General Terms and Conditions of Europa Service Rental Solutions BV and Affiliated Companies (March 2023)

Article 1: Applicability and Amendment

These terms and conditions apply to all offers and agreements for the leasing or renting of vehicles from Europa Service Rental Solutions B.V., established in Weert, hereinafter referred to as “ESRS”.
Conflicting terms and conditions shall only form part of the agreement concluded between the parties if and to the extent that both parties have expressly agreed to this in writing.
The counterparty shall hereinafter be referred to as the “Lessee”.
The potential inapplicability of a (part of a) provision of these general terms and conditions shall not affect the applicability of the remaining provisions.
The Lessee may not invoke that the general terms and conditions were not provided if ESRS has already provided the same general terms and conditions to the Lessee multiple times and has referred to them.
Article 2: Formation of Agreements

The agreement is formed after the Lessee accepts an offer made by ESRS, even if this acceptance deviates on minor points from the offer. However, if the Lessee’s acceptance deviates on material points from the offer, the agreement is only formed if ESRS has expressly agreed to these deviations in writing.
If the Lessee issues an order to ESRS without a prior offer, ESRS is only bound to this order after confirming it in writing to the Lessee.
ESRS is only bound by oral agreements after confirming them in writing to the Lessee or once ESRS—without objection from the Lessee—has commenced execution of such agreements.
Additions to or amendments of the general terms and conditions or the agreement only bind ESRS after they have been confirmed in writing to the Lessee.
Article 3: Legal Relationship
The Operational Lease Agreement (the concluded agreement) aims to grant the Lessee the use of the vehicle while ESRS retains full legal, economic, and fiscal ownership of the vehicle.

Article 4: Term of the Agreement

Notwithstanding the right to terminate during the term as described in Article 15 of these terms and conditions, the agreement ends after the expiration of the agreed contractual term in months, calculated from the delivery of the vehicle ordered by the Lessee.
If the maximum number of kilometers applicable to the vehicle—as determined by ESRS—is reached before the expiration of the contractual term in months, the Lessee may request ESRS in writing to extend the term of the agreement, subject to ESRS’s written approval.
If fewer kilometers are driven compared to the contractually agreed number, the Lessee may request ESRS in writing to extend the term of the agreement, subject to ESRS’s written approval.
For the period of extended use of the vehicle, the contractually agreed terms as set out in the agreement and these general terms and conditions shall remain fully applicable.
Article 5: Delivery

As ESRS depends on deliveries by dealers and importers for vehicle supply, delivery periods communicated by ESRS to the Lessee shall never be considered strict deadlines. If ESRS fails to fulfill its obligations under the agreement in a timely manner, it must be formally notified in writing.
ESRS is not liable for damages the Lessee may suffer due to delays in delivery. The delivery of the vehicle is confirmed by a Delivery Confirmation signed by the Lessee. After delivery, the commissioning of the vehicle is confirmed to the Lessee via a Contract specifying the applicable contractual details.
If the vehicle ready for delivery is not accepted by the Lessee within a reasonable period, delivery shall be deemed to have occurred five (5) days after the Lessee is notified that the vehicle is ready.
Article 6: Standard Specifications

Each vehicle is delivered in standard specifications, equipped with accessories and options specified in writing by the Lessee.
“Standard specifications” refer to the vehicle as specified by the Dutch importer for the type and version of the vehicle, including valid license and registration documents, license plates, manuals, maintenance schedules (service plans), and driver instruction booklets.
Article 7: Lease Price

The lease price included in the agreement is calculated based on the contract term and the agreed annual mileage.
Unless explicitly stated otherwise in the individual lease agreement, the agreed lease price includes only the following costs:
a. Depreciation;
b. Interest;
c. Ownership tax;
d. Administration and management costs;
e. Registration certificate and other registration costs.
Optionally, the Lessee may choose to include the following components at an additional cost, subject to ESRS approval:
f. Repairs, maintenance, lubricants, and parts;
g. Tires;
h. Third-party liability (WA) and comprehensive (casco) insurance premiums.
For excess kilometers, the agreement specifies the settlement price per kilometer. If the odometer reading cannot be verified, ESRS will determine the missing kilometers based on prior known data.
If a security deposit is contractually agreed, it applies for the entire term and may be refunded after all obligations under the agreement are fulfilled, as assessed by ESRS. The deposit must be received by ESRS before the vehicle is ordered.
If an “Initial Payment” (down payment) is part of the agreement, this amount will be deducted from the total lease amount. The down payment must be received by ESRS before the vehicle is ordered.
Article 8: Adjustment of the Lease Price

If changes in government-imposed taxes (e.g., BPM, VAT, road tax), vehicle purchase price, interest, or insurance premiums occur after the agreement is concluded, ESRS may adjust the lease price retroactively. Any resulting underpayment or overpayment is immediately due.
If actual mileage deviates by more than 10% from the contractually agreed amount, ESRS may adjust the lease price components and/or contract term. The adjusted lease price applies from the vehicle’s commissioning, accounting for prior charges.
If ESRS does not perform interim mileage settlements, it retains the right to do so at a later date.
Article 9: Payment of the Lease Price

The Lessee must pay all due amounts promptly:
a. Security deposit and/or down payment immediately after signing the agreement;
b. Monthly payment in advance by the first business day of the month;
c. Other due amounts immediately after invoicing.
By signing the agreement, the Lessee authorizes ESRS to collect all amounts due under current and future agreements via a SEPA direct debit mandate. The Lessee agrees not to revoke this mandate before the termination of the last active agreement.
If payment after invoicing is agreed, payment is due within 14 days of the invoice date unless otherwise agreed. The invoice is deemed correct if the Lessee does not object within this period.
Late payments incur default interest of 2% per month, compounded on the principal. Partial months count as full months.
If payment remains overdue after a reminder, ESRS may charge extrajudicial collection costs.
Collection costs for claims up to €25,000:
a. 15% on the first €2,500 (minimum €40);
b. 10% on the next €2,500;
c. 5% on the next €5,000;
d. 1% on the next €15,000.
For amounts exceeding €25,000, ESRS may charge 10% on the excess.
After one year, collection costs may include cumulative default interest.
ESRS may suspend or terminate the agreement without notice if payment is overdue or creditworthiness is doubted.
Payments are first applied to interest and costs, then to the oldest outstanding invoices.
The Lessee may not offset claims against ESRS, even during insolvency.
Non-use of the vehicle does not affect payment obligations unless ESRS grants written permission.
Payments via third parties do not release the Lessee from liability.
Article 10: Costs Not Included in the Lease Price
The following costs are borne by the Lessee:
a. Washing, cleaning, parking, and toll fees;
b. Repairs or maintenance not covered by the contract;
c. Costs due to negligence or misuse;
d. Tire replacement/repair (if not included);
e. Repairs (if not included);
f. Accessories required by law;
g. Non-standard tire damage;
h. Repairs beyond normal wear;
i. Key/registration replacement;
j. Fuel, fluids, and other daily use costs;
k. VAT, fines, and government levies;
l. Navigation software updates.

Article 11: Use of the Vehicle

The Lessee must use the vehicle lawfully, per its intended purpose, and ensure drivers comply with these terms. The Lessee is liable for all users.
The vehicle may not be alienated or encumbered.
Drivers must hold a valid Dutch license.
Prohibited uses: driving lessons, taxi services, transporting dangerous goods, or use in uninsured areas.
Unauthorized modifications require ESRS approval. Removal costs and liability for damage rest with the Lessee.
Advertising or business equipment requires prior approval; restoration costs are the Lessee’s responsibility.
Hit-and-run incidents or traffic offenses must be reported within 48 hours.
The Lessee bears all fines, costs, and indemnifies ESRS against third-party claims.
Repeated traffic violations permit ESRS to terminate the agreement immediately.
Seizure or forfeiture costs (e.g., legal fees) are the Lessee’s responsibility.
Article 12: Repairs, Maintenance, and Tires

If included in the contract, ESRS covers repair, maintenance, and tire costs.
The Lessee must maintain the vehicle per manufacturer guidelines, evidenced by a signed log or invoices.
Weekly checks of fluids and tire pressure are mandatory.
Repairs due to the Lessee’s fault are their responsibility.
Prior ESRS approval is required for repairs.
Foreign repairs require consultation; reimbursement after proof of payment.
Articles 12.5–12.6 apply only if repairs/maintenance are included.
Report odometer defects within 24 hours; mileage estimated mutually.
The Lessee must surrender the vehicle for inspection upon request.
ESRS is not liable for improper repairs.
Article 13: Damage, Theft, and Insurance

If insurance is included, ESRS’s insurance terms apply. The Lessee confirms receipt and acceptance.
Report theft or major damage immediately via phone, followed by a written form within 48 hours.
Submit police reports and keys promptly after theft.
ESRS may adjust premiums or agreements for frequent claims.
The Lessee pays the deductible unless fully covered by a third party.
Personal belongings in the vehicle are not covered.
Total loss ends the agreement after the waiting period.
If self-insured, the Lessee must provide proof and ensure payouts go to ESRS.
Non-insured costs (e.g., towing) are the Lessee’s responsibility.
The Lessee must:
a. Avoid admitting liability;
b. Follow ESRS instructions;
c. Provide all relevant information;
d. Assign claims to ESRS.
Article 14: Lessee Insures the Vehicle

If self-insured, the Lessee must maintain comprehensive coverage and provide proof upon request.
Cover shortfalls if insurance payouts are insufficient.
Self-insurance requires ESRS approval; the Lessee is responsible for book value and damages.
Article 15: Early Termination

The Lessee may terminate early at month-end with two months’ written notice and compensation:
a. Difference between book value and market value;
b. Lost profit (up to ¼ of residual lease payments, minimum 3 months);
c. Other termination costs.
ESRS may terminate immediately via registered mail if:
a. The Lessee defaults for over 14 days;
b. The Lessee relocates abroad, sells, or liquidates the business;
c. Assets are seized;
d. Insurance coverage lapses;
e. Government requisition;
f. Creditworthiness is at risk.
The Lessee must fully indemnify ESRS upon termination.
ESRS may access the Lessee’s premises to repossess the vehicle.
Article 16: Seizure and Third-Party Measures

The Lessee must inform third parties of ESRS’s ownership and notify ESRS of seizures.
ESRS may take protective measures at the Lessee’s expense.
Article 17: Repossession and Final Settlement

Return the vehicle in good condition to ESRS.
Confirm repossession with mileage and condition details.
The Lessee bears repair costs, depreciation, and document replacement fees.
Acceptable vs. unacceptable damage criteria (e.g., scratches ≤ €2 coin size, no paint damage).
Failure to return permits ESRS to claim costs and suspend services.
Mileage adjustments based on contractual rates.
Excess/deficit kilometers calculated against monthly averages.
Prior settlements are considered.
No right of retention.
Article 18: BPM (Tax on Passenger Cars and Motorcycles)

Tax rebates apply if:
a. The Lessee is a VAT-registered entrepreneur;
b. The vehicle is used primarily for business.
Non-compliance results in tax liabilities and penalties.
The Lessee must submit an entrepreneur declaration and notify changes.
ESRS may adjust terms or terminate for breaches.
The Lessee reimburses ESRS for tax reassessments.
Article 19: Complaints

Inspect the vehicle upon delivery; report defects within 24 hours.
Submit other complaints in writing within 24 hours.
Unreported issues are deemed accepted.
Complaints do not suspend payments.
Cooperate with inspections; cover costs unless the complaint is valid.
Article 20: Liability

ESRS liability is limited to explicit guarantees.
Consequential damages (e.g., business loss) are excluded.
The Lessee must mitigate damage.
Liability is capped at insurance payouts or lease payments (6 months for long-term leases).
Claims must be filed within 6 months.
Exclusions: misuse, incorrect information, unauthorized repairs.
The Lessee indemnifies ESRS against third-party claims.
No liability for LPG installations unless approved.
Exceptions for intentional misconduct or gross negligence.
Article 21: Transferability

The Lessee requires ESRS approval to transfer rights.
ESRS may assign rights to third parties.
The vehicle may be pledged for refinancing.
Article 22: Joint and Several Liability
All parties are jointly liable for obligations.

Article 23: Address or Name Changes
Notify ESRS 10 days in advance with a Chamber of Commerce extract.

Article 24: Bankruptcy, etc.
ESRS may terminate upon insolvency, suspension of payments, or loss of control over assets.

Article 25: Force Majeure
ESRS may terminate or suspend the agreement for unforeseeable events (e.g., war, strikes, natural disasters).

Article 26: Cancellation, Suspension

Cancellation fees: 20–50% of total lease payments.
The Lessee is liable to third parties.
ESRS may offset prior payments against fees.
Suspension costs are immediately due.
ESRS may terminate if suspension exceeds agreed terms.
Article 27: Personal Data
The Lessee confirms compliance with data protection laws for shared personal data.

Article 28: Applicable Law, Competent Court

Dutch law applies.
Disputes are settled in Weert courts, or where the Lessee is located.
Weert, March 2023