General Terms & Conditions
for Scandinavian Oil Services AB
Version April 2026
Article 1 – Definitions
In these General Terms and Conditions, the following terms shall have the meanings set out below:
1.1 SOS Group: The Scandinavian Oil Services group of companies, including, without limitation, the following entities and any of their respective subsidiaries and affiliates:
(a) Scandinavian Oil Services Group, a company incorporated under the laws of Sweden;
(b) Scandinavian Oil Services AB, a company incorporated under the laws of Sweden;
(c) Tjosab Aktiebolag, a company incorporated under the laws of Sweden;
(d) Scandinavian Oil Services B.V., a company incorporated under the laws of the Netherlands;
(e) Scandinavian Oil Services Blending & Logistics, a company incorporated under the laws of Belgium;
(f) Scandinavian Oil Services Middle East FZE, a company under the laws of The United Arab Emirates;
(g) ScanOil Trading, a company incorporated under the laws of the United Arab Emirates.
1.2 ScanOil: The SOS Group entity that is party to the Agreement in question, as identified in the relevant order confirmation or other contractual documentation.
1.3 Services: All services and work performed or to be performed by ScanOil in the field of transport, supply, blending, storage and handling of Goods, and all other services performed on behalf of and agreed with the Client.
1.4. Goods: Liquids, fuels, lubricants, semi-finished products, chemical substances and/or additives, as well as goods within the legal definition thereof.
1.5. Client: The party that has entered into an Agreement with ScanOil or with which Services have been agreed.
1.6. Third Party: A party to whom ScanOil supplies Goods and/or Services on
behalf of the Client, or a party engaged by ScanOil for the performance of its obligations under the Agreement.
1.7. Agreement: The agreement concluded between ScanOil and the Client, to which these General Terms and Conditions apply.
1.8. Staff: All persons, whether or not employed by ScanOil, deployed by ScanOil for the performance of the agreed Services.
1.9. Parties: Client and ScanOil.
1.10. Terminal: The location where ScanOil delivers or receives Goods.
1.11. In Writing: Communication by letter, e-mail or any other electronic means, provided that the identity of the sender can be sufficiently established and the integrity of the content is sufficiently safeguarded.
1.12. Lab Sample: A representative sample of the Goods, taken by or on behalf of the Client or a Third Party in accordance with applicable industry standards,
used to determine the specifications and quality of the Goods.
Article 2 – Applicability
2.1 These General Terms and Conditions apply to all offers, quotations, agreements and Services between ScanOil and Client, unless the Parties have expressly deviated from these General Terms and Conditions In Writing.
2.2 ScanOil expressly rejects the applicability of any general terms and conditions, conditions of purchase or conditions of sale applied by the Client, howsoever named. The applicability of any such terms and conditions is hereby expressly refused within the meaning of Section 6:225(3) of the Dutch Civil Code (where Dutch law applies to the Agreement).
2.3 ScanOil is not bound by any general terms and conditions declared applicable by the Client. In the event that the general terms and conditions of both ScanOil and the Client apply, the General Terms and Conditions of ScanOil shall take precedence.
2.4 Deviation from these General Terms and Conditions is only possible if the Parties have expressly agreed thereto In Writing in advance.
2.5 If ScanOil tacitly permits a deviation from these General Terms and Conditions, this shall not affect its right to demand immediate and strict compliance with these General Terms and Conditions. The Client may never derive any right from the fact that ScanOil applies these General Terms and Conditions with any degree of flexibility.
2.6 In all cases not provided for by these General Terms and Conditions, the Parties shall consult in good faith. Failing agreement, the law governing the Agreement shall apply.
2.7 Should any provision of these General Terms and Conditions be void or voidable, the remaining provisions shall remain in full force and effect. The void or voidable provision(s) shall be replaced by valid provision(s) that reflect, as closely as possible, the purpose and scope of the original provision(s).
2.8 Any lack of clarity regarding the content of these General Terms and Conditions, or situations not provided for herein, shall be interpreted in the spirit of these General Terms and Conditions.
Article 3 – Quotations and Agreements
3.1 All offers and quotations from ScanOil are without obligation. A quotation issued by ScanOil shall be valid for the period stated therein or, in the absence of a stated period, for thirty (30) calendar days from the date of dispatch. If the Client accepts an offer or quotation, ScanOil retains the right to revoke the offer within five (5) working days after receipt of the Client’s acceptance.
3.2 If the Client’s acceptance deviates from the offer set out in the order confirmation, ScanOil shall not be bound thereby
3.3 Offers, quotations, prices and/or rates do not automatically apply to future assignments.
3.4 An Agreement with ScanOil is concluded at the moment that (i) the offer sent by ScanOil is accepted by the Client In Writing, (ii) the order confirmation sent by ScanOil is confirmed by the Client In Writing, or (iii) ScanOil commences the execution of the work with the consent of the Client. The order confirmation is deemed to reflect the full content of the Agreement.
3.5 If, during the term of an Agreement, cost-increasing factors occur — including, without limitation, changes in wages and/or employment conditions, surcharges on wages, premium increases under social legislation, increases in expense allowances, increases in the cost of raw materials, logistics, energy, taxes, duties or other government-imposed charges, and/or cost price increases due to other external factors — ScanOil shall be entitled to adjust the agreed prices accordingly, provided that:
(a) ScanOil notifies the Client of the adjustment In Writing at least thirty (30) days in advance;
(b) the adjustment is substantiated by reference to the relevant cost increase; and
(c) in the event of an adjustment exceeding five percent (5%) of the then-applicable price in any twelve-month period, the Client shall be entitled to terminate the Agreement by written notice with immediate effect within fourteen (14) days after receipt of such notification.
3.6 Additions, amendments and/or further agreements shall only be effective if agreed In Writing.
3.7 Unless the Parties have expressly agreed otherwise In Writing, or unless it follows from the nature or scope of the assignment that it was entered into for a definite period, Agreements between ScanOil and the Client are entered into for an indefinite period of time. This Article is without prejudice to the validity periods applicable to individual quotations under Article 3.1.
3.8 An Agreement for an indefinite period of time may be terminated by either Party by registered letter, subject to a notice period of two (2) months against the end of the calendar month.
3.9 If, after acceptance by ScanOil, an assignment is cancelled by the Client without observance of the notice period referred to in Article 3.8, the Client shall be liable for cancellation costs amounting to twenty-five percent (25%) of the total contract value. This cancellation fee is without prejudice to ScanOil’s right to claim full compensation for damages actually incurred if these exceed the cancellation fee.
3.10 If the Client fails to perform, or fails to properly or timely perform, any obligation under the Agreement, as well as in the event of bankruptcy, suspension of payments, cessation or liquidation of the Client’s enterprise, the Client shall be in default by operation of law. ScanOil shall thereupon have the right, without further notice of default, to suspend the performance of all agreements concluded with the Client or to dissolve them in whole or in part, without being obliged to pay any compensation, and without prejudice to ScanOil’s right to claim damages. In such event, all claims of ScanOil against the Client shall become immediately due and payable.
3.11 On the basis of urgent reasons, either Party shall be entitled to terminate the Agreement with immediate effect without observing any notice period. Urgent reasons shall in any case include:
(a) an application for the grant of a suspension of payments, the filing of a petition for bankruptcy, or any other circumstance resulting in a Party losing the free disposal of its assets; or
(b) a breach of the obligations under the Agreement by one Party that is of such a nature that the other Party cannot reasonably be expected to continue the Agreement.
3.12 Neither Party shall be entitled to compensation if the Agreement is terminated with due observance of the contractually agreed notice period or on the basis of urgent reasons as defined in Article 3.11.
Article 4 – Execution of the Agreement
4.1 The obligation entered into by ScanOil is a best-efforts obligation. ScanOil shall take into account the specific requirements associated with the Services and shall comply with all applicable governmental requirements. All requirements set by the Client with respect to the Services must be agreed In Writing.
4.2 ScanOil shall ensure that all its Staff comply with all applicable governmental regulations with respect to the Services.
4.3 With regard to the safety and delivery of Goods, the relevant terminal regulations shall be binding at all times.
4.4 Unless otherwise agreed In Writing, the Incoterms® 2020 shall apply to all transport services and Services relating to the delivery of Goods. Delivery shall be effected FOB, unless the order confirmation provides otherwise. The provisions of the order confirmation shall prevail.
4.5 The Incoterms® 2020 form part of these General Terms and Conditions as Annex I. In the event of a conflict between the Incoterms® 2020 and these General Terms and Conditions, these General Terms and Conditions shall prevail.
4.6 ScanOil shall have the right to engage Third Parties for the performance of certain Services if this is necessary for the proper execution of the Agreement.
4.7 Any delivery time communicated by ScanOil is indicative and shall not constitute a deadline. The Client acknowledges that delivery times may fluctuate due to circumstances beyond ScanOil’s control.
4.8 Delivery times specified by ScanOil are based on the working conditions applicable at the date of conclusion of the Agreement and on the assumption of timely delivery by ScanOil’s own suppliers.
4.9 Prior to the delivery of Goods to or on behalf of the Client, a Lab Sample shall be provided by or on behalf of the Client or the relevant Third Party. The Lab Sample shall be determinative for the specifications and quality of the Goods to be delivered. ScanOil shall not be liable for the consequences of any delivery based on an error or inaccuracy in the Lab Sample provided.
Article 5 – Client’s Obligations
5.1 The Client shall enable ScanOil to execute the Agreement under conditions that comply with all applicable legal safety requirements and governmental regulations. The Client shall ensure that all relevant information and materials, of which ScanOil has indicated that they are required, are provided to ScanOil in a timely manner. If the Client fails to do so, ScanOil shall have the right to suspend or terminate the Agreement and/or to charge the Client for any additional costs incurred as a result.
5.2 On location, the Client shall provide ScanOil with all facilities and resources required by ScanOil, as specified in the order confirmation. The Client shall ensure that all locations, tools, equipment and utensils used by ScanOil’s Staff are set up and maintained in such a way as is reasonably necessary to prevent damage to Staff.
5.3 The Client shall provide instructions regarding the use of such means and shall inform ScanOil and its Staff of the presence and location of any materials or situations that may be hazardous.
5.4 The Client shall be responsible for all equipment made available by ScanOil, shall take care of it as a diligent custodian, and shall insure such equipment against theft, damage and other risks. Before topping up a tank with liquids and/or fuels, the Client shall provide a Lab Sample. The Client is responsible for the accuracy and quality of such Lab Sample.
Article 6 – Costs
6.1 The Client shall pay ScanOil a fee consisting of the agreed price, plus any additional costs.
6.2 ScanOil shall be entitled to require entire or partial prepayment prior to the commencement of the Services, unless the Parties have agreed upon alternative payment arrangements In Writing. If prepayment has been requested and has not been received, ScanOil shall be entitled to suspend the agreed work until payment is made.
6.3 All prices and/or rates applied by ScanOil, including those in offers, quotations and price lists, are exclusive of VAT, import duties, export duties, customs charges, agency fees, port charges and any other government levies or charges imposed by third parties. Any such duties, charges or levies that are not known at the time of the quotation shall be for the account of the Client.
6.4 ScanOil shall at all times be entitled to charge the Client for costs relating to work not included in the assignment or for additional hours worked outside the scope of the assignment.
6.5 ScanOil shall charge the Client for any additional costs resulting from changes to the original Agreement requested by the Client.
6.6 Without prejudice to Article 3.5, ScanOil shall be entitled to adjust its standard prices and/or rates annually, effective as per 1 January of each calendar year. ScanOil shall notify the Client of such adjustment In Writing at least thirty (30) days before the effective date. In the absence of such notification, the prices and/or rates applicable in the preceding year shall continue to apply.
Article 7 – Payment
7.1 Unless the Parties have agreed upon different payment terms In Writing, the Client shall pay the amounts due under each invoice within the number of days stated on the invoice. Objections to the amounts invoiced by ScanOil shall not suspend the Client’s payment obligations.
7.2 If the Client fails to pay within the agreed payment term, ScanOil shall be entitled, after having sent at least one written payment reminder, to charge the Client contractual interest at a rate of one and a quarter percent (1.25%) per month (or part thereof) on the outstanding amount, accruing from the due date of the invoice until the date of full payment. The contractual interest shall be payable without further notice of default being required.
7.3 If the Client is in default with respect to any payment obligation, the Client shall owe ScanOil, in addition to the principal sum and contractual interest, extrajudicial collection costs amounting to fifteen percent (15%) of the principal sum outstanding, subject to a minimum of EUR 2,500 (two thousand five hundred euros). These extrajudicial collection costs shall be due and payable without further proof of the costs actually incurred by ScanOil being required. The foregoing is without prejudice to ScanOil’s right to claim the actual extrajudicial costs incurred if these exceed the aforementioned amount, as well as any judicial costs.
7.4 ScanOil shall have a right of retention with respect to all data, documents, goods and information in its possession, until the Client has paid all amounts owed to ScanOil.
7.5 Payments made by the Client shall always be applied first to settle all interest and costs due, and subsequently to settle the oldest outstanding invoices.
7.6 In the event of liquidation, bankruptcy or suspension of payments of the Client, all claims of ScanOil against the Client and all obligations of the Client towards ScanOil shall become immediately due and payable.
7.7 ScanOil shall be entitled to invoice periodically.
7.8 ScanOil may refuse a payment, without being in default as a result, if the Client designates a different order of attribution. ScanOil may also refuse full repayment of the principal sum if such repayment does not include payment of outstanding accrued interest and collection costs.
7.9 The Client shall not be entitled to set off any amount owed by it to ScanOil against any claim of the Client against ScanOil, unless such claim has been irrevocably established by a court of competent jurisdiction or has been expressly acknowledged In Writing by ScanOil.
7.10 The Client shall not be entitled to assign or transfer any of its rights or claims under or arising from the Agreement to any third party without the prior written consent of ScanOil.
Article 8 – Complaints
8.1 If the Client has complaints about the work carried out, the Goods delivered and/or invoices sent by ScanOil, the Client must communicate such complaints to ScanOil In Writing:
(a) in respect of visible defects: within forty-eight (48) hours after the execution of the work or delivery of the Goods;
(b) in respect of hidden defects: within seven (7) days after discovery, but in any event no later than twelve (12) months after the execution of the relevant work or delivery of the relevant Goods. If these periods are exceeded, the Client shall be deemed to have accepted the executed work, delivered Goods and/or invoices.
8.2 If a complaint is well-founded, ScanOil shall carry out the work or re-deliver the Goods as agreed. If this is no longer possible or no longer useful to the Client, ScanOil shall be liable only within the limits of Article 10.
8.3 A timely complaint by the Client shall not suspend the Client’s payment obligations under the Agreement.
8.4 Complaints shall never entitle the Client to suspend the fulfilment of its obligations or to apply set-off.
Article 9 – Force Majeure
9.1. ScanOil shall not be obliged to perform any obligation under the Agreement if it is prevented from doing so by a circumstance that is not attributable to its fault and is not for its account pursuant to law, contract or generally accepted standards. Version April 2026 Page 8 General Terms and Conditions – Scandinavian Oil Services Group
9.2 During the continuance of force majeure, ScanOil may suspend its obligations under the Agreement. If the period of force majeure exceeds two (2) months, either Party shall be entitled to terminate the Agreement without any obligation to compensate the other Party for damages. If force majeure occurs after partial performance of the Agreement, the Client shall be obliged to fulfil its obligations to ScanOil in respect of the part already performed, and ScanOil shall be entitled to invoice that part separately.
7.3 For the purposes of these General Terms and Conditions, force majeure shall include, in addition to that which is recognised as such under applicable law and jurisprudence, all external causes — whether foreseen or unforeseen — over which ScanOil has no control and as a result of which ScanOil is unable to perform its obligations. This includes strikes at ScanOil’s enterprise or at third parties, provided that ScanOil has taken reasonable measures to prevent or mitigate the effects of such strike. ScanOil shall also be entitled to invoke force majeure if the relevant circumstance arises after the date on which ScanOil should have performed its obligation.
Article 10 – Liability
10.1 ScanOil’s liability shall be limited to that which is set out in this Article. The same limitations shall apply to Third Parties and Staff engaged by ScanOil for the performance of the Agreement.
10.2 ScanOil’s liability shall at all times be limited to the amount paid out under its liability insurance policy in the case in question. If, for any reason, no payment is made by the insurer, ScanOil’s liability shall be limited to an amount equal to five (5) times the total amount invoiced by ScanOil in respect of the event or series of connected events giving rise to the claim, up to a maximum of EUR 1,000,000 (one million euros).
10.3 ScanOil shall not be liable for damage resulting from incorrect and/or insufficient information provided by the Client, on the basis of which the Services have been determined and carried out.
10.4 ScanOil shall not be liable in the event of force majeure.
10.5 ScanOil shall not be liable for loss or damage that is inherent to its working methods, provided the Client has not immediately objected In Writing to the working methods used, or where the Client or circumstances required the use of such working methods on an urgent basis.
10.6 If damage is not reported to ScanOil In Writing within seven (7) days after the Client becomes aware or should reasonably have become aware of such damage, ScanOil shall not be liable for such damage.
10.7 ScanOil’s liability for indirect damage, consequential damage, loss of profit, missed savings, demurrage (including higher demurrage due to any delay), and/or damage due to business interruption is excluded at all times.
10.8 Without prejudice to ScanOil’s own liability, individual employees of ScanOil shall never be personally liable to the Client for damage caused in the course of their employment, except in the case of intent or gross negligence on the part of the employee concerned.
10.9 The Client shall indemnify ScanOil against all third-party claims in respect of loss of or damage to goods in connection with which ScanOil or its Staff is required to perform Services. The limitations and exclusions of liability set out in this Article shall not apply in the event of damage resulting from intent (opzet) or deliberate recklessness (bewuste roekeloosheid) on the part of ScanOil’s management.
Article 11 – Retention of Title
11.1 All Goods supplied by ScanOil shall remain the property of ScanOil until the Client has duly performed all its obligations under the Agreement.
11.2 The obligations referred to in Article 11.1 include, without limitation, payment of all costs, interest and claims for damages, including those relating to previous and subsequent deliveries and Services, due to non-performance by the Client.
Article 12 – Non-Solicitation of Staff 12.1 During the term of the Agreement and for a period of one (1) year following the expiry or termination thereof, the Client shall not, directly or indirectly, solicit, recruit or employ any member of ScanOil’s Staff who was engaged by ScanOil in the performance of the Agreement during the preceding twelve (12) months, or cause or permit such Staff member to perform work for the Client or any Third Party.
12.2 For the purposes of this Article, a self-employed person engaged by ScanOil for the performance of work at or for the Client shall be deemed equivalent to a Staff member.
12.3 In the event of a breach of Article 12.1, the Client shall forfeit to ScanOil an immediately due and payable penalty of EUR 10,000 (ten thousand euros) per breach, without prejudice to ScanOil’s right to claim full compensation for the damages actually incurred.
Article 13 – Confidentiality
13.1 Neither Party shall disclose to third parties not involved in the Agreement any information that is, or could reasonably be regarded as, confidential in nature, nor use such information for any purpose other than that for which it was obtained. Information concerning the business activities and organisation of ScanOil shall always be regarded as confidential.
13.2 Notwithstanding Article 13.1, a Party may disclose confidential information to:
(a) its own employees, but only to those employees who require access to such information for the performance of their duties; and
(b) its accountants, auditors, tax advisers and other third parties with a legitimate purpose or legal obligation to have access to the Party’s affairs, provided that the information is necessary for the fulfilment of such purpose or obligation.
13.3 In the event of a breach of this Article, the breaching Party shall forfeit to the other Party an immediately due and payable penalty of EUR 5,000 (five thousand euros) per breach, plus EUR 500 (five hundred euros) for each day that the breach continues, without prejudice to the non-breaching Party’s right to claim full compensation for damages actually incurred.
Article 14 – Intellectual Property Rights
14.1 ScanOil reserves all intellectual property rights relating to products of the mind that it uses, has used and/or develops in the course of performing the Agreement.
14.2 The Client is expressly prohibited from reproducing, disclosing or exploiting any of ScanOil’s products, working methods, advice, models or other intellectual property, in the broadest sense, either directly or indirectly, without the prior written consent of ScanOil. The Client shall be entitled to reproduce documents for use within its own organisation, insofar as this is appropriate within the purpose of the Agreement.
14.3 Neither Party shall register or use the other Party’s trademarks, trade names, logos or other identifying marks, or any marks confusingly similar thereto.
Article 15 – Changed Circumstances
15.1. Should the circumstances existing at the time of conclusion of the Agreement change so considerably that compliance with the Agreement, in whole or in part, cannot reasonably be expected from either Party, the Parties shall consult in good faith regarding an interim amendment of the Agreement. If the changed circumstances have arisen as a result of the Client’s acts or omissions, any additional work or costs resulting therefrom shall be for the Client’s account. If the Parties agree to change the approach, method or scope of the Agreement, the Client accepts that the time schedule of the Agreement may be adjusted accordingly.
Article 16 – Data Protection
16.1. ScanOil processes personal data of Clients for the purpose of the optimal provision of Services and for compliance with its legal obligations. ScanOil shall process such data in accordance with applicable data protection legislation, including, where applicable, the EU General Data Protection Regulation (GDPR). Further information can be found in ScanOil’s privacy statement, available at [www.scanoil.com/privacy].
Article 17 – Governing Law and Jurisdiction
17.1. Unless otherwise agreed In Writing in the order confirmation or other contractual documentation, all Agreements between ScanOil and the Client shall be governed by and construed in accordance with:
(a) in case the contracting ScanOil entity is incorporated or established in the Netherlands or Belgium: the laws of the Netherlands, and all disputes shall be submitted exclusively to the competent court in Rotterdam, the Netherlands;
(b) in case the contracting ScanOil entity is incorporated or established in Sweden: the laws of Sweden, and all disputes shall be submitted exclusively to the competent court in Stockholm, Sweden;
(c) in case the contracting ScanOil entity is incorporated or established in the United Arab Emirates: the laws of the United Arab Emirates (as applicable to the relevant emirate or free zone), and all disputes shall be submitted exclusively to the competent court in the relevant emirate, or, at ScanOil’s election, to the DIFC Courts or the courts of the Fujairah Free Zone, as applicable.
17.2. Before submitting a dispute to the competent court, the Parties shall first attempt to resolve the dispute amicably through an independent mediator. If mediation does not result in a resolution within sixty (60) days after the appointment of the mediator, either Party shall be entitled to submit the dispute to the competent court. The costs of mediation shall be borne equally by the Parties, unless the mediator determines otherwise.
17.3. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded.
Article 18 – Amendment
18.1. ScanOil shall be entitled to amend these General Terms and Conditions. ScanOil shall notify the Client of any amendment In Writing at least thirty (30) days before the amended terms take effect. The amended terms shall also apply to Agreements already concluded. In the event of a material amendment, the Client shall be entitled to terminate the Agreement by written notice within fourteen (14) days after receipt of the notification, with effect from the date on which the amended terms would take effect.
Article 19 – Joint and Several Liability
19.1. If the Agreement is concluded with two or more Clients, each of those Clients shall be jointly and severally liable for the fulfilment of all obligations arising from the Agreement.
Article 20 – Final Provisions
20.1. These General Terms and Conditions have been drawn up in English. In the event of any discrepancy between translations, the English version shall prevail.
20.2 These General Terms and Conditions supersede all previous versions of the general terms and conditions of ScanOil and/or any SOS Group entity.