GENERAL CONDITIONS OF SALE

Janus Slam Trade B.V.

Article 1 Definitions

Throughout these General Conditions, these terms will be used in the following sense, unless explicitly noted otherwise:

Seller:
the Dutch company with limited responsibility "Janus Slam Trade B.V.”, having its registered seat and office address at Barbara Strozzilaan 101, 1083 HN Amsterdam, The Netherlands, and registered at the Dutch court register with number Kvk Nr: 55898505, VAT number: NL 851902765B01

Buyer:
any natural person or legal entity doing business in the course of their profession, that negotiates and/or enters into an Agreement with the Seller for the purchase of certain Products.

Agreement:
any Agreement or other written agreement regarding the Products and effected between the Seller and Buyer, including any preparations, modifications or supplements thereto. The Seller and the Buyer shall only conclude B2B Agreements.

Products:
the goods or services offered for sale by the Seller and the subject matter of the Agreement.

General Conditions:
these general conditions of sale.

Article 2 General provisions

2.1
The provisions stated in the General Conditions shall apply to each and every Agreement between Seller and Buyer, insofar as parties have not explicitly deviated from the present terms and conditions in writing. The Seller shall hand over the General Conditions to the Buyer at the latest simultaneously with his offer. In case the Buyer accepts the offer of the Seller, the Buyer simultaneously accepts the General Conditions which become an integral part of the Agreement.

2.2
The General Conditions shall also apply to Agreements between Seller and Buyer, the execution of which the Seller calls for the services or products of third parties.

2.3
The application of the general terms and conditions of the Buyer is hereby explicitly rejected, unless parties explicitly agreed otherwise in writing.

2.4
If Seller enters into more Agreements with Buyer, the present General Conditions will be applicable on all the Agreements entered into, irrespective of these were explicitly declared applicable or handed over to the Buyer.

2.5
Should one or more stipulations of these General Conditions be or become null or void, the remaining stipulations of the General Conditions shall remain in full force and effect. The void or voided stipulations will be replaced by new stipulations. In doing so, the purpose and meaning of the void or voided stipulation will be taken into account, as far as possible.

2.6
The Seller reserves the right to modify the General Conditions at any time and, as of the date of modification, new transactions entered into between the Seller and Buyer, shall be governed by the modified general conditions. These General Conditions are applicable as of 1 June 2011. The General Conditions are available on the Seller's website at www.janusslamtrade.eu.

Article 3 Offer, order and Agreement

3.1
All offers made by the Seller are free of any obligation, valid for a limited period of time and subject to the availability of the Products. Apparent mistakes or errors in the offers are not binding to the Seller. If a sample/image has been demonstrated to the Buyer, the parties will assume that this has been displayed by way of indication, unless expressly agreed that the Product(s) to be delivered will correspond exactly to this sample/ image. The Seller cannot guarantee that no deviations shall occur. Slight deviations shall in principle not give cause for damages or dissolution of the Agreement. The Seller advises the Buyer to check the specification of the Product with its manufacturer.

3.2
The Seller reserves the right to provide a Product other than those requested, but guarantees the purpose for which it was designed and its operation shall be equal to the purpose and function of the Product ordered.

3.3
The Buyer shall place its order at the Seller's in writing, by email or fax, or by telephone.

3.4
An Agreement shall be entered into when the Buyer accepts the offer of the Seller by placing an order. Hereafter, a written order confirmation is sent to the Buyer by email. The Buyer must check the written order confirmation and report any error to the Seller immediately, at least within 24 hours. Otherwise, the Agreement shall be binding

3.5
If a natural person on behalf or account of another natural or legal person enters into an Agreement, it automatically declares by placing an order or agreeing to an offer to be authorized to do so. Therefore, in addition to the other natural or legal person, it is jointly and severally liable for all obligations deriving from the Agreement.

Article 4 Prices and payment

4.1
The prices given by the Seller shall be in Euros, excluding VAT, other levies imposed by the government, transport costs, assembling, insurance costs loading and unloading charges etc., unless explicitly stated otherwise. Prices shall be based on conditions applicable to the Seller, such as exchange rates, freight rates and dealer prices, which cannot be influenced by the Seller. If one or more of these conditions change after entering into an Agreement but prior to delivery, then the Seller shall have the right to change its prices. If the price adjustment occurs within three months after entering into the Agreement but prior to delivery, the Buyer is entitled to dissolve the Agreement in writing.

4.2
Promotions shall only be valid for a limited period. Specific and/or additional conditions may apply to a promotion.

4.3
Discounts given and/or any other price agreements shall always apply to one specific Agreement only. No rights can be derived from this.

4.4
Payment shall be made under the conditions established in the Agreement. The Seller may request for an (partial) advance payment.

4.5
If the Buyer fails to pay within the agreed period, it will be in default by operation of law. In such event, the Buyer will owe interest of 9% per month or portion thereof. The interest paid on the payable amount will be calculated from the date the Buyer is in default up to the date the full amount has been paid. Further, the Seller may charge collection costs of at least EUR 250. If the Seller incurs higher costs, which were reasonably necessary, these costs will also be eligible for compensation. Any reasonable legal fees and execution costs incurred will also be borne by the Buyer. Payments extend initially to the reduction of the costs, then to reduce the interest owed, and finally towards payment of the principal sum and current interest. The payment of outstanding invoices is based on seniority.

4.6
In case the Buyer is in default or in case of liquidation, seizure, (petition for) bankruptcy, (provisional) suspension of payment or closing down, all claims made by the Seller to the Buyer are immediately due and the Seller shall be entitled to suspend the execution of the Agreement and/or wholly or partially dissolve the Agreement, notwithstanding the Seller's others rights pursuant to law and/or the Agreement.

4.7
The ownership of the Products, notwithstanding any actual delivery, shall only be transferred to the Buyer after the Buyer has fulfilled all its obligations towards the Seller. This shall include payment of interest and costs. Until the transfer of ownership, the Buyer is not entitled to sell, pledge, modify, lease out, damage etc. the Products and must store them separately in a save location. The Buyer agrees at the Seller's first request to make the Products available to the Seller and irrevocably authorizes the Seller (or its legal representatives) to enter the premises where to Products are stalled to repossess the Products.

4.8
In case of liquidation, closing down seizure, (provisional) suspension of payment or (petition for) bankruptcy, the Buyer must immediately point out the ownership rights of the Seller.

4.9

The Buyer shall not be allowed to rely on a set-off of mutual claims, unless the Seller unrestrictedly acknowledged the counter claim. The Seller is allowed to set-off mutual claims.

4.10

In case of the Products being software, the manufacturer hereof shall remain the owner.

Article 5 Delivery

5.1

Delivery shall take place ex works or by delivery arranged by the Seller, as agreed in the Agreement.

5.2

In case of delivery ex works, the Buyer shall be held to meet the agreed time period, unless otherwise agreed with the Seller. If the Buyer does not meet the agreed time period, the Seller may charge the Buyer additional costs, e.g. for storage.

5.3

Delivery by the Seller shall be made within the time period indicated in the Agreement. The indicated delivery terms are not to be considered a fatal date. If a delivery term is exceeded, the Buyer must give Seller notice of default in writing, consequently Seller shall be given a reasonable term to still execute the delivery. Exceeding the delivery term shall not entitle the Buyer to claim any damages.

5.2

In case the Seller requires information from the Buyer with respect to the delivery, such as but not limited to VAT documents, the delivery shall not be executed prior to the day the Seller has received all the requested information and, if applicable, the advance payment has been received in full. The Buyer is responsible for the accuracy of this information and for the receipt of the delivered Products.

5.3

Delivery can take place via several partial deliveries, to be determined by the Seller.

5.4

If and insofar the Seller shall arrange the transport, shipment, loading and unloading of the products he will determinate the method of transport unless the parties agreed otherwise. Possible specific wishes of the Buyer with regard to the transport/shipment shall only be executed in case the Buyer declared to bear the costs and risks of such wishes.

5.5

The risk during the transport of the Products is for the Seller's account. The risk shall be transferred to the Buyer the moment said Products are delivered to the indicated address.

5.6

If the Buyer does not accept the delivered Products, the Seller is entitled to recover the costs of returning and damages from the Buyer, including costs and damages due to resale or annulment.

Article 6 Non-conformity & Guarantee

6.1

The Buyer shall immediately inspect the Products upon delivery. In case of non- conformity, the Buyer may reject the Products within 5 (five) business days by filing a written complaint at the Seller. After lapse of this term, the Products shall be deemed to have been accepted.

6.2

After establishing non-conformity, the Buyer shall immediately cease the use of the Products and shall undertake everything that is reasonably necessary to avoid further damages.

6.3

The Buyer shall provide necessary assistance to investigate the complaint, among others by enabling the Seller or its engaged persons to investigate the circumstances of the use, the processing and/or installation. In case the Buyer does not provide the necessary assistance or obstructs the investigation by any means, the complaint will not be taken into consideration.

6.4

The Buyer shall not derive any rights from the Seller handling a complaint.

6.5

Only upon the prior written approval of the Seller, the Buyer may return the Products. The Seller will only cover for the reasonable costs of return if the complaint has beenmade correctly, rightfully and within the required time period of five days.

6.6

The Buyer cannot make a complaint for non-conformity if this is due to normal use of the Products and/or in the following situations:
a. if changes have been made in the Products, including repairs carried out without the manufacturers and/or Sellers permission;

b. if the original invoice cannot be handed over;

c. if the defects are the result of improper use or a use that does not correspond with the purpose of the Products

d. if the defects are the result of gross negligence, improper maintenance or an intentional act;

e. if the serial number on the Products is removed, changed or otherwise unverifiable;

f. if the Products have been resold or alienated.

6.7

The guarantees from the Products' manufacturers to the Seller will be passed on to the Buyer. The guarantee on the Products is limited to the manufacturer guarantee.

6.8

If the Products are subject to manufacturer's guarantee, the Buyer shall make its complaints directly to the manufacturer. If required, the Seller can forward the Product to the manufacturer, for the Buyer's account and risk.

6.9

If the Products are not subject to manufacturer's guarantee and the complaint has been made in accordance with the General Conditions and it is sufficiently demonstrated that the Products do not comply with the Agreement, the Seller can choose to either replace returned Products or parts hereof that do not function properly; repair such; or to refund the purchase price of the returned Products or parts by crediting the paid amount or by granting the Buyer a discount.

Article 7 Liability

7.1

The Seller's liability is limited to direct damages that are caused by an intentional act, gross negligence, fraud, bad faith or breach of guarantees by the Seller.

7.2

The Seller is not liable for any damage, of whatever nature, in case the Seller relied on incorrect or incomplete information provided by the Buyer, unless this incorrectness or incompleteness should have been known to the Seller.

7.3

The Seller shall never be liable for indirect damage, including but not limited to: consequential damage, loss of data on hard disks or other data carriers, lost turnover or profit, lost savings and damage due to business stagnation.

7.4

The Seller shall never be liable for the situations mentioned in article 6.6 and article 8.2.

7.5

The amount of the liability is limited to the total consideration paid by the Buyer to the Seller for the Products under the Agreement, excluding taxes and expenses. In any case, the liability of the Seller shall at all times be limited to a maximum amount equaling the amount of payment to be made by the Seller's insurer in the occurring event.

7.6

The Buyer shall indemnify the Seller from any and all claims from third parties, directly or indirectly relating to the Products, and he shall compensate the Seller for the damages he might suffer from such claims.

Article 8 Force majeure

8.1

Parties shall not be held to fulfill any of their obligations if they are hindered to do so due to a circumstance through no fault of their own and which cannot be attributed to them by virtue of law, a legal action or generally accepted practice.

8.2

In these General Conditions, force majeure shall be understood, in addition to the legal definition and interpretation of the term, to include all exterior causes, whether anticipated or not, over which the Seller cannot exercise any control, but which prevent the Seller from being able to meet its obligations. Such circumstances shall include strikes in the company of the Seller, sickness of the personnel, theft, fire, service disruptions, export disruptions, electricity and computer failure and stagnation of the material deliveries by suppliers and providing incorrect information by the manufacturer. Each party shall inform the other party of a force majeure as soon as possible.

8.3

Throughout the duration of the circumstances of force majeure, Seller shall be entitled to suspend the fulfillment of its obligations. If this period lasts for more than one month, either of the parties shall be entitled to dissolve the Agreement without any obligation to pay the opposite party damages.

8.4

Insofar Seller has already partially fulfilled its obligations resulting from the Agreement at the moment the circumstance of force majeure commenced or shall be able to fulfill them and insofar separate value can be attributed to the part already fulfilled or still to be fulfilled respectively, Seller shall be entitled to invoice the part already fulfilled or still to be fulfilled respectively.

Article 9 Email

9.1

All emails, including attachments sent by the Seller are confidential and solely intended for the addressee(s). If the recipient is not the addressee, the recipient is requested to inform the Seller by returning the message.

Article 10 Applicable law and Disputes

10.1

All Agreements between the Seller and the Buyer are governed by the laws of The Netherlands. The application of the Vienna Sales Convention is expressly excluded.

10.2

The competent court in Amsterdam, The Netherlands, has exclusive jurisdiction to examine any disputes between the parties. The provision in the foregoing sentence notwithstanding, the Seller will be entitled to bring disputes before another competent judge or a council of arbitration that according to the law have jurisdiction.

Janus Slam Trade B.V.,
Barbara Strozzilaan 101,
1083 HN Amsterdam, The Netherlands