General Terms and Conditions of Modutec B.V.

ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the following terms, always indicated with a capital letter, are used with the following meanings.

1. Modutec: Modutec B.V., the user of these general terms and conditions, located at Vogelkersberg 2-A, 3755 BN in Eemnes, registered in the Trade Register under Chamber of Commerce number 60767928.
2. Client: any natural or legal person with whom Modutec has concluded or intends to conclude an Agreement.
3. Consumer: a Client, a natural person, not acting in the course of a profession or business.
4. Parties: Modutec and the Client collectively.
5. Agreement: any agreement between the Parties, pursuant to which Modutec has undertaken to perform Services for the Client.
6. Services: the activities to be performed by or on behalf of Modutec within the framework of the Agreement, including, but not limited to, the rectification of malfunctions or defects and the performance of analyses, concerning charging points and installations, as well as the installation and maintenance of charging points and installations.
7. Written: communication in writing, communication by e-mail or any other means of communication that, in view of the state of the art and the prevailing opinions in society, can be equated therewith.

ARTICLE 2. | GENERAL PROVISIONS

1. These general terms and conditions apply to every offer from Modutec and every Agreement.
2. These general terms and conditions also apply to Agreements for the performance of which third parties are involved by Modutec.
3. The applicability of any general terms and conditions of the Client, referred to by any name whatsoever, is explicitly rejected.
4. The provisions of these general terms and conditions can only be deviated from expressly and in writing. To the extent that what the Parties have expressly and in writing agreed deviates from the provisions of these general terms and conditions, what the Parties have expressly and in writing agreed applies.
5. The nullification or invalidity of one or more provisions of these general terms and conditions or the Agreement as such does not affect the validity of the other provisions. In such a case, the Parties are obliged to enter into consultations with each other in order to make a replacement arrangement regarding the affected provision. As far as possible, the purpose and purport of the original provision are taken into account.

ARTICLE 3. | OFFER AND FORMATION OF AGREEMENTS

1. Every offer from Modutec (including its quotations) is without obligation, even if a term of acceptance is stated therein. Modutec can revoke its offer immediately, or as soon as possible after its acceptance by the Client.
2. The Client cannot derive any rights from an offer from Modutec that contains an obvious mistake or error. Furthermore, the Client cannot derive any rights from an offer from Modutec that is based on incorrect or incomplete information provided by the Client.
3. An Agreement is concluded, notwithstanding the provisions of paragraph 1, at the moment when the offer from Modutec, in the manner designated for this purpose by Modutec, has been accepted by the Client. If the acceptance by the Client deviates from the offer from Modutec, the Agreement is not concluded in accordance with this deviating acceptance, unless Modutec indicates otherwise.
4. If the Client concludes the Agreement (partly) on behalf of another natural or legal person, he declares by entering into the Agreement that he is authorized to do so. In addition to this (legal) person, the Client is jointly and severally liable for the performance of the obligations arising from that Agreement.

ARTICLE 4. | THIRD PARTIES

1. Modutec is entitled to assign the execution of the Agreement, in whole or in part, to third parties and thus involve third parties in the execution of the Agreement. For the execution of the Works, Modutec may also engage independent auxiliary persons who are not subordinate to him. Modutec is not liable for errors or deficiencies of any independent auxiliary persons engaged by him, unless the law prohibits this under the given circumstances of the case.
2. Under no circumstances does Modutec accept any liability for damages resulting from errors or deficiencies of third parties with whom the Client has entered into an Agreement, even if this has been done upon recommendation or advice from Modutec.
3. These general terms and conditions are also stipulated for the benefit of any third parties involved by Modutec in the execution of the Agreement. Therefore, these third parties, to the extent that the right to performance of the provisions cannot exclusively be reserved for Modutec by their nature or purpose, can invoke the provisions of these general terms and conditions against the Client, as if they were themselves a party to the Agreement instead of Modutec.
4. It is possible that third parties as referred to in paragraph 1, and who are thus engaged by Modutec in connection with the execution of the Agreement, may wish to limit their liability in this regard. Modutec assumes, and if necessary stipulates hereby, that the Agreement concluded with him includes the authority to accept such a limitation of liability on behalf of the Client.

ARTICLE 5. | DEADLINES

1. Any execution and delivery deadlines to which Modutec has committed itself to the Client are merely indicative, non-binding deadlines. Modutec's compliance with these deadlines may also depend on the Client and/or third parties. If the non-timely performance is due to circumstances beyond Modutec's control, i.e., force majeure within the meaning of Article 11, Modutec's obligations shall be suspended for the duration of the force majeure situation. The provisions of the rest of Article 11 shall apply mutatis mutandis in such a case.
2. If the non-timely performance is due to circumstances attributable to Modutec, Modutec shall not be in default until after the Client has issued a Written notice of default to Modutec, specifying a reasonable period for performance in the notice of default, and Modutec remains in default after the expiration of the latter period.
3. If Modutec is dependent on data to be provided by the Client or other efforts to be made by the Client for the execution of the Agreement, and these data are not provided in a timely manner or these efforts are not made in a timely manner, Modutec is entitled to suspend the execution or delivery for the duration of the delay.
4. Modutec's default due to circumstances attributable to Modutec, as referred to in paragraph 2, entitles the Client to dissolve that part of the Agreement to which the default relates, but never entitles the Client to additional damages.

ARTICLE 6. | OBLIGATIONS OF THE CLIENT & EXECUTION OF WORKS

1. Modutec will execute the Agreement to the best of its knowledge and ability, in accordance with the requirements of good workmanship and, insofar as agreed in writing, in accordance with the requirements of an Agreement. All this on the basis of the state of the art available at that time and in accordance with the provisions of these general terms and conditions, if applicable.
2. The Client shall ensure the correct and timely execution of all facilities, provisions, and other conditions necessary for the proper performance of the Work. Furthermore, the Client shall, to the extent relevant given the nature of the Work, ensure at its own expense and risk that:
   • the persons employed by Modutec gain access to the place of execution within the agreed time frame in order to carry out the Work within that time frame;
   • the persons employed by Modutec can work free from mains voltage;
   • sufficient opportunity is provided for the delivery, storage, and/or removal of items used or processed in the execution of the Agreement, including devices, tools, other aids, and items to be installed or otherwise processed in connection with the execution of the Agreement;
   • the space where the Work is carried out is sufficiently accessible and that no work is carried out by third parties there without the consent of Modutec;
   • the access roads to the place of execution are suitable for the transport of all items necessary for the execution of the Work;
   • the persons employed by Modutec at and near the location of execution of the Work have free access to electricity and other facilities reasonably required;
   • all safety and precautionary measures that can reasonably be expected from the Client are taken and maintained during the execution of the Work, as well as that all measures are taken and maintained to comply with the applicable legal and other government regulations;
   • the Client timely possesses any permits and approvals from third parties that may be required for the Work, as well as any other data to be provided by the Client in the context of the execution of the Work;
   • the Client properly follows any other instructions expressly given by Modutec, such as, for example, the marking of parking spaces.
3. If the Client fails to fulfill its obligations as described in the preceding paragraphs, Modutec, without prejudice to the provisions of Article 12, is entitled to pass on any delay/waiting hours and any additional costs and damages incurred to the Client. In the event that the Work is suspended in accordance with the provisions of Article 12 and its execution is subsequently carried out outside office hours or on weekends, the Work will be performed against payment of the customary surcharge applied by Modutec, in addition to the regular price of the Work and the aforementioned delay/waiting hours, additional costs, and damages.

ARTICLE 7. | ADDITIONAL WORK

The Agreement encompasses solely the services explicitly and in writing agreed upon by the Parties. Modutec, notwithstanding the possibility for the Parties to make additional agreements, is never obligated to perform services that extend beyond the scope or content of what has been explicitly and in writing agreed upon by the Parties. Should the Parties agree that Modutec will undertake services outside the scope or content of the Agreement (additional work), these services will be invoiced to the Client at Modutec's standard hourly rate for such services.

ARTICLE 8. | CANCELLATION OF THE AGREEMENT

In the event that the Client proceeds with the premature cancellation of the Agreement, Modutec is entitled to claim compensation for the loss of profit resulting from the cancellation. This compensation amount corresponds to the sum to which Modutec would have been entitled if the Agreement had been terminated in the ordinary course of events. The foregoing does not affect the mandatory statutory rights of Consumers.

ARTICLE 9. | MAINTENANCE CONTRACTS

1. A maintenance contract, depending on what has been expressly agreed upon in writing, provides for preventive maintenance once a year concerning the specified asset in the contract and the rectification of malfunctions related to this asset, upon request of the Client. Unless expressly agreed upon otherwise in writing, malfunction reports will be addressed within two working days upon receipt of the report, provided that the provisions of Article 5 are applicable accordingly.
2. Unless expressly agreed upon otherwise in writing, the maintenance contract is entered into for a specified duration of 12 months.
3. Upon expiration of the specified duration as mentioned in the preceding clause, the maintenance contract is automatically renewed for another 12 months, unless the maintenance contract has been terminated in due time in accordance with the provisions of the following clause. Notwithstanding the previous sentence, a maintenance contract entered into with a Consumer is only eligible for automatic renewal for an indefinite period.
4. The maintenance contract terminates upon termination via email with a notice period of three months, but not earlier than the expiration of the specified duration. Notwithstanding the previous sentence, a Consumer has a notice period of one month.

ARTICLE 10. | INSPECTION AND COMPLAINTS

1. At the moment when it is communicated by or on behalf of Modutec to the Client that the Work has been completed, or it is reasonably apparent that the Work has been completed, the Client must immediately inspect whether the work has been properly executed, or whether the work is free from visible or otherwise recognizable defects. The said moment shall be deemed as the moment of completion of the Work.
2. Complaints regarding defects that are reasonably visible or otherwise recognizable at the time of delivery must be reported immediately upon delivery.
3. Complaints regarding defects that are reasonably not visible or otherwise not recognizable at the time of delivery must be submitted in writing to Modutec within two working days after the discovery of the defect, or within a period of two working days after the Client could reasonably have become aware of the defect.
4. If the Client does not complain in a timely manner or complains about delivered services that have been explicitly approved by the Client earlier, no obligation arises for Modutec from such a complaint by the Client.
5. Even if the Client complains in a timely manner, the obligation of the Client to make timely payment to Modutec shall remain, except to the extent that the law prohibits this for the benefit of the Consumer.

ARTICLE 11. | FORCE MAJEURE

1. Modutec shall not be obliged to fulfill any obligation from the Agreement if and for as long as he is hindered from doing so by a circumstance that cannot be attributed to him pursuant to the law, a legal act, or prevailing societal views. Force majeure shall be understood to mean, in addition to what is understood in legislation and case law, all external causes over which Modutec has no control and which make (further) performance of the Agreement impossible or seriously hindered, including extreme weather conditions and shortcomings of the Client or third parties.
2. If and to the extent that the force majeure situation permanently renders the performance of the Agreement impossible, the Parties are entitled to terminate the Agreement with immediate effect.
3. If Modutec has already partially fulfilled his obligations at the time the force majeure situation occurs, or can only partially fulfill his obligations, the Client shall remain liable for the price of the already performed part, or the part of the Agreement that can still be performed, as if it were a separate Agreement.
4. Notwithstanding the provisions of the preceding paragraph, damages as a result of force majeure shall never be eligible for compensation.

ARTICLE 12. | SUSPENSION AND TERMINATION

1. Modutec is entitled, if the circumstances of the case reasonably justify it, to suspend the performance of the Agreement or to terminate the Agreement in whole or in part with immediate effect if and to the extent that the Client fails to fulfill, fails to fulfill in a timely manner, or fails to fulfill completely his obligations under the Agreement, or if circumstances that have come to Modutec's knowledge after the conclusion of the Agreement give good reason to fear that the Client will not fulfill his obligations. If the performance of the Client's obligations in respect of which he fails or threatens to fail is not permanently impossible, the right to terminate arises only after the Client has been given Written notice of default by Modutec, in which notice of default a reasonable period is specified within which the Client can (still) fulfill his obligations, and performance has still not occurred after the expiration of the latter period.
2. If the Client is in a state of bankruptcy, has applied for (provisional) suspension of payments, the Debt Rescheduling (Natural Persons) Act applies to him, any attachment has been levied on his assets, or in cases where the Client otherwise cannot freely dispose of his assets, Modutec is entitled to terminate the Agreement with immediate effect, unless the Client has already provided sufficient security for the performance of his payment obligations.
3. The Client shall not be entitled to any form of compensation in connection with Modutec's exercise of the right of suspension or termination.
4. The Client is obliged to compensate Modutec for the damage suffered as a result of the suspension or termination of the Agreement.
5. If Modutec terminates the Agreement, all claims against the Client become immediately due and payable.

ARTICLE 13. | PRICES, COSTS, AND PAYMENTS

1. The offer from Modutec or the Agreement as such provides as accurately as possible an indication of the price factors and any additional costs, including but not limited to, a fixed lump sum, hourly rate, and any accommodation costs. Without explicit mention in the offer or the Agreement, the costs of any boat crossings and associated sailing time are additionally charged to the Client. In this case, sailing time is calculated based on the usual hourly rate applied by Modutec.
2. Modutec is entitled to pass on price increases of cost-determining factors over which it reasonably could not exert influence and which become apparent after the conclusion of the Agreement to the Client. Notwithstanding the foregoing, the Consumer is entitled to terminate the Agreement if the aforementioned pass-through occurs within three months after the conclusion of the Agreement, and Modutec explicitly refuses to continue to fulfill the Agreement under the originally agreed conditions.
3. Price changes due to changes in government levies, such as VAT rates, can be passed on to the Client by Modutec at any time.
4. Unless expressly agreed otherwise in writing, Modutec is entitled to demand full or partial advance payment or phased payment.
5. Modutec is not obliged to proceed with (further) implementation of Agreements as long as the Client is in default with the fulfillment of any due and payable payment obligation to Modutec.
6. Payments must be made in the manner prescribed by Modutec, within the term stated on the relevant invoice. Modutec uses a standard payment term of 30 days after the invoice date but may deviate from this in individual cases.
7. Modutec is entitled to make the invoices due to the Client available exclusively by email.
8. In the event of automatic collection of payments, the Client is liable for administration costs to be determined reasonably by Modutec if a payment is reversed or cannot be collected automatically for other reasons. In that case, Modutec may demand the outstanding payment, including the aforementioned administration costs, by transfer.
9. The Client is always obliged to pay without any right to suspend or set off, except insofar as the law prohibits this for the benefit of the Consumer.
10. If the Client liquidates his business or transfers it to a third party, is declared bankrupt, applies for (provisional) suspension of payment, is subject to the Debt Restructuring (Natural Persons) Act, has any attachment imposed on his assets, or is otherwise unable to freely dispose of his assets, the claims against the Client become immediately due and payable.
11. If timely payment is not made, the Client is in default by operation of law. From the day that the Client defaults, the Client owes interest of 2% per month on the outstanding amount, with a part of a month being considered a full month. Notwithstanding the foregoing, in place of the contractual interest referred to therein, the statutory interest applies if the Client acts as a Consumer.
12. All reasonable costs, such as judicial, extrajudicial, and execution costs, incurred to obtain amounts due from the Client, are for the account of the Client.

ARTICLE 14. | LIABILITY AND INDEMNIFICATION

1. The Client bears the damage caused by inaccuracies in the Work assigned by him, inaccuracies in the work methods and data requested by the Client, any other failure to fulfill the Client's obligations arising from the law or the Agreement, as well as any other circumstance that cannot be attributed to Modutec.
2. Modutec is never liable for indirect damage, including but not limited to lost profits and damage due to business interruption. Modutec is, notwithstanding the provisions of these general terms and conditions and in particular the provisions of clause 4 of this article, only liable towards the Client for direct damage suffered by the Client as a result of an attributable shortcoming of Modutec in the performance of the Agreement. An attributable shortcoming is understood to mean a shortcoming that a careful and expert professional can and should avoid, taking into account normal care and the professional knowledge and resources required for the execution of the Agreement. Direct damage is exclusively understood to mean:
   • reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage that qualifies for compensation under these general terms and conditions;
   • any reasonable costs incurred to ensure that Modutec's defective performance complies with the Agreement, insofar as these costs can be attributed to Modutec;
   • reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage in the sense of these general terms and conditions.
3. If, despite the provisions of these general terms and conditions, Modutec is liable for any damage, Modutec always has the right to repair this damage. The Client must provide Modutec with the opportunity to do so, failing which any liability of Modutec in this respect lapses.
4. The liability of Modutec is limited to the maximum restoration of the Work to which Modutec's liability relates. If restoration is not possible, Modutec's liability is limited to a maximum of the invoice value of the Agreement, or that part of the Agreement to which Modutec's liability relates, provided that Modutec's liability will never exceed the amount that, in the relevant case, is actually paid out under Modutec's business liability insurance, increased by any deductible applicable to Modutec under that insurance.
5. The Client indemnifies Modutec against any claims by third parties who suffer damage in connection with the performance of the Agreement and whose cause is attributable to someone other than Modutec. If Modutec is held liable by third parties in this respect, the Client is obliged to provide Modutec with both extrajudicial and judicial assistance and to take immediately all reasonable measures that may be expected of him in that case. If the Client fails to take adequate measures, Modutec is entitled, without notice of default, to take action itself. All costs and damages incurred by Modutec and third parties as a result thereof are fully borne by and at the risk of the Client.
6. Contrary to the statutory limitation period, the limitation period for all claims and defenses against Modutec is one year.
7. The liability-limiting clauses in these general terms and conditions are also agreed for the benefit of the director(s), officer(s), and employees of Modutec.

ARTICLE 15. | PERSONAL DATA

1. Modutec needs to have personal data for the delivery of its goods and the performance of its activities. All personal data provided by the Client are processed by Modutec exclusively for the purpose of entering into and executing agreements. Any limitations of the Internet regarding the protection of personal data are beyond the control of Modutec and cannot be attributed to Modutec.

ARTICLE 16. | FINAL PROVISIONS

1. Dutch law exclusively applies to every Agreement and all legal relationships arising therefrom between the Parties.
2. Parties shall not resort to the courts until they have made every effort to settle the dispute amicably.
3. To the extent permitted by law and unless stipulated otherwise under the given circumstances, only the competent court within the jurisdiction of Modutec's place of establishment is designated to hear any judicial disputes between the Parties.