TERMS & CONDITIONS

TERMS

CONDITIONS

DEFINITIONS

The following terms and conditions (“Terms and Conditions”) are valid between you(“Buyer”, “customer”, “user”, “you”, “your”)andGAUGE81B.V. (“GAUGE81”,“Seller”,“us”, “we”, “our”) and apply to all use of and orders placed ontheGAUGE81website https://gauge81.com(“Website”, “site”, “store”).

Seller: GAUGE81 B.V.

Statutory seat: Amsterdam, the Netherlands
Office address: Tesselschadestraat 11, 1054 ET, Amsterdam, The Netherlands
Email address: customercare@gauge81.com
VAT number:
Chamber of Commerce (KVK): 74373846

Buyer: a natural person who is 18 years of age or older who is not acting within the context of practicing a profession or conducting a business, with whom the Seller concludes an Agreement.

Order: an order placed by the Buyer in accordance with the procedure described in ARTICLE 2 for the delivery of one or more Products.

Product: a GAUGE81 product that the Seller offers for sale on the Website.

Purchase Price: the price indicated on the Website for a Product, including the VAT and the shipping costs.

Agreement: The Order, which the Seller has accepted as such.

Website: http://www.gauge81.com

GENERAL

GAUGE81 offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By using the Website and/or placing an order on the Website you confirm that you have read the Terms and Conditions and that you accept to be bound by them. Before you accept the Terms and Conditions you shall also read and understand our Privacy Policy.

By visiting our Website and/or placing an order on the Website, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may choose not to access the website nor use any of our services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

ARTICLE 1. APPLICABILITY OF THE GENERAL TERMS AND CONDITIONS

1.1 These General Terms and Conditions that have been made available online by the Seller on www.gauge81.com govern all offers, orders, agreements and other legal relationships between the Buyer and the Seller with respect to the use of the Website, including the purchase and sale of a Product on or via the Website.

ARTICLE 2. CONCLUSION AND CONTENT OF THE AGREEMENT

2.1 An Agreement will be concluded by the Buyer and the Seller exclusively by means of the Seller’s acceptance of an Order (the offer) from the Buyer that has been placed on or via the Website in the following manner:

1. The Buyer has selected the Product desired in the desired style and has added the Product to the shopping cart.
2. The Buyer has followed and completed the following steps: a) The Buyer has filled in his/her address details and, if the delivery address is not the same as the invoice address, the delivery address desired. b) The Buyer has checked the order. c) The Buyer has selected the payment method desired and possibly has made a full advance payment.
3. The Order has been placed.

The Buyer will receive a confirmation of the Order that has been placed in an electronic manner (via the Website). If the Order has been accepted by the Seller, the Seller will send the Buyer a confirmation, by e-mail, as soon as possible after the Order has been placed.

2.2 The Seller will be entitled to reject the Order placed by the Buyer in the following cases, among others:

1. If the information that the Buyer has filled in is incorrect and/or incomplete, or if the Seller is reasonably entitled to doubt whether that is the case.
2. If the Buyer’s payment is not received within the agreed term.
3. If the Buyer has already failed to comply with his/her payment obligations towards the Seller in the past.
4. If the Buyer in the past has failed to accept and/or collect Orders that he/she placed with the Seller.
5. If there is an obvious mistake or clerical error, for example in the prices indicated on the Website.
6. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

Seller will notify the Buyer as quickly as possible if an Order is not accepted.

2.3 The Seller will keep the Agreement on file and retain it for a certain term (having a minimum of seven years). If the Buyer has his/her own account, he/she will be able to consult the Agreement by logging in to that account. The Buyer may also request a copy of the Agreement from the Seller – as long as the Seller has it on file – by contacting the Seller via the contact details that can be obtained by clicking on the ‘Contact’ button on the Website.

2.4 The Agreement, including the security and privacy placed on the Website and these General Terms and Conditions, constitute the entire agreement between the Buyer and the Seller with respect to the use of the Website and the placement and execution of an Order.

ARTICLE 3. DELIVERY METHOD AND DELIVERY DATES

3.1 Shipment will be made using a carrier designated by the Seller.

3.2 Handling and shipping costs depend on the country and the total amount of the order. They shall be indicated on the invoice.

3.3 GAUGE81 cannot be held responsible for any action and/or costs and/or taxes (which fall under the Customer’s responsibility) and/or delays due to customs over which it has no control.

3.4 After the Agreement has been concluded the Seller will send the Products as quickly as possible, and in any event within fourteen (14) days from confirmation by e-mail of the order, to the address indicated by the Buyer, provided that the Seller has received the full Purchase Price if the Buyer has chosen for advance payment and unless the parties have agreed on a longer delivery period (subject to stock availability and except for the special case of Product sold “on pre-order” for which the Website indicates the specific estimated time of delivery). By exception of the abovementioned time frames, “pre-order” transactions may be subject to shipping periods that might exceed the estimated shipping time. The estimated shipping time for “pre-order” transactions may be as long as 1 to 9 months as of the date of the order, as mentioned in the purchase process.

3.5 The Seller will make delivery in accordance with agreed delivery dates to every extent possible; however, the Buyer acknowledges that the delivery dates are based on the circumstances of which the Seller is aware at the time at which the Agreement is concluded and, insofar as they are dependent on work or services to be provided by third parties, on the information that such third parties provide to the Seller.

3.6 The Buyer will receive notice within 14 (fourteen) days after the Agreement is concluded in the event that the delivery is delayed or in the event that an order cannot be executed in whole or in part, in which case the Buyer will be entitled to dissolve the Agreement free of charge until the time at which the Order is shipped.

3.7 The risk with respect to any damage to or loss of the Products will be transferred to the Buyer as from the time at which the Products are delivered.

ARTICLE 4. PRICE AND PAYMENT

4.1 The Price of Products indicated on the Website are denominated in euros, with also the possibility to pay in the following currencies [insert additional currencies] (on the basis of a daily conversion via the converter used for the Website) including Value Added Tax (VAT) and excluding customs duties, for orders outside of the EU that shall be borne by the Customer. If applicable, the VAT will be shown on the order confirmation. The shipping costs will be charged separately in respect of each Agreement. The total Purchase Price due will be indicated when the Order is placed and when the Agreement is confirmed.

4.2 GAUGE81 reserves the right to change at any time and without prior notice the prices of Products offered on the Website. The prices indicated at the time at which the Order is placed will be deemed to be the prices that form part of the Agreement.

4.3 Payment may be made using the methods indicated on the Website and must be made before the Product has been delivered.

4.4 The Buyer is obliged to notify the Seller immediately regarding any errors in the payment details that the Buyer has provided to the Seller.

4.5 In the event that the Buyer exceeds the term for payment he/she will be in default by operation of law, and the Seller will be entitled to charge statutory interest on the outstanding amount as from the due date.

ARTICLE 5. RIGHT TO RETURN

5.1 The Buyer will be entitled to return the Product that has been delivered, within a term of 14 days after the Product has been received. Any parcel returned after the prescribed timeframe shall be refused and returned to the sender. The costs and risks pertaining to the return of Products are borne by the sender.

5.2 In order for the customer service to accept the exchange and/or reimbursement, the Product must be returned in full condition in its original packing, undamaged, with its label attached, not worn, accompanied by all of its accessories. The Customer shall not have to justify the reasons or pay penalties, with the exception of return costs.GAUGE81 cannot be held responsible in the event of loss, theft or damage of the parcel. Parcels for which the Customer’s identification (surname, first name, address and return code) is missing shall be refused.

5.3 The Buyer will not be permitted to exchange the Product for another Product. If the Buyer wishes to purchase another Product he/she will have to place a new order on the Website. Any costs made for returning the goods will be for the Buyers account.

5.4 In the event the Customer makes a valid use of this right by the Customer, GAUGE81 shall reimburse the Customer for the sums paid by the same and corresponding to the acquisition of the returned Products (therefore excluding potential customs duties), within a maximum period of 14 days by bank transfer into the account used bearing the Customer’s name.

ARTICLE 6. COMPLAINTS

6.1 The contact details of the Seller can be found by clicking on the ‘contact’ button on the Website.

6.2 The Buyer will be obliged to inspect the Product when it has been delivered and to notify the Seller within 14 days in the event that there are any visible defects or other complaints regarding the performance of the Agreement. Such complaints must be submitted in writing and must be fully and clearly substantiated.

6.3 The Seller will respond to any complaints that it receives within a term of 14 days after receipt. The Seller will notify the Buyer within a term of 14 days in the event that it is foreseeable that the complaint will require a longer term to be processed, stating the term within which the Buyer can expect to receive an answer.

6.4 The Buyer acknowledges that minor deviations, deviations that are generally considered acceptable and deviations that cannot be avoided or that are difficult to avoid in respect of the quality, size, color, finishing, etc. of the Products cannot be avoided or are difficult to avoid and do not constitute a well-founded reason to submit a complaint. Such complaints, and complaints regarding the fact that certain articles have been taken out of the product range, are not well founded. The Seller will not be liable for any damage that the Buyer sustains as a result of such complaints.

6.5 The Buyer will fully cooperate in the event that the Seller recalls a Product. The Buyer will notify the Seller immediately in the event that the Buyer suspects that a Product has a safety defect and is subject to being recalled.

ARTICLE 7. PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy.

ARTICLE 8. INTELLECTUAL PROPERTY RIGHTS

8.1 All documents, information, texts, graphs, images, photographs or any other content published on the www.gauge81.com are the exclusive property of GAUGE81. Consequently, they may not be reproduced, exploited or used for any purpose whatsoever, without the express authorisation of the publication manager.

GAUGE81 is the owner of all the intellectual property (with the exception of authors’ moral rights) pertaining to Products and distinctive trademarks and signs under which the Products are marketed.

The Customer acknowledges without reservations the intellectual property rights of GAUGE81 and undertakes not to infringe them in any manner howsoever. More specifically, the Customer expressly undertakes not to manufacture, sell, provide a licence or market in any manner howsoever, directly or through a third party, for its benefit or the benefit of a third party, the Products, imitations or reproductions of the Products or the intellectual property rights pertaining to the Products and trademarks belonging to GAUGE81.

8.2. Any and all marks, product names, logos, models and designs (referred to below as the “IP Rights”) that are depicted on or affixed to the Products or otherwise related to the Products are the property of the Seller or one or more of its group companies. The Buyer acknowledges the Seller’s proprietary rights in respect of the IP Rights and will refrain from using the IP Rights in any way, and the Buyer will refrain from any conduct that could harm or otherwise negatively affect the IP Rights.

8.3 The Seller refers to the disclaimer with regard to the intellectual property rights in respect of the Website.

ARTICLE 9. PROHIBITED USES

9.1 In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

ARTICLE 10. STATUTORY WARRANTIES

10.1 The Products sold by GAUGE81 are subject to the conditions of statutory warranties.

GAUGE81 shall refuse any complaint for Products that have been used contrary to their intended use.

Any complaint regarding the Products in their current form and without relation to the delivery must be submitted by e-mail to the address customercare@gauge81.com.

10.2 Statutory warranty of conformity:
GAUGE81 shall deliver to the Customer a Product that complies with the contract and which is exempt from conformity defects at the time of the delivery of said Product, to the extent that the Product shall be fit for the use normally expected of similar goods and that it shall have the characteristics featured during the sale.

10.3 Statutory warranty against hidden defects:
GAUGE81 shall ship to the Customer a Product free of hidden defects that would make it unfit for the use for which it was intended, or that substantially decreases this use, that he/she/it would not have acquired it or would have paid a lower price if he/she/it had been aware of them.

10.4 These guarantees shall apply provided that the Customer makes the request in a period of 6 months following the delivery of the Product (for the statutory warranty of conformity) or the discovery of the defect (for the statutory warranty of hidden defects).

Conformity defects that appear within a period of 6 months from delivery are presumed to exist at the time of delivery, unless proven otherwise.

In the event of an actual non-conformity on a Product sold by GAUGE81, the Customer may choose between the Product being repaired or replaced unless one of these choices are commercially unreasonable for GAUGE81. If the repair or the replacement of the Product is impossible, the Customer may be reimbursed and shall return the Product or keep the Product and have a part of the price reimbursed to him/her/it, unless the conformity defect is minor.

In the event of an actual hidden defect on a Product sold by GAUGE81, the Customer shall have the choice of returning the Product and having the price and costs incurred by the sale returned or keeping the Product and having a part of the price returned to him/her/it.

In any event, it shall be up to the Customer to prove that he/she/it fulfils the conditions of the guarantee properly.

The return, replacement or reimbursement of the Product shall occur without costs for the Customer and shall not prevent the potential damages where applicable.

ARTICLE 11. PRODUCTS OR SERVICES

11.1 Certain products or services may be available exclusively online through the website. These products may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of GAUGE81. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

ARTICLE 12. THIRD-PARTY LINKS

12.1 Certain content, products and services available via our Website may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. GAUGE8 is not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

ARTICLE 13. FORCE MAJEURE

13.1 In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of GAUGE81 in the fulfillment of any obligation to the customer cannot be attributed to us in any situation independent of our will, when the fulfillment of our obligations towards you is prevented in whole or in part or when the fulfillment of the obligations cannot reasonably be required from us.

13.2 The force majeure situation referred to is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.

13.3 If a situation of force majeure arises as a result of which we cannot fulfill one or more obligations towards you, these obligations will be suspended until we can comply with it.

13.4 From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part. We do not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

ARTICLE 14. APPLICABLE LAW

The agreement between the Buyer and the Seller is governed by Dutch law.

ARTICLE 15. VERSION OF THE TERMS AND CONDITIONS

The latest update of the Terms and Conditions of GAUGE 81 B.V. was written in April 2023.

DISCLAIMER

GAUGE81 B.V. hereby grants you a non-exclusive, revocable, non-assignable and non-sublicensable right to use the Website and the Service for personal and non-commercial use only. All other use is prohibited, including disclosure, copying, distribution and linking (including framing and deeplinking). GAUGE81 B.V. makes reasonable efforts to ensure that the Information on the Website is accurate and up-to-date. However, GAUGE81 B.V. does not guarantee that the Information is complete and correct.

Electronic communication is not secure and may be intercepted by others, software or spam filters; manipulated; infected with malicious code including viruses; not arrive at its destination or be delayed.

Use of the Website and the Information is at your own risk. GAUG81 does not warrant the operability, accuracy, reliability, completeness, timeliness of the Website nor the uninterrupted, timely, secure or error-free operation of the Website. Use of the Website (including downloading thereof) is at your own risk. GAUGE81 does not guarantee that the Website, the servers or electronic communication is free of viruses or other harmful material.

The provisions in these terms are made for the benefit of GAUGE81 B.V. and its past, present and future group companies, shareholders in GAUGE81 B.V. and their respective holding companies, persons having worked for, working for and going to work for GAUGE81 B.V. or any of its group companies (such as partners, advisors, employees, interns, trainees, temps and free-lancers and including third party suppliers and subcontractors).

The legal relationships to which these general conditions apply shall be governed by and construed in accordance with Dutch law. Disputes shall be submitted to the competent court in Amsterdam. Not with standing the above, GAUGE81 B.V. shall have the right to institute proceedings in any competent court in your jurisdiction.

B2B TERMS AND CONDITIONS

1. Definitions

GENERAL TERMS AND CONDITIONS
GAUGE81 B.V. (limited liability company)

Buyer: the natural or legal entity with whom the Seller has come to an Agreement or to whom Seller sells
or offers Products or services;

Seller: GAUGE81 B.V.;

Agreement: all Agreements between Buyer and Seller pertaining to the buying or selling of (a) GAUGE81

Product(s) and (b) any other agreement between Buyer and Seller;

Offer: a written statement or offer drafted by the Seller which states the agreed terms upon which the
Seller is willing and able to deliver the products, valid during the period as stated in the statement or offer;

Parties: Seller and Buyer

Product(s): Clothing items, accessories and all products which are produced, imported and sold by the

Seller;

Contract Price: means the agreed price stated in the Contract for the sale of Products and Services,
including adjustments (if any) in accordance with the Contract.

General Terms and Conditions: means these “General Terms and Conditions for the Sale of Products or
Services”, together with any modifications or additional provisions specifically stated in Seller’s final
quotation or specifically agreed upon by Seller in writing .

Website: www.GAUGE81.com

2. General provisions

2.1 The General provisions are applicable to the entering into, content and fulfillment of all offers, tenders,
Agreements and deliveries as well as all other legal acts undertaken by the Seller;

2.2 Seller explicitly rejects the applicability of any (general or other) terms and conditions or special
provisions by Buyer.

2.3 In case the General Provisions and the Agreement have contradictory clauses, the terms in the
Agreement will prevail;

2.4 In case any of the provisions in the General Terms and Conditions are void or are deemed void, the
other conditions will still be upheld by both parties. Should one or any of the provisions be void, both
parties are obligated to make sufficient efforts to come to a mutual agreement which replaces the
provision or provisions that have become void. This replacement provision should approach the original
intent of the provision which it replaces as much as possible;

3. Offers

3.1 All offers done by the Seller, may they be oral, written, tender, brochure or any other means, are
strictly offers without engagement, unless a term for acceptance by Buyer of such offer is explicitly given.
Any tariffs or prices mentioned do not automatically apply to future sales and/or orders.

3.2 All prices are exclusive of VAT and other government levies.

3.3 An Agreement with the Seller upon which these General Terms and Conditions are applicable, has to
be acknowledged by the Seller, oral or written beforehand;

3.4 In case that the Seller has not given a written affirmation of the Agreement, the act of accepting
delivery of the product(s) by the Buyer is sufficient evidence of the existence of an Agreement and the
date of delivery shall be the date of the Agreement.

4. Delivery

4.1 Seller shall deliver Products to Buyer EXW Seller’s facility or warehouse (Incoterms 2020), unless
explicitly agreed otherwise in writing. In any case Buyer shall pay all delivery costs, customs duties and
charges or reimburse Seller in case Seller has carried such costs and charges on behalf of Buyer. Partial
deliveries are permitted. Delivery times are approximate and are dependent upon prompt receipt by Seller
of all information necessary to proceed with the work without interruption. Seller may deliver Products in
advance of the delivery schedule and a delivery ten (10) calendar days after the scheduled date of
delivery shall be considered as timely. Any delay in delivering the Products shall not give rise to a right by
Buyer to treat any Contract as repudiated or to reject the Products.

4.2 Title to Products shall pass to Buyer upon delivery in accordance with Section 4.1..

4.3 Risk of loss shall pass to Buyer upon delivery pursuant to Section 4.1..

4.4 If Products delivered do not correspond in quantity, type or price to those itemized in the shipping
invoice or documentation, Buyer shall notify Seller within five (5) calendar days after receipt, failure of
which shall constitute an irrevocable acceptance by Buyer of the Products delivered to him.

4.5 Any liability of Seller for non-delivery of the Products shall be limited to replacing the Products within
a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity
delivered.

5. Payment and security

5.1 Payment has to be received by the Seller within the term, which is stated on the invoice, unless
explicitly agreed otherwise in writing.

5.2 Payment is always assumed to settle the oldest outstanding invoice amount.

5.3 A Buyer who has forsaken to settle an outstanding debt to the Seller by the date on which payment is
due is automatically declared to be in default without any written or other notification being required. From
this moment on, the Buyer is obligated to pay the Dutch statutory interest on the outstanding amount.

5.4 All costs involved in the legal and non-legal efforts of the Seller, as well as legal representation for the
Seller, which arise from a default payment by the Buyer, shall be charged to the Buyer. Non-legal
collection fees, which shall be charged to the Buyer, shall be based on the Dutch rapport Voorwerk II’.
These costs are excluding and therefore unabated by trial costs.

5.5 If Seller has any reasonable doubt regarding the payment capacity of the Buyer, Seller is entitled to
advance the payment obligation of the Buyer or request for sufficient or additional security for the
fulfillment of the payment obligation of the Buyer for all that Buyer owes to the Purchaser in respect of
delivery of (ordered) Products or otherwise, and only after such payment is received or (additional)
security has been provided Seller shall deliver or continue the delivery of the Products or perform and/or
continue the agreed services.. The Buyer is liable for any damages suffered by Seller by this delay.

5.6. If the Buyer does not comply with Seller’s request for payment or (additional) security within fourteen
(14) days, the Seller is entitled to terminate the Agreement with immediate effect without any
compensation being due.

5.7 Buyer shall pay interest on all late payments at the minimum rate of 1.5% per month or the highest
rate permissible under applicable law (Dutch law), calculated daily and compounded monthly. Buyer shall
reimburse Seller for all costs incurred in collecting any late payments, including, without limitation,
attorneys’ fees and court costs. In addition to all other remedies available under these Terms and
Conditions or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be
entitled to suspend the delivery of any Products if Buyer fails to pay any amounts when due hereunder
and such failure continues for thirty (30) days following written notice thereof.

5.8 Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any
claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.

5.9 If Buyer disputes any invoice or portion thereof, it shall notify Seller in writing within fifteen (15) days
of receipt of said invoice, detail the reason for the dispute, and pay all undisputed amounts. All charges
not timely disputed in writing shall be deemed to be undisputed and shall be due and payable as set forth
above.

6. Contract Price

6.1 Buyer shall purchase the Products and, if applicable, shall pay for the services provided, from Seller
at the Contract Price. Prices are subject to change without prior notice and Seller shall thereafter notify
Buyer of any price increases. In the event of a price increase, Buyer may cancel any undelivered portion
of any order by written notice to Seller, provided such notice is received by Seller not more than five (5)
days after Buyer’s receipt of Seller’s notice of price increase. Upon cancellation, Buyer shall pay Seller:

(i) the Contract Price for all Products which have been completed or are in the process of
completion,

(ii) components or goods secured by Seller from outside sources for the performance of the
Contract, and

(iii) special tooling and equipment procured for the performance of the Contract. All prices shall
be confidential and Buyer shall not disclose such prices to any unrelated party.

6.2 All Contract Prices are exclusive of all sales, use and excise taxes, and any other similar taxes,
duties and charges of any kind imposed by any governmental authority on any amounts payable by
Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be
responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts,
personnel or real or personal property or other assets.

6.3 The Contract Price excludes shipping and handling charges, which are the obligation of Buyer and
will be added to the invoice if prepaid by Seller unless otherwise agreed to in writing.

6.4 Any order that has an estimated delivery date greater than three (3) months may be subject to a
surcharge only if

(i) Supplier, or third-party vendor, increases its price by more than 5% and

(ii) such increase occurs within the first twelve (12) weeks of Supplier’s order acknowledgement.
The surcharge, if any, shall be calculated as follows:

(a) The product surcharge amount, if any, shall be the amount by which the price
increase exceeds 5%.

(b) To the extent third-party vendors of raw materials, labour or energy costs with
separate, or optional, line items in the proposal increase their prices by more than 5%,
the Supplier reserves the right to increase the price for those items proportionately.

7. Title and Risk of Loss

7.1 Title and risk of loss passes to Buyer pursuant to the terms of article 2. As collateral security for the
full payment of the purchase price of the Products, Buyer hereby grants to Seller a lien on and security
interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever
located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions
thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds)
of the foregoing. Seller shall have the right to file any and all documents and take any action it deems
necessary to fully establish protection of its security interest in the Products; however, the failure of Seller
to file any such document shall not in any way act as a waiver of Seller’s right to such security interest.

8. Reclamation

8.1 The Buyer is obliged to check the delivered products or rendered services for visibly noticeable
shortcomings within seven (7) days of delivery.

8.2 Reclamation is defined as a grievance or grievances of the Buyer regarding the (defective) state of
the delivered product.

8.3 The reclamation shall only be acknowledged when this is done in writing and delivered by recorded
post. This written reclamation request has to be in the possession of the Seller within seven (7) days of
delivery of the product(s), without prejudice to the following sections of these General Terms and
Conditions.

8.4 If the request for reclamation has not been made within the term mentioned in clause 7.3 above, the
Products and activities are considered to comply with the Agreement with respect to the externally visible
aspects and any legal claim for non-conformity made by the Buyer will be void, regardless of the fact that
Seller was aware of the devIation and whether or not it concerns a promised feature..

8.5 The reclaimed products must be returned to the Seller in their original, unworn condition and
packaging. This includes the mandatory presence of a polybag, with its accompanying hangtag/sticker
intact. Furthermore, all labels and tags, both on the product and within the packaging, must be present
and undamaged. Any unauthorized substitutions or miss-shipments are strictly prohibited. Failure to
adhere to these conditions will result in the return not being accepted, and the Buyer will be held
responsible for any associated costs.

8.6 Small and in regular trade generally admissible or technically unavoidable deviations in quality,
quantity, colors, size and detailing etcetera are not grounds for reclamation.

8.7 In case the Seller accepts the reclamation claim, the Seller has a choice to either repair the reclaimed
products or to replace said products or to credit the corresponding amount to the Buyer.

8.8 Returns, which have not been preceded or are not accompanied by a written description, as stated in
paragraph 7.2, are not allowed and will not be acknowledged. Costs that have been made in regard to
reclamations or returns which have been deemed unfounded, as stated under paragraph 7.2, shall be
charged to the Buyer. The Seller can store the product(s), which have been sent as a return or have them
stored by a third party. Costs for this storage as well as the risks remain with the Buyer. All costs, which
have been made in assessing a returned product, which has been deemed as unfounded, will be charged
to the Buyer. The seller shall specify these costs; this specified account is also binding unless the Buyer
can produce evidence that this account is inaccurate. The Buyer is obligated to carefully package, ship
and insure the return product(s). The Buyer shall be held accountable for all damages, which occur due to
negligence.

9. Limitation on Liability & Exoneration

9.1 In no event shall Seller be liable to Buyer or any third party for any loss of use, revenue or profit or
diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages
whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether
such damages were foreseeable and whether or not Seller has been advised of the possibility of such
damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

9.2 In no event shall Seller’s aggregate liability arising out of or related to a Contract, whether arising out
of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amount
paid to Seller for the relevant Product sold hereunder or, as to Services, for the amounts paid to seller for
the relevant Services performed hereunder.

9.3 This limitation of liability is a material basis for the parties’ bargain and reflects the bargained-for
allocation of risks between Seller and Buyer, without which Seller would not have agreed to provide the
Products or services at the price charged.

9.4 The limitation of liability as referred to in this article 8 shall not apply in case of willful misconduct or
gross negligence (in Dutch: ‘opzet of bewuste roekeloosheid’) on Seller’s part.

10. Termination and suspension of agreement

10.1 Without prejudice to the remainder of her rights according to the law, the Seller is entitled to
terminate the Agreement with immediate effect and without being in default in cases where:

a. The Buyer does not live up to the obligations agreed upon in the Agreement;

b. The Buyer is in deferral or has been placed into receivership c. The Buyer has been declared
insolvent

10.2 If and as long as the Buyer is in default with respect to the payment of any claim or obligation of
Seller, Seller is entitled to suspend the delivery or performance to the Buyer, or suspend any other
obligation to Buyer until Buyer has fulfilled all its payment obligations.

10.3 In addition to any remedies that may be provided under these Terms and Conditions, Seller may
terminate this Contract with immediate effect upon written notice to Buyer, if Buyer:

(i) fails to pay any amount when due under this Contract and such failure continues for thirty (30)
days after Buyer’s receipt of written notice of nonpayment;

(ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or
in part; or

(iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it
proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of
creditors.

11. Cancellation

11.1 Once an Agreement has been entered into between Buyer and Seller it may not be canceled
unilaterally by the Buyer.

11.2 Cancellation of the Agreement by the Buyer without consent from the Seller, within five (5) calendar
days after the Agreement has been reached, will result in a charge of 30% of the total order amount to the
Buyer for incurred costs by GAUGE81. B.V.

11.3 Cancellation after five (5) calendar days by the Buyer, without consent from the Seller, will result in a
charge to the Buyer of 100% of the total order amount without prejudice to GAUGE81. B.V. to collect
indemnification.

11.4. Buyer may return Products only at its sole cost and only with the prior written authorization of Seller,
subject to a restocking fee as agreed by the parties. No returns of special, custom, or made-to-order
Products will be permitted.

12. Intellectual property rights and property rights

12.1 All rights of intellectual and industrial property regarding the Products, including patents, trademarks,
design rights and copyright - belong to Seller. Where such a right can be acquired only by registration,
Seller is the only Party authorized thereto.

12.2 Unless otherwise agreed, any drawings, illustrations, prototypes, models, molds, designs, sketches,
films and other materials or (electronic) files made by Seller with respect to the Agreement are owned by
Seller, regardless of these having been made available to Buyer or third parties.

12.3 Seller is unable to guarantee that no patent rights, copyrights, trademarks, (user) rights, trade
models or any other rights of third-parties are infringed by goods received from suppliers and/or buyers
via Seller or third-parties via them, including but not limited to goods, models and drawings for the
manufacture and/or delivery of certain Products.

12.4 In the absence of written agreement to the contrary, Seller holds the copyrights and all rights of
(industrial) property to the offers it has made and the designs, images, drawings (test) models, software,
templates and other goods that it has issued.

13. Force majeure

13.1 If the Seller is unable to complete the delivery (partially or in total) due to a force majeure, the Seller
is entitled to delay or cancel the Agreement, or parts of the Agreement, without legal intervention. Choice
of which is up to the Seller. (partial) Cancellation by the Seller does not warrant a compensation or
warranty for the Buyer.

13.2 Included in the term force majeure are: strikes, exclusion, fire, production machine malfunction and
other production malfunctions, including malfunctions of software nad/or hardware (at the Buyer or her
suppliers of services and goods), transport malfunctions and all other circumstances which are beyond
the control of the Seller such as: war, blockade, riots, acts of terrorism, epidemics, devaluation, flooding,
storms as well as immediate hikes in import taxes and or import rights, delays or failure in deliveries by
suppliers and the failure to procure to required permits and other government actions.

13.3 Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this
Contract, for any failure or delay in fulfilling or performing any term of this Contract when and to the extent
such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of
Seller including, without limitation, acts of nature, flood, fire, earthquake, explosion, governmental actions,
war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil
unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes
(whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or
delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown
or power outage.

14. Taxes

14.1 Taxes are not included in the sales prices or otherwise noted prices are the relevant sales taxes or
other corresponding (import) levies; all costs derived from these taxes are charged to the Buyer.

15. Full agreement

15.1 The Agreement, including the conditions, is a comprehensive and exhaustive representation of the
rights and obligations of both parties and supersedes all previous written and oral agreements,
declarations, claims and behavior of both parties.

15.2 These General Terms and Conditions constitute the entire agreement between Buyer and Seller
relating to the subject matter hereof, and supersede all prior and contemporaneous discussions,
understandings, and agreements related to the subject matter hereof.

16. Disclaimer of Warranty

16.1 Seller warrants that all products manufactured by Seller shall, at the time of sale, comply with
applicable Seller specifications. All products not manufactured by Seller are sold only with the warranties
provided by the manufacturer of products, if any. Seller makes no other warranty with respect to the
Products, and disclaims any and all warranties, express or implied, including the implied warranties of
merchantability and fitness for a particular purpose. Seller personnel are not authorized to alter this
disclaimer of warranty.

16.2 Any inspection services provided by Seller at Buyer’s request shall be provided as a customer
service only and shall not be deemed to act as a warranty or approval of Buyer’s installation, use, or
maintenance of the Products, nor shall Seller be liable for failure to detect improper use, installation or
maintenance of the Products by Buyer.

17. Indemnification

17.1 Subject to article 9 hereof, Buyer shall indemnify Seller from and against claims brought by a third
party, on account of personal injury or damage to the third party’s tangible property, to the extent caused
by the negligence of Buyer in connection with this Contract.

18. Adequate Assurance

18.1 Seller reserves the right by written notice to cancel any order or require full or partial payment or
adequate assurance of performance from Buyer without liability to Seller in the event of: (i) Buyer’s
insolvency, (ii) Buyer’s filing of a voluntary petition in bankruptcy, (iii) the appointment of a receiver or
trustee for Buyer or (iv) the execution by Buyer of an assignment for the benefit of creditors. Seller
reserves its right to suspend its performance until payment or adequate assurance of performance is
received and also reserves its right to cancel Buyer’s credit at any time for any reason.

19. Compliance with Laws

19.1 Seller shall take reasonable steps to ensure the Products are in conformity with applicable laws and
regulations; however, Buyer acknowledges that Products may be used in various jurisdictions for various
applications subject to disparate regulations and therefore that Seller cannot warrant compliance with all
applicable laws and regulations. Seller disclaims any representation or warranty that the Products
conform to federal, state or local laws, regulations, ordinances, codes or standards, except as expressly
set forth by Seller in writing. Buyer shall comply with all applicable laws, regulations and ordinances.
Seller may terminate this Contract if any governmental authority imposes anti-dumping or countervailing
duties or any other penalties on Products.

19.2 Seller is committed to complying with all relevant export laws. Buyer is responsible for applying for
export licenses, if required, based on end user or country of ultimate destination. Seller’s obligations are
conditioned upon Buyer’s compliance with all applicable trade control laws and regulations. Buyer shall
not trans-ship, re-export, divert or direct Products other than in and to the ultimate country of destination
declared by Buyer and specified as the country of ultimate destination on Seller’s invoice. Buyer agrees to
indemnify and hold Seller harmless from any and all costs, liabilities, penalties, sanctions and fines
related to non-compliance with applicable export laws and regulations.

19.3 Buyer represents and warrants that it is not subject to any trade sanctions imposed by the US, EU
and/or UN and that it is in compliance and shall comply with all applicable laws and regulations relating to
trade restrictions and/or export controls (including trade sanctions imposed by the US, EU and/or UN)
with respect to Products sold hereunder, and shall provide evidence of compliance with the foregoing as
Seller may reasonably request from time to time.

19.4 Buyer represents and warrants that it is in compliance and shall comply with all applicable
anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and has not,
directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any
government official for the purpose of influencing any act or decision of such government official. Buyer is
not on, nor is Buyer associated with any organization that is on, any list of entities maintained by the
United States government that identifies parties to which the sale of goods or services is restricted or
prohibited..

20. Amendment and Modification

20.1 These Terms and Conditions may only be amended or modified in a writing which specifically states
that it amends these Terms and Conditions and is signed by an authorized representative of each party.

21. Waiver

21.1 No waiver by Seller of any of the provisions of this Contract is effective unless explicitly set forth in
writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or
privilege arising from this Contract operates, or may be construed, as a waiver thereof. No single or
partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.

22. Confidential Information

22.1 All non-public, confidential or proprietary information of Seller, including but not limited to
specifications, samples, patterns, designs, plans, drawings, documents, data, business operations,
customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or
disclosed or accessed in written, electronic or other form or media, and whether or not marked,
designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely
for the use of performing this Contract and may not be disclosed or copied unless authorized in advance
by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials
received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This
Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of
disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

23. Assignment

23.1 Buyer shall not assign any of its rights or delegate any of its obligations under this Contract without
the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is
null and void. No assignment or delegation relieves Buyer of any of its obligations under this Contract.

24. Relationship of the Parties

24.1 The relationship between the parties is that of independent contractors. Nothing contained in this
Contract shall be construed as creating any agency, partnership, joint venture or other form of joint
enterprise, employment or fiduciary relationship between the parties, and neither party shall have
authority to contract for or bind the other party in any manner whatsoever.

25. Notices

25.1 All notices, requests, consents, claims, demands, waivers and other communications hereunder
(each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of
the Contract or to such other address that may be designated by the receiving party in writing. All Notices
shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid),
facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt
requested, postage prepaid). Except as otherwise provided in this Contract, a Notice is effective only (a)
upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the
requirements of this Section.

26. Severability

26.1 If any term or provision of this Contract is invalid, illegal or unenforceable in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other term or provision of this Contract or
invalidate or render unenforceable such term or provision in any other jurisdiction.

27. Survival

27.1 Provisions of these Terms and Conditions which by their nature should apply beyond their terms will
remain in force after any termination or expiration of these Terms and Conditions including, but not limited
to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law,
Indemnification, Submission to Jurisdiction and Survival.

28. Language

28.1 The parties have expressly requested that this Contract and all related documents be drafted in the
English language.

29. Choice of forum

29.1 Dutch law is applicable on all Agreements between parties. Both parties explicitly exclude the
application of the Viennese Buyers accord.

29.2 All disputes, which arise from the Agreement between the parties, must be brought before the court
of Amsterdam, the Netherlands.

29.3 Any legal suit, action or proceeding arising out of or relating to this Contract shall be submitted to the
exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.