GENERAL TERMS AND CONDITIONS
RAILLIGHTING B.V.

Article 1: Applicability

1.1. Raillighting B.V. is referred to in these terms and conditions as the contractor. The other party is referred to as the client.

1.2. These terms and conditions apply to all offers made by Raillighting, to all agreements it concludes and to all agreements arising from these, insofar as Raillighting is the contractor.

1.3. In the event of a conflict between a provision in the agreement concluded and these terms and conditions, the provision in the agreement shall prevail.

Article 2: Offers

2.1. All offers made by the contractor are without obligation and revocable, including offers that include a term for acceptance. The contractor has the right to revoke his offer up to two working days after acceptance has been received by him.

2.2. The prices quoted by the contractor in the offer are in euros exclusive of value added tax and other government levies or taxes. The prices are also exclusive of travel, accommodation, packaging, storage and transport costs, costs for loading, stowing, unloading and cooperation with customs formalities.

2.3. Unless otherwise specified, the offer does not include:

groundwork, piling, cutting, breaking, foundation work, carpentry, plastering, painting, wallpapering, repair work or any other construction work;

1. the installation of gas, water, electricity, internet or other infrastructure connections;

measures to prevent or limit damage, theft or loss at or near the workplace;

removal of materials, soil, building materials or waste;

vertical and horizontal transport.

Article 3: Confidentiality

3.1. All information provided to the client by or on behalf of the contractor (such as offers, designs, images, drawings and know-how) of any nature and in any form whatsoever is confidential. The client will only use this information for the performance of the agreement. He will not disclose or reproduce the information.

3.2. If the client breaches an obligation under paragraph 1, it shall owe an immediately payable fine of €25,000 per breach. The contractor may claim this fine in addition to compensation under the law.

3.3. The client must return the information referred to in paragraph 1 upon first request, within a period set by the contractor, at the contractor's choice, or destroy it in a manner to be determined by the contractor, without being allowed to retain any copy in any form whatsoever. In the event of a breach of this provision, the client shall owe the contractor an immediately payable fine of €1,000 per day. The contractor may claim this fine in addition to compensation under the law.

Article 4: Advice and information provided

4.1. The client cannot derive any rights from advice and information provided by the contractor that does not relate to the assignment.

4.2. If the client provides information to the contractor, the contractor may rely on the accuracy and completeness of this information when making an offer and executing the agreement.

4.3. The contractor is not under any obligation to warn about, or independently investigate, any inaccuracies in the assignment, defects and unsuitability of property originating from the client, or errors or defects in plans, drawings, calculations, specifications or implementation instructions provided by the client.

4.4. The client indemnifies the contractor against any claims from third parties in connection with (the use of) information provided by or on behalf of the client. This includes advice, instructions, drawings, calculations, designs, materials, brands, samples and models. The client shall compensate the contractor for any damage suffered. This also includes the full costs of legal defence.

Article 5: Delivery time

5.1. All delivery times, including any delivery date, week, month, term or execution period specified in these terms and conditions, are indicative.

5.2. The delivery time shall only apply if the client and contractor have reached agreement on all commercial and technical details on time, all information, including final and approved drawings and suchlike, has been received by the contractor, all property to be made available by the client has been received by the contractor, the agreed (instalment) payment has been received on time and the other conditions for the execution of the order have been met. If the delivery time no longer applies, the contractor may determine a new delivery time, while taking his schedules into account.

5.3. The delivery time shall no longer apply if circumstances arise that were unknown to the contractor when the delivery time was specified and that circumstances are at the expense and risk of the client, including changes to the order, additional or less work, or suspension by the contractor. If the delivery time no longer applies, the contractor may determine a new delivery time, taking into account its schedule.

5.4. The client must compensate the contractor for all costs and damage incurred or suffered by the contractor as a result of a change in the delivery time as referred to in paragraphs 2 and 3, without notice of default being required.

5.5. Exceeding the delivery time does not entitle the client to compensation or full or partial dissolution. The client indemnifies the contractor against claims from third parties as a result of exceeding the delivery time.

Article 6: Delivery and transfer of risk

6.1. Delivery shall take place at the moment that the contractor makes the property available to the client at his business location and has notified the client thereof. From that moment on, the property shall be at the client's risk.

6.2. If, after the agreement has been concluded, the contractor nevertheless provides all or part of the transport at the request of the client, or if the client provides assistance in this regard (such as storage, loading, stowage or unloading), this will be at the expense and risk of the client. The client must insure itself against these risks.

6.3. If, after delivery, transport is carried out by or on behalf of the client and the contractor needs to have access to (transport) documents in the client's possession, the client must make those documents available to the contractor upon first request and free of charge.

6.4. In the event of a trade-in and the client retaining possession of the property to be exchanged pending delivery of the new property, the risk of the property to be exchanged shall remain with the client until such time as he has transferred possession of it to the contractor. If the client is unable to deliver the property to be exchanged in the same condition as it was when the agreement was concluded, the contractor may terminate the agreement in whole or in part.

Article 7: Price adjustments

Contractor is entitled to charge the client for any increase in cost-determining factors that has occurred after the agreement was concluded. The client must pay the price increase at contractor's first request.

Article 8: Force majeure

8.1. Should the contractor be unable to fulfil its obligations due to circumstances beyond its actual control, the same cannot be attributed to it and force majeure shall apply. In such case, the contractor shall not be liable for any damage suffered by the client as a result. Except as provided for in the fourth paragraph of this article, the client is also not entitled to completely or partially terminate the agreement in such case.

8.2. The circumstances referred to in the first paragraph of this article include, in any case, civil war or threat of civil war, terrorism, riots, outbreaks of infectious diseases and the resulting government measures or advice, natural disasters, extreme weather conditions, import or trade restrictions, explosion, fire, water damage, sabotage, cybercrime, disruption of digital infrastructure, disruptions in the supply of energy, (partial) loss, theft or misplacement of tools, materials or information, machine defects, roadblocks, blockades of railways, waterways or airports, strikes or work stoppages, staff shortages and the circumstance that third parties engaged by the contractor, such as suppliers, subcontractors and transporters, or other parties on which the contractor depends, do not fulfil their obligations or do not fulfil them on time.

8.3. The contractor has the right to suspend the fulfilment of its obligations if it is temporarily prevented from fulfilling its obligations to the client due to force majeure. Once the force majeure situation has ended, the contractor will fulfil its obligations as soon as its schedule allows.

8.4. If there is a case of force majeure and fulfilment is or becomes permanently impossible, or if the temporary force majeure situation has lasted for more than six months, the contractor is authorised to terminate the agreement in whole or in part with immediate effect. In such cases, the client is entitled to terminate the agreement with immediate effect, but only for that part of the obligations that has not yet been fulfilled by the contractor.

8.5. The parties are not entitled to compensation for any damage suffered or to be suffered as a result of force majeure, suspension or dissolution as defined in this article.

Article 9: Extra work

Extra work will be charged based on the prices applicable with the contractor at the time the extra work is performed. The client has to pay the price of the extra work at the contractor's first request.

Article 10: Execution of the work

10.1. The client shall ensure that the contractor can execute the work safely, undisturbed, uninterrupted and at the agreed time. The client shall, at its own expense and risk, in any case ensure that:

all permits, exemptions and other decisions necessary to carry out the work are obtained in good time. The client is obliged to provide the contractor with a copy of the aforementioned documents at the contractor's first request;

the contractor is informed in writing and in good time about all (safety) regulations applicable at the location;

the contractor has at his disposal all the necessary assistants, tools and facilities (such as gas, water, electricity, internet, access roads suitable for any necessary transport, lifting and hoisting cranes, sanitary facilities and a lockable dry storage area) for the execution of his work; all work necessary for the execution of the work and which does not form part of the agreement has been completed in a timely manner.

10.2. The client bears the risk and is liable for any damage to, theft or loss of all property located at or near the place where the work is being carried out or at another agreed location, such as the delivered or to-be-delivered property, tools, materials intended for the work or equipment used in the performance of the work. This does not apply if the client proves that the damage, theft or loss was caused by the contractor 's own fault.

10.3. Without prejudice to the provisions of paragraph 2 of this article, the client has to take out adequate insurance against the risks specified in that paragraph. In the event of damage, the client is under the obligation to report this immediately to their insurer for further processing and settlement.

Article 11: Completion of the work

11.1. The work shall be deemed to have been completed if:

the client has approved the work;

the work has been put into use. If part of the work has been put into use, that part shall be deemed to have been accepted as completed;

the contractor has notified the client in writing that the work has been completed and the client has not notified the contractor in writing within 14 days of the date of this notification that the work has not been approved;

the client does not approve the work on the basis of minor defects or missing parts that can be repaired or delivered within 30 days and that do not prevent the work from being put into use.

11.2. The contractor is under no obligation to provide the client with a dossier as defined in Section 7:757a of the Dutch Civil Code relating to the completed project to be delivered (a “handover or completion dossier”).

11.3. Should the client not approve the work, he is obliged to notify the contractor in writing, stating the reasons. The client is obliged to give the contractor the opportunity to complete the work.

Article 12: Liability

12.1. If the contractor is liable on any grounds whatsoever, that liability shall at all times be limited as specified in the following paragraphs.

12.2. If the contractor has taken out insurance that provides cover, the contractor's obligation to compensate for damage is limited to the amount paid out under this insurance in the given case.

12.3. If the contractor does not have insurance as referred to in the previous paragraph or if, for whatever reason, no amount is paid out under such insurance, the obligation to compensate for damage is limited to a maximum of 15% of the order amount (excluding VAT). If the agreement consists of components or partial deliveries, this obligation is limited to a maximum of 15% (excluding VAT) of the order amount of the component or partial delivery in connection with which the contractor's liability arose. In the case of a continuing performance contract, the obligation to compensate for damage is limited to a maximum of 15% (excluding VAT) of the order value over the last twelve months prior to the event causing the damage.

12.4. The following are not eligible for compensation:

1. consequential damage. Consequential damage includes: stagnation damage, loss of production, loss of profit, lost savings and subsidies, tax disadvantages, wasted costs, internal costs incurred by the client, reduced goodwill and reputational damage, fines, damage resulting from the client's liability to third parties, damage related to damage, destruction or loss of data or documents, transport costs and travel and accommodation expenses, storage costs, costs for replacement equipment and labour, and costs related to recalls.;

1. damage caused while in custody. Damage caused while in custody is understood to mean damage caused by or during the performance of the work to property being worked on or to propertyPr located in the vicinity of the place where the work is being performed;

1. damage to or caused by or with equipment made available to the contractor;

damage caused by intent or deliberate recklessness on the part of auxiliary persons or non-managerial subordinates of the contractor;

1. damage to materials supplied by or on behalf of the client, including as a result of improper handling, assembly, installation or fitting.

The client must, if possible, insure themselves against such damage.

12.5. The client indemnifies the contractor against all claims from third parties resulting from a defect in a product supplied by the client to a third party and of which the products or materials supplied by the contractor form part. The client must compensate the contractor for all damage suffered in this connection, including the full costs of defence.

12.6. Any claim for compensation by the client shall expire twenty-four months after it arose, unless the client has brought that claim before the competent court before the expiry of that period.

Article 13: Warranty and other claims

13.1. Unless otherwise agreed in writing, the contractor guarantees the proper performance of the agreed work for a period of six months after handover, as further elaborated in the following paragraphs.

13.2. If the parties have agreed on different warranty conditions, the provisions of this article shall apply, if and to the extent that they are contrary to those different warranty conditions.

13.3. The client must fully cooperate, free of charge, with any investigation by or on behalf of the contractor into a complaint by the client about the performance of the work. Failure to do so will result in the client forfeiting all rights in connection with that complaint.

13.4. If the contractor has rejected a complaint about the work performed on valid grounds, the client must reimburse all reasonable costs incurred in connection with investigating the complaint.

13.5. If the agreed performance has not been properly carried out, the contractor will decide whether to still carry it out properly, replace the delivered property in whole or in part, or credit the client for a reasonable portion of the contract sum.

13.6. If the contractor chooses to still perform the work properly or to replace the delivered property in whole or in part, the client will in all cases offer him the opportunity to do so. The contractor will determine the manner and time of performance himself. If the agreed performance consisted (in part) of processing material supplied by the client, the client shall supply new material at its own expense and risk

13.7. Property to be repaired or replaced by the contractor must be sent to him by the client. Transport, shipping, dismantling and assembly are at the expense and risk of the client. In addition, any travel, accommodation and travel hours are at the expense of the client. The contractor is entitled to demand security or advance payment for these costs.

13.8. The contractor is only obliged to implement the warranty once the client has fulfilled all its obligations.

13.9. a. The warranty does not cover defects resulting from:

- normal wear and tear;

- improper use;

- failure to perform maintenance or incorrect maintenance;

- installation, assembly, disassembly, modification or repair by the client or by third parties;

- deficient or unsuitable property, materials or any auxiliary equipment supplied or prescribed by the client.

b. No warranty is given on:

- delivered property that was not new at the time of delivery;

- the inspection, repair and overhaul of property;

- property covered by a manufacturer's warranty;

- property for which a warranty has been provided to the client by third parties.

13.10. The provisions of paragraphs 3 to 8 of this article apply mutatis mutandis to any claims by the client on the grounds of breach of contract, non-conformity or any other basis whatsoever.

Article 14: Obligation to complain

14.1. The client may no longer invoke a defect in performance if he has not complained about this in writing to the contractor within fourteen days after he discovered the defect or should reasonably have discovered it.

14.2. On pain of forfeiting all rights, the client must submit a written complaint about the invoice to the contractor within the payment term. If the payment term exceeds thirty days, the client must submit a written complaint no later than thirty days after the invoice date.

Article 15: Unaccepted properties

15.1. Upon expiry of the delivery period, the client is obliged to factually accept the property that is the subject of the agreement at the agreed location.

15.2. The client shall provide all cooperation free of charge to enable the contractor to deliver.

15.3. Any not accepted properties will be stored at the client's expense and risk.

15.4. In the event of a breach of the provisions of paragraph 1 or 2 of this article, the client shall, after the contractor has given notice of default, owe the contractor a fine of €250 per day per breach, up to a maximum of €25,000. This fine may be claimed in addition to compensation under the law.

Article 16: Payment

16.1. Payment shall be made at the place of business of the contractor or to an account designated by the contractor.

16.2. Unless otherwise agreed, payment shall be made within 30 days of the invoice date.

16.3. If the client fails to meet his payment obligation, he is obliged, instead of paying the agreed price, to comply with a request from the contractor for payment in kind

16.4. The client's right to set off its claims against the contractor or to suspend the fulfilment of its obligations is excluded, unless the contractor is in suspension of payments or bankruptcy or the statutory debt restructuring applies to the contractor.

16.5. Regardless of whether the contractor has fully performed the agreed work, everything that the client owes or will owe to the contractor under the agreement shall be immediately due and payable if:

1. a payment term has been exceeded;

1. the client fails to fulfil its obligations under Article 15;

1. the client has not provided security at first request pursuant to Article 17 of these terms and conditions;

1. the client has filed for bankruptcy or a suspension of payments;

1. seizure of the client's property or claims;

1. the client (company) is dissolved or liquidated;

1. the client (natural person) requests to be admitted to statutory debt restructuring, is placed under guardianship or has died.

16.6. In the event of late payment, the client shall owe interest on the amount payable to the contractor from the day following the agreed payment deadline up to and including the day on which the client has made the payment. If the parties have not agreed on a payment deadline, interest shall be payable from 30 days after the payment became due. The interest rate is 12% per annum, but is equal to the statutory interest rate if this is higher. For the purpose of calculating interest, part of a month is considered a full month.

At the end of each year, the amount on which the interest is calculated is increased by the interest due for that year.

16.7. The contractor is authorised to set off its debts to the client against claims that companies affiliated with the contractor have against the client. In addition, the contractor is authorised to set off its claims against the client against debts that companies affiliated with the contractor have to the client. Furthermore, the contractor is authorised to set off its debts to the client against claims on companies affiliated with the client. Affiliated companies are all companies that belong to the same group as defined in Section 2:24b of the Dutch Civil Code and a participating interest as defined in Section 2:24c of the Dutch Civil Code.

16.8. In the event of late payment, the client shall owe the contractor all extrajudicial costs, with a minimum of €75. These costs shall be calculated on the principal sum based on the following table:

- on the first €3,000 15%

- on the surplus up to €6,000 10%

- on the surplus up to €15,000 8%

- on the surplus up to €60,000 5%

- on the surplus of € 60,000 or more 3%

The actual extrajudicial costs incurred are payable if they exceed the amount calculated above.

16.9. If in legal proceedings the contractor is wholly or largely vindicated, all costs incurred by the contractor in connection with these proceedings shall be borne by the client.

Article 17: Collaterals

17.1. The client is obliged, at the contractor's first request and at the contractor's assessment, to provide sufficient collateral for all payments owed by the client to the contractor under the agreement. If the client fails to comply with this within the specified period, it will immediately be in default. In such an event, the contractor will be entitled to terminate the agreement and recover its losses from the client.

17.2. The contractor remains the owner of the delivered goods as long as the client has not fulfilled its obligations under any agreement with the contractor, including claims such as damages, penalties, interest, and costs.

17.3. If, after the property has been delivered to the client by the contractor in accordance with the agreement, the client has fulfilled its obligations, the retention of title with regard to this property will be revived if the client fails to fulfil its obligations under a later agreement.

17.4. For as long as the delivered property is subject to retention of title, the client may not encumber or dispose of it outside the normal course of business. This clause has property law effect.

17.5. After the contractor has invoked its retention of title, it may retrieve the delivered property. Client shall fully cooperate in this regard.

17.6. In the event of a breach of the provisions of paragraph 5 of this article, the client shall, after the contractor has given notice of default, owe the contractor a penalty of €250 per day per breach, up to a maximum of €25,000. This penalty may be claimed in addition to any compensation due under the law.

17.7. The contractor has a right of pledge and a right of retention on all property that it has or will receive from the client for any reason whatsoever and on all claims that it has or may have against the client.

Article 18: Intellectual property rights

18.1. The contractor shall be regarded as the creator, designer, originator or inventor of the works, models, drawings or inventions produced within the framework of the agreement. The contractor holds the exclusive right to apply for a patent, trademark or design.

18.2. In the performance of the agreement, the contractor will not transfer any intellectual property rights to the client.

18.3. If the performance to be delivered by the contractor consists (in part) of the delivery of computer software, the source code will not be transferred to the client. The client will only obtain a non-exclusive, worldwide and perpetual user licence for the computer software for the purpose of normal use and proper functioning of the property.

18.4. The client is not permitted to transfer the licence or to issue a sub-licence. This provision has property law effect. Only in the event of resale of the property in connection with which the contractor has supplied the computer software will the licence be transferred to the purchaser of the property under the same conditions and restrictions as set out in this article, provided that the purchaser of the property has accepted these conditions in writing.

18.5. The contractor is not liable for damage suffered by the client as a result of an infringement of third-party intellectual property rights.

18.6. Client indemnifies contractor against any claims from third parties relating to an infringement of intellectual property rights.

Article 19: Transfer of rights or obligations

Client may not transfer or pledge any rights or obligations under any article of these general terms and conditions or the underlying agreement(s) without the prior written consent of the contractor. This clause has property law effect.

Article 20: Termination or cancellation of the agreement

20.1. Client is not authorised to fully or partially terminate or cancel the agreement.

20.2. The contractor may agree to a request to terminate the agreement. In that case, the client shall owe compensation of at least 20% of the agreed or budgeted price. The contractor is entitled to demand higher compensation or to impose further conditions on its agreement.

Article 21: Applicable law and competent court

21.1. Dutch law applies. The Vienna Sales Convention (C.I.S.G.) or any other international regulation whose exclusion is permitted does not apply.

21.2. The District Court of Rotterdam shall have jurisdiction to hear disputes

arising from or related to the agreement.