General Conditions of Sale and Delivery of Addoptics Operations B.V., Rotterdam,The Netherlands
1. Applicability
A. These conditions and the terms included apply to the trade agreements in which
Addoptics Operations B.V. is the seller and form in their entirety part of all proposals andoffers from Addoptics Operations B.V. and of every acceptance, confirmation andratification by Addoptics Operations B.V. of orders placed by the buyer and of allagreements concerning the sale by Addoptics Operations B.V and the purchase of goodsand services by the buyer, unless and insofar as expressly agreed otherwise in writing
with Addoptics Operations B.V.
B. The buyer’s conditions and provisions are expressly rejected that are published on
documents issued by the buyer, both before and after issuing of documents by Addoptics
B.V. Such conditions and provisions do not apply to sales by Addoptics Operations B.V tothe buyer and are in no way binding on Addoptics Operations B.V.
2. Prices
A. The prices in proposals, confirmations and agreements are given in euros, excluding
tax and levies, based on delivery according to ICC Incoterms 2010 DAP, unless agreed
otherwise.
B. Addoptics Operations B.V adds taxes and levies to the sale price if Addoptics
Operations B.V is legally obliged or authorized to pay or collect these taxes and levies.
Buyer will pay these taxes and levies together with the price.
3. Payment
A. Upon delivery, Addoptics Operations B.V sends an invoice to the buyer by email with theprice of the delivered products, unless expressly agreed otherwise in writing.
B. The amount of the invoice must be paid within 30 days of the date of the invoice, unlessexpressly agreed otherwise in writing.
C. All payments are done to the address and account number specified by Addoptics
Operations B.V on the invoice and should include the invoice number.
D. Discount due to prepayment is not permitted, unless expressly agreed otherwise inwriting.
E. Credit approval investigation is done by Addoptics Operations B.V on all deliveries.
Addoptics Operations B.V retains the right to demand full, partial and cash payment inadvance or during delivery if there are any doubts about the customer’s ability to pay.
F. Late payment and partial payment incur a legal interest imposed on the unpaid portion
to be paid by the buyer without any notice being required. Interest is imposed on expired,unpaid interest after one year.
Addoptics Operations B.V - Maasboulevard 100, 3063NS Rotterdam, The Netherlands - Chamber of Commerce:
76041247 - VAT: NL860486667B01 - www.addoptics.com - info@addoptics.com - Tel. 0031 (0) 6 11 84 38 91

H. Any legal and extrajudicial costs linked to debt collection are charged to the buyer.
I. In case of delayed payment, including non-compliance with a demand for prepayment ora demand for cash payment in advance or during delivery, Addoptics Operations B.V isentitled to suspend implementation of the agreement until the receipt of the full payment
and, in case of partial payment after a written notice, to annul the agreement partially orfully. All of this does not affect Addoptics Operations B.V’s right to compensation.
J. Settlement with claims against Addoptics Operations B.V is not permitted. In case ofbankruptcy, suspension of payment or seizure on the part of the buyer, everything heowes to Addoptics Operations B.V is immediately payable in full and Addoptics Operations
B.V can settle immediately.
5. Delivery conditions
A. Unless agreed otherwise in writing, the products are delivered by Addoptics
Operations B.V in accordance with ICC Incoterms 2010 DAP. In agreement with this, therisk of loss of the products is transferred to the buyer at the moment of delivery.
B. Delivery deadlines, notified or confirmed by Addoptics Operations B.V, are approximate.
C. Addoptics Operations B.V will carry out commercially responsible, reasonable efforts todeliver on the notified or confirmed deadline, on the condition that the buyer has supplied
all necessary information about the order and delivery long enough before the delivery
deadline.
D. Deliveries made within a reasonable period before or after the notified or confirmeddelivery deadline are presumed to have been done consistent with Addoptics Operations
B.V’s obligations towards the buyer.
E. If Addoptics Operations B.V fails to deliver, the buyer will report this in writing and give
Addoptics Operations B.V. the possibility to make a delivery within 14 days. If Addoptics
Operations B.V does not deliver within those 14 days, the buyer has the right to annul only
the parts of the agreement concerned with the default. The rest of the agreement
remains unaffected.
F. If the production process of Addoptics Operations B.V stops, declines, has stopped or
has reduced, for whatever reason, Addoptics Operations B.V has the right at its own
discretion to use the available production possibility and distribute products among thecustomers. As a result, Addoptics Operations B.V has the right to sell and deliver fewer
products to the buyer than was agreed, in deviation from the agreed amount.
G. Despite Addoptics Operations B.V’s striving for a high level of customer satisfaction, itis possible that deliveries may be incomplete for some reason. In such cases, partial
delivery is permitted.

Addoptics Operations B.V - Maasboulevard 100, 3063NS Rotterdam, The Netherlands - Chamber of Commerce:
76041247 - VAT: NL860486667B01 - www.addoptics.com - info@addoptics.com - Tel. 0031 (0) 6 11 84 38 91

6. Retention of ownership
A. All items delivered by Addoptics Operations B.V remain the property of Addoptics
Operations B.V. until the moment that the buyer has fulfilled all his payment obligations
towards Addoptics Operations B.V. according to the unique agreement concluded withAddoptics Operations B.V. for the delivery of items, carrying out of tasks and provision ofservices. This includes claims due to failure to comply with such an agreement.
B. From the moment the goods are made available, the buyer assumes the risk for thedelivered items.
C. Buyer is not entitled to encumber the delivered items to the detriment of Addoptics
Operations B.V or transfer the ownership of these items as security.
7. Exoneration
A. In cases and conditions beyond the control of Addoptics Operations B.V, whether
foreseeable or not at the time of arranging the agreement, Addoptics Operations B.V
cannot be made liable for delay in compliance, nor for the non-performance of theagreement.
B. Nor can Addoptics Operations B.V be held liable for delays in compliance and for
non-performance of the agreement resulting from interruptions in the production
process.
C. For the duration of the non-performance or delay, the relevant parts of the agreement
are suspended without Addoptics Operations B.V being liable for any resulting damage.
D. If the non-performance or delay lasts 90 days, or Addoptics Operations B.V expects
that it will last 90 days, Addoptics Operations B.V has the right to annul the relevant partor the entirety of the agreement without being liable in any way for any resulting damage
to the buyer or third parties.
8. Liability for damage
A. Addoptics Operations B.V is liable for damage to the buyer resulting from intent or
gross negligence on the part of Addoptics Operations B.V.
B. Damage that is ascertained after delivery of the item will not be considered forcompensation.
C. The right to compensation for damage lapses if no written claim is made within 90 days
after ascertaining the damage.
D. Addoptics Operations B.V cannot be held liable for a sum for damages that exceeds thevalue of the invoice.

Addoptics Operations B.V - Maasboulevard 100, 3063NS Rotterdam, The Netherlands - Chamber of Commerce:
76041247 - VAT: NL860486667B01 - www.addoptics.com - info@addoptics.com - Tel. 0031 (0) 6 11 84 38 91

E. In no case will resulting damage be compensated, such as damage due to loss ofprofits, loss of income, loss of production, stagnation or delay in the production process
or operations, lost savings, lost agreements, labour costs, increase in operational costs,
extra costs for purchasing elsewhere and discounts owed to third parties or fines.
F. If Addoptics Operations B.V provides advice without there being an express agreement
to provide advice, the advice is free of obligation, and Addoptics Operations B.V. disclaims
any liability for it.
9. Intellectual property and rights referring to software and documentation
A. The sale of a product by Addoptics Operations B.V does not include the sale ofexclusive rights or licensing rights to that product, but only a restricted license for use orreselling. This complies with the intellectual property rights of Addoptics B.V.
B. If software or integrated documentation is delivered with a product, the sale of that
product does not include the transfer of the property rights of the software or
documentation in question to the buyer, but only a non-exclusive and non-transferable
license to use such software or documentation in combination with or integrated intoproducts delivered by Addoptics Operations B.V, complying with the intellectual property
rights of Addoptics Operations B.V.
C. With regard to the software provided by Addoptics Operations B.V to the buyer, it isforbidden:- to change or modify this software in combination with other products, or produce
products based on this software.
- to hand over this software, sublicence, lease, rent, lend, transfer, publish or make itavailable in another way.
- combine this software or integrate it in other software.
- conduct reverse engineering on this software, decompile it, take it apart orattempt to deduce the source code without written permission from Addoptics
Operations B.V., unless this is expressly permitted under the applicable legislation.
D. The buyer will reproduce the certificates of property rights from Addoptics Operations
B.V. or its external suppliers in software or documentation supplied by Addoptics
Operations B.V, without adjusting or changing them.
E. The buyer may not reveal this confidential information to third parties and may not use
such confidential information for another purpose than that expressly permitted inwriting by Addoptics B.V. and in compliance with the proposed purchase.
10. Confidentiality
A. The buyer acknowledges that all technical, commercial and financial data provided byAddoptics B.V. to the buyer is confidential information of Addoptics Operations B.V.
B. The buyer may not reveal this confidential information to third parties and may not use
such confidential information for another purpose than that expressly permitted inwriting by Addoptics Operations B.V. and in compliance with the proposed purchase.
Addoptics Operations B.V - Maasboulevard 100, 3063NS Rotterdam, The Netherlands - Chamber of Commerce:
76041247 - VAT: NL860486667B01 - www.addoptics.com - info@addoptics.com - Tel. 0031 (0) 6 11 84 38 91

11. Intellectual property rights, indemnification
A. Addoptics Operations B.V. indemnifies the buyer from claims by third parties based on
the claim that the software provided by Addoptics Operations B.V. infringes theirintellectual property rights, on thecondition that the software in question was developed by Addoptics Operations B.V.
itself, is used bythe buyer within the European Union, and the alleged infringement is not associated withchanges made to the software by or on behalf of the buyer.
B. Buyer will inform Addoptics Operations B.V. promptly and in writing about intended
claims with third parties, leaving the manner of handling the case entirely to Addoptics
Operations B.V. and providing Addoptics Operations B.V. all cooperation to defend itself
against the claims, if necessary in the buyer’s name.
C. In the event that it is judicially and irrevocably established that the software developedby Addoptics Operations B.V. infringes the intellectual property rights of a third party,
Addoptics Operations B.V. will ensure that the software is sufficiently modified that it canbe used without disruption or provide other, functionally equivalent software. If this is notreasonably possible, Addoptics Operations B.V. will compensate the buyer for theremaining book value when the infringing software is returned. Further liabilities orobligations to indemnify Addoptics Operations B.V. due to infringement of intellectual
property rights of third parties are excluded.
12. Export and import licenses
A. If an export or import license is required for the delivery of the agreed products,
Addoptics Operations B.V. can suspend its obligations and the buyer’s rights regarding
this delivery until the moment when the required license is provided.
B. If there is another form of restriction or ban due to legislation regulating export orimport,
Addoptics Operations B.V. can suspend its obligations and the buyer’s rights regarding
this delivery for the duration of that restriction or ban.
C. In the above-mentioned cases Addoptics Operations B.V. has the right to annul theagreement without Addoptics Operations B.V. being financially liable for damage
sustained by the buyer.
D. If an end use certificate is required, Addoptics Operations B.V. will inform the buyer ofthis immediately, and the buyer will provide Addoptics Operations B.V. with the correct
document.
E. If an import license is required, the buyer will inform Addoptics Operations B.V. of this
immediately. The buyer will also provide Addoptics Operations B.V. with the correct
documents as quickly as possible.

Addoptics Operations B.V - Maasboulevard 100, 3063NS Rotterdam, The Netherlands - Chamber of Commerce:
76041247 - VAT: NL860486667B01 - www.addoptics.com - info@addoptics.com - Tel. 0031 (0) 6 11 84 38 91

F. By accepting the offer from Addoptics Operations B.V., concluding an agreement with
Addoptics Operations B.V. or accepting products from Addoptics Operations B.V., thebuyer agrees that he will not trade with the products or associated documentation in amanner that conflicts with the applicable legislation for export or import.
13. Transmission of rights and duties, settlement
A. With regard to this agreement, the buyer will not transfer any rights or enter into
obligations without prior written agreement from Addoptics Operations B.V.
B. The buyer does not have the right to withhold payments or to reduce or offset existingor future claims against payments due for the products of the agreement or futureagreements with Addoptics Operations B.V. Thus, the buyer is obliged to pay the agreed
purchase amount, and claims alleged by the buyer may not be offset by the buyer.
14. Disputes, applicable law
A. All proposals, confirmations and agreements of Addoptics Operations B.V. shall begoverned by Dutch law. The applicability of the Vienna Sales Convention (CISG) isexcluded. The buyer and Addoptics Operations B.V. shall first try to resolve any disputearising from or relating to these offers, confirmations and agreements amicably byconsultation and negotiation in a consensual manner and in good faith.
B. Disputes which cannot be resolved amicably shall be submitted exclusively to theCourt ofRotterdam in the Netherlands, without prejudice to Addoptics Operations B.V’s right toadditionally file a complaint or bring legal proceedings against the buyer before anothercompetent court.
C. The provisions of this article shall not restrict the rights of Addoptics Operations B.V. orof the buyer to submit a dispute to a provisional relief court or to perform acts to preserve
their means of recovery.
15. Breaches of conditions and termination of agreement
In the case of a breach of the conditions of the purchase agreement and in the case thatthe buyer becomes insolvent, subject to an administration order, bankrupt or has stopped
making payments or threatens to stop paying, Addoptics Operations B.V has the rightthrough written or electronic notification to the buyer to terminate the purchaseagreement with immediate effect, and all outstanding debts owed by the buyer toAddoptics Operations B.V become immediately due and payable.
16. Supplementary provisions
A. Any provision in the purchase agreement or these Terms and Conditions which iswholly or partially void, voidable or otherwise inapplicable does not affect the applicationof the other provisions. For every void, voidable or otherwise inapplicable provision, a valid
provision will be substituted that comes as close as possible to the inapplicable provisionin spirit.
Addoptics Operations B.V - Maasboulevard 100, 3063NS Rotterdam, The Netherlands - Chamber of Commerce:
76041247 - VAT: NL860486667B01 - www.addoptics.com - info@addoptics.com - Tel. 0031 (0) 6 11 84 38 91

B. Not performing or delaying the performing or implementation of any right or recovery
option derived from the purchase agreement does not mean that the purchaseagreement is being renounced. A single or partial implementation of any right or recovery
option derived from the purchase agreement, from the associated document or by law
does not mean that the purchase agreement is being renounced.
C. In case of conflicts between the Dutch text and the translation of these general terms
and conditions, the Dutch text prevails.

Addoptics Operations B.V - Maasboulevard 100, 3063NS Rotterdam, The Netherlands - Chamber of Commerce:
76041247 - VAT: NL860486667B01 - www.addoptics.com - info@addoptics.com - Tel. 0031 (0) 6 11 84 38 91