GENERAL TERMS OF SALE AND DELIVERY
IMS Nederland B.V., ESTABLISHED IN ZWIJNDRECHT

Article 1 – Applicability

1.1 These general terms of sale and delivery apply to all legal relationships between IMS Nederland B.V., hereafter to be referred to as: "IMS Nederland B.V." and the other party, hereafter to be referred to as: "the Other Party", also after the termination of a legal relationship.

1.2 The applicability of possible other general terms to which may be referred to by the Other Party in any way are hereby expressly rejected.

1.3 Possible deviating terms used by the Other Party are only binding for IMS Nederland B.V. if and to the extent that IMS Nederland B.V. has declared to agree with them in writing. No rights may be derived from such deviations in relation to legal relationships that are entered into at a later date.

1.4 If IMS Nederland B.V. has agreed in writing with the applicability of certain terms, these general terms of sale and delivery shall remain valid for the remainder, even if this is not expressly stated.

Article 2 – Offer

2.2 All offers made by IMS Nederland B.V. are free of obligation.

2.2 The data in official lists and folders, as well as announcements by IMS Nederland B.V. concerning technical conditions etc. of goods by IMS Nederland B.V. are free of obligation, unless IMS Nederland B.V. has expressly stated otherwise in its offers to the Other Party.

Article 3 - Agreement

3.1 An agreement shall only become effective through a written order confirmation by IMS Nederland B.V., or by performance of the order by IMS Nederland B.V. or on the date on which IMS Nederland B.V. has complied with its delivery obligations in case of a cash sale.

3.2 Promises by and agreements and contracts with sales personnel, representatives, intermediaries from IMS Nederland B.V. or other employees of IMS Nederland B.V. are not binding for IMS Nederland B.V., unless these agreements, contracts and promises are confirmed in writing by persons who are authorized to represent IMS Nederland B.V. according to the Trade Register.

3.3 The content of the agreement is limited to what has been agreed in writing or to what has been supplied and/or performed by IMS Nederland B.V. through cash payment and/or delivery from stock.

3.4 The agreement shall be deemed to have become effective on the location where IMS Nederland B.V. has its registered office, which location shall also be the place of payment.

Article 4 – Changes to the agreement

4.1 Possible or claimed inconsistencies in the order forms or order confirmations must be made known to IMS Nederland B.V. in writing, which shall take place within 7 days after the signed date of the order form or order confirmation, in absence whereof the concerned order form and/or the concerned order confirmation shall be considered as correct.

4.2 Mistakes, writing, printing and/or calculation errors shall entitle IMS Nederland B.V. to withdraw or change the offers by IMS Nederland B.V. and/or to rectify the order form or the order confirmation.

4.3 Changes to the agreement require written consent from IMS Nederland B.V.. If the Other Party wishes to change the agreement and IMS Nederland B.V. agrees, the Other Party shall be obliged to compensate IMS Nederland B.V. for all damages, which includes lost profit and all costs pursuant to the change.

Article 5 - Prices

5.1 Unless otherwise agreed in writing, all prices are exclusive of the turnover tax payable, possible import duties or other duties and exclusive of packaging, transportation costs and insurance costs.

5.2 If, after an agreement has become effective, though prior to the delivery of the goods concerned, there are changes in the cost price factors, such as material and labour costs, freight rates, exchange rates, taxes, rights, duties, etc., IMS Nederland B.V. shall be entitled to change the prices accordingly, to the extent that such changes take place after 3 months have passed since the agreement concerned became effective. IMS Nederland B.V. shall notify the Other Party of the possible price adaptation as soon as possible in writing.

5.3 Price discounts must be agreed in writing between IMS Nederland B.V. and the Other Party. They shall expire immediately, as soon as the Other Party is in default in relation to any of its obligations resulting from any agreement made between it and IMS Nederland B.V..

Article 6 - Delivery

6.1 The delivery shall take place:

a. if the goods are collected by or on behalf of the Other Party through issue of the goods to the Other Party or the person who will receive them on its behalf;

b. in case of shipment by a professional carrier, through transfer of the goods to that carrier;

c. in case of shipment by means of a means of transport of IMS Nederland B.V. through delivery at the home, shop, warehouse of the Other Party or another designated address for delivery.

6.2 To the extent that the order confirmation does not state otherwise, the costs for transporting the goods shall be paid by the Other Party.

6.3 After delivery, the Other Party shall bear the risk of the goods concerned, irrespective of whether ownership has been transferred to the Other Party at that moment.

6.4 The Other Party shall be obliged to receive the goods when they are offered. Goods that have not been collected in time, can be stored at the expense and risk of the Other Party. The storage costs shall be determined in all reasonableness and are charged to the Other Party by IMS Nederland B.V. in writing and can be claimed immediately.

6.5 Agreed delivery times are indicative and should not be considered a final deadline. Therefore, IMS Nederland B.V. shall not be in default if the deadline is exceeded. If circumstances, for which IMS Nederland B.V. cannot be blamed, lead to delays, the delivery time shall be delayed correspondingly, unless, considering all circumstances, this is apparently unreasonable.

6.6 IMS Nederland B.V. is entitled to deliver the goods in parts. The terms of payment as stated in article 7 of these terms apply to these invoices.

6.7 The transfer of ownership of the goods shall only take place after the goods have been paid for. Article 8 shall apply.

6.8 In case of default by the Other Party, whether or not followed by (extrajudicial) termination of the agreement, IMS Nederland B.V. shall be able to resell the goods, all this at a time and in a way and against a price, respectively to a buyer to be determined by itself in all reasonableness.

Article 7 – Terms of payment

7.1 Payment by the Other Party shall take place on the date agreed between IMS Nederland B.V. and the Other Party. If no specific payment date has been agreed, the payment shall take place within 30 days after the date of the invoice.

7.2 Payment by the Other Party shall only take place in the currency in which the agreed prices have been stated.

7.3 All costs in relation to incorrect or late payment shall be at the expense of the Other Party.

7.4 Notwithstanding previous written agreement, bills or cheques are not accepted as payment.

7.5 Payment by the Other Party of any obligation entered into with IMS Nederland B.V. shall take place without discount or set off claimed by the Other Party. If the delivery time concerning any order is exceeded or if a complaint is filed, the Other Party shall remain obliged to make the payments in full and in time, as intended in article 7.1.

7.6 Payments by the Other Party primarily serve to settle the amount intended in article

7.7, as well as the interest intended in article 7.8 and the judicial and extrajudicial costs intended in article 7. 10 and will then be subtracted from the oldest outstanding claims.

7.7 If the payment period is exceeded, the Other Party shall owe an amount that is equal to 2 percent of the outstanding invoice amount excluding VAT, without any demand for payment or notice of default being required.

7.8 Without prejudice to what is stated in article 7.7, the Other Party shall owe a default interest that each year is equal to the refinancing interest rate ECB, increased by 7% (seven percentage points), and that is calculated as of 30 days after the date of the invoice, without any demand for payment or notice of default being required. IMS Nederland B.V. is authorized to calculate a higher percentage if the interest rate makes this necessary in all reasonableness.

7.9 In case of delivery in parts, an invoice can be written for each delivered part. The provisions in this article shall also apply in that case.

7.10 All costs of legal actions (including bailiff's costs, storage costs, legal costs and local counsel costs) made by IMS Nederland B.V. as a result of non-observance by the Other Party of its payment obligations, are at the expense of the Other Party. Additionally, the Other Party shall owe IMS Nederland B.V. compensation for extrajudicial collection costs, at an amount of 15% of the outstanding invoice amount (excluding turnover tax), increased by the owed interest in accordance with article 7.8 and the amount owed as a result of article 7.7.

7.11 In case of late payment of an invoice by the Other Party, all other payment obligations of the Other Party, irrespective of the payment period and irrespective of whether IMS Nederland B.V. has already sent an invoice for them, shall be due and payable.

7.12 As long as the Other Party is in default, IMS Nederland B.V. shall be entitled not to deliver outstanding orders.

7.13 In case of late payment of an invoice, IMS Nederland B.V. shall be entitled to demand payment in advance for delivered and yet to be delivered goods, before they proceed with any delivery. IMS Nederland B.V. shall have the same entitlement to payment prior to delivery, if the Other Party's outstanding invoice amount has become too high in its opinion.

Article 8 - Ownership and reservation of ownership

8.1 Notwithstanding the actual delivery and the transfer of risk, IMS Nederland B.V. shall retain ownership of all goods delivered and to be delivered, as long as the Other Party has not fully met:

a) all its payment obligations in relation to above-mentioned deliveries; and

b) all claims due to the Other Party's failure to meet the payment obligations stated under a.

8.2 The Other Party shall not be entitled to claim a retention right concerning the storage costs it has made or to settle these costs with what it owes IMS Nederland B.V..

8.3 The Other Party shall be entitled to sell the goods, on which ownership is retained, to third parties within the framework of its normal trade activities, if its normal operations demand this, but, as long as the payment of these goods has not fully taken place, shall not be entitled to pledge these goods to third parties or to use them in any other way as a security for third parties. If, contrary to what is stated above, the Other Party supplies the goods or gives them as security to third parties, the Other Party shall transfer the funds or claims that it gets through sales and/or security to IMS Nederland B.V..

8.4 At all times, IMS Nederland B.V. shall be entitled to remove the goods from the client or its holders, or have them removed, on the basis of what is stated in this article. The Other Party already authorizes IMS Nederland B.V. to enter the premises used by or on behalf of the Other Party for that purpose. All costs related to retrieval of the goods shall be at the expense of the Other Party.

8.5 In case of seizure by third parties of goods owned by IMS Nederland B.V., the Other Party shall immediately notify these third parties of IMS Nederland B.V.'s retention of ownership and inform IMS Nederland B.V. on the seizure.

Article 9 - Security

9.1 If there are good grounds for IMS Nederland B.V. to suspect that the Other Party will not promptly meet its obligations, the Other Party shall be obliged, upon first request by IMS Nederland B.V., to immediately provide sufficient security in the form required by IMS Nederland B.V. and, if necessary, to

complement it in order to fully observe its obligations towards IMS Nederland B.V..

9.2 If the Other Party does not comply with a request as intended in article 9.1, all that the Other Party owes IMS Nederland B.V. for whatever reason shall be due and payable at once, without prejudice to the other rights of IMS Nederland B.V., and IMS Nederland B.V. shall be entitled to postpone its observance of any obligation

at once.

Article 10 - Complaints

10.1 The Other Party shall be obliged to check whether the goods meet the agreement upon delivery. If this is not the case, the Other Party shall inform IMS Nederland B.V. of its complaints within eight days after receipt. If, in all reasonableness, the cause of the complaint could not have been discovered by the Other Party within this time period, a period of eight days shall apply from the moment that it discovered the cause or should have discovered the cause. Complaints must be submitted to IMS Nederland B.V. in writing and must be motivated.

10.2 Claims and defences, based on the assumption that the goods supplied do not comply with the agreement, expire 1 year after delivery.

10.3 If the goods supplied do not comply with the agreement, IMS Nederland B.V. shall be obliged, at its option, to deliver the missing part, repair the delivered object or replace the delivered goods.

10.4 Complaints can only be processed if full payment has taken place within the period stated by IMS Nederland B.V. and if this can be proven.

Article 11 – reservation of amendment of product trademarks, labels, etc.

11.1 The Other Party shall not be allowed to make changes to the goods delivered to it.

11.2 Trademarks or other marks by IMS Nederland B.V. may not be removed from the goods, made unrecognisable, copied, and/or used for other goods by the Other Party.

11.3 In case of violation of what is stated in 11.1, 11.2 of these general terms of sale and delivery, the Other Party shall have to pay IMS Nederland B.V. a € 25,000 (twenty-five thousand Euros) fine for each violation, to be increased by € 1,000 (one thousand Euros) for each day that the violation continues, all this without prejudice to IMS Nederland B.V.'s right to claim full compensation.

Article 12 – Return shipments

12. 1 Return shipments to IMS Nederland B.V. shall take place at the expense and risk of the Other Party. IMS Nederland B.V. shall be entitled to refuse return shipments that are submitted too late and/or are apparently unfounded, as well as return shipments for which the costs have not been paid.

12.2 Return shipments shall only be allowed after consultation with IMS Nederland B.V..

12.3 If IMS Nederland B.V. stores the returned goods or if it attracts the goods in another way, this shall take place at the expense and risk of the Other Party. These measures can never be considered as an approval or acceptance of the return shipment. In case of storage, only what is stated in article 6.4 shall apply.

Article 13 - Liability

13.1 IMS Nederland B.V. shall not be liable towards the Other Party for damage of any kind whatsoever, unless the damage can be attributed to wilful misconduct or gross negligence by IMS Nederland B.V., or was created due to circumstances that were its responsibility.

13.2 Circumstances that in any case do not fall under the responsibility of IMS Nederland B.V. (this list is not exhaustive), are: behaviours, with the exception of wilful misconduct or gross negligence by persons, that are used by IMS Nederland B.V. during the performance of the agreement with the Other Party; unsuitability of the products that IMS Nederland B.V. uses during the performance of the agreement with the Other Party, third parties exercising one or more rights against the Other Party in relation to a shortcoming of the Other Party in the observance of an agreement between the Other Party and the intended third parties in relation to the goods delivered by IMS Nederland B.V.; industrial action, exclusion of workers, disease, import, export and transit prohibition, transportation problems, non-observance of obligations by suppliers of IMS Nederland B.V., malfunctions in production, natural and/or nuclear disasters and war and/or threat of war.

13.3 The Other Party shall in no case be able to make any claim against IMS Nederland B.V., if the Other Party does not meet any obligation towards IMS Nederland B.V..

13.4 The Other Party shall be obliged to indemnify IMS Nederland B.V. against all compensation claims from third parties against IMS Nederland B.V. in relation to the performance of any agreement entered into between IMS Nederland B.V. and the Other Party and shall be liable for all costs resulting from that, unless it concerns wilful misconduct or gross negligence from the side of IMS Nederland B.V. or from the side of its subordinates.

13.5 If IMS Nederland B.V. were to rely upon what is stated in this article, its possibly sued employees shall also be able to rely on that, as if they themselves were a party in the agreement between IMS Nederland B.V. and the Other Party.

13.6 IMS Nederland B.V. shall never be held liable for damage, if and to the extent that this damage reaches an amount that is higher than the amount on which IMS Nederland B.V. can lay a claim within the framework of its company liability insurance. Moreover, compensation on the basis of liability for damage suffered, without prejudice to what is otherwise stated in these conditions, shall never amount to more than the amount owed for the delivered goods in the principal sum.

13.7 What is stated in this article, shall not affect the legal liability of IMS Nederland B.V. as result of mandatory provisions.

Article 14 - Guarantee

Guarantee obligations, which also includes the obligation to indemnify due to hidden faults, only lie with IMS Nederland B.V. if such has been expressly agreed in writing. If IMS Nederland B.V. provides a guarantee in writing after all, the Other Party shall be unable to derive any rights from this guarantee, if it has not met its obligations in time. Each settlement towards IMS Nederland B.V. is thereby excluded.

Article 15 - Force Majeure

15.1 If the manufacturer from which IMS Nederland B.V. obtains its products remains in default concerning a correct delivery or does not supply in time, due to a cause that cannot reasonably be attributed to IMS Nederland B.V., in spite of reminders by IMS Nederland B.V., this shall apply with respect to the Other Party for IMS Nederland B.V. as force majeure.

15.2 It shall also be a case of force majeure, if there is a shortcoming on the side of IMS Nederland B.V., which cannot be attributed to any wrongdoing by IMS Nederland B.V., and is not the responsibility of IMS Nederland B.V. according to law, legal act or common opinion. Force majeure is considered to mean (this list is not exhaustive): lack of raw materials and/or supplied production means, factory malfunction of any nature, strike, boycott, quarantine, epidemics, complete or partial mobilization, state of siege, (threatening) actions from terrorists or terrorist organizations, war, danger of war, blockade, traffic congestion, vandalism, lack of transportation means, import and export prohibitions, major changes in currency values of the currency in which payment shall take place, complete or partial seizure of stocks at IMS Nederland B.V. or its supplier by the civil or military government, fire and storm damage, floods, transport delays and all impediments caused by government measures.

Article 16 - Non-observance

16.1 If the Other Party fails towards IMS Nederland B.V. in any way in the observance of any obligation, as well as in case of an application for a moratorium, obtained (preliminary) moratorium, winding-up petition, bankruptcy petition or claim, bankruptcy, liquidation or cessation of (a part of) the company of the Other Party, IMS Nederland B.V. shall be entitled, without prejudice to its other rights and without any obligation of compensation, to terminate the agreement(s) partially or fully at once or to delay further performance of the agreement(s).

16.2 If, according to what is stated in the first member of this article, IMS Nederland B.V. terminates certain agreement(s), everything that the Other Party owes IMS Nederland B.V. on whatever grounds, shall become due and payable at once and IMS Nederland B.V. shall be entitled to immediately suspend further performance of any order agreement.

16.3 If proper performance by IMS Nederland B.V. is fully or partially impossible, as a result of one or more circumstances that are not the responsibility of IMS Nederland B.V., either temporarily or permanently, IMS Nederland B.V. shall have the right to terminate the agreement(s) with the Other Party.

Article 17 - Transfer of rights and obligations

17.1 IMS Nederland B.V. shall be allowed to transfer its rights within the framework of an agreement with the Other Party to third parties. IMS Nederland B.V. shall also be entitled to transfer obligations within the framework of any agreement with the Other Party to third parties, provided IMS Nederland B.V. informs the Other Party of this in advance. In this case, the Other Party shall be entitled to terminate the agreement. IMS Nederland B.V. shall not be obliged to pay any compensation.

17.2 The Other Party shall not be allowed to transfer its rights and/or obligations based on any agreement with IMS Nederland B.V. to third parties without prior written consent from IMS Nederland B.V..

Article 18 - Numbers, dimensions, weights and other data

18.1 Small deviations from stated dimensions, weights, numbers, colours and such like shall not be considered as shortcomings.

18.2 Business practices shall determine whether we are dealing with small deviations.

Article 19 - Samples

If no order follows, the samples provided by IMS Nederland B.V. shall be charged to the Other Party

Article 20 – Conversion

20.1 If and to the extent that on the basis of reasonableness and fairness or the unreasonably onerous nature, any stipulation of these general terms of sale and delivery cannot be relied upon, the stipulation concerned will in any case get a meaning that is similar as much as possible in relation to content and sense, so that it can be relied upon.

20.2 The voidness, declaration of voidness or disregard of a stipulation in these general terms of sale and delivery or a part thereof shall not result in a situation where the other stipulations, respectively the remaining part of the stipulation is void, is declared void or is disregarded.

Article 21 - Applicable law

All legal relationships between IMS Nederland B.V. and the Other Party exclusively fall under Dutch legislation, unless both parties have expressly agreed to the application of any foreign legislation in deviation to this stipulation. Application of the Uniform Laws concerning the international purchase of movable tangible properties is explicitly excluded.

Article 22 - Competent court

22.1 The competent court shall be exclusively authorized to acquaint itself will all disputes that might occur as a result of (the performance of) any agreement between IMS Nederland B.V. and the Other Party, as well as all disputes concerning these general terms of sale and delivery, unless a different court

would be competent on the grounds of a mandatory provision.

22.2 The choice of forum stated in the previous member shall not affect the right of IMS Nederland B.V. to summon the Other Party before the court that is competent as a result of legal provisions and shall not apply in the case where the dispute concerned falls under the jurisdiction of the sub-district court.

Article 23 - The Dutch text shall prevail

The Dutch text of these General Terms shall prevail over its translations.

Article 24 – Depot

These Terms were filed at the Chamber of Commerce of Dordrecht and at the court registry of the District Court in Rotterdam.