General Terms and Conditions Lensvelt Inc. B.V.

Article 1 Parties

1. Lensvelt:

   • Lensvelt Inc. B.V., registered with the Chamber of Commerce under number 94820015, established in Amsterdam at Herengracht 178 (1016 BR), user of these general terms and conditions, VAT number: NL866902922B01.

2. Further details of Lensvelt:

   • Website: WWW.LENSVELT.NL
   • Email: info@lensvelt.nl
   • Phone: +31 (0) 76 572 2000

3. Customer: the (potential) purchaser of offered Goods and/or services from Lensvelt.

4. Good(s): products and accessories that Lensvelt sells, makes available, and/or installs.

Article 2 Applicability

1. Lensvelt declares these general terms and conditions applicable to every offer from Lensvelt and, whether or not resulting from this, agreements that parties have entered into with each other. To the extent that the content has not been changed or more specific conditions apply between parties, these general terms and conditions will also apply to future contractual relationships between parties.

2. Deviations from these conditions apply exclusively insofar as they have been explicitly agreed upon in writing by the parties.

3. General (purchasing) conditions of the Customer are explicitly rejected.

4. Third parties engaged by Lensvelt in the execution of the agreement can also rely on these general terms and conditions.

5. If one or more (parts of) provisions of these general terms and conditions are null and void, or are annulled, the remaining provisions of these general terms and conditions remain applicable. In that case, parties will enter into consultation to agree on new rules to replace the null and void or annulled provisions, in which the purpose and intent of the null and void or annulled provisions will be expressed as much as possible.

Article 3 Offer and Agreement

1. Each offer, in the form of a quotation, displayed on the website or otherwise, is entirely and unconditionally non-binding and revocable and has a validity period of 30 days, unless otherwise indicated in writing by Lensvelt.

2. Each offer applies only insofar as the stock of Lensvelt (or its supplier) extends. The agreement is therefore explicitly entered into under the suspensive and/or resolutive condition of sufficient availability of Goods. If Lensvelt must invoke this provision, it does not give the Customer any right to compensation.

3. The prices as stated on the website, quotation, or in any other form of an offer are, unless otherwise indicated, in Euro and exclusive of VAT and subject to any taxes, duties, surcharges, and other factors. The prices are ex works Breda.

4. All statements by Lensvelt regarding numbers, measurements, weights, and color of the Goods in the shown or provided designs, catalogs, drawings, images, standardization sheets, photos, or models are only indicative. A slight deviation from this in the delivered article does not lead to a shortcoming in the fulfillment of the agreement on the part of Lensvelt.

5. An offer does not automatically apply to later orders, re-orders, or extensions.

6. Apparent clerical errors and inadvertent mistakes in the offer are not binding on Lensvelt.

7. Each offer is strictly confidential and personally addressed to the Customer; the Customer is not entitled to discuss the contents of an offer with third parties. The offer has been established in good consultation. By concluding the agreement, parties consider the amounts (prices, penalties, etc.) reasonable and fair.

8. The offer issued by Lensvelt as well as the designs, drawings, schemes, and presentations provided by it remain the property of Lensvelt and, if no agreement with Lensvelt is concluded, must be returned to Lensvelt immediately. They may not be used and/or copied in whole or in part without the express permission of Lensvelt. Nor may they be reproduced in any other way or shown to third parties.

9. The Customer guarantees that information about the manufacturing and/or construction methods used by Lensvelt will not be shown, disclosed, or used by third parties.

10. Unless explicitly stated otherwise, all offers are based on execution under normal circumstances and during Lensvelt's regular working hours (9.00 - 17.00). Unless otherwise agreed in writing, Lensvelt is free to charge a surcharge on the delivery and/or assembly costs for delivery or assembly outside regular working hours: a. 30% on normal working days after 17.00 and before 20.00; b. 50% on normal working days between 20.00 and 07.00; c. 100% on Saturday; d. 150% on Sundays and public holidays.

11. Lensvelt reserves the right to charge the costs incurred by Lensvelt in connection with an offer and/or agreement (if applicable) to the Customer.

12. If an assignment has been given by multiple Customers, all Customers are jointly and severally bound to the agreement. If Lensvelt accepts the assignment with multiple contractors, each contractor is responsible for its own actions. Article 7:407 paragraph 2 of the Dutch Civil Code is excluded.

13. If after the conclusion of the agreement it appears that the workplace and/or the construction site contains hazardous substances (including asbestos) or is contaminated, Lensvelt is at all times entitled to dissolve the agreement and charge the Customer an amount for the work already performed. The Customer is also liable for all consequences for, and as a result of, work carried out at such a location.

14. The agreement is concluded after both parties have signed an offer in writing or after Lensvelt has confirmed a written acceptance.

15. Unless otherwise agreed in writing, the costs for making a preliminary study and/or design proposal, making drawings and/or floor plans, as well as leading the design, coordination and/or execution of a project are for the account of the Customer.

16. Unless otherwise agreed, models, tools, and molds specially manufactured for the Customer remain the property of Lensvelt or another entitled party, even if costs have been charged for them. If during a period of two years no orders for a particular article have been received and accepted by Lensvelt, Lensvelt has the right to destroy the relevant models, tools, molds, and matrices without informing the Customer concerned.

Article 4 Delivery/Execution of the Agreement

1. Lensvelt looks after the interests of the Customer within the limits of the given assignment. The assignment basically consists of delivering Goods and/or associated products and installing them. Lensvelt will execute the agreement to the best of its insight and ability and in accordance with the requirements of good workmanship. The Customer acknowledges that Lensvelt has the freedom in the execution of the agreement insofar as no specific and concretely detailed properties, layout drawings, floor plans, or wishes of the Customer have been laid down in the main agreement/quotation. The aforementioned freedom may consist of, for example, but not limited to, the layout of the Goods to be placed.

2. All services of Lensvelt are executed on the basis of a best efforts obligation, unless and insofar as Lensvelt has explicitly promised a result in the written agreement and the relevant result has also been described with sufficient determination. Lensvelt has the right to execute everything that is not explicitly described in the assignment according to its own technical and creative insight. The payment of the fee is therefore in no way dependent on the outcome of the assignment or the result.

3. Lensvelt will try to comply with the agreement within the indicated/estimated period. This period is not fatal, whereby the Customer must always first give Lensvelt notice of default, in which a substantial and reasonable period for compliance must be set, before being able to resort to any remedy. The Customer cannot dissolve the agreement by the expiry of this period and has no right to compensation. After the expiry of this period, parties will endeavor to execute the agreement within a reasonable period.

4. Lensvelt is free to have the assignment and/or delivery executed by third parties. Art. 7:404 of the Dutch Civil Code is explicitly excluded in the agreement. If (a part of) the agreement is executed by (a) third party(ies) in consultation with the Customer, Lensvelt is entitled to charge the Customer for any additional costs invoiced by this third party(ies). Lensvelt is not liable for the work performed by a third party, insofar as this third party has entered into an agreement with the Customer or the Customer has given instructions to the third party.

5. The Customer accepts that the time planning of the assignment can be influenced if parties decide in the interim to change approach, method, or scope of the assignment and the resulting work. When changes occur during the execution of the assignment by the Customer, Lensvelt will make the necessary adjustments on behalf of the Customer. If this leads to additional work, Lensvelt will charge this to the Customer as an additional assignment. Lensvelt may charge the Customer for the extra costs for changing the assignment, unless the change or addition is the result of circumstances attributable to Lensvelt. This latter situation does not lead to a reduction of the principal sum(s).

6. Delivery of Goods only takes place after the conclusion of the agreement. The risk of loss or reduction in value of the Goods to be delivered passes to the Customer from the moment they are made available to him or would have been made available, but this moment has been delayed under the responsibility of the Customer. This regardless of whether the transfer of ownership has already taken place.

7. Lensvelt is entitled to execute the agreement in different phases and to invoice the part thus executed separately. If the agreement is executed in phases, Lensvelt can suspend the execution of those parts that belong to a following phase until the Customer has approved the results of the preceding phase in writing. Through approval, Lensvelt can no longer be held liable for defects that could reasonably have been known at the time of approval.

8. If Lensvelt takes care of the delivery/supply, the Customer must provide a delivery address where Lensvelt can deliver/supply the Goods on the indicated date or another working day. If the Customer is not present at the moment the Goods are delivered on the indicated date, the costs for offering the Goods at a subsequent moment are for the account of the Customer. The Customer will then receive a message that the order can be picked up at Lensvelt after payment of the additional costs, which also include the logistic (planning) costs at the storage location due to unexpected extra storage.

9. The Customer shall ensure that all data, of which Lensvelt indicates that these are necessary or of which the Customer should reasonably understand that these are necessary for the execution of the agreement, are provided to Lensvelt in a timely manner in the manner and specifications indicated by Lensvelt. If the required data has not been provided to Lensvelt correctly or timely, Lensvelt has the right to suspend the execution of the agreement and/or to charge the Customer for the extra costs resulting from the delay according to the usual rates.

10. Without written permission from Lensvelt, the Customer is not allowed to forward the services or Goods delivered by Lensvelt or make them available to third parties. The Customer indemnifies Lensvelt against all claims from third parties due to liability as a result of a defect in the services or delivery of Goods by Lensvelt to the Customer and which the Customer has forwarded to a third party.

11. Unless explicitly agreed otherwise in writing, the choice of materials or working methods to be used in the execution of the assignment is at all times free for Lensvelt. Therefore, Lensvelt is free to decide to use other materials or working methods in the execution of the agreement prior to and/or during the execution of the agreement.

12. Without being in default, Lensvelt can refuse a request to change the agreement if this could have qualitative and/or quantitative consequences, for example for the work to be performed or Goods to be delivered in that context.

13. In the case of delivery, delivery is explicitly made under the latest applicable Incoterms EXW (Ex Works/Ex Factory). Lensvelt has fulfilled its delivery obligation by offering the Goods once ex factory/warehouse or at the location and time agreed with the Customer.

14. If the Customer requests it and this is accepted by Lensvelt, Lensvelt will arrange for transport to the place of destination on the Customer's premises and/or in the Customer's building, provided that the goods in question can, if necessary, be transported unhindered to the destination with a lift that is large enough for platform trucks and pallet trucks. Lensvelt will charge a minimum amount for this service and the assembly costs equal to the callout charges and the required man-hours.

15. If the delivery at or near the place of delivery requires extra working hours due to the absence of paving or a paved road or due to other circumstances, or if Lensvelt has to incur extra costs as a result, these extra hours and/or costs will be for the account of the Customer and Lensvelt is entitled to charge these hours and costs separately to the Customer.

16. As far as necessary, the assembly work will be based on drawings previously sent to the Customer or layout drawings provided by the Customer and approved by Lensvelt. The dimensions and data mentioned therein are checked on site by the Customer. Prints of the relevant drawings are signed for approval by the Customer and returned to Lensvelt. The assessment of the suitability of the construction of the building in which the Goods are to be mounted is the responsibility of the Customer.

17. In the absence of evidence to the contrary, the administrative data of Lensvelt are decisive for the (execution of the) agreement.

18. For the provisions that relate to the Goods that are taken through a subscription form, the agreements as included in Appendix 1 apply. Appendix 1 is therefore explicitly part of these general terms and conditions.

Article 5 Trial Placements

1. If the Customer wishes, a trial placement can be agreed upon under the conditions mentioned below. a. Trial placement(s) means the display of Goods in a space(s) to be made available by the Customer for the purpose of visualizing the workplace or construction in which the Customer is interested. b. Lensvelt has the right to charge the Customer a percentage of the catalog value of the Goods in question. c. If the Customer wishes to keep the Goods, these will still be invoiced by Lensvelt, whereby the payment already received pursuant to paragraph b. will be deducted from the amount due for the Goods. d. The Customer is responsible for the Goods in case of a trial placement. e. Lensvelt remains the owner of the Goods at all times. Therefore, no ownership rights can be transferred to the counterparty or third parties, unless the Goods are taken over as mentioned under point e. f. The conditions mentioned in Article 7 also apply to the Goods that have been delivered for the purpose of a Trial Placement.

Article 6 Customer's Obligations

1. The Customer enables Lensvelt to execute the agreement. The Customer undertakes to provide the necessary cooperation for the execution of the agreement by Lensvelt. This includes, among other things: a. Being present at the delivery address indicated by the Customer on the agreed (delivery) date;

   For the execution of work on location: b. Ensuring that Lensvelt can timely dispose of the approvals required for the assignment (such as permits, (competent) permissions, etc.) and the data to be provided for the assignment; c. Making available connection possibilities for the energy, water, gas, and compressed air needed for the assignment. The costs of electricity, gas, water, and compressed air are for the account of the Customer; d. Ensuring that work to be performed by third parties and/or deliveries, which are not part of Lensvelt's assignment, are carried out in such a way and so timely that the execution of the assignment does not suffer any delay as a result; e. Arranging the workplace, in connection with the work on site, in such a way that Lensvelt can start the assignment immediately upon arrival; f. Lensvelt must at all times be able to enter the object on or in which the work is being carried out. The Customer must therefore be present during the execution of the assignment or provide an access possibility, for example by making a key available; g. Refraining from imposing conditions on entering the object and/or the space in or on which the work is carried out by Lensvelt, including conditions regarding clothing and materials to be used, unless this is mandatory for safety reasons, such as, but not limited to, wearing a safety helmet, glasses, and shoes; h. Ensuring that Lensvelt has sufficient opportunity for supply, storage, and/or removal of goods and aids; i. That the materials to be delivered by third parties or Customer(s) are present in the vicinity of the relevant workplace and that the spaces in which work is carried out are clean, dry, and sufficiently heated; j. That the delivered Goods can be transported to the place of assembly with a lift that is large enough for platform trucks or pallet trucks. Other work by third parties and the Customer may not impede the unhindered progress of transport through the building and/or the continuous assembly. k. That the delivered but not yet assembled Goods, as well as the tools, can be stored in lockable spaces that are suitable for the storage of these Goods and tools.

2. When the obligations in paragraph 1 are not fulfilled (on time), the Customer must inform Lensvelt about this in a timely manner. Lensvelt is entitled to charge the Customer for the additional costs involved, such as storage, travel, or labor costs, as a result of this.

3. When the obligations in paragraph 1 are not fulfilled (on time), Lensvelt is not obliged to compensate the Customer for the damage as a result of the delay in the (completion of) delivery and Lensvelt is entitled to suspend its work.

4. The Customer shall ensure that all data, of which Lensvelt indicates that these are necessary or of which the Customer should reasonably understand that these are necessary for the execution of the agreement, are provided to Lensvelt in a timely manner. The aforementioned provision is at the risk of the Customer. If the required data is not provided to Lensvelt in a timely manner, Lensvelt has the right to suspend the execution of the agreement and/or to charge the Customer for the extra costs resulting from the delay according to the usual rates.

5. Prior to the execution, the Customer must provide Lensvelt with the agreed and required items and information, such as drawings, calculations, and execution instructions. Lensvelt will assess these to the best of its knowledge. However, Lensvelt is not liable for damage that arises because work has still been carried out on the basis of incorrect items and information provided by the Customer.

6. The Customer explicitly bears the risk for damage caused by: a. Inaccuracies in the constructions and working methods requested by the Customer; b. Defects in/by the (im)movable property on or in which the assignment is executed; c. Defects in materials or tools that have been made available by the Customer.

7. The Customer warrants that digitally delivered material is safe and does not contain viruses or other harmful content that could in any way cause damage to the computer systems, computer programs of Lensvelt and/or third parties.

8. The Customer will strictly adhere to all regulations, usage instructions, and instructions applicable to the Goods, including the instructions given in these general terms and conditions and user manual of the Goods. The Customer is liable for all damage resulting from non-compliance or incomplete compliance with the aforementioned usage instructions and instructions.

9. The Customer is liable for damage to Goods or tools of Lensvelt, its employees, and third parties engaged by it, as well as for their loss, except in case of intent or gross negligence on the part of Lensvelt.

Article 7 Retention of Title

1. The ownership of the sold Goods, in contrast to the actual transfer of power, only passes to the Customer after the Customer has fully paid everything that the Customer owes or will owe to Lensvelt under the agreement. This includes not only the purchase price but also, among other things, any additional costs and extrajudicial collection costs. In case of delayed delivery, the risk passes to the Customer at the moment when the Goods would have been delivered according to the original agreement.

2. Due to this retention of title, the Customer is therefore not entitled to alienate the Goods or to encumber them with, for example, a right of pledge.

3. The Customer undertakes, in connection with the effectiveness of the retention of title, to inform Lensvelt in a timely and adequate manner in case of a threatening bankruptcy, suspension of payment, debt restructuring, or when third parties threaten to seize any of the Goods delivered with retention of title. The Customer is also obliged to adequately insure the goods delivered under retention of title against, for example, but not limited to, water and fire damage and theft. All claims of the Customer on the insurers of the goods under the aforementioned insurance will, as soon as Lensvelt expresses the wish to do so, be pledged by the Customer to it in the manner as indicated in article 3:239 of the Dutch Civil Code.

4. When the Customer is in default in the fulfillment of any obligation under the agreement, the Customer is obliged, at the request of Lensvelt, to provide all necessary cooperation whereby Lensvelt can again unencumbered dispose of the delivered Goods. This also includes the possible obligation, at the request of Lensvelt, to deinstall and return the Goods at the Customer's expense.

5. Lensvelt hereby reserves in advance rights of pledge as referred to in article 3:237 of the Dutch Civil Code on delivered Goods that have passed into the ownership of the Customer and are still in the possession of the Customer, as additional security for all claims that Lensvelt might have against the Customer on whatever ground. Lensvelt is at all times entitled and is hereby irrevocably authorized by the Customer to perform the actions necessary to establish such a right of pledge (including explicitly the establishment of the right of pledge by authentic deed or by registered private deed) and to act on behalf of the Customer in doing so. The Customer undertakes to provide, at the request of Lensvelt, immediate cooperation to this pledge.

6. When the Customer does not (correctly) fulfill one of the obligations mentioned in this article, Lensvelt forfeits a directly payable and not subject to mitigation penalty of EUR. 10,000,- per violation and without prejudice to the right of Lensvelt to claim full compensation instead of the penalty.

Article 8 Prices and Payment

1. All prices are based/determined on factors applicable at the time of the quotation or the conclusion of the agreement, including taxes, levies, raw material, energy, fuel and material prices, import duties, transport/freight costs, and exchange rates from or relative to the Euro. If changes to one or more of these price-determining factors occur after the conclusion of the agreement, but before delivery by Lensvelt (in general or in any case calculated by the fixed/usual supplier of Lensvelt), such that this leads to a 5% or more increase in the purchase price of a factor, Lensvelt has the right at all times to adjust the agreed price during the agreement in accordance with this increase. This circumstance is explicitly considered by parties as unforeseen.

2. Unless otherwise agreed, Lensvelt charges EUR 45,-- order costs per order to the Customer for small orders. Lensvelt reserves the right to adjust the above amount at any time.

3. Unless otherwise agreed, the Customer must pay the entire amount due prior to delivery. If payment is made by invoice, this must be paid within 14 days after receipt by means of a bank transfer. Lensvelt is entitled to send the invoice immediately after the conclusion of the agreement.

4. In case of exceeding the agreed payment term, Lensvelt is immediately entitled to charge the Customer a delay interest of 1% of the principal sum per month as well as an amount - not subject to mitigation - for the extrajudicial collection costs. The latter costs amount to 15% of the principal sum due with a minimum of EUR. 40,- excluding VAT.

5. Without the express and written permission of Lensvelt, the Customer is not allowed to apply set-off and/or suspension and/or withholding with regard to its payment obligations; the Customer can therefore also not claim any right of retention.

6. Lensvelt has the right to stop its work or to (temporarily) put delivered Goods and/or services out of use and/or to limit the use thereof, for as long as the Customer does not fulfill an obligation towards Lensvelt regarding the agreement or acts in violation of these general terms and conditions.

7. Payments made by the Customer always serve first to settle all interest and costs due and then the payable invoices that are outstanding for the longest time, even if the Customer states that the payment relates to a later invoice.

8. The Customer is obliged, at the first request of Lensvelt, to immediately provide security in the form desired by Lensvelt and to supplement this if necessary for all of the Customer's obligations. As long as the Customer does not comply with this requirement, Lensvelt has the right to suspend its obligations.

Article 9 Warranty and Liability

1. The Customer accepts that all Goods are sold with all known, unknown, visible, and invisible factual and legal defects, burdens, and limitations. A warranty is provided on all these Goods for a maximum period of 24 months.

2. The Customer is obliged to check each delivery and execution, in phases or otherwise, as soon as possible, but within 48 hours after (completion of) delivery. When the performance is not satisfactory and there is therefore a complaint, the Customer must inform Lensvelt about this within 14 days after delivery.

3. After the provision of information as referred to in the previous paragraph, Lensvelt will, if the complaint falls within the warranty/responsibility of Lensvelt, the processing of the Goods has not yet taken place, and no exoneration applies, try to remedy the complaint by repairing or replacing the delivered goods free of charge within reason. When neither of the two remedies described above offers a solution to effectively remedy the complaint, the Customer has the right to (partially) dissolve the agreement with regard to that defect. The foregoing applies without the Customer having any right to compensation.

4. When the Customer has informed Lensvelt about the complaint too late, the Customer has confirmed the completion of a phase, the Customer has given permission to start a next phase, the Customer has put the delivered goods into use or processed them, the Customer has paid the invoice, or a year has passed since delivery or the work has been completed, its right to any remedy expires.

5. Paragraphs 1 (one), 3 (three), and 4 (four) apply mutatis mutandis to defects whose cause lies exclusively or predominantly in improper assembly/installation by Lensvelt. If assembly/installation of the Goods is carried out by Lensvelt, the periods mentioned in paragraph 2 (two) start on the day on which the assembly/installation by Lensvelt is completed, with the understanding that in that case the warranty period ends in any case if 12 (twelve) months have passed since the delivery.

6. If there is processing/assembly of the delivered Goods by Lensvelt: the work is completed, and thereby approved when Lensvelt has informed the Customer that the agreement has been completed and the Customer has accepted this work. The completion has also taken place if: a. 8 days have passed after the Customer has received the notification that the work is completed and has failed to accept the work within that period, but has also not refused it; b. The Customer has put the Good into use, with the understanding that by putting a part of the Good into use, that part is considered as completed, and the Customer has not refused the result within 8 days; c. Lensvelt has sent the invoice with the entire principal sum and the Customer has paid it.

7. The Customer never has the right to any remedy and must compensate the damage suffered by Lensvelt, including but not limited to damage as a result of the lapse of warranty claims of Lensvelt, if the Customer is to blame for incorrect or careless use or in the case that the Customer, without prior written permission from Lensvelt, independently or through third parties makes or causes to make changes, maintenance, installation, assembly, and/or repairs to/on the Goods, normal wear and tear, failure to comply with the operating and/or maintenance instructions, a too high voltage on the electricity grid. The Customer also has no right to any remedy if the defects are wholly or partly the result of external causes, such as fire or water damage. The Customer is obliged to treat the Goods with appropriate care and must properly instruct its employees and all other users of the Goods/service in the correct use, being the use in accordance with the usage instructions of the Goods and/or the instructions of Lensvelt. These usage instructions and instructions are carefully drawn up and will be provided on request. In elaboration of this, Lensvelt cannot be held liable for (the part of) damage incurred that would have been prevented if actions had been taken in accordance with the usage instructions or instructions.

8. Should Lensvelt be liable towards the Customer, then this liability is at all times limited to the amount to which the professional or business liability insurance taken out by Lensvelt gives entitlement or, if an insurer does not proceed to payment, to the amount of the fee that Lensvelt has received for the work - from which the damage has arisen - plus 15%. For agreements that have a longer duration than six months, there is furthermore a limitation of the liability referred to here to a maximum of the invoice amount over the last six months preceding the damage-causing event.

9. If the Customer is insured for any risk connected to the agreement, he is obliged to make a claim on this and to indemnify Lensvelt up to the amount of any deductible.

10. Except insofar as the damage is the result of intent or gross negligence, any liability of Lensvelt is limited to the repair of foreseeable damage that the Customer has suffered. Liability with regard to all indirect or immaterial damage such as, but not limited to, lost income and profits, loss or damage to raw materials, semi-finished products, models, tools, and other items provided by the customer, loss of contracts, (by third parties) imposed fines, supplementary costs is at all times excluded.

11. The Customer indemnifies Lensvelt against all claims from third parties regarding the work performed by Lensvelt and/or goods delivered whereby that third party may have suffered damage, regardless of by what cause or at what time that damage was suffered.

12. The Customer in any case has no right to warranty or any remedy if a payment obligation has not been fulfilled in a timely/punctual manner.

13. The Customer is explicitly responsible for the technical execution of advice regardless of the form in which it is given.

14. Lensvelt is not liable for damage as a result of incorrect, injudicious, or abnormal use of advice. Lensvelt is not liable for the way in which the Customer executes or puts into practice the provided advice, descriptions, analyses, applied methods, and techniques. No rights can be derived from the advice.

15. In all cases, the period within which Lensvelt can be held liable for compensation of damage is limited to 12 months after the damage-causing event.

16. If Lensvelt replaces parts/Goods in fulfillment of its warranty obligations, the replaced parts/Goods become its property.

17. Lensvelt is not liable for violation of patents, licenses, or other rights of third parties that is the result of the use of data provided by or on behalf of the Customer.

18. If Lensvelt provides help and assistance (in whatever form) in the assembly of the Goods without having received and ordered them, this is exclusively at the risk of the Customer.

19. If Lensvelt has had material and/or construction defects repaired under the warranty or has replaced the Goods in question, it has fully fulfilled its warranty obligations and is not liable for any further (damage) compensation, unless the damage is the result of intent or gross negligence of Lensvelt, its employees, or third parties engaged by it, or the liability arises from Title 3 (three), Book 6 (six) of the Dutch Civil Code. Nor can the Customer demand dissolution of the agreement on the grounds of proven material and/or construction defects, unless the Customer cannot reasonably be expected to maintain the agreement.

20. If the Customer does not, or not in a timely manner, fulfill any obligation that arises for him from the agreement concluded with Lensvelt or from a related agreement, Lensvelt is not liable for any warranty with regard to any of these agreements. If the Customer proceeds to disassembly, repair, or other work on the Goods without prior written permission from Lensvelt, or has this done by a third party, every claim to warranty expires.

Article 10 Force Majeure

1. Force majeure is understood to include, in addition to what is understood by it in law and jurisprudence, all external causes, foreseen or unforeseen, over which Lensvelt has no influence. This will also include strikes, traffic disruptions, unforeseen stagnation, disruptions in the supply of energy, transport difficulties, failure in the performance of third parties on whom Lensvelt depends in the execution of the agreement with the Customer, fire, loss or damage during transport, import and/or export restrictions, pandemics, epidemics, and government measures.

2. During force majeure, the obligations of Lensvelt are suspended. If compliance due to force majeure is impossible for longer than one month or there are other circumstances that make it disproportionately difficult for Lensvelt to fulfill its obligations, Lensvelt is authorized to dissolve the agreement in whole or in part by means of a notification to the Customer and without judicial intervention, without there being an obligation to pay compensation in that case.

3. If Lensvelt has already partially fulfilled its obligations when force majeure occurs, it is entitled to invoice the part already delivered or performed separately, or to partially credit in case of advance payments.

Article 11 Termination of the Agreement

1. Art. 7:408 and 7:764 of the Dutch Civil Code are excluded from the agreement. If the Customer wishes to terminate the agreement prematurely, it is still obliged to pay the entire fee.

2. Lensvelt has the right to terminate the agreement with the Customer with immediate effect for the future by means of a written notification without (further) prior notice of default if: a. The Customer ceases its business operations in whole or in part or otherwise liquidates and/or significantly changes its business activities without prior written permission from Lensvelt or transfers them to a third party; b. The Customer is granted (provisional) suspension of payments or the Customer is declared bankrupt, the Customer submits a request for the application of a debt restructuring scheme, or the Customer is placed under guardianship or administration; c. The Customer's assets are seized; d. Lensvelt decides, within two working days after the Customer's acceptance of the agreement, not to execute the assignment, for whatever reason.

3. In case of termination of the agreement, all payments due from the Customer to Lensvelt are immediately and entirely payable. Lensvelt is also entitled to charge a proportional part, in relation to the completed part of the assignment, of the agreed sum of money with a minimum of 50%, unless this is unreasonable given the extent of the work performed.

4. An assignment can be rescheduled by the Customer, in consultation, free of charge up to four weeks before the agreed date. For rescheduling within four weeks before the planned start date, Lensvelt's storage costs apply. Unless otherwise agreed, Lensvelt is entitled to charge the costs of storage to the Customer.

5. Rescheduling is only possible in writing; the date of rescheduling is the date on which the written rescheduling is received by Lensvelt. The rescheduling costs are immediately due and payable at the time of rescheduling. In case of rescheduling, the (term) invoicing will remain based on the original (delivery) date.

6. Lensvelt is entitled to cancel the performance and/or delivery up to three days before the service or goods to be delivered. The Customer will be informed of this without delay. Lensvelt will refund the fee or advance payment paid by the Customer. If the Customer makes use of an alternative service offered by Lensvelt, the fee will not be refunded.

Article 12 Takeover, Lending, Confidentiality, and Intellectual Property

1. The Customer is not permitted to approach the supporting and/or hired personnel involved in the delivery or service, directly or indirectly, without Lensvelt's written permission, either for existing services or for similar services.

2. The Customer is prohibited, after termination of the delivery or work, from approaching persons who have been working for Lensvelt, to approach them with a view to taking them into service or to persuade them to terminate their employment with Lensvelt and to enter into a business relationship elsewhere.

3. All rights to the material provided by Lensvelt remain reserved to it. Nothing from the publication(s) may be reproduced, stored in a durable data carrier, automated data file, or made public without the express prior written permission of Lensvelt. It is not permitted to make any material available to third parties.

4. The Customer is aware that the intellectual property regarding Lensvelt's services belongs to Lensvelt. Without prior written permission from Lensvelt, the Customer is not permitted to reproduce, disclose, and/or exploit any content of the work or other intellectual products, whether or not published by Lensvelt.

5. Lensvelt reserves the rights and powers that accrue to it under the Copyright Act and other intellectual property legislation and regulations. The foregoing also applies if Lensvelt makes Goods especially for the Customer and the Customer has paid for them. Lensvelt has the right to use the knowledge gained by the execution of an agreement on its side also for other purposes, insofar as no strictly confidential information of the Customer is brought to the knowledge of third parties.

6. If Lensvelt and Customer agree in writing that the intellectual property rights rest with Customer, Customer grants Lensvelt an unlimited, free, and worldwide license to produce the Goods in question under its own name and also to exploit them with respect to third parties, unless otherwise agreed in writing. If this is the case (agreed in writing), Lensvelt will pay compensation for the aforementioned exploitation.

7. If and as long as the intellectual property rights to the Goods rest with Lensvelt, the Customer will refrain from any infringement of such intellectual property rights, including, but not limited to, registering any intellectual property right, and claiming any intellectual property right as its property right, and producing and/or exploiting the Goods without prior permission from Lensvelt.

8. All parties are obliged to keep confidential information that they have received in the context of the pre-contractual phase, offer phase, and agreement, including information for the purpose of work by Lensvelt, except for any legal obligations. Information is considered confidential if this has been indicated by the other party or if this is apparent from the (type of) information.

9. If the Customer acts in violation of one of the eight preceding paragraphs, the Customer owes Lensvelt a directly claimable and not subject to mitigation penalty of EUR. 10,000,- per violation and without prejudice to the right of Lensvelt to claim full compensation instead of the penalty.

Article 13 Changes to the General Terms and Conditions

• In the case of long-term agreements that end by the passage of time, Lensvelt reserves the right to amend or supplement these general terms and conditions. Changes also apply to already concluded agreements with observance of a period of 30 days after announcement of the change. Changes of minor importance can be implemented at all times. If the Customer does not wish to accept a change in these general terms and conditions, then he must have made this known in writing before the date that the new general terms and conditions come into effect.

Article 14 Forum, Choice of Law, and Transfer of Rights

1. Lensvelt is authorized to transfer its rights and obligations under this agreement to third parties. The Customer is only authorized to transfer its rights and obligations to a third party with written permission from Lensvelt.

2. Dutch law exclusively applies to this - and other agreements concluded between parties - with the express exception of the Vienna Sales Convention. Should a bond arise between parties in the future, other than arising from an agreement, then Dutch law also applies to that bond.

3. In the event that a dispute arises from the agreement between parties, the exclusively absolute competent court is the court of the district under which Lensvelt's (main) place of establishment falls. In the event that a dispute arises between parties regarding non-contractual obligations, the exclusively absolute competent court is also the court of the district under which Lensvelt's (main) place of establishment falls.

Article 15 Language

• These general terms and conditions are used in multiple languages. In case of a discrepancy in the texts, the text of the Dutch version prevails over the translated versions with regard to the interpretation of the general terms and conditions.

APPENDIX: Subscription Terms

• The following applies, in conjunction with what is included in the general terms and conditions, specifically for Goods to be taken through a subscription form. Where the provisions of these terms conflict with the general terms and conditions, the provisions as included in the general terms and conditions prevail.

Definitions:

• Change Days: agreed days (maximum 1 (one) per quarter) on which any changes regarding the already implemented Design Solution will be carried out.
• Design Solution: The drawings and associated documentation prepared by Lensvelt and approved by the Customer by signing the agreement.
• Start-up Costs: Compensation for the services prior to the subscription period, including, but not limited to, costs for design, transport, in-house, and assembly costs.

I. FLEXIBLE SERVICES

1. The Customer may request changes to the existing and ongoing subscription, including replacing, upscaling, or downscaling the number of workstations. There may be additional costs if changes are requested for certain items.

2. Any changes or adjustments to the Design Solution are carried out on Change Days. Change Days give Lensvelt the opportunity to compile the planning in the most efficient and sustainable way. Lensvelt determines the Change Days per quarter and informs the Customer about this in a timely manner.

3. If the Customer wishes to scale up or down, and also requests a modified Design Solution, Lensvelt will adapt this Design Solution as part of the services.

4. If the adapted Design Solution actually results in an upscaling or downscaling of the total number of workstations for which the Customer already takes a subscription, the monthly subscription costs will be adjusted accordingly. In case of upscaling, the Customer pays an additional start-up fee. In case of downscaling, logistic costs are charged and the applicable notice period (3 months) applies, after which the subscription will be adjusted accordingly.

5. Lensvelt offers a repair service as part of the subscription. Lensvelt will provide a solution for any problem resulting from normal wear and tear: Lensvelt uses a fair rate wear and tear evaluation process. In the event that an item breaks as a result of normal use, Lensvelt will replace it as part of the subscription. If the same item is not available in the short term, Lensvelt will exchange the item with an equivalent item.

II. SCOPE SUBSCRIPTION

1. Within the Scope of the subscription are: o All subscription furniture; o Basic cable management solution for desks and (some) conference tables (determined by Lensvelt); o The flexible services as described in points 23 through 26 of the subscription terms.

2. Outside the scope of the subscription are: o Non-circular items (textiles, carpets, cushions, etc.); o Lighting; o Accessories (vases, bowls, clocks, etc.); o Window covering solutions (blinds, curtains, sun protection, etc.); o Fixed installations or furniture (e.g., reception desks, kitchens, wall or ceiling mounting); o Fixed interior elements (e.g., wall panels, floors, paint); o Electrical fittings (e.g., wiring, power supplies); o Architectural elements (e.g., walls, pillars); o Custom-made and specifically requested furniture & design items; o IT, Media solutions for meeting rooms (projector/TV and screens); o Waste management system (bins, etc.).

III. INVOICING AND PAYMENT

1. Subscription costs are invoiced prior to the new period from the moment of transfer.
2. Subscription costs are invoiced monthly.
3. Payments will be made by direct debit prior to the new period.
4. The minimum subscription period is 3 (three) months.
5. After the expiry of the 3 (three) months mentioned above, the notice period is 3 (three) months.
6. Non or late acceptance by the Customer of the Goods to be taken through a subscription form per delivery date does not affect the commencement of the subscription term and thereby also the obligations of the Customer - including explicitly the payment obligation regarding the subscription terms - under the agreement.
7. The applicable Start-up Costs are mentioned in the agreement and are invoiced at the latest upon signing of the agreement. Payment must be made within 30 days after receipt of the invoice, unless the subscription starts earlier. In that case, the invoice must be paid before the start date of the subscription.
8. Lensvelt has the right to index or increase the prices as of January 1 of each new year according to the CPI (2015=100), as published by the CBS. In any case, Lensvelt is entitled, without the Customer's consent, to implement a price increase of a maximum of 3% once a year. If Lensvelt wishes a higher price increase than the aforementioned 3%, it has a waiting period of 1 month, during which the Customer has the right to terminate the agreement in writing within that period. In the absence thereof, the Customer is deemed to agree with the price increase.

IV. START-UP AND ADDITIONAL COSTS

1. The Start-up Costs include the following: o Delivery, implementation, and assembly of all subscription furniture; o Design Solution for the workspaces to be furnished; o Project and logistics management of all Lensvelt services.

2. For certain items, additional monthly costs apply, including but not limited to phone booths, meeting pods, and flexible wall solutions.

3. For phone booths, pods, and flexible wall solutions, extra costs apply: if termination takes place within 12 (twelve) months after the transfer date, collection costs, equal to the applicable Start-up Costs for the item, will be charged to the Customer.

V. DURATION, INTERIM CHANGES, AND TERMINATION

1. Unless otherwise agreed, the agreement commences on the start date of the subscription and continues for an indefinite period. After the initial term of 3 months, each party has the right to terminate the agreement with observance of a notice period of 3 (three) months. The notice period of 3 (three) months applies to: o The entire agreement; o The downscaling of the workstations; o Items with extra costs. Termination must be submitted in writing to the other party. The Customer must inform Lensvelt of the termination via verkoop@lensvelt.nl.

2. Without prejudice to any other right or remedy available to it, each party may terminate the agreement with immediate effect by means of written notice to the other party, if the other party:

   • Fails to pay any amount due under the agreement on the due date and remains in default within 30 (thirty) working days after being notified in writing to make such payment. This notification would constitute the 3rd (third) payment reminder;
   • Repeatedly breaches one of the terms of the agreement in a way that reasonably justifies the opinion that its behavior is clearly inconsistent with its intention or ability to give effect to the terms of the agreement.

3. In case of a reason as included in the previous point, the Customer is obliged to pay to Lensvelt: a. All outstanding monthly terms and the remaining monthly terms during the notice period; b. Delay interest and collection costs, if applicable; c. The costs incurred in taking back the Subscription Furniture; d. The then applicable de-installation fee for the Subscription Furniture.

4. The costs for (c) and (d) amount to € 55,- (fifty-five euros) per hour spent (excluding VAT).

5. The flexible services as described in "I FLEXIBLE SERVICES" of the subscription terms no longer apply once a notification of termination has been issued.

6. The Customer can purchase the furniture in use at any time. Pricing takes place on the basis of the economic value of the furniture in question at the moment the Customer wants to buy this furniture. The economic value that Lensvelt attributes to the furniture is leading.

VI. OTHER TERMS

1. The Customer is obliged to check the Goods as far as possible upon delivery for defects. Any deviations, such as existing damage or defects, are noted on a pre-inspection form and signed by both parties. If no pre-inspection form has been drawn up, the assumption applies that the Goods have been handed over by Lensvelt to the Customer in perfect, flawless, and undamaged condition. This can only be deviated from if the product photos of the offer (for example, quotation or website) clearly show otherwise.

2. The Customer will take care of the Goods as a good manager, including, but not limited to, clean storage shielded from weather influences, effective security, and use exclusively in accordance with the nature and purpose of the Good.

3. Changing the Goods in nature or appearance, including the application of decorations, is only permitted after prior written permission from Lensvelt. Everything that, contrary to the foregoing, is added to the Goods by or on behalf of the Customer becomes the property of Lensvelt, whereby the Customer has no right to any compensation in this regard and without prejudice to the right of Lensvelt to have the Goods removed. All this at the expense of the Customer.

4. If the Customer wishes to move Goods, for example because it is moving office elsewhere, the express written permission of Lensvelt is required and only Lensvelt is entitled to move the Goods against payment. The Customer must inform Lensvelt about this in a timely manner.

5. The Customer is not free to sublet the Goods to third parties or to give them in (joint) use under whatever name.

6. The Customer must take all necessary and reasonable measures to limit infringements on Lensvelt's property right as much as possible. Any costs resulting from this are for the account of the Customer.

7. In the event that the Customer cannot make use of the Goods, this is at its risk and therefore has no influence on its payment obligations, unless this impediment is the result of circumstances that can mainly be attributed to Lensvelt.

8. Until the time when the Goods are again in the actual power of Lensvelt, the risk of loss, damage by or to the Goods, or their destruction is for the account of the Customer. If Lensvelt cannot freely dispose of the Goods at its first request in one of the cases mentioned above, the damage resulting from this for Lensvelt is at the expense of the Customer.

9. Upscaling of subscription packages and other services is possible at all times and will take effect on the next invoice date. Downscaling is only possible with observance of the notice period of 3 (three) months. The Customer must inform Lensvelt of this termination in writing.

10. In the event that the Customer has terminated the agreement, the Goods will be collected by Lensvelt. If the Customer does not make the Goods with all associated items and documentation available for delivery on time, the Customer owes Lensvelt a directly claimable penalty of € 500,- ex. VAT for each day or part thereof that it does not fulfill its delivery obligation. This penalty applies without prejudice to the right of Lensvelt to recover the actual damage suffered from the Customer.

11. If the Goods, at the time of intake, taking into account the age of these Goods, are in a condition that deviates from what may be expected with careful use and maintenance, Lensvelt is entitled to charge the resulting decrease in value to the Customer.

12. The Customer has no right to reduction of the price, suspension or set-off of a payment obligation, or to dissolution or (partial) dissolution of the agreement, if there is a reduction in the rental enjoyment as a result of one or more defects in the Goods, unless it concerns defects that are the result of intent, deliberate recklessness, or gross negligence of (persons charged with the management of) Lensvelt.

13. If the Customer does not fulfill its obligations or there is well-founded fear that the Customer will not do so, Lensvelt has the right at all times to remove the Goods from the Customer or from third parties who hold them. The Customer is obliged to provide all cooperation to this end.

14. The Customer undertakes towards Lensvelt:

    • To keep the Goods of Lensvelt separated or otherwise individualized;
    • To keep the Goods marked as property of Lensvelt.

15. Lensvelt is entitled to set or change (further) rules regarding the use of the Goods. The Customer is liable for all adverse consequences of not complying with the provisions of this article. The Customer is fully liable for all damage and (legal) costs resulting from the failure to comply with the obligations of the Customer as laid down in this article.

16. The Customer will immediately report all defects, shortcomings, and damage to and any loss (including disappearance) of the Goods to Lensvelt, stating all details. Lensvelt will take action in this regard and the Customer will follow the subsequent instructions from Lensvelt.

17. Lensvelt is not liable for loss or damage to property that has been left in/at/on the Goods. Lensvelt is at all times entitled to dispose of such property.

18. The Customer is liable for loss or damage to locks, keys, and documents and the related business and other damage that Lensvelt suffers as a result.

19. Lensvelt is in no way liable for repair, renovation, and/or renovation of buildings and/or grounds after removal of the Goods. The rental agreement ends in any case by the destruction of the rented item.

20. Circularity is at the core of Lensvelt's activities. The offered subscription furniture is new or better than new. 'Better than new' items look and feel like new, but are in fact used, refurbished items that have been used by other customers before.

21. During the term of the agreement, the Customer must: o ensure that the subscription furniture is kept and operated in a suitable environment, is only used for the purposes for which it was designed, and is properly operated by trained, competent personnel in accordance with any operating instructions. In case of damage, complaints, or questions, the Customer should contact Lensvelt's internal department directly; and o without the prior written permission of Lensvelt, the Customer may not give the subscription furniture under control, sell or offer for sale, sublet or lend or allow the establishment of any pledge or other security rights relating to it; and o not allow the subscription furniture to be confiscated, seized, or taken out of its possession or control under any emergency, enforcement action, or other legal process, but if the subscription furniture is confiscated, seized, or taken away in this way, the Customer will immediately inform Lensvelt and the Customer will at its own expense do its utmost to bring about an immediate release of the subscription furniture and will indemnify Lensvelt for exclusively foreseeable, direct, and personal damage resulting from such seizure, seizure, or seizure; and o ensure that the subscription furniture that is marked with a visible sign, RFID, and/or QR-code remains identifiable at all times as property of Lensvelt and will, where possible, ensure that a visible sign, RFID, and/or QR-code remains attached to the subscription furniture to that end.

22. If and to the extent that the subscription furniture is made available by the Customer for use by a third-party user at the location, the Customer will ensure that the obligations of the Customer as set out in the previous point will be reflected in an agreement to be concluded between the Customer and such a third party, satisfactory to Lensvelt, and the Customer appoints Lensvelt as a third-party beneficiary in the relevant agreement. The use of the subscription furniture by a third-party user is in any case at the risk and expense of the Customer.

23. Lensvelt is not responsible for connecting items belonging to the subscription furniture, including but not limited to telephone or meeting pods, to a power source.