General sales and delivery conditions Holtkamper B.V.

Article 1 – Definitions, applicability and realization

1. In these Terms, the terms below shall have the following meanings:
   1. Order: any order from the Buyer to Holtkamper to deliver Products;
   2. Holtkamper: Holtkamper B.V., having its office at 3543 MB Utrecht at Heldinnenlaan 211B;
   3. Camping device means a tent, tent trailer, folding trailer, folding caravan, caravan or other type of object intended for non-permanent occupancy in a recreational sense;
   4. Agreement means an agreement between Holtkamper and the Buyer;
   5. Buyer: any person who receives a quote from Holtkamper, places an Order or enters into an Agreement with Holtkamper;
   6. Parties: Holtkamper and the Buyer jointly;
   7. Products: the moveable property offered or delivered by Holtkamper, including the Camping Equipment, parts, accessories or supplies; and
   8. Conditions: these general conditions of sale and delivery.
2. These Conditions will apply to all Agreements, all quotations issued by Holtkamper in respect of Products and all Orders and the acceptance thereof by Holtkamper. By placing an Order or accepting an offer from Holtkamper, the Buyer will be deemed to have accepted these Conditions.
3. These Conditions also apply to Holtkamper’s services, contracting work or advice related to the sale and delivery of Products.
4. The applicability of any other general terms and conditions that may be used by Buyer or referred to by Buyer in any way is hereby expressly excluded.
5. Any deviations from or additions to the Agreement and these Conditions will only be valid if and insofar as they have been expressly agreed in writing between Holtkamper and the Buyer. No rights can be derived from such deviations with respect to subsequently entered into Agreements.
6. If any provision of these Terms and Conditions or the Agreement is invalid, contrary to law, not binding or enforceable in whole or in part, the remainder of the Terms and Conditions and/or the Agreement shall remain in force and the Parties shall replace the provision in question by mutual agreement with a new provision, adhering as far as possible to the purpose and purport of the earlier provision.
7. During the term of the Agreement, these Conditions may be unilaterally amended by Holtkamper. Amendments will take effect eight (8) calendar days after the date on which the Buyer has been informed of the amendments and the amended Conditions have been notified to the Buyer by Holtkamper.
8. Agreements, rights and obligations between Holtkamper and the Buyer and claims of the Buyer against Holtkamper cannot be transferred by the Buyer without the prior and written consent of Holtkamper. This prohibition has the effect of property law.

Article 2 – The Agreement

1. An Agreement between Holtkamper and the Buyer will only come into effect (i) upon written confirmation by Holtkamper of a placed Order or (ii) by execution of a placed Order by Holtkamper. Holtkamper is entitled to refuse Orders or to attach certain conditions to the delivery of Products.
2. All prices stated in these Terms, the quotation and the Agreement are inclusive of VAT, but exclusive of any transport costs. Changes in taxes, excise duties and similar governmental levies shall at all times be reflected in both the fixed and non-fixed agreed price of both new and used Products.
3. All quotations issued by Holtkamper are without obligation and may be changed by Holtkamper at any time. The issuance of a new offer by Holtkamper will cause its previous offers to lapse. If a quotation does not specify a validity period, or if the Product offered by Holtkamper is an occasion, the quotation will remain in force for a maximum of 1 month, provided that the Product has remained unsold.
4. If the Buyer accepts an offer from Holtkamper for a Product, the Buyer shall be required to purchase it in its entirety or pay for the offer in full.
5. Free cancellation of an Order by the Buyer is only possible (i) with Holtkamper’s prior written consent or (ii) if the Order has not yet been processed by Holtkamper. If the Buyer cancels an Order for a Product after it has already been processed by Holtkamper, the Buyer will be charged (cancellation) costs equal to 20% of the invoice value of the Order, without prejudice to Holtkamper’s right to charge the Buyer for all costs actually incurred in connection with the Order.
6. Product changes in designs, colors and materials are always reserved, on the understanding that Holtkamper will make reasonable efforts to consult with the Buyer in this regard in advance.

Article 3 – The Delivery

1. Delivery will take place by appointment at Holtkamper’s premises in Utrecht, unless expressly agreed otherwise. The risk for Products shall in all cases pass to the Buyer at the time of delivery.
2. Holtkamper will endeavour to deliver within the agreed term. However, delivery times given by Holtkamper are indicative and can never be regarded as deadlines. Late delivery will not entitle the Buyer to dissolution or compensation, unless Holtkamper has still failed to deliver within a further reasonable period of eight weeks after written notice of default. If delivery is still not made after this period, Holtkamper will, if possible, provide the Buyer with a Product of more or less the same nature and quality free of charge for the remaining delivery period. This may involve a different design, make, type or year of manufacture of the Product. If this is not possible or the Buyer rejects this offer, dissolution by the Buyer shall be possible, unless the shortcoming, in view of its nature or minor importance, does not justify dissolution with its consequences. If, at the expiration of eight weeks after notice of default, only a part that is not essential for the functioning of the purchased Camping Device has not yet been delivered, the Buyer may partially rescind the Agreement with respect to that part. In this case, the mutual obligations shall be adjusted proportionately.
3. Holtkamper reserves the right to deliver Order(s) in parts and invoice for them separately.
4. A Product must be purchased by the Buyer within two weeks after it has been notified in writing or by telephone that it is ready for delivery by Holtkamper. Holtkamper’s notification of a Product to be delivered ready for delivery may take place in the agreed delivery period or, if no delivery period has been determined, in the period from the date of purchase up to a maximum of 12 months thereafter. If only an initial delivery period has been agreed, the Product may be reported ready for delivery from the agreed initial date of the delivery period up to a maximum of 12 months thereafter.
5. After notification that the Product is ready for delivery, the Buyer must make a delivery appointment with Holtkamper by telephone within two weeks. If, for whatever reason, the Buyer is unable to take delivery of the Products on the agreed delivery day, the ensuing (storage and shipping) costs will be payable by the Buyer.

Article 4 – Payment

1. Payment by Buyer must be made within 14 days of the invoice date, unless the Parties have expressly agreed otherwise.
2. For each Camping Equipment Order, Buyer shall pay a deposit of at least 30% of the total purchase price.
3. Payment must be made in cash or by credit to Holtkamper’s bank account. Payment of the full purchase amount of the Product must be made no later than the time of delivery of the Product or upon completion of the work.
4. The Buyer must pay the amount due before the payment date expires. If it fails to do so, Holtkamper will send a free payment reminder after that date and give the Buyer the opportunity to pay the outstanding amount within fourteen days of receipt of this payment reminder.
5. If payment has still not been made (in full) after the payment reminder has expired, the Buyer will be in default by operation of law without prior notice of default being required, without prejudice to Holtkamper’s other rights. The Buyer will in that case owe interest on the outstanding invoice amount of 1.5% per month or the statutory commercial interest, whichever is higher, from the due date until the time the invoice amount is paid in full.
6. All costs and losses incurred by Holtkamper in connection with incomplete or late payment by the Buyer, including all judicial and extrajudicial collection costs, shall be borne by the Buyer.

Article 5 – Force majeure

1. If Holtkamper is prevented from performing any obligation under the Agreement due to force majeure, it will be entitled to suspend performance until the force majeure has ceased to exist. If this period lasts longer than two months, Holtkamper will be entitled to dissolve the Agreement in whole or in part without judicial intervention by means of a written statement, without being obliged to pay any compensation.
2. Force majeure means any circumstance independent of Holtkamper’s will – even if it could have been foreseen at the time the Agreement was concluded – that permanently or temporarily prevents performance of the Agreement, including in any case: Fire, epidemics, interruption of production, (threat of) war, political unrest, epidemics, weather conditions, earthquakes, fire and other accidents in its business, loss or theft of tools and equipment, strikes, sit-down strikes, sabotage, government restrictions and measures, transport difficulties, lack of raw materials, energy or labor, full or partial default of suppliers or other contract partners of Holtkamper.

Article 6 – Warranties and customer obligation

1. Holtkamper makes no warranty (express or implied) other than as specifically set forth in the Agreement or in these Conditions. This warranty applies only to the Buyer.
2. Holtkamper guarantees that at the time of delivery to the Buyer, Products will meet the properties as listed in the product specifications provided to the Buyer upon entering into the Agreement.
3. All Products are covered by a two-year warranty against manufacturing and material defects, unless otherwise provided by law or expressly agreed upon. The warranty period commences on the day of delivery of the Product to the Buyer.
4. The Buyer must examine the goods delivered by Holtkamper upon receipt and report any complaints to Holtkamper immediately. The Buyer will not be entitled to any claim on the basis of non-conformity if the Buyer has not submitted a complaint in writing to Holtkamper within 5 days of delivery, or within 5 days after its discovery was reasonably possible.
5. Unless expressly agreed otherwise, Holtkamper will not provide the Buyer with a warranty on emergency repairs ordered by the Buyer.
6. A warranty will only apply to a used Product if the warranty has been demonstrably promised by Holtkamper by means of a warranty certificate or endorsement on the invoice.
7. With regard to the execution of work, Holtkamper guarantees the proper execution of the orders it has accepted or outsourced and the materials used in this respect for a period of three months from the time the Product is again made available to the Buyer.
8. The warranty provisions only apply if the payment obligations are fulfilled in full by the Buyer. Warranty claims lapse if:
   1. the Buyer does not notify Holtkamper after the defects have been discovered in accordance with the provisions of clause 6.4;
   2. the Buyer or third parties have performed work on the Product (or have performed work related to the work previously performed by Holtkamper in respect of which the warranty is claimed) without Holtkamper’s prior knowledge or consent;
   3. the defects are (partly) the result of normal wear and tear, injudicious or improper handling, use and/or maintenance;
   4. the defects are (partly) the result of unsuitable conditions at the site where the Products are located; or
   5. the defects are due in whole or in part to any government regulation on the nature or quality of the materials used or the quality of the items delivered.
9. If a complaint submitted in writing by the Buyer is well-founded, has been submitted in time and there is no force majeure within the meaning of Clause 5.2, Holtkamper will, at its discretion, replace or repair the Product in question free of charge or take back the Product against reimbursement of the relevant invoice amount. All costs in excess of the obligation as described in the previous sentence, such as but not limited to transport costs, travel and accommodation costs and labor costs, will be for the account and risk of the Buyer.
10. If a written complaint has been submitted by the Buyer to Holtkamper within the period referred to in clause 6.4 in connection with the performance delivered by Holtkamper, any legal claim of the Buyer with respect to the performance shall lapse if the Buyer has not commenced legal proceedings against Holtkamper within a period of twelve months after receipt of the relevant complaint.
11. The Buyer indemnifies Holtkamper against all claims by third parties as a result of guarantees given by the Buyer and/or information provided by the Buyer to third parties regarding Products that deviate from any guarantees given by Holtkamper and/or information provided by Holtkamper regarding Products.

Article 7 – Liability

1. Holtkamper shall be liable for direct damage suffered by the Buyer as a direct result of a default attributable to Holtkamper in the performance of the Agreement.
2. Holtkamper is not liable for:
   1. damage suffered by the Buyer as a result of Products delivered by Holtkamper to the Buyer originating from third parties; and
   2. indirect damages, including but not limited to: lost sales and/or profits, trading losses, missed savings and other consequential damages.
3. Holtkamper’s liability will always be limited to the amount paid by Holtkamper’s liability insurer in the relevant case. If for whatever reason no insurance payment is made, any liability of Holtkamper will always be limited to the invoice value of the performance delivered.
4. If Holtkamper is held liable by third parties for damage, for which it is not liable in its relationship to the Buyer, the Buyer will be obliged to indemnify Holtkamper for such damage and liability and to compensate it for all damage it may suffer as a result.
5. The limitations or exclusions of liability and indemnification stipulated for Holtkamper in the above paragraphs will likewise be stipulated for and on behalf of its subordinates, any other person used by it in the context of the Agreement, and for those from whom it obtains delivered goods and/or parts, except in the case of intent or gross negligence.

Article 8 – Retention of title.

1. All deliveries of Products are made under retention of title. The Product delivered to the Buyer will remain Holtkamper’s property until the Buyer has paid everything it was required to pay under the Agreement.
2. As long as ownership of the Product has not passed to the Buyer, the Buyer shall be obliged to take out the legally prescribed insurance policies relating to the use of the Product, or, in the absence of legally prescribed insurance, insurance against total or partial loss (hull cover).
3. The Buyer must always do everything it may reasonably be expected to do to safeguard Holtkamper’s property rights. The Buyer must also have maintenance carried out at its expense.
4. Holtkamper will not be obliged to indemnify the Buyer in any way for its liability as holder of the Product. On the other hand
   , the Buyer will indemnify Holtkamper against claims that third parties may have against Holtkamper and that may be related to the retention of title that has been made.

Article 9 – Sales with purchase

1. If, upon the sale of a new Product by Holtkamper to the Buyer, it is agreed that Holtkamper will purchase a used Camping Vehicle or other item from the Buyer, the latter Camping Vehicle or other item will not become the property of Holtkamper until its actual delivery to Holtkamper has taken place. Until delivery, the Buyer shall be fully liable for all costs of maintenance, any damage, loss and/or depreciation of the Camping Vehicle or other item.
2. If, according to the Agreement, Holtkamper purchases a used camping means or other item from the Buyer, but Holtkamper has not inspected the used camping means or other purchased item, the Agreement will be concluded on the basis of the properties of the camping means or other purchased item as stated by the Buyer. If upon delivery of the used camping equipment or other purchased goods Holtkamper identifies defects that could not have been known to Holtkamper on the basis of the written declaration by the Buyer, Holtkamper may charge the Buyer the costs of remedying these defects and any decrease in value as a result of these defects in an itemized manner without prior notice of default. These costs or reduction in value
   will be offset against the purchase price payable to the Buyer. Holtkamper may require the Buyer to provide security for payment by the Buyer of the costs or depreciation charged by Holtkamper.
3. The provisions of clause 9.2 shall not affect Holtkamper’s right to dissolve the purchase if the deviation from the written record justifies such dissolution. If as a result of such dissolution the Buyer is unable to pay the purchase price for the Product agreed by it with Holtkamper, the Buyer may dissolve the Agreement. In this case, Holtkamper will charge the Buyer (cancellation) costs equal to 20% of the invoice value of the Order, without prejudice to Holtkamper’s right to charge the Buyer for all costs actually incurred in connection with the Order.

Article 10 – Disputes and applicable law

1. All offers made and Agreements entered into by Holtkamper will be governed exclusively by Dutch law.
2. All disputes between Holtkamper and the Buyer arising from the Agreement as well as all disputes regarding these Conditions will be settled exclusively by the District Court of Midden-Nederland, location Utrecht, without prejudice to Holtkamper’s authority to submit any dispute to another court with jurisdiction under the law.