GENERAL SALES CONDITIONS

of Dytos B.V. (KVK 27375230)

1. Definitions

1.1 In these general terms and conditions (“Terms”), the following definitions shall apply:

• (a) Dytos: The private company Dytos B.V. established in Bleiswijk, as well as its legal successors under general or special title;

• (b) Principal: Any natural or legal person by order of whom Dytos delivers Products and/or performs Services, hereinafter referred to both together and separately as: the ‘Products’, or with whom Dytos enters into an agreement or with whom Dytos is discussing or negotiating the conclusion of an agreement.

2. Applicability

2.1 These conditions are part of all agreements and apply to all (other) actions and legal acts between Dytos and the client, even if those (legal) acts do not lead to, or are not related to, an agreement. The applicability of any general conditions of the client is expressly rejected by Dytos.

3. Offer and acceptance/quotes and indications.

3.1 An offer (or quotation) from Dytos is not binding and only applies as an invitation to place an order by the client.

3.2 An agreement is formed as soon as Dytos accepts an order from the client in writing by means of an order confirmation or by carrying out the order. If Dytos performs any performance on request before full agreement has been reached on the price and payment conditions for that performance, the client must pay Dytos for it in accordance with the rates then in force at Dytos. Insofar as the client accepts an offer by Dytos with deviations of minor importance, these deviations do not form part of the agreement and the agreement is formed in accordance with Dytos’ offer.

3.3 All statements by Dytos are made with care but Dytos cannot guarantee that no deviations will occur. Samples, drawings or models shown or provided are only indications of the relevant Products. Only in serious deviations from the statements of Dytos or from the drawings or models, dissolution can take place.

4. Prices

4.1 All prices of Dytos are expressed in Euros and exclusive of turnover tax, unless otherwise stated. Any change in the factors influencing the price of Dytos, including cost prices, exchange rates and levies or taxes, may be passed on by Dytos to the client. Only if this occurs within three months after acceptance of the order by Dytos and provided that the client is entitled to invoke the grounds for annulment as referred to in Article 6:235 of the Dutch Civil Code, the client is entitled to dissolve the agreement.

5. Payment

5.1 Payment by the client must be made to Dytos, without discount or deduction, within a (strict) period of 14 days after the invoice date. The client is not entitled to setoff unless he is permitted to do so by final judicial decision.

5.2 In the event of reasonable doubt about the client's creditworthiness, Dytos is entitled, before (further) performance, to demand that the client pay in advance or provide adequate security.

5.3 After expiry of the term of payment, the client shall owe interest of 1.5% per month, without further notice of default. At the end of each year, the amount on which the interest is calculated shall be increased by the interest due for that year. If opdrachtgever has not paid in full even after the expiry of a further term of payment, he must pay Dytos all extrajudicial costs.icial and judicial costs, including reasonable costs of legal assistance in or out of court, to vergoeden. If Dytos, for reasons of goodwill or otherwise, grants the client a delay for the performance of any prestitution is given, the new deadline always has a fatal character.

6. Delivery time

6.1 The delivery period stated by Dytos is based on the circumstances applicable to Dytos at the time of the conclusion of the agreement and, insofar as it depends on the performance of third parties, on the information provided by those third parties to Dytos. The delivery and/or performance period will be respected by Dytos as much as possible but is not a deadline.

6.2 Said terms start on the date of the written order confirmation by Dytos. If the client must supply data, the terms start from the date of receipt by Dytos, but not earlier than the date of the written confirmation of order.

6.3 If any term is exceeded, the client will not be entitled to any compensation or damages. Nor is the client in that case entitled to dissolve or terminate the agreement, unless the exceeding of the term is such that the client cannot reasonably be required to maintain (the relevant part of) the agreement. Client shall then be entitled, after notice of default containing a reasonable further term for compliance, to dissolve the agreement by registered letter or to terminate the agreement. to say, however, only to the extent strictly necessary.

7. Force Majeure

7.1 If Dytos cannot fulfill its obligations to the client due to a non-attributable failure (“force majeure”), those obligations will be suspended for the duration of the force majeuret state of force majeure. If the force majeure condition has lasted for three months, both parties shall have the right to enter into the agreement in writing in whole or in part dissolve.

7.2 Force majeure van Dytos is defined as any circumstance beyond the control of Dytos, through which the performance of (the relevant part of) its obligations to the client is prevented, delayed or made uneconomical or through which the performance of these obligations cannot reasonably be required of Dytos. Force majeure should at least include any delay or impediment caused by suppliers and/or other third parties.honorary auxiliaries engaged by or on behalf of Dytos in the performance of its work.

8. Intellectual property

8.1 The intellectual property rights of the Products produced by Dytos for assignmentgever manufactured belong to Dytos unless expressly agreed otherwise in writing. This also applies to Products that build on a design that is subject to intellectual property rights of the Client. Dytos declares that, to its knowledge, the Products do not infringe any third party intellectual property rights applicable in the Netherlands. However, Dytos cannot indemnify the client for any infringement of intellectual property rights of third parties.

8.2 If Dytos manufactures Products or has Products manufactured under specific instructions from the client on the basis of a design that does not originate from Dytos, the client indemnifies Dytos in respect of all infringements relating to (the manufacture and use of) the Products on intellectual property rights of third parties.

8.3 The Client guarantees not to infringe (nor allow or enable third parties to infringe) any intellectual property rights of Dytos, or its suppliers, with respect to the Products, for example by copying, processing or imitating the Products.

9. Advertisement

9.1. All Products delivered by Dytos - therefore regardless of whether it concerns hardware or software - are delivered in the condition in which they are at the completion of the order (‘as is’), i.e. in accordance with the specifications.ies as stated in the order confirmation. Dytos provides no guarantees regarding the functionality of what is delivered in a system - not delivered and/or developed by Dytos - of hardware and/or software of the client or third parties.

9.2. Complaints concerning defects in the delivered goods must be communicated in writing to Dytos within 8 days after these defects could reasonably be observed. The client has no right to claim if he has not fulfilled his obligations under the contract towards Dytos.

9.3. If a timely, correct and well-founded claim is made, Dytos has the choice of repairing the defect or still delivering (new) what was agreed or giving a discount on the price. By fulfilling one of these performances within a reasonable period, Dytos is discharged of its obligations and owes no compensation.

9.4. If the defect is due to faults of third parties, Dytos is never obliged to any further guarantee or liability towards the client than to which Dytos can lay claim towards those third parties.

10. Retention of title

10.1 The goods delivered by Dytos remain the property of Dytos until full payment by the client of the claims of Dytos under this or similar agreements as well as the claims on the client due to attributable failure in the fulfilment of such obligations under the aforementioned agreements, including claims relating to penalties, interest and costs.

10.2 As long as the delivered goods are the property of Dytos, the client is not permitted to change, alienate, or alter them in any way. encumber or in any way give it to a third party for use.

11. Liability and indemnity

11.1 Dytos is never liable for any (in)direct damage suffered by the client or third parties, including any direct or indirect damage.tracking damage.

11.2 The liability of Dytos towards the client is in any case - for whatever reason - per event, where a related series of events counts as one event, limited to the relevant contract sum (excluding VAT) with a maximum of € 10,000.

11.3 The above limitations of liability do not apply in so far as the damage concerned was caused by intent or gross negligence of the Dytos management. Except in the case of gross negligence or intention of the Dytos management, the client will indemnify Dytos for all claims by third parties, for whatever reason, regarding compensation for damage.

12. Dissolution

Dytos is entitled by means of a written statement to (extra)judicially dissolve the agreement - in addition to the cases mentioned in the law - if the client has applied for suspension of payment, is declared bankrupt or ceases its business.

13. Applicable law and competent court

These Conditions, as well as all agreements, are governed by Dutch law. Unless otherwise required by national or international law, all disputes between parties will be submitted to the competent court in Alkmaar. The applicability of the Vienna Sales Convention (C.I.S.G.) is excluded.