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Firmus Solutions BV -‐ Roosendaal Telephone +316 54654500 -‐ Fax +3184 7552919 -‐ Website www.firmus-‐solutions.com

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GENERAL TERMS AND CONDITIONS -‐ Firmus Solutions BV, Roosendaal Filed with the Chamber of Commerce in Breda on February 10th, 2011 under No. 51853132. I. General The following is understood under these Terms and Conditions

- Contractor/Vendor: - FIRMUS SOLUTIONS B.V., established at RoosendaalPrincipal/Buyer: the person

acting on behalf of Firmus SOLUTIONS BV or who is engaged with the purpose of conducting these negotiations related to the sale of goods and/or services;Agreement: the agreement concluded between the parties to which these Terms and Conditions are declared to be applicable by the Contractor/Vendor;Goods: all material objects subject to human control and all forms of services that are provided that are not contrary to these Terms and Conditions.

The Terms and Conditions as set out below apply to all offers, sales and/or deliveries. In the event of the Principal/Buyer declaring that a different set of Terms and Conditions shall apply, those shall not be accepted, unless explicitly agreed to otherwise in writing. By requesting a quotation and/or placing an order the Principal/Buyer shall be deemed to have accepted the Terms and Conditions of the Contractor/Vendor. The Principal/Buyer is deemed to be aware of the contents of these Terms and Conditions.

II. Identity of the operator

Firmus Solutions BV Tremolietdijk 35, 4706 TW, Roosendaal Telephone number: +316 54654500, available during office hours E-‐mail: info@firmus-‐solutions.com Chamber of Commerce Registration No.: 51853132. VAT Identification Number: NL850200787.B01

III. Offers

All offers, if and insofar as the Contractor/Vendor has not specified a period in writing during which the offers are binding, are without obligation. All information provided in images, catalogues, technical drawings and any further information provided by the Contractor/Vendor is not considered to be binding.

IV. Offer, order and sales agreement 1. Management at the Contractor/Vendor shall make definitive decisions regarding final

acceptance of offers and/or orders. Any agreements and/or understandings reached by agents and/or representatives shall only come into force following and conforming to written confirmation by the Contractor/Vendor.


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2. Oral and/or telephonic agreements shall only come into force following written confirmation from the Contractor/seller.

3. The offers provided by the Contractor/Vendor are non-‐binding and shall only become binding following written confirmation from the Contractor/Seller.

4. The conditions stated in the preceding paragraphs shall also apply to additional agreements, amendments or commitments made by our personnel or on behalf of the Contractor/Vendor by its representatives, agents and/or other intermediaries.

5. In the event of delivery of goods and/or services that are not covered by an offer and/or an order confirmation due to its nature or size, the invoice shall be accepted as an order confirmation.

6. The Contractor/Vendor reserves the explicit right to engage third parties in completing orders placed by the Principal/Buyer.

7. If, after accepting an order, the creditworthiness of the Principal/Buyer should become doubtful by the Contractor/Vendor the Contractor/Vendor shall be entitled to cancel the agreement without judicial intervention, unless the Principal/Buyer provides an appropriate payment guarantee or settle the entire amount agreed to in advance.

8. Contractor/Vendor reserves the explicit right to cancel the order without giving reasons in writing.

V. Prices and offsetting of cost factors 1. Any quotation provided by the Contractor/Vendor is provided without obligation,

unless agreed to otherwise in writing. 2. Unless agreed otherwise our prices are warehouse prices (ex works), excluding VAT,

packaging, packing, shipping, transport documents, assembly/installation, inspection, insurance and governmental levies or taxes.

3. In the event of the Dutch currency losing value or price increases during the time the order is being executed and the payment for such provides the Contractor/Vendor with the right to amend the agreed price accordingly, whereby the official Dutch listing of the selling rate on the date of receipt of the payment by us, or on the very next trading day should there not be any trade activity during the day in question.

4. Wages, social payments, taxes, duties, levies and other charges introduced or increased after the offer or the conclusion of the agreement can be charged to the Principal/Buyer.

VI. Delivery and risk 1. Notwithstanding the stipulations contained in Article XIII, goods shall be considered to

be delivered by the Contractor/Vendor and accepted by the Principal/Buyer. 2. Free delivery is only provided if and insofar indicated by the Contractor/Vendor on the

invoice or otherwise. 3. Upon free delivery (delivered duty paid), not including unloading of goods from any

vehicle, the goods shall be transported at the expense and risk of the Contractor/Vendor. In all other instances goods shall be transported for the account


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and at the risk of the Principal/Buyer. The time of delivery shall be deemed to be the time at which the goods left the site of origin or when the Contractor/Vendor reported to the Principal/Buyer that the products are ready for shipment.

4. Delivery terms are construed as per the most recently published "Incoterms", insofar as they do not vary from these Terms and Conditions and/or written agreements concluded between the parties.

5. The risk of excluded insurance items will always be borne by the Principal/Buyer. 6. Insurance shall only be concluded by the Contractor/Vendor upon the request and for

the account of the Principal/Buyer. The Principal/Buyer can under no circumstances derive more rights from this provision, than should he/she have concluded said insurance agreement independently.

7. The Contractor/Vendor shall consider the given address to be valid until a new address is provided. Any resulting damage shall be borne by the Principal/Buyer.

VII. Quality, testing and acceptance 1. If and insofar as the quality of the goods to be delivered is not agreed to explicitly

and/or in writing, claims from the Principal/Buyer are limited to that of the quality, as is consistent with standard commercial goods.

2. If and insofar as the goods are provided at the request of the Principal/Buyer under a quality statement and/or guarantee issued by a third party, such issues shall be deemed to be approved and accepted by the Principal/Buyer in accordance with the quality statement and/or guarantee provided by the third party.

3. The Principal/Buyer must verify the quantity and check for damage to delivered goods upon receipt. This also applies following notice from the Contractor/Vendor that goods are available for collection for the Principal/Buyer.

4. Any shortages and/or damage to the delivered goods or their packaging, identified by the Principal/Buyer at delivery shall be noted on the delivery voucher, invoice and/or delivery documents, failing which the Principal/Buyer shall be deemed to have received the goods in good order and to have approved such accordingly. Any subsequent complaints in this regard shall not be considered.

5. The Principal/Buyer shall not be able to claim compensation with regards to damage that was not visible at the time of delivery when:

- the delivered goods have been processed; - the delivered goods have not been processed yet, but the Principal/Buyer did not

disclose shortcomings in writing to the Contractor/Vendor with precise details of the nature and reason for the complaints within a reasonable period of time (up to 8 days) after discovery of the defect or when such defect can reasonably be expected to have been identified with due vigilance.

6. Complaints regarding invoices must also be submitted to the Contractor/Vendor in writing within 8 days following dispatch of the invoice.


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7. After the expiry of the period of 8 days, the Principal/Buyer shall be considered to have approved the delivered product and the invoice. Claims shall then no longer be considered by the Contractor/Vendor.

8. If a complaint is considered by the Contractor/Vendor to be justified and accepted, the Contractor/Vendor shall only be obliged to replace faulty goods without the Principal/Buyer being entitled to compensation in any form whatsoever.

9. The fact that the Principal/Buyer submitted a complaint does not relieve him/her of his payment obligations towards the Contractor/Vendor.

10. Goods delivered and accepted shall not be taken back by the Contractor/Vendor, unless agreed to otherwise.

11. If and insofar as the parties agree that the goods are to be taken back, the Contractor/Vendor is entitled to credit at market-‐related rates on the day of return and compensation of at least 20% of the invoice value of the goods, without prejudice to the rights of the Contractor/Vendor with regards to performance and further compensation for damage.

12. Subject to the preceding paragraphs, complaints shall be submitted in any event within 8 days following the delivery or invoice date to the Contractor/Vendor, under penalty of inadmissibility of the complaint by the Contractor/Vendor.

13. If delivery on demand is agreed to, the Contractor/Vendor is entitled after 3 months to nominate a term to the Principal/Buyer within 8 days whereby all goods received shall be considered to have been taken into service, whereby a maximum term of 1 month shall apply following the date of nomination.

VIII. Delivery times 1. Delivery times stated in offers and/or order confirmations only apply as approximate

times, unless agreed to otherwise. Exceedance of delivery time can under no circumstances be considered to be default by the Contractor/Vendor towards the Principal/Buyer, nor result in cancellation of an order or refusal to accept goods, and the Contractor/Vendor cannot be held liable for any damage resulting from such delay.

2. If the delivery time has expired and the goods in question were not collected by the Principal/Buyer, the Contractor/Vendor has the right to summon the Principal/Buyer in writing to inform him/her to collect the goods within a stated period. The Principal/Buyer shall be obliged to respond to the notice within 8 days, failing which the Contractor/Vendor shall be entitled to charge the Principal/Buyer for storage expenses, and the Contractor/Vendor shall also be entitled to demand immediate and full payment.

3. The period stated by the Principal/Buyer in the notice, shall be a minimum of 48 hours and a maximum of 2 months, or for as long as the Contractor/Vendor requires, provided that the period nominated by the Principal/Buyer shall never be shorter or much shorter than the delivery period agreed to. The Contractor/Vendor shall under no circumstances be held liable towards the Principal/Buyer with regards to trade losses


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and/or other losses incurred, whether direct or indirect, resulting from storage as described above.

4. The Contractor/Vendor has the right to adjust delivery time if all of the required data is not received by the Contractor/Vendor within the required time period.

IX. Packaging, cargo and risk 1. The method of transport, shipping, packaging, etc. shall be determined by the

Contractor/Vendor as a good administer/merchant, provided that no further instructions are provided by the Principal/Buyer to the Contractor/Vendor, without the Contractor/Vendor bearing any liability to this end.

2. Shipment shall always be payable by and at the risk of the Principal/Buyer, even if free on board is agreed upon, and also when the carrier claims that the bills of lading/transport addresses contain a clause in which it is stated that all transport damage is payable by and for the risk of the Consignor/Principal/Vendor.

X. Liability 1. The Contractor/Vendor accepts no responsibility for failure, late, incomplete or

improper performance, notwithstanding the stipulations contained in Article VII, and without prejudice to the rights of the Contractor/Vendor with regards to orders still to be completed, insofar as the law permits such and subject to the provisions contained in article XXIII.

2. Liability for consequential damage is excluded. 3. Damage caused by, to, or arising from goods, involving a Contractor/Vendor of another

supplier subcontracted by the Contractor/Vendor, shall only be paid if and insofar as the damage caused by the relevant supplier is paid to the Contractor/Vendor and the Contractor/Vendor has received said compensation, less expenses incurred in the process.

4. Advice, instructions, calculations, statement of results or usage directions of any nature whatsoever related to usage, processing, confirmation, etc. of delivered goods are provided for free and without any liability of the Contractor/Vendor.

5. The Contractor/vendor shall not be liable for matters between the opposing party and third parties, other than obligations of the Contractor/Vendor towards the counter party as a result of these Terms and Conditions. The Principal/Buyer shall indemnify the Contractor/Vendor in this regard.

6. The Contractor/Vendor shall never be held liable for consequences resulting from deviations and/or discrepancies between quality requirements set by the Principal/Buyer in writing, and quality requirements set by a third party.

XI. Right of Lien 1. All delivered goods remain the property of the Contractor/Vendor until such time as the

Principal/Buyer settled the purchase price, plus any other amount due to the Contractor/Vendor, in full.


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2. The Principal/Buyer is not authorised to transfer goods that are not completely paid for to third parties in title for reasons other than conventional processing in accordance with destination, to pledge the goods to third parties as a result of any type of agreement or to provide such to third parties as a pledge of security in the widest sense of the word.

3. If the Principal/Buyer should fail to adhere to any obligation arising from the agreement relating to goods delivered on behalf of the Contractor/Vendor, the Contractor/Vendor shall be authorised to repossess the goods without any judicial intervention, in which case the Contractor/Vendor shall have the right to cancel the agreement without judicial intervention, without prejudice to the rights of the Contractor/Vendor to claim for compensation for losses incurred of any nature whatsoever, loss of profit or interest. For as long as any item delivered as stated above remains in the possession of the Principal/Buyer, the Contractor/Vendor shall be entitled to verify the state of the goods, and the Principal/Buyer irrevocably authorises the Contractor/Vendor to enter the location or locations where the goods are being held and -‐ if necessary -‐ to remove the goods from said locations or to have this done on his/her behalf, in favour of the Contractor/Vendor.

XII. Payment and security 1. The Principal/Buyer undertakes to settle invoices within 30 days following the invoice

date, without demanding any debt comparisons and/or discounts. Any payment discounts agreed to shall lapse if the amount due is not received by the Contractor/vendor within the stated period. Complaints about defects of goods delivered do not entitle the Principal/Buyer to suspend payments or to suspend any other obligations, irrespective of whether such is related to (the delivery of) other property or services, nor do the submission of a complaint entitle the Principal/Buyer to make deductions or debt comparisons from the afore-‐mentioned, contested items or subsequent deliveries.

2. From the time when payment is due (maturity date), the Contractor/Seller shall be entitled to claim interest, without further summons or notice. The calculation method corresponds with that of statutory interest. The percentage shall be equal to that of the statutory rate, plus 4 points.

3. In the event of the Principal/Buyer being in default regarding a disputed or undisputed payment, the Contractor/Vendor has the right cancel or suspend any agreements between the parties following proper notification, until such time as payment has been received in full, without prejudice to the right of the Contractor/Vendor to immediate payment for goods still to be delivered and without prejudice to the right of the Contractor/Vendor to collect payment from the Principal/Buyer for subsequent damage.

4. The Contractor/Vendor shall be entitled, also during implementation of an agreement, to demand payment security, and for as long as this requirement is not complied with to the satisfaction of the Contractor/Vendor, to suspend delivery or to suspend/cancel


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the agreement without judicial intervention, without prejudice to the rights of the Contractor/Vendor for compensation for losses incurred resulting from the Principal/Buyer. The purchase price of products already delivered shall in such event immediately become due.

5. In the event of default, the Principal/Buyer shall be held responsible to pay the Contractor/Vendor the principal amount, plus interest and collection charges incurred due to non-‐payment, as well as judicial and extrajudicial costs incurred. Extrajudicial collection costs incurred are payable by the Principal/Buyer in any event where the Contractor/Vendor acquired the assistance of a third party to recover payment. The extrajudicial costs are set at a minimum of 15% of the principal amount, and with a minimum of € 250.00, and without the requirement of burden of proof. The mere fact that the Contractor/Vendor secured the assistance of a third party is considered to be sufficient proof of the stated amount and the obligation to pay these additional costs.

XIII. Derogational clauses In the event of special conditions agreed to for the purchase of certain goods from the Contractor/Vendor, these special conditions shall prevail insofar as they relate to these specific goods and where they are contrary to these General Terms and Conditions, but with the understanding that these General Terms and Conditions shall remain valid for all other aspects. XIV. Intellectual property 1. All drawings, models, records, films, photographs, stamps, other image, sound and data

carriers or other means and designs, including software, whether as a whole or only parts thereof, shall remain the property of the Contractor/Vendor and the exclusivity of its domain. The Principal/Buyer is obliged to refrain from any actions which constitute an infringement of a patent, copyright, trademark or license. Counterfeiting, copying or reproduction in any form whatsoever is prohibited.

2. The Principal/Buyer is obliged to keep all information received from the Contractor/Vendor and knowledge gained or developed during implementation of the transaction confidential.

XV. Warranty 1. If the Contractor/Vendor provides a warranty related to a transaction, the

Contractor/Vendor shall not provide any additional warranty other than that provided by the relevant supplier to the Contractor/Vendor, and under those same conditions.

2. A warranty provided by the Contractor/Vendor shall become null and void under the following conditions: a. Errors that are completely or partially the result of government regulations with

regards to the quality or nature of the materials used or the manufacturing process. b. Changes and/or repairs undertaken by the Principal/Buyer under own initiative or on

his/her behalf during the warranty period.


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c. If the counter party should fail or partially fail to fulfil his/her obligations arising from this agreement or any other agreement related thereto.

XVI. Disputes Any disputes, including also those only considered by one of the parties to be a dispute, that may arise between the Principal/Buyer and the Contractor/Vendor from an offer and/or a purchase agreement, or agreements resulting from that, shall be ruled over by the competent court in Breda, without prejudice to the rights of the Contractor/Vendor through law or treaty to elect the competent court. If a claim is filed at the district court, the parties declare that the Rotterdam District Court shall be considered competent to hear the claim. XVII. Assurance and dissolution Notwithstanding the stipulations contained in the foregoing articles, the Principal/Buyer, if he/she should not be in complete compliance or if he/she should fail to comply with any obligations imposed as a result of this agreement, specifically if the Principal/Buyer should fail to settle an invoiced amount or a part thereof within the specified term, or in the event of bankruptcy, receivership, liquidation or if under management, administration or guardianship, shall be deemed to be legally in default and the Contractor/Vendor shall have the right, without having to serve prior notice, and without requiring judicial intervention, to suspend or terminate the contract or agreement as a whole or a part thereof, at the discretion of the Contractor/Vendor, without the Contractor/Vendor being liable for compensation, and without prejudice to the right of the Contractor/Vendor to claim for compensation resulting from breach and dissolution. In such instance any claim that the Contractor/Vendor shall have against the Principal/Buyer shall become immediately due and payable. XVIII. Nullification If one or more of these Terms and Conditions shall become null and void as a result of legal measures and/or judicial decision, the remainder of these Terms and Conditions shall remain in force. XIX. Applicable law 1. All transactions to which these Terms and Conditions apply, also including transactions

involving foreign countries, and the resulting legal relations of the parties, shall be exclusively governed by Dutch law as it is in force for the Kingdom in Europe.

2. The provisions of the Contracts for the International Sale of Goods (CISG), concluded in Vienna on 11 April 1980, shall only apply insofar as they are not contrary to the provisions of these Terms and Conditions.

3. The parties agree in any event that the place of execution of all of the obligations arising from these Terms and Conditions shall be the seat of the Contractor/Vendor.


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4. The titles of the various provisions contained within these Terms and Conditions are merely intended as a guideline and have no significance on the interpretation of these provisions.

XX. Automatic transfer provision In the event of (partial) transfer and/or modification of the company the Principal/Buyer is obliged to inform his/her successors and/or partners of these Terms and Conditions, failing which he/she shall remain liable towards us for said failure.

XXI. Multiple parties If a transaction is concluded between the Contractor/Vendor and two or more opposing parties, these parties shall be jointly and severally held liable for the complete fulfilment thereof. XXII. Force of law These Terms and Conditions shall remain in effect if the company of the Contractor/Vendor should change with respect to name, legal form or ownership. XXIII. Conversion 1 If any of the clauses contained in these Terms and Conditions that apply to the

Principal/Buyer should be declared invalid, said clause shall be replaced by a valid clause, which shall serve the same purpose where possible. The validity of the remaining provisions contained in these Terms and Conditions shall remain unchanged.

2. If provision IX, paragraph 1, should not be applicable due to circumstances, the following provisions shall take its place: In the event of late, incomplete or non-‐adherence of any nature whatsoever, notwithstanding the provisions contained in Clause VII, the duty of compensation of the Contractor/Vendor shall be considered to have been met when the stipulations of the opposing party are complied with. In the event of the Contractor/Vendor being unable to adhere to this the Contractor/Vendor shall be considered to have satisfied compensation requirements by paying the actual expenses incurred by the Principal/Buyer, up to a maximum of the actual value of the contract amount.

XXIV. Force majeure In the event of force majeure, or any event defined in these Terms and Conditions to be force majeure, the Contractor/Vendor shall be relieved from his/her contractual obligations towards the Principal/Buyer. Force majeure is understood to be any circumstances that can reasonably be considered to obstruct compliance and/or timely fulfilment of transactional obligations, such as fire, strikes or preclusion, war, mobilisation, declaration of a state of war or siege, riots, government measures, whereby adherence becomes prohibited or restricted, non-‐compliance of the supplier of Contractor/ Vendor or non-‐compliance of the conditions agreed by the


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Contractor/Vendor, flood, trade interruption both on the side of the Contractor/Vendor and in companies from which the Contractor/Vendor obtain material or in locations where Contractor/Vendor materials are processed, or any other circumstances that should render normal activities impossible in the Netherlands or in the country of origin and/or hinder transit of commodities and/or material. XXV. Commencement, amendments and location of the Terms and Conditions These General Terms and Conditions were deposited with the Chamber of Commerce in Breda on 10 February 2011 and are effective from that date. The latest deposited version or the version that applies at the time this transaction/agreements was concluded shall apply.

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