General Terms and Conditions of Sale (EMEA v2025.1)

This General Terms and Conditions apply to all supplies provided by the WPG entities in EMEA (including Netherlands, United Kingdom). These terms include the rights, obligations, and a limitation of our liability.

1. AGREEMENT

Unless otherwise agreed in writing or signed by an authorized representative of the issuing entity named on the front page of this document, including its Affiliates (the “Seller”), these General Terms and Conditions of Sale shall govern all sales of products and services ("Products") by the Seller and apply notwithstanding, and take precedence over any conflicting, contrary, inconsistent, or additional terms and conditions in any purchase order or other document or communication from the requesting party (the "Buyer").

“Affiliate” means, with respect to a party hereto, a company that directly or indirectly controls, is controlled by or is under common control with that party.

2. ORDERS

Purchase orders (“Order”) shall be initiated by Buyer issuing a purchase order or otherwise placing an order through electronic means acceptable to Seller. Orders shall specify the Products, quantities, part numbers, descriptions, applicable prices, and requested delivery dates, incorporating the terms of these General Terms and Conditions of Sale. All Orders and business terms are subject to the Seller’s acceptance.

3. PRICES

Prices shall be as specified in the Seller’s quotations and may be reasonably adjusted and amended by the Seller without prior notice. Prices are subject to increase in the event of, inter alia, an increase of the Seller's costs or other circumstances beyond the Seller's reasonable control.

Prices are exclusive of taxes, duties, tariffs, impositions, and other charges, including but not limited to sales, use, excise, value-added, and similar taxes or charges imposed by any governmental authority, international shipping charges, forwarding agent's and broker's fees, consular fees, document fees, and import duties. If the Seller becomes liable for any of the foregoing, the same shall be reimbursed by the Buyer to the Seller in full in addition to the price of the Products.

4. PAYMENT

The Buyer shall pay the Seller in full (100%) within the payment term specified in the invoice issued by the Seller.

If shipments are postponed at the prior written request of the Buyer, the invoices shall become due 30 days after the Seller notifies the Buyer that the Products are ready for shipment. Any Products held or stored for the Buyer shall be at all risk and expense of the Buyer. In the event that the delivery is postponed due to the Buyer’s request, the Buyer shall pay the full selling price, along with any additional expenses and costs incurred by the Seller due to the postponement, at the Seller’s request within 30 (thirty) days from the date the Seller sends the notification that the Products is ready for delivery.

Any overdue amounts shall be subject to interest at a rate of 0.05% per day or the maximum rate permitted by the applicable law, whichever is lower. If the Buyer defaults on any payment, the Buyer shall be liable for all reasonable costs and expenses, including legal fees, on an indemnity basis, incurred by the Seller in collecting any sums owed by the Buyer.

The Buyer shall have no right to set off any amounts which the Seller is obliged to pay to Buyer under any agreements against the payments of the Products.

5. TERMINATION

Either party may fully or partially terminate an Order for cause ( ontbinden ) without further liability at any time, with immediate effect and without judicial intervention, by means of notice (electronic or otherwise), if the other party: (i) fails to duly fulfil one of its obligations under these General Terms and Conditions of Sale and, after written notice, does not remedy this failure to perform within a reasonable period after provision of that notice, (ii) files or has filed a petition for bankruptcy which is not dismissed within 30 days, a receiver is appointed, (iii) it receives written notice that the other party can no longer fulfil its (payment) obligations (iv) it becomes apparent from the circumstances that the other party can no longer fulfil its payment obligations, or (v) if the any party is dissolved, granted a moratorium on the payment of its debts, liquidated or ceases its activities as a going concern.

If the Buyer undergoes any direct or indirect change in the ownership or control of more than fifty percent (50%) of the voting rights or equity interests in the Buyer, whether through merger, acquisition, transfer of shares or assets, or otherwise (“Change of Control”), the Buyer shall, without delay, inform the Seller of such Change of Control by means of written notice (electronic or otherwise). In such event, the Seller may, at its sole discretion, fully or partially terminate an Order for cause ( ontbinden ) without further liability at any time, with immediate effect and without judicial intervention, by means of notice (electronic or otherwise).

6. CREDIT APPROVAL

Where applicable, all Orders are subject to credit approval by the Seller, who may in its sole discretion at any time change the Buyer's credit terms, require payment in cash, bank wire transfer, or official bank cheque, and/or require payment of any or all amounts due or becoming due for the Buyer's Order before shipment of any or all of the Products.

If, in the Seller’s reasonable judgment, Buyer's ability to make timely payments may be in doubt or if the Buyer may fail to pay any invoice when due, the Seller may suspend the delivery of any Order or the undelivered portion until such payment is made, or may cancel any Order or any undelivered portion. In such cases, the Buyer shall remain liable for any Products already shipped to the Buyer.

The Buyer agrees to provide such financial information from time to time as may be reasonably requested by the Seller for the establishment and/or continuation of credit terms.

7. DELIVERY

Unless otherwise agreed by both parties, all Products are shipped Ex Works (Incoterms 2020) at the Seller's facility. Subject to Clause 4, risk of loss or damage to the Products shall pass to the Buyer upon Seller's delivery of Products to Buyer's carrier. Notwithstanding delivery and the passing of risk in the Products, title to the Products shall remain with the Seller until the Seller has received payment in full for the Products, and until such time, the Buyer shall hold the Products as Seller's fiduciary agent and bailee and shall store them separately from its own goods, but shall be entitled to resell or use the goods in the ordinary course of business, provided that such right shall immediately terminate upon any default in payment.

Delivery dates provided by the Seller are estimates only and are subject to changes based on the Products supply of the manufacturer. Any such change shall be updated by a notification from the Seller, and shall not be considered the Seller’s breach or cause any liability on the part of the Seller.

The Seller shall have the right to deliver all Products covered by an Order at one time or in partial shipments from time to time, within the agreed time for delivery. The Seller shall not be liable for any delays in delivery or for failure to perform due to reasons beyond the Seller’s reasonable control, including but not limited to force majeure, acts of God, acts or omission of Buyer, delays in transportation, inability to obtain necessary labour, or shortages of materials or supplies. In the event of such delays, the delivery schedule, if any, shall be extended for a reasonable period, or, the delivery may be cancelled at the Seller's sole option without liability.

8. ACCEPTANCE

The Buyer is responsible for inspecting the Products delivered. Unless otherwise agreed by both parties, Products shall be deemed accepted by the Buyer unless a written report regarding any issues with appearance or quantity is submitted to the Seller no later than seven (7) days from the date of delivery. After the abovementioned period, the Buyer shall be deemed to have waived any right to reject or revoke such acceptance for any reason, whether known or unknown to Buyer at the time of acceptance, after the period.

9. PRODUCT CLASSIFICATION

Products will be classified as “standard”, “non- standard”, “custom” or “non-cancellable, non- returnable and non-reschedulable” (“NCNR”) in quotations.

Once an Order is accepted by the Seller, in no event may the Buyer amend, cancel, or reschedule the Orders for the Products specified as “custom” “non-standard” or “NCNR” by the Seller, unless otherwise agreed by the Seller in writing.

In no event may the Buyer return the Products specified as “custom” “non-standard” or “NCNR” by the Seller or classified as such in accordance with the policy of the original manufacturer.

10. CANCELLATION/RESCHEDULING

Unless otherwise specified, for standard Products, the Buyer may cancel or reschedule Orders prior to shipment to the carrier, and solely with both (i) prior written notice from the Buyer which shall be subject to the latest cancellation/rescheduling window updated by Seller; and (ii) the Seller’s prior written consent. If the Seller consents to the cancellation of an Order for Products in the Seller's discretion, the Buyer shall pay the Seller any supplier's restocking fee and reasonable cancellation charges incurred by such requests.

If the Buyer requests an expedited delivery date, the Seller will make commercially reasonable efforts to accommodate such request.

There is no return privilege for both standard & non-standard products unless otherwise specified in writing by the Seller. Any Product that is or becomes designated as custom shall be strictly considered as non-cancellable, non- returnable and non-reschedulable.

Unless otherwise agreed by the Seller, and subject to Clause 4, the risk of loss for any custom Product shall transfer to the Buyer upon the earliest occurrence of: (a) shipment to the Buyer; (b) storage of the custom Product in the Seller's inventory for the Buyer; (c) issuance of a purchase order by the Seller to the Seller's supplier; or (d) the custom Product being in work-in-process or pre-built, value-enhanced form stored by the Seller or its subcontractors on behalf of the Buyer.

The Buyer shall pay any cancellation charges invoiced to the Seller by its supplier with respect to custom Products, as well as any related labour, transportation, raw materials, and storage costs.

11. SELLER'S LIMITED WARRANTY

The Seller warrants to the Buyer that, at the time of delivery, the Products purchased hereunder shall conform to the applicable manufacturer's specifications for such Products and that any value-added work performed by the Seller on such Products shall conform to applicable Buyer's specifications to such work.

SELLER MAKES NO WARRANTY IN RESPECT OF THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR ANY INFRINGEMENT. ALL WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW OTHER THAN THE WARRANTIES AS PROVIDED HEREOF ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

With respect to Products which do not meet applicable manufacturer's specifications after verification by the return material authorization procedure prescribed by the applicable manufacturer, the Seller shall, subject to the manufacturer’s instruction, either repair such non-conforming or defective Products or replace them with the conforming Products.

In the event of any damages and/or costs incurred by the Buyer, the Seller’s sole obligation shall be to transfer all remedies or indemnities of Products from the original manufacturer with respect to the Products. All compensation related to product quality issues shall be subject to, and limited by, the remedies provided by the original manufacturer.

12. LIMITATION OF LIABILITY

THE SELLER SHALL NOT BE LIABLE TO THE BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ANY OTHER INDIRECT LOSSES OR DAMAGES, LOSS OF GOODWILL OR EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY FEES) INCURRED BY BUYER ARISING OUT OF THIS AGREEMENT OR ANY ORDER, INCLUDING ANY THIRD PARTY CLAIMS, FOR ANY AND ALL CLAIMS, REGARDLESS OF THE CAUSE OF ACTION—WHETHER BASED IN CONTRACT, TORT (INCLUDING ANY FORM OF NEGLIGENCE), INDEMNITY, WARRANTY, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY. SELLER’S TOTAL LIABILITY WILL ONLY BE LIMITED TO DIRECT, ACTUAL AND REASONABLE DAMAGES, NOT EXCEEDING THE AGGREGATE PURCHASE PRICE OF PRODUCTS SOLD IN THE LAST TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM.

13. CONFIDENTIALITY

Neither party may disclose or use any confidential information about the Buyer or the Seller, including: (i) information marked as ‘confidential’ in writing, (ii) information not generally known to the public, (iii) information not generally disclosed by the party to whom it relates and/or from who it originates, and (iv) information whose confidential nature is reasonably known (“Confidential Information”) received from the other party for any purpose other than that for which the Confidential Information has been disclosed and/or as may reasonably be necessary to enable each party to perform its obligations and exercise its rights. This also means that the Seller may provide Confidential Information of the Buyer to the Seller’s directors, an employee of the Seller and/or a natural person or legal entity who is authorised to work for or under the responsibility of the Seller, agents, subcontractors, and advisers.

Both parties will adopt all reasonable measures to comply with their confidentiality obligations and warrant that their employees and/or natural persons or legal entities who are authorised to work for or under the responsibility of the Seller or the Buyer, as the case may be. and third parties they hire will comply with these obligations.

The confidentiality obligations in this Clause do not apply to the extent that the Confidential Information: (i) was already in the possession of the receiving party before it was obtained from the disclosing party; (ii) was developed independently by the receiving party without using information or data of the disclosing party; (iii) is or will become publicly known or accessible other than through an act or omission of the receiving party; (iv) is disclosed by a third party to the receiving party without breaching an obligation of confidentiality towards the disclosing party; or (v) must be disclosed pursuant the law, a regulation, court order or a decision of a public authority, on condition that the receiving party makes every effort to limit the scope of that mandatory disclosure.

14. DISPUTES

This General Terms and Conditions of Sale shall be governed and construed in accordance with the laws of the Netherlands, without regard to its conflicts of law provisions. In relation to any actions, suits or proceedings arising out of or relating to the General Terms and Conditions of Sale, each Party irrevocably and unconditionally: (i) submits to the jurisdiction of the Amsterdam District Court following proceedings in English for the Chamber for International Commercial Matters (“Netherlands Commercial Courts” or “NCC District Court”); and (ii) waives any objection to the laying of venue in the NCC District Courts; and (iii) an action for interim measures, including protective measures, available under Dutch law may be brought in the NCC’s Court of Summary Proceedings (CSP) in English, and (iv) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. To the fullest extent permitted by law, no action or other claim, regardless of form, arising out of or in any way connected with or related to Products, may be brought by the Buyer more than one (1) year after the cause of the action or claim has accrued.

15. AMENDMENTS

The Seller reserves the right to make changes or modify these General Terms and Conditions of Sale at any time. If any of these General Terms and Conditions of Sale are deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining terms. Buyer’s continued transactions with the Seller after any changes shall be deemed Buyer’s acceptance of the amended General Terms and Conditions of Sale.

16. MISCELLANEOUS

If any provision of these General Terms and Conditions of Sale is fully or partially void, nullified, or contrary to the law, these General Terms and Conditions of Sale will remain in full force and effect and such provisions will be interpreted and enforced as closely as to the intention of parties.

These General Terms and Conditions of Sale constitute the entire arrangements between the parties and supersede all prior and/or simultaneous written and oral negotiations, understandings, and agreements between the parties with respect to the subject matter thereof, including any specific advertising or sales material of the Seller.

The provisions of these General Terms and Conditions of Sale, which by their nature extend beyond the expiration or earlier termination of these General Terms and Conditions of Sale or Order will survive and remain in effect until all obligations are satisfied.

Last updated September 2025