RENTAL CONDITIONS RAD TORQUE SYSTEMS B.V. Version 06-2013
Article 1 Definition of terms
- These Rental conditions use the following terms and definitions:
a. Lender: RAD TORQUE SYSTEMS BV, a private limited company
b. Renter: all natural or legal persons or limited companies that rent products from the Lender as listed on the rental list
c. Rental agreement: all agreements between the Lender and the Renter related to the rental of products by the Lender to the Renter
Article 2 Length of contract and interim termination of rental agreement
- 2.1 The rental period is at least two days’ rental and starts on the day and hour on which the Lender makes the products available to the Renter, in the event of shipment to the Renter while taking into account a shipping period of one day within the Netherlands. A day’s rental is one calendar day, where partial calendar days are rounded up to a full day. The rental period ends on the day and hour on which the Lender returns or ships the products to the Lender, in the event of shipment to the Lender while taking into account a shipping period of one day within the Netherlands.
- 2.2. For a period of four weeks after the Renter has returned the rented products to the Lender, the Lender has the right to submit complaints to the Renter regarding the returned products.
- 2.3. The Lender has the right to immediately terminate the rental agreement in the following circumstances, without any notice of default or legal intervention and without owing the Renter any compensation:
a. Non-compliance or late compliance with any provision in the rental agreement or these Rental conditions on the part of the Renter;
b. The Renter is subject to a liquidation order or a suspension of payments, or the Renter is subject to debt management if they are a natural person;
c. The Renter’s business is wound up, liquidated, or closed down;
d. A substantial part of the Renter’s assets is subject to attachment in execution;
e. The Lender has valid reason to assume that the Renter will not be or is not capable of fulfilling their obligations arising from the rental agreement entered into with the Lender, adhering to these Rental conditions, or providing sufficient assurances to the Lender that the obligations will be met; In the event of such a termination of the rental agreement, the termination will be immediate and the Renter is obliged to return the rented products to the Lender at the Lender’s first request. If this is not adhered to, the Renter is liable to pay the Lender immediate compensation equal to the new value of the rented products. If the rental agreement is terminated in such circumstances, the Lender will receive sufficient compensation from the Renter to ensure that the Lender suffers no loss. At the minimum, this compensation will be equal to the rental instalments that the Renter agreed to pay upon the continuation of the rental contract in addition to the costs of taking back, storing, and transporting the returned products.
Article 3 The rental amount and payment
- 3.1. The Renter owes the Lender a rental amount (excluding VAT and transport costs) for the rental of the products. The rental amount is determined based on the applicable rates within the Lender’s company at the time the rental agreement is entered into. The Lender has the right to send part invoices over the owed rental amount to the Renter.
- 3.2. Payment must be made within 30 days of the invoice date. If this is not adhered to, the Renter will be in default without the requirement of any further warning or notice of default. If the Renter is in default of the invoice amount or the unpaid part thereof, they then owe the Lender default interest equal to 1.5% per month, calculated over the due date of the invoice until the date on which payment is made. Notwithstanding the Lender’s rights to claim the actual loss, the Renter must also pay to the
Lender the extrajudicial costs that result from collecting the outstanding amounts. The extrajudicial collection costs will be set at 15% of the owed amounts in principal sum.
- 3.3. If the Lender lodges the claim by initiating legal proceedings, including arbitration or binding recommendations, the Renter must reimburse to the Lender the incurred costs for the procedure. This includes costs for lawyers, counsel, and representatives ad litem as well as fees and standing
charges owed to arbiters or arbitrators. The provisions in this article remain in effect, even if the reported costs exceed any costs that the court orders the Renter to pay in accordance with Article 237 and further Articles of the Dutch Code of Civil Procedure.
- 3.4. In the absence of timely payment of any invoice, all outstanding invoices (including those of which the due date has not expired) will be immediately payable.
- 3.5. If the Lender has reason to doubt that the Renter will fulfil their financial obligations, the Lender has the right to request full or partial advance payment from the Renter or to ask the Renter to provide proper security that is acceptable to the Lender.
- 3.6. At the latest, complaints regarding sent invoices must be made known in writing to the Lender by the due date on the said invoices. The Lender is not obliged to deal with any complaints that are sent after the due date has expired.
- 3.7. The Renter is not allowed to offset costs under any circumstances.
Article 4 Delivery, transport, provision, maintenance, and use of products
- 4. Provision of the products by the Lender to the Renter is ex-works. It can be agreed in writing that the Renter is responsible for the transport, assembly, and installation of the rented products, in which case the Renter is also responsible for the risk of storage, loading, transporting, unloading, assembly, and installation of the rented products. The transport costs will be separately invoiced to the Renter on the basis of a subsequent calculation.
- 4.2 The Renter must immediately check the rented products for potential shortcomings or damage after they are provided to the Renter. The Renter must immediately report any shortcomings or damage to the Lender in writing or by e-mail. If the Renter does not do so, the Lender is not obliged to handle any complaints regarding said shortcomings or damage.
- 4.3 The rented products can only be used by the Renter or their employees. Use of the rented products by third parties is only permitted if the Lender has provided written permission to do so.
- 4.4 The Renter must use the products they rent as specified in the user manual provided by the Lender as well as in accordance with the applicable laws and regulations and applicable industry guidelines. The Renter must ensure that the rented products are only used by employees with a specific expertise.
- 4.5 The Renter cannot repair or task another party with the repair of the rented products without the Lender’s written permission.
- 4.6 The Renter is not authorized to sublease the rented products unless the Lender has agreed to this in writing.
- 4.7 The Renter must return the rented products in clean, good, and immediately usable condition in their original packaging (including packaging materials and containers) to the Lender. The Renter, at their own expense and risk, must ensure that the rented products are returned to the Lender. The Lender’s administration is binding at all times regarding the Renter’s obligation to return the rented products.
- 4.8 The Renter must return the packaging materials to the Lender in the same condition in which the Lender provided the packaging materials to the Renter. Failure to do so will result in the costs for cleaning and restoring the packaging materials being invoiced to the Renter. The Renter is responsible for damage to or loss of the packaging materials provided by the Lender.
- 4.9 Employees who come to collect or deliver the rented products on behalf of the Lender are not authorized to check the state of the products, count the number of products, or determine the nature of the products.
Article 5 Risk, insurance, liability
- 5.1 From the start of the rental period, the risk of damage and whole or partial loss (meaning destruction) of the rented products as a result of any cause is at the Renter’s expense until the rented products are returned to the possession of the Lender.
- 5.2 The Renter is in its own name and at its own risk responsible for insuring the rented products and will provide such insurance policy documents and evidence of timely premium payments to the Lender upon request. The Renter will strictly adhere to the provisions of the insurance agreement.
- 5.3 The Renter will immediately report damage to or destruction of the rented products to the Lender. In such cases, the Renter owes the Lender immediately payable compensation equal to the new value of the rented products. The claim that the Renter has with the insurer regarding damaging or destroying the rented products will be pledged by the Renter to the Lender, who will accept this pledge.
- 5.4 Where the liability and the damage are covered by the Lender’s insurance, the Lender is not liable for any direct or indirect damage, including loss of profit, immaterial damage, trading loss, or environmental damage) or damage of any other nature, regardless of how or by who this damage/loss was caused. Where the liability and damage are covered by the Lender’s insurance, the Lender is only obliged to reimburse the damage up to the maximum amount paid out by their insurer.
- 5.5 The Renter indemnifies the Lender against all claims of any nature that third parties may bring against the Lender regarding loss that has been or will be suffered beyond the liability that the Renter can enforce against the Lender.
Article 6 – General provisions
- 6.1 The Renter is not authorized to partially or wholly transfer the rights and obligations resulting from the rental agreement or any ensuing agreements to third parties unless the Lender has agreed to this in writing.
- 6.2 Changes to, supplementary stipulations to, or stipulations deviating from the rental agreement and these Rental conditions are only in force if both parties have agreed them in writing and signed off on them.
- 6.3 If, compared with the moment at which the rental agreement or ensuing agreements were signed, the conditions change to such a degree that adherence to one or more provisions in these Rental conditions cannot be reasonably expected of one of the parties, then the discussions will be held on the interim amendment of the rental agreement.
- 6.4 All acts, legal acts, and activities performed by an officer or employee of the Renter for the purposes of agreeing, executing, or altering the rental agreement between the Lender and the Renter are understood to be performed on the authority of the Renter and commit the Renter. The Renter cannot claim to the Lender that such acts or activities do not constitute representation of or obligations on the Renter.
Article 7 Applicable law and disputes
- 7.1 Dutch law applies to all transactions including these Rental conditions, with the exception of provisions of international treaties including the Vienna Sales Convention, in as far as they do not contain mandatory law.
- 7.2 All disputes between the parties will be brought before the court in Utrecht, notwithstanding the Lender’s right to serve summons on the Renter to appear before such court as is recognized by law or relevant treaty. A dispute is recognized as such when one of the parties to this agreement informs the other party of the dispute in writing.
- 7.3 Where differences exist between these Rental conditions and translations thereof, the Dutch text takes precedence.
Article 8 Effective date
- These Rental conditions enter into effect on 1 June 2013.