GENERAL CONDITIONS FOR SERVICES AND PRODUCTS

A. GENERAL PROVISIONS

Article 1. Definitions

Affiliate
In relation to THE JULY or Supplier: any person or entity under direct or indirect common control of THE JULY B.V. or Supplier.

Agreement
An agreement including these General Conditions, exhibits, schedules and annexes, concerning the performance of Services and/or delivery of Products, entered into in accordance with clause 3.1, including any related or future agreements.

THE JULY
The July B.V. and its Affiliates.

Client
THE JULY or an Affiliate.

Deliverables
All content created by Supplier for Client under the Agreement, including designs, reports and drawings.

General Conditions for Services and Products
These general conditions.

General Purchasing Agreement
An Agreement under which Client may purchase Products or Services by means of an Order.

Material
Client’s plans, drawings, files, models or documents related to the Agreement in Supplier’s possession.

Offer
An offer made by Supplier to Client for Products or Services.

Order
A written request from Client for delivery of Products and/or performance of Services.

Parties
Client and Supplier jointly.

Party
Client or Supplier individually.

Price
The agreed purchase price or fee payable by Client.

Products
All goods delivered or to be delivered under the Agreement, including components and Spare Parts.

Services
All performances by Supplier under the Agreement, including Deliverables where applicable.

Spare Parts
Replacement components for Products.

Supplier
The natural person, legal entity or its Affiliate entering into the Agreement.

Article 2. Applicability

2.1 These General Conditions apply to all Orders and Agreements. In case of conflict, the Order or Agreement prevails.

2.2 Client may amend these General Conditions where necessary for legal, technical or regulatory reasons. Supplier must object within two weeks of notification, failing which the amendment applies. Minor non-content changes may be made without prior notice.

2.3 Supplier’s general terms do not apply, regardless of whether Client was aware of them.

Article 3. Agreement, Offer and Order

3.1 An Agreement is valid when signed in writing by authorised representatives of both Parties.

3.2 Supplier may not revoke or amend an Offer during its acceptance period.

3.3 Unless agreed otherwise, Client may modify, reschedule or cancel a confirmed Order up to ten Business Days before delivery.

B. PERFORMANCE OF THE AGREEMENT

Article 4. Subcontractors

4.1 Supplier may not subcontract without prior written approval.

4.2 Supplier must ensure subcontractors and employees are qualified and compliant.

4.3 Supplier remains responsible for all legal obligations, taxes, social charges and compliance with laws.

4.4 Supplier is fully liable for acts of subcontractors and employees.

4.5 Supplier must facilitate supply chain transparency if requested.

4.6 Subcontractors must be bound by similar conditions.

4.7 Client may impose additional approval conditions.

Article 5. Suspension and Recommencement

5.1 Time stipulations are considered expiry dates.

5.2 Client may suspend performance for up to six months with ten Business Days notice.

5.3 Supplier must provide cost estimates related to suspension.

5.4 Suspension must be complied with if only administrative costs arise or if Supplier fails to provide cost estimates.

5.5 Client is only liable for documented administrative costs.

5.6 Client may require recommencement with ten Business Days notice.

5.7 Supplier may terminate if no recommencement occurs within six months.

5.8 Client is not liable for damages related to such termination.

Article 6. Representations and Warranties

Services

Supplier shall perform Services with highest professional standards, use qualified personnel only, comply with all laws and permits, deliver defect-free Services, maintain safe and clean work areas, and provide access to Client representatives.

Supplier is responsible for correcting errors at its own cost.

Products

Supplier warrants that Products are legally owned and free from third-party claims, are new and defect-free, comply with laws and specifications, and do not infringe intellectual property rights.

Standard warranty period: two years unless agreed otherwise.

Article 7. Inspection

Client may monitor activities and test Products before delivery.

Article 8. Delivery and Risk

8.1 Delivery takes place as instructed by Client.

8.2 Deliverables require Client acceptance.

8.3 Supplier ensures proper packaging and transport.

8.4 Risk passes upon delivery and acceptance.

8.5 Title passes upon delivery or collection.

8.6 Late delivery may result in replacement and a daily penalty of 2 percent.

Article 9. Defects

Client must notify defects within a reasonable period.

A third party may determine disputes regarding defects.

Article 10. Payment

10.1 Payment follows the Agreement schedule.

10.2 Price excludes preparatory costs, transport, taxes and IP transfer fees unless agreed.

10.3 Invoices are issued after full performance.

10.4 Payment term: 30 calendar days.

10.5 Late payment interest: 2 percent annually after reminder period.

10.6 Client may suspend or set off payments.

10.7 Payment does not imply acceptance.

Article 11. Assignment

Supplier may not assign without consent.

Client may assign within The July group.

Article 12. Liability

Supplier is liable for all direct and consequential damages.

Supplier indemnifies Client against third-party claims.

Supplier must maintain insurance of at least EUR 5,000,000 per year.

Client liability is limited to direct damages in case of intent or gross negligence.

Article 13. Termination

Agreements are indefinite unless agreed otherwise.

Client may terminate with 30 days notice.

Immediate termination applies in insolvency or similar situations.

C. OTHER PROVISIONS

Article 14. Intellectual Property

All Materials and Deliverables become Client property.

Supplier assigns all intellectual property rights to Client.

Client may transfer rights to third parties.

Supplier guarantees non-infringement.

Social media publication requires prior written approval.

Article 15. Force Majeure

Force majeure covers events beyond reasonable control.

Affected Party must notify and mitigate impact.

Neither Party is liable for force majeure related damages.

Article 16. Confidentiality

All information related to the Agreement is confidential.

Information must be returned or destroyed upon termination.

Disclosure only with consent or legal obligation.

Supplier may only publicly mention collaboration with written approval.

Article 17. Applicable Law

Dutch law applies.

Court of Amsterdam has exclusive jurisdiction.

Article 18. Notices

All communication must be in writing and in English, preferably by email.

Registered office changes must be notified immediately.