TERMS AND CONDITIONS OF SALE AND DELIVERY [EN_2006.1]

CLEAR SPOT INTERNATIONAL BV

HERMELIJKOOG 21

1822 CAALKMAAR

THE NETHERLANDS

1.  Definitions

“Terms” means the present terms and conditions of Clear Spot International BV.

“Clear Spot” means Clear Spot International BV, its officers, directors, employees and agents.

“Customer” means any third party with the exception of private individuals who do not act for a commercial enterprise.

“Goods” means all material goods sold and/or delivered by Clear Spot, mainly consisting of (but not limited to) sound carriers (records, compact discs, DVDs, books) including, if applicable, services rendered by Clear Spot.

2.  Applicability

2.1;    The Terms are fully and unconditionally applicable to all offers, orders, transactions, agreements and deliveries of Clear Spot or to which Clear Spot is a party, unless and to the extent modifications hereof are expressly agreed upon in writing duly signed by an authorized signatory of Clear Spot. Orders submitted on Customer’s own purchase order form containing statements, clauses, terms or conditions modifying, adding to, repugnant to, or inconsistent with the Terms, may only be deemed accepted by Clear Spot if so stated in writing signed by a duly authorized signatory of Clear Spot. The Customer further expressly agrees that such Terms accepted by Clear Spot are accepted only upon condition and with the expressed understanding that notwithstanding any statements, clauses, terms or conditions contained on any forms of the Customer, the liability of Clear Spot shall be determined solely by the Terms.

2.2;    A Customer by ordering Goods or otherwise doing in any way business with Clear Spot, expressly agrees to be bound by the Terms.

3.  Offers and quotations

3.1;    No offerings or quotations of Clear Spot shall be binding and Clear Spot shall not be under any obligation to make any sale or delivery unless and to the extent any Customer’s order has been confirmed by Clear Spot in writing. If such confirmation of Clear Spot does not comply with the Customer’s order, the confirmation will nevertheless be binding upon the Customer, unless the Customer notifies Clear Spot of any discrepancies within ten (10) days after receipt of the confirmation.

4.  Price - changes

4.1;    All prices quoted are in euro unless stated otherwise. Any and all taxes, duties and/or governmental fees, payable by Clear Spot in connection with the sale or delivery of Goods, shall be in addition to the published prices, and if paid for by Clear Spot, the Customer will reimburse Clear Spot for the same.

4.2;    Prices do not include costs of transportation or insurance, which costs are for the account of the Customer. Goods are sold at prices as are mentioned in the order confirmation of Clear Spot, but Clear Spot shall have the right to change its prices at anytime after confirmation of a Customer’s order and to include in the prices increases of production costs and currency fluctuations.

5.  Payment - default

5.1;    Unless agreed otherwise payment shall be effected net cash on delivery without any discount or set-off, or by means of remittance or transfer to a bank account indicated by us. In that case the currency date indicated on our bank statements is decisive and is therefore considered as payment date.

5.2;    Any amount invoiced to the Customer by Clear Spot shall be due and payable within thirty (30) days following the invoice date and in the currency specified. In case of non payment on or after the due date, the Customer shall be in default by mere operation of law and without the need for any notice of default on the part of Clear Spot. As from the date of default interest at the rate of 1.5 % per month or part thereof shall be due in respect of the outstanding amount until full payment is received by Clear Spot. Any and all costs which shall include attorney’s fees made or incurred by Clear Spot in connection with the collection of any outstanding amount shall be for the account of the Customer and shall be fixed at a minimum of 15 % of the amount outstanding.

5.3;    Clear Spot shall have the right to require prepayment of the purchase price in part of in full. Clear Spot further has the right to suspend or cancel outstanding orders or deliveries until complete payment has been received. The Customer is not entitled to compensate any amount due by Clear Spot with any amount due to Clear Spot hereunder. Claims for quality or quantity defects shall not suspend Customer’s obligation to make full payment to Clear Spot of the invoiced amount on the due date.

6.  Delivery - risk

6.1;    All delivery dates are estimated as accurately as possible, but are only given by Clear Spot as an indication. Accordingly Clear Spot does not guarantee the delivery of any Goods on or prior to a requested or indicated date and Clear Spot shall have no responsibility or liability for any special, incidental or consequential loss or damage or for any other loss or damage occurring by reason of delivery after the requested or indicated date.

6.2;    The Goods are delivered ex warehouse, Alkmaar, The Netherlands. The Customer will bear all risks and responsibility for transportation and shall be responsible for proper insurance of the Goods during transportation. For any claim of damages, the Customer shall apply to the transporter. Clear Spot shall accept no other terms of delivery, unless expressly agreed upon in writing duly signed by an authorized signatory of Clear Spot. All terms of delivery thus agreed upon shall have the meaning attributed to them in the Incoterms 1990.

6.3;    Clear Spot shall have the right to deliver the Goods in portions without liability for any failure of performance which may result there from. Such part deliveries are deemed to have been performed under separate agreements, to which agreements these Terms are applicable.

6.4;    Whenever the Customer refuses or is negligent of collecting or accepting the ordered Goods, Clear Spot shall nevertheless be entitled to immediate payment from the Customer of the full purchase price on the due date thereof and the Customer is responsible for all supplemental costs such as storage, administrative and other.

7.  Notices

7.1;    Immediately upon the Customer’s receipt of any Goods delivered hereunder, the Customer shall inspect the same and shall notify Clear Spot in writing of any claims for shortages, defects of damage and shall hold the Goods for Clear Spot’s written instructions concerning disposition. If the Customer shall fail to notify Clear Spot within five (5) days after the Goods have been received by the Customer, such Goods shall conclusively be deemed to conform to the Terms hereof and to have been irrevocably accepted by the Customer.

8.  Retention of title

8.1;    Clear Spot retains full title of ownership to the Goods which shall not pass on to the Customer as long as full payment has not been received by Clear Spot of the purchase price, including - if applicable - accrued interest and costs, of any Goods delivered hereunder.

9.  Force majeure

9.1;    In case of force majeure such as fire, strike, excessive sick leave of our personnel, accident, embargo, shortage of raw materials due to failure of suppliers, delay of carrier, insurrection, riot, act of civil or military authorities, or any other cause which is unavoidable or beyond the reasonable control of Clear Spot, Clear Spot is not responsible or liable for any special, incidental, or consequential loss or damages or for any other loss or damage incurred by the Customer.

10.  Cancellation

10.1; During the occurrence of any delay as a consequence of force majeure as mentioned in clause 9, Clear Spot is entitled to choose between non- or partial performance and/or wholly or partial cancellation without liability for damages whatsoever.

10.2; In case the Customer:

a.      is adjudicated bankrupt,

b.     applies for a moratorium of debts,

c.      enters into liquidation, or otherwise is in default with the due performance of any obligation with Clear Spot, which default has not been cured within a period of fourteen (14) days after written notice from Clear Spot, Clear Spot is entitled to stop further deliveries immediately and cancel the agreement with the Customer forthwith, both without any liability towards the Customer whatsoever and without prejudice to the right of Clear Spot to claim full damages from the Customer.

11.  Limitation of liability

11.1; As far as permitted by law, Clear Spot shall not be liable for direct, indirect, consequential or incidental damage of any kind and the Customer by accepting the Goods assumes all responsibility and liability for the use of the Goods. The Customer undertakes to indemnify and hold Clear Spot harmless against any and all claims, demands, suits and charges whatsoever made of filed against Clear Spot by any party relating to the use of the Goods. In the event that Clear Spot should be held liable for damages of whatever nature, this liability shall be limited to the invoiced value of the relevant Goods.

12.  Time limitation

12.1; Any claims by the Customer under the Terms shall expire within twelve months following delivery of the Goods to the Customer unless the Customer has initiated court proceeding at the competent Court as referred to in article (14).

13.  1980 Vienna Sales Convention

13.1; The provisions of the 1980 Vienna Convention on Contracts for the International Sale of Goods shall not apply to any agreements between Clear Spot and the Customer under the Terms.

14.  Applicable law; Competent Court

14.1; All agreements between Clear Spot and the Customer are governed and shall be construed in accordance with the laws of The Netherlands.

14.2; Any dispute between Clear Spot and the Customer shall exclusively be submitted to the competent Court in Alkmaar or in the absence of a convention for the recognition and enforcement of judgments between the Netherlands and the country of domicile of the Customer, be submitted to arbitration in accordance with the rules of the Netherlands Arbitration Institute of The Hague, or - in the absence of the aforementioned convention and if a convention for the recognition of arbitral awards - to the Court, competent on the basis of the normally applicable rules of jurisdiction.

ClearSpot International BV is registered at the chamber of commerce Alkmaar under number 37081348