24 November 2017,
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General Conditions

Article 1 General
1. The present terms and conditions shall apply to each and every agreement between Enelex Innovation BV and a third party (client), which has requested services or a subsequent service from Enelex Innovation BV.
2. The applicability of client's possible purchase or other conditions is explicitly rejected.
3. If one or more stipulations in the present general terms and conditions should be null and void or declared null and void, then the other stipulations of the present general terms and conditions shall remain fully applicable. When this happens, Enelex Innovation BV and client shall enter into negotiations to agree upon new stipulations replacing the null and void conditions, or, as the case may be, the conditions declared null and void, whereby the purpose and the meaning of the original conditions shall be heeded as far as possible.
4. All requests for services are accepted and performed by Enelex Innovation BV, even if the request, explicitly or implicitly, was meant to be carried out by a certain person. Section 7:404 and 7:407 paragraph 2 of Burgelijk Wetboek do not apply.

Article 2 Execution of the Agreement
1. Enelex Innovation BV shall execute the agreement to the best of his knowledge and ability. No guarantee is given for results.
2. If and in so far required for the proper execution of the agreement, Enelex Innovation BV shall have the right to have certain work done by third parties and expenses will have to be paid by the client. Enelex Innovation BV will take all due care in selecting third parties.
3. An agreement for services between Enelex Innovation BV and the client shall exist after written confirmation by Enelex Innovation BV or after Enelex Innovation BV started working on the execution of the requested services.
4. The client shall see to it that Enelex Innovation BV shall be provided in due time with all data of which Enelex Innovation BV has indicated that they are necessary or which the client must in all reasonableness understand to be necessary to the execution of the agreement. If Enelex Innovation BV has not been provided in due time with the data necessary to the execution of the agreement, Enelex Innovation BV shall have the right to suspend the execution of the agreement and/or to charge the client for the additional expenses resulting from the delay at the generally accepted rates. If a deadline will not be met due to lack of information or instructions from the client, Enelex Innovation BV will try to request an extension of time, if possible. If an extension involves extra expenses, these will be charged to the client.
5. Client shall inform Enelex Innovation BV in writing as soon as possible, in any case within 21 days, of any amendment of name, address, telephone number, email address or fax number.
6. Enelex Innovation BV shall not be liable for damage of whatever nature caused by the fact that Enelex Innovation BV worked on the basis of incorrect and/or incomplete data provided by the client.
7. Enelex Innovation BV may end services to the client if during execution it turns out that a conflict of interest may arise between the client and another client of Enelex Innovation BV.
8. Client shall safeguard Enelex Innovation BV against possible claims filed by third parties who may sustain damage attributable to client in connection with the execution of the agreement.

Article 3 Fee
1. The fee shall be determined on the basis of the number of hours actually spent and the applicable hourly rates, valid for the period in which the work is being done, unless parties agreed upon a fixed fee. The fee shall be calculated in accordance with Enelex Innovation BV's usual hourly rates, valid for the period in which the work is being done, unless a deviating hourly rate has been agreed upon. Client shall be charged for all costs in connection with the execution of the work. Cost estimates by Enelex Innovation BV are indicative and non-binding.
2. The fee and a possible cost estimate shall be exclusive of VAT.
3. Enelex Innovation BV may make the execution of an agreement dependent on an advance payment by the client. If an advance payment was requested, execution of the agreement will only start after payment of the advance payment. If the advance payment is not made, or not timely made, Enelex Innovation BV will not be responsible for damages due to non-execution of the agreement. Any advance payment will be deducted from the total amount to be paid.
4. With respect to services with a duration of more than one month, the costs owed can be charged periodically.
5. If Enelex Innovation BV and the client agree upon a fixed fee or an hourly rate, Enelex Innovation BV shall nevertheless be entitled to increase this fee or rate.
6. Enelex Innovation BV shall be allowed to pass on price increases, if changes in price have occurred between the time of offer and the time of delivery, for example due to an increase in official fees or a change in exchange rates of foreign currencies.

Article 4 Payment
1. Payment must be made within 14 days from the date of invoice, in a way to be indicated by Enelex Innovation BV and in the currency of the invoice. Contestation of the amount of the statements of expenses shall not suspend the fulfilment of the payment obligation. The day of payment is the date of transfer into the bank account mentioned in the invoice for payment.
2. If client fails to fulfil his payment obligation within the term of 14 days, then client shall be in default by operation of law. In that event, client shall owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. The interest on the amount due and payable shall be calculated as from the day the client is in default until the moment he has paid the amount in full.
3. The client is always responsible for the payment of outstanding invoices in the client's name, even if the client has indicated that the request for services was given for a third party. If a client puts in a request for services for a third party and does not wish to take on responsibility himself, the client should indicate this explicitly and in writing at the moment that the request for services is made.
4. Enelex Innovation BV's claims against client shall become due on demand in the event that client's company is wound up, attached, declared bankrupt, or if a suspension of payment is granted.
5. If an invoice is not settled within the term of payment, Enelex Innovation BV may suspend all services, after informing the client thereof. Enelex Innovation BV is not responsible for any damages due to the suspension of services.

Article 5 Collection Charges
1. If the client fails to fulfil his obligations (in due time) or defaults on them, then all reasonable costs incurred to have all extrajudicial costs and debts paid shall be borne by the client. If the client remains in default of payment within the set time period, he forfeits an immediately payable fine of 15% on the amount due at that moment, with a minimum of 50.
2. If Enelex Innovation BV demonstrates that he has incurred higher expenses, which were necessary in reason, said expenses shall also qualify for reimbursement.
3. The reasonable judicial and execution costs possibly incurred shall equally be borne by client.
4. The client shall owe interest over the collection charges.

Article 6 Inspection & Complaints
1. The client must notify Enelex Innovation BV in writing of complaints about the work done within 8 days following their detection, but no later than within 14 days following completion of the work concerned. The notice of default must give as detailed a description as possible of the shortcoming, so that Enelex Innovation BV is in a position to respond adequately.
2. If a complaint proves to be well-founded, Enelex Innovation BV shall yet do the work as agreed upon, unless such has become demonstrably useless in the meantime to the client. The client must notify Enelex Innovation BV in writing if the latter is the case.
3. If it is no longer possible or useful to still do the work with respect to the provision of services agreed upon, Enelex Innovation BV shall only be liable within the limits of article 9.

Article 7 Cancellation
1. Both Enelex Innovation BV and client shall be entitled to cancel the agreement at all times.
2. Enelex Innovation BV shall be entitled to keep client's files and all correspondence in connection with client's files, until client has fulfilled all outstanding payments. Client shall furthermore be held to pay the statement of expenses for the work done up till that moment. The preliminary results of the work done up till that moment shall therefore be put at client's disposal with reservation.
3. If the transfer of the work still to be done entails extra costs for Enelex Innovation BV, said costs shall be charged to client.
4. If the agreement is terminated prematurely by Enelex Innovation BV, Enelex Innovation BV shall see to it in conjunction with client that the work still to be done be transferred to third parties, unless the termination is based on facts and circumstances which can be attributed to client.

Article 8 Suspension and Dissolution
1. Enelex Innovation BV shall be authorised to suspend the fulfilment of the obligations under the agreement or to dissolve the agreement, in the event that:
(a) client does not fulfil or does not fully fulfil his obligations resulting from the agreement
(b) after the agreement has been concluded, Enelex Innovation BV learns of circumstances giving good ground to fear that the client will not fulfil his obligations (e.g. in the case of suspension of payment or bankruptcy). If good ground exists to fear that the client will only partially or improperly fulfil his obligations, suspension shall only be allowed in so far the shortcoming justifies such action.
(c) client was asked to furnish security to guarantee the fulfilment of his obligations resulting from the agreement when the contract was concluded and that this security is not provided or insufficient.
2. Client shall inform Enelex Innovation BV immediately if any of the circumstances mentioned under Article 8 secion 1(b) occurs or in case of force majeure.
3. Enelex Innovation BV shall furthermore be authorised to dissolve the agreement or have the agreement dissolved if circumstances arise of such a nature that fulfilment of the obligations becomes impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be demanded in all reasonableness.
4. If the agreement is dissolved, the Enelex Innovation BV's claims against the client shall be forthwith due and payable. If Enelex Innovation BV suspends fulfilment of his obligations, he shall retain his rights under the law and the agreement.

Article 9 Liability
1. Should Enelex Innovation BV be liable, then said liability shall be limited to the stipulations of the present condition.
2. If Enelex Innovation BV is liable for direct damage, then said liability shall be limited to a maximum equalling the amount of the payment to be made by Enelex Innovation BV's insurer in the occurring event. If there is no basis for payment from the insurance, the liability shall be limited to maximally the amount of the invoice, at any rate that part of the services to which the liability relates, at any rate to a maximum of 45 000 (forty five thousand) euro.
3. In the event of an assignment with a duration of more than 6 months, the liability shall, contrary to the stipulations under 2. of the present Article, furthermore be limited to the part of the fee still due for the last six months.
4. Direct damage shall be understood to be exclusively:
- the reasonable costs incurred to establish the cause and the volume of the damage, in so far said establishment relates to damage in the sense of the present terms and conditions
- the reasonable costs possibly incurred to have Enelex Innovation BV's faulty performance meet the conditions of the agreement, unless such faulty performance cannot be attributed to Enelex Innovation BV;
- the reasonable costs incurred to prevent or limit the damage, in so far client demonstrates that said costs have led to the limitation of direct damage as meant in the present general terms and conditions.
5. Enelex Innovation BV shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business stagnation. Enelex Innovation BV excludes all liability for incorrectness and/or incompleteness of in the information supplied by client. In addition, Enelex Innovation BV excludes all liability for any incorrectness and/or incompleteness of in the information obtained from databases and registers consulted by Enelex Innovation BV.
6. Liability of Enelex Innovation BV for mistakes or shortcomings of third parties is excluded.
7. The limitations of liability for direct damage contained in the present terms and conditions shall not apply if the damage is due to intentional act or omission or gross negligence on the part of Enelex Innovation BV or his subordinates.

Article 10 Force Majeure
1. Parties shall not be held to fulfil any of their obligations if they are hindered to do so due to a circumstance through no fault of their own and which cannot be attributed to them by virtue of law, a legal action or generally accepted practice.
2. In addition to the provisions of the law and the judge-made law in this respect, force majeure shall in the present general terms and conditions furthermore be understood to be any external circumstance, be it envisaged or not, on which Enelex Innovation BV cannot have any influence but which prevents Enelex Innovation BV from fulfilling his obligations, including fire, flooding, strikes, mobilisation, war, computer break downs, disturbance of the postal and telecom services.
3. Enelex Innovation BV shall also be entitled to invoke force majeure if the circumstance rendering (further) fulfilment of the obligation(s) impossible, commences after the point in time on which Enelex Innovation BV should have fulfilled his obligation.
4. Throughout the duration of the circumstances of force majeure, parties shall be entitled to suspend the fulfilment of their obligations. If this period lasts for more than two months, either of the parties shall be entitled to dissolve the agreement without any obligation to pay the opposite party damages.
5. Insofar Enelex Innovation BV has already partially fulfilled his obligations resulting from the agreement at the moment the circumstance of force majeure commenced or shall be able to fulfil them and insofar separate value can be attributed to the part already fulfilled or still to be fulfilled respectively, Enelex Innovation BV shall be entitled to submit a separate statement of expenses of the part already fulfilled or still to be fulfilled respectively. The client shall be held to pay this statement of expenses as if it were a separate agreement.

Article 11 Disputes and Applicable Law
1. The District Court in the Hague shall have exclusive jurisdiction to hear actions, unless the Court in Delft is competent. Enelex Innovation BV shall nevertheless be entitled to submit the dispute to the Court deemed competent by the law.
2. Parties shall only refer the matter to the court if they have done their utmost to solve the dispute in mutual consultations.
3. Dutch law shall apply to each and every agreement between Enelex Innovation BV and the client.

Article 12 Changes to the Terms and Conditions, interpretation and their Location
1. The present terms and conditions are published on www.enelex.com and will be forwarded without any costs on request.
2. The Dutch version of these general terms and conditions prevails at all time in case of disputes with regard to the interpretation and purpose of these terms and conditions.
3. The version valid at the time the agreement was concluded, applies.

Version September 2016


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