General rental conditions Metech Sweepers & Scrubbers B.V.

 Article 1 General rental conditions Metech

1.1 These rental conditions form part of every quotation, offer and agreement and related work and services by Metech Sweepers & Scrubbers B.V. (hereinafter referred to as "Metech"), with Metech acting as lessor of one or more of its sweeper and/or scrubber(s) and/or attributes (hereinafter referred to as the "Machine") with all that belongs to it.

1.2 The party to whom Metech provides an offer or makes an offer or with whom Metech enters into an agreement with respect to a Machine is referred to in these Rental Conditions as the "tenant" mentioned.

1.3 The rental agreement between Metech and the Tenant regarding the rental of a Machine is referred to in these rental conditions as the "rental agreement" mentioned.

1.4 Any general terms used by the Tenant, however called, Metech expressly rejects and does not apply to the Lease Agreements, unless these terms of the Tenant have been expressly accepted by Metech in writing.

1.5 Changes to the rental agreement and deviations from these rental conditions are only effective if they have been agreed in writing between Metech and the Tenant.

Article 2 Formation of lease | information | advice

2.1 All verbal or written offers made by or on behalf of Metech to the Tenant are without obligation, unless an offer has been made by Metech in writing with an acceptance period specifically stated in that offer.

2.2 A written or verbal rental application by the Tenant constitutes an offer to enter into an Agreement. The agreement comes into effect in this case by acceptance by Metech on the Tenant's request. The risk of the correct implementation of orders given by telephone rests with the Tenant.

2.3 The Lease Agreement comes into effect in all cases at the moment Metech has made a start on the performance of the Lease Agreement (e.g. by placing the Machine at the Client's disposal).

2.4 The Tenant is obliged to provide all information which Metech, in its opinion, needs in order to make a sound offer or quotation. This also applies to information which the Tenant can or should reasonably know is necessary for Metech to be able to make a sound offer (e.g. information about surface area and material of the substrate). If information provided by the Tenant proves to be incorrect or incomplete, Metech is entitled to adjust the quotation or offer as it would have been if the Tenant had supplied the correct or complete information. Any additional costs are payable by the Tenant to Metech.

2.5 If Metech gives advice to the Tenant (e.g. about the cleaning agents or brushes to be used) then such advice is without obligation and the Tenant cannot derive any rights from it. Metech is not liable towards the Tenant for damage (however called) as a result of such advice. Advice provided by Metech to the Tenant within the framework of the performance of the Lease Agreement is exclusively intended for the Tenant.

Article 3 Rent and payment

3.1 The rent for the Machine agreed with the Tenant includes the unlimited use of the Machine during the term of the lease, unless Metech and the Tenant agree otherwise in writing.

3.2 Premature return of the Machine by the Client does not relieve the Client of the obligation to pay the rent until the end of the agreed rental period, unless Metech and the Client agree otherwise in writing.

3.3 All amounts agreed with the Tenant are exclusive of costs for e.g. transport, user instruction, cleaning materials, personnel and fuel/electricity, or any other tax or levy which may be or become due, unless Metech and the Tenant agree otherwise in writing. Should any of these mentioned costs be due, they shall be for the account of the Tenant and the Tenant shall pay them upon Metech's first request.

3.4 Payment must be made within 30 days after the invoice date (unless another term has been agreed in writing) to the bank account number specified by Metech and without the Tenant being entitled to setoff, discount, deduction or offset. Any disputes between Metech and the Tenant (e.g. a complaint about the Machine) do not entitle the Tenant to suspend its payment obligation.

3.5 If the Tenant has not paid in full within the agreed payment term, the Tenant shall, without notice of default, be in default from the date on which the payment term has expired. The Tenant shall then owe Metech an immediately payable interest on the outstanding invoice amount of 1.5% per calendar month, whereby a part of a month shall be counted as a full month.

3.6 If the Tenant is in default, the Tenant owes the actual costs incurred and to be incurred by Metech in order to achieve collection of the amounts owed by the Tenant. These include internal costs, attorney's fees, bailiff's fees and court costs. As far as the extrajudicial collection costs are concerned, these costs are at least double the amount that follows from the calculation according to the Decree for compensation of extrajudicial collection costs of July 1, 2012 (Bulletin of Acts and Decrees 2012/141).

3.7 Complaints in respect of an invoice from Metech must be notified by the Tenant to Metech in writing at the latest within seven days after the invoice date. After the expiry of this term, the Tenant is deemed to be in agreement with the invoice and the underlying work or services carried out (rental of the Machine).

3.8 If the Rental Agreement is cancelled by the Tenant within two weeks before the agreed commencement, the Tenant owes 30% of the agreed total rental amount to Metech. If the Rental Agreement is cancelled within 48 hours before such commencement, the Tenant continues to owe Metech the full agreed rental amount, unless Metech rents the Machine within the same period to another Tenant for the same rental period and at least the same financial conditions as initially agreed with the Tenant.

Article 4 Making the Machine Available | Use of the Machine  

4.1 The Machine is delivered to the location specified by the Client in writing. This location must be directly and easily accessible to Metech (or a third party engaged by it) and the loading or unloading point must be at a distance of no more than 10 meters from the entrance to premises and on the first floor. For a provision in a place or manner other than as stated above, Metech charges a surcharge, which surcharge the Tenant owes Metech. In principle, delivery takes place between 07:30 and 17:00 on working days.

4.2 If the location specified by the Client is not (properly) accessible and/or no authorized person is present who can provide proper identification upon delivery, Metech has the choice between taking the Machine back and leaving it on location. If Metech chooses to take the Machine back with it, any additional transport and other related costs are owed by the Client to Metech.

4.3 Upon delivery of the Machine, the Machine is deemed to be in good condition, without defects and without damage. If Metech provides a delivery report or other information as part of the lease agreement regarding e.g. the number of running hours or the condition of the Machine, this report or this information has binding evidential value between Metech and the Tenant regarding the status of the Machine (e.g. the number of running hours, the condition of the Machine and any damage or defects).

4.4 When performing the Lease Agreement, Metech is entitled to provide a slightly different or similar machine to the Machine without this entitling the Tenant to suspend, terminate or dissolve (obligations under) the Lease Agreement.

4.5 The effective date of the rental period is not a deadline for Metech; Metech makes every effort to be able to make the Machine available to the Client at the start of the rental period.

4.6 After receipt or delivery of the Machine to the Client, as long as it has not been returned to or taken into receipt by Metech, it is entirely at the Client's expense and risk and any damage will be at the Client's expense.

4.7 The Client will use the Machine with due observance of Metech's user regulations, directions and instructions (including those regarding the cleaning agents to be used and the proper use of the Machine) as a good tenant in a professional manner and for the purpose for which the Machine was made. All damage arising as a result of not and/or not timely and/or not correctly observing these user regulations, directions and instructions and/or the use of the Machine for a purpose other than that for which it was made is for the account of the Tenant.

4.8 Subletting, occupancy, encumbrance, alienation, disassembly or independent repair of the Machine by or on behalf of the Client is not permitted. Use of the Machine by third parties or other acting with the Machine contrary to Metech's interests is not permitted.

4.9 At the end of the lease, the Client must ensure that the Machine is ready to be picked up by or on behalf of Metech at the place of delivery at the commencement of the lease, complete, cleaned and in good and original condition (and free of damage) - except for any usual wear and tear. In principle, transport takes place between 07:30 and 17:00 on working days. If at the end of the Lease Agreement the Tenant does not or cannot make the Machine available to Metech in a timely manner, and this has not been reported in writing by the Tenant to Metech at least 24 hours before the end of the Lease Agreement, all costs incurred by Metech for removal or receipt are for the account of the Tenant.

4.10 After the Machine has been placed at Metech's disposal again, the Machine will be inspected by Metech for any damage and defects. If the Machine is placed back at Metech's disposal in a damaged condition or in breach of other obligations of the Client after or during the Lease Agreement and (repair) work appears to be necessary, the Client owes all costs to be incurred by Metech or third parties to be engaged by Metech plus an amount of € 250 for each day that Metech, as a result of the (repair) work to be carried out, does not have the Machine available for reletting. The Client is obliged to pay these costs to Metech on Metech's first request.

4.11 If the Machine is damaged during the rental period and the damage cannot be repaired in the short term, Metech is entitled to replace the Machine, in whole or in part, with a machine as similar as possible. The Tenant shall at all times continue to owe the rental fee until the end of the rental period, even if the Tenant does not use a replacement sweeper and/or scrubber(s). The Tenant understands that time is involved in finding a replacement machine and Metech is not liable for any damages whatsoever (e.g., the cost of a replacement machine) that the Tenant may suffer during the period that a machine is not available.

4.12 If the Client exceeds the agreed rental period without Metech's written consent and keeps the Machine in its possession without right or title, Metech is entitled to compensation without prior notice of default. This compensation consists of an amount equal to 200% of the agreed rent per day (and with a minimum of €250 per day) for each day that the Client then still keeps the Machine in its possession. In that case, the Client also owes all actual costs which Metech must incur in order to achieve the release of the Machine.

4.13 In the event of loss, alienation, theft, embezzlement or encumbrance of the Machine during the rental period, the Client must compensate the new value of the Machine in accordance with Metech's price list applicable at that time, unless the Client - in the situation of loss or theft or embezzlement - demonstrates that it cannot be blamed for this. The Client remains obliged to fulfill its further payment obligations under the Lease Agreement.

4.14 Major maintenance, periodic inspections and replacement of parts insofar as caused by normal wear and tear to or of the Machine are exclusively carried out by Metech and are at Metech's expense, unless the Tenant or third parties have used the Machine inexpertly and/or contrary to the regulations and instructions and/or the Lease Agreement, or have otherwise acted incorrectly or have not acted as may be expected of a good tenant. In such situation(s), these costs will be at the Tenant's expense.

4.15 The Client is obliged to immediately inform Metech if there are relevant developments or problems with the Machine or the Machine becomes damaged or untraceable. In doing so, the Client will inform Metech in writing of the nature and extent and, where possible, enclose the necessary substantiation (e.g. photos or images).

4.16 The Tenant is obliged to take out proper insurance which provides cover in the event that the Tenant (or its employees or engaged third parties) or third parties cause damage with or to the Machine during the term of the Lease Agreement to property, persons and/or the environment. The Client indemnifies Metech against claims, including those of third parties, in this respect.

Article 5 Termination of the rental agreement.

5.1 If the Tenant fails in any respect to fulfill its obligations or if there is one or more of the situations referred to below, Metech is always entitled to terminate the Lease Agreement prematurely with immediate effect, without the need for a notice of default, and without thereby being obliged to pay any (compensation) to the Tenant:

• the tenant does not timely pay the invoices sent within the payment period;
• movable and/or immovable property of the tenant or the Machine is attached (conservatively);
• the tenant is declared bankrupt or admitted to statutory debt restructuring or is granted suspension of payments or an application is made for one of these situations;
• the tenant decides to dissolve or liquidate its business;
• there is a change of control by tenant (e.g., sale of shares or exit of a partner);
• in Metech's opinion, there are or may be circumstances with the Tenant which involve such an aggravation of its risk and/or may impede the normal settlement of this Agreement and/or may prejudice Metech's interests;
• the Machine is seriously damaged or destroyed;
• personnel of Metech or other auxiliary persons are (or are likely to be) exposed to substances harmful to health or unsafe (working) conditions on the Tenant's premises;
• at the place where the Machine is located and/or used there is such a danger that Metech, in accordance with the safety regulations, is obliged to put the Machine out of operation;
• the maintenance and/or repair costs of the Machine have a significantly more unfavorable course than Metech could reasonably anticipate when entering into the lease;
• tenant acts in violation of one or more obligations under the lease (e.g., by giving the Machine in use to third parties).

5.2 The Tenant is obliged to immediately notify Metech of the circumstances mentioned in 5.1 at the time they occur.

5.3 Interim termination of the Lease Agreement does not affect Metech's other rights against the Tenant. Upon early termination, all claims of Metech against the Tenant become immediately due and payable.

5.4 Upon termination of the Lease, the Client is obliged to carefully preserve the Machine and to prepare it in good condition for Metech to pick it up (or have it picked up). The Client is obliged to give Metech (or third parties to be appointed by Metech) all cooperation necessary to enable Metech to pick up the Machine (or have it picked up), regardless of the location of the Machine.

Article 6 Liability and indemnification

6.1 Metech is only liable for the Tenant's direct loss if that loss is the direct consequence of a failure attributable to Metech in the performance of an obligation incumbent upon it under the Lease Agreement.

6.2 Metech shall in no way be liable for any consequential or indirect damage suffered by the Tenant, such as (but not limited to) stagnation damage, loss of production, loss of profit, fines, environmental damage, transport costs and travel and accommodation costs.

6.3 Metech's liability is in any case limited to compensation for the direct loss of the Tenant which is the direct result of one (related series of) attributable failure(s) of Metech in the performance of the Lease Agreement. This liability for direct loss is limited to the amount paid out by Metech's liability insurer for the case in question, increased by any excess to be borne by Metech.

6.4 If Metech's liability insurer does not proceed to pay or there is no liability insurance, Metech's liability is limited to an amount equal to the rent received from the Tenant in the past six months prior to the event on which the Tenant bases the liability and with a maximum of € 5,000.00, unless there is intent or conscious recklessness on the part of Metech.

6.5 The Tenant indemnifies Metech against claims of third parties connected with or relating to the performance of the lease agreement and the use of the Machine.

6.6 Metech is not liable towards the Tenant and the Tenant indemnifies Metech against claims (i) where the damage is due to intentional/ culpable/accountable acts of the Tenant and/or (ii) if damage arises as a result of injudicious or improper use or careless use of or with respect to the Machine by or on behalf of the Tenant.

Article 7 Force Majeure

7.1 Metech is entitled, without being in default, to suspend its obligations under the lease agreement (including the provision of the Machine), if the non-fulfillment of an obligation under the lease agreement is not for its account under article 6:75 of the Dutch Civil Code and there is a question of force majeure.

7.2 There is in any case a question of force majeure on the part of Metech if, after the Lease Agreement has been entered into, Metech is prevented from fulfilling its obligations under this Agreement or the preparation thereof as a result of war, threat of war, civil war, riots, civil unrest, terrorism, strikes, sit-down strikes, lockouts, fire, environmental and water damage, flooding government measures including import and export measures, epidemics, extreme weather conditions, disruptions in the supply or supply of raw and auxiliary materials, disruptions in the supply of energy and operating supplies, defects to machines and installations, defects to means of transport, transport impediments, and as a result of all other causes which arise through no fault or risk on the part of Metech.

7.3 If a situation of force majeure lasts longer than seven days, both Metech and the Tenant are authorized to unilaterally terminate the Lease Agreement by means of a written statement to the other party for the part of it not yet performed. In that case, Metech is only entitled to compensation for the costs it has reasonably incurred.

7.4 The Tenant cannot claim that a failure is not imputable to it (force majeure) if it concerns the payment obligation of the Tenant to Metech.

Article 8 Joint and several liability

8.1 If Metech lets a Machine to several (legal) persons together, all obligations under the Lease Agreement will be joint and several on the part of the tenants and the tenants are jointly and severally liable to Metech for the whole. Metech may choose who is to perform as joint and several tenant.

8.2 The Tenant can only transfer rights or obligations under the Lease Agreement to a third party with the prior written consent of Metech or have such third party take over the rights or obligations. Metech is entitled to grant the consent only under the (financial) conditions to be set by it. This clause has property law effect within the meaning of article 3:83 of the Dutch Civil Code.

Article 9 Applicable law and disputes

9.1 All agreements between Metech and the Tenant are exclusively governed by Dutch law.

9.2 Any dispute arising from the Lease Agreement or in respect of an offer or quotation, shall in the first instance only be able to be submitted to the judgment of the Dutch court and that is the competent court of the District Court of Gelderland, place of session Arnhem, unless Metech decides to summon the Tenant to appear before another court.

 

Metech Sweepers & Scrubbers B.V.
De Landweer 2
3771 LN, Barneveld
Netherlands
Chamber of Commerce: 81200889 | info@metech.nl