GENERAL CONDITIONS OF SEARIOUS BUSINESS

Article 1 - Definitions

In these general conditions the following definitions apply:

Customer: any party to which SB supplies goods and/or for which it performs or has agreed to perform services, and any party that has given SB an instruction of another nature; 

SB: Searious Business and/or its affiliated companies; 

Agreement: all agreements between SB and the Customer relating to the purchase of goods and/or services by the Customer from SB, and any other instruction given by the Customer to SB, as well as any legal or other acts in connection with this.  

Article 2 - Applicability

1. These general conditions apply to all offers and quotations of SB and to the Agreement. 

2. SB may amend these general conditions and shall inform the Customer of this in writing.

3. Any general conditions of the Customer are expressly excluded from applicability.

4. If the substance of the Agreement deviates from the substance of these general conditions, the substance of the Agreement will prevail.

Article 3 - Offer; formation of the Agreement

1. Quotations and price offers are always without any obligation and may be subject to cancellation or modification at any time. 

2. An Agreement between SB and the Customer is considered to be concluded if SB has expressly accepted an order or instruction from the Customer in writing or has begun fulfilling that order or instruction.  

Article 4 - Obligations of the Customer

1. The Customer has a duty to cooperate with SB and to ensure the timely supply of any information, which is or may be necessary for the performance of the Agreement.

2. The Customer is responsible for ensuring that any information supplied is accurate, complete and reliable (even if this information has been provided by or through another party). SB may at all times legitimately rely on the information provided by the Customer.

3. The Customer shall ensure that its employees who are involved in the performance of the Agreement are sufficiently available and deployable, and have sufficient skills and experience. If the Customer cannot provide the necessary staff, the Customer shall provide additional employees or other skilled employees, unless otherwise agreed by both parties.

Article 5 - Delivery of goods; performance of services

1. Delivery terms and times quoted or agreed will not be considered to be a final deadline.

2. SB shall perform the Agreement to the best of its ability, with due observance of the Customer's legitimate interests, but does not guarantee the achievement of any result that is envisaged. 

3. If, for any reason, the Customer fails to accept delivery or timely delivery of goods offered for delivery in accordance with the Agreement, all costs incurred by SB in connection with the offer and any additional costs of transport, custody and storage will be for the Customer's account. The risk will also pass at the moment when SB offers the goods for delivery in accordance with the Agreement and the Customer fails to accept delivery for any reason. 

Article 6 - Prices and payment

1. Agreed prices are exclusive of VAT and other government levies.

2. All invoices of SB must be paid within 14 days of the invoice date, without any reduction or set-off.

3. The Customer shall pay all judicial and extrajudicial costs that SB may incur due to the fact that the Customer fails to fulfill its obligations properly and on time.

4. In the event of late payment, the Customer will be in default by operation of law and will be required to pay statutory interest (within the meaning of Article 6:119a of the Dutch Civil Code) with effect as from the invoice date.

5. The Customer has no right of suspension of any of its payment obligations.

6. Unless otherwise agreed, the Customer shall pay 50% of the Agreement as a down payment. The remaining amount must be paid in accordance with the deadline set out in article 6.2 after the final invoice has been sent.

7. Down payments will not be refunded unless article 11.2 applies.

Article 7 - Complaints

1. The Customer shall inspect the goods immediately after delivery and shall verify whether the services have been provided in a satisfactory manner. Any complaint of the Customer regarding incorrect or incomplete fulfillment of an order must be submitted to SB in writing within eight days of the date on which the goods were or should have been delivered or the services were or should have been provided. If the complaint is not submitted to SB within this period, the Customer will no longer have any claim against SB regarding incorrect or incomplete fulfillment of an order.

2. The Customer shall include a clear and accurate description of the Complaint. Lodging a complaint does not relieve the Customer from its payment obligation.

3. If SB considers a complaint to be well founded, it may, at its discretion, either repair or replace the delivered goods or rendered services, or credit the purchase price paid by the Customer in connection with the delivered goods or supplied services (and take back the delivered goods). 

Article 8 - Liability for damage

1. SB will not be liable for any damage suffered on the part of the Customer, unless the damage results from intent or willful recklessness exclusively on the part of SB's management staff.

2. The Customer shall report the damage it has incurred to SB in writing as soon as possible, but in any case within eight days after the damage was caused or became known. Any damage not reported within this period is not eligible for compensation. All legal claims of the Customer against SB will in any event expire after one year, from the date on which the relevant obligation fell due under the order or on which the event occurred that caused the damage.

3. The Customer shall indemnify SB against all claims of third parties on any basis whatsoever in connection with goods delivered by SB to the Customer or in connection with services rendered by SB to the Customer, unless and insofar as the Customer demonstrates that the claim of a third party is in no way related to any circumstance that falls within the Customer's scope of risk.

Article 9 - Intellectual property

1. All intellectual property rights in respect of the goods and services will vest in SB. Without SB's prior permission in writing, the Customer shall not reproduce, publish or imitate the goods in whole or in part.

2. The Agreement does not contain any assignment of any intellectual property rights as part of the delivery of the goods to the Customer or the services rendered to the Customer and the related documents. 

Article 10 - Confidentiality

1. All information originating from SB which the Customer can reasonably assume to be confidential may not be disclosed. This obligation also applies after termination of the Agreement. The Customer shall impose the same obligation on its employees or third parties that it has engaged in the performance of the Agreement. 

2. SB shall take precautions to protect the confidential information of the Customer. SB shall only use this information in the context of its services to the Customer. The Customer authorizes SB to process and use the Customer's personal data.

3. The confidentiality obligation referred to in clause 11.1 does not apply to information, which must be disclosed by the Customer pursuant to the law, any provision or regulation of a body approved by the government, or a binding and final decision of a court or other public authority. 

Article 11 - Cancellation before commencement of the service

1. The Customer may cancel the Agreement until four weeks before the start of the service. If the Customer cancels at a later date, it shall pay 100% of the agreed price.

2. SB may cancel the Agreement within a reasonable period before the start of the services. SB will only cancel the Agreement if SB concludes that performance of the Agreement is no longer reasonably possible.

Article 12 - Duration and termination of the Agreement

1. The Agreement will end as soon as the agreed services have been provided, unless the Agreement is terminated earlier in accordance with the Agreement.

2. SB may immediately terminate the Agreement by written notice in the event that: 

   a. the Customer applies for or is granted a suspension of payments, or applies for bankruptcy or is declared bankrupt;

   b. the Customer is dissolved, ceases to exist as a result of a merger, or discontinues its business in any other way.

3. The Customer may terminate the Agreement early by giving three months' prior notice. In that case, the Customer shall owe the full agreed price after a deduction of SB's savings resulting from the early termination of the Agreement.

4. In the case of termination of the Agreement, the Customer shall return to SB all documentation provided by SB, including reports, advice, designs, drafts and drawings.

Article 13 - Suspension; rescission

1. SB may, by written notice to that effect, immediately suspend all or part of the performance of the Agreement or rescind all or part of the Agreement, without any court intervention and without SB having to pay any compensation, in the event that:

   -         the Customer fails to fulfill any of its obligations under the Agreement and/or these general conditions;

   -         the Customer applies for or is granted a suspension of payments, or applies for bankruptcy or is declared bankrupt;

   -         the Customer is placed under legal guardianship or administration;

   -         the Customer's business is sold or discontinued;

   -         permits which are required for the performance of the Agreement are revoked; or

   -         an attachment is levied on a significant part of the Customer's operating assets.

2. All current or future claims of SB against the Customer in the situations mentioned in article 13.1, will be immediately due and payable in full.

3. If the Agreement is rescinded, the Customer shall return to SB all documentation provided by SB, including reports, advice, designs, drafts and drawings.

Article 14 - Assignment; outsourcing

1. The Customer may not assign any of its rights and obligations under the Agreement, or contract out the performance of the Agreement to third parties without the prior written permission of SB.

2. SB may engage persons who are not associated with SB if this is necessary for the performance of the Agreement. The Customer is bound to the terms that SB and these persons have agreed. SB is not liable for damage or loss caused by acts or omissions of these persons engaged by it.  

Article 15 - Invalidity of one or more provisions

1. The invalidity of any provision of the Agreement and/or these general conditions will not affect the validity of the other provisions of the Agreement and/or these general conditions.  

2. If and to the extent that any provision of the Agreement and/or these general conditions is invalid, or is unacceptable in the given circumstances according to the criteria of reasonableness and fairness, a provision will apply between the parties, which is acceptable considering all the circumstances.

Article 16 - Governing law and jurisdiction

1. The legal relationship between SB and the Customer is governed exclusively by Dutch law.

2. In the case of a dispute between the Customer and SB, the parties shall first make an effort to resolve the dispute by mutual consultation. If the dispute leads to a court proceedings, the dispute shall be settled by the Oost-Brabant District Court, location Eindhoven.

Article 17 - Final provision

The Dutch text of these general conditions constitutes the sole authentic text. In the event of any discrepancy between the Dutch text and a translation into a foreign language, the Dutch text will prevail.