General conditions of sale and delivery Kleyn group

I.          GENERAL

1. These general terms and conditions of sale and delivery shall apply to all requests for quotations, offers, orders, order confirmations, assignments, agreements for purchase/sale of goods and other legal acts for the delivery of goods and/or services and other legal relationships (including negotiations regarding such agreements) with Kleyn Group B.V., with registered office in Vuren, The Netherlands and its group companies Kleyn Trucks B.V., Kleyn Vans B.V. and Kleyn Services B.V., hereinafter to be jointly and individually referred to as KLEYN, insofar as not stipulated otherwise in the offer or agreement. These terms can be quoted as GTC-KLEYN.
2. Additions or exceptions to these GTC-KLEYN must be agreed in writing. Such additions and exceptions shall only apply to the agreement for which they are made.
3. The rights and obligations arising from agreements between KLEYN and client may not be transferred by client to third parties, except with the written consent of KLEYN.
4. The provisions of section 1 title 7 of book 7 Dutch Civil Code (assignment), with the exception of Article 7:406 and 7:412 Dutch Civil Code shall not apply to legal relationships with KLEYN, unless otherwise specifically provided in the agreement or in these GTC-KLEYN.
5. The applicability of additional or deviating conditions or general conditions used or referred to by client or other conditions customary in the sector is explicitly rejected.
6. In case of a dispute between the English text of these general terms and translations thereof, the Dutch version will prevail over any translations of this text.
7. In the event a specific agreement between KLEYN and client is concluded to which these GTC-KLEYN apply, the provisions of such specific agreement shall prevail in case of a conflict between the provisions of such specific agreement and the GTC-KLEYN.
8. The current applicable GTC-KLEYN can be consulted on the website www.kleyntrucks.com, www.kleynvans.com and www.bestelbus.nl.

II.        OFFERS

1. All offers and quotations shall be without obligation and are based on performance of the agreement under normal conditions and during normal working hours according to the information supplied by client, unless explicitly indicated otherwise.
2. All offers shall be valid for a period of 30 calendar days following the date of the offer, unless otherwise agreed in writing. An offer which contains a time-limit may nevertheless be revoked by KLEYN, even after receipt of the order or confirmation, provided this is done within no later than 3 calendar days following the date of receipt of the order.
3. The information on KLEYN’s website is compiled with care, but KLEYN does not guarantee that this information is up-to-date (e.g. with regard to availability of items), correct and/or complete. KLEYN will correct to the best of its ability and within a reasonable period of time any out-of-date, incorrect and/or incomplete information on its website. The website may also be subject to occasional technical errors which, after identification, will be corrected as soon as possible.

III.       AGREEMENTS

1. An agreement shall be concluded under the condition precedent that KLEYN has approved and confirmed the order in writing (including electronically) or when KLEYN commences the execution of the order or assignment placed by client. The content and terms of the agreement shall be determined by the offer and/or order confirmation of KLEYN and the GTC-KLEYN. In case of conflict between client’s order and the quotation or order confirmation of KLEYN, the provisions of the order confirmation of KLEYN shall prevail.
2. In the event an agreement between KLEYN and client is concluded electronically, KLEYN is not obliged to confirm the receipt of the statements of client and client is not allowed to dissolve the agreement based on the absence of such a confirmation of receipt. Article 6:227a (1) of the Dutch Civil Code is excluded.
3. Client’s orders and acceptances are deemed irrevocable. Cancellation or amendment of an order is only possible with KLEYN’s written consent and to the extent this can reasonably be expected from KLEYN and provided client pays cancellation costs in the amount of 15% of the invoice (excluding VAT). If client’s request for amendment or additions imposes additional costs on KLEYN, KLEYN is entitled to charge these costs in full to client. In that case, KLEYN is also entitled to set a new delivery date. Cancellation of an order is not possible for items which are not standard or do not form part of Kleyn’s product range nor for items that are specifically made, adjusted, designed or loaded for client (e.g. stacking) or of specific services rendered at client’s request.
4. KLEYN is entitled to terminate negotiations with client at any time and/or to refuse acceptance of an order in whole or in part, whether the order is made electronically or in writing, within 24 hours after the date of the receipt of the order, without becoming liable to pay costs and/or damages to client and without having to state any reason.
5. All pictures, descriptions and (quality) ratings of the items (online and offline) are made with care, but KLEYN does not warrant that there will be no deviations, for example regarding colour. If client proves that the goods delivered deviate from the indications made by KLEYN to such an extent that it can reasonably be no longer required from client to take delivery of these goods, client is entitled to cancel the order without being obliged to pay any compensation insofar as this is justified by the deviation. Minor deviations that are customary in the industry or technically unavoidable as well as differences in quality, colour, finishing, etc. do not constitute a failure.
6. KLEYN is not obliged to verify whether the order, information and documents provided by client are correct. Failure or delay by KLEYN in the performance of its obligations due to incorrect or incomplete information provided by client cannot be attributed to KLEYN. Client is liable for the costs and damage resulting from incorrect or incomplete information.
7. Client is obliged to provide KLEYN with all information reasonably necessary to identify the client (know your customer), and the (final) destination of the goods which will be delivered by KLEYN etc. in order to enable KLEYN to comply with applicable laws and regulations.
8. KLEYN processes personal data of client, which personal data are required to comply with applicable law and regulations (e.g. VAT, National Vehicle and Driving Licence Registration Authority) and to complete and execute the agreement, all in compliance with the General Data Protection Regulation. Personal data are kept for no longer than is necessary for the purposes for which the personal data are processed. KLEYN does not provide personal data to third parties, unless there is a legal obligation to do so. Client may submit a request to KLEYN to inspect, or to improve, add to, change or remove its personal data. KLEYN has taken technical and organizational measures to prevent a personal data breach.
9. KLEYN is obliged to observe the applicable laws and regulations with regard to Restricted Jurisdictions. “Restricted Jurisdiction” shall mean any country, state, territory or region against which there are sanctions imposed by the United Nations, European Union and/or to which supplies of goods are prohibited or restricted under the laws of the country in which such good was produced or sold. Based on the (inter)national laws and regulations, more in particular but not limited to the national and international laws to which Article 2 of the Sanctions Act 1977 refers, KLEYN does not deliver any goods or render any services to (clients established in or operating from) Restricted Jurisdictions that are included in the list of sanctioned countries to whom delivery is not permitted pursuant to Article 3 or Article 4 of the Sanctions Act 1977.
10. Client is in its turn prohibited from supplying, forwarding or selling any goods delivered by KLEYN to Restricted Jurisdictions or to parties with offices in or operating from Restricted Jurisdictions. KLEYN assumes no responsibility for and accepts no liability for any (re)sale or (on) delivery by the client of goods delivered by Kleyn in violation of the applicable laws and regulations.
11. Client shall, at KLEYN’s first request, provide KLEYN with appropriate documentation for the purposes of verifying the final destination of the goods. Such documentation shall be provided within 30 calendar days of KLEYN’s request or within such shorter period as will enable KLEYN to comply with any requirement or request from the competent government or authority in question, and shall include in any event the name of the port(s) of discharge, the date(s) of discharge and quantity discharged and the final destination of the goods. The obligations of client to comply with such requirement shall not be affected by any sale or disposal of the good in question by client.
12. KLEYN has the right to withdraw an offer, to refuse delivery and to cancel or dissolve each and every order or agreement, without becoming liable to pay for any costs, expenses or damage, if KLEYN has reasonable grounds to suspect that client does not or shall not (entirely) comply with the aforementioned Sanctions Act 1977 or similar legislation and regulations with regards to Restricted Jurisdictions.

IV.       PRICES

1. All price quotations and the prices which KLEYN charges are the prices applicable at the time of the quotation or of conclusion of the agreement. Prices are Ex Works Vuren, excluding VAT and other taxes, documentation, packaging, shipping, and/or other costs ensuing from the agreement such as insurance, levies and tariffs.
2. Where after making a quotation a change occurs in one of the factors determining the price, KLEYN will notify client as soon as possible. Kleyn is entitled to adjust the prices accordingly, even if the agreement has in the meantime been concluded.
3. Price increases of more than 10% entitle client to rescind the agreement, provided this is done in writing and within seven calendar days of receipt of aforementioned notification. Such a cancellation does not entitle client to compensation for any damage and/or costs.

V.         PAYMENT

1. Client is obliged to pay all invoices prior to delivery of the goods in question or before the work in question is carried out (payment in advance), unless agreed otherwise in writing, and without deduction, set-off or discount. KLEYN shall not deliver the goods in question or carry out the work in question until the invoice has been paid in full, or, at KLEYN’s choice, until adequate security for payment is provided by client.
2. Payment by bank transfer is preferred. KLEYN does not make cash payments itself and accepts cash payments only on request up to the legally permitted maximum amount of EUR 2,999.- or the equivalent thereof in foreign currency. The effect of this provision cannot be avoided by splitting (payments for) the same transaction or combined or related transactions in such a way that the aforementioned maximum amount is not reached.
3. Where invoices are not paid in cash in accordance with Article V.1, client shall be in default simply by the passing of the agreed payment date, without any notification of default being required, irrespective of whether the exceeding of such payment date is attributable to client or not.
4. Notwithstanding KLEYN’s other rights and remedies, KLEYN shall then be entitled to charge interest on the outstanding amount of 1% per month (whereby part of a month is calculated as an entire month), chargeable from the due date in question.
5. KLEYN is entitled to postpone delivery of new orders until client has paid all outstanding invoices.
6. All extrajudicial and judicial costs incurred by KLEYN by virtue of a dispute with client, both as plaintiff and as defendant, shall be for account of client. The extrajudicial collection costs shall be established at 15% of the outstanding amount with a minimum of EUR 100.- per case and the judicial (collection) costs shall be established at the actual amount paid by KLEYN for the legal proceedings, even if this exceeds the liquidated costs of the proceedings.
7. Incoming payments shall serve to settle the longest outstanding items - including interest and costs - even where client states otherwise in this respect.
8. In case of late payment, any adverse exchange rate difference shall be for account of client. Reference dates are the due date of the invoice and the date on which payment is made.
9. KLEYN may at any time set off its current and future obligations towards client under or following from the agreement or any other agreement or legal relationship, regardless of the legal ground therefor (including compensation for damage) and irrespective of the currency and whether or not due and payable, against any claims which Kleyn has or may have on client under or following from the agreement or any other agreement or legal relationship, regardless of the legal ground thereof and irrespective of the currency and whether or not due and payable.

VI.       DELIVERY TIME, DELIVERY, RISK

1. The time of delivery mentioned or agreed shall in any case, but not exclusively, be automatically extended by the period(s) during which:
   • there is a delay in the supply and/or dispatch and/or of any other circumstance temporarily holding up the execution, irrespective of whether this is attributable to KLEYN and/or was foreseeable;
   • client defaults in one or more of its obligations towards KLEYN or, to KLEYN’s sole opinion, there is good reason to believe that client will default;
   • client does not enable KLEYN to execute the agreement, which shall among others be the case if client fails to state the place of delivery if applicable, or fails to provide KLEYN with the permits, information, goods or facilities necessary to perform the agreement.
2. Delivery in the Netherlands shall take place Ex Works Vuren, unless otherwise agreed in writing. All goods shall be transported for account and risk of client, even where the dispatch is made carriage paid to.
3. Where KLEYN on request of client is responsible for dispatch of the goods or where the agreed parity of the ICC Incoterms lays this responsibility on KLEYN, the time and method of dispatch and dispatch route shall be at KLEYN’s choice. Goods in transit insurance shall only be taken out by KLEYN on the client’s express request and all related costs shall be for client's account. Goods only include the goods sold by KLEYN and never include any cargo that client offers for loading or which is already loaded in the good(s). KLEYN accepts no liability or responsibility for any cargo and cargo is never covered by transport insurance.
4. Delivery shall be deemed to have taken place at the time when the goods are made available to client (Ex Works) or to client’s freight forwarder (FCA) at KLEYN’s premises. If client or its freight forwarder does not take delivery of the goods on the agreed date and time for delivery, client shall be immediately in default (without any notice of default being required) and the goods shall be stored at client’s account and risk. If client does not collect the goods concerned within the newly stipulated term, KLEYN is entitled to rescind the agreement in whole or in part, and to dispose of the goods concerned including any cargo provided in relation to the good(s) which is located on KLEYN’s premises or present in the good(s) sold, in any manner it deems fit, without any compensation whatsoever being due by KLEYN. KLEYN is entitled to recover its claim on client from the proceeds. Any remainder will be held for client for 1 year after the newly stipulated pick-up term for client and client can request payment from KLEYN in writing, under submission of evidence, failing which the remainder will revert to KLEYN after 1 year had lapsed.
5. Delivery outside the Netherlands shall be carried out FCA Vuren, unless another Incoterm of the International Chamber of Commerce (ICC), most recent edition, is agreed
6. Partial deliveries shall be permitted and can be invoiced separately by KLEYN. The same applies to services rendered.

VII.     GUARANTEE/CLAIM

1. The goods supplied by KLEYN shall meet the specifications as set out in the corresponding agreement. KLEYN trades in occasions (middleman) which goods contain a higher risk. Client is aware of and accepts this risk. No guarantee shall be given, unless otherwise indicated in the agreement and unless a manufacturer’s warranty applies in which case KLEYN gives no further or other warranty than said manufacturer’s warranty. With respect to services, KLEYN warrants that the services are rendered properly and to the best of its ability as is customary in the sector and according to the current standards and expertise (efforts obligation). If and to the extent KLEYN undertakes to load cargo in the good(s) at client’s request, such is done only by order of client and entirely at client’s risk and expense. KLEYN does not accept any liability in this respect.
2. Where client calls upon the guarantee given by KLEYN in the corresponding agreement and makes a claim, KLEYN shall assess the claim and if applicable, deal with the claim taking into account the provisions in the agreement in this respect. Guarantee claims cannot be transferred to third parties.
3. Subject to lapse of its claim, client must inspect the goods and services upon delivery , and in any event prior to commissioning of the goods, in order to evaluate whether there are visible defects. Claims regarding the invoiced amount or visible defects must be made in writing to KLEYN within 3 calendar days after receipt of the invoice or delivery of the good, giving an accurate description of the complaints. For all other claims, a period of 5 calendar days after the defects became known or should have become known shall apply. If client fails to notify KLEYN in time as meant in this article, client loses its right to claim under the guarantee/warranty. The goods in question must be made available to KLEYN upon KLEYN’s first request for examination in the state they are in at the time of the claim.
4. Claims under the warranty can in any event not be made if:
   • the goods have been used for purposes other than for which they are normally intended, or, in the opinion of KLEYN have been used or transported improperly or have been repaired, altered or adjusted by client or a third party;
   • the damage has been caused by negligence of client (for example by insufficient or incorrect maintenance or storage) or by client having acted contrary to instructions, indications and advice of KLEYN;
   • the claim relates to parts which are subject to normal wear & tear, parts of which the seal has been broken or accessories;
   • client has not fulfilled its obligations towards KLEYN (both financially and otherwise).
   • client upon discovery of the defect has failed to take all actions and refrain from all actions to prevent further damage from occurring, for example by continuing to use the goods or ignoring warning signs.
5. KLEYN never warrants the absence of defects, which are the consequence of complying with any mandatory governmental laws and regulations regarding the nature or the quality of the raw materials and/or materials applied in the delivered goods.
6. Should client file a warranty claim under this article and the claim is found to be justified by KLEYN, KLEYN shall at its discretion, replace the goods involved free of charge (after which the replaced goods shall become KLEYN’s property) or repair them or give a price reduction.
7. The handling of a claim shall not suspend the payment obligation of client.
8. Where apart from the cases described above, consideration is given by KLEYN to a complaint, this shall be carried out entirely without obligation and client may not derive any rights there from.
9. Any claim and/or defence, based upon facts that would justify the claim that the goods delivered or services rendered do not comply with the agreement, expires one (1) year after the date of delivery or the date of termination of the services.

VIII.    INSPECTION

Client shall have the right, for its own account, to inspect the goods prior to purchase and prior to delivery at a time and place determined by KLEYN. The client herewith acknowledges and accepts that it is (or can be) familiar with the state of affairs of the goods.

IX.       NON-FULFILMENT/CANCELLATION/SUSPENSION

1. KLEYN shall be authorized to rescind the agreement in full or in part or to suspend its performance under the agreement, with immediate effect, without judicial intervention and without prejudice to KLEYN’s other rights and remedies (to fulfilment and/or damages), if:
   • client acts in contravention of any provision of the agreement (including these GTC-KLEYN) between parties;
   • client applies for suspension of payment or makes an application for adjudication of bankruptcy;
   • bankruptcy of client has been applied for or client is declared bankrupt;
   • the business of client is shut down or liquidated or sold;
   • a change of control occurs with respect to client;
   • a significant part of client's assets is seized;
   • a private composition is offered to client’s creditors.
   • permits of the client that are required for the performance of the agreement are revoked;
   • client damages the reputation, goodwill or business of KLEYN in KLEYN’s reasonable opinion;
   • In these cases, any and all claims against client shall become immediately due and payable, without KLEYN being liable to compensate for damages or to provide a guarantee/warranty.
2. The provision of paragraph 1 of this article shall also apply if client, after being requested in writing to do so, has failed to provide in KLEYN’s opinion satisfactory security for KLEYN’s outstanding claims within seven calendar days. All costs in this respect are for client’s account.
3. If client fails to make payment in time or fails to make payment during thirty calendar days or more, KLEYN is entitled, without being obliged to issue any further notice, to resell the goods, in which case client forfeits any down payment made to KLEYN as compensation for losses incurred by KLEYN, unless client proves that the losses incurred by KLEYN are less than the down payment.

X.        RESERVATION OF OWNERSHIP

1. Delivery shall take place under retention of title. This retention of title applies with respect to all payment obligations for all goods delivered or to be delivered by KLEYN to client by virtue of any agreement and/or services rendered as well as with respect to all claims based on breach of these agreements.
2. KLEYN shall be authorized to take back the goods which have remained its property in accordance with the previous paragraph if client breaches its obligations or if KLEYN has good reason to believe that client will breach its obligations. Execution of its retention of title shall be deemed to qualify as rescission of the agreement(s) concluded with client.  Client undertakes – if necessary on behalf of a third party (buyer) or holder – that the location of the goods will be communicated at KLEYN’s first request, and that the goods subject to retention of ownership will be made available to KLEYN at client’s expense and risk, if KLEYN so requests. Client irrevocably authorizes KLEYN and its representatives to enter all premises and to remove the goods in question (or have the goods in question removed) from where they are located and shall ensure this right of KLEYN and its representatives with client’s customers. Client shall provide all cooperation necessary in order to effect KLEYN’s retention of title. All costs related to the removal of the goods are for client’s account.
3. Client shall be authorized, if and to the extent necessary in the ordinary course of its business, to dispose of the goods which are subject to retention of title but this does explicitly not include the right of client to pledge or otherwise encumber the goods (both contractually and in rem). Should client make use of this authority, client shall be obliged to deliver the goods which are subject to retention of title to third parties subject to this retention of the title of KLEYN. Client shall also be obliged to grant KLEYN on its first request a non-possessory first ranking pledge on all claims which client has or shall obtain on these third parties and to state in the deed of pledge that client is authorized to pledge and that the claims to be pledged are unencumbered. Should client refuse to do so, this provision shall be deemed to include an irrevocable power of attorney for KLEYN to create this pledge.
4. The property law aspects of retention of title to the goods shall be governed by Dutch law or, at KLEYN’s discretion, by the laws of the country of destination of the goods, provided that (i) the laws of such country in respect of retention of title provide better protection to a creditor than Dutch law and (ii) the goods are actually imported in that country of destination.
5. If a creditor of client levies execution against, forecloses on, or takes possession of, all or any part of the goods owned by KLEYN, or if client files for an application or an application is filed with regard to client for bankruptcy or if client is declared bankrupt, if an application for a (preliminary) suspension of payments with regard to client is made or granted, client shall immediately inform KLEYN and shall inform the party making the attachment or as applicable, shall inform the receiver in bankruptcy that it has obtained the goods subject to retention of title.

XI.       RETENTION RIGHT

KLEYN is authorized to suspend the fulfilment of its obligation to deliver goods owned by client and which KLEYN has in its possession by virtue of the agreement, until the claim of KLEYN with regard to this agreement has been paid in full, including interest and costs.

XII.     EXCHANGE

If client continues using an exchanged vehicle in anticipation of the delivery of the vehicle ordered by him, such use takes place at client’s risk and all costs regarding the first mentioned vehicle and any decrease in value thereof are for client’s account.

XIII.   LIABILITY

1. KLEYN shall not be liable for damage caused as a result of any default in the fulfilment of its obligation(s) towards client. The fulfilment of the obligations under guarantee/claim as described in article VII serves as sole and full compensation. Any other claim for compensation, including claims for trading losses (losses due to stoppage, loss of income, loss of customers or assignments, delay in execution of assignments, incurred losses, lost profits), personal accidents, damage to or loss of or delay in connection with client’s cargo and any other consequential or immaterial losses of whatever nature, including damage as a result of liability in relation to third parties is explicitly excluded, unless in case of wilful intent or gross negligence of KLEYN or its directors.
2. KLEYN shall not be liable for wilful intent or (gross) negligence of (non-managerial) subordinates or other parties which are engaged by KLEYN under the agreement and for which KLEYN can be held liable by law.
3. KLEYN does not accept any responsibility for the fact that the delivered goods are suitable for any purpose for which the client wishes to use, work or process the goods, unless KLEYN confirmed the suitability for that purpose to the client in advance, explicitly and in writing.
4. KLEYN accepts no liability for advice given by or on behalf of KLEYN.
5. KLEYN shall not be liable for damage to vehicles and other properties of client and/or of third parties which are located on its premises.
6. Client is liable for and shall indemnify and hold KLEYN harmless from and against any and all claims of third parties related to the delivered goods or services rendered, to the extent such claims are in excess of or additional to claims which client is entitled to invoke vis-à-vis KLEYN. Client shall indemnify and hold KLEYN harmless against any and all claims for personal injury or death of employees of client or of third parties and/or damage to property of client and/or of third parties to the extent the event leading to such claim takes place at KLEYN’s premises. The foregoing shall not apply to the extent the damage is caused by wilful intent or gross negligence of KLEYN or its directors.
7. Legal and contractual limitations of liability which suppliers or subcontractors of KLEYN can invoke vis-à-vis KLEYN with respect to the goods delivered or services rendered, can also be invoked by KLEYN vis-à-vis client.
8. KLEYN stipulates all legal and contractual defences that it can invoke in respect of its liability towards client also for the benefit of its employees and agents for which it can be held liable by law.
9. The foregoing provisions do not affect liability based on mandatory law.

XIV.    FORCE MAJEURE

1. Force majeure shall mean any circumstance outside the will and control of KLEYN, whether or not foreseeable at the time of entering into the agreement, as a result of which KLEYN can reasonably no longer be held to fulfil its obligations towards client, such as war, import or export restrictions, governmental measures, lack/shortage of raw materials, factory or transport disruptions of any nature whatsoever, strikes, trade prohibitions, lockout or lack of personnel, quarantine, epidemics, pandemics, hold-ups due to frost, adverse weather conditions, default of suppliers or of third parties engaged by KLEYN for the performance of the agreement, late delivery by client of cargo that client wishes to transport with the good(s), etc.. Force majeure on the part of the client shall never include failure in the fulfilment of obligations of (a) third party or parties engaged by the client.
2. In the event of force majeure, KLEYN shall not be obliged to fulfil its contractual obligations for the duration of the period in which the force majeure continues. In such case, KLEYN is entitled to perform within a reasonable period, or, if the situation of force majeure continues for more than 30 calendar days, to rescind the agreement in whole or in part. Client is in the event of force majeure on the part of KLEYN entitled to rescind the agreement after client has granted KLEYN a reasonable period within which to perform. In the event of suspension of obligations by Kleyn, or rescission by Kleyn or the client of the agreement due to force majeure, KLEYN is never obliged to compensate the client for any damage or costs.

XV.     PARTIAL NULLITY

If and insofar any provision of these AVW-KLEYN or of an agreement with client cannot be invoked on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question shall in any case have a similar meaning in terms of content and purport, so that it can be invoked. The nullity or voidability of one or more provisions of these GTC-KLEYN does not lead to the nullity or voidability of the other provisions.

XVI.    PLACE OF FULFILMENT, APPLICABLE LAW, COMPETENT COURT

1. The place of business of KLEYN shall be the place where client must fulfil its obligations towards KLEYN.
2. Solely Dutch law shall apply to all offers and agreements, quotations, assignments, etc. of KLEYN, with the exception of the provisions of Section 6.5.3 BW (Dutch Civil Code) and the Vienna Convention on the International Sale of Goods.
3. All disputes, which may arise as a result of the agreement signed between client and KLEYN, or from further agreements arising therefrom or from these GTC-KLEYN shall, if client has its registered office within the EU, be settled by the competent court of Rotterdam, location Rotterdam. If client has its offices outside the EU, disputes will be settled by arbitration by the Netherlands Arbitration Institute (NAI). The place of arbitration shall be Rotterdam, the Netherlands. The arbitral tribunal shall comprise of one arbiter who shall rule in accordance with the rules of law. The arbitral proceedings shall be conducted in the English language. The possibility to join the arbitral proceedings with other arbitral proceedings pursuant to article 1046 Dutch Civil Proceedings Act is excluded. Notwithstanding the foregoing, nothing in this article shall preclude any of the Parties from applying injunctive relief in summary proceedings ("kort geding") before any competent court in the Netherlands instead of arbitration.

Version January 2026