1. Definitions

1.1 In these General Terms and Conditions (these "Terms"), the following capitalized terms are used, both in singular and plural. These terms are defined as follows:

Annex: Appendix to these Terms containing specific provisions regarding the Service to be delivered;

HCS: operating under the name Hikari CS BV, and its group companies that have declared these Terms applicable;

Service: The services to be delivered by HCS to the Client pursuant to the Agreement, including, where applicable, results of services;

IP Rights: All intellectual property rights and related rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and neighboring rights, as well as rights to know-how and single-line performances;

Agreement: The agreement between HCS and the Client regarding the delivery of the Service;

Parties: HCS and the Client;

Personal Data: Any data relating to an identified or identifiable natural person, as referred to in Article 1(a) of the Personal Data Protection Act;

Terms: These general terms and conditions of HCS including all applicable Annexes.

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2. General

2.1 These Terms apply to and form an inseparable part of all offers and quotations of HCS, Agreements and all other related legal relationships between HCS and the Client, or their successor in title. The specific Annexes as agreed between HCS and the Client also apply. If this general section of these Terms conflicts or is incompatible with the provisions in the Annex agreed between HCS and the Client, the provisions in the relevant Annex(es) shall prevail.

2.2 Where these Terms state that an action must be performed in writing, this also includes communication by email. Electronic communication between the Parties shall be deemed received on the day of sending, unless the contrary is proven.

2.3 Deviations from these Terms are only valid if expressly agreed in writing by both HCS and the Client, and apply only to the specific Agreement for which they were agreed.

2.4 Purchase or other terms and conditions used by the Client do not apply to any legal relationship between the Parties.

2.5 Once these Terms have been applicable to a legal relationship between HCS and the Client, the Client is deemed to have agreed in advance to their applicability to subsequent legal relationships.

2.6 If and to the extent that any provision of these Terms is declared null and void or is annulled, the remaining provisions of these Terms shall remain in full force. In that case, the Parties shall consult to establish a new provision to replace the null and void/annulled provision, taking into account as much as possible the intent of the null and void/annulled provision.

2.7 In the event of conflict between provisions in an Agreement and these Terms, the provisions in the Agreement shall prevail. In the event of conflict between these Terms and a specific Annex, the provisions in the specific Annex(es) shall prevail.

2.8 HCS is entitled to amend these Terms. The Client will be notified of this in writing.

2.9 The applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is hereby excluded.

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3. Quotations and Formation of Agreement

3.1 Quotations and other offers by HCS are non-binding and must be regarded as an invitation to enter into an Agreement, unless HCS has expressly stated otherwise in writing.

3.2 Offers and quotations expire after four (4) weeks from the date of issue, unless expressly stated otherwise in writing.

3.3 The Client warrants the accuracy and completeness of the data provided by or on behalf of the Client to HCS on which HCS bases its offer. If such data proves to be inaccurate or incomplete, HCS has the right to amend the offer.

3.4 An Agreement is established upon written confirmation by the Client of an unchanged valid quotation and/or offer from HCS.

3.5 Orders placed by the Client are irrevocable.

3.6 HCS is at all times entitled to terminate negotiations without giving reasons and without being liable for any damage thereby caused or being obliged to compensate for costs incurred during negotiations.