GENERAL TERMS AND CONDITIONS FOR THE ORDER OF THE LEOSMAK EQUIPMENT

1. SUBJECT MATTER OF THE TERMS

1.1. The subject of the Terms is to define the rights and obligations of the Contractor related to the construction by the Contractor of the Equipment including goods and accessories ("the Equipment" or "Equipment") for the Purchaser and the rights and obligations of the Purchaser towards the Contractor.

1.2. Under the Terms, the Contractor undertakes, among others, to ("Subject of the Terms"):

• 1.2.1. Construction and delivery to the Destination Site of complete and fully functional Equipment, including elements and all components (set of trays, wiring, switches, etc.) ("Elements");
• 1.2.2. quality checking of the Equipment and its ability to start working and starting of the Equipment;
• 1.2.3. delivery together with the Equipment of appropriate drivers, which are an integral part of the Equipment, used to ensure the operation and control of the Equipment;
• 1.2.4. transfer of ownership of the Equipment to the Purchaser, by which the Parties understand the transfer of ownership of all the Equipment Elements to the Purchaser under condition of full payment;
• 1.2.5. remote verification of correct operation of the Equipment and its drivers, using remote control module;
• 1.2.6. instructing the Purchaser on the operation and maintenance of the Equipment and the control; instruction and training will take place online on the day of delivery of the Equipment at the Destination Site or any other day suitable for Purchaser within two weeks after delivery of the Equipment at the Destination Site;
• 1.1.1. issue to the Purchaser of all user documentation regarding the Equipment, individual Equipment Elements and drivers, including operating manual.

1.3. The detailed Subject of the Order is set out in the Order.

1.4. The Contractor declares that each of the Equipment Elements will be new, free of any legal and physical defects and will not have features limiting the possibility of its proper use. In addition, the Contractor declares that all the Equipment Elements will meet all safety and energy consumption requirements set out in applicable regulations (including EU regulations) and will have all necessary certificates, permits, etc. allowing them to be used in Republic of Poland, other European Union countries, Andorra, Bosnia and Herzegovina, Iceland, Moldova, Monaco, Montenegro, North Macedonia, Norway, Serbia, Switzerland, Turkey, Ukraine and the United Kingdom, in particular due to the observance of regulations on environmental protection, fire protection, occupational health and safety, acceptable noise level standards, etc.

1.5. The Contractor may not entrust the performance of all or part of the works concerning construction of the Equipment to a third party without the prior consent of the Purchaser in writing under sanction of nullity.

2. STATEMENTS OF THE CONTRACTOR

2.1. The Contractor declares, among others, that he:

• 2.1.1. has full authority to enter into the Terms, and its signing and performance will not constitute a breach of any agreement, commitment, administrative decision, court judgment or arbitral award binding on the Contractor;
• 2.1.2. has the necessary knowledge, authorizations (including in the field of electric and hydraulic systems), permits, consents, qualifications, and professional experience, as well as the tools and means necessary to perform the subject matter of the Terms with due care, taking into account the intended purpose of using the Equipment by the Purchaser;
• 2.1.3. subject to point 8.1. below, is entitled to all copyrights, industrial property rights, and other intellectual property rights (including know-how) to the technical, technological, and operational solutions applied within the Equipment, as well as to the drivers.

3. DATE OF COMPLETION OF THE SUBJECT OF THE TERMS

3.1. The Contractor shall perform the entire Order in accordance to the Order. In the event that the materials necessary for the performance of the Terms are not available, the Contractor, after submitting the requests for proposals, will have the right to extend the deadline for the completion of the Subject of the Terms by the time needed to obtain the necessary materials. The extension may not be longer than 4 (four) weeks towards the Due Date stipulated in the Order.

3.2. Should the Purchaser fail to make payment in accordance with the terms specified in the invoice or proforma invoice, the Contractor will correspondingly postpone the shipment of the Equipment to the Purchaser. The duration of the shipment delay shall be directly proportional to the payment delay period experienced by the Purchaser, commencing from the originally scheduled payment date. This clause is intended to ensure adherence to the payment schedule and facilitate smooth execution of the contractual obligations by both Parties.

3.3. The schedule for the implementation of the Subject of the Terms is set out in the Order.

4. REMUNERATION

4.1. For the implementation of the entire Subject of the Terms, the Purchaser shall pay to the Contractor remuneration as stated in the Order, for shipment, remote module subscription and delivery of complete and working Equipment („Remuneration").

4.2. Payment of the Remuneration shall be made on the basis of properly issued VAT (incl. proforma) invoices, which will be issued and sent electronically to the Purchaser's e-mail address indicated in the Order.

4.3. The Remuneration shall be paid by wire transfers to the Contractor's bank account number provided in VAT (incl. proforma) invoices. The Contractor does not accept payments in cash.

4.4. The Remuneration covers the full performance by the Contractor of the obligations covered by the Order and the Terms (including the performance of the Subject of the Order in its entirety, i.e., among others, the transfer of ownership of the Equipment Elements, physical media or copies of the Works created during the implementation of the Terms), as well as all costs related to this, as well as granting the License referred to in point 7.3. in case it proves necessary to grant it. The Contractor is not entitled to any additional remuneration for the conclusion and performance of the Order.

4.5. The Remuneration is a lump sum, by which the Parties understand that the Remuneration also includes the Contractor's remuneration for any additional work that has not been explicitly indicated in the Order or the Terms but which, for example, proves necessary or expedient for proper performance of the Subject of the Order, proper operation of the Equipment at the Destination Site, etc. In the cases referred to in the preceding sentence, the Contractor is not entitled to claims for an increase in the Remuneration, claims for payment of additional remuneration or any other claims of a similar nature.

4.6. The date of payment is the day the funds are subtracted from the Purchaser's account.

4.7. If, after the payment of any of the Fees, it turns out that the Contractor is not able to deliver the Equipment in time stipulated in the Order and in these General Terms and Conditions, the Contractor shall be obliged to return to the Purchaser all or a relevant part of the amounts of the Fees received. The return of the Fees to the Purchaser will take place within 10 (ten) working days from the date of receipt by the Contractor of the request for their return.

4.8. Under condition the Warranty terms are kept as foreseen in pt. 5 below, the Purchaser will not be obliged to return the Equipment, and the Contractor will not be obliged to return any payment received in accordance to the Order and these Terms. By placing the Order and by accepting these Terms, the Purchaser confirms, that Purchaser undertakes the risk to implement the technology of Equipment within own economic activity, and will not claim the right to withdraw from the Order, except for the exceptions provided for in these Terms and Conditions (vide pt. 6 of the Terms).

4.9. The Equipment remains property of the Contractor until payment has been made in full by the Purchaser.

5. WARRANTY

5.1. The Contractor grants the Purchaser a guarantee of the quality and correctness of the Equipment construction and its assembly and commissioning, as well as failure-free operation without the defects, malfunctions, errors or non-conformities of the Equipment for a period of 24 (twenty-four) months, starting from the date of the shipment confirmed by proper transportation documents ("Warranty").

5.2. To avoid any disputes, the Parties agree that failure-free operation, as defined in pt. 5.1 above, means that the Equipment achieves the specified shelf temperatures, ice condenser (trap) temperature levels, noise levels and pressure levels (if applicable) as outlined in its technical specification sheet and Operating Manual. Additionally, the control system must operate without malfunction at all stages of operation.
The Contractor is not responsible for the Equipment overload, overheat, insufficient processing times, or any improper use or configuration beyond the technically reasonable reference parameters. The Purchaser is solely responsible for the recipes and types of products processed with the Equipment and will not address any claims to the Contractor regarding potential unsatisfactory processing results.

5.3. The shipment of the Equipment is made using dedicated protective case and using special tilt and shock indicators. In the event the Equipment was damaged during the shipment, the Purchaser is obliged to make a protocoled acceptance of the Equipment and to send the scan of the protocol to the Contractor within 7 (seven) days after shipment is received. If the Equipment is damaged during transportation and accepted by the Purchaser without the protocol, the Warranty is canceled. The Purchaser is obliged to keep a dedicated protective casing in case it is necessary to return the Equipment to the Contractor. Shipping the Equipment in a non-original protective case is prohibited and will void the Warranty.

5.4. Repairs to the Equipment due to Warranty may be performed by persons or service centers authorized to do so by the Contractor (in both cases, the cost of repair is covered by the Contractor). It is allowed to use only parts supplied with the Equipment or original spare parts supplied by the Contractor. It is forbidden to use parts or components in the Equipment that have not been provided by the Contractor for the Equipment. Otherwise, the warranty or liability for material defects will be invalidated.

5.5. The basis for identifying the Equipment is a unique serial number permanently marked on the name plate. The name plate of the Equipment is located on the wall of the device. The Contractor provides a Warranty for the Equipment device purchased from the Contractor. The Warranty is granted for the Equipment device under the terms and conditions set forth only in this Warranty statement. The Contractor provides a warranty for a period of 24 months (2 years) from the date of shipment of the Equipment to the Destination Site, including the case when the Equipment is used for business purposes. Defects revealed during this period will be repaired free of charge by the Contractor's authorized warranty service according to the following rules:

1. The person entitled under the Warranty is obliged to provide proof of purchase of the device (invoice), under sanction of forfeiture of warranty rights, only in the situation of assertion of warranty claims.
2. The entitled person shall lose his/her rights under the Warranty if he/she has not notified the Contractor of the defect within 30 (thirty) days of its disclosure. Sending notice of the defect in accordance with the Contact information in the Order before the expiration of the aforementioned period shall suffice to meet the deadline.
3. The Warranty for the sold goods does not exclude, limit or suspend the Purchaser's rights under the Warranty provisions for defects of the sold goods.
4. The Equipment shall be repaired by an Contractor's authorized service or by an Contractor's authorized representative (in which case the cost of repair will be carried by the Contractor), within the agreed time.
5. The Contractor shall remove the defect within 15 (fifteen) working days from the date of notification of the defect. The deadline for the removal of the defect may be extended by the time needed to import the necessary spare parts or when the Equipment requires technical expertise.
6. In the case of substantial repair, the Warranty period shall run anew from the moment of protocol release of the repaired Equipment. In other cases, the Warranty period shall be extended by the time during which, due to a defect in the warranted item, the Purchaser could not use it. Only repairs pertaining to the removal of a defect that renders the entire device completely unusable will be considered essential. Repairs relating to a defect, the occurrence of which after the expiration of the Warranty period will not entail significant costs for the Purchaser, will be considered non-substantial.
7. Warranty repair shall not include the activities provided for in the instruction manual or safety instructions of the Equipment, which the user is obliged to perform.
8. The Warranty does not cover:
   • a. mechanical damage to the device caused by the user and the defects caused by it;
   • b. damages caused by external factors and beyond the Contractor's control;
   • c. damages and defects of the device resulting from:
     • usage that is improper or inconsistent with the operating instructions or safety instructions for use, storage, or maintenance,
     • arbitrary (made by an entity other than the services indicated in Warranty statement, including the user) repairs, modifications or structural changes,
   • d. non-original parts, or damage and defects in the device caused by the use of such parts;
   • e. consumable parts directly related to the device, such as trays.

5.6. The Warranty covers the Equipment purchased and used exclusively in the territory of Republic of Poland, other European Union countries, Andorra, Bosnia and Herzegovina, Iceland, Moldova, Monaco, Montenegro, North Macedonia, Norway, Serbia, Switzerland, Turkey, Ukraine and the United Kingdom.

5.7. Exercise of rights under the Warranty may only take place in the territory of Republic of Poland, other European Union countries, Andorra, Bosnia and Herzegovina, Iceland, Moldova, Monaco, Montenegro, North Macedonia, Norway, Serbia, Switzerland, Turkey, Ukraine and the United Kingdom.

5.8. In the subject of a Warranty or post-warranty claim, please send a notice in accordance with the contact information provided in the Order, by phone, e-mail, using dedicated WhatsApp Group or use the form located on website www.leosmak.com under the "Contact" tab.

5.9. The Contractor shall have the right to respond to any confirmed warranty claim or service request within eight (8) working hours from the time of its confirmed receipt. The response time shall be calculated within the Contractor's regular working hours, i.e. Monday to Friday, from 9:00 a.m. to 5:00 p.m. CET, excluding weekends and public holidays.

6. WITHDRAWAL FROM THE ORDER

6.1. The Purchaser has the right to withdraw from the Order without setting an additional deadline:

• 6.1.1. If the Contractor delays the commencement or completion of the Subject of the Order by additional 4 (four) weeks or
• 6.1.2. If the Contractor performs the Subject of the Order with a substantial defect that cannot be removed or in a manner grossly inconsistent with the Terms.

6.2. The Contractor has the right to withdraw from the Order, in case:

• 6.2.1. No payment or only partial payment is made in accordance to the Order;
• 6.2.2. The prices for major components for the Equipment from suppliers rapidly increase, and the Purchaser refuses to cover this documented increase of price within reasonable period of time, before shipment of Equipment is made.
• 6.2.3. Force majeure happens, including but not limiting to:
  • a. natural disasters such as earthquakes, floods, hurricanes, or extreme weather conditions that significantly impact manufacturing facilities or the supply chain;
  • b. wars, acts of terrorism, civil unrest, or any other form of military action that disrupts regular operations or the availability of materials;
  • c. strikes, labor disputes, or other workforce-related issues within our organization or among critical suppliers that are beyond The Contractor's control;
  • d. fires, explosions, or accidents that severely damage manufacturing capabilities or infrastructure critical to our production processes;
  • e. epidemics, pandemics, or government-imposed quarantines or travel bans that affect personnel and/or material movements, significantly impairing production capabilities;
  • f. unforeseeable transportation or logistics disruptions that hinder the delivery of essential materials or the shipment of final products;
  • g. legal or regulatory actions, including new laws or regulations or changes to existing ones, that materially affect the manufacturing, sale, or export/import of the Contractor's products.

6.3. In case of withdrawal from the Order, the Contractor shall return to the Purchaser any payments made towards the execution of the Order within 10 (ten) working days from the date of such withdrawal. For the avoidance of doubt, any withdrawal from the Order must be made in writing, otherwise it will be deemed invalid.

7. DRIVERS

7.1. As part of the Remuneration, the Contractor shall deliver together with the Equipment drivers used to ensure the operation and service of the Equipment, which are an integral part of the Equipment to ensure its correct and safe operation.

7.2. The Purchaser agrees to deliver to the Contractor data via remote control unit needed to evaluate proper functioning of the Equipment, such as pressure, temperature and phase duration parameters of the Equipment.

7.3. If it turns out that the Purchaser will need a license to use the drivers, the Contractor shall grant the Purchaser a license to use the drivers ("License") as part of the Remuneration without territorial restrictions and in the necessary fields of use.

8. INTELLECTUAL PROPERTY CLAUSE AND REFERENCES

8.1. All intellectual property rights, including: proprietary copyrights and industrial property rights regarding the Subject of the Order, which come from the Purchaser, remain with the Purchaser, i.e. they are the sole property of the Purchaser and they are not transferred in any way or under any title to the Contractor, nor are they subject to license to the Contractor (the Contractor has no rights to them).

8.2. All intellectual property rights, other than those indicated in point 8.1 above, arising in connection with the performance of the Terms, remain the property of the Contractor.

8.3. Subject to these Terms, the Purchaser hereby grants to the Contractor a non-exclusive, royalty-free license to use the Purchaser's trademarks, trade names, and logos (collectively "Affiliations") in connection with the marketing, promotion, and demonstration of the Contractor's services and products. The Contractor agrees to use the Affiliations strictly in accordance with the Purchaser's brand guidelines. The Contractor acknowledges that all use of the Affiliations hereunder will inure to the benefit of the Purchaser and that the Contractor shall not acquire any rights in the Affiliations, beyond the limited license granted herein.

9. SHIPMENTS

9.1. The Purchaser may choose between two basic types of delivery in accordance with Incoterms 2021 conditions:

9.2. EXW (Ex Works): in this case, the Contractor makes the Equipment available at the factory located at Tyniecka Street 2, 52-407 Wrocław, Poland. The Contractor is not responsible for loading the Equipment onto the vehicle provided by the Purchaser, nor for export customs clearance. The Contractor's obligation ends when the Equipment is made available for collection at the time agreed with the Purchaser. Simultaneously, the Purchaser bears all costs and risks associated with collecting the Equipment from the Contractor's location and delivering it to the final destination, including loading, transport, insurance, export customs clearance, and any import duties or taxes. The Purchaser may additionally request packaging of the Equipment by the Contractor according to international shipment standards (subject to additional charge).

9.3. DAP (Delivered at Place): in this case, the Contractor is responsible for all costs and risks associated with the delivery of the Equipment to the specified destination. This includes export customs clearance, transport, and insurance until the Equipment reach the agreed destination. Import customs clearance is carried out by the Purchaser. The Contractor is not responsible for unloading the Equipment but must make it available to the Purchaser at the destination.

9.4. Delivery costs for DAP deliveries are always payable by the Purchaser. The net delivery costs for the Purchaser - including packaging and any potential export customs clearance - are specified in the Order and calculated based on the current price lists of DHL or another transport company agreed upon by the Parties.

9.5. The Contractor calculates and applies the dimensional weight for bulky goods in accordance with the regulations of the logistics service provider, which may result in transportation costs differing from the actual weight of the goods. The volume-to-weight ratio is determined by the logistics service provider in its terms of service.

9.6. The Contractor reserves the right to contact the Purchaser to confirm shipping costs if the logistics provider applies higher fees. In such a case, the Purchaser may either accept and pay the increased fee, or withdraw from the Order and receive a full refund of the paid Order.

9.7. If import VAT is charged, the tax value is usually also calculated based on the transport costs specified on the relevant invoice issued by the Contractor to the Purchaser.

9.8. The Contractor is not responsible for the calculation or payment of taxes, duties, or similar charges related to import clearance, which remain the sole responsibility of the Purchaser.

9.9. Delivery times depend on the logistics service provider and typically range from several to multiple business days, depending on the current logistics situation, cargo dimensions, and other conditions. The pickup time from the Contractor's factory and the estimated delivery time are communicated via a separate email based on the information provided by the Purchaser in the Order. The Contractor is not liable for any delays caused by the actions or omissions of the carrier.

9.10. For deliveries made under DAP terms (Incoterms 2021), the Contractor applies cargo insurance covering any damage or loss occurring during delivery. A condition for recognizing transport-related damage is the preparation of a damage report by the Purchaser at the time of receiving the shipment.

10. PERSONAL DATA

10.1. The administrator of personal data processed in connection with the implementation of the provisions of these Terms is the Contractor.

10.2. Personal data are processed for the purpose of providing services, enabling the placement and execution of Orders, concluding a Order for the Equipment offered by the Contractor, and marketing the Contractor's own products or services.

10.3. Providing personal data is voluntary but necessary for concluding and executing the Order.

10.4. Each person whose personal data is processed by the Contractor has the right to request access to the content of their personal data, its correction, objection to its processing, as well as the right to request its deletion, restriction of processing, or transfer.

10.5. If the processing of personal data of the Purchaser is based on their consent, they have the right to withdraw this consent at any time without affecting the legality of the processing carried out on the basis of consent before its withdrawal.

10.6. Each person whose personal data is processed by the Contractor also has the right to file a complaint with the President of the Office for Personal Data Protection if they believe that data processing violates the applicable regulations.

10.7. Detailed provisions concerning the protection of personal data are available on the Contractor's website at www.leosmak.com in the Privacy and Cookies Policy, which constitutes an integral part of the Terms.

11. FINAL PROVISIONS

11.1. The Parties declare that the Order and appendixes to the Order constitutes the entire agreement between the Parties and there are no other arrangements (in particular, oral) regarding the Subject Matter and content of the Order or of the Terms.

11.2. The Parties unanimously acknowledge that they jointly and in good faith participated in negotiating the terms of the Order and the Terms.

11.3. All changes and additions to the Order and the Terms shall be in writing under sanction of invalidity.

11.4. The Parties undertake to take all necessary factual and legal actions not articulated in the Terms, which prove necessary for proper execution of the Order.

11.5. The Parties shall strive to amicably resolve any disputes that may arise in connection with the performance of the Order or the Terms in a way of negotiations. If it is not possible to amicably resolve a dispute arising between the Parties and the Parties fail to reach an agreement within a reasonable period of time, any disputes between the Parties shall be resolved by the Polish common court having jurisdiction over the Contractor's registered office (exclusive jurisdiction of the Polish courts).

11.6. The Terms shall be governed exclusively by Polish law and shall be interpreted in accordance with it.

11.7. If any provision of the Terms is found to be invalid, ineffective or unenforceable, in whole or in part, this shall not affect the validity, effectiveness or enforceability of the remaining provisions of the Terms.