General Terms and Conditions of Sale
Arctus Technologies B.V.
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Valid from 10 May 2025

‍Article 1 – Definitions and Applicability
1.1 In these general terms and conditions, the following definitions apply: “Arctus”: Arctus Technologies B.V., a private limited company registered in Son, the Netherlands, with Chamber of Commerce number 94954747; “Customer”: any natural or legal person acting in the course of a business or profession who enters into an agreement with Arctus; “Products”: all hardware components supplied by Arctus, including but not limited to motors and PCB assemblies.
1.2 These terms and conditions apply to all offers,quotations, order confirmations, deliveries, agreements, and any other legalrelationships between Arctus and the Customer. Deviations are valid only if agreed upon in writing.
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Article 2 – Offers and Quotations
2.1 All product and service descriptions, dimensions, weights, prices and othe  rinformation contained in brochures, catalogues, advertisements, price lists andother communications as well as on the website by Arctus are non-binding unless expressly stated otherwise in writing.
2.2 Each offer is based on the performance of the agreement by Arctus undernormal circumstances and during normal working hours.
2.3 An agreement is concluded if it is accepted inaccordance with the offer. If the acceptance deviates from the offer, the agreement shall only come intoeffect after Arctus has expressly accepted these deviations.
2.4 Apparent mistakes or clerical errors shall not be binding on Arctus.

Article 3 – Formation and Modification of Agreements
3.1 Unless expressly agreed otherwise in text form, the nature and scope of the delivery and/or service to be provided by Arctus shall be determined by the offer prepared by Arctus and the information contained therein.
3.2 Any changes to the nature and scope of the delivery and/or service to beprovided by Arctus that are requested by the Customer after conclusion of contract shall be taken into account only if such changes are expressly agreed in text form.
3.3 Arctus shall be entitled to make technical changes to the delivery and/orservice that become necessary or expedient during execution planning as aresult of technical developments, unless such changes are unreasonable for the Customer.

Article 4 – Prices and Payment
4.1 Unless agreed otherwise in text form, the prices stated in the offers are in Euro and exclusive of VAT
4.2 Payment must be made within the term specified on the invoice, without any deduction or setoff.
4.3 In case of late payment, the Customer is in default by operation of law and statutory commercial interest is due.
4.4 All judicial and extrajudicial collection costs shall be borne by the Customer. The Customer shall not be entitled to set off any claims unless the claim to beset off is undisputed or has been finally adjudicated.
4.5 If, after conclusion of contract, it becomes apparent (e.g. through an application to open insolvency proceedings) that Arctus’ claim to the purchase price or remuneration is jeopardised by the Customer’s lack of performance ability, Arctus shall be entitled to refuse performance and—if applicable after setting a deadline—withdraw from the contract in accordance with statutory provisions.4.6 If, after conclusion of contract, the costs of materials and services to be procured by Arctus for the delivery and/or service increase (e.g. due to price increases by suppliers, rising raw material prices,etc.), Arctus shall be entitled to increase the price of the goods in line with the cost increase.
4.7 Arctus shall be entitled, even within an ongoing business relationship, to supply a delivery in whole or in part only againstadvance payment at any time. Arctus shall declare a corresponding reservationno later than in the order confirmation.`
4.8 Arctus may charge additional work separately, assoon as the amount to be charged is known to it. Paragraphs 1 and 2 shall applyfor the calculation of additional work. Payment of additional work shall takeplace no later than seven (7) days after this has been invoiced to the Customer.

Article 5 – Delivery and Transfer of Risk
5.1 The delivery time is based on the conditions applicable at the time of conclusion of the agreement and on timely delivery of the Goods and/or services ordered by Arctus for the execution of the work. If a delay occurs through no fault of Arctus, due to a change in the working conditions or due to the fact that goods and/or services ordered in time are delayed, the delivery time shall be extended insofar as necessary. If performance is still not available within the new delivery period, Arctus shall be entitled to withdraw from the contractin whole or in part; any consideration already provided by the Customer shallbe refunded without delay. Arctus shall not be liable for impossibility ofperformance or delays in performance insofar as these are due to force majeure or other events not foreseeable at the time of contract conclusion and for which Arctus is not responsible (e.g. operational disruptions of any kind,fire, natural disasters, weather, flooding, war, riots, terrorism, transportdelays, strikes, lockouts or curfews, shortages of labour, energy or rawmaterials, epidemics, pandemics, delays in obtaining any required officialapprovals, governmental measures or prohibitions). In such cases delivery periods shall automatically be extended by the duration of the event plus a reasonable ramp‑up time. The parties shall promptly provide oneanother with the necessary information and in good faith adjust their contractual obligations to the changed circumstances.
5.2 Failure to meet the delivery deadline does not initself give the Customer the right to cancel the Contract, in whole or in part,or to claim damages. If, however, the delay reaches sixteen (16) weeks—or Arctushas notified the Customer that the delay will reach that period—the Customer may cancel the Contract by giving Arctus written notice. In that event the Customer is entitled (where applicable) to: repayment of any portion of the Price already paid; and compensation for proven loss, capped at fifteen percent(15 %) of the Price. If some Goods have already been delivered, cancellation after sixteen (16) weeks is limited to the undelivered portion, unless the Goods already delivered cannot be used independently by the Customer. In a partial cancellation, the Customer may recover the corresponding portion of the Price; and the 15 % cap is calculated only on that undelivered portion. Delayscaused by Force Majeure are governed exclusively by Article 13.
5.3 Unless expressly agreed otherwise in text form, compliance with execution and delivery periods shall be determined by the handover to the carrier, freight forwarder or other third party engaged fortransport. If it has been agreed that the delivery is to be collected by theCustomer at Arctus’ place of business or another location, compliance withexecution and delivery periods shall be determined by the provision of the delivery and/or service at Arctus’ place of business or that other location.
5.4 Unless expressly agreed otherwise in text form, the goods shall bedispatched by Arctus at the Customer’s request. Unless expressly agreed otherwise, Arctus may determine the mode of shipment and the transport person.Delivery shall be Ex Works (EXW). The risk of accidental loss or accidentaldeterioration of the goods shall pass to the Customer upon handover to the transport person; this shall also apply if Arctus has undertaken to bear thetransport and/or freight costs.
5.5 As soon as the Product is deemed delivered, the Customer shall bear the risk for all damage that may occur to or by this Product, except in case of intentor gross negligence on the part of Arctus.
5.6 All Products delivered by Arctus remain its property until the Customer hasfully satisfied every present and future claim Arctus has or will acquire against the Customer—including purchase-price claims, interest, costs and any compensation for breach of contract.

Article 6 – Inspection, acceptance and warranty
6.1 The Customer shall inspect the goods delivered by Arctus no later than 14 days after handover, insofar as this is feasible in the ordinary course of business. Defects that become apparent during such inspection must be reported to Arctus in text form within an exclusion period of 14 calendar days after delivery of the goods. Warranty claims for such apparent defects are excluded if notice of defects is not given or is not given within the period stated.
6.2 If a defect that could not be detected during the inspection pursuant to Section 6.1 becomes apparent later, the Customer must report this defect to Arctus in text form within an exclusion period of 14 calendar days after discovery. Warranty claims for such hidden defects are excluded if notice of defects is not given or is not given withinthe period stated. The Customer bears the burden of proving that the defect could not have been detected during the inspection under Section 6.1. Claims must be brought in court within one (1) year of the said report, on penalty of forfeiture of all rights.
6.3 If a material defect exists, and provided that warranty claims are not excluded under Sections 6.1 and 6.2, Arctus shall, at its discretion, either remedy the defect or supply a defect‑free item by way of subsequent performance. Arctus shall bear the expenses necessary for subsequent performance, in particular transport, travel, labour and material costs. The obligation to remedy the defect shall apply exclusively to defects in the Product that are not noticeable upon inspection and, if agreed, acceptance tests, and which the Customer proves to have occurred within six (6) months after delivery as referred to in Art. 5.
6.4 If the Customer has installed or affixed the defective item, in accordance with its nature and purpose, in or to another item, Arctus shall be obliged, within the scope of subsequent performance, to reimburse the Customer for the necessary expenses of removing the defective item and installing or affixing the repaired or newly delivered defect‑free item only if the defect was not recognisable at the time of installation or affixation. The burden of proving that the defect was not recognisable rests with the Customer. The Customer’s claim for reimbursement of expenses is limited to the price of the defective item. In the case of installation of Goods delivered by Arctus, the period of six (6) months mentioned in paragraph 5 applies to both the delivered Goods and the installation of the Goods, and starts on the day that installation is completed by Arctus. This period ends in any case twelve (12) months after delivery of the Goods in accordance with Art. 5.
6.5 If remedial performance ultimately fails, the Customer may demand a price reduction proportionate to the diminished value ofthe Product, up to a maximum of fifteen percent (15%) of the invoice price forthe relevant Product. Where a defect is so serious that it substantially deprives the Customer of the benefit of the contract for the Product—or anessential part thereof—the Customer may, by written notice, rescind the contract with regard to the affected Product. Arctus shall then refund the price already paid for that Product. The Customer may also claim proven losses up to fifteen percent (15%) of that price, save that this cap does not apply in the event of intent or gross negligence on the part of Arctus.
6.6 Damage claims based on defects, the breach of any other duty arising from the contractual relationship or tort may be asserted by the Customer only for damage resulting from intentional or negligent injury to life, limb or health, damage resulting from intentional or negligent breach of a duty whose fulfilment is a prerequisite for the proper performance of the contract, and damage to property and financial loss caused by at least grossly negligent or intentional breach of duty by Arctus or by a legal representative or agent of Arctus, damage claims for property damage or financial loss basedon mere negligence are excluded. Insofar as damage claims by the Customer arebased on simple negligence and gross negligence, such claims are limited toforeseeable loss and do not include loss of profit.
6.7 Arctus is not liable for defects in inspections,consultancy and similar services.
6.8 Products supplied by Arctus must be used in accordance with their technical specifications and intended purpose. The Customer is responsible for passing on relevant installation and safety information to downstream customers and endusers.
6.9 The warranty covers only defects demonstrably caused by manufacturing or material faults, faulty design or poor workmanship. Failure to follow provided installation and safety instructions shall void the warranty and exclude liability. The warranty does not cover damage from improper installation, use, maintenance, modification, storage, or environmental exposure beyond specified limits, including- non-observance of operating and maintenance instructions or use other than the intended normal use; - disassembly or modification by the Customer or by third parties; - from parts procured by Arctus from third parties, including Software, insofar as the third party is not liable to Arctus for this. Arctus is not liable for infringement of intellectual property rights resulting from the fact that: - the Product is used outside the Netherlands; - the Product is used in a manner other than agreed; - the Product is used in combination with equipment orSoftware not supplied by Arctus, unless Arctus was aware or should reasonably have been aware of such infringement.
6.10 Defects in delivered goods shall be carried outby Arctus by repair or replacement of the defective part, at Arctus’ businesslocation or by sending a repaired part or a part for replacement, at Arctus’ discretion. After the remedy of the defect, Arctus is equally obliged to remedy defects in the repaired orreplaced part for a period of six (6) months.
6.11 Returns are only accepted with prior written approval from Arctus. Return shipping costs are at the Customer’s expense, unless agreed otherwise. If the Customer terminates the agreement without obtaining the prior consent of Arctus in writing, it will be obliged to pay the full price without notice of default.

Article 7 – Liability
7.1 Unless there is intent or gross negligence on Arctus’ part, all liability of Arctus is excluded, regardless of the legal basis. In particular, Arctus is not liable for damage caused by failure to deliver; liability towards thirdparties; any unlawful or negligent acts or omissions by Arctus; damage to orloss of, for any reason whatsoever, raw materials, semi-finished products, models, tools and other Goods made available by the Customer; loss of production and reduction of usability; loss of contracts, customers or business opportunities.
7.2 Arctus shall not be liable for indirect, consequential, or incidentaldamages, including but not limited to loss of profit, data, business interruption, or reputational harm.
7.3 Any liability on the part of Arctus is limited to the amount paid by the Customer for the specific delivery in question.
7.4 Arctus is not liable for claims arising from the infringement of third-party intellectual property rights resulting from the use of specifications, materials, or designs provided by the Customer.

Article 8 – Intellectual Property and Confidentiality
8.1 All intellectual property rights related to the Products, designs,software, documentation, and other materials remain the property of Arctus orits licensors. This shall also apply if these have been developed specificallyfor the Customer, unless expressly agreed otherwise.
8.2 The Customer acquires a non-exclusive, transferable right to use these intellectual property rights, without time limitation, but only for the delivered Product and subject to any restrictions contained in underlying third-party licences. Arctus is not obliged to provide the Customer with the source code or Software updates.
8.3 Technical, commercial and financial information and information marked confidential or which by its nature should be considered to be confidential,disclosed by one party In Writing or orally to the other party, shall be treated confidentially by the other party. The information may not bereproduced or transferred, communicated or disclosed to any third party.  

Article 9 – Export Control and Compliance
9.1 The Customer shall comply with all applicable national and international export control laws and regulations.
9.2 Arctus’s Products may not be exported or resold to sanctioned countries or end-users without explicit written consent.
9.3 Arctus reserves the right to refuse delivery if export regulations may be breached.

Article 10 – Force Majeure
10.1 “Force majeure” means any circumstance beyond Arctus’ reasonable control—whether or not foreseeable when the contract was made—that permanently or temporarily prevents performance or renders it unreasonably burdensome. It includes, without limitation: armed conflict or threat thereof; civil unrest; strikes or lock-outs; transport disruptions; import or exportbans; governmental action; fire; terrorism; epidemics or pandemics; natural disasters or extreme weather; energy shortages or power failures; internet, network or telecom outages; cyber-crime; and any delay or failure by sub-contractors caused by any of the foregoing events.
10.2 If a force-majeure event makes performance impossible or commercially unreasonable, Arctus may suspend its obligations. Should the disruption last—or clearly be expected to last—longer than six (6)months, either party may terminate the contract in whole or in part by written notice.
10.3 Suspension or termination under this Article gives rise to no liability for damages. Arctus may, however, invoice the Customer for the reasonable and demonstrably incurred costs of raw materials, components and other goods that were purchased, reserved, processed or manufactured specifically for the contract. Upon payment, the Customer must take delivery of those items. If the Customer fails to do so within a reasonable time, Arctus may store them at the Customer’s expense and risk or dispose of them—by sale or destruction—at the Customer’s cost.

Article 11 – Suspension and Termination
11.1 If Arctus has reasonable grounds to believe that the Customer cannot or will not perform — including in the event of bankruptcy, insolvency proceedings, cessation, liquidation or full/partial transfer of theCustomer’s business — Arctus may demand adequate security for all of the Customer’s contractual obligations (due or not yet due); and suspend its own performance until such security is provided.
11.2 If the Customer fails to perform any obligation under the Contract, or performs it late or improperly, Arctus may suspend performance and/or terminate the Contract.
11.3 Upon suspension or termination under paragraphs 1 or 2, Arctus may, at the Customer’s expense and risk, store any raw materials, components, parts or other goods it has purchased, reserved, processed or manufactured for the Contract, or elect to sell or destroy them. Arctus is entitled to full compensation for its losses and costs, but owes the Customer no damages.
11.4 If the Customer cancels the Contract without Arctus’ prior written consent, the Customer shall—without any notice of default being required—owe the full Contract Price, minus net savings and proceeds of reasonable resale.

Article 12 – Final Provisions
12.1 If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force.
12.2 Arctus may amend these General Terms and Conditions from time to time. Amendments shall be communicated to the Customer in writing at least thirty (30) days before they take effect. If the Customer objects in writing within that 30-day period, the existing terms will continue to govern all orders already placed, and the parties shall consult in good faith on the applicability of the new terms to future orders. Failure to object within the 30-day period constitutes acceptance of the amended terms. 

Article 13 – Governing Law and Disputes
13.1 These terms and conditions and all agreements between Arctus and the Customer are governed by Dutch law.
13.2 All disputes arising out of or in connection with these Terms or anyagreement between the parties shall be submitted to the competent court of Oost-Brabant, location Eindhoven. Nothing in this clause prevents Arctus from bringing proceedings before any other court that is competent under the ordinary rules of Dutch or international jurisdiction.