EC-PROFILE B.V. — GENERAL TERMS AND CONDITIONS

These General Terms and Conditions apply to all quotations, orders, engineering services, manufacturing work and deliveries by EC-Profile B.V. (“EC-Profile”), Orionweg 55, 8938 AG Leeuwarden, the Netherlands, KvK 72667850, VAT NL859190377B01, to business customers (“Customer”). Customer purchasing terms are excluded unless expressly accepted in writing by EC-Profile. A written agreement signed by both parties prevails over these conditions where inconsistent. These conditions are intended for B2B transactions only.

Quotations are non-binding unless expressly stated otherwise and are based on the information available when issued. An order becomes binding upon EC-Profile’s written order confirmation or commencement of performance. Prices exclude VAT, duties, customs charges, packaging, shipping, insurance and testing unless expressly included. Material-price, currency, energy or subcontractor-cost changes arising after quotation may require a revised offer or written price adjustment before production proceeds.

The written quotation and order confirmation determine scope, deliverables, quantities, drawings and revisions, dimensions, materials, tolerances, inspection requirements and delivery terms. Customer must provide accurate, complete and approved drawings, CAD data, specifications, quantities and necessary clarifications in time. EC-Profile may rely on these inputs and is not engaged to independently verify the product design, suitability or application performance unless explicitly contracted to do so. If EC-Profile actually identifies an apparent material discrepancy, it will seek clarification where reasonably practicable. Changes after approval may require revised price and delivery time.

Under Build-to-Print, Customer owns or is entitled to use the supplied design and remains responsible for the design, functionality, intended application, mating components, rotor/stator combination, operating conditions, system integration and performance of the motor or pump. EC-Profile is responsible for manufacturing the agreed stator or component in conformity with the approved drawing revision and expressly agreed dimensional, material and inspection requirements, subject to the agreed manufacturing limitations. Conformity with these agreed manufacturing requirements constitutes conformity of the Build-to-Print supply; failure of the Customer’s design or assembled system to achieve expected functional performance does not by itself establish nonconformity of EC-Profile’s supply. EC-Profile does not assume design validation, rotor production or system-performance responsibility unless separately and expressly agreed in writing.

For Design + Manufacture, the parties shall define in writing the development scope, design inputs, milestones, validation responsibilities, ownership and permitted use of new project outputs, and treatment of prototypes and iterations. Preliminary designs, feasibility comments and prototypes are not guarantees of performance or series manufacturability. Unless expressly agreed, development, testing, redesign and validation are separately chargeable. No ownership transfer of newly created design IP is implied merely by payment.

Each party retains its pre-existing and independently developed intellectual property. Customer retains ownership of its supplied drawings, CAD files and rotor/stator geometries, subject to third-party rights. EC-Profile retains its manufacturing know-how, equipment and machine designs, electrodes, tooling, process parameters, strategies, software and other background technology. Customer grants EC-Profile a limited right to use its inputs solely to evaluate, quote and perform the agreed work, including permitted confidential subcontracting. Ownership and licence rights in newly developed project-specific geometry must be agreed expressly in a separate written development agreement. Neither party receives any other licence by implication.

Each party shall use the other’s non-public technical and commercial information only for the enquiry or contract, safeguard it with reasonable care and share it only with personnel, professional advisers and necessary subcontractors subject to appropriate confidentiality duties. Confidential information excludes information demonstrably public without breach, lawfully known, independently developed or received lawfully without restriction. Required legal disclosures are permitted with advance notice where lawful. A separately signed NDA takes precedence for confidentiality. EC-Profile need not disclose proprietary tooling, electrodes or process parameters. Confidential drawings may be exchanged by email or another mutually agreed channel.

Delivery dates are estimates unless expressly agreed as firm. Lead time starts only after all technical/commercial details, approved drawings, Customer-supplied items and agreed advance payments are received. Delivery is FCA EC-Profile B.V., Orionweg 55, 8938 AG Leeuwarden, the Netherlands (Incoterms® 2020), unless a different named place or Incoterm is expressly stated in the order confirmation. EC-Profile shall load the goods onto the collecting carrier’s vehicle at the named premises and, where applicable, perform export clearance. Risk transfers to the Customer when the goods have been loaded onto the means of transport provided by the carrier nominated by the Customer at the named premises. The Customer arranges and pays for main carriage and insurance unless otherwise agreed. Title is addressed separately below. Customer-caused delay, changed specifications, supply disruptions or force majeure may extend delivery reasonably, with documented additional costs chargeable where appropriate. Regardless of the agreed delivery term, no shipment or release is required before the final 50% payment has been received in cleared funds.

Customer-supplied material, components, drawings and fixtures must be suitable, correctly identified and delivered in time. EC-Profile is not responsible for latent defects in Customer materials or loss arising solely from unsuitable Customer instructions, except to the extent caused by EC-Profile’s own breach or mandatory law. EC-Profile may use qualified subcontractors for portions of the work while remaining responsible for its contractual obligations; confidential information shared with them shall be appropriately protected.

Conformity is assessed against the agreed drawing revision, material specification and written inspection criteria. Certificates, full traceability, third-party witnessing, special metrology and testing are included only if quoted. Customer shall inspect promptly upon receipt and notify EC-Profile in writing with evidence of any apparent nonconformity within 14 calendar days, and any latent defect promptly after discovery. These notice periods do not extinguish rights where prohibited by mandatory law. EC-Profile shall have a reasonable opportunity to examine the goods before repair, alteration or disposal.

Unless a different written warranty is agreed, EC-Profile warrants for six months after delivery that manufactured goods materially conform to agreed written specifications. The warranty excludes normal wear, misuse, incorrect assembly, unsuitable Customer design or materials, operation beyond agreed conditions, unauthorised alteration and defects caused by third-party components. EC-Profile may, at its reasonable choice, repair, replace, rework or credit the nonconforming part. Customer shall cooperate with reasonable investigation and return arrangements. System-level performance, torque, speed, differential pressure, service life and fitness for a particular downhole application are not warranted unless expressly agreed.

To the maximum extent permitted by applicable law, EC-Profile shall not be liable for indirect or consequential loss, including lost profit, production, revenue, downtime, fishing operations or third-party contractual penalties. EC-Profile’s aggregate liability arising from a specific order shall not exceed the amount paid or payable for the affected goods or services under that order, except to the extent this limitation is prohibited by mandatory law or concerns intent or deliberate recklessness of EC-Profile’s management. Customer shall indemnify EC-Profile against third-party IP claims arising from Customer-supplied designs or instructions, except insofar as caused by EC-Profile’s unauthorised changes or misconduct. Nothing limits liability that cannot lawfully be excluded.

Unless otherwise expressly agreed in writing, payment is due as follows: fifty percent (50%) of the order value upon order confirmation as an advance payment, and the remaining fifty percent (50%) before shipment or release of the goods. EC-Profile is not required to start procurement or production until the advance payment has been received and is not obliged to release or ship goods before receipt of the full price in cleared funds. EC-Profile may suspend performance if an agreed payment is overdue. Late payments accrue statutory commercial interest and reasonable collection costs to the extent permitted by Dutch law. Customer may not set off disputed amounts except where mandatory law requires otherwise. Ownership of supplied goods remains with EC-Profile until the sums secured by the agreed retention of title have been paid, insofar as legally effective; risk may pass earlier under Article 8.

Customer-requested changes require EC-Profile’s written acceptance and may affect price, schedule and feasibility. Orders for custom-engineered or manufactured goods cannot be cancelled by Customer without EC-Profile’s prior written consent. If EC-Profile agrees to cancellation, the fifty percent (50%) advance payment for the cancelled order shall be retained by EC-Profile as the agreed cancellation fee, subject to applicable mandatory law and judicial review of penalty clauses. EC-Profile will not commence engineering, procurement or manufacturing work until the 50% advance payment has been received. If the Customer withdraws an order before that payment has been received and before work has commenced, no cancellation fee is payable. The Parties intend this amount to compensate EC-Profile for reserved production capacity, engineering, procurement and administrative commitments. This fee does not automatically entitle EC-Profile to additional cancellation compensation for the same loss; any separate liability for distinct losses or non-cancellable third-party commitments must be expressly agreed in writing. If Customer fails to collect or receive goods when ready, EC-Profile may charge reasonable storage, handling and insurance costs after notice.

Neither party is liable for delay caused by events beyond reasonable control, including natural disasters, war, terrorism, epidemic measures, government restrictions, cyber incidents, major power outages, strikes, transport disruption or unexpected supplier failures not reasonably avoidable. The affected party shall notify the other promptly and take reasonable mitigation steps. If a material force majeure event continues for more than 90 days, either party may terminate the unperformed portion by written notice, without prejudice to payment for completed work and non-recoverable commitments.

Customer shall provide accurate end-use, destination and consignee information and comply with applicable export-control, sanctions and import laws. EC-Profile may suspend or refuse a transaction where performance would violate applicable law. Customer is responsible for obtaining import permits and destination-country approvals unless otherwise agreed.

Dutch law governs these conditions and the agreement. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. Subject to mandatory jurisdiction rules, disputes shall be brought before the competent court in the district where EC-Profile has its registered office, without prejudice to EC-Profile’s right to sue in another court having jurisdiction.

If a provision is unenforceable, the remaining provisions continue to apply and the parties shall replace the affected provision with a valid one that most closely reflects its purpose. This English version is the agreed contractual language unless the parties expressly agree otherwise in writing. Electronic communications and signatures may be used where legally effective.