General terms of sale and delivery

Seller: Water Ingredients B.V., Van Lyndenlaan 1, 3768 ME Soest, the Netherlands, KvK [[KvK number — fill in before launch]], VAT [[BTW / VAT number — fill in before launch]]. Buyer: the business, legal entity or partnership to which Seller issues a quotation, an order confirmation or an invoice. Products: the chemicals, additives and related goods Seller supplies. Agreement: the accepted quotation, signed order, confirmed purchase order or equivalent writing between Seller and Buyer.

These terms apply to every quotation, offer, Agreement and delivery between Seller and Buyer. Terms stipulated by Buyer are expressly rejected unless Seller accepts them in writing. Any variation to these terms is only binding when confirmed in writing by a person authorised to bind Seller.

Seller is a B2B supplier. Consumer-protection rules that require distance selling disclosures, withdrawal rights or similar consumer rights do not apply.

All quotations are valid for the period stated, or absent a stated period for 14 calendar days, and are non-binding until an order is confirmed by Seller. Prices are expressed in euros, exclusive of VAT and other duties, and exclusive of packaging, freight and insurance unless stated otherwise. Prices are based on cost factors prevailing at the quotation date; Seller may adjust prices for cost changes (raw materials, energy, currency, freight) occurring between quotation and delivery, with reasonable notice.

Deliveries are made in accordance with the Incoterms® 2020 clause agreed in the Agreement. Absent an agreed clause, deliveries are made FCA Soest, Netherlands (Incoterms® 2020). Delivery dates are indicative; Seller is not liable for minor delays, provided Seller makes commercially reasonable efforts to deliver on time. If delivery is delayed materially for reasons attributable to Seller, Buyer may, after written notice and a reasonable cure period of at least 14 days, terminate the affected part of the Agreement.

Buyer inspects the Products on delivery. Apparent defects and short shipments must be noted on the waybill and reported to Seller in writing within 5 working days of delivery. Hidden defects must be reported within 5 working days of discovery and in any event within 3 months of delivery. If a complaint is justified, Seller will, at its option, replace the Products, issue a credit note, or repair the non-conformity. No other remedy is available.

Seller warrants that Products conform to the Certificate of Analysis (CoA) issued with each consignment. Seller gives no warranty beyond the CoA and disclaims all implied warranties to the fullest extent permitted by law.

All Products delivered remain the property of Seller until Buyer has paid in full all amounts due under any Agreement with Seller, including ancillary charges and interest. Until title passes, Buyer holds the Products as bailee and must store and identify them separately.

Invoices are payable within 30 days of the invoice date without set-off or deduction, unless stated otherwise on the invoice. On any overdue amount Buyer owes statutory commercial interest (Article 6:119a BW) plus reasonable costs of collection, including legal fees. Seller may suspend further deliveries while an invoice is overdue. Payments are applied first to costs, then to interest, then to the oldest outstanding invoice.

Seller’s total liability under or in connection with any Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the invoice value of the Products giving rise to the claim, or in any event to the amount paid out under Seller’s commercial liability insurance for the claim, whichever is lower. Seller is not liable for indirect or consequential loss, including but not limited to loss of profits, loss of production, loss of contracts, loss of reputation, or pure economic loss.

Nothing in these terms limits liability that cannot be limited under mandatory Dutch law, including liability for death or personal injury caused by Seller’s negligence, intent, or gross negligence, or for fraud.

Buyer is responsible for proper handling, storage, use and onward supply of the Products in accordance with the Safety Data Sheet (SDS), applicable laws and industry best practice. Buyer is responsible for assessing the suitability of the Products for its intended application. Seller’s technical advice is given in good faith and does not constitute a warranty of suitability.

Neither party is liable for any failure or delay in performance caused by circumstances reasonably beyond its control, including natural events, war, terrorism, labour disputes, acts of public authorities, failure of suppliers or transport, pandemic, cyber incidents or shortages of energy or raw materials. The affected party notifies the other in writing without undue delay and uses reasonable efforts to mitigate the effects. If force majeure lasts more than 90 days, either party may terminate the affected part of the Agreement by written notice, without liability.

All intellectual property rights in technical information, drawings, specifications, quotations and other materials provided by Seller remain with Seller. Buyer may use them only for the purposes of the Agreement.

Each party keeps the other’s confidential information confidential and uses it only for the Agreement. Personal data is processed in accordance with Seller’s Privacy statement.

Buyer warrants that it will comply with all applicable export-control and sanctions laws (EU, UN, US OFAC where applicable) in connection with the onward use or export of the Products, and will not supply the Products to any sanctioned party or sanctioned end-use.

Buyer may not assign or transfer any right or obligation under the Agreement without Seller’s prior written consent. Seller may assign its rights and obligations to a group company or a successor of its business.

Each Agreement and these terms are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. Any dispute that the parties cannot resolve amicably is referred exclusively to the competent court in Midden-Nederland, without prejudice to Seller’s right to bring proceedings in the courts of Buyer’s domicile.

These terms are filed at the Chamber of Commerce under [[KvK number — fill in before launch]] and available on request in paper form. The current version (dated 2026-04-14) supersedes all previous versions.