General terms and conditions BAIV BV Rev. 02 dated 04-01-2023

ARTICLE 1. GENERAL

1.1    BAIV is a private company. These general terms and conditions apply to all offers from BAIV and all agreements to be concluded between BAIV and a counterparty (“Client”) with regard to the delivery of goods and/or services (“service provision” or “assignment”). Conditions used by the Client are not applicable and are expressly rejected.

1.2    All assignments for services are, with the exclusion of Articles 7:404 of the Dutch Civil Code and 7:407, accepted and executed exclusively by BAIV. In addition to BAIV, all employees, former employees and others who are/were employed in any way for or are/were affiliated with or are/were employed by BAIV or are/were otherwise involved in the services provided by BAIV can refer to this appeal to general terms and conditions.

ARTICLE 2. SERVICE PROVISION

2.1    BAIV's services consist of the delivery of vehicles, parts, and technical work to the Client, as described in the quotation and order confirmation. All offers from BAIV are without obligation, unless stated otherwise.

2.2   Adjustments to the assignment are only applicable if they have been accepted by both parties and confirmed in writing.

ARTICLE 3. COMPENSATION

3.1    The Client will reimburse BAIV for the work and/or services provided by BAIV, as well as the costs incurred for the performance of the assignment (“compensation”).

3.2   The fee is laid down in BAIV's offer and the associated order confirmation.

ARTICLE 4. PAYMENT

4.1   Unless expressly agreed otherwise in writing, payment must be made by the Client to BAIV by transferring the amount due to BAIV's bank account within 30 days of the invoice date. Payment to a party other than BAIV does not constitute discharge. Deduction, suspension, or settlement by the Client is not permitted.

4.2   If the Client does not pay any amount it owes BAIV on time, or if BAIV has valid reasons to assume that the Client will not meet its payment obligations, and if the Client applies for suspension of payment or is declared bankrupt, the Client is in default by operation of law without further notice of default being required. In that case, BAIV is entitled, without prejudice to its other rights under the law, to dissolve the assignment immediately and all claims of BAIV against the Client (including the fees for work still to be performed) are immediately due and payable. In that case, BAIV is also entitled to compensation for all damage suffered and to be suffered by it, and the statutory default interest (trade agreements) on the then outstanding amount, whereby part of a month is calculated as a full month.

4.3   All extrajudicial costs that BAIV incurs in connection with outstanding invoices are for the account of the Client. The extrajudicial costs are set at a minimum of 15% of the total amount due, with a minimum of EUR 1.000,-.

4.4 Objections to the correctness of an invoice must be made known to BAIV in writing and with reasons within 14 days of the invoice date, failing which the Client is deemed to have agreed to the invoice. Submitted objections do not suspend the payment obligation of the client.

ARTICLE 5. TERMINATION

5.1   The client and BAIV can terminate the agreement (prematurely) at any time without observing a notice period. If the agreement ends before the Assignment is completed, the Client will owe the fee in accordance with the costs and hours incurred as stated by BAIV for work performed for the Client.

5.2   Cancellation must be made in writing.

5.3   If the Client proceeds to (premature) termination, BAIV is entitled to compensation for the loss of occupancy that has arisen on its part and which can be made plausible, as well as compensation for additional costs that BAIV has already incurred and costs resulting from any cancellation by third parties engaged. .

ARTICLE 6. LIABILITY

6.1   BAIV is not liable to the Client and/or third parties for damage of any nature whatsoever, and insofar as necessary the Client indemnifies BAIV against damage to third parties caused by BAIV or third parties engaged by it, unless there is intent or gross negligence on the part of the side of BAIV.

6.2   Should BAIV be liable towards the Client for damage as a result of the foregoing, this damage will be limited to direct damage suffered by the Client. Under no circumstances is BAIV liable for indirect damage, consequential damage, loss of profit, trading loss and/or immaterial damage, by whatever name.

6.3   In addition to the foregoing, BAIV's liability is in any case limited to the total amount that BAIV has invoiced to the Client in the six months prior to the damage-causing event in the context of the work that has led to the relevant damage, with a limit of EUR 25,000. Any form of liability lapses 6 months after the facts that gave rise to the liability have occurred and the Client was aware or could or should have been aware of these facts, and no legal proceedings for recovery of damages have been initiated within this 6-month period. the damage has been instituted by the Client.

6.4  The client's right to compensation does not diminish his obligations to pay in accordance with the order.

ARTICLE 7. PROTECTION

7.1    The Client will implement the provisions of Article 7:658 of the Dutch Civil Code towards BAIV's employees and observe them as if the employees were the Client's own employees. The Client is liable towards the employees and BAIV for damage arising from and/or based on the provisions of Section 7:658 of the Dutch Civil Code. Insofar as necessary, the Client indemnifies BAIV against any liability of BAIV in this context.

ARTICLE 8. NON-TAKEOVER PERSONNEL

8.1   The client shall refrain from employing or engaging in any other way the persons deployed by BAIV during the term of the assignment and an equivalent period immediately after the end of the assignment, with a minimum of three months and a maximum of a year.

ARTICLE 9. CONFIDENTIALITY

9.1   Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information.

9.2   If, on the basis of a statutory provision or a court decision, BAIV is obliged to provide confidential information to third parties designated by law or the competent court, and BAIV cannot rely on a legal or competent court in this respect recognized or permitted right of non-disclosure, BAIV is not obliged to pay damages or compensation and the other party is not entitled to dissolve the agreement on the basis of any damage caused by this.

Article 10. GUARANTEE

10.1 Regarding the fact that BAIV is not an Original Equipment Manufacturer (OEM) and the objects to which BAIV provides its services are over 30 years old any form of technical warrantee  / guarantee is not applicable.

ARTICLE 10. APPLICABLE LAW

10.1 Every agreement between the parties, or (follow-up) assignment that has been given to BAIV by the Client, is subject to Dutch law.

10.2 All disputes between BAIV and the Client will be submitted exclusively to the competent court in 's-Hertogenbosch or, at the discretion of BAIV, to the competent court in the place where the Client has its registered office or the place where the assignment is mainly performed.