GENERAL TERMS AND CONDITIONS GROUNDFRIDGE B.V. – BUSINESS (B2B)

These terms and conditions apply when the customer
acts in the exercise of a profession or business (such as landscapers,
architects, construction companies, or resellers).

Article 1 – Applicability

1.1 These general terms and conditions apply to all
offers, quotations, agreements, and deliveries of the Groundfridge
(hereinafter referred to as: "the product") by Groundfridge B.V. (hereinafter referred to as:
"the seller") to the business customer (hereinafter referred to as:
"the customer").

1.2 By placing an order, signing
a quotation, or accepting an offer, the customer unconditionally
agrees to these general terms and conditions.

1.3 The applicability of any purchase or other
conditions of the customer is expressly rejected.

Article 2 – Offer and Agreement

2.1 All offers and quotations from the seller are
non-binding and can be revoked or amended by the seller at any time, even after acceptance.

2.2 An agreement is concluded when the
customer has signed and returned the seller's quotation in writing or electronically,
or when the seller has started to execute the order.

Article 3 – Prices

3.1 All prices for the product are in euros and
exclusive of VAT, transport costs, packaging costs, export documentation, and
any import duties or local taxes, unless explicitly
stated otherwise in writing.

3.2 The seller has the right to change the prices.
Changes will be communicated to the customer prior to delivery.
If a price increase occurs, the customer has the right to terminate the agreement,
provided this is done in writing within 5 working days of the notification.

Article 4 – Payment and Default

4.1 Payment for the product shall be made in a maximum of two installments:

• A minimum of 40% of the total invoice amount must be paid in advance when placing the order / upon conclusion of the agreement. Production and planning will only commence after receipt of this payment.
• The remaining amount must be paid no later than before the release for transport/delivery, unless otherwise agreed in writing.

4.2 If a payment is not received on time, the
seller reserves the right to suspend delivery of the product or
cancel the agreement with immediate effect, without prejudice to the right
to compensation.

4.3 If the customer defaults on timely payment of
any amount due, the customer is legally in default, without any further notice of default being required.
For the sake of peace, the customer shall owe default interest of
1.5% per month on the outstanding amount from the due date (where a part of a month is counted as a full month).

4.4 All reasonable costs, both judicial and
extrajudicial, related to the collection of the outstanding
claim, shall be entirely borne by the customer. The extrajudicial
collection costs are set at a minimum of 15% of the outstanding amount,
with an absolute minimum of € 150.

Article 5 – Delivery and Transfer of Risk (FCA)

5.1 Delivery of the product takes place according to the
Incoterms® 2020 condition Free Carrier (FCA) from the seller's warehouse
in Amsterdam, Netherlands.

5.2 The seller fulfills its delivery obligation by
making the goods ready in its warehouse and securely loading them onto the
means of transport of the transporter engaged by the customer.

5.3 Transfer of risk: The risk of damage, loss
or theft of the product transfers to the customer at the moment the product
is fully loaded onto the transporter's means of transport. From that moment
on, all risks and costs for transport, transport insurance, and
import formalities in the country of destination are for the account and risk of the
customer.

5.4 The seller will arrange for export documentation for
customs clearance from the European Union. Any costs incurred for this
may be charged to the customer.

Article 6 – Complaints and Warranty

6.1 The customer is obliged to inspect the delivered product thoroughly immediately upon its actual availability in the warehouse (or at the latest immediately upon arrival at the destination). Any immediately visible defects or transport damage must be noted directly on the consignment note and reported to the seller in writing within 48 hours.

6.2 Non-visible defects must be reported to the seller in writing and with reasons within two (2) weeks of discovery, but no later than 6 months after delivery. After these periods, any right to claim or warranty expires.

6.3 If it is established that a product has a defect covered by the warranty and reported on time, the seller has the sole choice to repair or replace the product (or the defective part), or to credit the net sales price. The seller is not obliged to reimburse transport, dismantling, or relocation costs.

Article 7 – Product Specifications and Local Legislation

7.1 The Groundfridge has no active cooling. The
internal temperature is entirely dependent on local conditions, including
the depth of placement, exposure to the sun, vegetation
around the product, and the temperature/humidity of the surrounding soil (the
ground temperature at a depth of one meter below ground level). The seller
does not guarantee a fixed or minimum cooling temperature.

7.2 Installing a Groundfridge generally does not require
prior building permits, but this may vary by region or country.
It is the full and exclusive responsibility of the customer to verify local
building, environmental, and legal requirements with the competent authorities.

7.3 If the product is used outside the Netherlands, the
customer is solely responsible for determining whether the product is suitable
for use in the country concerned and complies with the applicable
(technical and legal) requirements there.

Article 8 – Liability

8.1 The customer is solely and fully responsible for the
correct use, storage, professional installation, burying, and
maintenance of the product.

8.2 The seller is never liable for damage arising
during or due to transport, nor for damage arising during, due to, or after the
placement/installation of the Groundfridge.

8.3 The seller is not liable for damage resulting
from incorrect, careless, or improper use, or use
contrary to the supplied (installation) instructions.

8.4 The seller is not liable for damage due
to external factors such as groundwater level fluctuations, subsidence,
accidents, extreme weather conditions, or natural disasters.

8.5 The total liability of the seller is at all
times limited to a maximum of the amount invoiced to the customer for the relevant order
(excluding VAT). Liability for indirect damage,
consequential damage, loss of profit, missed savings, or business damage is
expressly excluded.

Article 9 – Privacy

9.1 The seller processes personal data of
(contact persons of) the customer in accordance with the General Data Protection
Regulation (GDPR) and the privacy statement found on the seller's website.

Article 10 – Applicable Law and Disputes

10.1 These general terms and conditions and all agreements
arising therefrom are exclusively governed by Dutch law.
The applicability of the Vienna Sales Convention (CISG) is expressly
excluded.

10.2 All disputes arising between parties will initially
be resolved through mutual consultation. If this does not lead to a
solution, the dispute will be exclusively submitted to the competent
court in Amsterdam, Netherlands.