General Terms of Sale Healthy Climate Solutions

Healthy Climate Solutions, trade name of Iconize B.V., established in Driebergen-Rijsenburg, the Netherlands (Chamber of Commerce no. 77773969)
Version: 17 September 2026

Courtesy translation: this English text is a translation of the Dutch original provided for convenience only. In the event of any discrepancy, the Dutch text (Algemene Verkoopvoorwaarden) shall prevail.

ARTICLE 1. DEFINITIONS

1.1. In these general terms and conditions (the "Terms"), HCS means: Healthy Climate Solutions, trade name of Iconize BV, established in Driebergen.

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

1.3. In these Terms, End User means: the natural person or legal entity with whom the Counterparty has concluded an Agreement.

1.4. In these Terms, Equipment means, for example, a Healthy Climate Monitor (HCM), a Micro Climate Monitor (MCM) or an E-Missie Bol (EMB). The HCM is intended for monitoring behaviour and climate in livestock barns, the MCM for monitoring the microclimate in livestock barns, and the EMB for measuring emissions (including methane and ammonia) in livestock barns.

1.5. In these Terms, Manual means: the instructions and guidelines provided by HCS.

1.6. In these Terms, 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.

1.8. In these Terms, SDST means: HCS's Subscription and Data/Service Terms, which apply in addition to these Terms as soon as the Agreement (also) includes a subscription for data and/or service provision.

1.9. In these Terms, EmissieXpert means: the calculation tool offered by HCS with which emission calculations are made on the basis of Data from the Equipment.

ARTICLE 2. APPLICABILITY

2.1. These Terms apply to, and form an integral part of, all quotations and agreements of HCS.

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

2.3. If the Agreement (also) provides for a subscription for the use of HCS's data and/or service services, HCS's SDST also apply. In the event of a conflict between these Terms and the SDST, the SDST shall prevail to the extent the matter specifically concerns the subscription, the service and/or the data related thereto.

→ See the Subscription and Data/Service Terms (SDST), article 2.

ARTICLE 3. OFFERS, ACCEPTANCE AND AGREEMENT

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

3.2. Accepted Offers may be revoked by HCS up to 5 days after the date of acceptance by the Counterparty, but only if there is a manifest error or clerical mistake in the Offer (including an incorrect price or specification), or if, in HCS's judgement, the Counterparty's creditworthiness does not provide sufficient assurance that the Agreement will be performed. HCS shall notify the Counterparty of the revocation in writing as soon as possible and shall reimburse the costs the Counterparty has already reasonably incurred as a result.

3.3. HCS is only bound by the Counterparty's order once HCS has confirmed acceptance of the order in writing.

3.4. Changes to Offers or Agreements only take effect once accepted in writing by HCS.

3.5. The content of advertising media is not binding on HCS.

ARTICLE 4. PRICES

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

4.2. The agreed prices are based on the cost of materials, wages, levies/tariffs and exchange rates.

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

4.4. If an increase as referred to in article 4.3 takes place within three months of the conclusion of the Agreement, and Delivery has not (fully) taken place by that time, the Counterparty has the right to terminate the Agreement free of charge for the part not yet delivered, within 14 days of being notified of the increase.

ARTICLE 5. DELIVERY AND DELIVERY PERIOD

5.1. Delivery takes place CIP in accordance with the most recent version of the Incoterms, at the location stated in the Order.

5.2. The delivery date stated in the Order is approximate and may never be regarded by the Counterparty as a strict deadline.

5.3. Unless performance of the Agreement has undoubtedly become permanently impossible, the Agreement cannot be terminated by the Counterparty on the grounds of exceeding the delivery date.

5.4. HCS is entitled to make partial deliveries and to invoice partial deliveries separately.

5.5. If, in the case of a purchase of Equipment, the Counterparty does not accept Delivery on the agreed delivery date, the Equipment will be stored at the Counterparty's expense and risk.

ARTICLE 6. LICENCES AND REGULATIONS

6.1. The Counterparty is responsible for, and bears the risk of, obtaining any documents, permits and licences required.

6.2. If the Counterparty is not the End User, the Counterparty is responsible for arrangements regarding data and photographs.

→ For the terms regarding the collection, use, storage and sharing of data and photographs, see also the SDST, articles 7, 8 and 9.

6.3. Delivery takes place in accordance with the agreed specifications.

ARTICLE 7. RETENTION OF TITLE

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

7.2. If the Counterparty fails to fulfil its obligations, HCS is entitled at all times to reclaim delivered Equipment.

7.3. The Counterparty may use, process or sell the Equipment and/or Parts in the ordinary course of business.

7.4. All data and photographs collected by the Equipment are the property of the End User.

→ The terms for access to, use of, and sharing of this data with third parties are set out in more detail in the SDST, articles 7, 8 and 9.

ARTICLE 8. INSPECTION OBLIGATION

8.1. Objections due to an incomplete Delivery must be reported to HCS in writing immediately after Delivery, and no later than 5 working days after the delivery date.

8.2. Acceptance of the Delivery may not be refused by the Counterparty on account of minor defects.

8.3. Claims for defects that have not been reported are excluded from compensation.

8.4. The Counterparty has a best-efforts obligation to inspect the Delivery.

8.5. After notification to HCS, HCS will take appropriate measures as soon as possible.

ARTICLE 9. WARRANTY AND LIABILITY

9.1. The Equipment shall, at the time of delivery, be free from defects in material or workmanship. The warranty period for the housing is 24 months. The sensors and cameras are replaced in accordance with the arrangements in the maintenance contract. HCS warrants that the Equipment complies with the relevant European safety laws and regulations.

→ The subscription terms for maintenance and replacement of sensors and cameras during the term of the Subscription are set out in the SDST, article 5. For security updates and the vulnerability reporting obligation, see article 19 of these Terms.

9.2. If the Equipment does not comply with the warranties set out in article 9.1, HCS's sole obligation shall be limited to replacement, repair or crediting.

9.3. A claim under article 9.2 is admissible if the Counterparty complies with the stated conditions.

9.4. At HCS's instruction, the Counterparty shall return to HCS the Part causing the Material Defect.

9.5. The total amount of claims under the warranty shall not exceed the purchase price of the Equipment.

9.6. A Material Defect does not constitute grounds for termination unless HCS is unable to remedy it after repeated attempts.

9.7. The following items and/or costs are not covered under the warranty terms: wear parts, loss due to misuse, interventions by unqualified technicians.

9.8. HCS is not liable for consequences arising if the Equipment is used in a manner other than intended.

9.9. HCS is not liable for consequences of how the Counterparty handles photographs and data sent by the Equipment.

9.10. HCS is not liable for consequences relating to the use of parts not supplied by HCS.

9.11. The Counterparty shall notify HCS immediately if a third party must be engaged due to an emergency.

9.12. The Counterparty bears all costs relating to an unjustified warranty claim.

9.13. The warranty provisions may only be invoked by the Counterparty and not by customers of the Counterparty.

9.14. Claims for loss or damage shall be handled in accordance with article 14.

ARTICLE 10. FORCE MAJEURE

10.1. A complete or partial failure to perform shall not be regarded as a failure attributable to HCS if it results from a circumstance beyond HCS's control.

ARTICLE 11. PAYMENT TO HCS

11.1. All payments must be made within 30 days of the invoice date, without any deduction.

11.2. In the event of late payment, the Counterparty is liable for interest in accordance with article 6:119 of the Dutch Civil Code (BW).

11.3. All costs, both judicial and extrajudicial, are for the account of the Counterparty, with a minimum of EUR 300.

11.4. In the event of liquidation, bankruptcy or suspension of payment, the obligations become immediately due and payable.

11.5. HCS may require additional security for the fulfilment of the payment obligations.

ARTICLE 12. INTELLECTUAL PROPERTY RIGHTS

12.1. All intellectual property rights vested in the delivered Equipment and/or Parts are owned by, and remain vested in, HCS.

→ Intellectual property in the software, the platform and the dashboards of the Service is governed by the SDST, article 11.

ARTICLE 13. LIABILITY FOR DAMAGE

13.1. Neither party shall be liable for any indirect, incidental, punitive, special or consequential damages.

13.2. HCS's total liability towards the Counterparty under an Agreement is limited to the higher of (a) EUR 10,000, and (b) the total amount the Counterparty has paid to HCS under the relevant Agreement in the 12 months immediately preceding the event giving rise to the liability.

→ For damage specifically arising from the Subscription and/or the Service, the additional arrangement in the SDST, article 10, applies.

13.3. The limitations of liability shall not apply in the event of intent or gross negligence on the part of HCS.

13.4. All damage shall be compensated up to a maximum of the amount that can be claimed under the liability insurance.

13.5. The compensation applies to all instances of damage jointly arising from a Delivery.

13.6. Only damage suffered within 12 months of the Delivery date, and reported to HCS in writing within 14 days of discovery, is eligible for compensation.

13.7. Set-off of claims for damages not acknowledged by HCS is not permitted.

13.8. The Counterparty shall indemnify HCS against all claims by third parties.

13.9. (Legal) persons forming part of HCS may also invoke these provisions.

13.10. A liability arrangement deviating from article 13.2 may be agreed in the Order, in particular in the context of a public tender or an agreement with a government authority.

ARTICLE 14. COMPLIANCE WITH LEGISLATION

14.1. Each party warrants to the other party that it is fully authorised to enter into the Agreement.

14.2. If an import or export licence is required for the delivery, HCS may postpone its obligations.

ARTICLE 15. CONFIDENTIALITY

15.1. The Counterparty acknowledges that all technical, commercial, legal, tax and financial data constitute confidential information of HCS.

ARTICLE 16. GOVERNING LAW

16.1. The application of the Vienna Convention on the International Sale of Goods (CISG) is expressly excluded.

16.2. Every Agreement shall be governed exclusively by, and construed in accordance with, the laws of the Netherlands.

ARTICLE 17. TERMINATION

17.1. If the Counterparty fails to fulfil an obligation arising from the Agreement, fails to fulfil it properly, or fails to fulfil it in time, HCS is entitled to terminate the Agreement in whole or in part.

ARTICLE 18. DISPUTES

18.1. All disputes shall be submitted to the competent civil court.

18.2. If a provision conflicts with mandatory local law, only that provision shall be adjusted.

ARTICLE 19. SECURITY AND VULNERABILITY REPORTING

19.1. HCS takes appropriate technical and organisational measures to secure the Equipment and the related Service against cyber threats, in line with the Cyber Resilience Act (Regulation (EU) 2024/2847).

19.2. HCS shall provide security updates for the firmware and software of the Equipment for the duration of any Subscription, with a minimum of 1 year after the last sale of the relevant Equipment.

19.3. A vulnerability in the Equipment or the Service can be reported via security@healthyclimate.nl. HCS complies with its statutory reporting obligation towards the competent authorities, including the Dutch National Cyber Security Centre (NCSC), in the event of actively exploited vulnerabilities and serious security incidents.

19.4. If a serious security incident affects, or can reasonably be expected to affect, the Counterparty and/or End User, HCS shall inform the Counterparty thereof without undue delay.

ARTICLE 20. WASTE EQUIPMENT

20.1. Equipment that is no longer in use may be returned by the Counterparty to HCS or handed in at a recognised collection point for waste electrical and electronic equipment (WEEE), in accordance with the obligations resting on HCS as a producer under the Dutch Waste Electrical and Electronic Equipment Regulation.

20.2. HCS shall ensure the responsible processing and recycling of returned Equipment.