TERMS AND CONDITIONS

General terms and conditions of supply and payment of:

INFRADAX B.V.,

with its registered office and principal place of business in Amersfoort, the Netherlands, filed with the Chamber of Commerce and Industry for Gooi- en Eemland in Amersfoort, the Netherlands, under number 30178100.

Article 1: ·DEFINITIONS

a) name INFRADAX B.V., established at Basicweg 12A, 3821 BR Amersfoort, the Netherlands.

Hereinafter referred to as INFRADAX

b) The other party: each natural person or legal entity with whom INFRADAX or one of its subsidiary companies has concluded an agreement.

Article 2: ·GENERAL

a) All offers from and agreements with INFRADAX and the performance thereof are exclusively governed by the present terms and conditions.
b) The applicability of purchase or other terms and condition of the other party is expressly rejected.
c) If any provision of these General terms and conditions of supply and payment is void or declared void the other provisions of these General terms and conditions of supply and payment will remain in full effect and unchanged. INFRADAX and the other party will in that case include new provisions for the replacement of the void provision or the provision that is declared void in mutual consultation. The objective and the effect of the void provision or the provision that is declared void will be observed as far as possible in doing so.

Article 3: ·AGREEMENT

a) With the exception of situations as set out hereinafter, an agreement with INFRADAX only comes into effect after INFRADAX has accepted or confirmed an assignment in writing, whereby the date of the confirmation is the determining factor. The confirmation of the assignment is deemed to represent the agreement correctly and completely, except for when the other party objects thereto in writing within three working days.
b) Any additional arrangements or amendments subsequently made will only bind INFRADAX if these have been confirmed in writing by INFRADAX.
c) For transactions for which by their nature and extent no written offer or confirmation of the assignment is sent, the invoice is deemed to represent the agreement correctly and completely, unless a complaint is submitted by the other party within 5 working days.
d) Each agreement is entered into on the part of INFRADAX subject to the resolutive condition that the other party – exclusively at the assessment of INFRADAX – appears to have sufficient creditworthiness for the financial performance of the agreement.
e) INFRADAX is at all times entitled to require payment, in full or in part, from the other party prior to (further) provision of performance.
f) INFRADAX is entitled, if INFRADAX deems this necessary or desirable for the correct execution of the assignment provided to INFRADAX, and after consultation with the other party, to engage other parties for the performance of the agreement, the costs of which will be charged on to the other party in conformity with the price quotes provided.

Article 4: ·PRICES AND RATES

a) Unless stated otherwise the prices and rates of INFRADAX are:

based on delivery ex works or ex warehouse of INFRADAX, 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 authorities;
excluding the costs of packaging, loading and unloading, installation, transport and insurance.

b) In the event that the agreement stipulates instalments that are periodically payable, INFRADAX will be entitled to, by means of written notice to the other party, adjust the prices and rates of the periodically payable instalments, with due regard to a period of at least two months.
c) If the other party does not agree to the adjustment of the prices and rates proposed by INFRADAX, as referred to in this article 4b and 4c, the other party will be entitled, within 5 working days after the notice from INFRADAX referred to in this article, to cancel the agreement in writing with effect from the date stated in the notice from INFRADAX on which the price adjustment would have come into effect, or as the case may be, prior to the implementation thereof has commenced.

Article 5: TERMINATION OF THE AGREEMENT

a) With the exception of the conditions referred to in article 15 of these General terms and conditions of supply and payment, the entitlement to termination of the agreement only accrues to each of the parties if the other Party, after proper written notice of default, which is as detailed as possible and whereby a reasonable period will be set out for the remedy of the failure, attributably fails in the fulfilment of the material obligations ensuing from that agreement.
b) If the other party, after an agreement for the purchase and sale of equipment, software, or other materials has come into effect, wishes to cancel this, 40% of the order price (possibly increased by VAT, import duties, other taxes, levies and duties, which are or will be imposed by authorities) will be charged as cancellation charges, without prejudice to the right of INFRADAX to compensation in full, including lost profit.

Article 6: ·DELIVERY

a) From the time of delivery the purchase will be at the risk of the other party. Unless agreed otherwise the delivery takes place ex warehouse of INFRADAX. Delivery takes place at the agreed rates.
b) The time when the purchase is ready for transport applies as the time of delivery.
c) The other party is obliged to inspect the delivery immediately at the time of delivery, but in any event within 1 working day, for any shortfall and/or damage, or as the case may be to execute this inspection after notification on the part of INFRADAX that the goods are available for the other party.
d) INFRADAX will package the equipment for delivery in accordance with the criteria applicable at the company. In the event that the other party requires special packaging the additional costs attached thereto will be at the expense of the other party.
e) Any shortfall and/or damage of/to the delivery and/or the packing that are present upon delivery, must be reported by the other party in the packing list, or the other party must have it reported in the packing list, in the absence of which the delivery will be deemed to have been approved. Complaints concerning this will no longer be dealt with in that case.
f) INFRADAX is entitled to deliver in parts (partial deliveries), which INFRADAX is authorised to invoice for separately.
g) Statement of the delivery period takes place in good faith on the basis of the data that were known to INFRADAX upon entering into the agreement. The delivery periods will be adhered to as much as possible. INFRADAX will not be in default by means of the sole exceeding of the (delivery) period. INFRADAX is not bound to (delivery) periods that can no longer be achieved due to circumstances beyond the control of INFRADAX, which occurred after entering into the agreement. INFRADAX and the other party will contact each other as soon as possible if any exceeding of a period is pending and, if required, confirm this in writing.
h) If the goods, after the expiry of the delivery period, are not taken receipt of by the other party, the goods will be stored and available to the other party for a period of two weeks. INFRADAX will be entitled to charge on all costs incurred during the storage to the other party.
i) In case of taking receipt of the delivery from one of the warehouses of INFRADAX, INFRADAX can request a valid proof of identity from the other party (or the carrier, or a third party, appointed by the other party) and INFRADAX will not be liable for the taking receipt of the goods by incompetent persons, appointed by the other party.
j) Unless agreed otherwise the delivered goods are delivered without any options or system options and INFRADAX does not guarantee in any manner whatsoever the compatibility with other software or equipment or the usability for the objective intended by the other party.

Article 7: ·TRANSPORT AND RISK

a) The manner of transport, dispatch and packaging will be determined by INFRADAX with due care if no further instructions are provided to INFRADAX by the other party.
b) Any specific requirements of the other party concerning the transport/dispatch will only be executed if the other party has stated that it will bear the extra costs thereof.

Article 8: ·FORCE MAJEURE

a) None of the parties is obliged to fulfilment of any obligation if they are prevented from doing so as a result of force majeure.
b) There will be force majeure on the part of INFRADAX if, after the concluding of the agreement, INFRADAX is prevented from fulfilling its obligations under the agreement resulting from war, threat of war, civil war, riot, wilful damage, fire, water damage, floods, industrial actions, business sit-in, exclusion, import and export barriers, government measures, defects of machinery, breakdowns in the supply of energy in the business of INFRADAX as well as in the business of third parties, during storage as well as during transport, whether or not under its management, and furthermore due to all other causes, which have arisen and are beyond the fault or risk of INFRADAX. Any hindrances to which can be attributed to the intention or gross negligence on the part of INFRADAX are exclusively at the risk of INFRADAX.
c) There will furthermore be force majeure on the part of INFRADAX in the event of failure of its supplier(s), or of auxiliary persons engaged by INFRADAX, also if this failure can be attributed to intention or gross negligence on the part of one or more of them.
d) If fulfilment by INFRADAX is delayed by more than two months due to force majeure, INFRADAX as well as the other party will be entitled to regard the agreement as terminated. INFRADAX will be entitled to claim payment for the goods and services that have been executed by it during the performance of the agreement prior to the occurrence of the circumstance which caused the force majeure situation.
e) The party that believes to be (to become) situated in a force majeure situation must immediately inform the other party of this.

Article 9: ·INTELLECTUAL PROPERTY AND INDEMNITY

a) All intellectual or industrial property rights to all software, equipment or other materials such as analyses, designs, documentation, reports, offers as well as preparatory material thereof, developed or made available pursuant to the agreement, are vested exclusively in INFRADAX. If the other party in any manner whatsoever infringes the intellectual or industrial property rights of INFRADAX the other party will incur for the benefit of INFRADAX an immediately due and payable financial penalty of EURO 10,000 (in words ten thousand EURO) per infringement, without any notice of default being necessary. In addition, the other party will incur for the benefit of INFRADAX an immediately due and payable financial penalty of EURO 2,000 (in words two thousand EURO) for each day the infringement of the rights of INFRADAX continues, without prejudice to the other rights of INFRADAX, including the right to compensation in full.
b) The other party exclusively acquires the rights of use and entitlements that are granted to the other party by the agreement or otherwise. The other party will not reproduce or make copies of the software in all other respects.
c) The other party is familiar with the fact that the equipment, software and other materials made available contain confidential information and trade secrets of INFRADAX or its licensors. The other party undertakes, without prejudice to the provisions of article 17, to keep this software, equipment and materials confidential, and not to disclose these, or give these in use to third parties, and to only use these for the purpose for which these were made available to the other party. Third parties also include all persons employed in the organisation of the other party who do not necessarily need to use the software, equipment and/or other materials.
d) The other party is not permitted to remove or change any specification with regard to copyright, brands, trade names or other intellectual or industrial property rights from the equipment, software, or other materials, including indications concerning the confidential nature and confidentiality of the equipment, software and other materials.
e) INFRADAX is permitted to take technical measures for the protection of the software. If INFRADAX has secured the software by means of technical protection the other party will not be permitted to remove or avoid this protection. If the security measures have the result that the other party is not able to make a reserve copy of the software INFRADAX will upon request from the other party make a reserve copy of the software available to the other party.
f) With the exception of the event in which INFRADAX makes a reserve copy of the software available to the other party, the other party has the right to make and/or keep one single reserve copy of the software. A reserve copy is taken to mean in these General terms and conditions of supply and payment: a physical object in which the software is recorded, exclusively for the replacement of the original copy of the software in the event of involuntary loss of possession or damage. The reserve copy must be an identical copy and must always be provided with the same labels and indications as the original copy.
g) If the other party, or a third party on behalf of the other party, develops software, or if the other party has the intention to do so and the other party requires information related to the interoperability of the software to be developed by the other party and the software made available to it by INFRADAX in order to effect this interoperability, the other party will request the required information in writing with specifications from INFRADAX. INFRADAX will in that case inform the other party within a reasonable period if, and to what extent, the other party can acquire the required information and subject to what conditions, also including financial conditions and conditions concerning any third parties to be engaged by the other party. In these General terms and conditions of supply and payment interoperability is taken to mean: the capability 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 regard to the other provisions of these General terms and conditions of supply and payment the other party will be entitled to improve errors in the software made available to it, if this is necessary for the intended use thereof, ensuing from the nature of the software. When mention is made in these General terms and conditions of supply and payment of rights or obligations with regard to errors, the errors are taken to mean the failure to comply with the functional specifications made known in writing by INFRADAX. There will only be an error if this can be demonstrated and can be reproduced. The other party is obliged to report errors promptly to INFRADAX.
i) The other party at all times guarantees to INFRADAX that the use of data, equipment, hardware and software and/or otherwise, provided by the other party will not bring INFRADAX into conflict with statutory regulations or protective rights of third parties.
j) The other party fully indemnifies INFRADAX against all direct and indirect consequences of claims that third parties could be permitted to enforce against INFRADAX on the basis of infringement of the guarantee referred to in point i of this article.
k) INFRADAX will indemnify the other party against legal actions that are based on the allegation that software, equipment and materials developed by INFRADAX itself infringe intellectual or industrial property rights applicable in the Netherlands. The other party must for this purpose immediately inform INFRADAX in writing of the existence and the contents of the legal action, in the absence of which INFRADAX cannot effect the indemnity referred to. In addition, the other party must authorise INFRADAX to deal with the case, which must also include reaching settlement. In that case the other party will fully inform, and keep informed, INFRADAX and will provide cooperation to INFRADAX to put forward defences against the legal actions and if necessary in the name of the other party. The obligation of INFRADAX to indemnify the other party will lapse if and insofar as the infringement is related to changes that the other party has made to the software, equipment, or materials, or as the case may be has had these changes made.
l) If it has been irrevocably established that the software, equipment, or materials developed by INFRADAX itself infringe intellectual or industrial property rights accruing to a third party, or when, in the opinion of INFRADAX, there is a realistic chance in existence that such infringement will occur, INFRADAX will take back the delivery against crediting, after deduction of a reasonable payment for use, or INFRADAX will ensure that the other party can use the delivery, or equivalent other software, equipment, or materials, without disruption.
m) Any further or other liability or obligation to indemnify on the part of INFRADAX due to infringement of intellectual or industrial property rights of third parties is expressly excluded.

Article 10: GENERAL LIABILITY

a) INFRADAX only accepts statutory liability and obligations to compensation insofar as this is evident from this article 10 of the General terms and conditions of supply and payment.
b) The statutory liability of INFRADAX due to attributable failure in the performance of the agreement between INFRADAX and the other party is limited to compensation of direct damage or loss up to a maximum of the amount of the price agreed in that agreement, excluding VAT. The total compensation for direct damage or loss will never amount to more than EURO 2,500,000 (in words: two million five hundred thousand EURO).
c) Direct damage includes:

the costs that the other party must reasonably incur to have the goods and services from INFRADAX comply with the clauses in the agreement between INFRADAX and the other party;
the costs that the other party has reasonably incurred to keep that part of the old system operational for longer, which part will be/is replaced or modified on the basis of the agreement between INFRADAX and the other party;
the costs that the other party reasonably had to incur to ascertain the cause and the extent of the damage, however only insofar as this ascertaining relates to direct damage or loss as referred to within the meaning of these terms and conditions.
the costs that the other party has reasonably incurred for the prevention or limitation of the direct damage or loss, however only insofar as the other party demonstrates that these costs have actually resulted in limitation of the direct damage or loss as referred to within the meaning of these terms and conditions.

d) The statutory liability of INFRADAX for loss due to death, physical injury and/or for material damage is limited to an amount of EURO 2,500,000 (in words: two million five hundred thousand EURO) maximum per incident. A related series of incidents will be regarded as one single incident in this sense.
e) INFRADAX does not accept any liability whatsoever for consequential damage. Consequential damage inter alia includes: resulting damage, lost savings, lost profit and loss due to business interruption.
f) Except for the events referred to in article 10b, 10c and 10d there is no obligation or liability for compensation vested in INFRADAX, regardless of the grounds on which a claim for compensation would be based.
g) The liability of INFRADAX due to attributable failure in the performance of the agreement between INFRADAX and the other party only arises if the other party immediately gives notice of default by registered letter to INFRADAX, setting out a reasonable period for INFRADAX to remedy the failure, and even after the expiry of this period INFRADAX continues to fail imputably in the fulfilment of its obligations.
h) It is always conditional for the arising of any right to compensation that the other party reports the damage described in detail as soon as possible after the damage has arisen, however no later than within three working days after the damage has arisen, by registered letter to INFRADAX.
i) The other party indemnifies INFRADAX against all claims made by third parties due to product liability as a result of a defect in any product or system that has been delivered by the other party to a third party and that (also) consisted of equipment, software or other materials delivered by INFRADAX.
j) The other party in particular has no right to claim compensation on the basis of alleged attributable failure in the performance of the agreement, for damage suffered by the other party or by third parties, resulting from force majeure, disruption in the business of INFRADAX, omission or delay in the delivery, replacement or repair, if this has been necessary as a result of the usual wear and tear of the delivered goods.
k) INFRADAX is never obliged to compensation of damage, other than that related to personal injury and/or products and/or services. INFRADAX is under no circumstances liable for any damage caused because the other party fails in its responsibilities, or for trading loss, including damage due to loss of profits, or lost savings, or other consequential loss, or for claims that are instituted against the other party by third parties, also not if INFRADAX has been informed of the possibility of such damage, loss or claim.
l) INFRADAX stipulates all statutory and contractual defences, which it can rely on to contest its liability toward the purchaser, also for the benefit of its employees for whose conduct INFRADAX could be liable pursuant to the law.

Article 11: COMPLAINTS

a) Any complaints will only be dealt with by INFRADAX if these complaints have reached INFRADAX in writing within 5 working days after the delivery of the goods and services concerned, subject to precise statement of the nature and the ground of the complaints.
b) Complaints about invoices must also be submitted in writing and this must take place within 5 working days after the invoice date.
c) After the expiry of this period the other party will be deemed to have approved the delivery, respectively the invoice. In that case INFRADAX retains the right to no longer deal with the complaints.
d) If the complaint is found by INFRADAX to be well-founded INFRADAX will be exclusively obliged to still deliver the agreed goods and services, except for if INFRADAX prefers crediting.
e) Only if and insofar as the complaint is found to be well-founded will this suspend the payment obligations of the other party until the time when the complaint has been dealt with.
f) Returning of the delivery can only take place after prior permission in writing from INFRADAX subject to conditions to be stipulated by INFRADAX.

Article 12: GUARANTEE

a) With due regard the limitations set out hereinafter, INFRADAX provides such a guarantee concerning the products delivered by INFRADAX of the products concerned, as this is offered by the manufacturer. Unless agreed otherwise in writing the guarantee is only provided with regard to the delivered materials and INFRADAX will be entitled to charge for the labour costs and call-out charges.
b) Work and costs of repair outside the scope of this guarantee will be charged for by INFRADAX in conformity with its usual rates.
c) The guarantee will lapse if the other party, and/or third parties engaged by the other party, has/have used the delivery in an incompetent manner.
d) The guarantee also lapses if the other party and/or third parties engaged by the other party, executes work on or as the case may be executes alterations of the delivery.
e) If INFRADAX replaces parts for the fulfilment of the guarantee obligations, the replaced parts will become the property of INFRADAX.
f) If the other party does not fulfil, only partially fulfils, or does not timely fulfil, any obligation ensuing from the agreement concluded between parties, INFRADAX will not be bound by the guarantee for as long as this situation continues.

Article 13: RETENTION OF TITLE ON SALE AND RIGHT OF PLEDGE

a) The equipment, software or materials that are delivered remain the property of INFRADAX until the time when deliveries and work executed by INFRADAX pursuant to the agreement, or as the case may be the deliveries and work still to be executed, have been paid for by the other party including interest and costs.
b) In the event that the other party: is declared insolvent, proceeds with assignment of the assets, submits an application for moratorium, or attachment is levied on the whole or a part of the assets of the other party, or as the case may be dies or is placed under guardianship;

has the intention, or decides to relocate abroad, in full or in part, its activities, one of the partners leaves, the regulations 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 INFRADAX mean a considerable increase of risks;
prior to entering into this agreement has not informed INFRADAX of facts or circumstances, the significance of which in the opinion of INFRADAX is so serious that if INFRADAX had been informed, it would not have entered into the agreement, or would not have done so in the same manner;
does not fulfil any obligations vested in it pursuant to the law or these terms and conditions;
fails to pay an invoice amount, or a part thereof, within the period set out for this; INFRADAX will be entitled due to the sole occurrence of one of the circumstances set out, to terminate the agreement, in full or in part, without notice of default or judicial intervention, and to claim back the part of the delivered equipment, software or materials that has remained unpaid. Cancellation and repossession, due to circumstances as described in this article 13b, will not affect the right of INFRADAX to compensation of loss, interest and/or damage. In these events each claim of INFRADAX against the other party will become immediately due and payable in full.

c) The goods can be sold on or used by the other party in the context of the usual business operations of the other party. The other party is not permitted to establish (have established) any right of pledge on the goods and it is also not permitted to use the goods as any security for a claim of a third party. In the event of selling on of goods (still) not paid for in full, the other party will be obliged to impose the same retention of title as set out in these terms and conditions, as well as to inform INFRADAX of the selling on in writing within five working days after the sale subject to statement of the location where the equipment is situated.
d) INFRADAX is at all times entitled, on the basis of the provisions of this article, to take back (have taken back) the delivered goods from the other party or its holders if the other party does not fulfil its obligations. The other party must provide all necessary cooperation for this purpose on first request subject to a financial penalty of EURO 5,000 (in words: five thousand EURO) per day during which the other party is/remains in default.
e) INFRADAX furthermore acquires a non-possessory pledge for security of correct payment of all claims of INFRADAX – through the arising of the claim – on all goods in which items delivered by INFRADAX are processed, or as the case may be which they form part of. As long as the claims of INFRADAX are not paid, INFRADAX also acquires a non-possessory pledge on all claims, which the other party could enforce toward any third party related to the goods delivered by INFRADAX. The other party is obliged on first request to provide INFRADAX with all relevant information and documentation concerning this, subject to a financial penalty of EURO 2,500 (in words: two thousand five hundred EURO) per day the other party is/remains in default. The assignment signed by the other party and the subsequent acceptance in writing on the part of INFRADAX apply as a private instrument as referred to in the law.

Article 14: REPAIR

a) Unless agreed otherwise in writing all repair work to be executed by INFRADAX will be executed at the applicable rate and all replaced parts and/or materials will become the property of INFRADAX. If there are guarantee claims in existence, no costs for materials will be charged.
b) INFRADAX is at all times entitled to retain the possession of any goods of the other party that INFRADAX has the possession of on any basis whatsoever until the time when the other party has paid all that which it owes to INFRADAX, or as the case may be has provided sufficient security for this purpose. If INFRADAX feels compelled to exercise this right of retention INFRADAX will also be entitled to charge all costs attached thereto, including garage and storage costs, to the other party.

Article 15: PAYMENT

a) All invoices must be paid by the other party within 14 days from the invoice date. Unless agreed otherwise.
b) All payments made by the other party firstly serve to settle any interest and the collection costs incurred by INFRADAX, and thereupon to settle the invoices that have been outstanding the longest.
c) In the event that the other party:

is declared insolvent, proceeds with assignment of the assets, submits an application for moratorium, or attachment is levied on the whole or a part of the assets of the other party, or as the case may be dies or is placed under guardianship;
has the intention, or decides to relocate abroad, in full or in part, of its activities, one of the partners leaves, the regulations 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 INFRADAX mean a considerable increase of risks;
prior to entering into this agreement has not informed INFRADAX of facts or circumstances the significance of which in the opinion of INFRADAX is so serious that, if INFRADAX had been informed, it would not have entered into the agreement, or would not have done so in the same manner;
does not fulfil any obligations vested in it pursuant to the law or these terms and conditions;
fails to pay an invoice amount, or a part thereof, within the period set out for this; INFRADAX will be entitled due to the sole occurrence of one of the circumstances set out, to either terminate the agreement, or to immediately claim payment in full of any amount owed by the other party on the basis of the services provided or goods delivered by INFRADAX, and this without any warning or notice of default being required, all this without prejudice to the rights of INFRADAX, including the right of INFRADAX to compensation of costs, damage and interest.

d) If the other party is taken to mean more than one person, as evident from the description in the agreement (for sale), each of these persons will be jointly and severally liable for all that INFRADAX can and will be able to claim on the basis of this agreement. The cancellation of any debts to one of the joint and several debtors, or as the case may be discharge to them, will never release the remaining debtors from their obligations.

Article 16: INTEREST AND COSTS

a) If payment of any amounts due has not taken place within the period set out for this purpose, the other party will be in default by operation of law and, without the requirement of any notice of default, will owe from the due date of the invoice(s) concerned the statutory interest applicable in that case over the amount still outstanding.
b) If the other party, after notice of default, remains in default of paying the claim, the claim can be referred for collection. In that event the other party will be obliged, in addition to the principal sum and the statutory interest, to compensate INFRADAX for all judicial and extrajudicial costs to be incurred by INFRADAX. The judicial costs also consist of all actual costs of proceedings and legal assistance during court proceedings, incurred by INFRADAX, or as the case may be charged to INFRADAX, which exceed the court-approved scale of costs. The extrajudicial collection costs are recorded by law.

Article 17: CONFIDENTIAL DATA AND NO-TAKEOVER CLAUSE

a) INFRADAX and the other party expressly state that all information with a confidential nature will remain secret before, during and after entering into the agreement. Information has – in any event – a confidential nature when this is regarded as confidential by one of the parties. In addition, information has a confidential nature when the confidentiality thereof can be reasonably assumed.
b) During the term and one year after the termination of the term of the agreement the other party will not employ any employees of INFRADAX, or as the case may be otherwise have these employees work for the other party, either directly or indirectly.

Article 18: RENTING EQUIPMENT

1: General

a) The provisions set out in this article 18 are, in addition to the other articles of these General terms and conditions of supply and payment, applicable if and insofar as the equipment, software, or other materials are rented out by INFRADAX.
b) INFRADAX undertakes toward the other party to rent out and hand over for use the equipment, software, or other materials further specified in the rental agreement, as the other party equally undertakes to take receipt from INFRADAX of these goods for use as rental goods.
c) The other party undertakes to pay the agreed rental price and the payments and costs ensuing from this agreement and to promptly return the rented goods, after termination of the rental period, to INFRADAX, all this with due regard to the provisions hereinafter.
d) The other party owes the rental price entirely by means of advance payment, unless agreed otherwise.
e) The other party must, no later than one working day (or, if the rental period is less than one week, at least no later than half of the rental period) prior to the end of the agreed rental period, inform INFRADAX in writing of whether the other party wishes to make use of the extension option offered in the rental agreement. If INFRADAX has not received a message concerning this from the other party the rental period will always be renewed tacitly with a period equal to the rental period originally agreed, except for if INFRADAX makes it apparent that it wishes to terminate the Contract.
f) If the rental agreement includes a purchase option with regard to the equipment, software, or other materials, the other party can only make use of the purchase option if the other party has completely fulfilled all its obligations ensuing from the rental agreement.
g) INFRADAX applies a security deposit, the level of which depends on the value of the equipment. This security deposit must always be paid in advance.
h) If you collect equipment from Amersfoort, there will be compulsory identification. A copy will be made of the passport or driving licence.
i) Unless stated otherwise in the contract, the rental of sales invoice must be paid in advance in cash, by transfer by telephone, or on the basis of a bank transfer. If the rental agreement is extended at a later stage the subsequent invoice will be forwarded, which must paid immediately, unless agreed otherwise.
j) Breakdowns of the equipment, insofar as not caused by the purchaser, will be remedied free of charge in the Benelux through the application of best efforts, except for when an additional service contract has been concluded. The rental period will, insofar as possible, be extended free of charge with the period during which the equipment was out of operation due to the breakdown. If the breakdowns are not the result of normal use or the usual wear and tear, all repair costs will be charged.

2: Cancellation

In the event of cancellation of a rental agreement, 100% of the agreed total rental price will be charged to the other party. In that case transport and installation costs will be charged on to the other party insofar as these costs are incurred by INFRADAX, or charged to INFRADAX. Cancellation of the rental agreement must at all times take place in writing.

3: Rental period

a) The renting of the equipment, software, or other materials is entered into by parties for an agreed period. This period commences on the day of delivery of the equipment, software, or other materials by INFRADAX and terminates on the agreed end date, if the equipment, software, or other materials are returned on the end date by the other party to INFRADAX in a complete and good state of repair. If the equipment, software, or other materials are not received, or not in a complete and good state of repair, by INFRADAX on the end date, the end date will be deemed to have been reached at the time when the other party returns the equipment, software, or other materials in a complete and good state of repair to INFRADAX.
b) If the equipment, software, or other materials are returned to INFRADAX within the agreed rental period, the initial rental payments will remain due and payable over the entire agreed period.
c) INFRADAX retains the right in the event of default of payment after the expiry of the agreed rental period to not extend the rental agreement. INFRADAX is not obliged to provide a statement of reasons in this respect.

4: Making available

a) INFRADAX is responsible for ensuring that the equipment, software, or other materials comply with any statutory regulations in existence on this matter. The other party is obliged to promptly inform INFRADAX of any claims by third parties on the basis of alleged infringement of intellectual or industrial property rights, so that INFRADAX can take all necessary measures to have the undisrupted use of the equipment, software, or other materials continue.

5: Installation

a) If agreed in writing INFRADAX will install or have installed the equipment.
b) In all events the other party will, prior to the delivery of the equipment, make a suitable installation place available together with all necessary facilities, such as cabling and telecommunication facilities. INFRADAX will, if required, issue an offer to the other party with regard to setting up these facilities.
c) The other party will at all times provide access to INFRADAX to the place of installation for the execution of the necessary work during the usual working hours of INFRADAX.

6: Risk

a) During the entire rental period the full risk of the rented equipment, software, or other materials will be at the expense of the other party, regardless of which incident, action or action not executed would cause 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 of the rented equipment, software, or other materials, on the basis of the replacement value.
b) During the period(s) of dispatch of the rented equipment, software, or other materials within countries worldwide, excluding Cuba, North Korea, Myanmar, Iran, Syria and Sudan, INFRADAX will keep these insured with regard to the transport risk for EURO 500,000 (in words: five hundred thousand EURO) as a maximum per incident. The amount of the deductible which is not borne by the insurer under the policy conditions amounts per claim to EURO 500 (in words: five hundred EURO) per incident.
c) During the term of the rental agreement INFRADAX will keep the equipment, software, or other materials at the risk location within Europe, insured against theft with signs of burglary, if and insofar as the equipment, software, or other materials are situated in a secured building, for a maximum of EURO 500,000 per incident for stay and use at the rental location. The amount of the deductible which is not borne by the insurer under the policy conditions amounts per claim to EURO 1,000 (in words: one thousand EURO) per incident. The other party must personally take out insurance for fire and water damage. The transport of equipment to trade fairs within Western Europe and the residing of the equipment at trade fairs within Western Europe (provided that the building is secured) is insured by INFRADAX with a maximum of EURO 500,000 (in words: five hundred thousand EURO) per incident during transport to and from, as well as the residing and use at trade fairs/exhibitions. The amount of the deductible which is not borne by the insurer under the policy conditions amounts per claim to EURO 500 (in words: five hundred EURO). In the event of theft the other party must report this to the police within 24 hours and immediately forward a copy of the official report to INFRADAX.

7: Use

a) During the entire rental period the other party will be obliged to use, maintain and secure against theft and/or damage the rented equipment, software or other materials, in accordance with their nature and intended purpose.
b) The software made available on the basis of the rental agreement is exclusively permitted to be used in the Central Processor Unit (CPU) made available on the basis of the rental agreement, in which CPU the rented software is installed. If the rented CPU becomes defective in such a manner that the rented software can no longer be used in the rented CPU, the rented software – exclusively for the period during which this defect occurs – is permitted to be used in another CPU.
c) The other party is permitted to make two archive or back-up copies for the purpose of the use of the rented CPU. The other party must adopt all statements of copyright and trademark rights in all copies. At the end of the rental agreement the other party must – in the event that no use is made of a purchase option – destroy all copies of the software that are in the possession of the other party.
d) During the rental period all potentially necessary changes and/or repairs of the rented equipment, software, or other materials will be executed by or on behalf of INFRADAX. The other party is only permitted after prior permission in writing from INFRADAX to have any changes and/or repairs executed by expert personnel, where applicable the original parts are exclusively permitted to be used. The repair costs resulting from the usual wear and tear of the rented equipment, software, or other materials are exclusively at the expense of INFRADAX, therefore all (repair) costs resulting from inter alia overload and/or incompetent use will be at the expense of the other party. Faults in the rented equipment, software, or other materials must be immediately reported in writing to INFRADAX.
e) During the rental period INFRADAX is at all times entitled to inspect the situation and the manner of use of the rented equipment, software, or other materials. The other party must upon first request from INFRADAX promptly provide access to the rented equipment, software, or other materials. Also to the location of third parties if it concerns a situation of renting on.
f) The other party is prohibited, subject to an immediately due and payable financial penalty of EURO 15,000 (in words: fifteen thousand EURO), from merging the rented equipment, software, or other materials, or from in any other manner depriving the independence or the property rights of INFRADAX concerning the rented equipment, software, or other materials, which is without prejudice to the other rights of INFRADAX, including the right to compensation in full.

8 Return delivery of equipment, software, or other materials

a) After the end of the rental period the other party is obliged to return delivery of the rented equipment, software, or other materials to the warehouse of INFRADAX B.V., during office hours and in the original and cleaned condition.
b) If the rented equipment, software, or other materials for any reason whatsoever are not returned to INFRADAX in an entirely cleaned and/or undamaged condition, the other party will be obliged to reimburse INFRADAX for all costs related to the necessary cleaning and/or repair of damage. At the return delivery the other party has the right to have the condition of the rented equipment, software, or other materials recorded by an expert, in the absence of which the damage report to be drawn up by INFRADAX will be decisive. With regard to the defects noticed by INFRADAX and the cleaning and/or repair costs ensuing therefrom, no other burden of proof is vested in INFRADAX than to submit a specified account.
c) During the period necessary for cleaning and/or repair of damage of the rented equipment, software, or other materials the other party will owe rent to INFRADAX, in accordance with the rental agreement related to this equipment, software, or other materials and the other party is obliged to pay the rent to INFRADAX in accordance with the original rental agreement.

9: Packaging material

The packaging material also delivered with regard to any rental agreement remains the property of INFRADAX. In the event that any packaging material is absent at the return delivery of the rented equipment, software, or other materials INFRADAX will charge the costs of replacement packaging material for each item from which the packaging is absent to the other party.

10: Liability

a) INFRADAX does not accept any further liability than as determined in these terms and conditions of supply and payment. INFRADAX therefore cannot be held liable under any circumstances for any visible or invisible, hidden or obvious defect. The other party does not have any right to refuse payment of the rent, or as the case may be terminate the rental agreement and/or claim compensation on the basis of alleged attributable failure on the part of INFRADAX, except for if and insofar as this attributable failure is caused by intention or gross negligence on the part of INFRADAX itself. INFRADAX is in particular not liable for any damage suffered by the other party or third parties resulting from force majeure, disruption in the business of INFRADAX, absence or delay of the delivery of the rented equipment, software, or other materials or the repair thereof, if this repair has been necessitated by the usual wear and tear of the rented equipment, software, or other materials.
b) The liability of INFRADAX is at all times limited to the liability that the supplier/manufacturer of the equipment, software, or other materials concerned has toward INFRADAX, as is evident from the General Terms and Conditions of the supplier/manufacturer concerned.

11: Termination before the end of term

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

The failure to fulfil any obligation of the other party on the basis of the present or any other rental and/or purchase or sale agreement concluded with INFRADAX;
The (imminent) bankruptcy of the other party, or if moratorium is applied for or acquired, or as the case may be if attachment is levied on the property of the other party, or the enterprise of the other party is wholly or in part closed or liquidated, or as the case may be if the other party is or will be placed under guardianship;
The intention, or the decision, to relocate abroad, in full or in part, of its activities, one or more of the partners leaves, 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 INFRADAX result in a considerable increase of risks;
Prior to entering into the rental agreement the other party has not informed INFRADAX of facts or circumstances, the significance of which in the opinion of INFRADAX is so serious that if INFRADAX had been informed, it would not have entered into the rental agreement, or would not have done so subject to the same terms and conditions;

b) In the event of termination with immediate effect of the rental agreements the other party will in any event owe compensation to INFRADAX, which will be equal to the total of the rent instalments stipulated in the rental agreement, reduced by that which has already been paid by the other party concerning this and increased by the duties and costs, all this without prejudice to the right of INFRADAX to claim compensation in full from the other party.
c) In the event of termination with immediate effect of the rental agreement INFRADAX will be entitled to immediately take back the equipment, software, or other materials that INFRADAX owns. The other party hereby already states that it will provide INFRADAX access to the rented equipment, software, or other materials and will provide its full cooperation to such repossession of the equipment, software, or other materials, while all costs incurred and/or to be incurred by or on account of INFRADAX for the repossession will be at the expense of the other party.

Article 19: SALE OF EQUIPMENT

1: General

The provisions set out in this article 19 are, in addition to the other articles of these General terms and conditions of supply and payment, applicable if and insofar as INFRADAX sells equipment.

2: Installation

a) If agreed in writing INFRADAX will install or have installed the equipment.
b) In all events the other party will, prior to the delivery of the equipment, make a suitable installation place available together with all necessary facilities, such as cabling and telecommunication facilities. INFRADAX will, if required, issue an offer to the other party with regard to setting up these facilities.
c) The other party will at all times provide access to INFRADAX to the place of installation for the execution of the necessary work during the usual working hours of INFRADAX.

3: Return consignments

a) Without prior permission in writing on its part INFRADAX is not obliged to accept return consignments from the other party.
b) Taking receipt of return consignments does not under any circumstances imply acknowledgement by INFRADAX of the grounds for the return consignment stated by the other party. The risk of the return dispatch of goods remains vested in the other party until it is credited by INFRADAX.
c) INFRADAX retains the right to execute the crediting for any return consignments after deduction of 15% of the price of the products that are returned, with a minimum of EURO 50 (in words: fifty EURO).

4: Acceptance

INFRADAX will make the equipment available to the other party by the delivery of goods, if an installation to be executed by INFRADAX has been agreed in writing, by the installing of the equipment at the location of the other party. The equipment will apply between parties as accepted on the date of delivery, or as the case may be if an installation to be executed by INFRADAX has been agreed in writing, on the date of the installation.

5: Guarantee

a) INFRADAX provides a guarantee for the equipment in conformity with article 12 of these General terms and conditions of supply and payment.
b) Work and costs of repair outside the scope of this guarantee will be charged for by INFRADAX in conformity with its usual rates.

6: Equipment of suppliers

If and insofar as INFRADAX delivers equipment of third parties to the other party then, provided that this is notified by INFRADAX in writing to the other party, concerning this equipment the terms and conditions of these third parties will apply, instead of the provisions of these terms and conditions that derogate therefrom. The other party will accept the aforesaid terms and conditions of third parties. These terms and conditions are available for perusal by the other party at the office of INFRADAX and will be forwarded on first request to the other party.

7: Software of the supplier

If and insofar as INFRADAX makes software of third parties available to the other party, the terms and conditions of these third parties will apply. The other party will accept the aforesaid terms and conditions of third parties. If and insofar as the aforesaid terms and conditions of third parties are deemed not to apply, or are declared not to apply, in the relationship between the other party and INFRADAX, the provisions of these terms and conditions will apply.

Article 20: CONSULTANCY

1: General

The provisions set out in this article 20 are, in addition to the other articles of these General terms and conditions of supply and payment, applicable if and insofar as INFRADAX executes Consultancy work.

2: Services

a) INFRADAX will make endeavours to the best of its capabilities to execute the consultancy work with due care, as and when necessary in accordance with the arrangements and procedures recorded in writing with the purchaser. An accepted assignment for the execution of consultancy work results in an obligation to use best endeavours, not an obligation of result.
b) If it is agreed that work will take place in stages INFRADAX will be entitled to postpone the commencement of the work, which forms part of the following stage, until the purchaser has accepted the results of the prior stage in writing.
c) Only if this is agreed expressly in writing is INFRADAX obliged during the execution of the consultancy work to follow the instructions provided by the purchaser in a timely manner and with statement of reasons. INFRADAX is not obliged to follow instructions, which relate to contents or scope change, or add to the agreed consultancy work.
d) If the agreement for the execution of consultancy work has been entered into with the purpose of execution by a specific person, INFRADAX will always be entitled to replace this person by one or more other persons with the same qualifications.
e) If INFRADAX, upon request from or with agreement from the purchaser, has executed work or other goods and services that fall outside the contents or scope of the agreed consultancy, this work or the goods and services will be paid for by the purchaser to INFRADAX in accordance with the usual rates of INFRADAX. INFRADAX is never obliged to comply with such a request and can require that a separate agreement in writing is concluded for this. The purchaser accepts that contract extras can have an impact on the agreed or expected time of completion of the work, and the mutual responsibilities of the purchaser and INFRADAX. Work will be considered contract extras if a system analysis or a design is expanded or changed.
f) The provisions of Section 408 subsection 1 Book 7 of the Dutch Civil Code is always excluded.
g) Contract extras never constitute grounds for suspension or termination of the agreement.
h) Insofar as a fixed price is agreed for the consultancy work and parties have the intention to conclude a separate agreement with regard to contract extras or goods and services, INFRADAX will inform the purchaser in advance and in writing of the financial consequences of these contract extras or goods and services.
i) Insofar as the consultancy work of INFRADAX consists of arranging a study programme, course, or training, INFRADAX can always require the payment owed concerning this prior to commencement. The consequences of the cancellation of participation in a study programme, course, or training will be fully charged on.
j) If the number of those registered to take part gives reason for this in the opinion of INFRADAX, INFRADAX will be entitled to combine the study programme, course, or training with one or more other study programmes, courses, or training, or to have this take place at a later date or time.
k) Termination before the end of term of the assignment (force majeure). INFRADAX has the right to withdraw if as a result of force majeure, consisting of a circumstance that cannot be attributed to culpable blame, prevents proper execution of the assignment.
l) Installation
a) If agreed in writing, INFRADAX will install, or have installed, the equipment.
b) In all events the other party will, prior to delivery of the equipment, make a suitable installation place available, together with all necessary facilities, such as cabling and telecommunication facilities. INFRADAX will, if required, issue an offer to the other party with regard to setting up these facilities.
c) The other party will at all times provide access to INFRADAX to the place of installation for the execution of the necessary work.

Article 21: APPLICABLE LAW AND DISPUTES

a) Dutch law exclusively applies to all offers from and agreements with INFRADAX and the performance thereof.
b) All disputes, including disputes that are only regarded to be a dispute as such by one party, ensuing from or related to the agreement, which these terms and conditions apply to, or the terms and conditions itself and their interpretation or performance, of a factual as well as legal nature, will be adjudicated by the court with competent jurisdiction in the jurisdiction of which the place of business of INFRADAX is situated.
c) INFRADAX is nevertheless entitled to have the dispute adjudicated by means of arbitration, in which case INFRADAX will inform the other party of this in writing. The other party in that case will have the opportunity during one month to decide on adjudication by the civil court.
d) In the event that the dispute is adjudicated by arbitration, three arbitrators will decide based on fairness. The appointment of the arbitrators will take place in such a manner that each of the parties appoints one arbitrator and the third arbitrator will be appointed jointly by the two arbitrators who are already appointed. The costs of the arbitrators and their fee will be at the expense of parties as the arbitrators will determine. Insofar as not derogated from in the above the provisions Book IV of the Code of Civil Procedure apply.
e) The present general terms and conditions can be amended unilaterally by INFRADAX, following which INFRADAX will provide the client with a copy of the amended general terms and conditions.