1. CONTRACT - PRIORITY ARRANGEMENT

1. These General Terms and Conditions together with the Special Terms and Conditions, which are linked to the respective activities of Electrify Europe bv Eindeke 17D, 2221 Heist-op-den-Berg Belgium KBO BE 0653.899.071 info@electrifyeurope.be (hereinafter "Electrify Europe", "us" / "our" or "we" / "us") constitute the contractual terms and conditions for agreements concluded with Electrify Europe. In case of contradiction, the Special Conditions prevail over the General Conditions.

2. DEFINITIONS

The Customer is the consumer or company that calls upon the services of Electrify Europe, with or without the intervention of an intermediary.

The Consumer is the natural person acting for purposes outside his trade, business, craft or profession who calls upon the services of Electrify Europe, with or without the intervention of an intermediary.

The Company is the natural or legal person who pursues an economic objective in a sustainable manner and who calls upon the services of Electrify Europe, with or without the intervention of an intermediary.

The order means the agreement between the Client and Electrify Europe to:

- Analysis and maintenance

- Diagnosis

- Repair

- OTA support

- towing services

Force Majeure means "the situation in which the performance of the Agreement by one of the Parties is prevented in whole or in part, temporarily or otherwise, by circumstances beyond that Party's control, even if this circumstance could have been foreseen at the time the Agreement was concluded. The following cases are all considered force majeure: Depletion of stock, delays in or failure to deliver by a Party's suppliers, destruction of goods due to accidents, breakdown of machinery, strike or lockout, fire, riot, war, epidemic (pandemic), flood, high absenteeism, electrical, computer, internet or telecommunications failures, governmental decisions or interventions [including the refusal or cancellation of a permit or license], fuel shortages and errors or delays attributable to third parties.

The term Parties refers to both the Consumer or the Company and Electrify Europe. Each separately, the Consumer or Company and Electrify Europe are referred to as "Party."

3. COMMITMENTS MADE BY OUR AGENTS AND APPOINTEES

Undertakings made by agents and appointees of Electrify Europe of any nature whatsoever are only binding on the Vendor after the latter has either confirmed these undertakings in an order confirmation or executed them.

The Seller's performance of the commitment, on the one hand, and the Buyer's acceptance of the Seller's performance of its commitment, on the other hand, implies that the Buyer has asked the Seller to proceed with performance.

4. APPLICABILITY

1) These General Terms and Conditions apply to all offers of, agreements with and deliveries by the Electrify Europe. To this end, these General Terms and Conditions are also communicated together with the offers of, agreements with and deliveries by Electrify Europe.

Electrify Europe makes a specific distinction between provisions that do not apply to consumers.

The Customer was given sufficient time and facilities to review, read through and ask questions about these terms and conditions.

By accepting an offer, placing an order or placing an order, the Customer expressly accepts these general terms and conditions without any reservations.

2. In case of a contradiction between general and/or special terms and conditions and any separate written agreement, the provisions of the separate written agreement shall prevail.

3. In case of contradiction between the conditions, as mentioned in paragraphs 3.1 and 3.2 above, and the conditions of the other Party, the conditions of Electrify Europe shall prevail.

3. PRICING

The prices of the goods to be delivered are calculated at the daily prices on the day of delivery, unless otherwise expressly and deviatingly stipulated.

Quotes are valid for 15 days.

By placing the order, the Customer accepts that the Electrify Europe is entitled to increase the agreed price if the manufacturers' prices have undergone an increase since the date of the contract which is an unforeseeable event on the part of Electrify Europe.

Electrify Europe undertakes to substantiate manufacturers' price increases with objective evidence.

The applicant first conducts a diagnosis on the basis of which it will complete and adjust its quotation as appropriate.

4. PAYMENTS

1. Each invoice is payable in cash on its date and at the address of Electrify Europe, unless expressly agreed otherwise.

2. Any invoice not paid on the due date will be increased, ipso jure and without notice of default, with interest on arrears at the legal interest rate for consumers and an annual interest rate of 10% for companies, as well as with a fixed compensation equal to 10% of the invoice amount, with a minimum of €125.00.

3. Moreover, such late payment constitutes a contractual default on the part of the Customer, which entitles Electrify Europe to immediately and without any notice of default stop deliveries, respectively take back the sold goods, wherever they may be, and this until the overdue invoice is paid, interests included.

4. In addition to and above the above-mentioned conventional interest for late payment, it is agreed that the Customer who fails to pay an invoice within eight days is automatically liable to pay a conventionally set compensation of 10% on the invoice amount due with a minimum of EUR 125.00 as fixed compensation. This compensation clause serves to cover additional administrative costs, debtor monitoring, unavailability of funds and the like. The compensation remains due even if the late invoice is paid in principal alone.

5. If the customer fails to pay the invoices on time and Electrify Europe has to send out a reminder, an administrative cost of € 12.50 will be charged to the customer and this per reminder sent.

Electrify Europe freely determines where it charges the payments to and will send an updated statement of this after each deposit.

6. Re-invoicing on other customer data at the customer's request is only possible upon written request, is considered after submission of the necessary evidence, and always has an administrative cost of 25€, which must be accepted before re-invoicing.

7. for consumers, the legal regulation applies:

The consumer should not be charged for a first reminder.

In addition, the first reminder will include, at a minimum, the following information:

- the balance due and the amount of the damage clause

- the name or designation, and corporate number of the creditor

- a description of the occurrence of the debt and its due date

- the time within which the debt must be repaid before any costs, interest or fees may be claimed.  

When requested by a consumer, the company must promptly provide him with all documentary evidence of the debt and the necessary information on how the debt can be disputed.

On the one hand, the default interest that can be claimed is limited to the reference interest rate from the Law of August 2, 2002 on combating late payment in commercial transactions, plus 8 percentage points.

On the other hand, the amount of damages is capped as a function of the amount of arrears. It cannot and will not exceed:

- €20 if the debt is €150 or less

- €30, plus 10% of the debt on the tranche between €150.01 and €500, if the balance due is between €150.01 and €500

- €65 plus 5% of the debt on the tranche above €500 with a maximum of €2000 if the balance due exceeds €500.

5. LIEN ON RECEIVABLE

5.1. The obligations of the Customer (hereinafter and in this Article lienholder) under this Agreement are secured against Electrify Europe by the following collateral securities:

5.2. The Pledge Provider represents in favor of ELECTRIFY EUROPE that accepts to pledge, as security for the repayment of the outstanding amounts it would owe to ELECTRIFY EUROPE under this Agreement:

All its present and future claims against third parties, on any basis whatsoever  

These include claims of the customer from commercial contracts, claims of the pledgor - customer from performance and services, claims of the pledgor - customer from proceeds of touring or immovable property, claims of partner, manager of the pledgor - customer from pensions, claims arising from the professional and commercial activity of the pledgor - customer, claims of the pledgee-client on banking or other financial institutions, claims of the pledgee-client in contractual and non-contractual liability, claims of the pledgee-client by virtue of insurance, claims of the pledgee-client on the government and other legal entities governed by public law, claims of the pledgee-client relating to social security. The aforementioned enumeration is exemplary and not exhaustive.

5.3. The Movable Property sub i. must be provided with keys and all on-board documents including maintenance books etc. so that Electrify Europe is assured of ownership.

The repossession of the movable goods under i is done by the storage in the premises of Electrify Europe All costs related to storage and transport are at the expense of pledgors/customer.

5.4. The pledge on accounts receivable makes the pledgor - customer conditionally incapable of collection.

5.5. To the extent necessary, the pledgees expressly confirm to act as a non-consumer. The pledgee is therefore entitled, in the event of non-payment, to exercise its right of pledge by selling (or having sold) or leasing the pledged goods in whole or in part to satisfy the secured claim (art. 47 Pledge Act).

The parties confirm that no (prior) judicial authorization is required herewith. however, the Pledgee will realize the enforcement in good faith and in an economically sound manner.

The parties agreed that this can be done through an online auction by a specialized auction house. The value for goods traded in a market is determined according to the market price.

Appropriation by the pledgee is also possible and the pledgor hereby expressly consents. The value of the property to be appropriated on the day of appropriation shall be determined by an expert (where the parties agree that any expert to be appointed by the Court for this purpose customarily may be retained).

However, this enforcement can only commence after a prior notice has been given whereby the pledgee wishing to proceed with enforcement notifies the debtor and, if applicable, the third party pledgor by registered mail at least 10 days in advance. The notice must also be addressed to the other pledgees and to those who have attached the encumbered property.

5.6. The Pledgee has the right to collect directly and deduct from the claims secured by the pledge, beginning with the attachments, all amounts that would be due under the pledged claims.

If the claims secured by the pledge are not yet due and payable, the amounts collected will be held in anticipation and allocated as soon as the secured claims become due and payable in whole or in part.

5.7. The pledge does not affect all other collateral or personal securities and commitments that have been or will be granted to the Pledgee either by the Pledgor or by third parties. The Pledgee may accept any increase, decrease or release of such collateral or undertakings without the agreement of the Pledgor. The Pledgee also has the right to freely decide which security it will enforce first.

The Pledgee is not required to release the pledge - in whole or in part - until all claims secured by the pledge have been fully and finally settled.

5.8. The Pledgor confirms that this Agreement does not conflict with any contractual or other obligation of the Pledgor.

5.9. The Pledgor undertakes not to pledge the Pledged Property in favor of or transfer it to third parties without the prior written consent of the Pledgee.

The fraudulent alienation or fraudulent displacement of the Pledged Property is punishable by the penalties provided in Article 491 of the Criminal Code. However, in view of the non-possession, this is not normally an issue.

5.10. The Pledgor renounces the exercise of any recourse against the debtors and third parties concerning the payments he would have made, as long as the secured

claims of the Pledgee are not fully repaid in principal, interest and additional charges;

5.11. The Pledgee shall register the pledge resulting from this agreement in the National Pledge Register. The Pledgee is entitled to consult the National Pledge Register at any time. The Pledgee is also entitled at any time to serve the pledge on any debtor of a pledged claim or otherwise give notice thereof.

(if the Pledgor is not the (only) Borrower)The Pledgor cannot invoke the term applicable in respect of the Borrower in case the latter can no longer invoke it.

5.11. The Pledgee will release the pledge and remove its registration in the National Pledge Registry when the Pledgor - Customer has repaid its debt in its entirety in principal and appurtenances and thus no longer has any secured obligation, even any, against the Pledgee under the secured debt.

5.12. In the event of the death, merger or demerger of the Pledgor (if any and/or the Borrower) or in the event of the contribution of a line of business or a generality of property or any other form of general legal succession on the part of the Pledgor (if any and/or the Borrower), the Pledge shall continue to guarantee all obligations under the aforesaid Uses, including all withdrawals on the guaranteed Uses which date from after the entire or partial general or special legal succession of the Pledgor (if any and/or the Borrower).

5.13. Customer undertakes to provide all information regarding the identity of the debtor of the pledged debt(s) at the first request of Electrify Europe so that Electrify Europe can proceed with the collection of the pledged debt(s). If the Customer fails to provide this information within 5 working days of the request, it shall automatically be liable to pay damages of €250.00 and €25.00 per additional day of delay. The Customer hereby explicitly and irrevocably authorizes the VAT administration to request this information.

5.14. Electrify Europe may collect the sums due under the pledged claim(s) directly from the debtor of the pledged claim(s), without prior notice from the latter.

6. NETTING

1. The Seller, no matter under what name or brand he acts, shall be entitled to make payments due to the Buyer in the performance of their

compensate contractual relations with the sums that the Buyer owes or would owe to the Seller, even in case of request for or opening of any insolvency proceedings.

2. This clause shall constitute a netting agreement within the meaning of the Law of December 15, 2004 regarding financial securities and containing various provisions on collateral agreements and loans related to financial instruments.

7. OFFERS AND CONFIRMATIONS

1. All offers of the Electrify Europe are made without commitment and are valid for 15 days.

2. Electrify Europe cannot be held liable for changing availability and unforeseen delivery times of goods ordered if it can prove that these are due to external circumstances, such as there being a consequence of stock policy by the producer concerned, as well as production fluctuations at the producer.

3. All matters concluded by intermediaries, bind Electrify Europe only if it confirms them in writing.

4. The Customer agrees with the content of the confirmation of Electrify Europe if he has not submitted his comments in writing within four days.

5. No agreement concluded between the Customer and its own clientele or a third party is enforceable against Electrify Europe.

9. DELIVERIES

1. All goods sold and repaired by the Electrify Europe are in principle collected and delivered to its warehouse upon collection or transport provided by the consumer. The acceptance of the goods takes place in the warehouses of Electrify Europe before loading the means of transport and from that moment the risk passes to the Customer.

2. Electrify can never be held liable for delays when Electrify itself depends on the delivery of goods and materials from and by third parties. However, the Customer may expect Electrify to make diligent and timely arrangements to order them.

10. REGULATION INSPECTION & DEFECTS

1. The Customer shall inspect the delivered goods immediately after delivery. The Customer checks both the number and quality of the goods delivered.

If during this inspection/inspection the Customer finds defects and/or damages and/or failures, it shall report them immediately, but at the latest within 2 working days after the delivery, in detail and by registered letter to Electrify Europe, failing which the Customer shall be deemed to have received the delivered goods in perfect and sound condition so that any right of the Customer to invoke non-conformity of the delivered goods shall lapse .

Electrify Europe shall take extensive photographs of the condition of the vehicle upon surrender and the parties acknowledge that these have probative value inter partes subject to proof to the contrary to be provided by the most diligent party.

2. Any visible defects must be stated upon delivery, or reported to Electrify Europe at the latest within 2 working days by registered letter, whereby the customer must describe the defects in detail as well as provide appropriate and clear visual material. The use of the delivered goods by the customer implies their irrevocable acceptance as well as the transfer of risk to the Customer.

The payment, even partial of the (final) invoice shall be deemed to presume that the Customer has put the installed construction into use and tacitly accepts conformity, subject to proof to the contrary.

When the delivered goods are put into use by the Customer - in the widest sense of the word - they are deemed to be accepted which counts as final and irrevocable approval and acceptance by the Customer, in its entirety. Electrify From then on, Europe is not liable for visible defects in the delivered goods.

3. Defects, which are not visible upon delivery and cannot be determined by careful inspection, must be brought to the attention of Electrify Europe by the Customer in detail and by registered letter within 8 working days of the discovery of the defects, but in any event no later than two (2) months after delivery/completion.

11. AMICABLE DISPUTE RESOLUTION

1. The parties undertake to have complaints determined within the shortest possible period of time and to resolve disputes out of court as far as possible.

Electrify Europe undertakes to accept and attend these determinations provided:

a. Electrify Europe is notified of this in a timely manner (no later than 48 hours before the assessment) by mail, fax or registered mail.

b. Recourse is made to a recognized court expert, who is appointed by mutual agreement. Each party reserves the right to oppose the appointment of an expert unilaterally chosen by the other.

The Customer is also obliged to follow and go through this amicable dispute resolution process before it can/may admissibly apply to a court of law. This applies mutually.

The parties agree and accept to cooperate in the work of expert and also to provide it at halves as they recognize that they both benefit from the fastest and most efficient possible resolution of a technical dispute.

The parties affirm their preference to do the same out of court and cooperate in the following sentence:

- They recognize the competence of all experts questioned and retained in technical matters by the Court of First Instance of the place where the materials, machinery, forms and packaging were delivered as court experts.

- They will cooperate to the best of their ability and do their utmost to ensure that the expertise proceeds as diligently and smoothly as possible (responding to correspondence within a reasonable time, being present at appointments, providing documents as needed and requested by the expert, etc.).

Therefore, in order to emphasize this importance, the parties accept the principle that a non-cooperative party will be required to provision the entire cost of the court expert in subsequent proceedings.

Where works have been performed by subcontractors, the Customer hereby acquires the right to address the subcontractors directly and to bring a claim. The Contractor shall also expressly provide for this in the agreements it concludes with the respective subcontractors.

Therefore, in case of discussions and disputes under this article, the Customer will have to involve the subcontractors at the first request of Electrify Europe. In view of the importance attached to this article by the parties (clear determination of responsibility, liability and opposability), they therefore accept that the Customer's right to sue the Contractor under this article is suspended until such time as the subcontractor is involved.

No complaint, under any title whatsoever, shall entitle the Customer to suspend or postpone payment of all or part of the invoice amount if he refuses to respect and comply with the above-mentioned procedure. Therefore, in the event of non-cooperation, Electrify Europe may request a provisional order for the principal sum of the outstanding amounts in addition to the provision of the court expert. Conversely, Electrify Europe may not take legal action to obtain an order to pay the invoices if it does not try to complete the above-mentioned procedure.

12. RETENTION RIGHT

Electrify Europe has a right of retention and preference on all documents and goods entrusted to it as security for all its claims, including storage costs.

Regarding the latter, it can be further clarified that these start to run the day after the notification that the vehicle is ready and can be collected. Unless otherwise agreed, a flat rate of 10.00 € per day will be applied. This amount is due by right, will be invoiced and must be paid the day of collection.

This right of retention and preference is conventionally extended to all claims between the parties arising from previous or subsequent orders or agreements. We reserve the right, in application of article 73 of the Pledge Act, to refuse to deliver the goods entrusted to us, or which have been or are being maintained or repaired by us, until full payment in cash of all sums due to us without these having to be directly related to the goods retained.

13. INTELLECTUAL PROPERTY RIGHTS

13.1. The Customer guarantees to keep confidential with respect to third parties all information qualified as confidential concerning . Electrify Europe or organizations affiliated with Electrify Europe (hereinafter referred to individually and/or collectively as "ELECTRIFY EUROPE"). The foregoing also applies to information whose confidentiality he should reasonably have understood. Examples of matters in respect of which confidentiality is required by definition are: know how, personal data, software, methods, intellectual property rights, techniques, contacts, products, procedures, business operations, administration and clients of ELECTRIFY EUROPE. The Customer undertakes not to make the results of the provision of services available in any form to third parties, nor to provide any information about them to third parties, unless ELECTRIFY EUROPE has given its written consent. The Customer shall inform Electrify Europe in a timely manner should the possibility of a conflict of interest arise. Upon termination of the Agreement/ Assignment, the Customer shall hand over all documents and information in his/her possession from and about ELECTRIFY EUROPE to ELECTRIFY EUROPE.

14.2. All information exchanged may only be used for the performance of the Agreement and may only be shared with employees within the organization who have a need to know such information. Neither Party has the right to disclose confidential information to a third party without the prior written consent of the other Party.

14.3. Both Parties undertake to take reasonable measures to protect the confidential information of the other Party, which in any case shall be no less stringent than the measures they take for their own confidential information.

21.4. If a Party is required by a law or a decision of a regulatory, administrative or otherwise competent authority to disclose Confidential Information, such Party shall notify the other Party of such request, if permitted, so that such Party may take all measures necessary to prevent or limit the disclosure. If the Party required to make the disclosure does not have the right to notify the other Party, the disclosure of confidential information shall be limited to what is strictly necessary for compliance and shall notify the other Party of the fact that it has made a disclosure as soon as permitted.

21.5. This obligation of confidentiality shall remain in force after the termination of the Agreement at least for a period of two years and for as long thereafter as the information in respect of which confidentiality is required to be maintained under this provision is not in the public domain and still has commercial value.

21.6. For each violation of the confidentiality obligations set forth in this agreement, the Customer shall immediately and by operation of law be liable to ELECTRIFY EUROPE for liquidated damages in the amount of EUR 10,000.00 per violation and EUR 1,000.00 for each day that the violation continues, without prejudice to ELECTRIFY EUROPE's right to compensation for all damages actually incurred including legal fees.

All intellectual property rights and derivative rights are retained by Electrify Europe. These intellectual property rights include copyright, trademark, design and model rights and/or other (intellectual property) rights, including patentable or non-patentable technical and/or commercial know-how, methods and concepts.

The contents of the website, images, logos, drawings, photographs, data, product names, texts, etc. are protected by copyright and other (intellectual) property rights and treaty provisions.

14. PROCESSING OF PERSONAL DATA (PRIVACY AND GDPR).

14.1 Scope and purposes

In connection with and for the performance of the services pursuant to a contract entered into by the Client with Electrify Europe, the Client transfers personal data to Electrify Europe and expressly authorizes and gives irrevocable - and throughout the duration of the assignment - instructions to Electrify Europe to process its personal data in accordance with the provisions of this agreement.

Personal data means any information about an identified or identifiable natural person obtained by Electrify Europe. An identifiable natural person is considered a natural person who can be identified, directly or indirectly, by means of an identifier such as a name, location data, an online identifier or one or more elements characterizing the physical, physiological, genetic, psychological, economic, cultural or social identity of that natural person.

Personal data may be processed for the purpose of providing the services under the agreement, including the following purposes:

(a) Personnel Administration, Customer Management and Administration, Supplier Management and Administration;

(b) Compliance with social and tax laws and regulations;

(c) Management of competencies and training;

(d) Management of personal development and evaluation of employees;

(e) Compliance with applicable data protection legislation and information security requirements;

(f) Checking solvency;

g) Any other category of purposes for processing personal data as agreed between the parties in the relevant agreement, Engagement Letter or any other document accompanying the agreement.

The information provided by the Customer is necessary for the completion of the order and its billing.

Electrify Europe will not process the personal data for any other purpose, except for different legal obligations or different written agreement of the Customer. Electrify Europe undertakes, within the framework of the Customer's contract, to process with care the personal data provided by the Customer.

Any processing of personal data pursuant to the agreement between the Customer and Electrify Europe will be done in accordance with all applicable data protection and processing laws, in particular in accordance with EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 94/46/EC ("GDPR") and with other laws deriving from this Regulation and/or any other Belgian or European legislation relating to the protection/processing of personal data or privacy.

For the performance of the services, Electrify Europe is a processor acting on behalf of the controller, namely the Customer. As a processor, Electrify Europe will act solely on instructions from the Customer. The agreement is the complete instruction from the Customer to Electrify Europe in connection with the processing of personal data. Any additional or alternative instructions must be agreed in writing by the parties.

Electrify Europe processes personal data solely for the benefit of the Customer. Electrify Europe has no control, possession or ownership of the personal data to be made available.

Electrify However, Europe is not responsible for compliance with any laws or regulations applicable to Customer or Customer's industry that are not generally applicable to Electrify Europe as a service provider, unless the parties expressly agree otherwise.

14.2 Personal data

Any processing in accordance with the agreement will be considered as an instruction to process personal data by Electrify Europe.

The processing of personal data concerns personal data of current and former Customers, employees, contractors, agents and other employees of the Customer, as well as third parties designated by the aforementioned persons as family members or contacts, and includes the following personal data:

a) General personal data, such as name, date of birth, photograph, address, e-mail address and telephone number(s), national registration number, access verification data, such as usernames and passwords, etc....

b) Specific personal data such as physical and psychological data, family composition and marital status, information about relatives, etc....

(c) Financial data, such as paid mandates, payment details including account number (IBAN),

d) Career data such as diplomas, technical skills and other qualifications, personal development information and evaluations, including CV and references etc....

e) Special categories of personal data, such as racial data, data on trade union memberships, health data, etc....

(f) Criminal records, such as traffic violations, wage garnishments and other convictions

(g) Any other category of personal data as agreed between the parties in the relevant agreement.

14.3 Transfer of personal data

Electrify Europe will not transfer personal data to a third party unless:

(1) the Customer instructs or consents to this;

(2) as described in the agreement;

(3) if required for the processing of personal data by approved sub-processors in accordance with Article 15.4;

(4) If required by law.

If the Customer instructs Electrify Europe to transfer personal data to a third party, it is and remains the Customer's responsibility to enter into written agreements with that third party to protect these

personal data and the Customer shall indemnify, defend and hold harmless Electrify Europe from any and all losses arising from such transfer from Electrify Europe to the third party , except and to the extent such losses are attributable to proven shortcomings of Electrify Europe.

14.4 Use of sub-processors

The Client expressly acknowledges and agrees that Electrify Europe may transfer personal data to third party sub-processors for the provision of the services for which Electrify Europe has been engaged. Any such sub-processor to whom Electrify Europe transfers personal data shall only be permitted to obtain personal data to provide the services entrusted to it by Electrify Europe and shall not use such personal data for any other purpose. Electrify Europe shall remain responsible for compliance by such sub-processor with Electrify Europe's obligations under the Agreement, including this Agreement.

By requesting a quote , placing an order, or signing this agreement, the Customer consents to the use of sub-processors. Electrify Europe will enter into written agreements with each sub-processor that contain obligations no less protective than the obligations in the agreement with Customer.

14.5 Rights of data subjects

The Customer has the right to modify or view her personal information.

If possible, Electrify Europe will cooperate with the Customer and assist the Customer so that the Customer can comply with its obligation to respond to requests from a data subject exercising its rights.

14.6 Deletion and return of personal data - retention periods

Upon termination of the contract, Electrify Europe shall, without prior notice to the Customer, delete or anonymize all personal data on its systems (subject to any backup archives) upon expiration of all relevant data retention laws and regulatory requirements. If Electrify Europe is required to retain data used to verify proper data processing in accordance with the contract or data that must comply with relevant data retention laws and regulatory requirements, Electrify Europe is authorized to retain such data in accordance with the respective retention periods after the termination or expiration of the contract and Electrify Europe will maintain such data in a secure manner upon expiration of the data retention requirements.

14.7 Technical and organizational measures

Taking into account the state of the art, the implementation costs and the nature, scope, context and purpose of the processing of personal data as well as the risks to the rights and freedoms of natural persons associated with the processing, which vary in terms of probability and severity, Electrify Europe takes appropriate technical and organizational measures to secure and keep secure the personal data processed for the benefit of the Customer.

During the term of the agreement with the Customer, Electrify Europe shall, at the Customer's request, provide the Customer with an up-to-date description of the implemented technical and organizational protection measures within a reasonable period of time.

14.8 Duty to report data breaches

Electrify Europe will inform the Customer as soon as possible about breaches of its security that need to be reported to the Belgian Data Protection Authority and/or the data subject(s).

At the Customer's request, Electrify Europe will, in the event of a breach, provide the Customer with at least the following information:

(1) The nature of the breach and of the personal data affected;

(2) The likely consequences of the breach;

(3) the measures taken or to be taken in that regard. If it is not possible for Electrify Europe to provide this information directly, it will do so in stages.

Electrify Europe will provide all necessary cooperation in providing additional information to the supervisor(s) and/or data subject(s) as necessary.

Electrify Europe keeps a record of the facts and consequences of security breaches.

14.9 Responsibilities of the Customer

The Customer is responsible for the legality of the processing of personal data under the contract with Electrify Europe.

The Customer represents and warrants that, when providing personal data to Electrify Europe for processing:

- the relevant data subjects have been adequately informed of their rights and obligations, and in particular of the possibility that Electrify Europe will process personal data for the benefit of the Customer and in accordance with the Customer's instructions;

- it has complied with applicable data protection and processing laws in collecting and providing such personal data;

- it will take all reasonable steps to keep the personal data up to date to ensure that the data is not incomplete or inaccurate with respect to the purposes for which it was collected.

14.10 Duty to inform

Electrify Europe will make available to the Customer, upon the Customer's request, all information necessary to demonstrate the Customer's compliance with its obligations under data protection and processing laws.

14.11 Duty of confidentiality

All data and information mutually received by the parties from each other will be kept confidential during the term of the agreement and will not be disclosed to third parties or used for any other purpose than agreed upon between the parties.

The obligation described in the preceding paragraph does not apply to confidential information that:

- was already publicly available at the time of disclosure by the disclosing party or has subsequently become publicly available without the recipient's action;

- was already in the lawful possession of the recipient at the time of disclosure as can be adequately demonstrated by the recipient; or

- after disclosure is received by the recipient on a non-confidential basis from third parties.

Electrify Europe represents and warrants that personnel acting under its authority and authorized to process personal data are committed to ensuring the security and confidentiality of personal data in accordance with the terms of the agreement with the Customer. To this end, Electrify Europe will inform the personnel acting under its authority and having access to the personal data of the applicable requirements and ensure their compliance with such requirements through contractual or legal obligations of confidentiality.

If Electrify Europe is required by law to provide information, Electrify Europe will verify the basis of the request and the identity of the requester. Electrify Europe will inform the Customer, prior to providing this information, unless legal provisions prohibit it.

15. DESCRIPTION

If the Customer or Electrify Europe fails to comply with one of their essential commitments, the other party may terminate the contract subject to prior notice of default, whereby the defaulting party has seven days to fulfill its commitments.

16. RECIPROCAL DAMAGE CLAUSE

In the event of default and breach of these general terms and conditions, the defaulting party shall owe the other party liquidated damages in the amount of 10% of the value of the original invoice amount, without prejudice to the creditor's right to claim higher compensation subject to proof of higher damage actually suffered.

17. RETENTION OF TITLE

1. As long as the Customer has not paid the delivered goods in full, the delivered goods remain the property of the Electrify Europe. Nevertheless, from the moment of loading in the warehouses, the Customer bears the risk for the loss or damage of the goods from whatever causes and/or for damage caused by these goods.

2. Without the knowledge of the Electrify Europe, the Customer is not entitled to transfer the goods to third parties before payment and the Electrify Europe remains the owner insofar as the goods have not been processed. Upon violation of this, the purchase price becomes immediately due in full.

18. OVERVIEW

Each party is released by operation of law and not bound to fulfill any obligation to the other party in case of force majeure. The party invoking force majeure must demonstrate the force majeure. (For force majeure see definition article 2 General Terms and Conditions)

19. WARRANTY

1. The Electrify Europe undertakes to carry out the Order to the best of its ability and to deliver the goods in accordance with the legal guarantee of conformity.

2. The costs, following from any guarantee or liability, that the Electrify Europe would assume, cannot exceed the amount invoiced by the Electrify Europe.

3. Moreover, the guarantee provided by Electrify Europe cannot exceed the guarantee provided by the manufacturer either.

4. Warranty for visible defects is excluded from acceptance of the goods in the warehouses of the Electrify Europe. If the Electrify Europe provides for the delivery and transport to the places chosen by the Customer at his expense, the Customer must report visible defects of goods on site as soon as they are delivered there.

5. The Electrify Europe gives no warranty regarding visible defects once these goods are processed by the Customer.

5. With regard to hidden defects, the warranty is only granted - except in cases of intent - if a valid protest has been made by registered letter within 8 days of the discovery of the hidden defect and for two (2) months after delivery. In the latter case, the warranty of Electrify Europe is limited to replacement by equivalent goods, whereby all costs such as transport, demolition, processing and insurance, etc. shall be borne by the Customer and to the express exclusion of all indirect damage, for whatever reason, whether to persons, objects or the goods themselves.

6. The warranty is void if the maintenance instructions communicated at the time of delivery are not observed, if there has been improper use of the delivered goods or if the Customer has had changes or repairs made to the delivered goods without the express consent of Electrify Europe.

7. The warranty is suspended in case of non-compliance with the terms of payment.

8. Except in the case of gross error or negligence, the contractual and extra-contractual liability of the Electrify Europe shall in all cases be limited to the lesser of the following two amounts: 50,000 EUR or the amount of the sale price. Under no circumstances shall Electrify Europe be liable for loss of profits or interruption of the Customer's business, loss of contacts, loss of business, loss of clientele, financial costs, loss of financial interest, nor for any indirect or immaterial damages, regardless of the basis on which the claim for compensation is based.

20. GOOD TRUTH

20.1. The parties endorse that they undertake to execute this Agreement loyally and in good faith at all times with respect for each other's legitimate interests.

20.2. This implies that they shall at all times refrain from conduct that could cause prejudice to the other party and also that they shall refrain from statements or communications that would in any way cause prejudice, damage or hindrance to the other party. This under forfeit of a fixed compensation of 500,00 € per day that these communications are online.

21. THIRD-PARTY INTERVENTION:

It is not uncommon for other parts besides the battery to need replacement or repair.

The most common is the electric motor. Electrify Europe, of course, can never be held liable for this.

Therefore, in case of technical discussions, the client is always obliged to include this third party in the expertise, regardless of whether it acted as a subcontractor or direct contracting party.

22. CONFIDENTIALITY

All information, both technical and legal and commercial, exchanged by Seller with Buyer is considered to be communicated under confidentiality, and must remain confidential. Use of Seller's information by Buyer, without Seller's express written approval, will expose Buyer to legal prosecution.

23. NULLITY AND NON-WAIVER CLAUSE

1. The nullity of any of the clauses of the general conditions does not entail the nullity of the contract.

In this case, the parties will take care to replace the void clause with a valid clause, which, within the legal limits, will have the same effect as the one declared void.

2. Subordinately, if it is impossible to replace the void clause with a valid clause that has the same effect as the one that was declared void, then the parties are obliged to renegotiate relevant clause.

3. The fact that Electrify Europe does not, at one time or another, invoke any of these general conditions cannot be interpreted as a waiver to rely on them later.

24. Applicable law and competent court

1. The Customer undertakes not, under any circumstances, to make negative comments towards third parties regarding any provision or performance of this agreement via the Internet, forums, or any other medium, either directly or indirectly. A lump sum compensation in the amount of 1,000 euros is due per infringement (per comment and/or per site), in addition to the damages suffered by Electrify Europe.

2. All agreements between Electrify Europe and the Customer are governed exclusively by Belgian law.

Application of international treaties, including the Vienna Sales Convention, is expressly excluded.

3. At Electrify Europe's discretion, disputes shall be brought before the Corporate Courts of Antwerp, Turnhout Division, as far as professional customers are concerned.

For private customers, disputes will be brought before the court of the judicial district of the place over which the obligation runs, being the delivery and/or placement address.

4. Electrify However, Europe reserves the right to bring the case in the judicial district of the Customer's domicile or registered office.

5. The parties agree to keep relevantly always, including treatment on opposition, the base rate of the updated amounts of the court fee.

25. LOCATION OF GENERAL TERMS AND CONDITIONS

The Customer acquires these general terms and conditions by receiving an offer, and before entering into an agreement with the Electrify Europe. Moreover, these general terms and conditions can always be found on the website: www.electrifyeurope.be

29. ACKNOWLEDGEMENT AND ACCEPTANCE OF GENERAL TERMS AND CONDITIONS

The Customer expressly declares to have taken note of the general terms and conditions and to accept their content in full and without reservation.

30. TAKS

1. All rights, taxes and duties of any kind and irrespective of when such rights, taxes or duties arise and relate to the performance of the contract shall be borne exclusively by the Customer.

2. Unless explicitly stated otherwise, all prices are quoted exclusive of the applicable VAT rate. If the applicable V.A.T. rates should be changed by the government, the customer is obliged to bear any additional cost.

If the customer claims a reduced VAT rate or a reverse charge of VAT, the customer bears full responsibility should the tax authorities later reject the VAT rate on the basis of incorrect or incomplete information provided by the customer. The latter will then be obliged to pay the outstanding VAT and to indemnify Electrify Europe in this regard.

31. CLOSE-OUT

In case of request or opening of any insolvency procedure, all sums owed by the Customer to Electrify Europe (whatever name or brand it trades under) shall become immediately due and payable, regardless of any agreed modalities, and may be compensated in accordance with the present general conditions of sale.