General Terms and Conditions – VDV Sourcing

Version: 25 September 2026

1. Definitions

In these General Terms and Conditions:

VDV Sourcing: the business operating under the trade name VDV Sourcing, registered with the Dutch Chamber of Commerce under number [KVK NUMBER], established in the Netherlands.

Client: any business, legal entity, entrepreneur, buyer, supplier, manufacturer, wholesaler, distributor or other professional party that engages VDV Sourcing or makes use of its services.

Buyer: a party interested in purchasing products from a Supplier.

Supplier: any manufacturer, producer, wholesaler, distributor, stockholder or other party offering products.

Services: sourcing, supplier identification, buyer identification, commercial introductions, matchmaking, market research, communication support and other related intermediary services provided by VDV Sourcing.

Transaction: any agreement, purchase, sale, supply arrangement or other commercial relationship established between parties introduced or connected by VDV Sourcing.

2. Applicability

2.1 These General Terms and Conditions apply to all quotations, assignments, agreements and Services provided by VDV Sourcing.

2.2 These General Terms and Conditions apply exclusively to business-to-business relationships. VDV Sourcing does not provide its Services to consumers unless expressly agreed otherwise in writing.

2.3 Any terms and conditions of the Client or another party are expressly rejected unless VDV Sourcing accepts them in writing.

2.4 Deviations from these General Terms and Conditions are valid only when agreed in writing.

2.5 If an individual agreement between VDV Sourcing and the Client conflicts with these General Terms and Conditions, the individual agreement shall prevail for that specific matter.

3. Role of VDV Sourcing

3.1 VDV Sourcing operates as an independent sourcing and commercial intermediary.

3.2 Depending on the assignment, VDV Sourcing may:

• identify potential buyers, suppliers, manufacturers or products;
• investigate sourcing opportunities;
• introduce buyers and suppliers;
• facilitate initial communications;
• exchange commercial information between parties;
• assist parties during initial discussions or negotiations; and
• provide other sourcing-related services as agreed.

3.3 Unless expressly agreed otherwise in writing, VDV Sourcing does not act as:

• the buyer of the products;
• the seller of the products;
• importer or exporter of record;
• distributor;
• reseller;
• manufacturer;
• freight forwarder;
• carrier;
• customs representative;
• payment service provider;
• inspection company; or
• guarantor of either party’s obligations.

3.4 VDV Sourcing does not acquire ownership or title to products involved in a Transaction.

3.5 VDV Sourcing does not take possession of the products unless expressly agreed otherwise in writing.

4. Agreements between Buyer and Supplier

4.1 Any purchase or supply agreement resulting from an introduction by VDV Sourcing is entered into directly between the Buyer and Supplier unless expressly agreed otherwise in writing.

4.2 VDV Sourcing is not a party to such purchase or supply agreement.

4.3 Buyer and Supplier are solely responsible for negotiating and agreeing upon all commercial terms of their Transaction, including but not limited to:

• product specifications;
• quantities;
• prices;
• payment terms;
• delivery terms;
• Incoterms;
• transport;
• insurance;
• customs formalities;
• taxes and duties;
• product documentation;
• warranties;
• inspection;
• acceptance procedures;
• returns; and
• claims.

4.4 The parties are responsible for ensuring that their Transaction and products comply with all applicable laws and regulations.

5. Verification and Due Diligence

5.1 VDV Sourcing will use reasonable commercial efforts when identifying and introducing potential business partners.

5.2 An introduction, recommendation or provision of contact details by VDV Sourcing does not constitute a guarantee, certification or endorsement of a Buyer, Supplier, manufacturer, product or business opportunity.

5.3 Unless expressly agreed otherwise in writing, VDV Sourcing is not responsible for independently verifying:

• creditworthiness;
• financial stability;
• ownership structures;
• authority to enter into agreements;
• licences or permits;
• product certifications;
• intellectual property rights;
• regulatory compliance;
• production capacity;
• product authenticity;
• product quality;
• solvency; or
• reliability of another party.

5.4 Buyers and Suppliers remain responsible for conducting their own due diligence before entering into a Transaction.

5.5 VDV Sourcing may request company documentation, registration details, VAT information, product documentation, samples or other information but does not guarantee the accuracy or authenticity of information supplied by third parties.

6. Products and Product Information

6.1 Product descriptions, specifications, photographs, certificates, prices, stock quantities, delivery times and other product-related information supplied by VDV Sourcing may originate from Suppliers or other third parties.

6.2 VDV Sourcing will endeavour to communicate such information accurately but does not independently warrant its completeness or accuracy unless expressly agreed otherwise.

6.3 The Buyer is responsible for confirming relevant specifications and requirements directly with the Supplier before entering into a Transaction.

6.4 The Supplier is responsible for ensuring that all product information provided to VDV Sourcing or potential Buyers is accurate, complete and not misleading.

6.5 VDV Sourcing does not provide any warranty regarding the quality, merchantability, fitness for purpose, safety, authenticity or regulatory compliance of products supplied by third parties.

7. Quotations and Sourcing Requests

7.1 Unless otherwise stated, quotations and proposals issued by VDV Sourcing are non-binding.

7.2 Product prices, availability and quantities communicated during a sourcing process may change before a Transaction is concluded.

7.3 VDV Sourcing cannot guarantee that a sourcing request will result in a suitable Supplier, Buyer, product or Transaction.

7.4 VDV Sourcing may reject or discontinue a sourcing request where it reasonably considers the request commercially impractical, unlawful, misleading, unsafe or inconsistent with its business activities.

8. Fees and Commission

8.1 The Client shall pay VDV Sourcing the fee or commission agreed for the relevant assignment.

8.2 The amount, percentage, calculation method and moment at which commission becomes payable may be agreed separately for each assignment.

8.3 Unless otherwise agreed in writing, fees and commissions are stated exclusive of VAT and other applicable taxes.

8.4 Where commission is based on the value of a Transaction, the Client shall provide VDV Sourcing with the information reasonably necessary to determine the correct commission.

8.5 Unless otherwise agreed in writing, commission becomes due when the Buyer and Supplier conclude a Transaction resulting from an introduction or sourcing activity performed by VDV Sourcing.

8.6 Cancellation, modification, delayed delivery or another subsequent event between Buyer and Supplier does not automatically cancel VDV Sourcing’s right to an already earned commission, unless otherwise agreed in writing.

9. Introductions and Circumvention

9.1 A business contact introduced by VDV Sourcing as part of an assignment shall be regarded as an introduction by VDV Sourcing.

9.2 The Client shall not intentionally circumvent VDV Sourcing for the purpose of avoiding an agreed commission or fee.

9.3 If an introduced Buyer and Supplier conclude a Transaction directly after having been introduced through VDV Sourcing, any agreed commission remains payable in accordance with the relevant commission agreement.

9.4 This provision applies only insofar as the Transaction can reasonably be attributed to the introduction or sourcing activities performed by VDV Sourcing.

9.5 Any specific duration during which commission remains payable on repeat or subsequent Transactions shall be agreed separately in the relevant assignment, commission agreement or engagement confirmation.

10. Payment

10.1 Unless otherwise agreed in writing, invoices issued by VDV Sourcing shall be payable within 14 days of the invoice date.

10.2 The Client may not suspend payment or offset amounts against an invoice unless permitted by mandatory law or agreed in writing.

10.3 If an invoice remains unpaid after the payment deadline, VDV Sourcing may charge statutory commercial interest and reasonable collection costs in accordance with applicable Dutch law.

10.4 All reasonable extrajudicial and judicial costs incurred in collecting overdue amounts may be charged to the Client insofar as permitted by law.

11. Payments between Buyer and Supplier

11.1 Unless expressly agreed otherwise in writing, payments relating to products shall be made directly between Buyer and Supplier.

11.2 VDV Sourcing is not responsible for:

• collecting the purchase price;
• holding funds on behalf of either party;
• refunding purchase payments;
• guaranteeing payment;
• guaranteeing delivery; or
• compensating either party if the other party fails to perform.

11.3 Each party is responsible for selecting an appropriate and sufficiently secure payment method for the Transaction.

12. Transport, Delivery and Customs

12.1 Unless expressly agreed otherwise in writing, VDV Sourcing is not responsible for transport, shipping, loading, unloading, warehousing, insurance, customs clearance or import/export documentation.

12.2 Any assistance provided by VDV Sourcing in obtaining transport quotations or introducing logistics providers is provided solely as an intermediary service.

12.3 VDV Sourcing does not guarantee delivery dates or transport performance provided by third parties.

12.4 Buyer and Supplier are responsible for agreeing upon the applicable delivery terms, including any relevant Incoterm.

13. Obligations of the Client

13.1 The Client shall provide VDV Sourcing with accurate and sufficiently complete information necessary to perform the Services.

13.2 The Client shall promptly notify VDV Sourcing of information or circumstances relevant to an assignment.

13.3 The Client is responsible for checking whether products, suppliers, buyers and Transactions meet its commercial, technical, legal and regulatory requirements.

13.4 The Client shall not provide VDV Sourcing with false, misleading, fraudulent or unlawful information.

13.5 The Client shall comply with applicable laws and regulations, including applicable sanctions, export controls, anti-bribery rules, competition law, tax law and product regulations.

14. No Guarantee of Results

14.1 VDV Sourcing performs its Services on a best-efforts basis unless a specific result has expressly been guaranteed in writing.

14.2 VDV Sourcing does not guarantee:

• that a suitable Buyer or Supplier will be found;
• that parties will agree on commercial terms;
• that a Transaction will be concluded;
• any particular price, margin or financial result;
• availability of products;
• continuity of supply; or
• success of a business relationship.

15. Liability

15.1 VDV Sourcing shall only be liable for direct damage attributable to a culpable failure by VDV Sourcing in the performance of its own contractual obligations.

15.2 To the maximum extent permitted by applicable law, VDV Sourcing shall not be liable for indirect or consequential damage, including but not limited to:

• loss of profit;
• loss of revenue;
• loss of business;
• loss of production;
• loss of contracts;
• loss of opportunity;
• reputational damage;
• loss caused by business interruption; or
• claims made against the Client by third parties.

15.3 VDV Sourcing shall not be liable for acts or omissions of independent Buyers, Suppliers, manufacturers, carriers, logistics providers or other third parties.

15.4 In particular, VDV Sourcing shall not be liable for damage arising from:

• non-delivery or late delivery;
• defective or non-conforming products;
• incorrect quantities;
• counterfeit products;
• product recalls;
• transport damage;
• customs delays;
• import or export restrictions;
• insolvency or bankruptcy of another party;
• non-payment by a Buyer;
• failure by a Supplier to refund payments;
• inaccurate information provided by third parties; or
• breach of contract between Buyer and Supplier.

15.5 To the extent permitted by applicable law, the total liability of VDV Sourcing arising from an assignment shall be limited to the amount of fees or commission actually paid to VDV Sourcing for the assignment giving rise to the claim, or, where applicable and higher, the amount actually paid out under VDV Sourcing’s relevant business liability insurance for the claim.

15.6 Nothing in these General Terms and Conditions excludes or limits liability where such exclusion or limitation is prohibited by mandatory law, including liability resulting from intent or deliberate recklessness where applicable.

16. Indemnification

16.1 To the extent permitted by applicable law, the Client shall indemnify VDV Sourcing against third-party claims resulting from:

• inaccurate information supplied by the Client;
• products sold or supplied by the Client;
• infringement of intellectual property rights by the Client or its products;
• violation of applicable laws or regulations by the Client; or
• contractual obligations undertaken by the Client towards another party,

except to the extent the claim results directly from conduct for which VDV Sourcing is legally liable.

17. Confidentiality

17.1 Parties shall treat confidential commercial information received in connection with an assignment as confidential.

17.2 Confidential information may include pricing, sourcing information, supplier details, buyer requirements, customer information, product information and commercial strategies.

17.3 Confidentiality does not apply to information that:

• was already lawfully known;
• is publicly available without breach of confidentiality;
• was lawfully obtained from another source; or
• must be disclosed pursuant to law or an order from a competent authority.

17.4 Where necessary to perform a sourcing assignment, VDV Sourcing may disclose relevant information to potential Buyers, Suppliers or professional advisers, provided such disclosure is reasonably necessary for the assignment.

18. Intellectual Property

18.1 Documents, analyses, sourcing reports, databases, presentations, methods and other materials created by VDV Sourcing remain the intellectual property of VDV Sourcing unless otherwise agreed in writing.

18.2 The Client may use materials supplied by VDV Sourcing for the purpose for which they were provided but may not reproduce or commercially exploit them outside that purpose without prior written permission.

19. Force Majeure

19.1 VDV Sourcing shall not be liable for failure or delay in performing its obligations where caused by circumstances beyond its reasonable control.

19.2 Such circumstances may include, where relevant, natural disasters, war, terrorism, strikes, governmental measures, sanctions, epidemics, cyber incidents, telecommunications failures, transport disruptions, border closures and serious failures of essential third-party services.

19.3 During force majeure, the affected obligations may be suspended for the duration of the relevant circumstances.

20. Termination

20.1 Either party may terminate an ongoing sourcing assignment in accordance with the arrangements made for that assignment.

20.2 VDV Sourcing may suspend or terminate its Services immediately where:

• the Client materially breaches an agreement;
• invoices remain unpaid;
• the Client provides materially false or misleading information;
• VDV Sourcing reasonably suspects fraud or unlawful activity; or
• continuing the relationship could reasonably expose VDV Sourcing to legal or serious reputational risk.

20.3 Termination does not affect rights and payment obligations already accrued before termination, including any commission already earned.

21. Data Protection

21.1 Personal data shall be processed in accordance with applicable data protection legislation and the VDV Sourcing Privacy Policy.

21.2 Business contact information may be shared where reasonably necessary to perform a sourcing assignment or facilitate an agreed introduction.

22. Amendments

22.1 VDV Sourcing may amend these General Terms and Conditions from time to time.

22.2 The version applicable to an assignment is, in principle, the version made available to the Client when the relevant agreement was concluded, unless a later version is validly agreed between the parties.

23. Severability

23.1 If any provision of these General Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in effect.

23.2 The invalid or unenforceable provision shall, where possible, be replaced by a valid provision that most closely reflects its intended commercial purpose.

24. Governing Law

24.1 All agreements between VDV Sourcing and the Client shall be governed exclusively by Dutch law, unless mandatory law provides otherwise.

24.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) to the agreement for Services between VDV Sourcing and its Client is excluded.

25. Disputes

25.1 Parties shall first attempt in good faith to resolve any dispute through consultation.

25.2 If no amicable solution can be reached, disputes shall be submitted to the competent Dutch court in the district in which VDV Sourcing has its registered place of business, insofar as such choice of forum is legally permitted.

26. Contact Details

VDV Sourcing
Chamber of Commerce (KvK): 42121770
VAT: NL005511168B26
Brikhof 8, Purmerend, The Netherlands

Email: [EMAIL ADDRESS]
Telephone: [PHONE NUMBER]