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Terms and Conditions

GENERAL SALES CONDITIONS OF SOUNDS PERFECT B.V. (NOIZEZZ) DATED JUNE 2020

Filed at the Dutch Chamber of Commerce under registration number 77340582.

1. GENERAL

a. These Terms and Conditions will apply exclusively to all offers, confirmations, the sale and/or delivery of goods, the
provision of services (including customer support), subscriptions and invoices of Sounds Perfect B.V. (hereafter: “Noizezz”)
to the Other Party.
b. The applicability of general terms and conditions of the Other Party or any other terms and conditions is excluded. The
Other Party may only rely on stipulations which deviate from and/or supplement these Terms and Conditions if and insofar
as Noizezz has explicitly accepted them in writing. Such deviating and/or supplemental stipulations do not affect the
applicability of any other provisions contained in these Terms and Conditions and apply solely to the agreement for which
they have been explicitly agreed in writing
c. By accepting these Terms and Conditions, the Other Party also agrees to the applicability of these Terms and Conditions
to all future agreements between Noizezz and the Other Party and to all offers, confirmations and (requests for) the delivery
of goods or provision of services.
d. “Other Party” shall mean every (legal) person, its representatives, agents, legal successors or heirs, who have concluded
or wish to conclude an agreement with Noizezz.
e. Noizezz is entitled at all times to amend or supplement these Terms and Conditions. The latest Terms and Conditions
can be found on the website of Noizezz (https://www.noizezz.eu/en/terms-and-conditions/). An amendment of these Terms
and Conditions shall not result in any obligation of Noizezz to compensate the Other Party.
f. Noizezz and the Other Party agree to replace the void or voidable provision by a provision that they would have agreed
upon, if they would have known the voidability or the voidness.
g. If these conditions have been drawn up both in Dutch and in English, in case of any dispute about the contents or scope
of these conditions, the Dutch text shall prevail.

2. OFFERS, CONCLUSION AND CONTENT OF THE AGREEMENT

a. Noizezz reserves the right to refuse orders without giving reasons.
b. The offers submitted by Noizezz remain valid for a period of 30 days, unless stated otherwise. It is not possible to buy
products at the offer price outside this period.
c. The documents provided by Noizezz with the offers remain the property of Noizezz. These documents may not be
multiplied or handed to a third party without express consent.
d. An agreement with Noizezz is only concluded once an order has been accepted orally or in writing. The order
confirmation is deemed to reflect the agreement correctly, unless the other party objects in writing, immediately or in any
case within 7 days.
e. The power to conclude binding agreements is reserved exclusively to the management board of Noizezz. Agreements
concluded by others than the management board only become binding once they have been confirmed by the
management board.
f. After conclusion of the agreement, additional arrangements will be deemed to form part of the agreement.
g. If no offer or order confirmation has been sent, the invoice will be deemed to reflect the agreement correctly and fully,
unless objected to within 7 days after the invoice date.
h. Each agreement is concluded on the suspensive condition that the other party is sufficiently creditworthy to meet its
financial obligations under the agreement. This at the discretion of Noizezz. Noizezz is entitled to require security of the
other party that both financial and other obligations will be met, regardless of the progress in the execution of the
agreement.
i. The other party has an obligation to provide information with regard to the correct execution of the agreement. If the
information provided is incomplete and/or incorrect, Noizezz will not be liable for possible errors in the execution.
j. Noizezz is free to engage third parties for a correct execution of the agreement. The costs thereof will be passed on to
the other party.
k. If the other party wants to have goods delivered at a specific location, the other party will have to arrange for a suitable
location and all other facilities needed to make correct execution of the agreement possible.

3. PRICES

a. All prices are in Euro and excluding VAT, other duties imposed by the government and costs of transport, packing and
shipping.
b. An increase in any cost factor will be passed on through the order price; everything with due observance of
existing statutory regulations. Future price increases that are already known are announced in the order
confirmation.
c. Costs arising through no fault of Noizezz and causing a change in the work may be charged to the other party. The
taking effect of government regulations that were not known and/or could not be known at the time of conclusion of the
agreement may result in extra costs and will be at the expense of the other party.

4. CANCELLATION / TERMINATION

a. If the Other Party – after an Agreement has been established – wishes to cancel or terminate this Agreement,
Noizezz shall be entitled to charge 10% of the order price (excl. VAT) as a cancellation fee, without prejudice to the
right to full compensation including loss of profit.
b. After an agreement has been concluded, no cancellation or termination by the Other Party shall be possible with
regard to the goods originating from Noizezz as these are customized products.
c. Noizezz is entitled at all times to terminate the agreement with immediate effect.
d. An (early) termination or expiry of the agreement shall, under no circumstances, result in any obligation of Noizezz
to compensate the Other Party.

5. INTELLECTUAL PROPERTY

a. All word and/or figurative marks, trade names and/or invented names and/or combinations of words containing
word and/or figurative marks, trade names and invented names of Noizezz or an affiliated enterprise, patents and/or
patent applications, drawings, calculations, descriptions, models, moulds, tools, software, know-how, processes,
methods and techniques developed and/or registered and/or acquired by Noizezz of which the other party becomes
aware, are and remain the property of Noizezz. The information contained in all the above, or underlying the
manufacturing and construction methods, products, etcetera, remain exclusively reserved to Noizezz, even if costs
have been charged therefor.
b. The other party guarantees that, unless to execute the agreement, the aforementioned information will in no way
be used, copied, registered, filed, shown to third parties, disclosed or otherwise disposed of without the written
consent of Noizezz.
c. Data set out in catalogues, images, drawings, statements of size and weight, etcetera, bind Noizezz only if and to
the extent that they have been included in an agreement or order confirmation signed by Noizezz.

6. DELIVERY

a. Unless agreed otherwise, delivery within the Netherlands, shipments over €250,- is carriage paid (in accordance with
Incoterms 2010) delivery outside the Netherlands is ex works (in accordance with Incoterms 2010).
b. The delivery time for the delivery and installation of appliances or earmoulds for deaf and hard-of-hearing persons and
the time for execution of the work are estimated by Noizezz to the best of their ability, unless expressly otherwise has
been agreed in writing.
c. The stated delivery periods do not start until after receipt of the agreed advance payments and all data and documents
to be provided by the other party.
d. Noizezz reserves the right to stop the deliveries agreed with the other party, if the other party fails to pay outstanding
claims with regard to the deliveries of Noizezz.
e. Exceeding the estimated delivery time or the time at which the work would start will not entitle the other party to
compensation or full or partial termination of the agreement, unless due to intent or gross negligence on the part of
Noizezz. If the delivery time is exceeded significantly, Noizezz will enter into consultations with the other party.
f. The other party has an obligation to provide information and an obligation to take out adequate insurance with regard to
goods that are placed with third parties. Noizezz wishes to know at all times where the delivered goods are located. The
other party also has an obligation to cooperate with regard to such goods. The other party must therefore comply with the
request of Noizezz, if Noizezz wants to have goods returned.

7. RISK AND RETENTION OF TITLE

a. Immediately after delivery within the meaning of Article 6, the other party bears the risk of all direct and indirect damage
caused to or by the delivered products, except to the extent that such damage is due to gross negligence on the part of
Noizezz.
b. The ownership of all materials delivered and all goods/products still to be delivered does not pass to the other party until
at the time of full payment by the other party to Noizezz of all that is payable to Noizezz pursuant to the agreement
concluded between Noizezz and the other party, including in any case the claims referred to in Article 3:92, paragraph 2,
of the Dutch Civil Code, including interest and costs.
c. In case of a moratorium, insolvency, application of the Debt Management (Natural Persons) Act (Wet Schuldsanering
Natuurlijke Personen), suspension of payment, liquidation of the other party’s company or death, if the other party is a
natural person, Noizezz will be entitled to reclaim goods delivered that have not or not fully been paid, without further
notice of default or judicial intervention being required, setting off what has already been paid, but without prejudice to all
rights to claim compensation. The other party must fully cooperate with Noizezz, if Noizezz wishes to exercise the
retention of title rights provided in paragraph b by repossessing goods that have not been paid or not fully.
d. As soon as a claim arises, Noizezz acquires a non-possessory pledge on all goods that incorporate materials or of
which materials form part. The order confirmation signed by the other party constitutes the necessary private instrument.
e. If Noizezz concludes a lease or loan for use agreement with the other party, all goods delivered under the lease always
remain the property of Noizezz. If the lease is terminated for any reason, Noizezz will offer the possibility to have the lease
converted into a purchase agreement, provided not without our prior consent. Goods delivered under a loan for use
agreement remain the property of Noizezz.

8. COMPLAINTS

a. Complaints regarding invoices and the work delivered and installed must be filed in writing within 7 days after the
invoice date or the date of delivery and installation of the work. After expiry of this period, the invoice will be deemed to
have been approved.
b. A valid complaint can only result in the agreed performance still being delivered.
c. Complaints do not suspend the payment obligation. If a complaint is considered valid, the payment obligation may only
be suspended to the extent that it relates to the part complained about.

9. PAYMENT

a. Payment must be made, without any discount, deduction or offsetting, cash upon delivery or by transfer to a bank
or girobank account number designated by Noizezz within 14 days after the invoice date, unless agreed otherwise in
writing. The currency date will be determined as the date of payment.
b. Payments made by the Other Party are primarily due as payment for the due interest and costs incurred. After
payment of these costs, payments will be deducted on the outstanding invoice.
c. If payment has not been made within the agreed period, the Other Party shall be legally in default and interest will
be owed on the outstanding amount from the date of invoice. Noizezz shall be entitled to charge contractual interest
of 1% per month (or part thereof). In addition, all extrajudicial and judicial costs incurred or to be incurred shall be
borne by the Other Party. The extrajudicial costs amount to 15% of the invoice amount due and interest with a minimum
of € 80.-. The foregoing shall be without prejudice to all other rights of Noizezz, including the right to specific
performance and full compensation.

10. WARRANTY

a. The warranty for products and work delivered by Noizezz is given subject to the following conditions:
– the warranty only relates to manufacturing defects; no warranty is given for products that show defects due to wear and
tear, consumption or improper use, nor does a warranty apply if the work has been changed by a third party or the other
party itself;
– the warranty period for parts not delivered by Noizezz but by a third party, is the warranty period given by that third party
to Noizezz;
– the warranty period for work executed by Noizezz is one year, unless there are circumstances in which a claim under the
warranty is excluded, for example damage caused by others;
– the warranty period for products originating from Noizezz is three months. If the other party has a problem with a
customized product, the product must be returned to Noizezz within a period of 3 months. Noizezz will then arrange for
proper replacement of the product. The other party will receive a replacement product of the same version as the product
ordered initially.
b. The ownership of parts replaced under the warranty is vested in Noizezz.
c. If the other party fails to meet its contractual obligations, Noizezz will not be bound by any warranty

11. LIABILITY

a. Noizezz will not be liable for any damage/loss caused by (i) a fault against the Other Party, regardless of whether
this is attributable or not, or (ii) an unlawful act against the Other Party, or (iii) any other legal basis.
b. Under no circumstances Noizezz will be liable for company damage, consequential loss and/or indirect damage
(including but not limited to the Other Party’s loss of profit and sales, lost savings, reputation damage and immaterial
damage), reduced goodwill, damage due to business interruption and damage resulting from claims from clients of the
Other Party. Nor is Noizezz liable for damage resulting from inaccurate, incomplete or unreliable information or data
disclosed by the Other Party or for damage which can be attributed to any other act or omission by the Other Party.
Furthermore, Noizezz is not liable for damage resulting from corruption, destruction or loss of data and documentation.
c. Without prejudice to the foregoing provision, the liability of Noizezz is in all cases limited to its warranty obligation,
the charged contract value per event (taking into account that a series of events will be considered as one event), or
– if this is lower – to the amount that is covered by Noizezz liability insurance policy and that is actually paid out in the
matter concerned.
d. The exonerations and limitations as described in the articles 11 (a) up to and including (c) are without prejudice to
all other exonerations and limitations included in this Terms and Conditions.
e. Noizezz can never be liable if it appears that the Other Party is allergic to certain substances that Noizezz uses for
the ordered product.
f. The Other Party indemnifies Noizezz against all claims of third parties, including any legal costs, arising from or
connected with the delivery of goods and/or provision of services from Noizezz to the Other Party.
g. The Other Party shall remain fully responsible for the accuracy and completeness for provided information and
exchanged information with third parties relating to the delivery of goods and/or provision of services. The Other Party
indemnifies Noizezz for all claims made by third parties in that regard, unless the Other Party can demonstrate that
the facts underlying the claim are completely and solely attributable to Noizezz.

12. FORCE MAJEURE

a. Any shortcoming in the fulfilment of its obligations cannot be attributed to Noizezz in the event of force majeure.
b. In these Terms and Conditions force majeure is defined as any circumstance which is independent of the will of
Noizezz, even if this circumstance could have been foreseen at the time that the agreement was concluded, which
fully or partly, permanently or temporarily impedes compliance with the agreement. This includes (but is not limited
to): fire, accidents, (threat or damage of) war, terrorism, mobilization, declaration of martial law and other disturbances,
riots, insurrection, damage, epidemics, pandemics, edemics, natural disasters, weather circumstances, theft and or
loss of tools, materials or information, government measures, sit-ins, serious disruptions to the business of Noizezz
such as strikes, blockades, boycotts, excessive absenteeism, cyber attacks and criminality, disruptions or delays at
internetproviders and the inability to fulfil the agreement due to shortcomings of the suppliers of Noizezz or contracted
(auxiliary) persons or materials, import and export prohibitions or any other legal impediments inland or abroad as well
as facts and circumstances of economic nature.
b. Any force majeure shall solely give Noizezz the right, without judicial intervention, at its own discretion:
(i) to suspend its contractual obligations for the duration of the force majeure event. If the force majeure no longer
occurs, Noizezz shal fulfill its obligations as soon as its planning so allows;
(ii) to terminate (in Dutch: opzeggen or ontbinden) the agreement with immediate effect.
Such suspension or termination shall not result in any liability of Noizezz to pay compensation for any damage of the
Other Party. The Other Party cannot rely on force majeure.

13. EARLY TERMINATION

a. Without prejudice to any other rights Noizezz has, including the right to compensation for all damage suffered or still to
be suffered, and without being held to any compensation or warranty, Noizezz will have the right to terminate all or part of
the agreement or suspend their obligations extrajudicially, without notice of default or judicial intervention being required,
if:
1. the other party is declared insolvent, has applied for or been granted a moratorium, is liquidated, has attachment levied
against it, or transfers or ceases its business operations, or changes its object;
2. the other party fails for any reason to meet one or more of its obligations under the agreement concluded with Noizezz;
3. the other party dies or is placed under guardianship.
b. If an event as referred to in paragraph 1 occurs, all claims of Noizezz against the other party will become immediately
and fully due and payable and Noizezz is entitled to repossess goods already delivered.

14. DATA PROTECTION

a. In this article “Data Protection Legislation” shall mean all legislation applicable to the processing of data under the
agreement, including the Dutch Telecommunications Act and the General Data Protection Regulation (GDPR) as
applicable as of 28 May 2018.
b. Noizezz shall process personal data in accordance with the Data Protection Legislation.
c. Noizezz shall implement appropriate technical and organizational measures to protect personal data against loss
or any other form of unlawful processing.
d. The Other Party guarantees that it shall comply with all legal obligations resulting from the Data Protection
Legislation. In particular the Other Party guarantees that individuals who’s data will be provided to Noizezz, have been
informed as such that both the Other Party and Noizezz comply with their obligations as included in articles 13 and 14
AVG and that, where required, approval of personal data processing has been acquired in accordance with the Data
Protection Legislation. The Other Party shall provide Noizezz immediately in writing all requested information in this
respect.
e. The Other Party indemnifies Noizezz for all claims of third parties, including claims of individuals involved in the
processing of personal data for the delivery of goods and/or provision of services, for violation of the Data Protection
Legislation, unless the Other Party can demonstrate that the facts underlying the claim are completely and solely
attributable to Noizezz.

15. APPLICABLE LAW AND COMPETENT COURT

a. All commitments between Noizezz and the Other Party, these Terms and Conditions and all extra-contractual
obligations arising therefrom or relating thereto, will be interpreted in accordance with and are governed by Dutch law,
with the exclusion of the rules of conflict of laws of Dutch international private law. The applicability of the United
Nations Conventions for the International Sale of Goods 1980 (CISG) is explicitly excluded.
b. All disputes concerning or arising from or relating to an agreement entered into by Noizezz or an offer or confirmation
to which these Terms and Conditions apply in whole or in part, these Terms and Conditions as well as to all extracontractual obligations arising therefrom or relating thereto, will be exclusively submitted to the competent Court in
Amsterdam (the Netherlands).