TUSKROBOTS EUROPE B.V.

GENERAL TERMS AND CONDITIONS

www.tuskrobots.eu
Status: March 2026

1. PRICES AND TERMS OF PAYMENT

1.1. All prices are net and quoted in euro (€). The applicable VAT shall be invoiced at the current statutory rate. All fees, duties and taxes shall be borne by the contracting party.

1.2. All payments must be made without any deductions or set-off in accordance with the applicable payment terms, after the invoice date, to the Tuskrobots Europe B.V. bank account specified on the invoice. In the case of delay in payment, Tuskrobots Europe B.V. shall be entitled to take the delivered goods into safekeeping under retention of title, without withdrawing from the contract, until the full amount receivable including any additional costs has been paid in full.

1.3. Tuskrobots Europe B.V. does not offer discounts or rebates unless expressly agreed in writing.

1.4. Deliveries or services exceeding the agreed scope shall be invoiced at cost in accordance with the prices and rates agreed upon for the supply of services.

1.5. The contracting party undertakes to ensure compliance with all applicable legal and regulatory requirements, including official authorisations, at its own expense. Any additional costs arising from such requirements are not included in the agreed price and shall be borne by the contracting party.

2. NON-APPLICABILITY OF ANY GENERAL TERMS AND CONDITIONS

2.1. Tuskrobots Europe B.V. concludes contracts exclusively on the terms set forth in its quotations and these general terms and conditions and does not accept the general terms and conditions of the contracting party. The contracting party's terms and conditions shall only be deemed agreed upon if Tuskrobots Europe B.V. expressly confirms and so accepts such terms and conditions in writing, without waiving these general terms and conditions.

2.2. In case of conflicting provisions between these general terms and conditions and the contracting party’s general terms and conditions, to the extent applicable, these general terms and conditions shall prevail.

3. ACCEPTANCE AND PARTIAL INVOICES

3.1. The contracting party is obligated to accept the goods and services provided by Tuskrobots Europe B.V. in accordance with the underlying quotation and/or these general terms and conditions.

3.2. Services shall be deemed accepted once they have actually been performed.

3.3. For partial shipments, partial invoices may be issued at any time. In case partial payments are agreed, default (‘verzuim’) shall occur if the contracting party failed to fulfill its obligations regarding such partial payment, such as late or no payment. In the event of default, the full outstanding amount shall become immediately due and payable. Tuskrobots Europe B.V. shall be entitled to take the delivered goods into safekeeping under retention of title, without withdrawing from the contract, until the full amount, also including any additional costs, has been paid in full.

4. RETENTION OF TITLE

4.1. Tuskrobots Europe B.V., or other companies as part of the Tuskrobots group, as the case may, be retains legal ownership of the goods until payment has been made in full (‘eigendomsvoorbehoud’, pursuant to art. 3:92 BW). In case goods have not been paid in full, any subsequent sale, pledge, lease or similar transfer by the contracting party, whether for consideration or free of charge, shall only be permitted if Tuskrobots Europe B.V. has been informed sufficiently in advance, with full disclosure of the name and/or company and business address of the purchaser, and if Tuskrobots Europe B.V. has given its prior written consent. In the event such consent is given, the contracting party hereby assigns to Tuskrobots Europe B.V. any purchase price claims arising from such onward sale, and Tuskrobots Europe B.V. shall be entitled to notify the third-party debtor of such assignment.

4.2. In case goods subject to retention of title are mixed or incorporated with other goods or materials in such manner that a new product arises (pursuant to art. 5:14 (‘natrekking’) and/or 5:15 (‘vermenging’) BW), ownership of the new product shall vest in the party whose contribution was of greatest value at the time of incorporation. In the event ownership of the new product vests in the contracting party, the contracting party shall immediately vest a right of pledge (‘pandrecht’) in the new product in favour of Tuskrobots Europe B.V. as security for all outstanding amounts. The contracting party must notify Tuskrobots Europe B.V. immediately of any attachment or confiscation of goods subject to retention of title by third parties. Any costs thereby incurred shall be borne by the contracting party, unless they must be borne by the relevant third party.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. All intellectual property rights in any goods or services supplied by Tuskrobots Europe B.V. vest exclusively in Tuskrobots Europe B.V. or other companies as part of the Tuskrobots group, as the case may be. Upon commencement of the contract, the contracting party is granted a non-exclusive right of use to the extent of the agreed services and/or goods, for its own internal purposes only.

5.2. The contracting party is not permitted to sub-license, modify, publish, rent, lease or otherwise make available any goods or services supplied by Tuskrobots Europe B.V. to third parties, whether for consideration or free of charge, via networks or otherwise, nor to reverse engineer or analyse the results thereof, without the prior written consent of Tuskrobots Europe B.V.

6. EXCLUSION OF LIABILITY

6.1. The liability of Tuskrobots Europe B.V. and any persons associated with it is excluded to the fullest extent permitted by Dutch law, except in cases of mandatory liability arising from intentional misconduct (‘opzet’) or gross negligence (‘grove nalatigheid’) by its officer(s).

6.2. In case of liability of Tuskrobots Europe B.V., Tuskrobots Europe B.V. is exclusively liable for direct damages, including personal injury and damage to property. Any liability for indirect or consequential damages, including but not limited to loss of profit, loss of anticipated savings, production downtime or disruption, and other financial losses, is excluded.

6.3. Claims based on non-conformity of goods must be notified to Tuskrobots Europe B.V. within a reasonable time after the contracting party has discovered or ought to have discovered such non-conformity, in accordance with article 7:23 BW (‘klachtplicht’). Any legal proceedings for such non-conformity must be brought before the competent court within six months of such notification.

6.4. The total aggregate liability of Tuskrobots Europe B.V. is in any event limited to the amount actually paid out under its applicable liability insurance per damage event, or, if no insurance payment is made, to the net invoice value of the relevant goods or services giving rise to the claim.

6.5. Works exceeding the contractual scope of work may only be carried out after obtaining the express written consent of Tuskrobots Europe B.V. Tuskrobots Europe B.V. shall not be liable for works performed by subcontractors unless such works fall within the agreed scope of performance.

6.6. The contracting party must ensure proper and up-to-date data backup and must provide evidence thereof to Tuskrobots Europe B.V. upon request. Any software supplied by Tuskrobots Europe B.V. must be installed and tested in a testing environment before deployment in the contracting party's live system. Failure to comply shall result in the full exclusion of liability of Tuskrobots Europe B.V. for damages incurred by the contracting part.

7. SITE READINESS AND CUSTOMER OBLIGATIONS

7.1. The contracting party is responsible for ensuring that the deployment site is suitable for the operation of Tuskrobots Europe B.V. equipment prior to and throughout the engagement. This includes, without limitation:

7.1.1. Providing a level, industrial-grade cast floor that meets the floor specifications communicated by Tuskrobots Europe B.V., free of cracks, uneven surfaces, gaps or other irregularities that could impair safe AGV operation;

7.1.2. Ensuring stable and continuous Wi-Fi network coverage across all planned AGV routes, including provision of all required network credentials, certificates and security elements;

7.1.3. Ensuring that all pallets and other materials handled by the AGV comply with the technical pallet specifications provided by Tuskrobots Europe B.V. The contracting party warrants that all pallets are structurally sound, correctly sized and safe for automated handling;

7.1.4. Ensuring that all AGV operating routes are clearly demarcated, controlled and free from uncontrolled pedestrian traffic, manually operated vehicles and any other obstructions during AGV operation;

7.1.5. Providing sufficient and suitably qualified personnel to support the implementation, commissioning, training and testing phases;

7.1.6. Providing timely access to all systems, documentation, software, information and facilities required by Tuskrobots Europe B.V. to perform its services.

7.2. Tuskrobots Europe B.V. shall not be liable for any delay, failure to perform, damage, injury or loss arising directly or indirectly from the contracting party's failure to fulfil any of the obligations set out in this clause. Any additional costs or rescheduling required as a result of site unreadiness shall be charged to the contracting party as a change request.

8. EQUIPMENT ON LEASE AND EQUIPMENT LEFT ON SITE

8.1. In case Tuskrobots Europe B.V. places equipment, including but not limited to AGVs, charging stations, servers and associated hardware, on the contracting party's premises on a temporary basis (whether for demonstration, proof-of-concept, testing or otherwise), or leaves such equipment on site after completion of the engagement pending purchase or collection, the following conditions apply:

8.1.1. Title and ownership of all equipment placed or left on site by Tuskrobots Europe B.V. remains exclusively with Tuskrobots Europe B.V. or other companies as part of the Tuskrobots group, as the case may be, at all times until full payment has been received and a transfer of ownership has been confirmed in writing.

8.1.2. The contracting party shall treat all such equipment with due care and in accordance with any operating instructions, safety guidelines and technical specifications provided by Tuskrobots Europe B.V. The contracting party is permitted to operate the equipment solely in accordance with the instructions and within the parameters set by Tuskrobots Europe B.V. The contracting party shall not, and shall ensure that its employees, agents, subcontractors and any third parties present on site do not: move to a different location, modify, open, reprogram, reverse engineer, tamper with or otherwise interfere with the technical configuration or physical integrity of the equipment without the prior express written consent of Tuskrobots Europe B.V.

8.1.3. The contracting party shall store and secure the equipment in a safe, dry, enclosed environment, protected from theft, vandalism, unauthorised access, water damage, extreme temperatures and any other foreseeable risks. The contracting party shall restrict access to the equipment to authorised personnel only.

8.1.4. The contracting party remains liable and so bears full risk of loss, theft, damage or destruction of the equipment from the moment it is placed on the contracting party's premises until it is collected by or returned to Tuskrobots Europe B.V. or transferred to the contracting party by written agreement. In the event of loss, theft or damage, the contracting party shall immediately notify Tuskrobots Europe B.V. and shall compensate Tuskrobots Europe B.V. for the full replacement value of the equipment.

8.1.5. The contracting party shall ensure that the equipment is covered under its own property and liability insurance for the duration of its presence on site. Upon request, the contracting party shall provide Tuskrobots Europe B.V. with written evidence of such insurance.

8.1.6. Tuskrobots Europe B.V. shall be entitled to collect or reclaim the equipment at any time upon reasonable notice. The contracting party shall provide unobstructed access for this purpose. If the contracting party fails to return or make the equipment available for collection within the agreed period, Tuskrobots Europe B.V. shall be entitled to charge a daily storage and use fee, and to seek all further remedies available under Dutch law.

9. SAFETY, OPERATIONAL RESPONSIBILITY AND THIRD-PARTY LIABILITY

9.1. The safe operation of AGV equipment within the contracting party's premises is a shared responsibility. The following allocation of responsibilities applies:

9.1.1. Tuskrobots Europe B.V. warrants that the AGV equipment supplied is CE-certified and meets applicable machinery safety standards at the time of delivery. The AGV is equipped with safety features including 360-degree obstacle detection, emergency stop functionality, and acoustic and visual warning signals.

9.1.2. The contracting party is solely responsible for implementing and enforcing all site-level safety measures required for safe AGV operation, including but not limited to: demarcating and securing AGV operating zones; enforcing exclusion of unauthorised personnel from AGV routes during operation; installing appropriate physical barriers, signage and warning systems; briefing all on-site personnel on AGV safety protocols; and ensuring compliance with applicable health and safety regulations, including the Dutch Working Conditions Act (‘Arbeidsomstandighedenwet’) or equivalent local legislation at the site of deployment.

9.1.3. The contracting party acknowledges that the AGV is an industrial machine and that operation in an environment that does not comply with the site requirements set out in these Terms and Conditions creates safety risks. The contracting party assumes full responsibility for ensuring that the operating environment is and remains compliant at all times.

9.1.4. Any injury to persons, or damage to goods, property or equipment, arising from: (i) the contracting party's failure to comply with its safety obligations under this clause; (ii) unauthorised operation or interference with the AGV by any person on the contracting party's premises; (iii) non-compliant pallets, materials or site conditions; or (iv) failure to supervise or control access to the AGV operating area — shall be the sole liability of the contracting party. Tuskrobots Europe B.V. shall not be liable in such case.

9.1.5. The contracting party shall indemnify and hold harmless Tuskrobots Europe B.V. and its employees, directors and agents against any and all claims, losses, damages, costs and expenses (including reasonable legal costs) brought by third parties arising from incidents caused by the contracting party's failure to fulfil its obligations under these general terms and conditions.

9.1.6. In the event of any incident involving the AGV, the contracting party shall: immediately activate the emergency stop; secure the area; notify Tuskrobots Europe B.V. within 24 hours; preserve all evidence; and cooperate fully with any investigation. The contracting party shall not attempt to repair, reset or operate the equipment following an incident without the written authorisation of Tuskrobots Europe B.V.

10. BEST EFFORTS DELIVERY AND FORCE MAJEURE

10.1. In case Tuskrobots Europe B.V. provides demonstration, proof-of-concept or pilot services, delivery is on a best-efforts basis. Tuskrobots Europe B.V. will use all reasonable endeavours to demonstrate the agreed processes and functionalities within the contracted time and scope. However, the ability to deliver the full scope may depend on factors outside the control of Tuskrobots Europe B.V., including but not limited to: Wi-Fi connectivity and network stability; floor conditions and site readiness; pallet compliance; access to the site and systems; cooperation and availability of the contracting party's personnel; and other environmental or operational variables.

10.2. In the event one or more agreed processes or functionalities cannot be demonstrated or delivered due to circumstances outside the reasonable control of Tuskrobots Europe B.V., the services shall nonetheless be deemed as having been delivered to the extent actually performed, provided that Tuskrobots Europe B.V. has made reasonable efforts to work around or resolve the impediment. In such cases, no refund, price reduction or compensation shall be due.

10.3. Neither party shall be liable for failure or delay in performance of its obligations under these general terms and conditions to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, strikes, government actions, pandemic, power outages or failures of third-party infrastructure. The affected party shall notify the other party promptly and shall use reasonable efforts to mitigate the impact.

11. NO RE-EXPORT TO RUSSIA AND BELARUS

11.1. The contracting party shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with these general terms and conditions that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 as amended. Regarding Belarus, the same applies to goods that fall under the scope of Article 8g of Council Regulation (EC) No 765/2006 as amended.

11.2. The contracting party shall undertake its best efforts to ensure that the purpose of paragraph (1) is not frustrated by any third parties further down the commercial chain, including by possible resellers.

11.3. The contracting party shall establish and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph (1).

11.4. Any violation of this paragraphs 11 shall constitute a material breach of these general terms and conditions, and Tuskrobots Europe B.V. shall be entitled to seek appropriate remedies, including but not limited to:

(i) termination of the contract underlying these general terms and conditions; and

(ii) a penalty of 10% of the total value of such contract or the price of the goods exported, whichever is higher.

11.5. The contracting party shall immediately inform Tuskrobots Europe B.V. of any problems in applying this paragraph 11, including any relevant activities by third parties that could frustrate the purpose of paragraph 11.1. The contracting party shall provide Tuskrobots Europe B.V. with information concerning compliance with this paragraph 11 within two weeks of any simple request for such information.

12. CONFIDENTIALITY

12.1. The contracting party undertakes to keep confidential all information relating to the business of Tuskrobots Europe B.V. and its group companies that comes to its knowledge, including but not limited to all trade and business secrets. The contracting party shall not exploit such information or disclose or make it available to any third party. This obligation shall survive any termination of the relationship between the parties and must be imposed equally on the contracting party's employees, group companies and other agents or assistants.

13. DATA PROTECTION

13.1. The parties undertake to comply with all applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 (GDPR), the Dutch Implementation Act (Uitvoeringswet AVG), and any other relevant statutory regulations, as amended from time to time.

13.2. If Tuskrobots Europe B.V. processes personal data on behalf of the contracting party in the performance of the contract underlying these general terms and conditions, Tuskrobots Europe B.V. acts as a data processor (verwerker) within the meaning of the GDPR. In such cases, the parties shall conclude a separate data processing agreement (‘verwerkersovereenkomst’) as required by art. 28 GDPR, prior to any such processing commencing. If Tuskrobots Europe B.V. processes personal data for its own purposes (e.g. invoicing, account management), it acts as an independent data controller (‘verwerkingsverantwoordelijke’) and its privacy statement, available at www.tuskrobots.eu, applies.

14. FIXED COMMITMENT AND EARLY TERMINATION

14.1. The contract underlying these general terms and conditions constitutes a fixed commitment. The contracting party acknowledges that upon acceptance of the Quotation and/or issuance of an order confirmation, a binding contract is formed for the full scope and duration of the agreed services. The following conditions apply:

14.1.1. The contracting party has no right to unilaterally terminate, cancel, suspend or withdraw from the contract underlying these general terms and conditions, in whole or in part, once the order confirmation has been issued or the Quotation has been accepted. No right of cancellation exists, whether under general contract law, commercial practice or otherwise, except in cases of proven material breach by Tuskrobots Europe B.V. that has not been remedied within 30 days of written notice.

14.1.2. In the event that the contracting party nonetheless purports to terminate, cancel, reduce the scope of, or withdraw from the contract underlying these general terms and conditions for any reason other than a proven and unremedied material breach by Tuskrobots Europe B.V., the full contract value as set out in the applicable Quotation shall immediately become due and payable in its entirety, regardless of the stage of performance reached. Any amounts already invoiced and paid shall be retained by Tuskrobots Europe B.V. and any uninvoiced balance shall be invoiced immediately and become due within 14 days.

14.1.3. In the event the contracting party's withdrawal or cessation of cooperation renders it impossible for Tuskrobots Europe B.V. to complete the agreed services — for example by denying access to the site, withdrawing personnel, or otherwise making continued performance impractical — Tuskrobots Europe B.V. shall be entitled to declare the full contract value due immediately pursuant to paragraph (2), without prejudice to any other rights or remedies available under Dutch law.

14.1.4. Tuskrobots Europe B.V. shall be entitled to collect or arrange for the return of any equipment on the contracting party's premises at the contracting party's cost and risk upon early termination, without this affecting the contracting party's obligation to pay the full contract value.

14.1.5. Tuskrobots Europe B.V. reserves the right to terminate the contract underlying these general terms and conditions with immediate effect in the event of: (i) the contracting party's failure to make any payment when due; (ii) insolvency, bankruptcy or suspension of payments by the contracting party; (iii) material breach of any provision of these Terms and Conditions that is not remedied within 14 days of written notice; or (iv) any act or omission that, in the reasonable opinion of Tuskrobots Europe B.V., poses a safety risk to persons, equipment or property. In such cases, the full outstanding contract value shall remain due and payable.

15. PLACE OF JURISDICTION

15.1. All disputes arising out of or in connection with quotations and contracts entered into by Tuskrobots Europe B.V., and these general terms and conditions, shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam.

16. GOVERNING LAW

16.1. These general terms and conditions, and the contract underlying thereunder, are governed exclusively by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

17. MISCELLANEOUS

17.1. Any purchase orders, amendments to or supplements must be made in writing. The same applies to any waiver of the written form requirement. Set-off (‘verrekening’) of claims by the contracting party against claims of Tuskrobots Europe B.V. or its group companies is only permitted where the counterclaim has been expressly acknowledged by Tuskrobots Europe B.V. in writing, or has been established by a final and binding court judgment. The statutory right of suspension (‘opschortingsrecht’ pursuant to art. 6:52 BW) of the contracting party is not excluded but may only be invoked where the contracting party has a directly related, due and payable counterclaim against Tuskrobots Europe B.V., and must be exercised in good faith and with due proportionality.

17.2. If any provision of these general terms and conditions is held to be invalid or unenforceable, in whole or in part, the validity of all remaining provisions shall remain unaffected. The parties shall replace any such invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the commercial intent and purpose of the original provision.

Tuskrobots Europe B.V. | www.tuskrobots.eu