GENERAL TERMS AND CONDITIONSOf the private company with limited liability: FCL COMPONENTS EUROPE B.V.,
hereafter to be referred to as: "FCL", of Hoofddorp, The Netherlands, filed under
number 33281312 at the Chamber of Commerce on 5 April 2016.
0. GENERAL
Each shipment shall be considered a separate and independent transaction.

Definitions
Buyer: purchasers, potential purchasers or principals jointly and/or severally
Day: a calendar day
Parties or Party: FCL and Buyer jointly or severally Product(s):the product(s) the subject of the Contract
1. EXCLUSIVE APPLICATIONFCL submits quotations, accepts orders and supplies Products solely subject to these
General Terms and Conditions. The applicability of general purchase terms or otherterms of Buyer is explicitly rejected. A deviation from the General Terms andConditions must be agreed upon in writing by an authorized representative of FCL.

5. AVAILABILITY OF PRODUCTS EX STOCK
Offers ex stock are subject to products being unsold at the time of receipt of order.
6. RECEIPT
Receipt of the Products by Buyer takes place as defined by the trade term of theInternational Chamber of Commerce (Incoterms 2010) that has been agreed upon
between the Parties as part of the Contract.

Buyer shall be obliged to check the Products for any shortfall or visible damage
immediately upon receipt.
7. PROPERTY AND RISKNo property of any of the Products sold, and/or received by Buyer, and/or physicallydelivered shall pass to Buyer until full payment of any and all amounts due to FCL havebeen made, irrespective whether such amounts due constitute the purchase price of
these Products or are due for other reasons.
Accordingly, on default in payment, FCL shall be entitled to repossess the Products andBuyer shall do all in its power to enable FCL so to do. Until property in the Products
has passed to Buyer:

2. QUOTATIONS, ORDERS AND CONTRACTS
All offers/quotations are without obligation. FCL reserves the right to revoke
offers/quotations or to fully or partially amend the same. Contracts shall only comeinto existence through subsequent written confirmation by FCL of orders received.
Parties shall consider such confirmation to be a correct record of the Contract unless
Buyer has lodged an objection within 5 days of its dispatch.

A. Buyer shall take proper care of the Products and take all reasonable steps to preventany damage or deterioration thereto and shall allow FCL to inspect them if FCL sorequires;3. PRICES
A. FCL reserves the right, by giving notice to Buyer any time prior to delivery, toincrease the price of the Products if the costs to FCL increase between the time of
quotation or order confirmation and delivery, caused by any reasons beyond its control
such as, but not limited to, fluctuation of foreign exchange rates, the costs of raw
materials, freight costs or other costs of manufacture.

C. Buyer shall give FCL all such information relating to the Products as FCL may
require.

B. The quoted price(s), unless stated otherwise, are excluding any and all applicable
excise, taxes (such as VAT), duties, transportation charges and related fees inconnection with shipments to Buyer.
Freight, brokerage and customs charges on return shipments to FCL shall be paid by
Buyer.
All charges that may be levied by customs on shipments returned by FCL to Buyer shallbe for Buyer’s account except if such charges relate to shipments of repairs or
replacements under Warranty as per Article 12 and Buyer can demonstrate to FCL thatit has taken all reasonable steps allowable under the regulations of the customs
authorities to obviate the payment of such charges.
C. In lieu of paying any tax, Buyer may provide FCL with a tax exemption certificate
acceptable to the taxing authorities.
4. PAYMENT AND DEFAULT
Unless Parties have agreed other payment conditions in writing, Buyer must effectpayment of the full invoice amount, without any deductions, to FCL’s bank accountstated on the invoice with a value date that is within 30 days of the invoice date.
Payment shall first be deducted from the costs and subsequently from the interest
which has become due and shall thereafter be deducted from the oldest outstanding
principal.
If Buyer should fail to comply with the payment term referred to above, it shall be inlegal default, in which event it shall be required to pay interest at 2% margin perannum over the 3-months Euribor rate as fixed one business day before the due dateof the invoice and revised monthly thereafter over the entire overdue amount of theinvoice, commencing on the due date of the invoice.
Buyer shall not be authorized to make any deductions from the invoiced amount on
account of any counter-claims it may allege against FCL. FCL is at all times
authorized to offset claims of Buyer on FCL against claims that, for whatever reason,
FCL has on Buyer and/or companies affiliated with Buyer.
Buyer shall be liable for all the collection costs, including judicial and extra-judicial
costs incurred as a result of its default. FCL shall provide evidence of these costs, interalia, by submitting the statement of fees it receives from its legal advisors.

If Buyer fails to comply with any obligation towards FCL in pursuance of any Contract
and/or these General Terms and Conditions, or if FCL has reasonable grounds tobelieve that Buyer shall not comply or shall not be able to comply with any obligation
as described above, FCL shall be entitled, at its discretion:
A. to require advance payment or proper security for payment, or cash on delivery for
payment obligations arising from any current or future Contracts;
B. to immediately and without judicial intervention suspend the execution of any of its
obligations pursuant to the Contract and/or the General Terms and Conditions, all of
this without prejudice to FCL 's right to exercise any other legal right;
C. to terminate the relevant Contract in whole or to the extent not executed, withimmediate effect;
D. to terminate one or more, or all the Contracts in respect of which Buyer has not
defaulted, in whole or to the extent not executed, with immediate effect, without
prejudice to FCL's right to claim complete compensation of damage.

If, in FCL's judgment, Buyer's financial condition does not justify continuing theexisting terms of payment, FCL may require full or partial payment in advance of
shipment or may otherwise change the payment terms.
VISION DATE 01.FEB.2024

B. Buyer must keep the Products free from any charge, lien, or other encumbrance andstore the Products in such a way as to show clearly that they belong to FCL;FCL shall be authorized to collect these Products from Buyer at any time, to arrange forthis to be done, or to repossess or store them elsewhere if Buyer should fail tocomply, or if it has become clear that Buyer shall not be able to comply with its
obligations in respect of FCL or should fail to do so in full and/or time.
FCL shall have this right in particular, but not exclusively, if Buyer has applied for or been
granted a moratorium of payments, if its involuntary liquidation or bankruptcy has
been requested or pronounced, or if Buyer should have entered into any payments
agreement with one or more of its creditors.
Buyer shall be required to notify FCL immediately if third parties can lay claim torights in respect of Products, which FCL has supplied to Buyer, as long as FCL has any
claim against Buyer.
In that case FCL shall be authorized to collect the relevant Products from Buyer or tohave this done, to repossess them and to store them elsewhere.
If FCL should wish to collect the Products in conformity with the above, Buyer shall grant
it access to its office or business premises for that purpose.
Buyer shall be liable for all the costs connected with the collection and storage of the
Products. FCL shall not be obliged to make the Products available again until FCL
has been paid in full or has been given sufficient security in respect of its claim(s).
Notwithstanding the foregoing, all risk relating to the Products shall pass to Buyer onreceipt of the Products and Buyer should arrange insurance accordingly.
8. DELIVERY PERIOD AND PARTIAL DELIVERIESA delivery period shall only be valid if confirmed by FCL in writing. The delivery
period shall at all times be a target date only, although FCL shall do everything in its
power to supply the Products within the agreed period.
FCL shall be authorized to make partial deliveries, each with a separate invoice. Inthat case, Buyer shall be obliged to make payment in conformity with Article 4.
9. DELAY IN DELIVERYFCL shall only be liable for proven loss arising from delay in delivery as a result fromcauses within its control, but never for consequential loss, such as loss resulting frombusiness interruption and/or loss of profits. FCL's liability shall in no event exceed
the contract price of the Products in question.

FCL shall not be liable if it is prevented from complying with its obligations under theterms of the Contract in full and/or in time, due to unforeseen circumstances, or tocauses beyond FCL's reasonable control. In such cases FCL may defer delivery for aperiod equal to the delay caused by such contingency. Examples of such causes,
without limitation, are Force Majeure, embargoes, molest, administrative measures,fire, water damage, accidents, interruptions of the energy supply, or shortage oftransportation, fuel, labor or materials, overdue delivery of the Products purchased,
the raw materials and/or resources required for it, both within FCL's business as wellas within the business of third parties from whom FCL must obtain the Products
and/or the necessary materials and/or raw materials in whole or in part andfurthermore as a result of any other causes which are beyond FCL's risk andresponsibility.
Delays in delivery for any reason whatsoever, shall not entitle Buyer to suspend theexecution of any of its obligations in respect of FCL and/or to terminate the Contract.
10. DAMAGE, SHORTAGE OR NON-RECEIPT

As a condition precedent of any liability to which FCL might otherwise be subject, thefollowing requirements (where appropriate) must be met:
A. damage is reported on the carrier's way bill, failing that, the way bill is signed"contents unexamined" and the damage reported to the carrier and to FCL (if FCL is
not the carrier) within 3 days;
B. claims for shortage are made within 14 days of delivery of the Products to Buyer;
C. non-receipt is notified to FCL in writing within 14 days of invoice date.

FCL shall investigate a complaint to establish whether or not it is founded. To this end,
Buyer shall permit FCL's representatives to investigate the relevant Products at
Buyer's offices or business premises.
FCL shall decide whether the complaint is founded on the basis of that investigation
and, if it decides that is the case, Buyer shall return the Products and FCL shall takereceipt of them and replace them for its own account as soon as possible, or, if Buyer
should desire this, FCL shall grant Buyer a reasonable discount.
If Buyer should contest FCL's decision whether or not a complaint is founded, theParties shall appoint an expert by joint consent, whose decision shall be binding on
the Parties. Any costs incurred in respect of the expert shall be for account of the Party
who is judged to be in the wrong.
If complaints are not submitted within the prescribed period or are not properly
reported, the Products supplied shall be considered to have complied with theContract. The submission of a complaint shall under no circumstances discharge Buyerof its payment obligations in respect of FCL.

C. Any liability to which FCL might become subject (other than in respect of death or
personal injury resulting from the negligence of FCL, its servants or agents), shall,where such liability arises out of repair or maintenance executed in whatever
circumstances by or on behalf of FCL, be limited to the cost replacing the Products the
subject of such repair or maintenance.
D. Notwithstanding any other provisions of these Terms and Conditions, FCL will
indemnify Buyer against direct damage to property occurring while FCL is working onsite to the extent that damage is caused by the negligence of FCL, its servants or agents,
provided that this indemnity shall extend only to the cost of making good such damage
and provided that the total liability of FCL for any one occurrence shall not exceed EUR
10.000,--, (ten thousand euro) or (whichever is the lower) the sum which is payable
by Buyer to FCL in pursuance of the relevant Contract.
14. INFRINGEMENT OF INDUSTRIAL PROPERTY RIGHTS
FCL will indemnify Buyer against any claim which may be made against Buyer on thebasis that the sale or use of the Products should infringe an industrial property rightof a third party provided however, that the obligation to indemnify shall only exist
if:
A. Buyer notifies FCL promptly and in writing of any claim asserted against Buyer in orout of court;
B. The defense against such claim is carried out in agreement with FCL and, if FCL
desires (upon a corresponding request of FCL) by a lawyer selected by FCL;

A return shipment must be made carriage paid and shall be accepted by FCL only if itis accompanied by a Material Return Authorization issued by FCL.

C. A settlement, if any, is only entered into with the prior written consent of FCL and
if

11. SPECIFICATION, END OF LIFEFCL follows a policy of continuous development and improvement and therefore it
reserves the right to alter the design or specification of any product. FCL will inform
Buyer about any such changes by means of a Product Change Notification before
actual implementation.
Should FCL decide to stop the production of any product, it will inform Buyer with aminimum lead time of one year.

D. The Buyer does not prejudice the defense against such claim by his acts oromissions.

12. WARRANTYFCL products are intended for general use in personal, household and officeenvironments, in buildings and for ordinary use in the industry.
They are not intended to be used in applications where extremely high safety isrequired, such as, but not limited to, applications in nuclear facilities, in aircraft
automatic flight control, in air traffic control, in mass transit system control, in missile
launch systems, in weapon systems, in medical equipment for life support or any
application involving a direct serious risk of physical injury or death. FCL warrants that
its Products, if properly used and serviced, will conform to their specification and will
be free from defects in material and workmanship for twelve months from delivery.
The implied warranties of merchantability and fitness for a particular purpose and allother warranties, representations and conditions, express or implied by statute, tradeusage or otherwise, except as set forth in this warranty, are excluded and shall not
apply to the Products delivered.

FCL neither assumes nor authorizes any other person to assume any other liabilities inconnection with the sale or use of any Product.
Any use of the Products should only be made after appropriate examination and/or
testing.
If any Product fails to conform to the above warranty, FCL's sole and exclusive
liability shall be, at FCL's option, to repair, replace or credit Buyer's account with anamount equal to the price paid for any such Product returned by Buyer during thewarranty period, provided that:
A. Buyer notifies FCL in writing that such Product failed to conform and furnishes adetailed explanation of any alleged deficiency;
B. such Product is returned to FCL at Buyer's expense; andC. FCL is satisfied that the claimed deficiencies actually exist and were not caused by
accident, misuse, neglect, alteration, improper installation, repair and/or improper
testing.

If such Product fails to conform to its specification, FCL shall reimburse Buyer for thetransportation charges paid by Buyer.
FCL shall have a reasonable time to make repairs or to replace deficient Products.
If FCL fails to do so, Buyer shall have the right to demand that FCL refund the purchaseprice for such Product and such right of Buyer constitutes Buyer's sole remedy for FCL's
failure to perform its repair or replacement obligation.
13. LIMITATION OF LIABILITY
A. To the extent permitted by law, no warranty, condition or other stipulation, express
or implied, statutory or otherwise, shall apply to any Contract with Buyer unless andexcept to the extent expressly contained in these Terms and Conditions.
B. FCL shall in no circumstances be liable for any consequential loss whatever,
however caused, including (but without limitation) business interruption and/or loss of
profits be it for Buyer or any third party. Buyer should insure accordingly.

If Buyer should be prevented by a final court decision by reason of an infringement of
an industrial property right from selling or using the Products, FCL shall refund Buyer
the purchase price of those Products which are subject to the injunction.
15. COPYRIGHT
Copyright in all Products and documents (including FCL’s company logo, drawings,
specifications and manuals) furnished to Buyer shall at all times remain vested in
FCL, and neither they or their contents shall be used for any purpose other than thatfor which they were furnished without the express written consent of FCL.
16. NON-WAIVER OF DEFAULT
FCL's failure to insist upon strict performance of any of the provisions contained
herein shall in no way constitute a waiver of its rights as set forth herein, at law or inequity, or a waiver by FCL of any other provisions or prior, concurrent or subsequent
default by Buyer in the performance of or compliance with any of the Terms andConditions set forth herein.
17. TERMINATION OF CONTRACTS
If Buyer shall be in breach of or fail to fulfill any provision of any Contract with FCL, or
suffer distress or execution, or commit an act of bankruptcy, make an arrangementwith creditors, or go into liquidation (except for amalgamation or reconstruction), or
have a receiver appointed, FCL may (without prejudice to any other claim or
remedy) forthwith suspend performance of, or terminate, such Contract by written
notice and shall be entitled to payment for Products already delivered and work inprogress.
18. NOTICES
Any notice to be given by either Party to the other hereunder may (without prejudice
to the use of any other method) be given by being sent by pre-paid first class letter
addressed to the other Party at its registered office, or other last known relevant placeof business, and any notice so sent shall be deemed to have been properly andeffectively given upon the expiration of 48 hours after it shall have been posted.
19. FORCE MAJEURE
In the event of force majeure, FCL shall be authorized, at its discretion, to cancel theContract or to suspend delivery until the point at which the force majeure has ceased
to exist, in which event Buyer shall not be able to claim any compensation from FCL.
A Party shall at any rate be considered to be subject to force majeure if, after
concluding a Contract, it is prevented from making preparations for or complying withany of its obligations as a result of (civil) war, war damage, riots, risk of war, water
damage, flooding, strikes, lockouts, import or export restrictions, government
measures, defective machinery, breakdowns in the energy supply, overdue delivery ofpiece parts, raw materials or resources required therefor, both within Party’s businessas well as within the business of its suppliers and in the case of storage or duringtransportation, and furthermore as a result of any other causes which are beyond
Party’s risk and responsibility.
20. INVALIDITY OF PROVISIONS
The invalidity of one or several provisions shall not affect the validity of any remaining
provisions.
The parties shall be obliged to substitute the invalid provisions retroactively by a valid
provision, which from an economic point of view comes as close as possible to the
purpose intended by the invalid provision.
21. MISCELLANEOUS

Provisions that, due to their nature, are intended to remain applicable after the end of
the Contact shall survive the termination of the Contract.
Any variation of or addition to the Contact and/or the Terms and Conditions shall only
be of any force or effect if reflected in writing and signed by or on behalf of the Parties
and expressed to amend the Contract and/or the Terms and Conditions.
FCL is entitled to assign, cede or transfer or otherwise dispose of any of its rights andobligations under the Contract to Third Parties, provided that FCL shall give the Buyer
prompt written notice of such assignment, cession, transfer or disposal.
Nothing in the Contract shall be deemed to create any joint venture, partnership or
principal and agent relationship between the Parties
22. DISPUTES, APPLICABLE LAW AND COMPETENT COURTThe Contract with Buyer shall be governed exclusively by the law of The Netherlands.
Any applicability of the United Nations Convention on Contracts for the International
Sale of Goods 1980 (Vienna Sales Convention or CISG) is hereby excluded.

Any dispute shall be adjudicated exclusively by the competent court in The
Netherlands, even if Buyer is resident outside The Netherlands and if the provisions of
any treaty or convention should stipulate the competence of a court outside The
Netherlands.
FCL however reserves the right to have a dispute with an opposite party domiciled or
resident outside The Netherlands adjudicated by a competent court outside The
Netherlands.

VISION DATE 01.FEB.2024