AXON
P.O. Box 48, NL-5126 ZG Gilze
Lange Wagenstraat 55, NL-5126 BB Gilze
The Netherlands
Phone: +31 161 850 450 Fax: +31 161 850 499

GENERAL TERMS AND CONDITIONS OF THE PRIVATE LIMITED COMPANY AXON DIGITAL DESIGN B.V., DOMICILED AND WITH OFFICES AT LANGE WAGENSTRAAT 55, GILZE, THE NETHERLANDS. THESE GENERAL TERMS AND CONDITIONS ARE LODGED AT THE OFFICE OF THE TRADE REGISTER OF THE CHAMBER OF COMMERCE AT TILBURG, THE NETHERLANDS, UNDER NUMBER 18029531.

Explanation of definitions

AXON

the private limited company AXON Digital Design B.V. domiciled and with offices at Handelsweg 5, Udenhout, the Netherlands, listed in the Trade Register of the Chamber of Commerce "Noord- en Midden Brabant" under number 18029531, and all affiliated companies, in so far as they have declared these terms and conditions to be applicable to transactions.

The other party

all clients and contract partners of AXON.

Agreement

the agreement effected between AXON and the other party for the supply of services, work and/or goods.

Article 1. GENERAL

AXON is commercially active in the development, assembly and sale of electronic equipment in general and professional audio and video signal processing equipment in particular.

Article 2. APPLICABILITY

2.1 AXON's present terms and conditions of sale, delivery and payment, hereinafter referred to as "the conditions" shall apply to all offers, deliveries and services made and/or carried out by AXON for third parties, as well as to all agreements in the widest sense of the word and the contracting for work, unless otherwise agreed upon in writing.

2.2 Purchase conditions or other conditions from the other party shall not apply, unless these have been accepted explicitly by AXON in writing. If AXON lets a notification from the other party, in which they reject AXON's conditions and declare their own conditions applicable, pass uncontradicted, this does not mean that AXON shall accept said conditions.

2.3 If AXON should not continually require the strict observance of the conditions, this does not entail that the conditions should not apply, nor that AXON should loose the right to require the strict observance of the conditions in future, whether or not similar cases.

2.4 Stipulations deviating from these conditions shall apply only if these are explicitly confirmed by AXON in writing.

Article 3. QUOTATIONS

3.1 All quotations from AXON shall at all times be entirely without engagement and non-binding upon AXON unless expressly indicated otherwise in writing. All documents accompanying the quotation, such as drawings, designs, cost-price calculations, etc., shall likewise be entirely without engagement and non-binding upon AXON, unless expressly indicated otherwise in writing. These documents remain the property of AXON and at AXON's request shall be returned to it at once. Except with prior written permission from AXON, the other party is not permitted to provide third parties, especially companies competing with AXON, with these documents and statistical data.

3.2 In the case of multiple quotations, no obligation exists to perform a portion in return for a commensurate proportion of the price stated for the whole.

3.3 All prices and amounts quoted are exclusive of VAT unless otherwise indicated or agreed.

3.4 Unless expressly indicated otherwise in writing, taxes, salary costs of employees of or working on behalf of AXON, import duties, charges, freight rates, insurance policies and similar costs, wherever charged or incurred, shall be for the account of the other party. If after the quotation is submitted and/or the agreement comes into being the costs referred to here are increased or introduced, even though this occurs pursuant to foreseeable circumstances, then AXON is entitled to increase the price accordingly. If after the agreement comes into being cost-price-increasing factors occur, for instance if AXON's suppliers change their prices and/or conditions, if AXON is obliged to pay higher wages, if the prices of materials rise or if a subsequent devaluation of the Dutch currency or some other change of exchange rate affects the prices of materials, then AXON is entitled to pass on such changes or cost-price increases to the other party.

3.5 If after a quotation has been submitted at the request of the other party no agreement has come into being, AXON is entitled to charge the other party for the costs of the technical cost calculation.

Article 4. AGREEMENTS AND MODIFICATIONS IN AGREEMENTS

4.1 An agreement shall only be effected after AXON - after receipt of a written or verbal notice from the other party in which they agree to a quotation and/or place an order and/or give an assignment and/or want to conclude an agreement - has confirmed the order and/or assignment in writing.

4.2 AXON undertakes to perform all agreed activities to the best of its knowledge and ability. This means that AXON does not commit itself to a particular result. It thus accepts no liability in respect of the result of its activities, unless and insofar as this result has been guaranteed by it in writing.

4.3 All modifications to the accepted work, whether as a result of a specific assignment from the other party, or arising from a change in the state of the art or because the data provided to AXON by the other party do not correspond to the actual situation, shall if higher costs result for AXON be regarded as additional work and if lower costs result as reduced work.

4.4 AXON shall at all times be entitled to charge the other party a fair price for additional work.

4.5 Undertakings, arrangements and communications relating to AXON's obligations and made or effected by or towards representatives or employees of AXON shall be effective or binding only if confirmed in writing by AXON.

4.6 Any changes to the performance of the agreement required by the other party following the coming into being of the agreement, must be communicated by it to AXON in good time and in writing. If these changes are communicated by telephone or orally in some other manner, the risk relating to the implementation of the changes is for the account of the other party.

4.7 AXON shall at all times be entitled to refuse to accept changes required by the other party or additional work required by it after the coming into being of the agreement.

4.8 Changes in the sense referred to above may result in the agreed delivery date being overrun by AXON, which is beyond its responsibility.

4.9 If the other party does not, does not properly or does not fulfil on time his/her and/or any obligations, arising from the agreement concluded with him/her and/or the conditions, as well as in case of bankruptcy, suspension of payment or when the other party has lost his freedom of action completely or partially by attachment or otherwise, or when this party is otherwise not capable of fulfilling its payment obligations, AXON shall have the right to dissolve the agreement without judicial intervention, or to deem the agreement dissolved, without being liable to paying compensation and without prejudicing his right to claim from the other party compensation for the damages sustained by AXON. In that case, AXON shall be entitled to immediately fetch back the delivered goods for which the purchase price or other amounts due have not been paid yet. The other party shall then irrevocably grant authorization to AXON to enter the premises where the goods are located, so AXON can assume possession of the goods referred to.

Article 5. DELIVERY PERIOD

5.1 The delivery period, which is always stated approximately, shall commence after an agreement with the other party has come into being in the meaning of article 4.

5.2 Delivery periods are stated on the basis of, among other factors, the data provided to AXON by the suppliers concerned. If during the performance of the agreement it is found that, for whatever reason (including causes related to AXON's personnel and/or suppliers), there is a delay in the preparations for delivery, the delivery period shall be increased by the same number of days as the delay that has occurred. This also applies if the delay is due to circumstances that were foreseeable when the agreement was concluded.

Article 6. DELIVERY

6.1 The delivery of the goods sold by AXON shall be effected - with due regard for the provisions stipulated in this article - in accordance with the agreements as laid down in Incoterms 2000. This means that delivery within the Netherlands of cable on reels shall be effected only "ex factory" Gilze; other deliveries within the Netherlands shall be C.I.F. address in the Netherlands. Delivery outside the Netherlands shall be effected solely "ex factory " Gilze.

6.2 The consequences of delay are, except in the event of intent or gross negligence on the part of AXON, not for AXON's account, without prejudice to the provisions stipulated in article 5.

6.3 A waybill, delivery note or similar document issued upon delivery of the goods, is deemed to show the quantity and quality of the delivered goods accurately, unless the other party has notified AXON of its objections thereto immediately upon receipt of the goods. In the event of non-immediate notification, AXON is entitled to regard the details shown on the waybill, delivery note or similar document as correct.

Article 7. OBLIGATIONS ON THE PART OF THE OTHER PARTY

7.1 The other party is obliged to inform AXON adequately and, insofar as possible, in writing, as well as in good time, upon or before conclusion of the agreement, regarding all circumstances which are of importance for the performance of the agreement by AXON. In particular, the other party shall be responsible for the accuracy of the data provided to AXON for the activities.

7.2 If the other party fails to fulfil, not fulfils on time or inadequately fulfils its notification obligations as referred to in the previous paragraph, any warranty that may have been issued by AXON shall not apply. Moreover, in such an event AXON is entitled to demand compensation for the damage suffered by it (such as damage due to delay) or for the costs of additional work due to the failure to fulfil or the inadequate fulfilment.

Article 8. COMPLAINTS AND WARRANTY

8.1 Any complaints must be made in writing to AXON within one (1) week after the other party has detected or could reasonably have detected the defect, exactly stating the facts to which the claim refers. In the event of later notification to AXON, the other party's claim to any warranty issued by AXON shall not apply.

8.2 If the buyer fails to verify the quality of the supplied goods within one (1) week of receipt, it shall be deemed to have accepted the delivery.

8.3 AXON guarantees the goods supplied by it for a period of twelve (12) months, unless expressly agreed otherwise in writing. This period commences on the invoice date relating to the goods. The provisions stipulated in this paragraph do not affect any of the provisions laid down elsewhere in this article.

8.4 A warranty for the goods supplied by AXON, but not produced by it, shall be given only if and insofar as AXON's suppliers guarantee their products. In this event, AXON shall support valid warranty claims by the other party against its suppliers.

8.5 The warranty shall not extend further than the repair or delivery of those goods regarding which AXON accepts the complaint. In respect of warranty activities, AXON shall pay all costs of materials and labour. The costs of transporting the goods from the other party's premises to AXON's premises shall be for the account of the other party. The costs of transporting the goods from AXON's premises back to the other party's premises shall be for the account of AXON.

8.6 If the other party wishes to return goods to AXON, it shall ask AXON for permission before doing so. If AXON grants such permission, it shall issue an RMA number (Return Materials Authorisation) to the other party. Without an RMA number, AXON is not bound to accept returned goods.

8.7 In the case of a repair carried out within the warranty period, no extension of the warranty period shall be given. In the case of a repair carried out outside the warranty period, the costs of which are thus entirely for the account of the other party, AXON shall grant a warranty of twelve months on the repaired part, unless expressly agreed otherwise in writing.

8.8 The warranty on the supplied goods is not applicable if the other party performs modifications or repairs to the delivered goods itself or arranges for third parties to perform them, or if the supplied goods are used for purposes other than normal (business) purposes or have - in AXON's opinion - been treated and/or maintained in an incompetent fashion.

8.9 The warranty on the supplied product is likewise not applicable if the serial number displayed on the product has been removed, or in any event if the serial number no longer appears on the product, or has become illegible. The warranty is also not applicable if the sealing paint is broken.

8.10 AXON is not bound by any form of warranty if the other party acts or has others act contrary to - or fails to act or does not act in time in accordance with - the provisions laid down in the general terms and conditions.

Article 9. CARRYING OUT WORK

9.1 AXON shall determine the method of fulfilment of the agreement at their own discretion, unless both parties have explicitly agreed otherwise in writing.

9.2 For assignments with respect to carrying out work and/or rendering services for which a fixed price is charged, AXON shall at all times determine the location and the working hours with respect to the work for carrying out the assignment.

9.3 The travelling and accommodation expenses incurred by AXON employees for the fulfilment of the agreement shall be charged to the other party, unless otherwise agreed upon.

9.4 Completion and performance periods are always indicated roughly and are not considered to be a deadline, unless otherwise explicitly agreed upon in writing.

9.5 The performance period is based on the prevailing conditions at the time of the conclusion of the agreement. If a delay should arise, because said conditions have changed, the performance period will be extended in so far as necessary and accordingly.

9.6 Without prejudice to the aforementioned provisions relating to the performance period, the performance period will be extended for the duration of the delay arising on the part of AXON, when the other party fails to fulfil an obligation arising from the agreement, to take delivery of goods or to render assistance in the fulfilment of the agreement.

9.7 If after an injunction the other party fails to render assistance in the fulfilment of the agreement, AXON shall be entitled to either carry out the work at a date to be determined later by AXON or to dissolve the agreement fully or partially, without prejudice to AXON's right to (full) compensation.

9.8 If the delivery period is exceeded, for whatever reason, this does not give the other party the right - with due observance of the relevant statutory provisions - to dissolve the agreement, to claim compensation, to refuse to purchase the goods or not to fulfil the obligations arising from the agreement.

9.9 If it is agreed that the work and/or delivery will take place in phases, AXON shall be entitled to postpone the start of the work and/or deliveries which form a part of a certain phase, until the client has approved the completion of the previous stage in writing and has fulfilled all financial obligations with respect to the partial delivery.

9.10 If the data required for the checks or tests described in the agreement are not, not on time or not in accordance with the assignment placed at the disposal of AXON, the work will be deemed to be accepted by the client.

9.11 Shipment, transport and/or transfer of goods, including materials, data carriers and equipment, shall at all times occur for the account and risk of the client, unless otherwise agreed upon in writing, even when the carrier claims that the waybills, shipping documents, etc., include the clause that all damages caused to goods in transit are for the account and risk of the sender. AXON shall only be obliged to take out insurance, if and to the extent that AXON explicitly undertakes to do so in writing. After delivery at the entrance of the address of installation by or on behalf of AXON, the client shall bear the risk of loss, decay or damage, regardless of the cause.

Article 10. LIABILITY

10.1 AXON shall not accept any liability for not fulfilling, on time, fully or properly, without prejudice to AXON's right to fulfilment at a later date what was stipulated by the other party, to the extent permitted by law and with due observance of the provisions under 10.6.

10.2 Liability for consequential losses is excluded. This means that AXON shall not liable for, among others, expenses and damages owing to mutilation, destruction or loss of files, data and other data carriers belonging to the other party. The other party is deemed to keep in its possession at all times readable copies of files, data and other data carriers and is also responsible for making readable and usable back-ups. Furthermore, the other party is obliged to ensure the risk of damages, caused by the reconstruction of data and to keep this properly insured.

10.3 Damages arising from, to or as a result of goods, which AXON has bought from another supplier or services which AXON has contracted out, shall only be compensated, if and to the extent that these damages are paid to AXON by the supplier referred to and that AXON has received this payment, after deducting the expenses made for this purpose.

10.4 Recommendations, instructions, calculations, statements of results or operating instructions, by any name, in connection with using, processing, handling, confirming, etc., our goods or services, shall be given and/or supplied free of obligation and without any liability on the part of AXON. Nor is AXON liable for damages if the other party fails in his duties or if the other party or his employees provide incorrect, inadequate or incomplete information or materials.

10.5 If AXON provides the other party with personnel, this shall be done for the account and risk of the other party. The other party shall indemnify AXON against any liability resulting here from.

10.6 If the aforementioned exoneration clause does not have any importance rightfully and AXON should be held liable for whatever reason, this liability shall at all times be limited to:
a. 50% of the last invoice amount or, in the absence of such, the value of the goods and/or services and/or work supplied; if the damages are caused by the fulfilment of a continuing performance agreement: up to 20% of the sum of the invoices related to the continuing performance agreement over the previous calendar year;
b.in case of partial delivery/separate goods and/or services and/or work - the separate invoice amount - or in default of this amount, the value of the goods and/or services concerned;
c.the amount covered by AXON's insurer(s), if and to the extent that AXON is insured and the amount(s) paid out is/are higher than the last invoice amount, as specified under point a and b of this paragraph, increased by the insurance reserve.

10.7 The other party shall be deprived of his right to damages toward AXON - without prejudice to the aforementioned provisions - if the damage has resulted from:
a. injudicious use;
b.acts in violation of the enclosed instructions or instructions and/or recommendations on behalf of AXON;
c.acts in violation of what is socially considered to be proper in reasonableness and fairness;
d.errors/ inaccuracies in data, data carriers and instructions supplied by the other party.

10.8 Approval of tests and/or partial deliveries and/or work by the other party means that AXON has carried out the work properly up to the relevant phase.

10.9 The other party shall be deprived of the right to file a complaint, if the goods, after delivery, by the actions or negligence of the other party or third parties engaged by the other party, have changed in nature or composition, have been processed or handled fully or partially, have been damaged or have been repacked.

10.10 AXON is not liable for (any) damages arising from the non-compliance of materials used by AXON and work performed by AXON with legal or other requirements prescribed or to be prescribed by the government with regards to the use or application of these materials.

10.11 If and in so far as AXON will provide the other party with a so-called certificate of guarantee for the goods delivered or the work carried out by them, AXON shall only be liable in accordance with the text and contents of this certificate.

10.12 AXON can rely upon the provisions from the conditions against anyone for whatever reason, when AXON is sued by a third party with respect to delivering goods and/or carrying out work.

10.13 The other party shall indemnify - without prejudice to the provision referred to in these conditions - AXON for all claims for damages from third parties, as a result of the other party's non-fulfilment of any obligation imposed by law or these conditions with regards to the instructions from the other party, data supplied by the other party, the actions or negligence of the other party's employees or third parties engaged by him, the nature of matters and the packaging.

10.14 In addition to AXON, their employees and other parties for which AXON is responsible can rely upon any limitation and dismissal of liability arising from these conditions.

Article 11. RESERVATION OF TITLE

11.1 AXON reserves the title to all items supplied by it up to the time of complete payment of the agreed purchase price or reimbursement of all items delivered and to be delivered by AXON to the other party and to all claims relating to activities performed or to be performed by AXON on behalf of the other party in the context of the agreement concluded with the other party and to all claims AXON may have against the other party arising from a shortcoming by the other party in fulfilling the agreement concluded between AXON and it. AXON already reserves pledges on all goods delivered by AXON as an additional security for the fulfilment of all obligations from this agreement and/or transactions or related agreements and/or transactions, to the extent permitted by law.

11.2 Right shall be granted to the other party or, as the occasion arises, shall be assigned, provided that the other party shall pay the agreed compensation on time and in full.

11.3 AXON shall at all times be entitled to remove (or arrange to be removed) the supplied goods from the other party's or its custodian's premises if the other party fails to fulfil its obligations towards AXON. The other party shall lend its co-operation to this, in the absence of which the other party shall forfeit an immediately due and payable penalty of € 500 not open to judicial mitigation for each day that the other party remains in default and/or continues to use the programs and other results.

11.4 The other party shall refrain from copying, modifying or reproducing the delivered goods. The other party shall impose a similar obligation on intermediaries and employees.

11.5 As long as payment has taken place in accordance with article 10, the other party shall not be entitled to alienate, encumber or pawn the goods.

Article 12 INTELLECTUAL PROPERTY

12.1 AXON expressly reserves all intellectual rights of ownership in connection with or arising from its activities and products. Insofar as no explicit written agreement has been made with the other party beforehand, the other party may acquire the title and/or any relevant right owned by Axon solely by means of a written instrument and payment of a sum to be agreed.

12.2 If development is part of the agreement, the intellectual property rights arising from such development relating to (non-restrictive) plans, drawings, documentation, computer programs, client lists, sound and illustrations ("Work Product") shall be assigned to AXON, in which the other party will render full assistance, required for an effective assignment from the event giving rise to such rights.

12.3 Unless otherwise explicitly agreed upon in writing the designs, illustrations, drawings, models, photos, programs, etc., provided by or on behalf of AXON shall remain the property of AXON. The other party is not entitled to reproduce, distribute or publish the above-mentioned data in any form or way, either electronically, mechanically, by recordings or any other means, without the previous written consent from AXON.

12.4 Axon reserves all vested rights (copyrights, model rights, etc.) with regards to designs, illustrations, drawings, models, photos, lithos and similar and these rights have to be respected. AXON shall remain the owner of said resources, unless otherwise explicitly agreed upon by both parties.

12.5 If the other party acts in violation of the provisions in this article, they shall owe AXON an amount of € 5000 (in words: five thousand euros) per occurrence and for each day that the infringement continues an amount of € 500 (in words: five hundred euros). These outstanding amounts are immediately due and payable without further notice of default.

Article 13 TERMS AND CONDITIONS OF PAYMENT

13.1 Unless otherwise stipulated, all prices and rates shall be in euros and excluding VAT and other levies, taxes and charges which are imposed by the government at the time of order acceptance.

13.2 All invoices from AXON shall be settled within thirty (30) days of invoice date. The other party shall on no account be entitled to fail to effect any payment based on a claim for compensation or on an alleged counter-claim for any reason whatsoever.

13.3 Complaints relating to invoices shall be made within fifteen (15) days of invoice date, while the payment condition of thirty (30) days shall remain in full force.

13.4 If the other party, 15 days after the officially recorded date of the third payment reminder, continues to default in payment of the invoice(s) that has/have fallen due, AXON shall be entitled to suspend new deliveries until this/these invoice(s) has/have been paid in full, without the obligation to pay compensation with respect to the other party for whatever reason and by any name.

13.5 If payment has been agreed in instalments and the other party is in default as regards timely payment of an instalment that has fallen due, AXON shall be entitled to suspend any further agreed deliveries until this (these) instalment(s) has (have) been settled. In addition, the instalments that at that moment are not yet due shall immediately become due.

13.6 If the creditworthiness of the other party gives cause for it, AXON can require further security, in the absence of which AXON shall be entitled to suspend the implementation of the agreement, without being or becoming liable for compensation toward the other party.

13.7 Upon the mere expiry of a payment \ deadline, the other party is deemed to be in default, without any summons or notice of default being required. In that case, all claims, of whatever kind, by AXON against the other party shall immediately become due. The other party shall be liable to pay the legal interest on all amounts that have not been received by AXON by the last day of the payment period at the latest.

13.8 The action for payment of the total amount due is in any case immediately due and payable if an agreed instalment is not paid or not paid promptly when due, if the other party files or has filed for bankruptcy, for suspension of payments or a guardianship order, if goods or claims from the other party are attached and if the other party dies, is being wound up or is dissolved - to the extent that the other party is a legal entity.

13.9 The other party shall be liable to forfeit a penalty of € 150 immediately due and payable to AXON with respect to the non-compliance of each payment obligation. Furthermore, AXON shall be entitled to claim all collection charges caused by non-payment, both court and extra judicial costs from the other party, in addition to the principal sum and the statutory interest rate. The extra judicial collection costs are determined in accordance with the "NVvR Rapport Voor-Werk II".

13.10 Parties can agree that payment shall take place after each finished phase of the work after inspection. Allowances shall be made for the value of the materials which have become the property of the other party, but have not been processed yet.

13.11 13.1AXON is entitled to oblige the other party to payment in advance with a maximum of 40% of the total contract price.

Article 14. CANCELLATIONS

14.1 The other party shall not be entitled unilaterally to dissolve an agreement with AXON, entirely or in part, other than with express written permission from AXON.

14.2 If the agreement is dissolved entirely or in part, the other party is bound to reimburse AXON for all costs or expenses reasonably incurred by AXON for the purpose of performing the agreement (including the costs incurred for preparations, storage, commission and the like). In addition, the other party is bound to reimburse AXON, if AXON so wishes, for the materials and semi-manufactured goods intended for the performance of the agreement at prices applied by AXON in its cost calculation. All of this without prejudice to AXON's right to compensation for loss of profit and for any other damage arising from the dissolution.

Article 15. FORCE MAJEURE, SUSPENSION AND DISSOLUTION

15.1 Force majeure is defined in the general terms and conditions as any circumstance independent of AXON's will, even if such circumstance was foreseeable at the time of the agreement's coming into being, and which permanently or temporarily prevents the agreement from being performed, as well as, insofar as not already covered by the above, war, risk of war, civil war, insurrection, strike, lock-out, transport problems, fire and other serious disturbances in AXON's or its suppliers' plant. Between parties, force majeure shall also be defined as: the sudden failure of AXON's equipment or unfitness of equipment as a result of inadequate statements on the part of the other party.

15.2 If the agreement cannot be performed due to force majeure, AXON is entitled, without having recourse to a court of law, either to suspend performance of the agreement for not more than six months or to dissolve the agreement entirely or in part, without being bound to pay any compensation. During such suspension, AXON is authorised, and upon conclusion thereof is obliged, to opt either for performance or for entire or partial dissolution of the agreement.

15.3 In the case of both suspension and dissolution under the second paragraph, AXON is entitled to demand immediate payment for the activities already carried out by it with regard to the performance of the agreement.

15.4 In the event of force majeure, AXON is discharged from its obligation to perform and in that case is not liable for any damage suffered by the other party as a consequence thereof, while the latter is therefore not entitled to any compensation. Similarly, this liability does not exist if the force majeure entails delay in performing the agreement.

Article 16. CONFIDENTIALITY

16.1 AXON shall take measures to ensure that all data provided by AXON to the other party shall solely and only be used for the implementation of the assignment. AXON shall not make these data know to third parties without the written consent from the other party.

16.2 AXON shall comply with all reasonable instructions from the other party with regards to safeguarding confidentiality.

16.3 If AXON undertakes to process data provided by the other party to AXON by using his own equipment, the other party shall guarantee that the documentation - which AXON will provide the other party with to enable them to present the data to be processed in the correct way, as well as to enable them to use the processed data optimally - will not be given to third parties and that the contents of said documentation will not be made known to third parties without the written consent from AXON.

Article 17. NON-COMPETITION CLAUSE

17.1 For the duration of the agreement or for six months after termination of the agreement it is forbidden for the other party to enter into a agreement (of employment) with employees provided by AXON to the other party and/or employees of AXON or to have these employees work in any other way, both directly or indirectly, whether or not for payment, unless AXON has explicitly given consent in writing.

17.2 For each infringement of the provisions in 17.1 the other party is liable to forfeit AXON a penalty of € 5000, which is not open to judicial mitigation.

Article 18. MODIFICATIONS

18.1 Although AXON shall always give favourable consideration to a request for approving modifications, supplementations and cancellations of the work and/or deliveries agreed, AXON is in no way obliged to such an approval.

18.2 An approval as described in 18.1 can only be given explicitly and in writing.

18.3 If a modification and/or supplementation to the agreed work and deliveries produce more work and additional deliveries by AXON, AXON shall charge these to the other parties in accordance with the current rates. If a modification and/or supplementation to the agreed work and deliveries produces less work, this may lead to a reduction of the agreed price, but AXON reserves the right to pass on the expenses already made by AXON, the man hours and equipment which could not be otherwise economically used, as well as the loss of profit to the other party.

18.4 If additional work is produced, this shall be reported at an early stage to the other party in writing, in any case before the implementation of such work. The other party is deemed to agree with the implementation of the additional work and the costs involved, unless the other party stops the implementation within five days after the written notice from AXON. Additional work can never lead to dissolution of the agreement. Additional work is also defined as: modifying the (system) specifications, after these have been approved by the other party and the consequences of modifications in the specifications. The settlement regarding additional work shall occur by additional payment on an invoice basis.

18.5 Losses due to delays sustained by AXON, because the other party has not reacted within five days after written notice from AXON with respect to the production of additional work, shall be reimbursed to AXON in full by the other party.

18.6 AXON is at any time entitled to a unilateral increase of the contracting sum - whether or not for additional work; in so far as the provisions from article 7A: 1646 of the Civil Code apply to the specific individual agreement between AXON and/with the other party, the application of said article is hereby explicitly excluded.

Article 19. COST-RAISING CIRCUMSTANCES

19.1 Cost-raising circumstances are circumstances of such a nature that no allowances had to made at the conclusion of the agreement that they would actually occur, circumstances which cannot be imputed to AXON and circumstances which increase the work costs considerably.

19.2 If cost-raising circumstances as described in the first paragraph should arise, AXON shall be entitled to additional payment.

19.3 The other party is entitled to limit, simplify or complete the work instead of agreeing to compensation as described in paragraph 19.3. In that case the amount owed by the other party shall be determined in accordance with the standards of reasonableness and fairness.

19.4 If special instructions have been included in the conditions or elsewhere in the agreement regarding cost-raising or extraordinary circumstances, the provisions in this article shall not apply for the cases settled in these instructions.

19.5 If special instructions have been included in the conditions or elsewhere in the agreement regarding cost-raising or extraordinary circumstances, the provisions in this article shall not apply for the cases settled in these instructions.

Article 20. MATERIALS

20.1 If materials or resources made available by the other party show defects, the other party shall be liable for the damages caused by this.

20.2 The other party shall be liable for the materials which have to be purchased from a supplier required by the other party, if these are not suitable by nature to the purpose for which they are meant, as appears from the tender documents.

20.3 The other party shall be liable for not delivering or not delivering promptly the materials required by the other party or the materials which have to be purchased from a supplier required by the other party. AXON shall not be responsible for the quality of the materials produced by the work.

Article 21. CHOICE OF LAW AND SETTLEMENT OF DISPUTES

21.1 The law of the Netherlands is applicable to all quotations and agreements made with AXON.

21.2 The Vienna Sales Convention shall not apply.

21.3 All disputes that may arise between parties are subject to the ruling of the authorised judge of the domicile of AXON, unless AXON prefers to submit the dispute to a different court qualified under the legal rules.