Terms and Conditions

1. Definitions

In these General Terms and Conditions of Delivery and the agreements to which they have been declared applicable, the terms listed below have the following meanings:

Terms and Conditions: these general terms and conditions of delivery;

Movida: Movida Nederland B.V., located at Ketelmeerstraat 182, Lelystad (8226 JX), registered with the Chamber of Commerce under No. 78417341;

Quotation: the written (or electronic) offer from Movida to the Client for the delivery of Products, to which these General Terms and Conditions apply;

Client: a natural person or legal entity acting as a business, which is registered in the commercial register and wishes to purchase or is purchasing certain Products from Movida;

Agreement: the agreement between Movida and the Client, any amendments or additions thereto, and the General Terms and Conditions applicable to the agreement;

Products: all products and services provided by Movida, the resulting facilities, and the related activities that do not originate from third parties and for which any intellectual property rights, industrial property rights, and other rights are held by Movida, including product documentation, user manuals, and packaging.

2. What We Do

2.1 These General Terms and Conditions apply exclusively to every purchase and delivery of Products by Movida to the Client, to the exclusion of any terms and conditions of the Client and/or other third parties, all Agreements relating thereto, and all related acts, whether of a preparatory or executory nature, including Quotations, order confirmations, and deliveries.

2.2 Any deviating agreements are valid only to the extent that they have been expressly accepted in writing by Movida.

2.3 Any amendments to (or additions to) any provision of the Agreement shall be effective only if they are set forth in writing and signed by both parties.

2.4 If, for any reason, any provision of these General Terms and Conditions or the Agreement is at any time wholly or partially invalid or is set aside, the remaining provisions shall remain in full force and effect.

2.5 In a situation as described in the preceding paragraph, the parties shall negotiate the terms of a new provision that most closely reflects the content and purpose of the original provision.

2.6 If there is any doubt regarding the interpretation of one or more provisions of these General Terms and Conditions, the interpretation shall be in accordance with the spirit of such provision(s).

2.7 If a situation arises between the parties that is not covered by these General Terms and Conditions, such situation shall be assessed in accordance with the spirit of these terms and conditions.

2.8 If these General Terms and Conditions conflict with the Agreement or the Quote, the Agreement, the Quote, and finally these General Terms and Conditions shall prevail, in that order.

2.9 If Movida does not consistently require strict compliance with these Terms and Conditions, this does not mean that the provisions herein do not apply, nor does it mean that Movida loses the right to require strict compliance with these Terms and Conditions in other situations.

2.10 For the purposes of communication between Movida and the Client, the term “in writing” also includes electronic communication. Movida’s electronic system is deemed to constitute the sole proof of the content and the time of receipt and transmission of the relevant electronic communication.

3. Provision of Information

3.1 For the purpose of entering into the Agreement, the Client shall provide Movida with all essential information relating to the delivery of the Products. The Client guarantees the accuracy and completeness of the information provided by or on behalf of the Client, upon which Movida bases its Quote. This duty to provide information applies equally if changes occur after the close.

3.2 All quotations from Movida are non-binding, unless Movida states otherwise. If a non-binding quotation is accepted, Movida has the right to rescind the offer within two business days of receiving the acceptance.

3.3 The relevant information in the Proposal is binding on Movida only if Movida has expressly confirmed it in writing. Obvious errors or typographical errors in the Proposal are not binding on Movida.

3.4 Quotations are valid for 3 weeks, starting on the date the Quotation is dated. If the Client does not accept a Quotation within this period, Movida is entitled to change the terms and conditions and the price set forth in the Quotation.

4. Formation

Agreement 4.1 An Agreement is formed upon Movida’s acceptance of the Quote. If Movida issues an invoice for the assignment/order, proceeds with delivery, or begins performing the assignment, it shall be deemed to have accepted the assignment.

4.2 If Movida sends a Quote, contract, or other similar legally binding document to the Client, and the Client fails to return this document to Movida with a signature, the Client, by performing under the agreement—such as making a payment—accepts the contents of this document and Movida’s Terms and Conditions.

5. Prices

5.1 If prices and/or rates of price-determining factors, such as wages, materials, currency exchange rate fluctuations, transportation costs, import duties, or insurance rates, increase for any reason whatsoever, Movida is entitled to adjust the agreed-upon price immediately and in proportion to such increase.

5.2 If the performance of an Agreement by Movida is delayed at the Client’s request or due to a failure to provide information or instructions, the provision of incorrect information, or other causes attributable to the Client, Movida is entitled to increase the prices by the amount of any additional costs resulting therefrom, such as lost interest.

6. Billing and Payment

6.1 The Client must pay the total amount stated on the invoice, including VAT, no later than 30 days after the invoice date, unless otherwise agreed in writing. The Client is not entitled to suspend its payment obligations, even in the event of a complaint.

6.2 Payment must be made net to Movida’s bank account, without any discount, deduction, or set-off, even in the event of claims by the Client. The value date indicated on Movida’s bank statements shall be deemed the date of payment.

6.3 If the Client fails to pay on time, the Client shall be deemed to be in default by operation of law, without any notice of default being required. From the day the Client is in default until the day of full payment, the Client shall owe late payment interest of 1.5% on the amount due per month or part thereof, with a partial month counting as a full month, or the statutory commercial interest rate as referred to in Article 6:119a of the Dutch Civil Code, if the commercial interest rate exceeds the contractual interest rate. The Client shall owe “interest on interest” at the end of each year, in accordance with the provisions of Article 6:119a(3) of the Dutch Civil Code. This is without prejudice to Movida’s right to full compensation for damages under the law.

6.4 All costs associated with the collection of amounts owed by the Client—including both judicial and extrajudicial costs—shall be borne by the Client. This includes, among other things, the costs of attachment, filing for bankruptcy, collection costs, as well as the costs of attorneys, bailiffs, and other experts engaged by Movida. The extrajudicial collection costs incurred by Movida that Movida may charge amount to—in part as a penalty— — at least 10% of the total amount owed by the Client to Movida, with a minimum of EUR 750, plus VAT, without prejudice to Movida’s right to full compensation for damages and costs incurred in connection with the collection of the amounts owed.

6.5 Upon or after the conclusion of the Agreement, the Client is obligated, upon Movida’s first request, to make advance payments in the amounts specified by Movida. Movida is not required to pay interest on advance payments.

6.6 The Client must submit complaints regarding invoices no later than 8 days after the invoice date by registered letter with return receipt to Movida, failing which invoices shall be deemed to have been accepted and approved by the Client, and complaints regarding such invoices will no longer be accepted.

6.7 Movida is entitled to invoice Agreements that are performed in installments on a per-installment basis.

6.8 Incoming payments shall first be applied to judicial and extrajudicial costs, fines, and interest, and shall then be applied to the oldest outstanding invoices with Movida, regardless of any other instructions provided by the Client.

7. Warranty

7.1 Subject to the provisions elsewhere in these General Terms and Conditions, Movida warrants the soundness of the materials used in its Products, their construction, and the installation performed by it. The warranty applies to the extent that all Products for which the Client demonstrates that, within the warranty period of 12 months after delivery or (in the case of installation by Movida) 12 months after installation, exhibit defects that are the direct result of the design, faulty workmanship, use of defective materials, or defective installation by Movida, shall be replaced or repaired (at its discretion) by Movida free of charge, or (in the event of defective installation) reinstalled by Movida.

7.2 Movida’s obligation set forth above shall in no event apply if: a. a defect arises from the fact that Movida received incomplete or incorrect information regarding the type or design of the goods, on which the Products are mounted or for which the Product is intended; b. a defect results from a defect or modification in the configuration (used in combination with the Products); c. a defect results from normal wear and tear of certain parts; d. the statutory instructions and/or instructions provided by Movida for the assembly, reassembly, use, and/or inspection and maintenance of the Products (whether or not in combination with equipment/software) have not been followed; e. the delivered Products (and/or equipment/software used in conjunction with them) have been used improperly, not in accordance with the agreed-upon or customary intended use or the supplier’s instructions for use, or have not been properly maintained; f. modifications or repairs to the Products have been made without Movida’s prior written consent; g. the delivered Products have been damaged by external causes such as fire, etc.; h. the Client fails to fulfill, or has failed to fulfill, any obligations toward Movida arising from the underlying Agreement, or has failed to do so properly or in a timely manner.

7.3 If Movida replaces (parts of) Products in fulfillment of its warranty obligations, such items shall become the property of Movida as of the time of replacement.

7.4 Upon Movida’s first request, the Client shall return (parts of) the defective Products to Movida, at Movida’s expense and risk and in accordance with its instructions.

7.5 The repair or replacement of Products or the reinstallation of Products shall not suspend or extend any warranty or claim periods.

8. Retention of Title and Security Interests

8.1 Subject to the provisions of these General Terms and Conditions, all Products delivered by Movida to the Client shall remain the property of Movida until all of its claims against the Client arising from the Products delivered pursuant to an Agreement have been paid in full, including claims arising from a breach of an Agreement (such as interest, costs, and penalties), all as provided for in Article 3:92 of the Dutch Civil Code. The Client shall have no right of retention with respect to these Products.

8.2 The Products may be resold or used by the Client in the ordinary course of business; however, no security interest may be created in them as long as Movida retains title to the Products.

8.3 The Client is obligated to exercise the care customary in business dealings with respect to all Products subject to Movida’s retention of title, to grant Movida access to such items, and to promptly notify Movida in writing of any action by third parties that adversely affects or may affect the delivered Products.

8.4 Movida has the right to reclaim (or have reclaimed) Products delivered to the Client that remain the property of Movida if the Client fails to fulfill its obligations or if Movida has reason to believe that the Client will not fulfill its payment obligations. The Client is obligated to facilitate such repossession. The costs associated with the repossession shall be borne by the Client. Upon repossession, the Client will be credited based on the invoice value or, in the event of damage to the Products, based on their fair market value.

8.5 Movida reserves a right of retention with respect to all Products in Movida’s possession that are intended for the Client, until the Client has fulfilled its obligations.

8.6 The Client is obligated (in each instance) to provide further security upon Movida’s first request to ensure the fulfillment of its obligations toward Movida (such as providing an acceptable bank guarantee).

8.7 The Client is obligated to inform third parties (such as receivers and creditors claiming any right with respect to the Products subject to Movida’s retention of title) of Movida’s retention of title. In such a case, the Client must immediately notify Movida in writing by letter and email.

9. Certifications and Intellectual Property Rights

9.1 All rights to the registered Products delivered by Movida, including industrial and intellectual property rights, are held exclusively by Movida or its licensors. The sale and delivery of the Products to the Client do not create any rights with respect to such rights.

9.2 The Client is not permitted to remove or alter any indications regarding (certification) marks, such as the CE mark, trade names, patents, or other rights from the Products delivered by Movida.

9.3 Movida is not liable for infringements of third-party intellectual or industrial property rights caused by a combination of (part of) the Products supplied by Movida with equipment or products not supplied by Movida, or caused by modifications to the Products supplied by Movida that were made without Movida’s permission.

9.4 The Client shall not remove (in whole or in part) or render invisible or illegible any identification marks affixed to the Products.

10. Remedies for Breach

10.1 When:

a. The Client files for bankruptcy, is declared bankrupt, or files for a stay of payments; or

b. The Client dies or is placed under guardianship; or

c. a decision is made and/or action is taken to liquidate the Client or to terminate the Client’s business operations, or to sell the Client’s business operations, or the nature of the Client’s business operations changes substantially in Movida’s opinion; or

d. The Client fails to fulfill, or fails to fully fulfill, any obligations owed to Movida under the law or contractual terms; or 5

e. The Client fails to pay an invoice amount owed to Movida within the specified time period; or

f. all or part of the Client’s assets are seized; or

g. a situation similar to those described in a through f arises under the law of the Client’s country of incorporation,

the Client shall be deemed to be in default by operation of law, and the Client’s (remaining) debt to Movida shall become immediately due and payable. In such a case, Movida is entitled to terminate the Agreement immediately, in whole or in part, without notice of default or judicial intervention, or to suspend its obligations, all of which is without prejudice to Movida’s other rights, such as rights regarding penalties that have already become due, interest, and the right to compensation.

10.2 Movida is not obligated to pay any damages to the Client in the event of termination of the Agreement in accordance with the provisions of this article.

10.3 If a situation arises as described in the preceding paragraph, Movida is entitled to take back the Products, free of all rights of the Client, and without any obligation to return the Products to the Client. In such a case, Movida and its authorized representative(s) are entitled to enter the Client’s premises in order to take possession of the Products. The Client is obligated to take the necessary measures to enable Movida to exercise its rights.

11. Liability and Indemnification

11.1 Movida’s liability to the Client is limited to the provisions of Article 7.

11.2 Movida shall not be liable for any other damages in connection with the sale or use of the Products, including direct damages, consequential damages, business interruption, losses incurred, lost savings, damages resulting from business interruption, or damages resulting from third-party claims against the Client.

11.3 Movida shall not be liable for damages caused by acts or omissions of personnel employed by Movida or other persons whose services Movida utilizes, including recommendations or advice regarding the application and use of the Products, Movida shall not be liable, except in cases of willful misconduct or gross negligence on its part.

11.4 Any advice provided does not relieve the Client of its obligation to examine the Products (each time) for their suitability for the Client’s intended purposes and, if necessary, to take them out of service. The actual application and use of the Products are entirely at the Client’s own risk and expense. Movida is not liable for this.

11.5 Movida shall in no event be liable for any damages if and to the extent that such damages result from a failure to comply with Movida’s directions or instructions (for example, regarding assembly or reassembly) or the failure to comply with usage, inspection, and/or maintenance requirements for Products or equipment/software used in conjunction therewith by the Client or by its employees or third parties engaged by it.

11.6 Movida shall also not be liable under any circumstances if and to the extent that damage results from a defect in or the use of the Client’s products.

11.7 The Client shall never personally hold Movida’s employees or parties engaged by Movida liable in connection with an Agreement.

11.8 The Client must hold Movida liable for damages suffered or to be suffered within one calendar month after becoming aware, or after it could reasonably have become aware, of an event causing damage. Any claim for damages against Movida, except for a claim acknowledged by Movida, shall lapse upon the mere passage of 12 calendar months following the date the claim arose.

11.9 Any terms and conditions that limit, exclude, or define liability—which may be invoked against Movida by Movida’s suppliers in connection with the delivered Products—may also be invoked by Movida against the Client.

11.10 Movida’s employees or agents engaged by Movida for the performance of the Agreement may invoke against the Client all defenses arising from the Agreement, as if they were parties to that Agreement themselves.

11.11 In the event that, notwithstanding the foregoing, Movida were obligated to pay damages, the Client expressly acknowledges that Movida’s liability toward the Client, whether contractual or otherwise, is in any case limited to the invoice value of the Product purchased by the Client that gave rise to the event causing the damage, or (if lower) a total amount of EUR 3,000 per series of events having the same cause.

11.12 The Client is obligated to indemnify and hold harmless Movida, its employees, and any third parties engaged by it in the event of claims by third parties in connection with the sale, delivery, and installation, as well as the existence and/or use of the Products, with respect to damages for which Movida is not liable under the Agreement.

12. Force Majeure

12.1 If Movida is prevented by a force majeure event of a permanent or temporary nature from (further), regardless of whether the force majeure was foreseeable, Movida is entitled, without any obligation to pay compensation, to terminate the Agreement in whole or in part by means of a written notice to that effect without judicial intervention, without prejudice to Movida’s right to payment by the Client for services already performed by Movida prior to the occurrence of the force majeure situation, or to suspend the (further) performance of the Agreement in whole or in part. Movida will notify the Client of the force majeure situation as soon as possible. In the event of suspension, Movida will still be entitled to terminate the Agreement in whole or in part.

12.2 Force majeure includes all circumstances that temporarily or permanently prevent Movida from fulfilling its obligations, such as fire, frost, strikes or lockouts, riots, war, government measures such as import or export restrictions, failure on the part of suppliers, power outages, computer, telephone, and internet outages, theft or embezzlement from Movida’s warehouses or workshops, and furthermore all circumstances under which Movida cannot reasonably be expected to (continue to) fulfill its obligations toward the Client. Force majeure on the part of Movida’s suppliers shall also be deemed to constitute force majeure on the part of Movida.

12.3 If the force majeure on Movida’s part lasts longer than 3 months, the Client is authorized to terminate the Agreement with respect to the part that cannot be performed by means of a written notice.

13. Transfer

13.1 The Agreement entered into between Movida and the Client, and the rights and obligations arising therefrom, may not be transferred to third parties without Movida’s prior written consent.

13.2 The Client hereby grants Movida the right, in advance and without requiring the Client’s express consent, to assign the entire agreement, or parts thereof, to: a) parent companies, sister companies, and/or subsidiaries; b) a third party in the event of a merger or acquisition of Movida. If this occurs, Movida will inform the Client accordingly.

14. Governing Law and Jurisdiction

14.1 All Agreements entered into by the parties are governed by Dutch law. The 1980 Vienna Convention on Contracts for the International Sale of Goods (CISG) does not apply.

14.2 Any disputes relating to or arising out of an Agreement, including a tort, shall in the first instance be submitted exclusively to the competent court in the jurisdiction where Movida is located, without prejudice to Movida’s right to bring a dispute before another court with jurisdiction under the law or a treaty.