General Terms and Conditions for the Supply of Goods and Services

These general terms and conditions for the supply of goods and services (hereinafter: 'General Terms and Conditions') apply to all agreements, quotes, offers, orders, invoices, and credit notes that apply between AUTOMOTICS, a company under Belgian law, established at Postelmanhoekstraat 43, 3582 Koersel and registered with the Crossroads Bank for Enterprises with number 0723.585.455 (hereinafter: 'Automotics') and natural or (public or private) legal persons (hereinafter referred to as the 'Customer'), unless and to the extent expressly and in writing agreed otherwise. They form an integral part of the agreement between parties. By accepting a quote or placing an order with Automotics, the Customer acknowledges and confirms their prior knowledge and acceptance of these General Terms and Conditions and waives the applicability of their own general terms and conditions, however named. Automotics reserves the right to modify its General Terms and Conditions, subject to prior notification to the Customer.

2.1. All offers and quotes made by Automotics, in whatever form, are non-binding unless a term for acceptance is included in the offer. The agreement is only established through written (order) confirmation from Automotics.

2.2. Obvious clerical errors or mistakes in Automotics' offers and quotes release it from its obligation to perform and/or any obligations to pay damages arising therefrom, even after the agreement has been formed.

2.3. The Customer is responsible for providing correct and relevant information and software to enable the provision of services by Automotics. Automotics reserves the right to withdraw or modify any quote or offer based on incorrect information. In such cases, Automotics is in no way bound by the original quote or offer to the extent that it is based on incorrect information.

3.1. The Customer acknowledges and accepts that all intellectual, industrial, and other (property) rights to the goods that Automotics delivers to the Customer or arising from the service provision under the agreement between parties, are the exclusive property of Automotics. Intellectual property rights include, but are not limited to: patent rights, trademarks, copyrights, rights to designs, models, drawings, databases, software, hardware, brands, property rights, know-how, including trade secrets and other confidential information, and any other form of legally protected intellectual or industrial property under any jurisdiction whatsoever. When purchasing a license, the Customer receives only a temporary, limited, non-exclusive, and non-transferable right of use.

3.2. The agreement between parties does not in any case aim to establish any transfer of intellectual property between parties.

3.3. The Customer undertakes to purchase the necessary licenses for the software they provide as part of the service provision by Automotics. The Customer indemnifies Automotics and holds Automotics entirely harmless in case of claims by third parties against Automotics based on infringement of their intellectual, industrial, or other (property) rights for the use by Automotics of the software provided by the Customer.

4.1. All prices for the service provision or sale of goods by Automotics as displayed on the website or quote and on the invoice are stated in euros and exclude VAT. These prices exclude transport costs in case of sale of goods, insurance costs, packaging costs, additional taxes, levies, or other costs imposed by an authority pursuant to applicable legislation and any special additional costs relating to the import and/or customs clearance of goods to be delivered by Automotics to the Customer. All aforementioned costs are not included in the price and are therefore exclusively for the account of the Customer. The foregoing does not apply, however, in the event that the Customer is a consumer within the meaning of Article I.1, 2° of the Code of Economic Law (hereinafter: 'CEL'), in which case the prices for the sale of goods and provision of services will be displayed inclusive of all costs.

4.2. The prices displayed on the website, quote, or invoice are based on the cost price for the production or development of the goods and the service provision by Automotics. Therefore, Automotics reserves the right to review these prices every three (3) months in case of change in one or more of these objective factors. Automotics will inform the Customer of this in writing. If the Customer does not agree with the price change, they have the right to terminate the agreement free of charge, in accordance with the conditions as set out in the relevant article of these General Terms and Conditions.

5.1. Unless otherwise agreed in writing, Automotics' invoices are payable fifteen (15) days after the invoice date. In no case is the Customer entitled to offset any claim they might have against Automotics against the invoices. Invoices that are not disputed within five (5) days are deemed to be accepted and must be paid on time. Regarding invoices that are disputed in whole or in part in a timely manner, parties undertake to arrange a settlement in good faith through mutual consultation. The undisputed part of the invoice, however, remains payable in any case.

(i) When Automotics sells goods to the Customer, the price is fixed and will be invoiced by Automotics immediately upon purchase.

(ii) When the Customer purchases a software license from Automotics, this will be invoiced monthly or annually depending on what is stipulated in the license agreement.

(ii) When the Customer uses the service provision by Automotics, these services will be invoiced immediately per performance.

5.2. In case of late or partial payment on the due date of the invoice, Automotics will formally give notice of default to the Customer in writing. In such a case, the Customer will be legally obligated, without prior judicial intervention, to pay a fixed compensation amounting to 10% of the outstanding invoice amount, calculated from the due date of the invoice until the date of full payment. All additional expenses such as legal costs are not included in this fixed compensation and will be charged separately to the Customer.

5.3. The Customer is legally obligated, without prior judicial intervention, to pay the statutory interest on the outstanding principal amount in accordance with the Law of August 2, 2002, regarding the combating of late payment in commercial transactions, calculated from the due date of the invoice until the date of full payment.

5.4. In case of late, incomplete, or non-payment of one invoice, all outstanding non-due invoices become immediately payable regardless of the special payment terms that were agreed upon by parties for these. From then on, the non-due invoices will also generate interest as set out in this article. The foregoing does not, moreover, in any way prejudice Automotics' right to additionally demonstrate its actual suffered damage and to recover this from the Customer.

5.5. In case of persistent default of payment for five (5) calendar days after written notice of payment from Automotics, Automotics will be entitled to terminate the agreement due to a material breach on the part of the Customer.

5.6. In deviation from the other provisions of this article 5, the Customer who is a consumer within the meaning of Article I.1, 2° of the Code of Economic Law will be sent one free reminder for each due invoice, providing a period of 14 calendar days to still pay the invoice. If the reminder is sent by letter, an additional 3 working days are taken into account. After the expiry of this period, the following compensations will be charged:

1° A default interest at the reference interest rate increased by eight percentage points referred to in Article 5, second paragraph, of the law of August 2, 2002, on combating late payment in commercial transactions;

2° A compensation, the amount of which corresponds to:

a) 20 euros if the amount due is less than or equal to 150 euros;

b) 30 euros plus 10% of the amount due on the tranche between 150.01 and 500 euros if the amount due is between 150.01 and 500 euros;

c) 65 euros plus 5% of the amount due on the tranche above 500.01 euros with a maximum of 2,000 euros if the amount due exceeds 500 euros.

3° A compensation for the reminder costs and postage costs for sending reminders in case of non-payment of three due dates in case of recurrent invoices (regular supply of goods and services during a year). Per reminder, a cost of 7.5 euros is charged. Additionally, the actual postage cost per reminder can be claimed.

The Customer who is a consumer within the meaning of Article I.1, 2° of the Code of Economic Law is entitled to the same compensation from Automotics if the latter fails to repay a due sum to the Customer who is a consumer within the meaning of Article I.1, 2° of the Code of Economic Law on the due date.

6.1. If the Customer purchases goods from Automotics, these will be delivered in accordance with the conditions in this article.

6.2. The Customer expressly acknowledges and accepts that the delivery times indicated by Automotics in quotes, offers, and agreements are merely indicative and that Automotics always acts to the best of its ability to observe the deadlines as much as possible, taking into account the availability of the goods or services. Consequently, Automotics cannot be held liable or be obligated to deliver goods on an exact date, and failure to meet the delivery deadline cannot be considered as grounds for the dissolution of the agreement. Partial deliveries are always permitted. Delay in payment by the Customer of certain advances on the sales price may give rise to a proportional delay in the delivery term.

6.3. Delivery of the goods takes place according to the applicable ICC INCOTERM 2020 'Ex Works' whereby Automotics will notify the Customer of the availability of the goods as soon as they are ready for collection. From this notification by Automotics, the goods are deemed to be delivered.

6.4. The risk for the goods transfers to the Customer from delivery at Automotics. If the Customer refuses acceptance at the agreed time, makes it impossible or unreasonably difficult, or is negligent in providing information or instructions necessary for delivery, Automotics is entitled to store the goods for the account and risk of the Customer, without prejudice to Automotics' right to dissolve the agreement. The Customer is fully responsible for the transport of the goods from Automotics' factory. If it would be agreed that Automotics is responsible for the transport, it acts only as an agent, and both the costs and the risk of loss, damage, and theft before, during, and after transport are for the account of the Customer. If additional costs need to be incurred for this, these are borne by the Customer.

6.5. At the time of delivery of goods by Automotics, the Customer is obligated to perform an inspection for conformity and visible defects. Any delivery shortage, non-conformity, or visible defect must be established in writing at delivery in a contradictory manner with and in the presence of Automotics, or of the carrier or his representative by making a reservation on the delivery note or bill of lading, and must be communicated to Automotics by email within eight (8) days.

6.6. Automotics is liable for hidden defects for three (3) months after delivery of the goods. When the Customer discovers a hidden defect, they must notify Automotics of this in writing, at the latest seven (7) days after discovery of the hidden defect. Any notification of a hidden defect after this period is invalid, and Automotics cannot be held to offer any repair after this period.

6.7. When a complaint about defective goods is recognized by Automotics, the responsibility of Automotics does not go beyond one of the following remedies, at the choice of Automotics: (i) the proportional refund of the defective goods; (ii) repair of the defective goods; or (iii) replacement of the defective goods. The foregoing remedies are the only remedies that the Customer can invoke and expressly exclude any possible liability on the part of Automotics for any further direct or indirect damage, except in case of intent, gross negligence, or non-performance of the essential obligations on the part of Automotics.

6.8. The arrangement provided in articles 6.5 through 6.7. of these General Terms and Conditions does not apply to consumers within the meaning of Article I.1, 2° CEL and is in such case replaced by the statutory provisions regarding consumer sales as provided in Article 1649 et seq. Civil Code.

6.9. If the Customer purchased software from Automotics or if Automotics provides services to the Customer, Automotics undertakes to deliver these in accordance with the standards applicable in the sector.

6.10. Any defect in the software or in the service provision of Automotics must be reported in accordance with the procedure as set out above, after which the Customer will be provided with the same means to remedy the defect or non-conformity.

7.1. The liability of Automotics is limited in the broadest sense, to the extent permitted by applicable law. In any case, the liability of Automotics will not exceed [XXX].

7.2. Automotics can only be held liable for the goods, licenses, and services that it delivered itself. Automotics can in no case be held liable for any damage caused by the use by the Customer of any software or any service delivered by a third party, even in combination with goods or services from Automotics.

7.3. If Automotics is held liable due to a defect in a good or a service originating from a third-party supplier and when the Customer is a consumer within the meaning of Article I.1, 2° CEL, the Customer will, however, be able to hold Automotics liable for the suffered damage and in accordance with the procedure as set out in Article 6 of these General Terms and Conditions. In such a case, however, Automotics has the right to hold the third-party supplier liable for the costs incurred and the damage suffered as a result of the Customer's claim.

7.3. Automotics is in no case liable for indirect or consequential damage, including, but by no means limited to damage to property, material damage, damage to third parties, reputational damage, financial damage, loss of income, loss of profit, personnel costs, loss of business, costs of delay, loss of functionalities, damage to components, and loss or damage of data.

7.4. The Customer is responsible for obtaining the required export/import permits, complying with (customs) formalities, and the customs and transport costs arising from the purchase of complementary goods, whether or not for use in & Automotics goods. The Customer indemnifies Automotics against any claim or demand from a government that results from failing to complete a necessary formality or obtain a permit for the import/export of a good.

8.1. Any warranty that Automotics would provide in addition to the strictly necessary warranties such as those for hidden defects and conformity, must be expressly, communicated in writing by Automotics to be valid.

8.2. Automotics only provides warranties for its own goods. It is in no way bound and cannot be held to provide any warranty with respect to goods or services delivered by a third party or a supplier.

8.3. To the extent that Automotics acts as an intermediary for goods from a third party, the warranties that Automotics offers are strictly limited to the warranties offered by the original manufacturer or supplier of the goods. In such a case, Automotics can never be held to more than what the original manufacturer guarantees.

8.4. If the Customer is a business within the meaning of Article I.1, 1° CEL, they expressly acknowledge and accept that this is the only remedy to which they are entitled and that they cannot hold Automotics liable for any other form of compensation. In addition, Automotics is free to choose which remedy it offers.

8.5. If the Customer is a consumer within the meaning of Article I.1, 2° CEL, the Customer can rely on the statutory provisions from Article 1649 et seq. Civil Code.

9.1. Neither party is liable for a failure in its contractual obligations to the extent that this failure is the result of force majeure. If the force majeure situation persists for longer than thirty (30) days, each of the parties is free to terminate the agreement free of charge by written notification to the other party.

9.2. The concept of force majeure is understood to mean any reasonably unforeseen circumstance that makes it impossible or unreasonably difficult for a party to fulfill its obligations under the agreement, including but not limited to: natural disasters, fire, wars, problems in the supply of raw materials, problems or delays caused by external suppliers of Automotics, external price increases of materials or raw materials, strikes, staff shortages, economic sanctions, cyber attacks at Automotics or one of its agents, hackings, delays or problems in transport. The impossibility of the Customer to fulfill their payment obligation as a result of insolvency or (temporary) lack of financial resources cannot be considered as force majeure.

10.1. Each party can terminate the agreement immediately by means of a registered letter, but without giving reasons and without prior notice of default or judicial intervention in case of

(i) material breach on the part of the other party, including non-compliance with one or more of the obligations as set out in the agreement, which, notwithstanding a formal notice of default requesting remedy, has not been remedied after thirty (30) days;

(ii) suspension of payment, bankruptcy application by or against the other party, insolvency or any similar procedure on the part of the other party or in case of seizure of a part or the whole of the goods of this party.

If the Customer is a consumer within the meaning of Article I.1, 2° CEL, the agreement can only be terminated after prior written notice of default by the party wishing to terminate the agreement.

10.2. The right to terminate the agreement does not prejudice the right to demonstrate and reclaim actual damage.

11.1. Automotics retains ownership of all goods delivered by it to the Customer until the full payment of all claims (including principal, costs, and interests) that Automotics has from the business relationship with the Customer, including any claims on account of additional service provision, have been received by Automotics. The Customer bears in any case the risk for the goods from delivery, in accordance with Article 6.4 of these General Terms and Conditions. Until the moment of fulfillment of all obligations on the part of the Customer, the delivered goods can and may never be pledged, rented, given to others for use, exchanged, or sold by the Customer.

11.2. If third parties wish to establish or enforce any right or attachment on the goods delivered under retention of title, the Customer is obliged to immediately, and at the latest within 24 hours after they have become aware of this, notify Automotics in writing. Automotics is in that case entitled to (have) the goods in question temporarily or permanently removed from the Customer. The Customer undertakes not to process the goods in any case until the full price for the goods in question has been paid. In the event that the Customer processes or resells the goods belonging to Automotics, they transfer from that date to Automotics all claims arising from this resale, without prejudice to the obligation of the Customer themself. The Customer undertakes - if necessary on behalf of a third party - that, at the first request of Automotics, it will be communicated in writing where the goods are located, and that these will be made available again to Automotics at the expense and risk of the Customer, if Automotics so requests. As long as the retention of title exists, the Customer is obliged to adequately insure the goods subject to retention of title against loss or damage.

11.3. If the Customer fails to fulfill any payment obligation, Automotics is entitled to take back the goods on which a retention of title still rests. The Customer is obliged to provide all cooperation for this, including providing access to the place where the goods on which the retention of title rests are located. Automotics is not obliged to compensate the Customer for the damage they suffer in connection with the repossession. All costs related to the exercise of the retention of title, including the costs of transport and storage, are for the account of the Customer. After Automotics has removed the goods on which the retention of title rests from the Customer, the Customer will be credited for an amount equal to the purchase price valid on the day of removal minus the applicable costs, but at most for the amount charged to the Customer.

11.4. The Customer acknowledges that neither the delivery nor the installation of the goods constitute an immovable property by destination. Parties acknowledge, on the contrary, that the common law regulation for movable property applies to the goods.

12.1. If the parties conclude a distance agreement within the meaning of Article I.8, 15° of the CEL, the Customer has the right to withdraw from the order within a period of 14 days, without giving reasons, in accordance with the instructions that can be consulted via the following link: XX. For the withdrawal, the Customer can use the model withdrawal form provided via the above-mentioned link, but is not obliged to do so. In case of withdrawal, the Customer bears the costs for returning the goods. The Customer has the right to arrange the transport for the return of the goods himself, or can call upon Automotics for this, which charges a fixed cost of €X per kilometer driven for this. The Customer will only unpack or use goods to the extent necessary to assess whether they wish to keep the goods. Automotics only accepts the return of goods if the goods are unsoiled, undamaged, and in the original packaging. If the Customer makes use of the right of withdrawal, they must return the goods with all delivered accessories and in the original condition and packaging to Automotics. If the goods are not returned in such a condition, Automotics reserves the right to refuse the return.

13.1. These General Terms and Conditions apply to all agreements concluded between parties and replace all previous agreements as well as the Customer's own general terms and conditions.

13.2. If one of the clauses in these General Terms and Conditions would be declared null and void, this does not affect the operation of the General Terms and Conditions for the rest, and they remain fully applicable to the agreement between parties. Parties undertake to replace the void clause(s) with a legally valid clause, or clauses, that will conform to the original intention of parties and the spirit of the agreement, or will be as close as possible to it.

13.3. Changes or additions to these General Terms and Conditions can only be accepted if they are written and signed by both parties.

13.4. If a party fails to invoke rights granted to it in these General Terms and Conditions or in an agreement between parties, this can in no way be equated with a waiver of rights.

14.1. Every agreement concluded with Automotics as well as these General Terms and Conditions are governed by Belgian law with the exclusion of the Vienna Sales Convention.

14.2. Any dispute relating to an agreement with Automotics or the application of these General Terms and Conditions falls under the exclusive jurisdiction of the competent courts of Antwerp, Hasselt division. If the customer is a consumer within the meaning of Article I.1, 2° CEL, the courts of the domicile of the Customer are competent to settle any dispute relating to the agreement or the application of these General Terms and Conditions.