GENERAL TERMS AND CONDITIONS:

of:

The firm Dugour Electronics Almere BV, trading under the name DEA bv, hereinafter referred to as DEA, is the exclusive licence holder of the DEA Logic, C-Lock and Cinnovate products and brands.

Registered office:
Transistorstraat 20
1322 CE ALMERE
filed with the Chamber of Commerce under registration number 39046783

1. GENERAL

1.1 These general terms and conditions apply to all offers of DEA and all agreements between DEA and Buyers.

1.2 Any conditions, including conditions of Buyer, that deviate from these conditions are expressly rejected, with the exception of conditions accepted in writing by DEA.

1.3 If DEA does not always demand strict compliance with the conditions, this does not mean that the provisions thereof do not apply, or that DEA would in any way lose the right to demand strict compliance with the provisions of these conditions in other cases.

2. OFFERS, QUOTATIONS AND ORDERS

2.1 Unless expressly stated otherwise, all offers and quotations are entirely without obligation.

2.2 Every order for goods to be placed by Buyer with DEA must be made in writing.

2.3 An agreement between DEA and Buyer is concluded by written order confirmation from DEA to Buyer.

2.4 If the acceptance of Buyer (whether or not on minor points) deviates from the offer included in the quotation or the offer, DEA is not bound by it. The agreement is then not concluded in accordance with this deviating acceptance, unless DEA indicates otherwise.

2.5 A composite quotation does not oblige DEA to carry out a part of the assignment at a corresponding part of the stated price. Offers or quotations and/or parts thereof do not automatically apply to future orders.

3. PRICES AND DISCOUNTS

3.1 All prices are exclusive of value added tax (VAT).

3.2 The agreed prices are the prices stated in the order confirmation, with the understanding that DEA reserves the right to charge to Buyer any increase in the cost price of the goods concerned arising from any government measure. If the price increase, other than as a result of an amendment of the agreement, amounts to more than 10% and takes place within three months after conclusion of the agreement, only the Buyer who is entitled to invoke title 5 division 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by means of a written statement, unless DEA is then still willing to execute the agreement on the basis of what was originally agreed.

3.3 If DEA agrees a fixed price with the Buyer, DEA is nevertheless at all times entitled to increase this price without the Buyer being entitled in that case to dissolve the agreement for that reason, if the increase of the price results from an authority or obligation pursuant to the law or regulations or has its cause in an increase of the price of raw materials, wages et cetera or on other grounds that could not reasonably have been foreseen at the conclusion of the agreement.

4. TERM OF THE AGREEMENT; PERFORMANCE, DELIVERIES/PARTIAL DELIVERIES AND AMENDMENT OF THE AGREEMENT

4.1 The agreement between DEA and Buyer is entered into for an indefinite period, unless otherwise follows from the nature of the agreement or unless the parties expressly and in writing agree otherwise.

4.2 If a term has been agreed or specified for the completion of certain activities or for the delivery of certain goods, this is never a final deadline. In case of exceeding a term, Buyer must therefore give written notice of default to DEA. DEA must in that case be given a reasonable term to still perform the agreement.

4.3 If DEA requires data from the Buyer for the performance of the agreement, the performance term does not commence until the Buyer has made these available to DEA correctly and completely.

4.4 DEA has the right to have certain activities performed by third parties.

4.5 If the agreement is performed in phases, DEA may suspend the performance of those parts belonging to a following phase until the Buyer has approved in writing the results of the preceding phase.

4.6 If during the performance of the agreement it appears that it is necessary for a proper performance thereof to amend or supplement it, the parties shall proceed in good time and in mutual consultation to adjust the agreement. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Buyer, of the competent authorities et cetera, is amended and the agreement is thereby amended in a qualitative and/or quantitative respect, this may also have consequences for what was originally agreed. As a result, the originally agreed amount may be increased or decreased. DEA shall, as far as possible, give a price quotation for this in advance. An amendment of the agreement may furthermore change the originally specified term of performance. The Buyer accepts the possibility of amendment of the agreement, including the amendment in price and term of performance.

4.7 If the agreement is amended, including a supplement, DEA is entitled to give first performance to it after approval has been given by the person authorised within Buyer and the Buyer has agreed to the price stated for the performance and other conditions, including the moment then to be determined at which performance will be given. The non-performance or not immediate performance of the amended agreement does not constitute a breach of contract by DEA and is for the Buyer no ground to terminate the agreement. Without being in default, DEA may refuse a request to amend the agreement if this could have consequences in a qualitative and/or quantitative respect, for example for the activities to be performed or goods to be delivered in that context.

4.8 If the Buyer fails in the proper performance of what he owes to DEA, the Buyer is liable for all damage (including costs) that arises on the side of DEA as a result, directly or indirectly.

4.9 For delivery, three transport categories are used:

1. Small transport DHL / PostNL etc.

2. Large transport DHL, etc. uninsured transport (risk is for the buyer).

3. Large transport Courier, insured transport.
   Transport costs are always at the expense of the Buyer. In case of a partial delivery, the extra costs involved are always at the expense of the Buyer.

4.10 The purchased and to be delivered goods are at the expense and risk of Buyer, as soon as and insofar as they are ready for collection on the date and at the place specified by DEA.

4.11 The Buyer is obliged to take delivery of the purchased goods at the moment they are delivered to him or at the moment they are made available to him in accordance with the agreement. If the Buyer refuses delivery or is negligent in providing information or instructions necessary for the delivery, the goods will be stored at the risk of the Buyer. The Buyer shall in that case owe all additional costs, including in any case storage costs.

4.12 It is permitted to DEA to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, DEA is entitled to invoice each part separately.

5. PAYMENTS AND COLLECTION

5.1 Subject to the provision in paragraph 2 and unless agreed otherwise in writing, payment must be made within 14 days after the invoice date. After the expiry of 14 days after the invoice date, the Buyer is in default. DEA is entitled to invoice periodically.

5.2 Unless agreed otherwise in writing, for orders or assignments involving an amount of € 2,500 or more, payment of the agreed price shall be made in two instalments:
a. 50% within 14 days after dispatch of the order confirmation;
b. 50% within 14 days after delivery of the goods.

5.3 If DEA delivers in instalments, DEA is entitled to invoice the Buyer separately for each partial shipment and to demand payment for this in accordance with the other provisions of this article.

5.4 Buyer never has the right to invoke set-off or to suspend payment in connection with an alleged counterclaim.

5.5 DEA has at all times the right, before proceeding to delivery, to demand from Buyer that sufficient security is provided for the performance of his payment obligations. If Buyer does not provide the security demanded by DEA, DEA has the right to suspend any further delivery for an indefinite period.

5.6 Payments made by the Buyer always serve first to settle all interest and costs due, and secondly to settle due invoices that have been outstanding the longest, even if the Buyer states that the payment relates to a later invoice.

5.7 If any payment is not made in time, all possible other claims of DEA on Buyer become immediately due.

5.8 If Buyer does not pay the amounts due within the agreed term, Buyer is, without any notice of default being required, liable to pay interest of 1% per month, unless statutory interest is higher. The interest is calculated on the outstanding due amounts from the day payment should have been made at the latest until the day of full payment.

5.9 DEA has the right to apply payments made by Buyer first in reduction of the costs, then in reduction of the accrued interest and finally in reduction of the principal sum and the running interest.

5.10 DEA may, without being in default, refuse an offer of payment if the Buyer indicates a different order for the allocation of the payment. DEA may refuse full repayment of the principal sum if the accrued and running interest and collection costs are not also paid.

5.11 Buyer is never entitled to set off what he owes to DEA.

5.12 Objections to the amount of an invoice do not suspend the payment obligation. The Buyer who is not entitled to invoke division 6.5.3 (articles 231 up to and including 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for another reason.

5.13 If the Buyer fails or is in default in the (timely) performance of his obligations, all reasonable costs to obtain payment out of court are at the expense of the Buyer. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice, currently the calculation method according to the Voorwerk II Report. If DEA, however, has incurred higher collection costs that were reasonably necessary, the costs actually incurred qualify for reimbursement. Any judicial and execution costs incurred will also be recovered from the Buyer. The Buyer also owes interest on the collection costs due.

6. RETENTION OF TITLE

6.1 All goods delivered by DEA within the framework of the agreement remain the property of DEA until the Buyer has properly fulfilled all obligations under the agreement(s) concluded with DEA.

6.2 Goods delivered by DEA that fall under the retention of title pursuant to paragraph 6.1 may not be resold and may never be used as a means of payment. The Buyer is not authorised to pledge the goods falling under the retention of title or to encumber them in any other way.

6.3 The Buyer must always do all that may reasonably be expected of him to safeguard the property rights of DEA.

6.4 If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Buyer is obliged to inform DEA of this immediately.

6.5 The Buyer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to show the policy of this insurance to DEA on first request. In the event of any payment out under the insurance, DEA is entitled to these proceeds. Insofar as necessary, the Buyer hereby undertakes in advance towards DEA to lend his cooperation to all that may (prove to be) necessary or desirable in that context.

6.6 For the event that DEA wishes to exercise its property rights designated in this article, the Buyer hereby grants in advance unconditional and irrevocable permission to DEA and to third parties designated by DEA to enter all places where the property of DEA is located and to take back those goods.

7. WARRANTY

7.1 The goods to be delivered by DEA comply with the usual requirements and standards that can reasonably be imposed thereon at the time of delivery and for which they are intended in normal use in the Netherlands. The warranty mentioned in this article applies to goods intended for use within the Netherlands. In case of use outside the Netherlands, the Buyer must himself verify whether the use thereof is suitable for use there and complies with the conditions imposed thereon. In that case DEA may impose other warranty and other conditions with regard to the goods to be delivered or activities to be performed.

7.2 The warranty mentioned in paragraph 1 of this article applies for a period of 12 months after delivery, unless otherwise follows from the nature of the goods delivered or the parties have agreed otherwise. If the warranty granted by DEA concerns goods produced by a third party, the warranty is limited to the warranty granted by the producer of the goods, unless stated otherwise.

7.3 Any warranty lapses if a defect has arisen as a result of or ensues from improper or inappropriate use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Buyer and/or by third parties when, without written permission of DEA, the Buyer or third parties have made changes to the goods or attempted to make them, if other goods have been attached thereto that should not be attached thereto or if these have been processed or treated in a manner other than the prescribed manner. The Buyer is also not entitled to warranty if the defect has arisen by or is the result of circumstances beyond DEA's control, including weather conditions (such as, for example but not exclusively, extreme rainfall or temperatures) et cetera.

7.4 The Buyer is obliged to (have) the delivered goods inspected immediately at the moment the goods are made available to him respectively the activities in question have been performed. The Buyer must examine whether the quality and/or quantity of the delivered goods complies with what has been agreed and meets the requirements the parties have agreed in this respect. Any visible defects must be reported in writing to DEA within seven days after delivery. Any invisible defects must be reported in writing to DEA immediately, but in any case at the latest within fourteen days after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that DEA is able to respond adequately. The Buyer must give DEA the opportunity to (have) a complaint investigated.

7.5 If the Buyer gives timely notice of complaint, this does not suspend his payment obligation. In that case the Buyer also remains obliged to take delivery and pay for the other goods ordered. If and as long as Buyer has not fulfilled his payment obligations towards DEA, he cannot invoke any warranty.

7.6 If a defect is reported later, the Buyer is no longer entitled to repair, replacement or compensation.

7.7 If it is established that goods are defective and notice of complaint has been given in time, DEA will, at the choice of DEA, replace the defective goods within a reasonable term after return receipt thereof or after written notification regarding the defect by the Buyer, or ensure repair thereof or pay a substitute compensation therefor to the Buyer. In case of replacement, the Buyer is obliged to return the goods concerned carriage paid to DEA and to transfer ownership thereof to DEA, unless DEA indicates otherwise. In case of repair, the Buyer is obliged to return the goods concerned carriage paid to DEA for repair activities, unless DEA indicates otherwise.

7.8 DEA is never obliged to perform warranty activities on location, unless agreed in writing between DEA and Buyer. If DEA nevertheless decides to perform warranty, service or goodwill activities on location, no rights whatsoever can be derived from this and DEA at all times retains the right to cease these activities on location.

7.9 If it is established that a complaint is unfounded, the costs resulting from it, including the investigation costs incurred on the side of DEA, are entirely at the expense of the Buyer.

7.10 After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Buyer.

7.11 Notwithstanding the statutory limitation periods, the limitation period of all claims and defences against DEA and against the third parties involved by DEA in the performance of an agreement is one year.

7.12 Buyer knows and acknowledges that DEA accepts no liability whatsoever:
a. for repair and replacement of goods or parts that have not been installed or used in accordance with their installation, operating or maintenance instructions, or to which repairs or changes have been made by Buyer or third parties without DEA's permission.
b. for any direct or indirect damage suffered by Buyer, by its employees or by third parties from whatever cause in connection with goods delivered by DEA, unless the damage was caused by intent or gross negligence of DEA.

7.13 Buyer shall indemnify DEA in case of claims of third parties.

7.14 If DEA is held liable by third parties on that account, the Buyer is obliged to assist DEA both out of court and in court and to do without delay all that may be expected of him in that case. If the Buyer fails to take adequate measures, DEA is entitled, without notice of default, to do so itself. All costs and damage arising on the side of DEA and third parties as a result are entirely at the expense and risk of the Buyer.

8. INSTALLATION

If it has been expressly agreed in writing between DEA and Buyer that installation activities are performed by DEA, the following points must be taken into account.

8.1 DEA will install or have installed the equipment ready for operation, if this has been agreed in writing between DEA and Buyer.

8.2 Installation activities and test procedures are at the expense of Buyer.

8.3 The goods are deemed to be accepted by Buyer on the date on which the goods delivered by DEA have been installed at Buyer by DEA or a third party designated by DEA and the standard installation and test procedures have, in the opinion of DEA, been successfully completed. If Buyer installs the goods himself, the goods are deemed to have been accepted by Buyer on the first day following receipt of the goods.

8.4 Assistance and commissioning activities must be agreed separately and do not fall under the installation agreement.

9. STANDARD SOFTWARE

9.1 If DEA grants the Buyer the right to use standard software, the following provisions apply:
a. DEA makes available to Buyer the standard software as described in the order confirmation;
b. DEA grants Buyer a non-transferable right of use for the standard software made available. Buyer shall not modify the standard software, make it available for use to third parties or use it for the benefit of third parties;
c. Industrial and intellectual property rights relating to the standard software remain with DEA Logic bv, granted to DEA in exclusive licence;
d. DEA will repair any defects during 3 months after delivery if the standard software does not comply with the written specifications. DEA is entitled to charge the costs of repair in case of user errors on the part of Buyer. The warranty does not apply if the standard software has been modified by parties other than DEA.
e. The warranty provision described in the previous paragraph only applies if DEA has not concluded a maintenance agreement with Buyer.
f. If the right to use the standard software is granted by a supplier of DEA only in accordance with the provisions of the licence or user agreement of the supplier concerned, the conditions and provisions of the above-mentioned agreement apply. DEA shall inform Buyer at his request about the applicable provisions.
g. Buyer knows and acknowledges that DEA accepts no liability whatsoever for any direct or indirect damage suffered by Buyer, by its employees or by third parties from whatever cause in connection with the standard software made available by DEA, unless the damage was caused by intent or gross negligence of DEA.

10. DEFECTS / COMPLAINT PERIODS

10.1 The Buyer must (have) the purchased goods inspected upon delivery, or as soon as possible thereafter. The Buyer must check whether the delivered goods conform to the agreement, namely:
a. whether the correct goods have been delivered;
b. whether the delivered goods as regards quantity (for example the number and the amount) correspond with what has been agreed;
c. whether the delivered goods comply with the agreed quality requirements or, if these are missing, with the requirements that may be imposed for normal use and/or commercial purposes.

10.2 If visible defects or shortages are established, the Buyer must report these in writing to DEA within 7 days after delivery. As determined in the warranty provisions of these general terms and conditions.

10.3 The Buyer must report invisible defects in writing to DEA within 14 days after discovery, but at the latest within 3 months after delivery. As determined in the warranty provisions of these general terms and conditions.

11. DISSOLUTION

11.1 The claims of DEA on the Buyer are immediately due and payable in the following cases:
a. If after the conclusion of the agreement circumstances become known to DEA that give DEA good grounds to fear that the Buyer will not fulfil his obligations;
b. If DEA has asked the Buyer at the conclusion of the agreement to provide security for the performance and this security is not provided or is insufficient. In the cases mentioned, DEA is authorised to suspend the further performance of the agreement, or to dissolve the agreement, all without prejudice to the right of DEA to claim compensation.

11.2 If circumstances occur with regard to persons and/or materials which DEA uses or habitually uses in the performance of the agreement, which are of such a nature that the performance of the agreement becomes impossible or so burdensome and/or disproportionately costly that compliance with the agreement can no longer reasonably be demanded, DEA is entitled to dissolve the agreement.

12. LIABILITY

12.1 If DEA might be liable, this liability is limited to what is regulated in this provision.

12.2 DEA is not liable for damage, of whatever nature, arising from the fact that DEA has relied on incorrect and/or incomplete data provided by or on behalf of the Buyer.

12.3 If DEA might be liable for any damage, the liability of DEA is limited to a maximum of the invoice value of the order, or at least to that part of the order to which the liability relates.

12.4 The liability of DEA is in any case always limited to the amount of the payment out by its insurer, if applicable.

12.5 The User is only liable for direct damage.

12.6 Direct damage is exclusively understood to mean the reasonable costs to determine the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, the reasonable costs, if any, made to make the defective performance of DEA conform to the agreement, insofar as these can be attributed to DEA, and reasonable costs made to prevent or limit damage, insofar as the Buyer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.

12.7 DEA is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.

12.8 The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of DEA or its managing subordinates.

14. APPLICABLE LAW AND DISPUTES

14.1 Agreements between DEA and Buyer are governed by Dutch law.

14.2 All disputes will be settled by the competent Court in the District of Lelystad. DEA, however, remains entitled to summon the Buyer before the court that is competent according to the law or the applicable international treaty.

15. PLACE OF DEPOSIT AND AMENDMENT OF THE TERMS AND CONDITIONS

15.1 DEA is entitled to make changes in these terms and conditions. These changes enter into force at the announced time of entry into force. DEA shall send the amended terms and conditions to the Buyer in good time. If no time of entry into force has been communicated, changes enter into force vis-à-vis the Buyer as soon as the change has been communicated to him.

15.2 These terms and conditions are filed with the Chamber of Commerce Lelystad.

15.3 The most recently filed version, or the version as it applied at the time of the creation of the legal relationship with Buyer, always applies.