1. These general terms and conditions apply to all offers and contracts for deliveries or services to be provided by us, including any related contracts in so far as not explicitly provided otherwise in writing.

2. These terms and conditions consistently use the term "items" even if only 1 item is involved.

3. A contract relating to deliveries or services to be provided by us only becomes binding following written confirmation by us.

Article 2 - Offers

1. All offers made by us are free of obligation.

2. Every offer is based on performance under normal conditions and during regular working hours.

Article 3 - Price

1. Prices indicated by us are based on delivery ex works, which is understood to mean delivery from our premises.

2. If one of the cost price factors is increased after the date of the offer – even if the conditions under which this occurs could have been foreseen – we will be entitled to increase the agreed price accordingly.

Article 4 - Additional orders

All personnel of the commissioning party may place additional orders, which orders will be binding on the commissioning party. This authority to place orders applies to an amount of no more than 15% of the price applicable on the basis on Article 3.

Article 5 - Trading in

When trading in a trailer or semi-trailer, all documents stipulated by the authorities must also be submitted. In the event of non-fulfilment of this obligation or if the trailer or semi-trailer is declared unfit by the Government Road Transport Authority, the commissioning party will be obliged to pay on demand the amount paid by us for the trailer or semi-trailer, increased by any expenses incurred by us. Payment is due when the trailer or semi-trailer is returned.

In the event of non-fulfilment of this obligation, the commissioning party will owe us, in addition to the aforesaid amount, the interest to be calculated in accordance with a percentage of 8 points above the promissory note discount rate of De Nederlandsche Bank (the Dutch central bank) starting on the day on which payment was demanded.

If the commissioning party does not put a trailer or semi-trailer traded in by it at our full and free disposal on the agreed date, the commissioning party will owe us - without any summons or notice of default being required - compensation for every week or part of a week that it remains in default; this compensation per week or part of a week amounts to 1% of the price of the goods as referred to in Article 3 at which the trailer or semi-trailer in question was traded in.

Article 6 - Dimensions and Construction

1. Catalogues, illustrations, drawings, indications of dimensions and weight of the above-mentioned are not binding, except in so far as explicitly included in a contract signed by the parties or an order confirmation signed by us.

2. The costs of any changes in an order are borne by the commissioning party.

3. Any drawings issued by us remain our property and may not be copied or made available to third parties without our written approval.

4. If we think it necessary, we are entitled to replace originally agreed materials or constructions, or both, by materials or constructions that match the originals as closely as possible.

Article 7 - Delivery period

1. The delivery period starts on the latter of the two dates mentioned below:

a) the day on which we receive the amount that is to be paid prior to the start of the work in accordance with Article 10, paragraph 1.

b) the day on which we receive the data, documents, etc, required for the execution of the order.

2. Delivery periods stated are free of obligation and are estimates. Late delivery or execution of the work does not entitle the commissioning party to non-fulfilment of any obligation entered into with respect to us, nor to any payment of damages or dissolution of the contract.

3. In terms of the delivery period, the goods are considered to have been delivered when they are ready for inspection, collection or dispatch.

Article 8 - Delivery

1. The commissioning party is entitled to inspect or have a third party inspect the goods delivered, repaired or processed by us before they have left our premises.

2. Once the items have been accepted, the commissioning party may only submit a complaint regarding defects that could not have been apparent upon inspection.

3. If not agreed otherwise, and following notification of being ready, the items must be collected by the commissioning party on the day and at the location indicated. If it has been agreed that we are to dispatch the items to the commissioning party, dispatch will take place at the latter's expense and risk, following payment of (the remainder of the) price plus freight and any other costs. Insurance will only be taken out on the instructions and at the expense of the commissioning party.

4. Parts will be sent cash on delivery and carriage free by the fastest means.

5. In the event of non-fulfilment of the obligation described in the 3rd paragraph, the items will be stored on our factory premises at the expense and risk of the commissioning party at a rate equalling 2% of the price of the items in question as referred to in Article 3. The same will apply if the commissioning party fails to collect the items in the cases as referred to in the 3rd and 4th paragraphs.

Article 9 - Transfer of risk and ownership

1. Immediately after the items are considered delivered in the sense of Article 7, paragraph 3, the commissioning party bears the risk of all direct losses and consequential damage caused to or by these items or parts thereof.

2. Without prejudice to the stipulations of the previous paragraph and Article 7, paragraph 3, ownership of the items is transferred to the commissioning party when this party has paid everything due to us, including interest and costs.

Article 10 - Payment

1. Unless agreed otherwise, payment of the agreed price is made in two parts, as follows:

- 50% of the price when placing the order;

- 50% before or at the time of delivery.

2. If the commissioning party fails to pay within the agreed periods, this party will be considered to be in default by operation of law and we will charge interest as of the expiry date according to a percentage of 8 points above the promissory note discount rate of De Nederlandsche Bank, as well as all judicial and extrajudicial costs of collection of our claim.

3. In the event of overdue payment, we will also be entitled to collect delivered items - either assembled or after disassembly - without any notice of default or judicial intervention being required.

4. Payments must be made in the manner indicated by us, without discount and without compensation.

5. If the commissioning party does not duly fulfil any obligation arising for it from this or any other contract concluded with it, or if the commissioning party is declared bankrupt or a petition for bankruptcy is filed, or if it applies for a moratorium or bankruptcy, or decides or proceeds to (partial) closing down or liquidation of the company, of if any attachment is levied against the commissioning party, it will be considered to be in default by operation of law and we will be entitled, at our own discretion, and without notice of default or judicial intervention being required,

- to suspend fulfilment of any, a number or all our obligations with respect to the commissioning party, for whatever reason, or

- even if agreed otherwise, to claim cash payment for fulfilment on our part of any obligation, or

- to dissolve the contract(s) in whole or in part or declare it (them) dissolved, without us being bound to any payment of damages, guarantee or otherwise and without prejudice to any future right that we may have.

Article 11 - Guarantee

1. All items delivered by us are subject to a six-month guarantee, with a maximum of 50,000 kilometres on structural or materials defects or both, in so far as these could not have become apparent upon inspection as referred to in Article 8, paragraph 1.

The said guarantee implies that we will replace, free of charge, all defective parts in Helmond, the Netherlands, with only the labour costs being charged to the commissioning party. Replaced materials will become our property without us being bound to pay the commissioning party any compensation in this respect.

2. Superstructures, tyres and other parts not manufactured by us are not covered by the guarantee as referred to in paragraph 1. Our guarantee on parts purchased from a third-party supplier does not exceed the guarantee granted to us by the supplier in question.

3. The guarantee does not apply in the event of overload or incorrect use or if the items supplied by us were used by or on behalf of the commissioning party under circumstances or conditions, or both, that are fundamentally different from those prevailing in western Europe. Neither does the guarantee apply in the event of a modification or repair made without our prior knowledge and approval.

4. The guarantee may only be invoked by the commissioning party.

Article 12 - Liability

1. With due observance of the rules of public order and good faith, the following applies to our liability:

a) Our liability under this contract or under the law is explicitly limited to fulfilment of the guarantee obligation described in Article 11 of these terms and conditions; any claim for damages, except those regarding non-fulfilment of the guarantee obligation, is excluded;

b) any claim for direct trading loss or other consequential damage is excluded;

c) we are not liable for costs, damages and interests that may arise as a direct or indirect result of:

- violation of patents, licences and other third-party rights resulting from the use of details provided by us on behalf of the commissioning party;

- acts or omissions by us, our subordinates or other personnel employed by us or on our behalf, except in the event of an intentional act or omission;

- exceeding the delivery period;

- third-party acts or omissions.

2. The commissioning party is liable to pay any compensation for costs, damages and interests incurred by us as the direct or indirect result of a legal claim instituted against us by a third party in connection with driving a vehicle owned by the commissioning party; in that case, the commissioning party is obliged to comply with our introduction of a third party.

Article 13 - Repairs

1. Any parts replaced during repairs become our property without us being obliged to pay any compensation.

2. If, at the request of the commissioning party, we issue an assessor's report prior to commencing a repair, the commissioning party must pay us compensation for this assessor's report equal to 10% of the estimated costs of repair, unless the commissioning party instructs us to carry out the repair in question.

Article 14 - Force majeure

1. In the event of force majeure we are entitled, at our own discretion, to either extend the delivery period with the duration of the impediment or cancel the contract affected by this impediment in so far as it has not yet been fulfilled, without us being held liable for any damages whatsoever.

2. Force majeure is defined as any circumstance beyond our control - even if it could have been foreseen at the time that the contract was concluded - that permanently or temporarily hinders fulfilment of the contract, as well as (in so far as not already included) war, threat of war, civil war, riot, strikes, lockout, transport problems, fire and other severe disruptions in our business, or in the business of our supplier.

Article 15 - Applicable law

1. All contracts to which these terms and conditions apply in whole or in part are governed by Netherlands law as it applies to the Kingdom of the Netherlands in Europe.

2. Any disputes arising from a contract to which these terms and conditions apply in whole or in part or from further contracts resulting from such contracts will be brought before the District Court in ‘s-Hertogenbosch, except in so far as the subdistrict court is competent to take cognisance of the dispute, in which case the domicile of the defendant will be the deciding factor.