CyberHydra B.V. General Terms and Conditions of Sale

(Version 1.1, 28 January 2022)

1. General

Orders from customer (“Buyer”) that are accepted by CyberHydra B.V. (“Seller”) are subject to the terms and conditions herein (“General Terms and Conditions of Sale”). No variation of these terms and conditions will be binding upon Seller, unless agreed to in writing.

In case of conflict, inconsistency, or addition not expressly accepted in writing by Seller, the terms and conditions provided herein shall be considered as superseding the conflicting, inconsistent, or addition terms stated in Buyer’s purchase order, order form, contract, or otherwise. The acceptance of an order will supersede all prior communications and constitute a complete and binding agreement between the parties, which cannot be modified or cancelled unless agreed otherwise in writing.

Seller’s acceptance of customer’s orders is expressly made conditional on Buyer’s acceptance of these terms and conditions.

2. Conclusion of purchase agreement

Seller’s quotations shall be non-binding and subject to change, unless indicated otherwise in writing.

Buyer’s order constitutes a legally binding offer to enter into a purchase agreement. The acceptance of an order shall be by way of a written confirmation by Seller (including by e-mail). If no written confirmation is issued, an agreement (subject to these terms and conditions) shall take effect by placing at disposal the products to Buyer.

3. Cancellation

Buyer shall not have the right of cancellation after conclusion of an agreement in accordance with article 2 above, except upon the written consent of Seller. When cancellation is accepted by Seller, Seller is entitled to make a cancellation charge up to 25% of the purchase price.

4. Delivery

Seller shall endeavour to comply with, but will not guarantee, shipping data and loading and routing instructions. Seller reserves the right to allow prorate shipments against all orders whenever, in its judgement, an oversold condition exists as to any particular product manufactured or sold by it. In the event of a default by Buyer, Seller may decline to make further shipments without waiving any of its right under such order. If, despite such default, Seller elects to continue to make such shipment, its action shall not constitute a waiver regarding, or otherwise diminish, Seller’s legal remedies with respect to such default or any future default.

All sales are made EXW factory (Incoterms 2020), and Buyer shall pay all freight, duties, cartage, handling, and any related insurance. Title and risk of loss or damage shall pass from Seller to Buyer upon Seller’s putting the products purchased hereunder in good condition into the possession of a common carrier, such carrier acting as Buyer’s agent.

Seller shall not be liable for any damages, loss, or penalty as a result of any delays in manufacturing or delivery of the products. All claims by Buyer for damage, loss, or delays in transit shall be made by Buyer against the carrier, and Seller shall have no responsibility or obligation with respect to any such damage. If Seller arranges transportation for Buyer, such arrangement shall be at Buyer’s sole risk and expense, and transfer of title and risk of loss as specified above shall not be affected. Buyer shall pay any increase in transportation costs that are charged to Seller subsequent to its invoice to Buyer, including any fuel surcharges.

Buyer shall inspect goods immediately upon delivery and shall notify Seller in writing of any claims for damage, defects, or shortage within 10 business days after receipt of the products. Failure to do so will relieve Seller of liability for any such claims, and products shall be deemed to be accepted by Buyer. Seller is not liable for any defects if Buyer has failed to properly inspect the products.

If Buyer rightfully rejects any non-conforming products within the time provided herein, Buyer shall return the products to Seller, at Seller’s expense, within 24 hours after rejection.

5. Payment terms

Payment will be in euros. Seller will send an invoice after delivery of the products to Buyer. Payment of the invoice will take place within 30 days of its receipt.

Buyer shall be automatically deemed in default upon expiration of the applicable period for payment, without the need for a default notice to be issued. During any period of default, the price shall bear interest at the applicable statutory rate for default interest. Seller reserves the right to claim additional damages for default. Buyer is not authorised to set off invoice amounts owed against amounts that the Buyer owes the Seller.

6. Prices

Prices are listed in euros. Irrespective of any prices quoted by Seller or listed on Buyer’s order, an order is accepted only at the prices shown on Seller’s written quotation. Installation of utilities for equipment is not included in the specified price.

Charges associated with VAT, transport and delivery, taxes, and import duties will be assessed to Buyer at the time of sale and will be included in the invoice.

7. Taxes

Unless otherwise agreed in writing, the agreed prices for the products exclude, in any event, VAT, transport and delivery costs, taxes, import duties, insurance costs, any costs for installation and instruction costs.

8. Force majeure

Seller is not obliged to fulfil any obligations arising from an agreement if it is prevented from doing so by any circumstance that is not its fault and cannot be deemed to be its responsibility in accordance with law, legal action, or generally accepted views.

9. Insurance

Seller has taken out adequate insurance and will keep itself adequately insured to conduct business with an acceptable level of risk. Accordingly, Seller will not accept requirements of any Buyer for minimum levels of insurance coverage.

10. Intellectual property

Seller reserves the title and all rights to all plans, specifications, software, and technical data (Seller’s “Intellectual Property”), including, but not limited to, trade secrets, drawings, flow diagrams, layout details, specifications, and computer programs supplied by Seller, and all such Intellectual Property belongs to and remains the property of Seller. Intellectual Property shall mean any and all intellectual property rights related to products sold by Seller to Buyer, as they are now or may exist in the future.

Buyer understands and agrees that Buyer has a non-exclusive license to use Seller’s Intellectual Property only to the extent necessary to use the products purchased from Seller. Buyer may not share such Intellectual Property with any other person or entity, or disclosure same to any other person, and shall agree to hold such Intellectual Property in strict confidence. Buyer will take every precaution and will execute any instrument necessary to maintain confidentiality of Seller’s Intellectual Property.

Buyer understands and acknowledges that Seller’s Intellectual Property gives Seller a competitive advantage in the industry and Seller would be irreparably harmed by any infringement, violation, or misappropriation of its Intellectual Property. Seller may enforce this paragraph through any and all legal action.

11. Assignment

Seller reserves the right to assign all or part of the agreement, and/or the ability to fulfil any agreements between Seller and Buyer, to any of its subsidiaries and/or affiliates as it sees fit, without notice to buyer. No right or interest may be assigned by Buyer without prior written consent by Seller.

12. Warranty

Except as specified below, products sold hereunder shall be free from defects in materials in workmanship, and shall conform to Seller’s specifications for one year from the date of shipment or its useful life, whichever is less. The foregoing warranty does not apply to any products which have been subject to misuse, neglect, accident, modification, abuse, and/or standard wear and tear for this type of product. No warranty shall be provided for used equipment, including demo equipment.

Excluded from this warranty is all standalone computer and data storage equipment not manufactured by the Seller (including, but not limited to, computers, monitors, printers, switches). Such equipment will carry only the original manufacturer’s warranty.

In case of a complaint, Buyer must give Seller an opportunity to review the complaint, particularly by making available respective products and their packaging to Seller for inspection. At Seller’s request, the products subject to complaint must be sent back to Seller. Buyer must contact Seller in advance for authorisation to return equipment and must follow Seller’s shipping instructions. Transport to Seller is Buyer’s responsibility. In the event of a justified defect complaint, Seller shall reimburse the costs of the least expensive transport method.

If the products are in fact defective, Seller will cover the necessary expenses for the purpose of examining the products and effecting supplementary performance, particularly including transport, labour, and material costs. Supplementary performance shall not include either dismantling or removing the defective item or re-installing a non-defective item. However, if Buyer’s request to remedy a defect provided to be unjustified, Seller may require Buyer to reimburse Seller’s costs.

If the products are defective, Seller may be entitled to its choice of supplementary performance, either by rectifying the defect (repair), or by providing a new, non-defective item (replacement). If it is not possible to effect supplementary performance or if the attempt to supplementary performance is unsuccessful, or if the reasonable period for effecting supplementary performance has expired, Buyer may, at its election, rescind the agreement and reduce the purchase price. However, there is no right of rescission in case of minor defects.

13. Limitation of liability

Buyer agrees to indemnity, protect, and save harmless Seller from all claims, demands, and causes of action of every kind and character caused by or alleged to be caused, arising out of, or in connection with any use of the products by Buyer that is inconsistent with Seller’s instructions and specifications regarding such product or any other misuse or abuse of such products.

14. Compliance with laws

Buyer understands that exports and re-exports of Seller’s products and any related software or service maybe subject to Dutch, European, U.S., and foreign trade controls, customs, anti-boycott and economic sanction laws, regulations, rules, and orders. In addition to any other remedy it may have, Seller may suspend or cancel the delivery of the products or service if Seller has not received all export-related documentation requested by Seller, including end-user certificates, Seller has not received the governmental approvals that Seller deems to be required, or Seller believes that such activity may violate any export laws or Seller’s own compliance policies.

15. Applicable law and forum selection

The agreement created hereby shall be interpreted and construed under the laws of the Netherlands, without regard to the choice of law provisions thereof and not including the U.N. Convention on Contracts for the international Sale of Goods.

The place and exclusive (and international) jurisdiction for any and all disputes arising out of or in connection with the Seller’s business relations with the Buyer shall be The Hague, the Netherlands.

16. Severability

If individual provisions of these terms and conditions should be void or invalid in whole or in part, this shall not affect the validity of the remaining provisions. In place of any provisions which are invalid or not incorporated into the agreement primarily the statutory provisions shall apply. In all other cases, Parties shall agree a valid provision to replace the invalid or unenforceable provision which reflects as closely as possible the original purpose.