General Terms and Conditions of Sales

1. Definitions

Offer / Offer
Any offer by Kovax to enter into an Agreement;

Services
The work to be performed by Supplier for the benefit of Kovax under the Agreement, as specified in the Agreement;

Goods

The goods to be delivered by Supplier under the Agreement to or for the benefit of Kovax, being goods and/or property rights;

Kovax
Kovax Europe B.V. (Chamber of Commerce number: 06079188), being the user of the Terms and Conditions;

Agreement
Any Agreement between the Parties concerning the sale, purchase and delivery of Goods by Supplier to Kovax and/or the provision of Services by Supplier to Kovax;

Party(ies)
Kovax and Supplier or each for themselves;

In writing
By letter, fax, electronic message or bailiff's writ;

Terms and Conditions
These General Terms and Conditions of Purchase of Kovax.

Counterparty

Kovax's invitation to a Supplier to make an Offer;

2. Applicability

2.1 These Conditions shall apply to all Offers and Agreements, as well as to all resulting and subsequent obligations.

2.2 If the Conditions have been applicable to any Agreement, they shall apply by operation of law (automatically) - without the need for a separate agreement between the Parties concerned - to any Agreement concluded thereafter between the Parties, unless the Parties have expressly agreed otherwise in writing with respect to the Agreement concerned.

2.3 The applicability to any Agreement of general or specific terms used by the Other Party is expressly rejected by Kovax, unless and after such terms have been expressly declared applicable to an Agreement in writing by Kovax. Acceptance in this way of the applicability of the Other Party's conditions to a Contract shall in no event imply that these conditions shall tacitly apply to any Contract concluded thereafter.

2.4 Kovax is entitled to unilaterally amend the Terms and Conditions, in which case Kovax will notify the Other Party in writing of the amendments and attach the new Terms and Conditions at least one month before the amended Terms and Conditions take effect.

2.5 In the event of nullity or nullification by the Counterparty of one or more provisions of the Conditions, the other provisions of the Conditions will continue to apply in full to the Agreement. Parties will consult to replace an invalid or nullified provision of the Conditions by a provision which is valid or non-annullable and which corresponds as closely as possible to the purpose and scope of the void or annulled provision.

3. Offers

3.1 Unless expressly stated otherwise, an Offer is without obligation and valid for the period stated in the Offer. If the Offer does not specify a period for acceptance, the Offer will lapse in any event fourteen (14) days after the date specified in the Offer.

3.2 An Offer accepted by the Other Party within the validity period may be revoked by Kovax for five (5) working days after the date of receipt of the acceptance by Kovax, without this leading to any obligation of Kovax to compensate any damage suffered by the Other Party as a result thereof.

3.3 An order given by the Other Party may be confirmed by Kovax by means of an order confirmation. If the Other Party has not raised any objections within fourteen (14) days of receiving the order confirmation, the order as described in the order confirmation is accepted.

3.4 If the Other Party provides Kovax with data, drawings and the like for the purpose of making an Offer, Kovax may assume their accuracy and will base its Offer on them. The Other Party indemnifies Kovax against any claim by third parties in respect of the use of drawings and the like provided by or on behalf of the Other Party.

3.5 A price list or other overview provided by Kovax to the Other Party on which prices are stated in a general sense cannot be qualified as an Offer. If Goods are mentioned on a price list, the Other Party can never conclude from that that the relevant Goods are also available and/or will be delivered by Kovax.

4. Establishment of agreements

4.1 Subject to the other provisions of the Terms and Conditions, an Agreement shall only be established

a) by acceptance by Other Party of Offer;

b) by Written order confirmation of an order provided by the Other Party (orally or in Writing) other than on the basis of an Offer;

c) by Kovax actually carrying out an order of the Other Party.

4.2 The Agreement supersedes and replaces all prior proposals, correspondence, agreements or other communications between the Parties that have occurred prior to entering into the Agreement, however they may differ from or conflict with the Agreement.

4.3 Amendments and/or supplements to the Agreement shall be effective only upon Kovax's Written acceptance thereof. Kovax is not obliged to accept amendments and/or additions to an Agreement and is entitled to require that a separate Agreement be entered into. Kovax shall be entitled to charge any costs related to the amendments and/or additions to the Agreement to the Other Party.

4.4 Promises by and arrangements with subordinates or representatives of Kovax shall only bind Kovax to the Other Party if and to the extent that these promises and/or arrangements are confirmed in writing by Kovax strengthened or confirmed to Other Party.

4.5 An Agreement with regard to the sale and delivery of Goods by Kovax to the Other Party can never be qualified as a continuing performance agreement (such as a distribution agreement, but not limited to it), unless explicitly stated in the Agreement. After Kovax has sold and/or delivered Services and/or Goods to the Other Party, it shall never be obliged to enter into another Agreement with the Other Party thereafter.

4.6 An Agreement in respect of the sale and delivery of Goods by Kovax to the Other Party can never be qualified as a continuing performance agreement (such as a distribution agreement, but not limited to it), unless explicitly stipulated in the Agreement. After Kovax has sold and/or delivered Services and/or Goods to the Other Party, it shall never be obliged to enter into another Agreement with the Other Party thereafter.

4.7 Kovax is entitled to change the qualifications of Goods and/or Changing Services.

5. Prices and Rates

5.1 Prices stated in an Offer or Agreement are in Euros and are - unless explicitly stated otherwise - exclusive of costs for packaging, transport and other costs of shipment, import documents, (transport) insurance(s), travel time, travel costs and accommodation costs and also exclusive of turnover tax and/or other government levies of any kind.

5.2 If an order is given by the Counterparty to Kovax without a price having been expressly agreed, it shall be performed, regardless of previously made Offers or previously applied prices, at the price applicable at the time of performance of the Agreement.

5.3 If four (4) months pass after the date on which the Agreement was concluded and Kovax has not yet completed its performance, an increase in one or more of the price determining factors (at Kovax's discretion) may be passed on to the Other Party. Payment of the price increase shall take place simultaneously with the payment of the principal sum or the last instalment.

5.4 However, if the increased price that Kovax wishes to use as referred to in article 5.3 has increased by more than fifteen percent (15%) compared to the original price, the Other Party shall be entitled to terminate the Agreement as far as future obligations of Kovax are concerned, within seven (7) days after notice of the price change, on the understanding that Kovax shall in that case under no circumstances be obliged towards the Other Party to compensate any damage suffered by the Other Party as a result thereof.

5.5 Kovax is entitled to adjust the applicable prices and rates for its Goods and/or Services.

6. Payment

6.1 In respect of the Goods to be delivered or supplied by Kovax and/or Services to be performed or executed by Kovax, an invoice will be sent by Kovax to the Other Party.

6.2 Payment shall be made within thirty (30) days of the invoice date, unless otherwise agreed in Writing. Payment shall be made to bank accounts specified by Kovax. Determinative for the moment of payment is the moment when Kovax has received notice from its bank regarding the crediting of the relevant amount.

6.3 If payment of an invoice has not been made in full within the specified period, the Other Party shall immediately, without further notice of default being required, be in default by operation of law and shall be liable for interest of 1% per month (unless the statutory commercial interest rate is higher, in which case that interest rate shall apply) from the date after the due date of the invoice in question, with part of a month counting as a whole month. Furthermore, all extrajudicial collection costs will then be for the Other Party's account, which costs are hereby fixed by the Parties in advance at at least 15% of the outstanding claim with a minimum of € 150, without prejudice to Kovax's authority to claim the actual extrajudicial costs if these are more.

6.4 If the Other Party is in default of payment of any invoice as referred to in Article 6.3, all other outstanding invoices shall also be immediately due and payable, without further notice of default being required.

6.5 Payments made by the Counterparty serve respectively to settle costs due, interest and then due and payable invoices that have been outstanding the longest, even if the Counterparty states at the time of payment that the payment relates to another invoice.

6.6 Without prejudice to provisions of mandatory law, the Other Party shall not be entitled to suspend and/or set off its payment obligations to Kovax against payment obligations of Kovax to the Other Party.

6.7 Kovax shall be entitled to set off any claims against the Counterparty against any debt that Kovax may have to the Counterparty, or to any (legal) persons affiliated with the Counterparty.

6.8 All claims of Kovax against the Other Party are immediately due and payable in the following cases:

a) if after the conclusion of the Agreement circumstances come to the knowledge of Kovax that give it good reason to fear that the Other Party will not fulfill its obligations, all at the discretion of Kovax;

b) if at the conclusion of the Agreement Kovax asked the Other Party to provide security for performance as referred to in article 5.3 and this security is not provided or is insufficient;

c) in the event of a petition for bankruptcy or suspension of payments of the Other Party, liquidation or bankruptcy of the Other Party or - insofar as the Other Party is a natural person - the Natural Persons Debt Rescheduling Act (WSNP) becoming applicable to the Other Party.

6.9 Based on its assessment of the creditworthiness of the Other Party, Kovax shall at all times be entitled to demand security or full or partial payment in advance for the fulfillment of due and non-m due payment obligations. If and as long as the Other Party fails to provide the required security or full or partial payment in advance, Kovax shall be entitled to suspend its obligation to deliver.

7. Delivery time

7.1 The delivery period stated by Kovax in the context of an Agreement is always an indication and shall therefore never be a deadline, unless expressly agreed otherwise in writing between the Parties. Failure to meet the agreed delivery date shall in no event entitle the Buyer to compensation.

7.2 The delivery period specified by Kovax shall commence when agreement has been reached on all (technical) details, all necessary data and the like are in Kovax's possession and all necessary conditions for performance of the Agreement have been met.

7.3 In determining the (delivery) time, Kovax assumes that it can perform the order under the circumstances as they were at the time the Agreement was concluded.

7.4 If there are circumstances other than those known to Kovax at the time the Agreement was concluded, Kovax may extend the delivery/completion time by the time required to perform the Agreement under the changed circumstances. If the work cannot be fitted into Kovax's schedule as a result, it will be performed/completed as soon as Kovax's schedule permits.

7.5 If there is a suspension of obligations by Kovax due to a shortcoming of the Other Party, the (delivery) time will be extended by the duration of the suspension. If the work cannot be fitted into Kovax's schedule as a result, it will be performed/completed as soon as Kovax's schedule permits.

7.6 Kovax, after exceeding an agreed delivery period, or the delivery period after extension Pursuant to articles 7.4 and 7.5 of these Conditions, Kovax shall only be in default in respect of Goods if it has received a notice of default In Writing from the Other Party, in which it is given a term of one (1) month to deliver and fulfilment is also not achieved within this term. In the event of dissolution, the Other Party shall not be entitled to compensation unless the exceeding of the latter term is the result of intent or gross negligence on the part of Kovax's management or its executive employees.

8. Mode of delivery

8.1

The risk for the Goods to be delivered to the Other Party shall pass to it ex Kovax's warehouse (Bedrijvenpark Twente 49, 7602KC Almelo, the Netherlands), or the warehouse of a third party engaged by Kovax ('Ex Works', as included in the most recent version of ICC Incoterms), unless explicitly agreed otherwise in the Agreement. All Goods shall at all times be transported at the risk of the Other Party. Unless the Other Party timely requests Kovax to insure the Goods during transport at the Other Party's expense (and/or otherwise provided in the Agreement), Goods shall be transported by or on behalf of Kovax uninsured.

8.2 Unless expressly agreed otherwise in writing between the Parties, the Other Party shall bear the costs of export and import duties, customs clearance charges, taxes and any other governmental charges of any kind associated with the transportation and delivery of Goods by Kovax.

8.3 If Goods are missing upon delivery, the Other Party must notify Kovax in writing within 5 working days. Upon notification after expiry of this period, the missing Goods will not be created to the Other Party, nor will the Goods be delivered to the Other Party free of charge.

8.4 Kovax has fulfilled its obligation to deliver by making the Goods available to the Other Party at the agreed time in its warehouse, or the warehouse of a third party engaged by Kovax. The carrier's delivery document and/or corresponding attachments signed by or on behalf of the Other Party shall constitute full evidence of Kovax's delivery of the Goods specified in the delivery document and/or corresponding attachments.

8.5 Kovax offering ordered Goods to the Other Party for delivery shall be deemed equivalent to delivery of these Goods. If the Other Party refuses to take delivery of the Goods offered for delivery, Kovax shall store the relevant Goods for fifteen (15) working days after the date of offer at a location to be determined by it. After expiry of this period Kovax shall no longer be obliged to keep the Goods ordered by the Other Party at the disposal of the Other Party and shall be entitled to sell the Goods to a third party or otherwise dispose of them. The Other Party shall nevertheless remain obliged to perform the Contract by taking delivery of the relevant Goods at Kovax's first request at the agreed price, while the Other Party shall also be obliged to compensate Kovax for any damage arising from the Other Party's earlier refusal to take delivery of the relevant Goods, including storage and transport costs.

9.Retention of title and lien

9.1 All Goods delivered shall remain the exclusive property of Kovax until such time as the Other Party has fulfilled all obligations arising from or related to a Contract(s), including claims relating to penalties, interest and costs. Until that time, the Other Party shall be obliged to keep the Goods delivered by Kovax separate from other goods and clearly identified as Kovax property, and to properly insure and keep them insured. At Kovax's first request, the Other Party shall provide Kovax with a copy of the relevant insurance policy;

9.2 In the event of a delivery of Goods to a Other Party in a territory other than the Netherlands, a retention of title as specified in article 9.1 under the law of the country concerned shall also apply in respect of the Goods concerned - if and as soon as they are in the territory of the country concerned - in addition to the retention of title provided for in article 9.1 under Dutch law, on the understanding that with regard to the Agreement Dutch law shall for the rest apply exclusively is as stated in Article 18. Goods delivered by Kovax subject to retention of title may only be resold and/or processed in the ordinary course of business. As long as delivered Goods are subject to retention of title, the Other Party may not encumber or dispose of them outside the scope of normal business operations.

9.3 If the Other Party fails to perform its obligations under agreements (including, inter alia, the Agreement), or fails to do so in time or inter-alia, or if there is a well-founded fear that it will not do so in the opinion of Kovax, Kovax shall be entitled to remove or have removed from the Other Party's premises or from third parties holding the Goods for the Other Party, delivered Goods subject to the retention of title referred to above, remove or have removed the Goods from the Other Party or from third parties holding the Goods for the Other Party, whereby the Other Party undertakes to provide all cooperation in this respect and also to instruct any third parties holding the Goods for the Other Party to also provide all cooperation. If the Other Party fails to comply with the provisions of this paragraph, it shall forfeit a penalty of 10% of the amount owed to Kovax, without prejudice to Kovax's right to remove the Goods or have them removed. If Kovax cannot invoke its retention of title because the delivered Goods have been mixed, deformed or copied, the Other Party shall be obliged to pledge or mortgage the newly formed Goods to Kovax.

9.4 If a third party wishes to establish any right to the Goods delivered under retention of title, if a garnishment or execution is levied on those Goods, or if a third party otherwise wishes to assert any right to those Goods, the Other Party shall be obliged to inform Kovax thereof in Writing as soon as possible. Kovax shall then also be entitled to take possession of its property, to destroy or dissolve the Contract and agreements and to invoke the aforementioned retention of title. The Other Party shall provide its cooperation in this respect without charge.

9.5 The Other Party is obliged to:

a) including within the framework of the (additional) security as referred to in article 6.9 of the Conditions, all claims of the Other Party against insurers or other third parties if the Goods are not covered by the relevant insurance or are not insured, in respect of the Goods delivered under retention of title, hereby and at first request to pledge to Kovax in the legally prescribed manner and subject to the following. The Other Party as principal hereby grants Kovax, who hereby accepts this as the attorney-in-fact, a full and irrevocable power of attorney in order to enable Kovax to obtain, pledge and cause to be pledged the aforementioned third parties. The Other Party hereby declares that it is authorized to pledge these Goods and that these Goods are not subject to any limited rights. Kovax hereby conveys a power of attorney by which Kovax, on behalf of the Other Party, can pledge the aforementioned future claims that the Other Party will acquire to Kovax (itself) in the capacity of the pledgee, by registering this deed of pledge with the Tax Authorities at regular or later times, at Kovax's discretion;

b) including within the framework of the (additional) security as referred to in clause 6.9 of the Conditions, to pledge to Kovax at the first request, in the manner prescribed by law and with due observance of the following, the claims that the Other Party acquires against its buyers upon reselling Goods delivered by Kovax under retention of title. The Other Party, as proxy, hereby provides to Kovax, who hereby accepts this as proxy, a full and irrevocable power of attorney, in order to enable Kovax to pledge and cause to be pledged the aforesaid claims that the Other Party shall acquire against the aforesaid third parties and against the aforesaid third parties. In this context, the Other Party declares that it is authorized to pledge these goods and that these goods are not subject to any limited rights. Kovax hereby conveys a power of attorney by which Kovax, on behalf of the Other Party, can pledge the aforementioned future claims that the Other Party shall obtain, on behalf of the Other Party, to Kovax (itself) in the capacity of the pledgee, by registering this deed of pledge with the Tax Authorities at regular or later times, such at Kovax's discretion.

c) keep the Goods delivered under retention of title separate from other items and clearly identified as the property of Kovax;

d) to cooperate in all ways with reasonable measures that Kovax wishes to take to protect its proprietary rights to the Goods delivered under retention of title and that do not unreasonably hinder the Other Party in the normal operation of its business. This also includes, if desired, the renting or subletting, if necessary, of part of the Other Party's premises.Party to Kovax and then place the Goods, which Kovax has delivered under retention of title, there.

6.9 The Other Party also hereby and at first request grants Kovax a lien on Goods delivered, and herewith in advance still to be delivered, with respect to which Kovax cannot invoke its retention of title due to the fact that the Goods delivered or to be delivered have been mixed, deformed or copied, such for the additional security of all that the Other Party may owe Kovax in whatever capacity and for whatever reason, including non-exigible and contingent debts. In that case the Other Party establishes in advance a non-possessory pledge on the goods that are superseded or formed respectively for the benefit of Kovax. This, as security for all that the Other Party, for whatever reason, owes and will owe to Kovax, including but not limited to non-claimable and contingent debts. In this respect the Other Party declares that it is authorized to pledge these goods and that no specific rights rest on these goods. Kovax shall be entitled and is hereby irrevocably authorised by the Other Party to perform the acts required to establish the pledge (including establishing the pledge by authentic or registered private deed).

and thereby also acting on behalf of the Other Party. The Other Party, as principal, hereby grants Kovax, who hereby accepts this as attorney-in-fact, a full and irrevocable power of attorney, in order to enable Kovax to pledge the aforementioned and to have it pledged. The Other Party hereby declares that it is authorized to pledge these goods and that these goods are not subject to any limited rights. Kovax herewith acquires a power of attorney by which Kovax on behalf of the Other Party or itself to Kovax (itself) in the capacity of the pledgee, by, inter alia, regitration of this pledge to the Tax Authorities at regular or subsequent moments, such at Kovax's discretion.

10. Acceptance and warranty

10.1 The Goods delivered and Services performed will in any case be subject to an acceptance test by the Other Party within a reasonable term (being no longer than 8 days after delivery) after Kovax has fulfilled its obligations under the Agreement. If the Other Party has not reported any defects in writing to Kovax within the aforementioned reasonable term after delivery, the Goods delivered and Services performed will be deemed to have been accepted by the Other Party and to comply with the requirements and performances set out in the Agreement.

10.2 Other defects to Goods delivered and/or Services performed that are not visible at the time of delivery or completion must be reported to Kovax in writing and in detail within eight (8) days after discovery or after they could reasonably have been discovered, failing which the Goods delivered and Services performed shall be deemed to have been accepted by the Counterparty and to meet the requirements and performances set out in the Agreement.

10.3 If Parties do not reach agreement on whether there is a defect, an independent expert will be called in. The expert will be appointed by Kovax in consultation with the Other Party. The costs for this will be borne by the (largely) unsuccessful party, unless otherwise agreed.

10.4 The Other Party must submit any complaints or other claims towards Kovax in respect of the Agreement or its performance to Kovax in writing within ten (10) working days after the Services or Goods respectively have been performed or delivered (or after the reason for the complaint or other claim has arisen). Kovax in writing and sufficiently substantiated and/or explained, failing which Kovax shall be deemed to have accepted the delivered Services respectively Goods by the Other Party and to comply with the requirements and performances stated in the Agreement, and any claims of the Other Party in this respect shall lapse.

10.5 Kovax will respond as soon as possible and no later than fifteen (15) business days after receipt of the complaint or claim otherwise. Kovax and the Other Party will furthermore try to reach a solution together.

10.6 Complaints of any kind regarding Kovax's performance of an Agreement, suspend the payment obligation of the Other Party and can only be brought to the attention of Kovax in Writing.

10.7 Kovax has no obligation with respect to any claim submitted if the Other Party fails to fulfilled all its obligations to Kovax (both financial and otherwise) in a timely and complete manner.

10.8 A claim concerning a Product delivered and/or Service performed by Kovax cannot affect Goods and/or Services previously delivered or to be delivered, even if such Goods and/or Services to be delivered have been or will be performed in performance of the same Agreement.

10.9 No warranty is provided to the Other Party on Goods delivered by Kovax, unless otherwise agreed in writing.

11. Due dates

11.1 Legal claims and other powers of the Other Party, for whatever reason, against Kovax in connection with Goods delivered and/or Services rendered shall expire after twelve (12) months from the date on which the Other Party became aware or could reasonably have become aware of the existence of these rights and powers, but for that reason no Written claim has been filed with Kovax before the expiry of this period.

11.2 In the event that a claim In Writing has been filed by the Other Party with Kovax within the period referred to in clause 11.1 in connection with Goods delivered and/or Services provided by it, any legal claim in this respect by the Other Party shall also lapse if Kovax has not been brought before the court having jurisdiction pursuant to clause 18 of the Conditions within a period of four (4) months after receiving the relevant claim In Writing.

12. Suspension and dissolution

12.1 In the event that the Other Party fails to fulfill any or all of its obligations under the Agreement, the Other Party shall be in default by operation of law and Kovax shall be entitled, without further notice of default and without judicial intervention, to terminate the Agreement unilaterally in whole or in part by means of a Written notice to the Other Party and/or to suspend its obligations under the Agreement, without Kovax being obliged to pay any compensation and without prejudice to any rights accruing to Kovax, including the right to full compensation. All claims that Kovax may have or acquire against the Other Party in these cases shall be immediately due and payable in full.

12.2 In case of bankruptcy, suspension of payment, shutdown, liquidation or takeover or any similar situation of the Other Party's company or if the Other Party ceases its company or if a substantial part of the Other Party's assets are attached or if the Other Party must no longer be deemed to be able to comply with the obligations under the Contract, the Other Party shall be in default by operation of law and Kovax shall be entitled to unilaterally dissolve all or part of the Agreement without further notice of default and without judicial intervention by means of a Written notification, without Kovax being obliged to pay any compensation and without prejudice to its further rights, including Kovax's right to full compensation.

12.3 The Other Party shall be in default by operation of law, in which cases Kovax shall be entitled to unilaterally dissolve the Agreement in whole or in part by means of a Written notice without further notice of default and without judicial intervention, without Kovax being liable for any compensation and without prejudice to its further rights, including Kovax's right to full compensation, if:

a) not (can not) be provided by or on behalf of the Other Party in a timely manner and/or adequate security or there is reasonable ground for Kovax to doubt it;

b) the aforementioned securities do not or no longer appear to be fully valid or enforceable, or can be exercised without restrictions or there are reasonable grounds for Kovax to doubt them;

c) the collateral value of the aforementioned collateral decreases or dreight at;

d) any obligation or regulation with respect to the aforementioned collateral is not timely and/or properly complied with;

e) there is damage to the Goods that is not covered by the insurance, or the insurance is terminated for any reason;

f) there is conservatory or executory seizure of the property by third parties;

g) the Goods are lost, from whatever cause, or damaged to such an extent that in the opinion of an insurer's appointed loss adjuster the cost of repair exceeds the value of the Goods;

h) there has been theft of the Goods, or in the event the Goods have been seized by police or judicial authorities.

12.4 The Other Party is obliged to immediately inform Kovax in writing if any of the circumstances described in this article occur or if the Other Party expects any of the circumstances to occur.

12.5 The termination of the Agreement by Kovax shall result in the Other Party no longer being entitled to use the Goods and these must be surrendered to Kovax at Kovax's request at the Other Party's expense and risk and free of charge, whereby the Other Party shall not be entitled to suspend such surrender and the Other Party waives its right of retention or right of claim to the extent legally possible.

13. Liability and insurance

13.1 Kovax shall be liable for damage suffered by the Other Party that is the result of a shortcoming in the performance of the Agreement attributable to Kovax. However, only that damage for which Kovax is insured, or reasonably should have been insured - given the nature of Kovax's business and the market in which it operates - and only up to the amount paid out by the insurer, if any, is eligible for compensation.

13.2 Not eligible for reimbursement:

a) property damage, such as - but not limited to - trading loss, consequential damage, delay damage and lost profits;

b) supervision damage, which includes damage caused by or during the execution of the work to objects on which work is being carried out or to objects located in the vicinity of the place where work is being carried out (the Counterparty should take out adequate insurance against such damage, if required);

c) damage caused by acts or omissions of the Other Party or third parties in violation of instructions provided by Kovax or in violation of the Agreement and the Conditions;

d) damage as a direct result of incorrect, incomplete and/or faulty information provided to Kovax by or on behalf of the Other Party.

13.3 If:

a) it is not possible for Kovax, at the time of entering into the agreement, to obtain insurance as referred to in paragraph 1 or to renew it thereafter on reasonable terms;

b) the insurer does not pay the relevant claim;

c) the damage in question is not covered by insurance.

d) compensation for damages shall be limited to the amount agreed by Kovax with the Other Party for the present agreement (excluding VAT)

13.4 Kovax is not liable for damage to material supplied by or on behalf of the Other Party as a result of improper processing. At the request of the Other Party, Kovax will perform the processing again, with new material supplied by the Other Party at its expense.

13.5 The Other Party shall indemnify Kovax against all claims by third parties for damage occurring due to or in connection with Services and/or Goods delivered by Kovax, to the extent that Kovax would not be liable to the Other Party for such damage as well.stated and shall at all times remain the property of Kovax.

14. Force majeure

14.1 Force majeure means a failure in the performance of an Agreement that cannot be attributed to Kovax.

14.2 In addition to what is understood by it in the law and in case law, force majeure as referred to in article 14.1 shall in any case - therefore not exclusively - include a failure as a result of (a) problems at and/or serious disruptions of the production process at suppliers, including utility companies,

(b) non-delivery of necessary materials by third parties, (c) intent or gross negligence of auxiliary persons, (d) strike, (e) excessive absenteeism of personnel, (f) fire, (g) special weather conditions (such as floods), (h) governmental measures (both national and international), including import and export bans and import and export restrictions,(i) war, mobilization, riots, insurrection, martial law, (j) sabotage, (k) transport disruptions, (l) breakdown of machinery, (m) transportation delays, (n) epidemics, pandemics and governmental measures to combat them and/or (o) cyber-attacks, data breaches, system failures and failure of IT or communication systems.

14.3 In the event of force majeure, Kovax shall have the option either to suspend the performance of the Agreement until the force majeure situation has ceased to exist, or to partially dissolve the Agreement, whether or not after initially opting for suspension. The Other Party is not entitled to any damages in either case. If the period in which Kovax is unable to comply with its obligations due to force majeure lasts longer than thirty (30) days, the Other Party will also be entitled to partly dissolve the Agreement (for the future), on the understanding that Kovax will be entitled to send an invoice for the work already performed in accordance with article 14.4. In the event of partial termination there is no obligation to compensate any damage.

14.4 If Kovax has already partially fulfilled its obligations when the force majeure occurs or can only partially fulfill its obligations, it is entitled to invoice that part separately and the Other Party is obliged to pay this invoice as if it were a separate Agreement.

15. Production tools

All items used for the purpose of production by or on behalf of Kovax - such as but not limited to dies, molds, stamps, prototypes, special tools and drawings (the "production tools") - and manufactured or purchased by Kovax for the benefit of the Counterparty shall remain the property of Kovax, unless otherwise provided in the Agreement.

16. Dissolution

16.1 Both Parties are obliged to keep confidential all confidential information obtained from each other or from other sources within the framework of their Agreement. Information is considered confidential if it has been communicated by a Party or if it arises from the nature of the information.

16.2 If, on the basis of a statutory provision or a judicial decision, Kovax is obliged to provide confidential information to third parties designated by law or by the competent court, and Kovax cannot in that respect invoke a right to refuse to give evidence, recognized or permitted by law or by the competent court, Kovax will not be obliged to pay damages or compensation and the Other Party will not be entitled to dissolve the Agreement.

17. Intellectual property rights

17.1 All (intellectual and industrial) property rights, including but not limited to copyrights and data bank rights, in all Goods and/or the results of Services including but not limited to copy, models, drawings, designs, documentation, photographic recordings, films, data carriers, equipment and software (in object and source code), data and data files, moulds and dies, which are the subject of and/or result from and/or have been used in the performance of the obligations under the Agreement between Kovax and the Other Party are vested in Kovax. If the aforementioned rights are not vested in Kovax, the Other Party shall be obliged to provide every cooperation in transferring the relevant right to Kovax upon first request.

17.2 The rights to the goods and data referred to in Article 17 shall remain the property of Kovax irrespective of whether the Other Party is charged for their production. These goods and data may not be copied, used or shown to third parties by the Other Party without Kovax's express prior Written consent.

17.3 If and to the extent that Kovax grants the Other Party a right of use in a particular case, such as, for example, the granting by Kovax of a right of use in respect of the Application Action, the Other Party will then subsequently acquire a revocable, non-exclusive and non-transferable right of use limited to the agreed use.

17.4 If the Other Party provides Kovax with information carriers, electronic files and/or software, etc., the Other Party guarantees that this does not infringe any intellectual property rights of third parties.

17.5 For Kovax's processing (or having processed) of personal data (as referred to in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "AVG")), please refer to Kovax's Privacy Statement, which is available upon request and available for inspection at our office.

18. Applicable law and competent court

18.1 All Agreements entered into by Kovax, the formation thereof, all resulting agreements and the choice of forum from clause 18.2 shall be governed exclusively by Dutch law.

18.2 All disputes between the Parties shall be settled exclusively by the District Court of Overijssel, location Zwolle.