General Terms of Trade

1. Applicability

1.1. These General Terms of Trade ("Terms"[) apply exclusively to all offers, quotations, sales agreements, pharmaceutical supply contracts, and services provided by Incurepharma B.V. ("Company", "we", or "us") to commercial clients, healthcare institutions, and wholesale purchasers ("Client").

1.2. Any general terms, conditions, or purchasing stipulations of the Client are explicitly rejected and shall not apply, unless agreed upon expressly in writing by an authorized statutory representative of the Company.

1.3. These Terms are filed and deposited at the Chamber of Commerce (Kamer van Koophandel - KvK) under number [NUMBER].

2. Definitions

In these Terms, the following capitalized terms shall have the meanings ascribed below:

• Company: Incurepharma B.V., a private limited liability company incorporated under the laws of the Netherlands, having its registered seat in the Netherlands and registered with the KvK under number [NUMBER].
• Client: Any corporate body, licensed wholesaler, pharmacy, hospital, or authorized institution entering into an agreement or RFQw with the Company.
• Products: Prescription medicines (Rx), over-the-counter pharmaceuticals (OTC), medical devices, active pharmaceutical ingredients (APIs), and healthcare supplies distributed by the Company.
• GDP Guidelines: EU Guidelines on Good Distribution Practice of medicinal products for human use (2013/C 343/01) and all related statutory pharmaceutical regulations.

3. Scope of Services

3.1. The Company specializes in wholesale pharmaceutical distribution, GDP-compliant cold chain storage, inventory logistics, and international trade in verified medical products.

3.2. All offers and quotations issued by the Company are non-binding unless explicitly stated otherwise in writing with a specific validity window.

4. Client Licensing & Regulatory Obligations

4.1. Mandatory Qualification: The Client explicitly represents and warrant� that it is a properly licensed and regulatory-compliant pharmaceutical entity under applicable European Union and national laws. The Client must possess a valid Wholesale Distribution Authorization (WDA), Pharmacy License, Hospital Operating Authorization, or equivalent regulatory permit required in its jurisdiction.

4.2. Verification: Before any order confirmation or shipment execution, the Client shall provide verified proof of licensing credentials to the Company.

4.3. Immediate Notification: The Client shall immediately notify the Company in writing of any suspension, revocation, modification, or lapse of its statutory licenses.

4.4. The Company reserves the right to immediately suspend or terminate any pending orders or supply contracts without penalty if the Client's licensing status cannot be independently verified.

5. Pricing and Payment Terms

5.1. All quoted prices are expressed in Euros (€) and are exclusive of Value Added Tax (VAT), customs duties, import fees, insurance, and freight costs, unless explicitly agreed otherwise under specific Incoterms.

5.2. Standard payment terms require full settlement within 30 calendar days from the invoice date (Net 30) into the Company's designated bank account without set-off, deduction, or withholding.

5.3. In the event of late payment, the Client shall automatically be in default without requirement of a prior notice of default. The Client shall owe statutory commercial interest under Dutch law (wettelijke handelsrente pursuant to Section 6:119a of the Dutch Civil Code) as well as all reasonable extrajudicial collection costs incurred by the Company.

6. Delivery, Cold Chain Logging Compliance & Risk Transfer

6.1. Delivery terms shall be agreed per order in accordance with standard Incoterms (default Ex Works - EXW or Delivered at Place - DAP).

6.2. Risk of loss, damage, or deterioration of Products transfers to the Client immediately upon delivery to the carrier or handover at the agreement destination.

6.3. Temperature Control & Logging: For temperature-sensitive cold chain items, Products are dispatched with GDP-certified temperature data loggers. The Client must inspect the physical delivery, read temperature logging devices, and report any temperature excursions or damage in writing to the Company within 24 hours of receipt. Failure to inspect and report within 24 hours constitutes full acceptance of product integrity.

7. Limitation of Liability

7.1. To the maximum extent permitted by law, the Company's liability for any breach, default, or unlawful act shall be strictly limited to direct, demonstrable damages caused by intentional misconduct or gross negligence (opzet of bewuste roekeleosheid) of the Company's executive management.

7.2. The Company shall under no circumstances be liable for indirect, incidental, punitive, special, or consequential damages, including loss of profit, business interruption, loss of business reputation, or recall costs.

7.3. Total cumulative financial liability of the Company under any agreement shall be capped at the net invoice value of the specific batch or consignment of Products giving rise to the claim.

8. Force Majeure

8.1. Neither party shall be held liable for failure or delay in performing contractual obligations if such failure arises from a Force Majeure event beyond reasonable control.

8.2. Force Majeure includes, without limitation: global or regional raw material shortages, epidemic/pandemic restrictions, government trade bans, explicitly embargoes, customs delays, labor disruptions, port closures, severe weather disrupting cold chain transport, and network or power infrastructure.grid failures.

9. Governing Law

9.1. All relations, offers, contracts, and disputes between Incurepharma B.V. and the Client shall be governed exclusively by and construed in accordance with the laws of the Netherlands.

9.2. The application of the United Nations Convention on Contracts for the International Sale of Goods (CFSG - Vienna Sales Convention 1980) is explicitly excluded.

10. Dispute Resolution

10.1. Any disputes arising out of or in connection with an agreement or these Terms that cannot be settled amicably shall be submitted exclusively to the competent court in [CITY], Netherlands.

11. Chamber of Commerce (KvK) Filing