The General Terms and Conditions governing the services to be provided by or on behalf of the private limited company Bennink Dunin-Wasowicz B.V.

1.   The relationship between the client and Bennink Dunin-Wasowicz B.V. shall be governed exclusively by the laws of The Netherlands.

2.   Bennink Dunin-Wasowicz B.V. shall only operate as contracting agent vis-à-vis the client. Articles 404 and 407(2) of Book 7 of the Dutch Civil Code shall not be applicable.

3.   Bennink Dunin-Wasowicz B.V. shall be obliged to exercise the due care that, in the given circumstances, may reasonably be expected from it with respect to the services provided by or on its behalf. Achieving the intended result is not guaranteed by Bennink Dunin-Wasowicz B.V. The client has an obligation to cooperate with everything necessary for the proper performance of the assignment. Documents of services provided by or on behalf of Bennink Dunin-Wasowicz B.V. will be kept for five years after the conclusion of the provision of services and will be destroyed thereafter, safe for originals which will be provided to the client if possible.

4.   If required for a proper performance of the assignment, Bennink Dunin-Wasowicz B.V., in carrying out the assignment, may involve persons who are not, whether directly or indirectly, connected with Bennink Dunin-Wasowicz B.V. A shortcoming of such person may be attributed to Bennink Dunin-Wasowicz B.V., provided that the client proves that Bennink Dunin-Wasowicz B.V. did not act with due care when choosing such person.

5.   If and to the extent it is not agreed upon otherwise, work and costs shall be charged in Euros. Advance payments may be asked for work still to be performed. Work already performed may be charged at appropriate intervals. Invoices shall be paid, without any discount or deduction, by having the amount due entered onto the Bennink Dunin-Wasowicz B.V. bank account within the term as referred to in the invoice. Client may be charged for all collecting costs associated with failure to pay in time. The hourly rates of Bennink Dunin-Wasowicz B.V. are adjusted annually in January. The current adjustment percentage can be provided on request.

6.1  A claim in respect of an alleged failure under paragraph 3 on the part of Bennink Dunin-Wasowicz B.V. will not be sustainable if the client fails to protest within sixty (60) days after it has discovered or reasonably could have discovered such failure. In any event, any claim for damages or any other claim in respect of an alleged failure on the part of Bennink Dunin-Wasowicz B.V. shall lapse twelve (12) months after the event from which the damage directly or indirectly resulted and for which Bennink Dunin-Wasowicz B.V. is responsible.

6.2  If the client sustains damage that is a consequence of an event or a series of connected events for which Bennink Dunin-Wasowicz B.V. is liable vis-à-vis the client, the client will be entitled, in total, to compensation which shall not exceed the following:

a. where Bennink Dunin-Wasowicz B.V. has any insurance coverage for such damages, an amount equal to the insurance payment to be received by Bennink Dunin-Wasowicz B.V. plus the amount of the applicable deductible under such insurance;

   b. where Bennink Dunin-Wasowicz B.V. does not have insurance coverage for such damages at all, the amount of accounts billed to the client with a maximum of € 70,000.

   c. the limitation of liability should not apply in cases of willful misconduct, gross negligence or fraud.

6.3 The provisions set forth in the two foregoing paragraphs shall also apply, if the client claims compensation for damages on the grounds of a right taken over or acquired from a third party.

6.4 In the event that one or more third parties should claim from Bennink Dunin-Wasowicz B.V. compensation for damages they sustained in connection with services provided by or on behalf of Bennink Dunin-Wasowicz B.V. to the client, the latter shall indemnify Bennink Dunin-Wasowicz B.V. against such claim or claims and additional costs, insofar as Bennink Dunin-Wasowicz B.V. should have to pay to the third party or parties compensation in excess of the compensation Bennink Dunin-Wasowicz B.V. would have had to pay to the client if the client had claimed compensation from Bennink Dunin-Wasowicz B.V. for the damages sustained by such third party or parties.

6.5 In the event both the client and a third party or third parties should claim compensation for damages from Bennink Dunin-Wasowicz B.V. in connection with services provided to the client by or on behalf of Bennink Dunin-Wasowicz B.V., the damages sustained by the client shall not qualify for compensation insofar as the amount of the claim to be paid to the client would, as such or after having been increased by the amount of the claim to be paid to the third party or parties, be in excess of the maximum amount provided in Article 6.2 under (a) or (b).

7.   The General Terms and Conditions may also be invoked by those natural persons or legal entities that are involved, whether directly or indirectly, in any manner whatsoever for the services provided by or on behalf of Bennink Dunin-Wasowicz B.V.

8.   The General Terms and Conditions shall also be applicable to any supplementary or further assignments from the client.

9.   The District Court of Amsterdam shall have exclusive jurisdiction over any disputes between the client and Bennink Dunin-Wasowicz B.V., on the understanding that Bennink Dunin-Wasowicz B.V. shall continue to have the right to take legal action against the client in a court of law that would have had jurisdiction over disputes between the client and Bennink Dunin-Wasowicz B.V. if the abovementioned forum clause had not been stipulated.

10. The General Terms and Conditions drawn up in the Dutch language shall prevail over the General Terms and Conditions drawn up in the English language or in any other language.