General terms and conditions Article 13: Boels’s liability 13.1 Boels’s liability is explicitly limited to direct damage to goods and personal injury to the Other Party’s property or persons caused by a demonstrable Defect in an object or by an intentional act or gross negligence on the part of Boels. Boels’s liability is also limited to the amount paid out under the liability insurance that it has taken out in respect of the incident in question. Liability for other damage (including consequential damage) and pecuniary loss, however referred to, including leasing/purchasing a replacement object, loss of turnover and/or profits, losses due to delays and losses due to business interruption is explicitly excluded. 13.2 Under no circumstances will Boels’s liability exceed the Order Amount (with a maximum of the amount equal to one instalment invoice (equal to a lease term of four weeks) in the event of longterm leases), unless and only insofar as a higher amount is paid out on the basis of its insurance in respect of that specific incident. 13.3 Other Party B will indemnify Boels against claims brought by third parties on the ground of damage with, through or in connection with the leased property. 13.4 Any liability will lapse after one year has passed since the date on which the damage occurred. Article 14: Complaints 14.1 At the time at which it takes possession of the leased objects the Other Party will inspect them for externally perceptible Defects and sign the delivery receipt to indicate that it has duly received the articles, in which context the Other Party will indicate on the document in question any Defects that it discovers. The objects will be deemed to have been delivered in good condition and in accordance with the Contract unless and only insofar as the above-mentioned document indicates otherwise 14.2 The Other Party must inform Boels In Writing within 24 hours of delivery regarding any complaints that it has with respect to externally perceptible Defects in the objects that are discovered during the inspection referred to in subsection 1. 14.3 Defects that are not discovered during the above-mentioned inspection and that also could not have been discovered during that inspection must be reported to Boels in the manner indicated in subsection 2 within 48 hours of being discovered by the Other Party. 14.4 In the event that damage within the meaning of Article 13.1 occurs, the Other Party must notify Boels within 48 hours after the damage occurs in the manner indicated in Article 14.2. In the notification of such damage the other party must inform Boels of the expected amount of the damage and must offer Boels an opportunity to carry out a rebuttal assessment within a reasonable term. That reasonable term will be at least two weeks as from the date on which Boels receives the notification of the damage. 14.5 Any right of action on the part of the Other Party against Boels with respect to damage within the meaning of Article 13.1 will lapse if: a. Boels is not informed of the damage and/or the Defects within the terms referred to in subsections 2, 3 and 4 above and/or if Boels is not informed in the manner indicated in those subsections; b. the Other Party does not cooperate with Boels or fails to do so sufficiently with respect to an investigation into the validity of the complaints; c. the Other Party has not set up, handled, used, stored or maintained the objects in the proper manner or has used or handled the objects under circumstances that were not suitable for the objects; d. the Other Party has made repairs and/or changes to the objects or has had repairs or changes made without Boels’s explicit, Written consent to do so; e. the object is put into use after the discovery of a Defect as referred to in subsection 2 or if use of the object is continued after discovery of a Defect as referred to in subsection 3; or f. Boels is not given an opportunity to carry out a rebuttal assessment within the meaning of subsection 4. Article 15: Reservations and cancellations 15.1 It is possible to reserve objects that can be leased from Boels. When the Contract is concluded the parties will consult and determine the time and period to which the reservation relates and subject to which the objects must be made available to the Other Party and will lay them down in the Contract. If the Other Party does not accept the objects that have been reserved at the agreed time and for the agreed period, it will nonetheless be obliged to pay the full amount of the rental. 15.2 Without prejudice to the foregoing provisions, the Other Party may cancel the reservation in respect of the leased property In Writing prior to the time at which the leased property is made available. However, in such cases the Other Party will owe the following fee: - 60% of the net Order Amount if the reservation is cancelled between the 59th and the 30th day before the time at which the objects were to be made available to the Other Party; - 70% of the net Order Amount in the event of cancellation between the 29th and the 10th day before the abovementioned time; and - 80% of the net Order Amount in the event of cancellation after the 10th day before the above-mentioned time. Article 16: Payment 16.1 Unless the parties have agreed otherwise In Writing, the Order Amount must be paid in cash immediately after the leased property has been returned. 16.2 Unless the parties have agreed otherwise In Writing or the invoice indicates otherwise, if an invoice is sent the Order Amount must be paid within 14 days of the invoice date, without any right to a discount or set-off. After 14 days a 2% credit restriction will apply. If the property is leased for a longer period of time having a minimum of four weeks the rental must be paid to Boels in advance in respect of each four-week period. The term for submitting an objection in respect of an invoice will lapse 10 days after the invoice date. The Other Party is not permitted to set off any amount or suspend its performance of its payment obligations without obtaining Boels’s prior written permission to do so. 16.3 All payments must be made at Boels’s place of business or must be transferred to an account to be indicated by Boels. If payment is made by bank or giro transfer, the date on which the amount is credited to Boels’s account will be deemed to be the date of payment. 16.4 If the Other Party fails to make payment within the term stipulated it will be in default without any notice of default being required, in which case the Other Party will owe interest as from the due date until the date of payment in full equal to the statutory interest rate plus 10% annually, calculated on the unpaid amount. That interest will be due and payable immediately, without any further notice being required. All costs related to collecting the amounts invoiced (including any out of court collection costs) will be paid by the Other Party. The out of court collection costs will be equal to a minimum of 15% of the principal amount, with a minimum of EUR 340, all of the foregoing exclusive of turnover tax. This provision also applies if Boels is unable to collect any amount by means of direct debit collection as a result of an insufficient balance or if there is any other hindrance on the side of the Other Party or for its account. 16.5 All payments will be applied first in respect of any collection costs, subsequently to any interest due and finally to the principal amount. If the Other Party has failed to pay more than one invoice any payment will be applied, with due observance of the preceding sentence, first in respect of the oldest invoice, subsequently in respect of the second to last oldest invoice, etc. 16.6 In addition, if the Other Party fails to comply with its obligations under the Contract or fails to do so properly and in a timely manner, Boels will be entitled, cumulatively insofar as possible, to: a. suspend performance of the Contract and/or related Contracts until sufficient security has been given for payment; b. dissolve that Contract and any related contracts in full or in part, with or without judicial intervention, without Boels being obliged to pay any compensation; and c. compensation of the damage that Boels has sustained. 16.7 In the event that the Other Party is granted a provisional or definitive suspension of payments or is declared bankrupt, ceases its operations, is liquidated or is placed in receivership, all Contracts with the Other Party will be dissolved unless Boels informs the Other Party within a reasonable term that it demands compliance with all or part of the Contract(s) in question. In that case Boels will be entitled to suspend performance of the Contract(s) in question, without any notice of default being required, until sufficient security has been given for payment, without prejudice to any other rights that Boels is entitled to enforce. 16.8 In each of the cases referred to in subsections 6 and 7, all of Boels’s claims against the Other Party will be immediately due and payable in full, the customer will be required to immediately return the leased property and Boels will be entitled to gain access to and enter the Other Party’s sites and buildings on order to take possession of the objects in question. All the related costs and damage that Boels sustains as a result will be for the Other Party’s account. Article 17: Force majeure 17.1 If as a result of force majeure Boels is unable to fulfil any obligation towards the Other Party, the fulfilment of that obligation will be suspended for the duration of the situation of force majeure, with a maximum of two months. After those two months have passed either party will be entitled to dissolve the Contract in whole or in part In Writing. 17.2 Boels will not owe the Other Party any compensation if it has been unable to comply with its obligations or has been unable to do so properly and in a timely manner as a result of force majeure. 17.3 Force majeure is taken to mean any circumstance that is outside Boels’s control and that is of such a nature that compliance with the Contract cannot reasonably be expected of Boels. This includes strikes, riots, wars and other disturbances, boycotts, blockades, natural disasters, epidemics, lack of raw materials, impediments and disturbances in transport, extreme weather conditions, fire, machinery breakdown, interruptions in Boels’s operations, problems at suppliers and/or any governmental measures. Article 18: Reservation of rights and security 18.1 The leased property will remain the property of Boels at all times, regardless of the term of the Contract. If the Other Party intentionally appropriates the leased property, that will be deemed to be an act of misappropriation. The Contract will not be extended as a result of the Other Party’s failure to return the leased property on time; however, the Other Party will continue to bear the full risk in that respect. 18.2 The Other Party is not permitted to dispose of, pledge or otherwise encumber the leased property for the benefit of third parties unless Boels has given it permission to do so In Writing. 18.3 The Other Party will immediately inform Boels In Writing if the object is attached or any other claim is made in respect of the object or any part of the object. The Other Party must inform Boels if it is aware of a possible attachment on the object. In addition, the Other Party must inform Boels of the location of the object in question at Boels’s first request. 18.4 In the event that the leased property or any part of the leased property is attached or the Other Party is granted a suspension of payments or is declared bankrupt, the Other Party will immediately inform the bailiff levying the attachment, the administrator or the trustee of Boels’s rights, including its ownership rights. 18.5 If there are good grounds to believe that the Other Party will not strictly comply with its obligations, the Other Party will be required to furnish adequate security immediately at Boels’s first request in the form desired by Boels and to supplement such security by complying with all its obligations. As long as the Other Party has failed to do so, Boels will be entitled to suspend compliance with its obligations. 18.6 If the Other Party has not complied with a request within the meaning of subsection 5 within eight days of receiving a Written demand that it do so, the provisions contained in Article 16.8 will apply accordingly. 18.7 Unless the parties have agreed otherwise In Writing, the Other Party will owe a separate security deposit in respect of each Contract. The amount of the security deposit will be determined in proportion to the lease term indicated and the value of the leased property. If the Other Party wishes to have the Contract extended it will be required to pay a new security deposit not later than the day on which the extension commences. 18.8 If the Other Party fails to pay a security deposit on time, Boels will be entitled to unilaterally terminate the Contract without prejudice to Boels’s right to compensation. 18.9 The Other Party may not consider the security deposit to be an advance payment in respect of the rental due or as an amount intended to buy off any risk of damage, theft or misappropriation of the leased property. However, when the Contract has ended Boels will be entitled to deduct the security deposit from any amounts due by the Other Party. The security deposit will be refunded once it has been determined that the Other Party has complied with all its obligations. Article 19: Insurance and buy-off scheme 19.1 In accordance with Article 11, the Other Party is liable for any and all damage to or disappearance of the leased property during the lease term, regardless of whether it is to blame. The Other Party is obliged to take measures in order to prevent theft of the leased property in view of its obligation to return it; the Other Party will not be released from that obligation even in the event of unforeseeable circumstances or intervention by a third party. 19.2 The Other Party can largely buy off the above-mentioned risk pursuant to the following schemes. It may not be possible to conclude one or both of the following schemes with respect to all objects. In principle the Other Party is required to conclude the buy-off scheme(s) in respect of objects to be leased if it is possible to conclude one or both of those schemes in respect of such objects. Varying agreements may be made in any applicable Contract (including a framework agreement). Nonetheless, the content of the relevant individual Contract will be decisive in respect of whether on or both of the schemes apply. 102
Boels Portable Kitchens NL/FR
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