b'General Conditions of Sale of DAF Trucks N.V. 5.Payment conditions 5.1Payment. 1. General, Definitions 3.Specification of the products Unless otherwise agreed in writing, the price for products sold shall be payable immediately upon delivery of 1.1 Application. 3.1Catalogues. the product. The amounts due shall be transferredThese general terms and conditions (hereinafter: GeneralIt is agreed that any information provided by DAF relatingby teletransmission to DAFs bank and Buyer shall be Terms) shall apply to the formation and conclusion of anyto the products and their use, such as weights, dimensions,deemed to have performed his payment obligations when agreement pursuant to which DAF sells vehicles, sparecapacities, performance, prices, colours and otherthe respective sums due have been received by DAFs parts or any other product. These General Terms will, wheredata contained in catalogues, prospectuses, circulars,bank in immediately available funds. Any shortfall in the suitable by analogy, also apply to any agreement by whichadvertisements, illustrations, price lists, written or oralperformance of this obligation shall be a fundamental DAF provides services. representations or presented by prototypes, mock ups orbreach of contract on the part of Buyer. All cost related 1.2 DAF. demonstration models, shall not take effects as terms ofto the method of payment shall be for the account of the the Contract unless this has been expressly agreed in theBuyer.DAF Trucks N.V., based in Eindhoven, The Netherlands. Contract.5.2Advance Payment.1.3 Buyer, Contract. 3.2IPRs. DAF shall, irrespective of any payment terms agreed upon, DAFs contracting party with respect to agreements referred to under 1.1 will in these General Terms be referredAll intellectual property rights in respect of the productsat any time be entitled to require full or partial advance to as the Buyer and the agreement with the Buyer as thesold under the Contract shall vest in DAF. Without DAFspayment of the price for its products or services at a date Contract prior written permission, Buyer shall not reproduce, publishindicated by DAF and to suspend the related production or imitate the products in whole or in part. Buyer may sellor delivery until this advance payment has been received. 1.4 Trade Terms. the products purchased from DAF to third parties onlyWithout further indication, it will be assumed that suchAny references made to trade terms (such as EXW, CIP,under the brand, logo, trade name and specifications underadvance payment refers to the full contract price and etc.) are deemed to be made to the relevant term of thewhich the products were delivered by DAF to Buyer. Buyerthat the advance payment must be received by DAF in Incoterms published by the International Chamber ofmay not change the technical configuration or quality of theimmediate available funds at least 30 days before the Commerce (ICC). products it purchased from DAF, including their labelling,agreed date of delivery or the earliest date of the agreed 1.5 ICC Publications. imprints and instructions. The Contract does not containdelivery period. If DAF has requested the advance payment any transfer of or license to any intellectual property rightsof part of the contract price, the payment conditions of the Any reference made to a publication of the ICC is deemed toor know how relating to the products or the drawings,remaining amount will be determined according to the rules be made to the version current at the date of conclusion ofdocuments or software which may have made available toset forth in this article 5.the Contract.Buyer. 5.3Documentary Credit.1.6 PACCAR.3.3Modifications of the specifications. If parties have agreed on payment by documentary credit, PACCAR Inc., based in Bellevue, Washington, U.S.A.DAF is authorised to modify the specifications or the designthen, unless otherwise agreed, the Buyer must arrange 1.7PACCAR Affiliates.of products ordered and to deliver products in conformityfor a irrevocable documentary credit in favour of DAF on Any legal entity in which PACCAR holds, directly orwith such modified specifications or design, provided thatconditions approved by DAF and confirmed and payable indirectly, at least 50% of the shares or voting rights. the products are designed for the same purpose as theby a bank designated by DAF. This documentary credit 2.Formation of Contracts products ordered and are not essentially different. DAF isshall be subject to the Uniform Customs and Practicealso authorised to modify the specifications or design if, duefor Documentary Credits published by the International 2.1Quotations.to a lack of materials or any other similar cause, it is unableChamber of Commerce and shall be notified to DAF at All quotations, offers and all proposals made by DAFto meet the standard specifications or special specificationsleast 30 days before the agreed date of delivery or at least to conclude a Contract, whether addressed to specificagreed with the Buyer. In the aforementioned cases DAF30 days before the earliest date within the agreed delivery customers or not, can be revoked at any time and are to beshall have duly fulfilled its obligation to deliver conformingperiod, if such a period has been agreed. Unless otherwise considered to be invitations to Buyer to make an offer.products by delivering the products thus modified.agreed, the documentary credit shall be payable at sight 2.2 Order confirmation. and allow partial shipments and transhipments.4.PriceA contract of sale of vehicles to which DAF is a party, will 5.4Documentary Collection.4.1 only be considered to be concluded at the time and toNo price agreed. If the parties have agreed on payment by documentary the extent to which DAF has assented to this contract byIf no price has been agreed, the DAFs list price current atcollection, then, unless otherwise agreed, documents will means of a specified order confirmation or other similarthe time of the conclusion of the Contract shall apply. be tendered against payment (D/P) and the tender will in document containing all the material terms of the contract.4.2 Denomination price. any case be subject to the Uniform Rules for CollectionsWith respect to spare parts and accessories sold by DAF, aUnless otherwise indicated, all prices and amounts agreedpublished by the International Chamber of Commerce.contract of sales shall be concluded by DAFs acceptanceupon between the parties are in Euros.5.5 of an order, which may be in the form of the shipment of theSecurities, Bank Guarantee, Letter of Credit.4.3VAT, Transportation Costs. At DAFs first request, Buyer will provide security, whether goods ordered. Unless otherwise agreed in writing, the price does notor not additional, to secure its payment obligations to DAF. 2.3 Acceptance of DAFs General Terms.include value added tax (VAT) or any taxation due becauseTo the extent parties have agreed that payment is to be All Buyers offers to DAF to enter into a sales agreementof the sale of the product and does not include the cost ofbacked by a irrevocable bank guarantee or a standby letter and all Buyers expressions of acceptance of an offertransportation, packaging, insurance or import or exportof credit, the Buyer is to provide such a guarantee or L/C made by DAF, will be deemed to include Buyers assentformalities. These shall be for the account of Buyer. from a bank and on conditions approved by DAF, issued at to the exclusive application of these General Terms to theleast 30 days before the agreed date of delivery or at least 4.4Later VAT charges.Contract. 30 days before the earliest date within the agreed delivery 2.4Battle of Forms. In the event VAT or similar taxes are levied over the sales ofperiod, The bank guarantee and L/C will be subject to the the products to Buyer although DAF considered this to be a The general terms of Buyer shall not apply to the Contract.transaction over which no VAT or taxes were due (e.g. in theUniform Rules for Demand Guarantees published by the Any standard terms that will be added to or will deviateevent of EU intracommunity delivery), DAF will be entitledInternational Chamber of Commerce or to such Rules of the from these General Terms, will only apply when to charge the VAT and taxes to Buyer in addition to anyUniform Customs and Practice for Documentary Credits a. published by the International Chamber of Commerce, in Buyers offer or acceptance clearly states in writing thatadditional charges and fines, without DAF being obliged to it is conditioned on DAF consenting to the additionalprotest against such VAT , taxes or additional charges andeither case.or deviating standard terms contained or referred to infines. 5.6 Setoff.Buyers offer or expression of acceptance, andAll amounts due under the Contract to be paid by the Buyer 4.5In- and excluded in price.b.DAF unconditionally consented to the application ofto DAF shall be paid in full and without any deduction under the relevant terms in writing. The performance of theThe price indicated in the Contract includes any costs whichwhatever title and Buyer shall not be entitled to assert any Contract by DAF will, in isolation, not be deemed to beare for DAFs account according to the Contract or thesecredit setoff or counterclaim against DAF in order to justify such an acceptance. General Terms. However, should DAF bear any costs which,withholding payment of any such amount in whole or part. 2.5Electronic communications. according to the Contract, are for the Buyers account (e.g.DAF will be entitled to offset amounts due by DAF to the for transportation or insurance under EXW or FCA) such In the event the parties to the Contract have communicatedsums shall not be considered as having been included in theBuyer against amounts due by the Buyer to DAF or any by means of electronic data transfer, the content of theseagreed price and shall be reimbursed to DAF by the Buyer. other PACCARs Affiliates.communications will be evidenced by means of the data5.7 Order of settlement outstanding amounts.stored on DAFs systems. Payments received by DAF from Buyer shall settle the amounts due by Buyers pursuant to the Contract and 46153 TRP Catalogue Reprint Adverts 250x337.indd 19 05/01/2021 14:12'