General Conditions of Purchase of Goods and Services Curacao Airport Partners N.V. ("CAP") 1. Definitions tn thi document 4) “Aftates) shall mean () CAP, Cragao Aieport Investments NV. ("CAM and Carac20 Airport Realestate Enterprises WL ("CARE") ad (iin the case af CAP, CARE and Suppl: any ad al other ‘companies, ems and egal entities with respect to which now or hereafter CAP. CA! or Suoplier ‘respective, drectlyorindrecty hold 50% or mare ofthe nominal value of the fsued share capa or ‘SOR or more ofthe vting power at general meetings or has the power to appoint a malonty of ‘irectrs or otherwise to rect the activites of such compa frm or legal entity; 10) Agreement” shall mean the binding contract formed as described in Clause 2. herein; 4 “CAP” shall mean the purchasing Affilate of CAP Mentifed in CAPs order and where applicable cludes other Afltesof CAP; 44) "Goods" shall mean both tangible and intangible goods, lncuding software and related ‘ocumentation and paskagig, References to Goods shal, where appropriate, be deemed to incade Services {) Purchase Order tall mean 2 documentin the name of Super approving the purchase of certain ‘Goods and/or Services signed by an authored representative of CAP and with an administrative ‘umber (720 Number assigned fot by CAP; 1) "Sere shallmear the services tobe performed by Supple for CAP under the Agreement; 4) “Supplier” shall mean each person or ett rcluing, where relevant, ts Afilates| that ener into ‘the Agreement 2. Acceptance 2.1, These General Conctions of Purchate,tagether withthe relevant Purchase Order sed by CAP, set ‘orth the tems under which CAP offers to purchase Goods and/or Sences fram supplier When ‘Supplracepts CAPs er, ether by acknowledgement, elvery of any Goods andr commencement ‘of performance of any Services,» binding contract shall be formes. Such Agreement is ited to these ‘General Conitions of Purchase as specied on the face and reverse of thi documer, the relevant Purchase Order and an attachments, CAP doesnot agree to any proporedarnendmen, alteration, or ation by Super. The Agreement canbe varied only in writing and when signed by the CEO and/or ‘CFO of CAP, Any other statement or writing of Supper shall ot ler, ado, or otherwise affect the ‘Agreement ‘Gracao Aiport Partners NV (CAP) General Gandlions of Purchase (Apr 2015) Paget22, CAP isnot bound by and heceby expressly rejects Suppir’s general cncitions of sale and any addtional or diferent terms oF provisions that may appear on any proposal, quotation, price Ist {cknowledgient, vac, paling sip or the lke used by Supplier. Course of perfomance, course of ‘ealng and urage of trace sal nat be apples to modi these General Condon af Purchase 2.3. A costs incurred and to be incutred by Supplier In preparing and submitting any offer and/or acceptance of CAPs oler andor frmalizng the Agreement sal be forthe account of Suppl. 3. Time ofthe Exsence ‘Time's ofthe essence ad al dates refered tin the Agreement sal be fm. the event that Supplier ntcpates any ify In complying with any delivery date or any of other obligations under the ‘Agreement, Super shall promptly notify CAPin wing 4. Delivery of Goods 4.1 Al|Goods shall be deleted ta the premises of CAP, unless expresy agreed terse In wetng of ® final destination determined by CAP. The com of fe] transportation, insurance, lading, unloading, forage in the port, cost of Curapao Port Series NV, Customs, import duties and other taxes, ‘transportation over the road tothe sport ee are for Supple’s account ules grad otherwise in wring “42. Delivery shall be completed when the Goods are delivered Yo CAP at the arp premises, o in secordance with the transfer of risk as per the Agreement or applicable Incoterm, but this shal mot onsttute acceptance ofthe Goods, 443. upper shal, concucenty withthe delivery ofthe Goods provide CAP with copies of alappicable Fcenses Each delivery of Goods to CAP shall ncude a pachng lit which contains at Teast) the applicable PO Number, i) the quantity shipped, and (i) the date of shipment 144, Supple shall make no partial deivery or delivery before the agreed delvery dates). CAP reserves the night to refuse delivery of Gods and return same a Supple’ isk and expense Supplier defuts In the manner and time of delivery ori the rate of shipment CAP shall not be lb fr any costs Incurred by Supplier related to production, instalation, assembly or any other wok related to the ‘Goods, pir to delivery in accordance with the Agreement. 145, Any design, manufacturing ntallation or eter work ta be performed by of on behalf of Supplier ‘under the Agreement shal be executed with goed workmanship and using proper mates 6, Supple shal pack, mark and hi the Goods in aeordance with sound commercial practices and (CAs specifications in such manner ato prevent damage during ansport and to facitateeffice tunloacing handing and storage, and al Goods shall be clearly marked as destined for CAP ‘Goracao Airport Partners NV. (GAP) General Conditions of Purchase (ApA12013) Page?47. Supple shal be esponlbe fr any lots damage due tots failure to properly preserve, package, handle before deliver) or pack the Goods; CAP shal not be requited to assert ny cls fr such oss ‘or damage against the common carrie involved but ete to claim compensation fom Supper ‘rect Supplier shal indemnity CAP foray losses or damage incuted respective whether the crit forthe insurance compensated Supplier. 5 Changes to Goods Supplier shall ot, without prior writen consent of CAP, make any changes affecting Goods, inusing processor desig charges, changes to manufacturing processes nluding geographic cation) changes !Mlectng electra performance, mechanical frm aft, fnction,ensronmertal compatibility, chem ‘harcteritcs, Me elablity oF quality of Goods or changes that could have sgnifiant impact upon Supplies quality system. 6. Performance of Services 6. Suppller shall perform the Services with due skil and care, using the proper materials and employing sfficenty qualified staf. 62. Supple shal be ul abe for he aes and omisions of any and al third partis with which it has contacted in connection with the Series 163. Only wonten confirmation by CAP and isuance of 2 Purchase Order wth Number shall constitute acceptance ofthe Series performed 7. Inspecton, Testing, Rejection of Goods 7.4. Inspection testing of or payment forthe Gods by CAP shall not constitute acceptance. inspection ‘or acceptance of or payment forthe Goods by CAP shal not release Supple rom anyof ts obligations, ‘epresenttions or warranties under the Agreement. 172, CAP may, at any tne, inspect the Goods or the manufacturing proces fr the Goods. any inspection or tst by CAP is made onthe premises of Supplier, Supper shall provide ressonable facies and aitance forthe safety and convenience of CAPs inspection personnel, 73.18 CAP does not accept any ofthe Goods or Services, CAP shall prompt notify Supplier of such ‘ejection, and Cause 14 below shall poy. Within two 2] week from such ation, Supplier shall Callect the Goode from CAP at te own expense or shall prompt perform the Serves In accordance ‘th CAPs istuctions. Supplier doesnot olect the Goods within said two (2) weeh period, CAP may have the Goods delivered to Supplier at Suppbers cost, or with the Supplier's prior consent destroy the {Goods without prejudice to anyother rat or remedy CAP may have under the Agreement or at aw. {Goods or Series not accepted but already pad by CAP shal be reimbursed by Supplier to CAP and CAP ‘sll have no payment obligation fo any Good or Service not accepted by CAP. ‘Caracao Airport Partners NV. (CAP) General Conditions of Purchase (AprIZ015) Page7.4.23 resl of ampling inspection, any portion a alot or shipment of ke o sini temsis found not to conform othe Agreement, CAP may reject and atu the entre shiprento lt without further inspection or atts option, complete hepection fal tems nthe shipment ceo eject and tum any forall nonconforming units or accept them at 2 reduced price) and charge Supher the cst of such Inspection. 8. Prices; Payment £84, Unies provided otherwise inthe Purchase Order, delivery ofthe Goes and tile inthe Goods to (CA salto paceat the time rks ransferred to CAP pursuant to the appcable Ineoterm. £82, All prices quoted inthe Agreement sal be fied prices. Supplier warrants that Such pices are not In exces of the lowest pices charged by Supple to other simialy suse customers for similar {antes of Goods or Services of ike kind snd quality ana shall compensate CAP for any higher charged ‘Goods or Services, 183, (All pices ae gross amounts but excuse of any value adéed tax (VAT, sales tax, GST, consumption tax or any other similar ax ony (ifthe transactions as descibed in the Agreement are ‘Subject to any appleable VAT, sles tax, GST, consumption tax ar any othe similar tae, Supplier may ‘charge VAT, sles ta, GST, consumption tax or any her snr tat CAP wich shal be paid by CAP In addon to the prices quoted. Supple is responsible for paying any apsicable VA, sales ta, GST, {Consumption tox or ny eter sna tox tothe appropiate (ea authorities _Ator after the tne delvery has been completed as per Cause 4:2 but utitely within sit months rom ‘devery, Supple stall iesve an invoice mectng al applicable legal and fal requirements and which shall contain (i) the CAP PO number, and (i) wording that shall allow CAP to take advantage of any applicable “inp” tx deduetion In ation, Supplier salinfrm CAP wheter CAP s allowed to apy {ora exemption an tothe extent alowed under appicable aw in such sec stuation, 184. Any lcense fees sall be included in the pie. 85. All Invoices stould be submitted electronically to nvoice@rureae-lmpor.com, incuding all Felevant data such as valid and approved PO number, applcable legal and fiscal requirements and ‘applicable bank/account number details for payment. All payments will be done through bank payments only. £85, Subject tothe aceptance ofthe Gods and/or Services by CAP, and uns provided otherwise in ‘the Purchase Order, payment shallbe made 3 follows {a} ifthe CAP ordering enty is located in Curacao, within tht (30) days rom recat ofthe corret Invoke inline CAP PO number (0) the CAP ordeing entity located outside Curacao, within set (0) days fom the end ofthe ‘month of he recep ofthe correct oie in acordance with 8.3 in the proper form ‘Gracia Arpor Partners NV (CAF) General Conditions of Purchase (ApmIZ0z5) Paget8.7.1 Supplier fasta ful any of oblgations under the Agreement, CAP may suspend payment to ‘Supplier upon notice to Suppl. 8.8, AP and any ofits tite sal at al ies have the ght Yo set-off any amounts that any CAP ‘Afate owes o Supplier os Aiats under tis Agreement with any amounts tht Sufpller ots ‘ates owes to any Afliate of CAP under the Agreement or any eter agreement. Supplier Uuncondtonaly accept al payments by way of setting of amounts between Supplier and its Nats and ary CAP Ate 89, Supple acknowledges and arees that any emount tobe pald by CAP to Supplier nay be pad on ‘CAPs behalf by another ate of CAP andro tid party designated by CAP. Sopp hall wea such Dyment ast wee rade by CAP Ralf and CAPs obligation to pay to Supplier shall stomatal be “Sse and cichergein the amount pad by such enty or hid party. ‘8, Warranty 9. Supplier representsand warrants to CAP that: (a) al Goods are suitable forte intended purpose and shal be new, merchantable, of rod quality and fre rom all defectsn cei, material, construction and workmanship, (by al Goods stetyconply with the specications, approved samples andallother requirements under ‘the Agreement: [chal equived icensesia elation to the Goode ae ad shal sin ail and in ace, tat the scope of such leans shall propsrly caver the intended use of the Goods and ll such Icenses tall ince the Fight to transfer andthe ight to grant sublicenses; (a) al Goode shal be fre from any and all ens and encumbrances) all Goods have 2een designed, ‘manufactured and delvared, an al ences have been prouded im compliance with all applicable laws Cini labor laws regulation, EC Directive 2001/95 on General Product Safety. i) Goods and Serves ate provided wth and accompanled by al information and instructions necesay for proper and sae we (e) the Goods wil be accompanied by written and detailed specifations of the composition and ‘Characters ofthe Goode, to enable CAP to tanspon, store, proces, use, maitan replace and ‘4spose of such Goods safely and in compliance with iw. (fa Goods do not vite o ining any third party domestic or fregn patent, copyright (incl Dorrit rights and moral rights), trade sere, ademark or ater intellectual property its 92, These warranties ate not exhaustive and shal not be deemed to excise any warranties se by lm, Supolie?s standard waranties or ather rights or warranties which CAP may be enttled to. These ‘raronies shall survive any delery, Inspection, seceptance, payment or resale ofthe Goods, ad shall fertend to CAP and ts eastomers. Acceptance of or payment for, all or any part ofthe Gcods or Services furlhed under the Agreement shall not be deemed tobe @ waiver of CA right to cancel or return oF ‘eject all or any part thereof because of allure to conform Yo ode o¢ by eason of defects latent oF patent or other brechof warranties, oto make any cai or damages, including manefactrng cost: and loss of profits rater special damages incurred by CAP. “Garacao Airport Partners NV. (CAP) General Condlions of Purchase (APAIZOIS) Paes9.3, without prejudice to any other rights acrang under the Rereement or law, the warranties et forth In rte 9.1 wllsubsst fore prid of thirty sit (36) mnths from the date of delivery sper Cause 42, ‘or sich other period a agreed in the Agreement (the "Waranty Term’). Goods repaired or replaced ‘thin the Wranty Term are warranted for he remainder ofthe original Warranty Term of al Goods, ‘or twelve (12) months follwing the delivery date of such repaired or replaced Goods, whichever I longer. 10, Open Soure Software Warranty Unless the inclusion of same i pecially authorized in rng by duly authorized ofcrs of CAP and Unless aterwise stated inthe Agreement, Supper represent né warrants that he Goods donot Include any portion of ary Open Source Sofware. As used herein, “Open Source Software” shall ean: (a) any software that requires as condition of use, modifiation andor dtrloution of such software, ‘that sch software: ibe disclosed or distributed in source code orm i be iensed forthe purpose of ‘making derivative works (i) may only be redistributed re from enforceable intelectual property Fights andor (by any software that contains, served fom, or statically or dynamically inks to, any software Spectied under 10) 11, Nomconformity of Goods or Services 1111. any Goods or Sere are defective or otherwise do not conform tothe requements ofthe ‘Agreement, CAP shall notify Supplier and may, without prejudice to any other right or remedy avaliable te tunder the Agreement ora awa its sce sscretion: (o} dim afl refund of the price paid o Supplies or (by reuire Supper promptly to remedy the non conformance o to replace the nonconforming Goods with Goods meeting the specications, 1112. Supple hal bear all cot of ep, replacement an transportation ofthe nonconforming Goods, nd shal reimburse CAP in respect of costs and expenses (including, without tation inspacton, handling and storage costs) reasonably incurred by CAP in connection therewith 11.3 fick in eltion tothe nonconforming Goods shal pass to Supplier upon the date of notifiation thereof 12 Ownership and itllectual Property 12: Al machinery tools drawings, speciation, raw materials and anyother property or materi {unched to Supper by or for CP, or pa or by CAP, for use inthe performance ofthe Agreement, ‘all be and remain the sole exclusive property of CAP and shall nt be furshed to any third party ‘without CAPs rior written consent, and al nformation wth respect thereto shall be confidential at proprietary itormation of CA. Io adéon, any and al ofthe foregoing shal be used solely forthe Purpose of fuling orders from CAP, shal be marked as cwned by CAP, shall beheld at Supple’ isk, ‘aracao Airport Partners NW (CAP) General Gandions af Purchase (April 2018) Pageshall be kept in good condition and, if necessary, shall be replaced ty Super a Supplier's expense, shal be subject fo peiosc inventory check by Supplier a reasonably requested fom time to time by Cap, and sal be returned promptly upon CAP” fst request. Except ae atherwice expressiy agreed n wing Supper agrees to furnish at ts own expense all machinery, 00, and aw materials necessary to perform ts obigations under the Agreement. 122. Soppler represents and warrants 0 CAP that (the Goods ad Series 6o not and shall nat, alone ‘or in any combination ining or volte ay patent, Waderar, copyright including portrait rits and ‘mora hts) tradename, trae sare, henve or other proprietary right of any other party (closing Supplies employees and subcontractors), an a) that it lds al its tite and intrest necessary to leenze to CAP any Intellectual property riht (clang patents, trademark, coprihts, trade names, ‘rade secret, ences or other proprietary right) of every component ofthe Goods and/or Senwces provided to CAP, ar. whole or as ntegrated part of another Good/Sence, including but nt limited to ‘machinery, tos, drawings, signs, software, demos, moulds, specications or pleces 1323. CAP shall etal all ght in any samples, dat, works, materials and intellectual and other property provided by CAP to Supple. Al rights in and tes to deliverables (nin future deliverables) and ter data, reports, wors, inventions knowhow, Softwar, improvement, designs, devices, apparatus, practices, processes, methods, dafs, prototypes, products and other work product or intermediate ‘ersons thereof produced or acquired by Supple, its personnel or ks agents fr CAP under the Dareement (the “Wock Product) shall become CAP” property. Suppler shall execute and deliver any documents and do Such things 25 may be necessary oF desrable In order to cary into effect the provisions ofthis Cause 123. 224 Supplier shall nat nave any righ, te of interest in or to any of CAP samples, data, works, materials, trademarks and intelectual and other property or shall the supply of Goods and/or Senias Alone rin any combination, othe supply of packaging containing CAP trademarks or tradenames give Supper any right ote to these of sma trademarks or tade names. Supplier shall not use ny trademark, trode name or other Inston In relation to the Goods or Senices alone or in any Eembination without CAP" prior written approval and any use of ay trademark, trade name or other Indication as authored by CAP shall be src in accordance with the instructions of and for the purposes specified by 2. 225. Supplier shall not, without CAP prior written consent, publdy make any reerence to CAP, whether in res releases advertisement sales erature o otherwise 13 Intellectual Property Indemnification 418: Supplier sal indernfy and hold harmless CAP, ts Aflates, agents and employees and any person seling of using any of CAP” prods in respect of any and all calms, damages, costs and pense cus but not ied ols of profit and reasonable atoreys fees) in connection with ‘ny thir party claim that any ofthe Goods or Services aloe o in any combination o ther use ining ny patent, trademark, copyraht including poral rights and moral right), rade name, trade secret, lcense or other proprietary ight of any other party or any intelectual property rg, o, so directed by CAP, sal defend any such claim at Supper’ own expense. ‘Graco Apor: PartnersNNV. (CAP) General Condtlons of Purchase (APAIZ013) Page?182. OM shal give Suplier prompt writen notice of any such claim, pronded, However, any delay In note shal not relieve Super of ts obgpions hereunder except tothe extent sprees by such delay. Supplier shall provide al asstance In connection with any such claim 25 CAP may reasonably require 4333.1 any Goods o Serves alone orn any combination supplied under the Agreement are held to onsttute an infringement or their oe Is enjoined, Supple sal 2s dected by CAP, but at is own expense sitter (a) procure for CAP or customers the right to continue using the Goods or Series tone or in any Eombinaion: or (b) replace or modty the Goods or Serves alone or in any combination with 2 functional, non- infringing equivalent 13.4.1 Supple is walle ether to procure for CAP the ight to continue to use the Goods or Services Blane or in any combintion oto replace or most the Goods or Secs alone orn any combination in accordance wit the above, CAP may terminate the Agreement and upon such termiration, Supper shal reimburse to CAP the price paid, without prelude to Supper’ obligation to indemnity “CaP asset for ren 14 Indemnifieation “Supplier shall indemnity and hol harmless CAP, Its Ailates, agents and employees and anyone seing ‘oF using any of CAP” pds, rom and aga al sus, actions, legal or administrative proceedings, ‘laims, demands, damages, judgments, lables, interest, attorneys’ fees, costs ard expenses of ‘whatsoever ind or nature (ineluing but not limited tO special, indirect, incientl, consequential “Samages, whether ansng before orate completion ofthe gery of the Goods or performance of ‘the Services covered br the Agreement, in any manner caused or caimed 0 be caused by the acs, ‘omission, fous, breach of express of imped waranty, breach of any of the prevsions of ths ‘Rereement or negligene of Supplier, of of anyone acting under its ection or contol or on its Beal, In connection with Goods or Series funshed by Supplier to CAP under the Agreement 15. Compliance with Laws ‘Suppir shall a all ines comply with al ws, rues, regulations, and ocdnances aplable to the ‘Agreement, incising, but ot limited to, all fai labor, equal opportunity, and enonmental ‘complance laws, ules regulations, and ordinances. Supplier shall furnish to CAP ayy information requlred to enable CAP 0 comply wih any applicable ews, ules, and regulations ints we ofthe Goods and Series. f Suppl sa person or lega entity doing business in the United States, andthe Goods “and/or Services are sod to CAP under federal contractor subcontract, al applicable procurement regulations required by federal statute or regulation to be inserted in contracts or subcontracts are hereby incorporated by reference Adina if Supper is a person or legal entity cing busines In ‘Goracao Airpor Partners RV (CAP) General Conditions of Purchase (Apr 2015) Paget‘he United States, the Equsl Emoyment Opportunity Causes set forth in 42 Cate of Federal Regulations, Chapters 601.4, 60-2505, nd 60-7415, re hereby incorporated by reerece 16, Personal Data 16, where Supplier nthe performance of the Agreement processes personal data (es defined by applicable law) of CAPs employees, contractors or business partners (hereafter cllethel eferred to 95 "Personal Dat"), then Supper agrees and warrants that Suppl shal {a} comply with al privacy and data protection lw and regulations applicable tots Servis. {by process Personal Dts oni insofar necessary for the Series rendered to CAP and zs permitted or required by law: (c)keep the Personal Osta configentiat (a) take appropriate teenie physal and organizational scuny measures to protec te Personal Data against oss, unautorized o unl precessing and {6} prompt inform CAF of ny actual or suspected sect incident invehng the Persona Oat, 162. To the extent that Supplier allows a (subcontractor to process the Personal Data Sunpler shall “ensure that binds such (subjeotractr to ablations which provide a sila level of protection as this 263. Supplier shall upon the termination ofthe Agreement, securely rasa or destroy all records oF ‘documents containing the Personal Ota, Supper accepte and confme that fi sole Fable for any Unauthorized olga arocessing oF loss of the Personal Osta, f Supper falls to erase or destroy the Personal Data upon terination of he Agreement 264 Supple sal indemty and hold harmles CAP, their fcr, agents and perscanl from any damages fins, losses and cais asing out oa breach of Causes 161, 16.2and 163 17, export Contos Compliance 1372 Supplier agrees and warrants that i wil comply with al applicable iterations! and rational export contol lowe ard regulations and will nt export o¢ re-export, directly oF lnecty, any information, goods, sofware and/or technology to eny county for whieh the European Union Or the Unites States of Ameren or any other country, atte tine of expor or r-xp. Feaies an export license or other goverment approval, without fst obtaining such lense or approval 172 Supple agrees tolform CAP in writing whether or not the supplied information, goods, software and/or technology Is US controled and/or controled under the export contol laws of tis own country, {and 20, Supple wll inform CAP about the extent ofthe restictions (icing but ot lied t> ‘Garacao Airport Partners NAV. (CAP) Geneval Condions of Purchase (ApAIZ013) Poe?export contol legal urstion, export conel dasfiation numbers, expert contol enses and/or (CATS a aplcble}, 17.3 Supple shal obtain linterrational and national export lcensesor sin permis required under all ppable export contol laws and regulations and shal grove CAP with ll information reguired to tenable CAP and its ustomers to comply with such aws and regulations 174 Supper agrees to indemnify and holé CAP harmless trom any clams, Hates, pent, fortetures, and asccated costs and expenses including storey’ es), which CAP may incur de to Suppliers norcomplance with applable laws, rules and regulations. Supplier agres t notily CAP bromety of Supers receipt of any such ntice ofa olation of any expert contra eat aw, rule or regulation, whien may affect 18, customs Compliance 138.1 On an annual basis, or upon eae request of CAP, Supper shall provide CA witha supplier decaraton of origin in relation to the Goods sient to satiny the requrements of) the customs authorities ofthe county of cei, ard i) any applicable export licensing regaton, including those thereot, have been produced i the United States or originate In the United States. Dual-use Goods, or ‘others classed Goods supplied by Supplier shoul be clearly detifed by ther csifation code, 18,2Forall Goods that qualify for application of Rejonal or Fee Trade Agreements, General Systems of Preferene or other preferential arrangements, itis the responsibilty of the Supplier te deliver products ‘withthe appropriate documentary evidence (eg. Suppliers declaration, preferential ongin Eericatefinoice declcation) to confi the preferential origin satus 18:3 Supple shall mark evry Good or the Gooe's container if there sno rom onthe Good isel with ‘the country of rin Supplier sal marking the Goods, comply wit the requirements ofthe customs authorities ofthe country of receipt. any Goods a imported, Supp shall when posible alow CAP tobe the importer of record CAP isnot the importer of record and Suppl obtats duty drawback Fights tothe Goods, Supplier shall, upon CAP request, provide CAP with documents required by the tustomsauthories ofthe country of recep to prove Importation and to transfer duty drawback rights toon. 19, Uation of abilty 193, Neither Party excludes or fms is labilty for death or personal injury aig from its own rneigence, faut or for any ably that cannot bylaw be excluded or ited. * commodity Classification Automated Tracking System (CCATS) san alphanumeric code assigned by ‘the United States Bureau of industry and Security (8S) to products that thas classed under the Export ‘Administration Regulations (EAR. Taracao Arpore Partners Ni (CAP) General Conditions of Purchase (April 2019) Page 1019.2 subject to Cause 19.1, NO EVENT SHALL CAP BE LIABLE UNDER ANY THEORY OF LABILITY, FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHICH INLUDES WITHOUT LUMITATION DAMAGES FOR LOST PRORTS OR REVENUES, LOST BUSINESS OPPORTLNITIE, LOSS OF IMAGE OR LOST DATA, EVEN IF CAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES and in ‘no event shall CAP be Habe to Supplier, its succesiors or assigns for damages in exes ofthe amount ve to Supplier for compete performance under the Agreement, less any ameunt already paid to Supalie by CAP. 20. Force Majeure tn the event that Suppber is preventea trom pertorming any of oblgatons under the Agreement for reason of force majeur (being an event unforeseeable and beyond the contra of Supls) and Supper has provided sufelent proof forthe exitence of the force majeure, the performance ofthe obigation ‘concerned shal be suspended forte duration ofthe force majeure, CAP shal be ented to terminate ‘he Agreement with mmeciae effet by witen novice to Suppl, immediately if the context ofthe non performance ists immediate termination, and in any event the circumstance constituting force majeure endures fr more than thirty (30} ays and, upon such natie, Super shall not be {entitled to any form of compensation in relation to the termination. Force majeure on the part of Spplie shal in any event not inl shortage of personnel or production materals or resources, strikes, ot ofcaly declared epidemic or pandemi breach of eonvact by tied parties contracted by Supplies, financial problems of Suplir, nor the fabity of Supple to secure the necessary eens in respect of software tobe supplied or the necessary legal or administrative permits or authorizations in ‘elton tothe Goods orServcest be soppled 21, Suspension and Termination 21. without prejudice to any ther ight or remedy avaliable to CAP under the Agreement ora lw, CAP shall be enthled at te dsretion to suspend the performance ofits oblgtions under the ‘Aareement in whole orn part orto terminate the Agreement in whole orn art by neans of writen notice to Supp in the event that {a Supper Mesa voluntary petition in bankruptcy o¢ any voluntary proceeding relating to insolvency, receivership, lquldation,asgnment forthe Benet or creditors or similar proceeding; [by Supplier becomes the subject of a petton in bankruptcy or any proceeding relating to insoveney, receivership, lqudation, asghment forthe benefit of cedtos or sar proceeding; {c) am attachment i placed on aszete of Supplier which may, n the sole dseretion ef CAP, affect the timely or proper delivery ofthe Goods or Services, [c) Soper ceases or threaten to cease to carry on busnesin the ordinary couse; (e) Supper breaches ay of ts obigstions under the Agreement or CAPs, nts reasonable dsreton, ‘etermines at Supper cannot of hall not deliver the Goods or perform the Series 35 reauied, or {1 Supple als to provide adequate assurance of performance following request by CP. 2112. CAP shall not be lable to Supplier by virtue of such termination “Caracao Airport Partners RV, (CAP) General Conditions of Purchase (pri 2015) Paget wig22, Confidetiaiy 22. Supper shall teat all nfrmation provided by or on behalf of CAP or generated by Supplier for AP under the Agreement ae confident All ich Information shall be Used by Suppl only for the Purpose ofthe Agreement, Supper hall protect CAP” information using nt less thanthe same depree (of care with which teats ts oun confident informatio, but aa ines shall use atleast reasonable fare. All such information shall remain the property of CAP and Supplier shall, upen CAP” demand, promptly return to CAP alsuch Information and shall at retain any copy thereot 222. The existence and the contents ofthe Agreement shal be treated as confidential by Suppl. 23, Miscellaneous 28. Super will maintain comprehensive or commercial general ability insurance (icuding products abit, property damage srt perona nur Ea, and any other Iablty a2 may be requested by AP) with, ures terse agzeed by CAP, mis Kit of 2 lin USO for cans of edly nur, incuding death, and any other damages that may arse from use of the Goods or Series or ats oF ‘missions of Supplier under the Agreement. Such insurance pocies wl be writen with appropriately Icensed and financially responsible Insurers. Supper shal inform CAP of any cancelation oe reduction In coverage wth 2 minimum of 30 day prior written notice. Creates of insurance evidencing the required coverage and ims and insurance poles shall be furished to CAP upon CAPs request. 232 Sele shal provide Goods and ender Serces hereunder as an independent contractor and not 235 an agent of CAP and nothing contained inthe Agreement i intended to creat aparneship, Joint ‘enture oF employment relationship between the partes ivespectve of the extent of economic Aependency of Supplier on CAP. 233. supper shall ot subcontract, transfer, pledge or asian any of sights or obligations under the ‘greement without the prioe whiten consent of CAP. Any such pre-approved subconactn, transfer, ledge or asignment shall ot release Suppl rom ts ebegations under the Aareemex. 23.4. The rights and remedies reserved to CAP ate comulatve and ae ination to ary other or future "ets and remesies availble under the Agreement, a aw rn eau 235. Supplier shall provide CAP writen ate of al product scontinuances twelve [12} months rior to the lst order dt, including as 9 minimum CAP part numbers, substitutions, ard last order and shipment dates. 236. Nether the flare nor the dela of CAP to enforce ay provision ofthe Ageemest shall constitute ' waiver of uch provision ofthe right of CAP to enforce each and every prowsion ef the Agreement No course or prior dealings between the partes and no usage of the Wade shal be relevant to determine the mearing of he Agreement. No waiver, consent, mediation oF amendment of the terms ofthe Agreement stl be binding unless made in a wring special refering tothe Agreement Signe by CAP a Suppl ‘Garacso Airport Partners NV. (CAP) General Conditions of Purchase (AprIZ015), Pagel227, Inthe even that any provisions} of these General Condon of Purchase and ofthe Agreement Stall be held invalid, unlawful or unenforceable by # court of competent jurisdiction or by any future legislative or administrative action, such holding o action shall rot negate the vat or enforceabilty ‘of anyother provisions ofthe Agreement. Any such provision held inal, unlawful or unenforceable Shall be substtted bya provision of similar impor refetng the orginal intent ofthe cause to the ‘ntent permisble uncer applicable law 235, Altes and conitons ofthe Agreement which are destined, whether express or implied, to Survive the termination or the expiration of the Agreement, including but not limited to Warranty, Imtelecva Property, Confidentiality and Personal Data, shall sve 239. The Aereement shal be governed by and construed in accordance withthe ews of Curaga0. 23:10. Supplier and CAP each consents tothe exclusive jursction ofthe competent Joint Court of Justice of Aruba, Cura, Sint Maarten and of Boaite Saint Eustatius and Saba, using the location of Curacao; or (i) at the option of CAP, the jrsdetion ofthe eniy of Supplier to which he oder was paced rfl atthe option of CAP, the Juristction where CAP may place an attachment on assets of Supplier inorder to secure 3 li oi) atthe option of CAP, fr arbitration n whch case Clause 23.21 applies Supplier hereby waives al defenses of lack of personal urslction and forum non-convenience. 23:1 Iso chosen by CAP in accordance with Clase 23.10, any dispute, controversy or claim arising out ‘of on connection wth this Agreement, or their brech, termination or vai shal be fal sees Under the Rules of arbitration of STICHTING ARBITRAGE INSTITUUT VAW DE NEDERLANOSE ANTILLEN EN ARUBA AINA"), 388 “permanent ail institution” under UNCITRAL Medel Law on iterations Commercial Artion, United Nations document A/40/17, Annex as approved by the Uited Nations Commision on International Trade Law, which Supplier and CAP decare to be known to them. Supper ‘and CAP agree that: () the appointing authorty shall be the AINA; (there Shall be tee (3) ‘rotator i arbitration hal take place in the jursction of Curacao, atthe option of 2, the Isition ofthe Suppers entity having received the order [the language to be used inthe ‘actztion procedigs shall be English; and (the material laws tebe apple bythe arbitrators shal be the laws as determined under Clause 239 CAP General Conditions of Purchase Version Apri 2015 ‘araeao Alport Partners NV (CAP) General Conditions of Purchase (April 2015) Pose