Terms and Conditions OpenCeilings

Article 1. General

1. These terms and conditions apply to every offer, quotation, and agreement between OpenCeilings and a Counterparty where OpenCeilings has declared these terms applicable, unless the parties have expressly and in writing deviated from these terms.

2. These terms and conditions also apply to agreements with OpenCeilings for which third parties need to be involved for their execution by OpenCeilings.

3. These general terms and conditions are also written for the employees of OpenCeilings and its management.

4. The applicability of any purchase or other conditions of the Counterparty is expressly rejected.

5. If one or more provisions of these general terms and conditions are at any time wholly or partially null and void or should be annulled, the remaining provisions of these general terms and conditions will remain fully applicable. OpenCeilings and the Counterparty will then enter into consultation to agree on new provisions to replace the null and void or annulled provisions, whereby the purpose and intent of the original provisions will be taken into account as much as possible.

6. If there is any ambiguity about the interpretation of one or more provisions of these general terms and conditions, the interpretation must take place 'in the spirit' of these provisions.

7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation should be assessed in the spirit of these general terms and conditions.

8. If OpenCeilings does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that OpenCeilings would in any way lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

Article 2. Offers and Proposals

1. All offers and proposals from OpenCeilings are non-binding unless a term for acceptance is stated in the offer. An offer or proposal expires if the product to which the offer or proposal relates is no longer available in the meantime.

2. OpenCeilings cannot be held to its offers or proposals if the Counterparty can reasonably understand that the offers or proposals, or a part thereof, contain an obvious mistake or error.

3. The prices mentioned in an offer or proposal are exclusive of VAT and other government levies, any costs to be incurred within the framework of the agreement, including travel and accommodation, shipping, and administration costs, unless otherwise indicated.

4. If the acceptance (whether or not on minor points) deviates from the offer or proposal included in the offer or proposal, OpenCeilings is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless OpenCeilings indicates otherwise.

5. A composite quotation does not oblige OpenCeilings to perform a part of the assignment for a corresponding part of the quoted price. Offers or proposals do not automatically apply to future orders.

Article 3. Duration of Contract and Delivery Terms

1. The agreement between OpenCeilings and the Counterparty is entered into for an indefinite period unless the nature of the agreement dictates otherwise or if the parties expressly and in writing agree otherwise.

2. If a term has been agreed upon or specified for the completion of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Counterparty must give OpenCeilings written notice of default. OpenCeilings must be given a reasonable term to still execute the agreement.

3. If OpenCeilings requires information from the Counterparty for the execution of the agreement, the execution term does not commence until after the Counterparty has provided OpenCeilings with the correct and complete information.

4. Delivery takes place ex works of OpenCeilings. The Counterparty is obliged to take delivery of the goods at the moment they are made available to him. If the Counterparty refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, OpenCeilings is entitled to store the goods at the expense and risk of the Counterparty.

5. OpenCeilings is entitled to have certain activities carried out by third parties.

6. OpenCeilings is entitled to execute the agreement in various phases and to invoice the part thus executed separately.

7. If the agreement is executed in phases, OpenCeilings can suspend the execution of those parts that belong to a subsequent phase until the Counterparty has approved the results of the preceding phase in writing.

8. If it becomes apparent during the execution of the agreement that it is necessary to amend or supplement the agreement to ensure proper execution, the parties will timely and mutually agree to amend the agreement. If the nature, scope, or content of the agreement, whether or not at the request or indication of the Counterparty, of the competent authorities, etc., is amended and the agreement thereby is qualitatively and/or quantitatively changed, this may also have consequences for what was originally agreed upon. As a result, the originally agreed amount may be increased or decreased. OpenCeilings will provide as much advance notice as possible. An amendment of the agreement may also change the originally specified term of execution. The Counterparty accepts the possibility of amending the agreement, including the change in price and execution term.

9. If the agreement is amended, including an addition, OpenCeilings is entitled to execute it only after approval has been given by the person authorized within OpenCeilings and the Counterparty has agreed to the price and other conditions stated for the execution, including the time to be determined at which it will be executed. Not or not immediately executing the amended agreement does not constitute a default by OpenCeilings and is no ground for the Counterparty to terminate the agreement. OpenCeilings can refuse a request to amend the agreement without thereby being in default if this could have qualitative and/or quantitative consequences, for instance, for the work to be carried out or goods to be delivered in that context.

10. If the Counterparty fails to properly fulfill its obligations to OpenCeilings, the Counterparty is liable for all damage (including costs) directly or indirectly incurred by OpenCeilings as a result.

11. If OpenCeilings and the Counterparty agree on a fixed price, OpenCeilings is nevertheless entitled to increase this price at any time without the Counterparty being entitled to dissolve the agreement for that reason if the increase in price results from an authority or obligation pursuant to the law or regulations or is caused by an increase in the price of raw materials, wages, etc., or other reasons that could not reasonably have been foreseen at the time the agreement was concluded.

12. If the price increase, other than as a result of an amendment of the agreement, exceeds 10% and occurs within three months after the conclusion of the agreement, only the Counterparty who is entitled to invoke Section 5, Title 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by means of a written declaration, unless OpenCeilings is still willing to execute the agreement based on the originally agreed terms, or if the price increase results from an authority or an obligation incumbent on OpenCeilings pursuant to the law or if it has been stipulated that the delivery will take place more than three months after the purchase.

Article 4. Suspension, Dissolution, and Interim Termination of the Agreement

1. OpenCeilings is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:

- The Counterparty does not, not fully, or not timely fulfill the obligations under the agreement;

- After concluding the agreement, OpenCeilings becomes aware of circumstances giving good reason to fear that the Counterparty will not fulfill its obligations;

- At the conclusion of the agreement, the Counterparty is requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;

- Due to the delay on the part of the Counterparty, it can no longer be expected that OpenCeilings will fulfill the agreement under the originally agreed conditions.

2. Furthermore, OpenCeilings is authorized to dissolve the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that the unaltered maintenance of the agreement cannot reasonably be required of OpenCeilings.

3. If the agreement is dissolved, the claims of OpenCeilings against the Counterparty are immediately due and payable. If OpenCeilings suspends the fulfillment of the obligations, it retains its rights under the law and the agreement.

4. If OpenCeilings proceeds to suspension or dissolution, it is in no way obliged to compensate for damage and costs arising in any way.

5. If the dissolution is attributable to the Counterparty, OpenCeilings is entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.

6. If the Counterparty fails to fulfill its obligations arising from the agreement and this non-fulfillment justifies dissolution, OpenCeilings is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, while the Counterparty, on the other hand, is obliged to compensation or indemnification due to non-performance.

7. If the agreement is terminated prematurely by OpenCeilings, OpenCeilings will, in consultation with the Counterparty, arrange for the transfer of work still to be carried out to third parties unless the termination is attributable to the Counterparty. If the transfer of the work entails extra costs for OpenCeilings, these will be charged to the Counterparty. The Counterparty is obliged to pay these costs within the specified term unless OpenCeilings indicates otherwise.

8. In the event of liquidation, a (application for) suspension of payments or bankruptcy, attachment – if and insofar as the attachment is not lifted within three months – at

the expense of the Counterparty, of debt restructuring or another circumstance causing the Counterparty no longer to be able to freely dispose of its assets, OpenCeilings is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement without any obligation on its part to pay any compensation or indemnification. In that case, the claims of OpenCeilings against the Counterparty are immediately due and payable.

9. If the Counterparty cancels an order in whole or in part, the goods ordered or prepared for it, plus any supply, removal, and delivery costs thereof and the labor time reserved for the execution of the agreement, will be charged in full to the Counterparty.

Article 5. Force Majeure

1. OpenCeilings is not obliged to fulfill any obligation towards the Counterparty if it is hindered from doing so as a result of a circumstance not attributable to fault, and neither by law, a legal act, or generally accepted practice for its account.

2. In these general terms and conditions, force majeure is understood, in addition to what is understood in law and jurisprudence, as all external causes, foreseen or unforeseen, over which OpenCeilings cannot exercise influence, but which prevent OpenCeilings from fulfilling its obligations. Strikes in the company of OpenCeilings or third parties included. OpenCeilings also has the right to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after OpenCeilings should have fulfilled its commitment.

3. OpenCeilings can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than three months, each of the parties is entitled to dissolve the agreement without any obligation to compensate the other party.

4. Insofar as OpenCeilings has partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them and the fulfilled or to be fulfilled part has independent value, OpenCeilings is entitled to invoice the fulfilled or to be fulfilled part separately. The Counterparty is obliged to pay this invoice as if it were a separate agreement.

Article 6. Payment and Collection Costs

1. A 40% down payment must be made by the Counterparty within 14 days after the invoice date, in a manner to be indicated by OpenCeilings, in the currency in which the invoice is made unless otherwise indicated in writing.

2. The remaining 60% of the payment must be made within 14 days after delivery, in a manner to be indicated by OpenCeilings in the currency in which the invoice is made, unless otherwise indicated in writing by OpenCeilings. OpenCeilings is entitled to invoice periodically.

3. If the Counterparty fails to pay an invoice on time, the Counterparty is legally in default. The Counterparty is then liable to pay interest of 1% per month unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due will be calculated from the moment the Counterparty is in default until the moment of payment of the full amount due.

4. OpenCeilings has the right to have payments made by the Counterparty applied first to reduce the costs, then to reduce the accrued interest, and finally to reduce the principal sum and the current interest.

5. OpenCeilings can, without being in default, refuse an offer of payment if the Counterparty indicates a different sequence of allocation. OpenCeilings can refuse full payment of the principal sum if it does not include the accrued and current interest and collection costs.

6. The Counterparty is never entitled to set off the amount it owes OpenCeilings.

7. Objections to the amount of an invoice do not suspend the payment obligation. The Counterparty who cannot invoke Section 6.5.3 (articles 231 to 247 Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

8. If the Counterparty is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court are for the account of the Counterparty. The extrajudicial costs are calculated based on what is customary in Dutch debt collection practice, currently the calculation method according to the Report Voorwerk II. If OpenCeilings has incurred higher costs that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Counterparty. The Counterparty is also liable to pay interest on the due collection costs.

Article 7. Retention of Title

1. All goods delivered by OpenCeilings under the agreement remain the property of OpenCeilings until the Counterparty has properly fulfilled all obligations under the agreement(s) concluded with OpenCeilings.

2. Goods delivered by OpenCeilings that fall under the retention of title may not be resold and may never be used as a means of payment. The Counterparty is not entitled to pledge or otherwise encumber the goods under retention of title.

3. The Counterparty must do everything that can reasonably be expected to secure the property rights of OpenCeilings.

4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights on them, the Counterparty is obliged to immediately inform OpenCeilings.

5. The Counterparty undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage as well as against theft and to present the insurance policy to OpenCeilings for inspection upon first request. In the event of an insurance payout, OpenCeilings is entitled to these funds. Insofar as necessary, the Counterparty undertakes in advance to OpenCeilings to cooperate with everything necessary or desirable in that context.

6. In the event OpenCeilings wishes to exercise its property rights referred to in this article, the Counterparty grants unconditional and irrevocable permission in advance to OpenCeilings and third parties to be designated by OpenCeilings to enter all those places where OpenCeilings' properties are located and to take back those goods.

Article 8. Warranties, Inspection, and Complaints, Limitation Period

1. The goods to be delivered by OpenCeilings comply with the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended in normal use in the Netherlands. The warranty mentioned in this article applies to goods intended for use within the Netherlands. In the event of use outside the Netherlands, the Counterparty must verify whether their use is suitable for use there and meet the conditions set for them. In that case, OpenCeilings may set other warranty and other conditions concerning the goods to be delivered or the work to be performed.

2. The warranty mentioned in paragraph 1 of this article applies for a period of 2 years after delivery unless the nature of the delivered item dictates otherwise or the parties have agreed otherwise. If the warranty provided by OpenCeilings concerns a good produced by a third party, the warranty is limited to that provided by the producer of the good unless otherwise stated.

3. Any form of warranty lapses if a defect has arisen as a result of or arises from improper or inappropriate use thereof or use after the expiration date, incorrect storage, or maintenance by the Counterparty and/or third parties when, without written permission from OpenCeilings, the Counterparty or third parties have made or attempted to make changes to the item, have attached other items that should not be attached to it, or if they have been processed or modified in a manner other than prescribed. The Counterparty is also not entitled to warranty if the defect is due to or results from circumstances beyond OpenCeilings' control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.

4. The Counterparty is obliged to examine the delivered goods (or have them examined) immediately at the moment the goods are made available to him or the respective work has been carried out. The Counterparty must check whether the quality and/or quantity of the delivered goods correspond with what was agreed and meet the requirements the parties have agreed upon. Any visible defects must be reported to OpenCeilings in writing within seven days after delivery. Any non-visible defects must be reported to OpenCeilings in writing immediately, but in any case within fourteen days after discovery. The report must contain as detailed a description of the defect as possible, allowing OpenCeilings to respond adequately. The Counterparty must give OpenCeilings the opportunity to investigate a complaint (or have it investigated).

5. If the Counterparty complains in a timely manner, this does not suspend its payment obligation. The Counterparty remains obliged to take delivery and pay for the otherwise ordered goods.

6. If a defect is reported later, the Counterparty is no longer entitled to repair, replacement, or compensation.

7. If it is established that a good is defective and a complaint has been made in time, OpenCeilings will replace or arrange for repair of the defective good within a reasonable term after return receipt thereof or, if return is not reasonably possible, written notification regarding the defect by the Counterparty, at OpenCeilings' discretion, or provide replacement compensation to the Counterparty. In case of replacement, the Counterparty is obliged to return the replaced good to OpenCeilings and transfer ownership thereof to OpenCeilings unless OpenCeilings indicates otherwise.

8. If it is established that a complaint is unfounded, the costs incurred as a result, including research costs, are at the expense of the Counterparty.

9. After the warranty period has expired, all costs for repair or replacement, including administration, shipping, and travel costs, will be charged to the Counterparty.

10. Contrary to the statutory limitation periods, the limitation period for

all claims and defenses against OpenCeilings and the third parties involved by OpenCeilings in the execution of an agreement is one year.

Article 9. Liability

1. If OpenCeilings is liable, this liability is limited to what is regulated in this provision.

2. OpenCeilings is not liable for damage of any kind resulting from OpenCeilings relying on incorrect and/or incomplete data provided by or on behalf of the Counterparty.

3. OpenCeilings is not liable for damage caused by third parties.

4. OpenCeilings is not liable for damage caused by careless installation.

5. If OpenCeilings is liable for any damage, the liability of OpenCeilings is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.

6. The liability of OpenCeilings is in any case always limited to the amount paid out by its insurer in the respective case.

7. OpenCeilings is only liable for direct damage.

8. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, the possible reasonable costs incurred to have OpenCeilings' defective performance meet the agreement, insofar as these can be attributed to OpenCeilings, and reasonable costs incurred to prevent or limit damage, provided the Counterparty demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

9. OpenCeilings is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business interruption.

10. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of OpenCeilings or its managerial subordinates.

Article 10. Transfer of Risk

1. The risk of loss, damage, or depreciation transfers to the Counterparty at the moment the goods are brought under the control of the Counterparty.

Article 11. Indemnification

1. The Counterparty indemnifies OpenCeilings against any claims from third parties who suffer damage in connection with the execution of the agreement, the cause of which is attributable to a party other than OpenCeilings.

2. If OpenCeilings should be addressed by third parties on that basis, the Counterparty is obliged to assist OpenCeilings both outside and in court and to immediately do everything that may be expected of it in that case. Should the Counterparty fail to take adequate measures, OpenCeilings is entitled to do so itself without notice of default. All costs and damage on the part of OpenCeilings and third parties arising as a result are fully at the expense and risk of the Counterparty.

Article 12. Intellectual Property

1. OpenCeilings reserves the rights and powers it is entitled to under the Copyright Act and other intellectual property laws and regulations. OpenCeilings has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Counterparty is brought to the knowledge of third parties.

Article 13. Applicable Law and Disputes

1. All legal relationships to which OpenCeilings is a party are exclusively governed by Dutch law, even if an obligation is wholly or partially fulfilled abroad or if the party involved in the legal relationship resides there. The applicability of the Vienna Sales Convention is excluded.

2. The court in the place of business of OpenCeilings has exclusive jurisdiction to hear disputes unless the law mandatorily prescribes otherwise. Nevertheless, OpenCeilings has the right to submit the dispute to the competent court according to the law.

3. The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.