A. General provisions:

Article 1: General

Article 2: Applicability; battle of forms; deviations

• 1. All services provided by Tagnet , even those that may not be part of its actual business operations, are subject to the following general terms and conditions. In the event of conflict between these general terms and conditions and those of a counterparty of Tagnet , the general terms and conditions of Tagnet will prevail, unless Tagnet agrees in writing to the application of the terms and conditions of the counterparty, including purchasing conditions.

• 2. The person who has contracted Tagnet is deemed to have agreed to the applicability of these conditions in any subsequent agreements.

• 3. Agreements and commitments that deviate from these terms and conditions are only valid for Tagnet Group if Tagnet Group has explicitly confirmed those agreements and commitments in writing.

Article 3: Quotations

• 1. Quotations, prices and conditions are always without obligation. Changes therein are not binding on Tagnet , unless confirmed by it in writing. Tagnet is always entitled to increase prices due to increased costs.

• 2. Tagnet provides information in its offers to the best of its knowledge and ability, without the other party being able to derive any rights from this.

Article 4: Agreement

• 1. An agreement is only perfect when Tagnet has accepted and/or confirmed an assignment and/or an amendment to an assignment in writing. In the case of sales from stock, the invoice may replace the written acceptance and/or confirmation.

• 2. An agreement is also perfect without a written acceptance and/or confirmation when Tagnet has started the execution of an assignment or an amended assignment.

• 3. Agreements with or commitments made by representatives of Tagnet or other employees who are not authorized to commit Tagnet are not binding on Tagnet , unless Tagnet has confirmed those agreements or commitments in writing and/or has commenced its obligations under to implement it.

• 4. Tagnet always accepts an assignment on the condition that the creditworthiness of its counterparty is sufficiently apparent from the information obtained.

Article 5: Tariffs

• 1. The tariff is calculated excluding turnover tax, disposal fee, packaging, installation, assembly, connection and transport.

• 2. Price increases that occur after the conclusion of an agreement and before Tagnet has fulfilled its obligations under it, will be passed on and will therefore increase the agreed price. Tagnet is also authorized to pass on charges if it has been agreed with the other party that the price will be fixed, without this leading to cancellation of the order issued by the other party.

Article 6: Delivery times

• 1. Tagnet expressly indicates the term for delivery of sold goods and/or other services, including installation work of equipment and network, only approximately and subject to the condition that no interim changes are made to the assignment or that they are due to force majeure. cannot meet its obligations. The specified periods can therefore never be regarded as strict deadlines, unless expressly agreed otherwise in writing. Exceeding the indicated term of delivery does not entitle the other party to the application of payment conditions other than those stated in these conditions, or suspension, discount, compensation and/or cancellation of the order.

• 2. In the event of late delivery of sold goods and/or other services, Tagnet must therefore be given written notice of default before its default commences. This default in itself only takes effect after 30 working days have passed after such a notice of default has reached Tagnet and it has still not fulfilled its obligations after the expiry of that period.

Article 7: Force majeure

• 1. In cases of force majeure, Tagnet’s obligations under an agreement will be suspended for such a period as the force majeure situation lasts, without any other party having any claim against Tagnet in connection therewith.

• 2. If Tagnet continues to be prevented from fulfilling its obligations under an agreement in full or in part after 90 days after it has informed its counterparty in writing about the existence of that force majeure situation, it and its counterparty have the right to cancel the agreement in writing insofar as which had not yet been performed, without one of the parties owing compensation of any kind whatsoever to the other party with regard to the canceled part of the agreement.

• 3. Cancellation does not entitle the other party to a refund of payments made by it to Tagnet for the deliveries and/or other services of Tagnet, insofar as Tagnet actually carried out those deliveries or other services until the case of force majeure arose, nor does such cancellation release it from its obligations to pay for such deliveries already made insofar as it has not yet fulfilled its payment obligations therefor.

• 4. Force majeure is understood to mean, among other things, any circumstance independent of the will of Tagnet that prevents Tagnet from fulfilling its obligations under an agreement, even if that circumstance concerns Tagnet itself, such as staff illness, material defects, lack of raw materials. , war, riots, riots, acts of war, strikes and lockouts both within and outside the Tagnet company, delayed delivery of goods and materials ordered by Tagnet for whatever reason, transport difficulties and mechanical and other faults in the company of Tagnet. Tagnet malfunctions, including breakage in and/or failure of its machines and tools and other such incidents, are expressly included. Force majeure also includes incidents caused by persons employed by Tagnet or by auxiliary persons and/or whether or not subordinates of Tagnet within the meaning of Articles 6:76, 170 and 171 of the Dutch Civil Code, unless the latter incidents occurred by intent, negligence bordering on intent or negligence bordering on intent or gross negligence or gross negligence.

Article 8: Payments

• 1. Payments must be made without discount, compensation or suspension within 14 days of the invoice date. This period is an expiry period, so that in the event of non-payment within that period, the other party is immediately in default without any further summons and/or notice of default being required.

• 2. If the invoice is not paid by the due date at the latest, the other party will owe an interest of 1.5% per month from that moment on, unless the statutory interest as referred to in Article 6:119 of the Dutch Civil Code is a higher amount. In that case, the statutory interest applies as default interest. Payments always serve to pay the interest and costs owed, then to pay the due and payable invoices that have been outstanding the longest, regardless of the obligation designated by the other party at the time of payment.

• 3. Extrajudicial and judicial costs that Tagnet has to incur in order to collect an invoice will be borne by the negligent other party. The extrajudicial costs to be borne by the other party are set at a minimum of 10% of the amounts remaining unpaid on the relevant invoice and the interest due on that at that time.

• 4. Contrary to the foregoing, Tagnet always has the right to demand prepayment or cash payment. This applies in particular in the case of delivery of hardware and software as referred to in Article 11, paragraph 6, of these terms and conditions.

Article 9: Liability

• 1. Tagnet’s liability in the event of default is limited to compliance with the (warranty) obligations described in these terms and conditions. Such liability only arises when the default of Tagnet is caused by intent, negligence bordering on intent or negligence bordering on intent or gross negligence or gross negligence on the part of Tagnet, persons employed by Tagnet or auxiliary persons and/or whether or not on Tagnet of subordinates, the latter two within the meaning of Articles 6:76, 170 and 171 of the Dutch Civil Code.

• 2. Tagnet is under no circumstances obliged to pay more compensation than provided for in these terms and conditions and covered by its liability insurer. In particular, Tagnet is not liable for damages with regard to damage to and/or caused by software, trading loss, delay in the execution of the delivery and with regard to claims for damages that third parties may incur as a result of any attributable shortcoming of Tagnet on Tagnet or on enforce the other party. Should such a third party nevertheless sue Tagnet for such a shortcoming, the other party will indemnify Tagnet against those claims.

Article 10: Applicable law; choice of forum

• 1. All transactions of Tagnet are governed by Dutch law.

• 2. The court in Amsterdam has exclusive jurisdiction over any other court to hear all disputes arising from or related to agreements and transactions governed by these terms and conditions, unless the law prescribes a different court or Tagnet chooses a different court judge.

Article 11: Location and change conditions

• 1. These terms and conditions have been filed with the Chamber of Commerce. The conditions are also stated on the website: www.tagnet.nl

• 2. The most recently filed version or the version that applied at the time of the establishment of the legal relationship between the parties always applies.

• 3. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.

• 4. Tagnet is entitled to unilaterally change these General Terms and Conditions. In that case, Tagnet will inform the other party of the changes in a timely manner. If the other party is a natural person who does not act in the exercise of a profession or business, and the change results in a performance being provided to the other party that differs substantially from the original performance, this other party has the authority to dissolve the agreement. as of the date on which the amended terms and conditions come into effect.

B. Special provisions:

I. Sale and Delivery:

Article 12: Delivery

• 1. Delivery takes place:
          a. if the sold goods are collected by or on behalf of the other party: by taking receipt of those goods;
          b. in case of shipment via a professional carrier or a means of transport of the Tagnet: by delivery at the home or warehouse of the other party;

• 2. If the other party cannot yet use the material, delivery will take place by written notification from Tagnet that the material is ready for immediate receipt and/or dispatch at Tagnet or at its supplier. This can also be done for part of the material if the other part has already been delivered to the other party.

• 3. From the delivery referred to above in paragraph 1 and/or the notification referred to above in paragraph 2, the other party bears the entire risk of damage and/or loss of the delivered goods, regardless of the cause.

• 4. When part of an order is ready, Tagnet can, at its option, deliver this part or wait until all the ordered items are ready. In case of delivery in parts at Tagnet’s choice or in case of delivery in parts according to agreement, each delivery is deemed to form a separate agreement. This means, among other things, that Tagnet is entitled to payment for the delivery in question and the other party cannot go back after acceptance of the delivery.

• 5. Delivery, as referred to in paragraphs 1 and 2, does not imply transfer of ownership.

• 6. If hardware and software are delivered, they will only be transferred after the other party has fulfilled its payment obligations under the transaction in question.

Article 13: Insurance

• 1. After the delivery, as referred to in Article 11, has taken place, the other party is not only liable towards Tagnet for any damage to the delivered goods from whatever cause, but also for all damage caused by and with the material and which Tagnet is liable for. indemnify against all claims of third parties in this regard. This is subject to exception insofar as the damage is caused by Tagnet and/or its personnel.

• 2. The other party must take out proper insurance with regard to its liability, as long as the goods have not passed into its ownership in accordance with Article 13 referred to below.

Article 14: (Extended) retention of title; ownership transfer

• 1. The ownership of goods delivered by Tagnet does not transfer to the other party until the other party has paid all invoices for goods delivered or still to be delivered and work performed or still to be performed for its benefit in connection therewith. The same applies to Tagnet’s claims against the other party due to its failure to comply with such agreements.

• 2. The other party may not alienate, rent out, lend, or in any way or under any title take the goods to which Tagnet has property rights pursuant to the (extended) retention of title regulated by the previous paragraph, outside its business or by any agreement. or act provide third parties with a right of pledge or any other security right in the broadest sense of the word.

• 3. This (extended) retention of title nevertheless does not affect the other party’s right to sell and/or use the goods within the normal course of its business.

Article 15: Software

Article 16: Default; dissolution; retrieve; early due date

Article 17: Guarantees; commercials

• 1. In cases in which Tagnet acts as an intermediary, it provides a guarantee on the goods sold and delivered by it if and insofar as it receives a guarantee from its suppliers. The other party is deemed to be aware of those factory guarantees. In addition, Tagnet has no warranty obligations whatsoever.

• 2. Contrary to and/or addition to the provisions of the previous paragraph, complaints relating to damage and defects to a shipment received by the other party must be submitted in writing to Tagnet within four working days after the delivery date and must be included on the consignment note. are registered. In the absence thereof, any right to claim in this regard will lapse.

• 3. If the complaint concerns material and construction defects that can only become apparent during use or for which, according to trade custom, inspection is not usually carried out immediately after receipt of the goods, the complaint can still be made valid within ten working days after the defect in the the other party has become apparent or could reasonably have become apparent, but never after the warranty period of the relevant manufacturer has expired. This regulation deviating from paragraph 2 cannot be invoked if the other party could have established the defect by means of a simple random check within the term referred to in that article.

• 4. In the event of a justified complaint, Tagnet is obliged to replace or repair it at its own discretion. Complaints are not possible with regard to goods (already) delivered by the other party.

• 5. Defects in part of the delivered goods do not entitle the other party to reject or refuse the entire batch.

• 6. When the other party has disposed of the goods, even after a complaint has been made, any right to complain and any authority to assert a claim in connection therewith lapses. The same applies in cases in which the other party itself carries out changes or repairs to the goods or has them carried out or the goods are used for purposes other than normal business purposes or have been handled and/or maintained in an improper manner.

• 7. Acceptance by Tagnet of timely submitted complaints does not mean that those complaints will be honored and/or any liability will be acknowledged. If a complaint, whether or not received within the designated period, is met or not partially met, this compensation is completely voluntary, so that the other party cannot derive any acknowledgment of liability from it or derive any right from it.

• 8. A complaint does not entitle the other party to dissolve the purchase agreement or to suspend its payment obligations. A complaint with regard to a delivery does not affect settlement and payment of deliveries already made or to be made.

II. Delivery of services:

Article 18: Execution

• 1. If the performance to be delivered consists or partly consists of services, Tagnet will perform these services to the best of its knowledge and ability.

• 2. Delivery of the performance takes place upon completion of the service by means of making it available to the other party. The risk of damage, loss of data or destruction of the performance is transferred to the other party upon this provision.

• 3. If it has been agreed that the services will be provided in phases, Tagnet has the right to suspend the performance of the services belonging to a subsequent phase until the other party has accepted the deliveries in the previous phase(s) in writing.

• 4. Tagnet is always entitled to payment for its performances when delivery within the meaning of paragraphs 2 and 3 has taken place.

Article 19: Installation work

• 1. Tagnet supplies and installs a network to be developed in accordance with written specifications if this has been agreed in writing.

• 2. If an acceptance test has been agreed in writing, the test period is fourteen (14) days after delivery or, if an installation to be carried out by Tagnet has been agreed, after completion thereof. The other party is not allowed to use the network for productive or operational purposes during the test period.

• 3. The network is considered accepted between the parties if:
          a. no acceptance test has been agreed between the parties: upon delivery or, if installation by Tagnet has been agreed, upon completion of that installation;
          b. an acceptance test has been agreed in writing between the parties: on the first day after the test period;
          c. Tagnet receives a test report before the end of the test period as referred to in paragraph 4: at the time when the errors mentioned in the test report have been corrected, without prejudice to the presence of imperfections that do not preclude acceptance according to paragraph 5.
          d. Contrary to the foregoing, the network is considered fully accepted if and as soon as the other party makes any use of it for productive or operational purposes before the moment of acceptance.

• 4. The other party will inform Tagnet of this no later than on the last day of the test period by means of a detailed written test report if the agreed acceptance test shows that the network contains errors that impede the progress of the acceptance test. In that case, the test period will be interrupted until the network is adjusted in such a way that the impediment is removed. Tagnet will make every effort to rectify the reported error within a reasonable period of time. Tagnet has the right to introduce temporary solutions, program bypasses or problem-avoiding restrictions.

• 5. The other party will not withhold acceptance of the network on any grounds other than those related to the specifications expressly agreed between the parties. Furthermore, acceptance of the network is not withheld due to the existence of minor errors, which are understood to mean errors that do not reasonably preclude operational and productive use of the network. All this, incidentally, without prejudice to Tagnet’s obligation to comply with its warranty obligations as referred to in Article 16 of these terms and conditions, insofar as applicable.

• 6. If the network is delivered and tested in phases and/or parts, non-acceptance of a certain phase and/or part does not affect any acceptance of an earlier phase and/or earlier and/or other part.