GENERAL SALES CONDITIONS

General Conditions of Kaaiman5 bvba

Applicability

Article 1 - All of our obligations are subject to the following general conditions. These conditions may
only be departed from if Kaaiman5, specifically relating to a particular offer, project proposal or
cooperation agreement, formulates special conditions in advance and in writing. Special conditions
can replace (specific) general conditions (if applicable, the general conditions to be replaced must be
specified with the article number) or are to be regarded as additions.

Object

Article 2 - The object of our obligations is limited to what is described in our offers, project proposals
and cooperation agreements and may include the delivery of services and/or goods.

Article 3 - An offer, project proposal or cooperation agreement shall only be regarded as a formal
obligation if it has been signed by the customer or if it has been confirmed by the customer on the
basis of an official order document. If necessary, Kaaiman5 may also prove the customer’s
acceptance or confirmation of a project proposal, an offer or a cooperation agreement by other means.

Article 4 - Kaaiman5 accepts no cancellation of an assignment confirmed by the customer (or of a
confirmed phase) if the assignment is already in the process of being executed. If an assignment
(phase) is not yet being executed, the customer shall remain bound to pay damages equal to 30% of
the value of the confirmed assignment (phase). If an assignment on which an advance was paid and
which is not yet being executed is cancelled, the advance shall remain definitively acquired.

Information as the basis for collaboration

Article 5 - Kaaiman5 undertakes to deal in strict confidence with the information it obtains which is
required for the execution of an assignment or for the preparation of an offer, a project proposal or a
cooperation proposal. A detailed confidentiality agreement may be concluded on request.

Article 6 - Kaaiman5 is not responsible for the quality of the information or of the list of requirements
that it receives from the customer to serve as the basis for collaboration. If Kaaiman5 receives
information from the customer which, after the start of an assignment, proves to be erroneous,
outdated or for whatever reason inadequate or unusable, any ´lost´ services will be invoiced as
additional work.

Article 7 - The customer guarantees that all of the information which Kaaiman5 requires to properly
execute a confirmed assignment will be provided to Kaaiman5 in a timely manner. To evaluate what
information must be available at what time, we refer to our offer, our project proposal, our cooperation
agreement or interim meeting reports (drawn up while an assignment is being implemented), in which
agreements with regard to the provision of information by the customer to Kaaiman5 are formalised.

Article 8 - In the absence of the above-described information, Kaaiman5 shall be entitled to suspend
the execution of an assignment (per phase or in general) until the time that the customer has fulfilled
his responsibility with regard to the information to be provided as referred to in the preceding article.

Article 9 - The customer bears the risk of any misunderstandings or errors with regard to the execution
of the assignment, if these find their origin or cause in actions of the customer such as the untimely
delivery or non-delivery of complete, reliable and clear specifications, data, etc.

Offer, project proposal, cooperation agreement, phased project implementation and realisation

Article 10 - In preparing an offer, a project proposal or a cooperation agreement, Kaaiman5 bases
itself on the information and on the list of requirements that it has received from the customer
[including market information, substantive information, technical specifications, information with regard
to project planning, financial information, information concerning project responsibilities and division of
tasks, list of requirements relating to standards, etc.]. If it should appear that this information is
incomplete, unclear or incorrect and if, as a result of this, it appears in practice that an assignment is
proceeding otherwise than described in the offer, the project proposal or the cooperation proposal,
Kaaiman5 reserves the right to adapt it as a function of the possibly changed context or complexity of
the assignment.

Article 11 - If, at the beginning of an assignment, no specific standards are established which must be
satisfied by the designs or goods to be delivered, Kaaiman5 cannot afterwards be held responsible for
the failure to meet certain standards.

Article 12 - If the drafting of a list of requirements is among the offered range of duties of Kaaiman5,
this list of requirements must be approved by the customer before the elaboration of the project may
begin. If Kaaiman5, on the basis of an analytical phase, must itself determine which standards must
be satisfied, it will make this determination to the best of its ability and subject to the intervention of
specialised consultants in the matter. After a statement of approval by the customer with regard to the
specific standards to be used, the responsibility in this regard passes to the customer.

Article 13 - Kaaiman5 undertakes to execute each assignment to the best of its ability and in
accordance with the specifications as established in the project plan or the list of requirements.
Changes in the specifications to be used and/or in the list of requirements must be confirmed in writing
and must be accepted by both parties.

Article 14 - In the elaboration and engineering phase, verification and test phases might be provided
for, whether or not conducted with the aid of prototypes, for which it holds that the applied principles,
used methods, techniques and degree of completion / accuracy / material selections of any prototypes
shall be defined in consultation between Kaaiman5 and the customer. Approval by the customer of the
principles, methods and techniques and accompanying costs entails that the customer becomes
responsible for the use of the results of the verification and test phases as input for the elaboration
phase.

Article 15 - Unless contractually stated otherwise or unless definitively budgeted, any statements of
prototype costs are always estimates and consequently not binding. Approval of a phase for delivery
of goods or services whereby prototypes must be produced entails approval of the anticipated budget
for prototypes. Kaaiman5 reserves the right to invoice advances for the contracting out of prototypes.

Article 16 - With regard to the delivery and realisation phase, Kaaiman5 may never be held liable for
errors or lacunae in its design(s), drawings, texts, etc. if the customer conducted a review and gave
his approval for realisation or delivery.

Article 17 - If the offer of Kaaiman5 is drawn up in phases, the collaboration may be cancelled by
either party per phase.

Article 18 - After completion of an assignment and delivery of what was agreed, neither the principal
nor Kaaiman5 have vis-à-vis one another any preservation duty with regard to design and/or product
data.

Additions or omissions

Article 19 - Kaaiman5 will charge any price adjustments due to extra works or extra costs - which
arose as a result of incorrect or incomplete information or after a change in the assignment (as
referred to in articles 6, 10 and 13) - at the end of a phase to be concluded, after prior notification to
the customer. The following phase can only begin after approval by the customer. Similarly, Kaaiman5
will calculate any services and costs which may have to be deducted at the conclusion of a phase.

Timing

Article 20 - Under no circumstances may a contractually imperative timing remain enforceable if the
customer does not fulfil an agreed duty with regard to information to be provided in a timely manner.

Article 21 – If within an offer, project proposal or cooperation agreement an imperative timing must be
respected, this timing can only enter into effect after written confirmation of the assignment. If
Kaaiman5 does not receive timely confirmation of an assignment (according to a described relative
timing = timeline outlined in project weeks from the start) any enforceability of the intended delivery
date lapses.

Article 22 – Within a relative timing which, for whatever reason, cannot begin at the provided time,
possible holiday periods may be inserted without these periods being initially specifically stated.

Shipment, delivery and time of delivery

Article 23 - The times of delivery indicated by Kaaiman5 will be complied with as much as possible.
Should these times be exceeded, this will not give the customer any right to cancel the assignment, to
refuse to receive or to pay for the goods or services and/or to demand any compensation from
Kaaiman5.

Article 24 - Unless explicitly stated otherwise in the tender or offer of Kaaiman5, goods to be delivered
always travel for the account and at the risk of the customer. We recommend that the customer insure
the shipment in accordance with the actual value of the goods. Special or expensive packages, cases,
crates and/or pallets may be charged for upon delivery, but will be credited back to the customer if
they are returned to us carriage paid and undamaged within 14 days.

Copyright and intellectual property right

Article 25 - Unless agreed otherwise in writing, Kaaiman5 maintains the copyright and the intellectual
property right on concepts, designs, models, images, drawings or prototypes provided in the offer,
project proposal or cooperation proposal, regardless of their form or manner of delivery. This continues
to apply in full force if Kaaiman5 submits a tender or offer at the customer’s specific request. The
named documents - and all rights which can derive from them - remain the property of Kaaiman5.

Article 26 - The documents named in the preceding article may not be copied, disclosed to third
parties or used in any other way by the recipient, unless this has been expressly agreed between
Kaaiman5 and the customer.

Article 27 - Copyrights and intellectual property rights which arise from works performed by Kaaiman5
remain reserved to Kaaiman5, unless a written agreement is drawn up between Kaaiman5 and the
customer under which the transfer of intellectual property rights is described. An additional condition
for the transfer of rights arising from works performed on assignment is that all invoices concerning
these works have been fully paid.
In the event of non- or incomplete payment of all invoices, all of the mentioned rights continue to
belong to Kaaiman5, regardless of the possible existence of an agreement with regard to the transfer
of intellectual property rights to the customer.

Article 28 - Even after transfer of intellectual property rights, Kaaiman5 retains the right to mention
and/or depict delivered goods and services as a reference in its own promotional material (project
presentations, website, etc.). This right is naturally subject to any jointly concluded confidentiality
agreement that continues to apply in full. If a confidentiality agreement is no longer binding [for
example, because the principal himself disclosed the results of a design or realisation assignment, or
because the secret information has become public in some other manner (for example, by taking out a
patent)], the right for Kaaiman5 to mention and publish in its own promotional material is automatically
restored.

Guarantee of originality and novelty

Article 29 - Unless expressly agreed otherwise in writing, Kaaiman5 assumes no responsibility for the
delivered services and/or goods with regard to possible infringements of the intellectual property rights
of third parties. We work in good faith and guarantee an authentic, customer-oriented and high-quality
approach to every development process. Preventive examination in the area of patents and registered
models can naturally form part of an offer and will - if specifically offered - be outsourced by Kaaiman5
to a specialised agency. Preventive examination in the area of copyrights and unregistered models
is de facto impossible.

Prices

Article 30 - All prices indicated by Kaaiman5 are exclusive of VAT, unless stated otherwise.

Payment

Article 31 - Unless a specific payment plan has been agreed (e.g. per phase), Kaaiman5 will invoice
its delivered services and/or goods monthly (in accordance with the advancement of the assignment)
or on the delivery date.

Article 32 - Unless stated otherwise, the invoices of Kaaiman5 are payable within 30 days after the
invoice date. The due date applies as a formal notice of default. In the event of untimely payment, latepayment interest of 1.5 % per month shall be owed automatically, ipso jure and without prior formal
notice of default as of the due date of the invoice, as well as a lump-sum compensation of 10 % of the
invoice value with a minimum of 150 EUR.

Article 33 - All costs, of whatever kind, which are incurred by Kaaiman5 for collection of invoices that
have gone unpaid shall be borne by the defaulter. In the event of untimely payment, the entire debt,
including debt which is not yet due, shall become exigible immediately in its entirety.

Article 34 - In the event of late payment or non-payment of its invoices, Kaaiman5 is entitled to
suspend or dissolve all current contracts.

Complaints

Article 35 - Complaints with regard to delivered services and/or goods must be formulated by the
customer within 7 days after delivery, and this exclusively by registered letter. After expiry of this
period, the delivery of services and/or goods shall be regarded as having been accepted. If, after
expiry of this period, Kaaiman5 does take note of a complaint brought to its attention, this occurs
without any obligation to do so, and the customer may not attach any rights to this.

Article 36 - Complaints with regard to delivered goods and/or services do not suspend the payment
obligations of the customer with regard to the delivered, previously delivered or yet to be delivered
goods and/or services.

Article 37 - Complaints with regard to our invoices must be formulated by the customer within 5 days
after receipt of the invoice, and this exclusively by registered letter.

Liability and responsibility

Article 38 - Without prejudice to any described guarantees (factory warranties, proper functioning,
etc.), the delivery or provisional acceptance of a product or a service (for example of a prototype,
installation, device, design, etc.) also entails the transfer of any risks (e.g. vandalism, civil liability,
theft, fire, etc.). The actual moment of the delivery or of the installation applies as the moment of
transfer of the risk.

Article 39 - Under Belgian product liability law, a designer is not responsible for any adverse effects of
a product designed by him.
According to the law, the responsibility lies with the manufacturer or the importer. The customer
indemnifies Kaaiman5 for any claims of third parties with regard to direct or indirect damage of
whatever nature or scope.

Article 40 - Kaaiman5 cannot be held liable for errors by manufacturers or production companies.
Article 41 - The liability of Kaaiman5 for damage under an agreement with a customer remains limited
to a maximum of 3 times the fee for the assignment, and is in any event limited to the maximum
insured capital in the liability insurance of Kaaiman5.
Article 42 - Kaaiman5 cannot be held liable for any damages if we are unable to fulfil our obligations
due to force majeure.

Settlement of disputes

Article 43 - All of our disputes are governed by Belgian law. All disputes fall within the exclusive
jurisdiction of the courts in the judicial district where our headquarters is located.