Terms & Conditions

1. General; Entire Agreement

A. The sale of product(s) described in the accompanying quotation (the “Product(s)”) by Driftkikker Productions (“Seller”) to the party receiving the quotation (“Buyer”) shall be governed by these terms and conditions. B. Seller’s offer to sell the Products to Buyer is expressly limited to Buyer’s acceptance to these terms and conditions. Any of the following constitutes Buyer’s unqualified acceptance of these terms and conditions: (i) Issuance or assignment of a purchase order for the Products, (ii) Acceptance of any Product under the purchase order, or (iii) Payment for any of the Products under the purchase order. C. Additional or different terms or conditions proposed by Buyer (including any additional or different terms provided in a purchase order) shall be void and of no effect unless specifically accepted in writing by Seller. D. This quotation and any resulting purchase order shall be the exclusive agreement between the parties for the Products, subject to the terms and conditions herein. Any prior or contemporaneous understandings, agreements, and representations, oral or written, are superseded by these terms and conditions. No modification to these terms and conditions shall be valid unless in writing and signed by Seller. E. Agents and sales representatives of Seller have no authority to make any representations not included herein, and any such representations should not be relied on by Buyer.

2. License

Buyer acknowledges that any of the Products are licensed to Buyer under the terms and conditions of the click-through license agreement provided with the Products and that title to the Product (or any copies thereof) is not transferred to Buyer. As used herein, the term “sale” or “sold” in connection with the Product means sale of a license to use the Product.

3. Price

The Products and other items or services covered by this contract shall be sold and invoiced at the prices listed in the quotation provided that Buyer has issued a purchase order prior to the expiration date of the quotation. Prices do not include sales, excise, use or other taxes now in effect or hereafter levied by reason of this transaction. Buyer will pay and indemnify and hold Seller harmless from all such taxes.

4. Purchase Money Security Interest

Seller reserves a purchase money security interest in the Products in the amount of the purchase price of such Products to secure Buyer’s obligations hereunder. Buyer appoints Seller as its agent and attorney-in-fact to execute any financing statements under the Uniform Commercial Code and any appropriate amendments thereto on Buyer’s behalf which Seller deems necessary to protect Seller’s interest in the Products.

5. Payment Terms:

A. Payment terms are net thirty (30) days from date of invoice. Seller reserves the right to require alternative payment terms, including, without limitation, site draft, letter of credit or payment in advance. B. If payment is not received by the due date, a late charge will be added at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per year) or the maximum legal rate, whichever is less, to unpaid invoices from the due date thereof. C. All payments (checks) should be sent to:

Driftkikker Productions
Morslaan 27
2332 XK Leiden
Netherlands
EUROPE

All payments by wire transfer should be submitted to:
Credit:
ABN-AMRO
Leiden Netherlands
IBAN: NL32ABNA0562618996
BIC: ABNANL2A

For Credit of:
Driftkikker Productions
Routing and Transit No.: —
Final Account No.: —
By Order of: “Sending Company Name”

D. If Buyer is delinquent in paying any amount owed to Seller by more than ten (10) days, then without limiting any other rights and remedies available to Seller under the law, in equity, or under the contract, Seller may (i) suspend production, shipment and/or deliveries of any or all products purchased by Buyer, or (ii) by notice to Buyer, treat such delinquency as a repudiation by Buyer of the portion of the contract not then fully performed, whereupon Seller may cancel all further deliveries and any amounts unpaid hereunder shall immediately become due and payable. If Seller retains a collection agency and/or attorney to collect overdue amounts, all collection costs, including attorney’s fees, shall be payable by Buyer. Buyer hereby represents to Seller that Buyer is now solvent and agrees that each acceptance of delivery of the Products sold hereunder shall constitute reaffirmation of this representation at such time.

6. Shipment

A. Seller will use commercially reasonable efforts to comply with shipping instructions provided by Buyer. In the absence of any specific shipping instruction, Seller will ship by the method it deems most advantageous. Transportation charges will be prepaid by Buyer or subsequently invoiced to Buyer. When special or export packaging is required, the cost of the same, if not set forth on the invoice, will be separately invoiced. B. Seller may make delivery in installments and may render a separate invoice for each installment. Each installment shall be deemed a separate sale. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept delivery of remaining installments. Any delivery not in dispute shall be paid for on the due date, as provided in this contract, without any offset, regardless of controversies relating to other delivery or undelivered products. C. All products shall be suitably packed for air and ground shipment, unless otherwise requested by Buyer and agreed to in writing by Seller.

7. Title, Risk Of Loss, Insurance

Unless stated otherwise by Seller, all shipment will be EXW (Ex Works) (as defined in Incoterms 2000) Seller’s manufacturing facility, if destination of delivery is outside the Europe and F.O.B. (Free on Board) (as defined in U.C.C. Section 2-319) Seller’s manufacturing facility, if destination of delivery is within the Europe. Title to each shipment of the Products sold hereunder and risk of loss thereon shall pass to Buyer when Seller or its agent tenders such shipment to the carrier, but such shipment shall remain subject to Seller’s rights of stoppage in transit and of reclamation.

8. Acceptance

Buyer or Buyer’s agent may inspect the Products at Seller’s place of manufacture. Buyer shall accept any tender of the Products by Seller which substantially conforms to the description of the Products set forth herein. Buyer shall be deemed to have irrevocably accepted any Product and, subject to Section 12, Buyer’s right to reject such Product shall cease, unless Buyer gives to Seller notice of rejection in writing: (a) in the case of defects discoverable through inspection, within ten (10) days after delivery to the destination specified in Buyer’s purchase order or (b) in the case of defects not discoverable through inspection, within twenty (20) days after delivery to the destination specified in Buyer’s purchase order. Buyer’s notice must specify the nature and grounds of the rejection in reasonable detail. Buyer’s right to inspect and reject any defective product as described in this Section 8 does not apply to any service parts.