Version May 2023

1. Scope

These General Terms and Conditions apply to all agreements, quotations, offers, orders, invoices and credit notes that are

applicable between ALLIMEX GREEN POWER BV, registered in the Crossroads Bank for Enterprises with enterprise number

0535.679.035 and having its registered office at 3980 Tessenderlo, Transportstraat 1B, bus 3 (hereinafter referred to as "AGP") and natural or legal persons (public or non

legal entity (hereinafter referred to as the "Customer"), except if and insofar as this is expressly deviated from in writing.

They form an integral part of the agreement between the parties. By accepting an offer or placing an order

at AGP, the Customer acknowledges and confirms his prior knowledge and acceptance of these General Terms and Conditions and renounces

the applicability of his own general conditions, however named. AGP reserves the right to modify its General

Conditions subject to prior notice to the Customer.

2. Conclusion and amendment of the agreement

2.1. All offers and quotations made by AGP, in whatever form, are without obligation unless the offer includes a period for acceptance

is included. Only by written (order) confirmation from AGP or actual performance by AGP shall an agreement come into being.

2.2. If the Customer's order is an order for customised products, the Customer shall provide all necessary information and specifications

of the product to be manufactured to AGP (such as but not limited to dimensions, choice of materials, colours, mechanical parts,

functionality e.d.m) on the basis of which AGP prepares a production drawing of the customised product to be realised, for approval

is submitted to the Customer. The Customer is entirely responsible for the specifications supplied by it on the basis of which AGP will produce the

customised products for the Customer. AGP shall deliver the customised products in accordance with the stipulated

specifications as specified by the Customer and based on the drawing prepared by AGP and accepted by the Customer.

2.3. AGP always has the right to refuse the production of customised products without giving reasons.

2.4.Obvious clerical errors or mistakes in AGP's offers and quotations shall release it from its compliance obligation and/or

any obligations for compensation arising therefrom, even after the conclusion of the agreement.

2.5. AGP reserves the right to suspend the execution of an order when the Customer's account with AGP shows a negative

​due balance or when the Customer shows financial insolvency or negative solvency.

2.6. Unless otherwise agreed in writing, AGP will bear the cost of production drawings made by it as defined in clause

2.2 Charge the Customer at the prevailing line rental rate of EUR 75.00, which may be adjusted by AGP from time to time.

2.7. AGP reserves the right, where appropriate, to change the composition of the materials it uses or the manner of

production and handling of the ordered customised products if and to the extent that this does not materially detract from

the quality and technical capabilities of the ordered customised products.

3. Intellectual property rights

3.1. All execution and/or production drawings prepared by AGP for the completion of the Customer's order shall remain exclusive property

of AGP. The Customer is prohibited from copying such drawing, sharing it with third parties or using it in any other way. For

infringements of the intellectual property rights of the drawings made by AGP, AGP shall be entitled by operation of law to a lump-sum

compensation of 50% of the order amount, as well as the full remuneration of the sign services, without prejudice to AGP's right to

claim higher damages in case of proof of greater damages.

3.2. The Customer shall indemnify AGP for any infringement of AGP's intellectual property by third parties through its actions. The Customer shall indemnify AGP

also fully indemnify for any infringement of third-party intellectual property arising from the production of

customised products at the Customer's request.

4. Prices

4.1. Unless otherwise indicated, all prices are stated in euros and exclude VAT. Except in the event of express written contrary

statement to the contrary on AGP's quotation and/or order confirmation, the prices offered shall exclude, inter alia (and to the extent applicable):

transport costs (where applicable), insurance costs, packaging costs, placement and assembly costs, technical support

and/or after-sales service.

4.2. AGP always reserves the right to provide after-sales technical support (such as, but not limited to, consultancy regarding the

products, their configuration, installation, software troubleshooting, etc.) (including technical support and/or service).

after-sales service) to be charged to the Customer at the applicable line rental rate of EUR 75.00, which may be adjusted by AGP from time to time.

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4.3. Any special additional costs relating to the importation and/or customs clearance of goods to be delivered by AGP to the Customer or other

levies imposed by the government are not included in the price and are therefore exclusively for the Customer's account.

4.4. The amounts shown in the (order) confirmation by AGP are based on the prices, rates existing during the (order) confirmation,

wages, taxes and other factors relevant to the price level. If after the (order) confirmation in one or more of the mentioned

objective factors, AGP shall be entitled to adjust the agreed price accordingly. It shall

immediately notify the Customer accordingly. If a price increase is made pursuant to this provision, and the increase

​amount to more than 10% of the total agreed amount, the Customer shall be entitled to cancel the agreement within 48 hours after it has become known or could have become known

after it became aware or could have become aware of this price increase, in writing and without charge.

4.5. Prices are subject to the dollar exchange rate, AGP reserves the right, in the event of an increase in these dollar exchange rates, to pass them

on to the customer.

5. Payments

5.1. Unless otherwise stipulated, all invoices issued by AGP shall be payable at AGP's registered office within eight days of the invoice date.

Under no circumstances shall the Customer be entitled to set off any claim against AGP against the amount charged by AGP.

Premature payment shall also not give rise to any discount.

5.2. AGP is always entitled to deliver and invoice as a whole or to invoice delivered goods per partial delivery.

5.3. Invoices which are not disputed by registered letter within eight calendar days of their dispatch shall be deemed to be definitively accepted.

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5.4. Payment shall be made by deposit to the account number and under the reference as stated on the invoice.

5.5. AGP is always entitled, both before and after the conclusion of the agreement, to demand security for payment or advance payment,

such with the suspension of the performance of the agreement by AGP, until such security has been provided and/or the

advance payment is received by AGP. Should prepayment be refused, AGP is entitled to dissolve the agreement

and the Customer shall be liable for any resulting damage to AGP.

5.6. AGP shall be entitled to prevent the surrender of goods which it has for the Customer in connection with the performance of the agreed work

in his possession, until all payments due by the Customer to AGP have been settled in full.

5.7. In the event of default of payment on the due date (cf. Art. 5.1), all outstanding amounts owed to the Customer shall become due and payable, whatever the

payment terms that were stipulated. Any unpaid invoice from this date onwards will, by operation of law and without prior

notice of default shall accrue interest at 10% per annum. Any discounts granted will also lapse in that case.

5.8. In the event of default of payment on the due date (cf. Art. 5.1), the Customer shall also be legally and without prior notice of default liable for a

flat-rate compensation of 10% of the invoice amount, with a minimum of EUR 125.00 and subject to the right of

AGP to prove the higher damages actually suffered by it. Any additional expenses such as e.g. court fees are not

included in this liquidated damages and are charged separately to the Customer.

5.9. The late, incomplete or non-payment of one due invoice makes all non-due invoices due and payable.

6. Dissolution and termination

6.1. If the Customer fails to perform any obligation under the agreement or fails to perform it on time, AGP is entitled, without any obligation to

compensation and without prejudice to its rights, to dissolve the agreement in whole or in part out of court

​by a written notification to the Customer and/or to demand immediate payment in full of any amount owed by the Customer to AGP

claim and/or invoke retention of title.

6.2. AGP is entitled to dissolve the agreement extrajudicially with immediate effect, without any obligation to

damages and without prejudice to its rights, if the Customer files for suspension of payment or bankruptcy

or if it should be applied against it, as well as in all cases in which the whole or part of its assets are seized.

All invoiced amounts shall then become immediately due and payable.

6.3. In the event of dissolution, the Customer shall also be liable, by operation of law and without prior notice of default, for liquidated damages

of 50% of the invoice amount, with a minimum of EUR 125.00 and subject to AGP's right to charge the

actually suffered higher damages.

7. Force majeure and hardship

7.1. Subject to provisions of mandatory law or public policy, AGP shall not be liable if any failure is due to force majeure

or hardship. During the period of force majeure or hardship, AGP may, at its discretion and

at its own discretion and without prior notice of default or judicial intervention being required, and without any right to

compensation to the Buyer: (1) propose to the Buyer to replace the missing products and/or components with a

functional equivalent; (2) suspend the performance of its obligations (at least temporarily) and/or (3) invite the Buyer to the

renegotiate the terms of performance of the agreement in good faith. If the period during which the performance of the

obligations by AGP is impossible or seriously impeded by force majeure or hardship, lasts longer than three months, or if

a renegotiation of the agreement is refused by the Buyer or does not lead to a new agreement, then both

the parties are entitled to terminate the agreement without judicial intervention, without any obligation to pay damages in

this respect.

7.2. The term 'force majeure' or 'hardship' as referred to in this article shall in any case mean unforeseen circumstances, including from

economic nature, which are beyond the fault or control of AGP, including but not limited to:

natural disasters, wars, hostilities, attacks, whether in Belgium or in any other country in which any branches of AGP or its

supply and sister companies are located, illness, machine defects, technical accidents, fire or flood, serious breakdowns

in the company, cyber attacks, forced downsizing of production, extreme price increases of materials and/or raw materials,

scarcity of materials and/or raw materials, unavailability of materials and/or raw materials, economic sanctions imposed against

any country in which any branches of AGP or its supply and sister companies are located, strikes and lockouts, both at

AGP as at its supplying companies, delays in transport or delayed or faulty delivery of items or materials, such as energy,

raw materials or parts by third parties including AGP's subcontractors. The Customer's inability to meet its

payment obligations due to insolvency or lack of financial resources is neither considered force majeure nor hardship

considered.

7.3. If at the occurrence of force majeure or hardship AGP has already partially fulfilled its obligations, or has only partially fulfilled its

obligations, it is entitled to invoice the part already delivered or the deliverable part separately and the Buyer is obliged to

pay this invoice as if it were a separate agreement.

8. Order cancellation

8.1. The Customer may not cancel an order accepted by AGP without AGP's prior written consent. Notwithstanding

the right of AGP to request performance of the contract, AGP and the Customer agree that in the event of cancellation by the Customer a

damages will be due of at least 30% of the price of the cancelled order as compensation for the incurred

costs and loss of income, without AGP having to prove the existence or extent of the damage and notwithstanding the right of

AGP to seek higher damages on proof of greater damages.

8.2. The Customer acknowledges and accepts that an order for customised products cannot be cancelled by the Customer under any circumstances. From the

moment AGP has confirmed the order to the Customer (cf. clause 2.1), the Customer is always obliged to take delivery of the order and pay the full

price, unless otherwise agreed in writing with AGP.

9. Delivery

9.1. Unless otherwise agreed in writing (e.g. on the order confirmation), delivery shall take place in accordance with the applicable ICC

INCOTERM (2020) 'Ex Works'. If the Customer refuses acceptance at the agreed time, is impossible or unreasonably difficult

or fails to provide information or instructions necessary for the delivery, AGP is entitled to the goods

stored at the Customer's expense and risk, such without prejudice to AGP's right to dissolve the agreement.

9.2 Goods shall be deemed delivered as soon as AGP has notified the Customer that the goods, whether or not yet to be fully or partly assembled, are ready for collection by the Customer or for dispatch by order of the Customer at AGP or a third party.

From the moment of delivery the Customer shall bear all risks associated with the goods delivered.​

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9.3. In the production of customised products, due to the nature of the production process and of the material used, there may be deviations

occur up to +/-10% of the quantity stated in the order confirmation. Insofar as the quantity deviation does not exceed 10%,

the Customer shall accept the delivered goods without reservation and pay their price.

9.4. If, notwithstanding clause 9.1, it is expressly agreed that AGP shall provide the transport of the goods, AGP shall

act only as agent and both the costs and the risk of loss, damage and theft before, during and after transport shall be borne by

the Customer, except in the event of intent or fraud on the part of AGP. The Customer shall also be responsible for unloading the container himself,

unless otherwise stated in writing. Should AGP still need to unload, AGP shall charge the costs thereof to the Customer. This

provision applies irrespective of whether the Customer or any of its appointees was present at the time of delivery and irrespective of whether the Customer or any of its

appointees a delivery note was signed. The mention of another ICC INCOTERM (2020) on AGP's order confirmation

does not affect this provision.

9.5. If the parties agree that the unloading of the container or cargo is to be done by AGP, the Customer shall ensure

that the delivery site is easily accessible and that persons are present at the delivery who can provide any necessary or useful information

provide in order to enable AGP to unload the goods. In any event, AGP can only be obliged to deliver

on the ground floor. Failure to comply with this obligation shall always entitle AGP to refuse to make the delivery.

In such event, AGP shall be entitled to reimbursement for all costs incurred by it, including travel expenses and the

working hours.

9.6. The statement of delivery dates in offers, quotations, agreements or otherwise shall always be made by AGP to the best of its ability

and these terms will be met as far as possible, taking into account the availability of these

goods and/or services. The Customer acknowledges that, unless expressly agreed otherwise, this delivery date for goods and/or

services is purely indicative. Failure by AGP to comply with this indicative period shall in no case give rise to the

dissolution of the agreement or to the right to compensation. Partial deliveries are always permitted. Delay in payment

by the Customer of certain advance payments on the sale price, may give rise to a proportionate delay in the delivery period.

9.7. If the delivery period or the place of delivery or the circumstances of delivery change at the Customer's request, or if the Customer

provided incorrect information in this regard, AGP shall be entitled to payment of the relevant additional

costs.

9.8. If the Customer requests that AGP/the carrier should deliver/leave its goods at a particular place, in the absence of the

Customer, the Customer acknowledges and accepts that the risk of loss/damage/theft of the goods passes irrevocably as of its request

on the Customer. AGP/carrier, if applicable, shall not be liable in any way for any loss/damage/theft

of the goods delivered.

10. Warranty

10.1. If a guarantee is provided by AGP to the Customer in respect of work or goods delivered or to be delivered by it,

it shall give express written notice thereof to the Customer. In the absence of such express written notice,

the Customer cannot invoke any warranty, without prejudice to its statutory rights arising from mandatory provisions.

10.2. In the event of a valid warranty claim on the part of the Customer, AGP shall - at its discretion - repair or replace the goods delivered,

unless this has meanwhile become demonstrably pointless for the Customer. If AGP informs the Customer that it will carry out repairs,

the Customer shall, at his own expense and risk, make the delivered goods available again to AGP.

10.3. All warranty obligations of AGP shall lapse if the defects or imperfections of the delivered goods alleged by the Customer are

result from (i) any incorrect, careless or incompetent use or management of the items by the Customer, its appointees or third parties

or (ii) of a modification of the delivered items by the Customer, its appointees or third parties to which AGP has not agreed or (iii) of

extraneous causes such as, but not limited to, fire or water damage.

11. Liability

11.1. AGP's maximum liability shall be the agreed price of the product that caused the damage or damage

not exceeded.

11.2. AGP cannot be held liable for the consequences of use and any consequences that the user, a third party or their

goods incurred by the products delivered, placed and/or transported. Sales are and will continue to be placed to order and at the risk

of the Customer, who is liable for accidents and violations that occur. The Customer is also liable for and shall, in

where appropriate, indemnify AGP for all damages (including fire) caused by the products.

11.3. AGP does not guarantee the quality of its products in the event of abnormal use, poor maintenance, modification of the goods, (de-)assembly or

repair by the Customer.

11.4. Except for its own fraud or wilful misconduct, AGP shall not be liable for incidental or consequential damages (including but not limited to:

injuries, damage to property, financial loss, lost profits, personnel costs, damage to third parties, loss of

income, image damage, data loss). The Customer waives any recourse against AGP and/or its appointees in this regard.

12. Complaints

12.1. Immediately after receiving the products, the Customer must carefully check whether the quantity received corresponds to the

quantity ordered. Complaints concerning the quantity, (non-)conformity or condition of the delivered goods must reach AGP

​by registered letter within two calendar days of receipt of the consignment on penalty of lapse.

​12.2. Complaints about defects (including those covered by the manufacturer's or supplier's warranty, which warranty is directly against the

Customer was stipulated) must, on penalty of forfeiture, no later than eight calendar days after receipt of the goods (in case of visible

defects) and no later than eight calendar days after discovery (in case of hidden defects) by means of a reasoned registered

writing to AGP. The use or any pre-sale of the goods shall negate any liability of AGP.

The claim relating to hidden defects must be brought within 15 calendar days of the discovery of

the defect or after the defect should reasonably have been discovered. Complaints and/or disputes of any kind shall give the Customer

never the right to suspend the fulfilment of its obligations towards AGP, nor the right to cancel the entire order or delivery.

If the complaint is well-founded, AGP's maximum liability shall in any event be the agreed price of the

respective delivery of the product do not exceed.

13. Right of ownership

13.1. All goods to be delivered and supplied by AGP shall under all circumstances remain the property of AGP as long as the Customer has any claim of

AGP, including in any case the claims for payment of the price, has not been paid.

13.2. The Customer is obliged to treat the goods delivered under retention of title with due care and as recognisable property

of AGP to be kept.

13.3. The Customer shall not be entitled to pledge, otherwise encumber or transfer all or part of the goods delivered under retention of title to third parties until ownership thereof has been transferred to the Customer, except to the extent such transfer takes place in the course of the Customer's usual business activities.

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13.4. Whenever circumstances require, including but not limited to the case where the Customer is declared bankrupt or

a third party threatens to seize or has seized the goods, the Customer shall per

​registered letter of AGP's ownership. The Customer shall promptly notify AGP by registered mail.

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13.5. If the Customer fails in the fulfilment of its payment obligations to AGP or AGP has good reason to fear that the

Customer shall fail in those obligations, AGP shall be entitled to take back the goods delivered under retention of title.

The Customer warrants - if necessary on behalf of a third party (buyer) or holder - that, at AGP's first request, it will be communicated where

​the goods are located, and that they will be returned to AGP at the Customer's expense and risk, if AGP so requests.

To the extent necessary, AGP is hereby granted an irrevocable mandate to take back as well as a mandate

to enter the necessary premises for this purpose. After repossession, the Customer shall be compensated for the market value, which shall in no case exceed

may be than the original price the Customer had agreed with AGP, less the costs incurred by AGP from the repossession

arising.

14. Severability

14.1. As far as possible, the provisions of these General Terms and Conditions and of the agreement shall be interpreted in a manner that is

valid and enforceable under applicable law.

14.2 The (partial) nullity, unenforceability, unenforceability or unenforceability of one or more provisions of these

General Conditions or from the agreement, shall not affect the application of its other provisions and shall not affect the

validity of it.

14.3. The parties shall endeavour to replace any provision deemed to be void, unenforceable, unenforceable or unenforceable

by a clause consistent with the parties' intentions.

15. Applicable law and competent court

15.1. All agreements concluded with AGP as well as disputes relating thereto shall be governed exclusively by the Belgian

law, excluding the Vienna Sales Convention.

15.2. In the event of disputes arising from the contract or these general terms and conditions, which form an integral part of it, are

only the appropriate courts of the judicial district of Antwerp, Hasselt division have jurisdiction.