General Terms and Conditions of Delivery and Payment

ELEKTROR AIRSYSTEMS B.V.

General

In these terms and conditions, the following terms shall have the following meanings

*"Seller"   Elektror airsystems B.V., registered in the trade register under number 16029630

*"Buyer"  The person who, in connection with the purchase of goods, has committed oneself to Elektror airsystems B.V. or who is negotiating with Elektror airsystems B.V. to this end.

* "Agreement" The agreement entered into between the parties to which these terms and conditions have been declared applicable by seller.

All offers, sales, and deliveries made by the seller are subject to the general provisions as stated below. Even if other terms and conditions are declared applicable by the buyer, they will not apply to the seller, unless this is expressly agreed in writing.

By requesting a quotation or placing an order, the buyer is deemed to have accepted the seller's terms and conditions. The buyer is deemed to be familiar with the contents of these terms and conditions.

Offers

All offers are, if and insofar as the seller does not indicate in writing a period during which the offers are binding, without obligation.

All information mentioned in pictures, brochures, catalogues and/or technical details and/or drawings and/or calculations and other information provided by the seller shall be non-binding.

Agreements

1. Agreements concerning the delivery of goods and/or services shall come into effect after the seller has accepted and/or confirmed the order to that effect in writing.
2. The provisions of the preceding paragraph shall also apply to, additional agreements, amendments or promises to that effect made by our personnel or made on behalf of the seller by its representatives, agents or other intermediaries.
3. For deliveries and/or services for which, due to their nature or scope, no quotation and/or order confirmation was sent, the invoice shall be regarded as the order confirmation.
4. Seller expressly reserves the right to engage third parties in the execution of orders given to it by the buyer. The costs involved will be passed on to the buyer in accordance with the quotation provided. Insofar as this is desirable, prior consultation shall be held with the buyer, at the discretion of the seller.

Prices and settlement of cost factors

1. All quotations made by the seller shall be without obligation, unless otherwise agreed in writing.
2. The prices shall be based on the prices of materials and raw materials, energy prices, exchange rates, interest costs, wages and salary costs, social and government charges, freight costs, insurance premiums, taxes and government levies applicable at the time of the offer or order. Increases in these cost factors that occur between the acceptance of the order and the time of delivery shall be for the account of the buyer. The seller shall be entitled to increase the quoted or agreed price accordingly, with due observance of any legal requirements in this respect.
3. Unless expressly stated otherwise, the prices quoted are exclusive of VAT, import and export duties and other taxes, levies and duties.

Delivery and Risk

1. Without prejudice to the provisions of Article XII, the goods shall be deemed to have been delivered by the seller and accepted by the buyer.
   1. Unless otherwise agreed, delivery shall be made to the home/business address of the buyer. The time of delivery shall be the time when the goods leave the warehouse of the seller.
   2. Free delivery shall only be made if and insofar as this is indicated by the seller, either on the invoice or otherwise.
   3. The goods shall be at the expense and risk of the buyer from the moment of delivery.

Capacity, inspection and acceptance

1. If and insofar as nothing has been expressly agreed in writing regarding the quality of the goods to be delivered, the buyer can only make a claim to a quality that is in accordance with what is usual in the trade.
2. If and insofar as, at the request of the buyer, the goods are offered under a quality declaration guarantee issued by third parties, these goods shall be deemed to have been inspected and accepted by the buyer as being in accordance with the quality declaration guarantee of the said third parties.
3. The inspection of the quantity and/or damage of the delivered goods must be carried out by the buyer immediately after receipt of the goods. This also applies after the seller has notified the buyer that the goods are at the buyer's disposal.
4. Any deficiencies or damage to the delivered goods or the packaging thereof which are discovered by or on behalf of the buyer upon delivery of the goods must be noted by the buyer on the delivery note, the invoice and/or the delivery documents. If the buyer fails to do so, he will be deemed to have received and approved the goods delivered in good condition, in which case complaints about them will no longer be dealt with.
5. The buyer may not invoke and therefore may not derive any rights from defects that were not visible at the time of delivery, if:
   1. the delivered good(s) has/have been processed
   2. the delivered good(s) has/have not yet been processed and the buyer has not applied to the seller in writing within a reasonably short period (max. 8 days) of discovering the defect or after the defect could have been discovered with proper attention, accurately stating the nature and basis of the complaints.
6. complaints about invoices must also be submitted to the seller in writing within 8 days of the date on which the invoices were sent.
7. after the expiry of this period, the buyer will be deemed to have approved the delivered item or the invoice, respectively. In that case, complaints will no longer be dealt with by the seller.
8. if the complaint is found to be justified and accepted by the seller, the seller shall only be obliged to replace the faulty good(s) without the buyer being able to assert any right to compensation in any form whatsoever.
9. The fact that the buyer has submitted a complaint does not release him from his payment obligation to the seller.
10. Return shipments of delivered goods by the buyer can only take place after prior written consent of the seller, under conditions to be determined by the seller.
11. Without prejudice to the provisions of the previous paragraphs, complaints must in any case be submitted within 8 days, on penalty of the inadmissibility of the complaint of the buyer.
12. Unless explicitly stipulated otherwise in writing, the seller shall be entitled to deliver goods from one or more other warehouses/factories than his own. In that case, what is stated in this article shall also apply to goods from other warehouses/factories.

Delivery times

Delivery times mentioned in quotations or order confirmations shall be only indicative, unless otherwise agreed in writing. If the delivery period is exceeded, this shall never constitute a breach of contract on the part of the seller vis-à-vis the buyer, nor shall it result in the cancellation of the order or the refusal to take delivery, while the seller shall not be liable for damage caused by delays of any kind.

1. If the buyer has not accepted the goods after expiry of the delivery term, the seller shall be entitled to summon the buyer in writing to specify a period within which the total quantity of the goods referred to above shall have been accepted, to which summons the buyer shall be obliged to comply within 8 days, failing which the seller shall be entitled to store the goods at the expense of the buyer, while the seller shall be entitled to claim full payment immediately after the summons.
2. The period to be stated by the buyer after the summons shall be at least 48 hours and at most two months, or so much shorter as the seller wishes, on the understanding that the period to be stated by the buyer shall never be shorter or so much shorter than the agreed delivery period. The seller shall never be liable to the buyer for trading loss or other direct or indirect damage resulting from storage as referred to above.

Transport/risk

1. The method of transport, shipment, packaging, etc., shall be determined by the seller with due care and diligence, without the seller bearing any liability, if no further instructions are given to the seller by the buyer.
2. Shipment shall always take place, even if free delivery has been agreed, at the expense and risk of the buyer, even if the carrier demands that freight notes, transport addresses, etc. contain a clause stating that all transport damage is at the expense and risk of the sender/seller.

Liability

1. In the event of non-fulfilment or inadequate fulfilment of its obligations under any agreement, the seller shall only be obliged to supplement or replace free of charge any missing items and/or to perform again any ancillary services which have proved inadequate, as soon as this is reasonably possible. If the buyer has suffered damage despite such renewed performance and further consultation does not lead to agreement, the seller shall be liable for a maximum of 25% of the price charged to the buyer for the goods and/or services delivered. The seller shall never be liable to the buyer and/or third parties for trading losses or other direct or indirect damage.
2. The buyer shall fully indemnify the seller against all third-party claims that may arise from or be related to the seller's (non-)fulfilment of its obligations under any agreement with the buyer.
3. The seller shall never be liable for the consequences of deviations in and/or discrepancies between quality requirements set by the buyer and confirmed to him in writing by the seller and quality requirements set by third parties.

Force majeure

All events or circumstances, including any government intervention, as a result of which compliance, or at least timely compliance, of the seller's obligations cannot reasonably be required shall be regarded as force majeure. Force majeure shall include the following:

Shortage of raw materials at the seller's location, factory transport disruption of any kind, strike, exclusion or lack of personnel, quarantine, epidemics, mobilisation, state of siege or war, impediments as a result of abnormal weather conditions, as well as all impediments caused by measures of an organisational nature.

Export regulations administration United States of America

1. The seller shall take the necessary measures to obtain from the United States Office Administration and/or other government bodies the permits required for the export of the products and the documentation from the United States of America and delivery to the buyer.
2. Each agreement is entered into subject to obtaining the permits referred to in the previous paragraph.
3. With regard to the products and documentation, the buyer shall not act in violation of export permits and/or applicable regulations.
4. The buyer acknowledges that it is familiar with these regulations and shall, at the seller's request, provide all information and documentation that the seller may need to obtain these permits.
5. The buyer shall not dispose of the products and accompanying documentation or give them in use or lend them to third parties, or export them or use them or act in any other way contrary to the said permits and applicable regulations.

Retention of title

All goods delivered shall remain the property of the seller as long as the buyer has not paid the purchase price or any other amount owed by the buyer to the seller in full. The buyer is not authorised to transfer the ownership of the goods that have not yet been paid for in full to third parties, other than through the usual processing in accordance with their destination, to pledge the goods to third parties by means of any agreement or act, or to provide third parties with any other security right in the broadest sense of the word.

In the event that the buyer fails to fulfil any obligation towards the seller arising from the agreement with regard to the delivered goods, the seller shall be entitled, without any notice of default being required, to take back the goods, in which case the seller shall also be entitled to deem the agreement to be dissolved without judicial intervention, without prejudice to the seller's right to claim compensation for damages, of whatever nature, lost profit and interest. As long as any delivered item remains the property of the seller pursuant to the foregoing, the seller shall be entitled to inspect the condition of the goods, while the buyer hereby irrevocably authorises the seller to enter the place or places where the goods are located and, if necessary, to remove them (or have them removed) in order to retrieve the goods.

Payment and security

1. The buyer undertakes to pay within 30 days after the invoice date without invoking any set-off and/or without any discount. Any agreed payment discounts will lapse if the amount due is not received by the seller within the specified period. Complaints about defects of delivered goods do not entitle the buyer to suspend payments or to suspend the fulfilment of any other obligation, regardless of whether these relate to (delivery of) goods and/or services to which the complaint in question applies, or to subsequent or previous (delivery of) other goods and/or services, nor do complaints entitle the buyer to settlement or set-off with the previous, contested or subsequent delivery.
2. From the time at which payment should have been made, the seller shall be entitled, without any further summons or notice of default being required, to claim interest equal to the statutory interest rate +1% reduced to a percentage per month.
3. If the buyer is in default of payment of a disputed or undisputed claim against the seller, the seller shall be entitled, after proper summons, to cancel or suspend the further execution of all current agreements between the parties until payment has been made. This is without prejudice to the seller's right to immediate payment for the goods that are still to be delivered and without prejudice to the seller's right to recover the damage caused from the buyer.
4. The seller shall be entitled, also during the performance of an agreement, to demand security for payment and, as long as such security has not been provided to the seller's satisfaction, to suspend delivery or to cancel the agreement without judicial intervention, without prejudice to the seller's right to recover the resulting damage from the buyer. The purchase price of that which has already been delivered shall then become immediately due and payable.
5. In the event of non-payment, the buyer shall be obliged to pay the seller, in addition to the principal sum and the interest, all collection costs, both judicial and extrajudicial, that have been or will be caused by non-payment. Extrajudicial collection costs are owed by the buyer in each case in which the seller has secured the assistance of a third party for the collection. The extrajudicial collection costs are now set at a minimum of 15% of the amount owed, with a minimum of EUR 150.

The mere fact that the seller has secured the assistance of a third party is evidence of the amount of the extrajudicial costs and the obligation to pay them.

Deviating stipulations

If, in the case of the sale of certain goods originating from the seller, special conditions have been agreed, these special conditions shall prevail, insofar as they relate to certain goods in the event that there is a conflict with the present general provisions, on the understanding that these general provisions shall otherwise remain in force.

Disputes

All disputes, including those which are only considered as such by one of the parties, which may arise between the buyer and the seller as a result of the offer and/or purchase agreement or the agreements resulting from it, the parties declare that the applicable Dutch court is exclusively authorised to take cognisance of the claim.

Dissolution

Without prejudice to the provisions of the previous articles, the buyer shall be deemed to be in default by operation of law if he fails to meet any of his obligations arising from the agreement, or to meet them properly or on time, in particular if the buyer fails to pay any invoice amount or part thereof within the specified period, as well as in the event of bankruptcy, suspension of payments, liquidation or if he is placed under fiduciary administration, guardianship or receivership, and the seller shall be entitled, without any notice of default or legal intervention being required, to suspend performance of the agreement or to dissolve the agreement in full or in part, at the discretion of the seller, without the seller being liable to pay any compensation but without prejudice to the seller's right to claim compensation as a result of the default and this dissolution. In such cases, any claim which the seller has or acquires against the buyer shall become immediately due and payable.

Applicable law

These general terms and conditions of delivery and payment are exclusively governed by Dutch law.

Entry into force

These general terms and conditions of delivery and payment have been filed with the Chamber of Commerce under number 16029630 and are effective from the date stated.