General Conditions

GENERAL TERMS AND CONDITIONS OF MERKENBUREAU HENDRIKS & CO. BV

General

1. These General Terms and Conditions apply to all assignments instructed to Merkenbureau Hendriks & Co. BV as well as subsequent orders. The applicability of the principal's general terms and conditions is expressly excluded.

2. All assignments are only accepted and executed by Merkenbureau Hendriks & Co. BV. Applicability of Article 7:404 and Article 7:407 paragraph 2 Civil Code is explicitly excluded. Third parties cannot derive any rights from the work performed and the results thereof.

3. In carrying out its tasks Merkenbureau Hendriks & Co. BV may engage third parties. This will be subject to due diligence. Merkenbureau Hendriks & Co. BV is authorized without prior consultation with the principal to accept any limitation of liability on the part of the third party (also) on behalf of the principal. In no case shall Merkenbureau Hendriks & Co. BV be liable for errors and omissions of third parties.

Activities

4. The obligation arising out of the assignment consists of an effort in good faith, is not an obligation of result and is based on information provided by the principal and the nature of the assignment. If the principal desires limitations regarding the performance of the assignment, it is up to him to indicate in writing what those limitations should be.

Liability

5. Merkenbureau Hendriks & Co. BV is solely responsible for shortcomings in the performance of the assignment insofar as they result from the nonobservance by Merkenbureau Hendriks & Co. BV of the care, expertise and professionalism that may be expected within the framework of the assignment concerned. The liability for damage caused by shortcomings is limited to the fees charged by Merkenbureau Hendriks & Co. BV for its activities within the framework of that assignment. For assignments that run for more than half a year a further limitation of liability shall be to the amount invoiced during the last six months. Any claims by the principal in this sense have to be filed within three months after the damage has been discovered, failing which the principal's rights to compensation have lapsed.

Force majeure

6. In the event of force majeure Merkenbureau Hendriks & Co. BV is entitled to suspend the execution of the assignment without court intervention or to dissolve the same entirely or in part, without being liable to any compensation or fine.

Remuneration

7. Billing of the activities by the company ordered by the principal takes place (1) in accordance with fixed tariffs and/or (2) on the basis of the time spent on the activities in accordance with hourly rates established by the company, increased by office expenses, fees and VAT. The fixed tariffs do not include expenses varying from one case to another such as - but not limited to - office costs, the preparation of prints, collecting and translating documents, extracts, legalizations, expenses for publication, dealing with objections from or against third parties, nor currency exchange fluctuations. Estimates of costs therefore only have an indicative character and do not bind the company.

Payment

8. Payment is due within 10 (ten) days after the date of the invoice.

In the event of non prompt payment, as well as in the event of bankruptcy, suspension of payment, termination of the enterprise or liquidation of the debtor, the invoice will fall due on call without any further summons or declaration in default being required.

Merkenbureau Hendriks & Co. BV will then be entitled to immediately cease all of its activities on behalf of the principal without becoming in any way liable for damages towards the principal.

In the event that the principal is in default, he will owe the company an amount of 1% per month or part thereof on the amount of the outstanding claim(s). All and any collection costs reasonably incurred - including judicial and extrajudicial expenses and including fees of the collection agency - will be borne by the debtor in default. The extrajudicial collection costs amount to at least 15% of the amount due by the principal, with a minimum of € 75,00. Claims on debtors-corporate bodies, of which collection is or seems futureless, may be recovered from the natural person or corporate body who/which has instructed the company if such person or body knew or could reasonably have known that the debtor would or could not pay.

9. If the principal is different from the client, the client and the principal will be jointly and severally liable for the fees due to Merkenbureau Hendriks & Co. BV for the relevant services or activities, unless one or the other has been explicitly discharged from the joint and several liability.

10. If the principal challenges the accuracy of an invoice received then that objection shall be notified in writing and with reasons given within 10 days after the invoice date. An invoice not challenged within that period shall be considered correct between Merkenbureau Hendriks & Co. BV and the principal, and as acknowledged to be owed by the principal. A challenge does not affect the principal's obligation to pay.

Translations

11. Without prejudice to the above-mentioned limitations with regard to liability, translation orders are accepted by Merkenbureau Hendriks & Co. BV applying the general terms and conditions of the Netherlands Interpreters and Translators Guild "Nederlands Genootschap van Tolken en Vertalers" (NGTV) (www.ngtv.nl), as these read now or will read then.

Other

12. After termination of the assignment, provided that what is due by the principal with respect to the commission has been paid, at the request of the principal all documents received from the principal and other documents forming part of the file (or copies thereof) shall be made available to the principal. No appeal can be made on any obligation of Merkenbureau Hendriks & Co. BV to retain its file or the documents forming part thereof after expiration of a term of five years following termination of the assignment or as the case may be the last invoice sent therein.

13. All assignments are governed by Netherlands law. The competent judge in Amsterdam is exclusively entitled to take note of disputes.

14. These General Terms and Conditions are available in Dutch and English. The Dutch text shall prevail in case of any difference in content or scope.