General terms and conditions of delivery of Kleinveld version June 2021

Article 1 Recital
Kleinveld is a specialist in vertical and horizontal exceptional transport.
Kleinveld has the capabilities to carry out (partial) works and take on complete projects.
He also deals with equipment rental, staff deployment, maintenance, engineering and warehouse and office rental.

These general terms and conditions have been drawn up in order to clarify the rights and obligations of the parties with regard to the services to be provided and purchased under the agreement with Kleinveld and its affiliated legal entities, hereafter referred to as Kleinveld.

Article 2 Definitions
In these general terms of delivery, the following terms are used in the following meanings unless expressly stated otherwise:

a. Kleinveld: is the contractor. When reference is made to Kleinveld in these terms and conditions, it shall include:
- Kleinveld Horizontal and Vertical Transport B.V. , registered with the Chamber of Commerce under number 58127755;
- Kleinveld Projecten B.V. , registered with the Chamber of Commerce under number 58128336;
- Kleinveld Holding B.V. registered with the Chamber of Commerce under number 58122435 Having its registered office at Bolwerk 2, Zuidlaren
b. Customer: Kleinveld's counterparty;
c. Engineering: Designing and translating project images into a functional design in the broadest sense.
d. Documents: All goods made available to Kleinveld by the Client, including documents or data carriers, as well as all goods manufactured by Kleinveld in the course of carrying out the order.
e. Know how: Confidential knowledge of various business data in the broadest sense and including, but not limited to, drawings, designs, sketches, models, procedures, guidelines, methodologies, algorithms and software, in which such knowledge is or will be embodied.
f. Work: both the performance of services, whether or not using its own machinery and the result of the service.
g. Purchase: is the agreement by which Kleinveld undertakes to give a thing and the Client undertakes to pay a price in money for it.
h. Working Time: the time between 07:00 and 17:00 on Working Days i. Working Days: any day of the week excluding Saturdays, Sundays, generally recognised Christian and national holidays;
j. General delivery terms and conditions: the present general delivery terms and conditions.

Article 3 Applicability
a. These general terms and conditions of delivery apply to all offers made by Kleinveld, agreements concluded and de facto and legal acts performed in execution of the same. A copy of these terms and conditions can be downloaded HERE free of charge and will also be sent free of charge upon first request. The applicability of any other conditions is hereby explicitly rejected. Page 2 of 15 General terms and conditions of Kleinveld version June 2021
b. When Kleinveld undertakes to perform forwarding work for the Customer, the industry-standard Dutch Forwarding Conditions (FENEX Forwarding) as filed with the Registry of the Court of Rotterdam, latest version, shall apply.
c. When Kleinveld undertakes towards the Customer to transport goods by road within the Netherlands, the branch standard General Transport Conditions (AVC), latest version, shall apply, unless mandatory law provides otherwise. Cross-border road transport and transport by Self Propelled Modular Transporter (SPMT) shall be subject to the provisions of the CMR Convention (CMR) and any amendments thereto insofar as they have come into force for the Netherlands and in addition to the aforementioned AVC.
d. If Kleinveld undertakes vis-à-vis the Customer to move goods horizontally by, for example, a crane, telehandler, aerial work platform or forklift truck, or if Kleinveld undertakes vis-à-vis the Client to perform assembly work, the conditions of the Vereniging Verticaal Transport (VVT), latest version, shall apply, unless mandatory law provides otherwise. Cross-border road transport and transport by Self Propelled Modular Transporter (SPMT) are subject to the provisions of the CMR Convention (CMR) and any amendments thereto insofar as they have come into force for the Netherlands and, in addition, the aforementioned AVC.
e. If Kleinveld undertakes vis-à-vis the Customer to keep goods in storage for a period of time determined by agreement, the most recent version of the industry-standard Dutch Warehousing Conditions (FENEX Storage) as filed with the Registry of the Court of Rotterdam shall apply.
f. When Kleinveld undertakes towards the Client to perform engineering work, the industry-standard Dutch Storage Conditions (DNR 2011), latest version, shall apply.
g. The applicable branch conditions are enclosed and can be found under the link. In case of contradiction between the aforementioned branch conditions and the general terms of delivery, the general terms of delivery shall prevail.
h. Do the offers or agreements concluded also or exclusively include:
- rental of movable property, then, in addition to the general section, the provisions of Special Section II apply;
- the provision of personnel, the provisions of special part III shall apply in addition to the general part. In case of conflict between the special part and the general part, the provisions of the applicable special part shall prevail.
i. In case of contradiction between the conditions as set out in the agreement and the general terms of delivery and/or industry conditions, the conditions as set out in the agreement shall prevail.
j. If one or more provisions in these general terms and conditions of delivery are at any time wholly or partially void or annulled, the other provisions mentioned in these general terms and conditions of delivery shall remain in full force. In such a case, the parties shall consult to agree on new provisions to replace the void or nullified provisions, striving as much as possible for the purpose and purport of the original provisions.
k. If Kleinveld hires third parties to perform the work, these General Terms and Conditions are also stipulated for the benefit of this third party, insofar as this third party would wish to rely on them.

Article 4 Offers
a. All offers and/or quotations are without obligation and have a validity period of up to 30 days.
b. Unless expressly agreed otherwise in writing, all prices and rates are in euros and exclusive of VAT.
c. Verbal offers by Kleinveld or its subordinates are not binding unless confirmed by Kleinveld in writing.
d. Each offer is based on performance by Kleinveld under normal conditions and during normal working days, unless expressly stated otherwise in writing.
e. The formation of an agreement and all amendments thereto shall never (solely) depend on a so-called Purchase Order to be sent by the Customer, but an agreement shall be formed by an offer by Kleinveld and an unambiguous acceptance thereof by the Customer.
f. If the Customer provides Kleinveld with information and data, such as, but not limited to: numbers, weights, dimensions, compositions and times, the Customer guarantees their accuracy and Kleinveld will base its offer on them.
g. If Kleinveld's offer is not accepted, Kleinveld shall be entitled to charge the Customer for all costs it has had to incur to make its offer.
h. Unless otherwise agreed in writing, the Customer guarantees that all (environmental) permits, licences, exemptions and all other decisions necessary to perform the Work have been obtained in good time.
i. An increase in cost-determining factors arising after the conclusion of the agreement may be passed on by Kleinveld to the Customer if the performance of the agreement has not yet been completed at the time of the increase.

Article 5 Payment
a. Unless expressly agreed otherwise in writing, payment must be made within 14 (fourteen) days of the invoice date, to the bank account specified by Kleinveld in the currency indicated on the invoice.
b. If the term of payment is exceeded, Kleinveld will be entitled to charge default interest on the outstanding amount from the due date until the day of full payment. The default interest shall be 1.5 % per month.
c. Regardless of the agreed payment conditions, the Customer is obliged to provide such security for payment as Kleinveld deems sufficient at Kleinveld's request. If the Customer fails to do so within the prescribed period, it will immediately be in default. Kleinveld shall in that case be entitled to rescind the agreement and recover its loss from the Customer.
d. The Customer is not permitted to set off invoices against any amounts owed by Kleinveld to the Customer. Nor is the Customer entitled to suspend payment under this Agreement in connection with any other agreement entered into with Kleinveld.
e. In case of liquidation, bankruptcy, attachment or suspension of payment among the Customer, Kleinveld's claims against the Customer shall become immediately due and payable.
f. If payment has not been made within the agreed term of payment, the Customer shall owe Kleinveld all extrajudicial costs. The costs will be calculated in accordance with the collection rate of the Netherlands Bar Association, with a minimum of Euro 250. If the actual extrajudicial costs incurred are higher, the actual costs incurred shall be due.
g. If the costs incurred have not led to the desired result, this will not result in crediting, or at least, will not release the Customer from its payment obligation towards Kleinveld.
h. If Kleinveld is fully or partially successful in legal proceedings, all costs incurred by Kleinveld in connection with such proceedings shall be borne by the Customer.

Article 6 Information and data
a. The Customer is obliged to provide Kleinveld with all (valid) data, not limited to information, knowledge and changes, which Kleinveld indicates to be necessary, or which the Customer should reasonably understand to be necessary for the correct execution of the agreement, completely, upon first request, and at least in good time, and in the desired manner. The above also applies if the data originate from third parties.
b. Kleinveld is entitled to pass on additional costs -that are associated with converting the data into the correct form- to the Customer. Kleinveld is also entitled to suspend the execution of the order until the Customer has fulfilled the obligations mentioned in the previous paragraph. Kleinveld shall not be liable for any resulting damage. The Client shall indemnify Kleinveld in this respect.
c. The Customer guarantees that all information supplied by him is free of copyright or other rights. Kleinveld has no obligation to investigate this; the entire responsibility in this respect lies with the Client. The Client shall fully indemnify Kleinveld against claims of third parties in this respect.
d. The client guarantees the accuracy and completeness of the aforementioned data, even if they are provided by or through third parties. Kleinveld shall in no way be liable and the client shall indemnify Kleinveld in this respect.

Article 7 Delivery and Completion
a. The prices and rates stated in the offer for the delivery of goods are based on Delivery EXW (Ex Works) Bolwerk 2 in Zuidlaren, NL, in accordance with Incoterms 2020 unless the parties agree otherwise in writing.
b. Customer requires the carrier to issue a waybill to Kleinveld.
c. Notwithstanding the provisions of the previous paragraphs, the parties may agree that Kleinveld will arrange for transport. Such an agreement counts as an agreement to have the goods transported. Kleinveld shall never act as a carrier, but as a forwarding agent. The risk of storage, loading, transport and unloading shall be borne by the Customer also in this case.

Article 8 Intellectual property
a. Unless otherwise agreed in writing, Kleinveld retains the copyrights and all intellectual property rights to the offers made by it and all other items provided, such as, but not limited to: designs, illustrations, drawings, (test) models, formulas, methods and the like provided
b. The rights to the data mentioned in paragraph a of this article remain the property of Kleinveld regardless of whether the Customer has been charged for their production. They may not be copied, used or shown to third parties, or used for any other commercial purpose other than that for which it has been provided, without Kleinveld's express prior written permission. The Client is also expressly prohibited from selling the information provided by Kleinveld under paragraph a to, by or through third parties in any form whatsoever, unless otherwise agreed in writing.
c. The Customer shall indemnify Kleinveld against any claim by third parties relating to the use of designs, illustrations, drawings, (trial) models, formulas, methods and the like provided by or on behalf of the Customer.

Article 9 Confidentiality and rights
a. Both the Customer and Kleinveld guarantee that all information, not limited to data and know-how, received from the other party will be kept confidential and secret. The above subject to the legal obligation to disclose certain data.
b. The Customer is expressly forbidden to duplicate, disclose or exploit the information referred to in the previous paragraph, with or without the involvement of third parties, without Kleinveld's prior written consent.
c. Kleinveld is entitled to store, use and process texts, drawings, designs, images, recordings and other products drawn up by itself on an external disk. In doing so Kleinveld will ensure that no direct or indirect information about the natural or legal person is disclosed.
d. The technical elaborations supplied by Kleinveld -one and other in the broadest sense of the word- are only intended for the Client and for the Client's own technical purposes. None of the products produced by Kleinveld may be made public without Kleinveld's prior written permission -and for any other purpose than that for which it is intended. Nor may any of the products made by Kleinveld be modified, reproduced; including reproduction by means of print, offset, photocopy or microfilm or in any digital, electronic, optical or other form. The products and services supplied by Kleinveld may not be resold to third parties. All this unless expressly agreed otherwise in writing and insofar as it does not exceed the purpose and purport of the order.

Article 10 Requirements and suitability
a. The client cannot derive any rights from advice and information received from Kleinveld.
b. The Customer will guarantee the structural integrity of the cargo, including the suitability of the cargo for the method used during the work. Kleinveld will, unless explicitly agreed otherwise, not be responsible for the structural integrity of the load and for the suitability of the load for the method used.
c. Kleinveld shall be entitled to refuse goods supplied by the Customer at any time if they do not meet the aforementioned requirements, or if Kleinveld only suspects that they do not meet the aforementioned requirements. Kleinveld shall not be liable for the consequences of such refusal.

Article 11 Impracticability of the commission
a. Kleinveld shall be entitled to suspend fulfilment of its obligations if it is temporarily prevented from fulfilling its obligations due to circumstances which could not be foreseen when the agreement was concluded and which are beyond its control.
b. Circumstances which could not be foreseen by Kleinveld and which are beyond its sphere of influence include, among other things, the circumstance that Kleinveld's suppliers and/or subcontractors fail to meet their obligations or fail to do so on time or that the client has made a mistake, the weather, earthquakes, government measures, unforeseen violation of laws and regulations in the broadest sense of the word, fire, loss or theft, loss of raw materials to be processed, computer failure, machine breakdown, or trade restrictions.
c. Kleinveld is no longer entitled to suspend if the temporary impossibility to perform has lasted or can be expected to last for more than 3 months. The agreement may only be dissolved after this period has expired and only in respect of that part of the obligation which has not yet been fulfilled. In that case, the Customer is not entitled to compensation for any damage suffered or to be suffered as a result of the dissolution.

Article 12 Cancellation
a. Cancellation of a reservation is not possible unless a reservation was made free of charge.
b. An assignment can only be cancelled in writing. In case of cancellation, the Client shall owe the full costs incurred for: - project-specific investments already made - (de)mobilisation of employees and equipment, such as, but not limited to order picking, travel and accommodation expenses, pre-testing, storage, certification and transport. - work preparation, such as, but not limited to research, testing, project supervision, contract work, permit application. Where costs are based on all work related to the initial agreement, including changes made to it from the first moment of application.
c. In the event of full or partial cancellation, the Customer shall also owe Kleinveld compensation as follows:
- In case of work; in case of cancellation during the order, or less than 48 hours before the last initial start of the order announced to Kleinveld:  50% of the initial daily rate with a maximum of 7 days.  8 working hours per person per shift, for a maximum of 7 days.
- In case of purchase of goods:  lost profit

Article 13 Suspension
a. Suspension of a reservation is not possible, unless the reservation was made free of charge. Extension of a reservation is only possible if approved in writing by Kleinveld.
b. An order can only be suspended in writing and shall apply from the last initial commencement of the order notified to Kleinveld. During the suspension, the Client shall owe Kleinveld a fee as follows:
- In case of work:  at least 50% of the initial daily rate;  at least 8 working hours per person per shift;  fixed and flexible ongoing costs, such as, but not limited to (de)mobilisation of employees and equipment, rental, travel and accommodation costs, storage, ongoing or re-negotiable permits;  costs charged by third parties.
- In case of purchase of business:  fixed and flexible on-going costs such as, but not limited to (de)mobilisation of employees and equipment, storage, rental, travel and accommodation costs, warehousing, on-going or re-issued licences;  costs charged by third parties.
c. Without prejudice to other provisions of these conditions, suspension is only possible under the following conditions: - suspension by the Client takes effect after a waiting period of 24 hours after the announcement of the suspension; - the duration of the suspension may not exceed the duration of the initial agreed order;
- as soon as the Client has information on the basis of which it expects, or can expect, that a suspension is imminent, it shall immediately inform Kleinveld accordingly, failing which the Client shall be in default by operation of law.
- as soon as the equipment or employee(s) made available by Kleinveld is deployed again, the suspension shall immediately end;
- the ability to suspend can only be based on unforeseen circumstances at the time of the conclusion of the contract;
- when a period of suspension has started and work is to be resumed, the Customer must inform Kleinveld as soon as possible, but not less than 10 working days prior to the resumption of work. - Resumption of work is subject to availability.
- delivery of items will be extended for the duration of the suspension and is subject to availability. d. After 7 days of suspension, the order is cancelled by operation of law. Article 8 shall apply.
e. Kleinveld shall be entitled to charge changes to the initial order and the costs for (additional) work preparation as a result of the suspension to the customer as additional work.

Article 14 Liability
a. The Customer shall be liable for damage resulting from any fault, accident and event, and as a result of breach of any other contractual or non-contractual obligation, with the exception of the derogations mentioned below and without prejudice to other provisions in these General Terms of Delivery. The Customer shall indemnify Kleinveld against any claim for damages in this respect. Page 7 of 15 General terms and conditions of delivery of Kleinveld version June 2021
b. The Customer shall indemnify and hold Kleinveld harmless from claims and penalties resulting from acts and omissions of the Customer which constitute a breach of any sanctions law and/or regulation.
c. In all cases, Kleinveld's obligations are to be qualified as a best-efforts obligation. Kleinveld will act to the best of its knowledge and ability. An obligation will only qualify as a performance obligation if agreed in writing.
d. Kleinveld's liability shall be limited to direct damage to goods, as meant in the branch conditions declared applicable in article 3. If no branch conditions have been declared applicable, Kleinveld's liability for damage to goods caused during the time Kleinveld or someone on Kleinveld's behalf actually transports, processes, operates, steers, handles, repairs, maintains, hires, borrows, uses, stores or has possession of these goods for any reason whatsoever, shall be limited to € 5,000.00 per event or series of events with the same cause of damage. Kleinveld shall never be liable for damage resulting from property damage.
e. Kleinveld shall not be liable for, and the Customer shall indemnify Kleinveld against all product liability claims arising from items delivered or delivered, repaired or maintained in full or in part by Kleinveld.
f. Kleinveld shall not be liable for indirect, immaterial or consequential damage, such as but not limited to loss of profit, business interruption, reputation damage and missed orders, unless all this has been caused by intent or gross negligence Kleinveld.
g. If and to the extent that Kleinveld should have any liability, on any grounds whatsoever, this liability shall at all times be limited to a maximum amount of Euro 2,500,000 per event or series of events with the same cause of damage.
h. In any event, Kleinveld's liability will lapse in its entirety if the Customer, as soon as it first becomes aware of circumstances, fails to report this within a reasonable time, or if the Customer fails to do or omit to do anything to prevent further damage.
i. The parties may not invoke limitation of liability conditions if and to the extent that loss or damage results from gross negligence or wilful misconduct of the other party, or its affiliates.

Article 15 Warranty
a. Kleinveld assumes the instructions, procedures, information and the like provided by the Customer and Kleinveld never guarantees the result.
b. With regard to the purchase of goods, Kleinveld's liability does not go beyond what is stipulated in the original supplier's warranty provisions.
c. If Kleinveld itself is the manufacturer and there is a non-conformity, the Customer is entitled to receive the missing part. If sending the missing part does not solve the problem, the Customer is entitled to have it repaired. If repair does not lead to a solution, the Customer is entitled to replacement. If replacement is not possible because the item in question is no longer available, the agreement shall be dissolved.
d. In the event that the Client benefits due to repair or replacement, the Client shall pay a pro rata contribution.

Article 16 Retention of title and lien
a. All items delivered by Kleinveld through sale will remain the property of Kleinveld until the Customer has fulfilled all obligations under all agreements concluded with Kleinveld in full.
b. Kleinveld shall have a right of retention on goods and documents in its possession in connection with the agreement towards anyone requesting their delivery.
c. Client is not authorised to pledge or otherwise encumber the items subject to retention of title.
d. If third parties seize goods delivered subject to retention of title or wish to establish or enforce rights thereon, the Customer shall be obliged to inform Kleinveld thereof as soon as can reasonably be expected. Page 8 of 15 Kleinveld General Terms and Conditions of Delivery version June 2021
e. Should Kleinveld wish to exercise its property rights stated in this article, the Customer hereby grants unconditional and irrevocable permission to Kleinveld, or third parties to be appointed by Kleinveld, to enter all those places where Kleinveld's property is located and to take back these goods.
f. If Kleinveld cannot invoke its reservation of title because the delivered goods have been mixed, distorted or copied, the Customer shall be obliged to pledge the newly formed goods to Kleinveld.

Article 17 Uncollected items
a. If goods have not been taken delivery of after the final delivery date, they will remain at the disposal of the Principal. Uncollected goods will be stored at the expense and risk of the Customer. Kleinveld may make use of the authority of Article 6:90 of the Dutch Civil Code at any time.

Article 18 Delivery time
a. Kleinveld will approximate the (delivery) date and/or work period stated in the offer. A specified delivery or completion time or period is therefore never a deadline.
b. When issuing the (delivery) time and/or execution period, the Customer guarantees that Kleinveld can execute the order under the circumstances known to Kleinveld at that time.
c. The implementation period will not start until all details are agreed upon, but at least when:
- all necessary items and data are in Kleinveld's possession;
- final, approved instructions and regulations are in Kleinveld's possession;
- the agreed (partial) payment has been received;
- the necessary conditions for the performance of the agreement are met.
d. If circumstances occur other than those Kleinveld was aware of when it determined the delivery or completion time and/or completion period, Kleinveld may extend the delivery or completion time and/or completion period by the time necessary to complete the order under these circumstances. If the work cannot be fitted into Kleinveld's schedule, it will be carried out as soon as its schedule permits.
e. If there is additional work, the (completion) delivery time and/or execution period will be extended by the time needed to carry out the additional work. If the extra work cannot be fitted into Kleinveld's planning, the work will be carried out as soon as the planning allows this.
f. If there is a suspension of obligations by Kleinveld, the (delivery) time and/or execution period will be extended by the duration of the suspension. If continuation of the work cannot be fitted into Kleinveld's planning, the work will be carried out as soon as the planning allows this.
g. Exceeding the agreed (delivery) time and/or execution period shall under no circumstances give right to compensation, unless agreed in writing

Article 19 On-site obligations
a. Without prejudice to other provisions in these terms and conditions, what is stated in this article applies with regard to liability b. Client guarantees that:
- all permits, licences, exemptions and all other decisions necessary to carry out the Work have been obtained in a timely manner;
- all necessary safety precautions have been taken at the start of the Work and will be maintained during the Work. The Customer shall ensure safe and healthy working conditions for Kleinveld's personnel as required by or pursuant to the Working Conditions Act and/or any other national or international regulation on the subject to the employer and/or the Site;
- such measures have been taken for the protection of Kleinveld's personnel and equipment as the Customer would take for its own personnel;
- the situation of the terrain at the designated Location is such that Kleinveld's equipment can be properly and safely assembled, dismantled, supplied, removed and set up;
- the access roads to the Site or wherever the equipment and/or materials are to be delivered are suitable for Kleinveld's transport vehicles;
- equipment and/or materials to be provided by the Customer are present and made available to Kleinveld in the immediate vicinity of the work performed at that time;
- there are connection facilities for water, lighting and electricity with sufficient power;
- there is sufficient lockable and dry storage space for the material;
- suitable housing(s) or other facilities such as toilet and washing facilities are available at the Location for Kleinveld's staff and any other persons employed by Kleinveld for the work, to Kleinveld's satisfaction and in accordance with the Working Conditions Act;
c. Kleinveld will itself provide a basic set of CE-approved and ISO/EN-standardised clothing and PPE. A basic set of PPE means:
- Helmet
- Gloves
- Safety (sun) glasses
- Work shoes.
The Customer is obliged to provide CE-approved and ISO/EN-standardised, efficient and appropriate project-specific clothing and PPE, such as: special helmets, fire-retardant overalls, or overalls with special coating, life jackets and breathing masks d. If, despite the precautionary measures mentioned in paragraphs b and c of this article, Kleinveld is called to account for a breach of the rules, or it is impossible to carry out the work, this shall constitute gross negligence on the part of the Customer and the Customer shall be obliged to indemnify Kleinveld against any resulting costs, expressly including costs resulting from possible sanctions, damages and/or instructions by, for instance, the Labour Inspectorate.
e. If equipment made available by the Customer is used in the performance of the order, the Customer warrants that he will take out comprehensive hull insurance, as well as WAM (third-party liability) and work risk insurance, which also covers damage or injury to the person operating the equipment. The insurance provides cover during activities for which the agreement has been concluded with Kleinveld. Kleinveld shall be regarded as the insured party on the policy. Both the Customer and its insurer guarantee to fully indemnify Kleinveld against all damage and claims resulting from damage to, with or by the equipment. If the Customer acts under the agreement in the capacity of lessor, the conditions under this article apply without prejudice, whereby the Customer shall be referred to as 'lessor', and Kleinveld as 'lessee/contractor'. Mutatis Mutandis.
f. If the Customer fails to fulfil its obligations as described in the previous paragraphs, the work will be suspended until the Customer fulfils its obligations. The work will be carried out as soon as Kleinveld's schedule permits. In addition, the Client shall be liable for all damage resulting from this for Kleinveld.
g. Where transport facilities (e.g. helicopter, boat) are arranged by the Client for the boarding of Kleinveld to the offshore base, the Client will provide all relevant travel and cancellation insurance at no cost to Kleinveld.

Article 20 Translation
a. There is an English translation of these General Terms of Delivery. In case of disputes on the interpretation of these General Terms of Delivery of any kind, the Dutch text shall prevail.

Article 21 Applicable law and choice of forum
a. Any agreement between Kleinveld and the Customer shall be governed by Dutch law.
b. The Vienna Sales Convention 1980 is excluded, as well as any other international regulation whose exclusion is permitted.
c. All disputes will be submitted in first instance to the competent court in Assen, the Netherlands, unless this is contrary to mandatory law. SPECIAL PART II, RENTAL OF MOVABLE PROPERTY

Article 22 Rental period
a. The hire period commences from the agreed delivery date, or on the date that the equipment or a first part thereof is made available to the Customer earlier if requested.
b. The rental period ends on the expiry of the determined date or, if later, on the date on which the equipment has been received back in its entirety by Kleinveld.
c. If the material is returned damaged and/or contaminated and/or infected, the rental period shall end as soon as the material has been returned to a condition comparable to that at the start of the rental period in Kleinveld's opinion, with the exception of wear and tear caused by normal use.
d. Saturdays, Sundays, public holidays and other days off are included in the rental period. Unless otherwise agreed, part of a day is considered a whole day.
e. If the equipment cannot be made available to the Customer on the agreed date or for the entire rental period, Kleinveld shall make every effort to offer the Customer replacement equipment. If Kleinveld fails to do so, the rental agreement shall be terminated by operation of law. Kleinveld's liability will in that case be limited to paying the Customer compensation equal to the rent for the period prior to the termination in which the Customer was unable to use the equipment.

Article 23 Rent and costs
a. If the equipment is returned before the expiry of the agreed rental period, the rental price for the entire agreed rental period shall still be due.
b. Equipment with internal combustion engines and/or fuel tanks will be delivered with a full tank and consumption will be charged on return of the equipment.
c. Kleinveld shall be entitled to change the agreed price if government costs and/or other factors determining the cost price are increased.

Article 24 Delivery and transport
a. The times agreed with Kleinveld, when Kleinveld has to deliver the equipment or the Customer can collect the equipment, are indicative and not a deadline.
b. Without prejudice to the other liability provisions, the Incoterms declared applicable under article 7 paragraph a are declared applicable by analogy with contracts of sale to hire contracts, to the effect that delivery is made cleared, on the arriving means of transport, ready to be unloaded at the agreed place of destination or the agreed point in that place. Unloading at destination is at the expense and risk of the Customer. Delivery in parts is permitted
c. The Customer is not permitted to transit, or cause to be transit, the goods to a place outside the EU in Kleinveld's name. Notwithstanding any other provisions in these General Terms and Conditions of Delivery, the Customer shall fully indemnify and hold Kleinveld harmless against all damage and costs resulting from the transit of goods to a place outside the EU in Kleinveld's name.
d. The Customer shall provide Kleinveld with all information and documents concerning the whereabouts of the goods without delay and on demand.
e. Kleinveld shall not be liable and the Customer shall indemnify Kleinveld against fines and damages as a result of compulsory insurance prescribed in a particular country that must meet the requirements set by that law

Article 25 Testing, inspection and capacity
a. Kleinveld undertakes to make the equipment available in good and maintained condition.
b. At the time of delivery, Customer shall be obliged to inspect the equipment immediately (or have it inspected) and to check whether its quality and quantity correspond to what was agreed. If Principal does not proceed to inspection, the equipment shall be deemed to have been delivered in good condition and complete, failing which the delivered item shall be definitively accepted without protest.
c. All defects found must be reported by the Customer to Kleinveld in writing without delay. If the Customer puts the equipment into use despite the defects found, the Customer's right to complain shall lapse.
d. Once a piece of equipment is under the Customer's supervision, the Customer guarantees that it will always give Kleinveld the opportunity to inspect or replace the equipment in the meantime, as soon as Kleinveld itself, or a certifying and inspecting institution appointed by the Minister, requires this. It is the responsibility of the Customer to ascertain when inspection and/or replacement need to take place and to inform Kleinveld of this in good time - at least 2 weeks prior to the necessary inspection or replacement. e. The provisions in this article also apply if the piece of equipment obtained by the Customer under supervision has become part of another object, or if the piece of equipment is located somewhere such that inspection and/or replacement thereof is in all reasonableness practically impossible, for example if the piece of equipment is located offshore.

Article 26 Temporary or permanent replacement
a. Kleinveld reserves the right to temporarily or permanently replace the equipment with equivalent equipment during the rental period if this is necessary or desirable in Kleinveld's opinion.
b. The Client is not entitled to terminate the Agreement or suspend payment due to substitution.

Article 27 Use, maintenance and inspection
a. Client is obliged to manage the equipment during the rental period at his own expense and risk as a good tenant and to keep it in a proper and businesslike condition, failing which it is a matter of gross negligence, which implies, among other things, that - Client uses the equipment exclusively within the framework of all applicable legal provisions, as well as within his normal business operations and for the purpose for which the equipment is rented and suitable according to its nature;
- Customer uses the equipment in compliance with the operating, handling and safety instructions communicated or supplied;
- Customer shall have the equipment used only by persons who are suitably qualified and/or licensed for that purpose; - Customer shall not use the equipment outside the Location mentioned in the agreement;
- The Customer is obliged to manage, store and/or transport the material as recognisable property of/or made available by Kleinveld. The Customer is prohibited from removing the (ownership) marks on the material;
- Customer takes all reasonable measures to prevent damage and/or loss of the equipment;
- Principal inspects the equipment on an ongoing basis for proper operation and performs daily maintenance. Daily maintenance shall in any case include:
o Regular cleaning of equipment;
o Regular engine oil changes;
o Keeping refrigerants and lubricants up to date;
o timely replacement of parts such as filters, belts, rubbers and rings;
o Checking the condition of batteries;
o Checking the operation of any cooling and heating elements;
o Preventing frost and water damage;
o readjustment and adjustment of eligible parts.
b. In the event of any defect and/or damage to the equipment and/or damage occurring to or caused with or by the equipment, the Customer shall immediately notify Kleinveld in writing.
c. Repairs may only be carried out with the express prior consent of Kleinveld and shall be carried out by expert personnel. The parts required for daily maintenance or repairs shall be obtained from Kleinveld or companies appointed by it.
d. Repairs, renewals and replacements that are not the result of normal use or wear and tear shall be borne by the Customer.
e. Maintenance, repairs, renewals and replacements resulting from normal use or wear and tear of the equipment shall be payable by Kleinveld.

Article 28 Liability in case of rental of movable property
a. Without prejudice to other provisions in these terms and conditions, the provisions of this article shall apply with regard to liability.
b. From the moment of delivery, the equipment and the use of the equipment shall be for the account and risk of the Customer. The Customer shall indemnify Kleinveld against claims from third parties.
c. The Customer shall be liable for all damage suffered by Kleinveld as a result of damage, loss, destruction, and/or theft and failure to remove residues from the equipment occurring or caused during the rental period, except for damage resulting from normal use or wear and tear, even if this damage only becomes apparent during inspection by Kleinveld after the end of the rental period.
d. The Customer shall be liable for all damage caused with or by the (use of the) equipment. The Customer shall fully indemnify Kleinveld against any claims by the Customer or third parties for damages in connection with (the use of) the equipment.
e. The Customer shall be liable for all damage caused to or by the equipment as a result of contamination or contamination, including in any case additional cleaning costs, as well as costs of cleaning, removal, destruction of the contamination or contamination spread in the soil and/or groundwater on the premises where Kleinveld has stored the returned equipment, however and by whomever caused, including all (consequential) damage as a result of delay and/or partial or complete stoppage of Kleinveld or third parties, irrespective of whether the Customer could invoke force majeure.

Article 29 Termination and redelivery
a. If the agreement has been entered into for an indefinite period, it may be terminated by written notice, such notice to be given at least 2 months, unless otherwise agreed.
b. Client is obliged to return the equipment in the same condition as at the start (except for normal wear and tear) and fully cleaned no later than the end of the rental period.
c. In case of disagreement about the condition of the material, the Customer has the obligation to prove that the material has been returned in good condition. d. The Customer undertakes to inform Kleinveld at least 3 working days before returning the material, in which case Kleinveld will indicate the place and time of the return.
e. If the parties have agreed that Kleinveld will collect the equipment from the Customer at the end of the rental period, the Customer must notify Kleinveld at least 3 working days before the end of the rental period that the equipment can be collected.
f. If the rental period expires without Kleinveld regaining possession of the equipment, Kleinveld shall be entitled to take back the equipment immediately. The obligations arising from the agreement will remain in force until Kleinveld regains possession of the equipment, without prejudice to the Customer's obligation to compensate Kleinveld for any damage suffered by Kleinveld, unless the late return cannot be attributed to the Customer.
g. If, in Kleinveld's opinion, the material is not clean upon return, Kleinveld shall be entitled to clean the material or have it cleaned at the Customer's expense.
h. Kleinveld shall be entitled, if contamination or contamination is found, not to accept the material on return and to forward it to a place and/or Location to be designated in consultation at the Customer's expense.

Article 30 Ownership and subletting
a. Client is not authorised to alienate, pledge or otherwise encumber the equipment.
b. The customer is not authorised to sublet or (co-)use the equipment to third parties without Kleinveld's express prior consent.
c. The Customer is obliged to inform third parties, such as distraining creditors, of Kleinveld's ownership rights to the equipment. If third parties seize any equipment or wish to create or enforce rights thereon, the Customer shall be obliged to inform Kleinveld immediately. SPECIAL PART III, PROVISION OF PERSONNEL

Article 31 The posting
a. Kleinveld will make every effort to carry out the order with due care and to represent the Client's interests to the best of its knowledge. Before starting the assignment, the Client will provide Kleinveld with an accurate description of the position, job requirements, working hours, working time, activities, place of work, working conditions and the intended duration of the assignment.
b. Kleinveld reserves the right, at its own expense, to replace at any time the personnel provided by it to the Client with other equally qualified personnel.

Article 32 Working hours and working time
a. The Client's working hours will apply to the personnel made available, unless different arrangements are made between the parties.
b. The Principal guarantees that the working hours and the rest and working hours of the personnel made available meet the statutory requirements. The client shall ensure that the personnel do not exceed the legally permitted working hours and the agreed scope of work. The client shall indemnify Kleinveld as employer of the assigned personnel against any liability in this respect.

Article 33 Proper exercise of management and supervision
a. Client shall behave in the same careful manner with regard to the personnel made available to it as it is obliged to do with its own employees.
b. The Client is not allowed to 'on-lend' the personnel supplied to a third party; in other words, make them available to a third party for the performance of work under the supervision or management of this third party. On-lending shall also mean the supply by the Client to a (legal) person with which the Client is affiliated in a group.
c. Employment of the personnel supplied abroad by a Customer based in the Netherlands is only possible under the strict management and supervision of the Customer and for a definite period of time, if this has been agreed in writing with Kleinveld and the personnel supplied have agreed to this in writing. The Client shall ensure that all formalities are complied with. The Client shall indemnify Kleinveld against any liability in this respect.
d. The client shall compensate any damage suffered by the seconded personnel as a result of the damage or destruction of any property belonging to the seconded personnel which was used in the course of the assigned work. The client shall indemnify Kleinveld against any liability as employer of the seconded personnel in respect of the damage referred to in this article.

Article 34 Responsibility, liability and insurance
a. Without prejudice to other provisions in these terms and conditions, the provisions of this article shall apply with regard to liability.
b. The Client declares that it is familiar with the fact that it is considered an employer under the Working Conditions Act.
c. The personnel provided will work under the Client's management, supervision and responsibility. He shall give the necessary instructions and fulfil the obligations arising from Section 7:658 of the Dutch Civil Code, the Working Conditions Act and related regulations in the field of safety at the workplace and good working conditions in general.
d. If Kleinveld is obliged to continue to pay wages and supplement in case of illness and this illness is the result of the Client's failure to fulfil the obligations referred to in Article 7:658 of the Dutch Civil Code, the Client shall be obliged to reimburse Kleinveld for all costs resulting from this obligation to continue to pay wages and supplement as well as all other costs, such as reintegration costs.
e. The Client shall compensate - and indemnify Kleinveld against - all damage (including costs including the actual costs of legal assistance) suffered by the personnel made available in the course of performing the work, if and to the extent that the Client and/or Kleinveld is liable for such damage under section 7:658 of the Civil Code.
f. The Customer shall take out and maintain adequate insurance against the risk of damage caused by the personnel made available to third parties in the performance of the work assigned to the personnel by the Customer. The Client shall indemnify Kleinveld against any third-party claims in connection with this agreement.
g. Client shall insure and keep insured liability for damage resulting from errors of the personnel made available in accordance with the provisions of Article 6:170 of the Dutch Civil Code.
h. Should Kleinveld at any time unexpectedly be confronted (for instance on the basis of an actual or fictitious employment) with one or more (additional) tax assessments or VAT withholdings in connection with this agreement, the Customer shall indemnify and hold Kleinveld harmless against any claims in this respect, as well as against all other levies and penalties. i. Should the situation referred to in paragraph h arise, the Customer - if possible jointly with Kleinveld - is entitled to challenge the decision of the Tax Authorities regarding the alleged obligation to withhold and remit VAT before making payment. Kleinveld shall cooperate as much as possible with such a legal action and shall in any case refrain from doing anything which might prejudice the position of the Client in this respect.

Article 35 Duration and termination of the agreement
a. The Client may only terminate the agreement prematurely under the condition that the payment obligations associated with the posting continue until the expiry of the initially agreed term of the agreement. The payment obligation is based on the usual or expected work pattern of the person made available. This, unless Kleinveld and the Customer have agreed otherwise in writing.
b. If the Client wishes to terminate the posting while nothing has been agreed regarding the duration of the agreement, a notice period of one month applies.
c. If the reason for termination is a dispute with the person made available or a conflict situation, the client must inform Kleinveld in good time. Kleinveld will then investigate whether the dispute or conflict situation can be resolved. The Client shall at all times make every effort to prevent and resolve a dispute.

Article 36 Entering into (direct) employment relationship by Principal with the posted person.
a. If the Customer wishes to enter into an employment contract, or another type of employment relationship, directly with a person made available to it by Kleinveld, it shall immediately notify Kleinveld in writing. The parties will then enter into consultation to discuss the Client's wish. The basic principle is that the Customer shall pay Kleinveld a reasonable remuneration for the services rendered by Kleinveld in connection with the posting, recruitment and/or training of the posted person in accordance with the provisions of Article 9a paragraph 2 of the Wet allocatie arbeidskrachten door intermediairs and/or other laws and regulations in this respect, insofar as they have entered into force in the Netherlands.
b. The Client will not enter into an employment agreement directly with the posted person if the Client has not validly terminated the Agreement with Kleinveld.
c. The Principal is prohibited from inducing the hired-out staff to enter into an employment contract or any other type of working relationship with another company, with the intention of hiring out the hired-out through this other company.