General terms & conditions

GENERAL TERMS AND CONDITIONS RACK EQUIPMENT

Article 1. General

1. These terms and conditions shall apply to every offer, quotation and agreement between Rack Equipment, hereinafter to be referred to as ‘User’, and a Counterparty to which User has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the parties in writing.

2. The present terms and conditions also apply to agreements with the User, for the performance of which third parties are to be engaged by the User.

3. These general terms and conditions are also written for the User's employees and its management.

4. The applicability of any purchase or other conditions of the Other Party is expressly rejected.

5. If one or more provisions in these general terms and conditions are at any time fully or partially void or voidable, the other provisions of these general terms and conditions shall remain fully applicable. The User and the Other Party will then consult in order to agree on new provisions to replace the void or nullified provisions, taking into account the purpose and purport of the original provisions as much as possible.

6. If ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall take place ‘in the spirit’ of these provisions.

7. If a situation arises between the parties that is not covered by these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.

8. If the User does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the User would to any extent lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

Article 2 Quotations and offers

1 All the User's quotations and offers are without obligation, unless the quotation stipulates a deadline for acceptance. A quotation or offer will lapse if the product to which the

offer relates to is no longer available in the meantime.

2 The User cannot be held to its offers or quotations if the Other Party can reasonably understand that the offers or quotations, or part thereof, contain an obvious mistake or slip of the pen.

3 The prices stated in an offer or quotation are exclusive of VAT and other government levies, any costs to be incurred within the scope of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.

4 If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, the User shall not be bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.

5 A compound quotation will not oblige the User to perform part of the order for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3 Contract term, delivery terms, performance and amendment of agreement

1. The agreement between the User and the Other Party will be entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.

2. If a term for the completion of certain work or for the delivery of certain goods has been agreed or given, it will never be a deadline. If a term is exceeded, the Other Party must therefore give the User written notice of default. The User must be given a reasonable period to still perform the agreement.

3. If the User requires information from the Other Party for the performance of the agreement, the performance period will not commence until the Other Party has made this information available to the User correctly and in full.

4. Delivery takes place ex works of the User. The Other Party will be obliged to take delivery of the items at the time they are made available to him. If the Other Party refuses to take delivery or fails to provide information or instructions necessary for delivery, the User will be entitled to store the items at the Other Party's expense and risk.

5. User is entitled to have certain work performed by third parties.

6. User shall be entitled to execute the agreement in several phases and to invoice the part thus executed separately.

7. If the agreement is performed in phases, the User may suspend the performance of those parts belonging to a subsequent phase until the Other Party has approved the results of the preceding phase in writing.

8. If during the execution of the agreement it appears that for a proper execution of the agreement it is necessary to change or supplement it, the parties will timely and in mutual consultation adapt the agreement. If the nature, scope or content of the agreement is changed, whether or not at the request or indication of the Other Party, of the competent authorities et cetera, and the agreement is thereby changed in qualitative and/or quantitative respect, this may also have consequences for what was originally agreed. As a result, the amount originally agreed upon may be increased or decreased. User will give as much advance notice as possible. An amendment to the agreement may furthermore change the originally given term of execution. The Other Party accepts the possibility of amending the agreement, including the change in price and term of execution.

9. If the agreement is amended, including a supplement, the User will be entitled to perform the agreement only after the competent person within the User has given his consent and the Other Party has agreed to the price and other conditions stated for the performance, including the time that will then be determined for its performance. Failure to perform or not immediately perform the amended agreement will not constitute a breach of contract on the part of the User, nor will it be a ground for the Other Party to terminate the agreement.

Without being in default, the User may refuse a request to amend the agreement if this could have consequences, in qualitative and/or quantitative terms, for example for the work to be performed or goods to be delivered in that context.

10. If the Other Party should be in default in the proper fulfilment of what it is obliged to do vis-à-vis the User, the Other Party will be liable for all damage (including costs) on the part of the User caused directly or indirectly as a result.

11. If the User agrees on a fixed price with the Other Party, the User will nevertheless be entitled to increase this price at any time without the Other Party being entitled to dissolve the agreement for that reason, if the price increase results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages et cetera or on other grounds that were not reasonably foreseeable when the agreement was concluded.

12. If the price increase other than as a result of an amendment to the agreement amounts to more than 10% and takes place within three months of concluding the agreement, only the Other Party entitled to invoke title 5, section 3 of Book 6 of the Dutch Civil Code will be entitled to dissolve the agreement by means of a written statement, unless the User is then still prepared to perform the agreement based on what was originally agreed, or if the price increase results from a power or obligation resting on the User pursuant to the law or if it has been stipulated that delivery will take place more than three months after the purchase.

Article 4 Suspension, dissolution and early termination of the agreement

1. User is authorised to suspend the fulfilment of the obligations or to dissolve the agreement, if:

- the Other Party does not fulfil, does not fully fulfil or does not fulfil in time the obligations under the agreement;

- circumstances come to the User's knowledge after the conclusion of the agreement give good reason to fear that the Other Party will not fulfil its obligations;

- when concluding the agreement, the Other Party was requested to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient;

- If, due to the delay on the part of the Other Party, the User can no longer be required to fulfil the agreement against the originally agreed conditions, the User is entitled to dissolve the agreement.

2. Furthermore, the User shall be authorised to dissolve the agreement if circumstances arise of such a nature that compliance with the agreement is impossible or if other circumstances arise of such a nature that the User cannot reasonably be required to maintain the agreement unaltered.

3. If the agreement is dissolved, the User's claims against the Other Party are immediately due and payable. If the User suspends fulfilment of its obligations, it will retain its claims under the law and the agreement.

4. If the User proceeds with suspension or dissolution, it will in no way be obliged to compensate for damage and costs caused by this in any way.

5. If the dissolution is attributable to the Other Party, the User will be entitled to compensation of the damage, including the costs, caused directly and indirectly as a result.

6. If the Other Party fails to fulfil its obligations arising from the agreement and this failure to fulfil its obligations justifies dissolution, the User will be entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, whereas the Other Party will be obliged to pay compensation or indemnification on account of default.

7. If the User terminates the agreement early, the User will, in consultation with the Other Party, arrange for the transfer of any work still to be performed to third parties. This applies unless the Other Party can be blamed for the termination. If the transfer of the work entails extra costs for the User, these will be charged to the

Other Party. The Other Party will be obliged to pay these costs within the period stated for that purpose, unless the User indicates otherwise.

8. In case of liquidation, (an application for) a moratorium or bankruptcy, attachment - if and to the extent that the attachment has not been lifted within three months - at the Other Party's expense, debt rescheduling or any other circumstance as a result of which the Other Party can no longer dispose freely of its assets, the User will be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnification. The User's claims against the Other Party will in that case be immediately due and payable.

9. If the Other Party fully or partially cancels an order that has been placed, the items ordered or prepared for it, plus any costs of supply and delivery thereof and the working time reserved for the execution of the agreement, will be charged in full to the Other Party.

Article 5 Force majeure

1. User will not be obliged to fulfil any obligation towards the Other Party if it is hindered to do so as a result of a circumstance that is not due to fault, and which is neither for its account by virtue of the law, a legal act or generally accepted practice.

2. In these general terms and conditions force majeure is understood, in addition to its definition in law and jurisprudence, to mean all external causes, foreseen or unforeseen, which the User cannot influence, but which prevent the User from fulfilling his obligations. This includes strikes in the company of the User or third parties. The User is also entitled to invoke force majeure if the circumstance preventing (further) compliance with the agreement occurs after the User should have fulfilled its obligation.

3. User may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then

either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.

4. Insofar as the User has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfil them, and independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, the User will be entitled to invoice the part already fulfilled or to be fulfilled respectively separately. The Other Party will be obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs

1. Payment must be made within 14 days of the invoice date, in a manner indicated by the User in the currency invoiced, unless the User indicates otherwise in writing. User is entitled to invoice periodically.

2. If the Other Party fails to pay an invoice on time, the Other Party will be in default by operation of law. The Other Party shall then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall be due. The interest on the amount due and payable will be calculated from the moment the Other Party is in default until the moment of payment of the amount due in full.

3. The User will be entitled to have the payments made by the Other Party go first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the current interest.

4. The User may, without thereby being in default, refuse an offer of payment if the Other Party indicates a different sequence for allocating payment. The User may refuse full repayment of the principal sum, if said repayment does not include the interest still due and accrued and the collection costs.

5. The Other Party will never be entitled to set off the amounts it owes to the User.

6. Objections to the amount of an invoice do not suspend the payment obligation. The Other Party not entitled to invoke Section 6.5.3 (Articles 231 to 247 Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

7. If the Other Party is in default or omission in the (timely) fulfilment of its obligations, all reasonable costs for obtaining extrajudicial satisfaction shall be borne by the Other Party. The extrajudicial costs will be calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Other Party. The Other Party shall also owe interest on the collection costs due.

Article 7 Retention of title

1. All items delivered by the User within the scope of the agreement will remain the User's property until the Other Party has properly fulfilled all its obligations under the agreement(s) concluded with the User.

2. Items delivered by the User, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Other Party is not authorised to pledge the items falling under the retention of title or encumber them in any other manner.

3. The Other Party must always do everything that can reasonably be expected of it to safeguard the User's property rights.

4. If third parties seize the items delivered under retention of title or wish to establish or assert rights to them, the Other Party will be obliged to inform the User thereof immediately.

5. The Other Party undertakes to insure and keep insured the items delivered under retention of title against fire, explosion and water damage and against theft and to submit the policy of this insurance to the User for inspection on demand. In the event of any insurance payment, the User will be entitled to this money. Insofar as necessary, the Other Party undertakes vis-à-vis the User to cooperate in everything that may be necessary or desirable in that context.

6.
In case the User wishes to exercise its property rights referred to in this article, the Other Party gives its unconditional and irrevocable permission in advance to the User and third parties to be designated by the User to enter all those places where the User's property is located and to take those items back.

Article 8 Guarantees, investigation and complaints, limitation period

1.The goods to be delivered by the User meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in the event of normal use in the Netherlands. The guarantee referred to in this article applies to items destined for use within the Netherlands.In the event of use outside the Netherlands, the Other Party must itself verify whether they are suitable for use there and meet the conditions imposed on them. In that case, the User may set other guarantee and other conditions with respect to the goods to be delivered or work to be carried out.

2.The guarantee referred to in paragraph 1 of this article applies for a period of 1 year after delivery, unless the nature of the delivered good dictates otherwise or the parties have agreed otherwise. If the guarantee provided by the User concerns a good produced by a third party, the guarantee is limited to that provided by the producer of the good, unless stated otherwise.

3.Any form of guarantee will lapse if a defect has arisen as a result of or arising from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance by the Other Party and/or third parties when, without the User's written consent, the Other Party or third parties have made changes or tried to make changes to the item, attached other items to it that should not have been attached to it or if they were processed or treated in a manner other than prescribed.

Nor will the Other Party be entitled to any guarantee if the defect has arisen due to or as a result of circumstances beyond the User's control, including weather conditions (such as, for example, but not limited to extreme rainfall or temperatures) et cetera.

4.The Other Party shall be obliged to examine the delivered goods, or have them examined, immediately at the time the goods are made available to it or the work in question has been carried out respectively. The Other Party must examine whether the quality and/or quantity of the goods delivered corresponds to what has been agreed and meets the requirements the parties have agreed in this respect. Any visible defects must be reported to the User in writing within seven days of delivery.

Any non-visible defects must be reported to the User in writing immediately, but in any case no later than fourteen days after their discovery. The report must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The Other Party must give the User the opportunity to investigate a complaint (or have it investigated).

5. If the Other Party complains in time, this will not suspend its payment obligation. The Other Party will in that case also remain obliged to take delivery of and pay for the other items ordered.

6. If a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation.

7. If it has been established that an item is defective and a complaint about this has been lodged in time, the User will, at the Other Party's discretion, replace the defective item within a reasonable term after it has been returned or, if returning the item is not reasonably possible, written notification regarding the defect by the Other Party, or take care of repairing it or pay a replacement fee to the Other Party. In the event of replacement, the Other Party will be obliged to return the replaced item to the User and transfer ownership thereof to the User, unless the User indicates otherwise.

8. If it is established that a complaint is unfounded, the costs incurred as a result

8. If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs, incurred on the User's side as a result, will be borne in full by the Other Party.

9. After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Other Party.

10. Contrary to the statutory limitation periods, the limitation period for all claims and defences against the User and the third parties involved by the User in the performance of an agreement is one year.

Article 9 Liability

1. If User should be liable, this liability shall be limited to what is regulated in this provision.

2. The User will not be liable for damage, of whatever nature, caused by the fact that the User relied on incorrect and/or incomplete information provided by or on behalf of the Other Party.

3. If the User should be liable for any damage, its liability will be limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.

4. User's liability shall in any case always be limited to the amount paid by its insurer in the relevant case.

5. User shall only be liable for direct damage.

6. Direct damage will be deemed to be exclusively the reasonable costs incurred to determine the cause and scope of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the User's faulty performance comply with the agreement, insofar as they can be attributed to the User, and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have resulted in limiting direct damage as referred to in these general terms and conditions.

7. User shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.

8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of the User or his executive employees.

Article 10 Transfer of risk

1. The risk of loss, damage or reduction in value shall pass to the Other Party at the time at which items are brought under the Other Party's control.

Article 11 Indemnification

1. The Other Party indemnifies the User against any claims of third parties, who suffer damage in connection with the performance of the agreement and the cause of which is attributable to parties other than the User.

2. If the User should be held liable by third parties for that reason, the Other Party will be obliged to assist the User both extrajudicially and judicially and immediately do all that may be expected of it in that case. Should the Other Party fail to take adequate measures, the User will be entitled, without notice of default, to take such measures itself. All costs and damage on the part of the User and third parties caused as a result will be entirely at the Other Party's expense and risk.

Article 12 Intellectual property

1. User reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. The User will be entitled to use the knowledge acquired on its side during the performance of an agreement for other purposes as well, to the extent that no strictly confidential information of the Other Party is brought to the notice of third parties.

Article 13 Applicable law and disputes

1. All legal relationships to which the User is a party shall be governed exclusively by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

2. The court in the User's place of business is exclusively competent to take cognisance of disputes, unless the law imperatively prescribes otherwise. Nevertheless, the User is entitled to submit the dispute to the court that has jurisdiction according to the law.

3. Parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.

Article 14 Location and amendment of terms and conditions

1. These terms and conditions have been filed at the Zwolle Chamber of Commerce.

2. The most recently filed version or the version valid at the time the legal relationship with the User was established shall always apply.

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