General Terms and Conditions

April 2024 Version

1. Scope

These General Terms and Conditions apply to all agreements, quotations, offers, orders, invoices, and credit notes applicable between LABOREX GROUP BV, registered in the Crossroads Bank of Enterprises with company number 0404.266.603 and headquartered at Industriezone ENA 23 Zone 3 / 3620, Hagelberg 15, 2250 Olen, Belgium (hereinafter referred to as “LABOREX GROUP”), or its affiliated companies as defined in Article 1:20 of the Code of Companies and Associations, and any natural or legal person (hereinafter referred to as the “Client”), unless explicitly and in writing deviated from. They form an integral part of the agreement between parties. By accepting a quotation or placing an order with LABOREX GROUP, the Client acknowledges and confirms their prior knowledge and acceptance of these General Terms and Conditions and renounces the applicability of their own terms and conditions, by whatever name. LABOREX GROUP reserves the right to modify its General Terms and Conditions, subject to prior notification to the Client.

2. Formation and Modification of the Agreement

2.1. All offers and quotations made by LABOREX GROUP, in any form, are non-binding unless a term for acceptance is included in the offer. An agreement is established only by written (order) confirmation from LABOREX GROUP or by actual execution by LABOREX GROUP.

2.2. If the Client’s order involves custom-made installations, the Client must provide all necessary information and specifications of the product to be manufactured to LABOREX GROUP (including but not limited to dimensions, choice of materials, mechanical parts, functionality, etc.), based on which LABOREX GROUP will prepare a production drawing of the custom installations to be realized, which will be submitted for the Client’s approval. The Client is entirely responsible for the specifications provided, based on which LABOREX GROUP will produce the custom installations for the Client. LABOREX GROUP will deliver the custom installations in accordance with the specifications laid down by the Client and based on the drawing approved by the Client.

2.3. Apparent typographical errors or mistakes in the offers and quotations of LABOREX GROUP relieve it from its obligation to perform and/or any obligations to pay damages arising therefrom, even after the agreement has been concluded.

2.4. LABOREX GROUP reserves the right to suspend the execution of an order when the Client’s account at LABOREX GROUP shows a negative payable balance, or when the Client shows signs of financial incapacity or negative solvency.

2.5. LABOREX GROUP reserves the right to modify the composition of the materials and the machines it uses and sells, as well as the method of production or installation, provided that this does not substantially detract from the quality and technical capabilities of the ordered products.

3. Intellectual Property

3.1. All execution and/or production documentation and technical datasheets that LABOREX GROUP prepares for the completion of the Client’s order remain the exclusive property of LABOREX GROUP. The Client is prohibited from copying, sharing with third parties, or using such documents in any other way. In the event of infringements on the intellectual property rights of documents produced by LABOREX GROUP, LABOREX GROUP is entitled by law to a fixed compensation of 50% of the order amount, as well as the full compensation for the drawing services, without prejudice to the right of LABOREX GROUP to claim higher damages upon proof of greater damage.

3.2. The Client shall indemnify LABOREX GROUP against any infringement committed by third parties due to the Client’s actions on the intellectual property of LABOREX GROUP. The Client shall also fully indemnify LABOREX GROUP for any infringement of third-party intellectual property that occurs due to the production of custom-made products requested by the Client.

4. Prices

4.1. Unless otherwise indicated, all prices are stated in euros and exclude VAT and other possibly applicable taxes and levies. Unless expressly stated otherwise in writing on the quotation and/or order confirmation from LABOREX GROUP, the offered prices do not include, among other things (and as applicable): transport costs (if applicable), insurance costs, packaging costs, installation and assembly costs, technical support, travel expenses, and/or after-sales service.

4.2. LABOREX GROUP reserves the right at all times to charge the Client for post-sale technical support (including but not limited to advice regarding the products, their configuration, installation, software troubleshooting, etc.) (including technical support and/or remote after-sales service, particularly concerning the maintenance of the products) at a rate subject to the index percentage applicable at that time.

4.3. Any special additional costs of products to be delivered to the Client by LABOREX GROUP or other levies imposed by the government

are not included in the price and are thus exclusively for the Client’s account.

4.4. The amounts displayed in the (order) confirmation by LABOREX GROUP are based on the prices, exchange rates, wages, taxes, and other factors relevant to the price level existing at the time of the (order) confirmation. If a cost price change occurs after the (order) confirmation in one or more of the mentioned objective factors, LABOREX GROUP is entitled to adjust the agreed price accordingly. It will immediately inform the Client of this. If a price increase is implemented under this provision, and the increase exceeds 10% of the total agreed amount, then the Client has the right to terminate the agreement within 48 hours after becoming aware or could have been aware of this price increase, without incurring any costs.

4.5. If the price for an order is less than the rate applicable at that time, the administrative costs applicable at that time will be charged, excluding VAT.

5. Payment

5.1. Unless otherwise agreed, all invoices issued by LABOREX GROUP are payable at the corporate headquarters of LABOREX GROUP within eight calendar days of the invoice date. Under no circumstances is the Client entitled to offset any claim against LABOREX GROUP with the amounts charged by LABOREX GROUP. Early payment does not entitle the Client to any discount.

5.2. LABOREX GROUP always has the right to deliver and invoice in full or to invoice delivered products by partial delivery.

5.3. Invoices not disputed by registered letter within eight calendar days of their dispatch are considered definitively accepted.

5.4. Payment is made by depositing into the account number and under the reference as stated on the invoice.

5.5. LABOREX GROUP always has the right to demand security for payment or advance payment both before and after the conclusion of the agreement, such under suspension of the performance of the agreement by LABOREX GROUP until such security is provided and/or the advance payment is received by LABOREX GROUP. If the advance payment is refused, LABOREX GROUP is entitled to terminate the agreement, and the Client is liable for the resulting damage to LABOREX GROUP.

5.6. LABOREX GROUP is entitled to withhold the delivery of products it holds for the Client in connection with the performance of the agreed activities until all payments due by the Client to LABOREX GROUP are fully settled.

5.7. In the event of non-payment on the due date (cf. art. 5.1), all amounts outstanding to the Client become immediately due, regardless of the payment terms agreed upon. Any unpaid invoice will automatically incur interest at 12% per year from this date without prior notice. Any allowed discounts will also be forfeited in this case.

5.8. In case of non-payment on the due date (cf. art. 5.1), the Client is also automatically and without prior notice due a fixed compensation of 15% of the invoice amount, with a minimum of

50 EUR, notwithstanding the right of LABOREX GROUP to prove higher actual damages. Any additional costs such as court costs are not included in this fixed compensation and will be separately charged to the Client.

5.9. Late, incomplete, or non-payment of one due invoice renders all not-yet-due invoices immediately payable.

6. Cancellation, Dissolution, and Termination

6.1. Unless expressly agreed otherwise in writing, LABOREX GROUP may cancel any of its agreements, taking into account a notice period of 2 weeks.

6.2. If the Client fails to fulfill any obligation, particularly a payment obligation, from the agreement on time or at all, LABOREX GROUP is entitled, without any obligation to compensate for damages and without prejudice to its rights, to dissolve the agreement entirely or partially extrajudicially by a written notification to the Client and/or to immediately demand the full amount owed by the Client to LABOREX GROUP and/or invoke the retention of title.

6.3. LABOREX GROUP is entitled to terminate the agreement with immediate effect extrajudicially, without any obligation to compensate for damages and without prejudice to its rights, if the Client applies for suspension of payments or bankruptcy, or if such is applied against them, as well as in all cases where a seizure is made on all or part of their assets. All invoiced amounts become immediately payable in such cases.

6.4. In the event of dissolution, LABOREX GROUP has the option to reclaim the products from the Client, where the costs of dismantling, transport, and other costs associated with the return will be borne by the Client. In such cases, LABOREX GROUP will refund the purchase amounts already paid, deducting the compensation for damages as mentioned in article 6.4.

6.5. In the event of dissolution, the Client is also automatically and without prior notice liable for a fixed compensation of 20% of the invoice amount, with a minimum of 375 EUR, notwithstanding the right of LABOREX GROUP to prove higher actual damages incurred.

7. Force Majeure and Hardship

7.1. Except for provisions of mandatory law or public order, LABOREX GROUP is not liable if a failure is the result of Force Majeure or

Hardship. During the period of Force Majeure or Hardship, LABOREX GROUP may, depending on the situation, at its own discretion and without prior default notice or judicial intervention and without any right to compensation for the Client: (1) propose to the Client to replace the missing products and/or components with a functional equivalent; (2) suspend the performance of its obligations (at least temporarily); or (3) invite the Client to renegotiate the execution modalities of the agreement in good faith. If the period during which the performance of obligations by LABOREX GROUP is impossible or severely hindered by Force Majeure or Hardship lasts longer than three months, or if a renegotiation of the agreement is refused by the Client or does not lead to a new agreement, then both parties are entitled to terminate the agreement without judicial intervention, without any obligation to compensate for damages.

7.2. The term ‘Force Majeure’ or ‘Hardship’ as used in this article includes, but is not limited to: unforeseen circumstances, including economic ones, which have arisen without the fault or involvement of LABOREX GROUP, such as natural disasters, wars, hostilities, attacks, whether in Belgium or in any other country where LABOREX GROUP or its supply and sister companies are located, illness, machine defects, technical accidents, fire or flooding, serious disruptions in the company, cyber-attacks, forced reduction in production, extreme price increases of materials and/or raw materials, scarcity of materials and/or raw materials, unavailability of materials and/or raw materials, economic sanctions imposed against any country where LABOREX GROUP or its supply and sister companies are located, strikes and lockouts, both at LABOREX GROUP and its supply companies, delays in transport or delayed or incorrect delivery of items or materials, such as energy, raw materials, or parts by third parties including the supply companies of LABOREX GROUP. The Client’s inability to meet its payment obligations due to insolvency or lack of financial means is not considered Force Majeure or Hardship.

7.3. If LABOREX GROUP has already partially met its obligations at the onset of Force Majeure or Hardship, or can only partially meet its obligations, it is entitled to invoice the already delivered or deliverable part separately, and the Client is obliged to pay this invoice as if it concerned a separate agreement.

8. Cancellation of an Order

8.1. The Client may not cancel an order accepted by LABOREX GROUP without LABOREX GROUP’s prior written consent. Regardless of LABOREX GROUP’s right to request the execution of the agreement, LABOREX GROUP and the Client agree that if the Client cancels the order, a compensation fee of at least 30% of the price of the canceled order will be due as compensation for the incurred costs and loss of income, without LABOREX GROUP needing to prove the existence or extent of the damage and notwithstanding LABOREX GROUP’s right to claim higher damages upon proof of greater damage.

8.2. The Client acknowledges and accepts that an order for custom installations cannot be canceled by the Client under any circumstances. Once LABOREX GROUP has confirmed the order to the Client (cf. art. 2.1), the Client is always obliged to take delivery of the order and pay the full price, unless a different written agreement is made with LABOREX GROUP.

9. Delivery

9.1. Unless otherwise agreed in writing (e.g., on the order confirmation), delivery occurs according to the ICC INCOTERM (2020) ‘Ex Works’ (‘From Factory’). If the Client refuses or unreasonably complicates acceptance at the agreed time, or is negligent in providing necessary information or instructions for delivery, LABOREX GROUP is entitled to store the products at the Client’s expense and risk, without prejudice to LABOREX GROUP’s right to terminate the agreement.

9.2. Products are considered delivered as soon as LABOREX GROUP informs the Client that the goods, whether fully or partially installed, are ready at LABOREX GROUP or a third party to be picked up by the Client or to be shipped at the Client’s request. From the moment of delivery, the Client bears all risks associated with the delivered goods.

9.3. If it is expressly agreed, notwithstanding article 9.1, that LABOREX GROUP will handle the transportation of the products, LABOREX GROUP will only act as an agent, and both the costs and the risk of loss, damage, and theft before, during, and after transport will be borne by the Client, except in cases of deliberate misconduct or fraud by LABOREX GROUP. The Client is also responsible for unloading the products unless otherwise stated in writing. If LABOREX GROUP must proceed to unload, it will charge the Client for these costs. This provision applies regardless of whether the Client or one of its representatives was present at delivery and regardless of whether a delivery slip was signed by the Client or one of its representatives. Mentioning a different ICC INCOTERM (2020) on LABOREX GROUP’s order confirmation does not affect this provision.

9.4. If parties agree that LABOREX GROUP should install the products, the Client will ensure that the delivery site is easily accessible and that individuals who can provide all necessary or useful information

are present at delivery and installation to enable LABOREX GROUP to install the products.

9.5. Delivery times stated in offers, quotations, agreements, or otherwise are always provided by LABOREX GROUP to the best of its ability and will be adhered to as much as possible, considering the availability of these products and/or services. The Client acknowledges that, unless expressly agreed otherwise, these delivery dates for products and/or services are purely indicative. Failure to meet these indicative terms by LABOREX GROUP shall in no case lead to the dissolution of the agreement or entitle to compensation. Partial deliveries are always permitted. Delay in the Client’s payment of certain advances on the purchase price can lead to a proportional delay in the delivery term.

9.6. If the delivery term or the place of delivery or circumstances at delivery change at the request of the Client, or if the Client provides incorrect information regarding this, LABOREX GROUP is entitled to charge for the respective additional costs.

9.7. If the Client requests that LABOREX GROUP/the carrier leave its products at a specific location in the absence of the Client, the Client acknowledges and accepts that the risk of loss/damage/theft of the products irreversibly transfers to the Client from the time of the request. LABOREX GROUP/the carrier will not be liable for any loss/damage/theft of the delivered products under such circumstances.

10. Warranty

10.1. If LABOREX GROUP provides a warranty to the Customer regarding the services or products delivered or to be delivered, this will be explicitly made known to the Customer in writing. In the absence of such explicit written notification, the Customer may not invoke the warranty, without prejudice to their statutory rights arising from mandatory legal provisions.

10.2. LABOREX GROUP guarantees the products against any construction or manufacturing defects for a period of six (6) months from the date of delivery, unless a cancellation of this warranty is expressly indicated in the contract. For products that are in continuous use day and night, LABOREX GROUP provides a warranty of three (3) months. For each component of the products that is not manufactured by LABOREX GROUP (such as but not limited to: injection pumps, engines, electrical equipment, etc.), the duration of the warranty depends on that granted by the manufacturer to LABOREX GROUP.

10.3. In the event of a valid warranty claim by the Customer, LABOREX GROUP will, at its option, repair or replace the delivered products, unless this has become demonstrably pointless for the Customer. If LABOREX GROUP informs the Customer that it will proceed with repair, the Customer must make the delivered products available to LABOREX GROUP again, at their own expense and risk.

10.4. All warranty obligations of LABOREX GROUP expire if the defects or imperfections in the delivered items claimed by the Customer result from (i) any incorrect, careless, or unskilled use or management of the items by the Customer, their employees, or third parties, (ii) a modification of the delivered items by the Customer, their employees, or third parties without the consent of LABOREX, or (iii) external causes such as, but not limited to, fire or water damage.

11. Liability

11.1. The maximum liability of LABOREX GROUP shall not exceed the agreed price of the product that caused the damage or was damaged. In the context of performing a service, the maximum liability will never be more than the price received by LABOREX GROUP for the performance of the service in the 30 days preceding the incident.

11.2. LABOREX GROUP cannot be held liable for the consequences of the use and any effects that the user, a third party, or their goods may suffer due to the delivered, installed, and/or transported products or the provided services. The sale and the service provision remain made to order and at the risk of the Customer, who is liable for any accidents and violations. The Customer is also liable and will, if applicable, indemnify LABOREX GROUP for all damage (including fire) caused by the products.

11.3. LABOREX GROUP does not guarantee the quality of its products in cases of abnormal use, poor maintenance, alteration of components, (dis-)assembly or repair by the Customer.

11.4. Except for its own fraud or intentional fault, LABOREX GROUP is not responsible for incidental or consequential damage (including but not limited to: damage to property, financial loss, lost profits, personnel costs, damage to third parties, loss of revenue, reputational damage, data loss). The Customer hereby waives any right to recourse against LABOREX GROUP, its affiliated companies, and/or its appointees regarding such matters.

12. Complaints

12.1. Immediately upon receipt of the products, the Customer must carefully check whether the received quantity corresponds with the ordered quantity and whether the product includes the agreed specifications. Complaints regarding the quantity, the (non-)conformity, or the condition of the delivered products must be communicated to LABOREX GROUP within two calendar days after receiving the shipment via registered letter, under penalty of

forfeiture. Notwithstanding the foregoing, signing the receipt of delivery in any case constitutes acceptance of the delivery.

12.2. Complaints about defects (including those covered by the warranty of the manufacturer or supplier, which warranty was directly negotiated with the Customer) must be reported to LABOREX GROUP via a motivated registered letter, under penalty of forfeiture, no later than eight calendar days after receipt of the products (in case of visible defects) and no later than eight (8) calendar days after discovery (in case of hidden defects). The use or any subsequent resale of the products voids any potential liability of LABOREX GROUP. Claims regarding hidden defects must be filed within fifteen (15) calendar days after the discovery of the defect or after it should have reasonably been discovered. Complaints and/or disputes of any nature do not give the Customer the right to suspend the fulfillment of their obligations to LABOREX GROUP, nor the right to cancel the entire order or delivery. If the complaint is founded, the maximum liability of LABOREX GROUP will in any case not exceed the agreed price of the respective delivery of the product.

13. Retention of Title

13.1. All products to be delivered and delivered by LABOREX GROUP remain the property of LABOREX GROUP under all circumstances, as long as the Customer has not fulfilled any claim of LABOREX GROUP, including but not limited to claims for the payment of the price.

13.2. The Customer is obligated to store the products delivered under retention of title with due care and as recognizable property of LABOREX GROUP.

13.3. The Customer is not entitled to pledge, encumber in any way, or transfer wholly or partially the products delivered under retention of title until ownership has transferred to them, except insofar as such transfer occurs in the exercise of the Customer’s normal business activities.

13.4. Whenever circumstances require, including but not limited to cases where the Customer is declared bankrupt or a third party threatens to or has levied an attachment on the products, the Customer shall inform such third parties (e.g., a curator or creditors) of LABOREX GROUP’s property rights via registered letter. The Customer must immediately notify LABOREX GROUP of such a situation via registered letter.

13.5. If the Customer fails to meet its payment obligations to LABOREX GROUP or LABOREX GROUP has good reason to fear that the Customer will fail in those obligations, LABOREX GROUP is entitled to retrieve the products delivered under retention of title. The Customer undertakes – on behalf of a third party (buyer) or holder if necessary – that, at LABOREX GROUP’s first request, it will disclose the location of the products and that the products will be made available to LABOREX GROUP at the Customer’s expense and risk, should LABOREX GROUP request it. An irrevocable mandate to retrieve and a mandate to enter necessary premises are hereby granted to LABOREX GROUP for this purpose. Upon retrieval, the Customer will be compensated for the market value, which will not exceed the original price agreed upon with LABOREX GROUP, reduced by the costs incurred by LABOREX GROUP from the retrieval.

14. Severability

14.1. As far as possible, the provisions of these General Terms and Conditions and of the agreement shall be interpreted in a manner that is valid and enforceable under applicable law.

14.2. The (partial) invalidity, unenforceability, inapplicability, or impracticability of one or more provisions of these General Terms and Conditions or of the agreement does not affect the applicability of the remaining provisions nor does it affect their validity.

14.3. The parties shall endeavor to replace any provision that is considered invalid, unenforceable, inapplicable, or impracticable with a clause that reflects the intentions of the parties.

15. Applicable Law and Competent Court

15.1. All agreements concluded with LABOREX GROUP, as well as disputes relating thereto, are exclusively governed by Belgian law, excluding the Vienna Sales Convention.

15.2. In case of disputes arising from the agreement or these general terms and conditions, which are an integral part thereof, the competent courts of the judicial district of Antwerp, division Turnhout, shall have exclusive jurisdiction