Terms of delivery and purchase conditions Concerning MAXIMUS Studios USA LLC These terms and conditions are effective as January 1st 2011

EXCEPT AS OTHERWISE PROVIDED BELOW, THE FOLLOWING TERMS OF DELIVERY AND PURCHASE CONDITIONS (COLLECTIVELY, THIS “AGREEMENT”) SHALL APPLY TO THE PURCHASE AND DELIVERY OF ANY PRODUCTS AND/OR RELATED SERVICES BY ANY PARTY (“BUYER” AND “SELLER”) FROM MAXIMUS STUDIOS USA, AND MAXIMUS STUDIOS (“MAXIMUS”). MAXIMUS ACCEPTANCE OF EACH PURCHASE ORDER FROM BUYER IS CONDITIONED UPON BUYER’S ACCEPTANCE OF THIS AGREEMENT. BUYER’S ACCEPTANCE OF DELIVERY OF ANY PRODUCTS, OR PAYMENT OF ANY PART OF THE PRICE, UNDER ANY PURCHASE ORDER PLACED WITH MAXIMUS SHALL CONSTITUTE ITS EXPRESS ASSENT TO THIS AGREEMENT.

THIS AGREEMENT SHALL SUPERSEDE ANY INCONSISTENT OR CONTRADICTORY TERMS OR CONDITIONS, EXPRESSED OR IMPLIED, IN ANY AND ALL REQUESTS FOR QUOTATIONS, PURCHASE ORDERS, ACKNOWLEDGEMENTS, CONFIRMATIONS OR OTHER PROCUREMENT DOCUMENTS (IN WHATEVER FORM OR MEDIUM) EXCHANGED BETWEEN BUYER AND MAXIMUS (COLLECTIVELY, “PROCUREMENT DOCUMENTS”). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THIS AGREEMENT AND ANY SEPARATE WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED OFFICER OF EACH OF BUYER AND MAXIMUS (“SIGNED AGREEMENT”), THE TERMS AND CONDITIONS OF SUCH SIGNED AGREEMENT SHALL CONTROL AND PREVAIL OVER THIS AGREEMENT.

NO ADDITIONAL TERMS OR CONDITIONS APPEARING IN ANY PROCUREMENT DOCUMENTS SHALL BE BINDING ON MAXIMUS UNLESS SUCH ADDITIONAL TERMS OR CONDITIONS ARE APPROVED IN WRITING BY AN AUTHORIZED OFFICER OF MAXIMUS, OR ARE OTHERWISE INCLUDED IN A SIGNED AGREEMENT.

SELLER’S ACCEPTANCE OF EACH PURCHASE ORDER FROM MAXIMUS IS CONDITIONED UPON SELLER’S ACCEPTANCE OF THIS AGREEMENT. SELLER’S ACCEPTANCE OF SHIPPING OF ANY PRODUCTS, OR SERVICE, OR PAYMENT OF ANY PART OF THE PRICE, UNDER ANY PURCHASE ORDER PLACED BY MAXIMUS SHALL CONSTITUTE ITS EXPRESS ASSENT TO THIS AGREEMENT.

THIS AGREEMENT SHALL SUPERSEDE ANY INCONSISTENT OR CONTRADICTORY TERMS OR CONDITIONS, EXPRESSED OR IMPLIED, IN ANY AND ALL REQUESTS FOR QUOTATIONS, PURCHASE ORDERS, ACKNOWLEDGEMENTS, CONFIRMATIONS OR OTHER PROCUREMENT DOCUMENTS (IN WHATEVER FORM OR MEDIUM) EXCHANGED BETWEEN SELLER AND MAXIMUS (COLLECTIVELY, “PROCUREMENT DOCUMENTS”). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THIS AGREEMENT AND ANY SEPARATE WRITTEN AGREEMENT OF SELLER, THIS AGREEMENT SHALL CONTROL AND PREVAIL OVER THAT AGREEMENT.

NO ADDITIONAL TERMS OR CONDITIONS APPEARING IN ANY PROCUREMENT DOCUMENTS SHALL BE BINDING ON MAXIMUS UNLESS SUCH ADDITIONAL TERMS OR CONDITIONS ARE APPROVED IN WRITING BY AN AUTHORIZED OFFICER OF MAXIMUS, AND ARE INCLUDED IN THE SIGNED ORIGINAL AGREEMENT.



CLAUSE 1 DEFINITIONS AND GENERAL STIPULATIONS

Clause 1 section 1 In these terms and conditions shall apply:
a. Maximus Studios USA and MAXIMUS Companies, the user of these general terms (in the sense of Clause 6:231, c BW).
b. The other party: the natural or legal person, or his legal successor, for whom or with MAXIMUS entered into an agreement to provide services, supplies and / or works (in the sense of Art. 6:231, c BW).
c. The other party, which appointed as suppliers, the natural or legal person, or his legal successor, for whose benefit by or on behalf of Maximus entered into an agreement to provide services to deliver supplies and / or works.

Clause 1 section 2 These Conditions apply to all suppliers and customers of Maximus. These terms are public posted on our website under the section terms and conditions and filed with the court in 's Hertogenbosch. These Conditions apply to all orders for the delivery, invoices and refers to this payment and delivery. As such these conditions apply to all supplies, deliveries and payments of Maximus Studios USA and MAXIMUS Studios.

Clause 1 section 3 In case of failure by Maximus, at any time to comply with one or more provisions of the agreement, does not affect in any way the rights of Maximus to the other party to demand the performance of the contract at a later time.

Clause 1 section 4 The other party will transfer no rights and / or obligations, other than for factoring purposes, from the contracts between her and Maximus or will not transfer on any other way otherwise than the prior written permission of Maximus.



CLAUSE 2 FAIR TRADE, FAIR PAY

Clause 2 section 1 Doing business these latter years becomes brings more and more financial risks to our company. Increasingly appear benevolent entrepreneurs from one day to another in trouble by the actions of others. Often the cause of one person with bad intentions underlies payment problems in many companies doing honestly business with each other. Also Maximus experienced a few times how difficult it is to complete a project when one of the business partners appears in financial trouble. The financial reserves of Maximus aren’t inexhaustible also and by these situations couldn’t fulfill her financial obligations on time. To prevent these situations a much as possible Maximus developed a fair trade, fair pay program.

Clause 2 section 2 The fair trade, fair pay program is designed for buyers and sellers to ensure to do save business with Maximus.

Clause 2 section 3 The fair trade, fair pay program is designed for buyers and sellers to ensure continuity during doing business with Maximus.

Clause 2 section 4 The Fair Trade, Fair Pay program is very comprehensive but for all businesses worldwide the same rules apply. Maximus does not exclude companies and treated all companies worldwide in the same way.

Clause 2 section 5 In case of a payment problem by the buyer, Maximus will inform the seller(s) who caused or are affected by this payment problem. In this case Maximus keeps the rights to suspend payments to the seller(s) until the buyer approved and paid for the part that seller is responsible for. Meanwhile Maximus will do whatever is in her power to get paid for the parts that affected sellers has been delivered.

Clause 2 section 6 When invoices to the buyer past due for more than 180 days, Maximus may decide to cede the payment directly to the seller and will not be longer responsible for the payment to the seller. Maximus will inform the seller by a registered letter.

Clause 2 section 7 In case of non-payment, bankruptcy, moratorium or suspension of payment of the buyer, MAXIMUS reserves the right, but disclaim any obligation or responsibility to the seller to refuse payment obligation to the seller and will cede the invoice from Maximus to the buyer directly to the seller and cannot longer held responsible for the invoice of the seller to Maximus. When this happens Maximus will inform the seller by a registered letter.



CLAUSE 3 CREDITORS

Clause 3 section 1 Supplier’s invoices will be paid within 90 days after date of arrival. The date of the postal stamp + 1 day is considered as date of arrival. In case of this date lies on a Saturday, Sunday, Dutch holiday or US Holiday, the next business day will be considered as the date of arrival.

Clause 3 section 2 No other payment term will be accepted.

Clause 3 section 3 Reimbursement send offers or offers send based on a invoice pro forma are only accepted when preceded by a written and signed agreement of the managing board of Maximus.

Clause 3 section 4 Invoices will be paid only when the purchase department places a written and signed order or when the managing board of Maximus places a written and signed order and a copy of this order is attached to the invoice.

Clause 3 section 5 Shipment and administration costs for returning of deliveries not meeting the requirements of Maximus or do not meet the terms and conditions are for account of the supplier or seller.

Clause 3 section 6 In case of a delivery cannot be returned for production continuity reasons at Maximus. Maximus will send a request for the missing documents in a later stage. After receiving all missing documents Maximus will pay the suppliers invoice within 90 days after date of arrival of the missing documents. The date of the postal stamp + 1 day is considered as date of arrival. In case of this date lies on a Saturday, Sunday, Dutch holiday or US Holiday, the next business day will be considered as the date of arrival.



CLAUSE 4 REVIEW AND INVESTIGATION

Clause 4 section 1 Before Maximus starts production and shipping, every client will be reviewed for solvency. This review is only for turnover insurance reasons and the report of the international credit investigator will be destroyed after review.

Clause 4 section 2 If a buyer does not wish to get credit checked, the buyer needs to inform our financial department at the time of asking for a project agreement or at the time a buyer enter his client information in our client database. If a buyer does not whish to get credit checked, a buyer can buy under the same conditions for buyers with a negative credit report.

Clause 4 section 3 A credit check is executed by a credit information company with a global network of financial information collectors, supported by our credit insurance provider. Almost every company worldwide is registered in the database of our credit insurance provider database. In most circumstances, a credit review will not cause any delay in our service. In case of a company is not listed in the database of our credit insurance provider, our credit insurance provider will report us within a few days. Only after receiving and reviewing the credit report, a buyer can do business with Maximus. If Buyer cannot wait for this report, buyer can decide to let us proceed without this report under the condition of a 100% prepayment.

Clause 4 section 4 All data we receive about buyer’s credit status, is confidentially and is protected by the Personal Data Protection Act (PDP Act). Maximus will never have this data available to third parties or employees not in charge with the financial transactions between buyer and Maximus.




CLAUSE 5 CREDITWORTHY BUYERS

Clause 5 section 1 If buyer has a positive credit report, Maximus can deliver based on invoicing.

Clause 5 section 2 Until agreed by written confirmation, Maximus will invoice projects in two invoices. The first invoice will be the 50% down payment. This first payment must be paid within 8 days. The second invoice will be the second 50% of the project quotation and will be send to you as soon the project or scope is finished. The payment period for this invoice will be 14 days.

Clause 5 section 3 Product invoices mostly contain 1 invoice enclosed with the product delivery or send within a few days after delivery of the products to buyer. The maximum payment term is 14 days.


CLAUSE 6 NON CREDITWORTHY BUYERS AND DELIVERIES WITHOUT CREDIT SCREENING

Clause 6 section 1 If after credit screening a buyer appears non credit worthy, Maximus will inform buyer about the negative credit report. Deliveries to buyers with a negative credit report can only take place based on pro-forma invoicing.

Clause 6 section 2 Pro-forma project invoices are at least 2 separate invoices. The first Pro-forma invoice is a invoice for a 50% down payment and will be send to buyer when Maximus receives the order or agreement. The project and production schedules starts as soon the full payment is received on the bank account of Maximus. Eventually planning’s can change by late or incomplete payments. During the project the second invoices will be send. In some cases when a project is split in multiple parts / scopes this payment construction is valid for every part / scope of the project. Project completion will only take place after all project invoices payments are received on the bank account of Maximus.

Clause 6 section 3 Pro-forma product invoicing contains 1 invoice send to buyer upon ordering. Delivery will only take place after the complete amount of the invoice is paid and received on the bank account of Maximus.


CLAUSE 7 CASH SALES

Clause 7 section 1 Only at locations such as our offices, shops or showrooms can buyer make purchases based on cash payments. Payments can made in cash or with debit/credit card when a ATM or POS terminal is available at the location of payment.


CLAUSE 8 DATE OF ORDER, AGREEMENT AND ADJUSTMENT

Clause 8 section 1 An agreement between Maximus and buyer or seller shall take effect at the moment an authorized person of buyer or seller signs and returns the agreement within a reasonable term.

Clause 8 section 2 Adjustments and changes of an agreement mentioned in section 1, excluded the general conditions are effective only when both parties, buyer/seller and Maximus have accepted the changes and/or adjustments by written and by an authorized person signed confirmation letter.


CLAUSE 9 ADJUSTMENTS OF THE DELIVERY AND PURCHASE CONDITIONS

Clause 9 section 1 Maximus reserves the right to change this terms and conditions or make additions.

Clause 9 section 2 Changes and adjustments of these terms and conditions are also effective on agreements closed between buyers/sellers and Maximus within a period of 30 days before the changes or adjustments are made.

Clause 9 section 3 If buyer/seller will not accept the changes/adjustments in these terms and conditions, he can dissolve this agreement up to 14 days after these adjustments are published. The dissolve will be dated on the date the dissolve is effective based on the changes/adjustments of these terms and conditions, excluded the changes/adjustments in Clause 1


CLAUSE 10 TERMINATION

Clause 10 section 1 Maximus, Buyer or seller is permitted to dissolve the agreement when the other party sends a detailed solid written notice containing a reasonable term for restoring the shortcomings and/or defects and the other party imputable fails in accomplish one or more essential obligations according the agreement.

Clause 10 section 2 If the agreement isn’t an agreement terminated by a specific performance and is closed for an indefinite period of time. The agreement can be terminated by both parties after a good consultation between the parties and by clarification of reasons in a written letter, signed by authorized employees of both parties. If there is no term of cancelation included, a reasonable term of termination will apply. Maximus will never for termination bound to any damage compensation.

Clause 10 section 3 when buyer/seller does not or does not in time or does not properly comply with any obligation arising from the agreement, and in case of suspension of payments, application for bankruptcy, receivership or liquidation of the Other, Maximus has the right to immediately terminate without notice and without judicial intervention, the agreement in whole or in part.

Clause 10 section 4 If the other party at the time of the termination of the agreement has already received performance of the contract or should have received, the dissolution of these achievements and the related payment obligations are not affected unless Maximus regarding that performance is in default. Amounts that Maximus in connection with what has already been done prior to the dissolution of the contract, in performance or as delivery, invoiced or might be invoiced remain in compliance with the previous and be payable at the time of dissolution.


CLAUSE 11 DELIVERY TERMS AND PROVISO PROPERTIES

Clause 11 section 1 All delivery dates quoted by Maximus are agreed based on the data, known at the conclusion of the agreement and wherever possible Maximus will take care for the compliance of the agreed delivery term. However, the mere situation that a delivery will not meet the agreed delivery term, shall present Maximus not be in default. Maximus is not tied to deadlines that due to circumstances outside its control not be met. If threatened, crossing a term, Maximus and the other party act as soon as possible in consultation.

Clause 11 section 2 All delivered and goods to be deliver to the other party remain the property of Maximus, until all amounts owed by the other party for the relevant items delivered or to be delivered to be performed, included statutory interest and collection costs totally have been paid.

Clause 11 section 3 Rights to the other party will always be granted or, where appropriate transferred, under the condition that the other party, has paid the agreed payments totally and on time.

Clause 11 section 4 The risk of loss and damage to goods being the subject of the agreement, shall be transferred to the other party at the time the other party or by third parties engaged, has the actual possession over the goods.


CLAUSE 12 PRICES

Clause 12 section 1 Maximus is at all times entitled to change the agreed prices and rates, for performance according the planning or according the contract, by written notification to the other party if delivery will take place at least three months after that notification.

Clause 12 section 2 If the other party does not pay the amount due within the agreed time limit, or the amounts due or based on clause 3, the other party will, without any notice is required, payable on the outstanding amount of the statutory interest.

Clause 12 section 3 If the other party after notice fails to pay the claim, the claim can be given to our debt collection lawyer, in which case the other party will have to pay in full any extrajudicial and court costs in addition to the total amount due (including the statutory interest). The costs in connection with the collection of the amount due of which will be determined at least 15% of the total amount.

Clause 12 section 4 All prices in the agreement are exclusive of VAT and other taxes which are imposed by the government, unless explicitly stated otherwise, payments must be made inclusive VAT and / or other charges.

Clause 12 section 5 Prices are valid only for the goods, services and works, mentioned in the agreement in particular. All goods, work performed and / or services that supplied in addition to the agreement by Maximus, will be separately charged at the prices in effect at the date of delivery or performance of services.

Clause 12 section 6 Payment must be made by transfer to a separately stated on the invoice or in writing given by Maximus bank account in the name of Maximus Studios USALLC


CLAUSE 13 RECLAMATION

Clause 13 section 1 In case of visible defects, the other party shall submit within 5 days of delivery a written complaint, failing which any claim against Maximus expires.

Clause 13 section 2 Reclamation in respect of hidden defects must be made by means of a registered letter within 5 days after the defect is detected by the other party or if this is an earlier time, it could have been or should reasonably have been discovered. Failure to do so will invalidate any claim against Maximus.

Clause 13 section 3 If the complaint is founded, are delivered products or services will be after consultation, modified, replaced or refunded.

Clause 13 section 4 Reclamation suspend not the obligations of the other party.


CLAUSE 14 LIABILITY

Clause 14 section 1 Maximus is at all times excluded for any liability for indirect damage, including consequential damages, lost profits, lost savings and damage due to business interruption.

Clause 14 section 2 Apart from the cases mentioned in this clause does Maximus not accept any liability for damages, regardless of the grounds on which an action would be based for damages.

Clause 14 section 3 Maximus does not accept any responsibility or liability with regard to the potential direct and indirect consequences of any software or hardware problems caused by improper use.

Clause 14 section 4 If and insofar as this is covered by its insurance Maximus only accepts liability for direct damages suffered by the other party, which is the result of a breach in the performance of its obligations under the contract or in tort, to the amount of the payment to be made by this insurance.

Clause 14 section 5 If the insurer for any reason fails to pay, or liability for damages, is not sufficiently covered by any insurance accepts Maximus only liability for the other party suffered direct damage as a result of a breach in the fulfillment of its obligations under the contract or by tort, to the amount of the price to be charged by Maximus to the other party or, if higher, the amount of the payment to be made by the insurance.

Clause 16 section 6 The other party will Maximus harmless against any claims by third parties relating to the use by third parties provided by the other party to them or otherwise put into circulation goods, services and / or works (partly) based on the by Maximus to the other party delivered goods, services and / or works or otherwise transferred user licenses.

Clause 16 section 7 The liability of Maximus due to culpable breach of contract occurs only if the other party Maximus immediately and properly by means of a registered letter, in default is made in writing stating a reasonable period to remedy the deficiency, and Maximus after that period attributable continues to fail in the fulfillment of its obligations.
The notice must be such a detailed description of the failure give that Maximus is able to respond adequately.

Clause 14 section 8 Maximus is not liable if a defect is the result of force majeure.

Clause 14 section 9 The restrictions contained in this clause shall not apply if the damage is the result of intent or gross negligence of Maximus or her subordinates.

Clause 14 section 10 In all the cases mentioned above, Maximus can be only held liable for a maximum amount which the value of the contract, or in case the contract is divided in phases a part thereof as by Maximus is tendered, never exceed.


CLAUSE 15 FORCE MAJEURE

Clause 15 section 1 Force majeure is understood in these clause: the circumstances that impede the fulfillment of the agreement and not to be attributed to Maximus. These include, but not limited to strikes and illness of staff and transport disruptions, all this and other, if they occur at Maximus or as its suppliers.

Clause 15 section 2 During force majeure resulting in the contract delivery and other obligations of Maximus will be suspended. Both parties are then authorized to dissolve the agreement without judicial intervention and without any right to compensation arises, which force majeure the fulfillment of an obligation by Maximus is not possible, will take longer than six months.

Clause 15 section 3 If Maximus its obligations has already partially fulfilled, or by the force majeure only partly be able to meet its obligations for the force majeure, it shall be entitled already delivered or deliverable part separately invoice and the other party shall held this invoice meet as if it were a separate agreement.

Clause 15 section 4 Maximus is also entitled to invoke force majeure if the not attributable circumstance to the performance of its obligation prevents first occurs after Maximus had to meet its obligation.


CLAUSE 16 INTELLECTUAL OR INDUSTRIAL PROPERTY RIGHTS AND CONFIDENTIALITY

Clause 16 section 1 Unless otherwise expressly agreed in writing, all rights of intellectual or industrial property rights to all developed under the contract or made available software, equipment, or other materials such as analyzes, designs, documentation, reports, films, concepts, as well as preparatory materials and offers are exclusively owned by Maximus or its licensors and obtains the other party, if this follows from the nature of the agreement, only the non-exclusive use.

Clause 16 section 2 The other party is aware that software, equipment and other materials, provided by Maximus, could contain confidential information and trade secrets of Maximus or its suppliers. The other party undertakes, unabated to the provisions of Clause 16 section 1, that they the software, equipment and materials, not to disclose or to give in use to third parties and employees that not necessarily need the software, equipment and / or other materials to use, and only use it for the purpose for which they are made available. Her third parties also include all persons employed in the organization of the other party or an organization in which the other party has a substantial interest.

Clause 16 section 3 The other party is not allowed to remove or change any copyright, trademarks, trade names or other intellectual or industrial property rights in and from the software, hardware and / or other materials, including statements and indications regarding the confidentiality and secrecy.

Clause 16 section 4 In the event of sales, termination or bankruptcy of the company, all intellectual properties of Maximus, remain the property of the founder of Maximus


CLAUSE 17 DISPUTES AND APPLICABLE LAW

Clause 17 section 1 Each and any dispute arising further to the present agreement or any further agreements resulting from the same shall be resolved in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The arbitration will be conducted in Eindhoven the Netherlands. The proceedings will be conducted in the English language. The arbitral tribunal will decide as amiables compositeurs/in accordance with the rules of law. The option of combining the arbitral proceedings with other arbitral proceedings pursuant to Section 1046 of the Dutch Code of Civil Procedure, is ruled out.

Clause 17 section 2 Concluded agreements between Maximus Capital Investments BV and the other party are governed by Dutch law.
Concluded agreements between Maximus Studios USA LLC and the other party are governed by the Anglo-Saxon law.