GENERAL TERMS AND CONDITIONS OF SALE
of Hint Global BV & Hint Americas Inc.
Having its registered office at Groteweg 61A, 8191JT Wapenveld, The Netherlands, and 2800 Post Oak Boulevards, Suite 4100, TX 77056 Houston USA, hereinafter referred to as “Hint”

These General Terms and Conditions of Sale (hereinafter referred to as “GTCS”) are applicable to all offers, quotations, agreements, and orders for the sale of Products, which for the purpose hereof includes the licensing of Software and the providing of Services by Hint to its Customers. Any provisions in Customer’s general conditions of purchase and/or sale or amendment(s) made by Customer to these GTCS are herewith explicitly rejected. Any such additions or amendments to and deviations from these GTCS can only be agreed in writing and require signature by duly authorized representatives of Parties.

1. DEFINITIONS
The following definitions apply to these Conditions:
Tender or Offer: any offer issued or made by or on behalf of the Supplier to the Other Party, also termed proposal;
Supplier: each member of a branch organization affiliated to the Vereniging by whom or on whose behalf the Conditions have been declared applicable to an agreement, their representatives, proxies, and legal successors;
Written/in writing: correspondence by e-mail or by regular mail between the parties; Producer: the producer or manufacturer of the goods offered by Supplier to the Other Party;
Party or Other Parties: each natural person, partnership, legal body or other entity that enters into or has entered into an agreement with a Supplier, Hint and/or Customer individually or collectively as the case may be.
Customer: the legal entity issuing a Purchase Order to Hint.
Delivery Date: the date when Hint shall deliver the Products and/or has executed and performed the Services.
Functional Design Specification or FDS: the functional specifications, drawn up by Hint on the basis of data supplied by Customer.
Hardware: all machinery and installations and peripherals, by means of which data are processed or recorded on data carriers, together with components of the same. Products: all Hint Hardware, Software and documentation, test- and measurement equipment, analyzers, flow-pressure- or temperature meters, recorders, transmitters, sensors, or any other good specified in the Quotation, not consisting of Services.
Purchase Order: a written order issued by the Customer for the purchase of Products/ Services as accepted in writing by Hint. As far as Software is concerned, “purchase” means the acquisition of a license to use the involved Software, and “Customer” means “licensee”.
Quotation: the offer, proposal, or quotation (however named) including scope, specifications, functional requirements, quantity, schedule, conditions, drawings, and other related documents attached thereto or referred therein, issued by Hint for the sale of Products/Services.
Services: all activities performed by Hint or under Hint’s direction for Customer, as specified in the Quotation, not consisting of the supply of Products. Site Work: Services to be performed by Hint or under Hint’s direction which are not performed at Hint premises.
Software: machine-readable object code, including executable programs, firmware and/or Hint-supplied databases, user documentation in written or electronic object code form, recorded on forms, tapes, magnetic tapes, disks, and all other media on which data have been or are recorded, including updated parts of such Software, new versions and/or adaptations.
Third Party Products: Non-Hint products which are delivered to Hint’s premises for the purpose of a) reselling b) integration with the Products or c) the testing of the Products. Variation Order: a written document issued by Customer and accepted in writing by Hint for the variation of an existing Purchase Order.

2. QUOTATION AND PURCHASE ORDER
2.1 Any Quotation issued by Hint shall be non-binding and the price stated therein shall remain valid for a maximum period of sixty (60) days calculated from the date of the Quotation. The valid date in the Quotation is overruling the terms and conditions. Technical specifications, dimensions, designs, drawings, illustrations, catalogs, use statistics, weights, etc. used by Hint in a Quotation, are drawn up by Hint to the best of its ability, but do not bind Hint unless expressly agreed to in writing. Hint shall be free (at its sole
discretion) to accept or refuse the Customer’s Purchase Orders.
2.2. Any Purchase Order sent to Hint or Hint’s representative shall be deemed as written acceptance of Hint’s offer at the terms and conditions quoted therein and shall only enter into force and become binding on Hint upon commencement of production or acknowledgment of the Purchase Order in writing, whichever comes first.
2.3. Once a Purchase Order has been accepted by Hint, it may only be canceled by Customer with Hint’s express written consent. In the event that Hint accepts a cancellation, Hint shall suffer no damage whatsoever from such cancellation and shall be entitled to recover the value of all services rendered including any work in process, any expenses incurred therefore, cancellation charges, projected profit margin, etc. Furthermore, if Hint consents to the cancellation, Hint shall be entitled to charge Customer a cancellation fee representing thirty percent (30%) of the value of the total Purchase Order not yet settled.

3. DELIVERY AND PRICE
3.1. All prices for the delivery of Products are calculated for deliveries ex Hint-office / production- / distribution facility which is “Ex Works”. Prices for Services are calculated by applying the applicable rates in the Hint pricelist. All prices and rates are exclusive of VAT, transport, packaging, travel, lodging and installation, import duties, and other taxes, levies, or costs. In the event of cost increases as compared with this basis (e.g. increases in the cost of materials, changes in or deviations from the drilling pattern, etc.) Hint shall be entitled to increase the prices accordingly.
3.2. Partial deliveries shall be permissible and shall be paid for by the Customer on a pro-rata basis.
3.3. The place of delivery shall be the place of manufacture of the Products or Hint’s office / production- / distribution facility. In the absence of any specific agreement, the mode of shipment shall be determined by Hint, with Hint excluding any liability therefore.
3.4. Delivery Dates will be notified to the Customer as accurately as possible under the circumstances then prevailing and Hint will endeavor to meet such delivery terms.
3.5. The Delivery Date is not a deadline and in the event of late delivery, Hint shall notify the Customer in writing as soon as possible, identifying the reasons for the delay. The delivery time is calculated from acceptance of Customer’s Purchase Order by Hint, or, in case it has been agreed that Customer shall make a deposit, prepayment, and/or shall pay a security, from the date Hint has received the relevant Customer payment. The Delivery Date may be extended if the Customer requests Variation Orders. Hint shall not be liable to indemnify Customer for any failure to comply with Delivery Dates or delays in delivering the Products.

4. PAYMENT
4.1. Unless explicitly agreed otherwise, payment shall be made by Customer within thirty (30) days from invoice date. Payments must be made without any deduction or set-off into a bank or postal account, designated by Hint. All bank charges shall be for the Customer’s account. Any default on payment shall be subject to interest and/or return of Products/Services to Hint.
4.2. If Customer does not meet its payment obligations promptly or in full, Customer shall be in default even though no dunning letters are issued and any other amounts owed by the Customer, but not yet due at such time shall fall due for payment immediately without any deduction. The foregoing shall apply regardless of Hint’s right, in case of Customer’s late payment, to suspend the further execution of the Purchase Order or, to the extent the Purchase Order has not yet been executed, to terminate same by means of a written notice, without prejudice to Hint’s right in the prevailing case to claim full compensation for any loss suffered.
4.3. Any amounts owed by the Customer shall furthermore fall due for payment at once if a petition has been filed for the institution of bankruptcy or judicial composition proceedings against the Customer, if the Customer actually discontinues payments if the Customer seeks out-of-court arrangements with its creditors or any other circumstances become known to Hint that give rise to doubts regarding the Customer ́s ability or willingness to make payment. In such cases, Hint shall have the right to withdraw from current contracts with the Customer or to ask for an immediate cash payment of the purchase price or advance payment.
4.4. If the Customer fails to make payment at the due date, it shall – without prejudice to any other rights to which Hint is entitled in the event of default – be liable to pay to Hint interest on arrears amounting to 1% per month or the maximum amount permitted by the applicable law, over the amount due, taking into account the inflation adjustment. The defaulting Customer shall furthermore bear all charges relating to the collection of outstanding invoice amounts, such as dunning, collection, investigation, and inquiry costs, also the costs charged by external experts or external suppliers.
4.5. The Customer shall not be entitled to withhold payment or to set off against any amount due to the Customer. In no case, the Customer has the right to refuse or delay payment of the purchase price on the ground of complaints of defects that may have been raised.
4.6. Hint shall have the right to suspend the delivery of Products purchased from Hint until the Customer has fully met all of the obligations it had towards Hint at the time of the Purchase Order and/or the agreed Delivery Date.
4.7. Hint’s employees and representatives shall be entitled to accept payments only if duly empowered to collect such payments. Cheques and bills of exchange will be accepted by Hint only upon special agreement and only as a payment on account of money due. Any costs in respect of bills of exchange or cheques, charges, discount charges, etc. shall be borne by the Customer. Hint assumes no liability for the timely presentation or protesting of any bills of exchanges received.
4.8. The date of payment shall be the day on which Hint can make dispositions in respect of the money received.
4.9. No interest shall be payable on advance payments or accounts made by the Customer.

5. PACKING
Packing of the Products shall be in accordance with Hint’s standard procedures. Hint will exercise due care to prepare and pack Products for transportation in such a way as to prevent any damage to Products in transit but will not assume any liability in this respect. Products will be insured only upon the Customer ́s express request and Hint will exercise due care to comply in the best possible way with any instruction given by the Customer in that respect, however excluding any liability on the part of Hint.

6. FUNCTIONAL DESIGN SPECIFICATION (FDS)
Delivery of FDS shall be deemed to have taken place at the moment the FDS has been submitted to Customer. The content of the FDS shall be exclusively applicable to the Products and/or Services. The FDS shall be approved by the Customer in writing within the agreed period. From the date the FDS has been approved, Customer can no longer derive any rights from the data as supplied by Customer previously.

7. ACCEPTANCE TESTING
Factory Acceptance Test (FAT) means the testing of the Products and/or Services according to Hint’s standard test procedures, based on the FDS as approved by the Customer. The FAT is carried out on Hint’s premises, eye-witnessed by the Customer to verify the compliance of the delivery with the contractual requirements and the FDS. If Customer, despite prior invitation and/or confirmation, has not been present at FAT, FAT is deemed to have taken place in Customer’s presence. Completion of FAT shall result in Customer’s release for shipment, subject to all outstanding invoices having been paid by Customer.
Site Acceptance Test (SAT) is the site test to verify that no deterioration occurred to the Product(s) during shipment and installation of the delivery on the Customer’s site.

8. SITEWORK
In respect of Site Work to be performed by Hint, Customer shall ensure the following:
– Site Work can be commenced and continued unhindered and undisturbed from the moment of arrival of Hint’s personnel.
– Site Work can be performed during and outside normal working hours.
– Working conditions as necessary for the proper performance of the Site Work are present.
– Mandatory government permits have been obtained.
– Strict adherence to all reasonable directions given by Hint to ensure the proper performance of the Purchase Order.
– Availability of fully operational technical, spatial, and communication facilities needed to enable any Products to be supplied to function. This includes, but is not limited to good access roads, transport facilities, adequate foundations, auxiliary supplies and equipment, power, water, light, properly air-conditioned rooms for the Products, the presence of at least one appropriately skilled employee, as well as all other necessary aids and equipment.
– Availability at Customer’s site of suitable and secure space for storing Products, materials, and tools of Hint for performing the Site Work, as well as a telephone for
communications outside Customer’s site. Customer shall be liable for all damage to and loss of Products, materials, tools, and instruments from any cause during storage on
Customer’s site.
– Suitable and safe facilities for Hint’s personnel in the immediate vicinity of the Site Work.
– Physical safety of Hint’s personnel; Customer’s Health and Safety program (including evacuation and emergency plans) shall be applicable to Hint personnel. Customer shall be wholly liable for damages and losses arising from the death of or physical injury to Hint personnel, resulting from Customer’s failure to meet this obligation.
– Applying for and obtaining all necessary Site Work permits and licenses as required for Hint’s personnel, as well as prior notification to Hint of all relevant rules and
procedures in connection therewith.
– Messing facilities are available.
– The Customer’s facilities and services described in this article are available to Hint free of charge.
9. VARIATION ORDERS
In case of variations that affect or may affect a Purchase Order, Customer shall notify Hint in writing. Upon Hint’s receipt of such notification, Hint will inform Customer in writing: (i) whether or not such variations are acceptable, (ii) price- and/or schedule impact (if any), and (iii) any other commercial or technical impacts or conditions (if any). Only upon receipt of Customer’s written confirmation of acceptance of Hint’s informed/proposed impacts and conditions and upon Customer’s compliance with any consequent obligations (if applicable) such as advanced payments, amendments of payment vehicles, or the submission of additional information, Hint shall incorporate and proceed with the above variations after signature by both Parties of the relevant Variation Order. In case such variations result in loss of time and/or additional costs, Hint shall be entitled to extend the delivery time and/or to reimbursement of additional costs, even if the variations are canceled by Customer afterward.

10. TITLE AND RISK
10.1 Title to the Products/Services is reserved and shall transfer to Customer upon full payment by Customer. Until such time, the Customer shall be deemed to be a fiduciary holding in custody all Products sold under such a conditional sales agreement. For the time during which Hint retains title to the Products, the Customer shall not pledge, assign as collateral or otherwise encumber any products sold under the conditional sales agreement. Any attachment by a third party of products sold under the conditional sales agreement shall be reported promptly to Hint to enable it to intervene.
10.2 Risk to the Products/Services shall transfer to Customer upon delivery. The provision determining the time when risk passes to the Customer as contained in the present GTCS or in any applicable laws shall not be affected by the agreed right of Hint to retain title to its property until full payment is made.

11. INTELLECTUAL PROPERTY RIGHTS
Hint remains the owner of all intellectual property rights in the Products and the results of Services, including inventions, models, designs, schedules, drawings, illustrations, catalogs, manuals and all other documentation, etc. comprised therein as supplied to Customer. Customer shall not copy, reproduce or circulate the above in whole or in part, without the prior written permission of Hint. Nothing in these GTCS or any Purchase Order or Quotation is intended to or shall have the effect of vesting in or transferring to Customer rights in Hint’s or its affiliates or its or their suppliers’ Software, methods, know-how or other intellectual property, regardless of whether such intellectual property was created, used or first reduced to practice in the tangible or intangible form in the course of performance of the Services, whether solely by Hint or jointly with Customer

12. INFRINGEMENT CLAIMS
12.1. Hint will indemnify and hold Customer harmless from all claims by third parties with respect to an infringement of any intellectual property right, made against Customer
and (allegedly) resulting from Customer’s use of the Products/Services, provided that:
a) Customer shall promptly notify Hint in writing of any such claims,
b) Customer shall provide all assistance to Hint as may be reasonably requested in connection with the defense or settlement of the claims,
c) Hint shall have the exclusive right to control the defense and settlement of all such actions or claims.
12.2. If according to a final judgment, Customer shall be denied the further use of the Product/Services or part thereof by reason of an (alleged) infringement, Hint will, at its own expense and option either:
(i) modify or replace the Product/Services or the infringing part thereof so that it becomes non-infringing without adversely affecting the functionality thereof, or (ii) procure for Customer the right to continue to use the Product/Services, or (iii) if the foregoing alternatives are not available or (at Hint’s sole discretion) economically reasonable, Hint shall take the Product/Services back and credit Customer for an amount equal to the value of the Product/Services, taking into account the reduction in Purchase Order value of the relevant Product/Services depreciated over a four (4) year period from the date of acquisition.
12.3. Hint shall not be liable if the infringement of any intellectual property right or any claim in respect thereof arises from, or is based on the use of the Product/Services in combination with products not supplied by Hint or if the Product/Services are modified by Customer without Hint’s prior written authorization.
12.4. Customer shall fully indemnify Hint against all losses of Hint in performing Services that breach an intellectual property right of third parties if such breach arises from Customer’s directions and/or the use by Hint of Customer’s designs, specifications, etc. 12.5. The above constitutes Customer’s entire rights and Hint’s maximum liability with respect to an (alleged) infringement of any intellectual property right of a third party, resulting from Customer’s use of the Product/Services.

13. SOFTWARE LICENSE CONDITIONS
Hint declares to the best of its knowledge to be entitled to license and adapt Software as necessary for the proper execution of the relevant Purchase Order. The ownership of, and all intellectual property rights in Software shall at all times remain with Hint or its licensors. Software is made available to the Customer on the following licensing conditions:
– Hint grants to Customer a perpetual, non-exclusive, non-transferable license to use the Software;
– Software is made available to Customer on an “as-is” basis and on the condition that it is exclusively used on the Hardware on which it was initially installed;
– Customer shall not: (i) alienate or pledge Software or have Software used by third parties, (ii) decompile, disassemble or reverse engineer Software, or otherwise attempt to derive any Product source code from object code, except to the extent expressly permitted by applicable law, (iii) develop or have developed derivative software or other computer programs which are based on Software.
– Customer shall be entitled to make and keep in stock one (1) backup copy of Software for the purpose of replacing the original copy in case of involuntary loss or damage of
Software.

14. COMPLAINTS, OBJECTIONS AND WARRANTY
14.1. The Products are warranted to be free from defects in material and workmanship for a period of twelve (12) months from the Delivery Date. Hint assumes no warranty responsibility in the event of (i) improper handling, storage, or use;(ii) attempted renovation, repair, calibration, or replacement of parts by any third party other than authorized by means of prior written approval by Hint; (iii) normal wear and tear; or (iv) other cause of defect not exclusively attributable to Hint.
14.2. If Third Party Products are supplied, the terms of warranty of the supplier of such products shall apply.
14.3. Subject to the remaining provisions herein, Products found defective shall be repaired or replaced at Hint’s sole discretion at its premises with transportation charges prepaid by Customer. Dismantling of the defective part, re-installation of the repaired/replaced part, and re-commissioning shall be the responsibility of the Customer. Any warranty claim shall be made in writing within the aforementioned warranty period and will be handled during Hint’s normal working hours. The customer shall be responsible for delivering to Hint the defective part clean and free from any substance that may affect health.
14.4 Objections based on the quality of the Products/Services or based upon delivery of Products other than ordered must be made in writing indicating precisely the kind and extent of the defects as well as the invoice number and accompanied by samples and shall only be permissible within three (3) days after receipt of the Products/Services at the place of destination pursuant to the delivery documents or, in case of hidden defects, within three (3) days after discovery. Upon the expiration of the mentioned deadline, the Products are deemed without defect. Damages during shipment are to be recorded promptly in the appropriate form.
14.5. Upon resale of the Products by the Customer to third parties, as well as in case of any changes of the Products without the knowledge and consent of Hint, any guarantee, warranty, and damage claims of the Customer shall be excluded.
14.6. The decision as to the justification of a complaint of defects made in due time shall be taken by Hint’s examiners.
14.7. If a complaint is determined to be justified, Hint shall at its discretion either supply a replacement or issue a credit note for the Products/Services objected to, in each case upon the return of the Products objected to, thereby excluding all further claims of the Customer.
14.8. In case of Products and parts or components of Products, which are not produced by Hint, the warranty obligation of Hint shall be restricted to the assignment of all its rights to which it is entitled against the manufacturer of such Products.
14.9. Any possible claims that the Customer may have against Hint on the ground of justified complaints shall be excluded if the Customer did not punctually and fully meet its payment obligations.
14.10. Upon Customer’s request and Hint’s acceptance, Hint may dispatch at Customer’s cost, its service engineer(s) during Hint’s normal working hours, to repair the defect and/or investigate its cause. With respect to the providing of Services, Hint warrants that the engaged personnel will execute the Services, taking into account the diligence, knowledge, and craftsmanship which is standard in the industry.
14.11. If a Product is manufactured by Hint on the basis of construction details, drawings, or models of the Customer, the liability of Hint shall not extend to the correctness of the construction, but only to the performance in compliance with the data of the Customer. In such case, the Customer shall completely indemnify and hold harmless Hint in respect of any possible infringements of intellectual property rights.
14.12. In case of repair orders or in case of changes or alterations to old Products or products of other sources as well as in case of delivery of used products, any warranty and liability of Hint for the quality of the products shall be excluded.
14.13. In case of objections, Hint reserves the right to inspect the Products at the plant of the Customer. Upon request, the Products are to be sent back to Hint without charges. THIS WARRANTY IS IN LIEU OF ALL OTHER LIABILITY OR WARRANTIES ON THE PART OF HINT, EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPLICITLY EXCLUDED AND DISCLAIMED. The foregoing shall constitute the exclusive remedies for any breach by Hint of its warranties.

15. LIMITATION OF LIABILITY AND PRODUCT LIABILITY
15.1. Hint shall only be liable for damage caused through Hint ́s fault or the fault of persons employed in the performance of Hint ́s obligations, but shall not be liable in cases of
slight negligence. Hint’s total liability towards Customer shall be limited to the compensation Customer paid or has to pay for the execution of that part of the individual
Purchase Order, in relation to which the damage has occurred, but never in excess of the maximum compensation paid by Hint’s insurance. Furthermore, Hint shall only be liable if such damage is a direct and exclusive consequence of negligence on the part of Hint. Claims must be submitted to Hint in writing within two (2) business days after the occurrence of a particular loss.
15.2. Customer shall be solely responsible for the protection of its electronic data and information through the installation of the most recent computer virus detection programs and the timely creation of backup copies. Hint shall never be liable for any damage, relating to the loss or mutilation of electronic data and information, nor for the restoring of same.
15.3. Neither Party shall in any event be liable for any special, indirect, or consequential damages of the other Party, including but not limited to, loss of business, interruption of business, lost goodwill, lost revenue, and/or loss of business information, and regardless whether such damages are based on wrongful act, breach of contract, breach of warranty or other legal fault.
15.4. Hint shall not be liable for any loss of profit due to delayed delivery or defective products, not for any disadvantages arising from an interruption of operations in connection with an exchange of defective items against faultless items, the cost of removal or installation, damage to items being in Hint’s custody for being worked on by Hint that occurs during such custody or during the manufacturing process, or any claims raised against the Customer by the Customer ́s client.
15.5. Hint’s liability for any damage to property as defined under the Product Liability Act (Produkthaftungsgesetz – “PHG“) suffered by the Customer as an entrepreneur as well as any product liability claims raised under any other statutory provisions shall be excluded. The Customer expressly waives the right to assert claims for any damage to property suffered by the Customer in its business operations (Section 9 PHG).
15.6. In the event of the Customer reselling the Products to another entrepreneur, the Customer agrees to also require from such other entrepreneur a waiver in accordance with Section 9 PHG referred to above and to oblige in the same manner such other entrepreneur to demand in turn such waiver on the event of a further resale. If the Customer fails to demand such waiver, the Customer shall fully indemnify and hold harmless Hint in this respect against any legal action and to reimburse to Hint all expenses incurred in connection with strict liability.
15.7. If the Customer should be held liable under the PHG, the Customer expressly waives any right to have recourse against Hint.
15.8 Hint’s liability for damages with respect to the Customer’s client shall be limited in the same manner as Hint’s liability to the Customer. In case of re-sale, Customer shall limit in the same manner any such claims for damage that its client may have.

16. TERMINATION
16.1. Hint shall have the right to require the immediate surrender of any Products/Services delivered but not yet fully paid if Customer does not punctually or fully meet his payment obligations towards Hint if bankruptcy or judicial composition proceedings concerning Customer ́s assets have been applied for if Customer actually discontinues payment or is seeking to make out-of-court arrangements with its creditors. Any costs incurred by Hint in asserting its right under the conditional sales agreement shall be borne by Customer.
16.2. Repossession of the Products by Hint shall not constitute an automatic cancellation of the relevant Purchase Order. Repossession of Products sold under the conditional sales agreement shall not prejudice Hint’s right to claim damage for non- performance.
16.3. In the event Hint has valid reasons to assume that Customer shall fail to perform any obligation under the Purchase Order or any agreement connected therewith without providing adequate security; or in case Customer (i) fails to perform any obligation under the Purchase Order which, upon written notice by Hint remains unfulfilled for thirty
(30) calendar days thereafter; (ii) becomes subject to change of control or ownership; (iii) terminates or suspends its business activities, becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority or becomes subject to any bankruptcy or insolvency proceedings; Hint shall be entitled, immediately and without warning or notice of default and without any liability or prejudice to any other remedy and/or right which Hint may have, either to claim immediate fulfillment of Customer’s obligations or cancel the Purchase Order, obtain possession of the Products and/or recover from Customer any amounts due.

17. FORCE MAJEURE
Parties shall not be responsible for any delay or failure in performing their obligations under a Purchase Order, if due to Force Majeure. For the purpose hereof, Force Majeure shall mean a delay in or failure of the performance of obligations which is directly and solely attributable to events that are compelling, unforeseeable, unavoidable, outside of the invoking Party’s control and not due to any fault and negligence on its part. Force Majeure may include, but is not limited to, the following events or circumstances:
– war, hostilities, invasion, acts of foreign enemies;
– rebellion, terrorism, revolution, insurrection, military or usurped power, civil war;
– riot, commotion, disorder, strike, or lockout by persons other than the invoking Party’s personnel;
– munitions, explosive materials, ionizing radiation, or contamination by radioactivity, except as may be attributable to Hint’s or Customer’s use of such munitions, explosives, radiation, or radioactive material;
– natural catastrophes such as floods, earthquakes, hurricanes, typhoons, or volcanic activity.
In case of any of the above events, Parties will promptly notify the other Party of such delay or failure in writing and if a Force Majeure situation exceeds sixty (60) days, Parties shall have the right to terminate the Purchase Order without liability. In case of termination of the Purchase Order, goods belonging to Customer which are in the possession of Hint shall be returned or held at Customer’s expense and risk as from the termination date of the Purchase Order.
If Hint has already partly met its obligations when a Force Majeure situation occurs or if Hint can only partly meet its obligations, Hint shall be entitled to invoice the part already performed and/or to be performed and the related payment shall be due by Customer.

18. CONFIDENTIALITY
Either Party shall keep strictly confidential all of the other Party’s confidential and sensitive information of which it becomes aware of in the course of the execution of a Purchase Order and Parties shall take adequate measures to ensure that their personnel and other engaged personnel shall equally comply with this confidentiality commitment. This confidentiality commitment shall not apply to information that (i) is already known to the recipient or is publicly available at the time of disclosure, (ii) is

legally disclosed to the recipient by a third party without an obligation of confidentiality, (iii) becomes publicly available after disclosure without any fault of the recipient, (iv) the recipient can prove is independently developed by the recipient without reliance or reference to the information of the discloser, or (v) is required to be disclosed by law or public order.

19. EXPORT RESTRICTIONS
In the course of performing their respective duties hereunder, either Party agrees to comply with all applicable laws and regulations. In particular, Parties shall comply with the export administration and control laws and regulations of the European Union and of any country relevant to the cooperation contemplated hereunder, including those of Japan. Customer shall not knowingly use or export any of the Products if:
a) Products shall be used for the erection, operation, or mounting in a nuclear technology plant, or;
b) Products shall be used for the erection, operation of a plant for research, production, use, storage, or maintenance of armaments or ammunition as per EU Decree 1334/2000, including but not limited to chemical weapons, biological weapons, or missiles thereof, or;
c) the country of final destination is any country to which export regulations of the UN, EU or Japan, or Hint’s export compliance policies apply;
The customer shall exert all reasonable efforts in collecting all information necessary to comply with the above. In all relevant cases, the Customer shall apply for an appropriate approval of Hint and export license of the proper authorities and Hint. Should no such approval and export license be granted, the Customer shall refrain from the intended use or export.

20. ASSIGNMENT AND SUBCONTRACTING
20.1. Parties shall not, in any manner or degree assign or transfer, directly or indirectly, these GTCS or a Purchase Order or any part thereof or any share or interest therein, without the prior written consent of the other Party. Such consent shall not be unreasonably withheld.
20.2. Hint may subcontract part or all of its obligations under a Purchase Order, provided Hint shall remain fully liable and responsible for the acts of the subcontractor and compliance with the terms and conditions of these GTCS and the relevant Purchase Order.

21. SOFTWARE AND ADVICE 

Definitions:
– Advice: the provision of advice with regard to automation and/or organization, the performance of feasibility studies, the performance of consultancy, the performance of system analyses, the selection of equipment, the provision of support with the development of Software, the giving of tuition, courses or training, and/or the organization of courses or training.
– Supplier: supplementary to the definition given in the Conditions this also denotes the third party engaged on behalf of the original Supplier for the development of Software, or for the development of a Standard Package, or for the provision of Advice.
– Bespoke software: Software specially developed by the Supplier for the Other Party.
– Software: computer program(s) recorded on a computer-readable carrier, as well as websites and related documentation, irrespective of the form of this documentation, whereby a computer shall also denote any apparatus that is able to process a series of instructions such as PLCs, controls, routers, etc.
– Standard Package: Software that is generally available on the market and not specially developed for the Other Party, nor adapted, modified, or expanded for the Other Party.
– Activities: supplementary to the definition given in the Conditions whereby Activities are related to the delivery of a Work, this shall likewise denote other activities described in the agreement that the Supplier shall undertake on behalf of the Other Party.

22. DEVELOPMENT AND USAGE RIGHTS
22.1. The Supplier shall develop the Software with due care on the basis of the data, information, and specifications provided by the Other Party.
22.2. Insofar as the Supplier has not presented the Other Party with the specifications at the start of the order, the parties shall record them in writing in mutual consultation during the development of the Software.
22.3. Development of Bespoke software shall only take place on the basis of the written specifications for the Bespoke software referred to in 22.2 (where it shall also be established by what means the development shall take place), and furthermore on the basis of the data and information provided by the Other Party to the Supplier for the development. The Other Party is responsible for the correctness, completeness, relevance, and reliability of this data and information. The Other Party shall supply the necessary data in the format required by the Supplier for his Activities and on the data carriers requested by the Supplier. The Supplier is not obliged to implement data conversions.
22.4. The Supplier is permitted to test the correctness, completeness, and consistency of the data, information, and specifications referred to in 22.3. If in the opinion of the Supplier, they contain flaws, he is entitled to postpone his Activities until the Other Party remedies these flaws. In such a case the Other Party, without prejudice to the rights of the Supplier with regard to compensation for damages, will be liable to the Supplier for the costs of work already carried out in pursuance of the execution of the agreement and, moreover, the Supplier is entitled to pass on any extra costs incurred, in accordance with his standard rates. The Other Party cannot derive any right to reimbursement from such postponement by the Supplier, irrespective of the legal grounds.
22.5. The Other Party is entitled to repair faults in Software provided to him if this is necessary for the intended use of the Software. Where mention is made in the Conditions of “faults”, this shall denote the substantial non-compliance with the functional or technical specifications notified in writing by the Supplier, and, in the case of Bespoke software and websites, with the functional or technical specifications expressly agreed in writing or provided between the parties. A fault shall only be deemed to be present if the Other Party can demonstrate it and it is reproducible. The Other Party must notify the Supplier without delay.
22.6. Except when and insofar as may be agreed otherwise, and on condition that the Other Party has complied with his obligations towards the Supplier, the Other Party shall only receive usage rights to the Software and Bespoke Software for use within his own company. Only if the source code is delivered to the Other Party by arrangement is the Other Party permitted to make adjustments. If the Supplier is legally obliged to provide the source code to the Other Party the Other Party must pay a reasonable reimbursement for this.
22.7. The Supplier himself is at all times entitled to use, apply and develop the Software and Bespoke Software that he has developed, or which has been developed on his behalf or which he has commissioned, and to allow others to do so.

23. DELIVERY, TESTS AND ACCEPTANCE
23.1. If an agreement has been made to develop the Software and Bespoke Software in steps or in phases then the Supplier is entitled to delay or postpone all or a part of the Activities of the following step until such time as the Other Party has approved, in writing, the results of the previous step(s) or phase(s.
23.2. The parties can agree to change and/or extend the Activities or Work previously agreed. If a fixed price has been previously agreed then the Supplier will inform the Other Party of the extra costs involved for the required change(s) or extension(s). In the case of changes or extensions, the delivery time or the point in time when the Activities or Work are planned for completion will be extended or postponed as appropriate.
23.3. If, in the opinion of the Supplier during the execution of the agreed Activities, it appears that a change and/or extension is necessary or desirable and it has been agreed that the Software is to be developed on a fixed price basis, then the Supplier will inform the Other Party of the additional costs resulting from the change or extension. If the Other Party does not agree to the suggested change(s) and/or extension(s) and the associated price increase in writing within fourteen days then the Supplier is entitled to delay or postpone the execution of the Activities. In this case, the Other Party shall be obliged to reimburse any Activities already carried out by the Supplier on the basis of the Supplier’s applicable rates, notwithstanding the right of the Supplier to claim compensation. If the Supplier informs the Other Party about a necessary or desirable change or extension then the delivery time or time of completion of the Activities will be extended or pushed out by at least three weeks, moreover, if a change or extension of the Activities occurs then the delivery time or time of completion of the Activities will be extended further or postponed accordingly.
23.4. The Supplier will deliver the Software developed according to the specification referred to in Article 22.1 ready for use. After delivery ready for use the Software will be deemed to have been accepted by the Other Party. If an acceptance test has been agreed then the Software will be deemed as accepted by the Other Party after it has actually been accepted by the Other Party or fourteen days after the delivery of the Software in the usable form if the Other Party has not informed the Supplier in writing of any faults. Otherwise, the Software shall be deemed to be fully accepted if the Other Party makes any use of it for operational or production purposes prior to express acceptance.
23.5. Acceptance of the Software may not be refused for minor faults, i.e. faults that are not substantial as specified in 22.5, and acceptance may also not be refused for aspects that can only be assessed subjectively.
23.6. The Other Party is entitled to test the Software or allow the Software to be tested for a period of fourteen days from the date of delivery of the ready-to-use Software if and insofar as this has been agreed in writing between the parties. This test will consist of the execution of a collection of test cases provided by the Other Party to the Supplier for the tests well before delivery of the ready-to-use Software in the form of a comprehensible and usable test protocol. Elements, aspects, or characteristics of the Software that are not described in the specifications notified by the Supplier at the time of the order shall not form part of the acceptance tests.
23.7. If, during the execution of the test referred to in Article 23.6, it appears that the progress of the test is being impeded by faults in the Software then the Other Party will provide the Supplier with the most detailed possible written information; in this case, the test period of fourteen days will be suspended until such time as the faults have been rectified.
23.8. If, during the execution of the test referred to in Article 23.6, it appears that there are faults in the Software and that it does not conform to the written specifications previously agreed then the Other Party is obliged to provide the Supplier with the most detailed possible written information immediately after the completion of the test period. The Supplier shall then rectify the stated faults within a reasonable period; such rectification may only be free of charge when a fixed price has been agreed for the development of the Software; in other cases, the Other Party is obliged to settle the costs charged for this by the Supplier.
23.9. The guarantee period in the case of Software development is three months from the date of acceptance; during this period the Supplier will do his best to rectify any faults resulting from the failure of the Software to conform with the previously written specifications presented by the Other Party to the Supplier. Such rectification shall be

free of charge if a fixed price has been agreed for the development of the Software unless the faults are caused by or related to usage faults on the part of the Other Party or other reasons not attributable to the Supplier, or where the faults could have been identified in the execution of the test referred to in Article 23.6.
23.10. If no fixed price is agreed the Supplier may always charge the costs of rectification to the Other Party. The guarantee does not cover the recovery of any lost data. Furthermore, the guarantee lapses if the Software is amended or changed by anyone other than the Supplier or is used injudiciously. The Supplier does not guarantee that the Software is flawless or will function without interruption or without faults, or that all faults shall be rectified or corrected.
23.11. When a maintenance agreement for the Software has been made with the Supplier then the Other Party is obliged to notify the Supplier immediately and clearly in writing about any faults detected in the Software. After receipt of this notification, the Supplier will do his best to rectify the faults if the Software does not conform to the specifications referred to in Article 22.1. Recovery of lost data is not covered by the maintenance agreement. If the faults are caused by or related to usage faults on the part of the Other Party or other reasons not attributable to the Supplier then the Supplier is entitled to pass on the rectification costs to the Other Party and the Other Party is obliged to settle these costs. If the faults are caused by or related to changes or amendments in the Software made by anyone other than the Supplier or by injudicious use, then the Supplier is entitled to refuse rectification or, if rectification is undertaken, to charge all rectification costs to the Other Party.

24. STANDARD PACKAGE
24.1. If the Supplier grants the Other Party the right to use a Standard Package developed by the Supplier then this comprises only the non-exclusive right to use the Standard Package in the way described below.
24.2. The Standard Package may be used by the Other Party exclusively on one processing unit, with the understanding that the Software of the Standard Package may be used on another processing unit if there is a temporary failure of the first processing unit and only for so long as the failure lasts.
24.3. When and insofar as no other conditions have been set by the Supplier, the Other Party is entitled, for security reasons, to make a maximum of two backup copies of the Standard package; these copies may only be used for the replacement of original material which has been rendered unusable. The copies must have the same labels and markings as the original material.
24.4. The right to use the Standard Package may not be transferred to third parties without the prior written permission of the Supplier. Furthermore, the Other Party is not permitted to sell, rent or transfer a Standard Package or a copy thereof or to give it or to make it available to third parties or to use it or allow it to be used for the benefit of third parties or to use it as security.
24.5. The source code of the Software contained in a Standard Package will not be made available to the Other Party.
24.6. The ownership of the Standard Package and the rights relating to industrial and intellectual ownership with respect to the Standard Package remains with the Supplier and will be respected by the Other Party. Markings relating to rights of industrial or intellectual ownership such as author’s right markings will not be removed or made unreadable or unrecognizable by the Other Party.
24.7. By entering into an agreement concerning or relating to a Standard Package developed by the Supplier, the Other party declares that he knows that the Standard Package contains confidential information and business secrets of the Supplier. The Other Party is obliged to keep the Standard Package secret and not to make it known or allow it to be made known to third parties.
24.8. Contrary to the period specified in Article 14. of these Conditions the guarantee period in the case of a Standard Package is three months from the date of delivery; during this period the Supplier will do his best to rectify any faults resulting from the failure of the Software of the Standard Package to conform to the user- manual of the Standard Package. Such rectification will only be free of charge if a maintenance contract has been signed or when a usage fee has been agreed which includes maintenance and unless the faults are caused by or related to usage faults on the part of the Other Party or other reasons not attributable to the Supplier. In other cases, the costs of rectification shall always be (able to be) charged to the Other Party. The guarantee does not cover the recovery of any lost data. The guarantee lapses if the Standard Package is amended or changed by anyone other than the Supplier. Furthermore, the guarantee does not apply with regard to faults resulting from or connected with the Millennium Bug. The Supplier does not guarantee that the Standard Package will function without interruption or without faults, or that all faults shall be rectified or corrected.
24.9. When a maintenance agreement for the Standard Package has been made with the Supplier or when a usage fee has been agreed which includes maintenance then the Other Party is obliged to notify the Supplier immediately and clearly in writing about any faults detected in the Software of the Standard Package. After receipt of this notification, the Supplier will do his best to rectify the faults if the Software of the Standard Package does conform to the user manual of the Standard Package. Recovery of lost data is not covered by the maintenance agreement. If the faults are caused by or relate to usage faults on the part of the Other Party or other reasons not attributable to the Supplier then the Supplier is entitled to charge the rectification costs to the Other Party. If the faults are caused by or related to changes or amendments in the Software of the Standard Package made by anyone other than the Supplier, then the Supplier is entitled to refuse rectification or, if rectification is undertaken, to charge all rectification costs to the Other Party.
24.10. When a maintenance agreement has been made with regard to a Standard Package developed by the Supplier and an improved version of the Standard Package becomes available for the market the Supplier will then make this version available for the Other Party. Without prejudice to the provisions in Article 24.8 and three months after the release of the new version, the Supplier will no longer be obliged to rectify faults in older versions. If a new version of the Standard Package offers more possibilities and/or functionality than older versions then the Supplier is entitled to charge a fee for making the new version available.
24.11. When the Supplier provides only the right to use a Standard Package from a third party in accordance with the conditions of use or licensing agreement of or with the third party or if maintenance with regard to a Standard Package is performed on the basis of the conditions of an agreement between the Supplier and a third party, then the provisions of Articles 24.1 to 24.10 of these Conditions do not apply and they are replaced by the provisions of the relevant agreement(s) that the Supplier has with the third party or parties. The Supplier, at the request of the Other Party, will provide information about the provisions that are applicable.

25. ADVICE
25.1. If it has been agreed that Advice will be provided in steps or phases then the Supplier is entitled to postpone or defer the Activities involved in the following step or phase or a part of these activities until such time as the Other Party has approved in writing the results of the previous step(s) or phases(s).
25.2. The parties can agree to change and/or extend the Activities previously agreed. If a fixed price has been agreed then the Supplier will inform the Other Party of the price increase involved as a result of the desired or agreed change(s) or extension(s). In the case of changes or extensions, the completion dates for the Activities shall be extended accordingly.
25.3. If the Supplier during the execution of the agreed Activities feels that a change and/or extension to them is necessary or desirable then the Supplier shall inform the Other Party about this and, where a fixed price has been agreed for the Advice, the Supplier shall also inform the Other Party of the price increase required for the change or extension. If the Other Party does not agree to the proposed change(s) and/or extension(s) in writing within fourteen days, the Supplier shall be entitled to postpone or delay the execution of the Activities in which case the Other Party is obliged to pay the costs of the already performed Activities in accordance with the Supplier’s rates irrespective of whether a fixed price has been agreed and without prejudice to the right of the Supplier to demand compensation. If the Supplier informs the Other Party about a necessary or desirable change or extension then the date on which the Advice is to be completed will be extended by at least three weeks, and, furthermore, if a change or extension of the Activities actually takes place, this completion date will be extended correspondingly.

26. WEEE – WASTE OF ELECTRICAL AND ELECTRONIC EQUIPMENT
Any duty and/or costs for decommissioning, transport, treatment, recovery, recycling, and disposal of Products subject to Directive 2002/96/EC on Waste of Electrical and
Electronic Equipment (WEEE) shall be for the Customer’s account. In countries where Hint participates in waste collection schemes, the Customer shall deliver WEEE-declared products to a Waste Treatment Facility (WTF) designated by Hint for treatment and disposal in accordance with the WTF protocol. A WEEE declared Product shall not be re-used or re-marketed without prior written approval by Hint. Customer shall indemnify and hold Hint harmless against any fines, penalties, damages, and/or claims resulting from or relating to failure by Customer to fulfill its obligations under this article.

27. GOVERNING LAW AND DISPUTE RESOLUTION
27.1. These GTCS shall be governed by and interpreted in accordance with the laws of the country where Hint has its registered office. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention 1980) is explicitly excluded. All disputes arising from or relating to the Purchase Order and/or these GTCS shall be submitted to the exclusive jurisdiction of the competent court in the country where Hint has its registered office.
27.2. Disputes arising from an agreement concluded between the Supplier and the Other Party shall be presented to the authorized judge of the district in which the Supplier is located as judge of first instance, with the proviso that if a particular judge is mandatorily appointed as competent judge then the dispute will be decided in the first instance by the judge so appointed, in either case without prejudice to the right of the Supplier to seizure or to take other provisional measures at the place(s) and before the legal bodies that the Supplier wishes.
27.3. The provisions of Article 27.2 leave intact the right of the Supplier to bring the dispute before a judge qualified according to the normal competency rules or to obtain a settlement by means of arbitration or binding advice according to the Convention of New York on the Recognition and Enforcement of Foreign Arbitral Awards, International Chamber of Commerce Court of Arbitration.