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General and suplementary terms and conditions

Prime Vision B.V.

GENERAL AND SUPPLEMENTARY TERMS AND CONDITIONS

  1. Definition of terms

The terms below are used in these General Terms and Conditions. They are taken to mean the following:

Terms and Conditions: the Prime Vision General Terms and Conditions supplemented with the

Supplementary Stipulations;

Prime Vision BV: the limited company Prime Vision BV incorporated under Dutch law;

The Contractor: the party with whom Prime Vision BV has concluded an agreement to which these

Terms and Conditions apply;

Agreement: the agreements recorded in a form, document or in another way, on the basis of which one or more services are carried out by Prime Vision, or items are delivered, or items are given in loan;

Services: the services to be carried out by Prime Vision such as activities for maintenance and management, installation activities, design and consultancy tasks;

Goods: the movable goods as well as any system software inextricably bound up with these movable goods for which Prime Vision and the Contractor have concluded an agreement.

  1. Applicability
  1. These General Terms and Conditions apply to all quotations as well as verbal and written agreements between Prime Vision and the Contractor, and all actions associated with them, related to both preparation and performance.
  2. The applicability of any general or other terms and conditions required by the Contractor is expressly excluded by Prime Vision.
  3. The Agreement takes the place of and replaces in respect of the subject of the Agreement all earlier proposals, correspondence, agreements or other communication, whether written or verbal
  4. Deviation from that stipulated in these Terms and Conditions is only possible if and, insofar as Prime Vision has accepted the deviations in writing and then only for the agreement or assignment for which the deviation has been agreed.
  5. The Contractor acknowledges his familiarity with these Terms and Conditions as well as to have received a copy of them
  1. Quote and Agreement
  1. The Contractor will use the quotation issued by Prime Vision and Prime Vision´s knowledge and ideas contained therein only to evaluate his own interest in granting the order. The same is fully applicable to proposals to change, add to or extend the order.
  2. Quotes and price estimates from Prime Vision are noncommittal, also with regard to price, content and delivery time, and can be revoked at any time unless the quotation explicitly states that it constitutes a binding offer and it also includes an expiry date.
  3. These General Terms and Conditions are part of the Agreement together with the quotation and the confirmation of the order from the Contractor.
  4. The Contractor can attach no rights to verbal agreements unless they have been accepted in writing by Prime Vision.
  5. As long as no signed, irrevocable confirmation of the order has been received from the Contractor Prime Vision retains the right to deploy its personnel capacity and limited production resources in another way
  6. Additions and changes to the Agreement can only be effected if put in writing and agreed by both parties.
  1. Performance of the Agreement
  1. Prime Vision undertakes to perform the activities required to execute the Agreement according to the requirements of good professionalism.
  2. There is, however, no question of a result-based agreement unless expressly agreed between Prime Vision and the Contractor.
  3. The way in which the activities required to execute the Agreement will be performed will be determined fully by Prime Vision, without however impinging on the requirements of the Agreement and the requirements of good professionalism. Prime Vision will, within the limitations set by the first sentence, take into account the wishes of the Contractor as they have been notified to Prime Vision.
  4. Prime Vision is not obliged to start work on the order until the Contractor has actually made available to Prime Vision all the information and items necessary to perform the order (including parameters, specifications, preconditions and test/training datasets) in the agreed format.
  5. Prime Vision retains the right to postpone the delivery period if the information and items necessary to perform the order are not made available on time. Any costs arising from the necessary information and items not being delivered on time can be charged by Prime Vision to the Contractor. Prime Vision is not liable for any damage suffered by the Contractor as a consequence of late delivery.
  6. The choice of personnel to be involved in the performance of the Agreement will be determined fully by Prime Vision. If, however, certain individuals are mentioned by name in the quotation or the order confirmation on the basis of their personal knowledge, these individuals (if possible in all reasonableness) will only be replaced following consultation with the Contractor.
  7. Additional work may be charged only following the prior written permission of the Contractor.
  8. All goods and services not included in the quotation but purchased by Prime Vision at the Contractor´s request are charged on the basis of the cost price plus 15% (fifteen per cent) for financial and administrative expenses, among others.
  9. The delivery periods and times adhered to by Prime Vision in the quotation are indicative and should never be regarded as a deadline. The incidental failure to meet the stated dates does not constitute delay on Prime Vision´s part.
  10. Unless otherwise stated in the quotation no orders will be performed on Dutch holidays or remembrance days.
  1. The Contractor’s obligations
    1. The Contractor will make available to Prime Vision fully and on time, all parameters, specifications, preconditions test and training sets for pattern recognition and other details required by Prime Vision to perform the Agreement. Within the boundaries of all reasonableness, Prime Vision can set prescribe the form of the above.
    2. Unless stated explicitly otherwise in the Agreement, the Contractor is responsible for the correctness and completeness of the details referred to in the previous paragraph, even if these are obtained from a third party.
    3. Where it has been agreed that the performance of the Agreement will take place at one of the Contractor´s locations or where such arises from the nature of the services performed or items delivered, the Contractor will provide Prime Vision with adequate facilities and personnel at his own cost. If, in the opinion of Prime Vision, specific facilities or the presence of personnel with specific knowledge is required, Prime Vision will report this in good time.
    4. If (parts of) the performance of the Agreement cannot be undertaken on time or at all as a consequence of the lack of adequate information, facilities or personnel this will not constitute additional work and the additional costs will be charged to the Contractor.
  2. Confidentiality
    1. Each party undertakes to ensure the confidentiality of all details received from the other party as part of the order and which are clearly confidential in nature.
    2. This confidentiality requirement does not apply to:
      1. Details that were demonstrably in the receiving party´s possession prior to the time at which they were imparted under the order;
      2. Details that are general knowledge and/or will become so, without this being the result of any reprehensible action or omission by the receiving party;
      3. Details that were demonstrably received by one of the parties in a lawful manner from a third party, or which arose from the party´s own investigation, without this entailing the use in any way of the secret details.
    3. Intellectual Property rights
      1. All intellectual property rights (including patents, trade names, author rights and database rights) arising out of an order given to Prime Vision are the property of Prime Vision, unless otherwise agreed in writing.
      2. Prime Vision states – without being subject to any indemnity – that it is the rightful proprietor of the intellectual property rights as they may be given to the Contractor to use under the Agreement, or has received the right to such from its suppliers.
      3. Within the scope of the use as stated in the Agreement the Contractor has the full and free right to use the results of the order to the extent to which they are supplied by Prime Vision.
    4. Conditions of payment
      1. All tariffs stated in the quotation exclude turnover tax, import and export duty and other charges and taxes that may be imposed by the government.
      2. In the event of Prime Vision´s making a cross-border delivery a “0% VAT” invoice will be sent and it will be up to the Contractor alone to assess whether and at which percentage BTW (VAT, Sales Tax) should be paid within his own jurisdiction.
      3. In the event of a cross-border delivery the whole invoiced amount will be transferred by the Contractor without any retention of taxes, with the exception of any source taxes owed in the Contractor’s domicile (“withholding tax”). Such source tax will be charged to Prime Vision, assuming that the Contractor performs all actions necessary to enable Prime Vision to obtain exemption from any treaty that should exist for the double payment of taxes between the Netherlands and the Contractor’s domicile with the aim of preventing double taxation.
      4. If a “fixed price” is included in the quotation, this price applies as the agreed price. If no “fixed price” has been agreed in the quotation, then it is firmly established between the Contractor and Prime Vision that the amount to be paid will be determined on the basis of subsequent calculation based on the tariffs agreed for the order. If no tariffs have been agreed in advance, the tariffs are determined on the basis of Prime Vision´s usual methods. If an “indicative price” has been included in the quotation, the amount stated is no more than a noncommittal estimate of costs. Moreover, if the date of the quotation and the date on which the activities will end are separated by a period of one year or longer, Prime Vision is empowered to index annually on 1 January that part of the price of the order not yet invoiced in line with the annual change in Prime Vision’s tariffs.
      5. Prime Vision will charge the amounts by monthly invoice, unless otherwise agreed
      6. The Contractor will pay the invoice in full, without deduction, discount or the settlement of debts within 30 days of the invoice date. Payment should be made in the currency stated on the invoice, by a transfer of funds in favor of a bank account stipulated by Prime Vision.
      7. Any objection to the invoice amount, or the completeness or the quality of the activities performed by Prime Vision do not suspend the Contractor’s duty to pay.
      8. In the event of the period stated in article 8.6 being exceeded the Contractor, having been requested by Prime Vision at least once in writing to pay within a reasonable period, is legally in default. In that case the Contractor owes the statutory level of interest on the amount owed from the date on which the sum payable became due until the time of payment. Any judicial and extrajudicial collection costs will in that case also be charged to the Contractor. The judicial costs include the costs incurred in full by the Contractor. The extra judicial costs are fixed at a minimum of 15% of the principal increased by the interest payable, without prejudice to the Customer’s right to claim the actual extra judicial costs over and above this amount. Prime Vision retains ownership of all items it has made available to the Contractor under the Agreement, until the moment at which the amount owed to Prime Vision by the Contractor in connection with the Agreement is paid in full.
    5. Software
      1. If, at the Contractor’s request, Prime Vision develops software or delivers software other than system software to the Contractor, then, in addition to these General Terms and Conditions, Prime Vision’s “Supplementary Terms and Conditions for the Development and Delivery of Software” apply.
      2. If, at the Contractor’s request, Prime Vision carries out maintenance on software other than system software, then, in addition to these General Terms and Conditions, Prime Vision’s “Supplementary Terms and Conditions for Software Maintenance” apply.
    6. Guarantee
      1. During a period of 30 days following delivery by Prime Vision and acceptance by the Contractor the costs of the repair of software will be payable in full by Prime Vision, unless the Contractor has behaved in a way that is reprehensible or unwise.
      2. Prime Vision will make every effort to ensure the guarantee granted to Prime Vision by the manufacturer or the supplier of items delivered by Prime Vision remains in force or otherwise benefits the Contractor. Prime Vision only provides a guarantee for the equipment it has delivered if this has been expressly agreed.
    7. Risk and the transfer of property rights in the goods
      1. The destruction, loss, theft or deterioration of an item is a risk borne by Prime Vision until the moment of delivery and a risk for the Contractor after the moment of delivery.
      2. Prime Vision retains the ownership of items until the moment that the Contractor has paid all amounts owed.
      3. Without prejudice to the stipulations of article 7, paragraph 2, as long as the Contractor does not yet have ownership of the items, he may not transfer, pledge or mortgage, rent or loan or in any other way, under any title whatsoever, the items for the disposal of a third party, unless granted prior written permission to do so by Prime Vision. The Contractor should inform Prime Vision immediately if the items are encumbered or if Prime Vision’s property rights or those of a third party authorized by Prime Vision to provide hardware or software are in any other way at risk.
      4. As long as the ownership of the items resides with Prime Vision, Prime Vision is authorized to retrieve the goods from the Contractor. The costs of this are payable by the Contractor if such an action lies within the scope of the Contractor´s risk. The Contractor should provide Prime Vision and its hired individual’s access to the location of the items so that the items may be retrieved.
    8. Termination and cancellation of the Agreement
      1. In addition to the grounds on which cancellation is possible stated in the law, each of the parties has the right to wholly or partly cancel the Agreement without legal intervention and without proof of default with immediate effect, if the other party: a is declared bankrupt or has submitted a bankruptcy petition; b has applied for a suspension of payments or this has been granted to him.
      2. Delay on the part of Prime Vision will not as such be grounds for cancelling the Agreement unless an enduring inability to honor the Agreement has arisen. In the event of a temporary inability to honor the Agreement, the parties agree that after the expiry of the original period, the Contractor will set a reasonable period in which Prime Vision can still honor the Agreement. If this does not happen within this period, the Agreement can be cancelled by the Contractor in the legally prescribed manner.
        1. whole or partial limitation of the Contractor´s liability as arising from the Agreement;
        2. the acceptance of any liability by Prime Vision that differs from that stated in the Agreement of Terms and Conditions.
  1. Liability
    1. Prime Vision is liable only for damage that is the direct consequence of a culpable shortcoming attributable to Prime Vision in the performance of its obligations. If Prime Vision is liable by virtue of the contractual liability referred to in the preceding sentence or for any other reason, Prime Vision is solely liable for direct damage caused to the Contractor up to the amount of the price payable by the Contractor under article 8.4. In any event, the following are not eligible for compensation: --Consequential damage and indirect damage (consequential damage, loss of income and the like); --Damage, caused by the gross culpability or intent of the Contractor and/or third parties.
    2. Neither Prime Vision nor the individuals used and/or hired by Prime Vision in the performance of the order are liable for damage suffered by the Contractor on applying or using the result of Prime Vision´s activities, unless Prime Vision or any of the above-mentioned individuals is guilty of gross culpability or intent. The Contractor indemnifies Prime Vision and/or the above-mentioned individuals against all claims by third parties by virtue of damage suffered by those third parties arising from the use of the results of Prime Vision´s activities by the Contractor or by another to whom the Contractor has made that result available, unless Prime Vision or any of the abovementioned individuals is guilty of gross culpability or intent.
    3. In the event of individuals used and/or hired by Prime Vision in the performance of the order being on the Contractor´s premises and/or those of a third party in connection with the order, neither Prime Vision nor those individuals will be subject to conditions contained in access badges and the like, including:
    4. Damage as referred to in the first paragraph should be reported to Prime Vision in writing as quickly as possible but at the latest within four weeks of its occurrence. Damage that is not brought to Prime Vision´s attention within this period will not be eligible for compensation, unless the Contractor can make a reasonable case for not being able to report the damage earlier.
  2. Order of precedence for conflicting stipulations
    1. In the event that these Terms and Conditions, the order confirmation or other agreements that comprise part of the Agreement contain conflicting stipulations the order of precedence stated in the following paragraphs applies.
    2. In the event of conflict between the stipulations of the General Terms and Conditions and the Supplementary Terms and Conditions the last will prevail.
    3. The stipulations of the (Supplementary and General) Terms and Conditions will prevail over the quotation, the order confirmation and other agreements that comprise part of the Agreement unless the deviation from the Terms and Conditions is explicitly intended.
  3. Changes to the Terms and Conditions
    1. Prime Vision retains the right to modify or supplement these Terms and Conditions at all times.
    2. Changes also apply to agreements already concluded with due regard for a period of 30 days after written notification of the change. If the Contractor does not wish to accept a change to these Terms and Conditions, he can cancel the Agreement up to the date on which the new terms and conditions come into effect and with effect from that date.
  4. Settlement of disputes
    1. These Terms and Conditions, Prime Vision´s quotations as well as the Agreement are governed by the laws of the Netherlands.
    2. A dispute exists if one of the parties states this to be the case.
    3. 3 Disputes arising from these Terms and Conditions or the Agreement will be submitted to the competent court in ´s-Gravenhage.
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