This document contains the general purchasing and (sub)contracting conditions of Smicon Works B.V.

GENERAL

ARTICLE 1: APPLICABILITY

1.1 “Client” is the natural person, legal entity or partnership that uses these purchasing conditions. The other party is referred to as “Contractor”. In these conditions, “Principal” refers to the client of the Client. In addition, “the work” also includes the performance of services.

1.2 Articles 1 to 23 of these conditions apply to all offers made to the Client and agreements concluded with the Client and to all agreements resulting from this, insofar as the Client is the purchaser or client. If these offers or agreements relate to (sub)contracting of work or the performance of services, articles 24 to 32 of these conditions also apply.

1.3 Deviations from these general purchasing and (sub)contracting conditions only apply if they have been confirmed in writing by the Client to the Contractor.

1.4 In the event of a conflict between the content of the agreement concluded between the Client and the Contractor and these general conditions, the provisions of the agreement shall prevail.

ARTICLE 2: COSTS OF OFFERS

Any costs associated with making offers or price quotations, including the costs of advice, drawings and the like made by or on behalf of the Contractor, shall not be reimbursed by the Client.

ARTICLE 3: DELIVERY TIME AND PENALTY

3.1 A specified delivery time or execution period is fatal. The Contractor is legally in default by exceeding the delivery time or execution period. As soon as the Contractor knows or should know that the execution of the agreement will not take place, will not take place on time or will not take place properly, he will immediately notify the Client of this.

3.2 Contractor is liable for all damage suffered by Client as a result of exceeding the delivery time and/or execution period as referred to in paragraph 1 of this article.

3.1 For each day of delay in the delivery time or execution period, Contractor shall forfeit to Client an immediately due fine of € 1,000 per day. This fine may be claimed in addition to compensation for damages under the law.

ARTICLE 4: PRICES

4.1 The prices stated in the offer are based on delivery as referred to in article 5, paragraph 1, of these conditions.

4.2 All prices are expressed in euros, fixed, excluding VAT and including proper packaging.

4.3 Any increase in cost-determining factors that occurred after the conclusion of the agreement shall remain at the expense of Contractor, regardless of the period that has elapsed between the conclusion of the agreement and its execution.

ARTICLE 5: DELIVERY AND TRANSFER OF RISK

5.1 Delivery will take place at the time that the Contractor makes the goods available to the Client at the business location, unloaded. Until that time, the Contractor will bear, among other things, the risk of the goods for storage, loading, transport and unloading. The Contractor is obliged to insure itself against these risks at its own expense.

5.2 The Client and the Contractor may agree that the Client will arrange for the transport. The risk of, among other things, storage, loading, transport and unloading will also rest with the Contractor in that case. The Contractor can insure itself against these risks.

5.3 If the goods are collected by or on behalf of the Client, the Contractor must provide assistance with loading without charging any costs for this.

ARTICLE 6: INSPECTION AND INSPECTION

6.1 The Client has the right at all times to inspect or inspect the ordered or delivered goods and/or the work (in progress). In that case, the Contractor will provide such facilities as may reasonably be required for this purpose.

6.2 The Client is at no time obliged to inspect or approve the ordered or delivered items and/or the work (in progress) and may assume that the ordered or delivered items and/or the work (in progress) are sound.

6.3 The costs of the inspection/approval referred to in paragraph 1 of this article shall be borne by the Contractor if these items/the work are rejected by the Client. Inspection or approval does not release the Contractor from any guarantee or liability, such as those arising from these conditions, the agreement or the law.

ARTICLE 7: REJECTION

7.1 If the items or the work delivered by the Contractor do not comply with the agreement, the Client has the right to reject them. Receipt of the items or payment for the items or the work does not imply acceptance thereof.

7.2 If the Client rejects the delivered goods and/or the work, the Contractor is obliged, within a period to be determined by the Client:

• a. to ensure free repair or, at the Client's discretion;
• b. to ensure free replacement of the goods and/or to (have) the work carried out in accordance with the agreement.

7.3 If the Contractor does not, does not within the set period or does not to the Client's satisfaction comply with its obligation referred to in paragraph 2 of this article, the Client is entitled to (have) the work referred to in paragraph 2 of this article carried out itself or by a third party at the Contractor's expense.

Article 8: Intellectual property rights

8.1 'Intellectual property rights' includes, among other things, copyrights, database rights, model rights, trademark rights, patents, topographies, or the right to obtain these Intellectual property rights by application, filing, registration or otherwise. 8.2 ‘Intellectual property rights to the work’ are all intellectual property rights that rest on the work, the performance to be delivered, on the goods and on the resources such as drawings, models, moulds, dies and tools, created during or for the purpose of the execution of the agreement between Contractor and Client.
8.3 All intellectual property rights to the work belong to Client. Client is considered to be the creator, designer or inventor of the works created within the framework of the agreement. Client therefore has the exclusive right to apply for a patent, trademark or model. If the performance (also) consists of existing intellectual property rights, Contractor transfers these rights, to the extent possible, now for then to Client and will immediately perform any additional actions required for the transfer at Client’s first request.
8.4 Client does not owe Contractor any compensation for (the transfer of) the intellectual property rights to the work. 8.5 The Contractor waives the personal rights referred to in Article 25, paragraph 1 under a of the Copyright Act. Insofar as changes to the work, the items or the name thereof are concerned, the Contractor also waives the personal rights referred to in Article 25, paragraph 1 under b and c of the Copyright Act. The Contractor shall not invoke the authority granted in Article 25, paragraph 4 of the Copyright Act.
8.6 The Contractor guarantees that the items to be delivered by him to the Client, the work to be performed and the intellectual property rights to the work do not infringe the rights of third parties, including intellectual property rights, and indemnifies the Client against all claims on that account. The Contractor shall compensate the Client for all damages resulting from any infringement, including the (full) costs of defence.

Article 9: Source code and user license for computer software

9.1 If the performance to be delivered by the Contractor consists (partly) of the delivery of computer software that has been developed specifically for the Client, the Contractor shall transfer the source code to the Client.
9.2 If the performance to be delivered by the Contractor consists of the delivery of computer software that has not been developed specifically for the Client, the Client shall - in deviation from article 8, third paragraph of these terms and conditions - obtain a non-exclusive, worldwide and perpetual user license for that part of the computer software for the purpose of normal use and proper operation of the item. If a part of the computer software has been developed specifically for the Client, articles 8 and 9, first paragraph of these terms and conditions shall apply in full to that part. The Client is permitted to transfer the license or to issue a sublicense. In the event of sale of the item by the Client to a third party, the license shall automatically be transferred to the purchaser of the item. 9.3 The Client shall not owe the Contractor any compensation for obtaining the source code referred to in the first paragraph of this article or the user license referred to in the second paragraph of this article.

Article 10: Confidentiality and relationship clause

10.1 All information provided by or on behalf of the Client to the Contractor (such as models, design data, images, drawings, know-how and other documents etc.) of whatever nature and in whatever form, are confidential and will not be used by the Contractor for any purpose other than the performance of the agreement.
10.2 The information referred to in paragraph 1 of this article will not be made public or reproduced by the Contractor.
10.3 The Contractor will in no way directly or indirectly make price quotations or offers to the Principal that relate to the matter or work that is the subject of the agreement between the Client and the Contractor.

Article 11: Penalty

In the event of a violation of the provisions of article 9, first paragraph or article 10, he will owe an immediately claimable penalty of € 25,000 per violation. This penalty can be claimed in addition to compensation for damages under the law.

Article 12: Resources

12.1 All resources, such as drawings, models, moulds, dies and tools, which are made available to the Contractor by the Client for the performance of an agreement or which the Contractor has made or had made specifically in the context of the agreement with the Client, remain or become the property of the Client under all circumstances, regardless of whether or not they have been paid for.
12.2 All resources and all copies made thereof must be made available to the Client upon first request or returned to the Client.
12.3 As long as the Contractor has the resources in its possession, the Contractor must provide them with an indelible mark indicating that they are the property of the Client. The Contractor will inform third parties who wish to recover these resources of the Client's right of ownership.
12.4 Without prejudice to the provisions of article 10 of these terms and conditions, the Contractor will only use the resources referred to in this article to perform deliveries and work for the benefit of the Client and will not show them to third parties unless the Client has given express written permission to do so. The Contractor bears the risk of loss, disappearance, destruction or damage and is obliged to insure this risk at its own expense.

Article 13: Liability

13.1 The Contractor is liable for all damage, including fines, caused by a shortcoming or unlawful act of the Contractor.

13.2 The Contractor indemnifies the Client against all claims from third parties for compensation for damage as referred to in the first paragraph.

Article 14: Insurance

The Contractor is obliged to have taken out adequate insurance that covers any damage that the Client suffers due to a shortcoming or unlawful act of the Contractor or third parties engaged by it. At the first request of the Client, the Contractor shall provide copies of the relevant policy and proof of premium payment.

Article 15: Termination or cancellation of the agreement

The Client is at all times entitled to terminate or cancel the agreement with immediate effect against payment of a fee equal to the actual costs incurred by the Contractor and a reasonable profit margin. The burden of proof for costs incurred and a reasonable profit margin lies with the Contractor.

Article 16: Warranty

16.1 The Contractor guarantees the proper execution of the agreed performance for a period of 24 months after commissioning.
16.2 In the event that the delivered goods or the work have not been put into use within 6 months after delivery, the warranty applies for a period of 30 months after delivery.
16.3 If the agreed performance has not been properly performed, the Contractor will immediately perform the performance properly, whereby the Client can choose between repair or replacement, without prejudice to all other rights that the Client is entitled to under the law.
16.4 The Contractor shall bear all costs associated with repairing the defect or replacing the goods and/or the work. This also includes the costs for putting the goods and/or the work into use after said repair or replacement. If the goods and/or the work belong to a larger object, the costs for putting that larger object into use shall also be borne by the Contractor. 16.5 If the Contractor fails to meet its warranty obligation, the Client has the right to perform the warranty work itself or have it performed by third parties at the Contractor's expense.

Article 17: Payment

17.1 Unless otherwise agreed, payment will be made within 30 days of the invoice date.
17.2 In the event of advance payment or payment in instalments, the Client has the right to require the Contractor to provide sufficient security for compliance in the Client's opinion. If the Contractor fails to do so within the set term, it will immediately be in default. In that case, the Client has the right to terminate the agreement and recover its damages from the Contractor.

Article 18: No offset and suspension by the Contractor

The right of the Contractor to offset any claims it may have against the Client or to suspend compliance with its obligations is excluded, unless the Client has been granted a moratorium or has been declared bankrupt or the statutory debt restructuring scheme applies to the Client.

Article 19: Transfer of ownership in advance

At the first request of the Client, the Contractor is obliged to transfer the ownership of the goods to be delivered, or the materials, components and/or construction parts from which the goods will be assembled or manufactured, in advance to the Client. The Contractor will immediately perform all additional actions required for this transfer.

Article 20: Prohibition of right of retention

20.1 The Contractor is at all times prohibited from exercising a right of retention on goods of the Client that he has in his possession, for whatever reason.
20.2 In the event of a violation of the provisions of paragraph 1 of this article, the Contractor shall owe an immediately claimable fine of € 250 per day with a maximum of € 25,000. This fine may be claimed in addition to compensation for damages under the law.

Article 21: Set-off and suspension by the client

21.1 The client is authorised to set off any debts owed to the contractor against:

• a. claims of the contractor against the client.
• b. claims of companies affiliated with the client against the contractor;
• c. claims of companies affiliated with the contractor.

21.2 The client is further authorised to set off its claims against the contractor against debts of companies affiliated with the client owed to the contractor.
21.3 Affiliated companies as referred to in this article are understood to mean the companies that belong to the same group, within the meaning of article 2:24b BW, and a participation within the meaning of article 2:24c BW.
21.4 If the contractor fails to meet its obligations, the client may suspend its payment obligations until the contractor has met its obligations.

Article 22: Transfer and pledging of claims

The Contractor may not transfer or pledge claims arising from the agreement with the Client. This provision has effect under property law.

Article 23: Applicable law and competent court

23.1 Dutch law applies.
23.2 The Vienna Sales Convention (C.I.S.G.) does not apply, nor does any other international regulation the exclusion of which is permitted.
23.3 The Dutch civil court that has jurisdiction in the place of establishment of the Client shall hear disputes. The Client may deviate from this jurisdiction rule and apply the statutory jurisdiction rules.

(Sub)contracting of work/services

Article 24: Prohibition on further subcontracting/hiring of personnel

24.1 Without the prior written consent of the Client, the Contractor may not outsource the work, or parts thereof, to another party or hire personnel to perform (parts of) it. 24.2 If the Client gives permission for outsourcing or hiring, the provisions of Articles 25, 26 and 27 shall apply in any case. The Contractor is also obliged to impose the provisions of these articles on its contractual partner and also to stipulate that this contractual partner fully includes these obligations in agreements that it enters into for the purpose of performing (parts of) the work.

Article 25: Chain liability in case of subcontracting

25.1 If chain liability for payroll taxes in case of subcontracting applies, the Contractor is obliged to have a blocked account and to provide the Client with a copy of the original g-account agreement at the first request of the Client.
25.2 The Client is always entitled to pay the agreed part of an invoice amount to the Contractor by depositing it into its g-account. If no part has been agreed in advance, the Client will determine which part of the invoice amounts it deposits into the g-account. Each deposit into the g-account by the Client is to be considered a liberating payment to the Contractor.
25.3 The Contractor is obliged to provide the Client with a new, original statement of payment behaviour issued by the Tax Authorities every three months.
25.4 The subcontractor is obliged to provide the following information in writing of all employees to be deployed (directly or indirectly) before commencement of the work:

• a. Name, address and place of residence;
• b. Date of birth;
• c. Citizen service number (BSN);
• d. Nationality;
• e. Type of identity document, number and validity period;
• f. If applicable: the presence of an A1 declaration, residence permit, work permit and online notification to the Ministry of Social Affairs and Employment.

25.5 All workers to be deployed by the Contractor - being all persons who come to perform work - must carry an original and valid identity document and - if applicable - residence documents, work permits and A1 declarations with them prior to and during the work for the purpose of inspection(s) to be carried out by the Client. The Client is authorised to deny a worker who does not comply with this access to the location where the work is being carried out or to send the worker away from this location. The Contractor is liable for all damage resulting from this. 25.6 The Contractor must organize its administration in such a way that the following documents or data can be found therein immediately or almost immediately:

• a. the agreement or the content thereof on the basis of which it has performed the service provided by it to the Client;
• b. the data regarding the performance of that agreement, including a registration of the persons who performed work and of the days and hours during which those persons performed work;
• c. the payments made in connection with the aforementioned agreement.

25.7 In the event of bankruptcy of the Contractor, the Client is entitled to suspend its payment obligations until the Client has received a statement from the Tax Authorities stating whether, and to what amount, it is held liable for payroll taxes and VAT that have not been paid by the Contractor. The Client may deduct the amount that the Client must pay to the Tax Authorities from any amount it may still owe the Contractor.

25.8 The Contractor is obliged to immediately provide all information that the Client deems necessary for its administration or that of its Principal at the first request of the Client.

Article 26: Invoicing

26.1 The invoices of the Contractor must meet the requirements of article 35a of the Turnover Tax Act 1968. In addition, the Contractor must clearly and concisely state on the invoices:

• a. the date of issue;
• b. a consecutive number, with one or more series, by which the invoice is uniquely identified;
• c. the name and address of the Client;
• d. the name and address of the Contractor;
• e. whether or not the reverse charge mechanism with regard to turnover tax applies and, in the latter case, the amount of turnover tax;
• f. the VAT identification number of the Contractor;
• g. the VAT identification number of the Client, if the VAT payment has been transferred to the Client.
• h. the invoice amounts, split for each rate and then subdivided into unit price and any discounts applied.
• i. The number or reference, if available, of the agreement for which the Contractor has performed the invoiced service(s);
• j. The period(s) in which the service(s) were performed;
• k. The name or reference of the work to which the payment relates;
• l. If applicable: the number of the Contractor's g-account;
• m. the size of the wage costs and (separately) the percentage of payroll taxes on the wage amount.

26.2 The Contractor must include a specification of hours worked with each invoice. With regard to deployed employees, the specification must include at least the initials, surname and date of birth of these employees and the days and hours that these employees performed work. The Contractor must also submit a document showing that he is entitled to payment, such as a signed executor's note. 26.3 The Client will only pay invoices after the work or the part of the work to which an instalment payment relates has been approved by him and the invoices also meet the requirements of this article.

Article 27: Hiring of personnel by the Contractor

27.1 If the Contractor hires personnel to perform the work, he is obliged to comply with the following provisions:

• a. The Contractor will deposit 25% of each invoice amount (including VAT) into the g-account of the lender. In the event of VAT transfer, this is 20%;
• b. The Contractor must state the invoice number and any other identification data of the invoice with each payment;
• c. The Contractor's administration must provide direct insight into the data of the hiring, the man-hours administration and the payments;
• d. The Citizen Service Numbers of the hired employees must be known to the Contractor;
• e. The Contractor must be able to demonstrate the identity of the hired employees and the presence of any residence or work permits.

27.2 The Contractor may only hire personnel from a lender that complies with NEN 4400-1 or NEN 4400-2 and is included in the register of the Stichting Normering Arbeid (SNA).
27.3 The Contractor is obliged to agree with the lender that the lender must state on invoices:

• a. The number or reference of the agreement to which the invoice applies;
• b. The period or periods to which the invoice applies;
• c. The description or reference of the work to which the invoice applies.

Article 28: Indemnification of payroll taxes and VAT

28.1 Contractor indemnifies Client against claims from the Tax Authorities or the UWV in connection with:

• a. payroll tax and national insurance contributions not paid by Client.
• b. payroll taxes (payroll tax and social insurance contributions) and VAT not paid by Contractor;
• c. payroll taxes not paid by all parties to whom (parts of) the work has/have been outsourced;
• d. payroll taxes and VAT not paid by all parties from whom personnel has been hired to perform (parts of) the work.

28.2 In particular, Contractor shall, upon Client's first written request, immediately reimburse Client for the following costs to the bank account number of Client's choice:

• a. Client's full legal costs relating to legal measures taken by the competent authority at Client's expense, insofar as those legal measures relate to the provisions of paragraph 1 of this article;
• b. All other costs related to legal measures as described under a, including court fees and expert fees;
• c. The costs of everything that the Client may be ordered to pay to the competent authority in connection with the provisions of paragraph 1 of this article and the judgment of which can be enforced.
• d. Other costs related to the provisions of paragraph 1 of this article and to be borne by the Client.

28.3 The Client is authorized to offset what the Contractor must pay him on the basis of paragraphs 1 and 2 of this article against what he still owes the Contractor on any grounds whatsoever.

Article 29: Chain liability for wages (Law on tackling bogus constructions)

29.1 The Contractor is obliged to:

• a. comply with applicable laws and regulations and an applicable collective labor agreement in the performance of the work.
• b. record all employment conditions agreements for the performance of the work in a clear and accessible manner.
• c. to provide access to these employment conditions agreements to competent authorities upon request and to cooperate in checks, audits or wage validation.
• d. to provide access to these employment conditions agreements to the Client upon request if the Client deems this necessary in connection with the prevention or handling of a wage claim regarding work performed for the purpose of executing the work.

29.2 If the Contractor breaches the obligations under this article, this gives the Client the right to terminate the agreement in whole or in part – after notice of default.
29.3 The Contractor indemnifies the Client against claims from employees on the basis of articles 7:616a and 7:616b of the Dutch Civil Code for failure to pay the wages due. 29.4 In the event that the Contractor outsources (parts of) the work, he is obliged to impose the obligations referred to in paragraph 1 of this article on the party to whom (parts of) the work is/are outsourced and also to stipulate that the third party engaged includes these obligations in full in agreements that it enters into for the purpose of performing (parts of) the work.

Article 30: Organisation of the work

30.1 The Contractor is obliged to follow only the orders and instructions given by the Client.
30.2 The Client has the authority to deny access to the work to the Contractor's workers or to have them removed, for example due to unsuitability, disturbance of the peace, misconduct, etc., without further compensation for any damage suffered by the Contractor as a result.
30.3 The working and rest times at work and the rest, public holidays, vacations or other days off generally or locally recognized, prescribed by the government or on the basis of a collective labor agreement, also apply to the Contractor and his workers who perform work at the work. Any resulting damage for the Contractor cannot be recovered from the Client. The latter also applies if the services of the Contractor cannot be used due to strikes or other causes at the Client or at third parties. 30.4 Unless otherwise agreed, the Contractor must ensure that a permanent foreman is present at the work site from the start of the work up to and including delivery, with whom both organizational and technical agreements can be made. His name must be known to the persons or bodies designated by the Client.
30.5 The Contractor must provide his employees with the correct personal protective equipment and ensure that it is used correctly. All costs arising from this shall be borne by the Contractor.
30.6 The Contractor must ensure that the staffing level is such that the execution of the work is fully adapted to the planning established by the Client and must be such that other work does not come to a standstill. If the Client changes the planning/progress, the Contractor is obliged to adapt to this. Changes in the staffing level are only permitted after permission from the Client. 30.7 If the Contractor is co-insured under a CAR policy of the Client or its Principal and damage occurs caused by the Contractor, the Contractor must reimburse the Client for the deductible, uncovered damage and the costs to be incurred.
30.8 The Contractor is obliged to ensure that equipment that can be regarded as a motor vehicle (WAM-liable equipment) is adequately insured. The work risk must also be insured. In addition, the Contractor must also have taken out adequate insurance for the risk of damage caused by or related to the use of other equipment deployed by the Contractor.
30.9 With regard to cables, pipes and other above-ground and underground properties of third parties, the Contractor remains obliged at all times to ensure that the location is located. The Contractor must inform the Client of any damage without delay. 30.10 Required materials such as scaffolding, aerial work platforms, hoisting equipment and small materials including hand tools, measuring equipment, mobile scaffolding, ladders and steps etc., are provided by the Contractor and are included in the total price.
30.11 If work has to be carried out on or to parts of the work that have already been completed, such as plastered walls, tiling, painting etc., the Contractor must take protective measures to prevent damage and/or contamination. Damage and/or contamination observed after or during the work is deemed to have been caused by the Contractor.
30.12 After completion of the work, the Contractor must deliver the work broom clean and leave the construction site clean.

Article 31: Work permits

31.1 The Contractor is obliged to strictly comply with the provisions of the Foreign Nationals Employment Act (hereinafter: “Wav”). The Contractor may only have persons perform work on the work site who are in possession of all required documents and permits and in particular, but not exclusively, the required work permits or combined permits for residence and work.
31.2 The Contractor shall indemnify the Client against all claims from third parties, including, for example, fines from the Social Affairs and Employment Inspectorate, which are the result of a breach by the Contractor of the provisions of paragraph 1 of this article.
31.3 If the Client has been imposed an administrative fine for its intentional or gross negligent failure to comply with the obligations under the Wav, the Client may not recover this fine from the Contractor, notwithstanding paragraph 2 of this article.

Article 32: Permits and safety measures

The Contractor shall arrange for the permits and safety measures required in connection with the deliveries to be made and the execution of the work accepted by it at its own expense.