Terms and Conditions

GENERAL TERMS AND CONDITIONS OF PURCHASE
of ANDRITZ Gouda B.V.


These General Terms and Conditions of Purchase are filed with the Registry of the Court of The Hague on November 24th , 2003 (number 114/2003).

Article 1 – General

1.    These General Terms and Conditions of Purchase (the “Terms and Conditions”) apply to all (requests for quotations, offers or acceptances relating to) contracts on the basis of which ANDRITZ Gouda B.V., or one or more of the companies and/or divisions affiliated with this company ("ANDRITZ Gouda"), obtains goods or services from a third party or otherwise gives an order to that third party (the “Counterparty"), all this in the broadest sense of the word.

2.    Unless otherwise agreed in writing, the Counterparty shall be deemed to have accepted these Terms and Conditions. The applicability of deviating or additional general terms and conditions or other stipulations, to which the Counterparty refers in its quotation, order confirmation, correspondence, invoice or otherwise, are explicitly rejected, except to the extent the terms and conditions in question have been accepted by ANDRITZ Gouda beforehand in writing.


Article  2 –Quotation and Order Confirmation

1.    ANDRITZ Gouda reserves the right to withdraw the order placed by it if the Counterparty has not confirmed it within two weeks of receipt of the order by means of an order confirmation. If there is a deviation from the order confirmation, ANDRITZ Gouda shall only be bound after it has consented to the deviation in writing. Acceptance by ANDRITZ Gouda of deliveries or work, as well as payments it has made for these, shall not imply any recognition of the deviations.

2.    ANDRITZ Gouda shall only be bound by an order it has given, if this order is given or confirmed in writing by an authorized employee of ANDRITZ Gouda.

3.    If the Counterparty performs work or makes preparations to do so before receiving a written order or order confirmation from ANDRITZ Gouda, it does so at its own expense and risk.


Article 3 –Prices and Payment

1.    All prices are fixed, and therefore a change in the cost price factors of the Counterparty shall not result in a change to the agreed price. Unless otherwise agreed:

(i)     all prices are exclusive of turnover tax (VAT), which must be listed separately on the invoice, in so far as applicable;

(ii)    all prices include all costs relating to the performance of the contract, including the costs relating to transport, insurance, proper packing and the possible taking back of packing materials by the Counterparty, as well as the costs involved in import and export;

(iii)    the prices may not be changed unilaterally.

2.    Payment shall be made, after delivery and receipt of the invoice, not earlier than 30 (thirty) days after final approval of the goods, services and/or works, and not earlier than 60 (sixty) days from receipt of an invoice, drawn up correctly – with due observance of clause 5 of this Article – and the required documents, whichever of these two dates expires last.

3.    Payment shall not entail the waiver of any right to go back on the performance of the contract. Payment of the goods delivered shall not release the Counterparty from any warranty, obligation and/or liability which might arise under the contract.

4.    ANDRITZ Gouda is authorised by means of a setoff statement to set off its exigible claims against the exigible debts to the Counterparty. ANDRITZ Gouda shall not owe advance payments, unless stated otherwise in the order. Any advance payments made shall be considered as a loan to the Counterparty, until ANDRITZ Gouda is of the opinion that the contract has been performed correctly and in full. ANDRITZ Gouda may demand a security deposit or bank guarantee at the Counterparty’s expense, before it makes goods available, or if an advance payment has been made wholly or in part.

5.    The Counterparty must submit all invoices to ANDRITZ Gouda in duplicate. If the Counterparty does not fulfil the request made in the order to send certificates, advice notes and packing lists to the prescribed addresses, or does not fill in these documents correctly, completely or at all with all necessary information (such as ANDRITZ Gouda purchase order numbers, reference numbers, VAT code numbers, goods codes and suchlike), ANDRITZ Gouda shall be entitled to suspend the relevant payment. Invoices shall not qualify for payment until the required certificates and other documents referred to by ANDRITZ Gouda in the order have been received and approved. Upon delivery, the goods must be accompanied by a packing list on which all goods are specified. The absence of a correct and complete packing shall give ANDRITZ Gouda the right to refuse the delivery.


Article 4 –Quality and Warranties

1.    The Counterparty shall perform a contract concluded with ANDRITZ Gouda strictly, properly and without deviations. The goods delivered (including packing materials), works constructed and orders executed must comply with the contract and have the agreed, promised and expected properties. Packing materials must be of such quality that they are appropriate for the product and resistant to the effects of weather, mechanical strain due to loading, transport, unloading and warehouse storage. In particular, the Counterparty guarantees that the goods delivered (including packing materials) works constructed and orders executed:

(i)    when delivered, constructed or executed, are of good quality and free of defects, and when work is performed, that it is performed by competent personnel using sound materials;

(ii)    comply fully with the provisions of the contract, the indicated specifications and ANDRITZ Gouda’s reasonable expectations concerning the properties, quality and reliability of the goods delivered;

(iii)    are suitable for the purpose for which the goods delivered are intended, as evident from the nature of the goods or from the order;

(iv)    comply with both domestic and international laws and regulations, including the laws and regulations applied by the inspection authorities, and the laws and regulations pertaining to, for example quality, the environment, safety, health and working conditions, which must be observed during the performance of the contract, as well as specific rules of ANDRITZ Gouda; and

(v)    in conformity with the European Regulations, meet the CE marks or the EC declaration of conformity for machines/safety components or “Manufacturer’s Statement”. The Counterparty must submit the declaration of CE  conformity.

2.    If technical, safety, quality or other rules and documents are referred to in the contract which have not been appended to the contract, the Counterparty shall be deemed to have knowledge of them, unless it informs GMS to the contrary immediately and in writing. ANDRITZ Gouda shall then give the Counterparty further information about these rules and documents. The Counterparty must see to it at its own expense that the permissions, permits or licences are obtained in good time which are necessary for the performance of the contract and for compliance with the terms and conditions contained therein.

3.    The Counterparty shall not deviate from the standards specified in the contract under any circumstances, nor deviate in any other way from specifications, without prior written permission from ANDRITZ Gouda.

4.    During the agreed warranty period or, failing that, the customary warranty period in the branch, the Counterparty warrants the absence of any visible or invisible shortcomings. The warranty period shall be extended by a period equal to the period(s) during which the goods are not used or could not be used fully because of a shortcoming. New warranty periods the same as the aforementioned period(s) shall apply to the goods provided as replacements and the replaced or repaired parts of those goods, also including those parts of the goods on which the replacements or repaired parts could have an effect.

5.    If a shortcoming should arise during the warranty period of 30 months, starting at the time of delivery of goods or the construction of works and execution of orders, ANDRITZ Gouda shall be entitled to send back the goods and demand a refund of the payment made for those goods, or to demand that the Counterparty, at first notice from ANDRITZ Gouda, at its own expense and risk, shall repair all defects occurring during the warranty period and/or replace the goods or defective parts thereof, all this:

(i)    at the Counterparty’s expense;

(ii)    possibly making use of (the services of) third parties; and

(iii)    without prejudice to ANDRITZ Gouda’s right to compensation of further loss (including consequential loss and loss sustained by third parties).

    The above-mentioned warranty shall apply once again to replaced, repaired or newly executed parts of a delivery or a work or order.

6.    The Counterparty shall be liable for damage resulting from faulty packing. Unless otherwise agreed in writing, the packing materials shall become the property of ANDRITZ Gouda.

7.    The personnel and/or auxiliary persons engaged by the Counterparty in performing the contract must meet the special requirements set by ANDRITZ Gouda and, failing these, the general requirements of professional competence and expertise.

8.    In performing the work on the premises of ANDRITZ Gouda or third parties, the Counterparty must in any case observe the safety rules applicable there, including safety rules of ANDRITZ Gouda and those of third parties.

9.    The Counterparty shall provide at its expense and risk for the collection and removal of residues and waste materials released during the delivery and/or in the performance of agreed work activities.


Article 5 -Delivery

1.    Delivery of goods shall be made:

(i)    'Delivery Duty Paid ’, according to the version of the Incoterms which applies at the time of the order, without prejudice to the other provisions of these terms and conditions; or

(ii)    according to the transport instructions of ANDRITZ Gouda, at the time and place indicated by ANDRITZ Gouda; or

(iii)    in accordance with the terms and conditions stipulated in the order.

    In the event of incorrect addressing by the Counterparty, the additional (freight) charges shall be for the Counterparty’s account. If the goods are picked up by or on behalf of ANDRITZ Gouda, the Counterparty must load them free of charge. If delivery is made  “FCA Destination”, the Counterparty must state in advance when the goods will be ready for transport, and consultation must take place about the transport.

2.    Goods must be delivered in sound packing materials and accompanied by all necessary documents, such as waybill, packing slip and cross-border documents. The order number, the department to which the goods are to be delivered and all other relevant information must be stated clearly on the outside of the packing materials. The Counterparty must pack the goods to be delivered as economically, safely and carefully as possible and in such a way that the shipment is manageable during transport and unloading. The Counterparty must ensure that the delivery reaches its destination in good condition. Deliveries of dangerous substances must comply with the transport conditions as laid down in the ADR (European Agreement concerning the International Carriage of Dangerous Goods by Road), which has been incorporated into Dutch legislation, the VLG (Transport of Dangerous Substances over Land) or IATA air freight regulations, and must be accompanied by all applicable documentation. The packages must be marked with the correct danger labels. The carrier must have a hazard chart, if any, in his/her possession.

3.    Simultaneously with the delivery of goods and/or completion of works, the  Counterparty must submit all quality and warranty certificates, test data, (Dutch language) user manuals, instruction booklets, drawings, specifications, technical and revision data and – if necessary – an EC Declaration of Conformity, as well as the relevant technical file. These documents are part of the delivery. If ANDRITZ Gouda so desires, in view of the nature of the goods delivered or work completed, the Counterparty must hand over operating and maintenance instructions to ANDRITZ Gouda free of charge.

4.    Borrowed packing materials shall be returned to the Counterparty at the Counterparty’s expense and risk. The Counterparty must take back packing and/or waste materials free of charge.

5.    ANDRITZ Gouda shall be entitled to refuse delivery of goods to be delivered if the aforementioned rules and provisions have not been observed.

6.    Unless otherwise agreed in writing, the agreed delivery or performance time shall be deemed to be a deadline. If the Counterparty exceeds any delivery date or delivery period, or if it is foreseeable that such will be the case, the Counterparty must inform ANDRITZ Gouda of this without delay. In that case, ANDRITZ Gouda shall be entitled, without (prior) warning, (prior) notice of default or court intervention:

(i)    to claim performance, damages or dissolution (possibly with additional damages); and/or

(ii)    to impose an immediately due and payable penalty, not subject to mitigation, of 1% (one per cent) of the price of the goods to be delivered per calendar week (or part of a calendar week), not exceeding an amount equal to 10% (ten per cent).

7.    Unless otherwise agreed in writing, the Counterparty shall not be entitled to make partial deliveries or perform the work in part. ANDRITZ Gouda shall be entitled, without prior notice, to send back to the Counterparty partial deliveries which have not been agreed and/or surplus goods delivered, at the Counterparty’s expense and risk.

8.    The delivery time shall also apply to a delivery of all accompanying auxiliary materials, as well as all accompanying documentation, such as drawings, quality, test and warranty certificates.


Article 6 –Risk and Transfer of Ownership

1.    The risk of goods to be delivered shall not pass to ANDRITZ Gouda until (i) the time of delivery at the agreed place and in the agreed manner, and (ii) after written approval by ANDRITZ Gouda given by a person authorised to this effect, quoting his/her name. Damage sustained during transport, loading or unloading shall be for the Counterparty’s account at all times.

2.    The ownership of goods shall pass to ANDRITZ Gouda at the time of delivery, provided they have been approved and comply with the contract. The Counterparty warrants that the goods delivered to execute an order are complete, unencumbered and otherwise unrestricted.


Article 7 –Industrial and Intellectual Property

1.    The Counterparty warrants that any performance, parts of it, the way in which it was effected and its use, all this in the broadest sense of the word, will not infringe any patent, trademark, copyright or other industrial or intellectual property right of a third party. The Counterparty shall indemnify ANDRITZ Gouda against claims of a third party to this effect and the costs to be incurred in that connection, including court costs.

2.    All industrial and intellectual property rights in or relating to goods or working methods specifically designed and/or made on the instruction of ANDRITZ Gouda, and in the drawings, texts, designs, manuals, samples, auxiliary materials, calculations, software and other documentation and data carriers designed and/or made for this purpose by ANDRITZ Gouda or the Counterparty, shall be vested in ANDRITZ Gouda. The Counterparty undertakes, in so far as necessary, to cooperate in the transfer of the aforementioned property rights, and shall return the auxiliary materials to ANDRITZ Gouda after execution of the order. The Counterparty shall not use the aforementioned data, materials and working methods for any purpose other than to perform the contract with ANDRITZ Gouda, and shall not make any transcripts or copies thereof without prior written permission from ANDRITZ Gouda.

3.    The Counterparty warrants that the goods it delivers to ANDRITZ Gouda do not infringe any industrial property rights of third parties, and indemnifies ANDRITZ Gouda against any and all claims brought against ANDRITZ Gouda on that basis. The Counterparty shall compensate ANDRITZ Gouda for all costs, losses and interest resulting from any infringement.


Article 8 -Identification

The Counterparty must as all times observe all identification rules set out in and on the accompanying documents and affix them clearly to the goods to be delivered.


Article 9 -Testing and Inspection

1.    ANDRITZ Gouda shall be entitled, but never required, at all times, at any place, to inform itself by means of inspection(s) and testing about the nature and progress of the production process, the deliveries or performance of the contract and the machines and raw materials used for this purpose. Where possible, the Counterparty shall inform ANDRITZ Gouda at such time that the delivery has not been delayed and of the time at which goods will be ready for inspection or testing, so that a representative of ANDRITZ Gouda can be present during this. The Counterparty shall make all information and facilities available which are necessary for an inspection or test. ANDRITZ Gouda shall be entitled, among other things, to return rejected goods at the expense and risk of the Counterparty.

2.    The Counterparty shall cooperate fully in an inspection or test conducted by or at the request of ANDRITZ Gouda. The Counterparty shall provide a list at ANDRITZ Gouda’s first request of the constituent parts of the goods to be delivered, goods used and packaging material(s) and the (course of the)  production process.

3.    If the goods with negative results have been examined by an independent testing institute, the costs of the examination shall be for the Counterparty‘s account.

4.    Tests within the meaning of this article shall not release the Counterparty from any obligation or liability. The Counterparty cannot derive any rights from the results of a test.


Article 10 –Contract Additions and Omissions

ANDRITZ Gouda shall be entitled to change the size of a delivery, even if this results in contract additions or omissions. If the Counterparty is of the opinion that the change has consequences for the agreed price or delivery time, it must notify ANDRITZ Gouda of this immediately and in writing, and in the event of additional work, give a quotation concerning the price and the period involved in this, as well as the consequences for the other work to be performed by the Counterparty. The Counterparty shall not perform additional work until it has obtained a written order from ANDRITZ Gouda. Additional work shall not in any case include additional work which the Counterparty has reasonably foreseen, or reasonably could have or ought to have foreseen.


Article 11 -Termination

ANDRITZ Gouda shall be entitled at all times to terminate the contract in the interim by giving written notice to the Counterparty. Immediately after receiving the written notice, or at the time indicated therein, the Counterparty shall discontinue the performance of the contract. Any claims ANDRITZ Gouda might have against the Counterparty upon termination shall be immediately due and payable in full.


Article 12 –Obligation to Provide Information and Confidentiality

1.    The Counterparty shall provide ANDRITZ Gouda with all information concerning the delivery which could be important for ANDRITZ Gouda. If the Counterparty foresees or reasonably ought to foresee that it will fail to perform one or more of its obligations, including a failure to deliver and/or faulty and/or late delivery, as well as any change in the composition or properties of the goods to be delivered, the Counterparty shall inform ANDRITZ Gouda of this in advance, without delay and in writing, stating the reasons and the likely duration of the delay.

2.    Both during and after the termination of any contract concluded with ANDRITZ Gouda, the Counterparty shall maintain absolute confidentiality vis-à-vis its own employees not involved in the delivery, as well as vis-à-vis (other) third parties, with respect to confidential information concerning the contents of the contract, the delivery and concerning everything else it has come to know on the basis of its relationship with ANDRITZ Gouda – including information relating to rules, models, drawings, diagrams, designs and suchlike, unless ANDRITZ Gouda has given prior written permission to disclose this.

3.    The Counterparty shall not be permitted to use the trade name of ANDRITZ Gouda in advertisements and other commercial statements without prior written permission from ANDRITZ Gouda.


Article 13 –Vicarious Tax Liability

1.    The Counterparty shall not be entitled to have any part of the contract performed by third parties, or to use “temporary” workers assigned to it, unless ANDRITZ Gouda has approved this beforehand in writing. The Counterparty indemnifies ANDRITZ Gouda for present or future claims brought by implementing agencies and/or the tax authorities on the basis of responsibility for the tax and social security liabilities of temporary workers and/or subcontractors.

2.    The Counterparty warrants vis-à-vis ANDRITZ Gouda the prompt performance of all its obligations under tax and social security laws with respect to employees who are or will be put to work by it or a third party it has engaged in the context of performing the contract.

3.    The Counterparty must give ANDRITZ Gouda at its first request before and/or after the start of the performance of a contract for the construction of a work, in writing, the name and address of the implementing agency with which the Counterparty is registered, the registration number under which the Counterparty is registered (as evidenced by a valid proof of registration) with the implementing agency, as well as its income tax number. The Counterparty must also allow ANDRITZ Gouda at its first request to inspect and, if ANDRITZ Gouda so desires, to provide a copy of, the relevant permit within the meaning of the Social Security (Coordination) Act (Coördinatiewet Sociale Verzekering).

4.    The Counterparty must hand over to ANDRITZ Gouda, each time at its first request, a recent declaration of a good payment record from the implementing agency and the tax department, which may not be older than 3 (three) months.

5.    The Counterparty must provide ANDRITZ Gouda at its first request, before the start of performance of the contract, as well as from week to week during the performance, with a written list of all employees who have been or will be put to work by it or by a third party it has engaged in the performance of the contract, containing their names, first names, address and place of residence, date of birth, place of birth and social security-tax number, as well as a copy of a valid identification document for all of those employees within the meaning of the Compulsory Identification Act (Wet op de Identificatieplicht).
    For employees having the nationality of a non-EU Member State, the Counterparty must also provide a copy of their work permits, as well as of their employment conditions. For employees from an EU Member State, the Counterparty must provide a secondment statement.

6.    The Counterparty shall provide ANDRITZ Gouda, each time at its first request, with the salary statements of the aforementioned employees for inspection, as well as a written list from week to week of the place(s) where those employees perform their work and the number of hours worked by those employees at that place/these places. The Counterparty warrants that its employees and/or the employees of a third party the Counterparty has engaged in the performance of the contract can identify themselves at any time when ANDRITZ Gouda requests them to do so.

7.    The Counterparty shall have to demonstrate to ANDRITZ Gouda’s satisfaction that it or the third parties it has engaged in the performance of the contract keep adequate records from which it can be seen clearly what amounts of wage tax and contributions under the social security laws are due for the employees engaged in the performance of the contract.

8.    In case ANDRITZ Gouda is held liable on the basis of social security laws for the contributions or taxes due from the Counterparty, or the chance exists that this will happen, the Counterparty must provide ANDRITZ Gouda with all information to enable ANDRITZ Gouda to prove that non-payment of those liabilities cannot be blamed on it or on the Counterparty, or on any subcontractor engaged by the Counterparty.

9.    ANDRITZ Gouda shall be entitled to suspend the performance of any obligation vis-à-vis the Counterparty, on any basis whatsoever, in the event ANDRITZ Gouda has well-founded reasons to assume that the Counterparty is not complying or has not complied with its obligations as referred to in this article.


Article 14 –Penalty and Costs

1.    Without prejudice to the provisions of Article 15, in case of attributable failure to perform, the Counterparty shall owe ANDRITZ Gouda an immediately due and payable penalty, not subject to mitigation, amounting to 7.5% (seven and a half per cent) of the total order amount at once, or, in the event of late performance, 0.5% (a half per cent) of that amount per week that the delay lasts, up to a maximum of 7.5%, all this without prejudice to ANDRITZ Gouda’s right to further compensation of losses.

2.    All costs, both in and out of court, including but not limited to the costs of legal assistance, which are involved for ANDRITZ Gouda in the enforcement of its rights vis-à-vis the Counterparty, shall be for the Counterparty’s account.


Article 15 -Failures

1.    Without prejudice to the other rights to which ANDRITZ Gouda is entitled (including the right to damages), ANDRITZ Gouda shall be entitled, without prior warning, notice of default or judicial intervention, and without being bound to pay any damages, to dissolve any contract with the Counterparty by means of a written statement to that effect, wholly or in part, and/or to require the Counterparty either to perform the work over again at its own expense, or to undo the work performed at its own expense and risk, or to allow ANDRITZ Gouda to have the work done over again or undone at its expense and risk, all this if:

(i)    the Counterparty fails to perform one or more of its obligations under the contract;

(ii)    the Counterparty relies on force majeure;

(iii)    the Counterparty is declared insolvent, has applied for a suspension of payment, has discontinued or liquidated its business, attachment is levied on (a substantial part of) its assets, or the Counterparty transfers its business to a third party; or

(iv)    rejection takes place after testing or retesting.

2.    In case of dissolution, the risk of the goods already delivered shall remain with the Counterparty. The goods shall then be at the Counterparty’s disposal and must be picked up by it. The Counterparty shall refund the payments already made by ANDRITZ Gouda in relation to the dissolved contract without delay.

3.    Without prejudice to its other rights, in the circumstances referred to in clause 1 of this article, ANDRITZ Gouda shall have the right to suspend its obligations under a contract concluded with the Counterparty.

4.    Unless otherwise agreed in writing, all claims ANDRITZ Gouda might have against the Counterparty shall be immediately due and payable in full.


Article 16 -Liability

1.    The Counterparty shall be liable for and shall indemnify ANDRITZ Gouda against any claim from third parties for losses which are the direct or indirect consequence of any attributable failure to perform obligations vis-à-vis ANDRITZ Gouda or of wrongful acts or omissions of the Counterparty. The Counterparty warrants the acts or omissions of its personnel or those of the third parties engaged in the performance of the contract as its own acts or omissions.

2.    Product liability in relation to goods delivered or used, whether or not processed, shall be borne entirely by the Counterparty. The Counterparty indemnifies ANDRITZ Gouda for claims from third parties arising from or connected with the goods delivered or used and/or services provided by the Counterparty.

3.    The Counterparty must take out adequate insurance for the liabilities arising from these General Terms and Conditions of Purchase.

Article 17 -Miscellaneous

1.    Contracts between ANDRITZ Gouda and the Counterparty cannot be amended without prior written approval from ANDRITZ Gouda.

2.    The rights and obligations under contracts between ANDRITZ Gouda and the Counterparty may not be assigned to one or more third parties, unless prior written permission for this has been obtained from ANDRITZ Gouda.

3.    The nullity or invalidity or a provision of a contract between ANDRITZ Gouda and the Counterparty shall not affect the validity of the other provisions of such a contract. The null or invalid provision shall be replaced by a provision that is valid and comes as close as possible to the nature and tenor of the null or invalid provision.


Article 18 –Applicable Law and Disputes

1.    The rights and obligations under contracts between ANDRITZ Gouda and the Counterparty, or under contracts which may result from and/or are related to them, shall be governed by the laws of the Netherlands.

2.    If the Counterparty is established in Europe, any disputes that might arise on the basis of, or ensuing from, contracts between ANDRITZ Gouda and the Counterparty, the negotiations conducted and yet to be conducted in relation to them, or from contracts which might result therefrom, shall be settled finally and in a binding manner under the authority of the Arbitration Regulations of the Netherlands Arbitration Institute, in the Dutch language. If such a dispute represents a value up to EUR 100,000, the arbitral tribunal shall be composed of 1 (one) arbitrator. If the value in dispute exceeds EUR 100,000, the arbitral tribunal shall then be composed of 3 (three) arbitrators, unless the parties agree otherwise. The Place of Arbitration shall be The Hague. The joining of an arbitration proceeding as described above with other arbitration proceedings pursuant to Sec. 1046 of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering) is hereby ruled out.

If the Counterparty is established in Asia, any disputes that might arise on the basis of, or ensuing from, contracts between ANDRITZ Gouda and the Counterparty, the negotiations conducted and yet to be conducted in relation to them, or from contracts which might result therefrom, shall be settled finally and in a binding manner under the authority of the “Rules of Arbitration of the International Chamber of Commerce” by one or more arbitrators appointed with due observance of the aforementioned Rules, in the English language. If such a dispute represents a value up to EUR 100,000, the arbitral tribunal shall be composed of 1 (one) arbitrator. If the value in dispute exceeds EUR 100,000, the arbitration tribunal shall then be composed of 3 (three) arbitrators, unless the parties agree otherwise. The Place of Arbitration shall be London, if ANDRITZ Gouda brings takes the dispute to court, and Singapore if the Counterparty takes the dispute to court.