Terms of delivery OptiFits B.V.

1. General

1.1 These general terms of delivery have been prepared by OptiFits B.V. and are intended exclusively for use by OptiFits and its clients. Third parties have no permission to use or adopt these conditions without written permission from OptiFits.

1.2 Deviations from these conditions are valid only if agreed in writing between OptiFits and the client.

1.3 The applicability of any purchase or other conditions of the customer is expressly rejected.

1.4 OptiFits B.V. is not responsible or liable for acts or omissions of third parties that use these conditions unlawfully.

1.5 No part of these General Terms of Delivery may be modified, reproduced, stored in an automated data file or disclosed in any form or manner - whether electronically, mechanically, by photocopying, recording or other methods - without the prior written consent of OptiFits B.V.

2. Offers and Agreements.

2.1 All quotations and offers of OptiFits are without obligation and 30 days from date.

2.2 An agreement is established after OptiFits has received written acceptance via a PO or agreement to the offer by email.

2.3 OptiFits reserves the right to refuse an agreement without giving reasons.

2.4 The price quoted is exclusive of VAT, assuming uninterrupted installation during regular business hours or as agreed in advance. Any changes to the installation after the date of the quotation may result in price adjustments. In addition, OptiFits reserves the right to adjust prices due to currency exchange rate fluctuations.

2.5 The prices stated in this quotation are based on the then current prices of our suppliers and subcontractors. Unforeseen price increases that occur after the conclusion of the contract are not included in this offer or contract price. When entering into the contract, arrangements should be made for the handling of such unforeseen price increases, both before and after contract award.

3. Payment Terms

Optifits applies the payment term below unless otherwise agreed with client.

• 40% of the contract price at the time of assignment.

• 40% of the contract price at the start of the work.

• 20% of the contract price upon delivery and/or commissioning of the plant.

If the client postpones the work beyond the agreed start date, the client remains bound by this payment arrangement.

Invoices must be paid within 30 days of invoice date.

4. Delivery of Products.

4.1. Delivery of products shall be made at the agreed location and within the agreed period.

4.2. The delivery period is indicative and not a deadline, unless expressly agreed otherwise.

4.3. The risk of the delivered products passes to the customer at the time of delivery.

4.4 If the client does not take delivery of the products at the agreed time, OptiFits may charge storage costs.

5. Installation and Services

5.1. OptiFits offers installation services for the products it provides.

5.2. Customer is responsible for providing a suitable installation environment and the necessary facilities.

5.3. OptiFits makes every effort to carry out the installation carefully and according to the applicable standards, but cannot be held liable for damages resulting from incorrect or incomplete information provided by the client.

5.4 Waiting hours, caused by third parties, will be chargeable by us at €75.50 per hour.

5.5 OptiFits assumes that the client's work location complies with applicable occupational health and safety legislation. The client shall be liable for both direct and indirect consequences of accidents suffered by employees of OptiFits - including hired workers - if such accidents are caused by (environmental) factors within the client's company that do not comply with the Occupational Health and Safety Act and related decrees or regulations. If specific safety regulations apply at the client's company, we expect these to be communicated to us in a timely manner and in writing.

6. Consulting services

6.1. OptiFits provides advice based on the information and knowledge available at the time.

6.2. The client is solely responsible for interpreting and applying the advice.

6.3. OptiFits accepts no liability for damages resulting from decisions made by the client based on the advice provided.

7. Pricing and Payment

7.1. All prices are exclusive of VAT and other taxes, unless otherwise stated.

7.2. Payment shall be made within 30 days of invoice date, unless otherwise agreed.

7.3. In the event of late payment, the client shall be in default without further notice of default and OptiFits shall be entitled to charge statutory interest and collection costs.

7.4. OptiFits reserves the right to require advance payment or security prior to performing any delivery or service.

8. Warranties and Liability.

8.1. OptiFits guarantees that the delivered products and services comply with the agreed specifications and usual quality standards.

8.2. The warranty period on products and installations is 12 months after delivery, unless otherwise agreed upon.

8.3. The warranty shall expire if defects are caused by improper use, improper installation by third parties or modifications to the product without the consent of OptiFits.

8.4. OptiFits' liability shall be limited to direct damage and to a maximum of the invoice amount of the delivery concerned. OptiFits shall not be liable for consequential damage, loss of profit or business interruption.

9. Force Majeure

9.1. In case of force majeure, OptiFits shall have the right to suspend its obligations or dissolve the agreement in whole or in part without any obligation to pay damages.

9.2. Force majeure includes natural disasters, strikes, pandemics, transport failures, government measures and supplier failures.

10. Intellectual Property

10.1. All intellectual property rights relating to products, services and advice provided by OptiFits shall remain with OptiFits or its licensors.

10.2. The client is not permitted to reproduce, disclose or transfer intellectual property to third parties without written permission from OptiFits.

11 Cancellation Policy

11.1. If the client cancels the order after acceptance, cancellation costs will be charged. These shall amount to a minimum of 20% of the contract sum, plus the payment obligations already due.

12 Privacy Statement

12.1. By providing the order, you consent to the processing and use of any additional contact data you provide, for the purpose of executing the order. We will treat your data in accordance with the General Data Protection Regulation (GDPR).

13 Not included in the work (unless otherwise specified in the offer):

• Chopping and breaking.

• Carpentry, painting, excavation, repair and milling work.

• Concrete drilling.

• Vertical transport.

• Fire sealing of openings and/or penetrations, unless specifically agreed upon.

• Disposal of waste, including packaging materials, unless otherwise agreed.

• Supplying and installing non-specific cable trays, racks, or containment structures not included in the quotation.

• Performing work not directly related to data center design, such as finishes outside the intended design of the data center.

• Performing electrical work not covered by cable installations or cabling specifically agreed upon in the contract.

• This list can be expanded or modified depending on the specific nature of the project and what is or is not included in the bid.

14. Applicable Law and Disputes.

14.1. Dutch law shall apply to all legal relationships between OptiFits and the client.

14.2. Disputes shall preferably be resolved by mutual agreement. If this is not possible, the dispute will be submitted to the competent court in the Netherlands.