Terms and Conditions

These General Terms and Conditions of Sale and Delivery (hereinafter also: "GTC") are applicable within their scope of application (see Clause A.1) in relation to customers, potential customers and contractual partners (hereinafter also collectively referred to as: "Customers" or "you") for business relationships with the following companies (hereinafter also collectively referred to as: "KNAPEN", "we" or "us"):

• STAPELSTENEN B.V., Theo van Doesburgstraat 8, 5753 DL Deurne, Netherlands, T: +31 (0) 493 320 330, info@knapentrailers.nl (hereinafter also: "STAPELSTENEN");
• KNAPEN Trailers B.V., Theo van Doesburgstraat 8, 5753 DL Deurne, Netherlands, T: +31 (0) 493 320 330, info@knapentrailers.nl (hereinafter also: "KNAPEN TRAILERS");
• KNAPEN Trailers International B.V., Theo van Doesburgstraat 8, 5753 DL Deurne, Netherlands, T: +31 (0) 493 320 330, info@knapen-trailers.nl (hereinafter also: "KNAPEN INTERNATIONAL");
• KNAPEN Service B.V., Liesselseweg 141; 5753 PN Deurne, Netherlands, T: +31 (0) 493 326 669, parts@knapenservice.nl and service@knapen-trailers.nl (hereinafter also: "KNAPEN SERVICES");
• TRAILNED B.V., Liesselseweg 141; 5753 PN Deurne, Netherlands, T: +31 (0) 493 327 777, info@newtrailned.trienekens.nl.nl and rental@newtrailned.trienekens.nl.nl (hereinafter also: "TRAILNED").

For the sake of clarity, these GTC have a modular structure. This means they consist of a General Part, the content of which relates to all transactions of KNAPEN (Part A) and various Special Conditions (Parts B to F), which contain special rules for specific transactions with KNAPEN. Please take the time to read these GTC carefully. Since you may not use all types of offerings, not all parts of these GTC may apply to you. To find the parts that are relevant to you, we refer to the division below:

Part	Designation	This part is for you…	You will find information about, among other things
A	General provisions	Always relevant	Scope of application; formal requirements; priority rules; initiation and conclusion of Implementation agreements; delivery of services, prices; risk transfer; payments and defenses; retention of title; property rights and warranty; liability; force majeure; data protection; confidentiality; export control; compliance; transfer; final provisions (including choice of law and place of jurisdiction).
B	Special conditions for new delivery transactions	Relevant if you want to purchase New Products (especially factory-new commercial vehicles) from us.	Definition and conclusion of New Delivery Agreements; delivery, risk and transfer of ownership, non-acceptance; price adjustment; invoicing; warranty
C	Special conditions for transactions concerning Used Vehicles	Relevant if you want to purchase or rent a Used Vehicle from us.	Definition and conclusion of transactions concerning Used Vehicles; delivery, risk transfer and transfer of ownership in the purchase of Used Vehicles; rental of Used Vehicles; invoicing; price adjustment; warranty
D	Special conditions for transactions concerning spare parts	Relevant if you want to purchase vehicle or other accessories (for example via our online shop "Spare Parts").	Definition and conclusion of transactions concerning Spare Parts; order process; delivery, risk and transfer of ownership; invoicing; price adjustment; warranty
E	Special conditions for telematics contracts	Relevant if you want to use telematics services and other digital services offered by us via a telematics box.	Definition and conclusion of Telematics Agreements; priority of special contract conditions
F	Special conditions for service contracts	Relevant if you want to use repair and maintenance services.	Definition and conclusion of Service Contracts; priority of special contract conditions; invoicing

Part A – General Provisions

A.1. Scope of Application of these GTC

A.1.1 Personal Scope

These GTC apply only to business contacts and legal transactions with Customers who are entrepreneurs, legal entities or special public law funds. They do not apply to consumers. You act as an entrepreneur if you act in the exercise of your commercial or independent professional activity when placing the order. You act as a consumer if you are a natural person acting for purposes outside your business or professional activity.

A.1.2 Material Scope of Application

These GTC apply to all deliveries (for example of goods) and services (for example services or works) of any kind that are to be provided by or under the responsibility of KNAPEN to Customers (including importers), including offers made in connection therewith (hereinafter also collectively referred to as "KNAPEN Offerings"), in particular to the offering and sale of factory-new and second-hand goods and the provision of the associated deliveries and services described below. These GTC form part of all contracts, in particular Implementation Agreements (see Clause A.4.4), that KNAPEN concludes with Customers for these purposes.

A.1.3 Framework Agreement

These GTC also apply as a framework agreement for all future KNAPEN Offerings, even if their application is not separately agreed upon again with the Customer.

A.1.4 Exclusive Application of these GTC

General terms and conditions of the Customer or of third parties (hereinafter: "GTC") that deviate from, conflict with or supplement these GTC are not applicable and do not form part of the agreement, unless we have expressly agreed to their application in a separate case. This also applies when we do not expressly object to the applicability of the GTC or perform or provide the delivery or service without reservation with knowledge of the GTC to the Customer.

A.1.5 Supplementary Application of Legal Provisions

All references in these GTC to the application of legal provisions serve only for clarification. Even without such clarification, the applicable legal provisions will apply insofar as they are not modified or excluded in these GTC.

A.1.6 Accessibility of and Changes to these GTC

These GTC apply in the version that is valid at the time of concluding the relevant transaction. The currently valid version of these GTC can be accessed and downloaded from our website (https://www.knapen-trailers.com).

We have the right to unilaterally make changes to these GTC, we will inform you without undue delay about the new version and make the amended text available to you; the amended version will then apply to all future transactions with us from the time of this notification.

A.2. Formal Requirements of these GTC

A.2.1 Legally Relevant Declarations and Notifications by the Customer

Legally relevant declarations and notifications from the Customer to us in connection with KNAPEN Offerings and concluded Implementation Agreements (for example setting of deadlines, notification of defects, declaration of termination or price reduction) must be made in writing. Stricter legal formal requirements and the question of further evidence, in particular in case of doubt about the authority of the person making the declaration, remain unaffected.

A.2.2 Written Form within the Meaning of these GTC

Legally relevant declarations and notifications from the Customer to us in connection with KNAPEN Offerings and concluded Implementation Agreements (for example setting of deadlines, notification of defects, declaration of termination or price reduction) must be made in writing. Stricter legal formal requirements and the question of further evidence, in particular in case of doubt about the authority of the person making the declaration, remain unaffected.

A.2.3 Additional Agreement on the Use of Electronic Signatures

In connection with some KNAPEN Offerings, electronic signature services (for example Adobe Sign, DocuSign) may be used by KNAPEN and the Customer. For this purpose, a separate additional agreement must be concluded.

A.3. Priority Regulation

A.3.1 Unconditional Priority of Individual Agreements

Individual agreements with the Customer concluded in individual cases (including additional agreements, supplements and amendments) have priority over these GTC and other conditions in any case. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such individual agreements.

A.3.2 Priority of Implementation Agreements over these GTC

In case of conflict between the content of an Implementation Agreement (see Clause A.4.4) and these GTC, the content of the Implementation Agreement prevails.

A.3.3 Priority of the Special Conditions over the General Part

In case of conflict between provisions in the General Part of these GTC and the Special Conditions of these GTC, the Special Conditions prevail.

A.4. Initiation and Conclusion of Implementation Agreements; Delivery of Services; Prices; Sales Financing and Debtor Management

A.4.1 Offers and Handling of Documentation

The delivery and service offers on our internet pages, in brochures, advertisements, catalogs and other promotional material are non-binding and non-committal, unless expressly stated otherwise. We reserve the right to change delivery and service offers (including prices) at any time before concluding the Implementation Agreement.

We reserve ownership, copyright and all other rights to offers, quotations, cost estimates, concepts, designs, drafts, drawings, illustrations, calculations, models, catalogs, tools and all other documents and objects that are sent or made available to the Customer for the purpose of the offer (hereinafter also collectively referred to as: "Documentation"). Without our consent, which may not be withheld on unreasonable grounds, the Customer may not modify, reproduce, make accessible or available for use by third parties the Documentation. The Documentation (including any copies thereof) must be returned or destroyed immediately upon our request, insofar as we determine at our discretion that it is no longer needed in the context of normal business operations or if the negotiations do not lead to the conclusion of an Implementation Agreement.

A.4.2 Inquiries and Orders

Inquiries and orders for KNAPEN Offerings are possible in any form (for example in writing, by telephone, electronically) and are binding for you after they have been received by us, unless we receive a revocation in advance or simultaneously or the revocation is expressly reserved by the Customer. We may accept or refuse requests and orders from Customers within a reasonable time after receipt at our discretion.

A.4.3 General Acceptance Conditions for the Conclusion of Implementation Agreements

The acceptance at our discretion of a request or order for a KNAPEN Offering is subject within KNAPEN to internal controls to check whether there are reasons that prevent the conclusion or execution of the relevant transaction. Such conflicting reasons include in particular that, among others:

• the necessary official permits for sale, delivery, transfer and/or export have not been granted by the competent authorities;
• the Customer or an ultimate beneficiary is on a blacklist that must be observed by KNAPEN (for example due to lack of creditworthiness or sanctions lists that must be observed by KNAPEN as well as rules for the prevention of money laundering);
• delivery to the country of destination is not permitted under the relevant export control regulations;
• we have indications of a critical end use (for example dual-use goods or due to violations of export rules according to Clause A.13.) of the ordered delivery or service.

A.4.4 Conclusion of Implementation Agreements

If you have declared that you wish to make use of a KNAPEN Offering offered by us and we have accepted this request, order or commission (either expressly, for example by means of an order confirmation, or implicitly, for example by sending the delivery), a separate agreement is concluded between you and us for the delivery, provision or use of the relevant KNAPEN Offering which also includes these GTC (hereinafter also: "Implementation Agreement"). For details on the manner of conclusion and the content of Implementation Agreements, we refer to the respective passages in the Special
Conditions of these GTC.
The scope and program of rights and obligations of Implementation Agreements are determined exclusively by their respective content. Subject to proof to the contrary, all agreements made regarding the content of the contract are fully documented in the Implementation Agreement.

A.4.5 Performance; Deviations; Partial Delivery/Performance

As your contractual partner, we are responsible for the performance and provision of the deliveries and services owed by us, in accordance with and limited by the provisions and conditions in these GTC, such as the liability limitation in Clause A.9. The Customer cannot claim a specific production location or delivery facility. For details on the manner of delivery and performance, reference is made to the respective passages in the Special Conditions of these GTC.

We reserve the right to minor or technically unavoidable deviations regarding the quality of the delivered items as a result of legal requirements, insofar as this is not unreasonable for the Customer (for example insofar as the Implementation Agreement requires exact compliance with a certain quality). This applies in particular to design, technical or physical information provided by us in delivery and service offers, illustrations or other promotional material (for example weight, dimensions, shape, utility value, load capacity, tolerances, color).

We have the right to make partial deliveries and provide partial services if (i) the partial delivery or service is usable for the Customer within the framework of the contractual purpose, (ii) the remaining delivery or service is assured and (iii) the Customer does not have to incur significant additional costs or expenses as a result (unless we agree to bear the costs). Each partial delivery or service may be invoiced separately.

A.4.6 Delivery Times and Dates; Impossibility

Dates and delivery terms for KNAPEN Offerings are individually agreed or specified when concluding the Implementation Agreement. In all other cases, delivery is made as soon as possible. If we are unable to meet binding delivery terms or deadlines for reasons for which we are not responsible at our discretion (hereinafter: "Impossibility"), we will notify the Customer of this without undue delay and at the same time communicate the expected new delivery term or the new date to the Customer.

If the delivery or service is still not available within the new delivery term, we have the right to terminate the Implementation Agreement in whole or in part; we will refund the consideration already paid by the Customer without undue delay. A case of Impossibility in this sense includes, but is not limited to, in particular, the failure to deliver on time by our supplier if we have concluded a congruent hedging transaction, if neither we nor our supplier are at fault for this and if we have not assumed a special procurement risk in the individual case, as well as the case that suppliers or raw materials specified by the Customer are not available.

Compliance with dates and delivery terms also presupposes compliance with the Customer's contractual obligation to cooperate. Otherwise, an agreed date or an agreed delivery term is extended by the period during which the Customer has not fulfilled his obligation to cooperate.

Our liability for delay is limited in accordance with Clause A.9.1.

A.4.7 Place of Performance and Sale by Delivery at a Place Other than the Place of Performance

Unless otherwise agreed, the place of performance for deliveries owed by us under KNAPEN Offers is the warehouse from which the delivery is made, and for all other services, the KNAPEN location from which the service is performed. This also applies to any subsequent performances.

At the request and expense of the Customer, articles to be delivered will be sent to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we have the right to determine the type of shipment (in particular transport company, shipping route, packaging, insurance) ourselves.

A.4.8 Transport material

Transport containers and racks, loading boxes and other reusable packaging and transport aids are always invoiced at the applicable price. Upon return of these transport materials, the amount invoiced for this will be credited - if applicable, less a reasonable usage fee - and, if already paid by the Customer, refunded by us.

A.4.9 Prices

All prices quoted are in EURO and net (excluding VAT)

A.5. Transfer of risk

A.5.1 Delivery, transfer and partial deliveries

To the extent that goods covered by these GTC must be delivered, the risk of accidental loss and accidental deterioration passes to the Customer in the case of a collection obligation at the moment the Customer is informed that the object has been made available and otherwise at the latest at the moment of handover of the object. In the case of sale by delivery to a place other than the place of performance (see Clause A.4.7), the risk passes to the Customer at the moment the goods are handed over to the forwarding agent, the freight carrier or another person or institution designated to carry out the shipment.

The foregoing also applies if partial deliveries are made or if we have undertaken other supporting services (for example, installation).

A.5.2 Acceptance of works or services

To the extent that works or services must be performed under these GTC and an acceptance procedure has been agreed, the acceptance is decisive for the transfer of risk. These GTC take precedence over the applicable statutory provisions.

A.5.3 Lack of acceptance

If the Customer is in default with the acceptance, i.e. if the Customer fails to fulfil its obligations to collect or take receipt of the goods, this is equivalent to a handover or acceptance.

In the event of defective acceptance by the Customer, we have the right to demand compensation for the damage resulting therefrom, including but not limited to additional costs incurred (for example, storage costs, standing charges).

A.6. Payments and defence

A.6.1 Terms of payment

For details on the terms of payment, please refer to the respective passages in the Special Conditions of these GTC. It is possible that the payment must be made by you to a company of the KRONE Group2 or to a payment service provider other than your contract partner. If this is the case, this will be done on behalf of or on the instructions of us or your contract partner in the Implementation Agreement.

A.6.2 Payment terms and default

Unless expressly agreed otherwise (for example, advance payment), the Customer must pay all outstanding payments within 30 days of receipt of an invoice. The date of receipt on our bank account or the bank account stated on the invoice is decisive for the date of each payment. If the Customer fails to pay on time in accordance with these GTC, we are entitled to charge interest at the applicable statutory interest rate during the Customer's default.

A.6.3 Rights of set-off, rights to refuse performance and rights of retention

We have the right to set-off, refuse performance or retention to the extent permitted by law. In addition, we may refuse outstanding deliveries and services if it becomes known after the conclusion of the contract that the conditions for acceptance are not (no longer) met (see Clause Error! Reference source not found.). The same applies if we become aware of circumstances indicating that the financial circumstances or creditworthiness of the Customer have deteriorated significantly, so that a correct execution of the agreement can no longer be expected, unless the Customer, at our request, provides the consideration (advance payment) or provides appropriate security for the consideration.

A.7. Retention of title

A.7.1 Scope

To the extent that it is stipulated in the Special Conditions of these GTC or in an Implementation Agreement that we reserve ownership of a sold good (hereinafter also referred to as: "Reserved Goods"), the following provisions apply.

A.7.2 Retention of title

We retain ownership of the Reserved Goods until all our current and future claims arising from agreements under which goods have been delivered to the Customer (hereinafter also referred to as: "Secured Claims") have been fully satisfied. If registration of the retention of title in a public register should be necessary or the Customer's cooperation is otherwise required for the effectiveness of the retention of title, the Customer is obliged to provide the necessary cooperation at its own expense.

If a registration certificate has been issued for the Reserved Goods, it will remain with us for the duration of the retention of title.

A.7.3 Handling of the Reserved Goods and costs