Filed with the Chamber of Commerce on January 25, 2024 under number 34059024.

Article 1 Definitions

1.1 Capitalized terms in these Terms shall have the following meanings:

• Dehaco: the selling party that supplies the products and/or services, being Dehaco BV and/or its affiliated companies.

• Purchaser: the counterparty of Dehaco, being the purchasing party.

• Offer: any form of offer made by or on behalf of Dehaco, including but not limited to quotations, price estimates and proposals for orders or Agreements.

• Agreement: all agreements between Dehaco and Purchaser concerning the sale of products and/or the performance of work and services by Dehaco, including all appendices and amendments to that Agreement.

• Terms and Conditions: these General Terms and Conditions of Delivery of Dehaco.

Article 2 Applicability

2.1 These Terms and Conditions apply to every offer, order, quotation, Agreement or any other legal relationship between Dehaco and the Purchaser, unless the Terms and Conditions have been expressly rejected.

2.2 The applicability of any purchasing or other conditions of the Purchaser is hereby expressly rejected.

2.3 Additions and amendments to the Agreement must be recorded in writing, by mutual consent.

2.4 If Dehaco concludes agreements with the Purchaser more than once, the present Terms and Conditions shall apply to all subsequent agreements.

2.5 If Dehaco does not always require strict compliance with these Terms and Conditions, this does not mean that the provisions thereof do not apply, or that Dehaco in any way loses the right to demand compliance with the provisions of these Terms and Conditions in all cases.

Article 3 Offers

3.1 Offers are without obligation, unless stated otherwise.

3.2 Agreements are concluded through an offer and acceptance thereof and can take place via any means of communication.

3.3 Dehaco is entitled to revoke the Offer within three (3) full calendar weeks after the Purchaser has accepted Dehaco's Offer.

3.4 Dehaco cannot be held to its Offers if the Purchaser could reasonably understand that the Offers, or a part thereof, contain an obvious error or typographical error.

Article 4 Terms of Delivery

4.1 Dehaco is authorized to make partial deliveries and is authorized to invoice these completed parts separately. If the agreement is performed in parts, Dehaco may suspend the performance of those parts belonging to a subsequent part until the Purchaser has fulfilled its obligations under the previous partial deliveries.

4.2 The Purchaser is obligated to accept goods and services, the delivery of which has been agreed upon by Dehaco, at the time and location agreed upon between the parties under the relevant agreement and/or these Terms and Conditions. If the Purchaser refuses to accept delivery or fails to provide information or instructions necessary for delivery, Dehaco is entitled to store the goods at the Purchaser's risk. All costs incurred in connection with storage and transport shall be borne by the Purchaser.

4.3 The Purchaser is obligated to accept and pay for the goods after the Agreement has been concluded. Under no circumstances may the Purchaser invoke a right of withdrawal unless Dehaco grants approval.

4.4 Unless expressly agreed otherwise, delivery will take place at Dehaco's factory or warehouse on an Ex Works basis in accordance with the most recent version of the ICC Incoterms.

4.5 After the Purchaser has received the goods and/or services delivered by Dehaco, the Purchaser must inspect the goods and/or services for completeness and soundness as soon as possible, but in any case within ten (10) business days of receipt. Visible defects or inaccuracies must be reported to Dehaco in writing within the aforementioned period. Failing this, the Purchaser will be deemed to have received all that was delivered in good condition, all on penalty of forfeiture of any claim by the Purchaser in this regard. This also applies in the event of partial deliveries.

4.6 The term for delivery or performance commences upon the conclusion of the Agreement or, if payment to Dehaco of an amount has been agreed upon before or at the commencement of the performance of the Agreement, upon receipt of full payment. Delivery times are approximate and never constitute a deadline, unless otherwise agreed. If Dehaco is partly dependent on the Purchaser's cooperation for the performance of the Agreement and the Purchaser fails to provide such cooperation for any reason, the term for performance will be extended by as much time as Dehaco reasonably requires to remedy the delay caused by the Purchaser's failure. The same applies if delays in performance arise as a result of requests from or on behalf of the Purchaser or a government agency to amend, adjust, or supplement what has been agreed. The additional costs incurred by Dehaco for the cases referred to in this article shall be borne by the Purchaser. In the event of late delivery, Dehaco will not be in default until the Purchaser has sent Dehaco written notice of default, taking into account a period of at least fourteen (14) calendar days, and Dehaco also fails to meet its delivery obligation within that period for reasons attributable to it.

4.7 The risk for an item to be delivered by Dehaco shall permanently pass to the Purchaser upon delivery.

Article 5 Retention of title

5.1 All goods delivered and yet to be delivered remain the exclusive property of Dehaco until all claims that Dehaco has or will obtain on its Purchaser, including in any case the claims referred to in Section 3:92, paragraph 2 of the Dutch Civil Code, have been paid in full.

5.2 As long as ownership of the goods has not been transferred to the Purchaser, the Purchaser may not pledge the goods or grant any other rights to them to third parties, except within the normal course of business. The Purchaser agrees, at Dehaco's first request, to cooperate in establishing a pledge on the claims the Purchaser acquires or will acquire from its customers arising from the resale of goods.

5.3 The Purchaser is obliged to store the goods delivered under retention of title with due care and as identifiable property of Dehaco.

5.4 Dehaco is entitled to repossess goods delivered under retention of title and still in the Purchaser's possession without prior notice of default if the Purchaser is in default of fulfilling its obligations under the agreement or is experiencing or is at risk of experiencing payment difficulties. The Purchaser shall at all times grant Dehaco free access to its premises and/or buildings to inspect the goods and/or to exercise Dehaco's rights. The costs of repossessing and, if applicable, liquidating the goods shall be borne entirely by the Purchaser.

5.5 If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Purchaser is obliged to inform Dehaco thereof immediately.

5.6 The aforementioned provisions of this article shall not affect any other rights to which Dehaco is entitled.

Article 6 Prices

6.1 Unless expressly stated otherwise, a quoted or agreed-upon price does not include VAT or any other government levies due in connection with the agreement, nor, if Dehaco arranges for the transport of goods, does it include costs related to packaging, shipping, and insurance. Dehaco may invoice the items mentioned in the previous sentence separately and in full.

6.2 If the costs for Dehaco to perform the Agreement increase because cost factors relevant to the price have risen after the time of Dehaco's last (price) offer, Dehaco is entitled to charge additionally for those higher costs through a price adjustment and to apply the newly established price.

6.3 If Dehaco and the Purchaser have agreed on a price in a currency other than the Euro and the value of that other currency decreases in relation to the Euro after the time of Dehaco's last (price) offer, Dehaco is entitled to adjust the price as much as necessary to correct the decrease in value that has occurred until the time of full payment.

Article 7 Payment

7.1 Unless expressly agreed otherwise, the agreed price must be paid in full, without any discount or settlement, within thirty (30) days after the invoice date stated on the relevant invoice, by transfer to the bank account specified by Dehaco for that purpose. 7.2 Unless Dehaco has expressly agreed to a deferral of payment, the Purchaser is not entitled to suspend payment of the price on the grounds that the goods delivered or performed by Dehaco are, in its opinion, defective. 7.3 If payment is not made on time, Dehaco is entitled, without prejudice to its other rights under the law or agreement and without any notice of default being required, to:

1. suspension of the performance of the agreement for which the Purchaser is in default of payment, as well as of any other agreements with the Purchaser;
2. Compensation for damages resulting from late payment, which compensation shall in any event consist of the statutory commercial interest (as referred to in Articles 6:119a of the Dutch Civil Code and 6:120, paragraph 2 of the Dutch Civil Code). Interest shall be forfeited from the moment the Purchaser is in default of payment until the moment the Purchaser has paid in full all that it owes to Dehaco. Each time after the end of a year, the interest referred to in the previous sentence shall also be due on the interest already forfeited but not yet paid;
3. reimbursement of all judicial and extrajudicial costs, the latter costs being deemed to consist of at least 15% of the amount the Purchaser has not paid on time and which Dehaco claims.

7.4 If Dehaco has reason to doubt the Purchaser's fulfillment of its payment obligation – whereby the following circumstances on the Purchaser's side in any case constitute sufficient reason for doubt: repeated failure to pay, seizure against the Purchaser, suspension of payments, bankruptcy, full or partial cessation of business – all that the Purchaser owes Dehaco shall become immediately due and payable and Dehaco shall be entitled to suspend the fulfillment of its obligations until full payment or – to Dehaco's satisfaction – security for payment has been received. If security or full payment is not provided within fourteen (14) calendar days of the request to do so, Dehaco shall be entitled to immediately and without judicial intervention terminate the relevant agreement, without prejudice to its right to compensation for damages suffered and/or yet to be suffered and without being liable for any damages.

Article 8 Agreed services

8.1 If Dehaco supplies goods, Dehaco will only be responsible for assembly, installation, commissioning and/or maintenance if and to the extent that this has been expressly agreed.

8.2 If it has been agreed that Dehaco will take care of the assembly, installation, commissioning and/or maintenance, the Purchaser will provide all possible cooperation, permits, access and materials required by Dehaco to carry out the assembly, installation, commissioning and/or maintenance, unless otherwise agreed.

Article 9 Intellectual property and confidentiality

9.1 Dehaco reserves the rights and powers granted to it under intellectual property laws and regulations. If a third party infringes Dehaco's intellectual property rights, the Purchaser shall notify Dehaco immediately.

9.2 All data and information of a commercial and confidential nature belonging to Dehaco, including but not limited to drawings, catalogues, product designs and software, which Dehaco provides to the Purchaser, may not be copied or made available to third parties without prior written permission from Dehaco.

9.3 Dehaco shall have the right to use the knowledge it has acquired through the performance of an Agreement for other purposes as well, provided that no strictly confidential information of the Purchaser is brought to the attention of third parties.

Article 10 Quality

10.1 Dehaco will deliver goods and perform work that meets the quality requirements expressly agreed upon and the statutory regulations in effect in the Netherlands at the time of Dehaco's last offer. If Dehaco becomes aware of new relevant statutory regulations in the Netherlands after its last offer but before delivery, Dehaco will notify the Purchaser. The performance to be provided by Dehaco will be adjusted by mutual agreement. The delivery period will be adjusted as necessary, and any additional costs incurred by Dehaco as a result of the adjustment will be borne by the Purchaser. To the extent that no express quality requirements have been agreed upon regarding the goods to be delivered or the work to be performed, the quality of the goods to be delivered and the work to be performed will not fall below good average quality.

10.2 If a permit is required for the possession and/or use of goods, the Purchaser shall be responsible for obtaining it.

Article 11 Defects

11.1 A warranty period of twelve (12) months applies to the rectification of defects or deficiencies in goods and/or services supplied by Dehaco. Dehaco reserves the right to deviate from this warranty period.

11.2 Shortcomings and defects must be reported to Dehaco in writing within ten (10) working days of discovery.

11.3 In the event of shortages or defects reported to Dehaco in writing promptly after discovery, Dehaco will remedy the defect by repair or replacement. If the shortage or defect can only be remedied at a cost that is disproportionately high for Dehaco, Dehaco may reduce or refund (a reasonable portion of) the price for the delivered goods, or Dehaco may declare the relevant agreement dissolved in writing. Dehaco reserves the right at any time to choose between the aforementioned options for remedy.

11.4 The following provisions also apply with regard to the rectification of deficiencies and defects:

1. The cancellation will take place, as much as possible, at a location designated by Dehaco. The goods will travel to and from that location at the Purchaser's expense and risk.
2. In the event of reversal outside the Netherlands, the travel and accommodation costs of those who conduct the investigation and carry out the reversal will also be borne by the Purchaser.
3. Goods or parts that are released upon replacement automatically become the property of Dehaco.
4. The Purchaser shall have no right against Dehaco to rectify any shortages or defects which are likely to be the result of normal wear and tear, improper or careless use, use not in accordance with the intended purpose, or failure to (correctly) follow certain directions or instructions from Dehaco.
5. The Purchaser's right against Dehaco to rectify shortages or defects shall lapse if the defect or shortage arises from negligence, intent or gross negligence on the part of the Purchaser.
6. The Purchaser's right against Dehaco to rectify shortages and defects shall lapse if the Purchaser carries out the rectification itself or has it carried out by a third party without prior permission from Dehaco.
7. The Purchaser's right against Dehaco to rectify any shortages or defects shall lapse if the Purchaser has made changes to the product without Dehaco's prior consent.
8. The occurrence of shortages or defects does not constitute grounds for suspending the Purchaser's payment obligation to Dehaco. If the Purchaser fails to meet its payment obligation even after a written reminder, this will result in the forfeiture of its right to have shortages and defects repaired.
9. No warranty is provided for second-hand goods unless expressly agreed otherwise.

11.5 If any shortages or defects occur with regard to goods that Dehaco has obtained from third parties, or with regard to work that Dehaco has had carried out by third parties, then the rectification thereof will only be done free of charge, insofar as the third party bears the costs of rectification.

11.6 The occurrence of shortages or defects which Dehaco is obliged to rectify can - except in the case mentioned in 11.3 - only constitute grounds for termination of the relevant agreement by the Purchaser if Dehaco, even after a written reminder, fails to rectify the shortage or defect within a reasonable period, but at least a period of fourteen (14) calendar days.

11.7 Any claim by the Purchaser regarding the cancellation, performance, annulment or termination of the agreement shall lapse if the Purchaser has not validly initiated legal proceedings against Dehaco in accordance with this article within three (3) months after the Purchaser has reported a shortage or defect in a timely manner in accordance with the provisions of 11.2.

11.8 If there is any conflict between the provisions of this Article and Article 12, the provisions of this Article shall prevail.

Article 12 Returns

12.1 Dehaco operates a strict returns policy, whereby goods ordered from Dehaco can only be returned under the conditions stated in this article.

12.2 Items, regardless of the reason for return, must be returned to Dehaco in writing within 14 days of receipt using the return form. This return form can be found at www.dehaco.nl/retour.

12.3 Items returned, regardless of the reason for return, must be:

• to be complete and packed in original packaging;
• to be free from damage and/or modifications;
• be sent to Dehaco in a proper manner

12.4 If the reason for the return, other than the reason stated in Article 11, concerns an error or shortcoming on the part of Dehaco BV, then:

• Dehaco will ensure free return by means of collection by Dehaco, at the request of Dehaco via shipment or in another way, all at Dehaco's discretion;
• Dehaco has the authority to choose between repair or replacement of the product or, if the aforementioned options are not suitable for any reason, to choose to refund the sales price to the Purchaser;
• grants Purchaser Dehaco a reasonable period to complete the logistical and administrative actions.

12.5 If the reason for the return is not an error or shortcoming on the part of Dehaco BV, returns will only be accepted if the following conditions are met:

• The items to be returned must have been purchased directly from Dehaco, i.e. not through an intermediary;
• The items to be returned must be of a standard nature, meaning that the items returned are not clearly personal items, such as but not limited to custom-made items, items that are clearly intended for the Purchaser to the general public, such as company colours, company logos and items that are not included in Dehaco's standard range;
• The items to be returned must not upset Dehaco's inventory or liquidity position, for example due to the number or volume of the items to be returned;
• The items to be returned must be returned as new, unused and in the original and undamaged packaging;
• Item must be standard stock product;
• If, in Dehaco's opinion, the product does not meet the above conditions, Dehaco may refuse the return or choose to accept the return and charge additional costs. The same payment rules apply as stated in Article 7 of the Terms and Conditions.

12.6 If the return shipment cannot be considered a return shipment due to an error by Dehaco in accordance with Article 12.5, the following procedure applies:

• Upon receipt of the return shipment, Dehaco will inspect the return shipment and, in the event of deviations from the requirements established by Dehaco, inform the Purchaser of these deviations;
• Dehaco will charge the Purchaser 10% of the net item value excluding VAT as return costs.

12.7 If the Buyer wishes to return their order, or part thereof, the value of the return shipment must be at least €75. Dehaco may immediately refuse returns with a value of less than €75.

12.8 In the event of a refund for returned items, for whatever reason, Dehaco will endeavor to effectuate this refund within 30 days of receipt of the returned goods.

Article 13 Liability and indemnity

13.1 If Dehaco is liable, then this liability is limited to what is stated in this provision.

13.2 Dehaco shall not be liable for any damage of any nature whatsoever arising from Dehaco's use of incorrect and/or incomplete information provided by or on behalf of the Purchaser.

13.3 If Dehaco is liable for any damage, its liability is limited to and will never exceed the invoice amount paid for the product(s) giving rise to such a claim. A series of related damage-causing events is considered a single event for the purposes of this article.

13.4 Dehaco's liability is in any case limited to the amount of the payment from its insurer in the event in question.

13.5 Dehaco can only be held liable for direct damage. Direct damage is understood to mean only the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage as defined in these Terms and Conditions, any reasonable costs incurred to ensure that Dehaco's defective performance complies with the agreement, insofar as these can be attributed to Dehaco, and reasonable costs incurred to prevent or limit damage, insofar as the Purchaser demonstrates that these costs have led to a limitation of direct damage as referred to in these Terms and Conditions. Dehaco is never liable for indirect damage, including but not limited to consequential damage, lost profits, lost savings, and damage due to business stagnation.

13.6 The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of (statutory) directors or equivalent managers of Dehaco.

13.7 Any claim for compensation for damages under this Agreement shall lapse if it is not notified to Dehaco in writing within ten (10) calendar days after it arose and if legal proceedings are not subsequently instituted against Dehaco within this period within three (3) months after the date of its arose.

13.8 Purchaser shall indemnify Dehaco against any claims by third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to parties other than Dehaco.

Article 14 Force Majeure

14.1 Force majeure, as defined in these Terms and Conditions for Dehaco, includes, in addition to its definition in law and case law, all external causes, whether foreseen or unforeseen, beyond Dehaco's control, the consequences of which Dehaco could not reasonably have prevented, but which prevent Dehaco from fulfilling its obligations. This also includes organized or unorganized strikes.

14.2 During force majeure, Dehaco's obligations will be suspended. If the period during which Dehaco is unable to fulfill its obligations due to force majeure lasts longer than three (3) consecutive months, either party is entitled to terminate the agreement without any obligation to pay damages.

14.3 If Dehaco has already partially fulfilled its obligations or can only partially fulfil its obligations when force majeure occurs, it is entitled to invoice separately for the part performed or the part to be performed and the Purchaser is obliged to pay this invoice as if it concerned a separate Agreement.

14.4 If one of the parties believes that it is (or will be) in a situation of force majeure, it will immediately notify the other party thereof in writing.

Article 15 Partial nullity

15.1 If one or more provisions of these Terms and Conditions are void or voidable, the remaining provisions of that article and of these Terms and Conditions as a whole will remain in full force. If one or more provisions of these Terms and Conditions are void or voidable, the parties will consult with each other to agree on new provisions to replace the void or voidable provisions, taking into account the purpose and intent of the original provisions as much as possible.

Article 16 Amendment clause

16.1 Dehaco reserves the right to unilaterally amend these Terms and Conditions, provided it notifies the Purchaser in writing one (1) month in advance, from which moment these new terms and conditions will apply to all legal relationships arising between the parties from that moment on.

Article 17 Applicable law and competent court

17.1 Dutch law applies to the legal relationship(s) between Dehaco and the Purchaser.

17.2 All disputes arising from the Agreement concluded between the parties will be settled in the first instance by the competent court in Dehaco's place of business. Nevertheless, Dehaco reserves the right to submit the dispute to the legally competent court or to the Arbitration Board.