General Terms and Conditions

ENERGY PORTS BV

1. COMPANY DETAILS

Energy Ports B.V., Saturnusstraat 95, 2516AG The Hague, Netherlands, Chamber of Commerce number: 91991951

2. DEFINITIONS AND INTERPRETATION

In these General Terms and Conditions of Sale, terms with a capitalized first letter have the meaning as described in Appendix 1 (Definitions).

3. SCOPE AND APPLICABILITY

3.1 These General Terms and Conditions of Sale apply to every Offer and every Agreement unless expressly deviated from in the Offer or Agreement. In case of conflict between the provisions in these General Terms and Conditions of Sale and the provisions in an Offer or Agreement, the provisions in the Offer or Agreement shall prevail. In case of conflict between the Warranty Terms and the other provisions in these General Terms and Conditions of Sale, the Warranty Terms shall prevail.

3.2 The applicability to an Offer or Agreement of general purchase conditions or other general terms and conditions used by a Customer (whether or not such terms are mentioned in a purchase order, invoice, or in any correspondence between the Parties, or are implied by trade, custom or usage, practice, or course of dealing) is excluded, unless such terms are expressly accepted in writing by Energy Ports.

3.3 The Customer acknowledges and agrees that the Customer acts in the exercise of its profession or business, and not as a Consumer, in the context of each Offer and each Agreement.

3.4 Energy Ports may amend these General Terms and Conditions of Sale at any time and shall make reasonable efforts to notify the Customer thereof in a timely manner (which may include a general notice via the Website). Such amendments shall also apply to offers and agreements issued or concluded after the date on which such amendments take effect. Any amendment to an Agreement after it has been concluded must be agreed in writing by the authorized representatives of each Party.

3.5 If any provision of these General Terms and Conditions of Sale or of an Agreement is or becomes invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of these General Terms and Conditions of Sale. In that case, the Parties shall negotiate in good faith to promptly replace such invalid or unenforceable provision with a valid and enforceable provision that, to the extent possible, reflects the original intent. Failure to exercise or delay in exercising any right or remedy provided for in these General Terms and Conditions of Sale, an Agreement, or applicable law shall not constitute a waiver of such right or remedy or a waiver of other rights or remedies, and no single or partial exercise of any such right or remedy shall preclude the further exercise of that right or remedy or the exercise of any other right or remedy.

4. OFFER AND AGREEMENT(S)

4.1 Any Offer, even if it contains a term for acceptance, shall only bind Energy Ports after an Agreement has been concluded in accordance with these General Terms and Conditions of Sale.

4.2 An Offer shall automatically expire if the Products that are part of the Offer are no longer available for purchase, and if the Offer is not accepted by the Customer within a period of 30 (thirty) days from the date on which the Offer was made or another acceptance period as stated in the Offer.

4.3 The Customer is solely responsible for the completeness and accuracy of all information provided by or on behalf of it to Energy Ports and acknowledges and agrees that Energy Ports may rely on such information in preparing an Offer or Agreement.

4.4 Without prejudice to 4.3 and below, Energy Ports shall make reasonable efforts to ensure that the information provided by it in an Offer is complete and accurate, but shall not be bound by manifest errors or misprints in an Offer.

4.5 Energy Ports shall make reasonable efforts to ensure that images of Products and general information about Products on its Website (including in brochures and product documentation made available by Energy Ports via its Website or otherwise) provide an accurate representation of the Product, but it shall not be liable for any deviations of the actual Products from such images or information.

4.6 The Customer may submit written purchase orders for the delivery of Products and shall, if applicable, use the form prescribed by Energy Ports for such purchase orders.

4.7 An Agreement shall only be concluded after the Customer has accepted an Offer in writing or has submitted a written purchase order for Products to Energy Ports and (a) such acceptance or purchase order has been confirmed in writing by an authorized representative of Energy Ports, or (b) Energy Ports has demonstrably proceeded with the delivery of Products under the Offer or purchase order.

4.8 Before Energy Ports has confirmed the purchase order, the Customer may cancel or amend a purchase order by informing Energy Ports in writing of such cancellation or amendment. A cancellation or amendment after Energy Ports has already confirmed may be refused by Energy Ports, or, at Energy Ports' discretion, may be accepted on the condition that the Customer reimburses the costs incurred by Energy Ports for this purpose.

5. DELIVERY

5.1 Unless otherwise specified in an Agreement, Energy Ports shall deliver the Products Ex Works (Incoterms 2020) in appropriate packaging at the location communicated by Energy Ports to the Customer in the Agreement or otherwise in writing. In the event that delivery by Energy Ports at a location of the Customer has been agreed, Energy Ports shall, regardless of the chosen Incoterms and unless expressly agreed otherwise in writing, be entitled to charge all costs of export and import duties and transport (including insurance during transport) incurred for the delivery of the Products to the Customer.

5.2 Energy Ports is entitled to deliver the Products under an Agreement in parts and to demand payment for a partial delivery before proceeding to the next partial delivery.

5.3 The risk of damage to or loss of the Products shall pass to the Customer upon delivery of the Products in accordance with Article 5.1. Legal ownership of the Products shall only pass to the Customer upon full payment by the Customer of the purchase price due for the Products and until that time the relevant Products shall be subject to a retention of title and (i) the Customer shall be obliged to ensure that the Products are not further processed or sold, remain identifiable as originating from Energy Ports, are traceable to the Agreement under which they were purchased and are identified as the property of Energy Ports in the Customer's records and accounts, and (ii) the Customer shall provide all reasonable cooperation to Energy Ports (including access to buildings controlled by the Customer) to identify and recover the Products if the Customer defaults on payment for such Products. If Energy Ports is unable to recover the Products due to accession, confusion, specification or transfer, the Customer shall be obliged to ensure that the newly formed objects are pledged to Energy Ports.

5.4 If a third party levies attachment on the Products that are subject to a retention of title pursuant to Article 5.3, or wishes to establish or assert rights thereon, the Customer shall be obliged to immediately inform Energy Ports thereof.

5.5 The Customer is responsible for receiving and signing transport documents (proof of delivery) for delivered Products and for checking each delivery of Products by performing an inspection: (a) on the correctness of the (types of) Products and models delivered compared to the Agreement, (b) on the correctness of the quantities delivered compared to the Agreement, and (c) of the Products compared to the Specifications. If the Customer is unable to receive the delivery, the Customer may agree with Energy Ports that Energy Ports may leave the delivery on the Customer's doorstep or deliver it to a neighboring property. If this is not possible, or if Energy Ports has reasonable grounds not to deliver the delivery to such an alternative location, Energy Ports shall take the entire delivery back with it.

5.6 The Customer shall inform Energy Ports within 2 (two) Business Days after delivery of any visible defects resulting from the inspection carried out pursuant to Article 5.5 and shall include reasonable evidence (e.g. photographs or video recordings) of the defects. In the event that the Customer does not notify Energy Ports of the defects within the aforementioned period, the delivered Products shall, without prejudice to Energy Ports' warranty obligations under the Agreement and these General Terms and Conditions of Sale, be deemed to have been accepted by the Customer. In the event of a shortcoming reported in accordance with this Article 5.6, Energy Ports shall, to the extent responsible for that shortcoming and subject to the Warranty Terms, remedy the shortcoming at its expense as soon as reasonably possible and feasible.

5.7 The Customer shall reimburse Energy Ports for all reasonable costs incurred by Energy Ports as a result of the Customer's failure to receive Products delivered at the agreed time and location (including the costs of returning the Products). The Customer acknowledges and agrees that, unless otherwise agreed in writing between the Parties, returned Products shall not be temporarily stored by Energy Ports for the Customer and that Energy Ports may destroy, resell or otherwise dispose of such Products at its own discretion.

5.8 Delivered Products may only be returned to Energy Ports within 4 (four) weeks after the date of the invoice relating thereto and only after written approval by Energy Ports, whereby Energy Ports shall specify the applicable requirements for a return shipment and the costs for return processing. Any costs for a return shipment shall be borne by the Customer, unless the return shipment is the result of an error attributable to Energy Ports. All Products for which a return shipment is requested must be in an unopened, full and original packaging.

6. TERMS AND DELAYS

6.1 Energy Ports shall use reasonable efforts to deliver Products on the date agreed between the Parties in or pursuant to the Agreement, however, unless expressly or otherwise agreed in writing between the Parties, (a) any such delivery date shall be considered an estimated date and not a deadline, and (b) failure to meet a delivery date shall not entitle the Customer to any compensation for damages or costs resulting from such delay.

6.2 Without prejudice to Article 6.1, each Party shall, as soon as it becomes aware thereof, promptly notify the other Party of any circumstances that cause or may cause a delay in the performance of its obligations under an Agreement.

7. PRICE AND PAYMENT

7.1 All prices for Products are stated in Euros on an Ex Works (Incoterms 2020) basis and shall be paid in Euros. To the extent that the Parties have agreed that Energy Ports shall invoice the amounts due in a currency other than the Euro, the invoiced amounts shall be calculated in the relevant local currency using the exchange rate as published by the European Central Bank on the date of invoicing.

7.2 All amounts due under an Agreement are exclusive of VAT, excise duties, export and import duties and other taxes and levies, which (other than taxes on Energy Ports' income) shall be borne by the Customer, unless expressly agreed otherwise in writing between the Parties. If such taxes (other than the reverse charge of VAT) are due on any delivery of Products under an Agreement, the Customer shall pay to Energy Ports, in addition to the prices for the Products, an amount equal to the amount of the applicable taxes against issuance of an invoice that is appropriate and valid under the applicable tax regulations. The Parties shall cooperate to minimize VAT or other taxes and duties payable in connection with an Agreement, to the extent legally permitted.

7.3 The Customer shall pay the amounts due in full, without set-off, deduction or withholding, in the currency in which they are invoiced, within 14 (fourteen) days after the invoice date or such other payment term as agreed in the Agreement or stated on the invoice, to the designated bank account of Energy Ports. Energy Ports shall at all times be entitled to demand full or partial advance payment for Products or to demand security for payment.

7.4 If the Customer is in default with any payment obligation towards Energy Ports, Energy Ports shall be entitled and obliged to demand payment, and the Customer shall be obliged to pay, without prejudice to its other rights and remedies: (i) the higher of the statutory interest for commercial transactions or, if otherwise chosen, the maximum interest allowed by the law applicable to (the basis of) the Agreement, which interest shall be calculated daily from the due date until the date of full payment, and (ii) the extrajudicial collection costs of all amounts due to Energy Ports. In case of payment default by the Customer under any Agreement, Energy Ports shall also be entitled to suspend (further) performance of all its obligations under all Agreements until the Customer has fully complied with all payment obligations.

7.5 The Customer shall not be entitled to set off any amounts it owes to Energy Ports under an Agreement against any amounts Energy Ports owes to the Customer under that Agreement or any other agreement between the Parties.

7.6 Energy Ports may, at its own discretion and at any time, unilaterally discontinue or change (the production of) Products, and change the Catalog Prices or the Specifications of Products, which are available for purchase by the Customer. Energy Ports shall use reasonable efforts to notify the Customer in advance in writing (including by means of a general notice via its Website or customer account) of such material changes in a timely manner. Such change of the Products, Specifications and Catalog Prices shall not affect purchase orders confirmed by Energy Ports and existing on the date such change becomes effective, unless (i) otherwise agreed in writing between the Parties or (ii) a factor on which the price was based changes between the date of confirmation of the order and the delivery date, including, but not limited to, any changes in (a) the Agreement, (b) the Specifications or (c) labor costs, raw material prices, taxes and other legal charges or obligations.

8. ADVICE, INSTRUCTIONS, TRAINING AND SUPPORT

8.1 Energy Ports may provide advice, instructions, training and support regarding the design, purchase, installation, maintenance or use of the Products. Energy Ports shall use reasonable efforts to provide such advice, instructions, training and support through Energy Ports' expertise, expertise and care that may reasonably be expected of a diligent, qualified and experienced service provider, but the Customer shall be solely responsible for its use of and reliance on such advice, instructions, training and support, and all Specifications, calculations, drawings, designs and other information provided in connection therewith.

8.2 Although Energy Ports may provide guidance and instructions on, and (software) tools for, site and construction inspection for the installation of Products, calculation of load bearing capacity, and installation and maintenance of the Products, Energy Ports is never involved in the installation of the Products and the Customer is solely responsible for such inspection, calculations, installation and maintenance, including by validating such guidance and instructions and the results of such aforementioned means. Neither the Customer nor any other party may derive any rights from such advice, guidance or instructions provided by Energy Ports, including (but not limited to) calculations performed by Energy Ports.

8.3 The Customer hereby indemnifies Energy Ports and its Affiliates and shall hold them harmless from any Losses they may suffer as a result of claims relating to the use of designs, drawings, calculations or other aids provided by Energy Ports in connection with the Products.

8.4 In the event that Energy Ports engages a third party to inspect a site to determine the cause of any defects, Energy Ports shall be entitled to charge all reasonable costs for such inspection to the Customer, or to another party responsible for the installation of the Products, in the event that the third party inspector determines that the cause of the defects lies in an installation error or other non-compliance with instructions, guidelines or advice provided by Energy Ports in connection with the use of the Products.

8.5 The Customer is responsible for receiving and signing transport documents (proof of delivery) for delivered Products and for checking each delivery of Products by performing an inspection: (a) on the correctness of the (types of) Products and models delivered compared to the Agreement, (b) on the correctness of the quantities delivered compared to the Agreement, and (c) of the Products compared to the Specifications. If the Customer is unable to receive the delivery, the Customer may agree with Energy Ports that Energy Ports may leave the delivery on the Customer's doorstep or deliver it to a neighboring property. If this is not possible, or if Energy Ports has reasonable grounds not to deliver the delivery to such an alternative location, Energy Ports shall take the entire delivery back with it.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Unless expressly agreed otherwise in writing between the Parties, all Intellectual Property Rights in and to the Products, the Energy Ports Trademarks, and all other works, materials (including software) or documentation made available by Energy Ports under an Agreement (including when developed by Energy Ports for the Customer at its expense), or used by Energy Ports in the performance of an Agreement, including all improvements, translations, modifications or derivative works relating thereto, shall be vested exclusively in Energy Ports or its third party licensors. Unless expressly stated otherwise in an Agreement, Energy Ports does not grant the Customer any license, right or interest in, or any transfer of such Intellectual Property Rights.

9.2 The Customer shall not modify any of the Products, damage, remove, conceal or otherwise alter the Energy Ports Trademarks used on, in or in connection with the Products, and shall not apply any trademarks or markings other than the Energy Ports Trademarks to a Product. Furthermore, the Customer shall not (i) act in any manner that invalidates or is inconsistent with Energy Ports' Intellectual Property Rights, or that may damage the distinctive qualities of the Energy Ports Trademarks, or Energy Ports' reputation or goodwill in this regard, or Energy Ports' business or trade name, nor (ii) oppose the validity of Energy Ports Trademarks or attempt (directly or indirectly) to register or assert any proprietary rights to Energy Ports Trademarks (in whole or in part) in any jurisdiction, or attempt (directly or indirectly) to register, assert ownership of or use trade names, trademarks, product and service names, brands, logos, domain names or other signs that, in Energy Ports' opinion (acting reasonably), are identical or confusingly similar to (any element of) the Energy Ports Trademarks.

9.3 At Energy Ports' first request, the Customer shall return any and all data referred to in Article 9.1 within the reasonable time period set by Energy Ports.

10. CONFIDENTIALITY

10.1 Each Party (the "Receiving Party") receiving Confidential Information of the other Party (the "Disclosing Party") shall use and disclose such information solely for the purpose of performing the Agreement in accordance with the terms thereof. The Receiving Party shall take all reasonable measures to protect the Disclosing Party's Confidential Information against unauthorized disclosure to or access by third parties, and shall in any event exercise with respect to such Confidential Information the care it would exercise with respect to its own Confidential Information and never without exercising a reasonable degree of care.

10.2 Article 10.1 shall not apply to information which the Receiving Party can demonstrate:

(a) is or subsequently enters the public domain, other than as a result of a breach of Article 10.1;

(b) has been received or is subsequently received by the Receiving Party in good faith from a third party that has no duty of confidentiality with respect to such information;

(c) has been or is independently developed by the Receiving Party without use of Confidential Information; or

(d) was previously known to the Receiving Party without any obligation of confidentiality.

10.3 The confidentiality obligations following from Article 10.1 shall not restrict the disclosure of Confidential Information (a) required for the defense or enforcement of a Party's rights under an Agreement in legal proceedings, or (b) required by law or by a rule of a listing authority or stock exchange to which a Party is subject or submits, or by a court, arbitrator, supervisory authority or governmental body with relevant powers to which a Party is subject or submits.

11. DATA PROTECTION

11.1 For the purposes of this Article 11, the terms "personal data", "controller" and "process" (including conjugations thereof) shall have the same meaning as given to them in the GDPR.

11.2 Each Party acknowledges that it is a controller with respect to all personal data of or originating from the other Party that are processed by this first-mentioned Party in the performance of its obligations under an Agreement, and that it shall process such data in strict compliance with all applicable data protection laws and regulations (including the GDPR, to the extent applicable).

11.3 The Customer acknowledges and agrees that Energy Ports will process the personal data of or originating from the Customer in accordance with Energy Ports' privacy statement as made available on the Website, which privacy statement may be amended from time to time.

12. WARRANTIES

12.1 Each Party represents and warrants that:

(a) it is duly incorporated and validly exists under the applicable law of the country of its incorporation;

(b) it has the requisite capacity, standing, and authority, and has obtained all necessary consents, permits and licenses, to enter into, perform and comply with its obligations under each Agreement; and

(c) the entering into and performance of an Agreement does not and will not conflict with (or cause a breach by any Party) of (i) any applicable law, (ii) its constitutional documents, or (iii) any agreement, license or instrument binding on it or any of its assets.

12.2 Energy Ports represents and warrants that:

(a) upon delivery, the Products will be new (and thus not used or refurbished), and the ownership of the Products will be free from liens, security interests, encumbrances, burdens and other restrictions except as set forth in Article 5.3; and

(b) during the Warranty Period, subject to Article 12.3, the Products are free from material defects in materials or workmanship and substantially conform to their relevant Specifications.

12.3 The warranties given by Energy Ports under Article 12.2 with respect to the Products are subject to the Warranty Terms and the further provisions of this Article 12, and the Customer shall follow the warranty procedure as set out in Annex 2 (Warranty Terms) in order to be entitled to any remedy with respect to Defects. The remedies as set out in the Warranty Terms shall, to the extent permitted under applicable law, constitute Energy Ports' sole liability and the Customer's sole remedies with respect to Products with Defects.

12.4 To the extent permitted under applicable law and unless otherwise provided in an Agreement or these General Terms and Conditions of Sale, all express or implied representations, warranties and conditions with respect to the Products, including their conformity with the Agreement, quality, fitness for a particular purpose, merchantability or non-infringement, are expressly excluded.

13. LIABILITY

13.1 Without prejudice to the provisions of Article 12 and subject to the further provisions of this Article 13, Energy Ports' liability under an Agreement for damage suffered by the Customer shall be limited to the lower of the amount (a) paid by the Customer under the Agreement with respect to the Products for which the compensation is claimed and (b) received by Energy Ports under an insurance policy of Energy Ports with respect to the relevant damage.

13.2 Energy Ports' liability under any Agreement for loss of profits, loss of revenue, loss of anticipated savings, loss of goodwill, loss of business opportunities, business interruption or any other indirect damage or loss is excluded.

13.3 Nothing in these General Terms and Conditions of Sale or in an Agreement shall exclude or limit the liability of a Party for any damage or loss resulting from its intent, fraud, gross negligence, or which otherwise cannot be lawfully excluded or limited under mandatory provisions of applicable law.

14. FORCE MAJEURE

14.1 If a Party is delayed or prevented from complying with its obligations under an Agreement by a Force Majeure Event, then the obligation to comply with those obligations shall be suspended to the extent that performance is delayed or prevented by that event. The relevant Party shall, as soon as reasonably possible after becoming aware of the Force Majeure Event, notify the other Party in writing of the Force Majeure Event and the consequences of the Force Majeure Event on its ability to perform its obligations under the Agreement.

14.2 Each Party shall use its reasonable efforts to prevent and mitigate the consequences of the Force Majeure Event for the performance of its obligations under an Agreement, and as soon as reasonably possible after the end of the Force Majeure Event, notify the other Party in writing that the Force Majeure Event has ended and resume performance of its obligations under the Agreement.

15. TERMINATION

15.1 Without prejudice to any rights of termination provided for in an Agreement or applicable law, a Party may, without prejudice to its other rights or remedies, terminate an Agreement in whole or in part without judicial intervention and with immediate effect, by means of a written notice to the other Party if the other Party:

(a) has appointed an administrator, curator, or administrative receiver for the company or a substantial part of its assets;

(b) is dissolved or adopts a resolution or takes a decision to dissolve or liquidate (other than for the purpose of a merger or restructuring, carried out in good faith), or a competent court issues an order to that effect;

(c) is subjected to a government order or a request for insolvency or bankruptcy;

(d) is unable to pay its debts as they fall due; or

(e) ceases (or threatens to cease) to carry on its business activities.

15.2 The termination or expiration of an Agreement shall not affect (i) any accrued rights or obligations of a Party under the Agreement existing at the time of such termination or expiration, or (ii) the continuation of those provisions of the Agreement that are necessary for the interpretation or enforcement of the Agreement or that by their wording or nature are reasonably intended to continue.

16. APPLICABLE LAW AND JURISDICTION

16.1 These General Terms and Conditions of Sale and, unless otherwise provided in an Agreement, each Agreement shall be governed by Dutch law. The application to any Agreement of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is excluded.

16.2 Unless expressly agreed otherwise in writing between the Parties, any dispute, claim or controversy relating to these General Terms and Conditions of Sale or an Agreement, or the breach, termination, enforcement, interpretation or validity thereof, whether contractual or non-contractual, that cannot be resolved amicably, shall be brought exclusively before the competent courts of the district in Overijssel, the Netherlands, provided that Energy Ports shall additionally have the right to seek a preliminary injunction in urgent matters before a court having jurisdiction under the applicable law.

ANNEX 1

DEFINITIONS

1. In addition to the terms defined elsewhere in these General Terms and Conditions of Sale, the terms in these General Terms and Conditions of Sale starting with a capital letter shall have the following meaning (including the recitals and Annexes), unless the context apparently requires otherwise:

(a) "Offer" means any offer or quotation made by or on behalf of Energy Ports by an authorized representative of Energy Ports for the sale and delivery of Products by Energy Ports.

(b) "General Terms and Conditions of Sale" means these general terms and conditions of sale, including the Warranty Terms, as they may be amended from time to time in accordance with the provisions herein.

(c) "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

(d) "Energy Ports" means Energy Ports B.V. or one of its subsidiaries from time to time.

(e) "Energy Ports Trademarks" means any registered or unregistered trademark, trade name, product name, service name, domain name, brand, logo or other mark owned by or used by or on behalf of Energy Ports.

(f) "VAT" means (i) any tax imposed in accordance with EU Directive 2006/112/EC of 28 November 2006 on the common system of value added tax, and (ii) any similar sales or use tax or tax of a similar nature imposed in a jurisdiction, and (iii) any tax levied in replacement of or levied in addition to the tax referred to in the above items (i) or (ii).

(g) "Catalog Prices" means Energy Ports' non-discounted gross prices for the Products as determined by Energy Ports from time to time and made available to the Customer, including by means of a general notice via a Website or customer account.

(h) "Consumer" means a natural person acting for purposes other than in the course of his business or professional activities.

(i) "Warranty Period" has the meaning assigned to it in the Warranty Terms.

(j) "Warranty Terms" means Energy Ports' warranty terms with respect to the Products applicable on the date of their delivery under an Agreement, as set out on the Website from time to time. The Warranty Terms applicable on the date of adoption of these General Terms and Conditions of Sale are set out in Annex 2 (Warranty Terms).

(k) "Defect(s)" or "Defective" means a demonstrable failure of a Product to comply with the warranties as mentioned in Article 12.3.

(l) "Affiliate" means, with respect to Energy Ports B.V., any other Person that directly or indirectly has control over, is under the control of or is under common control with Energy Ports B.V., and the term "control" (and conjugations thereof) in this context means the direct or indirect (i) ownership of more than 50% (fifty percent) of the nominal value of the issued share capital, (ii) possession of more than 50% (fifty percent) of the voting rights at general meetings, or (iii) power to appoint a majority of the directors and dismiss or otherwise direct the activities of Energy Ports B.V.

(m) "Intellectual Property Rights" means (i) all intellectual or industrial property rights anywhere in the world, whether or not registered and regardless of whether they have a legal basis or exist under equity, common law or otherwise, including, but not limited to, patents, utility model rights, rights to layout designs (topographies) of integrated circuits, trade secret rights, rights to confidential information and know-how, design rights, copyrights (including rights to software), neighboring rights, database rights or other rights to compilations of data, and all rights of a similar nature, and (ii) all applications and rights to any of these aforementioned intellectual or industrial property rights, including registrations, extensions and expansions, anywhere in the world.

(n) "Customer" means any Person to whom Energy Ports has made an Offer or with whom Energy Ports has entered into an Agreement.

(o) "Agreement" means any agreement, including a confirmed purchase order, entered into between the Parties for the sale and delivery of Products by Energy Ports.

(p) "Force Majeure Event" means an event or circumstance beyond Energy Ports' reasonable control, including strike, lockout or labor dispute, force majeure, fire, flood, storm and other extreme weather conditions, war, military action, acts of government agencies, riot and rebellion, terrorism, epidemic, pandemic, explosion, material failure or malfunction of factories, machines or software, failure of supply or material shortages or shortages of essential supplies and services (including raw materials, waste disposal, electrical power, fuel or water), as well as when such an event or circumstance occurs with respect to Energy Ports' suppliers or subcontractors.

(q) "Parties" means Energy Ports and the Customer.

(r) "Person" means an individual, firm, partnership, trust, limited liability entity, joint venture, company, enterprise, legal entity, business or undertaking without legal personality, association, organization, government, state, agency of a government or state, local or municipal authority or other governmental body, in each case whether or not having separate legal personality, and includes the legal representatives, successors, assigns and authorized agents in any jurisdiction.

(s) "Products" means mounting materials and systems for solar panels and all other goods (including spare parts) offered for sale by Energy Ports from time to time.

(t) "Specifications" means, with respect to each Product, the written functional and technical specifications of such Product as set forth in the documentation provided by Energy Ports with respect to such Product, and as further specified in an Agreement.

(u) "Loss" or "Losses" means all claims, losses, damages, liabilities, fines, penalties, taxes, assessments, costs (including internal costs) and expenses of any kind (including attorneys' fees and court and filing fees) however arising.

(v) "Confidential Information" means (i) the terms of an Agreement, and (ii) all information about a Party or relating to the business affairs of a Party or its Affiliates that, in connection with or related to an Agreement, is (directly or indirectly) disclosed to or otherwise obtained by the other Party in any form (whether orally, electronically, in writing or otherwise), including information about products, services, operations, processes, plans or intentions, developments, trade secrets, know-how, Intellectual Property Rights (or works protected thereby), market opportunities, personnel, customers, suppliers and subcontractors, and all information derived from the foregoing, in each case to the extent such information would appear to be of a confidential nature to a reasonable person under the given circumstances or is expressly designated as confidential or proprietary.

(w) "Website" means www.Energy Ports.com or such other website as may be notified by Energy Ports to the Customer from time to time.

(x) "Business Day(s)" means any day of the week, except Saturday and Sunday and (official) holidays in the Netherlands.

2. In these General Terms and Conditions of Sale:

(a) the words "including", "includes", "include" and "inclusive" shall be deemed to be followed by the words "without limitation";

(b) a reference to an "Article" or an "Annex" means an article or annex of these General Terms and Conditions of Sale;

(c) reference to a statutory right shall be deemed to include any statutory instrument, regulation, rule, subordinate or delegated legislation or decision and all rules and regulations made thereunder, and any subsequent reintroduction or amendment thereof; and

(d) the headings are inserted for convenience and reference purposes only and do not affect the interpretation of the General Terms and Conditions of Sale.

3. Where in these General Terms and Conditions of Sale any information, confirmation, offer, order, acceptance, approval or consent is required to be "in writing" or to be provided "in writing", this shall include the provision thereof in a generally accessible, reproducible and storable digital format on a durable data carrier, and the communication thereof by e-mail or any other form of electronic communication as set out in these General Terms and Conditions of Sale or otherwise agreed between the Parties.

ANNEX 2

WARRANTY TERMS

A. WARRANTY SCOPE

1. These warranty terms (the "Warranty Terms") apply to any sale of Products (as defined below) by Energy Ports B.V. ("Energy Ports") to a third party ("Buyer"). The Warranty Terms form an integral part of, and are governed by, the provisions in the agreement (including a confirmed order) entered into between Energy Ports and the Buyer for the sale of Products (each, including Energy Ports' applicable General Terms and Conditions of Sale, a "Purchase Agreement"). In case of conflict between the provisions in a Purchase Agreement and the provisions in these Warranty Terms, the former provisions shall prevail.

2. These Warranty Terms only apply to Purchase Agreements entered into directly with Energy Ports. Customers of any resellers of Products should direct any warranty claims exclusively to the reseller from whom they purchased the relevant Product and not to Energy Ports.

3. Under the conditions set forth herein, Energy Ports warrants that the solar panels and the substructure/mounting products for solar panels, which have been delivered by Energy Ports under the Purchase Agreement (the "Products") will be free from material defects in material and workmanship and will conform to the functional and technical specifications as set forth in the product documentation provided by Energy Ports with respect to the Products (the "Specifications") for a period of 12 (twelve) and 15 (fifteen) years respectively from the date of delivery by Energy Ports or for such longer period as is demonstrably mandatorily prescribed under applicable law (the "Warranty Period").

B. WARRANTY PROCEDURE

4. Any demonstrable failure of a Product to comply with the warranty as set forth in Article 3 of these Warranty Terms (a "Defect" or "Defective Product") must be reported by the Buyer in writing (including by email) to Energy Ports as soon as the Buyer becomes aware thereof, whereby the notification must include all information reasonably known to the Buyer regarding the alleged Defect, including, if applicable, photographs or video recordings of the alleged Defect.

5. The Buyer shall provide Energy Ports without undue delay with all additional information and cooperation (including access to installation facilities and locations) that Energy Ports reasonably requests with respect to (allegedly) Defective Products in order to enable Energy Ports to assess any warranty claim. At Energy Ports' request, the Buyer shall also send the allegedly Defective Products to Energy Ports for examination or to a service provider designated by Energy Ports, at Energy Ports' expense and in accordance with its instructions.

6. Energy Ports or its designated service provider shall assess whether allegedly Defective Products are indeed covered by the warranty provided in these Warranty Terms and notify the Buyer in writing of the outcome of this assessment. In the event that Energy Ports or its designated service provider determines that such Products qualify as Defective Products, Energy Ports shall determine the warranty obligation with respect to the Defect to which the Buyer is entitled in accordance with these Warranty Terms. With respect to any Product for which Energy Ports cannot validate the alleged Defect: (i) Energy Ports shall return the Product (if the Product has been sent to Energy Ports for assessment) to the Buyer at the Buyer's expense, and (ii) the Buyer shall promptly reimburse Energy Ports upon its first request for the reasonable costs incurred by Energy Ports to assess the warranty claim.

7. Any Defect that may have been caused by the transport of Products must, to the extent Energy Ports is responsible for this transport, be reported to Energy Ports within 48 hours after delivery and in that case always with the addition of photographs or video recordings of the alleged Defect. Energy Ports is only responsible for Defects caused by transport if the transport has been performed by or on behalf of Energy Ports and the Buyer was not responsible for that transport.

8. A warranty claim does not entitle the Buyer to suspend the performance of its obligations under the Purchase Agreement.

C. WARRANTY OBLIGATIONS

9. After Energy Ports has determined that an alleged Defect qualifies as a Defect to which Energy Ports' warranty under these Warranty Terms applies, Energy Ports shall, as soon as practically possible, at its option and at its expense:

(a) repair the Defective Product;

(b) replace the Defective Product with a new, similar Product, in which case the Buyer shall return the Defective Product to Energy Ports, at its expense; or

(c) if, in Energy Ports' opinion, repair or replacement is not reasonably possible, refund the Buyer the purchase price for the Defective Product, less the pro-rata amount (calculated on the basis of a linear depreciation over the entire Warranty Period) for the period during which the Buyer has been able to use the Product without any Defect, in which case the Buyer shall return the Defective Product to Energy Ports, at its expense.

10. Energy Ports and the Buyer may also agree in writing that the Buyer will keep the Defective Product and that Energy Ports will refund part of the purchase price for that Product.

11. The Buyer shall, at its expense, provide Energy Ports with all reasonable cooperation (including access to installation facilities and locations) necessary to perform the warranty obligations with respect to Defective Products.

12. With respect to a Product that has been replaced or repaired under warranty, the original Warranty Period shall apply (i.e., the Warranty Period running from the time the Product was originally delivered).

13. Except as otherwise agreed in the Purchase Agreement or required by mandatory obligations under applicable law, the warranty obligations as set forth in these Warranty Terms constitute Energy Ports' sole liability and the Buyer's sole rights with respect to any Defect.

D. WARRANTY EXCLUSIONS

14. No warranty applies to, and Energy Ports shall not be liable for, a Defect:

(a) that has not been reported to Energy Ports within the Warranty Period in accordance with these Warranty Terms;

(b) that does not adversely affect the functionality of the Product, including minor defects such as scratches, stains, superficial corrosion, discolorations, etc.;

(c) that arises as a result of the transport of the Product, other than transport under the responsibility of Energy Ports;

(d) that arises as a result of third party products, components or materials used by the Buyer in conjunction with the Product and which have not been supplied by or on behalf of Energy Ports for such use or which use has not been expressly authorized by Energy Ports;

(e) that arises from use of the Product other than in accordance with the Specifications or in a manner other than normal, intended use;

(f) that arises from improper handling, storage, assembly, loading or installation of the Product or from storage, assembly, loading or installation that is not in accordance with the instructions provided by Energy Ports;

(g) that arises from mounting the Product on a building, roof or other structure that is not suitable for it;

(h) that arises from modifications, replacements (including replacement of parts) or repairs to the Product other than by or on behalf of Energy Ports or with the express authorization of Energy Ports;

(i) that arises from force majeure, including (without limitation) hail, lightning, storm, flood, explosions, fire, vandalism, extreme wind speeds or temperatures, other extreme weather conditions, or any other form of force majeure named in the Purchase Agreement or applicable under applicable law;

(j) that arises from lack of thorough professional maintenance, non-compliance with applicable installation and/or assembly instructions, unskilled, injudicious or improper use, normal wear and tear and aging, poorly performed assembly, or damage from chemical, electrical, electrolytic, corrosive and/or environmental influences; and/or

(k) that arises when the correct numbers or components have not been used, as prescribed in the assembly instructions and calculators, or when the building, roof, roofing or structure is not suitable for placing solar panels with the Products.