GENERAL TERMS AND CONDITIONS OPTIFITS B.V.

Article 1 - Definitions.

1.1. OptiFits B.V., established at [address], registered with the Chamber of Commerce under number [CoC number], hereinafter referred to as 'OptiFits'. 1.2. Other party: any natural or legal person entering into an agreement with OptiFits or with whom OptiFits is negotiating the conclusion of an agreement. 1.3. Agreement: any agreement concluded between OptiFits and the Other Party, including all attachments and supplements. 1.4. Products: all items and services provided by OptiFits, including but not limited to cabling installations, containment solutions and other data center related services. 1.5. Written: communication by e-mail, letter or other written means.

Article 2 - Applicability.

2.1. These general conditions shall apply to all offers, agreements and deliveries of OptiFits, unless otherwise agreed in writing. 2.2. General terms and conditions of the Other Party are expressly rejected. 2.3. Deviations from these conditions are only valid if agreed in writing.

Article 3 - Offers and Agreements.

3.1. All quotations from OptiFits are without obligation and valid for a period of 30 days, unless otherwise indicated. 3.2. An agreement is concluded at the moment the Other Party agrees to the offer in writing or when OptiFits confirms an order in writing. 3.3. OptiFits reserves the right to refuse orders without giving reasons.

Article 4 - Prices and Payment

4.1. All prices are exclusive of VAT and other government levies, unless otherwise stated. 4.2. Payment shall be made within 30 days of the invoice date, unless otherwise agreed. 4.3. If the payment term is exceeded, the Other Party shall be in default without further notice of default and OptiFits shall be entitled to charge statutory interest and collection costs.

Article 5 - Delivery and Execution.

5.1. Delivery times are indicative and do not constitute a deadline. 5.2. OptiFits shall endeavor to meet the agreed deadlines, but shall not be liable for delays caused by third parties or force majeure. 5.3. The Other Party is obliged to check the delivery upon receipt and report any defects in writing within 5 working days.

Article 6 - Liability and Warranty

6.1. OptiFits guarantees that the delivered Products comply with the agreed specifications and standards. 6.2. If a Product is defective, OptiFits shall, at its discretion, repair or replace the Product. 6.3. OptiFits shall not be liable for consequential damage, indirect damage or lost profits, unless there is intent or deliberate recklessness. 6.4. OptiFits' liability shall be limited to the invoice amount of the delivery concerned or, if applicable, the amount paid out by its liability insurance.

Article 7 - Force majeure

7.1. In the event of force majeure, OptiFits shall be entitled to suspend its obligations or dissolve the agreement without judicial intervention. 7.2. Force majeure means any circumstance beyond the influence of OptiFits that prevents the fulfillment of the agreement in whole or in part, such as natural disasters, strikes, network failures, government measures and pandemics.

Article 8 - Intellectual Property.

8.1. All designs, drawings, documentation and software provided by OptiFits shall remain the property of OptiFits. 8.2. The Other Party is not permitted to use or reproduce intellectual property of OptiFits without written permission.

Article 9 - Secrecy

9.1. The parties undertake to keep confidential all confidential information they obtain from each other in the context of the agreement. 9.2. Information shall be considered confidential if it is designated as such by a party or if it arises from the nature of the information.

Article 10 - Termination and Suspension.

10.1. OptiFits shall be entitled to dissolve the agreement without notice of default if the Other Party applies for suspension of payment, is declared bankrupt or otherwise fails to meet its obligations. 10.2. In case of dissolution, existing payment obligations shall remain in full force.

Article 11 - Applicable Law and Disputes.

11.1. All legal relationships between OptiFits and the Other Party shall be governed by Dutch law. 11.2. Disputes shall be submitted to the competent court in the district where OptiFits is established.

Article 12 - Amendments and Supplements.

12.1. OptiFits reserves the right to amend these general conditions. The amended conditions shall take effect at the time of publication on the OptiFits website.