General Terms and Conditions of Sale, Development and Supply

In these General Terms and Conditions, the following definitions apply:

1. Fervonic: Fervonic B.V., previously known as SoniForm B.V., is a private limited liability company incorporated under Dutch law, registered with the Dutch Chamber of Commerce under number 99150700.
2. Customer: any legal entity or professional party that enters into an Agreement with Fervonic or requests a quotation from Fervonic.
3. Agreement: any quotation, order confirmation, purchase order accepted by Fervonic, statement of work, project agreement, supply agreement or other written arrangement between Fervonic and the Customer.
4. Products: all equipment, machines, modules, components, prototypes, test systems, control systems, sensors, software, firmware, documentation and related deliverables supplied by Fervonic.
5. Development Work: engineering, design, feasibility work, testing, demonstrations, prototyping, system integration, commissioning, consultancy or other technical work performed by Fervonic in connection with Products or Fervonic technology.
6. Deliverables: Products, reports, drawings, test results, software, documentation, prototypes or other outputs expressly agreed in the Agreement.
7. Specifications: the technical, functional or performance specifications expressly agreed in writing between the parties.
8. Site: the Customer’s premises or any other location where Products are installed, tested, commissioned or used.
9. Background IP: all intellectual property, know-how, inventions, software, algorithms, designs, test methods, measurement methods, models, data-processing methods and technical information owned or controlled by a party before the Agreement or developed independently of the Agreement.
10. Fervonic Technology: Fervonic’s Background IP and all technology relating to ultrasonic heating, ultrasonic sensing, internal temperature measurement, process control, hardware design, software, firmware, algorithms, system architecture, integration concepts and related know-how.
11. Confidential Information: all non-public technical, commercial, financial or strategic information disclosed by one party to the other, regardless of form.

1. These General Terms and Conditions apply to all quotations, offers, Agreements, Products, Deliverables and Development Work of Fervonic.
2. These General Terms and Conditions apply only to business-to-business transactions. Fervonic does not offer Products or Development Work to consumers.
3. Any purchasing terms, general terms or other conditions of the Customer are expressly rejected and do not apply, unless Fervonic accepts them in writing.
4. If a specific written Agreement conflicts with these General Terms and Conditions, the specific written Agreement prevails.
5. These General Terms and Conditions do not replace a separately signed non-disclosure agreement, joint development agreement, licence agreement, exclusivity agreement, manufacturing agreement, shareholder agreement or investment agreement. Such agreements prevail within their specific scope.
6. If any provision is invalid or unenforceable, the remaining provisions remain in force. The parties shall replace the invalid provision with a valid provision that reflects the original commercial purpose as closely as possible

1. All quotations and offers by Fervonic are non-binding unless expressly stated otherwise.
2. Unless a quotation states a different validity period, quotations are valid for 30 calendar days.
3. An Agreement is formed only when Fervonic confirms the Customer’s order in writing or when both parties sign an Agreement.
4. Fervonic may refuse an order or suspend commencement until the Customer has provided all required technical information, input data, samples, safety information, purchase order details, advance payment or other agreed security.
5. The Customer is responsible for the accuracy and completeness of all information provided to Fervonic. Fervonic may rely on that information when preparing quotations, designs, test plans and Deliverables.
6. Obvious errors or mistakes in quotations, documentation, websites or communications do not bind Fervonic.

1. The scope of supply is limited to the Products, Deliverables and Development Work expressly described in the Agreement.
2. Technical drawings, performance estimates, concept descriptions, test results, illustrations, marketing materials and website information are indicative unless expressly included as binding Specifications in the Agreement.
3. Any change to scope, Specifications, timing, testing, installation, acceptance criteria or deliverables requires written confirmation by Fervonic.
4. Fervonic is entitled to charge additional costs and adjust planning for additional work, changed assumptions, incomplete Customer information, delayed Customer input, changed Site conditions or changes requested by the Customer.
5. Fervonic may make technical modifications to Products or Deliverables if such modifications do not materially reduce the agreed functionality.

1. Development Work, feasibility work, laboratory work, prototypes and pilot systems are performed on a best-efforts basis unless specific performance criteria have been expressly agreed in writing.
2. The Customer acknowledges that Development Work and prototypes may involve technical uncertainty, iteration and residual risk.
3. Unless expressly agreed otherwise, prototypes, beta systems, test setups and pilot systems are not intended for continuous industrial production, resale, unattended operation or safety-critical use.
4. Fervonic does not guarantee that Development Work will result in a commercially viable product, a particular technical result, regulatory approval, production yield, energy saving, cycle-time reduction or integration outcome, unless this has been expressly agreed as a binding Specification.
5. Demonstrations, trials and test results are valid only for the tested configuration, materials, operating conditions and assumptions.

1. The Customer shall provide timely and accurate technical information, material data, drawings, process parameters, samples, safety data sheets, interface specifications, Site information, utilities, access, permits and cooperation required for Fervonic to perform the Agreement.
2. The Customer is responsible for the suitability of its materials, production process, production line, infrastructure, utilities, operators and Site for the intended use of the Products.
3. The Customer shall ensure safe working conditions for Fervonic personnel and subcontractors at the Site.
4. The Customer shall ensure that its personnel follow all operating instructions, safety instructions, maintenance requirements and training requirements provided by Fervonic.
5. If Products are integrated into a larger machine, production line or plant, the Customer or system integrator is responsible for the safety, compliance and validation of the complete integrated system, unless Fervonic expressly accepts that responsibility in writing.
6. Delays or additional costs caused by the Customer, the Site, third parties engaged by the Customer or incomplete Customer input shall be borne by the Customer.

1. Delivery dates are indicative unless expressly agreed as binding.
2. Unless otherwise agreed, delivery takes place Ex Works Fervonic or another location designated by Fervonic, in accordance with Incoterms 2020.
3. Risk transfers to the Customer when the Products are made available for collection or handed over to the first carrier.
4. Transport, packaging, insurance, import duties, export duties, customs formalities, taxes and local charges are for the account and risk of the Customer unless otherwise agreed.
5. Fervonic may deliver in parts and invoice partial deliveries separately.
6. Delay does not entitle the Customer to compensation, termination or suspension unless Fervonic is first given written notice of default and a reasonable period to remedy the delay.

1. Installation and commissioning are included only if expressly agreed.
2. The Customer shall ensure that the Site is ready before installation or commissioning starts, including access, lifting equipment, utilities, safety measures, permits, interfaces, personnel and any required shutdown windows.
3. If Site conditions prevent or delay installation, testing or commissioning, v may charge waiting time, travel costs, additional labour and rescheduling costs.
4. If acceptance testing is agreed, the acceptance criteria must be specified in writing.
5. Products or Deliverables are deemed accepted when:
   a. the agreed acceptance test is successfully completed;
   b. the Customer uses the Product or Deliverable for production or operational purposes;
   c. the Customer does not provide a substantiated written rejection within 10 business days after delivery, installation or completion of the agreed acceptance test; or
   d. acceptance is delayed due to circumstances attributable to the Customer.
6. Rejection is valid only if the Product or Deliverable materially deviates from the agreed Specifications. Minor defects that do not prevent operational use do not justify rejection.

1. All prices are exclusive of VAT, transport, insurance, import duties, export duties, travel costs, accommodation costs, packaging, installation, commissioning, training and third-party costs, unless otherwise agreed.
2. Fervonic may invoice according to milestones, advance payments, delivery stages, time spent or another structure agreed in the Agreement.
3. Payment must be made within 14 calendar days after the invoice date unless otherwise agreed.
4. The Customer is not entitled to suspend payment, set off amounts or apply deductions without Fervonic’s prior written consent.
5. If the Customer fails to pay on time, the Customer is automatically in default. Fervonic may charge statutory commercial interest, extrajudicial collection costs and reasonable legal costs.
6. Fervonic may suspend performance, delivery, support, warranty work or access to software if the Customer fails to pay on time or if Fervonic has reasonable grounds to doubt the Customer’s creditworthiness.
7. Fervonic may adjust prices if cost increases occur after the quotation date due to changes in materials, components, labour, energy, transport, exchange rates, taxes, duties, supplier prices or regulatory requirements.

1. Ownership of Products transfers to the Customer only after full payment of all amounts owed to Fervonic under the Agreement and any related agreements.
2. Until ownership transfers, the Customer shall keep the Products identifiable, properly stored, insured and free from attachment or third-party rights.
3. The Customer may not pledge, transfer, resell, modify or incorporate Products subject to retention of title in a manner that prejudices Fervonic’s rights, unless Fervonic has given written consent.
4. If the Customer fails to pay, Fervonic may reclaim Products subject to retention of title. The Customer shall cooperate fully.

1. Unless otherwise agreed, Fervonic warrants that Products will materially conform to the agreed Specifications for a period of 12 months after delivery or acceptance, whichever occurs first.
2. For prototypes, pilot systems, test setups, experimental equipment, used equipment or Development Work, warranty applies only to the extent expressly agreed in writing.
3. The warranty does not cover:
   a. normal wear and tear;
   b. consumables;
   c. improper use, storage, installation or maintenance;
   d. use outside agreed operating conditions;
   e. modifications or repairs not approved by Fervonic;
   f. integration errors caused by the Customer or third parties;
   g. defects caused by Customer materials, samples, process conditions or utilities;
   h. software, firmware or configuration changes made by the Customer or third parties;
   i. corrosion, contamination, moisture, overheating, vibration, electrical disturbance or environmental conditions outside the agreed limits;
   j. performance loss caused by scaling, fouling, ageing or process variation.
4. The Customer must notify Fervonic of defects in writing within 10 business days after discovery, with sufficient technical detail to allow investigation.
5. Fervonic’s sole obligation under warranty is, at Fervonic’s discretion, to repair, replace, re-perform or credit the defective part of the Product or Deliverable.
6. Warranty work does not extend the original warranty period, except for replaced or repaired parts for the remainder of the original warranty period.
7. Warranty is conditional upon full and timely payment by the Customer.

1. Fervonic shall comply with applicable laws and regulations that apply to the Products within the scope expressly agreed in the Agreement.
2. Unless Fervonic supplies a complete machine as manufacturer under applicable machinery legislation, the Customer or system integrator is responsible for the compliance, risk assessment, CE marking, validation, documentation and safe operation of the complete machine, production line or plant into which Products are integrated.
3. Fervonic is responsible only for the compliance documentation expressly agreed for its own scope of supply.
4. The Customer is responsible for obtaining permits, approvals and authorisations required for installation, operation, production, environmental compliance, workplace safety and use at the Site.
5. The Customer shall not use Products for safety-critical, medical, nuclear, military, aviation, life-support or other regulated applications unless Fervonic has expressly agreed to such use in writing.
6. The Customer shall comply with all export control, sanctions and trade compliance laws applicable to the purchase, export, re-export, transfer and use of Products.

1. Software and firmware supplied with Products are licensed, not sold.
2. Unless otherwise agreed, Fervonic grants the Customer a non-exclusive, non-transferable licence to use the object-code version of the software or firmware solely as embedded in or necessary for operating the Products.
3. The Customer may not copy, modify, decompile, reverse engineer, circumvent, sublicense, distribute or separate software or firmware from the Products, except to the extent mandatory law does not allow such restriction.
4. Source code is not supplied unless expressly agreed.
5. Fervonic may provide updates, patches or configuration changes at its discretion or as agreed in a support agreement.
6. The Customer is responsible for cybersecurity, network security, access control, backups and safe integration of Products into its IT, OT or production environment unless otherwise agreed.
7. Remote access, data logging, diagnostics or telemetry are enabled only if agreed. Any use of operational data by Fervonic shall be subject to confidentiality obligations and applicable data protection law.

1. All Fervonic Technology and all Background IP of Fervonic remain the exclusive property of Fervonic.
2. Unless expressly agreed otherwise, all intellectual property, inventions, improvements, software, algorithms, designs, measurement methods, control methods, models, know-how and technical solutions developed by or for Fervonic in connection with the Agreement belong to Fervonic.
3. The Customer receives only the rights necessary to use the Products and Deliverables for the purpose expressly agreed in the Agreement.
4. The Customer may not copy, reproduce, manufacture, reverse engineer, modify, sell, license or otherwise exploit Fervonic Technology or Products, except as expressly permitted in writing.
5. The Customer retains ownership of its own Background IP, materials, samples, process data and confidential information.
6. If the Customer provides designs, specifications, materials or instructions, the Customer warrants that their use by Fervonic does not infringe third-party rights. The Customer shall indemnify Fervonic against related claims.
7. No transfer of intellectual property rights occurs unless expressly agreed in a signed written agreement.

1. Each party shall keep the other party’s Confidential Information strictly confidential and use it only for the performance of the Agreement.
2. Confidential Information may be disclosed only to employees, advisors, subcontractors or affiliates who need to know it and are bound by confidentiality obligations.
3. Confidentiality obligations do not apply to information that is publicly available without breach, already lawfully known, independently developed or required to be disclosed by law or court order.
4. Fervonic may identify the Customer as a customer or project relation only with the Customer’s prior written consent, unless the relationship is already public.
5. These confidentiality obligations remain in force for five years after termination of the Agreement. Trade secrets and highly sensitive technical information remain confidential for as long as they qualify as trade secrets or remain non-public.

1. Fervonic may engage subcontractors, suppliers, laboratories, engineering partners or other third parties for the performance of the Agreement.
2. Fervonic remains responsible for the proper performance of its contractual obligations, except where delay or non-performance is caused by circumstances outside Fervonic’s reasonable control.
3. Fervonic is not liable for delays caused by shortages, supplier delays, discontinued components or third-party certification, provided Fervonic uses reasonable efforts to mitigate the impact.

1. Fervonic is not liable for failure or delay caused by force majeure.
2. Force majeure includes, without limitation, supply chain disruption, shortage of components, transport disruption, energy disruption, cyber incidents, illness, epidemic, fire, flood, strike, government measures, war, sanctions, export restrictions, failure of utilities, failure of third-party equipment, laboratory unavailability and circumstances beyond Fervonic’s reasonable control.
3. If force majeure continues for more than 60 calendar days, either party may terminate the affected part of the Agreement without liability for damages, while preserving payment obligations for work already performed and costs already incurred.

1. Fervonic is liable only for direct damages caused by an attributable breach of the Agreement.
2. Fervonic is not liable for indirect damages, including lost profits, lost revenue, lost production, loss of data, loss of contracts, loss of goodwill, business interruption, consequential loss, penalties imposed on the Customer, recall costs or damage caused by third-party equipment or production lines.
3. Fervonic’s total liability is limited to the amount paid out under Fervonic’s applicable liability insurance. If no insurance payment is made, liability is limited to the amount paid by the Customer to Fervonic for the part of the Agreement giving rise to the claim.
4. For Development Work, prototypes, pilot systems and test setups, Fervonic’s total liability is limited to the fees paid for the relevant Development Work, prototype, pilot system or test setup.
5. The limitations of liability do not apply to damage caused by intent or deliberate recklessness of Fervonic’s management.
6. The Customer shall indemnify Fervonic against third-party claims arising from Customer materials, Customer specifications, Site conditions, use outside agreed operating conditions, unsafe integration, incorrect operation, infringement caused by Customer input or the Customer’s breach of the Agreement.

1. The Customer shall inspect Products and Deliverables promptly after delivery, installation or completion.
2. Visible defects must be reported in writing within 10 business days.
3. Hidden defects must be reported in writing within 10 business days after discovery.
4. A complaint must include a clear description of the defect, relevant operating conditions, photographs, data logs where available and any other information reasonably required by Fervonic.
5. Complaints do not suspend payment obligations.
6. Claims against Fervonic expire 12 months after the Customer became aware, or reasonably should have become aware, of the event giving rise to the claim.

1. Either party may terminate the Agreement with immediate effect if the other party materially breaches the Agreement and fails to remedy the breach within a reasonable period after written notice of default.
2. Fervonic may terminate or suspend the Agreement with immediate effect if the Customer fails to pay, becomes insolvent, applies for suspension of payments, is declared bankrupt, ceases business, is subject to attachment or undergoes a change of control that materially affects Fervonic’s position.
3. The Customer may not cancel custom Products, Development Work, ordered components or reserved engineering capacity without Fervonic’s written consent.
4. If cancellation is accepted, the Customer shall pay all work performed, non-cancellable costs, ordered materials, supplier commitments, engineering capacity loss, demobilisation costs and a reasonable margin.
5. Upon termination, all outstanding invoices become immediately due. Provisions on payment, ownership, confidentiality, intellectual property, liability, indemnification, governing law and dispute resolution survive termination.

1. Each party shall comply with applicable data protection law.
2. Fervonic processes personal data primarily for customer administration, communication, contract performance, invoicing, support and compliance.
3. If Fervonic processes personal data on behalf of the Customer as processor, the parties shall enter into a separate data processing agreement where required.

1. The Customer may not assign, transfer, pledge or subcontract its rights or obligations under the Agreement without Fervonic’s prior written consent.
2. Fervonic may assign or transfer rights and obligations to an affiliate, successor, purchaser of business assets or financing party, provided this does not materially reduce the Customer’s contractual position.

Fervonic may bring proceedings in the jurisdiction where the Customer is established or where the Products are located if this is necessary to recover Products, unpaid amounts or protect intellectual property rights.

These General Terms and Conditions and all Agreements are governed by Dutch law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties shall first attempt to resolve disputes through good-faith commercial escalation.

If no resolution is reached, disputes shall be submitted exclusively to the competent court in the district where Fervonic has its registered office, unless mandatory law requires otherwise.