Terms and Conditions

1 VALIDITY AND ACCEPTANCE OF THESE TERMS AND CONDITIONS

1.1 These general terms and conditions are applicable to all Contracts between AMVOXEL , with its registered offices at Broederlijke-Weversplein 16, 9000 Gent with company number 1020.702.690 (hereinafter referred to as “AMVOXEL”) and its customers.

1.2 These general terms and conditions are deemed accepted by the Customer, even when they are conflicting with the Customer’s terms and conditions. The latter only have binding effect upon AMVOXEL when explicitly agreed in writing. The fact that AMVOXEL did not explicitly reject the terms and conditions of the Customercannot be interpreted by the Customer as an acceptance of such terms and conditions.

1.3 The designated person, the employee, or any other person who represents or acts for the Customer, is deemed to have the necessary mandates to legally enter into a Contract on behalf of the Customer.

1.4 Depending on the context, and unless otherwise stipulated, the following words (in plural or singular) will have the following meanings:

• “Customer” refers to any client, prospect, partner or contracting party;

• “Contract” refers to any proposal, quote, quotation, orders, order (form), service agreement, distribution agreement or any other agreement between the parties;

• “Services” refers to any work, task, process, consultancy, development, training, transport, maintenance or repair in web development, digital marketing and associated fields offered and/or provided by AMVOXEL or in the name of AMVOXEL;

• “Product” refers to any design for 3D printing, or any equipment, device and part developed, manufactured, sold and/or distributed by AMVOXEL;

• “Software” refers to any IT programs, IT solutions or IT platform supplied by AMVOXEL with the Product(s).

2 OFFERS AND ORDERS

2.1 All offers and price lists of AMVOXEL are provided for information purposes only and do not legally bind AMVOXEL. AMVOXEL may issue updated price lists from time to time.

2.2 AMVOXEL cannot be held liable for failures or delays in executing an order due to circumstances beyond AMVOXEL’s control, e.g. when the Product is out of stock, delivery failure of AMVOXEL’s suppliers, the destruction of Products due to accidents, strikes, fire, floods, etc. AMVOXEL has no obligation to prove the unforeseeable nature of such circumstances.

2.3 Deviations from Contracts, including these general terms and conditions, are only allowed and valid if confirmed by means of an explicit and written agreement between the parties.

3 PRODUCTS AND SERVICES

AMVOXEL undertakes to use its best endeavors and all reasonable care to perform its obligations inconformity with the terms and requirements agreed by the parties in the Contract or in any written agreement(s) made afterwards by the parties. AMVOXEL is not bound by any exclusivity toward Customer.

4 COMPLIANCE AND WARRANTY

4.1 The Products are manufactured in accordance with the norms and standards in force in Belgium and in the European Union, and according to the specifications detailed in the relevant Contract.

4.2 AMVOXEL reserves the right to modify some features of the Products, Services and/or Software without warning or agreement from the Customer as long as their expected quality are not reduced. As soon as the Products, Services and/or Software are available to the Customer, the Customer must examine them carefully within calendar 15 days, and give specific details of any apparent non-compliance for which AMVOXEL is responsible.

4.3 AMVOXEL guarantees that the Products are free from having any invisible material or manufacturing faults/defects for which it is exclusively responsible, during one (1) year from the delivery date, provided however that such defects existed in the Products themselves at the moment of sale and are not due to external cause, alteration, abuse, negligence, misuse, unreasonable use, transport, loading/offloading, abnormal conditions of temperature or humidity, dirt, or in an otherwise improper manner, either intentional or otherwise, caused by the Customer or by a third party.

4.4 If there are faults/defects according to the terms of the last two points, these must be reported to AMVOXEL by means of email (hello@amvoxel.be) or registered letter, within three (3) days following their discovery. After this period, the notification will no longer be taken into account. If the notification is accepted, AMVOXEL will exchange or repair (in part or in full) the faulty Products. The repaired or replaced Products (or parts) will be sent to the Customer within a reasonable delay. Products will continue to be covered by the guarantee for the remaining period of the original guarantee but no longer than this. The cost of packing and return will be borne by the Customer.

4.5 In the event that the Parties disagree on the faults/defects, they will rely on an independent expert chosen by them. They shall share the expert’s costs equally. Analysis supplied and/or decision made by this expert shall be binding for the Parties.

4.6 AMVOXEL may suspend its obligation of warranty as long as the Customer does not execute entirely its own obligations. Such suspension does not extend the initial warranty period.

4.7 No other warranties/guarantees whether statutory, written, oral, express, implied, including without limitation the warranties of merchantability or fitness for a particular purpose for instance, or otherwise, shall apply.

5 PRICES AND INVOICES

5.1 The price for the Products and/or Services will be as mentioned on the order confirmation or on AMVOXEL’s quotation.

5.2 The prices mentioned do not include VAT, other taxes, costs and packing. All taxes, (transportation) costs, packing, insurances, are at Customer’s expense, unless otherwise explicitly agreed.

6 DELIVERY AND TERMS OF DELIVERY

6.1 The delivery dates are indicative and are not binding on AMVOXEL. Delays in the delivery can under no circumstance be a reason for Customer to claim any penalties and/or compensation and/or cause the termination of a Contract.

7 USE AND HANDLING OF THE PRODUCTS

The Customer acknowledges that the Products: – are fragile items that must be handled, transported and stored carefully, in a dry and clean area, at the appropriate temperature and stored in accordance with the user manual; – must be used only in conformity with the documentation, user’s manuals, procedures, guidelines and with all requirements that AMVOXEL may express either in the Contract, in any amendments, during the training courses, online or by any other means written or oral whatsoever.

8 TRANSFER OF TITLE AND RISK

8.1 The delivered Products shall remain the property of AMVOXEL until paid for in full, including all costs, interests and damages, when applicable. At the moment of full payment, title of ownership of the delivered Products will pass to the Customer.

8.2 The Customer will under no circumstances obtain any ownership rights in any delivered Products or in any Products put at its disposal, if the Products are not paid in full. More specifically, the Customer will not be allowed to transfer the delivered Products nor any ownership right pertaining thereto to any third party, nor to pledge or to encumber the Products with any other right, nor to incorporate the Products into other products. The Customer will immediately notify AMVOXEL by means of a registered letter of any confiscation performed or any claim made by any third party.

8.3 The relationship between AMVOXEL and the Customer is governed by the “Incoterms 2020”. Unless otherwise stipulated, all deliveries shall be made INCO term EX WORKS (from the AMVOXEL’s office in Belgium).

8.4 Even in the event AMVOXEL organizes and/or pays for the transport of the Products for the Customer, the risk of loss and damage shall pass to the Customer at the moment the Products are made available for collection at AMVOXEL’s site in accordance with the INCO term EX WORKS.

9 COMPLAINTS

9.1 When the Products or Services are damaged, incomplete, have errors or have any other visible non[1]conformity, the Customer shall be entitled to refuse the Products and/or Services or shall have the right to only partially accept the Products or Services, subject to mentioning the reasons for such reservation in writing and in a detailed manner. The acceptance of the Products and/ or Services at the time of delivery or of performance implies that the Products and/or Services comply with the specifications and that no visible defects are present.

9.2 Every complaint regarding visible defects at the time of delivery have to be reported to AMVOXEL by means of email or registered letter, within seven (7) calendar days after the delivery and with a reference to the number of the relevant order or invoice. After expiration of this period, the complaint will no longer be accepted and valid. Any return of the Products will only be executed after a prior written confirmation by AMVOXEL.

9.3 Every complaint regarding the invoices of AMVOXEL has to be communicated to AMVOXEL by means of email or registered letter within fourteen (14) calendar days after the receipt of invoice. In absence thereof, the invoice will be considered accepted, without any reservations, and must be paid at the date as specified on the invoice.

10 WARRANTY OF THE DELIVERED PRODUCTS/SERVICES - LIABILITY FOR DEFECTS

10.1 AMVOXEL’s obligations are obligations of means, unless expressly agreed otherwise in writing. Performance of the Contract, in particular provision of Services, may require assistance by the Customer and/or access to (sufficient, up-to-date) information, which the Customer shall provide in good time. The Customer acknowledges that inadequate assistance may

10.2 To the maximum extent permitted by law and without prejudice to article 4, AMVOXEL's liability (contractual and extracontractual) is limited to serious defects or errors in the Products (including Software) or Services that appear within a period of three (3) months after the delivery of the Products or provision of the Services.

AMVOXEL does not warrant that the delivered Products or Services will be free from any defect and/or error and/or will be able to meet the specific demands and/or requirements of the Customer and/or user.

This warranty is only valid, if the delivered Products are used in compliance with their specifications and for the purposes they are conceived for. Under no circumstances, shall AMVOXEL be liable for defects that did not originate in the Product or Service (e.g., caused by bad storage, abnormal or incorrect use, incorrect installation, incorrect maintenance or repair by the Customer or any third party not authorized by AMVOXEL, or that result from alterations carried out without AMVOXEL's prior written consent. This warranty does also not apply to normal wear and tear of the Products.

10.3 The liability of AMVOXEL is purely contractual and is limited to the reparation or replacement of the defective Products (or parts thereof) or reperformance of the Services, at its sole discretion, and does not comprise any other compensation for losses, which are exclusively at the expense of the Customer. AMVOXEL is under no circumstances obliged to pay any damages to the Customer or to any third party, for any indirect damage such as but not limited to damage resulting from loss of data, loss of profit, damage to products or persons.

10.4 To the maximum extent permitted by law, AMVOXEL shall not be liable for financial damages or for material damages to property caused by the Products. Nor shall AMVOXEL refund the value of the damaged Products, or be liable for the damage caused to the products manufactured by the Customer, or to products of which the purchased Products are part.

10.5 AMVOXEL’s liability shall not be increased if the Customer sells the Products to a third party. The Customer will fully indemnify and hold harmless AMVOXEL against all claims or potential claims of its buyers, customers and/or users against AMVOXEL and especially for such claims which would surpass the limitations of the claims the Customer could file against AMVOXEL.

10.6 Except as stipulated in Clauses 10.1-10.5 and to the maximum extent permitted by law, AMVOXEL shall not be liable for any other defects or errors in the Products and/or Services. Within the legal limitations, any extracontractual claim against an agent of AMVOXEL is excluded. In no event however shall AMVOXEL’s liability for direct damages exceed an amount equal to 10% of the order value. AMVOXEL shall in no event be liable for indirect, consequential and incidental damages to Customer.

11 INTELLECTUAL PROPERTY RIGHTS

11.1 Except as otherwise explicitly agreed in writing between AMVOXEL and Customer, all intellectual property rights in the Products and/or Services remain the exclusive ownership of AMVOXEL and/or its licensors. The Customer will under no circumstances be allowed to transfer, publish, hand over, pledge or loan the intellectual property rights, free of charge or in any other way. The user will maintain all property notices of

AMVOXEL, its affiliates and its licensors, if any, displayed on the Products, Software and the manuals.

To the maximum extent permitted by law, the Customer is not allowed to alter, reverse engineer, decompile, copy, allow or stimulate the copying of the Products or components in any way whatsoever, nor to remove the aforementioned property notices.

11.2 The Customer agrees to inform AMVOXEL immediately whenever it becomes aware of a patent or other intellectual property right, which is or might be infringed in the course of the performance of a Contract. If an infringement claim is brought against the Customer by a third party, the Customer shall immediately inform AMVOXEL in writing thereof, and allow AMVOXEL to take over the defence. If a final judgement holds the Customer liable for (patent) infringement by the delivered Products, the damages which AMVOXEL may owe to the Customer shall not exceed an amount equal to the sales price paid by the Customer for the infringing Products.

Under no circumstances does AMVOXEL assume any liability for any use or application which the Customer or any third party makes of the delivered Products and which may infringe rights of third parties (e.g., intellectual property rights).

11.3 In the event AMVOXEL produces or manufactures Products for the Customer according to the design, configuration and specifications of the Customer, the Customer represents and warrants that (i) such design, configuration and specifications do not and will not infringe on any third-party right (e.g., intellectual property right or other proprietary right) and are fit for the purpose of use, and (ii) such Products are safe in design, configuration and application and do not contain any risk for the health and safety of any person using them. The Customer will fully indemnify and hold harmless AMVOXEL from any and all claims, damages, losses and costs which AMVOXEL incurs or may incur due to the manufacturing, production, and/or use of these Products.

12 TERMS OF PAYMENT

12.1 Every order made by the Customer is irrevocable, regardless of whether or not a down payment was made.

12.2 All invoices of AMVOXEL are to be paid net and without discounts, including all taxes (a.o. withholding taxes), at the time and upon the conditions specified on the invoice or if nothing is mentioned within thirty (30) calendar days from the date of the invoice. Any invoice or part thereof which is not paid on its due date shall automatically and without prior notice, bear a monthly interest of 1% and the Customer will be liable to pay a compensation of 10% of the unpaid amounts (with a minimum of EUR 150). For the purposes of interest, any month begun will be considered a full month.

If any invoice or part thereof is not paid on its due date, and the Customer fails to remedy the issue within a reasonable time period after receiving written notice, AMVOXEL shall have the right to stop or suspend the provision of Services, maintenance or delivery of Products to Customer.

12.4 The non-payment of one or more of the invoices on the due date, all applications for the postponement of payment, even unofficial, all applications for bankruptcy, or any other fact which demonstrates the Customer’s inability to pay, renders the amounts of all the other invoices due, even if they have not yet become due, and immediately claimable, without the necessity of prior or formal notice. In addition to that, e

Customer fails to remedy the issue within a reasonable time period after receiving written notice, AMVOXEL reserves the right in such cases to suspend the execution of any Contract with the Customer, with regard to the Products already shipped, any measures required to prevent the Products from entering into the possession of the Customer and to secure its rights.

AMVOXEL is also entitled to require a security or bond for such payments, at its sole discretion. 12.5 In case of a unilateral rescission by the Customer of an order (contrary to article 12.1), the Customer will pay an indemnification of a minimum amount of 30% of the total amount of the order. A higher indemnification can be requested when AMVOXEL can prove that the damage incurred by AMVOXEL is higher than such 30%.

12.6 Any bank charges, costs and fees are to be borne solely by the Customer.

12.7 If AMVOXEL consents to a delay in delivery of Products or performance of Services as requested by the Customer, any amounts to be paid upon shipment shall become due on the date when AMVOXEL is prepared to execute the Contract, and Products held for the Customer after such date shall be held at the risk and expense of the Customer.

12.8 In the event that the Customer refuses or delays accepting or receiving the Products, Services and/or Software, and such is not due to any action or inaction by AMVOXEL, it shall make the payment(s) in accordance with the terms and conditions initially agreed by the parties, and reimburse to AMVOXEL all costs caused by the refusal or delay caused by the Customer.

13 CONFIDENTIAL INFORMATION

13.1 The Parties agree that all information contained in documents marked "confidential" and forwarded to one by the other will (i) be received in strict confidence, (ii) be used only for the purposes of the transactions under these general terms and conditions, and (iii) not be disclosed by the receiving party, its agents or employees without the prior written consent of the disclosing party, except to the extent that the receiving party can establish adequate written proof that such information:

• became part of the public domain through no act or omission of the receiving party, its employees, agents, successors or assigns;

• was lawfully disclosed to the receiving party by a third party having the right to disclose it;

• was already known by the receiving party at the time of disclosure;

• was independently developed by the receiving party; or

• is required by law or regulation to be disclosed.

13.2 Each party’s confidentiality obligations hereunder shall be fulfilled by using at least the same degree of care with the other party’s confidential information as it uses to protect its own confidential information of a similar nature, and with at least a reasonable degree of care.

14 SEVERABILITY

14.1 If at any time one or more provisions of these general terms and conditions is or becomes invalid or unenforceable (in whole or in part), the validity and enforceability of the other provisions or part of a provision shall not be affected or impaired in any way to the extent, in view of the substance and purpose of this these general terms and conditions, the remainder is not inextricably related to and therefore inseverable from the invalid or unenforceable provision or part thereof.

14.2 In the event of any such invalidity or unenforceability, the parties shall negotiate in good faith with a view to agreeing on a valid and enforceable replacement provision which, to the extent practicable, is in accordance with the substance and purpose of these general terms and conditions and in its economic and legal effects comes as close as possible to the invalid or unenforceable provision.

15 CUSTOMER REFERENCES

Unless otherwise agreed in writing, AMVOXEL can quote the Customer’s name (including Customer’s logos and pictures) as a reference in any format and support (brochures, websites, displays, posters, press releases, etc.), as well as general information in the public domain about the Products, Services and/or Software provided by AMVOXEL to the Customer.

16 NON-SOLICITATION

The Customer shall not to solicit, directly or indirectly, personnel (e.g., employees and independent service providers) of AMVOXEL, without the prior express and written agreement of AMVOXEL. This obligation is valid for the duration of each Contract and for 12 (twelve) months after its expiration or termination, for whichever reason.

Where this obligation is not honoured, the Customer shall be liable to pay compensation equal to 12 (twelve) months of the gross salary that the solicited employee was receiving at the time he/she was solicited.

17 SURVIVAL

The obligations set forth in the sections entitled “Customer references”, “Intellectual property”, “Confidentiality”, “Limitation of liability” shall survive cancellation, termination or nullity of any contract between the parties.

18 EXCLUSIVE JURISDICTION AND APPLICABLE LAW

18.1 These general terms and conditions, and any Contracts to which they apply, shall be governed by Belgian law, and no effect shall be given to any principles of conflict of law that could cause the laws of any jurisdiction other than Belgium to be applicable.

18.2 All disputes in relation to these general terms and conditions and the Contracts are subject to the exclusive jurisdiction of the courts of Ghent - Belgium.