General Terms and Conditions – SD Supply B.V.

Version: 1.0
Date: 4 March 2026

Article 1 – General

  1. These general terms and conditions (“General Terms and Conditions”) apply to every quotation issued by, and every agreement entered into with, SD Supply B.V. (“SD Supply”) concerning the supply of goods and/or the performance of services or work.
  2. These General Terms and Conditions also apply to agreements concluded by electronic means.
  3. Any deviation from these General Terms and Conditions shall only be valid if expressly confirmed in writing by SD Supply.
  4. Any general terms and conditions of the Customer, regardless of their designation, are expressly rejected and shall not apply.
  5. In the event of any conflict between the provisions of an agreement and these General Terms and Conditions, the provisions of the agreement shall prevail.

Article 2 – Privacy / GDPR

  1. SD Supply processes personal data in accordance with applicable laws and regulations, including the General Data Protection Regulation (GDPR).
  2. Where applicable, personal data shall be processed in accordance with SD Supply’s Privacy Policy.

Article 3 – Quotations

  1. All quotations issued by SD Supply are non-binding.
  2. A quotation shall expire if it has not been accepted by the Customer in writing or electronically within fourteen (14) days of its date of issue.
  3. Quotations are based on the information provided by the Customer. The Customer warrants that such information is accurate and complete.
  4. If the Customer does not accept a quotation, SD Supply shall be entitled to charge the Customer for the costs associated with preparing the quotation.

Article 4 – Formation of the Agreement

  1. An agreement is formed upon written or electronic confirmation by SD Supply or when SD Supply has commenced performance of the agreement.
  2. The confirmation shall be deemed to accurately and completely reflect the agreement unless the Customer raises an objection in writing within three (3) working days of receipt.
  3. Where the Customer acts in the course of a profession or business, Articles 6:227b paragraph 1 and 6:227c of the Dutch Civil Code shall be excluded.
  4. SD Supply shall be entitled to suspend performance of the agreement or terminate the agreement in whole or in part if the Customer applies for suspension of payments, is declared bankrupt, ceases business operations or enters liquidation.
  5. In the circumstances referred to in paragraph 4, all outstanding amounts owed to SD Supply shall become immediately due and payable.

Article 5 – Performance of the Agreement

  1. SD Supply shall be entitled to engage third parties to perform the agreement in whole or in part.
  2. The Customer shall provide all information necessary for the performance of the agreement in a timely, complete and accurate manner.
  3. The Customer shall ensure that SD Supply can carry out its activities without interruption or obstruction.
  4. If the Customer fails to fulfil its obligations and this results in delays, all resulting costs shall be borne by the Customer.
  5. The Customer shall be responsible for obtaining all necessary permits and approvals.

Article 6 – Intellectual Property

  1. All intellectual property rights relating to designs, drawings, models, software, samples and other information provided by SD Supply shall remain vested in SD Supply.
  2. Such materials and information may not be copied, used or disclosed to third parties without the prior written consent of SD Supply.
  3. In the event of a breach, the Customer shall incur an immediately payable contractual penalty of EUR 10,000 for each violation.
  4. All materials and information provided shall be returned upon SD Supply’s first request.

Article 7 – Communication

  1. Communication between SD Supply and the Customer may take place electronically.
  2. Electronic communications shall be deemed to have been received on the date of transmission.
  3. The Customer shall be responsible for storing and/or printing electronic communications.

Article 8 – Prices

  1. All prices are exclusive of value added tax (VAT) and other government-imposed taxes or charges.
  2. Unless otherwise agreed, prices exclude packaging, transport, insurance and other additional costs.
  3. If factors affecting the cost price increase, SD Supply shall be entitled to pass these increases on to the Customer.
  4. Additional work shall be charged at the rates applicable at the time the work is performed.

Article 9 – Payment

  1. Invoices must be paid within thirty (30) days of the invoice date.
  2. If the payment term is exceeded, the Customer shall automatically be in default without any further notice being required.
  3. The Customer shall owe interest at a rate of twelve percent (12%) per annum or the applicable statutory commercial interest rate, whichever is higher.
  4. All judicial and extrajudicial debt collection costs shall be borne by the Customer.
  5. The Customer shall not be entitled to set off any amounts owed against claims it may have against SD Supply.
  6. SD Supply shall be entitled to require security for payment.

Article 10 – Delivery Times

  1. All stated delivery times are indicative and shall not constitute strict deadlines.
  2. Exceeding a stated delivery time shall not entitle the Customer to compensation for damages.
  3. SD Supply shall be entitled to extend delivery times if circumstances change.

Article 11 – Delivery, Transport and Risk

  1. Delivery shall take place EXW (Ex Works, Incoterms® 2020), unless otherwise agreed.
  2. The risk of loss of or damage to the goods shall pass to the Customer as soon as the goods are made available.
  3. Transport shall be at the Customer’s expense and risk.
  4. SD Supply shall not be liable for damage occurring during transport.
  5. Deviations in quantities of up to ten percent (10%) shall be permitted.

Article 12 – Inspection and Complaints

  1. The Customer shall inspect the delivered goods immediately upon receipt.
  2. Visible defects must be reported to SD Supply in writing within five (5) working days.
  3. Hidden defects must be reported no later than six (6) months after delivery.
  4. Upon expiry of these periods, all related rights of the Customer shall lapse.
  5. The submission of a complaint shall not suspend the Customer’s payment obligations.

Article 13 – Returns

  1. Goods may only be returned with the prior written consent of SD Supply.
  2. Returns shall be made at the Customer’s expense and risk.
  3. SD Supply may refuse returned goods if they have been used or incorporated into other products or materials.

Article 14 – Warranty

  1. If a warranty is provided, it shall apply for a period of twelve (12) months following delivery.
  2. The warranty shall become void in the event of improper use, incorrect installation or normal wear and tear.

Article 15 – Use and Installation

  1. The Customer shall be responsible for the correct use and installation of the delivered goods.
  2. SD Supply shall not be liable for damage resulting from improper use.

Article 16 – Retention of Title

  1. All delivered goods shall remain the property of SD Supply until full payment has been received.
  2. Until ownership has passed to the Customer, the Customer shall not pledge the goods as security.
  3. The Customer shall store the goods in such a manner that they remain identifiable as the property of SD Supply.
  4. Receivables arising from the resale of the goods are hereby assigned in advance to SD Supply.
  5. SD Supply shall be entitled to repossess the goods in the event of non-payment.

Article 17 – Third-Party Products

  1. Where SD Supply supplies products manufactured or provided by third parties, its liability shall be limited to the liability of the relevant supplier.
  2. Manufacturing defects attributable to third parties shall fall outside the responsibility of SD Supply.

Article 18 – Liability

  1. SD Supply shall only be liable for direct damages.
  2. SD Supply’s liability shall be limited to the invoice value of the relevant delivery.
  3. SD Supply shall not be liable for indirect damages or loss of profit.
  4. Any claims against SD Supply shall become time-barred after one (1) year.
  5. The Customer shall indemnify and hold SD Supply harmless against claims made by third parties.

Article 19 – Force Majeure

  1. In the event of force majeure, SD Supply shall be entitled to suspend its obligations or terminate the agreement.
  2. Force majeure shall include, but shall not be limited to, supply problems involving suppliers, transport disruptions and government measures.

Article 20 – Export and Sanctions Regulations

  1. The Customer warrants that the goods will not be used in violation of applicable export control or sanctions legislation.
  2. The Customer shall indemnify SD Supply against all damages arising from any such violation.

Article 21 – Governing Law

  1. All agreements shall be governed by the laws of the Netherlands.
  2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

Article 22 – Disputes

  1. Any disputes shall be submitted to the competent court in the judicial district in which SD Supply is established, namely the District Court of Rotterdam, the Netherlands.

Article 23 – Severability

  1. If any provision of these General Terms and Conditions is declared null and void, the remaining provisions shall remain in full force and effect.
  2. The parties shall agree upon a replacement provision that reflects, as closely as possible, the intention of the original provision.