GENERAL TERMS AND CONDITIONS OF PURCHASE

BeSuRe International B.V.
Delta side 30A/30B

1261 ZM Blaricum

The Netherlands

Chamber of Commerce number: 90744039

Article 1. Definitions and applicability

1.1 Buyer: BeSuRe International BV., the user of these general terms and conditions of purchase.
1.2 Supplier: The natural or legal person with whom the Buyer negotiates or concludes an Agreement.
1.3 These terms and conditions apply to all requests, quotations, orders and Agreements whereby the Buyer purchases goods, software or services from the Supplier.
1.4 The applicability of the Supplier’s general terms and conditions of sale is hereby expressly excluded, unless otherwise agreed in writing.

Article 2. Conclusion of the Agreement

2.1 An Agreement or placed order is only binding on Buyer after Buyer has confirmed it in writing (by e-mail or via the purchasing system).
2.2 Changes or additions to the Agreement are only valid if they have been accepted by the Buyer in writing.

Article 3. Pricing, invoicing and payment

3.1 All agreed prices are fixed, in Euros or US dollars, excluding VAT, and include proper packaging, transport costs to the delivery location (DDP according to Incoterms 2020) and all legally required documentation.
3.2 Invoicing will take place after the complete and correct delivery of the Products.
3.3 The Buyer applies a payment term of 30 days after receipt of the correct invoice and the goods, unless otherwise agreed in writing. The Buyer is at all times entitled to set off outstanding claims against the Supplier.

3.4 Contrary to the standard payment after complete delivery, the parties may agree in writing that the payment will be made in instalments (partial payments) according to the following scale:

• Installment 1: [Percentage, e.g. 30%] of the total order amount as a deposit immediately after the written order confirmation or receipt of the Pro Forma Invoice by Buyer.
• Deadline 2: [Percentage, e.g. 70%] of the total order amount at the time the products have been demonstrably entered and released at the port of arrival designated by the Buyer (before domestic transport to the warehouse).

Article 4. Delivery and Risk Transfer

4.1 Delivery will be made Delivered Duty Paid (DDP) at the location designated by Buyer, in accordance with Incoterms 2020.
4.2 The agreed delivery time is a strict deadline. If the Supplier is exceeded, the Supplier is immediately in default, without a notice of default being required. The buyer then has the right to dissolve the Agreement and claim full compensation.
4.3 The risk of loss or damage to the goods will only pass to the Buyer at the time that the goods have been received in writing by the Buyer at the delivery location.

Article 5. Compliance and Product Safety

5.1 The Supplier warrants that all products supplied are of good quality, free from defects in design, material and workmanship, and fully meet the specifications and reasonable expectations of the Buyer.
5.2 The Supplier guarantees that the products are in full compliance with all applicable European and national laws and regulations (including CE marking, REACH, RoHS, and general product safety standards).
5.3 The Supplier undertakes to immediately make available to the Buyer all necessary technical documentation, declarations of conformity and manuals (in the language of the country of destination).

Article 6. Product Liability and Indemnification

6.1 The Supplier guarantees that the products are free of defects within the meaning of the European Product Liability Directive (EU) 2024/2853.
6.2 The Supplier is fully liable for all direct and indirect damage (including personal injury, property damage, trading interruption and loss of profit) caused by a defect in the products supplied by the Supplier.
6.3 The Supplier indemnifies the Buyer completely, unconditionally and on first demand against all claims from third parties (including end customers, consumers and regulators such as the NVWA) that are related to an (alleged) defect in the products.
6.4 This indemnity also includes all costs for legal assistance, expertise, court costs and costs arising from the organisation of a public warning or a recall.

Article 7. Traceability and Recalls

7.1 The Supplier undertakes to keep conclusive records with which the origin of all components and products can be traced immediately at all times (up to a minimum of 10 years after delivery).
7.2 If Buyer, the Supplier or a supervisory authority identifies a risk to safety, the Supplier will immediately cooperate with a recall. All costs of this are fully borne by the Supplier.

Article 8. Insurance

8.1 The Supplier is obliged to take out adequate business liability and product liability insurance and to maintain it during the business relationship (and for 10 years thereafter), with a minimum coverage of € 2,500,000 per claim.
8.2 Supplier shall provide a valid insurance certificate at Buyer’s first request.

Article 9. Intellectual Property Rights

9.1 The Supplier guarantees that the products delivered do not infringe any intellectual property rights (such as patents, trademarks or copyrights) of third parties.
9.2 The Supplier indemnifies the Buyer against all claims from third parties due to (alleged) infringement of intellectual property rights and compensates all resulting damage and costs.

Article 10. Governing Law and Disputes

10.1 All Agreements between the Buyer and the Supplier are exclusively  governed by Dutch law.
10.2 The applicability of the CISG is expressly excluded.
10.3 All disputes shall be submitted exclusively to the competent Dutch court in the district where the Buyer is established.

Article 11. Additional provisions for supplies from outside the European Union

11.1 Applicability

The provisions of this chapter shall apply additionally to all contracts whereby the products supplied are wholly or partly manufactured or supplied from a country outside the European Union. If any provision of this chapter differs from any other provision of these terms and conditions, the provisions of this chapter shall prevail.

11.2 Product Documentation Prior to Shipment

Supplier shall provide Buyer with all relevant technical documentation at the latest prior to shipment of the goods, including, to the extent applicable:

• CE Declaration of Conformity;
• test reports from accredited laboratories;
• REACH Statement;
• RoHS Statement;
• EMC, LVD, RED, or other applicable certifications;
• technical files;
• Safety Data Sheets (SDS);
• user manuals in the language desired by Buyer;
• product specifications;
• serial number and batch registration.

Buyer is entitled to suspend shipping until all required documentation has been fully received and approved.

11.3 Product Inspections

Buyer has the right to have an independent quality inspection carried out at the manufacturer or supplier before shipment of the goods.

The supplier shall fully cooperate with this inspection and shall provide access to production, storage and test locations.

If the products do not meet the agreed specifications or the agreed AQL standards, all costs of re-inspection, repair, replacement and delay will be borne in full by Supplier.

11.4 Acceptable Quality Level (AQL)

Unless otherwise agreed in writing, at least the following quality standards apply:

• Critical defects: AQL 0.0
• Major defects: AQL 1.0
• Minor defects: AQL 2.5

The buyer reserves the right to apply stricter quality standards if the nature of the product gives cause to do so.

11.5 Product Changes

Supplier may not make changes to:

• design;
• materials used;
• components;
• software;
• firmware;
• packaging;
• production process;
• production location;
• sub-suppliers;

without the prior written consent of the Buyer.

Any unapproved amendment shall be considered a material deficiency.

11.6 Subcontracting

The Supplier may not outsource the production or delivery in whole or in part to third parties without the prior written consent of the Buyer.

The Supplier remains fully liable for all services provided by third parties engaged.

11.7 Ownership of drawings, moulds and tooling

All items paid or made available by the Buyer:

• design;
• CAD files;
• software;
• source files;
• moulds;
• molds;
• tools;
• means of production;
• logos;
• corporate identity materials;

remain the exclusive property of the Buyer.

Supplier will only use it for the execution of orders from Buyer and will not reproduce, modify or use it for third parties without written permission.

After termination of the trading relationship, these items will be returned to the Buyer free of charge on first request.

11.8 Packaging

The Supplier will package the products in such a way that they can withstand international sea, air and road transport.

Damage as a result of improper packaging is entirely at the expense of the Supplier.

11.9 Spare Parts

Supplier guarantees the availability of spare parts, firmware, software updates and technical support for a minimum of ten (10) years after the last delivery, unless otherwise agreed in writing.

11.10 Cybersecurity

Supplier warrants that all electronic products, software and firmware supplied are free of:

• malware;
• viruses;
• spyware;
• ransomware;
• backdoors;
• unauthorized access options;
• hidden functionalities.

Vendor will make security updates available free of charge for a minimum of five (5) years after delivery.

11.11 Payment terms for international deliveries

If the parties agree that payment will be made in instalments, only the payment arrangement agreed in writing will apply.

The buyer reserves the right to suspend an instalment payment if:

• inspections have not been completed;
• documentation is missing;
• products do not meet the agreed specifications;
• certifications are missing.

11.12 Sanctions legislation and export controls

Supplier guarantees that the delivery complies with all applicable national and international laws and regulations relating to:

• export control;
• sanctions legislation;
• anti-corruption legislation;
• anti-money laundering regulations;
• human rights;
• working conditions;
• environmental legislation.

The Supplier fully indemnifies the Buyer against all damage resulting from violation of these regulations.

11.13 Force majeure

Force majeure on the part of the Supplier is expressly not understood to mean:

• increases in the price of raw materials;
• staff shortages;
• production problems;
• malfunctions at sub-suppliers;
• logistical problems;
• transport capacity;
• container shortages;
• port congestion;
• currency fluctuations;
• economic conditions.

In these cases, the Supplier remains fully liable for timely and correct delivery.

11.14 Confidentiality

Supplier shall treat all commercial, technical and business information received from Buyer in strict confidence and shall only use it for the performance of the Agreement.

This confidentiality obligation remains in full force and effect even after the commercial relationship has ended.

11.15 Audit law

Buyer is entitled, upon reasonable prior notice, to carry out audits of Supplier itself or by an independent third party in order to check compliance with the Agreement, quality standards, certifications, production processes and traceability.

The Supplier will fully cooperate with this.

11.16 Penalty for late delivery

If the Supplier exceeds the agreed delivery time, it will forfeit an immediately payable penalty of 1% of the total order value per calendar day of delay, with a maximum of 20% of the order value, without further notice of default.

This penalty does not affect the Buyer’s right to full compensation.

11.17 Right to Substitute Procurement

If the Supplier fails to comply with its obligations, the Buyer is entitled to purchase the products in question elsewhere.

All resulting additional costs, transport costs, price differences and other damage are fully borne by the Supplier.

11.18 Continuing Liability

Supplier’s liability for defective products, hidden defects, product safety, recalls and indemnities remains in full force and effect for the entire statutory liability periods and does not affect any contractual warranty obligations.

Drawn up on 01-08-2026 and filed with the Chamber of Commerce in Almere.