The following terms and conditions (“Terms”) apply for all pre-orders and purchase orders. When placing a pre-order or purchase order you have understood and accepted these Terms.

These Terms have priority in case of contradiction with any other terms, descriptions, agreements, or understandings between you and Manus Technology Group BV. Manus Technology Group BV explicitly rejects any terms deviating from the following Terms unless otherwise is agreed and confirmed in writing.

1 Definitions

1.1 “Affiliates” means any legal entity which has an ownership interest in or is under a common ownership interest with a Party and which is defined in attachments to this Agreement or subsequent Purchase Orders.

1.2 “Agreement” means these terms and conditions and applicable Purchase Orders and any appendices hereto, including without limitation, the software licenses, pricing schedules, and delivery schedules.

1.3 “Company” or “Buyer” shall mean the company and any of its Affiliates which has executed a Purchase Order under this Agreement.

1.4 “Days” shall be calculated as calendar days unless otherwise specified under this Agreement.

1.5 “Expenses” shall mean all out-of-pocket expenses reasonably incurred by Seller in the provision of the Goods, Software and Services.

1.6 “Goods” shall mean all products, equipment, materials, spare parts, hardware, supplies, and accessories to be supplied under a Purchase Order.

1.7 “Party and Parties” shall mean Seller, Company, any of their Affiliate(s) which has executed a Purchase Order hereunder and any third party to which the Parties may have assigned their rights under the Agreement. In its singular form, Party means any one of Seller, Company or their Affiliate having executed a Purchase Order or the third party to whom one of them has assigned its rights under the Agreement.

1.8 “Price” shall mean the total value of a Purchase Order after all applicable discounts have been applied. Expenses are not included in the Price unless agreed upon in the Purchase Order.

1.9 “Purchase Order” shall mean any purchase order, either paper or electronic, with related attachments and changes thereto, agreed upon by the Parties pursuant to this Agreement, which shall describe the specific Goods, Software or Services to be supplied by Seller to the Company and the detailed Specifications for such. Purchase Orders agreed upon from time to time between Seller and Company and/or their respective Affiliates shall constitute separate contracts that incorporate the present General Terms and Conditions by reference and shall be governed by those. Such Purchase Orders may modify or replace certain provisions of the General Terms and Conditions of this Agreement only to the extent that the Parties are required to comply with the local laws of the country in which the Purchase Order is being placed. Modifications shall be made in good faith in such a manner as to preserve the intent of this Agreement.

1.10 “Pre-order” is considered a purchase order with the exception that the goods are still in development and pending the completion of our product development process. Successful shipping of a pre-order is dependent on the development and manufacturing process. Hence, Manus Technology Group BV cannot guarantee that the products will be delivered in time. If we are unable to deliver, you will be entitled to reimbursement of your payments in accordance with article 4.9.

1.11 “Seller” shall mean Manus Technology Group B.V. and, for purposes of the Purchase Orders, any of its Affiliates which has executed a Purchase Order under this Agreement.

1.12 “Services” shall mean the provision of testing, assessment, perdiem or specific time-limited engineering services, installation, start-up, configuration and any development of application programs, customization, implementation, training and any other services agreed upon between the Parties in Purchase Orders hereunder, excluding maintenance and support services which shall be rendered under a separate agreement. To the extent Services are of an advisory nature, no specific business result is assured or guaranteed.

1.13 “Software” shall mean computer software programs, in object code form including firmware and custom software, and instructions manuals, specifications and related documentation in written or electronic form, but excluding third party software, their related instructions manuals and documentation, for which Seller grants Company a license under a Purchase Order. The conditions of the Software license shall be set forth in the Seller’s end-user license agreement applicable to the particular Software at the time of delivery or, in the absence of such end-user license agreement, the software license terms contained herein. All modifications, enhancements, developments, additions or interfaces with other computer programs made by Seller, alone or jointly with Company, in the course of the performance of a Purchase Order shall be deemed owned by Seller and included in the Seller’s Software and shall be subject to all rights and limitations set forth in the Seller’s standard license agreement for such Software applicable at the time of delivery or, by default in the absence of separate end-user license agreement, the terms contained herein.

1.14 “Specifications” shall mean the Seller standard specifications applicable to the Goods and/or Software at the time of execution of the Agreement or a Purchase Order hereunder or the specific requirements agreed upon between the Parties in Purchase Orders hereunder in relation to the Goods, Software and, with respect to Services, the agreed upon statement(s) of work containing a description of the Services to be rendered.

1.15 “Third-Party Products” shall mean products and software of a third-party vendor. If Third Party Products are supplied by the Seller under the Agreement, notwithstanding anything to the contrary, such supply is made on a “pass-through” basis only and is subject to the terms and conditions of the third party vendor, including but not limited to warranties, licenses, indemnities, limitation of liability, prices and changes thereto. Third Party Products are quoted subject to price changes imposed by third party vendors between the date of Purchase Order encompassing such Third-Party Products and the date of Seller’s invoice related to that Third-Party Product.

1.16 “Warranty Period” shall mean the applicable time period during which Goods and Software are respectively guaranteed by Seller under the conditions set forth herein. Goods registered by Seller as Products shall be guaranteed for a period as determined in the Warranty Appendix following the date of shipment unless stated otherwise on the Purchase Order. Spare Parts for the above are guaranteed for three (3) months, unless used for repair and replacement during the Warranty Period, in which case, the spare parts shall be guaranteed for three (3) months or until the end of the initial Warranty Period, whichever comes last. Products normally consumed in operation or which have a normal life inherently short, including but not limited to consumables such as lamps or batteries, are guaranteed for a period of ninety (90) days from date of shipment by Seller. Third Party Products are warranted as stated in Article 1.15.

2 Sole Agreement

2.1 This Agreement, including any Purchase Order entered into pursuant hereto, constitutes the entire agreement of the Parties hereto with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing with respect to this subject matter. This Agreement may be modified only by means of a duly executed written amendment signed by the authorized representatives of both Parties. Neither the terms of any invoice or other instrument documenting a payment or transaction that is issued by Company in connection with this Agreement, nor any other act, document, pre-printed form or statement, usage, custom, or course of dealing shall modify the terms of this Agreement. In the event of any conflict between the terms of this Agreement and any Purchase Order, the provisions of this Agreement shall govern unless expressly agreed upon by the Parties under the Purchase Order and modifications made by the Purchase Order to this Agreement are required to comply with local applicable laws.

2.2 It is understood that neither Party is obligated to enter into a Purchase Order under this Agreement.

3 Changes

3.1 Either Party may request changes that affect the scope, duration, delivery schedule or price of a Purchase Order, including changes in the Specifications and Goods, Software or Services to be delivered or licensed. If either Party requests any such change, the Parties shall negotiate in good faith a reasonable and equitable adjustment to the Purchase Order. Neither Party shall be bound by any change requested by the other until an amendment to the Purchase Order in the form of a Change Order has been accepted in writing by both Parties. Pricing of changes shall be based on the then current Seller’s prices.

4 Price and Payment Terms

4.1 Prices for Goods, Services and/or Software under this Agreement shall be in accordance with the prices set forth by Seller at the time of the execution of the Purchase Order or Seller’s proposal for Services.

4.2 Seller’s proposals and the Purchase Order Price exclude all sales taxes, value-added taxes, import and export duties and any other taxes, surcharges, duties or tariffs of any kind now existing or hereafter imposed upon Seller, its personnel or subcontractors or their properties in any country or territory either directly or indirectly in respect of the production, sale, supply, delivery, license, export and import, or use of the Goods, Software and Services. Company shall be responsible for all such taxes, duties and charges resulting from the Agreement or a Purchase Order hereunder. Valid