Terms and conditions

I. General

1. These general terms and conditions of sale and delivery (“General Terms”) apply to all offers

and agreements of purchase/sale of goods (“Agreement”) by Dosso International (“DI"),

unless provided otherwise in the offer or agreement. In case of any discrepancies between

the terms of an Agreement and these General Terms, the terms of the Agreement will

prevail.

The rights and obligations arising between DI and the buyer under the Agreements (“Buyer”)

may not be transferred by the Buyer to third parties without the prior written consent of DI.

II. Offers

Any offers/quotations by DI, regardless if they contain a deadline for acceptance, are strictly

without engagement, unless otherwise agreed in writing. DI remains free to withdraw the

quotation, without any right of compensation for the Buyer, until the quotation is accepted

by the Buyer by means of the signing and returning of a sales confirmation and receipt by DI

of the downpayment amount included in the sales confirmation.

III. Agreements

1. An Agreement shall not be deemed to have been validly concluded until DI has confirmed the

order in writing, has commenced with the execution of the order or has received a down-

payment on the order.

2. By signing a sales confirmation, the Buyer unconditionally agrees to purchase the relevant

goods under the terms mentioned therein. The terms of the countersigned sales

confirmation take precedence over any information previously provided to the Buyer

(including but not limited to prices, product descriptions, hours/usage, condition, year,

delivery terms) in quotations or other documentation.

IV. Amendments

1. Amendments to these General Terms and/or the Agreement shall apply only to the extent

agreed in writing between the Buyer and DI.

2. If such amendments lead to an increase in the costs, DI is authorized to pass on any resultant

change in the purchase price to the Buyer.

V. Prices

1. All quotations and prices charged by DI are the prices excluding VAT and other levies and

taxes relating to the Agreement applying at the time the Agreement was concluded, unless

expressly agreed otherwise.

2. Furthermore, the Buyer may not assert rights based on errors or apparent typographical

inaccuracies present in our offer

3. If a change takes place in one of the price-determining factors after the offer has been

issued, DI is authorized to adjust the prices correspondingly, even if the Agreement has since

been concluded.

4. Price changes in excess of 20% provide the Buyer with the right to dissolve the Agreement,

provided this is done in writing and within seven days of receipt of the relevant notification

of the price change by DI. Such dissolution does not provide the Buyer with any entitlement

to compensation for any loss whatsoever.

5. If DI applied a VAT-exemption or reverse-charge mechanism on its supply to Buyer, but tax

authorities retrospectively collect VAT on that supply, DI is entitled to also retroactively

impose this VAT on the Buyer, who is obligated to remit the VAT to DI within 30 days from

the date of invoicing this VAT.

VI. Payment

1. The Buyer is obliged to pay the full purchase price before delivery of the goods in question,

unless agreed otherwise in writing, in accordance with paragraphs 2 and 3 of this Clause VI.

2. The Buyer is obliged to pay the purchase price within the period stated on the sales

confirmation. If no payment date is stated on the sales confirmation, payment should be

made within 7 days of the date of invoice. The Buyer is not authorized to set off the purchase

price or to suspend payment on account of any counterclaim against DI.

3. The payment term shown on the sales confirmation is a firm date. If the purchase price is not

paid within the payment term, the Buyer shall be automatically in default without any

written notice of default being required, irrespective as to whether the non- compliance can

be attributed to the Buyer.

4. Without prejudice to its other rights, DI is authorized to claim interest on the outstanding

amount at 1.5% per month, calculated from the due date in question. In addition, in the

event of late payment, DI is authorized to suspend delivery and claim daily storage costs at

EUR 3 per square meter until payment has been made in full.

5. All legal and extrajudicial costs actually incurred by DI in relation to a dispute with the Buyer,

both as plaintiff and defendant, shall be for the Buyer's account. The extrajudicial collection

costs shall amount to at least fifteen percent of the principal.

6. Payments by the Buyer shall be assigned to the oldest outstanding items, including interest

and costs, even if the Buyer declares differently.

7. The Buyer shall have no right to reclaim down-payments.

8. In the event of late payment any adverse exchange difference shall be for the Buyer's

account. The reference dates shall be the due date on the invoice and the date of payment.

9. Payments shall be made in euros, unless otherwise agreed in writing.

10. A Buyer making use of its rights to place goods in storage within the meaning of Clause XVII

remains obliged to pay the purchase price in the manner stated in paragraph 1 of this Clause

VI.

VII. Delivery date, delivery risk

1. The delivery period mentioned or agreed in the offer and/or order confirmation and/or

Agreement may in no circumstances be regarded as a firm date. Late delivery by DI shall

accordingly not count as breach of contract.

2. The specified/agreed delivery period shall at any event, but not exclusively, be automatically

extended by the period(s) during which:

- Arrival and/or dispatch its delayed and/or there are any other circumstances temporarily

preventing execution, irrespective as to whether this may be attributed to DI;

- The Buyer fails to discharge one or more of its obligations vis-à-vis DI or there are well-

grounded fears that it will fail to do so;

- The Buyer does not enable DI to execute the Agreement; this situation arises for example

if the Buyer fails to advise the place of delivery or to make available the details,

equipment or facilities required for execution.

3. Equally, the Buyer may not refuse to receive or pay for the goods and/or demand

compensation for direct or consequential loss or for costs incurred by the Buyer or by third

parties in the event that the agreed delivery period is exceeded.

4. Delivery shall be deemed to have taken place at the point at which the goods have been

placed at the Buyer's disposal by DI. Unless otherwise agreed delivery shall be made “port of

Antwerp”. As from the time of delivery, the goods become the sole responsibility of the

Buyer. DI encourages the Buyer to take out adequate insurance cover as DI cannot be held

responsible for any incidents of damage, unless otherwise agreed in writing.

5. All goods are transported and loaded at the Buyer's cost and risk, even if the consignment is

sent carriage paid.

6. If DI arranges consignment of the goods at the Buyer's request, the time, method of

consignment and consignment route shall be at DI's choice.

7. Transport insurance will only be taken out by DI at the express request of the Buyer; all the

associated costs will be for the Buyer's account.

8. If DI has provided any equipment for the transportation or arranged for this to be done by a

third-party, where appropriate after payment of a deposit, the Buyer shall be obliged to

return the equipment to the address specified by DI, in the absence of which the Buyer will

be liable to pay DI compensation.

9. Any equipment within the meaning of the previous paragraph must be returned in the

condition in which it was received before transportation. DI is authorized to have the

equipment inspected by an expert after use. The Buyer is obliged to pay compensation for

any damage to the equipment provided to it.

10. Premature and/or partial deliveries are permitted; in this regard the Buyer is obliged to settle

the invoice in question as though it concerned a separate transaction.

VIII. Exchange/Guarantee

1. Each and every good sold and delivered under an Agreement will be sold “as is, where is”,

without any guarantees or warranties, express or implied, statutory (conformity) or

otherwise of any nature whatsoever being extended. Without limiting the generality of the

foregoing, DI makes no representation or warranty that any of the goods are fit for any

particular purpose, are merchantable or financeable, are of any particular age, year of

manufacture, model make or condition or are suitable or eligible for import into any

particular country or jurisdiction, unless expressly indicated otherwise.

2. Purchased goods may not be exchanged or returned.

3. If DI has supplied the Buyer with new goods, no other warranties apply than the

manufacturer’s warranty. The Buyer can only rely on the manufacturer’s warranty, provided

it has complied with the terms and conditions stated therein.

IX. Inspection

The Buyer has the right to inspect the goods before delivery at a place and time determined

by DI. The costs of such inspection shall be for the Buyer's account. The Buyer accepts the

goods in the condition it was in at the time of inspection.

X. Vehicle history and certifications

1. While DI exercises the utmost diligence in furnishing information pertaining to the technical

specifications, historical records, mileage/kilometers, and operational hours of vehicles, it is

imperative to note that the Buyer may not derive any rights from the information provided

by DI. This is because our data sourcing involves reliance on third-party entities. Buyer is

entitled to independently endeavor to retrieve the aforementioned data regarding the

vehicle(s). Should assistance be necessitated in this regard, DI shall cooperate. However, any

expenses incurred in conducting such investigations shall be the responsibility of Buyer.

2. Unless explicitly stipulated otherwise in written form, the vehicles and machinery offered by

DI do not possess CE-marking, EPA certification, BMWT certification, and/or other relevant

certifications. It is incumbent upon the Buyer to assess whether the vehicles and machinery

are suitable for their intended purpose(s) and within the designated geographical area(s) of

use. DI explicitly disclaim any responsibility or liability in this regard.

XI. Non-compliance/dissolution/suspension

1. DI is authorized to dissolve the Agreement with immediate effect, without legal intervention,

in full or in part, or to suspend its execution, without prejudice to its other rights to

compliance and/or compensation, in the following instances:

- the Buyer fails to comply with any obligation it may have towards DI, and does not cure

such failure within a reasonable period after it was given notice of default by DI. No

notice of default is required if the failure cannot be cured by the Buyer;

- the Buyer seeks a (temporary) postponement of payment or files for bankruptcy;

- bankruptcy proceedings are instituted against the Buyer;

- the Buyer's business is shut down or liquidated;

- the Buyer enters into a private composition with its creditors;

- the Buyer, after having been invited in writing by DI to provide security for its obligations

under the Agreement, fails to do so in a form satisfactory to DI within seven days after

the notification.

2. If DI dissolves the Agreement pursuant to paragraph 1 of this Clause XI in full or in part, any

claim on the Buyer shall become immediately due and payable, without DI being obliged to

pay compensation.

3. If DI dissolves the Agreement pursuant to paragraph 1 of this Clause XI in full or in part

because the Buyer failed to make payment in time:

- the down-payment made to DI shall be used as a compensation for the losses and

damages incurred by DI as a result thereof (without such down-payment being the full

compensation DI is entitled to);

- DI may at its own discretion resell the goods and charge the Buyer a 15% handling fee

plus any price difference between the original selling price and the price DI subsequently

sells the goods for.

XII. Retention of title

1. Delivery is made subject to retention of title. Title to the goods remains with DI until DI has

received payment in full for all goods delivered or to be delivered by DI to the Buyer and/or

for all activities performed or to be performed in respect of the delivery, as well as in respect

of claims on account of failure to perform on the part of the Buyer, on whatever grounds.

2. If DI dissolves the Agreement pursuant to paragraph 1 of Clause XI in full or in part, DI is

authorized to repossess the delivered goods that have remained its property in accordance

with paragraph 1 of this Clause XII.

3. In so far as necessary for its normal business operations, the Buyer is authorized to make use

of the goods that are subject to retention of title. If the Buyer makes use of this right, it will

be obliged to make delivery to third parties of the goods subject to similar retention of title

as retained by DI. The Buyer is also required to provide DI at first request with an undisclosed

pledge on the claims that it has or will obtain on those third parties in connection with the

sale of the goods. Should the Buyer refuse to do so, this provision shall constitute irrevocable

authority on the part of DI to institute such an undisclosed pledge.

4. The Buyer is not authorized to sell the goods that are subject to the retention of title other

than in the course of its normal business operations, to pledge them or in any way infringe

DI's retention of title by the establishment of a restricted real right or otherwise.

XIII. Right of retention

DI is authorized to suspend the performance of the obligation to surrender the property of

the Buyer that is in its possession in connection with any order, until the claim by DI in

relation to such property has been paid in full including interest and costs.

XIV. Trade-ins

If the Buyer continues to use a traded-in product in anticipation of delivery of the product

purchased by it, any costs in relation to the aforementioned product and any reduction in

value shall be for its account.

XV. Liability

1. DI is not liable for any loss due to any failure to comply with its obligation(s) vis-à-vis the

Buyer, except in the case of willful intent or gross negligence on the part of DI or its

supervisory subordinates.

2. Equally, DI is not liable for the loss arising from willful intent or negligence/gross negligence

of supervisory/nonsupervisory subordinates or of others engaged by it for the purposes of

executing the Agreement.

3. DI is not liable for incorrect hours/kilometer readings/years of construction/time readings

and/or other incorrect specifications of the products.

4. DI does not accept any liability for any advice submitted by it or on its behalf.

5. If the exclusions/limitations of liability in the preceding paragraphs of this Clause should fail

to stand up in court for whatever reason, DI's liability for non-compliance or non-timely or

inadequate compliance shall in no circumstances exceed the purchase price actually received

by DI from the Buyer for the goods in question.

XVI. Force majeure

1. In the event of force majeure DI is authorized to dissolve the Agreement in full or in part, or

alternatively to suspend the implementation thereof, without any liability to pay

compensation.

2. Force majeure is deemed to cover any circumstance outside the will and beyond the control

of DI that may or may not have been foreseeable at the time of the conclusion of the

Agreement, as a result of which compliance could not be reasonably demanded of DI,

including but not limited to war, governmental measures, lack of raw materials, factory

stoppages or traffic disruptions, as well as transport difficulties of whatever nature, work

stoppages, lock-out or lack of personnel, quarantine, epidemics, time lost through frost,

failures on the part of third parties engaged by DI for the execution of the Agreement and

any other circumstances seriously complicating compliance with the Agreement.

3. If DI has already partially discharged its obligations upon commencement of the force

majeure, it shall have the right to charge separately for goods already delivered and the

Buyer shall be bound to settle the invoice in question as though this concerned a separate

agreement.

XVII. Storage

1. If for whatever reason the Buyer is not in a position to take receipt of the goods at the

agreed time and the goods are ready for delivery, DI will, storage facilities permitting, store

and secure the goods at the buyer's request until they are delivered to the Buyer.

2. The Buyer is obliged to reimburse DI for the daily storage costs of EUR 3 per square meter.

3. Storage shall take place solely at the risk of the owner of the product.

XVIII. Export control compliance

1. If the delivery of goods under these terms & conditions is subject to the granting of an export

or import license by a government and/or any governmental authority under any applicable

law or regulation, or otherwise restricted or prohibited due to export or import control laws

or regulations, DI may suspend its obligations and Buyer's rights regarding such delivery until

such license is granted, or for the duration of such restriction or prohibition, and DI may even

terminate any Agreement related to such goods, without incurring any liability towards

Buyer.

2. If an end-user statement is required, DI will inform Buyer immediately and Buyer shall

provide DI with required documentation upon DI’s written request. Buyer shall inform DI

immediately if an import license is required, and Buyer shall provide DI with the applicable

document as soon as it is available. By accepting DI’s offer, entering into any Agreement

and/or accepting any goods, Buyer agrees that it will not deal with the goods and/or

documentation related thereto, in violation of any applicable export or import control laws

and regulations.

3. A direct or indirect resale of the goods to embargoed countries, or to denied or sanctioned

persons is prohibited. Buyer shall undertake its best efforts to ensure that the purpose of this

Clause is not frustrated by any third parties further down the commercial chain, including by

possible resellers. Any violation of the forementioned sections shall constitute a material

breach of an essential obligation of the contract, and DI shall be entitled to seek appropriate

remedies. Furthermore Buyer acknowledges that the obligations contained in this Clause

shall survive the termination of any agreement of other arrangement under which the goods

were provided to Buyer.

4. Buyer shall indemnify DI against any and all direct, indirect and punitive damages, loss, costs

(including attorney’s fees and costs) and other liability arising from claims resulting from

Buyer's or its Buyer’s breach or non-compliance with this article.

XIX. Partial nullity

If one or more provisions in these General Terms and/or the Agreement prove invalid, the

remaining provisions shall continue in full force and effect. The invalid provisions will be

replaced by an appropriate regulation approximating the intention of the parties and the

economic result being aimed at by them as closely as possible in a legally effective manner.

XX. Applicable law

These General Terms and/or the Agreement are subject to Dutch law. The applicability of the

Vienna Sales Convention is explicitly excluded.

XXI. Disputes

1. If the Buyer has its seat in any country that is a member state of the EU, any dispute arising

under these General Terms and/or the Agreement will be resolved exclusively by the

competent Dutch court in Gelderland Zuid, location Arnhem.

2. If the Buyer has its seat outside of the EU, any dispute arising under these General Terms

and/or the Agreement will be finally settled in accordance with the Arbitration Rules of the

Netherlands Arbitration Institute (Nederlands Arbitrage Instituut) as at present in force. The

arbitral proceedings shall be conducted in the English language. The tribunal shall comprise

of 1 (one) arbitrator. The tribunal shall decide in accordance with the rules of law. The place

of arbitration shall be Arnhem, the Netherlands.

General terms and conditions of payment and delivery of Dosso International BV (January 2026)