General Rental conditions

Article 1 - Definitions and general provisions

1.1 For the purposes ofthese General Conditions, the following definitions shall apply:

a. Lessor: Z RENTAL SAS

b. Lessee: the (potential) co-signatory of a(potential) rental agreement with the Lessor.

c. Parties: the Lessor and the Lessee, collectively.

d. Equipment: all movable property rented by theLessor to the Lessee, whether or not owned by the Lessor.

e. Week: a period of five consecutive rental days,excluding the weekend (Saturday and Sunday), unless the rental starts on aSaturday or a Sunday.

f. Rental day: any calendar day or part thereof,excluding Saturdays and Sundays. However, if the rental starts on a Saturday,Saturday and Sunday are considered rental days. Public holidays from Monday toFriday inclusive are always considered rental days.

g. In writing: in a paper document, by fax, by e-mail,by EDI, via the Internet or any other electronic medium.

1.2 Oral agreementsbetween the Parties shall only take effect once they have been confirmed inwriting by the Lessor or once a written document (non-exhaustive example: arental agreement) has been signed by or on behalf of the Lessee upon deliveryof the Equipment.

1.3 The Lessor mayrequest proof of identity (driving licence and/or identity card/passport) fromthe Lessee or from the person collecting or taking delivery of the Equipment onbehalf of the Lessee.

Article 2– Scope

2.1 These GeneralConditions apply to all legal relationships between the Lessor and the Lessee.

2.2 The Lessor expresslyrejects the Lessee's general conditions and shall only accept derogations fromthese General Rental Conditions if the Lessor has approved such derogations inwriting.

Article 3– Offer and agreement

3.1 Any offer made bythe Lessor to the Lessee is without commitment.

3.2 Information(including prices) appearing in printed matter, catalogues, brochures or on theInternet does not constitute an offer binding on the Lessor. Such documentsconfer no rights on the Lessee.

3.3 The rental agreementcomes into existence upon the first of the following events:1) thesigning of the rental agreement by or on behalf of the Lessee,2) thewritten confirmation of the order by the Lessee following the offer,3)the signing by the Lessee of the Lessor's offer, or 4) the fulfilment of theconditions of article1.2 of these General Rental Conditions.

Article 4– Rental term

4.1 The rental lasts atleast one rental day, or a multiple of the rental day. Certain Equipment issubject to a minimum rental period.

4.2 The rental periodstarts on the day and at the time the Equipment is made available to theLessee, unless otherwise agreed by the Parties. The rental period ends on theday and at the time the Equipment is returned to the Lessor's depot, unlessotherwise agreed by the Parties. However, if the Lessee asks the Lessor tocollect the Equipment from its site, the rental period shall end on the day ofcollection provided that both of the following conditions are met: the Lesseenotifies the Lessor in writing (fax, e-mail) AND at least 2 days before therequested collection date. Oral requests for collection of the Equipment are deemednull and void; only written requests made in good time are accepted, oralevidence being expressly excluded. Furthermore, if the Lessee asks the Lessorto collect the Equipment from its site without observing the mandatory two-daynotice period, the Lessee shall remain liable not only for payment of the rentuntil the day of actual collection by the Lessor, but also for any damage, lossand theft that may occur until the actual time of collection, even if theactual date of collection by the Lessor is later than the collection daterequested by the Lessee.

4.3 Equipment fittedwith an hour meter is rented to the Lessee for a maximum of eight hours of useper rental day or 40 hours of use per week. If the hour meter reading showsthat the Lessee has used the Equipment for more than 8 hours per rental day ormore than 40 hours per week, the Lessee shall pay, for each additional hour ofuse, a charge equal to 40% of the hourly rate applicable to the rental period.

Article 5– Available Equipment

5.1 Rental rates applyexclusively to Equipment owned by the Lessor and available in stock.

5.2 If the desiredEquipment is not in stock at the Lessor's sites, the Lessor may, if necessary,call upon a third party to supply the Equipment. In such case, the Lessee shallbe bound by the conditions of the third party engaged by the Lessor. The Lesseeshall pay the Lessor a rate to be agreed. The Lessor cannot be held liable fordamage caused by or with Equipment supplied by the third party.

5.3 The Equipment isdelivered by the Lessor in a clean and good working condition.

5.4 The Lesseeacknowledges that the Equipment may belong to a third-party financier, lessorunder a finance lease or company affiliated with the Lessor. The Lesseeexpressly waives any right of retention over the Equipment.

5.5 At the request ofthe owner, the finance lessor or any creditor holding a security interest inthe Equipment, the Equipment must be immediately returned to the Lessor or tothe third party concerned, without the Lessee being able to raise anyobjection, retention or dispute.

Article 6– Transport of the Equipment by the Lessor

6.1 The Lessee bears thecosts and risks of transport, including loading and unloading, unless theEquipment is transported by or on behalf of the Lessor. In the latter case,only the transport costs are payable by the Lessee.

6.2 Where so agreed withthe Lessee, the Lessor shall, for a price to be agreed separately, providetransport to and from the location designated by the Lessee, at ground level,at a point accessible to the means of transport, including loading andunloading, excluding ships or offshore installations.

6.3 The Lessor shallinform the Lessee as accurately as possible of delivery or collection times.The specification of such times confers no rights on the Lessee.

6.4 Partial deliveriesare permitted.

6.5 Transportaccessories not intended for single use (pallets, crates, containers, etc.)remain the property of the Lessor or its carrier, even if the Lessee has paid adeposit for such accessories. These accessories must be returned upon firstrequest. They may not be made available to third parties. If they are notreturned, the Lessee shall owe their replacement value as new, plus a surchargeof 15%.

6.6 The Lessee mustensure that the necessary competent staff are present on the agreed date and atthe agreed time for receipt or return of the Equipment. If the Lessee fails tocomply with this obligation, the Lessor reserves the right to leave with theEquipment or to leave the Equipment on site at the expense and risk of the

Lessee. The resulting costs as well as the additionalcosts of a new delivery or collection shall be borne in full by the Lessee.

6.7 The Lessee mustprovide the Lessor with the exact address of the site where the Equipment willbe used. Any relocation of the Equipment to another site, another country, aship, an offshore installation or a different port area is prohibited withoutthe Lessor's prior written consent.

6.8 The Lesseeguarantees the Lessor free, immediate and permanent access to the Equipment toallow any inspection, maintenance, check or recovery of the Equipment.

6.9 The Lessee is solelyresponsible for the compatibility of the Equipment with the environment of use,in particular ATEX zones, SEVESO sites, offshore installations, refineries,explosive zones or any other zone subject to specific regulations.

6.10 The Lessee shallensure that the Equipment is used in accordance with the environmental, safetyand technical requirements applicable at the operating site.

Article 7– Obligations and rights of the Lessor

7.1 The Lessor maydeliver the Equipment with minor differences from the promised specifications,for example but without limitation: small differences in colour, design, weightor size, other technically and qualitatively equivalent parts or programming,not adversely affecting operation.

7.2 The Lessor shallcarry out preventive and corrective maintenance of the Equipment during therental period. It shall bear the cost of maintenance insofar as the Lesseemakes normal use of the Equipment. Otherwise, maintenance costs shall be borneby the Lessee. Maintenance shall, as far as possible, be carried out on workingdays between 8 a.m. and 4 p.m.

7.3 If the Equipment,used normally, does not function properly, repairs shall be carried out by oron behalf of the Lessor as quickly as possible.

7.4 The Lessor shallmake the necessary operating instructions available to the Lessee upon request.

7.5 The Equipment mustbe returned clean, decontaminated and immediately reusable. In the presence ofhydrocarbons, chemicals, hazardous dust, asbestos or any other contaminatingsubstance, the costs of cleaning, decontamination, specialised transport, downtimeor disposal shall be invoiced in full to the Lessee.

7.6 The Lessor reservesthe right to refuse to take back the Equipment until it has been properlydecontaminated or made safe.

Article 8– Obligations of the Lessee

8.1 The Equipment mayonly be used by the Lessee itself and/or its staff, in the performance of theirduties. The Lessee may not make the rented Equipment available to third partiesor sublet it without the written authorisation of the Lessor, which may besubject to conditions. Furthermore, the Lessee may not assign to a third partythe rights and obligations arising from the rental agreement without the priorwritten authorisation of the Lessor, which may be subject to conditions.

8.2 The Equipment mustbe used in accordance with its intended purpose. In case of doubt or lack ofknowledge regarding the Equipment and/or the content of the operatinginstructions and/or the suitability of the Equipment for the use the Lesseeintends to make of it, the Lessee must first consult the Lessor.

8.3 It is the Lessee'sresponsibility to ensure that the Equipment is used exclusively in compliancewith the legislation, regulations and requirements in force in the relevantsector of activity.

8.4 It is also theLessee's responsibility to ensure that the use of Equipment reserved forpersons with specific skills is prohibited to staff who do not have thoseskills.

8.5 The Lessee mustcarefully read the operating instructions provided by the Lessor, in whateverform, and in particular ensure that the daily maintenance considered normal iscarried out. For diesel-engine equipment, this maintenance includes at least:checking the oil level, the radiator contents and the battery, and forcompressors, draining the condenser. The Lessee must also notify the Lessorwhen periodic maintenance and/or a safety inspection (the relevant informationappears on the maintenance and/or safety label affixed to the Equipment) is dueto be carried out on site. The Lessee shall allow the Lessor to carry out allnecessary operations on the Equipment.

8.6 The Lessee must holdall permits, authorisations and qualifications required to use the Equipment.

8.7 The Lessee shallreturn the Equipment to the Lessor in a clean, good working condition, readyfor immediate use, fair wear and tear excepted. A carrier responsible forcollecting or returning the Equipment on behalf of the Lessor is not authorisedto check the condition of the Equipment on behalf of the Lessor, to count it orto determine the nature of the Equipment. If the Equipment is fitted with adrip tray collecting oil residues and other substances, the Lessee shall emptyand clean this tray before returning the Equipment. The Lessor may charge thecleaning costs to the Lessee.

8.8 Apart from the dailymaintenance referred to in article 8.5, the Lessee may not itself carry out, orhave third parties carry out, any intervention, modification or extension onthe Equipment.

8.9 Where applicable,the Lessee shall itself ensure suitable ambient conditions, in particular thesafety of electrical connections, the supply and discharge of cooling water,the discharge of condensate and any exhaust ducts for ventilation air.

8.10 Assembly,dismantling and installation of the Equipment are carried out by and on behalfof the Lessee, unless otherwise agreed.

8.11 The Lessee bears therisks relating to the Equipment from the start of the rental period until theend of the rental period referred to in article 4.2 of these GeneralConditions.

8.12 At the start of therental period, the Lessee must immediately check that the Equipment is freefrom defects. The Lessee must report any defects without delay, and at thelatest within 24 hours, failing which the Equipment shall be deemed to havebeen delivered in good condition.

8.13 The Lessee mustreport to the Lessor without delay, and at the latest within the following 24hours, any damage, disappearance, loss, theft, destruction, seizure and/oraction by third parties. The Lessee must also indemnify the Lessor against anyclaim that a third party may assert over the rented Equipment.

8.14 If, for any reasonwhatsoever, the Lessee is unable to return or have returned the Equipment tothe Lessor, the Lessee shall pay the Lessor compensation, to be set by theLessor, for the missing Equipment, equal to the replacement value as new of themissing Equipment,plus a surcharge of 15% for administrative and other costs. Furthermore,the rent for the missing Equipment shall remain payable until the time the disappearanceis reported to the Lessor by the Lessee, or until the time the disappearance isascertained by the Lessor upon return of the Equipment.

8.15 Breakdownsaffecting the Equipment must be reported immediately, and in any event within24 hours, to the Lessor's technical department. In the event of a breakdown,the machine concerned shall be repaired on site by the Lessor at the Lessee'sexpense, unless the breakdown is due to normal wear and tear or a defect in theinstallation itself. If the breakdown lasts more than one day, the rent is notpayable, provided that the breakdown was reported in good time and results fromnormal wear and tear or a defect in the installation itself. Work on theinstallation is exclusively reserved for persons designated for that purpose bythe Lessor, with the exception of the daily checks recommended in the operatinginstructions.

Article 9 – Price, invoicingand payment

9.1 The Lessee must paythe Lessor the rent charged in accordance with the most recent price list, regardlessof whether or not all administrative obligations have been fulfilled.

9.2 Rental rates applyexclusively to Equipment rented in Belgium, the Netherlands, France, Germanyand Spain. For other countries, ships and offshore installations, rates andother terms shall be agreed with the Lessee. The Lessor is never liable forcosts and damage resulting from unagreed use of the Equipment in countriesother than those referred to in this article, on ships or on offshoreinstallations.

9.3 The Lessor maychange the agreed price during the rental period if it lasts more than 60calendar days. The Lessor may also change the agreed price if legal provisionsor price-determining factors require it to do so. Within one week ofnotification of the price change, the Lessee must inform the Lessor whether itwill continue the rental at the new rate or terminate the rental.

9.4 Payment of the rentis in principle made in cash upon return of the Equipment by the Lessee. At theLessor's sole discretion, payment may be made upon receipt of an invoice,within the period agreed between the Lessee and the Lessor.

9.5 If the Lessor iswilling to accept that the Lessee pays the rent upon receipt of the invoice,invoicing shall take place at the end of the rental period or every 2 or 4weeks, whichever occurs first. The Lessee must pay the invoice within 30 daysof its date, without deduction or set-off.

9.6 On late payments,the Lessee shall owe, without formal notice, statutory commercial interest fromthe due date, as well as judicial and extrajudicial collection costs, with aminimum of 15% of the amount concerned. Notwithstanding the foregoing, theLessor retains the right to suspend performance of its current obligations ifthe Lessee fails to pay one or more instalments due.

9.7 The Lessor may atany time require the Lessee to provide a deposit or any other form of security.After the end of the rental period, the Lessor shall return the deposit to theLessee, after deducting any unpaid rent and/or compensation and/or costs thatthe Lessor has incurred or must incur to replace the Equipment or restore it tothe condition in which the Lessee received it.

9.8 Unless otherwisestated, all prices are exclusive of VAT, transport, fuel, packaging,consumables and environmental taxes or levies.

9.9 Diesel-engineequipment and/or fuel tanks are delivered full. Consumption is invoiced uponreturn of the Equipment.

9.10 All Equipment witha combustion engine is subject to an environmental levy.

9.11 The Lessor isentitled to set off the Lessee's financial claims against the Lessor againstclaims of the Lessor and/or companies affiliated with the Lessor against theLessee.

Article 10 – Force majeure

10.1 In the event oftemporary force majeure, the Parties may suspend performance of theirobligations for a period set by mutual agreement, not exceeding one month, providedthat the Party affected by the force majeure immediately informs the otherparty of the circumstances giving rise to the force majeure. The parties shallconsult each other on the consequences of the situation. In particular, theymay decide, if the situation lasts more than two months, to terminate theagreement without compensation or indemnity. Permanent force majeure gives riseto an immediate right of termination. Force majeure means circumstances thathinder performance of the agreement and are beyond the control of the Parties,including suppliers and subcontractors, even if such circumstances wereforeseeable at the time the agreement was concluded.

Article 11 – Liability

11.1 The Lessee isliable for any loss suffered by the Lessor in the event of damage to,disappearance, loss, destruction and/or theft of the Equipment and failure toremove residues, occurring or caused during the rental period, excluding damageresulting from normal use or wear and tear, even if such damage only becomes apparentafter the end of the rental period, during inspection by the Lessor. In theevent of disappearance, loss, destruction and/or theft, the Lessee shall owethe replacement price as new, plus a surcharge of 15% for administrative andother costs. In all the cases mentioned (disappearance, loss, destructionand/or theft of the Equipment), the Lessee remains liable to pay the rent untilthe time the incident is reported by the Lessee to the Lessor, or until thetime the incident is ascertained by the Lessor upon return of the Equipment.

11.2 The Lessee isliable for all damage, of whatever nature, occurring during the rental periodin connection with or caused by the Equipment, including but not limited todirect, indirect, material, financial and/or economic damage, as well asconsequential damage. The Lessee indemnifies the Lessor, in the broadest senseof the term, against all claims for compensation for such damage by the Lesseeor third parties.

11.3 If the Lessee failsto comply with these conditions, all costs incurred or to be incurred by theLessor shall be charged to the Lessee, including all judicial and/orextrajudicial costs.

11.4 Fines imposedduring the rental period in connection with the use of the Equipment by or onbehalf of the Lessee must be paid immediately to the Lessor.

11.5 If the Lessor isliable for damage suffered by the Lessee, its liability is limited to theamount of the direct damage and may not exceed the rental price.

11.6 Under nocircumstances may the Lessor be held liable for indirect, intangible,commercial, financial or consequential damage suffered by the Lessee or thirdparties, in particular operating losses, production losses, loss of turnover orloss of contracts.

11.7 Any liability ofthe Lessor is strictly limited to the amount, excluding VAT, invoiced for therental of the Equipment concerned.

Article 12 – Insurance

12.1 Unless expresslyagreed otherwise, the Lessee shall make use of the insurance taken out by theLessor. For this purpose, the Lessee shall pay a surcharge on the total rent.The Lessee must accept an excess (deductible). Before the start of theagreement, the Lessor shall inform the Lessee of the amount of the surcharge,the cover and the excess.

12.2 If the Lessee doesnot take up the option of insuring the Equipment referred to in the previousparagraph, the Lessee must insure the Equipment otherwise and adequately. TheLessee must provide proof thereof to the Lessor upon first request.

12.3 Even whereinsurance is taken out through the Lessor, excesses, exclusions of cover, grossnegligence, non-compliant use, theft without forced entry, faults by theLessee's staff or lack of supervision remain entirely the responsibility of theLessee.

12.4 If the Lesseedeclines the insurance offered by the Lessor, it must provide an insurancecertificate covering at least: theft, machinery breakdown, vandalism, fire,electrical damage, transport and third-party liability.

12.5 The Lessee remainsliable for all damage not covered by insurance or exceeding the limits ofcover.

Article 13 – Cancellation orsuspension of an order already placed

13.1 If the Lesseecancels or suspends an order within the 2 weeks preceding the start of therental period, the Lessor reserves the right to claim compensation of up to 30%of the agreed rent, without prejudice to its right to recover from the Lesseethe costs already incurred in preparing the work, installation, recruitment ofstaff, etc.

13.2 The Lessee mustalso pay in full the costs relating to Equipment supplied to measure or alreadyordered from or rented from third parties, which cannot be returned free ofcharge to the Lessor's supplier.

13.3 If, in the event ofsuspension, the order is nevertheless carried out, payments already made underarticles 13.1 and 13.2 above shall be deducted from the invoice for the entireorder.

Article 14 - Termination

14.1 If the Lessee failsto perform, or fails to perform in good time, any obligation that may arisefrom this agreement concluded with the Lessor, it shall automatically be deemedto be in default, and the Lessor shall be entitled to terminate the agreementwithout further formal notice.

14.2 In the event ofbankruptcy, suspension of payments, cessation of business or liquidation of theLessee's company, the Lessor shall be entitled, immediately and withoutjudicial intervention, to suspend performance of this agreement and of allother agreements between the Lessee and the Lessor, or to demand payment incash, or to terminate all or part of the agreement, at the Lessor's discretion,without the Lessor being required to pay any compensation or guarantee, andwithout prejudice to the Lessor's other rights. In such cases, any claim of theLessor against the Lessee becomes immediately due and payable. The Lesseefurthermore expressly agrees that, in the event of bankruptcy, suspension ofpayments, cessation of business or liquidation of the Lessee's company, theLessor may immediately reclaim and/or remove (or have removed) the Equipmentfrom the Lessee's premises, without the Lessee being able to oppose this in anyway whatsoever.

14.3 All judicial andextrajudicial costs incurred by the Lessor as a result of the Lessee's failureto comply with any obligation under the agreement or these Conditions shall beborne in full by the Lessee.

Article 15 – Governing law andjurisdiction

15.1 This agreement isgoverned by Dutch law.

15.2 In accordance witharticle 25 of Regulation (EU) No 1215/2012 ("Brussels I bis"), anydispute arising out of or relating to this agreement shall be subject to theexclusive jurisdiction of theDistrict Court of Rotterdam(Rechtbank Rotterdam), the Netherlands. The parties waive,to the fullest extent permitted by law, any other jurisdiction that may becompetent.

15.3 If any provision ofthese General Rental Conditions is declared invalid or null and void, the otherprovisions shall remain valid. The parties agree to replace the invalid or nullprovision with a provision whose content and scope correspond as closely aspossible to the provision replaced.