Terms of delivery Dexxon Data Media and Storage B.V.

Article 1: Validity of these Conditions

1a. These Conditions apply to all offers and all agreements for sale concluded by Dexxon Data Media and Storage B.V., having its statutory seat in Bodegraven and its office in Alphen aan den Rijn, hereinafter referred to as Dexxon.
1b. In the event of a conflict between the purchaser’s procurement terms and these Delivery Terms, Dexxon’s Delivery Terms shall prevail, unless the purchaser’s procurement terms have been accepted in writing by Dexxon.
1c. If one or more provisions of these General Terms and Conditions should conflict with mandatory legal provisions established by the authorities, the latter provisions shall be deemed to have replaced the relevant provisions or part thereof of the Delivery Terms, without prejudice to the validity of the other provisions of these Delivery Terms.

Article 2: Definition.

The term ‘client’ refers to the one who has placed the order.

Article 3: Offers and Agreements.

3a. All offers, quotations, and price quotations from Dexxon are without obligation unless expressly stated otherwise.
3b. An agreement of sale is only concluded after confirmation by or on behalf of Dexxon of the order placed by the client, or after Dexxon has proceeded with delivery in accordance with the order.
3c. Dexxon reserves the right to refuse orders without giving reasons. Such refusal shall never entitle to compensation.
3d. If transactions are made with two or more clients, they shall be jointly and severally liable for the performance of all obligations arising from the agreement.
3e. Acceptance of Dexxon’s offer, which deviates from the offer, shall be deemed a rejection of the original offer and a new offer, which shall not bind Dexxon. This also applies if the acceptance deviates on minor points from Dexxon’s offer.
3f. If drawings, images, and diagrams are provided with an offer from Dexxon, these remain the property of Dexxon and may not be copied or handed over to third parties without written permission from Dexxon. Upon request by Dexxon, they must be returned to Dexxon immediately.
3g. Representations or statements made by representatives or salespersons of Dexxon, beyond the usual conditions, shall only be binding on Dexxon if confirmed in writing by Dexxon.

Article 4: Prices.

4a. Unless otherwise stated, prices shall be in accordance with Dexxon’s offer.
4b. If, after the conclusion of the agreement and before the agreed delivery time, the prices of auxiliary materials, raw materials, or parts, wages, or any other price-determining factors have changed, Dexxon is entitled to adjust the price accordingly.
4c. Price increases resulting from additions and/or changes to the order shall be borne by the client.
4d. All prices are exclusive of transportation costs, insurance costs, value-added tax (VAT), and other government-imposed levies, unless expressly agreed otherwise, and for foreign deliveries, of customs clearance.

Article 5: Cancellations.

5a. If the client cancels the order, in whole or in part, he shall be obliged to reimburse Dexxon for all reasonable expenses incurred for the execution of this order (preparation costs, orders from third parties, storage, commission, etc.), as well as for any other damage resulting from the cancellation.
5b. Goods that are specially purchased for the client and are not normally kept in stock by Dexxon can never be canceled.
5c. If delivery is delayed due to force majeure for more than 2 months, both the client and Dexxon are entitled to terminate the agreement, without any obligation to pay damages in that case.

Article 6: Delivery and Delivery Times.

6a. Stated delivery times, unless otherwise indicated, are not to be regarded as deadlines.
6b. Exceeding the delivery time shall not entitle to compensation. If the delivery time is exceeded, Dexxon shall notify the client thereof as soon as possible.
6c. If the client does not accept the ordered goods at the time they leave Dexxon’s warehouse, the ordered goods shall be held at his disposal at his expense and risk. This also applies if the transport costs are borne by Dexxon. In such cases, the client shall be obliged to reimburse the costs of storage and/or freight. The choice of means of transport is up to Dexxon. Special conditions apply for carriage paid to destination.
6d. The client is obliged to accept the purchased goods at the time they are delivered to him, or at the time they are made available to him according to the agreement.
6e. If the client refuses acceptance or fails to provide information or instructions necessary for delivery, the goods ready for delivery shall be stored at his expense and risk. In that case, the client is also obliged to pay the storage costs.
6f. Acceptance of the goods shall in all cases take place at Dexxon’s place of establishment.
6g. The risk of the goods shall pass to the client at the time of delivery to the client, at the time the goods leave Dexxon’s warehouse.

Article 7: Transport.

7a. The method of transport, shipment, packaging, and the like shall be determined by Dexxon as a prudent merchant, if no further instructions have been provided by the client to Dexxon.
7b. Any specific transport/shipment requests of the client shall only be carried out if the client declares that he will bear the additional costs thereof.

Article 8: Force Majeure.

8a. Force majeure shall mean circumstances that prevent the performance of the obligation and are not attributable to Dexxon. These shall include (if and insofar as these circumstances make performance impossible or unreasonably difficult) strikes, fire, business disruptions, energy disruptions, non- or untimely delivery by suppliers or other third parties engaged, as well as the lack of any permits obtainable from the authorities. Force majeure on the part of engaged third parties shall also be considered force majeure for Dexxon.
8b. In the event of a force majeure situation, Dexxon shall immediately inform the client thereof.
8c. During the period of force majeure, both parties may suspend their obligations under the agreement. If this period lasts longer than two months, either party is entitled to terminate the agreement without obligation to pay damages to the other party.
8d. To the extent that Dexxon has partially fulfilled its obligations under the agreement by the time force majeure occurs, or is able to fulfill them, and the fulfilled or to-be-fulfilled part has independent value, Dexxon is entitled to separately invoice the already fulfilled or to-be-fulfilled part. The client is obliged to pay this invoice as if it were a separate agreement.

Article 9: Liability.

9a. Dexxon shall not be liable for any damage of any kind arising from the fact that Dexxon has relied on incorrect and/or incomplete data provided by or on behalf of the client.
9b. If Dexxon is liable for any damage, the liability of Dexxon shall be limited to twice the invoice value of the order, or to the part of the order to which the liability relates.
9c. In any case, Dexxon’s liability shall be limited to the amount of compensation paid by its insurer, if applicable.
9d. Dexxon shall only be liable for direct damage.
9e. Direct damage shall only

be understood to mean:
– the reasonable costs incurred by the client to make Dexxon’s performance under the agreement comply; however, this damage shall only be compensated to the extent that the client demonstrates that these costs have led to a limitation of the direct damage as referred to in these general terms and conditions.
– the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these terms and conditions;
– the reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to a limitation of the direct damage as referred to in these terms and conditions.
9f. Dexxon shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings, business interruption damage, and data loss damage.
9g. The limitations of liability for direct damage contained in these Conditions shall not apply if the damage is due to intent or gross negligence on the part of Dexxon or its managerial subordinates.

Article 10: Complaints.

10a. The client is obliged to (have) examine(d) the delivered goods immediately upon their availability or upon the completion of the relevant work. The client must ascertain whether the quality and quantity of the delivered goods correspond to what has been agreed, or at least meet the requirements that apply to them in normal (commercial) traffic.
10b. Any visible defects must be reported to Dexxon in writing within seven days of delivery.
10c. Any non-visible defects must be reported to Dexxon in writing immediately, but in any case no later than fourteen days after their discovery.
10d. Even if the counterparty complains in a timely manner, his obligation to pay and accept orders placed shall remain.

Article 11: Suspension and Termination.

11a. Dexxon is entitled to suspend the performance of its obligations or to terminate the agreement if:
– the client fails, fails in part, or fails to fulfill his obligations under the agreement, not fully or not in a timely manner;
– after the conclusion of the agreement, circumstances have come to Dexxon’s knowledge that give good reason to fear that the client will not fulfill his obligations;
– at the conclusion of the agreement, the client was asked to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient;
– If due to the delay on the part of the client, it is no longer reasonable to expect Dexxon to fulfill the agreement under the originally agreed conditions, Dexxon is entitled to terminate the agreement.
11b. Furthermore, Dexxon is entitled to terminate the agreement if circumstances arise which are of such a nature that the performance of the agreement becomes impossible or the unchanged maintenance of the agreement cannot reasonably be expected from Dexxon.

Article 12: Reservation of Ownership.

12a. All goods delivered by Dexxon under the agreement shall remain the property of Dexxon until the client has fully complied with all obligations arising from the agreement(s) concluded with Dexxon.
12b. Goods delivered by Dexxon, which fall under the reservation of ownership pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The client is not authorized to pledge or encumber the goods falling under the reservation of ownership in any other way.
12c. The client shall always do everything that may reasonably be expected of him to safeguard Dexxon’s property rights.
12d. If third parties attach the goods delivered under reservation of ownership or wish to establish or assert rights thereon, the client is obliged to inform Dexxon immediately thereof.
12e. In the event that Dexxon wishes to exercise its rights referred to in this article, the client hereby gives Dexxon unconditional and irrevocable permission, as well as to third parties designated by Dexxon, to enter all those places where Dexxon’s properties are located and to retrieve those goods.

Article 13: Disputes.

13a. The court in the place of establishment of Dexxon shall have exclusive jurisdiction to hear disputes, unless the law mandatorily prescribes otherwise. Nevertheless, Dexxon shall have the right to submit the dispute to the court competent according to the law.
13b. Parties shall only resort to the court after they have made every effort to settle the dispute amicably.

Article 14: Suspension and Termination.

If the client does not, properly, or timely fulfill any obligation arising from this or any other agreement concluded with Dexxon, or in case of bankruptcy, suspension of payments, cessation, or liquidation of the client’s business, he shall be deemed to be in default by operation of law and Dexxon shall have the right, without any notice of default or judicial intervention, to suspend the execution of the agreement, or to terminate the agreement in whole or in part, at its option, without Dexxon being obliged to pay any damages or guarantees, without prejudice to its other rights. In these cases, any claim that Dexxon has or receives against the client shall become immediately and fully due and payable. The client shall be liable for the damages suffered by Dexxon, including loss of profit, transportation costs, and costs of default notice.

Article 15: Right of Retention.

Without prejudice to the legal right of retention, Dexxon is entitled to retain any item of the client that has been made available to it for any reason whatsoever, until full payment has been received for all amounts owed by the client to Dexxon for whatever reason. The right of retention shall also apply if the client is declared bankrupt.

Article 16: Warranty.

16a. Warranty for delivered goods shall only be provided to the extent provided by the suppliers. This shall not apply if these warranty provisions undermine the legal rights of a buyer in a consumer purchase. Warranty provisions shall apply in other cases if and to the extent agreed upon in writing between the parties.
16b. Dexxon ‘s warranty obligation shall lapse if the client himself makes changes to or repairs the delivered goods or has them made by third parties, or if the delivered goods are used for purposes other than normal ones or if, in the opinion of Dexxon, they are handled or maintained in an improper manner.

Article 17: Deviating Conditions.

17a. If a confirmation from the client contains provisions or conditions that conflict with these General Terms and Conditions, they cannot be accepted unless expressly accepted in writing by Dexxon.
17b. In case of coincidence of uniform purchasing conditions used by the client and these General Terms and Conditions, the Conditions of Dexxon shall prevail.

Article 18: Force Majeure.

Force majeure shall in any case also be understood to mean: war, blockade, power failure, fire, extreme temperature fluctuations, natural disasters, export or import bans, refusal to grant import and export permits, confiscation or other government measures, and non-performance by Dexxon’s suppliers or other forms of non-compliance by these suppliers with their obligations, as well as any other external cause which, according to written or unwritten law, custom, or common opinion, cannot reasonably be attributed to Dexxon.

Article 19: Insurance.

The client may request Dexxon to take out insurance at the expense of the former, which covers risks for which Dexxon is not liable. However, Dexxon is only obliged to take out insurance as mentioned above if and to the extent that Dexxon has committed itself to do so in writing.

Article 20: Disputes.

All disputes between parties concerning the interpretation or application of these General Terms and Conditions shall, if necessary, be submitted for settlement to the competent Dutch court.

Article 21: Applicable Law.

These Conditions, as well as offers and agreements, shall be governed exclusively by Dutch law and Dutch Private International Law.

Duly deposited with the Chamber of Commerce in Leiden
Alphen aan den Rijn, December 15, 2005
Dexxon Data Media and Storage B.V. Chamber of Commerce registration number 29031645