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The “Seller” means JLG EMEA B.V., a private company with limited liability incorporated under the laws of the Netherlands, with its registered office at Polarisavenue 63, 2132 JH Hoofddorp, the Netherlands, registered with the trade register of the Chamber of Commerce under number 34158044. The “Buyer” means the immediate purchaser of any goods or services under a contract with the Seller (the “Contract”).

2. Formation of Contract

2.1 The Contract for the supply of goods (“Goods”) or services (“Services”) by the Seller shall be subject to these Conditions and all other terms and conditions shall be excluded (including any terms which the Buyer purports to apply under any purchase order, confirmation of order or other document). No variation to these Conditions will be effective unless agreed in writing by the Seller. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. To the extent any previous representation, warranty, collateral contract or assurance was made to the Buyer, the Buyer waives all rights and remedies in respect of it.

2.2 Each order for Goods or Services placed by the Buyer, whether or not based on a purchase order or quotation, shall be deemed to be an offer to purchase such Goods or Services subject to these Conditions. No order shall be deemed accepted by the Seller until it is acknowledged in writing or, if earlier, the Seller supplies the Goods or Services to the Buyer. After confirmation of the order by the Seller, the Contract may not be cancelled by the Buyer without the written consent of the Seller which shall be conditional on the Seller being indemnified by the Buyer against all loss or damage which arises or may arise out of such cancellation.

3. Price and Payment

3.1 Subject to the next sentences in this clause, the prices for the Goods or Services shall be as agreed in the Contract or, in the absence of such a Contract Price, the Seller’s price list published on the date of delivery or deemed delivery (the “Stated Price”). The Seller may increase the Stated Price from time to time up to the date of delivery or deemed delivery to reflect i) cost increases incurred by the Seller, for example resulting from supply-chain disturbances, levies or duties and/or ii) taxes, levies, duties and/or other fees of any kind imposed by any governmental or other authority that have to be reflected in the Stated Price. Unless otherwise agreed on in writing, all prices shall be exclusive of any value added tax and all costs and/or charges in relation to packaging, loading, unloading, carriage and insurance, which shall all be paid by the Buyer.

3.2 Unless otherwise agreed by the Seller in writing, payments shall be made in cleared funds within 30 days of the date of invoice. Accurate and timely payment shall be of the essence. When deliveries are spread over a period, each consignment, at the option of the Seller, shall be invoiced as dispatched and each invoice shall be treated as a separate account and be payable accordingly. Buyer shall make all payments in full without deduction or withholding.

3.3 In case of late payment, interest at the rate of 15% per annum shall automatically accrue from day to day from the date the payment becomes overdue until the date of payment in full, whether before or after any judgement.

3.4 Without prejudice to any other rights and remedies of the Seller, any default of the Buyer in making payments on the due date shall automatically entitle the Seller (i) to suspend supplies under the Contract or any other contract so long as the default continues and (ii) to treat the Contract as repudiated by the Buyer if the Buyer has not paid all sums due to the Seller within 7 days of receiving written notice of default from the Seller.

4. Intellectual Property

4.1 Unless otherwise set forth herein, Seller hereby grants Buyer a non-exclusive, non-transferable license to use the Software (as defined in clause 4.3 below) solely in conjunction with the purpose for which it is provided and without the right to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the Software. Buyer may transfer the foregoing license to another party which purchases the applicable Goods or Services provided the other party accepts and agrees in writing to be bound by the conditions of these Conditions. Buyer shall notify Seller of such transfer, and such notice must occur within thirty (30) days of the sale.

4.2 Software and any associated documentation is and shall remain the exclusive property of Seller and/or its licensors, and no title to, ownership of, or other interest in the Software or documentation is hereby transferred to Buyer.

4.3 For purposes of these Conditions, “Software” shall mean software, including any updates thereto, provided to Buyer in standalone form or embedded in Goods and/or Services sold by Seller, including, but not limited to, application project files for control programming, design, configuration, and visualization in source code and/or scripting code created by Seller. If Buyer is in default of any of the terms herein, Buyer’s license to Software and documentation will automatically terminate. Except as expressly set forth in these Conditions, no license under any patent, patent application, copyright, trade secret, trademark, trade name, service mark, or other intellectual property right is granted or implied by either party.

5. Embedded Software

5.1 To the extent that Software and/or documentation is embedded in Goods and/or Services sold by Seller, the sale of such Goods and/or Services shall not constitute the transfer of ownership rights or title in such Software and/or documentation, and all references to “sale” or “sold” of any Software or documentation shall be deemed to mean a license.

5.2 In connection with Software and documentation: (i) Seller and its suppliers reserve all right, title and interest, together with all intellectual property rights thereto, in all Software and documentation provided or made available to Buyer, and (ii) no other express or implied license, right or interest in or to any patent, patent application, copyright, trade secret, trademark, trade name, service mark or other intellectual property right is granted hereunder. Seller and its suppliers reserve the right to, in its sole discretion, access, update, and modify the Software at any time, including modifications that prevent the Goods, Services or Software from connecting to cellular or Internet services.

5.3 To the extent Goods and/or Services sold by Seller contain Software, Buyer agrees that Seller may access the Software. Buyer agrees that Seller may collect data regarding such Goods and/or Services itself and the operation of the Goods and/or Services, including, but not limited to, its location, fault codes, status number of cycles, hours of use, and driving speed (“Equipment Asset Data”). Buyer agrees that Equipment Asset Data or any other data of Buyer and/or any data of any third-party may be transmitted through or across the Goods and/or Services sold by Seller hereunder. Buyer further agrees that Equipment Asset Data or any other data of Buyer may be transmitted through or across third-party-owned goods and/or services. Seller will take reasonable steps to protect Equipment Asset Data or any other data of Buyer that is transmitted through or across third-party-owned goods and/or services from unauthorized access by any third parties. Buyer grants Seller a perpetual, irrevocable, worldwide, right and license to use Equipment Asset Data for Seller’s business purposes, including and to conduct research to develop and improve Seller products and services, to perform as described herein, and to provide connected products related services.

6. Delivery Date and Passing of Risk

6.1 Any dates quoted for the delivery of Goods, or the supply of Services are estimates only and time for delivery shall not be of the essence.

6.2 Delivery of Goods shall take place when the Goods are loaded at the premises of the Seller or other delivery location agreed with the Seller (the “Delivery Location”). If the Buyer collects or arranges collection of the Goods from the Delivery Location or nominates a carrier for the Goods, delivery shall be considered to take place when the Goods are placed at the disposal of the Buyer at the Delivery Location. The risk in respect of the Goods shall pass to the Buyer when the Goods are delivered. If the Buyer fails to accept delivery or arrange for collection of the Goods when they are ready for delivery, the Seller reserves the right to claim compensation from the Buyer with respect to storage costs, interest and insurance premiums.

6.3 If delivery of all or some of the Goods or Services is prevented or delayed by circumstances beyond the reasonable control of the Seller, the Seller shall not be liable for any loss or damage caused and shall have the option to cancel the Contract wholly or in part or to suspend or delay delivery or further delivery without incurring any liability towards the Buyer provided that, if the event in question continues for a continuous period in excess of three months, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.

6.4 The quantity of the Goods delivered under each order shall be recorded by the Seller upon dispatch from the Seller’s premises and the record of the Seller shall be accepted by the Buyer as conclusive evidence of the quantity delivered.

7. Property

7.1 Ownership in the Goods shall not pass to the Buyer until the Seller has received, in full, all sums due in respect of (a) the Goods and (b) all other sums which are or which become due to the Seller from the Buyer on any account.

7.2 Until ownership of the Goods passes to the Buyer, the Buyer shall (a) hold the Goods on a fiduciary basis as bailee for the Seller; (b) store (at the Buyer’s cost) the Goods separately from all other goods such that they remain readily identifiable; (c) not destroy, deface, or obscure any identifying mark on the Goods; (d) keep the Goods insured on behalf of the Seller for their full price against all risks to the reasonable satisfaction of the Seller and provide, upon request, evidence of such insurance to Seller; and (e) grant the Seller and its agents an irrevocable licence to enter at any time any premises where the Goods are stored in order to inspect them or, where the Buyer’s right to possession has terminated, to recover them.

7.3 Notwithstanding that ownership of the Goods has not passed to the Buyer, the Buyer may in the ordinary course of business, acting as principal, use, lease, sell or otherwise dispose of the Goods provided that any such sale or lease shall be for at full market value. The proceeds arising from the sale or lease of the Goods shall replace the Goods for retention of title purposes and the Buyer shall pay such proceeds into a separate bank account for the benefit of the Seller.

7.4 Buyer’s right to possession of the Goods shall terminate immediately if: (a) Buyer fails to perform any of his/its obligations under these Conditions (including the obligation to pay the Stated Price), the Contract or any other contract between the Seller and the Buyer; (b) the Buyer convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except for a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed in respect of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by the holder of a security interest, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; (c) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property, or is unable to pay its debts or the Buyer ceases to trade; or (d) the Buyer encumbers or in any way charges any of the Goods. In the event that Seller exercises its right to recover the Goods, the Buyer shall indemnify Seller against all costs incurred in connection with such recovery.

7.5 The Seller shall be entitled to recover payment for Goods notwithstanding whether ownership has not passed from the Seller. Upon termination of the Contract, the Seller’s rights in this clause 7 shall survive and remain in full force and effect.

8. Warranty

8.1 The Seller’s warranty in respect of Goods shall be limited, to the extent permitted by applicable law, to the original manufacturer’s warranty for such Goods at the date of delivery and, subject to clause 8.2, the Buyer’s sole remedy for any breach of Seller’s warranty shall be repair or replacement of the defective Goods in accordance with such warranty. The Seller’s warranty in respect of Services shall be limited to providing the services with reasonable skill and care. The warranties in this clause 8.1 do not extend to faults caused by wilful damage, negligence, incorrect storage or use, movement, installation (except by the Seller, its servants or agents) or defects caused by wear and tear, and are, to the extent permitted by applicable law, expressly in lieu of and to the exclusion of any other representations, guarantees, conditions or warranties whatsoever whether expressed or implied, statutory or otherwise, in respect of the quality of the Goods or their fitness for any particular purpose or the quality of the Services provided. The warranty shall not apply if the Buyer has not paid for the defective Goods by the due date for payment.

8.2 Seller shall not be liable for a breach of the warranty in respect of any shortage or apparent or hidden defect of any of the Goods, unless the Buyer notifies the Seller of such fact by telephone within 48 hours of delivery of the Goods (or, in respect of a hidden defect, within 48 hours of discovery of the defect) and confirms the same by written notice within 72 hours of delivery of the Goods (or, in respect of a hidden defect, within 72 hours of discovery of the defect).

9. Liability

9.1 Subject to clause 9.2, the Seller’s total financial liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising from (a) any breach of these Conditions; (b) the use or resale by the Buyer of the Goods; (c) the provision of Services; or (d) any representation, tortious act or omission, including negligence, arising in connection with the Contract, shall be limited to the Stated Price. The Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, loss of goodwill or otherwise, in each case whether direct, indirect or consequential or other claims for consequential compensation (howsoever caused) arising in connection with the Contract or these Conditions.

9.2 Nothing in these Conditions excludes or limits the liability of the Seller for fraudulent misrepresentation or for death or personal injury caused by the Seller’s negligence or any other matter for which the Seller may not, under applicable law, exclude or attempt to exclude its liability.

10. Export Control

10.1 The Buyer declares that the Goods will not be used, sold, transferred, exported or re-exported, either directly or indirectly, to destinations in Russia and/or Belarus territories.

10.2 The Buyer declares that it will comply with all applicable Export Control and Sanctions regulations.

11. General

11.1 Any communication given hereunder shall be deemed to have been validly given if communicated personally, by registered letter or by facsimile (confirmed by a registered letter) to the registered office of the relevant party. Communications (i) by registered letter shall be deemed received 48 hours from the time of sending and (ii) by facsimile shall be deemed received two working hours after time of transmission.

11.2 No waiver by the Seller of any breach of these Conditions by the Buyer shall be a waiver of any later breach of the same or any other provision. Failure or delay by the Seller in enforcing any rights under these Conditions shall not be a waiver of its rights.

11.3 If any provision is found to be wholly or in part unenforceable by an authority or court of competent jurisdiction, it shall be deemed severable, and the remaining provisions of these Conditions shall continue in full force and effect. The parties do not intend the Contract to be enforceable by any person that is not a party to it.

11.4 The Seller may assign the Contract or any part of it.

11.5 These Conditions may be translated into languages other than English. In the event of any discrepancy between the translated versions, the English version shall prevail.

11.6 These Conditions and the Contract shall be governed by and interpreted in accordance with the Laws of the Netherlands. Any dispute relating to the existence, interpretation, performance and termination of the Contract and/or these Conditions shall be subject to the exclusive jurisdiction of the competent courts in the judicial district where the registered office of the Seller is located, subject to appeal and cassation in appeal.