General rental terms and conditions
General rental terms and conditions of the private company with limited liability, BREDENOORD BV, having its registered office in Apeldoorn the Netherlands, registered with the Chamber of Commerce under number 08053082 or any revised version thereof.
ARTICLE 1. DEFINITIONS
In these general terms and conditions the following terms shall mean:
• Lessee: the contract party of BREDENOORD BV;
• Rental period: the period starting from the moment of delivery by or on behalf of Lessor or collecting by or on behalf of Lessee until the moment on which the rented item is collected by or on behalf of Lessor, or has been returned to Lessor by or on behalf of Lessee.
• Agreement: every agreement concluded between Lessee and Lessor, every alteration thereof and addition to it (insofar as accepted in writing by Lessor), as well as all actions in preparation and execution of that agreement;
• Lessor: BREDENOORD BV in Apeldoorn the Netherlands;
• Conditions: these general rental terms and conditions;
ARTICLE 2. APPLICABILITY
2.1 These Conditions apply to each offer, each Agreement to be concluded by Lessor and each Agreement concluded.
2.2 Deviation from these Conditions can only be agreed upon in writing.
2.3 In case of conflict the Agreement prevails over these Conditions.
2.4 Hereby the applicability of the general terms and conditions of Lessee, by whatever name, is explicitly rejected.
ARTICLE 3. CONCLUSION OF AGREEMENT
3.1 Quotations, offers, (price) indications and other statements from Lessor and its representatives and/or employees do not bind Lessor and only serve as an invitation to place an order.
3.2 An Agreement is only concluded if and in so far as Lessor confirms and order from Lessee by means of a written order confirmation, by signing the Agreement or by actual execution of the Agreement by Lessor.
ARTICLE 4. RENTAL RATES; PAYMENT; COLLECTING CHARGES
4.1 The rental rates are in Euros and have been recorded in the order confirmation, excluding VAT and other government levies, fuel, as well as transportation- , service- and maintenance costs.
4.2 During the duration of the Agreement Lessor has the right to revise the rental rates once per calendar year.
4.3 If the rented item is used for more hours per day or week than has been agreed upon, then Lessee has the obligation to immediately inform Lessor thereof and Lessee owes to Lessor the corresponding higher rent.
4.4 Payment of the rent must be done within 14 days after date of invoice by means of a legal tender at the office of Lessor or by means of wire transfer of the amount owed to the bank account of Lessor.
4.5 Lessor is entitled, also during the execution of the Agreement, to demand from Lessee the payment of an advance or the provision of another type of security.
4.6 Payment must be done without deduction or set-off. Lessee is not entitled to postpone any payment obligation towards Lessor.
4.7 After the expiry of 14 days after the date of invoice, without the full payment has taken place, Lessee is in default ipso jure without further notice of default being required. As of the moment of default Lessee owes the Dutch statutory commercial interest over the demandable amount as referred to in article 6:119a of the Dutch Civil Code.
4.8 Costs, both judicial and extrajudicial, made by Lessor in order to enforce specific performance of the obligations of Lessee, are for the account of Lessee. In this matter for the extrajudicial costs applies a minimum of:
- 15% over the first 2.500 Euro of the claim with a minimum of 40 Euro;
- 10% over the next 2.500 Euro of the claim;
- 5% over the next 5000 Euro of the claim;
- 1% over the next 190.000 Euro of the claim;
- 0.5% over the excess of the principal amount with a maximum of 6.775 Euro; without evidence thereto needs to be provided. Aforementioned costs are owed as from the moment on which Lessor demands from Lessee in writing the specific performance of his obligations.
4.9 Payments already done by Lessee always serve firstly as settlement of all interest and costs owed and secondly as settlement of demandable invoices that have been outstanding longest, even if Lessee states that it concerns an invoice of a later date.
4.10 Lessor is entitled to interim invoicing.
4.11 All obligations of Lessee are immediately demandable in case Lessee does not meet his payment obligations in a timely way.
ARTICLE 5. DELIVERY OF RENTED ITEM
5.1 Unless agreed differently, Lessor will deliver the rented item at the location as indicated by Lessee. On delivery the risk is transferred to Lessee. Lessee is obliged to provide good accessibility of the location via a surfaced road and that the location is suitable for delivery and installation of the rented.
5.2 A delivery date provided by Lessor is based on the circumstances applicable at the time of closing the Agreement and, so far as dependent on the performance of Lessee, or third parties, on the information provided to Lessor by Lessee or aforementioned third parties. The delivery date only takes effect after Lessee, or aforementioned third parties have carried out all actions necessary for the execution of the Agreement. The delivery date will be observed by Lessor as much as possible, but is no final deadline.
5.3 If Lessee takes care of the transportation of the rented item himself, then the transportation is for account and risk of Lessee. Lessee will indemnify Lessor against all possible claims from third parties in this respect.
ARTICLE 6. OBLIGATIONS OF LESSEE
6.1 Lessee states to have received the rented item in good condition and to return the rented item to Lessor at the end of the Rental period in the same condition in which he received the rented item at the beginning of the Rental period.
6.2 Lessee is obliged to use the rented item during the Rental period with due care and diligence, in accordance with its intended use and to use it carefully. Under no circumstance shall Lessee exceed the capacity of the ‘rented capacity’.
6.3 Without prior written permission from Lessor, Lessee is not allowed to relet the rented item, to make it available to third parties, to encumber it, to sell it, and to disassemble it/have it disassembled and/or repair it/have it repaired.
6.4 Lessee is not allowed to transport the rented item to another location than agreed location of delivery.
6.5 If third parties wish to establish or execute any right to the rented item or in case of damage to the rented item, or circumstances that can reasonably result in damage, Lessee is obliged to immediately inform Lessor.
6.6 Lessee is liable for all direct damage and indirect damage (such as consequential damage, loss due to delay and loss of profit or turnover) caused by or to the rented item during the Rental period.
6.7 In pursuance of the provisions of paragraph 6 of this article, Lessee, if the rented item is not returned by Lessee in the same condition in which he received the rented item at the beginning of the Rental period, is responsible for all costs incurred by Lessor in this matter (such as costs for repair and cleaning), all this without prejudicing Lessors’ other rights.
6.8 In case of loss, theft, damage or destruction of the rented item during the Rental period, Lessee is obliged to immediately inform Lessor. Lessee is obliged to fully compensate Lessor. In case of loss, theft or destruction of the rented item, Lessee should compensate Lessor for the replacement value of the rented item.
6.9 Any complaints regarding the (way of) observance of Lessor of his contractual obligations, Lessee must immediately, and no later than within 24 hours after the execution of the obligation in question, report this to Lessor in writing.
ARTICLE 7. MAINTENANCE, REPAIRS
7.1 The cost of fuel consumption is for account of the lessee. Daily checks must be performed by the lessee. With regard to the rented generators daily checks shall mean: - at least once per every 24-hour period checking the oil level before starting the engine and, if necessary, after consultation with Lessor’s Service department, filling it up to the upper marking, to this purpose 10W - 40 multi-grade type ACEA E3, E5 oil should be used of a reputable brand, or an equivalent oil type (from one of the major petrol companies that are available in the World);
- checking the coolant level in the radiator in case of water-cooled engines and, if necessary, after consultation with Lessor’s Service department, filling the radiator with coolant up to the required level;
- permanently checking the rented generator for strange noises, leakage or other deviations in compliance with the guidelines as stated on the metal plate attached to the rented generator.
7.2 If the rented item is used as an emergency power provision then specific guideline apply for the maximization of the availability of emergency power. These guideline can be obtained from Lessor’s Service department.
7.3 If, due to defects, the rented item cannot be used, Lessee still is obliged to pay the full rent. This is only different if the defects have been reported to Lessor immediately, yet no later than within 24 hours after discovery of the defect, the rented item is located within a 250 km radius from Apeldoorn and the defects have not been repaired by Lessor; in the latter case, as long as Lessee cannot use the rented item after 24 hours after reporting of the defects to Lessor have passed, the rent will be reduced reasonably proportionally with the impairment of quiet enjoyment under lease. If the item rented by Lessee has been transported more than 250 kilometres from the work location, then all costs for maintenance and repair, including replacement, are for the account of Lessee.
7.4 The costs of maintenance, repairs and replacement due to defective material or a construction defect or due to normal wear and tear or corrosion are for account of Lessor.
7.5 During the Rental period Lessor is entitled to replace a rented generator by an equivalent generator, without Lessee being entitled to termination or damages. Lessee is supposed to extend all cooperation in this matter.
7.6 Unless explicitly agreed upon between Lessor and Lessee, the latter is not allowed to perform any activities on the rented item, other than described above.
ARTICLE 8. LIABILITY OF LESSOR
8.1 Lessor is not liable for indirect damage, such as consequential damage, loss due to delay and loss of profit or turnover.
8.2 The liability of Lessor for damage suffered by Lessee, or third parties, so far as this is covered by his liability insurance, is limited to the amount of the payment paid out by the insurer. In all cases the liability of Lessor is limited to 10.000 Euro.
8.3 Lessee will indemnify Lessor for claims from third parties, either directly or indirectly related to the (use of the) rented item and he will compensate Lessor for all damage that Lessor suffers due to such claims.
8.4 Every liability of Lessor towards Lessee ceases to exist after (2) months after the Agreement is terminated.
8.5 The limitations of liability as included in these Conditions do not apply if the damage is due to intent or gross negligence of Lessor or his managerial staff.
ARTICLE 9. RESCISSION, SUSPENSION AND TERMINATION
9.1 Lessee has the right to terminate the Agreement at all times, in which case Lessor has the right to invoice Lessee for the costs already made. Lessor has the right to terminate the Agreement observing a notice period of at least two (2) months. Considering the aforementioned, the Agreement ends on the date on which the rented item is collected by or on behalf of Lessor, or has been returned to Lessor by or on behalf of Lessee.
9.2 Lessor has the right, if Lessee fails to meet any obligation towards Lessor, or if Lessor may have reasonable suspicion that Lessee will fail to meet any obligation towards Lessor, to suspend the (further) execution of the Agreement by means of a written notification, without Lessor being held to any compensation, without prejudice to his other rights.
9.3 Without prejudice to the provisions of article 9.2, in such cases Lessor has the right to fully or partially terminate the Agreement with immediate effect, without notice of default or judicial intervention, by means of a written notification, without Lessor being held to any compensation, all this without prejudice to his other rights
9.4 In case Lessee:
a. is declared bankrupt, is admitted to the Statutory Debt Management Scheme for natural persons, requests his own bankruptcy or moratorium or admittance to the Statutory Debt Management Scheme for natural persons, assigns his assets, or (part of) his assets are impounded;
b. is placed under guardianship or loses the power of disposal of his assets or parts of it in another way;
c. proceeds to cessation or transfer of his company or parts of it, including the transfer of his company into an existing or yet to be founded company, or to change the objectives of his company;
e. does not, not timely and/or properly meet any of his obligations, imposed on him either by law or on the basis of the Agreement or Conditions, Lessor is entitled to fully or partially terminate the Agreement with immediate effect, without notice of default or judicial intervention, by means of a written notification, without Lessor being held to any compensation, all this without prejudice to his other rights.
9.5 If one or more of the cases as stated under a, b, c and e of paragraph 4 of this article might occur, Lessee is obliged to immediately inform Lessor hereof. Also, in case of a situation as stated under a or b of paragraph 4 of this article, he will inform the curator or administrator that the rented item is the property of Lessor.
ARTICLE 10. FORCE MAJEUR
10.1 Force majeur from the side of Lessor will in any case include each circumstance independent of the will of Lessor – even if such a circumstance already could have been foreseen at the time of the conclusion of the Agreement – that impedes permanently or temporarily the fulfilment of the Agreement, as well as, if not yet already included:
- war, threat of war, terrorist attacks, civil war and uprising;
- work strike, exclusion of workers, transportation difficulties, material shortages, fire and other serious operational breakdown;
- government measures; - problems with the power supply;
- Shortcomings of companies, institutions, persons and/or items brought in by Lessor for the execution of the Agreement.
10.2 During force majeur the obligations of Lessor are suspended for as long as Lessor is directly or indirectly impeded from fulfilling his obligations.
10.3 If the period, during which fulfilment of the obligations by Lessor is impeded by force majeur, exceeds a timeframe of three months, then both parties are entitled to terminate the Agreement, without any obligation to compensate damages arising from this.
10.4 If Lessor, at the commencement of the force majeur has already fulfilled his obligations partially or can only fulfil his obligations partially, he is entitled to invoice separately the part he has already fulfilled or the part that he yet can fulfil and Lessee has the obligation to pay this invoice as if it were a separate Agreement.
ARTICLE 11. DISPUTE SETTLEMENT
Contrary to the legal rules for the competence of the civil court, each conflict between Lessee and Lessor, in case the court is competent, will be settled by the competent court in the Netherlands under which Lessor resides, on the basis of its official place of business (Apeldoorn). However, Lessor remains entitled to bring a dispute before the competent court, as defined by law or the appropriate international treaty.
ARTICLE 12. APPLICABLE LAW
Any offer, quotation, order, the Conditions, the Agreement and their ensuing legal relationship between Lessee and Lessor is exclusively governed by Dutch law.