General conditions of sale and delivery Oostwoud International B.V.

1 – General conditions and applicability

1.1 – These general terms and conditions (hereinafter, “Conditions”.) apply to all
agreements and all other acts and legal acts of Oostwoud
International B.V. (hereinafter: “Oostwoud”) with its counterparty(ies) (hereinafter: “Client”), even if those (legal) acts should not lead to, or are not related to, an Agreement.

1.2 – These terms and conditions are an excerpt from Oostwoud’s more comprehensive General Terms and Conditions of Sale, which are hereby expressly provided in accordance with paragraph 1 of this article intergraal of
be declared applicable. This includes, for example, (additional) provisions on
any agency and distribution relationships, payment, indemnifications for incorrect VAT 7 data, items made available on a trial basis, repairs, detailed arrangements on retention of title, contracting, etc.

1.3 – If Oostwoud is not acting as seller or contractor, but as buyer or
client, Oostwoud’s General Terms and Conditions of Purchase, Engagement and Procurement in accordance with paragraph 1 shall apply.

1.4 – All general terms and conditions of Oostwoud are filed with the Chamber of Commerce in Leeuwarden under number 2749 and are also available for inspection at Oostwoud. Upon request, Oostwoud will send copies free of charge.

2 – Offers, conclusion of Agreements and statements and indications of goods delivered or to be delivered (hereinafter: “Products” and/or work performed or to be performed (hereinafter: “Services”) by Oostwoud

2.1 – An offer or (quotation) from Oostwoud shall not be binding upon it and shall only be valid as
An invitation to place an order by Client.

2.2 – An agreement, which includes all (legal) acts to
preparation and execution thereof (“Agreement”), shall only come into existence
if and to the extent that Oostwoud accepts an order from the Client in writing or an order is carried out by Oostwoud, unless the Client agrees with other
means proves that Oostwoud’s order from the Client is fully and unconditionally
has accepted.

2.3 – All statements by Oostwoud of numbers, sizes, weights and/or other indications of the Products and/or Services have been made with care but Oostwoud cannot guarantee that no deviations will occur in that respect. Samples, drawings shown or provided
or models are merely indications of the Products and/or Services in question. If Customer proves that the Products and/or Services delivered deviate to such an extent from
the specifications of Oostwoud or of the samples, drawings or models that he can no longer reasonably be required to take them, the Client is entitled to terminate the Agreement, but only to the extent that such termination is reasonably necessary.

3 – Prices

3.1 – All prices of Oostwoud are based on delivery ex warehouse, are expressed in Euros and
are exclusive of sales tax and special forms of packaging, all unless expressly stated otherwise by Oostwoud.

3.2 – Oostwoud may pass on any change in the factors affecting the price and on Oostwoud’s additional costs mentioned in paragraph 1. Only if within three
months after acceptance of the order by Oostwoud and provided that the
Client is entitled to invoke the rounds of annulment as referred to in Article 6:235 BW, 10.2 Client is authorized to dissolve the agreement.

4 – Payment

4.1 – In the event of delivery of Products, the Client shall pay the price charged to it.
amounts, effective in the currency stated on the invoice, at the time of delivery or completion of said Products to Oostwoud, unless otherwise agreed in writing. In the case of the performance of Services, the Client shall pay the
amounts, effective in the currency stated on the invoice, shall be paid to Oostwoud within 30 days of the invoice date.

4.2 – Unless otherwise agreed, the contract price for contract work shall be invoiced as follows:
– 30% at the time of entering into the agreement;
– 50% at the start of contracting work;
– 20% upon (first) delivery of the result of the contract work or earlier commissioning thereof.

4.3 – Any objections to invoices, specifications, descriptions and prices must be notified to Oostwoud in writing within 10 days. If this is not possible on
on account of any cause not attributable to the Contractor, the Contractor shall be his
objections in any event as soon as reasonably possible in writing to Oostwoud 11.3.

4.4 – All amounts charged to the Client must be paid without discount, deduction or set-off, unless permitted by a final judicial or arbitral decision.

4.5 – The Client shall not be entitled to suspend its obligations unless the Client submits the dispute to the court with jurisdiction under Article 14.1 within 30 days of the relevant obligations becoming due.

4.6 – Client shall be liable, without further notice of default, for all sums not paid no later than the
last day of the payment period have been paid, interest equal to
Dutch Central Bank’s promissory note discount rate plus 3% (calculated on
annual basis). Each time after the end of a month, the amount on which interest is charged is
calculated, plus interest due for that month.

4.7 – If the Client has not paid the amount and interest due even after the expiry of a further payment term set by registered letter, the Client shall be liable to pay Oostwoud all extrajudicial and judicial costs, including reasonable costs
for legal assistance in or out of court, to be reimbursed.

4.8 – If by Oostwoud, for reasons of leniency or otherwise, the Client is granted a delay
for performing any performance is given, the new deadline shall always be of a fatal nature.

5 – Terms

5.1 – The delivery period stated by Oostwoud for Products and/or period for the
performance of Services based on the circumstances applicable to Oostwoud at the time the Agreement was concluded and, to the extent dependent on third party performance, on the information provided to Oostwoud by those third parties. The delivery and/or execution period shall be observed by Oostwoud to the extent possible.

5.2 – If any term is exceeded, Client is not entitled to any compensation or damages.
to the point. Nor is the Customer in that case entitled to rescind or terminate the Agreement, unless the exceeding of the term is such that the Customer cannot reasonably be required to perform (the relevant part of) the
Agreement leaves in place. Client is then entitled, after notice of default
containing a reasonable further period for performance, entitled to terminate the Contract by
rescind or terminate by registered letter, but only to the extent provided in the
given circumstances is strictly necessary.

5.3 – Oostwoud shall at all times be entitled to deliver the Products in parts.

6 – Delivery and risk

6.1 – Delivery of the Products, including the costs of delivery and transfer of risk, shall, if expressed in the quotation or order confirmation, be made according to the conditions customary in the trade, such as carriage paid, f.o.b., c.i.f. and c.f., and in all such cases the incoterms of the International Chamber of Commerce in Paris in force from time to time shall apply thereto.

6.2 – If the conditions referred to in the preceding paragraph have not been agreed, delivery and transfer of risk of the Products and their packaging shall always take place at the place and time at which the Products are ready for shipment to the Client.

Oostwoud shall notify Client of the above time and place as soon as possible, and Client shall take delivery of the Products as soon as possible, but no later than 30 days after notification.

6.3 – Client shall ensure that for its part, nothing shall stand in the way of meeting certain agreed deadlines, including delivery, purchase and installation dates.

6.4 – Should the Client not take delivery of the Products for a non-legal reason or on time, he shall be in default without notice of default.

7 – Force Majeure

7.1 – A non-attributable failure (“force majeure”) of Oostwoud shall mean any circumstance independent of Oostwoud’s will, as a result of which the fulfillment of (the relevant part of) its obligations to the Client is prevented, delayed or made uneconomical or as a result of which the fulfillment of these obligations (otherwise) cannot reasonably be required of Oostwoud.

8 – Retention of title

8.1 – The ownership of Products shall, notwithstanding the actual delivery, only be transferred to the Client after the Client has paid in full all that it owes or will owe to Oostwoud with respect to Products delivered or to be delivered under the Agreement, including the purchase price, any surcharges, interest, taxes and costs owed pursuant to these Conditions or the Agreement, as well as any work carried out or to be carried out pursuant to such Agreement.

8.2 – Before the ownership of the Products has passed to the Customer, the Customer shall not be entitled to rent or give the Products in use to third parties, pledge them to third parties, or otherwise encumber them for the benefit of third parties. The Client is only entitled to sell and deliver the Products, of which Oostwoud is the owner, to third parties to the extent that this is necessary in the context of the Client’s normal business operations.

9 – Intellectual property

9. 1 – If Oostwoud manufactures Products or has Products manufactured on the specific instructions of the Client on the basis of a design that does not originate from Oostwoud, the Client shall indemnify Oostwoud in respect of all infringements relating to (the manufacture and use of) the Products on intellectual property rights of third parties.

10 – Inspection and advertising

10.1 – Client shall be obliged to carefully inspect the Products (or have them inspected) immediately upon arrival at the place of destination or, if earlier, upon receipt by itself or by a third party acting on its instructions. Any complaints regarding defects in the Products that are attributable to material or manufacturing errors, as well as differences in quantity, weight, composition or quality between the Products delivered and the description given for them on the order confirmation and/or invoice, must be communicated to Oostwoud in writing no later than 10 days after arrival of the Products. Defects, which could not reasonably have been detected within the above-mentioned period, must be reported in writing to Oostwoud immediately after detection and at the latest within six months after arrival of the Products.
If Client files a timely, correct and justified complaint regarding defects of a Product, Oostwoud’s resulting liability shall be limited to the obligations described in 11, depending on the nature of the complaint with due observance of the other provisions of Article 11.

11 – Warranty

11.1 – In case of a timely and correct complaint in accordance with the provisions of article 10 and if, in Oostwoud’s reasonable opinion, it has been sufficiently demonstrated that the Products do not function properly, Oostwoud shall have the option either to deliver new Products free of charge in exchange for the return of the Products that turned out to be defective, or to repair the Products in question properly, or to grant the Client a discount on the purchase price, to be determined in mutual consultation. By fulfillment of one of the aforementioned performances, Oostwoud shall be fully discharged in respect of its warranty obligations and Oostwoud shall not be liable for any further (damage) compensation.
11.2 – If Oostwoud delivers Products to the Client which Oostwoud obtained from its suppliers, Oostwoud shall never be held to any further guarantee or liability vis-à-vis the Client than to which Oostwoud is entitled vis-à-vis its supplier.
11.3 – Oostwoud expressly does not guarantee any recommendation or advice regarding the installation or use of the Products.

12 – Liability and indemnity.

12.1 – Oostwoud shall never be liable for any indirect damages of the Client or third parties, including consequential damages, immaterial damages, business or environmental damage.
12.2 – Oostwoud’s liability to the Client, for whatever reason, shall be limited per event (where a related series of events counts as one event) to the relevant contract sum (excluding VAT). If no contract sum can be designated, Oostwoud’s liability shall be limited to an amount of € 22,689, unless this would be manifestly unreasonable according to standards of reasonableness and fairness, in which case Oostwoud’s liability shall in any case be limited to the amount it receives from its business liability insurer, the latter provided that Oostwoud shall ensure that it is and remains normally insured in this respect.
12.3 – The limitations of liability in paragraphs 1 and 2 shall not apply insofar as the damage in question was caused by intent or gross negligence on the part of Oostwoud or its senior management or insofar as Oostwoud’s liability arises from mandatory applicable product liability law.
12.4 – Except in the event of gross negligence or willful misconduct by Oostwoud or its senior management, the Client shall indemnify Oostwoud for all claims by third parties, for whatever reason, in respect of compensation for damage, costs or interest, related to the Products, or arising from the use of the Products, unless the Client cannot reasonably be blamed for the damage.

13 – Dissolution

13.1 – In the event of (provisional) suspension of payment, bankruptcy, cessation or liquidation of the Client’s business or if the Client fails to fulfill any obligation arising for it from any agreement properly or within a set period of time or otherwise in a timely manner, the Client shall be in default and Oostwoud shall be entitled, except to the extent that this would be manifestly unreasonable, to do so without notice of default or judicial intervention:

• dissolve the agreements with Client;
• suspend performance of agreement(s) until payment is adequately secured; and/or
• suspend all its obligations, if any, to the Client; all without prejudice to Oostwoud’s other rights and without Oostwoud being liable for any damages.

14 – Applicable law and competent court

14.1 – These Terms, as well as all legal relationships of Oostwoud, shall be governed by Dutch law. Insofar as national or international rules of law do not imperatively prescribe otherwise, all disputes between the parties shall be submitted to the competent court in Leeuwarden, at the choice of the summoning or requesting party, or to the court otherwise competent under national or international rules of law.