Terms and Conditions

General Terms and Conditions for the sale of Products, for testing and demonstration purposes

These General Terms and Conditions govern the sale of Products or services and use of Products provided by QustomDot ("Company") to its customers ("Customer"), including the sale or delivery of free Products, free samples and free services. By placing an order or accepting Products, the Customer agrees to these terms.

Definitions

Throughout this document, words importing the singular number will include the plural and vice versa; words importing the masculine will include the feminine and neuter and vice versa; words importing persons will include bodies corporate, unincorporated associations and partnerships; and the word 'including' will be deemed to be followed by the words 'without limitation'.

1. Company Information

QustomDot is a private limited liability company (BV/SRL), organized and existing under the laws of Belgium, with its registered office at Technologiepark-Zwijnaarde 66, 9052 Ghent, Belgium. QustomDot is registered with the Crossroads Bank of Enterprises under number 0742.565.880 (the "Company").

2. Acceptance of Terms

By placing an order, the Customer accepts these General Terms and Conditions in full. No amendments or modifications to these terms will be binding unless made in Writing and agreed to by the Company. These General Terms and Conditions shall always take precedence over any terms provided by the Customer. Specific terms between the Customer and the Company, only when duly signed by an authorized representative of the Company, shall take precedence over these General Terms and Conditions.

3. Purchase Orders

Purchase Orders placed with the Company are considered intuitu personae. Purchase Orders can be made by Written communication. The Purchase Order is deemed accepted upon the Company's confirmation by sending the Customer the Purchase Order acknowledgement, and the Customer will be bound by these General Terms and Conditions. Upon reception of advance payment associated with the Purchase Order, the Company will begin to allocate time and resources.

Any modification to a Purchase Order, including changes to specifications or quantities, must be made in Writing and approved by both Parties. Any resulting change in price or delivery schedule will be agreed upon in Writing.

4. Cancellation of Purchase Orders

The Customer may not cancel any Purchase Order unless the Company expressly agrees in Writing. In the event of cancellation, the Customer shall be liable for the following costs:

5. Prices

Customer shall pay the prices as agreed upon in the Purchase Order. If not stated explicitly otherwise, the agreed prices are expressed in Euro.

Unless fixed prices have been agreed in Writing, all prices are subject to alteration prior to dispatch of the Goods. Any quotation, tender price or price list that has been communicated by the Company prior to conclusion of a Purchase Order is for information only.

Unless otherwise agreed in Writing, all prices are net of shipping and handling charges, packaging, VAT, customs charges and any other applicable taxes and charges, which will be notified to the Customer at the time of payment (if known) and added to the total price payable.

All consular and bank charges, import and customs duties and taxes that arise from, or by virtue of, the sale or delivery must be paid by the Customer. The Customer shall promptly reimburse the Company for any such taxes or duties paid by the Company.

The Company reserves the right to amend any agreed prices in the event of an obvious mistake or clerical or typographical error.

6. Delivery

The delivery terms and a good faith estimate of the delivery schedule shall be stipulated in the Purchase Order. The Company has the right to change or delay the delivery schedule if causes beyond its reasonable control prevent the delivery within the stipulated timeframe, without giving rise to any compensation. The Company shall inform the Customer thereof. No claim will be made by the Customer, nor will the Customer refuse to accept delivery of the Products, on the grounds of the Company's failure to deliver the Products on any particular date.

The Products to be delivered by the Company as well as the delivery address and the delivery site shall be specified in the Purchase Order.

Products will be delivered by a courier service or other means of transportation at the Company's choice. Unless explicitly stated otherwise in the Purchase Order, the transportation of the Products, at the point in time it leaves the premises of the Company, shall occur at the Customer's risk to the maximum extent permitted by applicable law including the risk for loss, damage or destruction, and the Customer shall take out suitable and sufficient insurance for possible damage claims.

The Customer, the recipient, the collector or the person receiving the Products on behalf of the Customer must inspect the goods for deviations (i) upon receipt thereof and express any reservations they have regarding any damage or visible defects in writing to the courier; or, if immediate inspection is not reasonably possible, (ii) at the latest within five (5) calendar days following delivery in writing to the Company.

7. Non-acceptance of delivery

If the Customer refuses or fails to take or accept delivery of the Goods, for reasons other than the Fault of the Company, the Company's invoice will be payable.

8. Payment

Unless otherwise stated, the Company will issue the invoice for the advance payment upon Purchase Order acknowledgement. Payment shall be done by wire transfer, in the currency stated on the invoice. Customer agrees to make all payments due to the Company under the Purchase Order within the term as mentioned on the invoice, unless Parties have agreed otherwise in Writing. In the event of late payment, all Customer payment obligations to the Company will immediately become due and payable.

9. Complaints

Upon receipt, the Customer must inspect the Products and report any damage or discrepancies to the Company within five (5) Business Days. Failure to do so will constitute acceptance of the Products as conforming to the Purchase Order. Such claims do not in any circumstances suspend the payment obligation of the Customer.

10. Customer Data

The Customer is fully responsible for the content of the Customer Data. The Customer warrants that the Customer Data, and the Company's access to and processing of the Customer Data in the context of the provision of Products in accordance with the Purchase Order, do not violate any laws or regulations, contractual agreements and/or any third-party rights.

11. Product Use

The Products are to be used solely by the Customer for testing and demonstration purposes. The Customer acknowledges that the Products may not be used for any other purpose and may not be assigned, distributed, sold, leased or transferred to any Third Parties.

12. Reverse Engineering & Usage Restrictions

The Customer agrees to use the Products solely for internal business purposes and further agrees not to derivatize, synthesize, reverse engineer, or modify the Product; reproduce, duplicate, copy, sell, or exploit any part of the Company's IP or Products; use the Products for any unlawful, fraudulent, harmful, or unauthorized purposes; or use the Products or any Confidential Information to develop Products that are identical or similar to the Company's Products, without the express Written consent of the Company.

13. Intellectual Property (IP)

The Company retains all rights, title, and interest in its IP, including any inventions, patents, trademarks, or trade secrets arising from or relating to the Products or services. The transfer of Products does not grant the Customer any rights or licenses under any patents, patent applications, or other IP rights of the Company.

14. Force Majeure

The Company shall not be held liable for any Losses, damage, or inconvenience arising from a Force Majeure event.

15. Warranties

The Company warrants that its Products will conform to the description provided to the Customer. Except as explicitly stated, the Company makes no further warranties, express or implied, including warranties of fitness for any particular purpose other than testing and demonstration.

16. Liability

Subject to the maximum extent permitted by applicable law, the Company's liability under the Purchase Order in respect of any event (or series of connected events) or in the aggregate shall not exceed all fees paid by the Customer to the Company under the Purchase Order for a period of twelve (12) months prior to the date of the event giving rise to the claim.

Under no circumstances, and to the maximum extent permitted by applicable law, the Company shall be held liable for any indirect damages arising from the use of the Products or relating to the Purchase Order suffered by the Customer.

17. Term and Termination

The Purchase Order is concluded for a definite duration with automatic termination upon conclusion of the obligations set out in the Purchase Order. Without prejudice to its other rights or remedies, the Company may terminate any Purchase Order immediately on Written notice for cause if the Customer becomes bankrupt or insolvent, has a receiver or administrator appointed, or commits a material breach of these General Terms and Conditions.

18. Confidentiality

All information exchanged between the Parties related to the sale of Products, including General Terms and Conditions, shall be kept confidential and may not be disclosed to any Third Party without prior Written consent, unless required by law. The obligation of confidentiality shall remain in force for a period of five (5) years after the latter of (i) the termination or expiry of the term of the Purchase Order, or (ii) the moment the Confidential Information was made available to the Customer.

19. Amendments to Terms

The Company reserves the right to amend these General Terms and Conditions from time to time, in order to reflect changes in business needs or legal requirements.

20. Severability

If any provision of these General Terms and Conditions is deemed invalid or unenforceable under applicable law, such provision shall be replaced with a valid and enforceable provision that is as close as possible to the intention of original clause, and the remainder of the General Terms and Conditions shall remain in full force and effect.

21. Entire Agreement

The Purchase Order constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof.

22. Survival

The provisions of the Purchase Order that are expressly or implicitly intended to survive termination, shall survive any expiration or termination of the Purchase Order.

23. Interpretation

Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted. The headings or captions to the articles are for ease of reference only and shall not affect the interpretation or construction of the Purchase Order.

24. Non-Assignment

The Customer shall not assign or otherwise transfer any of its rights or obligations under this Purchase Order without the Company's prior written consent.

25. Non-Solicitation

During the term of the Purchase Order and during a period of one (1) year thereafter, neither Party shall without the explicit written approval of the other Party, solicit employees of the other Party which are or were involved in the provision of Products.

26. Relationship between the Parties

The relationship between the Parties is that of independent contractors. Neither Party is agent for the other and neither Party has any authority to make any contracts in the name of the other Party.

27. Notices

Any notice required to be served by the Purchase Order shall in first instance be given by electronic mail to the email addresses set out in the Purchase Order.

28. Waiver

The waiver by any Party of a breach of any provision of the Purchase Order shall only be valid if made in writing and shall not operate or be construed as a waiver of any other or subsequent breach.

29. Governing Law and Jurisdiction

These General Terms and Conditions shall be governed by and construed in accordance with the laws of Belgium. Any disputes arising out of or in connection with the Purchase Order between the Parties shall be subject to the exclusive jurisdiction of the courts in Ghent, division Ghent, Belgium.

QustomDot BV — BE0742.565.880 — Technologiepark 66, 9052 Ghent, Belgium — info@qustomdot.com