(MOBII) Exquisite Holding BV is a Dutch limited liability company, with the Trade Name MOBII, having its registered office at Eindhoven and its principal place of business at Eindhoven. It has been entered in the Trade Register of the Chamber of Commerce and Industry for the district of Oost-Brabant under number 17083578.

Article 1 – Definitions
1.1 For the purposes of these General Terms and Conditions, Exquisite Holding BV is also referred to as ‘The Seller’. 1.2 The natural person or legal entity to whom The Seller’s offer is addressed or with whom an agreement is concluded shall be referred to as ‘The Buyer’.

Article 2 – Applicability
2.1 These General Terms and Conditions shall govern any offer made by and agreement concluded with The Seller. Contrary terms shall be applicable only if The Seller has accepted them in writing. Where The Buyer has its own general terms, they shall not be applicable to offers made by and agreements concluded with The Seller. 2.2 Where it appears that one or more of the provisions set forth in these General Terms and Conditions are null and void or subject to annulment, the other provisions remain in full force and effect. The Seller and The Buyer undertake action to enter into consultations with each other in order to replace the void or annulled provisions of the General Terms and Conditions by provisions that will as closely as possible follow the purpose and effect of the void or annulled provisions.

Article 3 – Offer and agreement
3.1 Any offer made by The Seller shall be without engagement and The Seller may revoke, withdraw or alter such offer up to and including the third working day after The Seller became aware of the acceptance of its offer. 3.2 Any errors and omissions in an offer made by The Seller do not bind The Seller. 3.3.a If The Seller has made an offer, an agreement between The Seller and The Buyer shall be concluded only after the unconditional acceptance by The Buyer of The Seller’s offer and the expiry of at least three working days after notification of acceptance, unless The Seller has already commenced, after acceptance, carrying out the accepted offer. If acceptance by and/or order of The Buyer should deviate from The Seller’s offer, The Seller’s offer shall be decisive. 3.3.b If The Seller has not made an offer, an agreement shall be concluded only after The Seller’s written acceptance of The Buyer’s order. If the written acceptance should deviate from the order, The Seller’s acceptance shall be decisive. 3.4 Alterations of and/or additions to the agreement shall be valid only after such alterations and/or additions have been agreed by The Seller and The Buyer in writing. 3.5 The Seller has the right to have the agreement carried out by third parties. 3.6 The Buyer shall only have the right to cancel the agreement if such right has expressly been set forth in the agreement. If The Buyer cancels the agreement with legal validity, The Buyer shall be under the obligation to reimburse the costs incurred by The Seller in connection with making the offer and the conclusion of the agreement, and to compensate The Seller for the damage that is consequent upon the cancellation. 3.7 The Seller has the right to terminate the agreement, whether in its entirety or in part, unilaterally and with immediate effect and/or to suspend, whether in its entirety or in part and with immediate effect, the performance of obligations arising under the agreement if, but not limited to:

a. The Buyer imputably failed in the performance of one or more obligations arising under the agreement and is thus in default in respect thereof; b. a petition for the granting of (temporary) suspension of payment or a petition in bankruptcy has been filed with respect to The Buyer or The Buyer is under receivership or liquidation; c. The Buyer’s property in the hands of The Seller has been attached under a warrant of execution or garnishment; d. a resolution has been passed to the effect that The Buyer will be dissolved and/or wound-up; e. The Buyer has died or has been replaced under guardianship; f. one or more shares in The Buyer has/have been transferred to other parties than the parties that were shareholder(s) upon the conclusion of payment; g. the business operated by The Buyer has been transferred in its entirety of in part to one or more other parties. 3.8 On account of termination of the agreement and/or suspension of the obligations arising under the agreement for, but not limited to the reasons set forth under 3.7 (a) up to (g) inclusive, The Seller shall never owe any damages to The Buyer. 3.9 The Buyer shall not have the right to dissolve the agreement if The Buyer itself should be in default. 3.10 If the agreement has been dissolved, the performance already received by The Buyer in the carrying out of the agreement and the related payment obligations shall not fall under the obligation to undo, unless The Seller is in default with regard to such performance. Amounts invoiced on account of any performance provided by The Seller shall be payable immediately after dissolution of the agreement.

Article 4 – Delivery
4.1 Delivery of goods shall be made at the location of The Seller’s business operations. Only when contrary arrangements have been set forth in writing shall delivery be effected at another location. The Seller shall not be obliged to deliver at the same time quantities of goods ordered. The Seller has the right to effect partial deliveries. 4.2 The Buyer shall inspect the goods upon receipt and shall notify defects or missing parts, if any, within 2 working days at the latest, otherwise the goods are deemed approved. 4.3 Any and all costs connected with delivery, including the costs of transport, dispatch, import, export, storage and insurance of goods to be delivered by The Seller to The Buyer shall be at The Buyer’s expense, irrespective of other notifications on transport, dispatch, import, export, storage and/or insurance certificates. 4.4 Unless contrary arrangements have been made in writing, The Seller shall deliver only to The Buyer who has paid to The Seller the amounts payable with respect to the goods to be delivered. 4.5 Where The Seller has made any statements with regard to delivery periods, such statements have been made on the basis of the information available at the time of such statements. The Seller shall make every effort to observe such delivery periods to the bests of its ability. Delivery periods do not belong to the essentials of the agreement. The Seller shall not be in default by the mere expiry of a delivery period stated by it, and The Buyer may not derive the authority to dissolve the agreement in its entirety or in part from the mere exceeding of the delivery period stated by The Seller. If The Seller expects to exceed a delivery period, The Seller shall enter in consultations with The Buyer as soon as possible. The Seller shall not be bound by delivery periods that cannot be observed on account of circumstances beyond The Seller’s control that occurred after conclusion of the agreement. 4.6 The Buyer cannot derive any rights from the deviation of goods delivered by The Seller as compared to pictures, drawings and/or samples provided by The Seller with an offer, which are consequent upon their quality as example of pictures, drawings and/or samples provided with the offer.

Article 5 – Taking delivery
5.1 The Buyer shall be under the obligation to take delivery of the goods to be delivered by The Seller on call within the agreed periods of call. If no periods of call have been agreed on, The Buyer shall be obliged to take delivery of all goods to be delivered on call by no later than three months after the conclusion of the agreement. 5.2 Without prejudicing the provisions set forth in the Articles 4.3 and 7, the goods delivered by The Seller shall be at The Buyer’s risk as of the moment on which The Buyer or a person involved by The Buyer in the performance has the actual power of disposal over such goods. 5.3 The Seller shall not be obliged to take back goods returned by The Buyer without prior written permission with exception of the cases referred to in Article 7 of these Terms. When The Seller accepts the goods that are returned nevertheless, such acceptance shall not include The Seller’s acknowledgement of the reason for returning the goods. Goods returned to The Seller shall remain at The Buyer’s risk. The amounts payable on account of the delivery shall remain payable until The Seller has credited The Buyer for delivery of these goods. The Buyer is deemed to reimburse to The Seller the costs incurred by The Seller with respect to goods returned otherwise than pursuant to Article 7. 5.4 Unless agreed otherwise, The Buyer shall bear all freight charges for any goods which are returned for whatever reason. 5.5 Goods from The Seller that have been accepted by The Buyer and subsequently been used, finished, processed, or re-delivered to other parties, shall be considered as having complied with the agreement, even in case of The Buyer’s prior objection. 5.6 The Buyer has the right to sell the goods in the ordinary course of business on condition that The Buyer meets its (payment) obligations, otherwise The Seller is entitled to claim return of the goods and to dispose of them. 5.7 When re-selling, The Buyer is deemed to have assigned to The Seller all receivables from The Buyer’s customer resulting from the re-sale. The Buyer is authorized to collect these receivables; however, at any time after a default has been made by The Buyer, The Seller shall be entitled to require The Buyer to notify The Seller of the amount of such receivables as well as the names of The Buyer’s customers. In such case The Seller is authorized to notify the assignment of receivables to the customers of The Buyer and to collect these receivables.

Article 6 – Prices and additional costs
6.1 Any and all prices stated by The Seller are exclusive of turnover tax and other charges imposed by the government, and exclusive Value Added Tax and Duty where legally applicable. Only prices stated in a written offer made to a Buyer identified by name, shall be binding on The Seller. 6.2 The Seller shall have power to adjust the agreed prices and rates – with immediate effect – on the basis of the average change of the cost price of goods to be delivered and/or services to be rendered by The Seller. Such adjustment of agreed prices and rates shall not otherwise affect the agreement. 6.3 If The Buyer should require alterations after The Seller’s acceptance of the order, the costs connected with such alteration shall be payable by The Buyer. Where any problems should occur during the carrying out of the agreement that were not anticipated at the time the agreement was concluded, the resultant costs shall be payable by The Buyer. If The Seller has paid for these resultant costs, The Buyer will reimburse The Seller in full.

Article 7 – Payment
7.1 The Seller’s invoices must be paid in accordance with the payment terms stated on The Seller’s offer, its acceptance, its invoice or these General Terms and Conditions. Unless agreed otherwise, all invoices are payable in advance or upon receipt. 7.2 If The Buyer fails to pay the amounts owed within the term set therefore, The Buyer shall be in default as of the due date and it shall owe as of such due date an interest on account of overdue payment of 5% above the Dutch interest rate published by the Federal Bank per year on the amount outstanding. If The Buyer remains in default with the payment of the amounts owed after the first reminder, The Buyer shall owe to The Seller the amount of the costs to be incurred by The Seller for legal assistance both in and out of court, including the non-liquidated litigation costs. 7.3 Irrespective of The Buyer’s contrary statements, The Seller has the right to use payments first for settlement of debt not arising under the agreement and of claims arising from The Buyer’s failure to fulfill any obligation arising under the agreement. 7.4 The Buyer does not have the authority to suspend its payment obligation towards The Seller and/or to set such obligation off against any (payment) obligation of The Seller towards The Buyer. The Buyer does not have the authority to dissolve the agreement with The Seller, if The Buyer is in default. 7.5 Where The Buyer fails to fulfill, in its entirety or in part, its payment obligations towards The Seller or fails to fulfill them within the applicable payment term, The Seller has the right to suspend its obligations towards The Buyer in full and/or not to fulfill them. 7.6 The Buyer shall be under the obligation to ensure at The Seller’s first demand the payment of The Seller’s claims resulting from the agreement and to maintain such insurance. Where The Buyer nevertheless should fail to sufficiently ensure payment of The Seller’s claims and/or fails to maintain such insurance, The Seller shall have the right to fully suspend and/or cease to fulfill its obligations vis-à-vis The Buyer.

Article 8 – Reservation of title and rights
8.1 Any goods delivered by The Seller to The Buyer shall remain The Seller’s property until The Buyer has paid any and all amounts due to The Seller. Such amount shall include any amount payable under Article 7.2 and amounts payable on account of defective performance of the agreement. In case of payment by cheque against bill of exchange, full title of ownership remains with The Seller until payment of the bill of exchange by The Buyer. 8.2 The Buyer shall not have power of disposal with respect to goods that are subject to the reservation of title as specified in the previous sentence and it shall notify the parties concerned, including the intended successors in title. Article 9 – Intellectual property rights 9.1. Any intellectual property right to any works produced and/or provided by The Seller under and/or within the scope of the agreement, including software, documentation, topographies and data files, distinguishing marks, inventions, drawings, models and other material shall exclusively be vested in The Seller or its licensors. The Buyer shall be prohibited from publishing and/or reproducing, in their entirety or in part, any works produced and/or provided by The Seller

Article 9 – Intellectual property rights
9.1. Any intellectual property right to any works produced and/or provided by The Seller under and/or within the scope of the agreement, including software, documentation, topographies and data files, distinguishing marks, inventions, drawings, models and other material shall exclusively be vested in The Seller or its licensors. The Buyer shall be prohibited from publishing and/or reproducing, in their entirety or in part, any works produced and/or provided by The Seller or to act as the maker and/or party entitled thereto in any other manner. The rights granted to The Buyer by The Seller with respect to works, distinguishing marks, inventions, drawings, models and other material shall include only the non-exclusive rights granted expressly to The Buyer under the agreement, which shall expire with immediate effect following the use of the works, distinguishing marks, inventions, drawings and/or other material in breach of the rights of The Seller or its licensors, the provisions set forth in the agreement and/or these General Terms and Conditions and/or the applicable statutory provisions. Rights granted to The Buyer shall be transferable without prejudicing The Buyer’s authority arising, subject to Article 5, under the agreement to sell and deliver to users the goods purchased from The Seller within the scope of The Buyer’s normal business activities. 9.2 The Buyer shall not be permitted to remove or alter any indications of intellectual property and of the confidential character of information originating from and of designs produced and/or provided by The Seller with respect to works, distinguishing marks, inventions, drawings, models and other material. 9.3 The Buyer shall not be permitted to alter or have altered any designs produced and/or provided by The Seller with respect to works, distinguishing marks, inventions, drawings, models and other material. 9.4 If and insofar as The Seller delivers or otherwise provides software and other third party material to The Buyer, the terms used by third parties relating to such software and other material shall be applicable in lieu of the deviating conditions set forth in these General Terms and Conditions. The Buyer hereby accepts such third party terms, of which The Buyer could have taken cognizance by The Seller’s making them available for inspection upon the former’s request. 9.5 The Buyer shall indemnify The Seller against any third party claim on the basis of the argument that The Seller, by using material provided by The Buyer, infringes the intellectual property rights of third parties and fulfill any obligations arising for The Seller under such claims as its own obligations, and compensate The Seller for any damage sustained as a consequence of such claims.

Article 10 – Guarantee
10.1 The Seller guarantees that goods delivered shall, at the time of delivery, comply with the technical specifications and it guarantees, for the period stated on the agreement, that the goods delivered will be free from defects in the material and manufacturing. Such guarantee shall impose upon The Seller, at The Seller’s option, only the obligation to: a. repair defects or to deliver replacement of the goods or any parts thereof by and at the expense of The Seller; or b. effect replacement by The Seller to The Buyer of the current price for the defective goods or defective parts thereof if repair of the defect or delivery of replacement of the goods or defective parts thereof by The Seller is not possible. 10.2 The guarantee in Article 10.1 shall not apply with respect to: a. goods that have been used or processed incorrectly, carelessly, inexpertly and/or under abnormal circumstances; b. goods that have been repaired, maintained and/or modified by other parties than The Seller; c. defects in goods that are the consequence of external causes; d. goods with respect to which the price has not or not fully been paid to The Seller by The Buyer. 10.3 The guarantee set forth in this Article 10 shall apply only if The Buyer has notified The Seller within 2 working days after delivery or, in the event of a defect not observable at the delivery, within 5 working days after detection of the defect in accordance with The Seller’s applicable Return Materials Authorization (RMA) procedure and only insofar as The Buyer has otherwise acted in accordance with this RMA procedure. Upon The Buyer’s request a copy of this RMA procedure shall be provided at no costs.

Article 11 – Liability and compensation of damage
11.1 Without prejudicing the contents of Article 10, The Seller’s liability and statutory obligations to compensate damage shall be restricted by the provisions set forth in this Article. This Article shall apply correspondingly to claims lodged by The Buyer on account of The Seller’s wrongful act. 11.2 The Seller shall only be liable in the event of The Seller’s failures being attributable to The Seller’s intent or gross negligence. Under no circumstance shall The Seller be liable for the conduct of persons involved by it in the performance and the use of auxiliary material. 11.3 Liability of The Seller may occur only after The Buyer has properly declared The Seller in default immediately after delivery or, in the event of a defect not observable upon delivery, within 5 working days after detection of the defect by means of a registered letter and has enabled The Seller to remedy the defect within a reasonable period of time. 11.4 The Seller’s obligation to compensate damage shall be restricted to compensation of direct damage up to at most the amount of the agreed price exclusive of turnover tax and other charged imposed by the government. If the agreement is principally a continuing performance contract with a term in excess of one year, the agreed shall be fixed at the total amount of the prices agreed on for one year, exclusive turnover tax and other charges imposed by the government. Under no circumstance shall the compensation payable by The Seller on account of direct damage exceed the maximum amount covered by The Seller’s insurance. Under no circumstance shall The Seller be obliged to compensate any nonmaterial and indirect damage, such as inter alia, consequential damage, trading loss and damage on account of loss of time and/or profit. The Seller’s obligation to compensate damage on account of physical injure or material damage to property shall never exceed the maximum amount covered by The Seller’s insurance, whereby a series of connected events shall be considered as one event. 11.5 The Buyer shall indemnify The Seller for claims lodged by third parties – including employees and (other) parties involved in the performance – arising under and/or connected with goods delivered and/or work carried out by The Seller under the agreement. 11.6 The Buyer cannot derive any rights vis-à-vis The Seller from rights and standards applicable outside the Netherlands, and rights relating to the export from goods delivered by The Seller from the Netherlands and import from goods delivered by The Seller outside the Netherlands. The Buyer shall indemnify The Seller against third party claims lodged as a result of rights and standards applicable outside the Netherlands and rights on account of the export of goods delivered by The Seller from the Netherlands and import of goods delivered by The Seller outside the Netherlands.

Article 12 – Force majeure 12.1 Where The Seller would temporarily be prevented from performing the agreement due to circumstances beyond its control, The Seller will be entitled to suspend the performance of the agreement for as long as such circumstances continue. Where The Seller would permanently be prevented from performing the agreement due to circumstances beyond its control, The Seller has the right to terminate the agreement with immediate effect. Circumstances beyond The Seller’s control shall include, inter alia, failures by The Seller and/or (other) persons involved in the performance, interruption in the production, strikes and excessive absenteeism due to illness of employees, government measures and weather conditions. 12.2 Where The Seller would, temporarily or permanently be prevented from performing the agreement due to circumstances beyond its control, The Buyer cannot claim from The Seller performance of the agreement dissolution of the agreement or compensation of damage.

Article 13 – General
13.1 The law of the Netherlands shall, exclusively govern offers from and agreements with The Seller. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 shall not apply to offers made by and agreements concluded with The Seller. 13.2 The court having subject matter jurisdiction within the district of ‘s- Hertogenbosch, The Netherlands, shall be exclusively competent to take cognizance of disputes arising directly or indirectly from the agreement, including claims arising out of cheques or bills of exchange. 13.3 If any of these provisions shall be invalid, the remaining provisions shall not be effected thereby. Eindhoven, 1 September 2016.