GENERAL TERMS AND CONDITIONS OF SALE AND PURCHASE

OF:

GCP Dental B.V.
Registration at the Chamber of Commerce for Rotterdam, The Netherlands under number 280 93 447.

hereinafter to be referred to as: the supplier

Article 1 Definitions

1.1. In these general terms and conditions, unless explicitly stated otherwise, the terms mentioned hereinafter will be understood to have the following meaning:

The supplier: the user of the general conditions;
The buyer: the other party of the supplier, acting in the course of its business or profession;
The agreement: the agreement between the supplier and the buyer.

Article 2 General

2.1. The provisions of these general terms and conditions will apply to all offers, all agreements and all deliveries between the supplier and a buyer to which the supplier has declared these conditions to be applicable, insofar as the parties have not explicitly departed from these terms and conditions in writing.
2.2. These conditions will also apply to all agreements with the supplier, for the implementation of which third parties must be engaged.
2.3. The general conditions of the buyer will only apply if it has been explicitly agreed in writing that these are applicable to the agreement to the exclusion of these conditions. In that case, any provisions in the general terms and conditions of the supplier and the buyer that are still contradictory will only apply between the parties if and insofar as they form part of the terms and conditions of the supplier.
2.4. In the event that one or more provisions in these general terms and conditions is or are void or voidable, the other provisions in these general terms and conditions will continue to apply in full. In that case, the supplier and the buyer will consult each other with a view to agreeing on new provisions to replace the void or voidable provisions, whereby insofar as is possible, the object and the purport of the original provision will be observed.
2.5. The buyer with whom a contract was entered into under these terms and conditions one time hereby declares to agree that these conditions will also apply to subsequent orders and/or new agreements to be concluded with the supplier.

Article 3 Offers and quotes

3.1. All offers are without engagement, unless the offer states a period for acceptance.
3.2. The quotes made by the supplier are without engagement. The supplier will only be bound by the quotes if the acceptance hereof by the buyer is confirmed in writing within the term stated. The supplier will have the right to render his contractual obligation vis-à-vis the agreement dependent on the receipt of confirmation of order signed by the buyer or a copy thereof. For deliveries for which in view of their nature and limited size no quote and/or order confirmation is sent, the relevant invoice will also be regarded as the order confirmation. In this case, the invoice will be regarded as reflecting the agreement correctly and in full.
3.3. Delivery terms in the quotes of the supplier are indicative and in the event that they are exceeded, unless explicitly agreed otherwise, will not give the buyer a right to dissolve the agreement or claim compensation.
3.4. The prices in the offers and quotes mentioned are exclusive of VAT and other governmental levies as well as dispatch costs and transport and packaging costs, unless explicitly stated otherwise.
3.5. If the acceptance varies with regard to minor points from the offer included in the quote, the supplier will not be bound thereby. In this case, the agreement will not be realised in accordance with such variant acceptance, unless the supplier states otherwise.
3.6. A composite quote will not oblige the supplier to supply part of the goods included in the offer or quote for a corresponding part of the price.
3.7. Offers or quotes will not automatically apply to subsequent orders.

Article 4 Implementation of the Agreement

4.1. The supplier will carry out the agreement to the best of his knowledge and ability and in accordance with high standards, one thing and another on the grounds of the latest scientific knowledge.
4.2. If and insofar as required for the proper implementation of the agreement, the supplier will have the right to have certain tasks carried out by third parties.
4.3. The buyer will ensure that the supplier is provided with all data in good time that the supplier indicates are necessary, or with regard to which the buyer should within reason understand that they are necessary in connection with the implementation of the agreement. In the event the supplier has not been provided with the data required for the implementation of the agreement in good time, the supplier will have the right to suspend the implementation of the agreement and / or to charge the Buyer for the extra costs flowing from the delay in accordance with customary fees.
4.4. The supplier will not be liable for damage or loss of any sort whatsoever due to the fact that the supplier has taken incorrect and/or incomplete data supplied by the buyer as a point of departure.
4.5. The buyer will indemnify the supplier against claims brought by third parties that have suffered damage or loss in connection with the implementation of the agreement, which damage or loss is attributable to the buyer.

Article 5 Delivery

5.1. Insofar as is possible, all delivery terms mentioned by the supplier will be observed, although these terms will not apply as strict deadlines. At no time, in any case, will the supplier be bound by delivery terms that can no longer be realised due to attributable failures as referred to in Article 12 of these terms and conditions.
5.2. Delivery will take place ex factory / ex warehouse of the supplier.
5.3. If delivery takes place on the basis of "Incoterms", the "Incoterms" applicable at the time of the conclusion of the agreement will apply.
5.4. The buyer will be obliged to accept delivery of the goods at that time that the supplier supplies them to him or causes them to be supplied to him, or at the time that they are made available to him in accordance with the agreement. Immediately after receipt, the buyer will be obliged to inspect that supplied for any visible defects and/or damage. The buyer must notify the supplier in writing of any defects and/or damage immediately or within 3 working days as of receipt of the delivery.
5.5. In the event that the buyer refuses to take delivery of that supplied or fails to properly provide information or instructions required for the delivery, the supplier will be entitled to store the goods at the expense and risk of the buyer.
5.6. In the event that the goods are delivered, the supplier will be entitled to charge any delivery costs incurred in connection with the delivery. These will then be invoiced separately.
5.7. In the event that the supplier requires data from the buyer in connection with the implementation of the agreement, the delivery term will commence after the buyer has provided the supplier with such data.
5.8. The supplier will be entitled to supply the goods in parts, unless the agreement departs herefrom or partial supplies have no independent value. The supplier will be entitled to invoice that thus supplied separately.
5.9. In the event that it is agreed that the agreement will be implemented in phases, the supplier can suspend the implementation of those parts that form part of a subsequent phase.
5.10 Once goods have been delivered, regardless of whether an invoice has yet been sent or not, they will be fully for the risk of the buyer, including the risk of damage, loss, destruction or deterioration due to fire, waters damage, vandalism, overheating, theft etc.

Article 6 Samples and models

6.1. If a sample or model has been shown or supplied to the buyer, it will be presumed only to have been provided as an indication of the item concerned, without the actual item having to comply herewith, unless explicitly agreed that the item concerned will be identical thereto.
6.2. Samples, descriptions, illustrations and publications will be deemed to give an indication of the properties of the goods to be supplied. However, the goods supplied may vary from the above-mentioned samples, etc.
6.3. Any deviations will not give the buyer the right to refuse receipt or payment of the goods, unless the extent of such deviation is such that acceptance thereof by the customer cannot within reason be required.

Article 7 Complaints

7.1 The goods supplied by the supplier will not at any time be covered by further-reaching guarantee than the guarantee that the supplier himself was given by the party from whom he purchased the goods concerned.
7.2 The right to claim under guarantee/complain will lapse if the instructions for use provided were not followed or were not followed properly, the goods supplied were treated and/or used improperly or use of the goods supplied is not in accordance with that prescribed by law.
7.3 The supplier must be notified in writing of any visible defects or shortcomings within three working days of delivery. Non-visible defects or shortcomings must be reported within three weeks of their discovery, but within the guarantee period.
7.4 If a complaint is submitted in good time pursuant to the previous paragraph, the buyer will still be obliged to purchase the item concerned and pay for the goods purchased. If the buyer wishes to return defect goods, this must take place subject to the prior written permission of the supplier, and in the manner indicated by the supplier.
7.5. The right to claim under the guarantee will lapse if that stated in this article is not complied with.
7.6. No claim will at any time be able to exceed the amount invoiced for that supplied.

Article 8 Prices and costs

8.1. All payments must be made within 14 calendar days as of the date of invoice, without any deductions or setoff for any reason whatsoever. The supplier reserves the right to supply goods for cash only or to require partial or full payment prior to delivery.
8.2. In the event that the supplier has agreed on a fixed price with the buyer, the supplier will nevertheless be entitled to raise the price.
8.3. Among other things, the supplier can charge on price rises if between the date of the offer and the implementation of the agreement significant price changes have occurred with regard to exchange rates, salaries, raw materials, semi-finished products and packaging material etc.
8.4. Unless stated otherwise, the prices employed by the supplier are exclusive of VAT and any other levies, as well as any costs that may be incurred in connection with the agreement, including costs of dispatch and administrative costs.
8.5. In the event of late payment, the buyer will be in default by operation of law and will owe the supplier interest payment of 1% per month or part thereof, calculated as of the date on which the invoice should have been paid.

Article 9 Amendment of the Agreement

9.1. If it appears during the implementation of the agreement that it is necessary for its proper implementation to modify and/or add to the tasks to be carried out, the parties will adapt the agreement accordingly in good time and in joint consultation.
9.2. If the parties agree that the agreement will be amended and/or added to, this may affect the date of completion of the implementation of the agreement. The supplier will notify the buyer hereof as swiftly as possible.
9.3. If the change and / or the addition to the agreement has or have any financial consequences and / or consequences in terms of quality, the supplier will notify the buyer hereof in advance.
9.4. If a fixed fee has been agreed, the supplier will thereby indicate the extent to which the amendment or addition to the agreement will lead to the fixed fee being exceeded.
9.5. In departure to that stipulated with regard hereto, the supplier will not charge any additional costs if the amendment or addition is the result of circumstances attributable to him.

Article 10 Payment

10.1. Payment must be made within 14 days as of the date of invoice in a manner to be indicated by the supplier and in the currency stated in the invoice. Objections made against the sums stated in the invoices will not suspend the obligation to pay.
10.2. In the event that the buyer still fails to pay the sum due within the term of 14 days, he will be in default by operation of law. The buyer will then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest will apply. The interest on the payable sum will be calculated as of the time at which the buyer is in default up to the time of payment of the full sum due.
10.3. In the event of liquidation, bankruptcy, attachment or suspension of payment with regard to the buyer, the claims of the supplier vis-à-vis the buyer will be due and payable forthwith.
10.4. The supplier will have the right to apply payments made by the buyer firstly to settle the costs, then the interest that has fallen due and lastly the principal and the current interest.
Without being in default, the supplier can refuse an offer of payment if the buyer indicates an alternative sequence of settling debts.
The supplier can refuse the full repayment of the principal if the interest that has fallen due and the current interest as well as the costs are not thereby paid.
10.5. The supplier can charge an extra 2% on the principal with a view to encouraging early payment. This charge will be deducted as a discount for prompt payment in the event of payment within 7 days as of the date of invoice.
10.6 In the event that the buyer fails to observe his payment obligations or fails to observe his payment obligations in full, he will grant the supplier irrevocable authority to take back the unpaid goods it has supplied at the expense of the buyer or to have these goods taken back from the place where they are located.

Article 11 Retention of title

11.1. All unpaid goods supplied to the buyer including designs, sketches, drawings, films, software, (electronic) files etc. will remain the property of the supplier until the buyer has observed all subsequent obligations flowing from all agreements entered into with the supplier.
11.2. The buyer will not be authorised to pledge goods subject to retention of title or to encumber them in any other way.
11.3. In the event that third parties attach an item supplied under retention of title or wish to establish rights thereupon or lay claim to rights with regard thereto, the buyer will be obliged to notify the supplier thereof as soon as can be expected within reason.
11.4. Goods supplied by the supplier that on the strength of that stipulated under 1 of this article are subject to a retention of title can only be sold on in connection with ordinary business operations and cannot at any time be used as a payment instrument.
11.5. In the event that the supplier wishes to exercise his ownership rights specified in this article, the buyer states that he will grant the supplier or a third party to be designated by the supplier unconditional and irrevocable permission to enter all those places where the property of the supplier is located and to repossess these goods.

Article 12 Guarantee

12.1. The supplier guarantees that the goods to be supplied comply with the usual requirements and standards with regard thereto and are free of any defects whatsoever.
12.2. The guarantee under 1 will also apply if the goods to be supplied are intended for use abroad and the buyer explicitly notified the supplier in writing of such use at the time that the agreement was entered into.
12.3. The guarantee under 1 will apply for a period of 3 months as of delivery.
12.4. If the goods to be supplied fail to comply with these guarantees, within a reasonable term as of receipt thereof or, if returning the goods is not reasonably possible, after notification of the defect has been made by the buyer in writing, at the discretion of the supplier, the supplier will replace the item or ensure that it is repaired. In the event that the item is to be replaced, the buyer states that he will undertake to return the replaced item to the supplier and to give the supplier ownership thereof.
12.5. The guarantee hereby mentioned will not apply if a defect has arisen as a result of improper use or if, without written permission from the supplier, the buyer or third parties have made changes or attempted to make changes to the item or have used it for purposes for which it is not intended.
12.6. If the guarantee provided by the supplier concerns an item manufactured by a third party, the guarantee will be limited to the guarantee given for that item by the manufacturer.
12.7. Action instituted by a buyer with regard to his guarantee and/or a complaint will not suspend his obligation to pay.
12.8. No claim under the guarantee will be able to exceed the amount invoiced for that supplied at any time.

Article 13 Collection costs

13.1. If the buyer is in default with regard to the observance of one or more of his obligations, all reasonable costs incurred in order to obtain the payment due extrajudicially will be at the expense of the buyer. If the buyer remains in default of the timely payment of a sum payable, he will forfeit an immediately payable penalty of 15% on the sum due, with a minimum sum of € 50.00.
13.2. If the supplier has incurred higher costs, which were necessary within reason, these will also be reimbursable.
13.3. Any judicial and extrajudicial costs incurred within reason will also be at the expense of the buyer.
13.4. The buyer will owe interest on the collection costs incurred.

Article 14 Suspension and dissolution

14.1. The supplier will be authorised to suspend the observance of the obligations or to dissolve the agreement if:
- The buyer fails to observe of fails to fully observe the obligations flowing from the agreement.
- after the conclusion of the agreement, circumstances that have come to the attention of the supplier give well-founded grounds to fear that the buyer will not observe his obligations. In the event that there are well-founded reasons to fear that the buyer will only partially observe his obligations or will not observe his obligations properly, suspension of the agreement will only be permitted insofar as this is justified by the (feared) breach.
- on concluding the agreement, the buyer was requested to provide security for the payment of his obligations flowing from the agreement, and such security has not been given or is insufficient. As soon as security has been provided, the authorisation to suspend the agreement will lapse, unless as a result, such compliance with the requirements was unreasonably delayed.
14.2. The supplier is moreover authorised to dissolve the agreement or to cause it to be dissolved if circumstances occur that are of such a nature that observance of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances occur that are of such a nature that unamended, the agreement cannot reasonable be required to be maintained.
14.3. If the agreement is dissolved, the claims of the supplier vis-à-vis the buyer will be due and payable forthwith. If the supplier suspends the observance of the obligations, he will retain his claims in accordance with the law and the agreement.
14.4. The supplier will retain the right to claim compensation for loss or damage at all times.

Article 15 Return of goods supplied

15.1. If the supplier has supplied goods to the buyer in connection with the implementation of the agreement, the buyer will be obliged to return that thus supplied in full, in its original state and free of defects within 14 days. If the buyer fails to observe this obligation, all costs flowing herefrom will be at his expense.
15.2. If for any reason whatsoever the buyer still fails to observe the obligation mentioned under 1 after a demand for payment to that end, the supplier will have the right to recover the costs flowing therefrom, including the costs of replacement, from the buyer.

Article 16 Liability

16.1. In the event that goods supplied by the supplier are defect, the liability of the supplier vis-à-vis the buyer will be limited to that provided for in these conditions under "Guarantees". In the event of attributable failures, the buyer will give the supplier another opportunity to perform as agreed within a reasonable term. In this case, the supplier will not at any time be obliged to pay far-reaching compensation of any sort whatsoever.
16.2. If the supplier is liable for direct damage or loss, such liability will be limited to the sum of the invoice excluding VAT, or at any rate that part of the agreement that the liability relates to. The liability will be limited at all times to the maximum sum payable by the insurer of the supplier in the case concerned.
16.3. Direct damage or loss will exclusively be understood to mean:
- the reasonable costs incurred in order to determine the cause and the extent of the damage or loss, insofar as such determining relates to damage or loss within the meaning of these terms and conditions;
- any costs incurred within reason to make the defective performance of the supplier meet the agreement, unless such failure cannot be attributed to the supplier;
- reasonable costs incurred with a view to limiting damage or loss, insofar as the buyer can demonstrate that these costs have led to a restriction of the direct loss or damage as referred to in these general terms and conditions.
16.4. The supplier will not at any time be liable for indirect damage or loss, including trading loss, loss of sales, consequential loss, loss of profits, lost savings, loss due to delay and loss due to business interruptions.

Article 17 Risk transfer

17.1. The risk of loss of or damage to the goods which are the subject of the agreement will pass to the buyer at the time at which these are legally and/or actually transferred to the buyer, and the buyer or third parties to be designated by the buyer thereby have the right to dispose thereof.

Article 18 Attributable failures

18.1. The parties will not be obliged to observe an obligation if they are thereby obstructed as a result of a circumstance that is neither their fault, nor for their account pursuant to the law, a legal act or according to generally accepted standards.
18.2. In addition to that thereby understood in the law and jurisprudence, attributable failures in these general terms and conditions will be understood to mean all external causes, whether foreseen or unforeseen, that the supplier cannot exert any influence on, but as a result of which the supplier is unable to observe his obligations, such as governmental measures, transport strikes, fire and failure to perform, failure to perform on time or failure to perform properly by third parties that the user depends on in connection with the implementation of the agreement, including strikes in the business of the supplier.
18.3. The supplier will also have the right to invoke attributable failure if the circumstance hindering his (further) observance commences after he should have observed the relevant obligation.
18.4. During the period that the attributable failure lasts, the parties can suspend the obligations under the agreement. In the event that this period lasts longer than two months, each of the parties will be entitled to dissolve the agreement without being obliged to pay the other party any sum compensation for loss or damage. The supplier will be obliged to consult the buyer with regard hereto as soon as is reasonably possible. The buyer will then give the supplier another opportunity to perform as agreed within a reasonable term. If, due to one of the reasons above, the delivery can no longer take place, the supplier will not be obliged to pay any compensation for loss or damage on any basis whatsoever.
18.5. Insofar as at the time that the force majeure commences the supplier has partially observed his obligations under the agreement or will observe these obligations, and the part of the agreement observed or that will be observed has independent value, the supplier will be entitled to invoice the part already observed or to be observed separately. The buyer will be obliged to pay this invoice as if it were related to a separate agreement.

Article 19 Indemnification

19.1. The buyer will indemnify the supplier against claims of third parties with regard to intellectual property rights to materials or data provided by the buyer that are used in connection with the implementation of the agreement.

Article 20 Intellectual property rights and copyright

20.1. Without prejudicing that further determined in these general terms and conditions, the supplier will retain the rights and powers accruing to him on the grounds of the Copyright Act.
20.2. The buyer will not be permitted to make any changes to the goods.
20.3. Any designs, sketches, drawings, films, software and other materials or (electronic) files realised by the supplier in connection with the agreement will remain the property of the supplier regardless of whether these have been made available to the buyer or third parties or otherwise.
20.4. All documents that may have been provided by the supplier such as designs, sketches, drawings, films, software, (electronic) files etc., are intended to be used by the buyer exclusively and without prior permission of the supplier, are not permitted to be multiplied, made public or made known to third parties by the buyer unless the nature of such documents dictates otherwise.
20.5. All documents will therefore remain the exclusive property of the supplier, both during and after the implementation of the agreement.

Article 21 Secrecy

21.1. Both parties will be obliged to observe the secrecy of all confidential information that they have obtained from each other of from another source in connection with the agreement. Information will be regarded as confidential if it has been said to be such by a party or if this flows from the nature of such information.
21.2. If on the grounds of a legal provision or a judicial decision the supplier is also obliged to provide confidential information to third parties designated by law or the competent court, and with regard hereto, the supplier cannot invoke a statutory right or a right acknowledged or allowed by the competent court to decline to give evidence, the supplier will not be obliged to pay any compensation for damage or loss and the other party will not be entitled to dissolve the agreement on the grounds of any damage or loss arising as a result hereof.

Article 22 Restriction on the acquisition of personnel

22.1. During the period of the agreement and for one year as of the termination thereof, except after proper, business-like consultations with regard to the matter at hand, the buyer will not in any way whatsoever employ the staff of the supplier or the staff of a company that the supplier has called in in connection with the implementation of this agreement and who are engaged or were engaged with the implementation of this agreement, or directly or indirectly have such staff work for him.

Article 23 Disputes

23.1. All disputes between the parties will be subject to Dutch law exclusively.
23.2. Unless the subdistrict court is competent, the court in the place of business of the supplier will be exclusively competent to take cognisance of any disputes. The supplier will nevertheless have the right to submit any dispute to the competent court.
23.3. The parties will only take a matter to court after they have made every effort to settle the dispute by consultation.

Article 24 Applicable law

24.1. All agreements between the supplier and the buyer will be subject to Dutch law. The Vienna Sales Convention is explicitly excluded.

Article 25 Amendment, interpretation and location of the conditions

25.1. These terms and conditions have been filed at the office of the Chamber of Commerce for Leiden.
25.2. In the event of the interpretation of the content and purport of these general terms and conditions, the Dutch text thereof will prevail at all times.
25.3. The last version and/or the version applicable at the time of the realisation of the agreement will apply at all times.

Rotterdam, 12 March 2011