General Terms and Conditions of BSI Group The Netherlands B.V.
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The private limited liability company under Dutch law(besloten vennootschap met beperkte
aansprakelijkheid) BSI Group The Netherlands B.V.
(hereinafter referred to as: “BSI”) will carry out workfor the client (hereinafter referred to as: “Client”)
with due observance of the General Terms andConditions of BSI (hereinafter referred to as: “theGeneral Terms and Conditions”).
The agreement to provide services (overeenkomst van
opdracht ex. article 7:400 BW) between BSI and Client(hereinafter referred to as: “the Contract”) will beformed as soon as Client accepts BSI's offer in writing(this can be done by confirming the offer by electronicor other means (hereinafter referred to as: “EffectiveDate”).
The General Terms and Conditions are applicable to
BSI's offers, to the Contract, to any amendments oradditions to the Contract, to subsequent contracts
between BSI and Client and to all legal and other acts
for the preparation and performance of the Contract.
BSI will make every effort to provide its services incompliance with:a.
all applicable legislation and regulations;b.
all relevant international standards that govern
the provision of accredited certification services;c.
any relevant standard, private standard or codeof practice expressly governing the services inthis Contract,d.
BSI Group’s Code of Business Ethics which can befound on our website.
Appropriately qualified and trained personnel will
perform the services and determine the outcome oftesting, assessments and reviews. BSI may changesuch personnel at any time and reserves the right toemploy the services of third parties not employed by
BSI.
Client will provide to BSI (throughout the duration of
the Contract):a.
complete and accurate information relevant tothe services including any updates;b.
immediate notification of any event which may
adversely affect the outcome or continued use of
any BSI service or which if left unattended may
cause BSI to misrepresent compliance withclauses 4.a, 4.b or 4.c above;c.
responses to all relevant and reasonable queriesof BSI at any time and reasonable assistanceincluding access to premises to permit BSI toinvestigate third party complaints of Client’s useof the services;d.
notification of third party complaints received by
Client of Client’s product or services and steps
taken to resolve them;e.
access to its sites on dates agreed with BSI andat any other time for BSI’s unannounced visits if
so required to comply with clauses 4.a, 4.b or 4.cabove;

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details of all health and safety rules, security andother requirements for visitors to its sites inadvance of any site visit by BSI;g.
access to any relevant third party site reasonably
required by BSI (and Client undertakes to BSI
that it will obtain the third party’s consent for BSI
to gain such access);h. for testing services, all relevant test items
transported at Client’s cost and risk in such a way
so as to protect them from damage and to notify
BSI of the component materials of such test
items, their size and weight, and any special
precautions that may be required under healthand safety, environmental or other law;i.
all necessary access and facilities reasonably
required by BSI in order to investigate any
alleged defect in testing services and to permit
BSI to re-test test items following a Client noticeof defect (which must be served on BSI no later
than 21 days after the relevant testing services);j.
for Conformité Européenne (CE Marking) services
conducted by BSI: (i) immediate notice of all
adverse incidents concerning the affected productand any limit or prohibition imposed by any
regulator on the use or marketing of suchproduct; (ii) an undertaking, warranty andrepresentation to BSI that, when displaying the
CE Marking following a conformity assessment,
Client’s declaration of conformity of the relevant
product will be accurate in all respects.
7. BSI will not investigate or confirm the truth, accuracy
or completeness of any information provided by Clientand BSI accepts no liability for any losses, costs or
damages suffered or incurred by Client arising out of
any incomplete or inaccurate information.
8. For testing services, BSI shall be entitled to suspend
testing until it receives satisfactory test items,
whereupon the agreed timetable for testing shallrecommence. If the testing forms part of multiple
services, BSI at its sole and absolute discretion may
provide and charge for the remainder of the services
separately from and without conducting the testing
services.
9. If Client wishes to change the date of a site visit or
item testing, it must provide BSI with at least 30 days’
written notice. If BSI wishes to change the date of asite visit, it must provide Client with at least 24 hours’
notice prior to the booked date of its intention to doso.
10. Client acknowledges that regulatory third party
observers may accompany BSI from time to time at asite visit but only if subject to confidentiality
obligations to the same level as those BSI owes to
Client under this Contract. BSI will provide the identityof such observer prior to any visit. Client will not becharged any additional fees for such observer.
11. BSI personnel may abort a visit while on Client’s site
without BSI being in breach of Contract if they believe

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General Terms and Conditions of BSI Group The Netherlands B.V.
there is a risk to safety or Client does not comply with
relevant health and safety rules.
12. BSI may refuse to issue any certificate or otherdocument verifying compliance with any law,standard, rule or scheme, or revoke or suspend such
issued certificate or other document, if in its
reasonable opinion Client does not comply with therequirements of the relevant law, standard, rule orscheme, or fails to comply with any of its obligations
under the Contract and/or the General Terms, or uses
BSI’s services in such a manner that may be
misleading or that may bring BSI into disrepute. BSI
cannot be held liable for any losses suffered by Client
as a result of the refusal to issue, the withdrawal or
the suspension of a certificate for the reasons given inthis clause.
13. BSI will at all times remain the owner of all certificatesand reports that it issues pursuant to the services. BSI
grants to Client a limited non-exclusive licence todisplay a certificate issued by BSI for so long as it
remains valid, either under the terms of this Contract
or on the face of the certificate.
14. The licence in clause 13 includes the display of any
accompanying BSI logo or third party logo for which
BSI has a licence to permit such display (and Client
shall only display it in accordance with such third
party’s terms) and which is relevant to the services at
Client’s site, on Client’s products or broadcast in any
manner for so long as the relevant certificate remains
valid. Client may not sub-license or transfer the rightto display any certificate issued by BSI, BSI logo or
third party logo to any other party. Client may notamend the content or change the appearance of thecertificate or the BSI logo. The licence in clauses 13
and 14 ends on expiry or termination for any reason of
the Contract, the General Terms or relevant certificate.
15. Client may disclose a report issued by BSI pursuant to
its services to any third party provided Client complies
with this clause 15. The report must not be amended,abridged or presented in any form other than thatissued in final form by BSI. Client agrees to indemnify
and hold harmless BSI against all costs, losses
including reasonable legal fees and proceedings
suffered or incurred by BSI arising out of or relating toa third party's reliance on a report disclosed by Client,
whether or not disclosed with BSI’s prior writtenconsent.
16. Client will take such action as is necessary to prevent
distribution of any counterfeit product purporting to be
the Client’s product and to which any BSI services may
relate. Client will notify BSI of such counterfeit productand its proposals to prevent it from being distributed
as soon as possible in writing. At its discretion, BSI
may make a public statement concerning thecounterfeit product. Failure to comply with this clause
16 is material breach of this Contract..
17. To appeal the outcome of an accredited service, Client
must serve BSI with written notice of appeal within 21
days of receipt of the outcome intended to be

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appealed on penalty of forfeiture of the right ofappeal. Notice must be addressed to BSI’s Complianceand Risk Director.
18. Appeals are heard pursuant to the appeals procedure
under the accreditation rules governing BSI. The
decision of BSI will remain in force pending theoutcome of the appeal, which the Client and BSI eachagree shall be final.
19. For all certification services, BSI may disclose or put
into the public domain, on a website or by any othermeans, Client’s name, scope of certification, as well as
details of the issuance, suspension, revocation or
termination of a certificate.
20. For general testing services not pursuant to a standard
or regulation, the testing report will only apply to theactual items tested. Client agrees that such report will
not imply or affect the outcome of other tests on asimilar item. Such report does not indicate any form of
approval, certification, supervision, control orsurveillance by BSI.
21. BSI will keep Client information confidential for aperiod of 6 years from receipt and delete it thereafter
and will not use or disclose it except in the following
situations (in which case, BSI shall notify Client if
legally able to and within a commercially reasonabletime):
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for the purpose of exercising or performing its
obligations under the Contract;b.
if the work is performed for Client by a third
party on the instructions of BSI; orc.
to the extent required by law, any governmental,
regulatory or accreditation authority, or court inany jurisdiction.
22. Clause 21 shall not require BSI to delete Client
information that it is required to retain by applicablelaw, or to satisfy the requirements of any regulatory
authority or body of competent jurisdiction to which
BSI may be subject relevant to the services.
23. Payment terms are 30 days net. Multiple services areseverable and may be invoiced separately. For testing
services that last longer than 30 days, BSI may issue
interim invoices.
24. Payments may only be made by electronic transfer tothe account detailed on the invoice issued by BSI. On
making a payment, Client is to provide the relevant
invoice number and its customer account number (asstated on the invoice).
25. Client will pay to BSI (unless due to BSI’s fault or aforce majeure described in this Contract):a.
the fees for the servicesb.
the current rate for the time BSI is required tospend to investigate any third party complaint, or
any alleged non-compliance with the relevant
standard, regulation or scheme;c.
the full fee for a site visit or sample testing ifchanged by Client on less than 30 days’ written
notice or for a site visit aborted by BSI due to thegrounds in clause 11 above;

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General Terms and Conditions of BSI Group The Netherlands B.V.
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for testing services, the cost of returning or
disposing of the test items in an environmentallyfriendly manner (unless specifically requested by
Client otherwise);e.
the Audit Administration Fee for each audit day
stated in the Contract but not taken in any one
year;f.
the Annual Management Fee for every year of
the Contract;g.
the Application Fee for the first year of theContract (and, if an initial assessment is notconducted within one year of the Effective Date,
Client will need to reapply for such services andpay a further Application Fee); andh. a fee if Client requests to change its details on acertificate which does not affect its validity and
BSI in its sole discretion issues a revised
certificate on the same terms and validity.
26. BSI’s fees are exclusive of sales, value added tax orother tax.
27. Client will be held immediately in default without any
notice of default being required if payment is notreceived within the set term.
28. In the event of default, Client will be liable to BSI for
the payment of statutory interest (wettelijke rente)
over the outstanding amount as defined in Section
6:119 of the Dutch Civil Code, with the addition of
2.5% from the date on which Client was held in
default until the date of full and final settlement.
29. BSI may increase its fees annually by no greater thanan amount equal to 10% of the fees charged in theyear of increase. BSI may increase its fees by agreater amount, but only once it has given Client priorwritten notice. On receipt of such notice, Client may
terminate the Contract by notifying BSI of its intention
to do so on 30 days’ written notice. If Client provides
no notice, Client is deemed to accept the higher
increase.
30. BSI will decide how to perform the work. BSI will keep
Client informed of the performance of the work andwill provide information where possible given thenature of the work. The period in which the work is tobe performed is a target period unless BSI and Client
have explicitly agreed on a strict deadline. BSI will
make every effort to perform the work within theagreed period. The period begins as soon as BSI has
received all relevant information and equipment fromClient and, if applicable, Client has paid BSI's advanceinvoice.
31. BSI reserves the right to decide at its own discretionto have certain work carried out by third parties withwhich BSI works on a regular basis without notifying
Client. In that case, BSI will impose on third parties
the same duty of confidentiality as that agreed
between BSI and Client.
32. For testing or healthcare review services, if BSI
becomes aware that the time for completing suchservices will exceed that in the Contract, BSI will stop
all tests and inform Client of the associated increase in

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fees. Client may terminate the services if it does notwish to proceed by providing written notice to BSI andwill remain liable for the full test fee for the testingalready commenced.
33. On termination of the Contract for any reason (except
due to breach of Contract by BSI), all fees outstanding
are due and payable immediately; and for testing
services, all fees are due and payable if the test items
have been received by BSI prior to date of
termination.
34. Nothing in this Contract shall limit or exclude BSI’s
liability to Client for death or personal injury caused by
BSI’s negligence or fraud or fraudulent (opzet ofroekeloosheid) misrepresentation.
35. Subject to clause 34, BSI will not be liable to Client for
any loss of profit, loss or damage to goodwill, or any
indirect or consequential loss arising under or inconnection with the Contract, whether in contract, tort(including negligence), breach of statutory duty, orotherwise, nor, if testing services are being provided,for damage to any item submitted for testing.
36. Subject to clause 34, the total liability of BSI to Client
whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, arising underor in connection with the Contract will not exceed anamount equal to the annual fees payable by Client
under the Contract. This limitation of BSI’s liability willsurvive termination of the Contract.
37. All statutory and contractual rights that BSI can invoke
to shield itself from liability are also applicable to all
those - including subordinates and non-subordinate
third parties - that are involved in the performance of
the Contract and for which BSI is liable.
38. Client is liable for damage or injury to the goods or
personnel of BSI or to third parties if the injury wascaused during the time spent in or on the premises ofClient or third party in connection with theperformance of the Contract.
39. Either party may terminate the Contract at any timeby giving the other party not less than 6 calendar
months’ written notice of its intention to do so.
40. Without prejudice to any rights that have accrued
under the Contract, BSI may terminate the Contract
with immediate effect by notice:a.
if Client breaches any material obligation andsuch breach remains unremedied after 30 days
from the date of notification of such breach by
BSI; orb.
if a material breach is incapable of remedy; orc.
if, in the reasonable opinion of BSI, Client acts insuch a manner that may bring BSI into disrepute.
41. Without prejudice to any rights that have accrued
under the Contract, either party may terminate theContract immediately if the other party is unable topay its debts as they fall due, or has appointed areceiver, administrator or manager over its assets, orgoes into liquidation (except for the purpose of solvent
reconstruction or amalgamation), or enters into a

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General Terms and Conditions of BSI Group The Netherlands B.V.
voluntary arrangement with its creditors, or ceases orthreatens to cease its business.
42. For Conformité Européenne (CE Marking) services:a.
Client agrees to indemnify and hold harmless BSI
and its group companies against any costs orlosses that BSI or its group company may suffer
or incur through, arising out of or in connection
with, any claims, demands, suits, proceedings,
actions, losses, judgments, damages, costs(including all reasonable legal fees), expenses,
fines or penalties or actions made against BSI or
its group company by any third party in relation
to: (i) Client’s failure to comply with any
regulation or law specifically governing CE
Marking; (ii) Client’s use or display of the CE
Marking in relation to the relevant product; (iii)
any change made to the product tested, which
has not been re-tested by BSI; (iv) the productnot being or alleged not to be fit for purpose,
whether such allegations are subsequently
supported in fact or not. This indemnity shallremain binding after the termination of theContract.
b.
On termination of a relevant certificate for any
reason which has not been replaced, Client will
immediately cease the use and display of the CE
Marking on the relevant product, whether sold ornot.
43. A party will not be in breach of the Contract if it is notreasonably possible to perform an obligation due tocircumstances beyond that party’s reasonable control.
If the period of non-performance continues for sixteen
weeks, the party unaffected may terminate theContract by giving 14 days' advance written notice tothe other party.
44. Nothing in this Contract is intended to, or shall operate
to, create a partnership between the parties, or toauthorise either party to act as agent for the other.
45. The Contract is personal to Client. Client may not
assign, transfer or deal in any manner with its rights
and obligations under the Contract. BSI may assign its
rights under the Contract to a BSI group company.
46. The Contract and General Terms and Conditions
constitutes the entire agreement between the parties
and supersedes and extinguishes all previous drafts,
agreements, warranties, arrangements andunderstandings, whether written or oral, relating to its
subject matter.
47. If there is an inconsistency between any of theprovisions of the Contract and any master services
agreement, purchase proposal, Client’s standard
conditions of purchase or any other document statedto be relating to BSI’s services or the Contract, theprovisions of the Contract shall prevail.
48. If there is an inconsistency between the Dutch versionof the General Terms and Conditions and a version of
the General Terms and Conditions prepared in anotherlanguage, the provisions in the Dutch version of theGeneral Terms and Conditions shall prevail.

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49. A person who is not a party to the Contract shall nothave any rights under or in connection with it.
50. Any variation or waiver of the Contract and/or General
Terms and Conditions must be expressly agreed inwriting by both parties. A failure to or delay inenforcing a right or remedy under it does notconstitute a waiver of that right or remedy.
51. If any court or competent authority finds that any
provision of the Contract (or part of any provision) is
invalid, illegal or unenforceable, that provision or partprovision shall, to the extent required, be deemed to
be deleted, and the validity and enforceability of theremainder of the Contract and/or General Terms andConditions shall not be affected.
52. Any notices to a party in connection with the Contract
must be in writing and sent by email or delivered tothe party’s address set out in the Contract.
53. The law of The Netherlands governs the Contract andGeneral Terms and Conditions. The Courts of
Amsterdam have non-exclusive jurisdiction to settle
any disputes or claims arising out of it.

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