General conditions

Of the private company with limited liability 4SCM B.V., based in Sint-

Michielsgestel and registered with the Chamber of Commerce under number 73002283

1 Definitions

In these Terms and Conditions, the following definitions shall apply:

a) General Terms and Conditions: the present general terms and conditions for delivery of services by 4SCM B.V.;

b) Assignment(s): the contract(s) of assignment within the meaning of Article 7:400 of the Dutch Civil Code between 4SCM B.V. and Principal concerning the placement of experts with Principal;

b) Client: any natural or legal person who orders the services mentioned in Article 3 of these General Terms and Conditions;

2 General

2.1 These General Terms and Conditions apply to all offers, quotations, assignments and to all agreements to buy, sell or provide services between 4SCM and the Principal.

2.2 The applicability of standard conditions used by Principal or to which Principal may refer in any way is hereby expressly rejected, unless expressly accepted in writing by 4SCM.

2.3 Any deviations from these General Terms and Conditions must be expressly agreed upon in writing. No rights may be derived from such deviations with respect to legal relationships entered into at a later date. In the event of deviation from one or more provisions of these General Conditions, the remaining provisions shall remain in full force and effect.

2.4 When deviations from these General Terms and Conditions on any points and/or part are explicitly or tacitly allowed by 4SCM for a shorter or longer period of time, this will not affect 4SCM's right to direct and strict compliance with the General Terms and Conditions.

2.5 In case of conflict between provisions of the Order and the text of these General Conditions, the provisions of the Order shall prevail.

3 Agreements and general obligations Client

3.1 4SCM provides services for the benefit of Client in the recruitment, selection and placement of (automation) experts.

3.2 All offers and quotations made by 4SCM are without obligation and shall only be considered an invitation to make an offer, unless expressly stated otherwise.

3.3 An Assignment is concluded at the moment it is signed by Principal or at the moment when 4SCM's expert begins his work for Principal.

3.4 The Principal shall at all times be obliged to provide all reasonable cooperation to enable 4SCM to perform the Assignment in accordance with its obligations in this respect.

3.5 At all times during the Assignment, the Client shall be obliged to provide all reasonable cooperation and all necessary information to enable 4SCM's expert placed with the Client to perform the agreed work.

4 Price/Payment

4.1 The agreed rates are always valid for a maximum of one Assignment. In case of extension or material modification of an Assignment or entering into a new Assignment, 4SCM shall be entitled to propose new rates.

4.2 Payment must be made within 14 days of the invoice date.

4.3 If the Principal defaults in the fulfillment of its payment obligations, it shall immediately be in default without further notice of default. 4SCM shall then be entitled to suspend the performance of the Assignment. Furthermore, 4SCM shall be entitled, without further notice or Kvk: 73002283 RSIN: 859316117 notice of default, to charge the statutory interest in commercial transactions pursuant to article 6:119a of the Dutch Civil Code over the period in which Principal is in default of payment.

4.4 All that the Client owes shall be immediately due and payable if the Client fails to meet its payment obligations, becomes bankrupt, applies for a provisional or definitive moratorium, is placed under guardianship, if its goods and/or receivables are attached under execution, and if it goes into liquidation or is dissolved.

4.5 All prices are exclusive of VAT. Payment must be made in Euros.

4.6 All costs related to payment, including provision of security, shall be borne by Client.

4.7 All judicial and extrajudicial costs incurred by 4SCM as a result of Principal's non-compliance with its (payment) obligations shall be borne by Principal, with a minimum of 8% of the total fee related to an Assignment.

4.8 Payments made by the Principal shall primarily serve to pay the interest owed by the Principal as referred to in Article 4.5, then the judicial and extrajudicial costs referred to in Article 4.9, and then be deducted from the oldest outstanding claim.

4.9 4SCM shall be entitled to set off any claims it may have against Principal, regardless of whether these claims are already due and payable, against any claims Principal may have against 4SCM. 4SCM shall at all times be entitled to demand full or partial payment in advance.

4.10 The Principal shall not be authorized to suspend its obligations to 4SCM or to set off what it owes to 4SCM against or deduct what the Principal owes to 4SCM.

5 Transfer

Each of the parties warrants, now for then, that in the event that its business is transferred to a third party during the term of the Assignment, it will transfer the existing Assignment including all rights and obligations to the acquirer of the business.

6 Collateral

6.1 If 4SCM has valid reasons to doubt Principal's willingness to pay and financial soundness, it shall be entitled to require security for the fulfilment of all of Principal's obligations under the Assignment. If such security is refused by Principal, 4SCM shall be free to terminate the Assignment with immediate effect, without prejudice to 4SCM's rights to compensation for damages and costs.

7 Warranty and liability

7.1 The services will be performed by 4SCM to the best of its knowledge and ability. 4SCM does not guarantee that a desired result will indeed be achieved at a certain time. 4SCM does not accept any liability for the substantive performance of the Assignment.

7.2 Except in case of intent or conscious recklessness of 4SCM or its direct managers, 4SCM is not liable for any damage.

7.3 In all cases, 4SCM's liability shall be limited to a maximum of the total amount of fees invoiced by 4SCM for the Assignment in which the damage occurred. If the damage is compensated by an insurer, 4SCM's liability shall be limited to the amount actually paid out under that insurance policy in the case in question, increased by the amount of the deductible.

7.4 Not eligible for compensation by 4SCM are consequential damages, indirect damages, losses suffered, loss of profits, loss of income or any other loss of business of the Principal, regardless of the manner in which they were incurred.

7.5 4SCM is not liable for damages caused by intentional, deliberate recklessness or otherwise of its experts. Chamber of Commerce: 73002283 RSIN: 859316117

7.6 4SCM stipulates all legal and contractual defenses that it can invoke against the Principal to ward off its own liability, also for the benefit of its experts.

7.7 All claims by Client under this Article shall lapse one year after the termination of the Assignment which caused the damage.

7.8 The Principal shall indemnify 4SCM for claims by third parties, including the Principal's employees, except to the extent of intent or conscious recklessness on the part of 4SCM or its direct managers.

7.9 4SCM will not be liable for non-, untimely or incomplete fulfillment of its obligations due to shortcomings that cannot be attributed to 4SCM, including cases of force majeure.

7.10 Principal shall be obliged to take all measures necessary to limit the damage for which it wishes to hold 4SCM liable.

7.11 The foregoing provisions are without prejudice to any liability under mandatory law.

8 Applicable law/Dispute resolution

8.1 All legal relationships between 4SCM and Principal shall be governed by Dutch law, unless expressly agreed otherwise.

8.2 In disputes arising from or related to an Assignment, these General Conditions, an offer or otherwise, the Court of East Brabant shall have exclusive jurisdiction.

9 Conversion

If and to the extent that any provision of these General Terms and Conditions cannot be invoked on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question shall in any event be accorded a meaning corresponding as closely as possible to its content and scope so that it can be invoked. The nullity or voidability of one or more provisions of these General Terms and Conditions shall not result in the nullity or voidability of the remaining provisions.

10 personal data

4SCM only provided personal data in accordance with the General Data Protection Regulation (AVG). Client shall keep all registered personal data of an expert of 4SCM confidential in accordance with the AVG.

11 Depot

These general terms and conditions are filed with the Chamber of Commerce under number ........... and can also be consulted on 4SCM's website. A copy of these general terms and conditions will be sent upon request.