General Sale Conditions

Elo TouchSystems is a unit of Tyco Electronics and operates in Belgium as Tyco Electronics Raychem N.V.

Tyco Electronics Raychem, hereafter called "Vendor", undertakes to supply Buyer with the products described on the reverse side hereof, in accordance with the present conditions, which constitute the entire agreement of the parties, notwithstanding any clause to the contrary stated in Buyer's order or otherwise, except for written and express agreement of Vendor.

Vendor will only be bound to carry out an order if he has previously accepted such order in writing.
Buyer will be entitled to cancel an order accepted by Vendor only:

with the written agreement of Vendor and

against payment by Buyer to Vendor of a fair and equitable amount calculated on the basis of its real cost until order's cancellation approval date. Such cost will include the cost of completion, by individual workshop labors, of the products being manufactured on cancellation date, as well as the purchase cost of all parts, required for manufacturing such products, sent to Vendor or which cannot be countermanded.

Unless stated on the reverse side hereof, prices and payment conditions are FOB Vendor's warehouse. Seller shall invoice Buyer at the time of shipment of each installment on payment terms of cash in advance, except where open account credit is established and maintained to Seller's satisfaction. . Any claim will be addressed to Vendor within 14 days following reception of the invoice by Buyer. After such term, Buyer will be considered as waiving all his rights with respect to any claim. Buyer will pay and bear all taxes and duties, of any kind, to be levied at the present time or in the future, directly or indirectly, on the sale of Vendor's products or the cost of carriage.

Except in the event of a special written agreement to the contrary, terms are only provided for guidance. Late delivery will never give rise to any kind of indemnification.

Delivery of the products to the carrier will be deemed delivery to Buyer. Products will be transported at Buyer's risks. All carriage and delivery costs will be borne by Buyer. Any claim for alleged missing goods, damages occurred after delivery to the carrier, or for increases of the carriage cost, will be addressed directly to the carrier by Buyer.

In the event of default in payment of an invoice when due, its amount will bear, without formal notice and automatically, a 12% interest, as from the maturity date. Buyer will in addition pay to Vendor a contractual 20% indemnity, calculated on the total amount of the invoice, with a minimum of 25 EURO.

Vendor reserves the right either to refuse delivery, or to require prior payment of all orders or parts of orders in the event Buyer's solvency would deem insufficient or no more sufficient, in the event Buyer defaults in paying invoices when due, or in the event Buyer fails to comply with Vendor's instructions. In the event Vendor refuses to deliver due to one of the above-mentioned reasons, Buyer will bear the costs of the work, performed so far, either partly or totally, to the extent set forth in the above-mentioned clause 2b concerning orders cancellations.

Goods will be invoiced to Buyer either on expedition date or on the date they are made available at Buyer's warehouse, if Buyer lacks giving any delivery instructions.

Vendor's obligations will be voided ipso jure and without indemnity in the event an act beyond reasonable control ("force majeure") hinders normal performance. It is expressly agreed that strike, lock-out, fire, natural disasters, equipment damage, riot, war, either by Vendor or by his suppliers or carriers, will be deemed force majeure, even though partial, and for whichever cause they may have.

10.

In the event of a claim by Buyer, he will address it by registered writing to Vendor within fifteen days following supply, and in any event before using the products. Vendor reserves the right to ask Buyer to return the litigious products or to make them available in order for him to dispose of them, as he desires.

11.

(a)	Vendor warrants goods delivered hereunder against faulty workmanship and use of defective materials for the following periods (each a "Warranty Period") from the date of shipment: five (5) years for AccuTouch touchscreens and controllers (except COACH chip controller); ten (10) years for IntelliTouch touchscreens and five (5) years for controllers; and for the period stated in the relevant specification sheet for TouchMonitors, and (y) shall be free of liens and encumbrances when shipped to Buyer. Faulty workmanship and/or use of defective materials shall be hereinafter referred to as "deficiency". The foregoing warranty shall not be enlarged, or affected by, and no obligation or liability shall arise or grow out of, vendor rendering of systems design, drawings, technical advice, services or instructions is connection with the goods furnished hereunder. Such warranty is the only warranty made by Vendor and it can be amended only by written instrument signed duly by authorized officer of Vendor. If the goods furnished by Vendor hereunder are determined to contain a deficiency, Buyer's exclusive remedy shall be to have Vendor repair such goods or supply replacement goods or credit Buyer's account for such goods and accept their return, whichever Vendor may elect in his sole discretion.
(b)	Notwithstanding the foregoing provision, in no circumstances shall Vendor have any liability or obligation with respect to expenses, liabilities or losses associated with the installation or removal of any goods or the installation of replacement goods or for any inspection, testing or redesign occasioned by any deficiency or by the repair and replacement of goods. Vendor's obligations are subject to further condition that Vendor shall have no liability whatsoever for any deficiency unless (i) Vendor is notified in writing promptly (and in no event later than 30 days) after discovery by Buyer of the alleged deficiency, which notice shall include a detailed explanation of the alleged deficiency, (ii) the goods containing the alleged deficiency are promptly returned to Vendor, F.O.B. Vendor's plant, and (iii) Vendor's examination of such goods discloses to Vendor's satisfaction that such alleged deficiency actually exists and occurred in the proper and normal use and was not caused by accident, misuse, neglect, alteration or improper installation, repair or testing. Furthermore, Buyer agrees that Vendor shall not be liable for any special, incidental, indirect or consequential damages or for any loss or loss of profit in connection with any deficiency, even if Vendor shall have been informed about the possibility of such loss or damage, nor for any damages to property or personal injury, whether claimed by Buyer or a third party, in connection therewith.
(c)	If any goods so prove to contain a deficiency and Vendor elects to repair or replace them, Vendor shall have reasonable time to make such repairs or replacements. If the contract calls for system design, drawings, technical advise, services or instructions (collectively "Services") by Vendor in connection with the goods, Vendor further warrants for the above stated warranty period solely that such Services will be undertaken is accordance with Vendor's reasonable technical judgement based on Vendors understanding of the pertinent technical date as of the date of performance of such Services. THE FORGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, AND OF ANY OTHER OBLIGATION ON THE PART OF THE VENDOR.
(d)	It shall be the responsibility of the Buyer to determine, on the basis of the most current written technical data, the suitability of the goods and of any system design or drawings for the intended use and their compliance with applicable laws, regulations codes and standards and the Buyer assumes all risks pertaining thereto.

12.

The products will become Buyer's property upon payment of the total contractual price. Wherever it may be, it will remain movable property and Vendor will be able to dispose of it freely, totally or partly, in the event of breach of contract.

13.

All special sale conditions attached to this contract are, under this provision, incorporated in this contract, and have the same value and effect as if they appeared in it completely. In the event that any of these terms and conditions are void or unenforceable, the other terms and conditions shall survive, and the void or unenforceable provision shall be replaced by a valid and enforceable provision which most closely resembles the commercial purpose of the replaced provision.

14.

Vendor may deliver and invoice a quantity of goods inferior or superior - with a 10% maximum tolerance - to the specific ordered quantity, except for contrary express clause embodied in this contract.

15.

Issue of negotiable instruments for payment of invoices issued by Vendor will not entail novation of this sale agreement.

16.

This contract is governed by Belgian Law. The parties agree that the rules of the 1984 United Nations Convention on Contracts for sale of Goods (CCISG) do not apply and will not be used for interpretation of this agreement. Is case of litigation, the Courts of Leuven, Belgium will have exclusive jurisdiction.