Version: 01-08-2026

1. Scope and Applicability

1.1 These General Terms and Conditions of Sale and Delivery ("Terms") apply to all quotations, offers, orders, agreements, sales and deliveries of products ("Products") by Valhal Outdoor B.V., established in Groningen, the Netherlands ("Supplier"), to customers acting in the course of a business, trade or profession ("Customer").

1.2 These Terms are intended for business-to-business transactions throughout the European Union and may be used for distributors, wholesalers, retailers, dealers, hospitality customers and other professional purchasers, irrespective of whether Customer resells Products to businesses, consumers or both.

1.3 These Terms do not apply to contracts concluded directly between Supplier and a consumer.

1.4 Customer's general terms or purchasing conditions are expressly rejected unless Supplier has expressly accepted them in writing.

1.5 If Supplier and Customer have entered into a separate written distribution, dealer, framework or other agreement, that agreement and these Terms form one contractual framework. In case of conflict, the specific written agreement prevails.

2. Quotations and Orders

2.1 Quotations and offers are non-binding unless expressly stated otherwise.

2.2 An order placed by Customer constitutes an offer to purchase. An order becomes binding on Supplier only after Supplier confirms it in writing or commences fulfilment.

2.3 Supplier may refuse or partially accept an order for reasonable commercial reasons, including Product availability, production capacity, overdue payments, credit risk, regulatory requirements or discontinuation of Products.

2.4 Estimates, forecasts, samples, illustrations, dimensions and other Product information are indicative unless expressly agreed as binding.

3. Products and Product Changes

3.1 Supplier may modify, improve, replace or discontinue Products, packaging, specifications or assortments, provided that Products already ordered and accepted materially comply with the agreed specifications, subject to mandatory law.

3.2 Customer may not modify, relabel, repackage or remove safety, traceability, batch, serial or other legally required information from Products except with Supplier's prior written approval or where required by mandatory law.

4. Prices

4.1 Prices are Supplier's prices applicable when Supplier accepts the relevant order, unless otherwise agreed in writing.

4.2 Prices exclude VAT, transport, insurance, customs duties, levies and other taxes or charges unless expressly stated otherwise.

4.3 Supplier may amend prices for future orders at any time. A quotation with a stated validity period remains subject to its stated terms.

4.4 Discounts, rebates or other commercial arrangements apply only as expressly agreed and do not create an entitlement for future orders.

5. Payment

5.1 Unless otherwise agreed in writing, invoices are payable within fourteen (14) calendar days from the invoice date.

5.2 Payment is completed only when the full amount due has been irrevocably credited to Supplier's designated bank account.

5.3 Customer may not suspend payment, deduct amounts or set off claims except to the extent such restriction is prohibited by mandatory applicable law.

5.4 If an amount is overdue, Supplier is entitled, without prejudice to other rights, to statutory commercial late-payment interest applicable under the governing law and to the minimum fixed recovery compensation and reasonable additional recovery costs available under applicable law.

5.5 Supplier may immediately suspend deliveries, refuse new orders, withdraw credit terms, require advance payment or request adequate security if Customer is overdue or if Supplier reasonably considers Customer's creditworthiness to have materially deteriorated.

6. Delivery and Transfer of Risk

6.1 Unless otherwise agreed in writing, delivery is EX WORKS (EXW), Warehouse P24, Pascalstraat 24, 7701S Dedemsvaart, the Netherlands, Incoterms® 2020.

6.2 Risk passes in accordance with the agreed Incoterms® rule. Transfer of risk is separate from transfer of legal title.

6.3 Delivery dates and lead times are estimates unless expressly agreed in writing as binding.

6.4 Customer is responsible for arranging collection, transport and insurance where required by the agreed Incoterms® rule.

6.5 Supplier may make partial deliveries where commercially reasonable.

7. Retention of Title

7.1 Legal title to Products remains with Supplier until Customer has fully and irrevocably paid all amounts due for those Products and, to the maximum extent permitted by applicable law, other amounts owed to Supplier arising from deliveries.

7.2 Until title transfers, Customer shall, where reasonably practicable, keep unpaid Products identifiable, properly stored, insured where appropriate and free from pledges or other security interests.

7.3 In case of non-payment, Supplier may recover Products to which it retains title to the extent permitted by applicable law, and Customer shall reasonably cooperate.

7.4 The proprietary effect, perfection, registration, enforceability and priority of retention of title may be governed by mandatory law of the country where Products are located. This Article applies to the maximum extent permitted by such law and does not replace any registration or other formality required locally.

8. Inspection, Non-Conformity and Commercial Complaints

8.1 Customer shall inspect Products within a reasonable period after delivery.

8.2 Visible shortages, transport damage or apparent non-conformity should be reported to Supplier in writing without undue delay and, where reasonably possible, within seven (7) calendar days after delivery.

8.3 Hidden defects should be reported in writing without undue delay after discovery.

8.4 Contractual notification periods in this Article do not exclude rights that cannot lawfully be limited under the governing or otherwise mandatorily applicable law.

8.5 A complaint does not entitle Customer to suspend payment for Products that are not reasonably affected by the complaint.

9. Product Warranty and Remedies

9.1 Supplier warrants to Customer that, at the time risk passes, Products materially conform to the specifications expressly agreed for the relevant order, subject to mandatory law.

9.2 Supplier is not responsible for defects or damage resulting from misuse, abnormal use, improper storage or handling, unauthorised modification, failure to follow instructions, normal wear and tear or circumstances arising after risk has passed and outside Supplier's control.

9.3 Where Supplier is responsible for a non-conforming Product, Supplier may, at its reasonable option and subject to mandatory law, repair or replace the Product, issue a credit or refund the purchase price attributable to the affected Product.

9.4 Nothing in these Terms limits mandatory product liability or other liability that cannot legally be excluded.

10. Customers Reselling to Consumers

10.1 If Customer sells Products to consumers, Customer acts as the seller towards those consumers and is responsible for complying with consumer laws applicable to its own sales, including mandatory information, legal guarantee, remedies, returns and other consumer rights.

10.2 Customer shall not present these Terms as limiting or excluding any mandatory rights of consumers.

10.3 Customer may offer additional commercial warranties or services in its own name, but may not bind Supplier or extend Supplier's obligations without Supplier's prior written consent.

10.4 Customer shall not make safety, performance, health or other Product claims that are inconsistent with or go materially beyond Supplier's authorised Product information.

11. Product Safety, Traceability and Market Surveillance

11.1 Each Party shall comply with the product-safety and market-surveillance obligations applicable to its role in the supply chain.

11.2 Customer shall, before making Products available on the market, perform any checks required from it as distributor or other economic operator under applicable EU and national law.

11.3 Customer shall preserve required Product identification, manufacturer/importer/responsible-person information, warnings and safety instructions and shall not sell Products where Customer knows or has reason to believe they do not comply with applicable safety requirements.

11.4 Customer shall promptly inform Supplier of serious safety complaints, accidents, suspected dangerous Products, authority inquiries, corrective measures, withdrawals or recalls concerning the Products.

11.5 Customer shall maintain legally required traceability information and reasonably cooperate with Supplier and competent authorities in corrective actions, investigations, withdrawals and recalls.

11.6 Customer shall not initiate a public recall in Supplier's name without prior consultation, unless immediate action is required by law or a competent authority.

12. Regulatory and Local-Market Compliance

12.1 Customer is responsible for compliance with laws applicable to its own marketing, distribution and resale activities in each country in which it operates.

12.2 Customer shall comply with applicable competition, advertising, consumer-protection, product-safety, data-protection, anti-bribery, sanctions, export-control and environmental rules relevant to its activities.

12.3 Where national law requires additional language, labelling, instructions, registrations or other local-market requirements for Customer's manner of sale, Customer shall notify Supplier before placing the relevant Products on that market where Supplier's cooperation is reasonably required.

13. Intellectual Property and Brand Materials

13.1 All trademarks, trade names, logos, designs, photographs, texts, packaging artwork and other intellectual property relating to Supplier or the Products remain owned by Supplier or its licensors.

13.2 No intellectual property licence is granted except as expressly agreed in writing or necessarily implied for the authorised resale of genuine Products.

13.3 Where Supplier provides marketing materials for authorised use, Customer may use them solely to market and resell genuine Products and shall comply with Supplier's reasonable brand guidelines.

13.4 Customer may not register or attempt to register Supplier's trademarks, confusingly similar signs, domain names or business identifiers incorporating Supplier's Brand without prior written consent.

13.5 Customer shall not materially alter Supplier's logos, Product images or other protected brand materials without prior written consent.

14. Resale Prices and Competition Law

14.1 Customer independently determines its resale prices.

14.2 Supplier may communicate recommended or maximum resale prices to the extent permitted by applicable competition law.

14.3 Nothing in these Terms shall be interpreted as imposing a fixed or minimum resale price or any other restriction prohibited by applicable EU or national competition law.

15. Confidentiality

15.1 Customer shall keep confidential Supplier's non-public commercial, financial, technical and strategic information, including non-public prices, discounts, customer information, forecasts, Product development, business strategies and know-how.

15.2 Confidential information may be used only for the business relationship with Supplier and disclosed only to persons who reasonably need it and are subject to appropriate confidentiality obligations.

15.3 These obligations do not apply to information demonstrably public through no breach, already lawfully known, lawfully obtained from a third party, or required to be disclosed by law.

15.4 Confidentiality continues for five (5) years after the relevant relationship ends. Trade secrets remain protected for as long as they retain their legally protected confidential character.

16. Customer Representations and Indemnity

16.1 Customer may not make warranties, guarantees or representations on Supplier's behalf beyond Supplier's authorised documentation.

16.2 To the extent permitted by law, Customer shall indemnify Supplier against reasonable third-party claims, losses and costs caused by Customer's unlawful marketing, unauthorised representations, modification or misuse of Products, infringement or misuse of Supplier's intellectual property, fraud or wilful misconduct, except to the extent caused by Supplier.

17. Limitation of Liability

17.1 To the maximum extent permitted by applicable law, Supplier is not liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, business opportunities, goodwill or business interruption.

17.2 To the maximum extent permitted by law, Supplier's aggregate contractual and non-contractual liability arising from a particular order or connected series of events shall not exceed the net amount paid or payable by Customer for the Products directly giving rise to the claim.

17.3 If the limitation in Article 17.2 is held unenforceable, Supplier's aggregate liability shall, to the maximum extent permitted by law, be limited to the net amount paid by Customer to Supplier during the twelve (12) months preceding the event giving rise to liability.

17.4 The exclusions and limitations do not apply to liability that cannot legally be excluded or limited, including where applicable liability for death or personal injury caused by fault, fraud, wilful misconduct, or mandatory product liability.

17.5 Customer shall take reasonable measures to prevent and mitigate loss.

18. Force Majeure and Supply Disruption

18.1 Supplier is not liable for delay or non-performance caused by circumstances beyond its reasonable control, including natural disasters, fire, war, civil disturbance, government measures, sanctions, strikes, transport disruption, cyber incidents affecting essential operations, energy shortages, raw-material shortages and material supply-chain disruptions.

18.2 Supplier shall use reasonable efforts to mitigate the effects.

18.3 During shortages, Supplier may allocate available Products among customers on a commercially reasonable basis.

18.4 Force majeure does not excuse payment of amounts already due for Products delivered.

19. Suspension and Termination

19.1 Supplier may suspend performance immediately if Customer fails to pay an amount when due, materially breaches an agreement, or Supplier has reasonable grounds to believe Customer will not be able to meet its payment obligations.

19.2 Supplier may terminate an agreement for material breach if the breach is not remedied within fourteen (14) calendar days after written notice where the breach is capable of remedy.

19.3 Supplier may terminate immediately for fraud, serious misuse of Supplier's intellectual property, serious unlawful conduct connected with Products, or insolvency circumstances, in each case to the extent termination on that ground is permitted by applicable mandatory law.

19.4 Termination does not affect accrued payment rights or provisions intended to survive termination.

20. No Agency

20.1 Customer purchases and resells Products in its own name, for its own account and at its own risk.

20.2 Customer is not Supplier's agent, employee, partner or legal representative and has no authority to bind Supplier unless expressly authorised in writing.

21. Assignment

21.1 Customer may not assign an agreement or material rights under it without Supplier's prior written consent.

21.2 Supplier may assign an agreement to an affiliate or to a successor acquiring all or a substantial part of the relevant business, provided this does not materially reduce Customer's contractual rights.

22. Notices

22.1 Material notices shall be made in writing to the contact details most recently notified by the Parties.

22.2 Notices of termination or material default should be sent by email and, where appropriate, by registered mail or recognised courier, unless receipt is otherwise acknowledged in writing.

23. Hierarchy and Entire Agreement

23.1 A specific written agreement, Supplier's order confirmation and these Terms form the contractual documents governing the relevant transaction.

23.2 In case of conflict, the following order of precedence applies unless expressly agreed otherwise:
(a) the specific written agreement;
(b) Supplier's order confirmation, but only for transaction-specific commercial details;
(c) these Terms.

23.3 Customer's purchasing conditions do not apply merely because they appear on an order, portal or other document.

24. Amendments to these Terms

24.1 Supplier may issue updated versions of these Terms for future transactions.

24.2 An updated version applies to an existing continuing business relationship only if it has been validly incorporated in accordance with applicable law or expressly accepted by Customer.

24.3 Changes shall not retroactively alter orders already accepted unless the Parties agree otherwise.

25. Severability and No Waiver

25.1 If a provision is invalid or unenforceable, the remaining provisions remain effective.

25.2 An invalid provision shall, where legally possible, be interpreted or replaced by a valid provision reflecting its commercial purpose as closely as possible.

25.3 Failure to exercise a right does not constitute waiver of that right.

26. Governing Law

26.1 These Terms and agreements to which they apply are governed by the laws of the Netherlands, excluding its conflict-of-law rules to the extent a choice can validly be made.

26.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

26.3 This choice of law does not exclude overriding mandatory provisions that apply irrespective of the chosen law, including mandatory rules applicable in the country where Products are marketed, located or resold.

27. Jurisdiction

27.1 To the extent legally permissible, the District Court of the Northern Netherlands (Rechtbank Noord-Nederland), location Groningen, the Netherlands, shall have exclusive jurisdiction over disputes arising out of or in connection with agreements governed by these Terms.

27.2 Supplier may seek provisional, protective or enforcement measures before another competent court where permitted by applicable law.

28. Language

28.1 The English version of these Terms is the contractual reference version.

28.2 Supplier may provide translations for convenience. Where legally permissible, the English version prevails in case of inconsistency.