General hiring conditions of Kleinveld version January 2021

Kleinveld Horizontal and Vertical Transport B.V. (hereinafter Kleinveld) is a logistics company engaged in the following activities: operating mobile cranes, providing - mostly exceptional - horizontal and vertical transport by means of SPMTs, cranes and jacks, among others. Kleinveld also engages in engineering, project-based performance of exceptional transport work and maintenance of working-country equipment.

The frequency of the aforementioned work is highly dependent on market demand. In order to still meet its customers' demand in busy times, Kleinveld has expressed its desire to outsource part of the work to various contractors. These general hiring conditions are intended to provide clarity between Kleinveld and the contractor.

Article 1 Definitions:
a. AVC: General Conditions of Carriage 2002, latest version
b. CMR: International Convention for the Carriage of Goods by Road in Cross-Border Transport. (Convention Relative au Contrat de Transport International de Marchandises par la Route)
c. Horizontal transport: the transport of goods by road using lorries, platform trucks and or other means of transport suitable for the transport of goods by road in the broadest sense. Including all related activities, such as, but not limited to mounting and dismounting, coupling and uncoupling, loading and unloading.
- Kleinveld Horizontal and Vertical Transport b.v. is registered with the Chamber of Commerce under the number 58127755.
- Kleinveld Projecten b.v. is registered with the Chamber of Commerce under the number 58128336
d. Kleinveld: is both the private limited company Kleinveld Horizontal Vertical Transport and Kleinveld Projects. Both with limited liability, established in Zuidlaren at Bolwerk 2 (9471 AT).
e. Motor vehicles: any vehicle intended to be propelled on the ground, other than along rails, either solely or partly by a mechanical force present on or attached to the vehicle itself or by electric traction with power supplied from elsewhere; anything coupled to the vehicle or vehicle, or detached or disconnected therefrom after coupling, as long as it has not yet come to a standstill outside traffic, shall be deemed to be a part thereof;
f. Maintenance: the total of activities with the aim of maintaining or returning work-land equipment to an acceptable condition in order to ensure its functionality.
g. Contractor: Kleinveld's counterparty.
h. Rigger work: performing all kinds of support work performed for the SPMT operator and/or crane operator in the broadest sense of the word, such as but not limited to giving instructions during the horizontal or vertical movement of loads and goods.
i. Vertical transport: lifting and moving of loads by means of mobile and tower cranes, and or other means suitable for lifting and moving loads in the broadest sense of the word. Including all related activities, such as, but not limited to: mounting and dismounting, hitching and unhitching.
j. VVT: Vertical Transport Association
k. Work-land equipment: Motor vehicles not intended for passenger transport, such as forklifts, telehandlers, aerial work platforms, reach stackers.

Article 2 Applicability
a. These General Terms and Conditions of Hire apply to all offers made or received by Kleinveld, agreements entered into and de facto and legal acts performed in implementation of the foregoing concerning the hiring of labour. A copy of these general terms and conditions is enclosed and can be downloaded here free of charge. On first request, the general hiring conditions will be sent free of charge. The applicability of any other conditions is hereby explicitly rejected.
b. If one or more provisions in these General Hiring Conditions are at any time wholly or partially void or nullified, the other provisions of these General Hiring Conditions shall remain in full force. In such a case, the parties will consult to agree on new provisions to replace the void or nullified provisions, whereby the purpose and purport of the original provisions will be pursued as much as possible.
c. The provisions laid down in this Agreement form part of every Agreement between the Contractor and Kleinveld, and of all further agreements resulting from or related to it, and of all offers, quotations, declarations of intent, assignments, order confirmations and other documents and acts made and/or performed in preparation for and/or prior to and/or in connection with an Agreement. Such unless otherwise agreed in writing.

Article 3 Duration
a. The agreement is established by offer and acceptance.
b. The duration of agreement corresponds to the duration of the project included in the agreement.
c. If the agreement does not cover a project, or if no other term is agreed in writing, the agreement is for a maximum of one year.

Article 4 No employment
a. The parties expressly do not intend to enter into an employment contract within the meaning of Section 7:610 et seq. of the Civil Code.
b. The parties choose to disapply, in appropriate cases, the fictitious employment of homeworkers or persons treated as such as referred to in articles 2b and 2c of the Wage Tax (Implementation) Decree 1965 and articles 1 and 5 of the Decree on Designation of Cases in which Employment Relationships are regarded as Employment Relationships (Decree of 24 December 1986, Bulletin of Acts and Decrees 1986, 655), and to that end to draw up and sign this agreement before payment is made.

Article 5 Execution of the assignment
a. Kleinveld will issue a separate order to the contractor for each order under the agreement. The contractor may then still decide whether to return the order.
b. The order has been accepted if Kleinveld may infer this from a communication or conduct of the Contractor.
c. If at any time the Contractor foresees that he cannot fulfil the obligations in connection with an accepted order, or cannot fulfil them on time or properly, the Contractor shall notify the Kleinveld immediately.
d. The Contractor shall be free to be replaced in the work by another person. Prior to the replacement, the Contractor shall inform Kleinveld who will perform the work on his behalf. Kleinveld shall not be entitled to refuse the substitute(s) other than on the basis of the following objective qualifications; the substitute must be in possession of:
- profession-specific licences, certificates and/or diplomas
- registration in quality or professional register, where applicable
- valid medical certificate showing that the contractor is medically fit for the work to be performed.
- other relevant objective qualification which follows logically from the agreement; such as, for example, a valid negative test result.
e. The Contractor shall remain responsible for the quality of the work and compliance with the agreements made even during the replacement.
f. The Contractor undertakes to carry out the work assigned to it to the best of its knowledge and ability, but it does not accept any liability for failure to achieve the goal intended by Kleinveld.
g. Upon acceptance of any order, the Contractor undertakes to make himself fully aware of the house rules and instructions of both Kleinveld, and the Kleinveld's client, and the house rules of the location where the work is to be performed.

Article 6 Call-off and deployment
a. Notwithstanding what is stated in Article 5 paragraph a, second sentence, what is stated in this article applies.
b. Where the Contractor has undertaken to carry out a project, he is obliged to comply with it, provided the call has been made 24 hours before the start of the initial work.
c. Where the Contractor has undertaken to deploy the Contractor in shifts or shifts, he shall be obliged to comply therewith, provided that the call is made 24 hours before the start of the initial work.
d. If Kleinveld has called the Contractor later than 24 hours before the performance of the initial work, the Contractor has the right to return the order, unless consensus has already been reached on the possible deployment of the Contractor at an earlier stage.
e. If Kleinveld has already called out the Contractor, but if there have been developments as a result of which the deployment of the Contractor no longer appears to be necessary, Kleinveld shall at all times have the option to cancel the call-out free of charge.
f. The parties may agree in advance on liquidated damages, the liquidated amount being the Contractor's sole remedy for damages. Such liquidated damages cannot be invoked by the Contractor in case of force majeure.

Article 7 Liability and conditions
a. The Contractor shall hold Kleinveld harmless and indemnify Kleinveld against claims by third parties including Kleinveld's staff.
b. Kleinveld shall never be liable for damage caused by the Contractor, however arising.
c. The Contractor's liability and indemnification obligations are explicitly determined by the terms and conditions as agreed between Kleinveld and its client in relation to the work to be performed. The conditions referred to herein apply back-to-back to the agreement between Kleinveld and the Contractor and will be made available for inspection free of charge upon first request.
d. The Contractor shall be liable and shall indemnify Kleinveld for all direct and indirect damages resulting from any failure on the part of the Contractor to fulfil his obligations set out in this agreement.
e. The liability of the Contractor and Kleinveld is further determined by the terms and conditions applicable to this agreement and Dutch law.
f. In case of contradictions between the conditions, the conditions under article 7 paragraph c, take precedence over the conditions as referred to under article 7 paragraph e. Other conditions only take precedence provided this has been expressly agreed in writing between the parties. g. The conditions of the Contractor are expressly rejected.

Article 8 Information and documents
a. The Contractor guarantees to hold all necessary licences, diplomas, legal regulations and requirements. Copies of these will be provided to Kleinveld upon first request.
b. The Contractor shall ensure that Kleinveld always possesses a current copy of:
- corresponding extract from the trade register of the Chamber of Commerce;
- valid proof of identity (id card or passport);
- valid driving licence;
- valid lifting certificate*;
- valid hoisting supervisor certificate*;
- SPMT certificate*
- valid VCA-VOL certificate;
- limo declaration*
- A1 statement*
- Valid medical certificate showing that the contractor is medically fit for the work to be performed.
- any other relevant documents. * so far as relevant or required for the assigned work c. c. The aforementioned documents must be provided to Kleinveld before the effective date of this agreement. If there are any changes in the above documents, the Contractor shall immediately submit new up-to-date copies to the Kleinveld.
d. The Contractor guarantees that all required documents and forms will maintain their validity at all times, during the performance of the contract and can be produced upon request.

Article 9 Insurance
a. Contractor guarantees to have and keep valid, during the term of this agreement, adequate (appropriate to the work) professional and business liability insurance with an insured sum of at least EUR 1,500,000 per claim and at least EUR 3,000,000 per year
b. Without prejudice to any other provisions in this agreement, Kleinveld will, also on behalf of the Contractor, take out liability insurance with a maximum sum insured of EUR 5,000,000 per claim and a maximum of EUR 10,000,000 per year. Further cover as referred to in policy with policy number V0120012532. Kleinveld guarantees to keep this insurance valid during this agreement.
c. Without prejudice to any other provisions in this agreement, Kleinveld shall, also on behalf of the Contractor, take out carrier's liability insurance with a maximum sum insured of EUR 2,500,000 per claim. Further cover as referred to in policy number T012004845. This insurance provides cover for damage to the cargo on the basis of the conditions customary in the industry, AVC and CMR
d. Kleinveld guarantees to keep this insurance valid during this agreement.
e. The aforementioned insurance will be secondary to the extent that the Contractor has taken out its own insurance for these risks.
f. Any excesses under these insurances shall always remain the responsibility of the Contractor.
g. In any event, the following are excluded from the insurance mentioned in paragraph a of this article - damage resulting from intent and gross negligence; - damage resulting from the use of motor vehicles;
h. At the Contractor's request, Kleinveld will allow inspection of the insurance policy referred to above.

Article 10 Fees and Invoicing
a. The rates that may be charged by the Contractor to Kleinveld are included in the agreement and cannot be changed to Kleinveld's disadvantage during the agreement.
b. With regard to the rate, the following applies: - The rate is an all-in rate for night and overtime hours, Saturday and Sunday hours and hours in case of Christian and nationally recognised holidays. - The hourly rate also applies to arrivals and departures. - A mileage allowance is not applicable and is considered included in the travel hours. - Costs for tickets, hotel, motel or rental accommodation in connection with travel and overnight stays shall be borne by the Kleinveld. Expenses can only be claimed upon prior approval by Kleinveld. - In case the travel time 'home to work' exceeds 2.5 travel hours, a mandatory overnight stay applies -at the Kleinveld's preference.
c. The Contractor shall send an itemised invoice each week detailing the cost of deployment in the previous week. The invoice must be accompanied by a copy of a timesheet signed by Kleinveld, or equivalent. Failing this, the invoice will remain unpaid until a copy of the signed timesheet is attached, or other proof is submitted of the agreed work to be invoiced. This, unless agreed otherwise in writing.
d. Payment shall be made within 30 days of receipt of the correct invoice.

Article 11 Other obligations of the Contractor
a. The Contractor is obliged to: - immediately report damage, delays etc. to Kleinveld; - if the Contractor uses his own work equipment and personal protective equipment for the performance of the work, these must be demonstrably approved in accordance with European legislation. - to carry out other work-related activities at Kleinveld's request, insofar as these fall within the scope of the Contractor's competences, such as picking and unloading, lashing and securing of loads and cargo, operation of all kinds of work equipment. Failure to do so will constitute default by operation of law.
b. If the Contractor fails to commence the agreed work on time, the Contractor shall be liable and liable to indemnify Kleinveld for all resulting damages, including direct and indirect costs and contractual non-contractual penalties.

Article 12 KAM (Quality, Occupational Health and Safety and Environment)
a. The Contractor acknowledges that special risks may arise during the performance of the agreement. The Contractor guarantees that, when carrying out work, he will comply with the provisions of health and safety and environmental legislation and regulations as customary in the industry and as determined by Kleinveld and service client, regarding quality, labour and environment.
b. The Contractor shall comply with all regulations as mandated in the industry and in the specific cases where applicable.
c. Contractor is responsible for using basic Personal Protective Equipment (PPE, such as safety helmet, safety glasses, life jacket and safety footwear) in good condition.
d. Kleinveld, and Kleinveld's client may prescribe special security measures. The Contractor shall comply with these measures without delay. Any costs of security measures, related thereto, shall be borne by the Contractor.
e. The Contractor is obliged to take note of the information and newsletters provided by Kleinveld or applicable to the work and to act accordingly. Follow up on safety instructions, carry out LMRAs and instructed toolboxes and implement the relevant measures.
f. The Contractor is obliged to provide all documents requested by Kleinveld free of charge and without delay.
g. The Contractor will identify himself without restraint, upon first request (whether or not by Kleinveld or his client) and in the required form.

Article 13 Termination of the agreement
a. Either party has the right to terminate this agreement in the event that:
- one of the parties applies for suspension of payments or is declared bankrupt;
- the contractor sells or transfers its business to a third party and/or loses direct control of its business.
b. Either party has the right to terminate this agreement in the event that:
- either party commits default;
- a breach of trust has occurred;
- continuation of the agreement is unacceptable according to standards of reasonableness and fairness.
c. After termination of this contract, there will never be any settlement between Kleinveld and the Contractor of the investments made by the Contractor for the purpose of this contract. Not even if the costs incurred have not led to the desired returns.

Article 14 Confidentiality
a. The Contractor undertakes to maintain confidentiality vis-à-vis third parties with regard to all data known to the Contractor on the basis of the agreement, as well as with regard to all data that can reasonably be assumed to be part of the duty of confidentiality.
b. Duty of confidentiality includes information relating to the formation of the agreement, such as but not limited to the terms, rates and fees agreed upon with each other.

Article 15 Relationship clause
a. The Contractor (in whatever capacity) is prohibited, within a period of 12 months after termination of the agreement, without Kleinveld's prior written permission, from in any way, directly or indirectly - doing business - being employed - performing work - having business contacts for or with natural or legal persons who are or have been relations of Kleinveld and for whom the Contractor has directly or indirectly performed work on Kleinveld's instructions. Relations(s) of Kleinveld include:
- the companies associated with the relationship in a group
- the potential relation(s) to which a quotation has been made by Kleinveld in relation to any work to be performed by the Contractor.
b. The prohibition referred to in this article also includes inciting others to approach relation(s) of the Client in the aforementioned intended manner.

Article 16 Penalty clause
If the Contractor violates one or more provisions as mentioned in articles 14 and 15 of this agreement, the Contractor shall forfeit to Kleinveld a penalty in the amount of EUR 2,500 for each violation, increased by an amount of EUR 1,000 for each day that the violation continues. The penalty shall be immediately due and payable, without notice of default or other prior declaration within the meaning of Article 6:80 et seq. This penalty shall be due in the event of both an attributable and non-attributable breach and without prejudice to any other possible rights or claims of the employer, including in any case the right of the employer to claim full compensation. The penalty is capped at Eur 100,000. Article 17 Evergreen clause The provisions of Articles 14, 15, 16 and 17 shall remain in full force and effect even after the expiry, dissolution or termination of this agreement or any agreement resulting therefrom.

Article 18 Amendment clause
Kleinveld is entitled to amend these general hiring conditions. Kleinveld will notify the Contractor thereof in writing. Kleinveld shall then be entitled to terminate the agreement within two months of this notification. If there is no response within two months, the amendment will be qualified as accepted and thus irrevocable.

Article 19 Applicable law and competent court
a. This agreement is governed by Dutch law.
b. All disputes (including those which are only considered as such by one of the parties) which may arise between Kleinveld and the Contractor as a result of this agreement or resulting agreements will be settled by the competent Court in Groningen