GENERAL TERMS AND CONDITIONS OF RENTAL 14.11.2016 I. DEFINITIONS 1. The Lessor, is the person / company renting - Toyota Material Handling Polska Sp. z o. o. and having authorized representatives to deliver the Equipment. 2. The Lessee rents the Equipment owned by the bank or by Toyota Material Handling Polska Sp. z o. o. or its representatives. 3. Equipment - the forklifts or their parts, as well as any other components, assembly and spare parts, and any other items rented under this Agreement. 4. "The Fee for the rental", "rental rate" - agreed in the Agreement change for renting the Equipment. II. CONDITIONS OF THE EQUIPMENT 1. The device according to the best knowledge of Lessor does not have any physical and legal defects. III. LEASE PERIOD 1. "Transfer Protocol / Reception Form ** forklift" is attached as Appendix 1 to the General Terms and Conditions of Long-Term Rental. The Lessee shall pay the Lessor for the lease payments even after the termination of this Agreement for the period in which the equipment or its parts cannot be removed from the place of use for any reason attributable to the Lessee. 2. In case of an earlier delivery the Lessee is obliged to collect Equipment. In case of withholding delivery of Equipment prepared to be collected, due to reasons on side of the Lessee, the Lessor will charge the Lessee a warehouse fee according to Toyota Material Handling Polska Sp.z o.o. fees table. 3. For the period of time between the date of the Agreement and the date of the delivery of the Equipment Lessee is entitled to order to place an order for temporary Equipment. Lessor will supply such a eq. provided that such Equipment is available from Lessor rental Fleet. In case of no other arrangements the rental of such Equipment will be based on the same terms conditions as final Equipment excluding cost of transport. The period of rental of temporary Equipment is not included in the period of this agreement and moto-hours worked are not included in the motohours limit of the final Equipment. 4. In case of Agreement which applies for the period of 24 to 48 months the Lessee has the right to extend the Agreement up to max total period of 60 months. The fee for the extended period of Agreement will be set at the level of 90% of the fee in the paragraph 1 of Rental Agreement. Unless the parties will decide otherwise. The Lessee must take decision to extend the Agreement no later than 30 days before its termination and should be delivered to Lessor in written form. 5. On the expiry of the Agreement the Lessee shall notify the Lessor of its intention of returning Equipment no later than 60 days from the date of Termination of the Agreement. If no such notification will be issued or Equipment will not be returned on the agreed date, Agreement will be extended for the unlimited period. Both parties can terminate such an extension at any time with three-month notice. 6. During the period of Rental the Lessor has the right to change Equipment for other with similar technical characteristics. Strona 1 z 6
IV. TERMS OF PAYMENT 1. The fee for Rental is paid in Polish Zloty (PLN). The conversion rate to Polish Zloty from any foreign currency is calculated according to opening daily rate set by Bank PEKAO S.A. on the day of invoice issued. 2. Lessee is obliged to comply with the annual moto-hour limit as set in the Agreement. 3. In event of exceeding of the set limit of moto-hours, the Lessee shall pay adjustment fee for each additional moto-hour of the Equipment in line with the formula below. Sm x 12 Lr where, Sm monthly lease rate Lr annual limit of operation hours 12 number of months The value of moto-hours is overall working time of machine (i.e. total time of drive and hydraulic counter). Control of moto-hours of machine can be done by remote data reading (the I-site unit) or by writing down service protocol. For detailed explanation of the working time ask by e-mail to the address serwis@pl.toyota-industries.eu 4. Lessee will pay the adjustment fee for the excessive moto-hours at the end of each year of the Agreement based on the VAT invoice submitted by the Lessor. For the period shorter than one year, the fee will be calculated on the pro-rata basis. The invoice is payable within 30 days from its date of issue. 5. For the contracts longer than the period of 12 months Lessor has the right to adjust the Rental Rate in line with inflation rate (source GUS). Such indexation shall take place in January; indexed rates are applicable from January 1 st. 6. Lessor has the right to give the discount to already issued invoices without prior approval of Lessee. V. ENTITLEMENT AND DECLARATIONS 1. The Equipment is owned by TMH Europe Rental AB reg. no 556032-5002, which is subletting this Equipment to TMHPL Sp. z.o.o. 2. TMH E Rental AB is entitled to substitute TMHPL Sp. z.o.o. in matters related to the Agreement. 3. The Parties undertake to refrain from amending the above conditions without the written consent of Toyota Material Handling Europe Rental AB and the Owner. 4. The User should promptly notify Toyota Material Handling Polska Sp. z o. o. in the event of applying for the instigation of insolvency proceedings in respect to the User or any of its subsidiaries or Clients remaining in possession of the Equipment. VI. EQUIPMENT MAINTENANCE AND REPAIRS 1. The Lessee should promptly notify the Lessor of any failure or improper operation of the Equipment or of any need of repairs or maintenance. 2. The Lessor shall conduct the Equipment Maintenance work during standard working hours (i.e. between 8AM and 4PM, Monday to Friday, except for holidays and bank holidays). 3. In case of the Equipment failure the Lessor shall attempt to repair within 24h working hours from being notified, Monday to Friday with exception of holidays, except for holidays and bank holidays, the request for the Service shall be placed by the Lessee at the Contact-Center (tel. no. 801 366 900 or email service@pl.toyota-industries.eu). 4. In case of the event when Equipment would not be returned into operation within 3 working days from the attempt to repair, Lessor should provide the Lessee with the substitute Equipment bearing similar characteristics to the original Equipment. Lessee should request such a Strona 2 z 6
substitution in writing. The above does not apply to specialised equipment e.g. Radioshuttle, SMV, VNA, or OP trucks. 5. Above arrangements do not apply if the Equipment failure was caused by misuse or improper operation by the Lessee. 6. The Rental Fee includes Full Service and UDT charge. Full Service includes all Maintenance and Repairs costs including spare parts and travel-time charge. Full Service excludes, damages to the Equipment caused by the misuse or accidental damage by the Lessee (refer to Equipment Manual attached to the Agreement), also excludes forks, tyres, and battery. The Lessee bears the costs of small consumables of every day maintenance made by the Lessee e.g. filling oil, electrolyte level with distilled water, consumable fluids. 7. The Lessee should provide access to the Equipment for the Lessor or Lessor s authorized representatives, unrestricted access to the Equipment at their request during Lessee normal working hours. Lessee will provide minimum safety conditions to engineers performing repairs including: toilet, washbasin, space for repairs under the roof with min. temperature. 8. Lessee is prohibited from any repairs, alterations, etc. to the Equipment without written consent of the Lessor. In case of unauthorized repairs or modifications, Lessor has a right to reverse such modification. The cost of such an activity will be passed on the Lessee. Any Equipment installed is becoming the property of Lessor. 9. Lessee is obliged to use Equipment in conditions described in the Rental Agreement. In case of changing working conditions, the Rental Fee will be appropriately changed. 10. Lessee is responsible for the supply of fuel to Internal Combustion trucks and for regular maintenance of the battery (electrolyte level). 11. Lessee should provide the connection and supply of the energy for charging battery operating Electric Trucks. Lessee is obliged to take the following actions in order to maintain batteries which are an integral part of the equipment: a) Battery should be regularly charged and maintained as per Operation Manual. b) Battery should be checked daily to ensure appropriate level of distilled water and electrolyte c) Trucks with discharged battery should never be used. In case of wrong maintenance of battery Lessee will be charged for the purchase of the battery calculated by the purchase price of a new battery, decreased by usage and depreciation costs. 12. The maintenance work and in excess of the Full Service (including spare parts, labor, travel time) Lessee will be invoiced on the basis of Lessee standard fees and charges valid at the time of repair. Invoice for such a service should be paid within 30 days from its date. 13. Lessor is eligible to take care of maintaining Equipment technical documentation and legality during the period of Agreement. 14. UDT book for the truck will be stored on the premises of TMHPL Sp.z.o.o. After each technical test, the copy of the UDT report will be submitted to the Lessee. 15. At the end of Rental Agreement Equipment shall be returned to the Lessor in the appropriate condition allowing for normal wear and tear during the period of Agreement. The accidental damages or misuse will incur charges to the Lessee. The examples describing normal wear and tear and accidental damages are available in PDF document Przewodnik standardowego zużycia eksploatacyjnego on the webpage www.toyota-forklifts.pl. The Lessee is obliged to assess returning trucks within 21 days from the date of return and submit detailed report at the request of the Lessee. The assessment of the truck on the return is the only legally binding document accepted by both parties for any cost reconciliation. 16. The equipment should be returned clean. Failure to return Equipment in a clean state will incur charges of 150 PLN per truck. 17. Returned Equipment should be returned with the same attachments, auxiliary equipment, etc. as originally supplied. Strona 3 z 6
18. Any additional charges resulting from any delays in transportation and return of machines e.g. charges by the transport provider for additional waiting time and time of service engineer, etc. will be born by the Lessee. VII. LIABILITY OF THE LESSEE FOR LOSS OR DAMAGES OF THE EQUIPMENT 1. The Lessee is fully responsible to the Lessor for loss, damage or destruction of the Equipment during the whole period of the Rental regardless of the reason (with exclusion of normal wear and tear) and is liable to Lessor for the safe storage of the Equipment and return of it to the Lessor at the end of the Rental Period in appropriate condition (with exclusion of normal wear and tear) 2. Lessee is fully responsible for any damages including bodily harm to the third parties and their property and which can result from use of the Equipment, every such a case should be reported immediately in writing to the Lessor. Lessee is responsible for any damages to its assets that result from use of the Equipment. 3. Lessor is obliged to insure Equipment. Terms and conditions of the insurance are included in Appendix no.2 to the General Terms and Conditions of Rental. 4. In case Lessee fails to comply with Terms and Conditions of Insurance (App. no.2) and rejection of claim by the insurer, Lessee is obliged to bear the cost of claim. 5. The excess limit set in the Insurance Policy is 1000 PLN per each claim and in case of any potential claim to the insurer; the excess cost is met by the Lessee. In such a case the amount should be paid to the Lessor within 30 days from the formal request. 6. The machine is rented assuming normal working conditions (dry and clean atmosphere, flat and unbroken surface, air temperature not higher than + 50 C and not lower than -10 C). Excluding also work in dusty environment, high humidity or higher temperatures and other heavy conditions as metal filings, recycling and other extreme applications (aggressive environments such as corrosive substances, brine). Changes in the work environment, including the deterioration of surface or another conditions, will result in charging a higher rental rate or in termination of the rental agreement. 7. Lessee is obliged to keep the machine when it is not in use, at a temperature not higher than + 50 C and not lower than -10 C. Storage room should be protected against of unauthorized entry and supervised for 24 hours. VIII. TERMS OF USE AND STORAGE OF THE EQUIPMENT 1. During the period of the Rental Agreement Lessee is responsible to the Lessor for the Equipment and is expected to use Equipment on conditions described in the Equipment Manual for their business activities in the place described in the Rental Agreement. Lessee is eligible or the safe and proper use of the Equipment. In addition, Lessee is obliged to keep the Equipment clean and tidy and regularly checked. Lessee cannot change the location of use of the Equipment to different places of use than described in the Agreement without written consent of the Lessor. Failure to comply with this requirement will be treated as a breach of the Agreement and will be treated by the Lessor as fraud. 2. Lessor will accept change of place of use of the equipment within different branches of the Lessee organization on the territory of Republic of Poland. Such a move requires written information to the Lessor. All costs included to such a change of location will be borne by the Lessee. 3. Lessee is responsible for to ensure that Equipment is operated by appropriately trained and qualified personnel. 4. Lessee is not allowed to: sell, rent, sublet Equipment to the third parties (paid or unpaid). Strona 4 z 6
5. All labels placed on the Equipment by the Lessor cannot be removed or covered. Any labels (other than TMHPL) placed on the rented Equipment by the Lessee must be agreed with the Lessor. All costs connected with removing and bringing Equipment to original condition will be borne by the Lessee. IX. TERMINATION OF THE AGREEMENT 1. Both parties have the right to terminate the Agreement without notice with immediate effect in case of breach of the Agreement by each of the Party. 2. The following situations in particular are recognized as the serious breach of Agreement by the Lessee: a) Delay of the payments for the period of more than 30 days from the due date. b) Noncompliance by their personnel with the Operation Manual or Health and Safety Regulations can cause damages to the Equipment, property or people. c) Sublet Equipment to the third parties or move Equipment to different location without written consent of the Lessor. d) If the Lessee assigns all or part of the business to creditors or if the Lessee transfers the ownership of an important part of the business to a third party in any other way or changes the character of the conducted activity 3. In case of serious breaches of the Agreement by the Lessee, Lessor has the right, without termination of the Agreement, to stop Lessee from using the Equipment until the reason for the breach is removed. In such a situation, Lessor retains the right to charge the Rental Fee for the period when the Equipment was taken out of use. 4. Lessor shall have the right to terminate the Agreement without notice if the Lessee or any of its subsidiaries or customers or any third party authorized to submit an application for bankruptcy Lessee or any of its subsidiaries or customers with equipment in his possession submits an application for bankruptcy of any of the above entities, or there is a threat of bankruptcy Lessor or any of its subsidiaries or customers with equipment in his possession, within the meaning of the Act of February 28, 2003 - bankruptcy and Reorganization Law (Journal of Laws of 2009, No. 175, item. 1361) or other equivalent legislation. 5. In the event of a breach of the contract by the Lessee, the Lessor has the right to dissolve the agreement at once as well as take the Equipment back from the place of its use. For this purpose, the Lessee will be entitled to enter the area where the truck is currently used. The Lessor will file a fine amounting to 90% of the non-paid installments of the Rental Agreement the day before the agreement dissolution (including the not accomplished Agreement part). The fine is to be paid within 14 days from the day of the Agreement termination. 6. Following situations of the serious noncompliance with the Agreement by the Lessor are described below a) The Lessor will not attempt to the repair of the broken down Equipment during 48hrs from the time when request for service has been received by the Contact-Center (Monday to Friday with an exception of holidays and bank holidays) if parties agreed otherwise in writing. b) In case of a serious breakdown of the Equipment if Lessor fails to deliver Equipment of similar specifications during 4 working days from the day of the attempt to the repair; unless parties agreed otherwise in writing, c) Lessor fails to conduct the regular Maintenance Service according to the Operation Manual despite Lessee requesting it, in the period of time no longer than 3 working days from the day of receiving the request by the Contact-Center. Strona 5 z 6
7. On the termination of the Agreement, Lessor is responsible to collect the Equipment form the place of use. The Equipment shall be collected within 14 days from the termination of the Agreement. Unless the parties agreed otherwise in written form. During the period between the termination of the Agreement and the collection day Lessee is still responsible for the safe storage of the Equipment. 8. The cost of any changes to the Equipment specification requested by the Lessee during the period of Rental Agreement will be met by the Lessee. X. LESSEE RESPONSIBILITY 1. The Lessor shall reimburse the Lessee on the base of pro-rata for the period of time when Equipment was not available to use, if the Lessor will not repair Equipment within 3 working days from the reception of the request by the Contact-Center (Monday - Friday excluding holidays and bank holidays). The above does not apply to specialistic equipment e.g. Radioshuttle, SMV, VNA, or OP trucks. This exhausts any potential claim by the Lessee on any condition. XI. GENERAL PROVISIONS 1. Any changes and amendments to the Rental Agreement and General Terms and Conditions agreed by the Lessor and Lessee should be made in writing and signed by the authorized representatives of both parties. Otherwise, they will be considered invalid. 2. In case where Rental Agreement covers more than one piece of Equipment, for the practical reason it should be understood that Agreement is individual for each piece of Equipment on the same terms. Therefore, in the absence of any specific settlements or any amendments to the Agreement have effect on all pieces of Equipment which are included in the Rental Agreement. 3. Any transfer of the Agreement to the third parties or any alterations to the payments of the issued to the Lessee invoices must be authorized in writing by the Lessor. 4. Rental Agreement is prepared in compliance with the Laws of the Republic of Poland in force on the date of signing the Agreement. The Lessor retains the right to amend Terms and Conditions of the Agreement at any time without concerned of the Lessee if such a change will be required by the change to the Laws of Poland. 5. TMHPL Sp. z.o.o. retains the right to refuse the order without giving any reason within 7 days from delivery of the order in writing to the TMHPL Head-office. 6. The Terms and Conditions are the integral part of every Rental Agreement. 7. Rental Agreement is subject to the Polish Laws and any conflict within the parties which may ensue from it shall be settled by the court of law in Warsaw. Strona 6 z 6