General terms and conditions

1. CONTRACTUAL NATURE AND LIABILITY

1.1 OWNERSHIP AND RENTAL CONTRACT

The lessor, owner of the goods covered by this contract, assigns their use and enjoyment in perfect working order to the lessee, who receives them with full conformity, and undertakes to safeguard the lessor's right of ownership, always and in all cases, and not to carry out acts of assignment, transfer or subrogation, except with the prior written consent of the lessor, and any expenses arising as a result of non-compliance with these commitments shall be borne by the lessee.

1.2 REPLACEMENT OF THE MACHINES

The lessor, during the entire duration of the contract, and maintaining the other agreed agreements, reserves the right to replace the leased machines with others of similar characteristics and with sufficient capacity to carry out the agreed work, with the expenses that this replacement generates being at the lessor's expense. If the replacement is at the lessee's request, the expenses arising from the change shall be borne by the lessee.

1.3 CONTRACTUAL LIABILITY

From the moment of delivery, the machines and accessories are beyond the lessor's responsibility, and the lessee assumes all risks for their deterioration, total or partial loss, whatever the cause, including theft, as well as the responsibility for all damages, material and bodily, that may be caused by said machinery or with the same and its accessories, during the term of the contract, given that the leased goods are not under the control of the lessor. The lessee may not make any claim or discount for loss of profit or similar, except in the case of non-fulfilment of the lessor's obligations.

2. ECONOMIC CONDITIONS, OBJECT AND CONTRACTUAL LIFE

2.1 PRICE, COSTS AND TAXES

The rental price and the method of payment are freely accepted by the parties and constitute an indissoluble and unalterable commitment, in accordance with the particular conditions, agreed for a maximum use of eight hours per working day, plus the overtime hours that exceed this number, also at the agreed amount. The transport, loading and unloading costs of the material at the beginning and end of the contract, as well as the agreed insurance, the ITBMS and other national, regional and local taxes, corresponding to all the items listed, will always be at the expense of the lessee and invoiced as separate items. Clients who are not responsible with the agreed payment arrangements will be charged a penalty of 10% per month on the total accumulated debt until the date of final cancellation. Failure to comply with the agreed payment terms entitles the lessor to raise such debt to the Panamanian Credit Association.

2.2. DELIVERY, TRANSFER AND RETURN

The machine which is the object of the contract will be delivered to the lessor by the lessee at the place agreed by the parties, which is indicated in the particular conditions, and may not be moved from the stipulated place, without prior strict authorisation of the lessor, being at the expense and risk of the lessee all the expenses that may arise for this reason. At the end of the lease, the machine, equipment and accessories will be returned to the lessor, in the same conditions in which they were delivered, except for normal wear and tear.

2.3. DURATION AND TERMINATION OF THE CONTRACT

The agreed start and end dates of the contract may only be modified by express agreement between the parties. However, the contract may be terminated unilaterally by either of the parties as a consequence of the non-fulfilment of the obligations specified for the other in the Particular Conditions or in the General Conditions, as well as in the case of suspension of payments or declaration of bankruptcy of one of the parties, guaranteeing, if possible and legally feasible, the obligations contracted and not fulfilled, with the mutual commitment to facilitate the immediate availability of the goods.

3. OBLIGATIONS OF THE LESSEE

3.1. USE

The machines, equipment and accessories hired shall be used solely and exclusively for the purposes for which they have been hired, and in the place of work indicated, in full compliance with the general health and safety regulations in force.

3.2. PROHIBITED USES

It is absolutely forbidden to use the machines to push or tow any other equipment or machinery, as well as to lift any load other than people and their hand tools duly authorised by the manufacturer and the lessor, to exceed or exceed the maximum load capacity and to exceed and supplement the lifting height indicated in the particular conditions and on the machine plates or in the instruction manual.

3.3. PERSONNEL

The lessee shall employ duly trained personnel to operate the machines, knowing the operations related to their operation, maintenance and safety, as well as the manufacturer's and the lessor's instruction manuals, undertaking not to use persons under the influence of alcoholic beverages or narcotics.

3.4. SERVICING

The machines and their accessories shall be serviced at the prescribed intervals, daily or weekly, checking and maintaining the necessary and appropriate elements in accordance with the manufacturer's and hirer's instructions, including the recommended air pressure for tyres, if any. The time spent on these checks shall not give rise to a discount in the rental price.

3.5. MAINTENANCE MATERIALS

All lubricants, oils, greases, fuels, acid, electrolyte, etc., necessary for maintenance and consumed by the normal use of the equipment during the rental period, as well as completing the levels recommended by the manufacturer in the instruction manual, will be at the expense of the lessee.

3.6. TYRES

The Hirer shall repair at his own expense any puncture or breakage of the machine's tyres occurring during its use. The Hirer is also obliged to pay for, replace and replace any tyres damaged by his company's personnel.

3.7. LIMITATION TO REPAIR

With the exception of the checks and maintenance operations mentioned in the three previous paragraphs, the lessee may not repair, replace or modify the rented equipment without the prior written authorisation of the lessor.

3.8. NOTICE OF BREAKDOWNS

The lessee must notify the lessor of any breakdown or malfunction of the rented equipment, immediately ceasing to use the machine if it is foreseeable, possible or probable a risk that involves danger to the safety and health of persons in charge of the machine or who are within its scope of operation. The hirer must notify the rental company immediately of any breakdown or malfunction of the rented equipment. Failure to notify promptly and prolong the period of the machine will not be deducted any unjustified time (hours, day, week).

3.9. INSPECTIONS

The Hirer shall allow the personnel authorised by the Rental Firm, at all reasonable times, to carry out as many inspections or checks as necessary. If the Hirer's unfounded refusal could lead to a danger to the safety of persons or things, this breach of contract will give rise to the early termination of the contract, as provided for in section 2.3 of these General Terms and Conditions.

4. OBLIGATIONS OF THE LESSOR

4.1. REPAIRS

The lessor undertakes to repair, as quickly as possible, the breakdowns notified in due time and form by the lessee, in accordance with section 3.8 of these General Conditions, which occur as an immediate consequence of wear and tear due to the normal use of the leased equipment. In relation to such repairs, as long as they have a duration of less than twenty-four hours, they shall be considered as normal maintenance of the machinery, without the right to any deduction from the price of the lease. If, in the opinion of the lessor, such an operation could exceed this period from the moment of notification of the breakdown, or if it is not advisable to carry it out, he shall replace the damaged equipment, as far as possible, with another of the same capacity and general specifications. The impossibility of momentarily replacing any of the rented elements will not in itself give rise to the termination of the contract, but in this case, the rent will be reduced proportionally for the time taken to replace the damaged element.

4.2. MATERIALS

The lessor shall provide the lessee with all the necessary and convenient maintenance materials for the proper operation of the machines, the cost of which shall be borne by the lessee, in accordance with section 3.5 of these General Conditions.

5. INSURANCE

5.1. HIRER.

The machine that is the object of this rental contract is covered by a civil liability policy taken out by the lessor, the amount and conditions of which are in accordance with the value of the rented material, the duration agreed between the parties and the characteristics of the place where the agreed work is to be carried out.

5.2. HIRER

The lessee must establish, at his own expense, the appropriate insurance for damage to the machine and its accessories and complements, covering all liabilities and risks during the duration of the contract, in accordance with that stipulated in section 1.3 of these General Conditions, with the lessor as beneficiary in the part corresponding to the value of the leased goods, without prejudice to other coverage that may be agreed in the Particular Conditions.

6. JURISDICTION

6.1. For any questions and incidents that may arise from the breach and interpretation of this contract, both parties, expressly waiving any other jurisdiction that may correspond to them, submit to the competence and jurisdiction of the Courts and Tribunals of the Republic of Panama.