OF:

Tympro Hearing Protection B.V.
Heusing 1
4817 ZB BREDA
Chamber of Commerce no: 20111001

in the following referred to as: Tympro

Article 1: Definitions
1. In these terms and conditions, the terms below are used in the following meaning, unless it is expressly stated otherwise:

- Tympro: the user of the terms and conditions;

- Contracting Party: the (potential) contracting party of Tympro, being a party acting as a business;

- Wearer: the user of ear protection products delivered by Tympro to Contracting Party or to be delivered by Tympro to Contracting Party;

- Offer/proposal: all quotations and other offers made by Tympro to Contracting Party;

- Agreement: the agreement(s) between Tympro and Contracting Party that the underlying terms and conditions are applicable to;

- Purchase: the sale by Tympro of an (ear protection) product to Contracting Party, just as Contracting Party purchases this product from Tympro, also regarding customised ear protection products;

- Written: agreements, notifications, and statements on paper or sent or received respectively by e-mail, SMS, WhatsApp, etc.

- Ear protection products: the products (with possible accessories and ancillary products) that Tympro focuses on (especially), also including customised otoplastics and the non-customised reusables;

- Accessories and ancillary products: means of communication (such as earphones to be connected to an otoplastic with an adaptor or a headphone with blue-tooth functionality), cleaning agents (such as cleaning tablets and cleaning wipes), etc...

- Services: services offered by Tympro to the extent these services do not regard the fitting and/or personal dispensing of customised otoplastics, such as the conducting of noise measurements/sound studies, the carrying out of hearing tests, the conducting of periodic leaking tests and periodic maintenance on customised otoplastics, audiometrics, dosimetrics, and toolbox;

- Personal dispensing: Tympro by way of a service offers to personally deliver a customised otoplastic to the Wearer, so that Tympro or the third party to be deployed by it can carry out a so-called leaking test and - if necessary - can adapt the damping of the ear protection product for comfort and can provide the Wearer with personal user instructions.

Article 2 : General
1. The provisions of these terms and conditions apply for each offer and every agreement between Tympro and Contracting Party, to the extent these conditions are not expressly derogated from by parties in writing.

2. The underlying conditions are applicable as well to all agreements with Tympro for the implementation of which third parties must be engaged.

3. The applicability of any possible terms and conditions of the Contracting Party is expressly rejected by Tympro, unless Tympro has expressly notified in writing to accept the terms and conditions of Contracting Party. If besides these terms and conditions any possible terms and conditions of Contracting Party have been declared applicable as well, in case of conflict the underlying terms and conditions prevail.

4. Deviations of the terms and conditions of Contracting Party are only valid if and to the extent expressly established between parties in writing.

5. If one or several provisions in these terms and conditions are void or were to be annulled, the other provisions of these terms and conditions remain fully applicable. Tympro and Contracting Party will consult in such case in order to establish new provisions to replace the void or annulled provisions, whereby if and to the extent possible the purpose and tenor of the original provision are observed.

Article 3: Offers
1. All offers of Tympro are non-committal, unless a term for acceptance is set in the offer. If no acceptance term is associated with the offer, no rights can be derived by Contracting Party from the offer, unless Tympro has not revoked the offer immediately after acceptance by the Contracting Party.

2. Acceptance pertains in any event if and as soon as:
a) the offer signed by Contracting Party has been received back by Tympro, or;
b) in the absence of a signed offer, the offer has been accepted by Contracting Party in writing or verbally.

3. If the acceptance deviates (on minor points) from the offer included in the proposal of Tympro, this counts as a rejection of the offer of Tympro and as a new proposal of the Contracting Party to Tympro. The agreement in such case is not adopted in accordance with this deviating acceptance, unless Tympro indicates otherwise expressly and in writing.

4. Delivery times in offers of Tympro are indicative and therefore are not strict time limits, with the result that the overrunning of these delivery times does not entail a shortcoming on the part of Tympro and therefore no right arises on the part of the Contracting Party to rescind the agreement or to compensation of damages, unless expressly established otherwise.

5. The prices in offers are listed in Euros and exclusive of VAT and other levies imposed by the authorities, unless it is expressly evinced differently by the offer.

Article 4: Implementation of the agreement
1. Tympro will carry out the agreement to the best of their understanding and ability and in accordance with the requirements of good craftsmanship. All matters on the basis of the state of the art.

2. If and to the extent the proper implementation of the agreement requires such, Tympro has the right to have certain activities conducted by third parties.

3. The Contracting Party makes sure that all information for which Tympro indicates that it is necessary or of which the Contracting Party should reasonably understand that it is necessary for the (further) implementation of the agreement is provided to Tympro as soon as possible. The same applies for the purchase order, if the Contracting Party renders the payment of invoices dependent on a purchase order or a purchase order number respectively.

4. If Contracting Party, after having been declared in default to such effect by Tympro with establishment of a term of at least two weeks, has still not supplied the information and/or purchase order required for the (further) implementation of the agreement to Tympro, Tympro has the right to:
a) suspend the implementation of the agreement, or;
b) rescind the agreement.
All matters without prejudice to the legal entitlements to compensation of damages of Tympro

5. If Tympro suspends their obligations on account of an agreement regarding the delivery of a customised ear protection product, on grounds of what is established in section 4 above, at a moment that the fitting has already occurred, then Tympro has the right to bill 50% of the order amount to the Contracting Party, which sum will be settled upon the final invoice, without prejudice to the handling costs up to an amount of 5% of the total order amount with a minimum of € 50. These handling costs will in such case be owed by the Contracting Party to Tympro in addition.

6. Tympro is not liable for damage, of any nature whatsoever, because Tympro relied on incorrect and/or incomplete information provided by the Contracting Party - or by the Wearer on behalf of the Contracting Party - unless Tympro was or should reasonably have been aware of this incorrectness or incompleteness.

7. The implementation of the agreement commences, barring what is established in article 5 section 6 of the underlying terms and conditions:
a) with respect to the sale of customised ear protection products: at the moment of fitting with the Wearer or respectively the making of the mould with the Wearer;
b) with respect to the sale of all other products: at the moment of the start of production and in case of a product that is ready already, at the moment of (internal or external) ordering by Tympro;
c) with respect to Services: at the moment when a start is made with the actual implementation of the Service.

8. If it has been established that the agreement will be implemented in stages, Tympro can suspend the implementation of those parts that belong to a next stage until the Contracting Party has approved the results of the preceding stage in writing.

9. If activities and/or Services must be carried out by Tympro or by third parties deployed by Tympro to comply with an agreement in the location of the Contracting Party or in a location designated by the Contracting Party, the Contracting Party procures free of charges the facilities reasonably requested by Tympro or by the third parties deployed by Tympro for the implementation of the agreement.

10. If there is doubt on the part of Tympro or of third parties to be deployed by Tympro regarding the condition of the ear canal of Wearer or their other circumstances on grounds of which Tympro or the third parties to be deployed by Tympro respectively does not deem wise the fitting and/or the carrying out of the leaking test and/or the conducting of a hearing test or otherwise, no fitting, leaking test or hearing test or otherwise will be carried out. In such case, Tympro is entitled to a purchase price that is equal to all (internal and external) costs already incurred associated with the purchase, production, storage, transport and shipping costs etc. of the product or respectively the materials, increased by compensation for the activities already conducted by or on behalf of Tympro on the basis of the rate that is effective or that is customarily applied by Tympro.

Article 5: Delivery
1. The delivery of customised ear protection products occurs at the moment of personal distribution to the Wearer, unless the Wearer waives this service. In the latter case, the delivery of the product occurs at the moment of sending/shipping of the ear protection product to the address submitted by Contracting Party or Wearer, which applies equally to all other products, including for a customised ear protection product for which the Contracting Party and/or Wearer has waived the service of personal distribution, and to the extent products have not been left behind upon the personal distribution. In the matter of ear protection products that were not customised and were not personally distributed, delivery occurs ex establishment of Tympro in Breda.

2. An agreement can only be cancelled if and to the extent this agreement regards the delivery of a customised ear protection product. As from the moment that a customised ear protection product has been fitted with the Wearer, cancellation of the agreement is exclusively possible on condition of the settlement of the established purchase price, minus the savings that flow for Tympro from the cancellation, not being savings on personal distribution. If the order for production and/or sending/shipping of the ear protection product has already been placed by Tympro, the costs associated with production and/or sending/shipping cannot be qualified as "savings", so that these costs do not entail a reduction of the purchase price.

3. After cancellation, the Contracting Party is entitled to the delivery of the ear protection product (without entitlement to personal distribution and without entitlement to periodic leaking test and maintenance), if and to the extent that product was completed at the time of cancellation, on condition the Contracting Party has made this request to Tympro in writing within one week after cancellation. If the Contracting Party does not exercise this right within this one-week term, Tympro is not obliged to release the product - whether completed or not - to the Contracting Party and Tympro is authorised to (let) destroy or reuse this product.

4. If Tympro requires information in the context of the implementation of the agreement, whereby may also be understood a purchase order as referred to in article 4 section 3 of the underlying terms and conditions, from the Contracting Party, the delivery term does not start, despite what is established elsewhere in the terms and conditions, before the provision of this information to Tympro. An established delivery date will therefore be extended by the duration for which the Contracting Party was negligent with providing the information required to Tympro.

5. If Tympro has submitted a term for delivery, it is indicative. A delivery term submitted therefore never is a strict time limit. Upon the overrunning of a term, the Contracting Party must declare the default of Tympro in writing, whereby a term of at least fifteen business days must be granted for compliance.

6. Tympro has the right to deliver the goods and Services in batches, unless this was deviated from by agreement, or the partial delivery does not have an independent value. Tympro has the right to separately invoice what is thus delivered.

7. If it has been established that the agreement will be carried out in stages, Tympro can suspend the execution of those parts that belong to a successive stage until the Contracting Party has approved the results of the preceding stage in writing.

Article 6 : Samples and models
1. If a sample or model was shown or provided to the Contracting Party, it is solely deemed to have been provided as an indication without the matter needing to correspond with it, unless it is expressly established that the matter will correspond with it.

Article 7 : Investigation, complaints
1. The Contracting Party must (let) thoroughly investigate within the shortest possible term after delivery, though no later than within ten business days, whether the delivered matters meet the agreement and do not show any defects, and Contracting Party must within the shortest possible term after this investigation, though no later than within five business days, report the complaints - while precisely specifying the nature and further details of the complaints - in writing to Tympro.

2. If a defect arises later on or in case of defects that are invisible upon delivery, the Contracting Party must report the defects within the shortest possible term after discovery, though at the latest within the warranty term referred to in article 12 of the underling terms and conditions - while precisely stating the nature and further details of the defects - to Tympro in writing.

3. If complaint is filed timely and legitimately pursuant to this article, Tympro has the right to either restore the delivered matters, or to replace the delivered matters. In case of replacement, the Contracting Party commits itself presently for such case to return the matter to be substituted to Tympro and to provide them with the property thereof.

4. Non-compliance by the Contracting Party with what is established in this article leads to the lapsing of rights.

Article 8: Price, costs, and invoices
1. All prices are listed, unless it is expressly evinced otherwise by the offer or unless parties have expressly established otherwise later on, in Euros and exclusive of VAT and other government-imposed levies.

2. With respect to customised ear protection products, all prices, unless it is expressly evinced otherwise by the offer or unless parties have expressly established otherwise later on, are inclusive of measuring prior to production of the product, including personal distribution, and including shipping and any possible transport and packaging costs. If a Contracting Party and/or Wearer does not want to make use of personal distribution, this does not lead to entitlement to the reduction of price.

3. If a Contracting Party, however, cancels an appointment for measuring or an appointment for the personal distribution of (a) customised ear protection product(s), or an appointment for a Service less than five business days before the scheduled appointment, or reduces the number of Wearers/persons for whom the appointment applies less than five business days before the scheduled appointment, then Tympro has the right to bill the time scheduled for the relevant Wearer(s)/persons or for the Service against the rate of Tympro established between parties or against the rate customarily applied by Tympro, to the Contracting Party.

4. With respect to ear protection products that were not customised and all other products, all prices, unless it is expressly evinced otherwise by the offer or unless parties have expressly established otherwise later on, are exclusive of shipping and possible transportation and packaging costs.

5. Tympro has the right to bill costs that are not included in the price either simultaneously with the purchase price or separately to the Contracting Party.

6. A combined price quotation does not oblige Tympro to deliver a part of the matters and Services included in the offer against a corresponding part of the price submitted.

7. The prices listed in an offer and/or in the agreement do not apply for backorders, unless expressly established otherwise.

8. If more than two months pass between the moment of offering and the moment of the start of the implementation of the agreement, then Tympro has the right to adjust the price. If the Contracting Party does not want to agree to such an adjustment, then Contracting Party has the right within one week after notification, though no later than before the start of the implementation of the agreement, to terminate the agreement in writing, without this entailing any obligation of any party to compensate damages.

9. Tympro may pass on price increases, for example, if between the moment of offering and the moment of implementation of the agreement significant price changes have occurred with respect to matters such as exchange rates, wages, raw material, semi-finished products, packaging material, etc., and in case of annual inflation correction.

10. Tympro has the right to invoice the sums owed by the Contracting Party as from the moment that:
a) a customised ear protection product leaves production, with due regard for what is established in article 4 section 5 of the underlying terms and conditions;
b) with respect to the fee as referred to in article 8 section 3 of the underlying terms and conditions, the relevant appointment is cancelled or respectively the number of Wearers/persons for the appointed is reduced;
c) an ear protection product that was not customised, also including means of communication and cleaning agents, is delivered to the Contracting Party;
d) a Service has been provided.

Article 9 : Modification of the agreement
1. If it becomes apparent during the implementation of the agreement that it is required for proper implementation to modify and/or supplement the products to be delivered, the activities to be carried out and/or the Services to be provided, parties will timely in mutual consultation modify the agreement correspondingly.

2. If parties establish that the agreement is modified and/or supplemented, the time of completion of implementation may be affected as a result. Tympro will accordingly inform the Contracting Party as soon as possible.

3. If the modification and/or addition to the agreement has financial and/or qualitative consequences, Tympro will accordingly inform the Contracting Party beforehand.

4. If a fixed rate was established, Tympro will thereby indicate to what extent the modification or addition to the agreement entails an overrunning of this fixed rate. If the Contracting Party is unable to agree to the increase of the fixed rate, both parties have the right to cancel the agreement, under the proviso that the Contracting Party is obliged to refund the costs incurred at such time by Tympro.

Article 10: Payment
1. Unless expressly established otherwise, payment must occur within 30 days after invoice date, in a manner to be indicated by Tympro on the invoice, and in the currency in which the invoice was prepared.
2. Complaints regarding the amount of the invoice must be submitted within fourteen days after the invoice date to Tympro in writing, such while precisely stating the inaccuracy on the invoice. After this term, the right to file complaint lapses for the Contracting Party.
3. The Contracting Party does not have the right to set off or suspend a payment.
4. If The Contracting Party does not timely pay an invoice, the Contracting Party falls into default legally and the Contracting Party owes, without any warning or default notice being required, an interest of 1% per month on the outstanding amount.
5. If the Contracting Party remains negligent still after a first warning, the Contracting Party also owes extrajudicial costs for the amount of 15% on the principal sum, such with a minimum of € 250, to Tympro.
6. In case of the liquidation of The Contracting Party and in cases of (applications for) suspension of payments, the applicability of the law on the debt restructuring for natural persons, and the placing in receivership of the Contracting Party or if the Contracting Party in another manner loses the power of free disposal of his assets or income, or in case the Contracting Party sells his business, the claims of Tympro on the Contracting Party will become instantly and immediately exigible. Payments made by the Contracting Party in the first place serve to be deducted from the costs, subsequently from the matured interest, and finally from the principal sum and the current interest, regardless of the specification that the Contracting Party provides for the payment. Tympro has the right at all times to demand payment of an advance on the (purchase) price to be settled by the Contracting Party and/or to demand security from the Contracting Party for compliance with the obligations flowing from the agreement in a different manner.

Article 11: Retention of title
1. All products delivered by Tympro remain their property, until the Contracting Party has complied with all of its obligations vis-a-vis Tympro, on any account whatsoever, thus both in the matter of the delivery concerned and in the matter of earlier of later deliveries and services provided.

2. The Contracting Party is not authorised to resell the matters subject to the retention of title, unless the resale occurs with the consent of Tympro.

3. The Contracting Party is not authorised to pawn or encumber in a different manner the matters that are subject to the retention of title.

4. The Contracting Party must inform any third party that wants to levy or respectively has levied an attachment (including a definitive seizure by the tax office) on matters for which a retention of title applies, or the administrator or liquidator in case of suspension of payments/debt restructuring or bankruptcy respectively, immediately and by way of the fastest means of communication (at the moment of seizure to the bailiff personally and immediately after by phone and in confirmation by e-mail [and if it is not possible by e-mail in a different fast written way] to the principal of the bailiff), that the relevant matters belong in property to Tympro, such while simultaneously notifying Tympro by e-mail (in cc) and, in case of notification by e-mail is not possible, while forwarding a copy of this written notification as soon as possible to Tympro.

5. The Contracting Party commits itself to insure and keep insured the matters delivered under retention of title against fire, explosion and water damage, as well as against theft, and to present the policy of this insurance upon first request to Tympro for inspection.

6. During the period that the matters fall under the control of the Contracting Party and/or Wearer or any other third party, but payment has not occurred yet for what is owed by the Contracting Party to Tympro, the Contracting Party will make sure that the matters are taken care of in a responsible manner, in any case in such a manner that damage to or the going lost respectively of the matters is prevented.

7. The Contracting Party is obliged upon first request and within twelve hours to inform Tympro regarding the place where the matters subject to retention of title are located, such on pain of a fine of €500 per day that the Contracting Party has not timely complied with this request.

8. If the Contracting Party does not fulfil its obligations vis-a-vis Tympro or if there is a legitimate fear that it will not do so and in all cases referred to in article 10 section 6, Tympro has the right to demand the factual return of the matters that are subject to a retention of title.

9. In the event that Tympro wants to exercise its property rights as designated in this article, the Contracting Party presently already grants unconditional and irrevocable permission to Tympro or to third parties to be designated by them to enter all those places where the property of Tympro is located and to recover those matters.

Article 12: Warranty
1. Tympro guarantees that the products to be delivered have the characteristics that the Contracting Party was reasonably allowed to expect on grounds of the agreement, such without defects, which warranty lapses after expiry of the following (warranty) terms:
a) with respect to customised otoplastics, one year as from the date of delivery, under the proviso that in case of any defect in the second year after delivery, 75% of the purchase value will be refunded to the Contracting Party. After two years, no warranty is provided anymore on the customised otoplastics, although the otoplastics can be insured during those years via Tympro, in which case in the third year, 50% of the purchase value is refunded and in the fourth year, 25% of the purchase value is refunded;
b) reusables: one year as from the date of delivery;
c) with respect to other products: after expiry of the warranty term provided by the manufacturer.

2. If the Contracting Party and/or Wearer does not want the personal distribution of a customised ear protection product, the warranty provision regarding the quality of the fit and damping lapses entirely. In such case, after all, the Contracting Party has nothing to expect of the fit and the damping level of the ear protection product.

3. The warranty referred to in this article also applies, if the matters to be delivered are intended for a Contracting Party and/or Wearer residing and/or established abroad, on condition the Contracting Party has made such expressly clear to Tympro at the time of adoption of the agreement.

4. If the Contracting Party has filed complaint with Tympro within said warranty terms in the manner referred to in article 7, Tympro has the right to either restore the delivered matters, or to replace the delivered matters, or to refund (the share owed of) the purchase value of the product, such without being indebted for the remainder. In case of the replacement of the product or the refunding of the purchase value, the Contracting Party presently commits itself already for such event to return the matter to be replaced to Tympro and to provide the property thereof to Tympro.

5. If Tympro has not proceeded with restoral and/or replacement within one month after the complaint referred to in section 4 of this article, then the Contracting Party has the right to declare the default of Tympro with due observance of a term of at least fourteen days.

6. The warranty referred to in this article does not apply if the defect has arisen as a result of inexpert or inappropriate use of the delivered matters and/or if without the written consent of Tympro, the Contracting Party or third parties have applied changes to the delivered matters or have tried to apply such and/or have used the delivered matters for different purposes than what the delivered matters were intended for.

Article 13: Suspension and rescission
1. Tympro is authorised to suspend compliance with obligations vis-a-vis the Contracting Party and/or to rescind agreement(s), if:
a) The Contracting Party does nor, does not fully, or does not timely comply with the obligations from any agreement and (thereby) falls into default, or Tympro has legitimate grounds to fear that the Contracting Party will fall short with its obligations vis-a-vis Tympro;
b) The Contracting Party or Wearer respectively does not collaborate within two months after adoption of the agreement with the fitting of the ear protection product, whereby is also intended the impossibility to schedule an appointment for measuring within two months after adoption of the agreement, unless the cause lies with Tympro entirely.
c) a case pertains as referred to in article 4 section 3 and section 4 of the underlying terms and conditions;
d) Tympro demands further security for this pursuant to article 10.8 and this demand in the opinion of Tympro is not adequately responded to by the Contracting Party;
e) in case of an (application for the) liquidation of the Contracting Party, suspension of payments has been granted to the Contracting Party, the Contracting Party has been declared bankrupt, the law on the debt restructuring of natural persons has been declared applicable to the Contracting Party or in case of the placement in receivership of the Contracting Party, the Contracting Party loses the power of free disposal of (a part of) his assets or income completely or in part, the Contracting Party sells his business;
f) circumstances occur that are of such a nature that compliance with the agreement(s) by Tympro is impossible or by standards of reason and fairness cannot be demanded (any longer) of Tympro, or, as regards solely the right to rescind the agreement, if circumstances occur otherwise that are of such a nature that the unaltered maintaining of the agreement may not reasonably be expected.

2. If Tympro proceeds with suspension or rescission, it is not obliged in any manner to compensate damage that has arisen in any manner as a result, and Tympro retains all other rights on account of the agreement and the law, also including the entitlements to compensation of damages vis-a-vis the Contracting Party.

3.. If Tympro proceeds with the rescission of the agreement, the claims of Tympro on the Contracting Party become immediately and instantly exigible.

Article 14: The return of provided matters
1. If Tympro has provided the Contracting Party before or upon the adoption of the agreement or upon the implementation of the agreement, whether or not for the purpose of the implementation of the agreement, with matters temporarily, the Contracting Party is obliged to return these matters temporarily provided upon first request and within fourteen days after request, in their original state, free from defects and completely, to Tympro, failing which the Contracting Party is obliged to compensate Tympro for all damage flowing from not (timely and/or completely) returning such, also including the costs of replacement.

Article 15: Liability Tympro
1. Tympro is never liable for indirect damage, also including - though not limited to - consequential damage, lost profit, missed savings, and damage due to operational stagnation.

2. Tympro is not liable vis-a-vis the Contracting Party for damage (also including damage as a result of injury) flowing from the fitting and/or the personal distribution of ear protection products and/or the periodic carrying out of leaking tests with Wearer and/or from the periodic maintenance of ear protection products and/or the conducting of a hearing test, unless the damage was exclusively caused by the inexpert actions of Tympro or of third parties deployed by Tympro and the latter was aware or should reasonably have been aware of the risk of damage.

3. Tympro is not liable for damage that is caused partially or completely by the actions or omissions of the Contracting Party, Wearer, or other third parties.

4. Tympro is not liable for damage that has occurred because a customised ear protection product has been delivered to the Contracting Party/Wearer without personal distribution.

5. If Tympro were to be liable on grounds of the underlying conditions, the agreement and/or the law for any damage, then the liability is limited to the amount to be disbursed by their insurer, also including the deductible that Tympro bears in connection with that insurance.

6. If and to the extent the insurance in any event does not provide coverage for damage, the liability of Tympro will be limited to twice the invoice value of the delivered matter that the damage is in regard to.

7. The limitations and exclusions of liability stipulated in this article (and elsewhere in the terms and conditions and agreement) do not apply if the damage can be blamed on the wilful intent of gross fault of Tympro or of managing officials who can be identified with Tympro.

8. (Legal) persons who are involved directly or indirectly by Tympro in the implementation of the agreement, can also legally appeal to what is established in this article.

Article 16: Risk transfer
1. The risk of loss or damaging of the products that are object of the agreement passes to the Contracting Party at the moment that they are legally and/or factually delivered to the Contracting Party and thereby are brought under the control of the Contracting Party or of third parties designated by the Contracting Party, though no later than one month after the invitation for personal distribution has been sent to the Contracting Party, unless the Contracting Party has expressly indicated to Tympro in writing it does not want personal distribution.

Article 17: Force majeure Tympro
1. If Tympro cannot, cannot timely, or cannot properly comply with its obligations from the agreement as a result of a cause that cannot be attributed to it ("force majeure"), the obligations are suspended until the moment that Tympro is able still to comply with these obligations in the established manner.

2. By force majeure is intended, besides what is established in article 6:75 BW (Civil Code): work strikes, transport or operational failures (for example due to an IT or power malfunction) at the own organisation or that of suppliers and/or ancillary persons of Tympro, extreme weather conditions, epidemics and pandemics (such as Covid), traffic conditions, theft, fire, acts of God, government measures, including in any event import and export restrictions, quota measures, lockdown measures and/or other restrictive measures by the authorities, as well as non-performance on the part of suppliers and/or ancillary persons of Tympro.

3. Tympro also has the right to appeal to force majeure if the circumstances preventing (further) compliance becomes effective after Tympro should have fulfilled its undertaking.

4. If the period during which compliance with the obligations of Tympro is not possible due to force majeure, each of the parties has the right to rescind the agreement, without any compensation for damages being owed by either Tympro or the Contracting Party.

5. To the extent Tympro at the time the force majeure becomes effective has already partially fulfilled its obligations from the agreement or will be able to do so, and to the part fulfilled or respectively to be fulfilled independent value can be attributed, Tympro has the right to separately invoice the part already fulfilled or respectively to be fulfilled. The Contracting Party is obliged to settle this invoice as if it regarded a separate agreement.

Article 18 Viruses and defects
If the Contracting Party provides Tympro with information carriers, electronic files, or software etc., the Contracting Party guarantees that the information carriers, electronic files or software are free from viruses and defects.

Article 19: Indemnification for third-party claims
1. The Contracting Party must safeguard Tympro and such third parties as may have been deployed by it against:
a) all damage compensation claims by third parties, also including Wearer, for which the liability of Tympro in relation to the Contracting Party is excluded and/or limited, and;
b) against claims by third parties with respect to rights of intellectual property to materials or data provided by the Contracting Party to Tympro that are used upon the implementation of the agreement.

2. The Contracting Party is obliged to assist Tympro both judicially and extrajudicially if Tympro is addressed by a third party concerning a damage compensation claim falling under section 1 of this article. The Contracting Party is also obliged in such case to do everything without delay what may be expected of him in such case. If the Contracting Party remains negligent with the taking of adequate measures, then Tympro has the right, without any prior default notice, to take such measures itself. All damage (including costs) that has arisen on the part of Tympro and third parties deployed by it as a result, are at the integral expense and risk of the Contracting Party.

Article 20: Intellectual property and copyrights
1. Copyrights, brands, model rights, and all other industrial and intellectual property rights on matters provided by Tympro, its promotional material, and quotations issued etc. are deemed to remain the property of Tympro, even if these were manufactured upon instruction or by order of the Contracting Party.

2. If user documentation was provided to the Contracting Party, it is not allowed to the Contracting Party to render public such documentation without the prior consent of Tympro, or to bring it to the knowledge of third parties or to multiply it otherwise than for the purpose of own use.

3. It is not permitted to the Contracting Party to apply changes to the delivered matters, unless it flows differently from the nature of the delivered matters or it was established otherwise in writing.

4. Such designs, sketches, drawings, films, software and other materials or (electronic) files as may have been realized by Tympro in the context of the agreement, remain the property of Tympro, regardless of whether these were handed over to the Contracting Party or to third parties, unless established otherwise.

5. Tympro retains the right to use such knowledge as it may have accumulated due to the activities for different purposes, to the extent no confidential information is thereby brought to the knowledge of third parties.

6. For any violation committed in conflict with the previous sections (directly or indirectly via third parties), the Contracting Party owes Tympro a fine of € 50,000 per violation and of € 5,000 per day that the violation continues, without prejudice to the entitlement of Tympro to compensation of damages, to the extent the fine owed does not cover the damage.

Article 21: Non-recruitment clause
1. During the term of the agreement as well as for one year after its termination, the Contracting Party will in no manner, barring in the event of the permission of Tympro, hire collaborators of Tympro or of enterprises that Tympro made use of for the implementation of this agreement and who were/have been involved upon the implementation of the agreement, nor have them work otherwise, directly or indirectly, for them.

2. For any violation committed in conflict with the preceding section (directly or indirectly via third parties), the Contracting Party owes Tympro a fine of € 50,000 per violation and of € 5,000 per day that the violation continues, without prejudice to the entitlement of Tympro to compensation of damages, to the extent the fine owed does not cover the damage.

Article 22: Competent court
1. Disputes will be presented, to the exclusion of any other court of law, to the competent court within the district of Zeeland-West-Brabant, location Breda, under the proviso that Tympro also has the right to sue the Contracting Party before the court that is competent according to the law.

Article 23: Applicable Law
1. Applicable to the agreements concluded by Tympro and the offers made by Tympro to the Contracting Party, Netherlands Law is exclusively applicable. The applicability of the Vienna Commercial Convention is hereby not excluded.

Article 24: Modification and interpretation of, and reference for the conditions
1. If a conflict of interpretation were to arise with respect to the text, the Dutch version of these terms and conditions as deposited with the Chamber of Commerce in Breda is leading.

These terms and conditions were deposited on December 9^th, 2022 with the Chamber of Commerce in Breda under number: 20111001