Terms & Conditions

Introduction:

Bio-Drone was established in 2019 as a think tank for alternative opportunities. Our strategy is to remain small and nimble to have maximum responsiveness to new identified opportunities.

While nothing is happening, everything becomes different. It is the most dangerous trap for any existing business. This is the reason why we want to bring disruptive ideas into reality faster, move the window of opportunity from unthinkable to popular (Teleoperated Wheel Loaders, Teleoperated mining vehicles, Teleoperation centers and more). The ability to adjust and respond makes us stronger because we can always design our next move and implement our vision in smaller steps with higher certainty. Speed of response is the key.

Our business strategy for teleoperation involves using teleoperation technology to improve the productivity of a company's operations. This involves implementing teleoperation systems to remotely control and operate equipment, removing the human operator from hazardous environments.

General Terms and Conditions of Sale of Bio-Drone B.V.

1) General

a) These General Terms and Conditions of Sale (hereafter: “GTCS”) apply to all supplies by Bio- Drone B.V. (hereafter: “BD”) to the accepting party (hereafter: “Customer”) to the extent that they have not been explicitly modified or excluded by an authorized representative of BD in writing. Any prior, possibly contradictory terms and conditions are hereby invalid.
b) Regarding supplies by BD, these GTCS apply exclusively and BD does not acknowledge existing terms and conditions of Customer. These GTCS even apply when BD makes a delivery to a Customer with knowledge of their (possibly deviating or contradictory) terms and conditions without reservation.
c) BD and Customer are individually and collectively hereinafter also referred to as “Party” respectively “Parties”.
d) As used in these GTCS, “Product(s)” means all hardware (hereafter: “Hardware”), software (hereafter: “Software”) and services (hereafter: “Services”) which BD has contracted to supply to Customer under the Contract (as defined in section 2).

2) Offer, Contract

a) The offers and quotations by BD are generally non binding to the extent there has not been an explicit agreement that they are binding.
b) Upon the establishment of a contract between BD and Customer (hereafter: “Contract”), this Contract will together with these GTCS comprehend the entire agreement between the Parties with respect to the Products being supplied by BD, and shall supersede any other agreement, writing, or understanding made before the date of this Contract. Therefore, BD’s contractual obligations are expressly limited to the terms contained therein. The inclusion of any different or additional terms in any other instrument is objected to, and performance by BD shall occur with the express understanding that only the terms and conditions recited therein shall control. The offer or quotation by BD will only become part of the agreement if referenced as such in the Contract.
c) Unless otherwise agreed to in the Contract, the respective documents will apply in the following descending order of precedence:
i) The Contract
ii) The offer or quotation of BD (only applicable if referenced as such in the Contract) iii) These GTCS
d) Orders placed with BD shall only be deemed contractual after they have been confirmed in writing by an authorised representative of BD, in which writing is stated that the Contract has been established. Oral arrangements or promises are ineffective, as are written arrangements or promises by unauthorized personnel or representatives of BD.
e) After the Contract has been established, any amendment to or change of the Contract will only be valid after this has been confirmed in writing by an authorised representative of BD, in which writing is stated that the Contract has been amended respectively changed. Oral arrangements or promises are ineffective, as are written arrangements or promises by unauthorized personnel or representatives of BD.

3) Products

a) All descriptions, drawings, illustrations, designs, particulars of weights and dimensions, performance and production projections and other information of the Products, issued by BD in whatever form, are based on its experience and are such as BD expects to obtain on tests in its works, but are in all events given by way of general descriptions and approximate only. BD shall have no liability for failure to attain such figures unless BD has specifically guaranteed them in writing subject to the recognized tolerances applicable to such figures.

b) It is the policy of BD to endeavour to develop and improve its products and therefore, pursuant to such policy, BD reserves the right to change specifications of the Products without prior notification to the Customer or public announcement.

c) BD makes no promise or representation that the Products will conform to any federal, state or local laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by an authorized representative of BD.

4) Pricing, payment conditions, tax

a) The prices to be paid by Customer for the Products (hereafter: “Prices”) shall be those agreed between the Parties in the Contract. Prices mentioned in price lists are binding only to the extent that they are by reference expressly included in the Contract.
b) Unless otherwise provided for in the Contract, the Prices are factory prices (Ex Works at BD facility in The Netherlands, consistent with Incoterms 2000)
c) Prices are exclusive of, and Customer shall pay, all taxes (VAT and other), duties, customs, levies, fees, or other similar charges imposed on BD or on the Customer by any taxing authority, government or special (inspection) agency, other than taxes imposed on BD's income.
d) Customer shall make its payments in the currency as mentioned in the Contract and without expense to BD.
e) Payments shall be considered made only at such time when BD has actual and irrevocable access to the monies involved.
f) Unless otherwise provided for in the Contract, payments shall be made by bank transfer immediately after the establishment/signing of the Contract.
g) When extended payments are arranged for in the Contract, such payments shall be made within 30 days of the dates on the respective invoices of BD.
h) BD reserves at any time the right to revoke credit and require immediate payment of all outstanding amounts and prepayment for all future deliveries.
i) If the Customer fails to pay by any stipulated date, BD shall be entitled to interest from the day on which payment was due. The rate of interest shall be 1.5% per month or, if less, the maximum amount permitted under law. Furthermore, Customer shall compensate BD for any costs (including legal fees) it makes in collecting any unpaid amounts or in recovering possession of the Products.
j) The Customer may deduct counterclaims from its payments only after they have been determined undisputedly and finally legally established.
k) If payment is not received in time, BD may, by not delivering, make use of its legal retaining lien and thus declare to suspend fulfilment on the Contract.
l) If payment remains absent after notification by BD, BD is entitled to suspend and/or terminate (its obligations under) the Contract. Such suspension and/or termination is further addressed to in Article 14 of these GTCS.
5) Acceptance tests
1. a) The Contract may provide for a factory acceptance test (hereafter: “FAT”) and/or a site acceptance test (hereafter: “SAT”). Unless otherwise agreed any FAT shall be carried out at the BD premises in the Netherlands and any SAT shall be carried out at the Customer premises where the Products are located once ready for testing.
2. b) If test specifications are not arranged for in the Contract, the tests shall be conducted conform standard practice in The Netherlands.
3. c) A FAT or SAT shall start no earlier than BD has declared that a Product is ready for testing. If Customer has indicated that it wants to be present at a test, BD shall inform Customer of respective test to be held at least 5 working days before the actual test is carried out.
4. d) If during a test it becomes apparent that a Product does not meet the requirements, the said Product will be modified so as to meet the requirements immediately. If this proves to beimpossible during the period designated for testing, Customer and/or BD may request a newtest on a later date after remedies have been implemented by BD.
e) Any test will be performed in principle by BD personnel. If Customer wants to involve its own

personnel in a test, Customer may do so only with the consent of BD and without hindering BD and Customer shall be liable for and indemnify BD and third parties for any injury/dead, loss of or damage in connection of such testing by Customer personnel. Customer shall take out suitable insurance-coverage for her liabilities during such testing.
f) All costs Customer makes to be present at tests and/or to be involved in tests shall be borne by the Customer itself.
g) Whenever Customer is not present at a test and BD is of the opinion that the Product passed the test successfully, Customer is deemed to have approved of the success of the test also.

6) Work on location

a) If the Contract provides for any SAT to be performed by BD and/or for any work to be carried out by BD at the premises of Customer, Customer shall arrange for the following:
i) Any preparatory work to the site (building and otherwise) shall be completed.
ii) All BD personnel shall be thoroughly educated by Customer on all relevant safety and/or

security aspects at the site.
iii) Customer shall take all necessary precautions for the safety of BD personnel (and

possibly personnel of suppliers of BD).
iv) Customer shall organize and pay for the disposal of waste.
v) Adequate machines (wheel loaders or any other) (including operating personnel) shall

be made available to BD.
vi) Adequate and secured storage facilities shall made available to BD personnel for locking

up BD materials/tools and personal things.
vii) Customer shall return to BD any tools and parts belonging to BD immediately after being

requested to do so.
viii) Telecommunication/internet facilities shall be made available to BD personnel.

7) Delivery, passing of the risk

a) Unless otherwise agreed to in the Contract, BD shall deliver the Products Ex-Works (consistent with Incoterms 2000), at the BD facility in The Netherlands.
b) Risk of loss of or damage to the Products shall pass to the Customer at the start of loading of the Products on departure from the BD facility in the Netherlands (consistent with Incoterms 2000, Ex Works).
c) Any delivery dates that may be stated by BD are approximate and on a best effort basis. Deliveries prior to or after the scheduled dates or deliveries in a tighter schedule than prior foreseen will be accepted and accommodated for by Customer. BD shall, under no circumstances, be liable for any losses (incurred by Customer or any third party) for delays or for failure to give notice of delay, whether or not caused by or resulting from BD’s fault or negligence. Delay in delivery shall not relieve Customer of its payment obligation and any other obligation as mentioned in the Contract.
d) If any Products cannot be delivered to Customer when ready due to any cause not attributable to BD, upon notice to Customer, BD may place such Products in storage. If such Products are placed in storage, including storage at the facility where manufactured, the following conditions shall apply:
i) all risk of loss or damage shall thereupon pass to Customer if it had not already passed; ii) any amounts otherwise payable to BD upon delivery shall be payable upon presentation

of BD’s invoices;
iii) all expenses incurred by BD, such as for preparation for and placement into storage,

handling, inspection, preservation, insurance, storage, removal charges and any taxes shall be payable by Customer upon submission of BD’s invoices; and
e) when conditions permit and upon payment of all amounts due hereunder, BD shall resume delivery of the Products to the originally agreed point of delivery.Partial deliveries shall be permitted unless the Customer can prove that the partial deliveries represent an unreasonable imposition.It shall be deemed that Products have been delivered in full and in undamaged/good condition unless within 5 working days of delivery of the said Products the Customer gives BD written notification of any damage or shortage, setting out full details thereof. If any damage or shortage notified as aforesaid is the responsibility of BD, it shall at its option repair or replace damaged Products respectively supply additional Products to make up the shortage.

8) Title

a) The Products shall remain the property of the BD until all Prices as mentioned in the Contract have been paid in full and furthermore everything Customer owes to BD is fully paid. Regarding the Products that are subject to the reservation of title the following Sub articles (7b) until 7i)) shall apply:
b) Until property to the Products passes to Customer, Customer shall hold the Products as BD's bailee and shall store or mark them so that they can at all times be identified as BD's property. Without prejudice to Customer’s strict obligations under this condition, if the Products are not so stored and marked, BD shall acquire title in such property with which the Products have been mixed as would represent the value of the Products.
c) In case of processing or merging of the Products with other items not property of BD, the partial property of the newly created item shall be assigned to BD to the extent corresponding to the value of BD’s part at the time of said processing or merging. If Customer gains sole proprietorship of the newly created item, Customer shall without the requirement for a separate agreement assign property rights to BD to the extent corresponding to the value of BD’s part at the time of said processing or merging and maintain it safely without any costs incurring for BD.
d) Until property to these Products passes to Customer, Customer is obliged to treat the Products with care, in particular, it is obliged to sufficiently insure them for the replacement value. BD is entitled to insure the Products at Customer’s expense provided Customer cannot provide proof of itself having purchased appropriate insurance.
e) To the extent maintenance work is necessary on the Products, Customer must timely and properly conduct this at his own expense.
f) The Customer may not mortgage the Products nor pass any rights thereto to third parties as a security, nor make any dispositions to the detriment of any Products still property of BD, except for actions in the context of regular commercial dealings with customers of Customer.
g) In case of liens against the Products ordered or any other actions brought by third parties, the Customer must immediately inform BD in writing in order to enable BD to file suit. In as much as such third party is unable to reimburse BD for the court or out of court costs of said suit filed, the Customer shall be liable for any damages incurred by BD.
h) In case of any violation of the Contract, especially payment default, BD is entitled, at any time before property passes to Customer, after issuing a reminder with a fulfilment period, to repossession of the Products and Customer is obliged to release the Products. Customer shall carry any and all costs incurred in the course of repossession or release. The enforcement of any property title by BD or such repossession of any delivered Products by BD does not constitute a withdrawal from the Contract.
i) Until property in the Products passes to Customer, any proceeds of the sale of the Products by Customer shall be held for the benefit of and in trust for BD.

9) Changes

a) The Products shall be manufactured per the specifications documented in the Contract. Should any Party for any reason wish to make changes to those specifications or should technological advance necessitate or make available changes, then the Party requesting such changes shall notify the other Party promptly in writing and both Parties shall work together in good faith to reach mutual agreement on the changes and the associated costs. Such changes shall then be duly documented and be made part of the Contract as an addendum. Unless otherwise agreed to in writing by both Parties, all additional costs, if any, are the sole responsibility of the Party requesting the changes. BD shall not be required to institute any Customer dictated change until it is established that such change is reasonable possible and feasible and until the Parties have agreed to an equitable adjustment to the Price and the delivery schedule.
b) When it becomes clear that any law, regulation, order or by-law may affect the Products provided under the Contract, the Price for the Products affected by such law, regulation, order or by-laws will be adjusted by BD to reflect the added cost and expense incurred by BD as a result thereof. Any other provisions of the Contract or these GTCS affected by such change, including but not limited to the scheduled delivery date, will be modified accordingly.

10) Intellectual property, Software

a) As a result of the sale of Products no rights in copyright, patents, trademarks, trade secrets, designs, or other intellectual property are granted by BD to Customer except as expressly provided for in the Contract.
b) All proposals, prints, brochures, drawings, designs, data and other information submitted by BD (including those contained on BD’s internet site) are and shall remain the absolute exclusive property of BD together with the copyright therein. Promptly upon request by BD, Customer shall return the same to BD.
c) Any Software delivered to the Customer is provided as licensed only. In consideration of the applicable license fee, Customer is granted a non-exclusive license respectively sub license (in case of Software of suppliers of BD) to use the Software only on the Products and on specific Customer computers. Use of the Software outside the terms of the (sub) license is strictly prohibited. The (sub) license is not a sale of any rights in the Software. All title to, ownership of and all applicable rights and trade secrets in the Software remain with BD or suppliers of BD, as the case may be.
d) Customer may not modify, translate, reverse engineer, decompile, disassemble, otherwise attempt to obtain the source code of, or create derivative works based on, the Software; sell, give sub licences, lease, time share, grant a security interest in, or otherwise transfer rights to the Software; remove any proprietary notices or labels on the Software; or disclose or otherwise make available the Software in any form to anyone other than Customer employees and consultants. Customer shall be fully responsible to BD for the compliance of the persons who are given access to the Software.
e) Customer may make a reasonable number of copies of the Software for backup and archival purposes and also when copying is an essential step in the authorized use of the Products. All copyright and other proprietary or restricted rights notices in the original must be retained on all copies.
f) If applicable, Customer is allowed to give a sub licence of the Software to its customer/end user on the same conditions as apply to the Customer’s licence (as mentioned above). When giving the sub licence Customer will clearly state to its customer/end user that the Software is owned and copyrighted by Seller

11) Warranty

a) BD warrants that Products are free from defects in hardware materials and workmanship. Due to the inherent nature of software products, BD does not warrant the total error-free and uninterrupted performance of Software.

b) The warranties for each Product shall apply to defects which appear within twelve (12) months from delivery of the Product to Customer (hereafter: the “Warranty Period”).

c) Regarding hardware delivered, BD’s obligation under this warranty is limited to the repair, replacement or renewal of defective parts which have been returned to BD by freight transport and after inspection are deemed by BD to be defective. Customer will pay the costs and bear the risks for such freight transport. The decision to supply repaired part(s) or to supply new part(s) for the defective part(s) is solely the prerogative of BD. Regarding Software delivered, under this warranty BD will supply remedied Software for the defective Software. Time spent (and thus costs) by BD’s, Customer’s or third party’s personnel to remove the defective part or the defective Software and to install the new/repaired part or remedied Software is not covered under this warranty.

d) Parts for which replacements are made under this warranty become the property of BD.

e) Customer shall without undue delay notify BD in writing of any defect which appears. Such notice shall under no circumstance be given later than one week after the Warranty Period

has ended. The notice shall contain a description of the defect. If Customer fails to notify BD in writing of a defect without undue delay and within one week after the Warranty Period has ended, it loses the right to have the defect remedied under the warranty as described herein. Where the defect is such that it may cause damage, Customer shall immediately inform BD in writing. Customer shall bear the risk of damage resulting from her failure so to notify and resultingfrom continued use of Products after such defect has been identified.

f) All warranties of a specific Product shall lapse if the said Product does not get all preventive inspection and maintenance cycles (except when BD has in writing instructed otherwise, maintenance on hardware is required at least twice a year), proof of which must be provided by a paid invoice and/or appropriate inspection and maintenance logs. Failure to keep and at BD’s request present the required inspection and maintenance logs will void the warranty in its entirety.

g) All warranties of a specific Product shall lapse if the said Product is altered or adapted in any way without BD’s prior written consent.

h) The warranties set forth herein do not apply to damage caused by negligence, improper repairs, improper use, environmental influences, flood, accident, fire or fair wear and tear.

i) The warranties mentioned herein apply exclusively. To the maximum extent permitted by law BD specifically disclaims all other express or implied warranties and/or agreements including but not limited to the implied warranties of merchantability and fitness for a specific purpose. The sole remedies relating to defects in Products are the replacement or repair as set forth in this warranty clause.

12) Total liability

a) To the maximum extent permitted under applicable law and notwithstanding the remedies for defects as described in Article 11 (Warranty) of these GTCS, BD’s liability to Customer for the Products supplied under the Contract, regardless of the form of action and irrespective of the legal nature of the claim being asserted, shall in no event exceed the amount as irrevocably paid out to BD pursuant to its comprehensive liability insurance policy regarding such claim. BD shall maintain an adequate insurance policy with a reputable European insurance company. Upon request of Customer, BD will provide Customer with a copy of its insurance policy.
b) To the extent BD’s liability is excluded this shall also apply with regard to the (personal) liability of BD’s employees, representatives, agents, subcontractors and suppliers, whether individually or collectively.
c) Customer must not alter or adapt the Products in any way without the BD’s prior written consent. BD accepts no liability for any Products which have been altered or adapted in breach of this condition.

d) BD shall not be responsible for the performance of any Product which incorporates items not supplied by BD unless such performance is expressly designated as BD’s responsibility under the terms of the Contract.
e) In no event, whether as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, shall BD or its subcontractors or suppliers be liable for loss of profit or revenues, loss of use of the Products or any associated equipment, facilities or vessels, cost of capital, cost of substitute products or any associated equipment, facilities, services or replacement power, downtime costs, damage to associated equipment or facilities, claims for damages or costs related to the clean-up, removal, release or threatened release, remediation or disposal of or any response to any hazardous materials, or any special, consequential, incidental, indirect, speculative, punitive or exemplary damages, or claims of Customers’ customers for any of the foregoing damages.

13) Indemnity

a) Customer shall protect, indemnify, defend and hold BD harmless from any and all losses, claims, suits, actions, penalties, assessments, liabilities or expenses of any kind or description (including reasonable attorneys' fees) which BD may suffer as a result of the operation of the Products caused solely by the Customers’ negligent maintenance or operation of the Products contrary to the manual or other instructions furnished by BD to Customer.
b) Customer indemnifies BD against all claims of Customer’s customers as referred to in Sub article 12e).
c) Customer shall protect, indemnify, defend and hold BD harmless from any and all losses, claims, suits, actions, penalties, assessments, liabilities or expenses of any kind or description (including reasonable attorneys' fees) which BD may suffer as a result of any breach of requirements and laws as mentioned in Article 17 after Customer’s receipt of possible export controlled Products.
d) Customer indemnifies BD as stipulated in Sub article 5e).
e) Any Party seeking indemnification (the “Indemnitee”) shall promptly give notice in

reasonable detail to the Party obligated to provide indemnification (the “Indemnitor”) of its receipt or knowledge of a claim, demand or suit for which it asserts it is entitled to indemnification. The Indemnitor shall at its expense promptly conduct the defence of such claims, demands or causes of action, including any litigation or other proceeding related thereto; provided, however, that Indemnitor shall not settle any such litigation without the consent of the Indemnitee unless the settlement involves only the payment of money to be made by Indemnitor or the settlement will not adversely impact on Indemnitee's operations or in the case of Customer, its ability to commercially use the Products. Indemnitee may be represented by and actively participate through its own counsel (at its own expense) in any such litigation if it so desires. The Indemnitee shall cooperate with the Indemnitor in its defence by providing access to its records and employees as may reasonably be requested by the Indemnitor.

14) Termination, suspension.

a) The Contract, and BD’s duties and obligations thereunder, may be terminated or suspended immediately, in whole or in part, by BD upon Customer’s failure to make payment under any portion of any invoice on the due date for such invoice or when BD has reasonable basis for insecurity with respect to Customer's performance of any other material obligations to BD, and Customer’s failure to cure such payment delinquency respectively Customer’s failure to provide to BD adequate assurance of Customer's performance within 7 days following receipt of a written notice thereof from BD to Customer.
b) BD may terminate the Contract immediately if Customer shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors, or shall commence any case, proceeding or other action seeking to have an order for relief entered on its behalf, as debtor or to adjudicate it as bankrupt, insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under law relating to bankruptcy, insolvency, reorganization of relief of debtors or seeking appointment or a receiver, trustee, custodian, or other similar official for it or for all or any substantial part of its property or other action admitting the material allegations of any petition, complaint or similar pleading filed against it or consenting to the relief sought therein.
c) If the Contract is terminated in accordance with this Article 14, Customer remains liable for all obligations that accrued prior to the termination date. Furthermore, BD may, at its option and without prejudice to other remedies, either 1) be reimbursed by Customer for the (by BD selected part of) Products already taken into production or for which orders to suppliers of BD were already made, by immediate payment of the Price for the respective Products less any elements of the Price relating to expenses which in view of the termination, BD has not incurred (e.g. installation, training, where these have not been performed), in which case the Customer shall have the right to take possession of the respective Products in its then present state, or 2) defer from further deliveries to Customer. In any of the above two cases BD shall be reimbursed by Customer for any costs resulting from such termination including loss of profits.
d) If the Contract is lawfully terminated, such termination will be without prejudice to the rights of each Party against the other for any antecedent breach of the terms of the Contract and/or these GTCS.
e) The Parties agree that the termination provisions set forth in this Article 14 are exhaustive and shall more specifically waive any other termination rights which may exist under the applicable laws, including any rights to rescind, invalidate, revoke or nullify the Contract and/or these GTCS.

15) Force majeure

a) Neither Party will be liable for non-performance due to causes beyond its reasonable control. However, this provision will not apply to Customer's payment obligations.

16) Confidentiality

a) BD and Customer (as to information disclosed, the “Disclosing Party”) may each provide the other Party (as to information received, the “Receiving Party”) with “Confidential Information”. Customer shall not provide any Confidential Information to BD without BD’s prior written consent to receive it.

“Confidential Information” as used in these GTCS shall mean all Products pricing, all terms of the Contract, all information of any offer or quotation by BD, and all information related to the business or products of the Disclosing Party that is not generally known to the public, provided that the obligations of this Article shall not apply as to any portion of the Confidential Information which:
1. i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, its representatives or its affiliates, or
2. ii) is or becomes available to the Receiving Party or its representatives or affiliates on a non- confidential basis from a source other than the Disclosing Party when such source is not, to the best of the Receiving Party’s knowledge, subject to a confidentiality obligation to the Disclosing Party, or
3. iii) has been or is subsequently independently developed by the Receiving Party, its representatives or affiliates, without reference to the Confidential Information, or
4. iv) is necessarily disclosed in connection with permitted uses of the Products.
b) The Receiving Party agrees, except as otherwise required by law:

i) to use the Confidential Information only in connection with the fulfilment of the Contract and permitted uses of the Products, and
ii) to take reasonable measures to prevent disclosure of the Confidential Information, except to its employees to the extent necessary to facilitate the fulfilment of the Contract and permitted uses of the Products.

c) If either Party or any of their respective affiliates or representatives is requested or required (by interrogatories, subpoena, or similar legal process) to disclose any Confidential Information, such Party agrees to provide the Disclosing Party with prompt notice of each such request, to the extent practicable, so that the Disclosing Party may seek an appropriate protective order or waive compliance by the Receiving Party with the provisions of this Article 16, or both.

17) Export control

a) The Products delivered (or its parts, technical data, etc.) may be subject to export regulations of several governments. It is the Customer’s responsibility to abide by such regulations in case it decides to resell the Products to a foreign country. Criminal and civil penalties may result from any violations of export rules.

18) Applicable law, jurisdiction, place of performance

a) The Contract and these GTCS are subject to the laws of the Netherlands. Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
b) All disputes arising in connection with the Contract, these GTCS or further agreements resulting thereof, shall be submitted to the competent court of Amsterdam (The Netherlands)
c) For both Parties the place of performance for any and all obligations arising from the Contract or these GTCS is Amsterdam, The Netherlands.

19) Miscellaneous

a) Assignment. BD may assign or novate its rights and obligations regarding the Products and the receivables generated by the sale of the Products, in part or in whole, to one or more of its subsidiaries or affiliates without the consent of Customer. Customer agrees to execute such documents as may be necessary to effect the assignment or novation. The delegation or assignment by Customer of any or all of its duties or rights under the Contract or these GTCS without Seller’s prior written consent shall be void.
b) Waiver. BD’s failure to exercise or delay in exercising any of its rights under the Contract or these GTCS will not constitute or be deemed a waiver or forfeiture of those rights.
c) Relationship. Unless specifically stated otherwise in the Contract, nothing in the terms of the Contract or these GTCS will be construed as creating a joint venture, partnership, employment relationship or agent relationship between the Parties or its personnel, nor will either Party or its personnel have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other Party.
d) Headings. Any headings in the Contract or these GTCS or paragraph titles are for the convenience of reference only and shall not define, limit, or extend the scope or intent of any provision thereof.
e) Beneficiaries. Unless stated to the contrary in the Contract, the provisions in the Contract and these GTCS are solely for the Parties’ mutual benefit and not for the benefit of any third party.
f) Invalidity. The invalidity, in whole or in part, of any provision of the Contract or these GTCS shall not affect the validity of the remainder of the Contract respectively these GTCS.
g) Survival. Any provisions in the Contract or these GTCS which by their nature extend beyond the termination or expiration of any sale or license of Products will remain in effect until fulfilled and will apply to both Parties' respective successors and permitted assigns.