General Terms and Conditions RVN Machinery B.V.

Article 1: Applicability, Definitions
1.1 These terms and conditions apply to all offers, agreements of purchase and sale, and all agreements for the execution of work, including all agreements for the execution of assembly, maintenance, and/or repair work of RVN B.V., established in Dronten, hereinafter referred to as "RVN."
1.2 The buyer or client will hereinafter be referred to as "the other party."
1.3 A number of provisions in these general terms and conditions apply only to situations where the other party is a natural person who is not acting in the exercise of a profession or business. In these provisions, the other party is referred to as "the consumer."
1.4 In these general terms and conditions, "written" refers to communication by letter, email, fax, or any other means of communication that, considering the state of technology and prevailing views in social intercourse, can be equated with this.
1.5 The possible non-applicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the remaining provisions.
1.6 These general terms and conditions also apply to subsequent orders, partial orders, and follow-up assignments arising from the agreement.
1.7 If RVN has already provided these general terms and conditions to the other party multiple times, a continuous business relationship exists. RVN is not required to provide the general terms and conditions again for future agreements to apply.

Article 2: Conclusion of Agreements
2.1 The agreement is concluded once the other party has accepted the offer made by RVN, even if this acceptance deviates on minor points from the offer. However, if the acceptance of the other party deviates on essential points from the offer, the agreement will only be concluded if RVN has explicitly agreed in writing to these deviations.
2.2 If the other party places an order with RVN without prior offers, RVN is only bound to this order once it has confirmed it in writing.
2.3 RVN is only bound to verbal agreements after it has confirmed them in writing or as soon as RVN has commenced execution of these agreements without opposition from the other party.
2.4 Supplements to or amendments of the general terms and conditions or the agreement bind RVN only after they have been confirmed in writing to the other party.

Article 3: Offers, Quotations
3.1 All offers or quotations from RVN are without obligation unless they contain a term for acceptance. If an offer or quotation is non-binding and the other party accepts it, RVN has the right to revoke the offer within 2 working days after receiving the acceptance.
3.2 The prices or rates used by RVN, as well as the prices or rates stated in offers, quotations, price lists, etc., are exclusive of VAT and any additional costs. These costs may include preparation costs, transport costs, administration costs, and charges from third parties involved.
3.3 A combined price quotation does not oblige RVN to deliver part of the offer at a corresponding part of the price.
3.4 If the offer is based on information provided by the other party and this information proves to be incorrect or incomplete, or changes afterward, RVN is entitled to adjust the prices and/or delivery times mentioned in the offer accordingly.
3.5 Offers, quotations, and prices do not automatically apply to reorders or new assignments.
3.6 Models, color samples, sizes, weights, capacities, and other descriptions shown or provided in brochures, promotional materials, and/or on the RVN website are as accurate as possible but are only indicative. The other party cannot derive any rights from them.
3.7 The models mentioned in the previous paragraph remain the property of RVN and must be returned to RVN at the expense of the other party upon request.

Article 4: Prices or Rates for Work
4.1 The parties may agree on a fixed price or hourly rate for the work when concluding the agreement.
4.2 Hourly rates apply to regular working days, which are Monday through Friday (excluding recognized national holidays) during the times agreed between the parties.
4.3 If no fixed price or hourly rate has been agreed in writing, the payable price will be determined based on the actual number of hours spent and RVN's usual hourly rate, as well as the material costs incurred by RVN.
4.4 The other party can request an estimate of the repair or maintenance work price and an indication of the time within which the work will be performed. If the estimated repair cost exceeds or is expected to exceed the given price by more than 20%, RVN must contact the other party to discuss the additional costs.
4.5a If, between the date of concluding the agreement and its execution, circumstances that increase the cost price for RVN occur due to legislation, currency fluctuations, price changes from third parties or suppliers, or price changes of necessary parts or materials, RVN is entitled to increase the agreed price accordingly and charge the other party.
4.5b In the case of price increases within 3 months of concluding the agreement, the consumer is entitled to dissolve the agreement by means of a written statement. If the consumer does not notify RVN of their intention to exercise the right of dissolution within 14 days after the price change is communicated, RVN may assume that the consumer agrees to the price change.

Article 5: Involvement of Third Parties
If necessary for the proper execution of the agreement, RVN has the right to engage third parties for certain deliveries or work. This is at RVN's discretion.

Article 6: Obligations of the Other Party
6.1 The other party must ensure that:
a. any necessary information for the execution of the agreement is provided to RVN in a timely manner and in the desired format;
b. the goods on which the work is to be performed are available at the agreed time for RVN or are accessible for the work to be carried out.
6.2 The other party is responsible for ensuring that the information provided is accurate and complete. The other party indemnifies RVN for the consequences of any inaccuracies and/or incompleteness in the information.
6.3 RVN will treat the information provided by the other party confidentially and will only share it with third parties as necessary for the execution of the agreement.
6.4 The risk of goods under RVN's care for the purpose of work remains with the other party. The other party must adequately insure the goods under RVN's care for assembly, repair, or maintenance.
6.5 If the obligations mentioned in this article are not met in time, RVN is entitled to suspend the execution of the agreement until the other party fulfills these obligations. The costs of any delays or additional work resulting from this are for the account and risk of the other party.
6.6 If the other party fails to meet its obligations and RVN does not immediately demand compliance, RVN retains the right to demand compliance at a later time.

Article 7: Delivery and Delivery Deadlines
7.1 Agreed delivery deadlines can never be considered final deadlines. If RVN does not deliver the agreed performance on time, it must be given a written notice of default, allowing it a reasonable period to fulfill its delivery obligations.
7.2 RVN is entitled to deliver or perform the work in parts, with each partial delivery or performance being invoiced separately.
7.3 The risk concerning the delivered goods transfers to the other party at the moment of delivery. In these general terms and conditions, the moment of delivery refers to when the goods leave RVN's premises, warehouse, or grounds, or when RVN informs the other party that the goods can be collected.
7.4 Contrary to paragraph 3 of this article, for consumers, the moment of delivery is when the goods are actually made available to the consumer.
7.5 Shipment or transportation of the ordered goods is carried out in a manner determined by RVN but at the expense and risk of the other party. RVN is not liable for any damage of any kind—whether to the goods themselves or otherwise—related to shipment or transportation.
7.6 Contrary to paragraph 5 of this article, for consumers, shipment or transportation of the ordered goods is carried out at the risk of RVN but at the expense of the consumer.
7.7 If, due to a cause attributable to the other party, it proves impossible to perform the work and/or deliver the goods to the other party, or if the goods are not collected, RVN is entitled to store the goods and/or materials acquired for the execution of the agreement at the expense and risk of the other party. Unless RVN has expressly set a different period in writing, the other party must enable RVN to carry out the work or deliver the goods within 1 month after notification of the storage, or the other party must collect the goods within this period.
7.8 If the other party fails to meet its obligations after the expiration of the period mentioned in paragraph 7, it will be in default immediately. RVN then has the right to dissolve the agreement in whole or in part with immediate effect, without judicial intervention, through a written declaration, and sell the goods and/or materials to third parties. This does not result in any obligation for RVN to compensate for damages, costs, or interest.
7.9 The above does not affect the other party's obligation to compensate for any (storage) costs, delay damages, loss of profit, or other damages.

Article 8: Progress and Execution of the Agreement
8.1 If the start, progress, or completion of the work or the agreed delivery of goods is delayed because: a. RVN has not received all necessary data or goods from the other party on time; b. RVN has not received any agreed (advance) payment from the other party on time; c. other circumstances attributable to the other party occur; RVN is entitled to extend the delivery period reasonably, based on those circumstances, and to charge the other party for the resulting costs and damages, such as waiting hours.
8.2 The parts and/or materials replaced or left behind during the work become the property of RVN unless the parties have expressly agreed otherwise in writing. In the latter case, the other party must receive these parts or materials at the same time as the delivery of the goods or after the completion of the work.
8.3 RVN will make efforts to complete the agreed work and deliveries within the planned timeframes, to the extent reasonably required. If the execution of the agreement needs to be expedited at the request of the other party, RVN is entitled to charge the other party for the resulting overtime and additional costs.
8.4 If, during the execution of the agreement, it becomes apparent that it is impossible to execute it due to circumstances unknown to RVN or due to force majeure, RVN will consult with the other party to amend the agreement in such a way that its execution is possible. RVN will inform the other party of the potential consequences for the agreed prices or deadlines. This does not apply if the agreement’s execution becomes permanently impossible due to the unknown circumstances or force majeure. In that case, RVN is entitled to full compensation for the work already performed or deliveries already made.
8.5 All expenses incurred by RVN at the request of the other party will be entirely at the latter's expense.

Article 9: Additional and Reduced Work
9.1 Additional and reduced work must be agreed upon in writing between RVN and the other party. RVN is only bound by verbal agreements once it has confirmed them in writing to the other party, or when RVN has commenced the work without objection from the other party.
9.2 Settlement of additional and reduced work occurs: a. in case of changes to the original order; b. in case of unforeseen cost increases or reductions.
9.3 Settlement of additional and/or reduced work takes place at the final billing, unless the parties have expressly agreed otherwise in writing.

Article 10: Completion, Approval, and Maintenance Period
10.1 If the agreement involves the performance of work, such as assembly, maintenance, and repair work, RVN is required to notify the other party that the agreed work has been completed and the item on which the work was performed is ready for use.
10.2 The work is considered completed in accordance with the agreement if the item on which the work was performed is made available to the other party for use, and the other party has inspected it.
10.3 The work is also considered completed in accordance with the agreement if the other party has started using the item, or has not raised any objections within 1 week after the notification that the work has been completed and the item is ready for use.
10.4 Any unfinished work by third parties engaged by the other party, which affects the proper use of the item on which the work was performed, does not affect the completion of the work performed by RVN.
10.5 If the other party identifies any defects or deficiencies in the item delivered in the context of the work performed after the completion referred to in this article, the provisions of the complaints section in these general terms and conditions apply.

Article 11: Complaints
11.1 The other party is obliged to inspect the delivered goods immediately upon receipt and to report any visible defects, damage, and/or deviations on the delivery note or accompanying document. If there is no delivery note or accompanying document, the other party must notify RVN in writing of any defects or damages within 24 hours of receiving the goods.
11.2 Other complaints regarding the delivered goods must be reported to RVN in writing immediately after discovery, but no later than within the agreed warranty period. The consequences of not reporting immediately are at the risk of the other party.
11.3 All complaints regarding the performed work must also be reported to RVN in writing immediately after discovery, but no later than within 1 month after the completion of the work. The consequences of not reporting immediately are at the risk of the other party.
11.4 If a complaint is not reported to RVN within the timeframes mentioned in the previous paragraphs, the goods are considered to have been received in good condition and in accordance with the agreement, and the work is deemed to have been performed in compliance with the agreement.
11.5 Complaints do not suspend the payment obligation of the other party.
11.6 Paragraph 5 of this article does not apply to consumers.
11.7 The other party must allow RVN to investigate the complaint and provide all relevant information. If returning the goods is necessary for the complaint investigation, or if RVN needs to inspect the complaint on-site, the associated costs will be borne by the other party, unless the complaint is later found to be valid.
11.8 No complaints are possible for goods that have been altered or processed after receipt by the other party.

Article 12: Warranties
12.1 RVN will ensure that the agreed deliveries and/or services are performed properly and in accordance with the applicable industry standards. However, RVN does not provide any guarantees beyond what was expressly agreed upon between the parties regarding these deliveries and/or services.
12.2 During the warranty period, RVN guarantees the usual normal quality and soundness of the delivered items. If no other specific warranty period has been agreed upon, the period is 1 year after delivery for new items. For used items, the period is 1 month after delivery and applies only to the oil-lubricated parts of the item. Used items must be delivered by the counterparty to RVN's premises for repair.
12.3 RVN does not guarantee any statements or claims made by the manufacturer of the delivered item, such as those regarding capacity, fuel consumption, performance, or capabilities.
12.4 Warranty on items, parts, and/or materials previously used by third parties, such as second-hand items, exchange parts, or materials used for repairs or maintenance, is explicitly excluded unless otherwise agreed in writing between the parties.
12.5 RVN does not guarantee, and will never be deemed to have guaranteed, that the delivered items are suitable for the purpose the counterparty intends to use them for, unless this has been expressly confirmed to the counterparty in writing.
12.6 In case the counterparty rightfully invokes the warranty provisions, RVN will ensure, free of charge, the repair or replacement of the item, the proper execution of the agreed work, or refund or reduction of the agreed price for the items or services, at RVN's discretion. If there is any additional damage, the provisions of the liability article in these general terms and conditions shall apply.

Article 13: Liability
13.1 Aside from the explicitly agreed-upon warranties or those provided by RVN, RVN accepts no further liability.
13.2 Without prejudice to the provisions of paragraph 1 of this article, RVN is only liable for direct damages. Any liability of RVN for consequential damage, such as business interruption, loss of profit, and/or financial losses, delay damages, and/or personal injury or harm, is expressly excluded.
13.3 The counterparty is obliged to take all necessary measures to prevent or limit the damage.
13.4 If RVN is liable for damages suffered by the counterparty, RVN's obligation to pay compensation is always limited to the amount paid out by its insurer. If the insurer does not pay out or the damage is not covered by RVN's insurance, the compensation obligation is limited to a maximum of the invoice amount for the delivered goods or performed work.
13.5 The counterparty must notify RVN of any damages no later than 6 months after they became aware or could have become aware of them.
13.6 In deviation from paragraph 5 of this article, a term of 1 year applies for consumers.
13.7 If the counterparty provides materials and/or parts for further processing or assembly, RVN is responsible for the correct processing or assembly but is not responsible for the quality of the materials or parts themselves.
13.8 The counterparty cannot invoke the applicable warranty or hold RVN liable on other grounds if the damage resulted from: a. improper use or use contrary to the intended purpose of the delivered goods or the instructions, advice, user manuals, or guides provided by or on behalf of RVN; b. improper storage or maintenance of the delivered goods; c. errors or omissions in the information, documents, or materials provided or prescribed by or on behalf of the counterparty to RVN; d. instructions or directions given by or on behalf of the counterparty; e. repairs or other work or modifications to the delivered items carried out by or on behalf of the counterparty without RVN's prior express permission; f. emergency repairs to the delivered goods.
13.9 In the cases listed in paragraph 8 of this article, the counterparty is fully liable for all resulting damages and expressly indemnifies RVN against any third-party claims for compensation of these damages.
13.10 The limitations of liability in this article do not apply if the damage is caused by deliberate intent and/or gross negligence on the part of RVN or its senior management, or if mandatory statutory provisions dictate otherwise. In such cases, RVN will indemnify the counterparty against any third-party claims.

Article 14: Payment
14.1 RVN is entitled to request (partial) advance payment or other forms of security for payment from the counterparty at any time.
14.2 Payment must be made in cash upon delivery unless otherwise explicitly agreed in writing. If payment by invoice has been agreed upon, payment must be made within 8 days of the invoice date. The accuracy of the invoice is considered final if no objections have been raised within this payment period.
14.3 If an invoice is not fully paid by the end of the term specified in paragraph 2, the counterparty owes RVN a delay interest of 2% per month, cumulatively calculated on the principal amount. Partial months are considered full months.
14.4 If payment still remains outstanding after a reminder from RVN, RVN is also entitled to charge the counterparty extrajudicial collection costs.
14.5 The extrajudicial collection costs referred to in paragraph 4 are as follows for claims with a principal amount up to EUR 25,000: a. 15% of the principal amount for the first EUR 2,500 of the claim (with a minimum of EUR 40); b. 10% of the principal amount for the next EUR 2,500 of the claim; c. 5% of the principal amount for the next EUR 5,000 of the claim; d. 1% of the principal amount for the next EUR 15,000 of the claim.
14.6 If the principal amount exceeds EUR 25,000, RVN is entitled to charge the counterparty extrajudicial collection costs in accordance with paragraph 5 of this article for the first EUR 25,000 and 10% for any amount beyond that.
14.7 For the calculation of extrajudicial collection costs, RVN is entitled to increase the principal amount of the claim by the interest accrued cumulatively under paragraph 3 after 1 year.
14.8 If full payment by the counterparty is not forthcoming, RVN is entitled to dissolve the agreement without further notice or judicial intervention through written declaration, or suspend its obligations under the agreement until payment is made or adequate security for payment is provided. RVN also has this right if, before the counterparty defaults on payment, there are reasonable grounds to doubt the counterparty's creditworthiness.
14.9 Any payments made by the counterparty will first be applied by RVN to any interest and costs due, and then to the oldest outstanding invoices, unless the counterparty explicitly states in writing that the payment relates to a later invoice.
14.10 The counterparty is not entitled to offset any claims it has against RVN with claims RVN has against the counterparty. This also applies if the counterparty applies for (temporary) suspension of payment or is declared bankrupt.

Article 15: Retention of Title

15.1 RVN retains ownership of all goods delivered and yet to be delivered under the agreement until the time when the other party has fulfilled all its payment obligations to RVN.
15.2 The payment obligations referred to in paragraph 1 consist of the payment of the purchase price of the delivered and yet to be delivered goods, along with claims related to services performed in connection with the delivery and claims due to attributable failure by the other party to fulfill its obligations, including compensation for damages, extrajudicial collection costs, interest, and any penalties.
15.3 Goods subject to retention of title may be resold by the other party in the course of normal business operations, provided that the other party has also stipulated a retention of title concerning the goods sold to its customers.
15.4 As long as the delivered goods are subject to retention of title, the other party is not permitted to pledge or otherwise encumber these goods or place them in the control of a financier.
15.5 The other party is obliged to immediately inform RVN in writing if third parties claim ownership or other rights on goods subject to retention of title.
15.6 The other party is obliged to store the goods subject to retention of title with due care and as identifiable property of RVN until all payment obligations to RVN have been fulfilled.
15.7 The other party must ensure that the goods delivered under retention of title are always covered under a business insurance or contents insurance policy and will allow RVN to inspect the insurance policy and related payment proofs upon RVN’s first request.
15.8 If the other party acts in violation of the provisions of this article or if RVN invokes the retention of title, RVN and its employees have the irrevocable right to enter the other party's premises and reclaim the goods delivered under retention of title. This is without prejudice to RVN’s right to claim compensation for damages, lost profits, and interest, as well as the right to terminate the agreement by written notice without further default notice.

Article 16: Right of Retention
16.1 RVN has the right to suspend the return of the goods of the other party, which RVN has in its possession for assembly, maintenance, or repair, if and for as long as: a. the other party has not fully paid the costs of the work on the goods; b. the other party has not fully paid the costs of previous work performed by RVN on the goods; c. the other party has not fully paid other outstanding claims arising from the contractual relationship with RVN.
16.2 RVN is not liable for any damage – of any kind – resulting from the exercise of its right of retention.

Article 17: Trade-in/Purchase

17.1 When a trade-in is agreed upon during the purchase of a good, the traded-in item remains the responsibility and risk of the other party until the moment of delivery. For the purpose of these general terms and conditions, delivery is understood as the moment when the traded-in item arrives at RVN's premises or workshop. The other party is liable for maintenance costs, damage, loss, and depreciation until the moment of delivery. RVN is not bound by the agreed trade-in price if the actual delivery occurs later than the approximately indicated delivery time. In that case, a pre-agreed percentage for depreciation may be applied to the trade-in or purchase price.
17.2 The other party guarantees that the item to be traded in is free of third-party rights and claims, is free of damage or only has damage as agreed between the parties, and is in good and safe working condition.
17.3 The other party is obliged to provide RVN with all relevant information regarding the item to be traded in, which it knows or should know is of importance to RVN.
17.4 The actual trade-in does not release the other party from its obligations as stated in this article.

Article 18: Bankruptcy, Loss of Disposition, etc.
18.1 Without prejudice to the provisions of the other articles of these general terms and conditions, RVN is entitled to terminate the agreement, without further default notice and without judicial intervention, by means of a written declaration to the other party, at the moment when the other party: a. is declared bankrupt or a bankruptcy application has been filed; b. applies for (provisional) suspension of payment; c. is subjected to an executory attachment; d. is placed under guardianship or administration; e. otherwise loses the power of disposition or capacity to act regarding its assets or parts thereof.
18.2 The provision in paragraph 1 of this article applies unless the trustee or administrator acknowledges the obligations arising from the agreement as an estate debt.
18.3 The other party is always obliged to inform the trustee or administrator of the (contents of the) agreement and these general terms and conditions.

Article 19: Force Majeure
19.1 In the event of force majeure on the part of the other party or RVN, RVN is entitled to terminate the agreement without judicial intervention by means of a written declaration to the other party or to suspend the fulfillment of its obligations to the other party for a reasonable period without being liable for any compensation.
19.2 In the context of these general terms and conditions, force majeure on the part of RVN is understood to mean: a non-attributable shortcoming on the part of RVN, of the third parties engaged by it, or suppliers or other compelling reasons on the part of RVN.
19.3 Circumstances considered as force majeure include but are not limited to: war, unrest, mobilization, domestic and foreign disturbances, government measures, strikes within RVN's and/or the other party's organization or the threat thereof, disruptions in the currency relationships existing at the time of the agreement, business disruptions due to fire, burglary, sabotage, natural disasters, as well as transport difficulties and delivery problems caused by weather conditions, road blockages, accidents, etc.
19.4 If the force majeure situation occurs after the agreement has been partially executed, the other party is obliged to fulfill its obligations to RVN up to that point.

Article 20: Cancellation, Suspension
20.1 If the other party wishes to cancel the agreement prior to or during its execution, it owes RVN a compensation to be determined by RVN. This compensation includes all costs already incurred by RVN and the damages suffered due to the cancellation, including lost profits. RVN is entitled to fix this compensation and, at its discretion and depending on the work already performed or deliveries made, charge the other party between 20% to 100% of the agreed price.
20.2 The other party is liable to third parties for the consequences of the cancellation and will indemnify RVN against any claims by these third parties arising from it.
20.3 RVN is entitled to offset any amounts already paid by the other party against the compensation owed by the other party.
20.4 In case of suspension of the execution of the agreement at the request of the other party, the compensation for all work already performed or costs incurred is immediately due, and RVN is entitled to charge these to the other party. RVN is also entitled to charge the costs incurred or reserved hours during the suspension period to the other party.
20.5 If the execution of the agreement cannot be resumed after the agreed suspension period, RVN is entitled to terminate the agreement without judicial intervention by means of a written declaration to the other party. If the execution of the agreement is resumed after the suspension period, the other party is obliged to reimburse any costs incurred by RVN due to this resumption.

Article 21: Applicable Law/Competent Court
21.1 The agreement between RVN and the other party is governed exclusively by Dutch law.
21.2 Any disputes will be resolved by the competent court in the location where RVN is established, although RVN always retains the right to submit the dispute to the competent court in the location where the other party is established.
21.3 The consumer always has the right to choose to have the dispute resolved by the legally competent court, provided they notify RVN of this choice in a timely manner. Timely in this context means: within 1 month after RVN has informed the consumer in writing that it wishes to submit the dispute to the court of its place of establishment.
21.4 If the other party is established outside the Netherlands, RVN is entitled to act in accordance with the provisions of paragraph 2 of this article or – at its discretion – to bring the dispute before the competent court in the country or state where the other party is established.

Dronten, January 2012.