GENERAL TERMS AND CONDITIONS OF PAYMENT AND DELIVERY

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Article 1 Definitions

In these general conditions the following terms shall have the following meaning:

1.1 Commissioning party: the natural or legal person issuing the assignment to the party commissioned to perform the work.

1.2 Commissioned party: the natural or legal person who has accepted the work as referred to in 1.1.

Article 2 General

2.1 These general terms and conditions apply to the realisation, the content and observance of all agreements between the commissioning party and commissioned party and the related services provided.

2.2 The general terms and conditions of the commissioning party will only apply if it is explicitly agreed in writing that they apply to the agreement between the parties to the exclusion of these terms and conditions.

Article 3 Quotations, offers

3.1 The mere submission of a quotation with or without an estimate or similar notice does not oblige the commissioned party to enter into an agreement with the commissioning party.

3.2 Offers made by the commissioning party are without any obligation and can only be accepted without any deviation.

3.3 An assignment will be accepted under the condition that the commissioned party is entitled to refuse the assignment within a period of five working days. The commissioned party is in such a case not held liable for any compensation.

3.4 Acceptance of an assignment as well as issuing an offer as referred to in 3.2 must be done in writing.

Article 4 Assignment

4.1 The commissioned party shall carry out the assignment to the best of his or her ability.

4.2 The commissioning party shall provide the commissioned party with full cooperation in carrying out the work carried out under the agreement.

4.3 The commissioned party shall cooperate within reasonable limits with regard to changes to the agreement, assuming that the work to be carried out does not differ in essence from the original agreement.

4.4 The commissioned party is entitled to increase or decrease the agreed price if the commissioning party makes any changes to the specifications originally agreed upon.

4.5 The commissioned party is entitled to have the agreement fully or partially realised by third parties.

4.6 The commissioning party is entitled to cancel the agreement, provided that the commissioning party compensates the commissioned party for any losses incurred. Such losses shall, in any event, include losses and loss of business profits, and in any event the costs already incurred by the commissioned party in preparing the assignment, including costs for reserving capacity, materials purchased and services bought in.

Article 5 Price

5.1 Prices do not include value added taxes (VAT) and other government-imposed levies.

5.2 The price stated by the commissioned party only applies to the work as agreed upon.

5.3 The commissioned party is entitled to increase the agreed price in the event that the commissioning party supplies an abnormally laborious text, illegible copy, inadequate software or data files that cause the commissioned party extra work or expenses over and above that considered reasonable at the start of the agreement. The list above is not comprehensive.

Article 6 Terms of Payment

6.1 Unless otherwise agreed, the commissioned party shall pay the price and additional amounts owed under the agreement within 30 days of the invoice date, without any claim on discount, setting-off or postponement.

6.2 Should payment not occur within the term set out, the commissioned party shall be in default, without notice of default being required.

6.3 In the event that the commissioning party does not pay within the term set out, then the commissioning party shall owe the legal rate of interest over the amount due from the date of default due to the delay of payment of the amount due.

6.4 In the event that the commissioning party does not pay within the term set out, the commissioning party shall also pay in full all judicial and extrajudicial collection charges as well as all the commissioned party's costs, solicitor's fees, debt collection costs and bailiffs fees. The extrajudicial costs shall be at least 15% of the principal sum plus interest, with a minimum of EUR 50.00.

Article 7 Methods of delivery; retention of title

7.1 Unless otherwise agreed, delivery shall take place at the location where the commissioned party practices his/her profession or operates his/her business.

7.2 The commissioned party is not obliged to provide the work in parts.

7.3 The commissioning party shall fully cooperate in the delivery of the work performed by the commissioned party under the agreement. The commissioning party will be in default without prior notice should he or she refuse to accept the delivered work.

7.4 Every delivery of work by the commissioned party shall be made under retention of title of the material items connected with the delivery. Ownership is transferred at the moment the commissioning party has paid in full all that owed under the agreement, including interest and costs.

Article 8 Terms of delivery

8.1 Any term of delivery indicated by the commissioned party shall only be deemed an indication, unless explicitly agreed in writing that the term in question is a deadline. The commissioned party shall not be in default, even in the event of an agreed deadline, until after the commissioning party has served him/her a notice of default.

8.2 The commissioned party's obligation to observe the deadline agreed upon shall lapse in the event that the commissioning party and commissioned party agree upon a change to the specifications applicable to the assignment. Both parties shall agree a new deadline in such cases. If the parties do not agree upon a new term of delivery then the provision of Article 8.1 shall apply to the agreement.

8.3 The commissioned party is entitled to change the terms of delivery in the event that the commissioning party supplies an abnormally laborious text, illegible copy, inadequate software or data files that cause the commissioned party extra work or expenses over and above that considered reasonable at the start of the agreement. The list above is not comprehensive.

8.4 The commissioning party is obliged to do everything that is reasonably necessary or desirable in the context of the implementation of the agreement by the commissioned party to ensure delivery on time.

Article 9 Investigation on delivery

9.1 After delivery of the work the commissioning party is obliged to investigate with due haste whether the commissioned party has validly observed the agreement and to notify the commissioned party in writing forthwith should this not appear to be the case. The commissioning party shall carry out the aforementioned investigation and notification no later than two weeks after delivery of the work.

9.2 The commissioned party is at all times entitled to correct unsatisfactory work.

9.3 The agreement between the parties remains valid even if the commissioning party fails to carry out the investigation and notification referred to in Paragraph 1 of this article within the term stated.

9.4 In the event that the 14-day term referred to in Paragraph 1 of this article can reasonably and equitably be deemed unacceptably short even for a meticulous and alert commissioning party, then this term can be prolonged until no later than the first moment at which an investigation by the commissioning party or notification of the supplier by the commissioning party can reasonably be deemed possible.

9.5 The work of the commissioned party shall in any case be considered acceptable if the commissioning party adapts or incorporates the delivered work, or delivers the work to a third party, or allows it to be used, adapted or incorporated or to be delivered to a third party.

Article 10 Copyright

10.1 Unless otherwise explicitly agreed upon in writing, the commissioned party shall retain the copyright on the work he/she delivers.

10.2 The commissioning party shall indemnify the commissioned party against claims based on violation of ownership right, patent right or copyright in the context of implementation of the agreement.

Article 11 Confidentiality

11.1 The commissioned party shall observe complete confidentiality regarding any information concerning implementation of the agreement.

Article 12 Force Majeure

12.1 Failures to perform on the part of the commissioned party cannot be attributed to him/her in the event that such failures are not due to negligence on his/her part. This applies equally in the event that such failures cannot be deemed his/her fault by law, under this agreement or according to generally accepted standards.

12.2 Failures to fulfill the agreement on the part of the commissioned party due to fire, accident, illness, export restrictions, government measures or other circumstances beyond the control of the commissioned party shall not be considered attributable to the commissioned party and do not entitle the commissioning party to dissolve the agreement or to any compensation.

Article 13 Liability. Indemnity

13.1 The commissioned party's liability to provide compensation for loss under the agreement with the commissioning party is limited to an amount proportionate to the original amount according to criteria of reasonableness and equity.

13.2 The commissioned party cannot be held liable for consequential loss, including indirect consequential loss, losses due to delays, loss of profits or any other cause suffered by anyone unless according to criteria of reasonableness and equity the commissioned party should be held liable under the given circumstances. In such a case, the commissioned party's liability is limited to the agreed price.

13.3 The commissioned party cannot be held liable for any loss resulting from injury of any cause, suffered by anyone, unless according to criteria of reasonableness and equity the commissioned party should be held liable. In such a case, the provisions of Article 13.2 do not apply and the liability of the commissioned party is limited to an amount proportionate to the agreed price according to criteria of reasonableness and equity.

13.4 In all instances the liability of the commissioned party is limited to EUR 40,000.

13.5 The commissioned party cannot be held liable for information carriers of any kind made available to him/her in the context of fulfillment of the agreement.

13.6 The commissioned party cannot be held liable for any costs or damages of any kind suffered by anyone, caused by transport or shipment of information or information carriers. This includes the delivery of work arising from this agreement.

13.7 In the event that the commissioned party is held liable for any loss by a third party for which he/she cannot be held liable by virtue of an agreement with the commissioning party or these general terms and conditions, then the commissioning party shall fully indemnify the commissioned party in the matter and pay him/her compensation to the amount claimed by the third party in question.

Article 14 Deviations

14.1 Deviations from these conditions may only apply if agreed upon in writing.

Article 15 Arbitration

15.1 Any disputes which may arise between the commissioning party and the commissioned party from this agreement or any other agreements will be heard by the competent Dutch court.

Article 16 Applicable Law

16.1 The agreement between the commissioning party and the commissioned party is governed by Dutch law.