Office:

BIRD Engineering B.V.
Westfrankelandsedijk 1
Having its registered office and principal place of business at Schiedam, The Netherlands

Article 1. Definitions

In these general terms and conditions the following definitions are used:
1 Client: BIRD's opposite party
2 Parties: BIRD and client
3 BIRD: BIRD Engineering B.V.

Article 2. Applicability of these terms and conditions

1 These terms and conditions shall apply to all offers and all agreements between BIRD and the client to which BIRD has declared these terms and conditions applicable, insofar as the parties do not expressly deviate from these terms and conditions in writing.
2 The terms and conditions herein shall also apply to all agreements with BIRD which necessitate the involvement of third parties in order to enable execution.

Article 3. Offers

1 The quotations made by BIRD shall be without obligation; they shall apply for a period of 60 days, unless stated otherwise. BIRD shall only be bound by the quotations if the other party has confirmed acceptance thereof in writing within 60 days.
2 Prices stated in the quotations shall be exclusive of VAT and travelling/accommodation expenses, unless stated otherwise.

Article 4. Execution of the agreement

1 BIRD shall execute the agreement to the best of its knowledge and ability and in compliance with the requirements of good workmanship and on the basis of the ruling scientific knowledge of that moment.
2 If and insofar as this is required for the correct execution of the agreement, BIRD shall be entitled to instruct third parties to conduct certain activities.
3 The client shall see to it that all information, of which BIRD indicates that it is necessary or of which the client reasonably should understand that it is necessary for the execution of the agreement, is provided to BIRD in time. If information necessary for the execution of the agreement should not be provided to BIRD in time, BIRD shall be entitled to postpone the execution of the agreement and/or charge the additional costs arising from the delay to the client on the basis of the usual rates.
4 BIRD shall not be liable for any damage arising from the fact that BIRD has acted on the strength of incorrect information and/or incomplete information provided by the client, unless BIRD ought to have known of the incorrectness or incompleteness.
5 If it has been agreed that the agreement is to be executed in phases, BIRD may postpone the execution of those parts belonging to a following phase until the client has approved the results of the preceding phase in writing.

Article 5. Duration of the contract; term of execution

1 The agreement shall be entered into for an indefinite period of time, unless the parties have expressly agreed otherwise in writing.
2 If, within the duration of the agreement, a term is agreed for the completion of specific activities, this shall never be a statutory limit. Therefore the client is to declare BIRD in default in writing if the term of execution is exceeded.

Article 6. Alterations of the agreement

1 If during the execution of the agreement it appears that for correct execution it is necessary to alter or supplement the activities to be conducted, the parties shall modify the agreement accordingly in mutual consultation and in due time.
2 If the parties agree to alter or supplement the agreement, this may influence the moment of completion of the execution. BIRD shall inform the client of this as soon as possible.
3 If the alteration or supplement to the agreement has financial and/or qualitative consequences, BIRD shall inform the client of this in advance. 4 If a fixed fee has been agreed, BIRD shall indicate to what extent this fee will be exceeded as a result of the alteration or supplement to the agreement. 5 Contrary to the provisions of Paragraph 3 BIRD shall not charge additional costs if the alteration or supplement is caused by circumstances which can be attributed to BIRD.

Article 7. Secrecy

1 Both parties shall be bound to secrecy with respect to all confidential information which they have obtained from each other or from any other source within the context of their agreement. Information shall be regarded as confidential if the other party has indicated this or if this arises from the nature of the information. BIRD shall observe secrecy with respect to all information obtained directly or from the client's employees and shall not disclose this information to any third party or make use of it commercially. However, these obligations shall not apply to any information which:
a) was already known to BIRD before this contract was signed
b) is generally known or which is disclosed by the client, for instance through publication
c) is received by BIRD, on a non-confidential basis, from a third party which does not infringe any obligation to secrecy.

Article 8. Intellectual property

1 Without prejudice to the provisions of Article 7 of these terms and conditions BIRD shall reserve the rights and powers belonging to BIRD on the basis of the Copyright Act.
2 All documents, including reports, recommendations, designs, sketches, drawings, software, etc., provided by BIRD, shall exclusively be intended for use by the client and shall not be multiplied, made public or brought to the notice of any third party by the client without BIRD's prior permission.
3 BIRD shall also reserve the right to apply the knowledge which has increased through the execution of the activities for other purposes, insofar as no confidential information is brought to the notice of any third party.

Article 9. Termination

Both parties may at all times terminate the agreement in writing. In this case the parties shall observe a 1 to 3 months notice, depending on the duration of the project and as specified in the contract.

Article 10. Dissolution of the agreement

1 BIRD's claims on the client shall be immediately payable in the following cases:
a) If, after the agreement has been concluded, circumstances have come to BIRD's attention which constitute good grounds to fear that the client will not fulfil its obligations;
b) If, on concluding the agreement, BIRD has asked the client to furnish security for the fulfilment of the agreement and this security is not furnished or is insufficient.
2 In the cases mentioned BIRD shall be entitled to postpone the further execution of the agreement or to dissolve the agreement, without prejudice to BIRD's right to claim damages.

Article 11. Defects; complaints

1 The client shall notify BIRD in writing of any complaints about the activities conducted within 1 month after discovery/receipt of the report.
2 If a complaint is well-founded, BIRD shall conduct the activities as agreed as yet, unless this has meanwhile become demonstrably pointless to the client. The aforementioned pointlessness must be indicated in writing by the client.
3 If performance of the service agreed is no longer possible or useful, BIRD shall only be liable within the limits set by Article 15.

Article 12. Fee

1 To offers and agreements in which a fixed fee is quoted or has been agreed, Paragraphs 2, 5 and 6 of this Article shall apply. If no fixed fee is agreed, Paragraphs 3 through 6 of this Article shall apply.
2 If no fixed fee is agreed, the fee shall be determined on the basis of the hours actually worked. The fee shall be calculated in accordance with BIRD's usual hourly rates, applicable for the period during which the activities are conducted, unless a different hourly rate has been agreed.
3 In the event of assignments with a duration of more than 1 month the costs due shall be charged in the manner agreed in the contract.
4 If BIRD agrees a fixed fee or hourly rate with the client, BIRD shall nevertheless be entitled to increase this fee or rate. BIRD shall be entitled to pass on price increases, if BIRD is able to demonstrate that between the time of the offer and delivery significant price changes have occurred with respect to wages, etc.

Article 13. Payment

1 Payment shall be effected within 30 days from invoice date in the manner to be indicated by BIRD and in the currency of the invoice.
2 If the client has not effected payment after 30 days from invoice date, the client shall be in default; from the moment of being in default 1% interest per month on the amount due shall be payable by the client, unless the statutory interest is higher, in which case the statutory interest shall apply.
3 In the event of liquidation, bankruptcy or suspension of payments of the client BIRD's claims and the client's obligations towards BIRD shall be immediately payable.
4 Payments made by the client shall in the first instance serve to settle all interest and costs due and in the second instance to settle those invoices which have been outstanding longest, even if the client states that the settlement concerns a later invoice.

Article 14. Collection costs

1 If the client is in default of fulfilling one or more of its obligations, all reasonable costs to settle payment out of court shall be borne by the client. In any event the following shall be payable by the client:
· on the first EUR 2,949.- 15%
· on the next EUR 5,899.- 10%
· on the next EUR 14,747.- 6%
· on the next EUR 58,991.- 5%
· on the remainder 3%
2 If BIRD demonstrates that it has incurred higher costs, which were reasonably necessary, these shall also be borne by the client.

Article 15. Liability

If BIRD is liable, this liability shall be limited as follows:
1 BIRD's liability, insofar as it is covered by its liability insurance, shall be limited to the amount paid by the insurer.
2 In the event that the insurer does not effect payment or if the damage is not covered by the insurance, BIRD's liability shall be limited to twice the invoice value of the assignment, which is understood to be that part of the assignment to which the liability applies.
3 Contrary to the provisions of Paragraph 2 of this Article, the liability with respect to assignments with a duration of more than six months shall moreover be limited to that part of the fee due which concerns the last six months of the duration of the assignment.
4 The limitations of liability mentioned in these terms and conditions shall not apply if the damage is due to gross negligence or intention of BIRD or its employees.
5 BIRD shall never be liable for consequential damage.

Article 16. Force majeure

1 In these general terms and conditions force majeure shall, in addition to what it is understood to mean according to the law and case law, be understood to mean all external causes, foreseen as well as unforeseen, which cannot be influenced by BIRD, but as a result of which BIRD is unable to fulfil its obligations. These causes shall include strikes within BIRD's company.
2 BIRD shall also be entitled to plead force majeure, if the circumstance which prevents (further) fulfilment of obligations, occurs after BIRD should have fulfilled its obligation.
3 In the event of force majeure BIRD's obligations shall be postponed. If the period during which force majeure prevents fulfilment of the obligation by BIRD, is longer than 2 months, both parties shall be entitled to dissolve the agreement, in which case no obligation to pay damages shall be created.
4 If, at the time when the force majeure occurs, BIRD has already fulfilled part of its obligations or is able to fulfil only part of its obligations, it shall be entitled to invoice that part of the assignment which has already been executed or which is executable, and the client shall be obliged to effect payment of this invoice as if it concerned a separate contract. However, this shall not apply if the part of the assignment which has already been executed or which is executable, has no independent value.

Article 17. Settlement of disputes

The court in BIRD's domicile shall have exclusive jurisdiction in any disputes, unless the magistrate's court is competent. BIRD shall nevertheless be entitled to summon the opposite party to appear before the court which has jurisdiction according to the law.

Article 18. Applicable law

All agreements between BIRD and the client shall be governed by Dutch law.

Article 19. Alteration and filing of the terms and conditions

These terms and conditions have been filed at the Chamber of Commerce at Rotterdam.
Of these terms and conditions the latest version filed or the version which was applicable when the assignment at issue was effected, shall apply.