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GENERAL TERMS AND CONDITIONS PJ CRANES B.V.

Version: May 2025

Article 1 – Definitions
1. PJ Cranes: the private limited liability company PJ Cranes B.V., having its registered office at Riddererf 11P, 3861 PT Nijkerk, the Netherlands, registered with the Dutch Chamber of Commerce under number 87020254.
2. Counterparty: any natural person acting in the course of a profession or business, as well as any legal entity, negotiating with, entering into an Agreement with, or otherwise maintaining a legal relationship with PJ Cranes.
3. Agreement: any agreement between PJ Cranes and the Counterparty, including but not limited to agreements concerning sale, purchase, repair, maintenance, mediation, service, transport, storage and other commercial activities.
4. Equipment: all machines, cranes, crane parts, components, accessories and related goods sold, delivered, repaired, maintained, brokered, stored, rented or otherwise handled by PJ Cranes.
5. Written: by letter, e-mail, electronic communication or any other durable means of communication.
6. Incoterms: the latest version of the Incoterms published by the International Chamber of Commerce (ICC).
7. Consequential Damages: all indirect damages, including but not limited to loss of profit, production loss, business interruption, reputational damage, loss of savings, contractual losses, transport costs, financing costs, penalties and other financial losses.

 

Article 2 – Applicability
1. These General Terms and Conditions exclusively apply to all quotations, offers, negotiations, Agreements, deliveries, services and all other legal relationships of PJ Cranes.
2. PJ Cranes exclusively operates on a business-to-business (B2B) basis. Consumer sales within the meaning of applicable consumer protection legislation are expressly excluded.
3. General terms and conditions of the Counterparty are expressly rejected and shall not apply, regardless of any reference thereto by the Counterparty.
4. Deviations from these General Terms and Conditions shall only be valid if explicitly confirmed in Writing by PJ Cranes.
5. If any provision of these General Terms and Conditions is null, void or unenforceable, the remaining provisions shall remain fully valid and enforceable. Parties shall replace the invalid provision with a provision reflecting the original intent as closely as possible.
6. Failure by PJ Cranes to enforce any right shall not constitute a waiver of such right.

 

Article 3 – Quotations and Offers
1. All quotations, offers, price lists, statements and communications of PJ Cranes are non-binding unless explicitly stated otherwise in Writing.
2. A quotation automatically expires if not accepted within the stated validity period. If no validity period is stated, the quotation expires fourteen (14) days after issuance.
3. Any acceptance deviating from the offer of PJ Cranes shall constitute a rejection of the original offer and a new offer by the Counterparty, even if the deviation concerns minor matters only.
4. All specifications, drawings, photographs, capacities, serial numbers, operating hours, technical data, certificates, inspection reports and other information provided by PJ Cranes are indicative only and non-binding.
5. Clerical errors, calculation mistakes, typographical errors, omissions or mistakes shall not bind PJ Cranes.
6. Quotations are based on performance under normal working conditions and during regular working hours.
7. PJ Cranes shall not be liable for damages arising from negotiations, pre-contractual statements, due diligence, inspections or expectations created during negotiations.
8. Composite quotations do not oblige PJ Cranes to perform partial deliveries at proportional prices.

 

Article 4 – Formation of the Agreement
1. Every order, instruction or confirmation issued by the Counterparty constitutes an irrevocable offer to PJ Cranes.
2. An Agreement is exclusively formed:
   a. by Written confirmation from PJ Cranes;
   b. by actual performance by PJ Cranes; or
   c. by issuance of an invoice by PJ Cranes.
3. Oral statements, representations or commitments made by employees, representatives or intermediaries shall only bind PJ Cranes if confirmed in Writing by an authorized representative of PJ Cranes.
4. PJ Cranes is entitled to require advance payment, additional security or guarantees before proceeding with delivery or performance.
5. Every Agreement is concluded subject to the suspensive condition of timely receipt of a down payment of at least ten percent (10%) of the agreed purchase price, unless agreed otherwise in Writing.
6. Any down payment shall qualify as a non-refundable security deposit securing the Counterparty’s obligations.

 

Article 5 – Prices and Payment
1. All prices are exclusive of VAT, import duties, export duties, transport costs, storage costs, insurance, levies, certifications and any other additional costs unless explicitly agreed otherwise in Writing.
2. PJ Cranes is entitled to adjust prices if cost-increasing circumstances occur after conclusion of the Agreement, including increases in raw material prices, energy prices, wages, transport costs, exchange rates, taxes or sanctions-related measures.
3. Payments shall be made in euros without suspension, deduction, set-off or discount.
4. Unless agreed otherwise in Writing, full payment shall be made prior to delivery.
5. Payment terms constitute strict deadlines.
6. In the event of late payment, the Counterparty shall be in default by operation of law without prior notice of default being required.
7. From the moment of default, the Counterparty shall owe statutory commercial interest pursuant to Section 6:119a of the Dutch Civil Code.
8. All judicial and extrajudicial collection costs shall be borne by the Counterparty. Extrajudicial collection costs shall amount to at least fifteen percent (15%) of the outstanding amount, with a minimum of EUR 1,500.
9. Payments made by the Counterparty shall first reduce costs, then accrued interest and finally the principal amount.
10. All claims of PJ Cranes shall become immediately due and payable if:
   a. the Counterparty breaches its obligations;
   b. attachment is levied against the Counterparty;
   c. bankruptcy or suspension of payments is filed for;
   d. the business of the Counterparty is terminated or transferred.

 

Article 6 – Delivery and Transfer of Risk
1. Delivery shall take place in accordance with the applicable Incoterm agreed between the parties.
2. Unless agreed otherwise in Writing, delivery shall take place Ex Works (EXW) Nijkerk, the Netherlands, in accordance with Incoterms 2020.
3. Delivery times stated by PJ Cranes are indicative only and shall never qualify as strict deadlines.
4. Exceeding a delivery time shall not entitle the Counterparty to compensation, suspension or termination.
5. PJ Cranes is entitled to make partial deliveries and invoice separately.
6. Risk of loss, theft, damage or destruction of the Equipment transfers to the Counterparty in accordance with the applicable Incoterm.
7. If the Counterparty fails to take timely delivery, the risk shall nevertheless fully transfer to the Counterparty.
8. All costs arising from delayed acceptance, including storage, transport and insurance costs, shall be borne entirely by the Counterparty.

 

Article 7 – Sale of Used Equipment
1. Unless explicitly agreed otherwise in Writing, all Equipment sold by PJ Cranes constitutes used equipment.
2. Sale and delivery take place strictly on an “as is, where is, with all faults” basis.
3. The Equipment is delivered in the factual condition in which it exists at the time of delivery, including all visible and hidden defects, wear, deficiencies, technical shortcomings and missing parts.
4. PJ Cranes provides no express or implied warranty regarding, (to the extent permitted by law):
   a. technical condition;
   b. functionality;
   c. maintenance history;
   d. operating hours;
   e. market value;
   f. suitability for a particular purpose;
   g. compliance with national or international laws or regulations;
   h. CE marking, certification or inspection status.
5. The Counterparty acknowledges that it:
   a. had sufficient opportunity to inspect the Equipment;
   b. performed its own independent investigation;
   c. did not rely on representations made by PJ Cranes;
   d. is fully aware of the condition of the Equipment.
The Counterparty shall be independently responsible for verifying local safety, registration, inspection, and approval requirements prior to commissioning or export.
6. All information and documentation provided by PJ Cranes are indicative only and non-binding.
7. Any claims relating to non-conformity, mistake, warranty or misrepresentation are excluded to the maximum extent permitted by law.
8. The Counterparty waives any right to rescission, price reduction or damages in relation to visible or hidden defects, except in cases of wilful misconduct or gross negligence by PJ Cranes.

 

Article 8 – Inspection and Complaints
1. The Counterparty shall inspect the Equipment immediately upon delivery.
2. Visible defects must be reported in Writing within five (5) working days after delivery.
3. Hidden defects must be reported in Writing within five (5) working days after discovery, with an absolute maximum of thirty (30) days after delivery.
4. After expiry of these periods, all rights of the Counterparty shall lapse.
5. Complaints do not suspend payment obligations.

 

Article 9 – Retention of Title and Right of Retention
1. All delivered goods shall remain the property of PJ Cranes until full payment of all claims has been received.
2. As long as ownership has not transferred, the Counterparty shall not sell, pledge or otherwise encumber the Equipment.
3. The Counterparty shall carefully store and adequately insure the Equipment.
4. PJ Cranes shall be entitled to repossess the Equipment if the Counterparty fails to fulfil its obligations.
5. The Counterparty irrevocably authorizes PJ Cranes to enter all locations where the Equipment is situated for repossession purposes.
6. PJ Cranes shall have a right of retention over all goods belonging to the Counterparty held by PJ Cranes as long as outstanding claims exist.

 

Article 10 – Repair and Maintenance Services
1. All estimates of labour hours, repair duration or costs are indicative only.
2. Additional work and unforeseen activities may be charged separately.
3. Replaced parts and materials shall become the property of PJ Cranes unless agreed otherwise in Writing.
4. Transport of Equipment to and from PJ Cranes shall be entirely at the risk of the Counterparty.
5. PJ Cranes shall not be liable for hidden defects that could not reasonably have been discovered during the performance of the work.

 

Article 11 – Export Control and Sanctions
1. The Counterparty guarantees full compliance with all applicable export control, sanctions and trade laws, including EU, US, UK and UN sanctions regimes.
2. The Equipment may not directly or indirectly be supplied to sanctioned countries, organizations, entities or individuals.
3. PJ Cranes is entitled to immediately suspend or refuse delivery or performance in case of actual or suspected violations of sanctions legislation.
4. The Counterparty shall fully indemnify PJ Cranes against all claims, penalties, damages, sanctions and costs arising from violations of export control or sanctions legislation.

 

Article 12 – Force Majeure
1. Force majeure shall mean any circumstance beyond the reasonable control of PJ Cranes preventing performance of its obligations.
2. Force majeure includes, but is not limited to, war, sanctions, pandemics, strikes, cyberattacks, energy failures, governmental measures, transport disruptions, supplier failures and natural disasters.
3. During force majeure, obligations of PJ Cranes shall be suspended.
4. If the force majeure situation continues for more than sixty (60) days, either party may terminate the Agreement without liability.

 

Article 13 – Liability and Indemnification
1. Any liability of PJ Cranes shall be limited to direct damages only.
2. PJ Cranes shall never be liable for Consequential Damages.
3. Any liability of PJ Cranes shall be limited to:
   a. the invoice amount of the relevant Agreement; or
   b. the amount actually paid under PJ Cranes’ liability insurance,
whichever amount is lower.
4. Any claim against PJ Cranes shall lapse twelve (12) months after delivery or performance.
5. The Counterparty shall indemnify PJ Cranes against all third-party claims related to the Equipment or performance of the Agreement.
6. All limitations of liability apply irrespective of the legal basis of the claim.
7. The limitations of liability shall not apply in case of wilful misconduct or gross negligence by the management of PJ Cranes.

 

Article 14 – Suspension and Termination
1. PJ Cranes is entitled to suspend performance of its obligations if the Counterparty fails to fulfil its obligations.
2. PJ Cranes is entitled to fully or partially terminate the Agreement out of court if:
   a. the Counterparty breaches its obligations;
   b. bankruptcy or suspension of payments is filed for;
   c. attachment is levied;
   d. justified doubts exist regarding the Counterparty’s creditworthiness.
3. In the event of termination, all already due claims shall remain fully payable.
4. Paid down payments shall not be refunded and shall qualify as minimum liquidated damages, without prejudice to the right of PJ Cranes to claim additional damages.

 

Article 15 – Governing Law and Jurisdiction
1. All legal relationships between PJ Cranes and the Counterparty shall exclusively be governed by Dutch law.
2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Sales Convention) is expressly excluded.
3. All disputes shall exclusively be submitted to the competent court of Midden-Nederland District Court, location Utrecht, the Netherlands.

 

Article 16 – Final Provisions
1. The administration and electronic records of PJ Cranes shall constitute binding evidence, unless proven otherwise.
2. Rights and obligations of the Counterparty under the Agreement may not be assigned without prior Written consent of PJ Cranes.
3. Provisions which by their nature are intended to survive termination shall remain fully effective after termination.
4. The Dutch version of these General Terms and Conditions shall prevail over any translation thereof.
5. The Agreement, including these General Terms and Conditions, constitutes the entire agreement between the parties and supersedes all prior oral and written agreements, statements and representations.
6. The Counterparty confirms that it has not entered into the Agreement based on any statements or representations other than those expressly set out in Writing.