CONDITIONS OF SALES AND DELIVERY

Of WYO Talen Nederland, having its office at Rembrandtlaan 16, 6006 PM Weert, the Netherlands.

1.      General

1.   These general conditions apply to all offers made by WYO Talen Nederland, all orders accepted by WYO Talen Nederland and all agreements and contracts, under whatever name, entered into by WYO Talen Neder­land, hereinaf­ter to be referred to as WYO Talen, with third parties, hereinafter to be referred to as the other party, and the execution of such. These conditions can only be deviated from by means of a notification in writing signed by the WYO Talen management, in which case the said deviation shall only apply to the order for which it has been agreed.

2.   Arrangements or agreements with members of the WYO Talen staff shall only be binding if those agreements have been confirmed or are endorsed by the WYO Talen management, for which purpose the other party can set a reasonable time limit.

2.      Offers and agreements

1.   All offers made by or on behalf of WYO Talen shall be without engagement.

2.   If the agreement is confirmed by WYO Talen in writing, the agreement shall be effective from the date of this confirmation.

3.   An order for the production of a translation shall always, also after confirmation of the agreement, be accepted under the resolutive condition that WYO Talen can still reject the order within a reasonable period of time after taking cognizance of the text to be translated.

4.   For training courses with open subscriptions (group courses for private individuals), WYO Talen is authorized to postpone the course or dissolve the agreement if there are not enough subscripti­ons or if there are any other special circumstances making it necessary to dissolve the agreement. In such case, WYO Talen shall inform the other party in time and return any advance pay­ments already made.

3.      Times of delivery

1.   If time limits for completion of the services by WYO Talen have been set, these times shall only be considered to be approximate. They shall never be considered as deadlines.

2.   Neither party shall be entitled to damages if services have not been completed within these time limits. If these limits are substantially exceeded, the other party shall be entitled to dissolve the agreement, after having noti­fied WYO Talen of default in writing and having allowed WYO Talen another reasonable time limit for fulfillment of the agree­ment.

4.      Execution of agreement

1.   WYO Talen shall be obliged to carry out all orders accepted by WYO Talen to the best of its knowledge and abilities.

2.   WYO Talen shall always be authorized to have third parties carry out the agreements, without prejudice to its responsibility for proper execution.

5.      Force majeure

1.   In the case of any failure or deficiency on the part of either party which cannot be attributed to its direct culpability or for which the said party cannot be held liable pursuant to current laws, legal acts or commonly accepted business practices, the said party may plead force majeure. Inability to participate in intensive training courses due to illness shall not be conside­red force majeure, since both parties presume that a student or a teacher can be replaced.

2.   In such cases, both parties shall first determine whether or not execution is still possible and feasible after the impediment has been removed. If this shall prove to be impossible, both parties are authorized to partially or fully dissolve the agreement without any further conditions. If part of the agreement shall have already been carried out by WYO Talen, the dissolution shall only apply to the part which has not yet been executed, and the other party shall pay a price proportionate to the already executed part of the agreement, augmented with any costs incurred by WYO Talen.

6.      Remuneration

1.   The other party shall pay WYO Talen a remuneration or a price (herei­nafter to be referred to as price) in accordance with WYO Talen's customary rates in respect of the nature and extent of the activities concerned.

2.   The other party shall reimburse any costs related to executi­on of the agreement to WYO Talen, insofar as these costs have not been included in the price.

3.   If the order is confirmed by WYO Talen, the due price will be included in such confirmation.

4.   Unless expressly stated otherwise, all prices stated by WYO Talen are net prices, exclusive of V.A.T.

7.      Payment

1.   All costs related to payment, including banking costs and any costs related to bills of exchange, shall be charged to the other party.

2.   Payments - including any advance payments - shall be made within the term of payment mentioned on the order confirmati­on or invoice. Unless stated otherwise on the invoices, a term of payment of 14 days shall apply. If the payment shall not have been made by the indicated date, the other party shall be in default and shall be charged interest on arrears at the rate of 2% on top of the legal interest over the (remaining) amount.

3.   If payment in installments has been granted and the other party fails to pay one or more i­nstallments in time, the said party shall be legally in default, with no notifi­cation of default being required, and the entire remaining amount shall be immedia­tely payable.

4.   If the other party fails to meet any of its obligati­ons whatsoever properly or in time, all obligations of WYO Talen in respect of the other party, entered into under whatever name or on whatever ac­count, shall be suspended until the said obligations of the other party shall have been fulfilled.

5.   Payments shall always be made without discount. The other party shall have no right to claim debt settlement. Com­plaints shall not entitle the other party to refuse or delay any payments unless the overall performan­ce of WYO Talen fails to conform to the terms of the agreement.

6.   Payments made by the other party shall first serve to settle costs, then interest and then ­the debts which have been outstanding for the longest period of time, even if the other party shall have indicated otherwise.

7.   In cases of the other party's decease, being placed under receivership, application for provisional moratorium, declaration of bankruptcy, or if all or part of his property shall be impounded by a third party, the amount due by the other party shall be fully payable.

8.   If, in case of overdue payments, WYO Talen finds it necessary to employ a third party for collection of its receivables, the related costs will be charged to the other party. WYO Talen shall decide whether the other party is to be charged with the actual costs incurred by WYO Talen or with an amount equal to 15 % calculated on the principal amount and increased with the interest on arrears, which in any case shall be no less than ¦ 250.--. The said collection costs shall be payable following a single engagement of a third party for collection by WYO Talen.

9.   WYO Talen shall be authorized to suspend or refuse to execute its obligations towards the other party until WYO Talen finds that the other party has given sufficient security of pay­ment.

8.      Liability

1.   WYO Talen shall never be held liable for the consequences of incorrect or incomplete data provided to WYO Talen by the other party.

2.   WYO Talen shall be considered able to fully rely on the data provided by the other party and shall not be obliged to carry out any research as to the reliability of such data unless this was obvious under the circumstances.

3.   The other party shall be obliged to check the work provided by WYO Talen carefully, especially if such work concerns technical subjects and/or if incorrect wording may have serious effects.

4.   In view of the nature of its activities, WYO Talen may only be held liable for any damages incurred or to be incurred by the other party if WYO Talen can be held responsible for clearly demonstrable gross negligence or intention and the other party cannot at all be held responsible for not having noticed this when checking the work provided.

5.   WYO Talen shall not be liable for any damage resulting from loss of, destruction of or damage to manuscripts, documents, books, papers, diskettes or information carriers entrusted to WYO Talen, unless its clearly demonstrable culpability in this respect can be proved. Forwarding of such materials shall always take place at the expense and risk of the other par­ty.

6.   WYO Talen shall never be held liable for indirect loss or damage, such as consequential loss and/or loss of profit. The liability of WYO shall always be limi­ted to the damage that was the direct result of a shortcoming that WYO can be proven to be accountable for..

7.   If WYO Talen shall be found (partly) liable notwithstanding the above agreements, its liability will always be limited to the amount charged for the order linked to that liability or to the amount that would normally be charged for the order concerned.

8.   The other party shall be obliged to indemnify WYO Talen against any possible claims by third parties in accordance with the stipulations of the first seven paragraphs of this clause.

9.   The right to claim damages shall in all cases lapse after six months from the date on which the order concerned was executed.

9.      Copyright

1.   The copyright and all exclusive rights in respect of (provisional) translations and/or other (provisional) texts produced by or on behalf of WYO Talen shall be assigned to WYO Talen, which shall therefore be considered as the author and possessor of the copyright in the sense of the Netherlands Copyright Act and as such shall be entitled to dispose of the text or translation.

2.   WYO Talen shall be authorized to have its name included in the colop­hon or credits of a publication.

3.   In case the other party shall request information concerning copyright, WYO Talen shall be obliged to provide full information and to give all assistance required by the other party in this respect.

4.   WYO Talen may transfer copyrights in whole or in part only if  such transfer is expressly stipulated for each clearly defined object. All conditions mentioned above shall still apply after transfer of copyright (Section 25 AW [Netherlands Copyright Act]).

10.    Complaints

1.   Complaints concerning the quality of the work provided are to be notified in writing to WYO Talen within fourteen days after receipt of the work, after which WYO Talen shall be given an opportunity to resolve these complaints insofar as they are justifiable.