General terms and conditions of sale and delivery

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

of Paashuis Bedrijfswagens B.V., and Paashuis Bedrijfswagens Doetinchem B.V. established and with offices in Lichtenvoorde and Doetinchem,

filed with the Chamber of Commerce under number 08054482 and 09156544

ARTICLE 1. DEFINITIONS

1.1 Paashuis Bedrijfswagens B.V., Paashuis Bedrijfswagens Doetinchem B.V., and their affiliated operating companies, as well as their legal successors under general title are the user of these general terms and conditions and will hereinafter be referred to as: “we” and “us”.

1.2 “Client” means any (legal) person to whom we direct our offers, as well as the person who directs offers to us and the person who places an order with us, or the person with whom we enter into an agreement and furthermore the person with whom we have any legal relationship and, in addition to this, their representative(s), authorised representative(s), legal successor(s) and heir(s).

1.3 “Products” and/or “vehicles” means all products and/or (second-hand) vehicles, means of transport, trucks (components), parts etc. that are delivered to the client in application of these general terms and conditions, as well as the performance of services and work (including repair work) and/or the provision of advice by us to the client.

1.4 “Retention period” means a period of at least 6 months from: (i) the date of handover of the vehicle (issue of the technical acceptance report) or (ii) from the date on which the vehicle was first used, depending on which date is the latest.

1.5 “Volvo Group” means AB Volvo and any company that is or becomes a subsidiary, including but not limited to Volvo Trucks and Renault Trucks, or a holding company of AB Volvo.

ARTICLE 2. APPLICABILITY

2.1 These general terms and conditions apply to all our offers, agreements, contracts of assignment (aimed at the performance of work by us) as well as all legal acts, deliveries and work performed by us, including all pre-contractual situations as well as legal relationships to be entered into with us in the future regarding, among other things, the sale of second-hand (commercial) vehicles, trucks, truck components (second-hand) means of transport, parts and accessories as well as the adjustment and production of chassis and cabins, the design and production of components, the performance of repair, maintenance and other work on the products and/or vehicles.

2.2 Deviations from and additions to these general terms and conditions only bind us if they have been agreed in writing.

2.3 We reserve the right to revise these general terms and conditions from time to time.

2.4 To the extent permitted by law, these general terms and conditions, as well as the revised version thereof in accordance with article 2.3, also apply to agreements already concluded.

2.5 If it appears that one or more provisions in these general terms and conditions are null and void, voidable or invalid, the other provisions of these general terms and conditions will remain in full force.

ARTICLE 3. OFFERS

3.1 All our offers and quotations are without obligation, unless they contain a term for acceptance, in which case the offer will expire after this term.

3.2 Changes and/or commitments made after the offer, whether made orally or in writing by us, constitute a new offer, whereby the previous offer will expire.

3.3 All offers and quotations are based on the execution of the agreement by us under normal circumstances and during normal working hours, unless expressly stated otherwise in writing.

3.4 All data in publication/advertising material are without obligation and subject to change. The contractor does not guarantee the correctness, completeness or topicality of this data, including (vehicle) specifications, emissions, fuel consumption, etc. The client cannot derive any claims from catalogues and other pre-printed information or errors therein.

ARTICLE 4. CONCLUSION

4.1 All our offers are without obligation, unless otherwise stated. The agreement is concluded at the time of receipt by us of a written acceptance of this offer and, if the client makes an offer and/or places an order, at the time that we accept the offer and/or the order or when we have started to execute the order.

4.2 Orders placed via intermediaries, including agents, representatives or resellers, are only legally valid after we have confirmed them in writing. Verbal agreements and stipulations are only binding after they have been confirmed in writing by us by persons authorised to do so.

4.3 If an acceptance by the client deviates from the offer, this will be considered a new offer by the client and a rejection of our entire offer, even if there is only a deviation on minor points.

4.4 Additional agreements, changes and/or commitments made after the agreement, whether verbally or in writing by our staff, representatives, salespeople or other intermediaries, are not binding, unless they are confirmed by us to the client in writing. Our (written) acceptance of the order or confirmation of agreements is deemed to reflect the content of the agreement that has been concluded.

4.5 Every agreement is entered into under the condition that price increases, extensions of delivery times and adjustments of specifications by our suppliers also become part of the agreements as recorded by us with the client.

ARTICLE 5. EXECUTION OF WORK

5.1 We are obliged to take good care of the vehicle on which the work is being carried out during the execution of the work.

5.2 When carrying out repair work, we will assume the complaints indicated by the client. If there is no clear description of complaints, the defects found by us will be repaired.

5.3 The period within which work is carried out can only be indicated approximately.

5.4 As soon as we become aware of facts and circumstances that prevent or hinder the execution of the work within the indicated period, we will notify the client of this, stating the expected new period.

ARTICLE 6. DATA AND INFORMATION

6.1 We are only obliged to (continue to) execute the order if the client has provided all data and information requested by us, in the form and manner desired by us. Additional costs, damages (including loss of interest) and/or delays arising because the client has not provided the requested data and information, has not provided it on time or has not provided it properly, will be borne by the client. The client guarantees the correctness, completeness and reliability of the data and information provided to us by or on behalf of the client

6.2 The client is obliged to inform us without delay of facts and circumstances that may be important in connection with the execution of the order.

ARTICLE 7. EXECUTION OF THE ORDER

7.1 We determine the manner in which and by which persons the order is carried out, but we will take into account the wishes expressed by the client as much as possible. We will carry out the work to the best of our ability and with due care; however, we cannot guarantee that any intended result will be achieved.

7.2 The client is obliged to provide all cooperation for our work, at his own expense and risk, including the timely, complete and correct provision of all necessary (vehicle) information, drawings and/or calculations and other data that we require for our work. If this cooperation is not provided on time, completely and/or properly, as well as in the event of late payment of any amount owed to us, all consequences thereof, including a longer delivery time and additional costs, will be borne by the client.

7.3 Deadlines within which work must be completed are always approximate and are only fatal deadlines if this has been expressly agreed in writing.

7.4 The agreement cannot be terminated by the client due to exceeding the deadline, unless it is established that execution is permanently impossible, unless we also fail to execute the agreement or fail to execute it in full within a reasonable period notified to us in writing after the end of the agreed delivery period.

ARTICLE 8. PRICES

8.1 The prices stated by us are net prices and are exclusive of sales tax and other government charges and/or charges of third parties that apply to the sale and/or delivery and/or execution of the agreement and are based on delivery from our location, unless otherwise agreed in writing.

8.2 The prices stated by us are quoted in Euros, or in another currency agreed by us; any exchange rate differences are at the risk of the client, unless otherwise agreed in writing.

8.3 The prices stated by us are based on the daily prices and specifications applicable at the time of concluding the agreement and on execution of the agreement under normal circumstances.

8.4 We reserve the right to charge the client a proportional price increase if, after concluding the agreement, an increase occurs in one or more price-determining factors and/or statutory levies, including wages, premiums, raw materials, materials, end products and exchange rate changes.

8.5 The provisions of sub 8.4 apply regardless of whether the changes in the price-determining factors referred to therein are the result of circumstances that could have been foreseen when the agreement was concluded.

8.6 Unless expressly agreed otherwise in writing, delivery costs, service costs and costs for shipping, etc., are never included in our price. Unless otherwise agreed in writing, the workshop rates are exclusive of the costs of materials, parts and any costs of third parties.

8.7 Price increases resulting from additions to and/or changes to the agreement are for the account of the client.

8.8 Costs incurred because the client has failed to make the execution of the agreement possible and/or because circumstances arise that can be attributed to the client as a result of which we have incurred costs, will be charged to the client by us.

ARTICLE 9. DELIVERY

9.1 Delivery times are determined in mutual consultation, however, delivery times and/or delivery dates specified by us shall never be regarded as fatal deadlines unless otherwise agreed in writing. In the event of late delivery and/or completion, we must be notified in writing of default, stating a reasonable period for compliance. A reasonable period is in any case the period considered reasonable in the industry.

9.2 If the exceeding of the delivery period is not attributable to us, the client can never claim compensation or termination of the agreement.

9.3 The specified delivery times and/or delivery dates are based on the working conditions applicable at the time the agreement is concluded and on timely delivery of the materials and/or parts ordered by us for the execution of the agreement.

9.4 The client is obliged to accept the goods delivered by us at the agreed delivery time, failing which we (despite this) are deemed to have delivered, the risk in accordance with the provisions of paragraph 1 of article 10 is transferred to the client and we are furthermore entitled to charge the client for all resulting costs (including storage and parking costs in accordance with our or locally applicable (customary) rate) and damages (including loss of interest).

9.5 Delivery takes place ex our establishment. We are entitled to deliver in parts.

9.6 If the manufacturer, (importer) or supplier makes modifications or (construction) changes to a product, we reserve the right to deliver the modified product, provided that the modified product has at least the normal usage properties of the original product, as well as the special usage properties, if and to the extent that this has been agreed in writing between us and the client.

ARTICLE 10. OWNERSHIP, RISK AND PROHIBITION ON RESALE

10.1 The risk of the sold products and vehicles shall pass from us to the client at the time of delivery in accordance with article 9 of these general terms and conditions. In the event of the sale of a vehicle, the client is obliged to insure the vehicle from the time of delivery.

10.2 Without prejudice to the transfer of risk in accordance with paragraph 1 of this article, the ownership of the sold products shall only pass from us to the client after the latter has paid all claims from us concerning the consideration for the products delivered or to be delivered by us to the client under the agreement or any comparable agreement or work performed or to be performed for the benefit of the client under such an agreement, as well as with regard to claims due to failure to comply with such agreements.

10.3 During the period that the ownership of a vehicle has not yet been transferred to the client in accordance with the provisions of paragraph 2 of this article, but delivery in accordance with article 9 of these general terms and conditions has already taken place, the client must keep the vehicle insured for third party liability plus comprehensive insurance and is not permitted to alienate, encumber, pledge, rent, lend or make the vehicle available to third parties in any way or transfer it to third parties as security. If the vehicle is sold or transferred to a third party, the claim that arises from the onward delivery of the vehicles to the third party purchaser will be quietly pledged in advance in our favour and the client hereby undertakes to cooperate in any registration thereof. If the products supplied and/or made with it are the subject of accession and/or formation of a property, a pledge is now established on the product of which our product has become a component. The client will indemnify us for the aforementioned period against claims from third parties on the vehicle.

10.4 During the period referred to in paragraph 3, the client is obliged to return the products and/or sold vehicles to us in good condition at our first request. If the client fails to meet his payment obligations towards us or if we have good reason to fear that he will fail to meet his obligations, we are entitled to take back the products delivered under our retention of title.

10.5 The client is obliged to store products delivered under retention of title with due care and as recognisable property of us.

10.6 The client is aware that Volvo Group operates on the basis of a selective distribution system permitted by applicable law. The client guarantees and confirms that he does not do business as an unauthorised seller of vehicles covered by this agreement. This means in particular that the Client undertakes not to resell any new vehicles that are the subject of this agreement: (i) for commercial purposes during the retention period and (ii) not to conclude lease agreements or rental agreements for such vehicles with an option to purchase them by a lessee or third party during the retention period or the period in which the vehicles are not put into service (prohibition of resale). If the Client is a genuine bodybuilder, he may resell the vehicle after installing a superstructure of significant value. The superstructure is considered to have a significant value if the price for the superstructure (as part of the complete vehicle) is equal to or higher than the price for the vehicle chassis as purchased by us from our supplier.

ARTICLE 11. PAYMENT AND SECURITY

11.1 Unless otherwise agreed in writing, payment shall be made at the time of delivery. In the event of work being performed, payment shall be made by the client within 30 days of the invoice date. This term shall be considered a fatal term, upon expiry of which the client shall immediately be in default. Suspensions and offsetting with claims that the client claims to have against us are not permitted. You hereby undertake to pay us at our first request by delivering items to be designated by us, including the items delivered by us to you (payment in kind pursuant to Article 6:45 of the Dutch Civil Code).

11.2 In the event of non-payment within the term referred to in Article 11.1, interest shall be due, pursuant to Article 6:119a in conjunction with. 6:120 BW, or the statutory interest if this is higher, whereby a part of the month is considered a full month, starting on the first day after the expiry of the payment term referred to in article 11.1.

11.3 In the event of non-payment within the term referred to in article 11.1, we reserve the right to increase the amount owed by the client by the judicial and extrajudicial collection costs. The extrajudicial collection costs are set at 15% of the amount owed with a minimum of € 250.-.

11.4 Payments made by the client always serve to settle all interest and costs owed and then to settle the claims under the agreement that have been due the longest, even if the client states that the payment relates to another claim.

11.5 Any payment discounts agreed in writing will lapse if the payments are not received within the further agreed payment term.

11.6 The client is not entitled to refuse or suspend the fulfilment of his payment obligation on the grounds of alleged defects in the products or for any other reason whatsoever, unless the defect is recognised as such by us. In the latter case, the client is entitled to suspend a payment of up to 15% of the amount due for the product in question until the defect has been remedied.

11.7 We are always entitled to offset all that we, one or more of our sister, subsidiary and parent companies and/or other companies belonging to the group of companies as referred to in article 1.1, have to claim from the client, its sister, subsidiary and parent companies and/or other companies belonging to the client's group, and to invoke a right of suspension in respect of (one or more of) that claim(s).

11.8 In the event of liquidation, insolvency, bankruptcy or suspension of payment of the client, the claims, for whatever reason (including those of the parties mentioned in article 11.7), are immediately due and payable by the client.

11.9 We are at all times entitled to demand an advance payment of the amount owed by the client and/or to demand that the client, as security for the fulfilment of all his obligations, cooperates at first request in providing sufficient security, including but not limited to an irrevocable and unconditional bank guarantee issued by a recognised banking institution and/or the provision of a pledge and/or a surety and/or the issuing of joint and several liability. If this security is not provided, we are entitled to suspend the performance of the agreement or to terminate it immediately, without prejudice to our right to terminate the agreement in accordance with the provisions of article 17.

ARTICLE 12. SUSPENSION AND RIGHT OF RETENTION

12.1 We are authorised to suspend our performance (including future partial deliveries) if the client, its sister, subsidiary and parent companies and/or other companies belonging to the client's group do not fulfil one or more of their (their) obligations or if circumstances that have come to our attention give us good reason to fear that the client, its sister, subsidiary and parent companies and/or other companies belonging to the client's group will not fulfil their (their) obligations, except for deviating mandatory provisions.

12.2 We may exercise the right of retention on all matters of the client to which the performance of the agreement relates and which we actually have in our possession in the context of the agreement, if the client does not fulfil in whole or in part the obligations related to the performance of the agreement, or other agreements concluded with the client arising from matters that we have regularly done with the client. We are also entitled to exercise the right of retention on all (other) matters of the client, its sister, subsidiary and parent companies and/or other companies belonging to the client's group that we actually have in our possession, both for claims that we have on the client and for claims that we have to claim on the client, its sister, subsidiary and parent companies and/or other companies belonging to the client's group as well as on companies affiliated with the client.

12.3 We are entitled to recover from the client the damage (including loss of interest) that we have suffered and the costs that we have had to incur in connection with the care with regard to the matters that we actually have in our possession.

ARTICLE 13. WARRANTY AND COMPLAINTS

13.1 If and to the extent that nothing has been expressly agreed regarding the quality of the products to be delivered, the client can only claim a quality that is in accordance with what is customary in the industry.

13.2 Replaced parts and materials become our property and will only be made available to the client if this has been expressly agreed in writing.

13.3 Only the warranties provided by the manufacturer, (importer) and other suppliers apply to new vehicles, parts and accessories. These warranties may be amended from time to time. We (and Volvo Group to the extent necessary) give no warranty, express or implied, beyond that stated in the applicable warranty document. To the extent permitted by law, we (and Volvo Group to the extent necessary) exclude all conditions, warranties and provisions that, express or implied, legal, customary or otherwise, would or could continue to exist without such exclusion. When selling vehicles, parts, accessories or other products, we will provide copies of the relevant guarantees and bring them to the attention of the client.

13.4 A guarantee is only provided on used vehicles if and to the extent specified in the agreement.

13.5 No guarantee is provided on used parts and accessories.

13.6 We guarantee the professional execution of the agreed work for a period of 3 months up to a maximum of 25,000 kilometres, calculated from the time that the vehicle is made available to the client again after the work has been carried out.

13.7 Notwithstanding the foregoing, the guarantee for work that we have had carried out by a third party in the context of the execution of the agreement is limited to the guarantee that we appear to be able to realise with this third party.

13.8 The claims under the guarantee lapse if:

a. we are not given the opportunity to remedy the defects;

b. third parties have carried out work without our permission that is related to the defect in respect of the repair of which we have carried out work in connection with which a claim is made under the guarantee;

c. in the event of improper use of the vehicle, including but not limited to:

- use for purposes other than normal use;

- overloading;

- use of incorrect fuels and oils;

- use and/or maintenance other than that prescribed by us or the manufacturer of the vehicle;

- unskilled control, use and/or maintenance; and

d. if changes have been made to the vehicle by or on behalf of the client, unless this has been done entirely in accordance with written advice given by us or after written permission has been obtained from us.

13.9 The guarantee on work is limited to us re-performing the original work carried out at our expense. The travel and/or transport costs incurred in connection with the performance of guarantee work by us are for the account of the client. If, in our opinion, the performance of warranty work is no longer possible or useful, the client is entitled to reasonable compensation for damages up to a maximum of the invoice amount of the original work that was not performed properly.

13.10 The warranty work performed on the basis of this article is guaranteed under the same conditions and for the remaining duration of the warranty period (no further “warranty on warranty”).

13.11 The following are excluded from the warranty:

- emergency repairs;

- defects in materials or parts that have been prescribed or made available by the client;

- defects that are the result of designs, drawings, constructions or working methods made available by the client or advice given by the client;

- deviations in colour or quality of the paint layer that are considered permissible in the industry or unavoidable.

13.12 Any complaints regarding vehicles supplied by us (including quality and/or dimensions) and regarding work carried out as well as regarding invoice amounts must be submitted to us in writing within 8 working days of receipt of the vehicle, or after the work has been carried out, or after receipt of the invoice, respectively, stating in detail the facts to which the complaint relates, failing which no further complaint can be made.

13.13 If it is not reasonably possible to discover the defect within the above-mentioned period, the client must immediately complain to us in writing after discovering or should have discovered the defect. No complaints can be made regarding defects discovered after the warranty period has expired and, if this is unclear, after one year after delivery.

13.14 Minor or industry-standard deviations and differences in quality, quantity, size or finish, as well as differences in the execution of the work, cannot constitute grounds for complaints.

13.15 A complaint does not affect the client's payment obligation. If we replace parts of a product or if we replace a product completely, we become the owner of the replaced (old) product.

13.16 The products complained about can only be returned if we agree to this in writing. Products that are custom-made by us at the request of the client cannot be returned unless we agree to this in writing. We reserve the right to charge the return costs to the client.

13.17 Complaints regarding defects will not be honored if the products have been processed, or if these defects have not been reported within the above-mentioned periods.

13.18 After a complaint, we will be given the opportunity to inspect the products, for which the client will provide all cooperation. Complaints regarding products that cannot be inspected by us are not possible.

13.19 The client cannot make any claim against us regarding complaints about defects of products as long as the client has not yet fulfilled any obligation towards us, even if it is not directly related to this.

13.20 If the importer and/or the manufacturer informs us of a defect in a vehicle or new part supplied by us, which leads to a so-called recall, we will inform the client of this in writing as soon as possible. If the client does not contact us immediately after this written notification, all possible claims of the client on that basis may lapse. This means that we, the importer, and the manufacturer are not liable for any damage suffered or to be suffered by the buyer as a result.

13.21 All claims against us lapse if they are not submitted to us in writing within one year of their occurrence, with the understanding that a limitation period of two years from the delivery of the vehicle or new parts applies exclusively to consumers.

ARTICLE 14. DAMAGE ASSESSMENT

14.1 If we have carried out a damage assessment on behalf of the client, the client is obliged to pay us all related costs unless the client instructs us to repair the defect in question or the client proceeds to purchase a new vehicle from us as a result of the assessment.

ARTICLE 15. SALE WITH TRADE-IN

15.1 If, when selling a vehicle in exchange for a used vehicle, the client continues to use the vehicle to be traded in while awaiting delivery, the client is obliged to take good care of the vehicle.

15.2 The vehicle to be traded in will only become our property at the time that we obtain actual possession of this vehicle.

15.3 During the use referred to in paragraph 1 of this article, the risk for the vehicle rests with the client and all costs, in particular those of maintenance and any damage arising from any cause whatsoever, also as a result of loss, including the inability to hand in the valid complete registration certificate and/or registration certificate and any other official documents, will be borne by the client.

15.4 If, in our opinion, the vehicle to be traded in is no longer in the same condition at the time we actually receive the vehicle as it was at the time the agreement was concluded, we are entitled to refuse the trade-in and demand payment of the agreed purchase price of the vehicle, or to re-evaluate the vehicle to be traded in and take the value at that time into account.

15.5 If, in our opinion, the vehicle to be traded in has defects that could only be detected after it was actually made available, but which have been objectively proven to have been present at the time the agreement was concluded, the client must compensate us for the damage that this causes. Damage includes, among other things, a reduction in the valuation value.

ARTICLE 16. CANCELLATION

16.1 If the client wishes to cancel the agreement stating clear reasons and we agree to this request, the client is in any case obliged to reimburse us for all expenses incurred by us in the context of the agreement and obligations already entered into in connection with ordered and possibly still to be purchased, processed or processed items, materials and parts, as well as the damage caused in connection with the cancellation, which is fixed in advance at 25% of the order amount, subject to all our rights to further and full compensation.

16.2 The client is not liable for cancellation costs if, in the case of a distance sale, the client has validly dissolved the agreement on the basis of article 6:230o BW.

ARTICLE 17. DISSOLUTION

17.1 If the client fails to meet any (payment) obligation arising from any agreement concluded with us, fails to meet it in a timely manner or fails to meet it properly, as well as in the event of an application for or granting of a moratorium, bankruptcy or placement under guardianship, or liquidation of the client's company, we are entitled to suspend our obligations and/or dissolve the agreement or part thereof without notice of default and without judicial intervention.

17.2 As a result of the dissolution, existing claims on both sides become immediately due and payable. The client is liable for the damage suffered by us, including interest and loss of profit.

17.3 If the provisions of paragraph 1 occur and the client enjoys a benefit that he would not have had if he had properly complied, we are entitled to compensation for our damage to the extent of this benefit.

17.4 Except to the extent provided for in these general terms and conditions, the parties waive the right to dissolve the agreement concluded with us in whole or in part.

17.5 To the extent legally possible, the parties also waive the right to annul the agreement concluded with us in whole or in part or to demand amendment of the consequences thereof in court.

ARTICLE 18. FORCE MAJEURE

18.1 During a situation of force majeure, which is understood to mean any circumstance beyond our control that prevents and/or complicates the performance of the agreement by us, including but not limited to war, terrorism, riots, molestation, epidemics and pandemics, fire, water damage, flooding, extreme weather conditions, theft, strikes, occupation of premises, import and export restrictions, government measures, defects in machines, disruptions in the supply of energy or the supply of materials by third parties, and similar circumstances, the performance of the agreement will be suspended at our discretion (and delivery times will be extended), or the agreement will be terminated by means of a written and reasoned statement. In the event of termination, there will be no obligation to pay damages, except for any compensation by the client for our actual costs incurred.

18.2 If, upon the occurrence of force majeure, we have partially fulfilled all of our obligations, or can only partially fulfil our obligations, we are entitled to invoice the part performed or still to be performed separately. The Client is obliged to pay that invoice as if it concerned a separate contract.

ARTICLE 19. LIABILITY

19.1 Except in the case of intent or deliberate recklessness on the part of us or our managers (including managerial subordinates), our liability is limited to our warranty obligations as described in article 13 and we are not liable for any damage whatsoever, regardless of whether the claim is based on an agreement concluded with us, unlawful act or otherwise.

19.2 If we are nevertheless liable for damage and this damage is not attributable to intent or gross negligence on the part of us or one of our managers (including managerial subordinates), our liability is always limited to direct damage to property or persons and never extends to any business damage or other consequential damage, including loss of income.

19.3 If we are liable for damage and if this damage is not due to intent or gross negligence on our part or on the part of one of our managers (including managerial subordinates), our liability is further limited to the price for which the client purchased the product, or to an amount paid by the client for the order, or at least up to a maximum of the current value of the vehicle in question.

19.4 If a final and binding court ruling considers the provisions in sub 19.2 and/or 19.3 to be unreasonably onerous, our liability is limited to that damage and up to a maximum of the amount for which we are insured or would reasonably have been insured, given the prevailing practice in the industry.

19.5 If the client is a consumer, the statutory provisions apply to our liability.

19.6 The client is obliged to indemnify us or compensate us for all claims by third parties for compensation for damage, costs or interest for which our liability is excluded in this condition in relation to the client.

19.7 We are never liable for damage caused by work with regard to the products that does not form part of our normal work and is carried out by us as a service at the express request of the client. This work is carried out at the expense and risk of the client.

19.8 We will insure the risk of loss or damage to items of the client that we have in our possession for the period that we have these items in our possession. We are liable for items handed over to us by the client, regardless of the external cause and regardless of whether the damage or loss occurs during the period that we have these items in our possession on the basis of an agreement, only to the extent that the relevant insurer reimburses the damage in question. An ‘external cause’ does not include the processing of the goods

19.9 If this agreement concerns goods that we obtain or have obtained from third parties, our responsibility and/or liability is limited to that for which that supplier is responsible and/or liable to us. This provision only applies to the extent that this application is more favourable to the client than the application of the above provisions.

19.10 We are not obliged to offer the client alternative transport or to arrange the transport of the goods transported, nor is the client entitled to reimbursement of the costs of alternative transport.

19.11 All defences that we can derive from the agreement concluded with the client can also be invoked against the client by our employees and other third parties involved in the performance of the agreement, including the importer, our suppliers and subcontractors (third-party clause).

ARTICLE 20. INTELLECTUAL PROPERTY RIGHTS

20.1 All intellectual property rights and/or rights relating to intellectual products that we develop or use in the execution of the assignment, including advice, methods, (model) contracts, systems, system designs, etc., belong to us, insofar as they do not already belong to third parties.

20.2 Except with our express prior consent, the client is not permitted to reproduce, publish or exploit the intellectual products or the recording thereof on data, whether or not together with or by engaging third parties.

ARTICLE 21. DEVIATING CONDITIONS

21.1 If special conditions have been agreed upon for the sale of certain products of ours, these special conditions shall prevail in the event of a conflict with these general conditions insofar as they relate to those specific products. For the rest, these general conditions shall remain valid.

21.2 In the event that the vehicle operates with an electric driveline, any intervention on the vehicle (including roadside assistance) requires special and mandatory permits or accreditations, the use of necessary personal protective equipment and the securing of the Vehicle. The warning messages in the vehicle must be observed, including the labels and instructions stated in the owner’s manual/handbook and instructions from Volvo Group. These instructions must be followed by the customer/user at his own responsibility. The driver and third parties who may come into contact with the truck must be informed about the characteristics of the electric vehicles and the associated safety instructions. The permits or accreditations, training and safety instructions required for electric vehicles are essential for using and/or working on the vehicle. The customer remains solely responsible for the conformity of the electrical system used to charge the vehicle. Volvo Group and we cannot be held liable for the failure of the customer to follow the necessary training, obtain specific permits or accreditations and ensure the conformity of the installations and systems required by the applicable legislation. For questions regarding electrical safety, the customer is advised to contact a repairer with sufficient competence in this area. The Dealer Locator [https://www.volvotrucks.nl/nl-nl/tools/dealer-locator.html] contains a list of authorized repairers who are certified to service and repair electric vehicles.

21.3 Disclaimer regarding vehicles with electric driveline: we advise the required battery capacity based on: (i) key information (such as the specification of the vehicle, bodywork and route/duty cycle) that you have provided us and (ii) the climate, in order to predict the effective range of the vehicle during its typical lifespan. A number of assumptions have been made in the calculation that are intended to mimic a typical usage pattern. However, as with all vehicles, actual range will be affected by the conditions in which the vehicle is used, including, but not limited to, payload, route traveled, driver style, weather, and use of key electrical systems such as lighting, cabin heating, and body-mounted equipment. While Volvo Group and its authorized network make every effort to ensure the accuracy of the recommendations, these parties and we accept no liability if the vehicle does not achieve the predicted range.

ARTICLE 22. PROCESSING PERSONAL DATA

22.1 The client's data is processed by us. We are also entitled to make this data available to third parties. As far as the processing of personal data is concerned, this is processing within the meaning of the General Data Protection Regulation. Based on this processing, we can execute the agreement, meet the warranty obligations towards the client, provide optimal service, provide the client with product information and personalized offers in a timely manner. If the processing of personal data concerns direct mailing, any objection registered with us by the client will be honored.

22.2 The Customer is aware that Vehicles manufactured, delivered or marketed by a Volvo Group company are equipped with one or more systems that may collect and store information about the Vehicle (the “Information Systems”), including, but not limited to, information about the condition and performance of the Vehicle and information about the operation of the Vehicle (collectively, the “Vehicle Data”). The Customer agrees not to disrupt the operation of the Information Systems in any way.

Notwithstanding termination or expiration of the Agreement, the Customer acknowledges and agrees that Volvo Group: (i) may access the Information Systems (including remote access) at any time; (ii) may collect the Vehicle Data; (iii) may store the Vehicle Data on Volvo Group systems; (iv) may use the Vehicle Data to provide services to the Customer, as well as for its own internal and other reasonable business purposes; and (v) may share the Vehicle Data within the Volvo Group and with selected third parties.

The Customer shall ensure that any driver or other person authorized by the Customer to drive the Vehicle may drive the Vehicle. management: (i) is aware that personal data relating to them may be collected, stored, used, shared or otherwise processed by Volvo Group; and (ii) is referred to or provided with a copy of the applicable Volvo Group Privacy Statement (available at https://www.volvogroup.com/en-en/privacy.html).

Customer agrees to notify Volvo Group in writing if it sells the vehicle or otherwise transfers ownership to a third party.

22.3 Customer acknowledges that the Data Management Agreement, which is attached as an appendix to the Sales Agreement and is available at the following website: http://tsadp.volvotrucks.com/, forms an integral part of the Purchase Agreement and agrees that the provisions of that Agreement shall apply to any data processing under this Purchase Agreement.

22.4 Customer hereby grants us and each relevant company that is part of the Volvo Group and the selected third parties permission to use and/or process the data referred to in this Article for the purposes set out in this Article.

ARTICLE 23. TRADE CONTROL, SANCTIONS LAW

23.1 The Client undertakes to register any new Vehicle purchased under this Agreement in the Netherlands or elsewhere in the EEA, Switzerland or the United Kingdom and not to resell it during the retention period.

23.2 The Client is aware that applicable export control and sanctions legislation prohibits the supply of Vehicles to sanctioned persons or countries. Without prejudice to the Client’s obligations set out in Articles 23.1 and 10.6 above and Article 23.3 below, (i) the Client undertakes not to supply Vehicles to any person or country where such supply may contravene applicable export control and sanctions legislation or otherwise cause us to be in breach of applicable export control and sanctions legislation; (ii) the Client undertakes not to knowingly or intentionally facilitate such supply by supplying the Vehicle to a third party; (iii) the Client warrants and represents that the Vehicles purchased under this Agreement will not be used by the Client or any of its affiliates, officers, directors, employees or others acting for or on its behalf in a manner that may violate applicable export control and sanctions laws or otherwise cause us to violate applicable export control and sanctions laws; and (iv) the Client warrants that neither it nor any of its officers, directors, shareholders or beneficial owners are on any sanctions list of the European Union or any of its member states, the United States, the United Nations, the United Kingdom or any other organization or state.

23.3 Notwithstanding any applicable export control and sanctions laws and regulations and without prejudice to the obligations of the Client as set out in Articles 10.6, 23.1 and 23.2 above, the Client warrants and confirms that (i) none of the Vehicles to be purchased from us under this Agreement are intended for use in Russia, Belarus or the non-government controlled territory of Ukraine or for export to Russia, Belarus or the non-government controlled territory of Ukraine; and (ii) none of the Vehicles to be supplied under this Agreement will be used by any natural or legal person, entity or authority in Russia or Belarus.

23.4 If the Client breaches any of the obligations or warranties set out in Articles 10.6, 23.1, 23.2 or 23.3, the Client undertakes to pay us a contractual penalty not subject to judicial mitigation in the amount of EUR 25,000. This penalty is due on the date of notification of the established violation for each vehicle used, resold or leased by the client in violation of the above articles. To the extent that the actual damage exceeds the amount of the contractual penalty, we reserve the right to claim damages from the client. This means, among other things, but not exclusively, that any penalties imposed on us or Volvo Group due to prohibited conduct by the client will be passed on to the client one-on-one.

23.5 Without prejudice to the foregoing, the Customer shall not sell, deliver, export, re-export, transfer (within the country) or re-transfer any Volvo Group products or services or related goods, software, technology, technical data or services received from us under an agreement concluded with us without all required government permits and/or other authorisations

23.6 If the Customer acts in breach of the obligations referred to in this Article 23 and Article 10.6, we may, without any further obligation, terminate the Agreement in whole or in part (and any other sales agreements concluded with the Customer) without further notice of default being required. In such a case, we are permitted to refuse further delivery of products or services without the Customer being entitled to compensation. The termination of the Agreement invoked by us does not release the Customer from the payment of the costs incurred by us, contractual penalties and damages as referred to in Article 23.4 above.

ARTICLE 24. APPLICABLE LAW AND COMPETENT COURT

24.1 All agreements to which these general terms and conditions apply in whole or in part are exclusively governed by Dutch law. The provisions of the Vienna Sales Convention do not apply, nor do any other (future) international regulations regarding the purchase of movable property, the effect of which can be excluded by the parties.

24.2 All disputes arising from or related to the agreement, insofar as mandatory provisions do not oppose this, will be submitted exclusively to the competent court in the district of our place of business. Without prejudice to the foregoing, we are always entitled to submit a dispute with the client to the competent court in the district of the client's place of business.

24.3 In the event of a (threatened) dispute, we have the right to have one or more experts perform an expert assessment at the client's premises. The client will provide full cooperation to this expert assessment free of charge.

ARTICLE 25. DECISIVE TEXT

25.1 These general terms and conditions are available in the original Dutch text as well as in various translations. In the event of any ambiguity and/or contradiction between (one or more of) the provisions of the original Dutch text and the relevant translation, (the interpretation of) the Dutch provision(s) shall prevail.