General conditions

This page contains the General Terms and Conditions of Sale and Delivery that apply to all Promotion Care B.V. goods and services.

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY PROMOTION CARE B.V.

Article 1 Definitions

1.1 In these terms and conditions, the following definitions shall apply: Promotion Care: the private company with limited liability Promotion Care B.V., located at (2635 BZ) Den Hoorn, at Vrij-harnasch 120 J, also trading under the name “Transportainer,” registered in the Trade Register of the Chamber of Commerce for Haaglanden under number 27188219; Client: The natural or legal person who has entered into an agreement with Promotion Care as referred to in these terms and conditions, either directly, indirectly, or as a dealer, to supply, make available, or purchase goods, including machine parts, and/or electronic products, or to perform work and/or services, all in the broadest sense of the word.

1.2 Written should be understood to mean by letter, by telefax or by electronic means.

Article 2 Applicability

2.1 These general terms and conditions apply to all offers and/or quotations from Promotion Care, as well as to all agreements between Promotion Care and the client, regardless of the manner in which they are concluded.

2.2 Additional and/or different terms and conditions – including purchasing conditions – from the client are not part of the agreement between Promotion Care and the client, and therefore do not bind Promotion Care in any way. Applicability is therefore expressly rejected, unless it is expressly agreed in writing that the supplementary and/or deviating conditions shall apply to the agreement between the parties.

2.3 If there is any deviation from these terms, such deviation shall apply only to the agreement in question.

2.4 When these General Terms and Conditions are amended in the interim, the amended version shall form part of every General Terms and Conditions of Sale and Delivery Promotion Care B.V. 2

entry into force of the amendment between Promotion Care and the client.

2.5 In the event of nullity of one or more provisions of these terms and conditions, the other provisions shall remain in full force. In place of the nullified or void part, that which is closest to what the parties could have agreed in a legally permissible manner if they had been aware of the nullity or voidability shall apply as agreed.

Article 3 Offer, order and formation of agreement

3.1 All quotations and offers from Promotion Care are entirely without obligation, unless the opposite has been expressly agreed in writing. If a quotation or offer from Promotion Care contains an offer without obligation and this offer is accepted by the client, Promotion Care is entitled to revoke this offer within two working days of the client becoming aware of its acceptance. Unless expressly agreed otherwise, Promotion Care’s quotations and offers are valid for four weeks.

3.2 By placing an order with Promotion Care, the Client accepts the applicability of these General Terms and Conditions to the agreement, as well as to any follow-up agreement with Promotion Care.

3.3 The acceptance by Promotion Care referred to in the previous paragraph can take place via any means of communication. This also applies if the order is placed electronically.

3.4 Promotion Care is under no obligation whatsoever to make resources available to the Client to identify or correct input errors by the Client. The content of the order from the client as received by Promotion Care is deemed to be correct, complete and without reservation. Input errors and other mistakes made in the provision of the order or order are for the account and risk of the client.

3.5 Changes to what has been agreed upon shall be binding on the parties only if such changes have been agreed upon by the parties in writing in the form of a supplementary clause to the original order confirmation signed by both parties. General terms and conditions of sale and delivery Promotion Care B.V. 3

Article 4 Distance and off-premises contracts

4.1 If and insofar as Client is a natural person not acting in the exercise of a profession or business and there is an agreement at a distance or outside the sales area as referred to in Article 230m and further of Book 6 of the Dutch Civil Code, the provisions of this article 4 shall also apply.

4.2 Notwithstanding the provisions in Article 9.1, 9.2 and 14, the Client is entitled to rescind the distance purchase without giving reasons for fourteen days after receiving the goods delivered by Promotion Care or the formation of the agreement to provide services. The client must invoke the dissolution by means of a written notification addressed to Promotion Care, which must reach Promotion Care within the period mentioned in the previous sentence.

4.3 Client must return delivered goods in the case described in 4.2 in proper packaging and with the original shipping document and must pay the cost of returning the goods himself.

4.4 The provisions of paragraph 2 of this article do not apply if the agreement between Promotion Care and the Client relates to:

a. goods or services that are not prefabricated and have been created in accordance with client specifications;

b. goods or services clearly intended for a specific person;

c. goods which by their nature cannot be returned;

d. goods that are rapidly aging;

Article 5 Prices and rates

5.1 The sale, delivery and provision of goods, or the performance of work and/or services, respectively, shall take place at the prices and rates charged by Promotion Care at the time the agreement is concluded.

5.2 Unless explicitly agreed otherwise in writing with the client, all prices and General Terms and Conditions of Sale and Delivery Promotion Care B.V. 4

rates excluding sales tax and any other government-imposed levies, and further excluding administration, installation, assembly, packaging, transport or shipping costs. If the price is based on an estimate of the number of products to be delivered, the price will be finalized afterwards based on the actual number of products delivered.

5.3 Promotion Care reserves the right to change prices and rates. Amended prices and rates are valid – unless otherwise agreed – from the moment they are introduced.

5.4 In the event of a price and/or rate increase, Promotion Care shall inform the Client of this as far as is reasonably possible. If the client is unable to agree to the price and/or rate increase announced by Promotion Care, the client is entitled to dissolve the existing agreement with Promotion Care by means of a written extrajudicial declaration sent to Promotion Care by registered mail. If Promotion Care does not receive this declaration within fourteen days of receipt by the client of the notification concerning the price and/or rate increase, or at least from the moment at which the client could reasonably have taken note of the price and/or rate increase, the client is deemed to have agreed to the price and/or rate increase.

Article 6 Invoicing and payment

6.1 Invoicing will take place on the date mentioned in the offer. Unless otherwise expressly agreed in writing with the Client, Promotion Care shall invoice within one month of delivery or provision, or commencement of the work and/or services.

6.2 The times of invoicing used by Promotion Care are target times and therefore not deadlines, unless expressly agreed otherwise.

6.3 All payments by the Client must be made without any deduction within thirty days of the invoice date to an account specified by Promotion General Terms and Conditions of Sale and Delivery Promotion Care B.V. 5

Care designated bank and/or checking account, unless otherwise expressly agreed upon in advance in writing.

6.4 Payments made by the Client shall first serve to settle all interest and costs due and only then to settle the oldest outstanding and due invoices, even if the Client states that the payment relates to a later invoice.

6.5 Without Promotion Care’s express prior written consent, the client is not allowed to offset its payment obligation to Promotion Care against any claim that the client has against Promotion Care, on any account whatsoever.

6.6 Promotion Care is entitled to demand advance payment, cash payment, or security for payment from the client at any time.

6.7 The term of payment referred to in 6.3 is a strict deadline. If payment is not made on time, the client is legally in default, without any notice of default being required. Unless the agreement is entered into with a consumer, Promotion Care is entitled to charge the Client statutory commercial interest plus 3% on the amount due for the duration of the default from the due date of the invoice.

6.8 If the Client fails to pay on time or in full, the Client is then obliged to reimburse Promotion Care for all judicial and extra-judicial costs related to the collection of the claim, whereby the extra-judicial costs are reasonably set at 15% of the outstanding amount, with a minimum of € 40.00, without prejudice to Promotion Care’s right to charge the actual costs incurred, including any judicial costs, to the Client if these exceed the amount thus calculated. The invoice from the attorney employed by Promotion Care shall serve as sufficient proof of costs incurred.

6.9 If the client is a consumer, the provisions of Article 6:96 paragraphs 5 and 6 of the Dutch Civil Code shall apply, and the extrajudicial costs shall only be payable after a written notice of default by Promotion Care, giving a further period of fourteen days. General terms and conditions of sale and delivery Promotion Care B.V. 6

6.10 In the event of non-payment or late payment by the Client, or non-compliance or inadequate compliance with any obligation incumbent on the Client, Promotion Care is entitled to dissolve the agreement out of court and to halt further deliveries or the provision of work and/or services, without prejudice to Promotion Care’s right to demand compliance or compensation from the Client for the damage suffered as a result of the dissolution of the agreement.

Article 7 Delivery and delivery times

7.1 Delivery of goods takes place “ex workshop”. The delivered (moveable) items and/or materials will be made available to the client on the premises of Promotion Care, who will be responsible for loading the delivered (moveable) items or materials. Loading and transport of the delivered goods and/or materials is at the expense and risk of the client.

7.2 If assembly, on-site or otherwise, is agreed, the Client guarantees that Promotion Care’s employees will be able to carry out their work during normal working hours and outside these hours if Promotion Care deems this necessary. The Client shall ensure free of charge an undisturbed supply and removal, storage and provision of electricity and other sources of power and all necessary safety and precautionary measures for Promotion Care.

7.3 Promotion Care shall deliver or make available the goods and/or products, or commence work and/or services, as soon as possible after receipt of the order from the Client, provided that the goods ordered are in stock and work and/or services can be started.

7.4 The delivery time is based on the working conditions prevailing at the time that the agreement is entered into and on timely delivery of the materials ordered by Promotion Care for the execution of the work. If there is a delay through no fault of Promotion Care’s, due to changes in the aforementioned working conditions or because materials ordered in time for the execution of the work are not delivered on time, the delivery time shall be extended as far as Promotion Care deems necessary. General terms and conditions of sale and delivery Promotion Care B.V. 7

7.5 All delivery dates used by Promotion Care are target dates and therefore not deadlines, unless explicitly agreed otherwise. The delivery period shall only commence after Promotion Care has received all information necessary for the execution of the order from the client, and Promotion Care has been enabled to commence the work, and agreement has also been reached concerning the (manner of) payment for goods and/or services, insofar as Promotion Care considers this necessary.

7.6 Promotion Care is entitled to suspend fulfilment of its obligations towards the Client for as long as the Client has not met all its (payment) obligations under any legal relationship with Promotion Care. This suspension shall apply until such time as the client has fulfilled all of its obligations towards Promotion Care.

7.7 The delivery time shall also be extended by the duration of the delay that has occurred as a result of the client’s failure to comply with any obligation arising from the agreement or cooperation required of him with respect to the performance of the agreement.

7.8 Barring intent or gross negligence on the part of Promotion Care, exceeding the delivery time does not entitle the Client to rescind the agreement in whole or in part. Exceeding the delivery time – for whatever reason – does not entitle the client to perform or have work performed to execute the agreement without judicial authorization.

7.9 If goods, materials, raw materials and/or tools that are ready for delivery are not collected by the Client after notification within fourteen days, Promotion Care is entitled to charge the Client for storage costs.

Article 8 Force Majeure

8.1 Force majeure is defined as any shortcoming in the execution of the agreement which cannot be attributed to Promotion Care or the client, as it is not due to the fault of Promotion Care or the client, nor is it for the account of Promotion Care or the client by virtue of the law, legal act or generally accepted practice. General terms and conditions of sale and delivery Promotion Care B.V. 8

8.2 The client shall only be entitled to invoke force majeure if circumstances arise which, according to objective standards, cannot be attributed to any client in similar circumstances and the client had not previously failed imputably.

8.3 In the event of temporary force majeure, including the situation where a good or product ordered by the Client is temporarily out of stock, Promotion Care is entitled to extend the intended delivery period by the time during which the temporary force majeure continues.

8.4 In the event of permanent force majeure, which is understood to mean a circumstance which Promotion Care or the client cannot reasonably influence and which makes the delivery or making available of goods or products respectively the performance of work and/or services impossible, including the situation that a purchased good is sold out and re-production does not take place, Promotion Care or the client respectively shall be entitled to dissolve the agreement out of court. In the event of force majeure, the client cannot claim compensation from Promotion Care for any damage suffered by it, without prejudice to the provisions of Article 6:78 of the Dutch Civil Code.

Article 9 Claims and complaints, returns

9.1 Unless otherwise agreed, the customer must communicate complaints about the goods or products delivered or made available, or the work and/or services carried out, to Promotion Care in writing and with a clear description of the complaints within ten working days after the delivery or making available of the goods or products, or after a start has been made on the execution of the work and/or services. In the absence of such notification, the goods or products supplied, respectively in the work and/or services carried out, shall be deemed to have been accepted and all claims against Promotion Care in respect of defects in the goods or products supplied or made available, respectively in the work and/or services carried out, shall lapse.

9.2 Unless otherwise agreed, the client is only entitled to return goods or products to Promotion Care if the General Terms and Conditions of Sale and Delivery of Promotion Care B.V. 9

client other than the goods or products ordered and/or damaged by him have been delivered or made available.

9.3 The Customer is obliged to return the goods or products including the original shipping document and/or original address label in proper packaging, and must give the reason for the return in writing, unless expressly agreed otherwise. After receipt of the returned goods or products, Promotion Care, if it considers the return justified, shall deliver or make available the goods or products ordered by the client and/or undamaged as soon as possible.

9.4 The presence of a defect shall never entitle Client to suspend or set off its payment obligations in respect of goods, products or work and/or services delivered or made available.

Article 10 Retention of title and risk

10.1 Promotion Care retains ownership of all (moveable) items delivered to the Client, as long as the Client has not fully met its (payment) obligation(s) to Promotion Care under agreements for the delivery or provision of goods or products and/or performance of work and/or services, including claims relating to shortcomings in the fulfilment of such agreements. This means that ownership of the delivered (moveable) items will only transfer to the client when all that the client owes Promotion Care on account of deliveries or work, including interest and costs, is paid in full to Promotion Care.

10.2 The Client undertakes to establish a non-possessory pledge on all items referred to in Article 10.1 at Promotion Care’s first request, insofar as Promotion Care’s retention of title to these items may at any time appear to have lapsed, or to provide other security for the benefit of Promotion Care.

10.3 Promotion Care is entitled, without further notice, to take back the goods, insofar as they have not been consumed, after the expiry of the General Terms and Conditions of Sale and Delivery of Promotion Care B.V. 10

Invoices sent by it to the client in respect of those items have expired.

10.4 Promotion Care shall be entitled to unhindered access to the delivered goods where appropriate. The Client shall provide all cooperation to Promotion Care in order to enable Promotion Care to exercise the reservation of title set out in clause 2 by recovering the delivered goods, including any dismantling required for this purpose.

Article 11 Intellectual and industrial property rights

11.1 All copyrights and any other rights of intellectual or industrial property as well as similar rights, including neighbouring rights and rights to the protection of databases, information and/or performance, relating to or in connection with goods or products supplied and/or made available by Promotion Care to the Client, or work and/or services carried out on behalf of the Client, belong exclusively to Promotion Care. For the purposes of this article 11, “Promotion Care” shall also include a third party from whom Promotion Care has licensed rights in relation to the goods, products, work or services referred to here.

11.2 The Client is not permitted (and this applies if necessary in addition to copyright or related rights of Promotion Care as referred to in Art. 11.1) without prior written permission from Promotion Care to reproduce or make public in whole or in part any goods or products supplied and/or made available by Promotion Care to the client, or information provided by Promotion Care in the context of services or work carried out, if this takes place (a) on behalf of a company, organization or institution or (b) for its own practice, study or use which is (a) not in accordance with the requirements of the applicable legislation, organization or institution or (b) for personal practice, study or use which is not strictly private in nature or (c) for inclusion in any daily or weekly newspaper or magazine (whether or not in digital form) or in a broadcast of a radio or television programme, unless these General Terms and Conditions expressly state otherwise.

11.3 No clause in the agreement entered into with the client or resulting agreements between Promotion Care and the client shall be deemed to be a full or partial transfer to the client of rights as referred to in clause 11.1, unless explicitly General Terms and Conditions of Sale and Delivery of Promotion Care B.V. 11

otherwise agreed in writing. The Client acknowledges these rights and shall refrain from any form of (in)direct infringement of these rights under penalty of forfeiture of an immediately payable fine of €2,500 for each violation and/or each week that the violation continues, without prejudice to Promotion Care’s other rights in this respect, including the right to compliance and/or full compensation.

11.4 If the Client becomes aware that third parties are infringing the rights referred to in Article 11.1, the Client must immediately inform Promotion Care of this in writing. Without written permission from Promotion Care, the Client shall in no way take action itself in or out of court against such an infringement. If Promotion Care decides to take action in or out of court against infringing third parties, the Client must provide all the cooperation requested by Promotion Care.

11.5 The Client is not allowed to change or remove, or arrange for the changing or removal of, any indication of rights as referred to in Article 11.1 or any indication of trademarks or trade names of Promotion Care or third parties in or on goods or products delivered or made available to it and/or documentation or data carriers made available to it by Promotion Care in connection with the execution of work and/or services.

Article 12 Promotion Care’s liability and indemnity.

12.1 Although the utmost care has been taken with regard to the content of the goods, products, work and/or services supplied by Promotion Care, the absence of any errors or omissions cannot be guaranteed. Promotion Care and/or its associated producers of goods, products, work and/or services shall not be liable in any way for any errors or omissions, or for the use by the client of said goods, products, work and/or services. Promotion Care therefore only accepts legal obligations for compensation to the extent that these are apparent from this article.

12.2 Barring intent or gross negligence on the part of Promotion Care and barring that which is stipulated in the previous paragraph, all liability on the part of Promotion Care, such as for trading losses, other indirect damage and General Terms and Conditions of Sale and Delivery of Promotion Care B.V. 12

damages resulting from liability to third parties, excluded. Promotion Care is therefore also not liable for:

a. infringement of patents, licenses or other rights of third parties as a result of, data provided by or on behalf of the client;

b. damage or loss, from whatever cause, of models, raw materials and other items made available by the client.

12.3 Only if it should be determined in court that Promotion Care, despite what is stated in the previous paragraphs, is liable for any damage, then Promotion Care’s total liability shall at all times be limited to compensation for direct damage up to a maximum amount equal to the price (excluding turnover tax) stipulated for that service. If the agreement is (primarily) a continuing performance agreement with a duration of more than one year, the aforementioned amount is set at the total of the payments (excluding turnover tax) stipulated for one year. In no event, however, shall the total compensation for direct loss per year exceed € 100,000 (in words: one hundred thousand euros). Direct damage in the sense of this article shall exclusively mean:

a. the reasonable costs that the client had to incur to make Promotion Care’s performance conform to the concluded agreement;

b. reasonable costs incurred in determining the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of this article;

c. reasonable costs incurred to prevent or limit damage, to the extent that the client demonstrates that these costs led to a limitation of direct damage within the meaning of this article.

12.4 Promotion Care’s total liability for damage due to death or physical injury or for material damage to goods shall never exceed the amount that is paid out under Promotion Care’s insurance policy, but in no event more than € 1,000,000.00 (in words: one million euros) per event. If the damage amounts to more than will be paid out under Promotion Care’s insurance, then that part which exceeds this amount will be for the account and risk of the client. General Terms and Conditions of Sale and Delivery of Promotion Care B.V. 13

12.5 Liability of Promotion Care for indirect damage, including consequential damage, lost profit, missed savings, damage due to business stagnation and any damage other than that referred to in the previous paragraphs of this article is excluded, except in the case of intent or gross negligence on the part of Promotion Care or third parties brought in by Promotion Care.

12.6 Promotion Care is also not liable for damage suffered by the Client or any third party, of whatever nature and for whatever cause, which is the result of incorrect and/or inexpert use by the Client or any third party of goods, products or work and/or services supplied or made available by Promotion Care.

12.7 Except in the cases mentioned in this article, Promotion Care has no liability for damages, regardless of the ground on which an action for damages is based.

12.8 The Client may only invoke the consequences of an attributable shortcoming in the fulfilment of an agreement entered into with Promotion Care, after the Client has given Promotion Care proper written notice of default and Promotion Care continues to fall short even after the expiry of the reasonable period set for this. The notice of default must contain as detailed a description as possible of the shortcoming, in order to enable Promotion Care to respond adequately.

12.9 A condition for any right to compensation is always that the Client must report the damage in writing to Promotion Care as soon as possible, but no later than fourteen days after it occurs.

12.10 A series of related damaging events shall be considered as one event for the purposes of this article.

12.11 The Client indemnifies Promotion Care against all claims from third parties relating to goods or products supplied and/or made available by Promotion Care, or work and/or services carried out, unless it is established in law that these claims are a direct result of gross negligence or intent on the part of Promotion Care, and the Client can also demonstrate that he is not at fault in any way in this regard. General terms and conditions of sale and delivery Promotion Care B.V. 14

12.12 Promotion Care shall never be liable for damages not mentioned in this article.

Article 13 Termination of the agreement

13.1 Promotion Care is entitled to dissolve the agreement with the client with immediate effect for the future by means of a written notification without (further) prior notice of default if:

a. client fails imputably in the fulfillment of any obligation incumbent upon it despite proper notice of default;

b. Client is granted suspension of payment (provisional or otherwise) or Client is declared bankrupt, Client files a request for application of a debt restructuring scheme, or Client is placed under guardianship or administration;

c. the client’s goods are seized in respect of his debts and this seizure is maintained for more than two months;

d. Client ceases all or part of its business operations or otherwise liquidates and/or substantially modifies or transfers its business operations to a third party without Promotion Care’s prior written consent.

13.2 If one of the cases mentioned in the previous paragraph occurs or threatens to occur, the Client must inform Promotion Care of this immediately in writing. If Promotion Care has good reason to believe that one or more of the cases mentioned in the previous paragraph is occurring or is threatening to occur, and the client refuses to provide Promotion Care with clarification on this or does not respond to a request to do so, Promotion Care is also entitled to cancel all or part of the agreement by means of a written notification without (further) prior notice of default, or to cease further work and/or services or deliveries, without being obliged to pay any compensation or payment, without prejudice to Promotion Care’s right to full compensation. General terms and conditions of sale and delivery Promotion Care B.V. 15

13.3 In the event of termination of the Agreement, all payments owed by the Client to Promotion Care shall be immediately due and payable in full.

13.4 Promotion Care shall never be obliged to compensate the client or make any payment on account of the aforementioned termination of the agreement, without prejudice to Promotion Care’s right to full compensation for breach by the client of its obligations as referred to above and without prejudice to Promotion Care’s other rights in this respect.

Article 14 Applicable law and disputes

14.1 Every legal relationship between Promotion Care and the Client shall be governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.

14.2 All disputes arising from or relating to an agreement entered into by Promotion Care with the Client shall be submitted exclusively to the competent court in The Hague, unless the subject of the dispute falls within the competence of the subdistrict court, in which case the court designated by law shall be (also) competent, or if Promotion Care chooses to adjudicate the court designated by law.

14.3 These terms and conditions were originally drafted in the Dutch language. If a translation of these conditions differs in any way from the original Dutch version, the Dutch text shall prevail.