Version: v0.1   |   Effective date: 17/04/2026

1. Parties, Scope and Application

1.1 These General Terms and Conditions of Sale ("GTC") apply to all quotations, order confirmations, sales contracts and deliveries of goods and/or services by [EDGE-GAS legal entity name] ("Seller") to its business customers ("Buyer").

1.2 Seller’s quotations are invitations to treat unless expressly stated as binding. Any deviation from these GTC requires Seller’s written acceptance.

1.3 Buyer’s general purchasing terms are excluded, even if Seller does not expressly object, unless Seller accepts them in writing.

1.4 If Seller supplies both goods and services (e.g., engineering, commissioning, installation supervision), these GTC apply together with any Special Conditions or Statement of Work ("SOW") agreed for the project. In case of conflict: (i) SOW/Special Conditions, (ii) Order Confirmation, (iii) these GTC.

Seller details (to be completed):

• • Legal name: EDGE-GAS

• • Registered address: [ ]

• • Registration number: [ ]

• • VAT/Tax ID: [ ]

2. Definitions

"Goods" means equipment, components, spare parts, consumables and software/firmware delivered on a tangible medium if any. "Services" means engineering, advisory, supervision, installation, commissioning, training, maintenance, and other professional services. "Order Confirmation" means Seller’s written confirmation of Buyer’s order. "Incoterms" means the ICC Incoterms® rules (latest edition specified in the Order Confirmation).

3. Quotations, Orders and Contract Formation

3.1 A contract is formed only when Seller issues an Order Confirmation or begins performance after receiving Buyer’s order.

3.2 Any technical, commercial or delivery dates stated by Seller are estimates unless expressly confirmed as binding.

3.3 Seller may require advance payment, a letter of credit, guarantees or credit insurance approval, especially for first-time Buyers or high-value orders. Any such requirements, as well as any deviations from the standard milestone payment terms set out in Section 5.1, must be stated in the Order Confirmation/SOW.

4. Prices, Taxes and Invoicing

4.1 Prices are as stated in the Order Confirmation. Unless stated otherwise, prices are net, ex works (Incoterms) and exclude VAT, customs duties, insurance, installation and any permits.

4.2 Seller may adjust prices for: (i) changes requested by Buyer, (ii) raw material and freight surcharges, (iii) currency fluctuations where pricing is in a currency other than Seller’s cost base, (iv) changes in law, duties or mandatory standards affecting performance.

4.3 Unless otherwise specified in the Order Confirmation/SOW, Seller may invoice in accordance with the following milestones: (i) 30% upon placement of order, (ii) 40% upon ordering of the main components, and (iii) 30% upon Seller’s notice of readiness for delivery EXW (Incoterms).

5. Payment Terms and Late Payment

5.1 Unless otherwise agreed in writing, payments shall be made as follows: (i) 30% upon placement of order (down payment), (ii) 40% upon ordering of the main components, and (iii) 30% upon Seller’s notice of readiness for delivery EXW (Incoterms).

5.2 Buyer shall pay without set-off or withholding (except where legally mandatory) and bears all bank charges.

5.3 Late payment entitles Seller to: (i) charge statutory/contractual interest of [x]% per annum above the base rate (or the maximum permitted by law), (ii) charge reasonable collection costs, and (iii) suspend further performance including deliveries and services.

5.4 If Buyer’s creditworthiness deteriorates or Buyer is in default, Seller may demand immediate payment of all outstanding amounts and/or adequate security.

6. Delivery, Transfer of Risk, Incoterms

6.1 Delivery terms (including place, mode, Incoterms rule and edition) are as stated in the Order Confirmation. If not stated, delivery is EXW Seller’s facility (Incoterms).

6.2 Risk of loss passes to Buyer upon delivery as per the agreed Incoterms rule. If shipment is delayed at Buyer’s request or for reasons attributable to Buyer, risk passes on the date Seller notifies readiness for dispatch/delivery (as applicable under the agreed Incoterms rule).

6.3 Partial deliveries are permitted unless expressly excluded. Over/under deliveries within customary tolerances are permitted where applicable.

7. Delivery Dates, Delays and Liquidated Damages

7.1 Delivery dates are estimates unless expressly agreed as binding.

7.2 If Seller is in culpable delay for a binding delivery date, Buyer may set a reasonable grace period. If Seller fails to deliver within the grace period, Buyer may cancel the delayed part of the order.

7.3 Any liquidated damages for delay apply only if expressly agreed in the Order Confirmation/SOW and shall be Seller’s sole liability for delay (subject to mandatory law).

8. Acceptance, Inspection and Non-Conformity

8.1 Buyer shall inspect Goods promptly upon receipt and notify Seller in writing of any visible defects or shortages within [7] calendar days.

8.2 Hidden defects must be notified within [7] calendar days after discovery, provided Buyer proves timely discovery under normal use.

8.3 Failure to notify within the above periods constitutes acceptance and waiver of claims for the relevant defect/shortage.

8.4 For engineered systems/projects, acceptance criteria and procedures (FAT/SAT, performance tests, punch lists) shall be defined in the SOW. If Buyer fails to participate or provide prerequisites, acceptance is deemed to occur after Seller’s notice of readiness plus [10] business days.

9. Technical Documentation, Changes and Engineering

9.1 Technical data, drawings and specifications are binding only if expressly referenced in the Order Confirmation/SOW.

9.2 Seller may implement reasonable design changes that do not materially impair agreed performance or safety, particularly to comply with standards or supply chain constraints.

9.3 Buyer-requested changes (scope, schedule, site conditions, interfaces) shall be handled through a written change order, including price and schedule impact.

10. Installation, Site Works and Safety

10.1 Unless expressly included, installation and civil works are Buyer’s responsibility. Buyer shall provide safe site access, utilities, lifting equipment, foundations, permits and qualified personnel.

10.2 Buyer shall ensure compliance with all applicable HSE rules, including hazardous area classification (e.g., ATEX/IECEx), cryogenic and high-pressure safety practices, and gas handling procedures relevant to the site.

10.3 Seller’s personnel may refuse to perform work that is unsafe or non-compliant; resulting delays/costs are for Buyer’s account.

11. Warranty

11.1 Seller warrants that Goods will substantially conform to the agreed specifications and be free from material defects in workmanship and materials for a period of [12] months from delivery (or [12] months from commissioning, capped at [18] months from delivery), unless otherwise stated.

11.2 Seller’s warranty is limited to, at Seller’s option, repair or replacement of the defective Goods or parts, or refund of the purchase price for the defective part, provided Buyer returns the defective part as requested.

11.3 Warranty excludes defects caused by: improper installation, misuse, inadequate maintenance, normal wear and tear, corrosion/contamination, operation outside specified limits, third-party modifications, or failure to follow manuals.

11.4 For third-party branded items, Seller passes through the manufacturer’s warranty to the extent available.

11.5 Buyer’s remedies for defects are exclusive as set out above, subject to mandatory law.

12. Liability and Limitation of Liability

12.1 Seller is liable for damages only in cases of (i) intent or gross negligence, (ii) death or personal injury caused by negligence, (iii) fraudulent concealment, or (iv) liability under mandatory product liability law.

12.2 For ordinary negligence, Seller’s liability is limited to foreseeable, typical damages and capped at the net contract value of the affected order (or [€ / %] cap), whichever is lower, unless mandatory law provides otherwise.

12.3 Seller shall not be liable for indirect or consequential damages, including loss of profit, loss of production, loss of use, downtime, loss of contracts, or reputational loss, even if foreseeable.

12.4 Buyer shall implement appropriate protective measures and safety systems; Seller is not responsible for Buyer’s overall process design, permitting, or safe operation of Buyer’s facility.

13. Retention of Title (Reservation of Ownership)

13.1 Title to Goods remains with Seller until full payment of all amounts due under the contract and any other outstanding claims arising from the business relationship.

13.2 Buyer shall store and insure Goods under retention of title with due care and shall not pledge or transfer title as security.

13.3 In case of resale, Buyer assigns to Seller its receivables against the sub-buyer up to the value of Seller’s unpaid claims; Seller accepts such assignment. Buyer remains authorized to collect receivables unless in default.

14. Intellectual Property and Use Rights

14.1 Seller retains all intellectual property rights in drawings, models, software, know-how, methodologies and documentation provided. No transfer of IP is intended unless explicitly agreed.

14.2 Buyer receives a non-exclusive, non-transferable right to use documentation and embedded software solely for operation and maintenance of the delivered Goods at the specified site.

14.3 Reverse engineering, decompilation or copying of software is prohibited except where expressly permitted by mandatory law.

15. Confidentiality

15.1 Each party shall keep confidential all non-public technical and commercial information received from the other party and use it only for performing the contract.

15.2 Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, or rightfully received from a third party.

15.3 Upon request, parties shall return or destroy confidential information, except where retention is required by law or for reasonable archival purposes.

16. Compliance (Export Control, Sanctions, Anti-Corruption, ESG)

16.1 Buyer shall comply with applicable export control and sanctions laws and shall not export, re-export, transfer or use Goods or Services in violation thereof.

16.2 Each party shall comply with applicable anti-bribery and anti-corruption laws and shall not offer or accept improper payments or advantages.

16.3 Buyer shall ensure any end-use and end-user information requested by Seller is accurate and complete.

17. Force Majeure

17.1 Neither party is liable for failure or delay to the extent caused by events beyond reasonable control, including natural disasters, war, terrorism, epidemics, strikes, supply chain disruptions, governmental actions, or shortage of materials/transport.

17.2 The affected party shall notify the other party and use reasonable efforts to mitigate. If force majeure continues for more than [60] days, either party may terminate the affected part upon written notice.

18. Suspension and Termination

18.1 Seller may suspend performance if Buyer is in payment default (including failure to pay any milestone invoice when due) or fails to provide necessary information, approvals, or site prerequisites.

18.2 Either party may terminate for material breach not cured within a reasonable cure period (e.g., 30 days) after written notice.

18.3 Upon termination for Buyer’s breach or convenience (if allowed), Buyer shall pay for work performed, costs incurred, and reasonable demobilization and cancellation charges.

19. Data Protection and Cybersecurity (if applicable)

19.1 Where personal data is processed, the parties shall comply with applicable data protection law (e.g., GDPR) and agree roles (controller/processor) as needed in a data processing addendum.

19.2 Buyer shall implement appropriate cybersecurity measures for any networks connected to Goods (e.g., remote monitoring, site digitalization). Seller’s obligations, if any, are limited to those stated in the SOW.

20. Governing Law and Dispute Resolution

20.1 Governing law: Singapore.

20.2 The UN Convention on Contracts for the International Sale of Goods (CISG) applies to the extent permitted by law.

20.3 Disputes shall be subject to the exclusive jurisdiction of the courts of Singapore or, if agreed, arbitration under ICC rules, language English.

21. Miscellaneous

21.1 Assignment: Buyer may not assign rights or obligations without Seller’s prior written consent; Seller may assign to affiliates or financing parties.

21.2 Notices: Notices shall be in writing and sent to the addresses stated in the Order Confirmation; email is valid if acknowledged.

21.3 Severability: If a clause is invalid, the remainder remains effective; parties shall replace invalid provisions with valid ones closest to the economic intent.

21.4 Entire agreement: The contract documents constitute the entire agreement and supersede prior discussions.

Annex A – Special Provisions for Turnkey Projects / Services

A1. Scope boundaries: Define in the SOW what is included/excluded (civil works, utilities, permitting, hazardous area dossiers, third-party inspections).

A2. Site prerequisites: Buyer to provide access, permits, lifting, craneage, utilities, laydown area, and safety induction; delays caused by missing prerequisites are treated as change orders.

A3. Acceptance testing: FAT/SAT procedures, performance guarantees, test media and measurement methods to be defined; repeated tests due to Buyer causes are chargeable.

A4. Warranty for works: For Services, Seller warrants workmanship consistent with industry standards; re-performance is the exclusive remedy.

Annex B – After-Sales, Spare Parts and Maintenance

B1. Spare parts availability, recommended spares lists, and lead times may be provided upon request; prices are subject to change.

B2. Maintenance contracts and service level terms (response times, travel rates, remote support) shall be agreed separately.

Signature Block

EDGE-GAS

By: ___________________________   Name/Title: ___________________________

Date: ___________________________

CUSTOMER

By: ___________________________   Name/Title: ___________________________

Date: ___________________________