GENERAL CONDITIONS PRODUCTS AND SERVICES

Filed with the Chamber of Commerce on 19 October 2023

1. General
1.1 With the exclusion of any terms and conditions used by Client (as defined below), these general conditions for sales and services (the "General Conditions") apply to all offers made by, all agreements entered into by, all orders accepted, all services rendered and all products produced and/or sold by Rondal B.V. ("Rondal") as seller, manufacturer, designer, engineer, contractor, storage provider, advisor or services provider (jointly an "Agreement" or the "Agreements").
1.2 In case of a conflict between any of the provisions of these General Conditions and a provision of a specific Agreement, that conflicting provision of that specific Agreement shall prevail.
1.3 These General Conditions apply to all present and future Agreements between Rondal and Client (as defined below), unless specifically agreed otherwise.

2. Definitions
2.1 The following words and expressions shall have the meaning ascribed to them below:
"Client": any natural person or legal entity identified on the purchase order, offer or Agreement as buyer or principal of Work.
"Contractor": Rondal and where the context so admits Rondal's workmen, employees, agents and/or representatives, successors and permitted assignees.
"Delivery": the earliest of the events mentioned in Clause 4.1, or any other form of delivery as specified in an Agreement.
"Force Majeure": this includes the meaning given thereto in the Dutch Civil Code and any delays caused by pandemics or epidemics, delivery delays of any parts (provided these were ordered in time), governmental or supra national directives, orders or sanctions, fire, flooding, accidents, damage to the Work or any adverse weather.
"Party": Contractor or Client.
“Purchased Items”: any supply, item, equipment or part thereof as purchased by Rondal as part of the Work.
"Warranty": the warranty undertakings made in Clause 6.
"Warranty Period": a period of 12 (twelve) months, commencing at Delivery on workmanship, excluding the Purchased Items.
"Work": design-, engineering-, repair-, tuning-, upgrade-, advisory-, storage- and maintenance services, tests & trials, warranty services, labour, assistance, production of materials, equipment, spare parts and any other services, goods and data supplied or performed by Contractor for Client.

3. Price and payment
3.1 All offered or agreed prices are to be increased with VAT, which always comes for Client's account. Unless the Contractor specifically offers a fixed price for its Work, all price offers are to be considered cost estimates based on time, material and Contractor's surcharge. All Work is delivered under Incoterm "Ex Works" (EXW) with all transportation costs and risks for Client's account.
3.2 Client hereby irrevocably waives any rights to setoff or suspend payment of any sums payable by it to Contractor.
3.3 The payment term for all of Contractor's invoices is 14 (fourteen) calendar days from the invoice date. Client is deemed in payment default after expiry of that term, without further notice required. After expiry of that term Contractor is entitled to charge the Dutch legal trade interest rate over the overdue invoice amount and a surcharge of 15% (fifteen per cent) of the invoice value in case it has to retain legal assistance in order to collect the invoice amount. Contractor is only obliged to accept payments coming from a bank account held in the name of Client. No cash payments are accepted.
3.4 In addition to the other rights of Contractor in case of late payment by Client, Contractor may suspend part or all of the performance of the Agreement (including warranty work) for the period that a payment by Client is overdue. The consequences of such suspension are for Client's account.
3.5 Title to all parts of or data relating to any (part of) any Work remains with Contractor until Client has met all of its payment obligations towards Contractor, whether payable under the Agreement relating to that Work or whether payable under any other past or future agreement or contract. If title to any part of the Work due to operation of law shifts to Client before Client has fulfilled all of its payment obligations towards Contractor, Client hereby in advance and irrevocably grants a first rank right of pledge over such part or parts of the Work as security for all of Client's present and future indebtedness to Contractor.
3.6 In case of overdue payments Client hereby irrevocably undertakes to provide to Contractor, at Contractor's first written demand, such collateral as demanded by Contractor to serve as security for Client's payment obligations.

4. Completion and Delivery
4.1 The Work is considered completed and delivered at the earliest of the following dates: (i) 7 (seven) calendar days from that date on which Contractor has informed Client in writing that the Work is completed and at Client's disposal, unless Client – within that 7 (seven) calendar days term – has provided Contractor with material and specified objections against the quality or quantity of the Work; (ii) the date on which Client has accepted delivery of the Work; or (iii) the date on which Client starts to use all or part of the Work.
4.2 Client is not entitled to reject Work or any part thereof on account of minor defects that do not have a material impact on the operational use of the Work and which Contractor has undertaking to repair or replace within a mutually agreed period.

5. Delivery time & force majeure
5.1 All delivery or completion times are estimates and are based on the assumption that: (i) Contractor can complete or continue the Work uninterrupted and as foreseen; (ii) Client supplies all agreed data and parts at the agreed time(s) and complies with the agreed payment schedule for the Work; and (iii) Client makes – when applicable – the involved vessel available at the agreed time(s) and location(s), if this is a requirement for completion or delivery of the Work. The (additional) costs of Contractor resulting from delays attributable to Client are for Client's account, which includes (but is not limited to) waiting time, travel time, travel and stay costs, additional costs charged by subcontractors or suppliers etc.
5.2 Contractor is entitled to claim Force Majeure in case any of the events defined in Clause 2.1 (Definitions) under "Force Majeure" occurs and to partly or fully suspend performance of an Agreement if the performance is wholly or partly impeded or rendered more difficult due to the occurrence of such Force Majeure event(s), whether temporarily or not.

6. Warranty
6.1 Provided that Client has fulfilled all its contractual obligations and has paid all amounts due to Contractor and subject to the provisions of this Clause 6 (Warranty), Contractor warrants
during the Warranty Period the soundness and good quality of the Work and its workmanship.
6.2 The Warranty on Purchased Items is limited to the warranty given by the respective suppliers of the Purchased Items to Rondal.
6.3 Client irrevocably and unconditionally undertakes to give Contractor immediate written notice of any defect that could give rise to a warranty claim, such notice is under all circumstances to be received by Contractor within 10 (ten) calendar days from the date on which Client discovered or could reasonably have discovered a defect that could give rise to a warranty claim. In case Contractor has not received the above written notice within said period, Contractor is unconditionally released from its warranty in respect of the defect to which that notice refers or should have referred.
6.4 Any defect which falls within Contractor's warranty obligations pursuant to Clause 6 (Warranty) (the "Warranty Work") shall be remedied by Contractor at Contractor’s premises in the Netherlands (or at a third party location, see Clause 6.4 (Warranty Work at another location), for the account of Contractor. Contractor's warranty on Warranty work expires at expiration of the initial Warranty Period that commenced at Delivery.
6.5 If bringing the (relevant part) of the Work to Contractor’s premises in the Netherlands would, in the reasonable opinion of Contractor, result in unreasonable costs to Client, Contractor is allowed to designate a third party and authorize that third to perform the Warranty Work at Contractor's costs and under Contractor's instructions. Contractor may send its own personnel or subcontractors to execute the Warranty Work or to inspect the defect and/or to oversee any Warranty Work performed at or by that third party. Travel time, travel costs and lodging for such personnel or subcontractors will in that case be for Client’s account.
6.6 The costs of bringing the vessel or the relevant part(s) of the Work to the premises of Contractor in the Netherlands or to the premises of a third party designated by Contractor pursuant to Clause 6.4 (Warranty Work at another location) for the performance of Warranty Work, will always be for Client's account. Contractor bears no liability for towage, dockage, wharfage, port dues, crew costs or other operational expenses or transportation costs relating to making the vessel or the relevant part(s) of the Work available for the performance of Warranty Work.
6.7 No obligation to perform Warranty Work rests on Contractor if the vessel is not manned in accordance with her mandatory manning standards, if the crew has no proven experience in operating vessels or rigging with the characteristics of the vessel and/or the Work and provided that Contractor has material reasons to believe that the cause of the defect for which warranty work is requested is attributable to vessel's crew. No warranty obligations rest on Contractor for any defects resulting from normal wear and tear, overloading, corrosion of materials as a consequence of accident, fire, improper stowage, non-adherence to operating manuals, crew negligence, incorrect use or negligence in the use or maintenance of the Work and repairs or replacements carried out by any other party other than Contractor without Contractor's prior written approval and which has not been approved in advance in writing by Contractor. 6.8 Contractor is not liable for the quality or functionality of any parts or data supplied by Client and bears no obligations in relation to defects to or caused by such parts or data.
6.9 At Contractor's first written demand Client shall disclose to Contractor all data and other relevant information in order to enable Contractor to assess the validity and scope of a warranty claim. Contractor is entitled to suspend performance of any Warranty Work for the period that Client does not comply with this disclosure undertaking.

7. Liability & insurance
7.1 Contractor's liability towards Client after Delivery is limited to performing the Warranty during the Warranty Period. After expiration of the Warranty Period no further liability rests on Contractor in relation to the Work, its performance of the Agreement on any account whatsoever or for any damage suffered or costs incurred by Client after expiration of the Warranty Period and attributable to Contractor or to the Work.
7.2 Contractor's liability for any damage suffered or costs incurred by the Client (including but not limited to any damage to a vessel or her parts) shall, as far as such liability was not excluded in any other provision of this Clause 7 (Liability), always be limited to the amount paid out on account of such incident under the (liability) insurance taken out by Contractor for that purpose, plus the deductible amount stipulated in the applicable insurance policy. At Client's
first written request Contractor shall provide Client with a certificate of insurance stating the merits of the policy taken out by Contractor for the performance of this Agreement.
7.3 Contractor is under no circumstances liable for the financial consequences of any delay in Delivery, including but not limited to loss of income, loss of value, costs of hiring a replacement yacht, crew costs, port costs, insurance premiums, operational expenses. Contractor is also under no circumstances liable for any personal injury claims, passenger or crew claims etc. Client hereby irrevocably and unconditionally undertakes to hold Contractor harmless and to indemnify it on Contractor's first written demand from any claims by any person or legal entity referred to in this Clause.
7.4 Any claim by Client against Contractor expires within 12 (twelve) months from the date on which Client became aware or could reasonably have been aware of the facts, incident, damage or costs on which it's claim is based and always upon expiration of the Warranty Period, unless within that period Client has filed proceedings against Contractor in compliance with Clause 11 (Law and jurisdiction).
7.5 In case the Work also includes work by Contractor on board or at a vessel, Client is obliged to maintain during the period of that Work all common protection, liability, hull & machinery insurances at its own cost and expense.

8. Termination
8.1 Contractor and Client hereby each irrevocably and unconditionally waive any rights they may have by law or contract to rescind, cancel or annul any Agreement. Contractor and Client are only entitled to terminate an Agreement if any of the events in this Clause 8 (Termination) occurs.
8.2 Client may only terminate an Agreement in case any of the following events occurs, after having given a written termination notice to Rondal at least 30 (thirty) calendar days prior to the intended termination date: (i) Contractor is declared bankrupt or granted suspension of payment by a Dutch Court and this bankruptcy or suspension of payment judgment is no longer open for or subject to appeal or opposition and this bankruptcy has a material adverse effect on the performance of an Agreement; or (ii) if for reasons for which Contractor is liable delivery of the Work is delayed by more than 1 (one) year beyond an agreed delivery date, taking into
account permissible delays and delays resulting from Force Majeure. 8.3 In case of termination of an Agreement by Client, Contractor's maximum liability shall be limited to delivering these parts of the Work for which it received payment from Client before the termination date.
8.4 Contractor may only terminate an Agreement in case any of the below events occurs, after having given a written termination notice to the Client at least 30 (thirty) calendar days prior to the intended termination date: (i) Client acknowledges inability to pay, is declared bankrupt or granted suspension of payment or any other similar measure by a Court having jurisdiction over Client was filed or awarded; (ii) Client is in default in the payment of an amount to Contractor for more than 30 (thirty) calendar days, counting from the due date(s) of such payment(d); (iii) Client refuses to disclose to Contractor the identity of the ultimate beneficial owner(s) of its shares and/or refuses to provide Contractor with a copy of the passports or ID cards of these ultimate beneficial owners; (iv) there is a change in the ultimate beneficial ownership of all or part of the shares in the Client or the vessel is sold and delivered to any other person or entity; or (v) Contractor has plausible evidence that Client or any of its direct or indirect directors, shareholders or ultimate beneficial owners is involved in money laundering, terrorism financing, any illegal trade or business activities or has acted or is acting in breach or is the subject of any sanctions issued by the EU, UN, US or by any other relevant authority or jurisdiction.

9. Intellectual property
Unless agreed otherwise, Contractor retains all intellectual property rights relating to designs, specifications, sketches, illustrations, drawings, models, software and offers drafted or supplied by it. These documents or data may not be copied, disclosed to third parties or used for any other purpose than as set out in the Agreement pursuant to which these documents or data were drafted or supplied. In case of termination, annulment or rescission of such an Agreement, Client is required to return or destroy such data or documents upon Contractor's first written demand.

10. Assignment & transfer
Client is not entitled to assign or transfer any of its rights or obligations under any Agreement to any other natural person or legal entity.

11. Law and jurisdiction
11.1 These General Conditions and all Agreements are governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods do not apply to these General Conditions or to any Agreement.
11.2 For the exclusive benefit of Contractor, Client hereby irrevocably submits to the jurisdiction of the competent Court in Amsterdam, the Netherlands, in connection with any disputes between Contractor and Client on any ground whatsoever. The submission by Client to such jurisdiction shall not preclude Contractor from taking proceedings against Client in any appropriate Court of any other jurisdiction, whether concurrently or not.
11.3 At Contractor's first demand Client shall provide security in favour of Contractor in the form of a bank guarantee for any legal and Court fees Contractor may incur due to proceedings filed against it by or on behalf of Client.
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GENERAL CONDITIONS PRODUCTS AND SERVICES
Filed with the Chamber of Commerce on 19 October 2023