STANDARD CONDITIONS OF SALE

1. In these Standard Conditions, " Philips" shall mean the party appearing on the front page of this document.

2. Where the goods form part of a delivery in respect of goods to be supplied under any other written contract existing or made subsequent hereto between Philips and the Recipient, the goods comprised in this delivery shall be subject to such contract.

3  Any variation of these conditions in any document of the buyer is inapplicable unless accepted in writing by Philips.

4(a)  Where a period is named for delivery, and such period is not extended by mutual consent in writing, the buyer shall take delivery within that period.

   (b)  Acceptance of orders for goods to be sold shall be subject to availability of stocks and no claim whatsoever in connection herein shall be entertained.

5  Any time or date for delivery named by Philips is an estimate only, and Philips shall not be liable for the consequences of any delay.

6  Goods represented by buyer to be defective shall not form the subject of any claim for work done by the buyer or for any loss damage or expense whatsoever arising directly or indirectly from such defects.

7  The time mentioned herein within which the buyer is to pay for the goods shall be of the essence of this contract.

8  The risk in the goods passes to the buyer upon delivery but legal ownership in the property of the goods shall remain with Philips until full payment has been received (each order being treated as a whole) or until prior resale, in which case Philips' legal ownership in the pr.operty of the goods shall attach to the proceeds of resale or to the claim of such proceeds.

9  In the event of any strike, lock-out, enemy action, hostilities, riot, civil commotion, acts of government, fire, lightning, aircraft explosion, flooding or any other circumstance (Whether or not of a similar nature to the foregoing) over which Philips has no control causing the cessation or substantial interference with Philips' works, Philips shall be entitled at any time to make partial deliveries only or to determine the contract, without prejudice in any case to rights already accrued in respect of deliveries already made.

10 If the buyer shall rnake default in or commit a breach of the contract or of any other of its obligations to Philips, or if any distress or execution shall be levied upon the buyer's property or assets or if the buyer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the buyer is a limited company and any resolution or petition to wind up such company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such company's undertaking, property or assets or any part thereof shall be appointed, Philips shall have the right forthwith to determine any contract then subsisting and upon written notice of such determination being posted to the buyer's last known address, any subsisting contracts shall be deemed to have been determined without prejudice to any claim of right Philips may otherwise make or exercise.

11 These conditions and the contract shall be subject to and construed in accordance with the laws of the country of domicile of the party appearing on the front page of this document.

12 Where goods are delivered as samples, for advertising or for any other purpose whatsoever in which the goods remain the property of Philips. no markings or endorsement made on the goods by Philips shall be erased, eradicated, obscured or altered in any manner whatsoever.

13 These commodities, technology or software were exported from the United States and other exporting countries for ultimate destination in accordance with the Export Administration Regulations and Local Exporting Regulations. Diversion contrary to U.S. and other exporting countries law is prohibited.