Terms and Conditions Terms and Conditions

Sales conditions Neo Global Group B.V.

Article 1 Definitions 1.1

In these sales conditions, the following terms are used in the following meaning, unless explicitly stated otherwise or the context shows otherwise: a. Neo Global Group: the user of these sales conditions: Neo Global Group B.V. established at Singaporestraat 71 in Rotterdam, the Netherlands, registered with the Kamer van Koophandel under KvK-number 62989529; b. product: the product that Neo Global Group supplies under the agreement; c. agreement: the purchase agreement between Neo Global Group and the customer; d. customer: the company that has entered into an agreement with Neo Global Group.

Article 2 General information

2.1 These sales conditions apply to all agreements between Neo Global Group and the customer.

2.2 Any deviations from these sales conditions are only valid if expressly agreed in writing or electronically.

2.3 The applicability of any purchase conditions or other conditions of the customer is expressly rejected.

2.4 Once these sales conditions have applied to a legal relationship between Neo Global Group and the customer, the customer is deemed to have agreed in advance to the applicability of these sales conditions to agreements subsequently concluded and to be concluded.

2.5 If one or more of the provisions in these sales conditions are void or should be annulled, the other provisions of these sales conditions remain fully applicable. In that case, Neo Global Group has the right to substitute for it a provision that is not unreasonably onerous for the customer and that comes as close as possible to the invalid provision.

2.6 Neo Global Group has the right to change these sales conditions. The customer will be informed of the changed sales conditions by e-mail. The changed sales conditions apply to all orders placed by the customer after the customer has been notified of the changed sales conditions.

Article 3 Offer and prices

3.1 Existing customers will receive a monthly list of products and prices from Neo Global Group via e-mail. The duration of certain offers is clearly made known to the customer.

3.2 Every offer and all offers from Neo Global Group are without obligation.

3.3 Neo Global Group is not bound by its offer if there are obvious errors in its offers, price lists or e-mail messages.

3.4 The product range of Neo Global Group can be changed at any time.

3.5 Offers, quotations and prices do not automatically apply to future orders.

3.6 The customer must keep the prices of the products secret. The quotations / offers / prices and other documents provided by Neo Global Group to the customer may not: a. be multiplied; b. be made known to third parties; c. be published in any way.

3.7 Prices stated are in euros, excluding VAT, transport costs and any customs costs. 3.8 Neo Global Group has the right to adjust its prices from time to time. Article 4 Conclusion of the agreement

4.1 The agreement is concluded after the customer has expressly agreed to the offer / quotation of Neo Global Group within the term of the offer.

Article 5 Cancellation

5.1 As long as Neo Global Group has not yet given the order to the carrier, the customer can cancel the agreement free of charge. If the customer cancels the agreement after the order has been given to the carrier, the customer must return the products to Neo Global Group at his expense and risk.

5.2 Cancellation must be made by telephone or e-mail.

Article 6 Execution of the agreement

6.1 Neo Global Group will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, all this on the basis of the state of the art known at that time.

6.2 Neo Global Group has the right to have the agreement (partly) performed by third parties.

Article 7 Delivery

7.1 Delivery takes place ex-works, unless Article

7.2 applies. Neo Global Group takes care of the transport on behalf of the customer. The costs of the transport will be charged to the customer. The risk of the transport rests with the customer. Neo Global Group can insure the shipment at the request of the customer. The costs are passed on to the customer.

7.2 If the order is placed in person at the location of the customer or of Neo Global Group, delivery will take place at the location where the order is placed, unless parties have agreed that Neo Global Group will deliver the order later. In such a case, article

7.1 applies.

7.3 The customer must ensure that the location where the order is to be delivered is easily accessible for the means of transport with which the order is transported.

Article 8 Delivery period

8.1 In principle, the products are put on transport the working day after the order has been placed, unless: a. the customer must pay in advance; b. parties have made other agreements regarding the delivery.

8.2 If the order is to be delivered within Europe, the delivery period, counting from the moment that Neo Global Group has given the order to the carrier, is usually 3 working days.

8.3 For Data products, the term stated in

Article 8.2 is 10 to 15 working days.

8.4 Delivery periods are always approximate. A stated delivery period can never be regarded as a strict deadline. Exceeding the delivery term does not entitle the customer to compensation or any other form of compensation.

8.5 In the event that a delivery period agreed with the customer is exceeded as a result of an event, which is in fact beyond Neo Global Group's control and cannot be attributed to its (in)actions, as described in Article 14, among other things, this period shall be automatically extended by the period exceeded as a result of such an event.

Article 9 Billing and payment

9.1 Invoicing to new customers takes place in advance, unless otherwise agreed.

9.2 nvoicing for Data products takes place in advance.

9.3 Invoicing to existing customer takes place immediately after delivery of the order, unless otherwise agreed.

9.4 The customer must pay the invoices received from Neo Global Group within 30 days after the invoice date. 9.5 If Article 7.2 applies (delivery in person), the invoice for the order can be paid in cash to Neo Global Group, unless the invoice amount is € 10,000 or higher. In such a case, payment must be made by bank transfer. 9.6 Payment must be made without discount or setoff.

9.7 If the customer does not pay on time, a reminder will be sent to the customer and the customer will be immediately in default and the statutory commercial interest, in accordance with Article 6:119a of the Dutch Civil Code, will be charged to the customer from the date the payment time period was exceeded until the time of complete payment of the amount due. If the customer does not comply with the reminder sent, Neo Global Group is entitled to pass on the claim for collection. All judicial and extrajudicial collection costs incurred by Neo Global Group to collect the claim on the customer are for the account of the customer. The extrajudicial collection costs are set at 15% of the principal with a minimum of € 150. 9.8 In the event of liquidation, bankruptcy, attachment or suspension of payment of the customer, the claims of Neo Global Group on the customer are immediately due and payable. 9.9 Each payment by the customer first serves to pay the interest owed and subsequently to pay the costs related to the collection. Only after payment of these amounts does any payment by the customer serve to pay the outstanding principal.

Article 10 Obligations of the customer

10.1 The customer shall ensure that all data, which Neo Global Group indicates is necessary or which the customer should reasonably understand to be necessary for the execution of the agreement, is made available to Neo Global Group in a timely manner. 10.2 For observance of all legal and otherwise applicable regulations that apply in the country where the customer is established in connection with the possession, transport, storage and resale of the product in any way whatsoever, only the customer responsible. 10.3 The customer indemnifies Neo Global Group against any claims from third parties that suffer damage in connection with the execution of the agreement and which is attributable to the customer.

Article 11 Retention of title

11.1 All delivered and yet to be delivered products remain the exclusive property of Neo Global Group until all claims that Neo Global Group has or will obtain against the customer have been paid in full. 11.2 As long as ownership of the products has not passed to the customer, the customer may not: a. pledge; b. grant any other right to it to third parties; c. resell outside his normal business activities. 11.3 he customer is obliged to store the products delivered under retention of title with due care and as recognizable property of Neo Global Group. The customer must always do everything that can reasonably be expected of him to safeguard the property rights of Neo Global Group. 11.4 If the customer does not or not fully comply with his obligations towards Neo Global Group and in case of termination of the agreement, for whatever reason, Neo Global Group is entitled to take back all products subject to retention of title without prior notice of default or judicial intervention, without prejudice to Neo Global Group's right to full compensation.. 11.5 If Neo Global Group wishes to exercise its right, as described in this article, the customer is obliged to grant Neo Global Group access to all locations where Neo Global Group's products are located. 11.6 In the event of attachment, suspension of payment or bankruptcy, the customer will immediately notify Neo Global Group and notify the bailiff, administrator or receiver in charge of the (property) rights of Neo Global Group. 11.7 The provisions referred to in this article are without prejudice to the other rights of Neo Global Group.

Article 12 Complaints and warranty

12.1 The customer is obliged to check the delivered products immediately upon delivery. In particular, the customer must check: a. whether the correct products have been delivered; b. whether the correct number has been delivered. 12.2 Complaints about the delivered order must be made known to Neo Global Group as soon as possible after delivery. If the customer shows that the delivered order is not correct, Neo Global Group will supply the missing parts of the order and / or supply the correct products. 12.3 The customer is obliged to give Neo Global Group the opportunity to check a complaint. The fact that Neo Global Group is investigating a complaint does not imply that Neo Global Group acknowledges that the delivered order is incorrect or defective. 12.4 The product, with the exception of Micro SD cards, see article 12.5, is is covered by a warranty of 1 year from the moment the customer has resold the product to an end user. 12.5 Micro SD cards are covered by a 10-year warranty from the moment the customer has resold the Micro SD card to an end user. 12.6 If the warranty is invoked, the proof of purchase from the end user must be provided to Neo Global Group. 12.7 If during the warranty period the product shows a defect and Neo Global Group honors the claim under the warranty, Neo Global Group, at its option, will: a. repair the defect or have it repaired at its expense; b. provide a replacement part; c. credit and refund part of the price; d. replace the product. 12.8 Complaints about the product will not be (further) processed and an appeal to the warranty will not be honored if:: a. defects in the product are not immediately reported to Neo Global Group after it has been discovered; b. defects are the result of improper use; c. there is normal wear; d. the product has not been used in accordance with the destination for which the product was made; e. controls have not been followed up accurately; f. the product has not been used in accordance with the instructions for use; g. work and / or changes and / or repairs to the product have been carried out by the customer and / or third parties; h. defects are caused by external circumstances such as: natural disasters, explosions, water, accumulation of dirt, landslides, floods and destruction; i. defects are the result of components and / or products not supplied by Neo Global Group; j. there is a slight deviation customary in the trade; k. defects are the result of use outside the technically permissible specifications. 12.9 Delivering a new part and / or performing repair work does not extend the warranty period. 12.10 If the customer wishes to have delivered a new part after the guarantee period and / or that repair work is carried out or if an appeal to the guarantee is not honored in accordance with Article 12.8, the costs of the new part, repair work and the associated shipping costs will be charged to the customer. 12.11 A complaint and / or appeal to the warranty does not suspend the payment obligation of the customer.

Article 13 Liability and limitation

13.1 Neo Global Group cannot be held to compensate for any damage, which is a direct or indirect result of: a. an event, which is in fact beyond his control and can therefore not be attributed to its or her actions, as described in article 14 of these sales conditions; b. any act or negligence on the part of the customer, his subordinates, or other persons employed by or on behalf of the customer. 13.2 Neo Global Group is not liable for damage of any kind, because Neo Global Group has assumed incorrect and / or incomplete information provided by the customer. 13.3 Neo Global Group is not liable for mutilation or loss of data resulting from the transmission of the data using telecommunication facilities. 13.4 Neo Global Group is not liable for damage to or caused by the product due to, for example, incorrect or inexpert use or use of the product in violation of the user manual. 13.5 If the customer or a third party makes changes or has them made to the product, Neo Global Group excludes any liability. 13.6 If, in its opinion, Neo Global Group is obliged to take measures or to cooperate in recall campaigns to prevent (further) damage as a result of claims by end users on the grounds of a lack of delivered products, the customer undertakes to take such measures. to cooperate. Neo Global Group can never be held liable for damage suffered by the customer through initiated recall actions. 13.7 Neo Global Group is never liable for indirect damage or consequential damage, including loss of profit, lost turnover, reputational damage, missed savings, environmental damage, delay damage, transport costs, labor costs, business damage, stagnation damage and imposed fines. 13.8 If Neo Global Group is liable for any damage, the liability of Neo Global Group is limited to the amount of the payment made by the insurer of Neo Global Group. If in any case the insurer does not pay out or the damage is not covered by the insurance, Neo Global Group's liability is limited to the amount paid by the customer for the product to which the liability relates. 13.9 Any rights of action and other powers of the customer on whatever account towards Neo Global Group expire in any case after a period of 1 year from the moment when a fact arises that the customer can use these rights and / or powers towards Neo Global Group. 13.10 The customer indemnifies Neo Global Group against claims that third parties bring against Neo Global Group in respect of incidents, acts or omissions, for which Neo Global Group is not liable under the foregoing. The customer is obliged to indemnify Neo Global Group on first request for all costs, damages and interests that may arise for Neo Global Group as a direct or indirect result of a claim brought against it by a third party as referred to in this paragraph. 13.11 If the customer does not, not in a timely manner or not properly fulfill his contractual obligations or his obligations arising from the law or acts unlawfully towards Neo Global Group, the customer must compensate all damage that Neo Global Group suffers or has suffered as a result. .

Article 14 Force majeure

14.1 Neo Global Group is not obliged to fulfill one or more obligations under the agreement if it is prevented from doing so as a result of force majeure. Force majeure includes: war and danger of war; terrorism; import and export bans; measures taken by domestic and / or international and / or foreign government bodies; strikes or work stoppages; epidemics; traffic disruptions; weather influences; natural disasters; transport difficulties; fire; theft; failures in energy supply; Internet malfunction; interference in e-mail traffic; computer breach by a third party; changes in laws or regulations. 14.2 Force majeure also means a non-attributable shortcoming of a supplier of Neo Global Group or a third party engaged by Neo Global Group. 14.3 Neo Global Group also has the right to invoke force majeure if the circumstance preventing (further) fulfillment occurs after Neo Global Group should have fulfilled its obligation.

Article 15 Suspension and termination

15.1 Neo Global Group is entitled to suspend the execution of the agreement with immediate effect if Neo Global Group has come to the knowledge after the conclusion of the agreement circumstances give good reason to fear that the customer will not fulfill the obligations. 15.2 Neo Global Group is authorized to dissolve the agreement if the customer does not or not fully comply with the obligations under the agreement. 15.3 Furthermore, Neo Global Group is authorized to dissolve the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or can no longer be required according to the standards of reasonableness and fairness or if circumstances of such nature arise that unaltered maintenance of the agreement cannot reasonably be expected. 15.4 Neo Global Group is entitled to dissolve the agreement if the customer requests a moratorium or this is granted to the customer, if the customer is declared bankrupt or a petition is filed for this, if the customer is unable to meet his debts, proceeds to the termination or liquidation of his company, is placed under guardianship, or if an administrator is appointed. 15.5 If the agreement is (partially) dissolved, the claims of Neo Global Group on the customer are immediately due and payable. If Neo Global Group suspends fulfillment of the obligations, it retains its rights under the law and the agreement. 15.6 Neo Global Group always reserves the right to claim damages.

Article 16 Intellectual property rights

16.1 The customer must at all times respect the intellectual property rights to the products and to the designs of the products.

Article 17 Confidentiality

17.1 Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information. The party receiving confidential information will only use it for the purpose for which it was provided. Confidential information should in any case include the prices of the products and the offers / quotations of Neo Global Group.

17.2

If, on the basis of a legal provision or a court decision, Neo Global Group is obliged to provide confidential information to third parties designated by law or the competent court, and Neo Global Group cannot invoke any legal or competent court recognized or permitted right of non-disclosure, Neo Global Group is not obliged to pay compensation or indemnification and the customer is not entitled to dissolve the agreement on the basis of any damage resulting from this.

Article 18 Applicable law – Attribution of jurisdiction

18.1

The agreement is exclusively, with the express exclusion of any other right, governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.

18.2

All disputes to which the agreement could give rise will be settled exclusively, with the explicit exclusion of any other court, by the competent court in the Netherlands in the district where Neo Global Group is located.