General Terms and Conditions (GTC) of GP Stratum AS

1. Applicability of the GTC

These GTC regulate all legal relationships between GP Stratum AS and its customers for all products and services of GP Stratum AS. Any covenants in individual agreements or any changes to these GTC shall remain reserved and must be in writing.

Upon the written confirmation by GP Stratum AS of the order placed by a customer, these GTC shall apply as part of the agreement. The text that becomes part of the agreement shall be the most current wording of the GTC, which can be viewed at the website of GP Stratum AS (www.gp-stratum.com).

Any GTC of the customer shall only apply if acknowledged in writing by GP Stratum AS. Should any provision of these GTC be ineffective or should the GTC contain a gap, this shall not affect the legal effectiveness of the other provisions. Instead of the ineffective provision, an effective provision - which shall be economically as close as possible to the regulation intended by the parties - shall be considered agreed all along. The same shall apply if there is a gap.

2. Entering into contracts
Contracts with GP Stratum AS come into existence when the customer's order has been confirmed in writing and thus accepted by GP Stratum AS. Offers by GP Stratum AS in brochures, oral offers etc. are not binding and are subject to change by GP Stratum AS at any time. Oral collateral agreements shall be invalid. Obvious errors in offers or obvious errors in calculation or spelling shall not be binding and can be corrected.

Any brochures, drawings, advertising material etc. supplied by GP Stratum AS as well as the data - such as weight, quality, mass, features and performance - shall only be considered properties guaranteed to the customer if they are expressly and in writing qualified as binding by GP Stratum AS.

3. Prices
The prices of GP Stratum AS are understood ex works and not including packing, freight, customs and transport insurance. With deliveries ex works, prices are calculated according to the terms and conditions of the price list valid on the day of delivery. If delivery is free buyers address on the basis of a separate written agreement, this shall include the normal delivery costs by truck to the customer's premises, but not including unloading from the truck. Unloading and movement to the place of assembly is up to the customer's staff. Only if expressly requested by the customer and at the customer's expense will GP Stratum AS send an erector to supervise unloading in accordance with its Terms and Conditions of Assembly, which can also be viewed at www.gp-stratum.com.

If additional costs unforeseeable by GP Stratum AS at the time the contract is entered into are caused by third parties, such as freight charges, taxes, or fees, GP Stratum AS may increase the price by a maximum of 10%, even if goods are delivered free and/or customs paid. Price increases by more than 10% shall only be admissible if provided for in the individual contract.

4. Terms and conditions of payment
Unless agreed otherwise, 1/2 of the agreed price shall be payable when the contract is entered into. The rest shall be payable immediately upon receipt of the invoice and the notice that the goods are ready to be shipped. Default interest will be charged in the event of default, the interest rate being 3% higher than the applicable Norway bank rate.

If the financial situation of the customer suffers a major change to the worse after the contract has been entered into, or if GP Stratum AS - for reasons not attributable to it - learns of such change only after the contract has been entered into, GP Stratum AS may retain the shipment or demand reasonable security. If the customer does not meet the request of GP Stratum AS for security within a reasonable period of time, GP Stratum AS may withdraw from the contract. Bills of exchange or cheques are only accepted on account of performance; the obligation to pay shall only be considered fulfilled after the amount has been irrevocably credited to GP Stratum AS by the bank. The customer may only assert a right to set off or a right of retention if the counterclaim is uncontested or has been found lawful in a final way or has been recognised by GP Stratum AS.

5. Dates
Terms for delivery shall start when the confirmation of an order has arrived with GP Stratum AS, after the down-payment has been received, and after any necessary documentation such as drawings, patterns or the like has been received. Terms for delivery stated shall only be binding upon GP Stratum AS if the time for delivery has been promised by GP Stratum AS expressly and in writing.

Unless a specific time for delivery has been undertaken in writing, GP Stratum AS shall not be liable for damages because of non-compliance with the time of delivery stated. If GP Stratum AS has undertaken to observe a time for delivery, the customer must set by writing a reasonable additional period to GP Stratum AS if the latter is in default. If that additional period expires unsuccessfully, the customer may withdraw from the contract concerning those parts and/or services that have not been reported ready to deliver until the additional period has expired.

In cases of default in delivery that are outside the sphere of influence of GP Stratum AS, GP Stratum AS may also withdraw from the contract as a whole or in part concerning the part not yet fulfilled.

If GP Stratum AS has not acted deliberately or grossly negligently as to the shipment that was delayed or did not take part, there shall be no claims for damages. If damage is caused by deliberate or grossly negligent action on the part of GP Stratum AS, damage will be paid in the maximum amount of 10% of the contract volume, but no more than € 60’000.--.

6. Performance of contract and transfer of risk
The extent and characteristics of the goods delivered or services rendered by GP Stratum AS shall depend on the order confirmation by GP Stratum AS.

GP Stratum AS reserves the right to make changes in the characteristics of goods delivered or services rendered, provided that such changes are reasonable upon the customer and serve progress.

Unless separately agreed, packing, route of shipment, and means of transport shall be selected by GP Stratum AS.

In any event, use and risk of the goods shall pass to the customer upon shipment.

GP Stratum AS shall only insure the goods against transport damage if there is an express agreement to that effect in the contract of purchase.

The place of performance for the goods delivered and services rendered by GP Stratum AS is the registered office of GP Stratum AS in Oslo, Norway.

7. Reservation of ownership
Until full payment of the purchase price including all ancillary claims has been made, the goods shall remain the property of GP Stratum AS.

The customer undertakes to fully insure all goods subject to reservation of ownership at the customer's cost and against all relevant risks. On request, GP Stratum AS shall be provided proof of effected insurance by presentation of the respective documents before the goods are delivered.

The customer undertakes not to encumber the goods with any rights of third parties until the purchase price and all ancillary claims have been paid in full. Should third parties intend to attach the goods or assert other rights, the customer shall inform GP Stratum AS forthwith.

In countries in which the validity of any reservation of ownership is subject to certain requirements, the customer shall ensure that these are met and cooperate in meeting them.

8. Force majeure
Events of force majeure - even if they occur with suppliers or sub-suppliers - shall entitle GP Stratum AS to delay the delivery or service by the duration of the inhibition plus a reasonable lead time, or to withdraw from the contract as a whole or in part concerning the part not yet fulfilled.

Events of force majeure are in particular strike, lock-out, mobilisation, war, blockade, import or export prohibitions, traffic blocks.

9. Defects and warranty
Unless specific acceptance proceedings have been agreed upon, the customer shall himself examine the products and submit a complaint about any defects in writing. If the customer fails to make the complaint within the first 10 days from delivery, the goods delivered and services rendered by GP Stratum AS shall be considered free of defects in all functions, and the shipment shall be considered approved. The customer is then obliged to make payment on time.

Any warranty on the part of GP Stratum AS for defects and damage caused by natural wear, incorrect or negligent treatment, excess load, unsuitable means of operation, defective construction work, soil unsuitable for construction, and chemical, electrochemical or electrical influence shall be excluded.

GP Stratum AS will only assume warranty for used goods as agreed by special written agreement. If it has been tried to mend possible defects without knowledge or approval by GP Stratum AS, GP Stratum AS shall not be liable for their replacement or mending. GP Stratum AS reserves the right to refrain from replacement delivery and may instead withdraw from the contract and refund the purchase price. The time for a possible mending of defects shall be granted by the customer free of charge.

Goods replaced are the property of GP Stratum AS. With parts and machines from external suppliers, GP Stratum AS reserves to forward any complaints to the supplier. Otherwise, only the terms and conditions shall apply that GP Stratum AS has entered into with the sub-supplier.

There shall be no claims for damages in any event as a result of defects for which GP Stratum AS is not responsible. GP Stratum AS shall also not be liable for damage consequential to defects.

10. Liability and limitation
The liability of GP Stratum AS is exclusively subject to these Terms and Conditions. Any and all claims not expressly granted herein – including damages under what title ever – are excluded unless they are based on a deliberate or grossly negligent breach of contract by GP Stratum AS, its legal representative, or its vicarious agents.

GP Stratum AS shall only be liable for any damage cause deliberately or grossly negligently by GP Stratum AS, its legal representative, or its vicarious agent up to the maximum amount of € 60’000.--.

All claims against GP Stratum AS shall be subject to limitation within six months unless shorter periods of limitation are stipulated in these Terms and Conditions.

11. Obligation to inform
GP Stratum AS and its customers shall point out to each other mutually and in time any special technical requirements as well as legal, administrative, or other rules at the destination as far as these are of importance for the properties and the use of the products. In addition, the parties shall inform each other in time on obstacles that might endanger performance as agreed or which might lead to inexpedient solutions.

12. Final provisions
All legal relationships of GP Stratum AS with its customers shall be exclusively subject to Norway law. These GTC are based on Norway law. The venue for any legal disputes shall be Oslo.

Status 2007/Version 1.1