OUR TERMS AND CONDITIONS

Applicability

These terms apply to every offer, quotation and agreement between Solventis (hereinafter: "User") and a client to which User has declared these terms applicable, insofar as these terms have not been expressly and in writing deviated from by parties.

The present terms also apply to agreements with User, for the execution of which User must involve third parties.

Invalidity of provisions

If one or more provisions in these general terms should at any time be wholly or partially null or void, the remainder of these general terms shall remain fully applicable. User and the client shall then consult to agree on new provisions to replace the null or void provisions.

Interpretation of provisions

If uncertainty exists about the interpretation of one or more provisions of these general terms, the interpretation should take place 'in the spirit' of these provisions.

Non-binding nature of quotations

All quotations and offers from User are non-binding, unless a term for acceptance is stated in the quotation. If no acceptance term is stated, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime.

Mistakes

User cannot be held to his quotations or offers if the client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.

Prices

The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be made in the context of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise stated.

Deviating acceptance

If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, User is not bound by it. The agreement is then not concluded according to this deviating acceptance, unless User indicates otherwise.

Best efforts obligation

All work performed by contractor is carried out to the best of his insight and ability in accordance with the requirements of good workmanship. Regarding the intended work, there is a best efforts obligation on the contractor's side, unless expressly determined otherwise.

Working method and personnel

Contractor determines the manner in which and by which employee(s) the assigned work is executed, but takes into account the requirements made known by client as much as possible. If employee(s) are named in the assignment confirmation/engagement letter, contractor will make efforts to ensure that the relevant employee(s) remain(s) available for performing the work during the entire duration of the assignment.

Additional work

Contractor may only perform more work and charge it to client than what the assignment covers if client has given prior permission for this. However, if contractor is obliged to perform additional work by virtue of his (legal) duty of care, he is entitled to charge this to client, even if client has not explicitly given his permission beforehand for performing the additional work.

Involvement of third parties

If client wishes to involve third parties in the execution of the assignment, he will only proceed to do so after reaching agreement with contractor about this, as directly or indirectly involving a third party in the execution of the assignment can have important influence on contractor's possibilities to execute the assignment correctly.

Mutual confidentiality

Both parties are obliged to maintain confidentiality of all confidential information they have obtained from each other or from other sources in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information.

Confidentiality towards third parties

Unless any legal provision, regulation or other (professional) rule obliges him to do so, contractor/the employee(s) deployed by contractor are obliged to maintain confidentiality towards third parties regarding confidential information obtained from client. Client may grant exemption in this regard.

Use of information

Except with written permission from client, contractor is not entitled to use the confidential information made available to him by client for any purpose other than that for which it was obtained. However, an exception is made in case contractor acts for himself in a civil or criminal procedure where this information may be important.

Publication of reports

Unless there is any legal provision, regulation or other rule that obliges client to publish or unless prior written permission has been granted by contractor, client will not disclose the content of reports, advice or other written or unwritten expressions of contractor to third parties.

Contractor's rights

Contractor reserves all intellectual property rights with respect to intellectual products that he uses or has used and/or develops and/or has developed in the context of executing the assignment, and with respect to which he has or can assert copyrights or other intellectual property rights.

Prohibition on reproduction

Client is expressly prohibited from reproducing, disclosing or exploiting those products, including computer programs, system designs, working methods, advice, (model) contracts and software, (electronic) files and other intellectual products of contractor, all in the broadest sense of the word, whether or not with the involvement of third parties.

Reproduction and/or disclosure and/or exploitation is only permitted after obtaining written permission from contractor. In case of interim termination of the assignment, the foregoing applies accordingly.

Rate structure

Parties may agree on a fixed fee when concluding the agreement or if no fixed fee is agreed, the fee will be determined based on actual hours spent and agreed hourly rates.

Rate adjustments

If after the conclusion of the agreement, but before the assignment is fully executed, rate-determining factors such as wages and/or prices undergo a change, contractor is entitled to adjust the previously agreed rate accordingly.

Fee increase

Solventis may increase the fee when during the execution of the work it appears that the originally agreed or expected amount of work or lead time was insufficiently estimated when concluding the agreement, to such an extent that this is not attributable to Solventis. Solventis will then notify the client of the intention to increase the fee or rate.

Payment terms

Payment by client must be made, without deduction, discount or debt setoff within 30 days after the invoice date. Payment must be made in the currency indicated on the invoice, by transfer to a bank account to be designated by contractor.

Late payment

When the payment term is exceeded, client is, after being reminded by contractor at least once to pay within a reasonable term, in default by operation of law. In that case, client owes statutory interest from the date on which the amount owed became due until the time of payment, over the amount owed.

Collection costs

In addition, all collection costs, both judicial and extrajudicial, after client is in default, are at client's expense. If contractor has to take collection measures after the due date, client owes extrajudicial costs.

Security

If client's financial position and/or payment behavior gives reason to do so in contractor's opinion, contractor is entitled to require client to immediately provide (additional) security in a form to be determined by contractor and/or give an advance payment.

Joint and several liability

In case of a jointly given assignment, clients are jointly and severally bound for payment of the full invoice amount, insofar as the work has been performed for the benefit of the joint clients.

Term for complaints

Complaints regarding the work performed and/or the invoice amount must be made known to contractor in writing within 15 business days after the sending date of the documents or information about which client complains, or within 15 business days after discovery of the defect, if client demonstrates that he could not reasonably have discovered the defect earlier.

No suspension of payment obligation

Complaints do not suspend client's payment obligation. Client is in no case entitled to delay or refuse payment of other services delivered by contractor to which the complaint does not relate, based on a complaint regarding a specific service.

Remedy for justified complaint

In case of a justified complaint, client has the choice between:

• Adjustment of the fee charged
• Free improvement or re-performance of the rejected work
• Wholly or partially not (anymore) executing the assignment against proportional restitution of the fee already paid by client

Start of the term

If client owes an advance payment or must provide information and/or materials needed for execution, the term within which the work must be completed does not start earlier than when the payment has been fully received by contractor, respectively the information and/or materials have been fully made available to him.

Guidelines vs. fatal terms

Because the duration of the assignment can be influenced by all kinds of factors, such as the quality of the information provided by client and the cooperation given, the terms within which the work must be completed are only to be considered as fatal terms if this has been expressly agreed in writing.

Termination due to term overrun

The agreement cannot - unless it is established that execution is permanently impossible - be terminated by client due to term overrun, unless contractor also does not execute the agreement or not fully within a reasonable term written notice to him after expiration of the agreed delivery term. Termination is then permitted in accordance with article 265 Book 6 of the Civil Code.

Normal termination

Client and contractor may terminate the agreement at any time (interim) by registered letter with due observance of a notice period of one month unless reasonableness and fairness oppose termination or termination on such a term.

Immediate termination

The agreement may be terminated by either party by registered letter (interim) without observance of a notice period in the case:

• The other party is unable to pay its debts
• A curator, administrator or liquidator has been appointed
• The other party enters into debt restructuring
• For any other reason ceases its activities
• A situation has arisen that justifies immediate termination

Consequences of termination by client

If (interim) termination has been proceeded to by client, contractor has the right to compensation for the occupation loss incurred on his side and made plausible as well as for additional costs that he must reasonably make as a result of the early termination of the agreement, unless there are facts and circumstances underlying the termination that are attributable to contractor.

Consequences of termination by contractor

If (interim) termination has been proceeded to by contractor, client has the right to cooperation from contractor in transferring work to third parties, unless there are facts and circumstances underlying that termination that are attributable to client.

Return of property

Upon termination of the agreement, each of the parties must immediately hand over to that other party all goods, matters and documents in their possession that belong to the other party.

Prohibition on transfer

Client is not permitted to transfer (any obligation from) the agreement to third parties, unless contractor expressly agrees to this. Contractor is entitled to attach conditions to this consent.

Conditions for transfer

Client commits in any case to then impose all relevant (payment) obligations from the agreement in these general terms on the third party. Client remains at all times liable alongside this third party for the obligations from the agreement and the general terms, unless parties explicitly agree otherwise.

Indemnification for contract assignment

In case of contract assignment, client indemnifies contractor regarding all claims from third parties that might arise as a result of non-compliance or incorrect compliance with any obligation by client from the agreement and/or these general terms, unless any mandatory (inter)national law or regulation does not permit such a provision.

Risks of electronic communication

During the execution of the assignment, client and contractor will be able to communicate with each other by means of electronic mail at the request of one of them. Both contractor and client acknowledge that the use of electronic mail involves risks such as - but not limited to - distortion, delay and virus.

No mutual liability

Client and contractor hereby establish that they will not be liable to each other for damage that may arise from one or each of them as a result of the use of electronic mail.

Precautionary measures

Both client and contractor will do or refrain from doing everything that may reasonably be expected from each of them to prevent the occurrence of the aforementioned risks.

In case of doubt about content

In case of doubt regarding the correctness of the mail received by client or contractor, the content of the mail sent by the sender is decisive.

Limitation period of claims

Unless otherwise determined in the agreement, claims and other powers of client from whatever title against contractor lapse in any case after the expiration of one year from the moment when a fact occurs that client can use these rights and/or powers against contractor.

Continuation after termination

The provisions of this agreement, of which it is expressly or tacitly the intention that they also remain in force after termination of this agreement, will thereafter remain in force and continue to bind both parties.

Dutch law

Dutch law applies to all agreements between client and contractor.

Competent court

Regarding all disputes arising from this agreement, the court of the contractor's place of residence is competent, unless another court is mandatorily legally competent by law.