Contract the nature or the scope of the Deliverables changes or if any information provided by
Purchaser in relation to Deliverables appears to be inaccurate.

7. Terms of payment

7.1. Purchaser shall make all payments in accordance to the agreed terms of payment, in freely available
funds and in Euro to the bank account indicated by Sitomeca, without any deduction for cash
discount, expenses, taxes, levies, fees, duties and the like. Unless otherwise agreed upon, the Price
shall be paid within thirty (30) days from the date of the invoice.
Payment shall be deemed to be made on the date that the paid sum is available on Sitomeca bank
account.
If payment by bills of exchange is agreed, Purchaser shall pay the discounting cost for such bills of
exchange as well as the taxes and the collection charges.

7.2. No delay in the supply of the Deliverables (including delays with regard to transport, delivery,
erection, commissioning or taking over of the Deliverables) that is not solely attributable to
Sitomeca or that is due to reasons beyond Sitomeca’s control, no imperfections of or defaults in the
Deliverables that are of a minor importance, no circumstances in which post-delivery work can be
carried out without the Deliverables being prevented from use and no complaint with regard to the
Deliverables, shall entitle Purchaser to withhold the payment of the Price or to set-off any amount
against the Price without Sitomeca’s prior written consent.

7.3. If (a) the agreed securities are not provided in accordance with the Contract, or (b) Purchaser fails
to make payment in due time or (c) Sitomeca has reasons to believe that a future payment will not
be made (in full) or in due time, then, without prior written notice, all outstanding amounts due by
Purchaser (including unmatured invoices) shall immediately become due and Sitomeca shall have
the right to terminate the Contract and/or to suspend it and/or to refuse the release of the
Deliverables, until, to Sitomeca’s sole discretion, Purchaser fully complies with its obligations and/or
new terms of payment are agreed and/or Purchaser provides satisfactory security for payment,
without detriment to Sitomeca’s right under the applicable law in particular with regard to
compensation for losses, damages and costs suffered as a result of Purchaser’s breach.

7.4. If Purchaser fails to make a payment on the agreed date, without prior notice, from that date on and
until payment in full Sitomeca shall be entitled to payment of default interest at a rate of 12% per
year and to a compensation for administrative costs and collection charges equal to 6% of the
unpaid amount, without detriment to Sitomeca’s right under the applicable law in particular with
regard to compensation for losses, damages and costs suffered as a result of Purchaser’s breach.
Payment of default interest, of the administrative costs and of the collection charges does not free
Purchaser from its obligation to make full payment of the amounts due.

8. Retention of title

8.1. Sitomeca shall retain title to all Deliverables until full payment of their Price by Purchaser and,
without limitation in time.

8.2. Purchaser shall take all necessary measures in order to safeguard Sitomeca’s title and to ensure that
this title is not prejudiced in any way. Purchaser authorizes Sitomeca to enter or to notify the
retention of title in or to any public register, book or similar record in accordance with the applicable
law and to fulfill all corresponding formalities at Purchaser’s cost.

8.3. Purchaser shall not process, alter or intermix the Deliverables prior to full payment of the Price. If
the Deliverables are processed, altered or intermixed this shall not diminish Sitomeca’s title in the
Deliverables which title will be transferred upon the result of the process, alteration or intermixing,
as the case may be, in the same proportion as the proportion between the value of the Deliverables
and the value of other goods used for processing if the Deliverables are processed with goods that
are not Sitomeca’s property.

8.4. Until full payment of the Price, Purchaser shall at its own cost maintain the Deliverables in perfect
condition and insure them against any risk, including theft, breakdown and fire and water damage,
for the benefit of Sitomeca.

9. Supply of Deliverables

9.1. Unless expressly otherwise agreed upon in writing, no information provided by Sitomeca with
regard to dates, deadlines and duration of services will be binding on Sitomeca.

9.2. If a supply term or a supply date is agreed in the Contract, the Deliverables shall be supplied within
such a term or on such a date. No supply term shall however commence unless on its intended
commencement date all documents required for the performance of the Contract and to be provided
by Purchaser are in Sitomeca’s possession, the technical points are agreed on and all formalities
such as, but not limited to, import, export, transit and payment permits are completed and obtained,
all down payments are made and all agreed securities are provided.

9.3. Unless agreed to the contrary, the supply shall be deemed to be made on the date that Sitomeca
informs Purchaser that the Deliverables are at Suppliers disposal or ready for dispatch at Sitomeca’s
premises. Purchaser shall accept delivery and inspect the Deliverables within the term of five (5)
days from the said date.

9.4. The delivery time and any deadline against Sitomeca is extended in following circumstances with
the time that such circumstances are in effect:

9.4.1. if the information required for performance of the Contract by Sitomeca is not received in
time or changed by Purchaser;

9.4.2. in case of force majeure events, acts of god and other circumstances independent of
Sitomeca’s will and which Sitomeca cannot prevent using normal required care, regardless
of whether they affect Sitomeca, Purchaser or a third party; such events shall include, but
will not be limited to, natural catastrophes, epidemics, mobilization, war, social unrest,
serious breakdown or late delivery of tooling and machinery in the works, accidents, labor
conflicts, late or deficient work by subcontractors of raw materials, semi-finished or
finished products, the need to scrap important work pieces, actions or omissions by state
authorities or public bodies;

9.4.3. if Purchaser or a third party for which Sitomeca is not liable fails to fulfill its obligations
within the agreed time-frame, in particular if Purchaser fails to observe the agreed terms
of payment.

9.5. Sitomeca reserves the right to make partial supplies, which are considered as partial sales. The
partial supply of an order does not entitle Purchaser to refuse to pay the Deliverables effectively
supplied.

9.6. Purchaser shall not be entitled to any compensation for delay in supply whatsoever unless that
delay is attributable to Sitomeca’s fault and on the condition that Purchaser establishes that as a
result of such delay it has suffered a loss. If Purchaser obtains substitute material, Purchaser shall
not be entitled to any compensation whatsoever.
Compensation for damages caused by delayed supply is only due if the supply is delayed by at least
two (2) weeks. Unless the delay is due to Sitomeca’s unlawful intent or gross negligence (excluding
unlawful intent or gross negligence of persons employed or appointed by Sitomeca) the
compensation shall not exceed zero pint five (0,5) % of the Price of the Deliverables whose supply
is delayed for every full week’s delay and shall never exceed the maximum of five (5) % of the Price
of the Deliverables whose supply is delayed. Once the said maximum is reached, Purchaser shall
grant to Sitomeca a reasonable time extension. Only if such extension is not observed for reasons
within Sitomeca’s control, Purchaser shall have the right to reject the (part of) the Deliverables
whose supply is delayed.
Sitomeca’s liability for delayed supply is always limited to what is provided under clause 9.6.

9.7. If the execution of a significant portion of the Contract is delayed by more than twelve (12) months,
each Party may terminate the Contract.

10. Packaging

Sitomeca shall charge the packaging material separately. Unless it is agreed that Sitomeca retains
title in the packaging material, in which case Purchaser shall return the material at its expense to
Sitomeca, such material may not be returned to Sitomeca.

11. Passing risk

11.1. All risk, including the risk of loss of or damage to the Deliverables, including seizure of property,
shall pass on to Purchaser on the moment that the Purchaser accepts the supply and at the latest
on the last day of the term mentioned in clause 9.3. Unless agreed to the contrary in the Contract,
in any event the risk shall pass to Purchaser on the moment that Sitomeca transfers the goods to
the forwarding agent, the carrier or any other person designated to ship the Deliverables and at the
latest when the Deliverables leave Sitomeca’s premises.

11.2. A delay in supply or in shipment of the Deliverables attributable to Purchaser or due to reasons
beyond Sitomeca’s control, shall not delay the passing of risk as set out in clause 12.1

12. Forwarding, transport and insurance

12.1. Unless agreed to the contrary in the Contract, Sitomeca shall only provide special requirements
regarding forwarding, transport and insurance upon Purchaser’s request and at Purchaser’s expense
and risk.
Purchaser shall submit any objections regarding forwarding or transport immediately upon receipt
of the Deliverables or of the shipping documents to the last carrier.

12.2. Unless otherwise agreed upon, Purchaser shall be responsible for insuring the Deliverables during
the forwarding and transport.

13. Defects and inspection and testing of the Deliverables

13.1. “Defect” in the Deliverables shall mean such defect attributable to Sitomeca’s fault that consists of
non-conformity of the Deliverables with the Contract and renders the Deliverables unusable either
in whole or in part for the intended purpose due to poor materials, faulty construction or defective
manufacturing. Sitomeca may agree to remedy other shortcomings which do not constitute a Defect
but such shortcomings shall in no event entitle Purchaser to refuse the acceptance of the
Deliverables.
No Defect in the Deliverables shall be deemed to exist unless it is confirmed by means of a check
according to Sitomeca’s standard methods of analysis and measuring tools. The results of such
checks shall be decisive. Purchaser may request Sitomeca to provide Purchaser with information
about the method of the said checks.
In case of a Defect claim by the Purchaser, Purchaser must give Sitomeca the reasonable opportunity
to verify the claim and to become fully convinced of the existence of a Defect attributable to its
fault. If Purchaser fails to comply with this obligation, Purchaser shall have no claim whatsoever
against Sitomeca with regard to the alleged Defect.
In case Sitomeca accepts the Defect, Sitomeca shall have the right, to its sole discretion, to remedy
the Defect within a reasonable time or to supply substituting Deliverables at its expense, Purchaser
having in the latter case the obligation to return the substituted Deliverables to Sitomeca.

13.2. Purchaser shall inspect the Deliverables at Sitomeca’s premises in accordance with Clause 9.3 for
the purpose of identification of quantities and of visible Defects. Purchaser shall notify Sitomeca in
writing amply specifying and identifying any alleged shortcomings with regard to quantities and
Defects at the latest within eight (8) days after the inspection of Deliverables and in any event prior
to agreed shipment of the Deliverables, failing which the Deliverables shall be deemed to be in
conformity with the agreed quantities and free from visible Defects.
The Deliverables will be inspected by way of random sampling on a scale in accordance with
industry standards. The cost of more ample checks on Purchaser’s demand shall be borne by
Purchaser.

13.3. If the Parties agree that the Deliverables are inspected after the shipment of goods, as far as being
normal practice, Sitomeca shall itself inspect the Deliverables before dispatch. More ample testing
may be requested by Purchaser and will be carried out by Sitomeca at Purchaser’s cost.
Upon receipt of the Deliverables the Purchaser shall immediately inspect the Deliverables. Clause

13.2, first paragraph shall apply, taking into account that the term of eight (8) days shall commence
on the date of the receipt of the Deliverables.

13.4. In case of visible Defects discovered within the term indicated in article 13.2 or 13.3 and in case of
discovery of hidden Defects, if Sitomeca accepts liability, Sitomeca shall have the right to remedy
the Defect within a reasonable term, after which a taking-over test shall be performed in accordance
with Clause 13.5 at the request of a Party.

13.5. The terms and conditions of the taking-over test shall be subject to a case-by-case agreement
between the Parties, failing which the following shall apply

13.5.1. Sitomeca shall advise Purchaser in due time of the date of the taking-over test in order to
allow Purchaser to attend.

13.5.2. After inspection of the Deliverables by the Parties, the Parties shall draw up a report to be
signed by them which shall state either that the test is completed and the Deliverables are
thus fully accepted, or that the Deliverables are accepted under reservations or are refused.
In the latter two cases, the report shall detail the Defects alleged by the Purchaser.

13.5.3. If during the test serious Defects attributable to Sitomeca are found, Purchaser shall be
entitled to claim either a price reduction or an indemnity or other compensation from the
Sitomeca, provided this has been agreed before. If the Defects are of such importance that
they cannot be remedied within a reasonable time, Purchaser shall be entitled to refuse
acceptance of the part of the Deliverables with Defect or, if partial acceptance is
economically unjustified, to terminate the Contract. Purchaser shall however not have the
right to terminate the Contract if Sitomeca supplied substitute goods and these goods were
damaged or destroyed by Purchaser or not kept in good condition with the type of care that
the Purchaser customarily applies with regard to its own property.

13.5.4. The test shall be deemed completed and the Deliverables accepted, under reservation of
hidden Defects:
– if the test was not carried out on the agreed date for reasons attributable to Purchaser
or for reasons beyond Sitomeca’s control;
– if Purchaser refuses the acceptance without legitimate grounds;
– if Purchaser refuses to sign the report duly prepared in accordance with Clause 13.5.
– as soon as Purchaser uses the Deliverables.
13.6. All deficiencies with regard to Deliverables are governed by Clauses 13 and 14 and Purchaser shall
not be entitled to any claim or compensation other than those provided by those Clauses.

14. Warranties and liability

14.1. Sitomeca provides no other warranty than the warranty that the Deliverables shall be manufactured
and delivered in accordance with the agreed specifications, and, supplementary, Sitomeca’s
standard specifications and guidelines, and with the normal industry standards. Unless expressly
agreed in the Contract, Sitomeca does not provide any warranty with regard to the suitability of the
Deliverables for a particular purpose.

14.2. Sitomeca does not undertake any obligation with regard to the verification whether any information
provided by Purchaser under the Contract or any Deliverables ordered by Purchaser may constitute
or contain an infringement of third party rights, including intellectual property rights in the broadest
sense of this term and Purchaser shall indemnify and hold Sitomeca harmless for all damage, losses,
costs and claims arising out such infringements.

14.3. In cases where Sitomeca is acting as an intermediary for or as a reseller of goods delivered by third
parties, Sitomeca does not provide any warranty beyond the warranty provided by such parties.

14.4. Sitomeca provides no warranty and assumes no liability for services rendered or goods provided by
third parties, including subcontractors, that are involved in the performance of the Contract upon
Purchaser’s request and Purchaser shall indemnify and hold Sitomeca harmless against any and all
losses, damages and costs incurred by Sitomeca pursuant to such involvement.

14.5. Sitomeca shall not be liable towards Purchaser for breach of Contract or for breach of obligations
outside of Contract unless such liability is provided for by the Terms and Conditions and shall in no
event be liable for any damage, loss or cost incurred by Purchaser or any third party as a result of
Purchaser’s breach of Contract or any other obligation. Purchaser shall be liable towards Sitomeca
and shall hold Sitomeca harmless for all damages, losses, costs and claims, including claims for
personal injury or for damage to property, arising out of actions or omissions by Purchaser, or by
persons employed or appointed by it, which constitute a breach of the Contract or of the applicable
law.

14.6. To the extent permitted by the applicable law, Sitomeca shall not be liable towards Purchaser unless
such liability is due to Sitomeca’s unlawful intent or gross negligence, with the exclusion of
unlawful intent or gross negligence of persons employed or appointed by the Sitomeca.

14.7. To the extent permitted by the applicable law, Sitomeca shall in no event be liable for any indirect
or consequential damage, such as loss of production, loss of use, loss of orders or loss of profit or
revenue. Claims for compensation of other damages, claims for reductions of price, for (partial)
termination of the Contract are excluded unless they are provided for by the Terms and Conditions.

14.8. Without detriment to other provisions of the Terms and Conditions, in any event the financial
liability of Sitomeca for breach of Contract is limited to the Price paid to Sitomeca by Purchaser for
the Deliverables affected by the breach and, in case such claim is made together with the
termination of the Contract by Purchaser, to the refund of the Price paid for Deliverables affected
by termination and to 10% of the said Price for any additional damages, losses and costs.

14.9. Sitomeca’s provides no warranty with regard to defects in Deliverables
– if the Deliverables were not used or handled in accordance with the agreed intended use, or
failing such agreement, for the purposes for which they were designed;
– if the Deliverables were processed or changed;
– if Sitomeca acted according to Purchaser’s instructions;
– unless Purchases demonstrates that the Deliverables were used or handled in accordance to
Sitomeca’s handling guidelines, which Purchaser can obtain from Sitomeca at all times, and
regardless if these guidelines were specifically requested;
– if the Defect is due to transport, unless according to the Contract such transport is Sitomeca’s
responsibility.

15. Non-performance unspecified in these Terms and Conditions of Sale

15.1. In a case of breach of the Contract by Sitomeca that is not expressly covered by the General Terms
and Conditions, Purchaser may not terminate the Contract unless Sitomeca fails to cure the breach
after being requested to do so by the Supplier by a registered letter specifying the nature of the
breach and announcing Purchaser’s intention to terminate the Contract. Purchaser may not
terminate the Contract sooner than after the expiry of the term specified in the said registered letter
which term must be reasonable taking into account the nature of the invoked breach. Purchaser’s
right to terminate the Contract is limited to the part of the contract affected by the breach or with
respect of the Deliverables affected by the breach.

15.2. In a case of breach of the Contract by Purchaser that is not expressly covered by the General Terms
and Conditions Sitomeca may terminate the Contract in part or in whole at any time by a written
notice sent to Purchaser, provided that such breach continues for a period of thirty (30) days after a
formal notice of default was sent to Purchaser specifying the nature of the breach and requesting
to cure it.

15.3. If an unforeseen event results in Sitomeca’s performance of the Contract becoming impossible or
results in the change in the economic balance of the Contract which renders the performance
thereof considerably more burdensome for Sitomeca, Sitomeca shall be entitled to partially or fully
terminate the Contract, without compensation of any nature being due to Purchaser, provided that
Sitomeca immediately informs Purchaser of such event after obtaining knowledge thereof. In case
of such termination the Purchaser will only be entitled to payment of that part of the Price that
corresponds with the Deliverables effectively supplied to Purchaser.

16. Jurisdiction and applicable law

16.1. The place of jurisdiction for both Purchaser and Sitomeca shall be at the registered office of
Sitomeca. Sitomeca shall, however, be entitled to sue Purchaser at the latter’s registered address.

16.2. The contract shall be governed by Belgian substantive law to the exclusion of the UN Convention
on Contracts for the International Sale of Goods dated April 11, 1980 and the Hague Conventions
relating to a Uniform Law on the International Sale of Goods dated June 15, 1955.