Terms and conditions.

Company details and order of precedence

Trading name: Sin-Ergy B.V..

Registered office/place of business: Alphen aan den Rijn, the Netherlands.

Visiting/postal address: Nikkelweg 217, 2401 MM Alphen aan den Rijn.

Chamber of Commerce number: 97651990.

VAT identification number: NL868159396B01.

Telephone: +31 (0)172 263 058.

Email: service@sin-ergy.com.

Website: https://sin-ergy.nl.

R.1 In the event of a conflict, unless agreed otherwise in writing, the following order of precedence applies: (a) the agreement signed by both parties; (b) Sin-Ergy's order confirmation; (c) the quotation and any scope of work; (d) these general terms and conditions; and (e) other appendices.

R.2 Deviations apply only to the relevant agreement and only where Sin-Ergy has accepted them in writing.

Article 1 — Definitions

1.1 Sin-Ergy: Sin-Ergy B.V., established in Alphen aan den Rijn, registered with the Chamber of Commerce under number 97651990.

1.2 Client: any legal entity or natural person acting in the exercise of a profession or business that negotiates with Sin-Ergy or enters into an agreement.

1.3 Agreement: every agreement between Sin-Ergy and the Client, including quotation, order confirmation, work order, scope of work and these terms and conditions.

1.4 Work: all services to be performed by or on behalf of Sin-Ergy, including inspection, maintenance, testing, fault investigation, repair, retrofit, engineering, advice, commissioning, reporting and support.

1.5 Asset: any installation, switch, protective relay, component, vessel, sub-installation, software environment or other object to which the Agreement relates.

1.6 Platform: Sin-Ergy's digital environment for, among other things, asset registration, work orders, passports, certificates, measurement data and documents.

1.7 In Writing: by letter or electronic message, including email and a digital order or work-order system used by the parties, provided that the sender and content are sufficiently established.

Article 2 — Applicability and provision

2.1 These terms and conditions apply to all offers, quotations, Agreements, follow-up assignments and legal relationships in which Sin-Ergy supplies goods or services.

2.2 These terms and conditions are intended exclusively for business Clients. The Client's terms and conditions are expressly rejected, including where they are referred to in a purchase order or other document.

2.3 The Client accepts that the terms and conditions are provided electronically. The accompanying quotation or order confirmation states where a copy that can be stored durably is available.

2.4 If a provision proves void or voidable, the remaining provisions remain in force. The parties shall replace that provision with a valid provision that approximates its purpose and intent as closely as possible.

Article 3 — Offers and formation

3.1 All offers and quotations are without obligation and valid for thirty days, unless stated otherwise. Obvious errors, clerical errors and calculation errors do not bind Sin-Ergy.

3.2 An Agreement is formed by written acceptance of the quotation, an order confirmation from Sin-Ergy, a work order issued by the Client, or when Sin-Ergy commences with the Client's consent.

3.3 Images, drawings, weights, dimensions, performance, delivery times and technical descriptions are indicative unless expressly designated as binding.

3.4 Before commencement, Sin-Ergy may require an advance payment, payment term, credit check, security or written confirmation of authority.

Article 4 — Scope and performance of the assignment

4.1 Sin-Ergy performs the Agreement as a careful and expert technical service provider. Unless a specific result has been guaranteed in writing, the obligation is one of best efforts.

4.2 The Work is limited to the agreed scope and the acts reasonably associated with it. Work on unmentioned components, circuits, protection functions or ancillary installations is not included.

4.3 Sin-Ergy determines the method of performance and may engage qualified employees, auxiliary persons and subcontractors.

4.4 Stated time limits are indicative and are not strict deadlines. Default occurs only after Sin-Ergy has been given written notice of default and a reasonable cure period has expired unused.

4.5 Sin-Ergy may perform the Work in phases and invoice each phase separately.

Article 5 — Client information and cooperation

5.1 The Client shall provide in a timely manner all complete and correct data that may be required, including diagrams, manuals, asset data, history, settings, selectivity data, fault information and information on earlier modifications.

5.2 Sin-Ergy may rely on the accuracy and completeness of the information provided. The consequences of incorrect, incomplete or late information are for the Client's account and risk.

5.3 The Client shall ensure timely access, work permits, access passes, lifting and transport equipment, lighting, auxiliary power, connection points, workspace and other agreed facilities.

5.4 The Client shall appoint an authorised contact person and, where relevant, an installation manager, person responsible for the work or vessel manager who can make decisions.

5.5 Waiting time, additional visits, demobilisation, remanning and other costs due to insufficient cooperation are charged as additional work.

Article 6 — Safety, release and suspension

6.1 The Client is responsible for safe operations, shut-down, isolation, lockout, earthing, verification of absence of voltage and formal release of the installation, unless this Work has expressly been assigned to Sin-Ergy.

6.2 The Client shall inform Sin-Ergy in advance of all site and installation risks, including residual energy, backfeed, emergency supplies, batteries, capacitors, explosion hazards, asbestos, contamination, confined spaces and simultaneous work.

6.3 Sin-Ergy may immediately refuse, interrupt or suspend Work where, in its reasonable opinion, the situation is unsafe, unclear or contrary to laws or regulations. This does not constitute a failure by Sin-Ergy.

6.4 Costs and delays resulting from an unsafe or unreleased work situation are for the Client's account, unless attributable exclusively to Sin-Ergy.

6.5 Operating and switching actions are performed only by, or under the responsibility of, the Client's authorised person, unless agreed otherwise in writing.

Article 7 — Additional work and changes

7.1 Work outside the agreed scope constitutes additional work. Sin-Ergy shall notify this in advance where practicable, but may perform necessary safety or damage-mitigation actions immediately.

7.2 Additional work is calculated at the applicable rates, increased by material, travel, accommodation, transport and other costs.

7.3 Changes in scope, planning, location, safety regime, technical assumptions or reporting requested by the Client may result in an adjustment to price and time.

7.4 The absence of a prior written price agreement does not remove the payment obligation for demonstrably instructed or necessary additional work.

Article 8 — Inspections, measurements and test certificates

8.1 An inspection, measurement, test, report or certificate represents the condition of the examined parts at the time and under the conditions of the test.

8.2 A favourable result is not a guarantee of future fault-free operation, remaining life, selectivity of the entire installation or suitability for a use other than that examined.

8.3 The assessment is limited to accessible and tested parts. Hidden, intermittent, material and design defects may remain undetected.

8.4 Measurement results may be affected by environmental conditions, measurement setup, tolerances, manufacturer data and settings or reference values supplied by the Client.

8.5 The Client remains responsible for the decision to release, operate, sail, resume production and follow up findings and recommendations.

8.6 Reports and certificates may be used only in full, unaltered and with identification of the relevant Asset.

Article 9 — Protection settings, selectivity and settings

9.1 Sin-Ergy changes protection, trip, time or communication settings only on the basis of a written instruction and sufficient technical starting points.

9.2 Unless a complete network and selectivity study has been agreed, Sin-Ergy does not verify whether settings are selective, safe or systemically optimal in all operating and fault situations.

9.3 The Client authorises the final settings and retains a validated backup. Before making changes, Sin-Ergy may require the Client's written approval.

9.4 Sin-Ergy is not responsible for manufacturer- or customer-specific passwords, locks, licences or changes made by third parties after completion.

Article 10 — Existing, hidden and test-induced defects

10.1 Sin-Ergy is not liable for pre-existing defects, normal wear and tear, ageing, corrosion, contamination, material fatigue, obsolete parts, defective design or earlier incorrect work by third parties.

10.2 The Client accepts that correctly performed operation, disassembly, maintenance or testing may cause an already weakened component to fail or may reveal an existing defect.

10.3 Such failure does not constitute a failure by Sin-Ergy unless it was directly caused by a demonstrable performance error by Sin-Ergy.

10.4 If an unexpected defect becomes apparent during the Work, Sin-Ergy may stop the work and propose an additional price and schedule.

Article 11 — Repair, retrofit and component selection

11.1 In repairs and retrofits, Sin-Ergy relies on available dimensions, manufacturer data, drawings and information from the Client. Final suitability may depend on physical inspection and functional testing.

11.2 Replacement components may be technically equivalent or functionally comparable where the original part is unavailable or not available in time, provided the Client agrees where the deviation is material.

11.3 Modifications necessary due to differing dimensions, wiring, interlocks, auxiliary voltages or field conditions constitute additional work.

11.4 Unless expressly included, a retrofit does not include a complete recalculation or certification of the entire installation, construction, short-circuit resistance, thermal management or selectivity.

11.5 Used, refurbished or Client-supplied parts are used at the Client's risk, except for demonstrable errors by Sin-Ergy in installation.

Article 12 — Completion and commissioning

12.1 Work is deemed completed once it has been completed and notified, the object has been put into use, or the Client should reasonably have accepted the work.

12.2 Minor outstanding items that do not prevent safe use do not prevent completion and payment and are dealt with within a reasonable period.

12.3 Commissioning of the installation or vessel takes place under the Client's responsibility. Sin-Ergy provides only technical findings within the agreed scope.

12.4 After the Work, the Client shall restore the normal operating configuration, unless this is part of the scope and has been verified jointly.

Article 13 — Delivery, risk and retention of title

13.1 Delivery times are indicative. Delay by manufacturers, carriers, customs or suppliers gives no right to compensation or termination as long as delivery remains reasonably possible.

13.2 Risk in goods passes on delivery at the agreed location or, on collection, as soon as the goods are made available. Incoterms apply only where agreed in writing and with the year specified.

13.3 All goods delivered remain Sin-Ergy's property until the Client has paid in full all claims arising from the relevant legal relationship, including interest and costs.

13.4 The Client shall keep goods subject to retention of title identifiable and with due care, insure them and grant Sin-Ergy access to repossess them in the event of payment default.

13.5 Partial deliveries are permitted and may be invoiced separately.

Article 14 — Transport, storage and specially ordered goods

14.1 Transport, packaging, insurance, import duties, customs costs and special inspection or documentation costs are for the Client's account unless included in writing.

14.2 If the Client fails to take delivery in time, Sin-Ergy may store the goods for the Client's account and risk and invoice delivery as completed.

14.3 Specially ordered, modified, programmed or assembled goods and retrofit kits cannot be cancelled or returned unless Sin-Ergy agrees in writing.

14.4 Returns require prior written permission and are at the Client's account and risk.

Article 15 — Prices and costs

15.1 All prices exclude VAT and other levies unless expressly stated otherwise.

15.2 Travel time, kilometres, parking, tolls, ferry, air travel, hotel, accommodation, transport, visa, medical examination and mobilisation costs are calculated separately unless demonstrably included in a fixed price.

15.3 Evening, night, weekend, public holiday, offshore and foreign-work surcharges are calculated in accordance with the quotation or rates applicable at the time of performance.

15.4 Sin-Ergy may adjust prices for changes in wages, material prices, manufacturer prices, currency, import duties, taxes or legislation after the quotation date. For fixed prices, this applies only to unforeseen increases that should not reasonably remain for Sin-Ergy's account.

Article 16 — Planning, cancellation, postponement and waiting time

16.1 The Client shall immediately notify postponement or cancellation in writing. Costs already incurred and irreversible commitments are always payable.

16.2 On cancellation up to ten working days before the scheduled start, 25% of the estimated labour value is payable; from ten to five working days, 50%; and within five working days, 100%, in addition to purchased materials and travel and accommodation costs. Sin-Ergy does not charge more than its reasonably anticipated loss and costs.

16.3 Delay due to docking, sailing schedule, port, access, permits, shut-down, simultaneous work or an unavailable installation constitutes waiting time and is charged at the agreed or applicable rate.

16.4 Following postponement, Sin-Ergy may reschedule reserved capacity based on availability. The original completion date lapses.

Article 17 — Payment

17.1 Invoices are payable within thirty days of the invoice date, without discount, set-off or suspension, unless agreed otherwise in writing.

17.2 In the event of late payment, the Client owes statutory commercial interest without further notice of default, as well as reasonable extrajudicial and judicial collection costs.

17.3 In the event of payment arrears or reasonable doubt about creditworthiness, Sin-Ergy may suspend further performance and delivery and require additional security.

17.4 Objections to an invoice must be notified with reasons within fourteen days of the invoice date. An objection does not suspend the payment obligation for the undisputed part.

17.5 All Sin-Ergy claims become immediately due and payable upon bankruptcy, suspension of payments, liquidation, material attachment or termination of the Client's business.

Article 18 — Complaints and right to remedy

18.1 The Client shall inspect delivered goods and Work as soon as possible. Visible defects must be reported in writing and with sufficient specification within seven days after delivery or completion.

18.2 Non-visible defects must be reported within seven days of discovery and no later than within the applicable warranty period.

18.3 The Client shall enable Sin-Ergy to investigate the defect and, within a reasonable period, remedy it, perform again or replace the relevant part.

18.4 Costs of repairs performed by third parties are recoverable only where Sin-Ergy agreed in writing in advance or, after proper notice of default, fails to act within a reasonable period, except in a demonstrable emergency requiring immediate intervention.

18.5 A complaint does not release the Client from payment of undisputed invoices.

Article 19 — Warranty

19.1 Unless agreed otherwise in writing, Sin-Ergy warrants for three months after completion that its own Work is free from demonstrable performance errors.

19.2 New delivered parts are subject only to the transferable manufacturer warranty, unless Sin-Ergy expressly provides an additional warranty.

19.3 At Sin-Ergy's choice, the warranty includes repair, re-performance or replacement. Travel, offshore, disassembly, transport and consequential costs are covered only where agreed in writing.

19.4 The warranty lapses in the event of normal wear, improper use, overloading, inadequate maintenance, changed settings, intervention by third parties, external causes or use contrary to instructions.

19.5 No warranty is provided for used, refurbished, obsolete or Client-supplied components, except for the proper performance of the agreed Work.

Article 20 — Liability

20.1 Sin-Ergy is liable only for direct damage that is the direct result of an attributable failure and after Sin-Ergy has been given the opportunity to remedy it, unless remedy is permanently impossible.

20.2 Direct damage includes only reasonable costs to establish cause and extent, reasonable costs to prevent or limit direct damage, and reasonable repair costs for Sin-Ergy's specific performance.

20.3 Sin-Ergy's total liability per event or series of related events is limited to the amount paid by its liability insurer for the relevant claim, plus the applicable deductible.

20.4 If, for any reason, no insurance payment is made, total liability is limited to the invoiced amount excluding VAT for the part of the Agreement to which the liability relates, subject to an absolute maximum of EUR 50,000. For a continuing agreement, the maximum is the invoice amount over the preceding six months, also up to EUR 50,000.

20.5 The limitations do not apply to damage caused by intent or deliberate recklessness of Sin-Ergy's management, nor to the extent limitation is not permitted by mandatory law.

20.6 Any claim lapses if it is not made in writing within twelve months after the Client became aware, or could reasonably have become aware, of the damage and possible liability.

Article 21 — Excluded damage

21.1 Sin-Ergy is not liable for indirect or consequential damage, including loss of profit and turnover, lost savings, production loss, business interruption, loss of data, reputational damage and contractual penalties owed to third parties.

21.2 For maritime and offshore assignments, the following are also excluded: off-hire, loss of charter, missed departure, berth, port, towing and salvage costs, loss of or damage to cargo and costs of replacement transport, energy or equipment.

21.3 Sin-Ergy is not liable for damage to parts or systems outside the agreed scope, except directly caused property damage due to a demonstrable performance error.

21.4 Penalties, liquidated damages or liability arrangements of the Client with third parties bind Sin-Ergy only where it has expressly accepted them in writing in advance.

Article 22 — Indemnity and third parties

22.1 The Client indemnifies Sin-Ergy against third-party claims arising from incorrect information, unsafe operations, acts of the Client or use of the performance outside the agreed purpose, insofar as the claim was not caused by Sin-Ergy.

22.2 Sin-Ergy's employees, directors, auxiliary persons, suppliers and subcontractors may invoke against the Client all limitations, exclusions and limitation periods in these terms and conditions as an irrevocable third-party stipulation.

22.3 Sin-Ergy is not liable for failures by suppliers or third parties prescribed by the Client, unless Sin-Ergy demonstrably acted carelessly in their selection.

Article 23 — Force majeure

23.1 Neither party is obliged to perform for as long as force majeure prevents it from doing so. For Sin-Ergy, force majeure includes illness or loss of specialist personnel, strikes, war, terrorism, sanctions, export restrictions, epidemic, fire, extreme weather, port restrictions, failure of utility or communication services, cyber incidents, transport disruption, material shortages and failure by a supplier that cannot reasonably be replaced.

23.2 Sin-Ergy shall notify the force majeure situation as soon as reasonably possible and may suspend or adapt performance.

23.3 If force majeure lasts longer than sixty days, either party may terminate the unperformed part in writing without compensation. Work already performed and costs incurred shall be settled.

Article 24 — Intellectual property and documentation

24.1 All intellectual property rights in Sin-Ergy's methods, formats, models, software, configurations, calculations and generic knowledge remain with Sin-Ergy or its licensors.

24.2 After full payment, the Client receives a non-exclusive right to use reports, certificates and documentation prepared specifically for it for internal operations and maintenance of the relevant Asset.

24.3 The Client may not alter documents, use them misleadingly in part, reuse them commercially or provide them to third parties outside the purpose of the Agreement, except as required by law or with written permission.

24.4 Sin-Ergy may use general experience and non-identifiable technical knowledge from the assignment for other work.

Article 25 — Sin-Ergy Platform and digital services

25.1 The Platform supports the registration and disclosure of information, but does not replace legally required inspection, original manufacturer documentation, operating procedure or assessment by an authorised expert.

25.2 The Client is responsible for the accuracy, lawfulness and currency of data it provides and for managing users and access rights.

25.3 Sin-Ergy strives for appropriate availability and security but does not guarantee uninterrupted or error-free operation. Maintenance, updates, failures and third-party dependencies may temporarily restrict access.

25.4 Historical asset data not established by Sin-Ergy is included as Client-supplied or reconstructed information and is not deemed verified by Sin-Ergy.

25.5 On termination, Sin-Ergy shall, upon request and at applicable rates, provide a reasonable export of available Client data in a common format, insofar as technically and legally possible.

25.6 Specific service levels, retention periods, processor agreements and migration obligations apply only if agreed in writing.

Article 26 — Confidentiality and personal data

26.1 The parties shall keep confidential technical, commercial and business information secret and use it solely for the Agreement, unless disclosure is required by law.

26.2 The confidentiality obligation does not apply to information demonstrably already public, lawfully obtained from a third party or independently developed.

26.3 The parties process personal data in accordance with applicable privacy legislation. If Sin-Ergy processes personal data on behalf of the Client, the parties shall enter into a separate data processing agreement where necessary.

26.4 Sin-Ergy may use the Client's name or logo as a reference only with prior consent.

Article 27 — Sanctions, export and integrity

27.1 The Client warrants that the assignment, end user, vessel, location and goods do not contravene applicable sanctions, export-control or anti-corruption rules.

27.2 On request, the Client shall provide information on end use, flag, owner, operator, destination and parties involved.

27.3 Sin-Ergy may suspend or terminate performance where there is a reasonable risk of a breach or of reputational or safety risk. Sin-Ergy then owes no compensation; Work already performed and costs incurred remain payable.

Article 28 — Term, suspension and termination

28.1 Sin-Ergy may suspend or terminate the Agreement in whole or in part where the Client, after a reasonable cure period, materially fails to perform, does not provide necessary security or does not ensure safety.

28.2 Immediate termination is possible in the event of bankruptcy, liquidation, serious integrity breach, prohibited end use or a situation in which continuation cannot reasonably be required.

28.3 Termination leaves payment obligations, limitations of liability, confidentiality, intellectual property and dispute provisions in force.

28.4 On termination, the Client shall pay for all Work performed, goods ordered, cancellation costs and commitments reasonably entered into.

Article 29 — Assignment and amendments

29.1 The Client may not assign, pledge or subcontract rights and obligations under the Agreement without Sin-Ergy's prior written permission.

29.2 Sin-Ergy may assign its claims and assign the Agreement within its group or in connection with a business transfer, provided continuity of performance is reasonably preserved.

29.3 Sin-Ergy may amend these terms and conditions. Amended terms apply to new Agreements and, after reasonable notice, to continuing Agreements. In the event of a materially adverse amendment, the Client may terminate the continuing Agreement as of its effective date.

Article 30 — Governing law and disputes

30.1 Dutch law applies to all legal relationships with Sin-Ergy.

30.2 The Vienna Sales Convention (CISG) is excluded.

30.3 The parties shall first attempt to resolve a dispute through consultation between authorised representatives. This does not prevent applications for urgent measures or interruption of limitation periods.

30.4 Disputes shall be submitted exclusively to the competent court in the district where Sin-Ergy has its registered office, unless mandatory law provides otherwise.

30.5 The Dutch text prevails. A translation is for information only, unless agreed otherwise in writing.