GENERAL TERMS AND CONDITIONS FOR CONSULTANCY SERVICES

These  General Terms and Conditions shall apply to all consultancy services  proposed or provided by the Consultant, which are delivered entirely or  partially to the Client.

1. DEFINITIONS

In  these General Terms and Conditions, the following definitions are  applicable: “Client” means the organization or company with whom the  Contract is entered into;

“Confidential  Information” means any information related to the Engagement disclosed  by the Client to the Consultant and by the Consultant to the Client,  respectively, either directly or indirectly. Confidential Information  may include, by way of example but without limitation, products,  specifications, formulae, equipment, formulas, models, employee  interviews, records, quality monitoring schemes/programs, training  materials, business strategies, customer lists, know-how, drawings,  pricing information, inventions, ideas, and other information, or its  potential use, that is owned by or in possession of the Client and the  Consultant, respectively;.

“Consultant” means.; The user of these Terms and Conditions;

“Contract”  means the contract between the Client and the Consultant which defines  the scope of the Engagement and the services to be rendered by the  Consultant, as well as the fee schedule for said services. More  specifically, the Contract shall consist of the Purchase Order, these  Terms and Conditions and any other documents (or parts thereof)  specified in the Purchase Order;

“the  Engagement” means any agreement, in whatever form, reached between the  Consultant and the Client pursuant to which the Consultant agrees to  render services to the Client in exchange for a fee plus costs;

“Force  Majeure” means any cause beyond the reasonable control of the affected  party, including, but not limited to, any act of God, war, riots, acts  of the public enemy, fires, strikes, labour disputes, accidents, or any  act in consequence of compliance with any order of any government or  governmental authority;

“Project” means the services to be provided by the Consultant to the Client as specified in the Purchase Order;

“Purchase Order” means the document (i) setting out the services to be

provided by the Consultant to the Client and (ii) listing any documents and the like

to be provided by the Client to the Consultant such that the Consultant may perform the Project;

“Subcontractor”  means either an affiliate or subsidiary of the Consultant, or an  independent contractor, respectively, which is qualified to perform the  applicable services as contemplated by the Engagement and the Contract,  and has been contracted by the Consultant accordingly, as evidenced by  an agreement in writing.

2. GENERAL

2.1  These General Terms and Conditions govern the provision of all services  from or on behalf of the Consultant to the Client and apply to all  legal relationships between the Consultant and the Client.

2.2  These General Terms and Conditions supersede any and all prior oral and  written quotations, communications, agreements and understandings of  the parties and shall apply in preference to and supersede any and all  terms and conditions of any order placed by the Client and any other  terms and conditions submitted by the Client. Failure of the Consultant  to object to terms and conditions set by the Client shall in

no  event be construed as an acceptance of any terms and conditions of the  Client. Neither the Consultant’s commencement of performance nor the  Consultant’s delivery of services shall be deemed or constituted as  acceptance of any of the Client’s terms and conditions. Any  communication or conduct of the Client which confirms an agreement for  the provision of services by the Consultant, as well as acceptance by  the Client of any provision of services from the Consultant shall  constitute an unqualified acceptance by the Client of these General  Terms and Conditions.

2.3 By  contracting on the basis of these General Terms and Conditions, the  Client agrees to the applicability thereof in respect of future  agreements between itself and the Consultant, even if this is not  expressly stated.

3. PERFORMANCE OF THE PROJECT

3.1  The Consultant shall determine the manner in which and the person by  whom the Engagement will be carried out, taking into account, as far as  is feasible, the reasonable requests expressed by the Client.

3.2 The Consultant shall complete the Project with reasonable skill, care and diligence in accordance with the Contract.

3.3  The Client hereby accepts that the time schedule allocated for the  performance of an Engagement may be subject to change in case of  amendment to the Engagement and/or the services to be provided  thereunder after conclusion of the Engagement.

3.4  In case of any change of circumstances under which the Engagement is to  be performed which cannot be attributed to the Consultant, the  Consultant may make any such amendments to the Engagement as it deems  necessary to adhere to the agreed quality standard and specifications.  Any costs arising from or related to this change of circumstances will  be fully borne by the client.

3.5  The Consultant may, at its discretion and, where possible, in  consultation with the Client, replace the person or persons charged with  performing the Engagement, if

and in so far as the Consultant believes that such replacement would benefit the performance of the Engagement.

3.6  The Consultant shall provide the Client with such reports of his work  on the Project at such intervals and in such form as the Client may from  time to time require. The Client has the right to notify the Consultant  that it wishes to modify its requirements in relation to the Project.  Such modifications shall not enter into effect until the parties have  agreed on the consequences thereof such as to the Contract fee and the  completion date of the Project.

4. SUBCONTRACTORS

The  Consultant shall be free to involve Subcontractors, availing of  specific expertise, in the performance of the Project, provided that the  Consultant shall have these third parties enter into confidentiality  obligations similar to the confidentiality obligations applicable to the  Consultant. If requested by the Client, the Consultant shall identify  these Subcontractors, specifying in each case their specific expertise.

5. CLIENT’S OBLIGATION

5.1  The Client shall at all times duly make available to the Consultant all  information and documents that the Consultant deems necessary to be  able to carry out the Engagement correctly, in the specified form and  manner. Also, the Client shall provide all cooperation required for the  proper and timely performance of the Engagement.

5.2  The Client guarantees that Consultant’s employees can at all times work  under safe conditions, in accordance with the relevant health and  safety regulations and environmental rules, and shall indemnify and hold  harmless the Consultant against all loss, expense or damage arising  from or relating to this guaranty by the Client.

5.3  The Client shall duly inform the Consultant of any facts and  circumstances that may be relevant in connection with the execution of  the Engagement.

5.4 Furthermore, the  Client shall guarantee the correctness, completeness and reliability of  any information provided to the Consultant.

6. FEES AND EXPENSES

6.1 The Client shall pay to the Consultant fees at the rate specified in the Purchase

Order.

6.2  Unless otherwise stated in the Contract, the Consultant shall be  entitled to be reimbursed by the Client for all traveling and lodging  expenses reasonably and properly incurred by him in the performance of  his duties hereunder subject to production of such evidence thereof as  the Client may reasonably require.

6.3  Unless otherwise stated in the Contract, payment will be made within  thirty (30) days of receipt of an invoice, submitted monthly in arrears,  for work completed. Payment shall be into the bank account mentioned in  the invoice.

6.4 Value Added Tax, where applicable, shall be shown separately on all invoices.

6.5  Any extra costs arising from or related to any delays in the completion  of the Engagement stemming from the failure of the Client to duly make  available to the Consultant the requested information and documentation,  shall be fully borne by the Client.

7. INTELLECTUAL PROPERTY

All  results generated by the Consultant in the Project, including reports,  other documents and materials, shall become the property of the Client.  The Consultant shall provide all reasonable assistance such that the  Client may apply for patents, copyrights and other intellectual property  rights in respect of these results.

8. CONFIDENTIALITY

8.1  The Consultant shall keep secret and not disclose and shall procure  that his employees keep secret and not disclose any Confidential  Information obtained by him during the performance of the Project. The  foregoing shall not

apply to information which (i) is or becomes part of the public domain without fault

on  the part of the Consultant; (ii) was already known by the Consultant,  other than under an obligation of confidentiality, at the time of  disclosure by the Client; (iii) is lawfully acquired by the Consultant  from a third party on a non-confidential basis;

or (iv) the Consultant is required to disclose pursuant to any law, lawful governmental, quasi-governmental or judicial order.

8.2  Except with the prior written permission of the Consultant, the Client  shall not publish or otherwise make available the contents of proposals,  reports, presentations, memos, or other communications by the  Consultant, unless these have been provided with the intention of  providing third parties with the information set out therein.  Furthermore, the Client shall not disclose any of the Consultant’s  methods and work strategies without the Consultant’s written permission.

8.3 The provisions of this Article 8 shall apply during the term of the Contract and for a period of five (5) years thereafter.

9. WARRANTIES, LIABILITY AND INDEMNIFICATION

9.1  The Consultant, and any person put forward by the Consultant to perform  the Project, shall not be liable if the services provided or the  results generated by him in the Project are not absolutely correct, nor  does the Consultant, or any person put forward by the Consultant to  perform the Project, warrant, either expressed or implied, that the  performance by him of the Project will not infringe upon intellectual  property rights of any third party.

9.2  The Consultant, nor any person put forward by the Consultant to perform  the Project, shall not be responsible for any loss, destruction or  damage of whatsoever nature (including injury or death) incurred by the  Client, its employees or third parties, resulting from the use of the  Project results by the Client, except to the

extent  that the same can be shown to be due to gross negligence or wilful  misconduct on the part of the Consultant or his employees. The Client  shall indemnify the Consultant accordingly.

9.3  The Client shall not be responsible for any loss, destruction or damage  of whatsoever nature (including injury or death) incurred by the  Consultant, its employees or third parties, related to the performance  by the Consultant of the Project, except to the extent that the same can  be shown to be due to gross negligence or wilful misconduct on the part  of the Client or its employees. The Consultant shall indemnify the  Client accordingly.

9.4 Should a  party be deemed liable to the other party, by way of indemnity or by  reason of breach of contract or otherwise, the Consultant’s liability  shall in aggregate not exceed the price for the Project. In any event,  neither party shall be liable to the other party for any consequential,  indirect, special, incidental or exemplary damages of any nature  whatsoever that may be suffered by the other party.

10. TERM AND TERMINATION

10.1  Any times or dates set forth in the Contract for provision or  completion by the Consultant of the services under the Project are  estimates only and shall never be considered of the essence.  Furthermore, the parties hereby acknowledge that the time schedule set  out for the performance of the Engagement may change during the course  of said performance. In no event shall the Consultant be liable for any  delay in providing these services.

10.2 Either party may terminate the Contract by notice in writing forthwith in the event the other party:

(i) is in default with respect to any material term or condition to be undertaken

by  it in accordance with the Engagement and / or the provisions of the  Contract, and such default continues unremedied for a period of thirty  (30) days after written notice thereof by the aggrieved party to the  defaulting party;

(ii) is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or

(iii)  shall make any assignment for the benefit of creditors or shall file  any petition in connection thereto, shall file a voluntary petition in  bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is  appointed for its business or property, or if any trustee in bankruptcy  or insolvency shall be appointed for that party (and is not dismissed  within sixty (60) days after appointment).

10.3  If the Client issues a termination notice, the Client shall be obliged  to pay the Consultant a compensation equal to the agreed fees  apportioned to the services already rendered by the Consultant, plus any  additional costs incurred by the Consultant as a result of said early  termination.

10.4 In case the  Consultant cannot be reasonably expected to complete the works due to  unforeseen circumstances, the Consultant may unilaterally terminate the  Contract and the Engagement. The Client shall be liable for payment of  an amount corresponding to the fees due for services already performed,  while being entitled to

receive the  (preliminary) results of the services already performed, without the  Client being entitled to derive any rights therefrom.

11. INDEPENDANCY

The Consultant shall perform the Contract as an independent contractor and shall not

be the servant or agent of the Client.

12. NOTICES

Any  notice given under or pursuant to the Contract shall be given in  writing and shall be given by mail, registered mail or by facsimile  transmission to the other party at the addresses mentioned in the  Purchase Order, or to such other address as a party may by notice to the  other have substituted therefore. Any such notice shall be deemed to  have been received on the second (2nd) business day following the date  of its mailing if sent by (registered) mail within The Netherlands, on  the seventh (7th) business day following the date of its mailing if sent  by (registered) mail outside The Netherlands or on the next business  day immediately following the date of transmission if sent by facsimile  transmission.

13. OBSERVANCE OF LEGAL REQUIREMENTS

13.1 The Consultant shall carry out his obligations under the Contract in a manner

that conforms to relevant legal requirements.

13.2  Without prejudice to the generality of Article 13.1, in carrying out  his obligations under the Contract the Consultant shall comply with  relevant requirements contained in or having effect under current  legislation relating to health, safety and welfare at work.

14. GOVERNING LAW AND JURISDICTION

14.1  All disputes which cannot be settled amicably shall be referred to the  applicable courts in The Netherlands, and the parties consent to the  jurisdiction of the courts there.

14.2 The Contract is governed by and interpreted in accordance with the laws of The Netherlands.

15. FORCE MAJEURE

Neither party shall be liable in any way for any damage, loss, cost or expense

arising  out of or in connection with a Force Majeure event. Upon the occurrence  of any Force Majeure event, the party suffering thereby shall promptly  inform the other party by written notice thereof specifying the cause of  the Force Majeure event and how it will affect its performance.

Version 1.2, June 2013

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