GENERAL TERMS AND CONDITIONS

In the general terms and conditions is understood:

Client: the party that gives the assignment. Contractor: the party that executes the assignment and user of this agreement with as

trading name of Solventis, registered with

the Chamber of Commerce under number: 89943953.

Working days: all days with the exception of Saturdays, Sundays, January 1st, Easter Monday, Ascension Day, Whit Monday, 1st and 2nd Christmas Day, the days that are or will be proclaimed by the Government as national holidays and the day on which the birthday of His Majesty King Willem-Alexander is officially celebrated.

Days: all calendar days

Assignment or Agreement: the assignment agreement on the basis of which Contractor commits to Client against payment of fees and costs to perform work for Client. The provisions in articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code do not apply.

GENERAL

These conditions apply to every offer, quotation and agreement between Solventis hereinafter referred to as: “User”, and a Client to whom User has declared these conditions applicable, insofar as parties have not expressly and in writing deviated from these conditions.
The present conditions also apply to agreements with User, for the execution of which User must involve third parties.
The applicability of any purchasing or other conditions of Client is expressly rejected.
If one or more provisions in these general terms and conditions should be null and void or annulled in whole or in part at any time, then the rest of what is stipulated in these general terms and conditions remains fully applicable. User and Client shall then consult with each other in order to agree on new provisions to replace the null and void or annulled provisions, whereby as much as possible the purpose and purport of the original provisions is observed.
If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, then the interpretation should take place ‘in the spirit' of these provisions.
If a situation arises between parties that is not regulated in these general terms and conditions, then this situation should be assessed in the spirit of these general terms and conditions.
If User does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that User would lose the right to any extent to require strict compliance with the provisions of these conditions in other cases.

1 – QUOTATIONS

All quotations and offers from User are without obligation, unless a term for acceptance has been set in the quotation. If no acceptance term has been set, no right 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.
User cannot be held to his quotations or offers if Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or clerical error.
The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administrative costs, unless otherwise indicated.
If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, then User is not bound by this. The agreement is then not concluded in accordance with this deviating acceptance, unless User indicates otherwise.
A composite price quotation does not oblige User to perform part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

2 – CONCLUSION OF THE AGREEMENT

2.1 The Agreement is formed by these general terms and conditions together with the assignment confirmation and comes into effect at the moment that the assignment confirmation has been received back digitally by Contractor and/or the assignment confirmation signed by Contractor and Client has been received back by Contractor. As long as the assignment confirmation has not been received back, Contractor reserves the right to deploy her (personnel) capacity elsewhere. The assignment confirmation is based on the information provided by Client to Contractor at that time. The assignment confirmation is deemed to correctly and completely reflect the Agreement.

2.2 The Agreement replaces and supersedes all previous proposals, correspondence, agreements or other communication, whether written or oral.

2.3 The Agreement is concluded for an indefinite period, unless it follows from the content, nature or purport of the Assignment granted that it has been concluded for a definite period.

2.4 Every agreement concluded between Client and Contractor is fully binding for both parties, unless Contractor gives Client motivated written notice within 12 days after conclusion of the agreement that he terminates the agreement.

3 – COOPERATION BY THE CLIENT

3.1 Client must ensure that all data and documents that contractor deems necessary according to his judgment for the correct and timely execution of the Assignment granted, are made available to Contractor in a timely manner and in the form and manner desired by Contractor.

3.2 Client must ensure that Contractor is immediately informed of facts and circumstances that may be important in connection with the correct execution of the assignment.

3.3 Unless the nature of the Assignment indicates otherwise, Client is responsible for the accuracy, completeness and reliability of the data and documents made available to Contractor, even if these originate from or via third parties.

3.4 Client must ensure that Contractor is provided with office space and other facilities that in the opinion of Contractor are necessary or useful to execute the agreement and that meet all (legal) requirements to be imposed on them. This includes, among other things, the use of computer, telephone and fax facilities. With regard to provided (computer) facilities, Client is obliged to ensure continuity, among other things through adequate backup, security and virus control procedures.

3.5 Unless the nature of the Assignment indicates otherwise, Client will deploy or have deployed the personnel deemed necessary by Contractor to enable Contractor to perform the work. If specific personnel is necessary, this will be agreed upon and recorded in the assignment confirmation. Client must ensure that his personnel has the right skills and experience to be able to perform the work.

3.6 The additional costs and additional fees arising from the delay in the execution of the Assignment, caused by not, not timely or not properly making available the requested data, documents, facilities and/or personnel, are for the account of Client.

4 – EXECUTION OF THE ASSIGNMENT

4.1 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 part of Contractor, unless expressly stipulated otherwise.

4.2 Contractor determines the manner in which and by which employee(s) the Assignment granted is executed, but takes into account the requirements made known by Client as much as possible. If employee(s) are mentioned by name 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. Notwithstanding the foregoing, Contractor has the right to replace such employees after consultation with Client.

4.3 Contractor can first perform more work and charge Client for it than what the Assignment was granted for, if Client has given prior permission for this. However, if Contractor is obliged by virtue of his (legal) duty of care to perform additional work, he is entitled to charge this to Client, even if Client has not explicitly given his permission in advance for performing the additional work.

4.4 If Client wishes to involve third parties in the execution of the Assignment, he shall only proceed to do so after having reached agreement with Contractor about this, since the direct or indirect involvement of a third party in the execution of the Assignment may have important influence on the possibilities of Contractor to execute the Assignment correctly. The provision in the previous sentence applies correspondingly to Contractor.

4.5 Contractor maintains a work file regarding the Assignment containing copies of relevant documents, which is the property of Contractor.

5 – CONFIDENTIALITY

5.1 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.

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

5.3 Except with written consent of Client, Contractor is not entitled to use the confidential information made available to her by Client for a purpose other than that for which it was obtained. However, an exception is made to this in case Contractor acts for herself in a civil or criminal procedure in which this information may be relevant.

5.4 Unless there is any legal provision, regulation or other rule that obliges Client to disclosure or written consent has been given in advance by Contractor for this purpose, Client shall not disclose the content of reports, advice or other written or unwritten expressions of Contractor to third parties.

5.5 Contractor and Client shall impose their obligations under this article on third parties they engage.

5.6 As not being deemed in conflict with the provisions of articles 5.2 and 5.3, Contractor is entitled to mention in general terms the work performed to (potential) clients of Contractor and only to indicate the experience of Contractor.

6 – INTELLECTUAL PROPERTY

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

6.2 It is expressly forbidden for Client to reproduce, disclose or exploit those products, including computer programs, system designs, working methods, advice, (model) contracts and software, (electronic) files and other mental 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 consent from Contractor. Client has the right to reproduce the written documents for use within his own organization, insofar as appropriate within the purpose of the Assignment. In case of interim termination of the Assignment, the foregoing applies correspondingly.

7 – FEE

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

7.2 If after the conclusion of the Agreement, but before the Assignment has been completely executed, rate-determining factors such as wages and/or prices undergo a change, Contractor is entitled to adjust the previously agreed rate accordingly.

7.3 Solventis may increase the fee when during the execution of the agreed work it appears that the originally agreed or expected amount of work or lead time was underestimated to such an extent when concluding the agreement, and this is not attributable to Solventis, that Solventis may be expected to perform the agreed work against the originally agreed fee. Solventis will inform the client of the intention to increase the fee or rate in that case. Solventis will thereby mention the extent of and the date on which the increase will take effect.

7.4 The fee of Contractor is exclusive of travel costs and expenses of Contractor and exclusive of declarations of third parties engaged by Contractor.

7.5 All rates are exclusive of turnover tax and other levies that are or may be imposed by the government.

8 – PAYMENT

8.1 Payment by Client must be made, without deduction, discount or debt settlement within 30 days after invoice date. Payment must be made in the currency indicated on the invoice, by transfer to a bank account to be designated by Contractor. Objections against the amount of the submitted invoices do not suspend Client's payment obligation.

8.2 If the term mentioned under 8.1 is exceeded, Client is, after being reminded by Contractor at least once to pay within a reasonable term, legally in default. In that case, Client owes statutory interest on the amount owed from the date on which the amount due became claimable until the time of payment. In addition, all collection costs, after Client is in default, both judicial and extrajudicial, are at the expense of Client. If Contractor must take collection measures after the due date, Client owes extrajudicial costs.

8.3 If the financial position and/or payment behavior of Client in the opinion of Contractor gives reason to do so, Contractor is entitled to require from Client that he immediately provides (additional) security in a form to be determined by Contractor and/or gives an advance payment. If Client fails to provide the required security, Contractor is entitled, without prejudice to his other rights, to immediately suspend further execution of the Assignment and everything that Client owes to Contractor for whatever reason is directly claimable.

8.4 In case of a jointly given Assignment, Clients are jointly and severally liable for payment of the full invoice amount, insofar as the work has been performed for the benefit of the joint Clients.

9 – COMPLAINTS

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

9.2 Complaints as referred to in the first paragraph do not suspend Client's payment obligation. Client is in no case entitled on the basis of a complaint regarding a particular service to delay or refuse payment of other delivered services of Contractor to which the complaint does not relate.

9.3 In case of a justified complaint, Client has the choice between adjustment of the charged fee, free improvement or re-performance of the disapproved work or complete or partial non-(further) execution of the Assignment against restitution proportionally of the fee already paid by Client.

10 – DELIVERY TERM

10.1 If Client owes an advance payment or must make available information and/or materials needed for execution, then the term within which the work must be completed does not start earlier than the payment has been completely received by Contractor, respectively the information and/or materials have been completely made available to her.

10.2 Because the duration of the Assignment can be influenced by all kinds of factors, such as the quality of the information that Client provides and the cooperation that is 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.

10.3 The Agreement cannot – unless it is established that execution is permanently impossible – be terminated by Client due to delay, unless Contractor does not execute the Agreement or does not execute it completely within a reasonable term communicated to her in writing after expiry of the agreed delivery term. Termination is then permitted in accordance with article 265 Book 6 of the Civil Code.

11 – TERMINATION

11.1 Client and Contractor may terminate the Agreement at any time (interim) by registered letter, observing a notice period of one month, unless reasonableness and fairness oppose termination or termination on such a term.

11.2 The Agreement may be terminated by either party by registered letter (interim) without observing a notice period in case the other party is unable to meet its debts or if a curator, administrator or liquidator has been appointed, the other party meets a debt restructuring, or for any other reason ceases its activities or if the other party reasonably considers the occurrence of one of the above-mentioned circumstances with one party likely or if a situation has arisen that justifies immediate termination in the interest of the terminating party.

11.3 If (interim) termination has been proceeded to by Client, Contractor is entitled to compensation for the occupancy loss incurred on her side and reasonably demonstrable as well as additional costs that she must reasonably incur as a result of the early termination of the Agreement (such as among others costs regarding subcontracting), unless there are facts and circumstances underlying the termination that are attributable to Contractor.

If (interim) termination has been proceeded to by Contractor, Client is entitled to cooperation from Contractor in transferring work to third parties, unless there are facts and circumstances underlying that termination that are attributable to Client. Contractor retains in all cases of (interim) termination the right to payment of the declarations for work performed by her up to that point, whereby the preliminary results of the work performed up to that point will be made available to Client under reservation. Insofar as the transfer of the work involves extra costs for Contractor, these will be charged to Client.

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

12 – LIABILITY

12.1 Contractor will perform her work to the best of her ability and thereby observe the care that can be expected from Contractor. If a mistake is made because Client has provided incorrect or incomplete information to Contractor, Contractor is not liable for the damage thereby arising. If Client proves that she has suffered damage due to a mistake by Contractor that would have been avoided by careful action, the liability for contractor is limited to a maximum of twice the declaration amount, at least that part of the assignment to which the liability relates, at least to a maximum of €25,000,-

12.2 Direct damage is exclusively understood to mean:

– the reasonable costs for establishing the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these conditions;

– any reasonable costs incurred to make Contractor's defective performance comply with the agreement, insofar as these can be attributed to Contractor;

-reasonable costs incurred to prevent or limit damage, insofar as Client proves that these costs have led to limitation of direct damage as referred to in these general terms and conditions.

12.3 Contractor is never liable for indirect damage, including consequential damage, lost profit, missed savings, damage due to business stagnation, costs arising from conviction to legal costs, interest and/or delay damage, damage as a result of providing defective cooperation and/or information from Client, and/or damage due to non-binding information or advice given by Contractor of which the content does not expressly form part of the written agreement.

12.4 Client indemnifies Contractor against claims from third parties for damage caused by Client providing incorrect or incomplete information to Contractor, unless Client proves that the damage is not related to blameworthy action or omission attributable to her or is caused by intent or gross negligence equivalent thereto by Contractor and unless any mandatory (inter)national law or regulation does not allow such a provision.

12.5 The liability limitation laid down in paragraph 1 of this article is also stipulated for the benefit of third parties engaged by Contractor for the execution of the Assignment.

12.6 Contractor is not liable for damage or loss of documents during transport or during shipment by post, regardless of whether the transport or shipment is done by or on behalf of client, contractor or third parties.

13 – CONTRACT ASSIGNMENT

13.1 It is not permitted for Client to transfer (any obligation from) the Agreement to third parties, unless Contractor expressly agrees with this. Contractor is entitled to attach conditions to this consent. Client commits in any case to then impose all relevant (payment) obligations from the Agreement in these general terms and conditions on the third party. Client remains at all times liable alongside this third party for the obligations from the Agreement and the General Terms and Conditions, unless parties explicitly agree otherwise.

13.2 In case of contract assignment, Client indemnifies Contractor regarding all claims from third parties that might arise as a result of non or incorrect fulfillment of any obligation by Client from the Agreement and/or these general terms and conditions, unless any mandatory (inter)national law or regulation does not allow such a provision.

14 – INTERNET USE

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. Client and Contractor hereby establish that they will not be liable to each other for damage that might arise from one or each of them as a result of the use of electronic mail. Both Client and Contractor will do or omit everything that may reasonably be expected from each of them to prevent the occurrence of the aforementioned risks. In case of doubt regarding the correctness of mail received by Client or Contractor, the content of the mail sent by the sender is decisive.

15 – LIMITATION PERIOD

Unless otherwise stipulated in the Agreement, claim rights and other powers of Client for whatever reason against Contractor lapse in any case after the expiry of one year from the moment when a fact occurs that Client can use these rights and/or powers against Contractor.

16 – CONTINUING EFFECT

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.

17 – APPLICABLE LAW AND CHOICE OF FORUM

17.1 Dutch law applies to all Agreements between Client and Contractor.

17.2 Regarding all disputes arising from this agreement, the court of the place of residence of the contractor is competent, unless on the basis of the law another court is mandatorily legally competent.