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Euro gear corporate terms and condition of sale please use in reference to form 0101 Rev 2010 attached

CONDITIONS OF SALE (EURO GEAR) & (EURO GEAR USA) inc

It is understood by the Buyer that it recognizes and accepts all the conditions herein attached in the agreement below. Any modifications of said agreement must meet with the authority of EuroGear.

1. General Condition

All prices and details contained in any form supplied by EuroGear are given as in
indication only, with EuroGear reserving the right to make adjustments or changes
decided upon by EuroGear in association with dimensions, materials, design,
dimensions , components, etc. All weights given in the quotation are an indication only
and cannot under any circumstance be indicators for adjustment to prices invoiced to
the Buyer nor be held against in future against any existing order. For any additional
articles, all prices a delivery dates are to be negotiated before any commitment is made
by EuroGear to the Buyer. All quotations are in $USD or otherwise specified. Taxes, WHT, Interest, Additional port charges, fees, custom charges, Daily Storage fees, removal fees including equipment, demurage and all applicable taxes are extra at buyer expense. All documents submitted by the Buyer t remain the sole property of the Buyer and shall be submitted to the Buyer at his request.

The Buyer guarantees to fully cooperate with EuroGear in the completion of any order made by the Buyer, including supplying all necessary information, including environment and regional constraints, the material or product being designed and any other requirement deemed as normal business operating procedure.

All items and repairs are Exworks Euro Gear Facilities.

2. Contract Obligations
The contract of sale is concerned fully complete upon the acceptance by the Buyer of

EuroGear final price and a purchase order has been given by the Buyer to EuroGear. Any orders placed by by email, letter or verbally, and EuroGear has accepted by email, letter or verbally, shall be considered as a formal acceptance of a contract. In a circumstance that there are any disagreements concerning any detail of a contract between the Buyer and EuroGear, the last written agreement shall be rendered as the final contract. All previous quotations, letters, email or verbal terms shall not hold any value.

3. Prices and Payment

All prices will be indicated within the purchase order.The Buyer acknowledges that at purchase order, the Buyer will include a payment to EuroGear for 80 ( Eighty) percent of the total amount. The Buyer guarantees that when EuroGear is ready to release the order for shipping, The Buyer will pay the balance of 20 ( Twenty) percent to EuroGear

within 10 (Ten) days. The Buyer agrees that EuroGear will not release the order until all payments agreed upon have been made. In the event of delay of final payment, the Buyer agrees to a penalty fee of 3 ( Three ) percent, per month, on any existing balance owed by the Buyer to EuroGear, The Buyer agrees that it will not hold any claim against EuroGear in the event of default of payment by the Buyer, and will release EuroGear from any liability or responsibility if the the amount owed by the Buyer to EuroGear surpasses 3 ( Three) months. Any decision made by EuroGear concerning the purchase order after the 3 ( Three ) month period has finished will be respected by the `Buyer and does not relieve the Buyer from any claims made by EuroGear for monies owed and damages against the Buyer including all fees applied and incured .

4. Installation and On-SIte

EuroGear may, when indicated on the contract, provide support in the installation and instruction on all its products upon delivery. Unless there is a clause written in the contract, the performance of these services cannot in any manner be considered as a basis for approval of the products by the Buyer. EuroGear cannot be held in any way responsible for any articles or conditions deemed necessary at the point of installation and shall be deemed the responsibility of the Buyer at the Buyer s expense. If requested by the Buyer, EuroGear may supply any supervision at expense of the Buyer and shall not be included in the initial purchase order.

5. Guarantee of Products

EuroGear will provide a manufacturers warranty separately from this contract and the
terms will be given based on the individual requirements of each independent product
from EuroGear. The warranty includes clauses for any defective product produced by EuroGear. The warranty does not cover any occurrences linked to mismanagement,
poor installation, poor maintenance or any other situation not in the control of EuroGear.
Any repairs, modifications or changes made by the Buyer will deem the warranty null
and void. Any claims made by the Buyer to EuroGear for warranty related issues will
first be analyzed by experts mandated by EuroGear and their assessment will be
recognized as final authority. If warranty is applied, EuroGear guarantees to rectify the problem with due diligence, bearing the costs of repairs, and modification at its
expense. If parts, gearboxes are opened or worked on other then Euro Gear, items will be all warranty voided. If the problem or reason for the problem is not the responsibility of EuroGear, the Buyer agrees to cover the costs of the experts and any repairs they may be forced

to complete. A report from the experts will be made available to both the Buyer and EuroGear.

6. Miscellaneous

In the event of an unexpected or business interruption due to natural disasters, political or governmental issues or any other uncontrollable disaster, both parties agree that there will be a mutual respect for the situation and certain measures will be accorded to allow for either party to re-establish normal business activity.

7. Disagreements

Both parties agree that any dispute that cannot be resolved by discussion or understanding , an arbitrator will be assigned in order to attempt a resolution. The arbitrator s decision or opinion will not be considered as a judgement, but as a possible position for both parties to consider. EuroGear and the Buyer agree that in the event of any disagreement reaching a level where legal action may be deemed necessary, the laws of courts of New York will be recognized as law and only there can a legal challenge be placed.

Terms and Conditions of Sale Equipment