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KONIXBERT HI-TECH, S.A. (KONIK-TECH^®)
GENERAL PURCHASING CONDITIONS

The present Purchasing Conditions will be applied to the Purchase Order of Products by Konik-Tech.

1.- GENERAL DISPOSAL

The KONIK-Tech Company is hereafter referred as the “Buyer” and your Company is referred as the “Supplier”. The present Purchase Order (P.O.) will be subjected to the following general Purchase Conditions and/or the particular Purchase Conditions included in our P.O. if any, unless the Buyer would have agreed different conditions with the Supplier that should have been agreed and signed by both parties in writing.

2.- ORDERS

We only accept as valid P.O. those coming from a regular document drawn up by our Purchase Dpt. And duly signed by our Purchasing Manager. We do not accept any commitment through verbal agreements or those not adjusted to the present General Conditions, unless otherwise previously agreed in writing.

3.- SHIPMENT AND DELIVERY

3.1. SHIPPING DOCUMENT. All goods will be accompanied by a priced Shipping Document or Delivery Note, clearly indicating our P.O. Nº and your Supplier Code Nº previously assigned.

3.2. PACKING. Price quoted in this Purchase Order include handling and packing. All goods will be properly packed, so that they will be handled, transported and stocked in perfect safe conditions.

3.3. TRANSPORT AND INSURANCE. Insurance, if contracted, and transport fees, will be paid by the Supplier. The Supplier will also be responsible of the goods during transport, covering all expenses due to putative loss or damage.

3.4. DELIVERY. Shipment of the goods covered by this P.O. will be delivered complete in a single shipment, i.e., including all the items of the P.O. We do not accept partial deliveries unless otherwise instructed by writing.

4.- PRICES.

All prices will be net and fixed for goods delivered at the place indicated by KONIK-Tech, not accepting any extra increase on prices (packing, transport, storage, taxes, etc.).

5.- DELIVERY TIME AND PENALTIES

Delivery time is an essential part of this Contract. Failing to meet the delivery time, unless it is due to reasons beyond the Supplier’s control, and always fully justified and informed time enough before to surpass the delivery date, will allow KONIK-Tech to either cancel the P.O. or to apply a penalty for delay. This penalty will be a 0.15% for every delayed day, starting the next day after the expected date of delivery. The maximum penalty for delay will be a 10% of the total of the P.O. Still, KONIK-Tech keeps the right to be compensated for the damages caused.

6.- INVOICING AND PAYMENT

KONIK-Tech will always receive the Invoice within the following ten days after the Invoice date. This date will never be previous to the date of delivery of goods.

For each P.O., a UNIQUE AND DUPLICATED INVOICE. We do not accept partial Invoices. An Invoice must include References, Descriptions, Quantities, Unit Price for each item, Total Price, tax (if apply) as well as our P.O. Number, your Supplier Code and V.A.T number.

Invoice payment will be made by Bank Draft at 90 days invoice date, issued the 20^th of every month (unless other conditions were agreed by both parties in writing). One Bank Draft will be made out for each Invoice.

Any Invoice that will fail to accomplish the above described, will be returned for its correction. A new one will be drawn up with a new date.

7.- RECEPTION CONTROL

According to our internal procedures and ISO 9001 Quality Control procedures, all the goods received are inspected at its reception. All goods received must meet all the requirements specified on the P.O. (quantity, quality, specifications, etc.). When not, if considered necessary, they will be returned to the Supplier, who will be responsible for putative returning additional expenses. The Supplier will not substitute the goods unless otherwise instructed.

8.- GUARANTEE

The goods will be guaranteed by the Supplier free from materials, workmanship or manufacturing process defect, assembly or labour failure, for twelve (12) months. The Supplier accepts, upon KONIK-Tech decision, to either replace any defective material by a new one or to refund its cost, including any extra charge due to any of the above mention failures. In case of replacement, the Supplier agrees to extend the guarantee period for the time delayed.

9.- CANCELLATION OF ORDERS

By accepting this P.O., both Parts agree to allow KONIK-Tech to cancel the Order without any penalty, either if the delivery delay exceeds the maximum accepted or if it is demonstrated that the Supplier cannot meet the requirements or technical specifications previously agreed. In such cases, KONIK-Tech will have the faculty to either cancel the contract, or to demand its fulfilment, receiving the correspondent compensation for it.

10.- LEGISLATION

Any possible litigation that may come across from the present P.O. will be applied according to the Spanish Legislation.

TERMS AND CONDITIONS FOR SALES AND SERVICE

The present Terms and Conditions for Sales and Services will be applied to the operations of Sales of Products, Support giving and Software licence by KONIK-Tech.

1. DEFINITIONS

a) We mean by “Annexes” the documents of description of Products, Support or other commercial conditions that are applicable to the selling or the Products licence or the giving Support services.

b) We mean by “Prices list” the list of available Products and Support created by KONIK-Tech, with the corresponding prices, in the places where the Customer makes the order and where the delivery takes place.

c) We understand that in “Products” are included the hardware, software, options, documents, accessories, supplies, spares and improvements that appear in the Prices List in the date KONIK-Tech receives the order from the Customer. We mean by “Special Products” the Products that have been modified unanimously to satisfy the changes requested by the Customer.

d) We mean by “Software” one or more programs, able to operate in a computer, processor or controller, that appear listed separately as Software Product in the Prices List or included in it with another Product or installed in the hardware in a fixed way in normal functioning conditions.

e) We understand that in “Support” are included the hardware maintenance and reparation, the Software actualisations, the support and maintenance services, consulting, formation and other support services offered by KONIK-Tech.

2. PRICES

a) The prices tendered to the Customer will be valid during the period indicated in the offer or during the Order Period, in case one finishes before the other.

b) The prices include Products delivery, according to KONIK-Tech standard conditions, in the area delivery in the country where the Customer makes the order.

c) Taxes are not included in the prices and will be invoiced separately, if applicable.

d) The prices of the Products will be valid from the date of the original order until one hundred and eighty (180) days after. Changes in the orders that prolong the delivery beyond these one hundred and eighty (180) days from the date of the original order, will be understood as new orders to which apply the current prices when KONIK-Tech receives the change in the orders.

e) The Support prices can be modified by Konik-Tech by means of a written notification sixty (60) days in advance.

3. ORDERS

a) The orders of Products have to specify a date for delivery comprised within the following one hundred and eighty (180) days after the order.

b) Unless something else is mutually decided, the Customer will have to specify in the orders a place of delivery located in the country where the order is made.

c) The Customer will be responsible for the transport costs and the costs originated from the devolution of the Products to the KONIK-Tech shipping places, in case the Products would be cancelled after the shipping. The Customer could be responsible of additional costs in case of cancelling orders of Special Products. The Customer will be able to ask the end of the giving Support service in relation to one or more Products or cancel Support services, by means of a written notification sixty (60) days in advance.

4. DELIVERY

Delivery remains conditioned to the Products availability of KONIK-Tech when receiving the order from the Customer. KONIK-Tech will do its best to fulfil its duty with the tendered or requested dates of delivery. In case KONIK-Tech lagged behind the delivery of Products during a period beyond the following thirty (30) days to the agreed date of delivery, the Customer will have the right to cancel, without any cost, the related orders.

5. SHIPPING AND LOSS OR DAMAGE RISK

a) KONIK-Tech will ship according to the standard commercial practice of KONIK-Tech. The Customer requests related to packing or special shipping instructions will have to be previously agreed between the Parts. The amount for these concepts will be invoiced to the Customer separately.

b) The title deed upon the hardware Products and the loss or damage risk will be transmitted to the Customer just after making the delivery in the place agreed by the Parts. In case the Products would be shipped following the Customer shipping instructions, the title deed and the loss or damage risk will be transmitted to the Customer when the Products are in the KONIK-Tech shipping area.

6. INSTALLATION

a) The Products installation classification is defined by means of codes that appear in the KONIK-Tech Prices List. The installation, when included in the sale price, will be understood as finished once the Product passes the KONIK-Tech installation procedures and tests satisfactorily.

b) The Customer’s Products acceptance will be understood as confirmed once the installation by KONIK-Tech is finished - in the case of Products that include installation in the sales price -, or when delivering - in the case these Products do not include installation in the sale price. For the Products that do not include installation in their sale price, the Customer’s acceptance will be considered proved unless the Customer declares, within the following fourteen (14) days after the delivery, that the Products do not pass satisfactorily the programs or test procedures established by KONIK-Tech.

c) If KONIK-Tech is responsible for the installation and the Customer schedules or delays the installation beyond thirty (30) days after the delivery, the Customer’s Products acceptance will be assumed on the thirty-first (31) day after the date of delivery.

7. PAYMENT TERMS

a) Unless a written agreement is conveyed, invoices have to be paid in a period of thirty (30) days from the date of invoicing. The costs for the Support services contracted by the Customer will be invoiced in advance. KONIK-Tech saves its right to change the credit conditions without notice.

b) KONIK-Tech saves its faculty to solve unilaterally the present Contract in case the Customer failed to observe the payment terms or any other obligation corresponding to the present Contract or any other Contract signed with KONIK-Tech. The unilateral solving will take place if KONIK-Tech makes a written request to rectify the breach of contract and the Customer persists after ten (10) days from the request.

8. SUPPORT

a) Support orders imply the Customer’s acceptance of the terms and conditions of the Annex regarding Support. This Annex is the one prevailing in the date of the order and which terms and conditions are parts of the present Contract.

b) Only the Products that are in good functioning conditions and have followed the revision levels specified by KONIK-Tech can have Support services. The services carried out by KONIK-Tech to replace Products at such conditions and levels, to put them in a suitable Support services level, will be invoiced to the Customer according to the KONIK-Tech Prices List prevailing when the Customer receives the order.

c) KONIK-Tech saves its faculty to make as many modifications in the Products as it is convenient to improve the functioning and liability or when such modifications are required legally, without any charge for the Customer.

d) The Customer will be responsible for the Products transfer from their original location. In case of transfer and in view of the new location, KONIK-Tech can charge the Customer with the additional tariffs regarding the contracted services, as well as modify the answering times. Continuity in service giving, in case of transferring the Products to another country, remains conditioned to the existence of a KONIK-Tech authorised service surveyor.

e) The non-qualified Products are excluded from the service giving. Hardware and Software not provided or approved by KONIK-Tech and Products to which the Customer does not allow KONIK-Tech to introduce any modification are considered “non-qualified Products”. Customer is responsible for the removal of the non-qualified products in order to permit KONIK-Tech to carry out the Support services. In case the difficulties when giving a Support service increase because of the existence of non-qualified products, KONIK-Tech will charge the Customer the work overload to the KONIK-Tech standard tariffs.

f) Support does not cover damages or failures caused by:

1) The use of spares or physical support not branded as KONIK-Tech.

2) Conditions in the place where the Product is located do not have the requirements established by KONIK-Tech.

3) Negligence, inappropriate using, damage caused by fire or water, electric alterations, transport made by the Customer, works or modifications not carried out by staff or subcontractors of KONIK-Tech, or any other causes out of the control of KONIK-Tech.

g) The Customer will be responsible of the confidential information of his property, as well as the maintenance of a procedure external to the Products that allows the reconstruction of files, data or programs lost or altered. A representative of the Customer must be present when KONIK-Tech renders its services. The Customer is obliged to notify to KONIK-Tech, if this is the case, the use of Products in an environment that can imply a potential risk for the health of the staff or the subcontractors of KONIK-Tech. In this case, KONIK-Tech can insist on the Customer carrying out the maintenance directly under KONIK-Tech supervision.

9. GUARANTEE

a) KONIK-Tech guarantees its hardware Products against materials or labour failures. If KONIK-Tech receives a notification of such failures during the guarantee period, KONIK-Tech can choose between mend them or substitute them, after checking the faulty state of the product.

b) KONIK-Tech guarantees its software against material or labour failures that prevent from executing its programming instructions. This remains conditioned to the fact that the Software is properly installed and is used in the Product of hardware indicated by KONIK-Tech. If KONIK-Tech receives notification of these failures during the guarantee period, KONIK-Tech will mend or substitute the Software physical support that do not execute its programming instructions due to such failures.

c) KONIK-Tech does not guarantee that the Products running will be uninterrupted or errors free. If KONIK-Tech could not mend or substitute any Product in the guaranteed conditions within a reasonable period of time, the Customer will have the right to the reimbursement of the selling price, previously giving the Product back to KONIK-Tech.

d) The Products have a standard guarantee, defined by the code that appears in the KONIK-Tech Prices List applicable in the date KONIK-Tech receives the order from the Customer, unless the Customer purchases an option or a system that prevails upon the standard guarantee of the Product. KONIK-Tech saves its right to change the guarantee code: in that case, those changes would only affect to new orders. The guarantee period will begin from the Product delivery date on, or from the installation date on in case of being installed by KONIK-Tech. In case the Customer would have programmed or delayed the installation to a date later than thirty (30) days after the delivery date, then the guarantee period will start on the thirty-first (31) day after the delivery date.

e) The Customer can dispose of any of the Service or Reparation Centres authorised by KONIK-Tech in the countries belonging to the “European Economic Community” (EEC) and the “European Free Trade Association” (EFTA). These Centres can be used for the guarantee services giving both in the place of installation and in the same Service or Reparation Centre.

f) Failures originated from the Customer inadequate or inappropriate maintenance or calibration are excluded from the guarantee. The Software surveyed by the Customer, interfaces or supplies, non-authorised modifications or inappropriate using, running out of the environmental specifications published for the Product, or inadequate preparation or maintenance of the place of installation on the part of the Customer are also considered excluded from the guarantee.

g) APART FROM THE PREVIOUSLY INDICATED, KONIK-Tech DOES NOT ASSUME ANY OTHER GUARANTEE COMPROMISE, WRITTEN OR VERBAL, EXPLICIT OR IMPLICIT. KONIK-Tech DIRECTLY EXPRESSES THAT MARKETABILITY OR SUITABILITY FOR ANY SPECIFIC AND PARTICULAR APPLICATION ARE NOT GUARANTEED.

IMPORTANT: Some of the Products and the Support that appear in the present General Terms and Conditions for Sales and Services, are imported under a special Distribution licence given by the U.S. authorities responsible for the control of the exports. There is the condition of not being re-exported without the previous authorisation of the authorities. In the same way, the regulations on foreign trade for defence material and double-use material contained in the Spanish Real Decreto 824/1993 of the 28^th of May, its complementary regulations and/or the one that in the future could substitute it or complement it, must be observed. The Customer, on accepting the Products and the Support, also accepts the fulfilment of the obligations that appear on the present dispositions.

10. LICENCES

a) In this section concerning to Licences, we mean by “USE” the storing, load, installation, execution or display exhibition of the Software in a computer, processor or controller, or the copying of the Software exclusively for files or security purposes.

b) For the payment of the corresponding price, KONIK-Tech grants the Customer with a non-exclusive licence for the use of a copy of the Software detailed in the order of the Customer. This licence is in compliance with the terms of the applicable Licence of Software according to what is specified in the Prices List. The terms of the KONIK-Tech Standard Licences of Software are specified below. Other categories of Licences of Software are available depending on the Software. In the case a Licence is not specified for the Software for the payment of the corresponding price, KONIK-Tech grants the Customer with a licence for the Use of a copy of the Software in only one computer, processor or controller, independently when it is used.

“SYSTEM LICENCE”: The Customer will be able to use the software at any moment:

1) In only one computer or processor (System Basic Licence).

2) In any computer or processor belonging to only one type of computers or processors (Type Licence).

3) In an individualised and registered computer or processor (Node Licence).

Some System licences can be limited to a maximum number of users, according to what the Prices List details.

“CONCURRENT USER LICENCE”: A number of identified users can Use the Software at the same time at any moment.

“TEMPORAL LICENCE”: The Customer can Use the Software only during a certain period of time.

“RUNTIME LICENCE”: The Customer can Use the Software only with regard to its execution capabilities, but not with regard to its programming capabilities.

c) KONIK-Tech grants the Customer with a licence for the Use of Software installed in the Hardware in a fixed way in conditions of normal functioning. It is only with regard to its running in the Product associated in the set up in which the Product has been sold or improved by KONIK-Tech afterwards. The Customer will be able to transfer the referred Software only if it is transferred together with the associated hardware product.

d) The licences specified below are available for certain Software in case it is indicated in the Prices List and on payment of the corresponding price:

1) The Customer can make a copy of the Software licensed directly by KONIK-Tech and make Use of it.

2) The Customer can sublicense a copy of the Software to a final user to make Use of it or to a reseller authorised by KONIK-Tech for its subsequent distribution to a final user to make Use of it. Such sublicences must incorporate the conditions contained in section 10, by means of a sublicense contract regularised in writing and of compulsory fulfilment by the parts. This contract has to be at the disposal of KONIK-Tech if required.

The Use of Software authorisation/s will be also applicable to copies of Software made under the protection of the referred licences.

e) The License of the Customer does not include the right to modernisation, improvement or similar. KONIK-Tech saves its right to request the Customer the contracting of an additional licence with its corresponding price, in case the Customer would like to make Use of the Software in computers, processors or controllers that have been improved.

f) The Software installed in a Product of hardware and sold together with it, can only be used in that Product in the set up specifically sold by KONIK-TECH or with the subsequent improvements made by KONIK-Tech.

g) The License of the Customer does not give titularity or property upon the Software, or any of the rights related with the source code, and it will not be understood as a transmission of any of the rights upon the Software.

h) The Customer cannot disassemble or discompile the Software without the written authorisation of KONIK-Tech, unless the law does not require it. If KONIK-Tech requires so, the Customer will give reasonably detailed information about any disassembling or discompilation.

i) The Customer can hand over the thorough licence of Software in case of being authorised by writing by KONIK-Tech and on payment of the applicable price of granting to KONIK-Tech. After the granting, the Customer will immediately give back all the copies of the Software to the grantee of the licence of the Customer authorised by KONIK-Tech. The grantee will have to accept in writing the licence of the Customer conditions. All the conditions of the licence of the Customer will be of compulsory fulfilment by the involuntary grantees. In case of any granting, the licence of the Customer will expire automatically.

j) The third-part suppliers of Software can protect their rights against infringement of their royalties or violations of the licence of the Customer.

k) KONIK-Tech can finish the licence of the Customer or any grantee or subgrantee in case of any kind of non-fulfilment of the applicable licence. The resolution of the licence can be effective from the very moment in which KONIK-Tech notifies the non-fulfilment to the beneficiary of the licence. In case of finishing the licence of the Customer because of any other reason, the Customer will have to destroy or give back to KONIK-Tech the Software and all the copies immediately. Thus, the Customer will have to eliminate and destroy all the copies of the Software included in one adaptation, except for the individualised data fragments of the Customer from the corresponding database. After the termination, the Customer can keep a copy of the Software for file purposes, in case of having the written consent of KONIK-Tech.

11. COPYRIGHT

a) KONIK-Tech will defend any reclamation and will attend the Customer in any proceeding that assures that any Product or Support services supplied by KONIK-Tech breaks any patent, utility model, industrial design, royalty or brand in the country where the Customer makes use of the Products or receives the Support, on condition that the Customer:

1) Notifies to KONIK-Tech in writing the existence of the reclamation immediately; and

2) Co-operates with KONIK-Tech and gives to KONIK-Tech the exclusive authority to charge with the defence of the reclamation and any transaction related to it.

b) KONIK-Tech will bear the expenses of those proceedings and transactions and any expense or damages compensation to which the Customer could be condemned by the tribunal. If the Customer received a reclamation of this kind or the possibility of its presentation existed, KONIK-Tech will be able to choose between expediting the Customer with the right to continue using the Product, modify it or replace it. In the case the use of the Product were forbidden by a Tribunal or KONIK-Tech considered that any of the alternatives above mentioned could not be reasonably carried out, KONIK-Tech will reimburse the Customer with the Product residuary value on devolution of it.

c) KONIK-Tech will not be responsible in case these reclamations or infractions have their origin in:

1) the case KONIK-Tech complies with the designs, specifications or instructions requested by the Customer;

2) modifications of the Product by the Customer or a third-part;

3) the use of the Product outside the KONIK-Tech specifications;

4) the use of the Product with products non-surveyed by KONIK-Tech.

d) In the case KONIK-Tech surveys the Product for a resale, the Customer rights and obligations will extend to the territory where the Customer is authorised to resell the Product branded KONIK-Tech and to anyone whom the Customer resells the Product.

e) The here-contained stipulations constitute the total responsibilities of KONIK-Tech with regard to reclamations for infractions of the Products or Support services surveyed by KONIK-Tech.

12. ACTIONS AND RESPONSIBILITY LIMITATIONS

a) KONIK-Tech will not be responsible for delays in the fulfilment or non-fulfilment, for causes beyond to its reasonable control.

b) Products are not specifically designed, made or planned to sell them as parts, components or elements in the planning, construction, maintenance or direct functioning of a nuclear installation. The Customer will be the only responsible if the acquired Products or Support are used in the above mentioned nuclear applications. The Customer will have to indemnify and keep KONIK-Tech undamaged of any kind of loss, damages, expenses or responsibility with origin or related with the referred using.

c) KONIK-Tech’s responsibility in case of accident, by way of damage in the items, is limited to the exchange value of Pts 300.000,- or equivalent in US dollars or to the real quantities paid to KONIK-Tech for the Product that is object of reclamation if such quantities are higher than the above mentioned value. The former limitation will not be applicable to KONIK-Tech’s responsibility for damage to people with death or injuries effects. The former responsibilities will be assumed according to whether a Tribunal considers that a faulty Product, sold according to the present conditions, has directly caused the referred damages to people or items.

d) In case of any significant non-fulfilment in the Support services given by KONIK-Tech, the Customer’s actions and KONIK-Tech’s responsibility will be limited to the reimbursement to the Customer of a quantity equivalent to the amount of the services. This amount is referred to the quantity paid during the period of non-fulfilment and with a maximum amount limit corresponding to twelve (12) months.

e) THE ACTIONS AND RIGHTS CONTEMPLATED IN THE PRESENT CONTRACT ARE THE ONLY ONES THAT CORRESPOND TO THE CUSTOMER. IN ANY CASE, WITH THE ABOVE MENTIONED EXCEPTIONS, KONIK-Tech OR ITS SUBCONTRACTORS WILL BE RESPONSIBLE FOR LOSS OF DATA OR ANY OTHER DIRECT DAMAGE, SPECIALLY INCIDENTAL, CONSEQUENTIAL (INCLUDING REDUNDANT PROFIT) OR OF ANY OTHER KIND, EITHER BY A CONTRACTUAL OR EXTRACONTRACTUAL RESPONSIBILITY.

13. DIFFERENT STIPULATIONS

a) Some new products can contain certain recycled pieces that, because of their functioning features, are equivalent to new pieces. The pieces used in the service giving will be new or equivalent.

b) The Products classified by KONIK-Tech as “Used” will not be considered as “New” or “Original Use” for tax purposes.

c) The nullity or invalidity of any of the stipulations contained in the present Terms and General Conditions for Sales and Service will not affect the subsistence or validity of the rest of the stipulations.

d) In case one of the Parts were in a bankruptcy situation, were not able to meet the expense of its obligations, were in a suspension of payments or a crack (voluntary or not), were nominated a judicial administrator or made surrender of properties, the other Part could release itself from the fulfilment of the remaining obligations.

e) None of the Parts will be able to hand over the rights or obligations that belong to it according to this Contract, without having the previous written consent of the other Part. However, KONIK-Tech is authorised to hand over to third-parts, freely, any of the credit rights in front of the Customer in consequence to this Contract.

f) The non-fulfilment of any of the rights that correspond to the Parts according to this Contract will not constitute or be interpreted as a resignation of the final agreement or the loss of such rights.

g) The rules related to administrative contracting, conditions and general administrative clauses will not be binding on any of the Parts, unless the Law established something else or were collected in the present Contract.

h) The Customer who exports the Products assumes the responsibility for the observance of any of the applicable norms, being responsible of obtaining the required export and import authorisations. The Customer cannot export or re-export the Products or any technical data, if violating the applicable norms.

i) Any possible litigation that may come across from the present Contract will be applied with the Spanish legislation.

j) The stipulations contained in sections 9 to 12 will remain effective after the sale or the licence of Products delivery. In the same way, all the stipulations related to Support services request which duration period would not have ended will remain effective.

k) The present Terms and Conditions for Sale and Service and any other attached documents constitute the complete agreement between the Customer and KONIK-Tech in relation to the transactions that appear in those documents. They will prevail over any communication, declaration or previous agreement between the Parts, oral or written, related to the referred transactions. Any other additional or different from the ones here expressed terms or conditions of the Customer will not be applicable. The acquisition or licence of Products and Support by the Customer constitutes the acceptance of the present Terms and Conditions for Sale and Service by the Customer. They cannot be altered except by means of a modifying document signed by an authorised representative of each of the Parts.