Effective Date: 23.03.2026

Introduction

These Supplier General Terms and Conditions (“GTC”) establish the general conditions of the contractual relationship between aHead Photonics Kft. (2040 Budaörs, Ősz Street 1, Tax ID: 32362219-2-13), hereinafter “aHead”, as the purchaser, and any contracting party that supplies products, components, equipment, prototypes, software, engineering or research and development services, or any other performance to aHead (“Supplier”).

1.    Scope of the GTC

These GTC shall apply to all contracts, orders, or other agreements under which the Supplier provides to aHead any of the following performances in particular:

• supply of products, components, or equipment;
• manufacture of prototypes or demonstrator devices;
• development or transfer of software, algorithms, or other technological solutions;
• provision of engineering, research and development, design, or testing services;
• or any other supplier performance related to aHead’s business activities.

Any individual agreement or order between aHead and the Supplier (collectively, the “Individual Agreement”) shall be governed by the provisions of these GTC in the absence of any differing provisions.

Should the Supplier apply its own general terms and conditions, such terms shall only become part of the contract if aHead expressly accepts them in writing. In the absence of such acceptance, the Supplier’s general terms and conditions shall not apply.

2.    Order and Cooperation

aHead shall order the supplier performance by written order or on the basis of an offer made by the Supplier and accepted in writing by aHead.

The Supplier is obligated to immediately verify the contents of the order and to notify aHead of all circumstances that may affect the technical or economic conditions of performance.

The Supplier is obligated to act with professional diligence during performance, taking into account applicable industry standards and technical specifications.

3.    Performance

The Supplier is obligated to perform in accordance with the requirements set forth in the Individual Agreement, technical specifications, and applicable industry standards.

The Supplier warrants that the products and services supplied meet the requirements for intended use and comply with applicable legislation and standards.

Depending on the terms set out in the Individual Agreement, the Supplier’s obligation may constitute a performance obligation (obligation to achieve a specific result) or a best-efforts obligation (obligation of due care).

The Supplier is obligated to make every reasonable effort to achieve the objectives set out in the Individual Agreement.

4.    Deadline

The Supplier is obligated to comply with the deadlines specified in the Individual Agreement. The Supplier must immediately notify aHead of any anticipated delay.

aHead is entitled to reject performance affected by delay or to pursue damages against the Supplier resulting from the delay.

5.    Compensation

The remuneration for development services shall be determined in the Individual Agreement. Compensation may be a fixed fee, milestone-based compensation, or time-based billing. The Supplier is authorized to make modifications that increase project costs only with aHead’s prior written approval.

6.    Contractual Penalty

If the Supplier fails to meet the delivery deadline specified in the contract or Individual Agreement, the Supplier is liable to pay a delay penalty.

The delay penalty shall be calculated at 0.5% of the net consideration for the performance affected by the delay for each commenced day of delay, but not to exceed 20% of the net value of the performance affected by the delay.

If the Supplier’s delay exceeds 30 days, aHead is entitled to withdraw from the contract or terminate it with immediate effect. In this case, the Supplier is obligated to pay a failure penalty, which shall be 30% of the net consideration for the affected contractual performance.

Payment of the penalty does not affect aHead’s right to pursue damages exceeding the penalty against the Supplier.

aHead is entitled to offset the penalty amount against its payment obligation to the Supplier.

7.    Intellectual Property Rights

The Parties expressly stipulate that all development results arising from the performance of the Individual Agreement, including in particular technical solutions, know-how, software, algorithms, designs, documentation, prototypes, data, and other intellectual creations, shall become the exclusive property of aHead.

With respect to the development results, the Supplier irrevocably assigns all transferable intellectual property rights to aHead.

The assignment includes in particular copyright economic rights, exploitation rights for patentable inventions, know-how, and all other industrial property protection solutions.

The Supplier is obligated to make all necessary statements and take all necessary measures to enable aHead to fully exercise intellectual property rights with respect to the development results.

8.    Third Party Rights

The Supplier warrants that the products, services, or development results supplied do not infringe third party intellectual property rights.

If a third party asserts a claim based on such infringement, the Supplier is obligated to indemnify aHead in the legal dispute and to reimburse all resulting damages.

9.    Confidentiality

The Supplier is obligated to treat all technical, business, or other information provided by aHead as confidential and to use it exclusively for the purposes of performance under the contract.

10. Liability

The Supplier is liable for all damages resulting from breach of contract or failure to exercise professional diligence. Limitation of liability shall not apply in cases of willful or grossly negligent damage.

11. Exclusion of Liability Limitation

Any limitation of liability or exclusion of liability provisions in the Supplier’s general terms and conditions or other documents, including in particular the exclusion of indirect damages, lost profits, or consequential damages, shall not apply against aHead, except if aHead expressly accepts such provisions in writing.

The Supplier is fully liable for damages caused by breach of contract in accordance with the provisions of the Hungarian Civil Code (Act V of 2013), including in particular direct damages to aHead, liability obligations to third parties, and costs resulting from defective performance.

The Supplier’s liability includes in particular:

• costs of repair or replacement of defective products or services;
• integration or system correction costs;
• damages paid by aHead to third parties;
• and all costs causally related to the Supplier’s defective performance.

12. Reimbursement of Additional Costs

If additional costs arise at aHead due to defective, delayed, or non-conforming performance by the Supplier, the Supplier is obligated to reimburse such costs to aHead.

Such costs include in particular:

• costs of inspection, testing, or quality control of defective products;
• costs of repair, replacement, or remanufacturing of defective products;
• costs related to recall or return of defective products;
• integration or system correction costs;
• additional costs arising from project delays;
• and any other costs causally related to the Supplier’s defective performance.

aHead is entitled to claim such costs through an invoice issued to the Supplier or to offset them against its payment obligations to the Supplier.

13. Additional Obligations of the Supplier

The Supplier is obligated to fully indemnify aHead from all claims, damages, costs, penalties, or demands that arise from third parties and are connected with the Supplier’s breach of contract, defective performance, or unlawful conduct.

The Supplier’s indemnification obligation includes in particular:

• claims arising from infringement of intellectual property rights;
• damages resulting from defective products or services;
• product liability claims;
• and all claims asserted by third parties that are connected with the Supplier’s performance.

The Supplier is obligated to cooperate with aHead in legal proceedings related to such claims and to reimburse aHead for all costs incurred in connection therewith.

If the Supplier falls into delay in performing the contract or if performance becomes endangered, aHead is entitled to send a written notice to the Supplier demanding conforming performance.

If the Supplier fails to take necessary measures within a reasonable period following such notice, aHead is entitled to perform, partially or in full, the performance itself or to have it performed by a third party at the Supplier’s cost and risk.

The Supplier is obligated to immediately provide aHead with all documentation, information, tools, and technical data necessary for taking over the performance.

The exercise of the right under this section does not affect aHead’s other contractual or statutory rights, in particular the right to pursue contractual penalties and damages.

14. Termination of Contract

Upon termination of the Individual Agreement, the Supplier is obligated to immediately deliver all development results and documentation created up to that point to aHead.

15. Governing Law

These GTC and the contracts entered into on their basis shall be governed by Hungarian law.

In the absence of any differing agreement, the Parties submit to the exclusive jurisdiction of the court having jurisdiction at aHead’s registered office.

Budapest, March 23, 2026

aHead Photonics Ltd.