GENERAL TERMS AND CONDITIONS OF SALE (B2B)

V-Marine Oy

Effective date: 01.01.2023

1. Scope and Business Customers Only

These General Terms and Conditions of Sale ("Terms") apply to all quotations, offers, orders, sales, deliveries and services supplied by V-Marine Oy ("V-Marine", "Seller", "we", "us") to its customers ("Customer", "Buyer").

V-Marine supplies goods and services exclusively to business customers acting in the course of their trade, business or profession. V-Marine does not accept orders from consumers acting primarily for purposes outside their trade, business or profession.

By requesting a quotation, placing an order, making payment or accepting delivery, the Customer confirms that it is acting as a business customer and accepts these Terms.

Any person placing an order on behalf of a Customer represents that they have authority to bind that Customer.

The Customer is responsible for providing accurate company, billing, VAT, tax, delivery and other information required for the transaction.

Any terms or conditions of the Customer, including terms contained in purchase orders, procurement systems, supplier portals, confirmations or other documents, are expressly rejected and shall not apply unless expressly accepted in writing by an authorised representative of V-Marine.

In the event of conflict, the following order of precedence shall apply:

1. a specific written agreement signed by V-Marine;

2. V-Marine's quotation or order confirmation; and

3. these Terms.

2. Quotations, Website Information and Orders

Unless expressly stated otherwise, quotations, prices, availability information, delivery estimates and other information provided by V-Marine, including information displayed on its website, are non-binding and subject to confirmation.

Product descriptions, photographs, technical information and prices displayed on the website do not constitute an irrevocable offer to sell.

Submission of an order by the Customer constitutes an offer to purchase.

V-Marine may accept or reject an order at its discretion, subject to applicable law.

A contract is formed only when V-Marine issues an order confirmation, expressly accepts the order in writing, commences performance, or accepts payment, whichever first demonstrates V-Marine's acceptance of the order.

V-Marine may correct obvious pricing, calculation, typographical or technical errors before delivery. If such correction materially affects an accepted order, the Customer shall be informed and may reject the correction, in which case V-Marine may cancel the affected order and refund any amount paid for undelivered goods.

The Customer is responsible for verifying that the products, quantities, specifications, dimensions, configuration, compatibility and intended application stated in the quotation or order confirmation meet its requirements.

3. Cancellation and Modification of Orders

Once accepted by V-Marine, an order may not be cancelled, reduced, rescheduled or modified without V-Marine's prior written consent.

Where V-Marine agrees to cancellation or modification, the Customer shall reimburse V-Marine for all costs, liabilities and commitments reasonably incurred as a consequence, including supplier cancellation charges, freight, handling and work already performed.

Special-order, customised, configured, manufactured-to-order and non-stock products are non-cancellable and non-returnable unless V-Marine expressly agrees otherwise in writing.

4. Prices, Taxes and Additional Costs

Unless expressly stated otherwise, all prices are exclusive of VAT.

Customs duties, import duties, withholding taxes, bank charges, freight, insurance, storage, installation, commissioning and other taxes, duties and charges are excluded unless expressly included in V-Marine's quotation or order confirmation.

Such amounts shall be borne by the Customer.

If any payment to V-Marine is subject to withholding or deduction required by law, the Customer shall, to the extent permitted by applicable law, increase the payment so that V-Marine receives the same net amount it would have received had no withholding or deduction been required.

Unless a price has expressly been agreed as fixed, V-Marine may adjust prices before delivery to reflect material increases in costs outside V-Marine's reasonable control, including manufacturer or supplier prices, freight charges, customs duties, taxes, exchange rates and regulatory charges.

5. Payment

Unless otherwise stated in V-Marine's quotation, order confirmation or invoice, invoices are payable within twenty-one (21) calendar days from the invoice date.

Payment shall be made in full without set-off, counterclaim, deduction or withholding, except where prohibited by mandatory law.

The Customer shall notify V-Marine of any bona fide invoice dispute without undue delay and in any event before the payment due date. A dispute concerning part of an invoice shall not relieve the Customer from paying the undisputed portion when due.

Late payments shall accrue default interest at the applicable rate under the Finnish Interest Act (633/1982), or at any higher rate validly agreed between the parties.

The Customer shall reimburse V-Marine for statutory compensation and all reasonable costs incurred in recovering overdue amounts, including collection agency fees, legal fees and court costs, to the extent permitted by applicable law.

If any payment is overdue, V-Marine may, without liability, suspend deliveries, services, warranty handling or any other performance until all overdue amounts and applicable charges have been paid.

V-Marine may at any time require advance payment, partial advance payment, security or revised payment terms where V-Marine reasonably considers this necessary due to credit risk or changed circumstances.

6. Delivery

Unless expressly agreed otherwise, all delivery dates and lead times are estimates only and do not constitute guaranteed deadlines.

V-Marine shall use commercially reasonable efforts to meet estimated delivery dates but shall not be liable for delays resulting from circumstances outside its reasonable control, including delays caused by manufacturers, suppliers, carriers, customs authorities, ports or regulatory authorities.

Delay shall not entitle the Customer to cancel an order, refuse delivery, withhold payment or claim damages unless otherwise expressly agreed in writing or required by mandatory law.

V-Marine may make partial deliveries and invoice each delivery separately.

If the Customer fails or refuses to take delivery when the goods are available, V-Marine may store the goods at the Customer's risk and expense and may invoice reasonable storage, handling and additional transportation costs.

7. Delivery Terms, Risk and Title

The applicable delivery term shall be the Incoterms® rule and named place stated in V-Marine's quotation or order confirmation.

References to Incoterms® mean the edition specified in the relevant quotation or order confirmation or, if no edition is specified, the edition in force on the date of V-Marine's quotation.

Risk of loss or damage passes to the Customer in accordance with the applicable agreed delivery term.

Where no specific delivery term has been agreed, delivery shall take place at V-Marine's premises or other location designated by V-Marine, and the Customer shall bear transportation costs and risks from the point at which the goods are handed over to the Customer or first carrier, as applicable.

To the extent permitted by applicable law, title to the goods shall remain with V-Marine until V-Marine has received full payment for those goods.

Until title has passed, the Customer shall not pledge or otherwise encumber unpaid goods in a manner prejudicing V-Marine's rights.

8. Inspection and Claims

The Customer shall inspect the goods promptly upon delivery.

Any visible damage, shortage, incorrect quantity or other non-conformity reasonably discoverable on inspection must be notified to V-Marine in writing without undue delay and, where reasonably possible, within eight (8) days after delivery.

Concealed defects must be notified to V-Marine in writing without undue delay after discovery.

Claims must include sufficient information to identify and evaluate the alleged defect, including where reasonably available photographs, product and serial numbers, order details, delivery documentation and a description of the problem.

Failure to provide timely notice may result in loss of the Customer's right to rely on the defect to the extent permitted by applicable law.

Transport damage must also be reported directly to the carrier in accordance with the applicable transportation terms.

9. Product Information, Selection and Suitability

Technical data, drawings, dimensions, weights, photographs, illustrations, catalogues and other product information are approximate unless expressly confirmed by V-Marine in writing.

Manufacturers may modify specifications, components, appearance or design without notice where such changes do not materially impair the intended function of the product.

Unless V-Marine has expressly undertaken responsibility for a particular application in writing, the Customer is responsible for determining whether the goods are suitable, compatible, legally compliant and safe for the Customer's intended installation, vessel, system, environment and use.

Any recommendation or technical information provided by V-Marine based on information supplied by the Customer assumes that such information is complete and accurate.

10. Warranty

Products manufactured by third parties are subject primarily to the applicable manufacturer's warranty, if any.

To the maximum extent permitted by applicable law, V-Marine's obligations concerning defective third-party products shall be limited to the remedies available to V-Marine from the relevant manufacturer or supplier and to reasonable assistance in processing the Customer's warranty claim.

Any warranty provided directly by V-Marine applies only where expressly stated in writing.

Warranty does not cover defects or damage resulting from normal wear and tear, corrosion, improper transportation or storage, incorrect installation, commissioning or maintenance, misuse, accident, external causes, unauthorised modification or repair, failure to follow manufacturer instructions, use outside specified operating conditions or use with incompatible equipment.

No product may be returned for warranty inspection without V-Marine's prior authorisation.

11. Returns

The Customer has no general right of return.

Goods may only be returned with V-Marine's prior written authorisation.

Approved returns must be unused, undamaged, complete and, where applicable, in their original packaging.

V-Marine may deduct transportation, inspection, repackaging, restocking and other reasonable costs associated with an approved return.

Special-order, customised, configured, manufactured-to-order, discontinued and non-stock products are non-returnable unless defective or V-Marine expressly agrees otherwise in writing.

12. Services

Where V-Marine provides installation, commissioning, technical assistance, consulting or other services, such services shall be performed with reasonable professional skill and care.

Unless expressly agreed otherwise in writing, V-Marine does not guarantee any particular commercial, operational or technical result.

The Customer shall provide timely and safe access to the relevant vessel, equipment and premises and shall provide all information, personnel, utilities, permits and assistance reasonably required for performance.

Waiting time, additional visits or additional work caused by circumstances attributable to the Customer, vessel, site or third parties may be charged separately.

13. Limitation of Liability

To the maximum extent permitted by applicable law, V-Marine shall not be liable for any indirect, incidental, special, punitive or consequential loss or damage.

In particular, V-Marine shall not be liable for loss of profit, revenue, production, use, business, contracts, opportunity, goodwill or anticipated savings; loss of or damage to data; downtime; vessel delay; off-hire; detention; demurrage; loss of voyage; loss of charter; interruption of operations; or claims made against the Customer by third parties.

To the maximum extent permitted by applicable law, V-Marine's total aggregate liability arising out of or in connection with any individual order, whether arising in contract, tort, negligence or otherwise, shall not exceed the net amount, excluding VAT, actually paid to V-Marine for the specific goods or services giving rise to the claim.

The Customer shall take all reasonable measures to prevent and mitigate loss.

Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited under mandatory Finnish law.

14. Third-Party Claims

V-Marine shall have no obligation to participate in, defend or indemnify the Customer against claims brought by the Customer's customers, vessel owners, charterers, operators, end users or other third parties except where expressly agreed in writing or where liability cannot lawfully be excluded.

The Customer shall indemnify and hold V-Marine harmless against third-party claims, losses, costs and expenses arising from the Customer's incorrect installation, modification, resale, representations, instructions, integration or improper use of the goods, except to the extent directly caused by V-Marine's liability that cannot lawfully be excluded.

15. Force Majeure

V-Marine shall not be liable for failure or delay in performance caused by circumstances beyond its reasonable control.

Such circumstances include, without limitation, war, armed conflict, terrorism, sanctions, embargoes, government actions, strikes, labour disputes, fire, flood, severe weather, natural disaster, epidemic, pandemic, cyber incidents, interruption of energy or communications, port closure, transportation disruption, shortage of materials or components, supplier failure and manufacturing delays.

V-Marine's affected obligations shall be suspended for the duration of the event.

Where such circumstances materially affect the feasibility, cost or timing of performance, V-Marine may modify the delivery schedule or, where continued performance becomes commercially unreasonable or impossible, cancel the affected order or part thereof without liability.

16. Export Control and Sanctions

The Customer shall comply with all applicable sanctions, export-control, customs and international trade laws and regulations.

The Customer shall not directly or indirectly sell, export, re-export, transfer, divert or otherwise make available goods supplied by V-Marine in violation of applicable sanctions or export-control restrictions.

Upon request, the Customer shall provide accurate information concerning the ultimate consignee, end user, vessel, destination and intended use of the goods.

V-Marine may refuse, suspend or cancel any quotation, order, delivery or transaction without liability where V-Marine reasonably considers that performance could violate applicable sanctions, export-control requirements or other mandatory trade restrictions, or where requested compliance information is not provided.

17. Intellectual Property

All intellectual property rights in drawings, designs, calculations, quotations, technical documents and other materials created or supplied by V-Marine remain the property of V-Marine or the relevant rights holder.

Such materials may not be copied, disclosed, distributed or used for any purpose other than the transaction for which they were supplied without V-Marine's prior written consent.

18. Suspension and Termination

V-Marine may suspend performance or terminate an order with immediate effect if:

• the Customer materially breaches its contractual obligations;

• the Customer fails to make payment when due;

• the Customer becomes insolvent or subject to bankruptcy, restructuring, liquidation or comparable proceedings;

• V-Marine reasonably believes that the Customer's ability to pay has materially deteriorated; or

• continued performance would expose V-Marine to material legal, sanctions, export-control or compliance risk.

Suspension or termination shall not affect V-Marine's right to payment for goods delivered, services performed, work in progress, non-cancellable supplier commitments or costs already incurred.

19. Governing Law and Jurisdiction

These Terms and all quotations, orders, contracts and contractual relationships between V-Marine and the Customer shall be governed exclusively by the laws of Finland, excluding its conflict-of-laws rules.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Any dispute, controversy or claim arising out of or relating to a quotation, order, contract, delivery, service or these Terms shall be subject to the exclusive jurisdiction of the competent courts of Finland.

Unless otherwise required by mandatory law, the District Court having jurisdiction over V-Marine's registered office shall be the court of first instance.

Notwithstanding the foregoing, V-Marine may bring proceedings for payment, debt recovery, interim measures, protective measures or enforcement against the Customer in any court or jurisdiction competent over the Customer or its assets.

20. General Provisions

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be limited or modified to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

Failure or delay by V-Marine in exercising any right shall not constitute a waiver of that right.

No amendment, waiver or deviation from these Terms shall bind V-Marine unless expressly agreed in writing by an authorised representative of V-Marine.

The Customer may not assign or transfer its rights or obligations without V-Marine's prior written consent.

V-Marine may assign its receivables and may use subcontractors or transfer performance to an affiliate or third party where reasonably necessary.

These Terms, together with V-Marine's applicable quotation, order confirmation and any specific terms expressly agreed in writing by V-Marine, constitute the contractual terms applicable to the relevant transaction.