General Conditions of Sale in VIGO Photonics S.A.

Effective Date: 16 October 2026

These Terms & Conditions are effective as of 16 October 2026 and apply to quotes and orders that expressly refer to these Terms & Conditions, subject to the terms of the relevant agreement.

1. SCOPE OF APPLICATION

1.1 These General Conditions of Sale (hereinafter referred to as: “General Conditions”) apply to any and all sale and/or supply agreements concluded by VIGO Photonics S.A., company incorporated under the laws of Poland, 129/133 Poznanska Street, 05-850 Ozarow Mazowiecki, Poland, entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, XIV Commercial Division of the National Court Register, under KRS no. 0000113394, having NIP no. 5270207340, REGON no. 010265179, with share capital of PLN 1 006 018,00 (fully paid) (hereinafter referred to as: “VIGO”), with any Buyer, i.e. business person and/or entity purchasing products from VIGO.

1.2 These General Conditions apply to the agreements concluded in any form, including written form, electronic form, as well as concluded by placing order and its execution.

1.3 General Conditions are available on VIGO’s website www.vigo.com.pl so that the Buyer can always get acquainted with them, as well as download them, before placing order or concluding individual agreement.

1.4 In case of any discrepancies between these General Conditions and the individual agreement concluded by VIGO with the Buyer, provisions of the agreement shall prevail. In a scope not covered by the agreement, General Conditions shall apply.

1.5 By concluding the agreement with VIGO or by placing any order for VIGO’s products, Buyer hereby consents for the application of these General Conditions. Any general conditions of purchase and/or any other Buyer’s internal regulations or policies are not binding for VIGO, unless parties decide otherwise directly in the agreement.

2. PROCEDURE OF PLACING ORDERS FOR VIGO’S PRODUCTS

2.1 Orders shall be placed in a written and/or electronic form, on the following VIGO’s contact addresses: VIGO Photonics S.A.129/133 Poznanska Street, 05-850 Ozarow Mazowiecki, Poland; e-mail: sales@vigo.com.pl

2.2 In the order Buyer shall precisely specify quantity of products covered by the particular order. The Buyer bears sole responsibility for verifying the accuracy of all technical specifications prior to order submission. Specifically in the case of epitaxial growth, upon acceptance by VIGO, the order becomes strictly final and cannot be modified or canceled under any circumstances due to the costly nature of the process.

2.3 Orders always require VIGO’s e-mail acceptance. VIGO issues order acceptance only if it is able to fully execute particular order. If the order can be executed only partially and/or in later term, or if there are any other circumstances preventing from the execution of the order, VIGO shall inform the Buyer about this so that the Buyer can place a modified order. Modified order again shall be accepted by VIGO by delivering the new order acceptance.

2.4 If VIGO issues no order acceptance, the order shall be qualified as not-accepted. Any form of implied order acceptance shall be excluded. Order acceptance shall be issued only in a way specified in section 2.3 above.

2.5 VIGO is always allowed not to issue order acceptance. VIGO bears no responsibility towards the Buyer for a lack and/or unavailability of particular products, as well as for impossibility to execute the order within lead time specified in the order.

2.6 Upon order acceptance issued by VIGO, the order shall be qualified as accepted by both parties. Lead time shall count as of a day of issuance of the order acceptance. However, if the upfront payment is agreed for particular order, the lead time shall count as of a day of the payment in question.

3. DELIVERY OF PRODUCTS

3.1 VIGO delivers products under EXW rule (Incoterms 2020), from its registered seat in Ozarow Mazowiecki, Poland, 129/133 Poznanska Street, 05-850 Ozarow Mazowiecki, Poland, subject to Section 3.5.

3.2 VIGO delivers Products in unit and collective packaging securing them against decompletion and/or any damage.

3.3 Products’ technical and legal documentation shall be attached to any delivery.

3.4 Buyer hereby agrees and acknowledges that products may be qualified as dual-use items and they can be subject to any limitations, embargos and/or specific rules regarding control of export being in force all over the world. Buyer bears full responsibility for complying with the laws, requirements, limitations and/or embargos in question. Buyer shall indemnify VIGO against any and all responsibility resulting from or being likely to result from breaching the provisions in question by the Buyer.

3.5 Delivery of the Products shall be made on an EXW basis where shipment is arranged using a courier, contracted by the Buyer, and on a CPT basis where shipment is arranged, at the Buyer’s request, using a courier contracted by the Company.

3.6. VIGO retains full ownership of the products until full payment is received, while the Buyer is strictly prohibited from reselling unmodified products under their own brand and must provide all necessary import permits prior to shipment for any products that require such authorization.

4. SUSPENDING EXECUTION OF ORDERS

4.1 If the Buyer fails to pay VIGO a whole remuneration for a previously executed order, VIGO is entitled to suspend execution and/or delivery of any following order.

4.2 VIGO bears no responsibility towards the Buyer and/or any third party for execution of its right specified in section 4.1 above.

5. WARRANTY

5.1 VIGO grants a warranty for products, for 12 months and the process for reporting non-conformities is handled under the complaints procedure detailed in section 6 below as a complaint procedure. While general warranty and complaint provisions apply accordingly, the provisions of section 5.1 and 5.9 shall apply to epitaxial wafers products for a maximum of 6 months.

5.2 If, during the warranty period, VIGO Photonics S.A., after examining the product, determines that the reported defect results from material, workmanship, or manufacturing defects attributable to VIGO and was not caused by improper use, installation, operation, storage, modification, or other circumstances excluded from warranty coverage, VIGO Photonics S.A., at its sole discretion, shall repair or replace the product or its defective parts free of charge.

5.3 VIGO Photonics S.A. warrants that the product or parts repaired or replaced under the warranty procedure will be free from defects.

5.4 Products submitted under a warranty claim must not have been previously subjected to unauthorized repair, modification, disassembly, or any other tampering. Such actions may result in the rejection of the warranty claim. The product should be returned complete, along with all components necessary to perform proper inspection and testing. Failure to provide all required components may delay the warranty procedure or render inspection and repair impossible. To prevent damage during transport, the product should be properly packaged. VIGO recommends using the original packaging where possible or consulting with VIGO regarding the appropriate method of packaging and shipping arrangements. Unless otherwise agreed, VIGO shall arrange and bear all costs associated with shipping the product to VIGO using its own designated carrier and returning the repaired or replaced product to the Buyer in connection with a warranty claim; if the Buyer chooses to use a different carrier, VIGO shall not bear the shipping costs. However, if an inspection reveals that the reported defect is not covered by this warranty, VIGO reserves the right to charge the Buyer for all incurred costs, including the costs of initial shipping to VIGO, inspection, testing, repair, and return shipping.

5.5 VIGO may replace a defective product with a new or refurbished product of equivalent functionality and specifications if:
a) the defect cannot be remedied; or
b) the warranty repair cannot be completed within the time limit specified for the given product type referred to in point 6.5, from the date the product is received by VIGO.

5.6 The warranty does not cover defects or damage resulting from:
a) using the product contrary to its intended purpose or the instructions provided with the product;
b) damage occurring after responsibility for the device has transferred to the Buyer, including damage caused by misuse, negligence, accident, misapplication, transport, or other causes beyond VIGO's control;
c) improper operation, maintenance, installation, storage, handling, modification, repair, or servicing performed by unauthorized persons;
d) defects resulting from the use of non-original, modified, or improperly implemented software not supplied by VIGO;
e) operation of the product in environmental conditions exceeding the limits specified in the applicable documentation;
f) normal wear and tear resulting from ordinary use of the product.
g) defects resulting from the Buyer's specifications.

5.7 The warranty shall become void if the product shows signs of unauthorized repair, modification, disassembly, or other tampering with the product structure, packaging, protective layers, or security seals.

5.8 VIGO shall not be liable for the incompatibility of the product with software, hardware, systems, or components supplied by the Buyer, unless such software, hardware, systems, or components were supplied by VIGO.

5.9 The warranty period for a product replaced or repaired under the warranty procedure shall be extended for a further 12 months, provided that such extension occurs only once. VIGO does not provide for a repeated complaint process.

5.10 If the warranty procedure fails to produce the outcome expected by the Buyer, the Parties shall undertake action aimed at resolving this situation amicably, or VIGO shall reduce the price of the part that does not comply with the contract specifications.

5.11 Statutory warranty for products is hereby excluded.

6. COMPLAINT PROCEDURE

6.1 Buyer is obliged to verify products directly after the delivery specified in section 3 above. Any inconsistency relating to quantity between products and orders shall be explained immediately.

6.2 If the Buyer, after collecting products, claims that the delivered products are damaged and/or that they do not comply with the order, Buyer shall immediately, but no later than within 10 business days from the day of detection of product non-conformity, prepare a complaint protocol in which it shall specify products’ defects and/or damages, as well as any other inconsistency with the order, and deliver it to VIGO in a written and/or electronic form. Warranty claims should include a proof of purchase, if requested by VIGO.

6.3 VIGO shall examine the complaint within 30 business days from the day of delivery of complaint protocol, or from a date of delivery of products pursuant to section 5.4 below. Examination of the complaint means that the complaint can be accepted in whole by VIGO, it can be denied in whole as unjustified, or it can be partially accepted and partially denied.

6.4 If it is required to examine the products, products subject to the complaint shall be sent back to VIGO by the Buyer, on Buyer’s risk and cost. Products shall be transferred in original unit and collective packaging.

6.5 In the event of a valid warranty claim, VIGO commits to repairing and dispatching standard products to the customer within a maximum of 8 weeks, modified products within 12 weeks, and custom-made products within 16 weeks.

6.6 If, upon examination, VIGO determines the complaint to be justified, VIGO shall cover all processing, shipping, and re-delivery costs incurred pursuant to section 3 of these General Conditions. Conversely, if the complaint is found to be unjustified, the Buyer shall bear all handling, examination, and return shipping costs, and VIGO shall charge the Buyer accordingly.

6.7 If VIGO accepts the complaint, VIGO shall decide how to eliminate the delivery’s inconsistency, in particular how to repair or replace defective products.

7. REMUNERATION AND PAYMENTS

7.1 In consideration for deliveries of products the Buyer shall pay to VIGO a remuneration agreed within the procedure of placing orders. To avoid any doubts it is hereby stated that the upfront payment can be agreed for particular order.

7.2 Remuneration shall be paid in EUR, on the basis of VAT invoice issued by VIGO, within 30 calendar days from the day of its issuance or within any other term agreed under particular order, via bank transfer to VIGO’s bank account specified on the invoice. Payment is effective as of a day in which remuneration is booked on VIGO’s bank account.

7.3 Buyer hereby authorises VIGO to issue invoices in electronic form without signature.

7.4 Remuneration due to VIGO, in cases when it results from applicable provisions of law, shall be increased by VAT tax and/or any other tax, in an amount applicable at the day of invoice’s issuance.

7.5 In case of any delays in payments of remuneration VIGO is entitled to impose statutory interests for each day of delay, regardless from a cause of the delay; it does not affect VIGO’s right to suspend execution of orders pursuant to section 4 above.

8. LIMITATION OF LIABILITY

8.1 VIGO bears no responsibility for non-execution or improper execution of its obligations under these General Conditions from reasons beyond VIGO’s control, including force majeure. Force majeure means any and all events that make the proper execution of VIGO’s obligations impossible, independent from VIGO, unpredictable or impossible to overcome by VIGO, such as, in particular, war, act of terrorism, riot, strike, natural disaster, flood, fire, shortages in energy or water, amendments of law etc.

8.2 VIGO’s liability for damages resulting from non-execution or improper execution of its obligations, including any direct and/or indirect liability for products’ defects, in any and all cases, is limited to factual damage incurred by the Buyer (it means that the liability does not cover lost benefits, lost income, production loss, damage resulting from losing any contract and/or client, and any other indirect, consequential damage or loss other than damage directly relating to products) and it cannot exceed the amount of net remuneration for particular product.

8.3 VIGO shall not be held liable for any failure to perform or improper performance of the contract, nor for any damages whatsoever (including, but not limited to, lost profits) caused by the acts of customs authorities and other bodies supervising trade in goods, including the seizure or detention of goods. This stipulation shall apply in particular to delays arising from the necessity to secure statutory export licenses or approvals, if the prolonged issuance procedure resulted from causes beyond VIGO reasonable control.

8.4 The Buyer fully indemnifies and hold VIGO harmless from any and all liability in the event that the project, design, specification or other materials provided by the Buyer infringe upon the intellectual property rights (including copyrights, patents, trademarks or industrial designs) of any third party. The Buyer assumes full responsibility for any third-party claims arising therefrom and undertakes to cover all costs and damages incurred by VIGO in connection with defending against such claims, including, but not limited to, full legal costs, attorneys's fees, court proceedings costs, and any awarded damages or settlement costs.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Any and all intellectual property rights to VIGO’s products, including copyrights and/or industrial property rights, belong to VIGO. These General Conditions are not to be construed as granting the Buyer any right, title, or interest in or to any of VIGO’s intellectual property rights. All intellectual property rights, including in particular know-how, trade secrets, techniques, recipes, technologies, and any other information related to growth processes, process characteristics, and metrology developed before or during the execution of the Buyer’s order, as well as the conditions and/or technology of the development or production of semiconductor wafers (epitaxial wafers), whether by epitaxial growth, deposition, or any other method, shall remain the exclusive property of VIGO and shall not pass to the Buyer as a result of payment for the product or service performed. VIGO reserves the right to offset or deduct from payments to the Buyer, or to recoup from the Buyer, any costs, expenses (including reasonable attorneys’ fees), losses, damages, fines, and penalties caused by the Buyer’s breach of this point, including, but not limited to, damages caused by infringing or counterfeit goods.

9.2 Buyer shall not violate VIGO’s intellectual property rights to products, in particular Buyer is not allowed to copy, modify, interfere with, decompile, alter, rebuild or playback construction of products, as well as to allow to do so by any other persons or third parties.

9.3 At the same time, without violating the provisions of this document, the Buyer is granted the right to perform such activities that serve the sole purpose of further processing the delivered product within their production process. This expressly permits the Buyer to conduct standard manufacturing operations on the purchased wafers, i.e., measurements, processing, etching, photolithography, and other similar activities required to manufacture the final product.

10. APPLICABLE LAW AND ARBITRATION

10.1 These General Conditions have been construed in accordance with the laws of Poland and the laws of Poland apply to these General Conditions, without principles on conflict of laws. Application of UN Convention on Contracts for the International Sale of Goods, prepared in Vienna on 11th April 1980, shall be excluded.

10.2 Any disputes arising out of or in connection with this delivery of the products shall first be submitted to mediation before the Polish Chamber of Commerce (Krajowa Izba Gospodarcza - KIG). The mediation proceedings shall consist of a maximum of three conciliation hearings conducted by a mediator selected from the KIG roster of mediators. If the dispute is not resolved through mediation, it shall be finally settled by the Court of Arbitration at the Polish Chamber of Commerce in Warsaw in accordance with its Rules.

10.3 If the dispute is submitted to the arbitration pursuant to provision 10.2 above, the case shall be resolved by 3 independent arbitrators nominated in accordance with the court’s regulations, and the proceedings will be held in English language.

10.4 The Buyer ensures compliance with all applicable export laws. In particular, the Buyer undertakes to accept and adhere to European export control regulations, including Polish regulations, and (re)export requirements, insofar as the transfer of items to other European Union Member States or export to third countries is subject to Polish and European Union law. In addition, the Buyer must, at its own risk, familiarize itself with the relevant regulations and is responsible for compliance with them. The above obligations are valid as long as they do not violate the applicable provisions of the Regulations of the European Union Authorities in the field of product marketing control.

10.5 The Buyer undertakes not to directly or indirectly sell, export, re-export, deliver, transfer or otherwise make VIGO products available to persons, organizations, institutions or countries in the event that it violates applicable export control regulations. In the event that the products purchased by the Buyer from VIGO (including, in particular, epitaxial wafers / epi wafers) are covered by export prohibitions or restrictions pursuant to Article 12g of Council Regulation (EU) No 833/2014 or Article 8g of Council Regulation (EC) No 765/2006, as amended, the Buyer strictly undertakes not to sell, export, re-export, transfer, or otherwise supply such products, directly or indirectly, to the Russian Federation or Belarus, or for use in the Russian Federation or Belarus, and any breach of this obligation shall constitute a material breach of contract entitling VIGO to immediately suspend deliveries, terminate the contract with immediate effect without any liability to the Buyer, and seek full reimbursement for all incurred damages, costs, and penalties.

11. FINAL PROVISIONS

11.1 These General Conditions shall apply as of 10.09.2026.

11.2 These General Conditions can be amended by VIGO from time to time. In case of any order placed by the Buyer and accepted by VIGO before the amendment, previous version of the General Conditions shall apply to this particular order.

11.3. VIGO Photonics S.A. acts as the controller of the personal data of the Buyer and/or individuals representing the Buyer or acting on its behalf. Personal data is processed solely for the purposes of concluding and executing the agreement, processing orders, managing business relations, and fulfilling legal obligations, in accordance with Regulation (EU) 2016/679 (GDPR). Detailed information regarding the processing of personal data, including the rights of data subjects (such as the right to access, rectify, or erase data), is available in the Privacy Policy published on VIGO’s website at https://vigophotonics.com/privacy-policy/.

11.4 It is expressly stipulated that upon ordering goods from VIGO, the buyer irrevocably consents that the delivery of such goods shall be governed and executed solely under the rules described in these General Conditions, expressly superseding any other delivery terms.