General terms of delivery of Van Tienen Milieuadvies B.V.
K.v.K. in Venlo: 14127542
Version 4: date 21-8-2016.

Article 1. Definitions and application
Article 2. Agreement
Article 3. Deviations
Article 4. Rates/prices
Article 5. Payment and guarantees
Article 6. Implementation of the agreement
Article 7. Starting time and deadlines
Article 8. Changes in work under contract (more or less work) and cost-increasing circumstances
Article 9. Complaints
Article 10. Liability
Article 11. Warranty
Article 12. Retention of title
Article 13. Termination
Article 14. Dissolution of the agreement
Article 15. Competence and application of Dutch law
Article 16. Conversion
Article 17. Information obligation of general terms

GENERAL TERMS OF DELIVERY FOR:
Van Tienen Milieuadvies B.V. (hereinafter referred to as VTM), incorporated and domiciled in Venlo:

Article 1. Definitions and application:
1. These general terms are applicable to all legal relationships (including agreements and offers) between VTM and its shareholders/directors (hereinafter referred to as: VTM) and the other party. Legal relationships include, among others: performing measurements, degassing, training, giving advice, disposing waste, selling and/or delivering goods and all other work and activities of VTM. The relationships are hereinafter referred to as “agreement(s)”.
2. In the present general terms, “the other party” shall be understood to be any natural or legal person who acts as a client, contractor, tenant, lessor, buyer, seller or as any other capacity in an agreement with VTM.
3. Any general terms of the other party shall not bind VTM. Any applicability of same is hereby explicitly rejected.
4. Deviation from these general terms can only be agreed in writing. Other terms that have not been deviated from expressly and in writing will continue to apply in full force and effect. The deviation of these terms will only apply on cases that have been stated in that agreement, unless that deviation is confirmed expressly in a following agreement.
5. Everything that is stipulated in these terms and any further agreements on behalf of VTM, will also be stipulated on behalf of intermediaries and third parties employed by VTM.
6. These terms are also applicable on future agreements with the other party, even if the applicability of these terms has not been expressly agreed on upon concluding these terms.
7. If any provisions of these terms are invalid, it is deemed that a provision that can be regarded as valid, that reflects the invalid provision as much as possible, has to be included as a substitute. The same applies to provisions that VTM cannot invoke.

Article 2. Agreement
1. All offers from VTM are non-binding. An agreement is made as soon as the acceptation of the non-binding offer has reached VTM, unless VTM revokes the non-binding offer immediately after receiving the acceptation. In any case, a period of one week is considered as immediately. The mere submission of a quotation, estimate, preproduction estimate or similar information, whether or not designated as an offer by VTM shall not entail an obligation on the part of VTM to enter into a contract with the other party.
2. If reservations or alterations are made to the offer in the acceptance of the other party, in deviation from the provisions of the preceding paragraph, the agreement will only be made if and as soon as VTM has informed the other party in writing to agree to such deviations from the offer. The agreement of VTM shall never be deemed to cover any applicability of general terms that are used by the other party.
3. Legal actions, announcements and the like from the other party with subordinates from VTM do not bind VTM, unless and so far as these legal actions, announcements and the like are expressly approved by VTM. VTM only can refer to these provisions.

Article 3. Deviations
1. Prices by VTM are always quoted on the basis of the prices in force on the time of the offer. The prices quoted are exclusive of turnover tax and other levies imposed by the government.
2. VTM is entitled to increase the agreed prices should one or several of the following circumstances occur after the conclusion of the contract: rise in the costs of materials, fuels, semi-finished products or services required for executing the contract, rise in the costs of transport, dumping and processing costs, wages, employers’ contributions, social insurances, costs of other employment conditions, the introduction of new and/or the increase in existing
government levies, import and export duties or other levies and/or taxes both domestic and abroad, or, generally speaking, other circumstances that are comparable with the above.
3. VTM is allowed to deviate from the technical data, dimensions, capacities, etc. given if such deviations are of minor importance. Deviations of 10% or less of the total work and deviations that, bearing in mind all circumstances, do not reasonably have any influence or only a minor influence on the useful value of the work, shall always be deemed to be deviations of minor importance.
4. The price in the agreement is based on normal working hours and weeks in accordance with the applicable collective labour agreement and other employment conditions. If, in pursuance of these employment conditions, the right of a special allowance (e.g. overtime) exists, VTM will proportionally increase the price.
5. In case additional costs are incurred during the implementation of the agreement and/or in case of additional risks, e.g. at dangerous locations or obstacles or factors delaying the implementation, VTM may add a surcharge to the prices agreed on, proportionate to these risks and costs caused.
6. VTM has at all times the right to let third parties carry out the agreement.

Article 4. Rates/prices
1. For all activities and business, prices and/or rates (hereinafter together referred to as: prices) fixed by VTM have to be agreed upon by the parties, in the absence of which VTM will use the rates common in the industry, unless the rates commonly used by VTM are higher (in which case this last rate will apply).
2. Previously agreed or charged prices do not bind VTM, unless these are confirmed in a following agreement.

Article 5. Payment and guarantees
1. The other party is expected to pay the invoice (and any other payments) without deduction of any discount or damages or set-off of claims and without any suspension, within thirty days after billing date (or any other previously agreed term) into a bank or giro account provided by VTM. Any costs incurred in payment are for the account of the other party. In case of non-cash payments, the applicable date of payment is the date on which the sum is credited to the bank account of VTM.
2. In case of a delay in the date of payment, as referred to in paragraph 1, the other party will be obliged to pay a contractual interest at 12% a year, without notice of default being required, from the due date of payment, as well as the full judicial and extrajudicial costs that are equal to the collection rates of the Dutch Law Society with a minimum of EUR 250, whether or not these costs have actually been incurred. If, in a certain period, the statutory commercial interest is higher than the contractual interest, the statutory commercial interest will apply instead of the contractual interest in this period. Legal costs include but are not limited to all costs regarding the recovery of the consideration due, such as attachment costs, costs of legal proceedings and insolvency costs, including the costs of employed jurists/lawyers and other advisers.
3. If the other party defaults any payment the party is obliged to make, VTM is entitled to suspend the execution of the agreement and all associated agreements, without being obliged to any compensation.
4. The other party is not entitled to suspend any payment or delivery obligation, pending the execution of the obligation by VTM. The other party cannot block the payment obligation through seizure among himself.
5. Before commencing the performance of the agreement or before continuing the agreement, VTM has the right to demand sufficient security for the fulfilment of the payment obligations of the other party. In the absence of timely payment, the other party is obligated to provide sufficient security of payment according to the opinion of VTM, including collateral security. The security provided shall be such that the claim together with any interest and costs shall be adequately covered. In case of any payment default, the other party is required to meet its payment obligations in another way. VTM shall always be entitled to refuse the payment method mentioned in the previous sentence. The costs of the guarantees and other payment methods are at the other party’s expense, as well as the costs and damages VTM makes and suffers due to suspension of work.
6. In the event of liquidation, insolvency, (petition of) bankruptcy or (petition for) suspension of payment of the other party, the obligations of the other party will be claimable immediately.
7. Payments made by the other party shall always be used to, firstly, settle all interest and costs owed and then due and payable invoices which have been outstanding the longest, unless the other party expressly indicates in writing, when making the payment, that the payment relates to another invoice.
8. If a payment discount, however described, has been agreed upon, this will only be applicable if the other party has met the set conditions and all other (payment) obligations resulting from the agreement towards VTM have been met completely and timely.
9. VTM has the right of retention on goods provided by the other party, under any name whatsoever.

Article 6. Implementation of the agreement
1. VTM will execute the agreement to the best of its abilities and in accordance with the requirements of good craftsmanship, taking into account the knowledge available at that time. VTM will carry out the implementation of the agreement to individuals specialised in the relevant subject area and will use equipment appropriate for the task.
2. The contracting party shall ensure that all information, which VTM declares to be necessary or which the contracting party should reasonably understand to be necessary for the performance of the agreement, is provided to VTM in good time. If the contracting party fails to timely supply the information required for performing the agreement, VTM has the right to suspend the performance of the agreement and/or to charge the contracting party for any extra costs relating to the suspension, in accordance with the customary rates.
3. The procedure VTM uses when performing gas measurements fully complies with the guidelines from the labour inspection.
4. VTM declines all responsibility in case instructions and advice given by VTM have not been followed by the contracting party.
5. If it has been agreed that the agreement will be performed in phases, VTM is entitled to suspend the performance of those elements that are part of a subsequent phase until the other party has approved the results of the preceding phase in writing.

Article 7. Starting time and deadlines
1. The commencement time and delivery time, within which the work has to be performed by VTM, will be specified by VTM and the other party.

Article 8. Changes in work under contract (more or less work) and cost-increasing circumstances
1. The provisions of this article shall apply to work that is accepted by VTM at an agreed total price for the completed work.
2. VTM is entitled to change the agreed performance, taking into account the circumstances, in case, according to VTM, this is necessary to execute the work properly.
3. In case the change, as referred to in paragraph 2, gives more work, this is considered as cost-increasing circumstances as referred to in paragraph 4 ff in compliance with its provisions.
4. In this article, cost-increasing circumstances are defined as: circumstances that are such, at the conclusion of the contracting agreement, that it was not necessary to take into account the chance that these would occur, or that cannot be imputed to VTM or that increase the costs of the work significantly.
5. In case the cost-increasing circumstances as referred to in paragraph 4 occur, VTM is entitled to a supplementary payment subject to the provisions in the following paragraphs.
6. VTM will inform the other party, if it finds that cost-increasing circumstances have occurred. In that case, the other party will consult VTM in the short term to agree to what extent the increase in costs will be compensated in all reasonableness and fairness. In case the other party does not take abovementioned counsel, they shall be deemed to consent with a settlement or expenses for the increase in costs.
7. By way of derogation of article 7:1646 of the Dutch Civil Code, the other party does not have to give prior written authorisation for changes as referred to in paragraph 2 nor for charging for cost-increasing circumstances.
8. The other party shall be exclusively entitled to, instead of consenting to a compensation as referred to in paragraph 6, limit, simplify or terminate work, after which the sum of money due by the other party will be determined by VTM using standards of reasonableness and fairness.

Article 9. Complaints
1. After the delivery, the other party will examine whether or not VTM has complied with all the obligations contained in the agreement with due rapidity. Visible defects, if any, shall be reported in writing to VTM within 24 hours after delivery. The other party also needs to justify why this is a matter of defect and needs to give a description of the defect as clear as possible. Complaints regarding defects which are not visible on completion have to be submitted in writing as soon as the client has detected the defects or should have detected the defects, but in all cases within 8 calendar days of completion.
2. VTM is always entitled to establish a new reliable performance instead of a previous unreliable performance (unless the default cannot be repaired). The compliance of the agreement will be regarded as fully reliable, in which case the agreement cannot be annulled by the other party.
3. The compliance of the agreement by VTM is regarded as reliable if the other party is in default with regard to performing the examination of this article as referred to in paragraph 4 in time or to give notice of the result of the examination in time.
4. The invoice of VTM will held to be correct, if the other party has not submitted a motivated protest in writing to VTM within 8 calendar days after the billing date.
5. For transactions for which nature and extent no quotation, order confirmation or agreement in writing is sent, the invoice is considered to describe the agreement correctly and completely, unless a complaint in writing is sent within 8 calendar days after the billing date, with the nature and cause of the complaint described in precise detail.
6. VTM should have the opportunity to examine the merits of the complaint. If a complaint is found to be (partially) justified, VTM will repair the delivered performance, if responsible - to VTM’s choice – or will replace the performance. VTM can also choose to credit a part of the price or compensate the difference in value between a reliable performance and the actual performance. Liability for any delay in the delivery of replacing products or services that possibly results from this is excluded.
7. If a careful and alert other party considers the deadlines referred to in this article unacceptably short in all reasonableness and fairness, this deadline will be extended to the first moment at which the examination or the notification by VTM for the other party the is reasonably possible.
8. Any claim for damages, repair or replacement of any delivered good, delivery of the missing, in any way whatsoever, as well as any right to dissolve the agreement shall be invalid in the event of late reporting, as well as after 6 calendar months after the delivery or completion of the service.
9. VTM’s performance will, in any case, be deemed reliable, if the delivery or part of the delivery has been put into use by the other party, has been treated or processed by them, has been delivered to third parties by them, or had them used, treated or processed or delivered to third parties, unless the other party has complied with the provisions of the
first paragraph of this article and has not used the delivery or part of the delivery, has not treated or processed them, has not delivered them to third parties, or has not had them used, treated, processed or delivered by third parties.

Article 10. Liability
1. VTM is not liable for damage suffered or still to be suffered by or theft of goods of third parties, independent of their nature and origin. All work and activities shall be performed at the instructing party’s expense and risk, unless there is evidence of intent or gross negligence on behalf of VTM. VTM is not required to compensate damage as a result of a shortcoming in the performance of any obligation or tort if this cannot be imputed to the company (force majeure). This is the case if the shortcoming cannot be imputed to a fault on VTM’s behalf, either in accordance with the law, legal act or generally accepted standards. In this case, the agreement cannot be dissolved by the other party.
2. Absence of imputability as referred to in paragraph 1 can be found in case of, among other things, extreme and/or unsuitable weather conditions, staff illness, extreme or unexpected traffic congestion, obstruction of the transport route, disturbances at the company of VTM or its suppliers or third parties that are involved in the performance of the contract, breakdown of machines used by VTM or involved third parties, any shortcoming on the part of suppliers or involved third parties, delayed delivery of parts, government measures, as well as any delay and undercapacity at VTM that has been the result of delay in other activities of VTM that have been developed by the abovementioned circumstances.
3. VTM has the right invoke force majeure if the circumstance that prevents (further) compliance takes effect after VTM should have fulfilled the agreement.
4. During a period of force majeure, the obligations of VTM shall be suspended. Where the period of time in which discharge of the obligations by VTM is not possible due to force majeure lasts more than a week, VTM shall be entitled to dissolve the agreement, without any obligation to pay compensation existing in that case. Dissolution shall take place by means of a written statement.
5. If VTM has partially fulfilled its obligations on the occurrence of force majeure or is only able to fulfil part of its obligations, the company is entitled to bill the part already delivered or part to be delivered separately and the other party is obliged to pay the invoice as if it concerned a separate contract. However, this condition is not valid when the already delivered or deliverable part has no independent value.
6. VTM accepts liability of any kind for faults in the execution of the agreement caused by or arising from actions or negligence on the part of the other party or third parties for which the other party is liable. Furthermore, VTM shall not be liable for damage caused by performance by subordinates from VTM for instructions, advice or orders from the other party that are not part of the work arising from the contract, unless the other party proves this is due to gross negligence or intent on behalf of VTM.
7. VTM is only liable for improper, partial or no execution of the agreement as well as advice and examinations given, if and as far as such execution is the direct result of intent or gross negligence on the part of the managers employed at VTM. Measuring, judgement, assessment, calculation and writing errors are explicitly not regarded as a consequence of intent or gross negligence.
8. The obligation to compensate damage suffered by VTM shall not in any event relate to any loss of turnover or any other trading loss and/or consequential loss.
9. VTM is never liable for damage, for whatever reason, unless it is or can be reasonably covered by an insurance policy.
10. The obligation to compensate damage by VTM shall never exceed the amount of the highest credit entry of the invoice amount (excluding turnover tax) of the not or improperly or indemnified executed part, this with deduction of purchase costs and costs by third parties of abovementioned part.
11. In case VTM cannot fully rely on the limitations and exclusions of liability mentioned in the previous paragraphs, VTM is in any case never liable for damages, for whatever reason, insofar as this damage exceeds EUR 10,000.
12. Unless expressly agreed otherwise (by fixing a guarantee period), VTM does not guarantee any goods delivered or activities performed by the company itself, advice or examinations given and VTM does not warrant that the goods delivered or activities performed by the company itself are suitable for the objective intended by the other party. In case the goods and services delivered to VTM have been guaranteed by suppliers of these goods or services, VTM will assign these rights against these suppliers to the other party at the first request and at the expense of the other party.
13. Unless expressly agreed otherwise, the order of VTM entails nothing more than an obligation to perform the agreed activities and/or deliver the agreed goods to the best of its abilities (no performance obligations).
14. Managers, shareholders, directors and employees of VTM can invoke the same defence against the other party to defend or limit the liability, if they are claimed by the other party.

Article 11. Warranty
If VTM is held liable by a third party for any damage or part of the amount of the damage, for which it shall not be liable under the contract or the present terms and conditions, if that damage was suffered by the other party, the other party shall hold VTM fully harmless and reimburse VTM in full for all that the latter has to pay to such third party. Furthermore, the other party is obliged to hold VTM harmless for damage and/or fines, claims, penalty payments and other government measures. These indemnification obligations from the other party are also applicable to the managers, shareholders, directors, employees and other persons involved in VTM.

Article 12. Retention of title
1. Without prejudice to the provisions of article 7 of these conditions, VTM reserves the rights and powers vested in it under the Copyright Act.
2. Any documents provided by VTM such as reports, advice, designs, sketches, drawings, software and such shall be provided for use by the other party exclusively.
3. VTM reserves the right to use knowledge acquired during the conducting of the activities for other purposes, to the extent that no confidential information is brought to the knowledge of third parties.

Article 13. Termination
Both parties can give written notice of termination of the agreement at any time. In this case the parties must observe a period of notice of at least 12 months or another term of notice agreed between the parties.

Article 14. Dissolution of the agreement
1. The claims from VTM to the client are immediately claimable in the following cases: - Circumstances that have come to VTM’s notice after concluding the agreement give VTM good reason to fear that the opposing party shall not fulfil its obligations; - If VTM has requested the client upon concluding the agreement to supply security for compliance, and this security has not been provided or it is insufficient.
2. In such cases, VTM is authorized to suspend the further performance of the agreement or to change to termination of the agreement, not-withstanding the right of VTM to claim damages.

Article 15. Competence and application of Dutch law
1. Disputes will be put before the civil court in the Netherlands. In cases where the court has the jurisdiction, the court of Limburg has the exclusive jurisdiction. VTM is also entitled to submit disputes to another legally competent court.
2. Dutch law is applicable to the quotations, offers, acceptations and agreements.
3. In any event, the other party is deemed to be resident in the Netherlands for any agreement and for any dispute that is a result of it. In the absence of an address in the Netherlands known to VTM, the rules for not having a known address in the Netherlands will be applicable (even if the other party has a known address outside of the Netherlands).
4. The Vienna Sales Convention (CISG) of 11 April 1980 (Trb. 1986,61) is not applicable and is hereby expressly ruled out.

Article 16. Conversion
A provision of these terms of delivery that is declared void or otherwise non-binding does not affect the validity and applicability of other provisions. In this case, the client and VTM are deemed to have agreed on a clause that is legally valid, which is to be formulated as closely as possible to the legally invalid clause.

Article 17. Information obligation of general terms
For small parties, VTM shall ensure that these conditions are supplied to the client before or upon concluding the agreement. If this is not possible, the company will let it be known to the other party that the conditions are available for viewing at VTM before concluding the agreement and that they will be sent upon the first request. These terms have been registered with the Dutch Chamber of Commerce.
The most recently filed version and/or the version in force at the time the contract in question was established will apply at all times.