General Terms and Conditions for Business Customers (B2B)

Article 1 – Definitions 1.1 Purchase agreement: any agreement for the purchase and sale of Products and/or the granting of a user licence for Software between us and you. 1.2 You: the other party, a legal entity or a natural person acting in the course of a profession or business (B2B). 1.3 We / Ebikepartners: Ebikepartners B.V., having its registered office in Nunspeet, registered with the Chamber of Commerce under number 87758636. 1.4 Products: bicycle parts, e-bike components, accessories and related goods. 1.5 Software: the diagnostic software for bicycles/e-bikes developed by us, supplied as a one-off download after payment. 1.6 Quotation: our offer issued in writing (including by email).

Article 2 – Identity of the company Ebikepartners Address: Oosteinderweg 94a, 8072PD Nunspeet Phone: +31850737931 Email: support@ebikepartners.com CoC: 87758636 VAT: NL864396582B01

Article 3 – Applicability 3.1 These terms apply to all offers, quotations, Purchase agreements and licences. 3.2 Your own terms (purchasing conditions etc.) only apply if we have expressly accepted them in writing. In case of conflict, our terms prevail. 3.3 These terms are primarily intended for B2B transactions. For incidental B2C sales, mandatory consumer rules apply (including Book 7 of the Dutch Civil Code, a 14-day withdrawal period and a minimum warranty of 2 years); these terms are adjusted accordingly where necessary and do not prevail over mandatory law. 3.4 Deviations only apply if agreed in writing.

Article 4 – Offer and quotation 4.1 Quotations are valid for 30 days, unless stated otherwise. 4.2 Offers are without obligation unless declared binding in writing. 4.3 We are not bound by obvious mistakes or errors (e.g. pricing errors) if these were recognisable to you. 4.4 Prices exclude VAT, shipping costs, levies and packaging, unless stated otherwise.

Article 5 – Formation of the agreement 5.1 The agreement is concluded by your written acceptance of the quotation or by our written confirmation of your order. For Software: after payment and provision of the download link. 5.2 We may refuse orders in the event of creditworthiness problems, payment arrears or failure to meet the expertise requirements (article 12). 5.3 Minimum purchase quantities and/or order amounts may apply per product and will be stated.

Article 6 – Prices and payment 6.1 Prices exclude VAT. We may pass on changes in purchase prices, currencies, taxes etc. if the delivery time is more than 3 months. 6.2 Payment within 30 days net of the invoice date, unless agreed otherwise. 6.3 For prepayment or new relationships, we may require (partial) payment in advance. 6.4 In the event of default: interest of 1.5% per month plus extrajudicial collection costs in accordance with the Dutch Collection Costs Act (min. €40 for small amounts, a percentage for larger amounts). 6.5 No set-off or suspension permitted without our written consent.

Article 7 – Retention of title 7.1 All Products delivered remain our property until full payment (principal, interest, costs). 7.2 You may not pledge the Products or transfer ownership while our retention of title applies, except in the normal course of business (resale). 7.3 In the event of attachment, suspension of payments or bankruptcy, you must inform us immediately. 7.4 No retention of title applies to Software; see article 15.

Article 8 – Delivery and risk 8.1 Delivery free of charge from a certain order amount (stated on the website/quotation); otherwise EXW our warehouse. 8.2 Delivery times are indicative. Exceeding them does not entitle you to compensation, unless there is intent or gross negligence. 8.3 Risk passes on delivery or when made available (Products), or on download/access (Software). 8.4 You must inspect Products on receipt and report defects in writing within 8 days. For Software: report defects within 8 days after download.

Article 9 – Warranty and conformity 9.1 We guarantee that Products meet the specifications and reasonable requirements of soundness (warranty period normally 24 months after delivery, unless stated otherwise). For Software: conformity with the described functionality for 24 months. 9.2 The warranty lapses in case of incorrect assembly/use, normal wear and tear, improper use or lack of expertise. 9.3 In case of defects: repair, replacement, credit or (for Software) a bug fix/update, at our discretion. 9.4 Liability is limited to the invoice value of the Products/Software concerned. No liability for indirect damage (loss of profit, business interruption, consequential damage), unless there is intent or gross negligence.

Article 10 – Resale and use of brands 10.1 Products may only be resold in the normal course of your business. 10.2 Resale outside your normal sales channels or without our consent is prohibited. In the event of a breach, you forfeit an immediately payable penalty of € 250 per product (proportionate and moderated), without prejudice to compensation.

Article 11 – Force majeure 11.1 No liability in the event of force majeure (strikes, supply problems, natural disasters, government measures etc.). 11.2 In the event of prolonged force majeure, we may suspend or dissolve the agreement.

Article 12 – Expertise and product responsibility 12.1 We only supply to parties with demonstrable expertise in bicycles/electric bicycles (assembly, repair, advice). 12.2 You declare that you have sufficient professional knowledge. 12.3 We are not liable for damage/defects caused by lack of expertise, incorrect assembly/installation or improper use by you or your customers. 12.4 You are responsible for compliance with legislation on resale (product safety, CE marking, warranties towards end customers).

Article 13 – Intellectual property 13.1 All intellectual property rights to Software remain with us. 13.2 You do not acquire ownership, only a user licence (see article 15). 13.3 No reverse engineering, decompilation or modification permitted.

Article 14 – Applicable law and disputes 14.1 Dutch law applies exclusively (the Vienna Sales Convention is excluded).

Article 15 – Software licence 15.1 Software is supplied as a one-off, non-exclusive, non-transferable user licence for internal business purposes. 15.2 The licence is tied to your company and may not be resold, rented out or shared. 15.3 You may install Software on the number of devices as agreed (standard: unlimited within your company). 15.4 Updates and support: only during the warranty period (see article 9.1); after that optionally against payment. 15.5 In the event of breach of the licence: immediate termination of the licence plus a penalty of € 1,000 per breach, without prejudice to compensation.

Article 16 – Final Provisions 16.1 The invalidity of a provision does not affect the validity of the remaining provisions. 16.2 Changes will take effect 30 days after notification. 16.3 Communication by email is legally valid.