These Terms and Conditions consist of a general section (chapter A) and a
special section (Chapters B, C and D)
A.
General Provisions: Article
1 up to 26
B.
Performance of services/work and assembly: Article
27 up to 33
C.
Commissioning of third parties: Article
34 and 35
D.
Lease terms: Article
36 up to 42
Insofar as there is a conflict between the general part of these Terms and
Conditions and the special Rental Provisions, the special Rental Provisions
take precedence.
A. GENERAL PROVISIONS
Article 1: Definitions
In these Terms and Conditions, the following terms shall have the following
meanings, unless explicitly stated otherwise:
1.1 User: one or more of the following private companies with limited
liability: Safety Support B.V., Magazijnplein.nl B.V., Qshop B.V.,
AVM-Waalwijk B.V., Logirent B.V., Begra Magazijninrichting B.V., as users
of the Terms and Conditions.
In the Terms and Conditions: Seller, Lessor, Begra, Contractor, User;
1.2 The Commissioning Party: User's Other Party, Buyer, Lessee, Customer,
the person who orders us to deliver goods or to provide services.
1.3 Agreement: the agreement between the User and the Commissioning Party;
1.4 The work: The total of the activities agreed between the User and the
Commissioning Party and the materials supplied by the User in that
connection.
Article 2: General
2.1 The stipulations of these Terms and Conditions apply to each offer,
quotation and Agreement between the User and the Commissioning Party to
which the User has declared these Terms and Conditions applicable, insofar
as the Parties have not deviated from these Terms and Conditions explicitly
and in writing;
2.2 These Terms and Conditions also apply to all agreements with the User
for the execution of which the User makes use of third-party services;
2.3 The applicability of the Commissioning Party's Terms and Conditions is
explicitly excluded, unless the Parties have agreed otherwise in writing.
If the Parties' Terms and Conditions apply alongside each other, the
stipulations in the User's Terms and Conditions shall prevail if they
conflict with those of the Commissioning Party;
2.4 If one or more stipulations in these Terms and Conditions are null and
void, the other stipulations of these Terms and Conditions will remain
applicable. The User and the Commissioning Party shall then consult in
order to agree on new stipulations to replace the null and void or annulled
stipulations, whereby, if and as far as possible, the purport and intent of
the original stipulation shall be taken into account.
2.5 These Terms and Conditions apply unless the Special Provisions deviate
from the Terms and Conditions.
2.6 The provisions in these Terms and Conditions have not only been made
for the User's benefit, but also for the benefit of all the User's partners
and affiliated companies and all those employed by the User and/or the
User's affiliated companies, all persons engaged in the execution of any
assignment by the User and all persons for whose acts or omissions the User
may be liable.
2.7 Any agreements, undertakings and statements made by the User's
employees shall only be binding if confirmed in writing by the User.
2.8 These Terms and Conditions also apply to future assignments and/or
orders.
Article 3: Offers, quotations and agreements
3.1 All offers, in whatever form, are without obligation, unless the offer
mentions a period for acceptance;
3.2 Agreements to which the User is a party, shall only be deemed to have
been concluded:
a) after both Parties have signed an agreement drawn up for this purpose,
as from the day on which the Agreement is signed,
or;
b) upon receipt and statement of approval of the Commissioning Party's
written acceptance of an offer made by the User;
c) in the absence thereof, by the Commissioning Party handing over relevant
documents, goods, required for the assignment to the user;
3.3 The prices stated in these offers and quotations are in Euros exclusive
of VAT and other government levies, as well as exclusive of postage and any
transport, assembly and packaging costs, unless expressly stated otherwise;
3.4 If the acceptance deviates from the offer in the quotation, the User
will not be bound by it. In this case, the Agreement will not be concluded
in accordance with this deviating acceptance, unless the User indicates
otherwise;
3.5 A composite quotation will not oblige the User to perform part of the
activities included in the offer or quotation for a corresponding part of
the price quoted;
3.6 Offers or quotations do not apply to follow-up assignments;
3.7 If the quotation is not accepted, the User shall be entitled to charge
the Party at whose request it was made for the costs involved in making it,
if this was stipulated before the quotation was issued.
3.8 Assignments are final if they are confirmed in writing (also digitally)
by the Commissioning Party to the Users. The Agreement is also deemed to
have been concluded if conduct of the Commissioning Party and/or User shows
that the Agreement is actually being executed.
3.9 Details stated in catalogues, images, on the website, drawings,
standardisation sheets etc. are not binding, unless they explicitly form
part of the Agreement. We reserve the right to make minor dimensional
differences or changes in construction or components, required for proper
execution.
3.10 Rights to the offer, drawings, specifications, descriptions etc.
provided by the User to the Commissioning Party shall remain with the User.
Even if costs have been charged for these. The copyright on such documents
remains with the User and may therefore not be copied, disclosed, used or
made known to third parties without the User's consent.
3.11 The Commissioning Party cannot derive any rights from advice regarding
the layout of the warehouse, shop, archive etc. given by the User.
3.12 The User is not liable for damages, of any kind, due to the fact that
the User proceeded on the basis of incorrect and/or incomplete information
supplied by the Commissioning Party, unless this incorrectness or
incompleteness should have been known to the User;
3.13 Validity of offers and/or quotations is one month or as long as stocks
last, whichever comes first.
Article 4: Deliveries
4.1 If the Commissioning Party has reserved the right to supply certain
materials and/or the execute certain parts of the work, the Commissioning
Party shall be liable for any failure to supply or execute such materials
on time;
4.2 If it has been agreed that the Agreement will be executed in phases,
the User may suspend execution of those parts belonging to a subsequent
phase, until the Commissioning Party has approved the results of the
preceding phase in writing;
4.3 If the delivery is delayed by factors for which the Commissioning Party
is responsible, the Commissioning Party must compensate the User for any
damage and costs arising from this;
4.4 Agreed delivery dates are always indicative. No rights can therefore be
derived from these.
4.5 The Commissioning Party is responsible towards the User for:
- access to the building, or the site via paved access roads, accessible to
lorries with semi-trailers.
- sufficient opportunity for supply, storage and/or disposal of materials
and equipment;
- adequate safety measures during the performance of the work;
4.6 the Commissioning Party undertakes, without claiming compensation and
at the User's request, to provide storage space for materials and
equipment;
4.7 The Commissioning Party indemnifies the User against any claims from
third parties who suffer damages in connection with the performance of the
Agreement and which are attributable to the Commissioning Party.
4.8 Delivery of materials and other goods will take place at the
Commissioning Party's desired location, unless agreed otherwise;
4.9 The Commissioning Party is obliged to take delivery of goods or at the
moment that the User delivers said goods or has them delivered, or when the
goods are made available to him in accordance with the Agreement;
4.10 If the Commissioning Party refuses to take delivery or fails to
provide information or instructions necessary for delivery, the User will
be entitled to store the goods at the Commissioning Party's expense and
risk;
4.11 If the goods are delivered, the User will be entitled to charge the
Commissioning Party for any delivery costs;
4.12 If the User requires information from the Commissioning Party within
the context of performance of the Agreement, delivery time will commence
after the Commissioning Party has made this information available to the
User;
4.13 If the User has stated a completion or delivery time, this will be
indicative only. A stated completion or delivery time shall therefore never
be a final deadline. If a term is exceeded, the Commissioning Party must
give the User written notice of default;
4.14 If freight paid (franco) delivery has been agreed, this means that
shipping of the delivery will be at the User's expense, with the User
determining the choice of transport. If the delivery address cannot be
reached (properly) due to the absence of paving or a proper hard road, the
User's obligation to deliver shall not extend beyond the normally
accessible place closest to the place of delivery; in the latter case the
User shall be entitled to pass on any additional costs incurred in order to
deliver the goods 'on site'.
4.15 The Commissioning Party is responsible for unloading the goods, unless
agreed otherwise.
4.16 The User may charge the Commissioning Party for any costs related to
the further transport of the goods to their internal destination, based on
working hours spent.
4.17 Quoted or agreed transport prices are based on cost-determining
factors at that time. If during the period between the offer and actual
delivery the cost-determining factors are subject to changes beyond the
User's control, either party is entitled to demand an adjustment of the
agreed price.
4.18 Transport prices in the Netherlands apply to the whole of the
Netherlands with the exception of the Wadden Sea Islands and the
BES islands.
4.19 For companies, return shipments are only permitted after approval of
the User. Any costs incurred for a return shipment, for whatever reason,
shall always be borne by the Client (ordering party), unless agreed
otherwise.
Article 5: Assembly
Delivered materials are or will be not assembled, unless agreed otherwise. Our 'Assembly Terms and Conditions' apply to all assembly work. The Assembly Terms and Conditions can be found under part B of these Terms and Conditions.
Article 6a: Inspection, approval, complaints about the work
6a.1 After delivery has taken place, the Commissioning Party shall inform
the User in writing within eight days whether or not the work has been
approved. In the former case this will include a statement of any minor
defects as referred to in the third Paragraph, and in the latter case there
will be a statement of any defects that are the reason for withholding
approval. If the delivery is approved, the date of approval will be deemed
to be the date on which the delivery has taken place. The delivery shall
also be deemed to have been approved if it is put into use.
6a.2 If the Commissioning Party does not inform in writing within eight
days after the inspection, whether or not the delivery has been approved,
the delivery shall be deemed to have been approved on the first day of
delivery.
6a.3 Minor defects do not constitute grounds for withholding of approval,
provided that they do not impede any commissioning. The User shall remedy
minor defects as soon as possible;
6a.4 With regard to a second inspection after withholding approval, the
above provisions shall apply mutatis mutandis.
6a.5 Any visible defects should be reported to the User in writing within
eight working days of the second inspection.
6a.6 In the event of a complaint pursuant to one of the provisions of this
Article, the Commissioning Party will remain obliged to pay for the
delivery that has been carried out.
6a.7 Usual or unavoidable deviations in colour, quality, size or finish do
not constitute grounds for complaint.
6a.8 In the event of timely and valid complaints, the User, at his own
discretion, may replace or repair the defects of the goods delivered.
Repair also includes, if necessary, reinforcing the construction externally
or adding stability provisions (such as cross bracing) to the construction,
whereby the general design, adjustability etc. will be maintained as much
as possible. The Commissioning Party will give us the opportunity to fulfil
this obligation under normal working conditions. If repair or replacement
is not (or no longer) possible, we may pay compensation to be determined
within reason.
Article 6b: Complaints about delivered goods
6b.1 The Commissioning Party is obliged to examine (or have examined) the
delivered goods at the time of delivery or transfer. In doing so, the Buyer
must examine whether the quality and quantity of the delivered goods
correspond to what was agreed, or at least meets the requirements that
apply to them in normal (commercial) dealings. The Commissioning Party must
inform the User of any complaint immediately. Invisible defects must be
made known by the Commissioning Party to the User within three days after
he becomes aware of them, or reasonably could have become aware of them. If
the Commissioning Party does not make a complaint within the aforementioned
period, all the Commissioning Party's rights in connection with the
complaint will lapse. Complaints will no longer be dealt with after the
aforementioned deadlines.
6b.2 Complaints with regard to a specific shipment do not affect previous
deliveries or other deliveries that are part of the same Agreement.
6b.3 Usual or unavoidable deviations in colour, quality, size or finish, do
not constitute grounds for complaint.
6b.4 If, pursuant to this Article, a complaint is lodged in due time, the
Commissioning Party will remain obliged to take delivery of and pay for the
purchased goods. If the Commissioning Party wishes to return defective
goods, this must be done with the User's prior written permission in the
manner indicated by the User.
6b.5 Complaints concerning delivered goods will not suspend Commissioning
Party's payment obligations.
Article 7: Samples and models
7.1 If a sample, model or illustration has been shown or provided to the
Commissioning Party, it will be presumed to have been shown only as an
indication without the good having to correspond to it, unless it has been
explicitly agreed that the good will correspond to it.
7.2 If the surface area or other measurements and indications are mentioned
in the Agreement this is also assumed to be intended only as an indication,
unless these are necessary for the execution of the work.
Article 8: Reimbursements, price and costs
8.1 If the User has agreed a fixed price with the Commissioning Party, the
User shall nevertheless be entitled to increase the price in cases as
specified below;
8.2 If no fixed price has been agreed, the price will be determined on the
basis of hours or parts of hours actually worked. The price will be
calculated according to the User's usual hourly rates, applicable to the
period in which the work is carried out, unless a different hourly rate has
been agreed upon;
8.3 The User may pass on price increases, if between the time of the offer
or quotation and the delivery of the Agreement price changes of more than
5% or € 5,000.-- have occurred concerning, for example, Social Security
Charges, turnover tax, exchange rates, wages, raw materials, semi-finished
goods or packaging materials.
8.4 The Commissioning Party has the option of ordering to special orders
outside the User's product range. Special orders are subject to deviating
prices and/or terms of delivery, which must be agreed upon in writing. If a
special order has been executed correctly, these goods will never be taken
back by the User. Uncollected goods are stored at the Commissioning Party's
expense and risk.
9.1 If, during the performance of the Agreement, it becomes apparent that
for a proper performance of the Agreement it is necessary to amend and/or
to supplement the work to be carried out and/or deliveries to be made, the
Parties will, in a timely manner and by mutual agreement, amend the
Agreement accordingly;
9.2 If the Parties amend and/or supplement the Agreement, this may affect
the completion time of the performance. The User will inform the
Commissioning Party of this as soon as possible;
9.3 If the amendment and/or addition to the Agreement has financial and/or
qualitative consequences, the User will inform the Commissioning Party of
this in advance;
9.4 If the User has to make new drawings, calculations, models etc. for an
amendment to the Agreement, the User shall charge the Commissioning Party
the costs involved;
9.5 If a fixed price has been agreed, the User shall indicate the extent to
which the amendment or addition of the Agreement will result in the fixed
price being exceeded. An exceeding of the agreed price shall be considered
to be additional work;
9.6 Offsetting of contract variations shall take place:
a. In the event of amendment to the Agreement or to the conditions of
execution;
b. In the event of deviations from the amounts of the provisional sums;
c. In the event of deviations from deductible quantities.
9.7 Provisional sums are amounts specified in the Agreement that are
included in the contract price and are intended for either: - the purchase
of building materials and/or materials, either - the purchase of building
materials and the processing thereof, or - carrying out work, that has been
insufficiently precisely defined on the day of the Agreement and which has
to be specified by the Commissioning Party. With regard to each provisional
sum, the Agreement shall specify to which it relates.
Article 10: Payment
10.1 The agreed or quoted price is exclusive of 21% turnover tax and
packaging, and exclusive of any other levies, as well as costs to be
incurred within the context of the Agreement, including shipping and
administration costs, unless agreed otherwise in writing.
10.2 All deliveries must be made in cash or in advance, unless agreed
otherwise in writing. Objections to the amount of the invoices do not
suspend payment obligation;
10.3 If the Commissioning Party fails to make payment within the agreed
period, the Commissioning Party shall be in default by operation of law. In
that event, the Commissioning Party shall owe an interest of 1% per month
or part thereof, unless the statutory interest or the statutory commercial
interest evidently exceeds this, in which case the highest interest
applies. The interest on the amount due and payable will be calculated from
the moment the Commissioning Party is in default until the moment the
moment payment is made in full;
10.4 The User is entitled to charge advance payments;
10.5 In the event of the Commissioning Party's liquidation, (filing for)
bankruptcy, admission to debt restructuring under the Dutch Natural Persons
Debt Rescheduling Act (Wet Schuldsanering Natuurlijke Personen), seizure or
(provisional) suspension of payments, the User's claims against the
Commissioning Party will become immediately due and payable;
10.6 Payments first serve to reduce costs, then to reduce accrued interest
and finally to reduce the principal sum and the accrued interest.
10.7 The Commissioning Party is not entitled to refuse or suspend his
payment obligation in any way whatsoever based on alleged defects or faulty
delivery.
11.1 All materials and other items, drawings, sketches, films, software,
electronic files (not exhaustive) provided by the User, whether processed
or unprocessed, remain the User's property until the Commissioning Party
has fulfilled all obligations arising from all agreements concluded with
the User;
11.2 The Commissioning Party is not authorised to sell, to pledge or
encumber in any other way the goods that are subject to retention of title;
11.3 In the event of third parties seizing goods supplied, subject to
retention of title or seeking to establish or enforce rights to them, the
Commissioning Party is obliged to inform the User of this as soon as
possible;
11.4 The Commissioning Party is obliged to insure, and keep insured, the
goods supplied subject to retention of title against fire, explosion and
water damage as well as against theft, and to make this insurance policy
available for inspection on first request;
11.5 In the event that the User wishes to exercise his property rights
referred to in this Article, the Commissioning Party hereby gives
unconditional and irrevocable permission to the User or third parties
designated by the User to enter all those places where the User's property
is located and to take back those goods. All costs involved in taking back
those goods shall be settled if a down payment has already been made and/or
charged to the Commissioning Party separately.
11.6 Goods delivered by the User, which are subject to retention of title
pursuant to the provisions of Paragraph 1 of this Article, may only be sold
on as part of normal business activities (as long as the User has not
informed the Commissioning Party in writing that he wishes to exercise his
rights arising from the retention of title), and may never be used as a
means of payment.
11.7 Insofar as the User still has other claims on the Commissioning Party
than those indicated under Article 11.1 and the User has provided the
Commissioning Party with goods not subject to retention of title, the
Commissioning Party must establish a non-possessory pledge on those goods
for the benefit of the User as security for compliance with his obligations
towards the User. Furthermore, the Commissioning Party must guarantee that
he is authorised to pledge such goods and that the goods are not subject to
any other pledge and/or limited rights. The Commissioning Party must also
insure the goods at invoice value and provide copies of the policy(-ies)
upon request. Insofar as not already formed by operation of law, the
Commissioning Party establishes an undisclosed pledge for the benefit of
the User on claims relating to this matter against the Commissioning
Party's insurer.
12.1 If the Commissioning Party is in default or breach of contract in
complying with his obligations (in a timely manner), all reasonable costs
incurred in obtaining satisfaction out of court shall be borne by the
Commissioning Party. In any event, the Commissioning Party shall owe
collection charges in the event of a monetary claim.
The extrajudicial costs will be calculated on the basis of what is
customary in Dutch collection practice, currently the calculation method
according to the Netherlands Extrajudicial Collection Costs Decree (Besluit
vergoeding voor buitengerechtelijke incassokosten) with a minimum of €
500,00;
12.2 If the User has incurred higher costs, which were reasonably
necessary, these will also qualify for compensation;
12.3 Any reasonable judicial and execution costs will also be charged to
the Commissioning Party.
Article 13: Warranty
13.1 The User applies a warranty period of three months, unless agreed
otherwise in writing.
13.2 If the goods and materials to be delivered do not comply with these
warranties, the User shall, at the User's discretion, replace or see to the
repair of the goods within a reasonable period of time following receipt of
a written notification regarding the defect from the Commissioning Party;
13.3 The aforementioned warranty applies only to material and manufacturing
defects and does not apply if the defect has arisen as a result of
injudicious or improper use or if the user instructions have not been
followed or if, without the User's written permission, the Commissioning
Party or third parties have made changes or tried to make changes to the
good or have used it for purposes for which it is not intended;
13.4 If the User has given a warranty on a good produced by a third party,
this warranty will be limited to the warranty given by that third party;
13.5 Warranty is only given on materials provided, but not on wages or
hours; this shall be borne by the Commissioning Party;
13.6 Warranty for the work carried out will only apply if the Parties have
expressly agreed to this in writing.
13.7 If the Commissioning Party fails to perform his obligations arising
from the Agreements concluded between the Parties, he cannot invoke this
warranty provision.
Article 14: Transfer of risk
The risk of loss or damage to the materials, raw materials and other goods supplied shall transfer to the Commissioning Party at the moment when these goods are legally and/or actually delivered to the Commissioning Party and therefore fall under the control of the Commissioning Party or of a third party appointed by the Commissioning Party.
Article 15: Suspension and termination
15.1 The User is authorised to suspend the fulfilment of his obligations or
to terminate the Agreement, if:
- the Commissioning Party fails to comply with the obligations under the
Agreement, or does not do so in a timely manner or in full;
- after the Agreement has been concluded, the User learns of circumstances
giving good grounds to fear that the Commissioning Party will not fulfil
his obligations or will not do so in a timely manner or in full. In the
event that there are good grounds for fearing that the Commissioning Party
will only partially or improperly fulfil his obligations, suspension will
only be permitted in so far as this is justified by the shortcoming;
- the Commissioning Party was requested to provide security for the
fulfilment of his obligations under the Agreement when it was concluded,
and this security is not provided or is insufficient. As soon as security
has been provided, the right to suspend performance will expire, unless
this has caused the performance to be unreasonably delayed;
15.2 Furthermore, the User shall be authorised to dissolve the Agreement or
have it dissolved if circumstances arise which are of such a nature that
performance of the Agreement cannot possibly be required or can no longer
be required in accordance with the requirements of reasonableness and
fairness, or if other circumstances arise which are of such a nature that
the unaltered maintenance of the Agreement can no longer reasonably be
expected;
15.3 If the Agreement is dissolved, the User's claims against the
Commissioning Party will become immediately due and payable. If the User
suspends the performance of his obligations, he shall retain his claims
pursuant to the Law and the Agreement;
15.4 The User retains the right to claim damages at all times.
Article 16: Cancellation
16.1 If after an Agreement has been concluded, the Commissioning Party
wishes to cancel the Agreement, the full order price (including VAT) will
be charged as a cancellation fee.
16.2 Cancellation must be done by registered letter;
16.3 If, upon cancellation, the Commissioning Party refuses to take
delivery of the goods already purchased by the User, such as materials and
raw materials, whether processed or not, the Commissioning Party shall be
obliged to pay the User all costs arising from this.
Article 17: Liability
17.1. If the User should be liable, this liability is limited to what has
been arranged in this stipulation, and if the goods supplied by the User
are defective, the User's liability towards the Commissioning Party is
limited to what has been arranged in these Terms and Conditions under
'Warranty'.
17.2. If the User is liable for direct damage, such liability shall be
limited up to a maximum of the claim amount, or at least that part of the
assignment to which the liability relates. The liability is limited at all
times to the maximum amount to be paid by the User's insurer, to be
increased by the User's excess.
17.3. Notwithstanding the provisions of Paragraph 2 of this Article, in the
event of an assignment with a duration of more than six months, liability
shall continue to be limited to the part of the fee payable for the last
six months, with the proviso that liability shall be limited in this case
at all times to the maximum amount to be paid by the User's insurer, to be
increased by the User's excess.
17.4. Direct damage is solely understood to be:
- the reasonable costs incurred to determine the cause and scope of the
damage, insofar as said determination relates to damage within the meaning
of these Terms and Conditions;
- any reasonable costs incurred to make the User's deficient performance
fulfil the Agreement, unless these cannot be attributed to the User;
- reasonable costs incurred to prevent or mitigate the damage, to the
extent that the Commissioning Party can demonstrate that these costs have
resulted in the limitation of direct damage as referred to in these Terms
and Conditions.
17.5. The User is never liable for indirect damage, including loss of
business, business interruption, loss of data or reduction or consequential
damage from whatever cause, including reputational damage, loss of
turnover, loss of earnings and delays in the production and/or delivery
time of goods and services.
17.6. The limitations of liability for direct damage included in these
Terms and Conditions shall not apply if the damage can be attributed to
intent or gross negligence on the part of the User or his subordinates.
17.7. The User is not liable if, during the use of the goods delivered by
the User, the Commissioning Party did not follow the user instructions
and/or guidelines related to load capacity, if the delivered goods were/are
used for other than the normal purposes, or were handled, used or stored by
Commissioning Party in an incompetent manner.
17.8. The Commissioning Party is responsible for the constructions and
working methods prescribed by him or on his behalf, as well as for the
orders and instructions given by him or on his behalf;
17.9 If building materials or equipment, made available by the
Commissioning Party or prescribed by the Commissioning Party should have
any defects, the Commissioning Party will be liable for any damage caused
as a result;
17.10 The Commissioning Party is liable for any damages to the work caused
by him, or by work carried out on behalf of the Commissioning Party or by
third parties;
17.11 The User is not liable for damages for whatever reason, caused by his
employees or by third parties engaged by the Buyer to the Buyer or third
parties of the Buyer;
17.12 The Commissioning Party indemnifies the User against any damage in
connection with the Commissioning Party's failure to use, or incorrect use
of, the standards prescribed for the Commissioning Party and corresponding
load capacities as stated on '
welk draagvermogen is voor mij van toepassing' (in dutch). The Commissioning Party bears full responsibility in this respect.
17.13 The Commissioning Party is required to obtain an environmental permit
obligation if at least one of the following scenarios occurs:
a. the Commissioning Party decides to install a mezzanine.
b. the Commissioning Party decides to install a warehouse rack higher than
8.5 metres.
c. the Commissioning Party decides to install a mezzanine supported by warehouse racking.
17.14 If the Commissioning Party is required to obtain an environmental
permit obligation, the Commissioning Party must be in possession of the
environmental permit prior to the assembly work. To apply for an
environmental permit, please contact the Service counter for an all-in-one
physical aspects permit (Omgevingsloket) (www.omgevingsloket.nl), set up by
the central government or at your local council.
17.15 The User is not responsible for obtaining any necessary permits
within in the scope of legislation and regulations. The Commissioning Party
can therefore not hold the User liable if the Commissioning Party does not
apply for and/or obtain the necessary permits.
17.16 The Commissioning Party is obliged to insure himself properly for the
risks of product liability and to stay insured if the Commissioning Party
resells the products supplied by the User. On request, the Commissioning
Party must provide the User with a copy of the policy.
17.17. Notwithstanding Article 17.7 and 17.12,
this Article applies to the purchase of used warehouse racking. For the purchase of used warehouse racking, the
User will issue an estimated load capacity. The Commissioning Party carries full responsibility for the load capacity and/or the estimated
carrying capacity is correct. The Commissioning Party shall indemnify the User completely for any damages.
17.18 If the User carries out an inspection on behalf of the Commissioning Party, this must at all times be regarded as a subjective snapshot to the best of its knowledge and ability. The User's inspector advises the Commissioning Party. The Commissioning Party remains ultimately responsible and is liable for the safety level of the relevant warehouse.
17.19 User and/or employees engaged by it are in no way liable for improper and/or incompetent use.
17.20 The Commissioning Party is obliged to have an expert inspection carried out at least once a year (in accordance with the current EN 15635 rigid steel storage systems - use and maintenance of storage racks). Any damage may give rise to multiple inspections. The Commissioning Party indemnifies the User against any damage resulting from non-compliance with this obligation. Any damage is at all times entirely for the account and risk of the Commissioning Party.
17.21 The Commissioning Party remains fully responsible at all times for complying with the instructions.
18.1 The Parties are not obliged to comply with any obligation, if they are
hindered from doing so as a result of a circumstance that is not due to
gross negligence or intent on the part of the Party that invokes it, nor
comes to their expense pursuant to the law, a legal act or generally
accepted views;
18.2 Force majeure is, in these Terms and Conditions, understood to be, in
addition to which is thus understood in law and jurisprudence, all external
causes, foreseen or unforeseen, on which the User can exercise no
influence, but because of which the User is unable to fulfil his
obligations. This includes strikes in the User's business, frost, illness
and direct and indirect consequences of a pandemic and/or epidemic;
18.3 The User also has the right to invoke force majeure, if the
circumstance that hinders (further) compliance occurs after the User should
have fulfilled his obligation;
18.4 The Parties may suspend their obligations under the Agreement during
the period of force majeure. If this period lasts longer than two months,
either party shall be entitled to terminate the Agreement without any
obligation to pay damages to the Other Party;
18.5 In as far as the User, at the time of the occurrence of force majeure,
has partly fulfilled his obligations under the Agreement or will be able to
fulfil them, and the part already fulfilled or to be fulfilled is of
independent value, the User will be entitled to invoice the part already
fulfilled or to be fulfilled separately. The Commissioning Party is obliged
to pay this invoice as if it were a separate agreement.
19.1 Notwithstanding the provisions of these Terms and Conditions, the User
reserves the rights and authorities vested in the User based on the
Copyright act and intellectual property law;
19.2 The Commissioning Party is not allowed to make any changes to the work
or the good, unless the nature of the delivered goods dictates otherwise or
it has been agreed otherwise in writing;
19.3 Any designs, sketches, brochures, drawings, samples and models
produced by the User within the context of the Agreement will remain the
User's property, regardless of whether they have been made available to the
Commissioning Party or to third parties, unless agreed otherwise. These may
not be copied, made public or brought to the notice of third parties by the
Commissioning Party without the User's prior consent, unless the contrary
ensues from the nature of the documents supplied;
19.4 Any documents provided by the User, such as designs, sketches,
drawings, films, software, (electronic) files etc., are intended solely for
the Buyer's use and may not be reproduced, made public or brought to the
notice of third parties without the User's prior consent, unless the
contrary ensues from the nature of the documents supplied.
19.5
The User reserves the right to use any knowledge gained as a result of the
execution of the work for other purposes, insofar as no confidential
information is brought to the attention of third parties in the process.
Article 20 Indemnities
20.1 The Commissioning Party shall indemnify the User against third-party
claims with regard to intellectual property rights on materials or data
provided by the Commissioning Party, which are used in the performance of
the Agreement.
20.2 If the Commissioning Party provides the User with data carriers,
electronic files or software etc. the former guarantees that the data
carriers, electronic files or software are free of viruses and defects.
Article 21: Confidentiality, privacy and personal data
21.1 Both parties are bound to confidentiality of all confidential
information they have obtained within in the scope of their Agreement, from
each other or from another source. Information is deemed to be confidential
if a Party has indicated this or if this follows from the nature of the
information;
21.2 If, based on a legal provision or a judicial statement, the User is
required to disclose confidential information to third parties designated
by the Law or the competent court and the User cannot rely on a right to
refuse to give evidence or a right to refuse to give evidence permitted by
law or the competent court, the User shall not be required to pay
compensation or indemnification and the Commissioning Party shall not be
entitled to terminate the Agreement on the grounds of any damage suffered
as a result.
21.3 The Parties reciprocally undertake to act in accordance with the
legislation regarding the protection of data. The Parties shall act in
accordance with the Policy rules for reporting data breaches of the Dutch
Data Protection Authority, the GDPR and the Dutch GDPR Implementation Act
to determine whether there is a data breach.
21.4 The User is not liable for fines or claims if the Commissioning Party
fails to comply with the obligations under the legislation and regulations
regarding the protection of data.
22.1 The User is entitled, at his own discretion, to demand sufficient
security for the compliance of the Commissioning Party with his
obligations, if the User has reason to fear that the Commissioning Party
will not comply with said obligations. If the Commissioning Party remains
in default of the requested advance payment or collateral, the User's
obligation under the Agreement will expire, without prejudice to the User's
right to compensation of damages, costs and interest by the Commissioning
Party.
22.2 If the Commissioning Party does not meet the collateral within the
period set by the User, the Commissioning Party is in default. In that
case, the User is entitled to terminate the Agreement and recover the
damages from the Commissioning Party.
22.3. The User has a lien on all goods that the User will receive or has in
his possession for whatever reason and on all claims that the User may have
or has on the Commissioning Party towards anyone who demands issuance of
those goods.
22.4. The Commissioning Party is obliged upon the User's first request to
cooperate to establish a right of superficies by the User or to establish a
mortgage right.
Article 23: Disputes
The court in the User's place of business has exclusive jurisdiction to
hear disputes. Nevertheless, the User has the right to submit the dispute
to a court which has jurisdiction according to the Law or to an Arbitration
Board.
Article 24: Applicable law
Dutch law shall apply to any agreement between the User and a Commissioning Party or a contractor. The CISG is expressly excluded.
Article 25: Changes and location of the Terms and Conditions
These conditions are filed at the offices of the Chamber of Commerce
B. Execution of the work/services and assembly work
Article 26: Performance of the Agreement
26.1 The User shall perform the Agreement to the best of his knowledge and
ability and in accordance with the requirements of good craftsmanship. All
this based on the current state of knowledge.
26.2 If and in so far as required for a proper performance of the
Agreement, the User has the right to have certain work carried out by third
parties.
26.3 The Commissioning Party shall ensure that the User is provided with
all data which the User indicates to be necessary or which the
Commissioning Party should reasonably understand that to be necessary for
the performance of the Agreement in a timely manner. If the data required
for the performance of the Agreement has not been provided to the User in a
timely manner, the User has the right to suspend the performance of the
Agreement and/or to charge the Commissioning Party the additional costs
resulting from the delay at his usual rates.
26.4 The User is not liable for damages of any kind resulting from the fact
that the User has relied on incorrect and/or incomplete data provided by
the Commissioning Party, unless the User should have been aware of this
incorrectness or incompleteness.
26.5 If it has been agreed that the Agreement will be performed in phases,
the User may suspend performance of those parts forming part of a
subsequent phase until the Buyer has approved the results of the preceding
phase in writing.
26.6 In the event that work is carried out by the User or by third parties
engaged by the User at the Commissioning Party's premises or in a location
appointed by the Commissioning Party, the Commissioning Party shall provide
the employees with the facilities they may reasonably require, free of
charge.
26.7 The Commissioning Party shall indemnify the User against any
third-party claims that may arise and that may be attributable to the
Commissioning Party and that may incur damage in connection with the
performance of the Agreement.
Article 27: Return of goods made available
27.1 If the User has made goods available to the Commissioning Party during
the performance of the Agreement, the Commissioning Party will be obliged
to return the goods supplied to them in their original condition, free of
defects and in their entirety, within 14 days. In the event that the
Commissioning Party fails to fulfil this obligation, all ensuing costs
shall be payable by him.
27.2 If the Commissioning Party, for whatever reason, still fails to comply
with the obligation referred to under .1 and after being warned to do so,
the User has the right to recover the resulting damage and costs, including
the costs of replacement, from the Commissioning Party.
Article 28: Administrative obligations
28.1 If a building permit is required, the Buyer/Commissioning Party will
be responsible for the timely availability of said building permit.
28.2 The Commissioning Party will make all relevant information available
that is necessary for the preparation of an OHS plan/H&S plan in a
timely manner.
28.3 The Commissioning Party will make all relevant company-specific
regulations available in a timely manner.
28.4 The Commissioning Party shall indemnify the User against any damage
arising from the failure to obtain the correct information and/or permits
in a timely manner.
Article 30: Supply of goods to be assembled
30.1 The Commissioning Party will make an unloading point available, as
close as possible to the storage location and no more than 15 metres from
the assembly or disassembly location, whereby the supply roads are suitable
for the use of a 38-ton lorry combination. In addition, the access and exit
roads within the construction site must be sufficiently wide and free of
obstacles.
30.2 The Commissioning Party is responsible for unloading the materials
that are to be assembled.
30.3 The Commissioning Party is responsible for the availability of a
lockable and covered space from three days prior to commencement and for
the duration of the assembly work.
Article 31: Commencement of assembly work
31.1 The start of the assembly work will be laid down in a protocol, to be
signed by the representative of the User and the Commissioning Party.
31.2 The Commissioning Party must ensure that the assembly can actually
commence at the agreed time.
31.3 If the starting time of the assembly is postponed by the Commissioning
Party, the new time must be determined in mutual consultation. This is
because the closer the decision to postpone comes to the original starting
time, the more the User's flexibility will be reduced in order to fully
adapt to the new situation. If the production schedule can no longer be
adapted to the new starting time, the User reserves the right to charge any
additional costs incurred as a result (additional warehousing, organisation
costs, etc.).
31.4 The Commissioning Party shall ensure that the floor is suitable for
the load and any anchorings to be imposed. Small differences in the floor
(up to 4 mm) will be dealt with during assembly. For larger differences in
the floor (more than 4 mm) additional costs will be charged for filling and
for the additional work, to be borne by the Commissioning Party.
31.5 The 'highest point' of the floor will be determined by the
Commissioning Party and defined as zero level for racking assembly. The
Commissioning Party will provide at least two axes on the floor at right
angles to each other; a longitudinal and a transverse axis for the lay-out
of the racking.
31.6 There must be a finished floor, sufficiently hardened, and it must
meet with flatness tolerances as laid down in NEN 2747 and have sufficient
load-bearing capacity in relation to the point pressure loads that can
occur, sufficient quality so that the anchoring of the installations is
secured is. The necessary undergrouting, mortaring or tamping will be
charged for as additional work. The use of shims shall be limited on
average to
a) shelving systems, 1.5 m.m.
b) any other types of racking, 3.0 m.m.
c) per cantilever racking column, 8.0 m.m.
31.7 The Commissioning Party must prepare the assembly location in such a
way that the technicians can carry out the assembly work in a free space
without stagnation and with due observance of the safety regulations.
31.8 The Commissioning Party is responsible for the measures (cordoning
off, permits, etc.) required to perform the (welding) work.
31.9 Any waiting hours caused by the Commissioning Party's negligence will
be deducted at the User's hourly rate applicable at the time. The User will
provide the Commissioning Party with a weekly overview of any waiting hours
incurred.
31.10 The User is not responsible for the quality and/or finishing of the
concrete floor. The User can never be held liable for the drilling through
of reinforcement, cables and/or pipes.
Article 32: Execution of the work
32.1 The assembly site will be accessible to the User's employees from
07.00 hrs to 18.00 hrs; if it is necessary to work overtime, the User shall
inform the Commissioning Party of this on time.
32.2 The Commissioning Party is responsible for adequate heating and
lighting of the assembly sites.
32.3 The Commissioning Party will make a 220V and 380V power supply
available free of charge.
32.4 The Commissioning Party will make canteen facilities available free of
charge.
32.5 The Commissioning Party will make available - without interruption - a
forklift truck and, if necessary, an aerial work platform with sufficient
lifting height and capacity, as well as a platform.
32.6 On both sides of the assembly site, a strip of 2.5 m wide will be
available to enable unhindered assembly.
32.7 The Commissioning Party is responsible for the removal of waste and
packaging material.
32.8 The Commissioning Party is responsible for adequate cordoning off of
the assembly sites.
32.9 If diamond drilling proves necessary for drilling into concrete, the
User will charge the Commissioning Party extra for this. Drilling with a
diamond drill is a real possibility if the diameter of the concrete
reinforcement is larger than 12 mm, or in case of high reinforcement
percentages. As a result of the latter, a relatively large number of drill
holes will hit reinforcing steel during drilling.
32.10 Insofar as there are deviations from the above starting points and
conditions, they may lead to additional costs, which will be passed on to
the Commissioning Party according to the rates applicable at the time. This
also applies if the Commissioning Party subsequently changes a regular
racking layout to an irregular one. Or if the working conditions are
clearly less favourable than in a normal 'indoor climate', e.g. due to the
need for apertures in walls and/or roof.
Article 33: Delivery of warehouse equipment
33.1 Any unused residual materials will remain at the User's disposal.
33.2 The assembly site will be delivered swept clean.
33.3 The delivery will be concluded by the drawing up of a protocol, which
will be signed on behalf of the User and the Commissioning Party.
C. Assignments to third parties
Article 34: Special Provisions regarding assignments to third parties by the User
34.1 In these Special Provisions, the following terms shall have the
following meanings:
User: the Commissioning Party, user of the Special Provisions;
Contractor: the User's Other Party;
Agreement: the Agreement between the User and the Contractor;
34.2 The Contractor must provide the User, upon first request, with a
written statement stating all employees designated or to be designated by
the Contractor for the execution of the work assigned by the User;
34.3 The Contractor will always provide the User with the employees' pay
slips for inspection upon first request, as well as inform the User in
writing where, when and at what times the employees will be working;
34.4 The Contractor guarantees the User that he will fulfil all obligations
arising from the Law regarding the aforementioned employees in a timely
manner;
34.5 The Contractor is obliged to provide the User with the following data
in writing upon first request:
- the name and the address of the trade association at which the Contractor
is registered;
- a valid certificate of registration with the trade association;
- the Contractor's income tax number;
34.6 The Contractor is obliged to provide the User, on first request, with
a statement of payments to the trade association and a statement concerning
of his income tax payments, all this as referred to within the context of
the guidelines laid down in the in the Sequential Liability Act
(Ketenaansprakelijkheid; WKA);
34.7 The Contractor must keep adequate records of payments made to the
trade association and the recipient of direct taxes relating to the
aforementioned employees;
34.8 The User will not pay any income tax and social security
contributions, unless the Tax Authorities and/or UWV are of the opinion
that the User is obliged to do so. The Contractor shall indemnify the User
against any liability for unpaid tax and/or social security contributions
with regard to the agreed rate. These costs will, in the latter case, be
borne by the Contractor. If the User is held liable by the Tax Authorities
for non-paid income tax and/or national insurance contributions of third
party(-ies) engaged by the Contractor, the User is entitled to deduct the
amount for which he is held liable towards the Tax Authorities and/or UWV,
from the amount which the Commissioning Party should still pay to the
Contractor. The User also reserves the right to claim the penalty referred
to in Article 29.13.
34.9 The User shall at all times be entitled to withhold the contributions
and income tax payable by the Contractor with regard to the work from the
contract price or purchase price to be paid to the Contractor, and to pay
this to the trade association in question or the aforementioned tax
collector on behalf of the Contractor;
34.10 Without prejudice to the provisions of the previous Paragraph, the
Contractor shall be obliged, upon the User's first request, to open a G
account, as referred to in the Sequential Liability Act
(Ketenaansprakelijkheid; WKA), for the work assigned to it. The User will
then have the right to transfer that part of the contract or purchase price
which it owes the Contractor, and which consists of the amounts due in
social security contributions and income tax for the employees referred to
in Paragraph 1, to that G-account. This transfer shall serve as discharge
for the User in respect of the relevant part of the contract price or
purchase price. If and as long as the Contractor has not notified the User
in writing that the G account has been opened, the User will be entitled to
deduct the relevant amount from the contract price or purchase price;
34.11 The Contractor is not entitled to have any part of the Agreement
performed by third parties without the User's written approval;
34.12 In the event that the Contractor the Contractor allows any part of
the Agreement to be performed by a third party, it shall do so pursuant to
an agreement incorporating Paragraphs 1 - 13 of this Article mutatis
mutandis;
34.13 The Contractor declares to have sufficient Commercial General
Liability Insurance (CGLI) and professional liability insurance. The User
has not taken out accident insurance on behalf of the Contractor.
34.14 In the event of the Contractor's failure to fulfil any of the
aforementioned obligations, the Contractor shall forfeit to the User an
immediately payable penalty amounting to 10% of the contract price or
purchase price applicable between the User and the Contractor, without
prejudice to the User's right to terminate the Agreement and claim
compensation.
Article 35: Culpable and permanent or non-permanent failure to comply
35.1 If the Other Party fails to fulfil one or more of his obligations
under an agreement with the User, or fails to do so in time, or fails to do
so correctly or in full, and this failure can be attributed to the Other
Party, the Other Party shall be in default by operation of law without
notice of default being required, and the User shall be entitled to
terminate the Agreement or to convert it into an obligation to pay
compensation by means of a written statement to the Other Party, unless the
User still wishes to effect performance.
35.2 If and insofar as multiple persons or legal entities are engaged in an
agreement with the User, these persons or legal entities shall be jointly
and severally liable towards the User for compliance with the Other Party's
obligations under the Agreement concluded with the User.
35.3 Non-imputable failure to perform shall be understood to mean, inter
alia: any restrictive government measure of any kind, epidemics,
mobilisation, war, revolution, strike, seizure, interruption to the
production, lack of raw materials, semi-finished goods, auxiliary
materials, energy and fuel, natural disasters, full or partial default by
third parties from whom goods or services are to be received, and any other
reason not reasonably foreseeable by the Parties which is beyond their
control and which, if such a circumstance had been known to them at the
time when the Agreement was concluded, they would not have entered into or
would not have entered into under the same conditions.
35.4 In the event that the delivery by the User of goods or services and/or
execution of work is delayed by more than two months, to be counted from
the agreed date of delivery, for reasons not attributable to the User, such
failure shall be deemed to be permanent. If this circumstance arises, the
User shall be entitled to terminate the Agreement without notice of default
by means of a written statement, without this giving the Other Party any
claim to compensation from the User.
35.5 If the delivery of goods or services by the User can be carried out
within two months, the failure shall not be permanent. In that case the
Parties will not be entitled to terminate the Agreement. However, the
User's obligation to deliver shall be suspended without the User being
liable to pay any damages or compensation to the Other Party and/or third
parties.
D. Rental provisions
Article 36: Lease term
36.1 If the leased object is not handed over to the Lessor by the end of
the agreed lease term, the lease shall be deemed to have been entered into
for an indefinite period of time and on the same conditions. The Lessor
shall, however, also have the right to claim the leased object at the end
of that period, and to retrieve it if he deems this necessary. The costs
thereof are for the Lessee. In the event of termination of the lease, the
notice period stipulated in the Agreement shall apply.
36.2 If the Lessor determines that the Lessee is failing to comply with the
terms of the Agreement, he will be entitled - without further notice - to
terminate the Agreement immediately and to retrieve the leased object. The
Lessor shall continue to be entitled to charge the lease for the original
duration of the Agreement to the Lessee, unless the leased object is used
elsewhere. Each Agreement ends:
1) on expiry of the agreed period;
2) by written termination by one of the Parties with due observance of the
agreed notice period;
3) immediately in the event of bankruptcy, receivership, suspension of
payments or a request for a moratorium to creditors, discontinuation of the
company by the Lessee;
4) immediately, if the Lessor establishes that the Lessee has failed to
meet his obligations, arising from the Agreement or the conditions.
In all these cases, the Lessor is entitled - the Lessee is hereby
irrevocably authorised - to enter the premises of the Lessee where the
leased object is located and to repossess the leased object, without
prejudice to the right to claim compensation for costs, damages and
interest on premature termination.
Article 37: Rental price, security deposit payment
37.1 The term(s) of payment set for the rental price will commence on the
day on which the leased object is actually delivered to the Lessee. Even if
the leased object is again at the Lessor's disposal before the end of the
agreed period, the Lessor shall be entitled to claim the lease for the
entire duration of the Agreement, unless the leased object is used
elsewhere. In the case of contracts longer than 6 months, the agreed lease
price will be adjusted every 6 months in line with the Wage Index Figure as
published by Statistics Netherlands (CBS).
37.2 The lease must always be paid in advance for a period to be agreed
upon. Costs of maintenance and/or repairs must be paid immediately by the
Lessees after receiving the invoice.
37.3 Unless agreed otherwise in writing, the Lessee shall owe a security deposit for each lease. The security deposit shall be fixed in proportion to the value of the leased object. If the Lessee fails to pay a security deposit on time, the User may unilaterally terminate the Agreement, without prejudice to the User's right to compensation. The security deposit must not be regarded as an advance payment on the lease owed. At the end of the Lease Agreement, the User can offset the amounts owed by the Lessee with the security deposit. The security deposit will only be returned if it has been established that the Lessee has fulfilled all his obligations.
Article 38: Insurance
38.1 Shipping to and from the Lessee shall take place at the expense and risk of the Lessor. The racks leased by the User are insured for a risk of statutory liability. The Lessee is a co-insured party within this insurance. Any damage covered by this insurance is subject to a deductible of € 1.500,=, which is payable by the Lessee. No deductible applies to damage resulting from death and/or injury. It is expressly stipulated that damage to the Lessee's own goods and damage to goods in the possession of the Lessee is not insured and is therefore at the expense of the Lessee. Detailed policy terms regarding the insurance will be sent to you on request.
Article 39: Inspection
The Lessor is at all times entitled to inspect the leased object and to
carry out any maintenance, servicing, repairs, etc. deemed necessary.
Article 40: Use and maintenance of the leased object (and at valid
retention of title)
40.1 The Lessee shall be obliged to fully follow the instructions for
operation and maintenance, to carry out the maintenance indicated, not to
tolerate any overloading and immediately after the expiry of the Agreement
to make the leased object in available to the Lessor in a ready-to-use,
clean and tidy condition, including all accessories.
40.2 During the lease term, or in case of purchase as long as there is a
retention of title on the part of the User on the Products, the following
rules of maintenance and use of the Products shall apply.
40.3 The Commissioning Party shall not make any changes to or allow any
materials to be applied to the Products without the User's prior written
consent. Notwithstanding the User's consent in this respect, the
Commissioning Party will, upon the User's first request, arrange for the
removal of any materials applied to and restore the Products to their
original state at the User's expense upon termination of the lease without the Commissioning Party being entitled to any
compensation in this respect.
40.4 Maintenance, modifications and/or carrying out repairs may only be
done by the User, unless the Commissioning Party has been given written
consent to carry out this work himself or have it done by third parties.
40.5 The Commissioning Party is deemed to have received the Products in a
good condition and state of repair. The Commissioning Party will use the
Products with care in accordance with their intended purpose and maintain
the Products in a good condition and state of repair at his own expense,
with the exception of normal wear and tear. The Commissioning Party will
take care of all minor and daily repairs to the leased object, including
replacing defective components (to be purchased from the User at new
price).
40.6 The User has the right to inspect the Products from time to time. In
the event that the User is of the opinion that the products are being used
improperly or are being neglected, the User shall be entitled to repossess
the Products and/or restore them to a good state of repair and maintenance,
or have them restored, all this at the Commissioning Party's expense.
40.7 If, at the end of the lease term (upon return to the User's depot or
of any third party engaged by User), the User is of the opinion that the
Products are no longer in a good condition and state of repair, normal wear
and tear excepted, the User will inform the Commissioning Party on this and
restore the Products to their original state of repair, or have them
restored, at the Commissioning Party's expense.
40.8 The Commissioning Party will not sell, transfer, (sub)lease the
Products or encumber them with a limited right or give them in use (in any
other way) to a third party. In the event that the Commissioning Party acts
contrary to this obligation, he will forfeit a penalty of € 25,000.--
payable on demand without any reminder, notice of default or judicial
intervention being required without prejudice to the User's right to full
compensation based on the Law.
40.9 The Commissioning Party shall not transport or relocate the products,
or have them transported or relocated, without the Contractor's prior
written consent.
Article 41: Ownership
41.1 During the Lease Agreement, the leased object remains the inalienable
property of the Lessor. The Lessee may only use the leased object in and
for the benefit of his business; without the written consent of the Lessor
he may not sublet it, lend it or give it in use to third parties - whether
or not for payment - or relocate the product to a different address than
stated on the delivery note. If the Lessee proceeds to alienate the leased
object, he will be guilty of the crime of embezzlement.
41.2 During the lease term, or in the event of a sale while the leased
object is still subject to the User's retention of title, the Commissioning
Party is prohibited from permanently attaching the leased objects to
immovable properties, including the ground. If, in the event of lease, the
Commissioning Party acts contrary to this obligation, ownership of the
leased object by the owner of the ground will not arise as a result, since
the Parties intend the Lease Agreement to be for temporary use only.
Article 42: Transfer of rights and obligations
The Lessee may transfer rights or obligations arising from the Lease
Agreement to a third party only with the User's prior written consent. The
User may grant permission subject to conditions. The User has the right to
transfer the ownership of the leased object, as well as the rights and
obligations arising from the Lease Agreement entered into with the Lessee,
to a third party. The Lessee expressly agrees in advance that the rights
and obligations arising from the Lease Agreement and these Terms and
Conditions, as well as ownership of the leased object, may be transferred
to a third party.
IJsselstraat 9-13
5347 KG
Oss, The Netherlands
Phone: +31 (0) 412 667 650
E-mail address: info@begra-group.com
CoC: 60341882