GENERAL SALE AND DELIVERY CONDITIONS
of the private company with limited liability Dental International BV, hereafter to be referred to as "the supplier", established at Edisonbaan 13, 3439 MN in Nieuwegein

Article 1. Application
1.1. These conditions are applicable to all the quotations and offers of, agreements with, deliveries of and activities by the supplier, unless this applicability is fully or partly expressly excluded in writing, or if it has explicitly been agreed upon otherwise.

1.2. The customer with whom a contract has once been entered into under the present conditions, agrees that these conditions will also apply to any continuation orders or new agreements he may enter into with the supplier.

Article 2. Realization of the contract
2.1. All the quotations, price indications, etc. are informal, unless expressly agreed upon otherwise in writing. If a quotation or price indication, etc. contains an informal offer and this offer is accepted by customer the supplier has the right to revoke the offer within two working days after receipt of the assignment by customer. Earlier quotations or price indications etc. are considered to have been revoked after a new quotation or price indication etc. has been sent.

2.2. Assignments, changes, additions and/or extensions of an assignment are only binding if and insofar as they have been confirmed in writing to customer by the supplier. The order confirmation is considered to reflect the contract correctly and fully. The supplier has the right, as the occasion arises, to make his commitment to an assignment dependent on signature by the customer of a copy of the written confirmation sent by the supplier.

2.3. For deliveries or activities for which with a view to their nature and limited scope no quotation or order confirmation is sent, the invoice is considered as an order confirmation at the same time. In that case the invoice is considered to reflect the contract correctly and fully.

2.4. Samples, descriptions, images and publications in the widest sense of the word are considered to reflect the nature of the goods that are to be delivered by way of indication. The goods that are to be delivered may deviate from samples etc. referred to above. Any deviations do not give the customer the right to refuse the receipt or payment of the goods or to claim any compensation, unless the deviation is so great, that the customer can not be demanded to accept this in all reasonableness.

2.5. If a contract is brought about between supplier and two or more customers, these customers are each jointly and severally liable for the observance of the obligations ensuing from the contract.

Article 3. Delivery
3.1. All the terms of delivery referred to by the supplier are fixed to the best of his ability based on the data that were known to the supplier when the contract was entered into and they will be observed as much as possible.
The terms of delivery referred to by the supplier  are, however, not fatal.
The supplier is not committed to any terms of delivery that can no longer be met because of circumstances that could not be foreseen in all reasonableness and that occur after the contract has been entered into. If there is a danger of an exceeding of any term, the supplier is held to consult with the customer as soon as is reasonably possible.

3.2. Transport is always effected at the expenses and risk of the supplier, unless expressly agreed otherwise.

3.3. The supplier is authorized to deliver in parts, unless expressly agreed otherwise. The deliveries can be invoiced separately by the supplier.

3.4. Customer is obliged to check the delivered goods for any shortages and/or damages immediately after receipt. The customer must state any shortages and/or damages to the delivered goods that appear to be present upon delivery on the packing slip and/or the transportation documents, or otherwise forthwith notify the supplier in writing, in default of which the customer is considered to have received all that has been delivered in accordance with his assignment and in a good state.

Article 4. Prices
4.1. All the prices quoted by the supplier are calculated based on the prices applicable at the time of the quotation or order confirmation. Unless expressly agreed otherwise, all the prices referred to are always exclusive of turnover tax and in Euros.
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4.2. Should any price increases occur, for example as a result of a rise in prices of suppliers, changes in precious metal prices, prices of raw materials, material costs, labour costs, government charges, freight charges, insurance costs and these price increases occur after the conclusion of the contract and before the delivery, the supplier maintains the right to charge the price increases on to customer, on the understanding that the customer is authorized to cancel the assignment, if such a rise would occur within three months after giving the assignment and amounts more than 5% of the original order amount.

Article 5. Assembly
5.1. Customer shall see that any electricity, lighting, discharge pipes, etc. required for assembly are available to the supplier in time. The costs connected to this are at the expenses of the customer.

5.2. Unless agreed upon otherwise in writing, the assembly costs are not charged and therefore fall within the prices quoted by supplier.

Article 6. Contracting third parties
1. The supplier maintains the right to contract third parties who are not in his employment in the execution of (parts of) the assignment at his expenses.

Article 7. Payment
7.1. All the payments must be effected within fourteen days after the date of invoice, without any discount or settlement for whichever cause. The supplier at all times maintains the right to deliver exclusively against immediate payment (cash on delivery) or to stipulate entire or partial payment before delivery.

7.2. In case of overdue payment the customer is in default by operation of law and he owes to the supplier a compensation of interest of 1.5 % per month or a part thereof, calculated from the day on which the invoice should have been paid.

7.3. As from the date when the customer is in default, the supplier is authorized to pass on the claim for collection without further announcement and the customer owes the extrajudicial collection costs based on the collection rate of the Netherlands Bar Association with a minimum of € 115,00.

7.4. All the payments done by the customer are always primarily used for the settlement of any owed interest and costs and then for the settlement of the claimable invoices, to start with the invoices that have been outstanding the longest, also if the customer states that the payment relates to other still open amounts.

Article 8. Suspense / dissolution
8.1. The supplier is always authorized to demand from the customer sufficient security for the observance of his payment obligations and to suspend the execution of the agreement  until the requested securities have been given.

8.2. The supplier is furthermore authorized to suspend further execution of the agreement, if the customer fails to meet the payment conditions or otherwise does not observe his obligations. Parties start from the assumption that all the mutually existing commitments are connected in the sense of article 6: 52 Dutch Civil Code.

8.3. The supplier is authorized to declare agreements existing between him and the customer dissolved, insofar as they have not yet been carried out, without judicial intervention, if customer is in default as a result of his not timely or properly meeting the obligations resulting for him from any contract concluded with the supplier, as well as in case of bankruptcy or a moratorium of payment of customer or at the winding up or the liquidation of his company/practice.

8.4. The consequences of suspense and/or dissolution in the cases described above, are always fully at the expenses and risk of the customer.

8.5. Suspense and/or dissolution leave the payment obligations of customer for goods already delivered or activities already executed intact.
In such a situation the claim of the supplier with regard to what has already been delivered or what has already been carried out by the supplier, is immediately claimable.

Article 9. Retention of title
9.1. All the goods delivered to the customer remain the property of the supplier until all that the supplier has to claim from the customer for whichever cause has been met.

9.2. In case the customer does not or not fully meet his payment obligations, he grants to the supplier an irrevocable power to take back the goods he has delivered at the expenses of customer, or to have them taken back from the location where they are located. Customer is obliged to lend the supplier all the cooperation, if the latter wishes to use this right. Preceding notice of default to this aim is not required.

9.3. Exclusively in the framework of his regular conduct of business the customer is authorized to dispose of the goods delivered by the supplier.
Any security given by the customer to a third party, for example in the form of a pledging, falls outside the regular conduct of business of the customer and may only be effected with the express written permission of the supplier. Customer is obliged to inform the supplier by return of post, if a  third party or third parties were to have goods attached that he has delivered or if customer must in all reasonableness anticipate such an action from the side of a third party or third parties.

Article 10. Industrial and intellectual property rights
10.1. All the industrial and intellectual property rights with regard to products delivered by the supplier, work building or pipe drawings and other documents pertaining to the assignment, all this in the widest sense, exclusively remain the property of the supplier both during and after the execution of the assignment.

Article 11. Liability
11.1. In the event of accountable shortcomings of the supplier in the observance of the contract the customer will give the supplier an opportunity to yet execute the performance agreed upon within a reasonable term in accordance with the contract. In that case the supplier is never held to pay further damages of whichever nature.

11.2. If the customer can in all reasonableness no longer be demanded to give the supplier another opportunity to observe his commitments, the customer is authorized to declare the contract dissolved by a written statement.
In that case the liability of the supplier for possible damage suffered by the customer is limited to an alternative compensation, which can amount at most 50% of the amounts invoiced or to be invoiced by the supplier to the customer based on the contract involved, exclusive of turnover tax. Liability of the supplier for possible further damage suffered by the customer is expressly excluded, including additional damage in whatever form including indirect damage or consequential damage, business damage or damage due to loss of profit, losses due to delays, etc.

11.3. Condition for the arising of any right by virtue of the stipulations of this article is always that the customer has reported a shortcoming that is to be imputed to the supplier according to him to the supplier in writing as soon as is reasonably possible.

Article 12. Guarantee and claim
12.1. The goods delivered by the supplier are never subjected to a further guarantee than the guarantee that the supplier himself has obtained from the persons, from whom he has obtained the goods involved. The supplier will have to inform the customer immediately about (the scope of) the guarantee granted to him, as soon as the customer requests this from him, such unless the customer has been able to take cognizance of (the scope of) that guarantee in all reasonableness in another manner.

12.2. The customer must inform the supplier in writing of claims concerning the execution of the agreement by the supplier within eight days after the receipt of the delivered goods, on penalty of expiry of any claims in this respect, unless that term reasonably requires an extension with a view to the nature of the claim in a certain case.

12.3. The right to guarantee / claim expires at any rate, if the indicated directions for use have not been followed or the delivered goods have been handled or taken into operation improperly. An action taken by the customer relating to guarantee and/or claim does not suspend his payment obligation to the supplier.

Article 13. Non-accountable shortcomings
13.1. Unforeseen circumstances of whichever nature, including mobilization, war or threat of war, fixing of quotas or other government measures, strike, interruption of transport, fire, non-, non-timely or non-properly meeting by third parties on whom the supplier depends for the execution of the agreement, of their obligations towards the supplier for whatever reason except for default of the supplier towards those third parties, so that the supplier cannot execute the order in time or not without excessively encumbering effort and/or costs measured according to objective standards will apply as a non-accountable shortcoming for the supplier. The same applies, if the supplier were to be unexpectedly confronted with illness or accident of his personnel, insofar as this concerns specialized employees, in whose replacement can not be provided at short notice in all reasonableness.

13.2. If one of the cases described in the previous subclause arises, the customer will give the supplier the opportunity to still execute the performance agreed upon within a reasonable term in line with the contract.

13.3. In case of a non-accountable shortcoming, any liability for damages of the supplier for whichever cause is excluded. Parties will not be allowed to use their right to dissolve the contract in the event of a non-accountable shortcoming until after a term of one month after the shortcoming has arisen, unless parties have agreed upon a longer term to execute the performance agreed upon as yet in writing.

Article 14. Cancellation, postponement delivery
14.1. If an agreement concluded by the supplier with the customer is dissolved upon request of the customer or as a result of a cause to be imputed to the customer, the supplier is authorized to claim damages from the customer that amount at least 20% of the order value exclusive of VAT of the deliveries involved.

14.2. At postponement of a delivery of more than thirty days upon request of the customer the supplier is authorized to claim an interest of customer in accordance with the stipulation to this effect sub 7.2 as from the date, on which the delivery had been planned in the order.

Article 15. Disputes
15.1. Any disputes between parties are exclusively governed by Netherlands law.

15.2. The District Court in Utrecht is exclusively authorized to take cognizance of all the disputes in relation with quotations of, agreements with, deliveries and activities of the supplier to a customer, unless the subject of dispute belongs to the competence of the Cantonal judge.

Nieuwegein, date 01.01.1997
Dental International B.V.

C.W. Dekker, managing director