General Terms and Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE OF TOTALITE®

version 2025

1. General
   1. These terms and conditions apply to any or all proposals or purchase orders from Fugro Technology B.V. (referred to as “TotaLite®”) a private limited liability company, having its registered office at Veurse Achterweg 10, 2264 SG Leidschendam, the Netherlands (Chamber of Commerce registration number 14614376), regarding the sale of one or more TotaLite® hardware products.
   2. TotaLite® expressly rejects the general terms and conditions of TotaLite®'s potential or actual contracting party (hereinafter “the purchaser”). Amendments of these general terms and conditions shall not take effect, unless they are agreed between the parties on the purchase order.
   3. These general terms and conditions only apply to the sale of hardware product(s) and not to any service provided by TotaLite®. If a product shall be purchased including a service product, additional terms and conditions of service of TotaLite® apply.
   4. If any provision of these terms and conditions is invalid or declared null and void, the other provisions of these general terms and conditions shall remain in full force, and TotaLite® and the purchaser shall consult in order to agree on new provisions to replace the invalid or annulled provisions, in which respect the purpose and purport of the invalid or annulled provision shall be taken into account so far as possible.

1. Proposal/Purchase Order
   1. Any of TotaLite®'s proposals are non-binding and may be amended or revoked by TotaLite® prior to confirming the sale by purchase order. An online and publicly available advertisement or a demo version of a product from TotaLite® does not constitute a proposal or the latest representation of a product and may change anytime. A contract shall only be concluded between parties if TotaLite® confirmed the sale to the purchaser by means of a purchase order.
   2. TotaLite® may engage third parties at its discretion for the execution of the purchase order. TotaLite® may assign any rights and obligations connected to a purchase order to any third party.

1. Price and payment
   1. All prices in the proposal or purchase order are in Euro, based on Incoterm “Delivered At Place” and exclusive of VAT. Any expenses regarding transport, insurance, import and export duties, and any other expenses taxes made by TotaLite® for the delivery of the product(s) shall be charged separately on each invoice.
   2. The purchaser pays the product(s) on purchase, unless TotaLite® allows for later payment. TotaLite® shall provide the purchaser with an invoice on purchase. Payment by the purchaser of any invoice shall be made no later than thirty (30) calendar days after the date on the invoice and purchaser waives any right it may have to set-off or suspend payment. If the payment term is exceeded, the purchaser shall be in default with immediate effect and without further notice of default being required, and TotaLite® shall charge the commercial interest in accordance with Dutch law and suspend the execution of the purchase order.

1. Delivery and acceptance
   1. The date of delivery included on the purchase order is indicative. TotaLite® shall reasonably endeavour to meet the delivery time and to inform the purchaser of the actual delivery date.
   2. The product(s) shall be delivered in accordance with the Incoterms “Delivered At Place” as applicable at the time of purchase, at the location indicated on the purchase order.
   3. The purchaser shall sign for acceptance and take possession of the product(s) on arrival. If the purchaser fails to accept and take possession of the product(s), the product(s) may be returned to TotaLite® and shall be reshipped to the purchaser at its request and at its cost.
   4. The purchaser shall inspect the product(s) on acceptance on quantity and any visible defects. If the purchaser discovers that the quantity of the delivery is incorrect or that a product is defect, or both, purchaser shall inform TotaLite® immediately. If the purchaser fails to inform TotaLite® in this regard, TotaLite® may reject any complaint from the purchaser regarding quantity and visible defect, due to a lack of evidence that the incorrect quantity or defect has been caused by TotaLite®. Minor and/or industry-standard deviations and differences in quality, colour, size, etc. are not considered a defect.
   5. On discovery of a defected product or incomplete delivery, or both, the purchaser shall inform TotaLite® within 48 hours of such event, including all relevant details, such as a written description of the event, freight letters, acceptance form, photos of the product(s), etc. If the purchaser fails to inform TotaLite® on time, the purchaser shall have deemed to have accepted the product(s) and shall pay for the product(s), if payment has not been made yet.

1. Retention of title
   1. The title to the delivered product(s) shall only have transferred to the purchaser after TotaLite® has received full payment for each product. Until the moment of transfer of title and provided the purchaser has possession of the product(s), the purchaser shall observe due care and shall take all measures necessary to keep the products separated from its other goods and mark the product(s) as TotaLite®’s property. The purchaser is obligated to give TotaLite® or its authorized representative free access to any location where any unpaid products are stored, at all times. As long as the title to the product(s) has not been transferred to the purchaser, the purchaser shall not sell or encumber the product(s) in any way. If TotaLite® invokes its retention of title, the purchaser shall be required to surrender the actual control over product(s) to TotaLite® free of charge immediately upon being requested to do so.

1. Intellectual property
   1. Any and all existing intellectual property rights or intellectual property rights including changes, modifications and improvements thereof that may be created by TotaLite® during the execution of a purchase order regarding the product(s) are TotaLite®'s exclusive property or TotaLite® supplier’s property, as the case may be. “Intellectual property rights” mean any inventions, technical information, know-how, trade secrets, drawings, models, calculations, specifications, testing procedures and results, software, copyright, trademarks, designs and the like, whether registered or unregistered and regardless of form (visual, oral, machine readable, etc.) and including the right to file any applications for such registered rights and any license granted by any third party to use such rights.
   2. The purchaser acquires only the user rights expressly granted by TotaLite® by these terms and conditions or otherwise.
   3. If a competent court in a specific jurisdiction irrevocably establishes in legal proceedings against TotaLite® that the product(s) delivered by TotaLite® infringe(s) an intellectual property right of a third party, TotaLite® shall, at its discretion, replace the product in question with a product that does not infringe the right in question, obtain a user right in that respect, or refund the price paid for the product to the purchaser, less a reasonable depreciation.
   4. If a product is to be replaced or refunded, TotaLite® shall have the right to take back the originally delivered product.
   5. With respect to any infringement of third-party intellectual property rights, TotaLite® bears no obligation other than the obligation to replace, acquire user rights or to refund as referred to in the third paragraph of this article.

1. Warranty
   1. TotaLite® only warrants that the product(s) comply in all material aspects with the explicit specifications as included in the data sheet and the user manual provided by TotaLite® to the purchaser for a period of twelve (12) months from the date of delivery of the product(s). Other express or implied warranties are excluded.
   2. If the purchaser discovers that the product does not comply with the explicit specifications on the data sheet and/or user manual, the purchaser shall inform TotaLite®, in writing, within one (1) month after discovery, including a detailed description of the alleged defect. TotaLite® shall then investigate the defect and, at its discretion, (i) reject the notification; (ii) repair the defect; or (iii) replace the defected product(s) and inform the purchaser accordingly. The purchaser shall send a defected product only at the request of TotaLite®. The cost of returning the product shall only be remunerated by TotaLite® if the defect has been duly confirmed. A replaced product shall become the property of TotaLite®. The repair or replacement of a defected product shall be the exclusive remedy of purchaser.
   3. If TotaLite®, in its sole discretion, requests the return of a product by the purchaser as part of a recall procedure, the purchaser shall, on instruction by TotaLite®, immediately cease to use the product, return the product to TotaLite®, inform any third party, cooperate with TotaLite® and follow any other reasonable instruction from the TotaLite®. The purchaser is prohibited to disclose a recall action to any third party, unless there is an immediate threat of health or safety. TotaLite® shall reasonably determine a compensation for purchaser, resulting from the recall action.
   4. If a defect has been caused by (i) normal wear and tear, (ii) misuse or wrongful use or wrongful storage of a product (iii) non-compliance with the user manual, (iv) use outside the parameters set in the datasheet, (v) events outside the control of TotaLite®, such as force majeure, (vi) lack of maintenance, (vii) maintenance by the purchaser or an unauthorized third party, or (viii) tampering with the product, regardless if the tampering is physically or through the software, the warranty does not apply.

1. Liability
   1. TotaLite® shall not be liable for any breach of its obligations under a purchase order, unless purchaser provides TotaLite® with a notice of default, including a detailed description of the default and a period for remedy of not less than thirty (30) calendar days, and TotaLite® fails to remedy the default during the period of remedy. This paragraph does not apply if remedy is impossible or if this paragraph is not permitted by applicable law.
   2. If TotaLite® would be liable towards purchaser in relation to a purchase order, such liability is limited to direct damage and to a maximum amount equal to the purchase order, to the extent permitted by applicable law.
   3. In no event, but to the extent permitted by law, shall TotaLite® be liable towards purchaser for consequential damage, such as and without limitation, loss of profit, loss of production, loss of contract, loss of business opportunity, pure economic loss, loss of property (other than the product), loss or corruption of data, disclosure of user data, loss due to fines, penalties, reputational damage, etc. etc.
   4. The purchaser indemnifies TotaLite® for any claims from third parties in connection to a purchase order.
   5. Purchaser waives any liability claims towards TotaLite® if, after one (1) year that purchaser has become aware of the liability event, purchaser failed to claim damages from TotaLite®.

1. Force majeure
   1. “Force majeure” means an event outside the reasonable control of a party, which could not reasonably be foreseen on the moment of purchase or could not reasonably provided for by the party affected by the Force majeure event. A Force majeure event includes (without limitation) extreme weather conditions, natural disasters, epidemics, pandemics, war, government measures, sabotage, terrorism, non-availability or late availability of licenses, import and export restrictions, labour disturbances, lock down, electricity failures, network and/or internet failures, cyber-attack, failure to perform or delay on the part of TotaLite®'s supplier(s), late or insufficient availability of materials, transport or labour (or any or all of them), vandalism, theft, incompatibility of the product(s) and the hardware and/or software systems of the purchaser, etc. 
   2. In the event of Force majeure, the obligations of the non-performing party are suspended until the event is ended and that party has been reasonably be able to resume its obligations. The party affected by Force majeure shall inform the other party without undue delay of the Force majeure event. The party affected by Force majeure shall not be liable for any losses resulting from the Force majeure event incurred by the other party.
   3. If the Force majeure event continues for an uninterrupted period of one (1) month, either party may terminate the purchase order by written notice and with immediate effect. In that case, TotaLite® shall refund the payment regarding any product(s) not delivered, less any expenses reasonably incurred prior to the Force majeure event.

1. Termination
   1. The purchase order shall not be terminated without cause. Each party may terminate the purchase order, in whole or part, and with immediate effect if the other party (i) is in breach of its obligations, (ii) applies for suspension of payments, (iii) has been declared bankrupt, (iv) ceases its business activities, (v) any or all of them. A breach shall only apply with regard to TotaLite® if TotaLite® fails to meet its obligations under article 8.1.
   2. On termination, or a part thereof, TotaLite® shall cease the performance of the purchase order in an orderly manner and without undue delay. In that case, TotaLite® shall make reasonable effort to minimise all costs in relation to the purchase order. After consulting with the purchaser, TotaLite® shall decide whether any remaining product(s) shall be delivered for the benefit of the purchaser, and provided that the product(s) have been paid for prior to transport.
   3. Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages, which existed at or before the date of termination shall not be affected or prejudiced.

1. Applicable law
   1. The offers of TotaLite®, the purchase order and any disputes arising out of or in connection with the product(s) of TotaLite® (including non-contractual claims) are governed exclusively by Dutch law. The U.N. Convention on Contracts for the International Sale of Goods (also known as the CISG) does not apply in this regard.
   2. All disputes – including those regarded as such by only one of the parties – arising from an offer to the purchaser or the purchase order shall in the first instance be settled exclusively by the competent court of The Hague, the Netherlands.

1. Export Control and Sanctions
   1. The parties warrant that they shall comply with export control laws and regulations in all applicable jurisdictions. No party shall export or re-export any such items or any direct product thereof or undertake any transaction or service in violation of any such laws or regulations. Purchaser shall provide immediately all information required by TotaLite® to allow TotaLite® to export the product(s) in compliance with such applicable jurisdictions.
   2. If the delivery of product(s) is subject to the granting of an export or import license by a government and/or any governmental authority under any applicable law or regulation, or otherwise restricted or prohibited due to export or import control laws or regulations, TotaLite® may suspend its obligations and purchaser’s rights regarding such delivery until such license is granted or for the duration of such restriction and/or prohibition, respectively, and TotaLite® may even terminate any purchase order, without incurring any liability towards purchaser.
   3. Furthermore, if an end-user statement is required, TotaLite® shall inform purchaser immediately thereof and purchaser shall provide TotaLite® with such document upon TotaLite®’s first written request; if an import license is required, purchaser shall inform TotaLite® immediately thereof and purchaser shall provide TotaLite® with such document as soon as it is available. On receiving a purchaser order, purchaser acknowledged that it shall not deal with the products in violation of any applicable export or import control laws and regulations.
   4. The purchaser agrees that TotaLite® will have no obligation nor any liability to undertake any work or provide any services which may, at any time, put TotaLite® in breach of any existing or newly introduced by the UN, EU, UK or US embargoes, sanctions or export control regulations, or any other local law restriction or requirement in a jurisdiction in which the parties undertake work or may require TotaLite® to provide services (together “Sanction Limitations”). In the event TotaLite®, in its sole discretion, determines it is unable to commence work or any part of it or provide services, on the account of Sanctions Limitations, including goodwill harm caused by such Sanctions Limitations, TotaLite® reserves the right to cease work, cease to provide services immediately, terminate the agreement forthwith and without any liability to the purchaser. Any cost and expenses incurred or monies due to TotaLite®, prior to termination of the agreement, shall be duly compensated/paid by the purchaser.

1. Miscellaneous
   1. The purchaser is required to treat all proposals and the related data to the product(s), of any kind whatsoever, as strictly confidential. The purchaser is required to return or destroy any such data at TotaLite®'s request.
   2. The purchaser undertakes to comply with Fugro’s Code of Conduct, including any updated versions thereof. The Code of Conduct is available at: https://www.fugro.com/about-us/governance/code-of-conduct. If the purchaser materially breaches the Code of Conduct, TotaLite® may immediately terminate the purchase order.
   3. Without TotaLite®'s prior written approval, the purchaser is not permitted to disclose its relationship with TotaLite® in publications, advertisements or otherwise in written or oral form, or to use TotaLite® name and/or logo.
   4. Purchaser shall not resell TotaLite®’s products as a competitor of TotaLite®, unless TotaLite® appointed purchaser as its product distributor.
   5. The parties are independent, and a purchase order does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party is allowed to represent the other party in any matter.
   6. No failure or delay by a party to exercise any right or remedy provided under the purchase order or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
   7. TotaLite® may transfer a purchase order, in whole or in part, to any third party and purchaser priorly consents with such transfer. Purchaser may not assign a purchase order, in whole or in part, to any third party without prior written consent from TotaLite®.