Algemene Voorwaarden Internationaal

GENERAL TERMS AND CONDITIONS

General delivery and payment terms of:

CIRCULARMONSTER,

with its registered office and place of business in Gouda, the Netherlands, filed with the Chamber of Commerce under number 80508731.

Article 1: -DEFINITIONS

(a) name CIRCULARMONSTER , established at Idenburgstraat 6, 2805 SZ Gouda

Hereinafter referred to as CIRCULARMONSTER

b)The counterparty: any (legal) person, who has concluded an agreement with CIRCULARMONSTER or one of its subsidiaries.

Article 2: – GENERAL

a)All offers from and agreements with CIRCULARMONSTER and the execution thereof shall be governed exclusively by the present terms and conditions.

b) Applicability of purchase or other conditions of the other party is expressly rejected.

c)If any provision of these General Terms and Conditions of Delivery and Payment is null and void or is declared null and void, the other provisions of these General Terms and Conditions of Delivery and Payment shall remain in force unchanged. CIRCULARMONSTER and the other party shall then consult each other to agree on new provisions to replace the void or nullified provision. The purpose and meaning of the void or annulled provision must be observed as much as possible.

Article 3: – AGREEMENT

a)Subject to the following provisions, an agreement with CIRCULARMONSTER shall only be concluded after CIRCULARMONSTER has accepted or confirmed an order in writing, whereby the date of confirmation shall be decisive. The order confirmation shall be deemed to reflect the agreement correctly and completely, unless the other party objects to it in writing within a period of three working days.

b)Any additional agreements or modifications made at a later date shall only be binding on CIRCULARMONSTER if confirmed in writing by CIRCULARMONSTER.

c)For transactions for which, according to their nature and scope, no offer or order confirmation is sent, the invoice shall be deemed to reflect the agreement correctly and completely, unless the other party lodges a complaint within 5 working days.

d)Each agreement shall be entered into by CIRCULARMONSTER under the resolutive condition that the other party – exclusively at the discretion of CIRCULARMONSTER – appears to be sufficiently creditworthy for the financial performance of the agreement.

e) CIRCULARMONSTER is at all times entitled to demand full or partial payment from the other party before carrying out any (further) performance.

f) CIRCULARMONSTER is entitled, in the event that it deems this necessary or desirable for the proper execution of the order given to CIRCULARMONSTER, and after consultation with the other party, to engage the services of others for the execution of the agreement, the costs of which shall be passed on to the other party in accordance with the quotations provided.

Article 4: – PRICES AND RATES

a)Unless otherwise stated, the prices and tariffs are those of CIRCULARMONSTER:

The delivery is based on delivery ex works or ex warehouse of CIRCULARMONSTER or ex works or ex warehouse of third parties;

Excluding VAT, import duties, other taxes, levies and duties which are or will be imposed by the government;

-excluding the costs of packaging, loading and unloading, installation, transport and insurance.

b) In the event that the agreement contains periods of time, CIRCULARMONSTER shall be entitled, by means of a written notification to the other party, to adjust the applicable prices and rates for the period of time in question, taking into account a period of at least two months.

c)If the other party does not agree to the adjustment of prices and rates proposed by CIRCULARMONSTER as referred to in this Article 4b and 4c, the other party shall be entitled to terminate the agreement in writing within 5 working days of the notification from CIRCULARMONSTER referred to in this Article by the date on which the price adjustment would have come into effect in the notification from CIRCULARMONSTER, or to cancel the agreement, before the execution of the agreement has commenced.

Article 5: TERMINATION OF AGREEMENT

a)Except for the conditions mentioned in article 15 of these General terms of delivery and payment, the authority to dissolve the agreement shall only accrue to each of the parties if the other party, after a proper written notice of default, which is as detailed as possible and in which a reasonable period is given to remedy the breach, imputably fails to fulfil essential obligations arising from that agreement.

b) If, after an agreement for purchase and sale of equipment, software or other materials has been concluded, the other party wishes to cancel this agreement, 40% of the order price (possibly increased by VAT, import duties, other taxes, levies and duties, which have been or will be imposed by the government) will be charged as cancellation costs, without prejudice to CIRCULARMONSTER’s right to full compensation, including loss of profit.

Article 6: – DELIVERY

a)From the moment of delivery, the purchased goods are at the risk of the other party. Unless otherwise agreed, delivery shall be made ex warehouse of CIRCULARMONSTER Delivery shall be made at the agreed rates.

b) The time of delivery shall be the time when the purchased item is ready for transport.

c) The other party shall be obliged to inspect the delivered goods immediately upon delivery, but in any case within 1 working day, for any shortfalls and/or damage, or to carry out this inspection after

notification from CIRCULARMONSTER that the goods are at the disposal of the other party.

d) CIRCULARMONSTER shall pack the equipment for delivery in accordance with its own standards. In the event that the other party requires a special method of packaging, the additional costs involved shall be borne by it.

e) Any shortfalls and/or damages to the delivered goods and/or the packaging present at the time of delivery shall be stated by the other party on the packing list, in default of which the other party shall be deemed to have approved what has been delivered. In that case complaints in this respect shall no longer be dealt with.

f) CIRCULARMONSTER is entitled to deliver in parts (partial deliveries), which CIRCULARMONSTER is entitled to invoice separately.

g)Indication of the delivery time shall be made to the best of our knowledge and belief on the basis of information known to CIRCULARMONSTER at the time the agreement was entered into. Delivery times shall be observed as far as possible. CIRCULARMONSTER shall not be held in default by a mere exceeding of the (delivery) period. CIRCULARMONSTER shall not be bound by (delivery) times which cannot be met owing to circumstances beyond its control, which arose after the agreement was concluded. CIRCULARMONSTER and the other party shall contact each other as soon as a deadline is likely to be exceeded and, if so desired, confirm this in writing.

h)If the goods have not been accepted by the other party after expiry of the delivery time, they shall be stored at his disposal for a period of two weeks. CIRCULARMONSTER shall be entitled to charge all costs incurred during storage to the other party.

i)When taking delivery of the goods supplied at one of CIRCULARMONSTER’s warehouses, CIRCULARMONSTER may demand valid proof of identity from the other party (or the carrier or third party appointed by the other party) and CIRCULARMONSTER shall not be liable for taking delivery of the goods supplied by unauthorised persons, appointed by the other party.

j)Unless otherwise agreed, the goods supplied shall be delivered without any options or system options and CIRCULARMONSTER does not guarantee in any way the compatibility with other software or equipment or the usability for the purpose intended by the other party.

Article 7: -TRANSPORT AND RISK

a) The method of transport, shipment and packaging shall be determined by CIRCULARMONSTER in good faith, if no further instructions have been given to it by the other party.

b) Any specific wishes of the other party with regard to the transport/shipment shall only be executed if the other party has declared to bear the additional costs thereof.

Article 8: – FORCE MAJEURE

a)Neither party shall be obliged to fulfil any obligation if prevented from doing so by force majeure.

b)Force majeure on the part of CIRCULARMONSTER shall arise if, after entering into the agreement, it is prevented from fulfilling its obligations under the agreement as a result of war, threat of war, civil war, riots, acts of war, fire, water damage, flooding, strikes, sit-down strikes, lockouts, import and export obstructions, government measures, defects to machinery, disruptions in the supply of energy, all this both in the company of CIRCULARMONSTER and at third parties, as well as during storage or transport, whether or not under its control, and furthermore due to all other causes, outside the fault or risk of CIRCULARMONSTER. The risk of CIRCULARMONSTER shall be limited to such hindrance as can be attributed to its own intent or gross negligence.

c)Force majeure on the part of CIRCULARMONSTER shall also be deemed to have occurred in the event of failure by its supplier(s) or any auxiliary persons engaged by CIRCULARMONSTER, even if this failure is attributable to intent or gross negligence on their part or on the part of one or more of them.

d)If due to force majeure the fulfilment by CIRCULARMONSTER is delayed by more than two months, both CIRCULARMONSTER and the other party shall be entitled to regard the agreement as terminated.

CIRCULARMONSTER shall be entitled to claim payment for the services rendered by it in the execution of the agreement before the circumstance causing the force majeure became apparent.

e)The party that considers itself to be in a situation of force majeure shall immediately notify the other party.

Article 9: – INTELLECTUAL PROPERTY AND RELEASE

a)All rights of intellectual or industrial property to all software, equipment or other materials developed or made available under the agreement, such as analyses, designs, documentation, reports, offers, as well as preparatory materials thereof, are vested exclusively in CIRCULARMONSTER. If the other party in any way infringes the intellectual or industrial property rights of CIRCULARMONSTER, the other party shall forfeit in favour of CIRCULARMONSTER an immediately payable fine of EUR 10,000 (in words ten thousand euros) per violation, without any notice of default being required. In addition, the other party shall forfeit in favour of CIRCULARMONSTER an immediately payable fine of EUR 2,000 (in words two thousand euros) for every day that the infringement of CIRCULARMONSTER’s rights continues, without prejudice to CIRCULARMONSTER’s other rights, including the right to full compensation.

b)The other party shall only acquire the rights of use and powers granted to it by agreement or otherwise. For the rest, the other party will not reproduce or make copies of the software or other materials.

c)The other party is aware that the equipment, software and other materials provided contain confidential information and trade secrets of CIRCULARMONSTER or its licensors. The other party undertakes, without prejudice to the provisions of Article 17, to keep this equipment, software and other materials secret, not to make them known to third parties or to give them in use and to use them only for the purpose for which they have been made available to it. Third parties are also understood to mean all persons working in the other party’s organisation who do not necessarily have to use the equipment, software and/or other materials.

d)The other party is not permitted to remove or change any indication concerning copyrights, brands, trade names or other intellectual or industrial property rights from the equipment, software or other materials, including indications concerning the confidential nature and secrecy of the equipment, software and other materials.

e)CIRCULARMONSTER is allowed to take technical measures to protect the software. If CIRCULARMONSTER has secured the software by means of technical protection, the other party is not allowed to remove or evade this security. If the security measures result in the inability of the counterparty to make a back-up copy of the software, CIRCULARMONSTER shall provide the counterparty with a back-up copy of the software at the request of the counterparty.

f)Except in the event that CIRCULARMONSTER makes a back-up copy of the software available to the other party, the other party is entitled to make and/or keep one back-up copy of the software. In these General Terms and Conditions of Delivery and Payment the term back-up copy is understood to mean: a material object on which the software is recorded, solely to replace the original copy of the software in the event of involuntary loss of possession or damage. The back-up copy must be an identical copy and must always bear the same labels and indications as the original copy.

g)If the other party, or a third party on its behalf, develops software or if the other party has the intention to do so and, in connection with the interoperability of the software to be developed and the software made available to it by CIRCULARMONSTER, requires information to achieve this interoperability, the other party shall make a written and specified request to CIRCULARMONSTER for the required information. CIRCULARMONSTER shall then inform the other party within a reasonable period whether and to what extent the requested information can be made available to the other party and on what conditions, including financial conditions and conditions relating to any third parties to be engaged by the other party. In these General Terms and Conditions of Delivery and Payment, interoperability is understood to mean: the ability of software to exchange information with other components of a computer system and/or software and to communicate by means of this information.

h)With due observance of the other provisions of these General Terms and Conditions of Delivery and Payment, the other party shall be entitled to correct errors in the software made available to it, if this is necessary for its intended use ensuing from the nature of the software.

Where these General Terms of Delivery and Payment refer to rights or obligations regarding errors, errors shall be understood to mean failure to comply with the functional specifications made known in writing by CIRCULARMONSTER. An error only exists if it can be demonstrated and reproduced. The other party is obliged to notify CIRCULARMONSTER of errors without delay.

i)The other party guarantees CIRCULARMONSTER at all times that the use of data, equipment, hardware and software and/or anything else provided by the other party will not cause CIRCULARMONSTER to contravene legal requirements or the protective rights of third parties.

j)The other party shall fully indemnify CIRCULARMONSTER against all direct and indirect consequences of claims which third parties may make against CIRCULARMONSTER on the grounds of violation of the guarantee referred to in item i of this article.

k) CIRCULARMONSTER shall indemnify the other party against legal claims based on the allegation that software, equipment or materials developed by CIRCULARMONSTER itself infringe an intellectual or industrial property right applicable in the Netherlands. To this end, the other party shall immediately inform CIRCULARMONSTER in writing of the existence and the contents of the legal claim, failing which CIRCULARMONSTER shall be unable to enforce the aforementioned indemnification.

In addition, the counterparty shall authorise CIRCULARMONSTER to deal with the matter, which shall also include reaching settlements. The counterparty shall then fully inform and keep informed CIRCULARMONSTER and cooperate with CIRCULARMONSTER in defending itself, if necessary in the name of the counterparty, against legal claims. The obligation of CIRCULARMONSTER to indemnify the other party shall lapse if and insofar as the infringement is related to changes made by the other party to the software, equipment or materials or to changes made by the other party to the software, equipment or materials.

l)When it is irrevocably established that the software, equipment or materials developed by CIRCULARMONSTER itself infringe an intellectual or industrial property right belonging to a third party or when, in the opinion of CIRCULARMONSTER, a real chance exists that such an infringement may occur, CIRCULARMONSTER shall take back the delivered goods against crediting, less a reasonable user fee, or ensure that the other party can use the delivered goods or equivalent other software, equipment or materials without interference.

m)Any further or other liability or indemnity obligation of CIRCULARMONSTER due to infringement of intellectual or industrial property of third parties is expressly excluded.

Article 10: GENERAL LIABILITY

a) CIRCULARMONSTER only accepts legal liability and obligations to pay compensation in as far as this is apparent from this Article 10 of the General Terms of Delivery and Payment.

b)The legal liability of CIRCULARMONSTER for attributable failure in the execution of the agreement between CIRCULARMONSTER and the other party shall be limited to compensation of direct damage up to a maximum of the amount of the price agreed in that agreement, excluding VAT. The total compensation for direct damages shall never exceed EUR 2,500,000 (two and a half million euros).

c)Direct damage is understood to mean:

-the costs, within reason, incurred by the other party in order to make the performance of CIRCULARMONSTER conform to the terms of the agreement between CIRCULARMONSTER and the other party;

the costs, within reason, incurred by the other party for keeping the part of the old system operational for a longer period of time, which is replaced or adapted on the basis of the agreement between CIRCULARMONSTER and the other party;

the costs, within reason, that the other party has had to incur to establish the cause and extent of the damage, but only insofar as the establishment relates to direct damage as referred to in these terms and conditions;

the costs, within reason, incurred by the other party to prevent or limit the direct damage, however, only insofar as the other party demonstrates that these costs have actually led to the limitation of the direct damage as referred to in these terms and conditions.

d)The legal liability of CIRCULARMONSTER for damages resulting from death, physical injury and/or material damage shall be limited to an amount of EUR 2,500,000 (in words: two and a half million euros) maximum per event. A series of connected events shall in this sense be regarded as one event.

e) CIRCULARMONSTER does not accept any liability for indirect damages. Indirect damages include, among others: consequential damages, missed savings, lost profits and damages due to business stagnation.

f)Outside the cases mentioned in Article 10b, 10c and 10d, CIRCULARMONSTER shall not be under any obligation or liability to pay damages, regardless of the grounds on which a claim for damages would be based.

g)CIRCULARMONSTER’s liability on account of attributable failure in the execution of the agreement between CIRCULARMONSTER and the contracting party shall arise only if the contracting party gives CIRCULARMONSTER immediate notice of default by registered letter, stipulating a reasonable period for CIRCULARMONSTER to remedy the failure and if CIRCULARMONSTER continues to fail attributably in the fulfilment of its obligations even after the expiry of that period.

h)The condition for the existence of any right to compensation is always that the other party reports the damage, described in detail, to CIRCULARMONSTER by registered letter as soon as possible after the damage has occurred, but at the latest within three working days.

i)The other party shall indemnify CIRCULARMONSTER against all claims by third parties due to product liability as a consequence of a defect in any product or system supplied by the other party to a third party and which consisted or partly consisted of equipment, software or other materials supplied by CIRCULARMONSTER.

j)The other party shall mainly not be entitled to claim compensation on the grounds of alleged attributable failure in the execution of the agreement, for any damage suffered by the other party or third parties as a result of force majeure, disruption to the business of CIRCULARMONSTER failure or delay in delivery, replacement or repair if this was necessary as a result of normal wear and tear of the goods supplied.

k) CIRCULARMONSTER shall never be obliged to pay compensation for damage other than to persons or products and/or services. In no event shall CIRCULARMONSTER be liable for any damages caused by your failure to fulfill your responsibilities, nor for any loss of business, including loss of profits or savings, or other consequential loss, or for any claims by third parties against you, even if CIRCULARMONSTER has been advised of the possibility of such damage, loss or claim.

L) CIRCULARMONSTER stipulates all statutory and contractual defences, which it can invoke to avert its own liability vis-à-vis the customer, also on behalf of its subordinates for whose conduct it would be liable in accordance with the law.

Article 11: RECLAMS

a) CIRCULARMONSTER shall only deal with any complaints if these complaints have reached CIRCULARMONSTER in writing within 5 working days after delivery of the service concerned, accurately stating the nature and grounds for the complaints.

b) Complaints about invoices must also be submitted in writing, within 5 working days after the invoice date.

c)After the expiry of this period, the other party shall be deemed to have approved the goods supplied or the invoice, respectively. In that case CIRCULARMONSTER reserves the right not to handle complaints.

d)If CIRCULARMONSTER finds the complaint well-founded, CIRCULARMONSTER shall only be obliged to render the agreed performance, unless CIRCULARMONSTER prefers to be credited.

e)Only if and insofar as the complaint is found to be justified does this suspend the other party’s payment obligations until such time as the complaint has been settled.

f)Return of the supplied goods may only take place after prior written consent by CIRCULARMONSTER, under conditions to be determined by CIRCULARMONSTER.

Article 12: GUARANTEE

a)Subject to the restrictions set out below, CIRCULARMONSTER shall give such guarantee in respect of products supplied by CIRCULARMONSTER as are offered by the manufacturer of the products concerned. CIRCULARMONSTER is entitled to charge labour and call-out costs.

b Work and costs of repair outside the scope of this guarantee shall be charged by CIRCULARMONSTER in accordance with its usual rates.

c)The guarantee lapses if the other party and / or third parties engaged by it have made inexpert use of the delivered goods.

d)The guarantee also lapses if the other party and/or third parties engaged by it perform work or make changes to the delivered goods.

e)If CIRCULARMONSTER replaces parts in fulfilment of guarantee obligations, the replaced parts shall become the property of CIRCULARMONSTER.

f)Should the other party not, not fully or not timely fulfil any obligation arising from the agreement concluded between the parties, CIRCULARMONSTER shall not be obliged to provide any guarantee as long as this situation persists.

Article 13: PROVISION OF TITLE FOR SALE AND PURCHASE

a)Supplied equipment, software or materials shall remain the property of CIRCULARMONSTER, until the moment when all deliveries and work performed or to be performed by CIRCULARMONSTER pursuant to agreement have been paid for by the other party, including interest and costs.

b)In case the other party:

– is declared bankrupt, cedes its assets, submits a request for suspension of payments, or has all or part of its assets seized, or dies or is placed under guardianship;

has the intention or decides to transfer all or part of its activities abroad, one of the partners resigns, the regulations or articles of association of the other party are amended, or a change occurs in the shareholders, all this if, in the opinion of CIRCULARMONSTER, these circumstances entail a considerable increase in risks;

-before entering into this agreement did not inform CIRCULARMONSTER of any facts or circumstances, the importance of which in the opinion of CIRCULARMONSTER is so great that, had CIRCULARMONSTER been informed, it would not have entered into the agreement or would not have done so in the same way;

-fails to fulfil any obligation incumbent on him under the Act of these conditions;

CIRCULARMONSTER is entitled, by the mere occurrence of one of the circumstances mentioned, to cancel the agreement in part or in full without notice of default or judicial intervention and to reclaim the unpaid portion of the supplied equipment, software or materials.

Cancellation and return, due to circumstances as described in this Article 13b, shall not affect CIRCULARMONSTER’s right to compensation for loss, interest and/or damage. In these cases, any claim made by CIRCULARMONSTER against the other party shall be immediately and fully due and payable.

c)The goods may be resold or used by the other party within the framework of its normal business operations. The other party shall not be permitted to establish (or have established) any right of pledge on the goods nor shall the goods serve as any security for a claim by a third party. In case of resale of goods not (yet) paid for in full, the other party is obliged to make the same reservation of ownership as mentioned in these terms and conditions, as well as to report the resale to CIRCULARMONSTER in writing within five days after the moment of sale, mentioning the location where the equipment is located.

d)CIRCULARMONSTER shall at all times be entitled to remove or have removed the goods supplied on the basis of these terms and conditions from the other party or its holders, if the other party fails to fulfil its obligations. The other party shall provide all necessary cooperation to this end on first demand on penalty of a fine of EUR 5,000 (in words five thousand euros) per day that it is/remains in default.

e)As security for correct payment of all CIRCULARMONSTER claims, on any account whatsoever, CIRCULARMONSTER shall also acquire the right of non-possessory pledge – as a result of the creation of the claim – in respect of all those goods in which the goods supplied by CIRCULARMONSTER have been processed or of which they form a part. As long as one of the claims of CIRCULARMONSTER has not been paid, CIRCULARMONSTER shall also acquire a non-possessory pledge on all claims which the other party might make against any third party in connection with goods supplied by CIRCULARMONSTER. The other party shall be obliged to provide CIRCULARMONSTER on first demand with all relevant information and documentation in this regard on penalty of a fine of EUR 2,500 (in words twenty-five hundred euros) for each day that it fails to do so. The order signed by the other party and the subsequent written acceptance by CIRCULARMONSTER count as a private deed as referred to in the Act.

Article 14: REPAIRS

a)Unless otherwise agreed in writing, all repair work to be carried out by CIRCULARMONSTER shall be carried out at the applicable rate and all replaced parts and/or materials shall become the property of CIRCULARMONSTER. If warranty claims exist, no material costs shall be charged.

b) CIRCULARMONSTER shall be entitled at all times to retain any goods in its possession, under any title whatsoever, from the other party until such time as the other party has paid all that it owes CIRCULARMONSTER, or has provided sufficient security to that end. If CIRCULARMONSTER is forced to exercise this right of retention, CIRCULARMONSTER shall also be entitled to charge the other party for all costs connected with this, including storage costs.

Article 15: PAYMENT

a)All invoices shall be paid by the other party within 14 days from the invoice date. Unless otherwise agreed.

b)All payments made by the other party shall primarily serve to settle any interest and collection costs incurred by CIRCULARMONSTER and subsequently to settle the oldest outstanding invoices.

c)In case the other party:

is declared bankrupt, cedes its assets, submits a request for suspension of payments, or has all or part of its assets seized, or dies or is placed under guardianship;

has the intention or decides to transfer all or part of its activities abroad, one of the partners resigns, the regulations or articles of association of the other party are amended, or a change occurs in the shareholders, all this if, in the opinion of CIRCULARMONSTER, these circumstances entail a considerable increase in risks;

-before entering into this agreement did not inform CIRCULARMONSTER of any facts or circumstances, the importance of which in the opinion of CIRCULARMONSTER is so great that, had CIRCULARMONSTER been informed, it would not have entered into the agreement or would not have done so in the same way;

-fails to fulfil any obligation incumbent on him under the Act of these conditions;

CIRCULARMONSTER fails to pay an invoice amount or a part thereof within the stipulated period; CIRCULARMONSTER shall be entitled, by the mere occurrence of one of the aforementioned circumstances, either to dissolve the agreement, or to demand immediate and full payment of any amount owed by the other party on account of services rendered or goods supplied by CIRCULARMONSTER, without any warning or notice of default being required, all without prejudice to the rights of CIRCULARMONSTER, including the right to claim compensation for costs, damages and interest.

d)If the other party, according to the description in the (purchase) agreement, is understood to mean more than one person, then each of these persons shall be jointly and severally liable for all that which is or shall be due to CIRCULARMONSTER by virtue of this agreement. The remission or discharge of any debts to one of the joint and several co-debtors shall never release the remaining debtors from their obligations.

Article 16: RENT AND COSTS

a)If payment of any amount owed has not been made within the period stipulated for that purpose, the other party shall be in default by operation of law and, without any notice of default being required, shall owe the statutory interest in force on the outstanding amount from the due date of the invoice(s) concerned.

b) If the other party, after notice of default, remains negligent in paying the claim, the claim may be passed on to a third party. In that case, in addition to the principal sum and the statutory interest, the other party shall be obliged to pay all judicial and extrajudicial costs incurred by CIRCULARMONSTER. The legal costs include all actual costs of legal and procedural proceedings.

assistance incurred by or charged to CIRCULARMONSTER, which exceed the liquidation rate.

The extrajudicial collection costs are determined by law.

Article 17: CONFIDENTIAL DATA AND NON-CONFIDENTIALITY

a) CIRCULARMONSTER and the other party explicitly declare that all information of a confidential nature that has become known before, during and after the conclusion of the agreement shall remain confidential. Information is in any case confidential if it has been designated as such by one of the parties. In addition, information is confidential in nature if its confidentiality can be reasonably assumed.

b)During the term of the agreement and for one year after its termination, the other party shall not employ any employees of CIRCULARMONSTER or otherwise have them work for it, either directly or indirectly.

Article 18: HIRE OF EQUIPMENT

§ 1: General

a)The provisions set forth in this Article 18 shall, in addition to the other articles of these General Conditions of Delivery and Payment, apply if and insofar as equipment, software or other materials are rented by CIRCULARMONSTER.

b) CIRCULARMONSTER undertakes to hand over to the other party, for hire, any equipment, software or other materials specified in the lease agreement, and the other party undertakes to accept these items from CIRCULARMONSTER for use.

c)The other party undertakes to pay the agreed rental price and the fees and costs resulting from this agreement and to return the rented object to CIRCULARMONSTER immediately after termination of the rental period, all this in compliance with the provisions set out below.

d)The other party shall pay the rent in full in advance, unless otherwise agreed.

e)At the latest one working day (or, if the rental period is shorter than one week, at least half the rental period) before the expiry of the agreed rental period, the other party shall notify CIRCULARMONSTER in writing as to whether the other party wishes to make use of the option of extension offered in the (re)lease agreement. If CIRCULARMONSTER has not received any notification to this effect from the other party, the rental period shall always be tacitly extended by a period equal to the originally agreed rental period, unless CIRCULARMONSTER makes it known that it wishes to terminate the agreement.

f)If the rental or leasing agreement includes an option to purchase equipment, software or other materials, the other party may only exercise that option if it has completely fulfilled all its obligations arising from that rental or leasing agreement.

g) CIRCULARMONSTER uses a deposit, the amount of which depends on the value of the equipment. This deposit must always be paid in advance.

h) If you are collecting equipment in Groningen, identification is required. A copy will be made of the passport or driving licence.

i)Unless otherwise specified in the contract, rental or sales invoices shall be paid in cash, by telephone transfer or by bank transfer in advance. If a hire contract is extended at a later stage, the subsequent invoice shall be sent and must be paid immediately, unless otherwise agreed.

j) Faults in the equipment, in so far as not caused by you, will be remedied free of charge in the Benelux at best effort, unless a supplementary service contract has been concluded. The rental period shall, to the extent possible, be extended free of charge by the period of time that the equipment has been out of use due to the malfunction. If the faults are not the result of normal use or normal wear and tear, all repair costs will be charged.

§ 2: Cancellation

In the event of cancellation of a rental agreement, 100% of the total agreed rental sum shall be charged to the other party. Transport and installation costs shall then be charged to the other party, insofar as these costs were incurred by CIRCULARMONSTER or charged to CIRCULARMONSTER. Cancellation of the rental agreement must be made in writing at all times.

§ 3: Rental period

a)The lease of the equipment, software or other materials shall be entered into by the parties for an agreed period. This period shall commence on the day of delivery of the equipment, software or other materials by CIRCULARMONSTER and shall end on the agreed expiry date if the equipment, software or other materials have been returned by the other party to CIRCULARMONSTER on the expiry date in good condition. In the event that the equipment, software or other materials have not been returned by CIRCULARMONSTER on the expiry date, the expiry date shall be deemed to have been reached at the time when the other party returns the equipment, software or other materials to CIRCULARMONSTER in full and in good condition.

b)When the equipment, software or other materials are returned to CIRCULARMONSTER within the agreed rental period, the initially agreed rental fees remain due for the entire agreed period.

c)CIRCULARMONSTER reserves the right, in the event of non-payment after the expiry of the agreed rental period, not to extend the rental agreement. CIRCULARMONSTER is not obliged to give reasons in this respect.

4: Making available

a)CIRCULARMONSTER shall ensure that the equipment, software or other materials comply with any existing legal requirements in this regard. The other party is obliged to inform CIRCULARMONSTER immediately of any claims by third parties on the grounds of alleged infringement of intellectual or industrial property rights, so that CIRCULARMONSTER can take all necessary measures to ensure the undisturbed use of the equipment, software or other materials.

§ 5: Installation

a)If agreed in writing, CIRCULARMONSTER will install the equipment or have it installed.

b)In all cases the other party shall provide a suitable installation site with all necessary facilities, such as cabling and telecommunication facilities, before delivery of the equipment. If required, CIRCULARMONSTER will make an offer to the other party concerning the installation of these facilities.

c)The other party shall grant CIRCULARMONSTER access to the installation site during CIRCULARMONSTER’s normal working hours for the purpose of carrying out the necessary work.

§ 6: Risk

a)During the entire rental period, the full risk of the rented equipment, software or other materials is for the account of the other party, irrespective of the event, act or omission that may have caused any damage, therefore also in the event of force majeure on the part of the other party. The other party is obliged to compensate all damage to the leased equipment, software or other materials on the basis of replacement value.

b) During the period(s) of shipment of the leased equipment, software or other materials within the countries of the world, excluding Cuba, North Korea, Myanmar, Iran, Syria and Sudan, CIRCULARMONSTER shall keep them insured against the risk of transport for EUR 500,000 (in words five hundred thousand EURO) as a maximum per event. The excess per claim is EUR 500 (in words five hundred EURO) per incident.

c) During the term of the hire or leasing agreement, CIRCULARMONSTER shall keep the equipment, software or other materials at the location of risk, within Europe, insured against theft with traces of breaking and entering if and insofar as the equipment, software or other materials are located in a secure building for a maximum of EURO 500,000 per event for stay and use at the rental location. The own risk shall amount to EUR 1,000 (in words: one thousand euros) per incident. You must take out your own insurance against fire and water damage. The transport of equipment to trade fairs within Western Europe and the stay of the equipment at trade fairs within Western Europe (provided that the premises are secured) is insured by CIRCULARMONSTER up to a maximum of EUR 500,000 (in words five hundred thousand EURO) per incident during transport to/from, as well as stay and use at trade fairs/exhibitions. The own risk per damage case is EUR 500 (say five hundred euros). In case of theft, you are to report this to the police within 24 hours and send CIRCULARMONSTER a copy of the report immediately.

§ 7: Use

a)During the entire rental period, the other party shall be obliged to use the rented equipment, software or other materials in accordance with their nature and purpose, to maintain them and to secure them against theft and/or damage.

b)The software provided under the rental/lease agreement may be used only on the Central Processor Unit (CPU) provided under the rental/lease agreement on which the leased software is installed. If the leased CPU is defective to such an extent that the leased software can no longer be used on the leased CPU, the leased software may be used – solely for the period during which this defect occurs – on another CPU.

c)The Other Party shall be permitted to make two archive or back-up copies for use on the leased CPU. The other party must take over all copyright and trademark notices on these copies. At the end of the lease/ rental agreement the Other Party must – in the event that no use is made of a purchase option – immediately destroy all copies of the leased software in its possession.

d)During the rental period, any necessary modifications and/or repairs of the leased equipment, software or other materials shall be carried out by or on behalf of CIRCULARMONSTER. The other party may only have any modifications and/or repairs carried out by competent personnel after prior written consent by CIRCULARMONSTER, whereby only original parts may be used.

Only repair costs resulting from normal wear and tear of the leased equipment, software or other materials shall be for the account of CIRCULARMONSTER, consequently all (repair) costs resulting from, inter alia, overloading and/or injudicious use shall be for the account of the other party. Defects in the leased equipment, software or other materials must be reported to CIRCULARMONSTER in writing immediately.

e)During the lease period CIRCULARMONSTER shall be entitled at all times to inspect the condition and the manner of use of the leased equipment, software or other materials. The other party shall, at the first request of CIRCULARMONSTER, grant immediate access to the leased equipment, software or other materials. This also applies to third parties in case of re-renting.

f)It is prohibited for the other party, under penalty of an immediately payable fine of EUR 15,000 (in words fifteen thousand euros), to deprive the leased equipment, software or other materials of their independence by attraction, mixing or in any other way, or to restrict the ownership rights of CIRCULARMONSTER with regard to the leased equipment, software or other materials, without prejudice to the other rights of CIRCULARMONSTER, including the right to full compensation.

8 Return of equipment, software or other materials

a)At the end of the rental period, the other party is obliged to return the rented equipment, software or other materials, during office hours, in its original and cleaned condition, to the warehouse of CIRCULARMONSTER

b) If the rented equipment, software or other materials are not returned in a fully cleaned and/or undamaged condition to CIRCULARMONSTER for any reason whatsoever, the other party shall be obliged to reimburse all costs relating to the necessary cleaning and/or repair of damage to CIRCULARMONSTER. When returning the equipment, software or other materials, the other party shall be entitled to have the condition of the leased equipment, software or other materials determined by an expert, failing which the damage report to be drawn up by CIRCULARMONSTER shall be conclusive. With regard to the defects ascertained by CIRCULARMONSTER and the resulting cleaning and/or repair costs, CIRCULARMONSTER shall have no other burden of proof than the submission of an itemised invoice.

c)During the period required for cleaning and/or repair of damage to the leased equipment, software or other materials, the other party shall owe CIRCULARMONSTER rental fees in accordance with the (re)lease agreement relating to such equipment, software or other materials and the other party shall be obliged to pay CIRCULARMONSTER rental fees in accordance with the original (re)lease agreement.

§ 9: Packaging material

The packaging material supplied with regard to any rental agreement remains the property of CIRCULARMONSTER. In case any packaging material is missing upon return of the rented equipment, software or other materials, CIRCULARMONSTER shall charge the costs of replacement packaging material per article of which the packaging is missing to the other party.

10: Liability

a)CIRCULARMONSTER shall bear no further liability than stipulated in these terms of delivery and payment. Consequently, CIRCULARMONSTER shall in no circumstances be held liable for any visible or invisible, hidden or non-hidden defect. The other party shall not be entitled to refuse to pay the rental sums or to demand the dissolution of the (sales) lease contract and/or compensation for damages on the grounds of alleged shortcomings on the part of CIRCULARMONSTER, except if and insofar as these shortcomings are attributable to wilful intent or gross negligence on the part of CIRCULARMONSTER itself. In particular, CIRCULARMONSTER shall not be liable for any damage suffered by the other party or third parties as a result of force majeure, disruption to the business of CIRCULARMONSTER, failure or delay in the delivery of the leased equipment, software or other materials, or repair thereof, where such repair has been made necessary as a result of normal wear and tear of the leased equipment, software or other materials.

b)CIRCULARMONSTER’s liability shall at all times be limited to the liability of the supplier / manufacturer of the equipment, software or other materials concerned vis-à-vis CIRCULARMONSTER, as is apparent from the General Terms and Conditions of the supplier / manufacturer concerned.

§ 11: Premature termination

a)CIRCULARMONSTER is entitled to terminate the rental agreement with immediate effect and without judicial intervention in the event of/that:

-The non-fulfilment of any obligation of the other party by virtue of the present or any other rental and/or purchase agreement concluded with CIRCULARMONSTER;

(Impending) bankruptcy of the other party or if a suspension of payment has been applied for or obtained, or if property of the other party is seized, or if the other party’s company is shut down or liquidated in whole or in part, or if the other party is placed under guardianship;

-The intention or decision of the other party to transfer all or part of its activities abroad, one or more partners of the other party resigns, or the regulations and/or articles of association of the other party are amended, or a change occurs in the shareholders, all this if these circumstances, in the opinion of CIRCULARMONSTER, result in a considerable increase of risks;

Before entering into the (re)lease agreement, the other party did not inform CIRCULARMONSTER of any facts and/or circumstances, the importance of which, in the opinion of CIRCULARMONSTER, is such that CIRCULARMONSTER, had it been informed, would not have entered into the (re)lease agreement or would not have done so under the same conditions.

b)In the event of the immediate termination of the lease agreement, the other party shall in any case owe CIRCULARMONSTER compensation equal to the sum of the lease terms stipulated in the lease agreement, less what has already been paid by the other party in this respect, increased by rights and costs, all of this without prejudice to CIRCULARMONSTER’s right to claim full compensation from the other party.

c)In the event of immediate termination of the lease agreement, CIRCULARMONSTER shall be entitled to take back immediately the equipment, software or other materials belonging to it. The other party hereby declares that it shall grant CIRCULARMONSTER access to the leased equipment, software or other materials and shall lend its full cooperation to such recovery of equipment or other materials, while all costs incurred and/or to be incurred by or on behalf of CIRCULARMONSTER in connection with such recovery shall be for the account of the other party.

Article 19: SALE OF EQUIPMENT

§ 1: General

The provisions set out in this Article 19 shall, in addition to the other articles of these General Conditions of Delivery and Payment, apply if and insofar as equipment is sold by CIRCULARMONSTER.

§ 2: Installation

a)If agreed in writing, CIRCULARMONSTER will install the equipment or have it installed.

b)In all cases the other party shall provide a suitable installation site with all necessary facilities, such as cabling and telecommunication facilities, before delivery of the equipment. If required, CIRCULARMONSTER will make an offer to the other party concerning the installation of these facilities.

c)The other party shall grant CIRCULARMONSTER access to the installation site during CIRCULARMONSTER’s normal working hours for the purpose of carrying out the necessary work.

3: Return shipments

a)Without prior written consent, CIRCULARMONSTER shall not be obliged to accept returns from the other party.

b) Receipt of return shipments does not in any way imply acknowledgement by CIRCULARMONSTER of the reason given by the other party for the return shipment. The risk of returned goods remains with the other party until they have been credited by CIRCULARMONSTER.

c)CIRCULARMONSTER reserves the right to make a credit note for any products returned less 15% of the price of the products returned, with a minimum of EUR 50 (fifty euros).

4: Acceptance

CIRCULARMONSTER shall make the equipment available to the other party by delivery of the goods, if it has been agreed in writing that installation is to be carried out by CIRCULARMONSTER, by installation of the equipment at the other party’s premises.

The equipment shall be deemed to have been accepted between the parties on the date of delivery or, if installation by CIRCULARMONSTER has been agreed in writing, on the date of installation.

5: Guarantee

a)Guarantee on equipment shall be given by CIRCULARMONSTER in accordance with Article 12 of these General Conditions of Delivery and Payment.

b)Work and costs of repair outside the scope of this guarantee shall be charged by CIRCULARMONSTER in accordance with its usual rates.

6: Supplier’s equipment

If and insofar as CIRCULARMONSTER supplies equipment of third parties to the other party, the terms and conditions of those third parties shall apply with regard to that equipment, provided that CIRCULARMONSTER has notified the other party to that effect in writing, to the exclusion of the provisions deviating therefrom in these Terms and Conditions. The other party shall accept the said terms and conditions of third parties. These terms and conditions are available for inspection by the counterparty at the offices of CIRCULARMONSTER and shall be sent to the counterparty on first request.

7: Software of supplier

If and insofar as CIRCULARMONSTER makes software of third parties available to the other party, the conditions of these third parties shall apply. The other party shall accept the said terms and conditions of third parties.

If and insofar as the aforementioned terms and conditions of third parties in the relationship between the other party and CIRCULARMONSTER are deemed not to apply or are declared inapplicable for any reason whatsoever, the provisions of these terms and conditions shall apply.

Article 20: CONSULTANCY

§ 1: General

The provisions of this article 20 are, in addition to the other articles of these General Terms and Conditions of Delivery and Payment, applicable if and insofar as work is carried out by CIRCULARMONSTER Consultancy.

§ 2: Services

a)CIRCULARMONSTER shall use its best efforts to carry out the consultancy work with due care, where appropriate in accordance with the agreements and procedures recorded in writing with the Customer. An accepted order to perform consultancy work leads to an obligation of effort, not to an obligation to achieve a certain result.

b)If it has been agreed that the consultancy work will take place in phases, CIRCULARMONSTER is entitled to postpone the commencement of the activities belonging to a following phase until the Customer has approved in writing the results of the preceding phase.

c)Only if expressly agreed in writing, is CIRCULARMONSTER obliged to follow timely and responsible instructions given by the Customer when performing the consultancy work. CIRCULARMONSTER is not obliged to follow instructions that change or supplement the content or scope of the agreed consultancy work.

d)If the agreement to perform consultancy work is entered into with a view to performance by a particular person, CIRCULARMONSTER shall always be entitled to replace this person by one or more other persons with the same qualifications.

e)If, at the request of or with the consent of the Customer, CIRCULARMONSTER has carried out any work or made any other performance which falls outside the content or scope of the agreed consultancy work, such work or performance shall be paid for by the Customer to CIRCULARMONSTER in accordance with CIRCULARMONSTER’s customary rates. CIRCULARMONSTER shall never be obliged to comply with such a request and it may require that a separate written agreement be concluded for this purpose. The customer accepts that additional work may influence the agreed or expected time of completion of the work and the mutual responsibilities of the customer and CIRCULARMONSTER. Additional work also exists if a system analysis or a design is extended or changed.

f)The provisions of article 7:408 paragraph 1 of the Civil Code are always excluded.

g)Additional work is never grounds for dissolution or termination of the agreement.

h)Insofar as a fixed price has been agreed for the consultancy activities and the parties intend to conclude a separate agreement with regard to additional activities or performances, CIRCULARMONSTER shall inform the Customer in writing in advance of the financial consequences of these additional activities or performances.

i)Insofar as the consultancy activities of CIRCULARMONSTER consist of providing an education, course or training, CIRCULARMONSTER may always demand payment in this regard before it commences. The consequences of cancellation of participation in an education, course or training shall be charged in full.

j)If in the opinion of CIRCULARMONSTER the number of registrations gives rise to this, CIRCULARMONSTER is entitled to combine the education, course or training with one or more other educations, courses or training, or to have them take place at a later date or time.

k)Premature termination of contract (force majeure). CIRCULARMONSTER shall be entitled to withdraw from the contract, if due to force majeure, being a circumstance not attributable to its fault, a proper execution of the contract is prevented.

l)Installation

a)If agreed in writing, CIRCULARMONSTER will install the equipment or have it installed.

b)In all cases the other party shall provide a suitable installation site with all necessary facilities, such as cabling and telecommunication facilities, before delivery of the equipment. If required, CIRCULARMONSTER will make an offer to the other party concerning the installation of these facilities.

c)The other party shall at all times grant CIRCULARMONSTER access to the place of installation for the execution of the necessary work.

Article 21: APPLICABLE LAW AND DISPUTES

a) All offers from and agreements with CIRCULARMONSTER and the execution thereof shall be governed exclusively by Dutch law.

b)All disputes, including those which are only considered as such by one party, resulting from or related to the agreement to which these terms and conditions apply or the terms and conditions themselves and their interpretation or execution, both of factual and legal nature, shall be decided by the competent court within whose jurisdiction the place of business of CIRCULARMONSTER is situated.

c) CIRCULARMONSTER is nevertheless entitled to have the dispute settled by arbitration, in which case CIRCULARMONSTER shall notify the other party in writing. The other party shall then have the opportunity for a period of one month to decide in favour of settlement by the civil courts.

d)If the dispute is to be settled by arbitration, three arbitrators shall decide as good men in equity. The arbitrators shall be appointed in such a manner that each of the parties appoints one and the third is appointed jointly by the two arbitrators already appointed. The costs of the arbitrators and their fees shall be borne by the parties as determined by the arbitrators. To the extent that the foregoing does not deviate therefrom, the provisions of Book IV of the Code of Civil Procedure shall apply.

e) The present General Terms and Conditions may be amended unilaterally by CIRCULARMONSTER, after which CIRCULARMONSTER shall provide the principal with a copy of the amended General Terms and Conditions.