GENERAL TERMS AND CONDITIONS OF SALE HEALTHY CLIMATE SOLUTIONS BV

ARTICLE 1. DEFINITIONS

1.1. In these general terms and conditions (hereinafter referred to as: the “Terms”), HCS means: Healthy Climate Solutions BV, located in Driebergen, the Netherlands.

1.2. In these Terms and Conditions, Delivery means: a delivery of Equipment and/or Parts.

1.3. In these Terms and Conditions, End User means: the natural person or legal entity with whom the Other Party has entered into an Agreement regarding the rental or sale of the Equipment.

1.4. In these Terms, Equipment means, for example, a Healthy Climate Monitor.

1.5. In these Terms and Conditions, Manual means: the instructions and guidelines provided by HCS and any related amendments (including, but not limited to, the Installation Manual) relating to the use, service and maintenance of the Equipment.

1.6. In these Terms and Conditions, Counterparty means: a party that rents or purchases equipment or parts thereof from HCS.

1.7. In these Terms, Parts means all parts and components manufactured or supplied for the Equipment or incorporated into the Equipment, including all parts and components used for the replacement of defective Parts and/or servicing of the Equipment.

ARTICLE 2. APPLICABILITY

2.1. These Terms and Conditions apply to and form an integral part of

(a) all quotations, proposals and price estimates (hereinafter collectively referred to as “Offers”) of HCS,

(b) all acceptances, acknowledgements or confirmations by HCS (hereinafter collectively referred to as “Confirmations”) of any order or purchase order of the Counterparty, including but not limited to orders and purchase orders of the Counterparty arising from price agreements or framework agreements between HCS and the Counterparty, unless HCS and the Counterparty have explicitly agreed otherwise in writing

(c) any Agreement arising from an Offer or Confirmation and

(d) any agreement in which these Terms are incorporated by reference, the types of agreements referred to in (c) and (d) hereinafter collectively referred to as the “Agreement”.

2.2. The applicability of any general terms and conditions used by the Other Party is expressly excluded.

ARTICLE 3. OFFERS, ACCEPTANCE AND AGREEMENT

3.1. All Offers from HCS to enter into an agreement are revocable, even if a period for acceptance is stated.

3.2. All Offers accepted by the Counterparty may be revoked by HCS up to 5 days after the date of acceptance by the Counterparty.

3.3. HCS shall only be bound by the order of the Counterparty after HCS has confirmed acceptance of the order in writing or if HCS has commenced the execution of the order (the “Order”).

3.4. Changes to Offers or Agreements will only become effective after they have been accepted in writing by HCS.

3.5. The content of advertising media, including but not limited to websites, brochures and leaflets, is not binding on HCS unless expressly agreed otherwise in writing.

ARTICLE 4. PRICES

4.1. Unless otherwise stated, all prices are in euros, exclusive of VAT and other statutory levies.

4.2. The agreed prices are based on the costs of materials, salaries, levies/tariffs and exchange rates applicable at the time of the Offer and based on the agreed recent version of the Incoterms.

4.3. If one or more of the cost price factors increase after confirmation of the Order, HCS is entitled to increase the agreed purchase price accordingly.

ARTICLE 5. DELIVERY AND DELIVERY TIME

5.1. Delivery takes place CIP (according to the most recent version of the Incoterms) at the location specified in the Order, unless otherwise stated in the Order.

5.2. The delivery date stated in the Order is approximate and may never be regarded by the Other Party as a fatal term, unless expressly agreed otherwise in writing.

5.3. Unless compliance with the Agreement has become definitively impossible without any doubt, the Agreement may not be terminated by the Counterparty due to an excess of the delivery date, unless HCS also fails to comply with the Agreement or fails to fully comply with the Agreement within a reasonable period given to HCS after the agreed delivery date. In that case, termination is only permitted to the extent that the Counterparty cannot reasonably be expected to honour the agreement.

5.4. HCS is entitled to make partial deliveries and to invoice partial deliveries separately. Partial deliveries do not constitute an “incomplete Delivery” as referred to in article 9.1.

5.5. If the Counterparty does not accept Delivery on the agreed delivery date when purchasing Equipment, the Equipment and/or Parts will be stored at the expense and risk of the Counterparty and HCS will be entitled to sell the Equipment and/or Parts (privately) after a period of four weeks after the agreed delivery date. The lost proceeds, if applicable, and all costs incurred by HCS in connection therewith shall be borne by the Counterparty, without prejudice to the other rights of HCS.

ARTICLE 6. LICENSES AND REGULATIONS

6.1. The Counterparty is responsible for and bears the risk of obtaining all documents, permits and licenses which are necessary in connection with the Delivery, installation or use of the Equipment and/or Parts to be delivered.

6.* If the Counterparty is not the End User, the Counterparty is responsible for agreements on data and photos collected by the Equipment at the End User. For example, the use of data and photos for diagnosis, analysis, advice, publication. The agreements must always be in accordance with the General Data Protection Regulation.

6.2. Delivery will take place in accordance with the agreed specifications. The Counterparty is responsible for and bears the costs of any adjustments to the delivered Equipment and/or Parts that are required on the basis of local requirements or regulations.

ARTICLE 7. RETENTION OF OWNERSHIP

7.1. All Equipment and/or Parts to be delivered shall remain the property of HCS until HCS has received full payment for the Equipment and/or Parts.

7.2. If the Counterparty fails to fulfil its obligations under the provisions of this article, HCS shall at all times be entitled to retrieve (or have retrieved) the delivered Equipment and/or Parts from the Counterparty or from the party holding the Equipment and/or Parts for the Counterparty. The Counterparty shall be obliged to fully cooperate with HCS in the retrieval.

7.3. The Counterparty may use, process or sell the Equipment and/or Parts referred to in these Conditions in the context of the Counterparty's normal business operations; however, the Equipment and/or Parts may not be pledged or provided as security for a debt owed to a third party.

7.4 All data and photos collected by the Equipment are the property of the End User. The data and photos are stored and retained by HCS as long as the payment terms are met by the Counterparty.

ARTICLE 8. DUTY TO INSPECT

8.1. Complaints regarding an incomplete Delivery and other visible defects must be reported to HCS in writing immediately after Delivery, and no later than 5 working days after the delivery date. Hidden defects must be reported to HCS in writing no later than ten working days after discovery.

8.2. Acceptance of the Delivery cannot be refused by the Counterparty due to minor defects.

8.3. Claims due to defects in the Delivery which have not been reported in accordance with this Article 8 shall be excluded from compensation in accordance with these Conditions.

8.4. The Counterparty has an obligation to make every effort to check the Delivery.

8.5. After notification to HCS of an incomplete Delivery or other visible defects in accordance with Article 8.1, HCS will take appropriate measures as soon as possible.

ARTICLE 9. WARRANTY

9.1. During a period of 12 months from the date the Equipment and/or Parts at the End User's location are put into service, but in no event later than 24 months from the date of shipment of the Equipment and/or Parts (the “Warranty Period”), HCS warrants that under normal use the Equipment and/or Parts delivered in accordance with these Conditions, with the exception of software, prototypes, test products and models of newly developed products, will, at the time of delivery, be free from defects in material or workmanship and will substantially conform to HCS’ applicable specifications for such Equipment as agreed in writing by HCS with the Other Party. The Warranty Period on a Part delivered to replace a defective Part will never exceed the original Warranty Period of the defective Part. HCS further warrants that the Equipment and/or Parts comply with the relevant European safety laws and regulations.

9.2. If the Equipment and/or Parts do not materially conform to the warranties set forth in Article 9.1 (“Material Defect”), HCS’s sole obligation and Counterparty’s sole right shall be limited to, at HCS’s option, either replacement or repair of the defective or nonconforming Equipment or Part, or an appropriate credit of the rental/purchase price of the relevant Equipment or Part. HCS shall have a reasonable period of time within which to replace, repair or credit. The nonconforming or defective Equipment or Part shall become the property of HCS upon replacement or the relevant credit.

9.3. A claim pursuant to Article 9.2 shall be admissible and will be processed if the Counterparty complies with the conditions stated in this Article 9, as well as the following conditions: only Material Defects that could not reasonably have been discovered during the inspection referred to in Article 8.1 and that are discovered within the Warranty Period and reported to HCS in writing within 10 working days of their discovery can be submitted under the warranty; the Material Defect is demonstrably attributable to HCS due to a failure by the latter to perform; HCS shall be given sufficient time and opportunity to carry out all testing, repairs and replacements deemed necessary by HCS to remedy the Material Defect; the Counterparty shall provide HCS with unhindered access to the Equipment and/or Parts causing the Material Defect.

9.4. The Counterparty shall, at the direction and discretion of HCS: (i) return the Part causing the Material Defect to HCS; all transportation costs, both to and from the original destination, shall be borne by HCS. Any Part so returned to HCS shall become the property of HCS, or; (ii) keep the Part causing the Material Defect available for inspection by HCS at its premises for a period not exceeding 6 months from the date on which the Material Defect is reported to HCS, at HCS's risk. After expiration of such storage period, the Counterparty shall dispose of the stored Parts at HCS's expense, provided that the Counterparty arranges for such disposal in accordance with the following requirements: the removal is carried out by an authorised waste company; the competent waste company charges competitive prices for such services; the waste treatment is in accordance with all applicable environmental regulations; and the Counterparty shall provide a statement confirming the removal of the Parts by the competent waste company.

9.5. HCS's warranty obligations will not apply if: the Equipment and/or Parts have been modified, altered or repaired by the Counterparty or by third parties without prior written consent from HCS; the Equipment and/or Parts have been used or maintained improperly or contrary to HCS’s instructions; the Equipment and/or Parts have been damaged by improper handling, neglect, misuse, accident or abnormal conditions; the Equipment and/or Parts have been subjected to extraordinary circumstances beyond HCS's control; or the Equipment and/or Parts have been used with software, hardware, consumables or accessories not approved or provided by HCS.

9.6. Except as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

ARTICLE 10. LIABILITY AND INDEMNITY

10.1. HCS’s total liability for any loss or damage arising out of or in connection with the Agreement shall be limited to the amount paid by the Counterparty to HCS under the Agreement.

10.2. HCS shall not be liable for any indirect, consequential, incidental, special or punitive damages, including but not limited to loss of profits, loss of business, loss of use or loss of data.

10.3. The Counterparty indemnifies and holds HCS harmless against any and all claims, damages, losses, costs and expenses (including legal fees) arising from or relating to the Counterparty’s breach of these Terms or the Agreement or the Counterparty’s use of the Equipment and/or Parts.

ARTICLE 11. PAYMENT AND INVOICING

11.1. Unless otherwise agreed in writing, payment shall be made within 30 days of the invoice date without any deduction or set-off.

11.2. If the Counterparty fails to pay within the agreed term, HCS shall be entitled to charge statutory interest and all reasonable costs of collection.

11.3. Payments shall first be applied to settle any interest and costs, and thereafter to the oldest outstanding invoices.

11.4. The Counterparty shall not be entitled to suspend or set off any payment obligation under the Agreement.

ARTICLE 12. FORCE MAJEURE

12.1. HCS shall not be liable for failure or delay in performing its obligations under the Agreement if such failure or delay is due to force majeure, including but not limited to natural disasters, war, terrorism, labour strikes, government actions or restrictions, or failure of suppliers.

12.2. If a force majeure situation lasts longer than 30 days, either party shall be entitled to terminate the Agreement in whole or in part without any liability.

ARTICLE 13. GOVERNING LAW AND JURISDICTION

13.1. The Agreement shall be governed by and construed in accordance with the laws of the Netherlands.

13.2. Any disputes arising out of or in connection with the Agreement shall be submitted exclusively to the competent court in Utrecht, the Netherlands.

ARTICLE 14. MISCELLANEOUS

14.1. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.2. No failure or delay by HCS in exercising any right or remedy under the Agreement shall constitute a waiver of such right or remedy.

14.3. The Counterparty may not assign or transfer its rights or obligations under the Agreement without the prior written consent of HCS.

ARTICLE 15. CONFIDENTIALITY

15.1. Both parties shall treat all information received from the other party in connection with the Agreement as confidential and shall not disclose such information to third parties without prior written consent, unless required by law or a competent authority.

15.2. The confidentiality obligation shall survive the termination or expiry of the Agreement.

ARTICLE 16. INTELLECTUAL PROPERTY RIGHTS

16.1. All intellectual property rights relating to the Equipment, Parts, Manuals, software, documentation and any other materials provided by HCS remain the exclusive property of HCS or its licensors.

16.2. The Counterparty is granted a non-exclusive, non-transferable license to use such intellectual property only as necessary to use the Equipment and/or Parts according to the Agreement and Manuals.

16.3. The Counterparty shall not copy, modify, reverse engineer, decompile or create derivative works of the Equipment, software or Manuals without prior written permission from HCS.

ARTICLE 17. DATA PROTECTION

17.1. HCS processes personal data in accordance with applicable data protection laws and its privacy policy, which is made available to the Counterparty.

17.2. The Counterparty shall comply with all applicable data protection laws in relation to any personal data processed in connection with the Agreement.

17.3. The Counterparty is responsible for obtaining any necessary consents from data subjects for HCS’s processing of personal data as set out in the Agreement.

ARTICLE 18. TERMINATION

18.1. Either party may terminate the Agreement with immediate effect if the other party: (a) commits a material breach of any term of the Agreement and fails to remedy such breach within 30 days of written notice; (b) becomes insolvent or bankrupt; (c) ceases its business operations.

18.2. Termination of the Agreement shall be without prejudice to any rights or remedies accrued prior to termination.

18.3. Upon termination of the Agreement, the Counterparty shall immediately cease use of the Equipment and/or Parts and return or dispose of them as instructed by HCS.