In all cases in which we act as contractor and/or lessor, the following terms and conditions apply to quotations and agreements concluded with us. The Terms and Conditions are appended to our quotations as an addendum. The Terms and Conditions can also be consulted on our website.
Where these general terms and conditions refer to a situation that concerns the “Lessor” and/or “the leased property”, those provisions are (also) applicable to our services as lessor of goods. If an article does not refer to it, the relevant provision must be read as only being applicable to our services/provisions other than the leasing of goods.
Steenks Service B.V. is the contractor and is referred to as we/us/contractor/lessor. The other party is referred to as the client/lessee.
1.2 These terms and conditions are part of all agreements concluded with us and apply to all of our quotations. Stipulations deviating from these terms and conditions or additions to these terms and conditions are only binding if we have confirmed them in writing and only apply for the agreement in which they are made. If there is any deviation or contradiction between that set out in these general terms and conditions and any stipulations or additions, as mentioned above, the written record of the stated stipulations or additions applies. These general terms and conditions are also applicable to all contracts where third parties are involved for the execution of services on behalf of the contractor.
1.3 We specifically reject the applicability of any general or specific conditions or stipulations of the client.
1.4 All provisions in these terms and conditions which are only directed to a client who is not a private individual are fully applicable to a client who is a private individual, or should be construed as such, unless the client proves that this cannot reasonably be expected of it or her in the relevant circumstances.
1.5 These general terms and conditions have been filed with the relevant Chamber of Commerce Haaglanden under number 27.290.116.
2.1 Unless a deadline for acceptance is expressly stated therein in writing, price specifications in offers are not binding on our part and serve only as an invitation to issue an order.
2.2 An agreement is only concluded when we have expressly accepted an order or actually proceed with the execution of the order.
2.3 When we act as the lessor of one or multiple movable goods, the agreement is concluded when the client accepts the quotation sent electronically by the contractor, or via verbal agreement that is confirmed via a confirmation message sent by us, or when the client / lessee signs a “CRM” c.q. delivery note (sign as proof of delivery).
3. Prices, rent and rental prices
3.1 The (lease) agreement is concluded for the duration and at the (rental) price as specified in the (lease) agreement. Unless expressly agreed otherwise, import and export fees and excise duties, import and export taxes, Customs clearance costs and costs of packaging and shipping are at the client’s expense. Our prices are in principle carriage paid for delivery within the Netherlands. For delivery of parts within the Netherlands, as well as for delivery outside the Netherlands in general, shipping and/or transport costs are in principle borne by the client. All prices are exclusive of VAT, unless stated otherwise.
3.2 The contractor may charge an increase in a component that influences the cost price, which occurs after the conclusion of the agreement onto the client. In case of an increase in cost price components, we are entitled to increase the agreed prices accordingly, while remaining fair and honest, even if this occurs pursuant to circumstances already foreseeable in the quotation or order confirmation. The client undertakes to pay the price increase at the contractor's first request. If we effect a price increase within 3 months of the conclusion of the agreement, the client is entitled to dissolve the agreement, provided that this is done in writing within 8 days after notification of the price change.
3.3 In addition to the provisions of Article 3.2, if the lease lasts for more than one year, an annual adjustment of the rent can be made at the request of the lessor based on the monthly price index figure according to the consumer price index (CPI) for all households (2022=100), published by Statistics Netherlands. The adjusted rent will in that case be calculated according to the following formula: 'the adjusted rent is equal to the rent on the commencement date of the (first) lease period multiplied by the index figure of the calendar month that is four calendar months before the calendar month in which the rent is adjusted, divided by the index figure of the calendar month that is four calendar months before the calendar month in which the first lease period commenced'. If the lessor chooses to proceed with indexation as described in this article, the following applies:
a. it must make this known in writing (which should also include: by electronic means) no later than 1 calendar month before the date on which the change is due to take effect;
b. the implementation of a change by the lessor does not create an obligation to do this annually and does not create a right for the lessee/client to invoke a precedent if no price indexation took place in one or more previous year(s).
4.1 Delivery is effected to a location to be designated by the client.
4.2 Delivery times stated by us are approximate and should not be regarded as strict deadlines. In case of late delivery, we must therefore be given written notice of default, wherein we are given a reasonable period of time to still fulfil delivery.
4.3 If the following occur:
a. circumstances other than those of which we are aware when we stated the delivery time or execution period: the delivery time or execution period will be extended by the time we require, taking into account our scheduling, to execute the order under those circumstances;
b. suspension of obligations by us: the delivery time or execution period will be extended by the time we require, taking into account our scheduling, to execute the order after the grounds for said suspension have been reversed.
Unless the client proves otherwise, the duration of the extension of delivery time or execution period is presumed to be necessary and due to a situation as described under a and b above.
Exceeding the delivery time or execution period in no way authorises the client to claim damages or dissolution. The client indemnifies us against any claims from third parties due to exceeding the delivery time or execution period.
4.4 The client undertakes to take delivery of the purchased goods within 10 days after we have informed it that the goods are ready. Goods not accepted are stored at the client’s costs and risk. In case of infringement of Article 4.4, and after we have submitted a notice of default to the client, the client shall owe us a penalty per breach of €250 per day subject to a maximum of €25,000. This penalty can be claimed in addition to statutory compensation.
4.5 If it concerns a lease agreement, the leased property is delivered to the lessee at the location specified in the lease agreement. The lessee is responsible for the delivery and collection costs. From the moment of delivery, the leased property and the use of the leased property are at the expense and risk of the lessee. If the leased property is not available on time, the lessee will not be entitled to compensation for damages. In these General Terms and Conditions, delivery is also understood to mean ‘delivery of the rental items ’, if it applies to rental.
5. Risk / insurance
5.1 In case of delivery ex works to a third party, the goods sold are deemed to have been delivered and the risk passed to the client at the time of delivery of the goods to the forwarder or carrier, except insofar as the factory has delivered the ordered goods to our workshop for our inspection. In the latter case, the risk passes to the client immediately after the goods are loaded from our workshop into the relevant means of transport.
5.2 In case of delivery from stock, the goods sold are deemed delivered and the risk passed to the client immediately after they are loaded from our warehouse into the relevant means of transport.
5.3 In all other cases, the risk of the goods sold transfers to the client at the time said goods are transferred into the client’s actual disposal or that of third parties designated by said client.
5.4 The client will insure goods under our retention of title against normal operating risks from the moment of transfer of risk and will provide us with the relevant policies at our first request. All claims on the part of the client against insurers of the goods under said insurance shall be pledged to us by the client as additional security for our claims as soon as we state that to be our wish.
5.5 The lessee is liable towards the lessor for all damage to the leased property, including damage due to loss, misappropriation, theft, alienation and total loss, insofar as this damage is not compensated by any insurance taken out by the lessor. The lessee is liable for all damage, however named and however caused by the (use of the) leased property. The lessee fully indemnifies the lessor against claims from third parties for compensation related to (the use of) the leased property. In the event of damage to or caused with or by the leased property, the lessee must immediately notify the lessor in writing. The lessee is fully liable for all damage suffered by the lessor as a result of negligence in the lessee’s reporting obligation. The lessee is obliged to take all possible measures to prevent or limit the damage.
5.6 In the event of an attributable shortcoming, the lessor is obliged to fulfil its contractual obligations. The lessor's obligation to pay compensation - on whatever legal basis - is limited to that damage against which the lessor is insured under an insurance policy taken out by or on behalf of it, but will never exceed the amount paid out by the insurance in the relevant case. If, for whatever reason, the lessor cannot invoke the limitation of the previous sentence of this article, the obligation to pay damages is limited to the amount charged by the lessor for the present agreement (excluding VAT). The following will not be eligible for compensation:
A. Consequential damage, including, for example, stagnation damage, loss of production and loss of profit;
B. Damage caused by intent or deliberate recklessness of auxiliary persons or non-executive subordinates of the lessor;
C. Damage to property in care.
5.7 The lessee is advised to take out a so-called “primary liability and accident insurance” policy with regard to the leased property because the lessor has taken out a “secondary liability insurance” policy for all the leased property.
6.1 Unless specifically agreed otherwise, payment must be effected either through deposit or transfer to a bank or giro account that we specify within 14 days after invoice date. The value date stated on our bank or giro statements is definitive and is therefore regarded as the payment date. We may, at our own discretion, also request that payment be made net and in cash upon delivery.
6.2 The client undertakes to pay all amounts that we invoice without withholding or set-off. Complaints regarding any performance on our part do not affect the client’s payment obligation and never entitle it to suspend its payment obligations. The lessee's right to set off his claims against the lessor is excluded, unless the lessor is declared bankrupt.
6.3 Payments made by the client are always considered to first be payment of all interest and costs and subsequently of the invoices outstanding for the longest amount of time, even if said client states that payment is for a later invoice. This also applies to credit notes. Receipt by the client of a credit note should be regarded as a request for set-off against the above items (if and insofar as these exist).
6.4 From the 14th day after the invoice date, the client is legally in default, without the need for any notice of default, and the client owes the statutory commercial interest on the outstanding amount.
6.5 We are always entitled, before (continued) performance, to demand substitute and/or additional security from the client for the fulfilment of the client's (further) payment obligations. If the client fails to provide the requested security, we are entitled, without prejudice to our other rights, to suspend execution of the agreement, and all that which the client owes to us on any basis whatsoever becomes payable immediately.
6.6 We are entitled to claim from the client all costs resulting from late payment, including all extrajudicial collection costs. The extrajudicial costs amount to statutory extrajudicial costs.
If payment has not been made within the agreed payment term, the client/the lessee immediately owes interest to us/the lessor. The interest rate is 12% per annum, but is equal to the statutory interest if this is higher. For the interest calculation, part of a month is regarded as a full month.
Regardless of whether the contractor has fully executed the agreed performance, everything owed to us or to be owed to us based on the agreement is immediately due and payable if:
a. A payment deadline is exceeded;
b. The client/lessee does not fulfil its obligations under Article 4;
c. Bankruptcy or suspension of payment of the client/lessee has been requested;
d. The client/lessee’s assets or claims are seized or impounded;
e. The client/lessee is dissolved or liquidated;
f. The client/lessee (if it concerns a natural person) requests to be admitted to statutory debt rescheduling, is placed under guardianship or dies.
6.7 If the lease period is longer than one month, invoicing will take place monthly. The amounts stipulated in the agreement must be paid by the lessee within fourteen days from the invoice date. In the case of a shorter lease period, payment must be made in one of the ways stated in Article 6.1 of these general terms and conditions. We are entitled to request an advance payment.
7. Reservation of title and transfer of ownership
7.1 On purchase, ownership of delivered goods only transfers to the client when it has fulfilled all its obligations arising from or associated with goods delivered or to be delivered by us under the agreement. Until that time, the client undertakes to keep the goods separate from other goods and clearly identified as our property. Until that time, the client is prohibited from moving, selling or encumbering the delivered goods, in any way whatsoever, without our authorisation.
7.2 We are entitled to reclaim the unpaid goods from the client, in case of late payment by the client, if suspension of payments or bankruptcy of the client has been requested, or if the client fails to (sufficiently) fulfil its obligation to purchase insurance or its obligation to inspect as referred to in Article 5.4 of these terms and conditions. The client must give us the opportunity to do so.
7.3 The client is entitled to use the goods delivered by us and which are subject to retention of title within the normal operations of its business. Normal business operations within the meaning of this article do not apply if the client is granted suspension of payments or declared bankrupt. Any repairs to the goods will be made by our personnel at the client’s expense.
7.4 After goods are repossessed, the client will be credited for their market value up to an amount not exceeding the original purchase price minus costs incurred for repossession.
7.5 Ownership of the leased property rests with the lessor. Everything that is mounted or affixed to the leased property by or on behalf of the lessee and thereby becomes part of the leased property, becomes the property of the lessor.
The lessor can also be regarded as the fiscal owner of the leased property. The lessee will not present itself as the owner of the leased property and will refrain from claiming Dutch fiscal investment facilities.
The leased property cannot be sold, pledged or otherwise encumbered by the lessee. The parties to the lease agreement hereby aim for property law effect. Furthermore, the lessee is not authorized to sublet the leased property to third parties or (partly) allow it to be used, unless the lessor has given written permission for this.
The lessee is obliged to immediately notify the bankruptcy trustee, the administrator, the seizing bailiff, the retainer or anyone else who claims surrender of the leased property or part thereof about the existence of the lessor’s property right and to inform the lessor about this within 24 hours.
Pending instructions from the lessor, the lessee must take appropriate measures at its expense to protect the leased property and the lessor’s interests. The costs of measures to be taken by the lessor in this case are for the lessee’s account.
The lessor is entitled to affix signage to the leased property, which indicates the right of ownership of the lessor in a way that is known to third parties. The lessee is not allowed to remove this signage during the term of the lease agreement.
7.6 At the end of the lease period, the lessor may grant the lessee the right to acquire ownership of the leased property for the purchase price indicated in the lease, provided that it has fulfilled all obligations arising from the lease. If the lessee wishes to do so, it must inform the lessor in writing before the end of the lease period.
If the lessee wishes to exercise the purchase option referred to in the first sentence of this article, it must inform the lessor in writing within 72 hours after receiving the notification from the lessor. In that case, the lessee is obliged to pay the purchase price to the lessor no later than on the last day of the lease period, or at the time of expiry of said 72 hours, or at least the moment the first of those two moments occurs.
If the lessee exercises the purchase option, the leased property will be sold and delivered to the lessee in accordance with Article 3:115 sub b of the Dutch Civil Code on the last day of the lease period, in the condition in which the leased property is at that time with all associated benefits and burdens. The lessor does not indemnify the lessee against visible or invisible defects in the leased property, nor is it otherwise obliged to give any guarantees to the lessee.
Despite the above provisions, the leased property remains the property of the lessor until the lessee has paid all that he owes the lessor in respect of the lease agreement and for exercising the purchase option.
8.1 On request of the client/lessee, we will make every effort to repair defective goods (leased by it). If the client/the lessee fails to provide us with a complete guide for defective goods, we will repair the goods at our own discretion.
8.2 If the goods are not delivered to our workshop for repair or maintenance, we are entitled to charge call-out costs. If the goods are not delivered to our workshop for repair or maintenance and the client/lessee does not pay for their transport, we are entitled to charge transport costs.
8.3 Repairs are carried out at our usual hourly rates and the material costs are also charged.
8.4 On request of the client/ the lessee, a maintenance agreement can be concluded. The specific conditions will be stated herein.
8.5 The lessee will take care of the leased property as a good lessee, secure it effectively and only use it in accordance with its intended purpose, all this with due observance of the operating and handling instructions. The lessee will only use the leased property personally, or have it used by persons who are sufficiently qualified and/or certified for this purpose. If the lessee is unable to use the leased property, this will be at its expense and will not affect its payment obligation(s), except if, in the lessee’s opinion, the impediment is of an unreasonably long duration, or is the result of circumstances for which the lessor can be held responsible.
9. Use of goods that we deliver
9.1 There are risks for the user and third parties associated with the use of various goods that we rent or sell. Prior to use of said goods, the client must note the risks associated with use and take all measures to prevent damage as a result of the foreseeable risks. In the absence of such measures, we are not liable for any loss and the client must indemnify us against claims for damages from third parties.
9.2 Goods rented or purchased from us - and not yet fully paid - may not be given by the client for use by third parties without our prior consent.
9.3 The client must manage goods rented or purchased from us - and not yet fully paid- with due diligence and use them in accordance with their purpose.
9.4 The client undertakes to study the instructions for use with utmost care before using goods/leased property that we deliver.
9.5 The client also undertakes to strictly observe our instructions and advice on the use and management of the goods that we deliver.
9.6 In case of the slightest doubt about the operation or manner of use of goods, the client must discontinue use, not put said goods into operation, or take them out of operation and must contact us for advice.
9.7 We are never liable for the consequences of inexpert or incorrect use or use contrary to or deviating from these general terms and conditions, the manual, or our regulations and advice. In that case, a claim under any insurance policies taken out by us is excluded. The client/lessee must conclude its own insurance for situations of this nature.
The client bears the cost and risk associated with all facilities and/or supplies necessary for installation of the goods to be installed and/or their correct functioning in the installed condition and these are outside our realm of responsibility.
11.1 We guarantee to the client that, for 12 months after delivery, the new goods that we sell will fulfil the requirements that may reasonably be imposed on them. Contrary to the previous sentence, an identical warranty is issued for certain products, but only for a period of 6 months. In relevant cases, such limitation of warranty period is stated in the quotation.
Upon delivery, the leased property is deemed to comply with the choice of and intended use by the lessee, to be in a sound condition and to have been delivered with all necessary accessories and materials.
11.2 In principle, we grant a 3 month warranty on second-hand (i.e. used) goods that we sell, as well as on leased goods and on repairs or maintenance that we carry out. The client must thoroughly check second-hand goods before use for defects or the presence of risks that stand in the way of normal use. The client indemnifies us against loss resulting from the use of second-hand goods.
11.3 If an item that we deliver exhibits (possible) defects, the client/lessee must immediately discontinue use of the item and refrain from using it further, under penalty of forfeiture of warranty and exclusion of our liability.
11.4 The consequences of normal wear and tear, inexpert handling, incorrect use, lack of repair, or incorrect repair or incorrect maintenance fall outside our warranty. The consequences of installation, assembly, modification or repair by the client/lessee or third parties, defects in or unsuitability of goods originating from or prescribed by the client, and defects in or unsuitability of materials or auxiliary materials used by the client fall outside our warranty, except the installation / assembly of the leased property in the manner specified in the instructions of use provided, as such subject to proof of the client/lessee.
11.5 If we are liable for a defect or deficiency, we may choose to either credit the purchase price/rent for the defective goods to the client/lessee or to replace or repair them free of charge.
11.6 Our liability never leads to any obligation on our part other than one of those mentioned in the previous paragraph.
11.7 A warranty as referred to in this article is only granted when the full purchase or rent price has been paid.
12.1 We are always entitled, in the fulfilment of our obligations toward the client, to use third parties such as sub-suppliers or subcontractors.
12.2 If we resell goods received from our sub-suppliers or use the services of third parties in the execution of our order, only the liability and warranty provisions of said third parties apply. We will always inform the client about the applicable provisions. We are never obliged to assume any further guarantee or liability vis-à-vis the client than that to which we may take recourse vis-à-vis said third parties.
12.3 In the event that damage has occurred with regard to and/or as a result of the leased property and both the lessee and we have taken out insurance with regard to that damage, the lessee's insurance will be called upon.
13.1 The client must inspect the delivered goods immediately after delivery for directly observable defects. Without prejudice to the provisions of art. 5 of these terms and conditions regarding risk on transfer of delivered goods, complaints by the client about directly observable defects must be submitted to us by registered post within 8 days after delivery. In doing this, the client must accurately state the nature and grounds of the defect and the complaint and of the relevant invoice. The lessee is obliged to inform the lessor immediately in writing if it discovers any defect or damage to the leased property. The lessee is fully liable for all damage suffered by the lessor as a result of negligence in the lessee’s reporting obligation.
13.2 Unless the defects can only reasonably be discovered after the aforementioned complaint period, our liability lapses if the client fails to comply with the provisions of the previous paragraph of this article. If a defect can only reasonably be discovered after the complaint period referred to in paragraph 1 of this article, the client must file a complaint in any case within 36 hours after the defect is discovered, in the manner set out in paragraph 1, under penalty of forfeiture of any right as referred to in this article.
13.3 Complaints do not give the client the right to suspend its payment obligation.
13.4 Each partial delivery is considered a separate delivery within the framework of this article.
13.5 The option to submit a complaint as referred to in this article expires three (3) months after the invoice date.
13.6 We will make every effort to resolve the complaint, if it is justified. This can, always at our discretion, be done by replacement or repair, compensation or other means.
14.1 We only provide aftercare or maintenance with regard to delivered (not leased) goods if this has been expressly agreed in writing.
14.2 The lessee undertakes to make the leased property available for inspection at the lessor's request. The lessee gives the lessor permission in advance to enter the buildings and grounds of the lessee to inspect or take back the leased property.
14.3 The maintenance of the leased property is at the expense of the lessor, with the exception of daily maintenance, such as lubricating and cleaning the leased property before, during or after the performance of the activities for which the leased property is intended. The fuel and consumables required for the proper functioning of the leased property are also for the lessee’s account.
14.4 The lessee makes the leased property available in a cleaned condition for regular maintenance to be carried out by the lessor. During these activities, the lessee shall make the rented property available to the lessor without interruption in a space suitable for these activities. The provisions of this paragraph also apply to repairs and/or maintenance that we perform on property belonging to the customer (ie items that they do not lease and/or have obtained from us).
14.5 Any repairs by the lessee may only be carried out after explicit prior permission from the lessor. If the lessor has not given permission, the costs of repair will be for the lessee’s account and risk, without prejudice to the lessor’s right to claim full compensation in the event of damage.
15. Liability and indemnity
15.1 We are never liable for any indirect damage/loss on the client’s part or that of third parties, including consequential loss, trading loss, delay loss, loss of profit or personal injury, processing costs incurred in vain, or any (other) indirect loss, from whatever cause that might be incurred by anyone.
15.2 We are not liable for the absence of a CE certificate with regard to delivered and leased items. All items supplied and leased by us have a CE certificate, but we do not always have a (current) CE certificate (these are only issued to the first owner and are not always transferred to us). In the situation of delivery and/or lease without a current CE certificate in which the client/lessee has suffered damage, neither we, nor our own supplier/lessor, can be held liable by the client/lessee for tits damage.
15.3 Our liability is limited per agreement to the relevant agreement sum excluding sales tax. The client undertakes at all times to immediately do, or refrain from doing, everything that will lead to limiting any damage/loss.
15.4 The client indemnifies us against all claims from third parties, for whatever reason, regarding compensation for damage/loss, costs and/or interest, caused by, occurring with, or in any way related to the goods that we deliver or our execution of the performance.
15.5 Our liability is excluded if the damage suffered by the client/lessee is the result of incorrect use of the goods delivered/leased by/from us.
16. Force majeure
16.1 A deficiency in the fulfilment of our obligations cannot be attributed to us if this deficiency is the result of force majeure.
16.2 In case of temporary force majeure, we are entitled to suspend our obligations for the duration of the force majeure situation. If the force majeure situation has expired, we will fulfil our obligations as soon as scheduling permits.
16.3 If force majeure occurs and it is or becomes impossible for us or the client to fulfil our/its obligations, or the temporary force majeure situation has lasted over six months, we are entitled to dissolve the agreement in whole or in part with immediate effect. The client is entitled, if force majeure occurs and it is or becomes impossible for us to fulfil our obligations, or the temporary force majeure situation has lasted over six months, to dissolve the agreement with immediate effect, but only for that part of the obligations that we have not yet fulfilled. This regulation excludes the statutory regulation regarding force majeure insofar as it deviates from it.
16.4 The client is not entitled to claim damages for any loss incurred or to be incurred because of the temporary or sustained force majeure, suspension or dissolution within the meaning of this article.
16.5 In case of temporary or sustained force majeure, we are entitled to separately invoice that which has already been delivered or can be delivered and the client undertakes to effect payment in this regard as though it involved a separate agreement.
16.6 Force majeure is understood to mean any circumstance upon which we can exert no influence, through which the fulfilment of our obligations toward the client are partially or entirely hindered or through which fulfilment cannot reasonably be expected of us, regardless of whether said circumstance was foreseeable at the time of conclusion of the agreement.
Such circumstances include, among others: terrorism, cybercrime, disruption of digital infrastructure, fire, power failure, loss, theft or failure of tools, materials or information, roadblocks, strikes or work stoppages and import or trade restrictions; state of war and state of siege; civil war; riot; mobilisation; employee actions of any kind; sudden operational disturbances; sudden excessive illness of personnel; prohibitive or restrictive government regulations, amended legislation, amended regulations or court decisions; refusal or failure to obtain an import licence or other necessary permission from the government; making imports or exports more difficult by governments or third parties; natural disasters, including pandemics, epidemics, coronavirus; weather conditions, including frost, earthquake and flood.
16.7 Force majeure also includes the circumstance that third parties engaged by us, such as suppliers of raw and auxiliary materials, end products and packaging materials, carriers, or parties such as subcontractors and carriers or other parties on which we depend, do not fulfil their obligations, or do not fulfil them in a timely manner due to force majeure, including: natural disasters, including pandemics, epidemics, coronavirus, weather conditions, terrorism, cybercrime , disruption of digital infrastructure, fire, power failure, loss, theft or failure of tools, materials or information, roadblocks, strikes or work stoppages and import or trade restrictions, state of war and state of siege; civil war; riot; mobilisation; employee actions of any kind; sudden operational disturbances; sudden excessive illness of personnel; prohibitive or restrictive government regulations, amended legislation, amended regulations or court decisions; refusal or failure to obtain an import licence or other necessary permission from the government; and complications regarding imports or exports caused by governments or third parties.
16.8 The lessor is no longer authorized to suspend activities if the temporary impossibility of performance has lasted more than twelve months. The agreement can only be dissolved after this period has expired and only for that part of the obligations that has not yet been fulfilled. Any costs incurred by us must be paid by the lessee when proven (invoicing costs, system costs and other costs related to the conclusion of the lease agreement). In such a case, the parties involved in the lease agreement are not entitled to compensation for the damage suffered or to be suffered as a result of the dissolution.
17. Termination by the contractor/lessor, suspension and dissolution
17.1 An agreement that has been entered into for a definite period of time ends by operation of law as soon as the definite period of time has elapsed and the leased property has been returned to the lessor's control other than for repairs or (necessary) maintenance.
An agreement that has been entered into for a indefinite period of time ends as soon as the leased property has been returned to the lessor's control other than for repairs or (necessary) maintenance. The burden of proof as to whether there is repair or (necessary) maintenance lies with the lessee.
17.2 If, in the case of a fixed-term lease, the agreed lease period expires without the lease agreement having actually been terminated in the sense that the leased property has been returned to the lessor's control, the lease agreement will be tacitly continued for an indefinite period of time and under the same conditions.
17.3 If the agreement has been entered into either for a definite period of time and has not yet been terminated in the sense that the leased property has been returned to the lessor's control, or has been entered into for an indefinite period of time and has not yet been terminated in the sense that the lessor once again has control over the leased property, this can be terminated by the lessor by giving notice by e-mail or letter with a notice period of 2 weeks.
If the agreement has been entered into for a definite period of time and has subsequently been extended indefinitely as a result of the occurrence of the situation as in 17.2 of these terms and conditions and which has not yet been terminated in the sense that the leased property has been brought back under the control of the lessor, it can be terminated by the lessor by giving notice by e-mail or letter with a notice period of 48 hours.
If the client fails to fulfil its obligations under any agreement with us, fails to fulfil them properly or fails to fulfil them on time, as well as in case of suspension of payment, bankruptcy, shutdown or liquidation of the client's company, we are entitled, without the need for notice of default and without judicial intervention:
- to suspend the execution of the agreement and directly related agreements until payment has been sufficiently secured; and/or
- to dissolve the agreement and directly related agreements in whole or in part; without prejudice to the exercise of our other rights under any contract whatsoever with the client and without being obliged to pay any damages.
17.4 The lessor has the right to dissolve the lease agreement (regardless of whether it has been entered into for a definite or indefinite period), without notice of default and without judicial intervention, by means of a written extrajudicial statement in, among others, the following cases:
a. If the lessee does not pay a rent payment or another amount due under the lease to the lessor on the due date, regardless of whether or not the lessee has been given notice of default;
b. The lessee does not fully, timely or properly fulfil an obligation under the lease agreement or performs an act contrary to the lease agreement;
c. If the lessee, being a natural person, dies, is placed under guardianship or otherwise loses the free management of its assets;
d. If the lessee applies for a (provisional) suspension of payments, applies for its own bankruptcy or its bankruptcy has been filed for by someone else, it has been declared bankrupt, he applies for the Natural Persons Debt Rescheduling Act (Wsnp) or the Wsnp is declared applicable to it;
e. If the lessee, being a legal person or company, decides to liquidate the legal person or company, discontinues the company in whole or in part or moves it to a country other than the country where the lessee is based according to the lease agreement when it is signed, or the lessee has made a decision to suspend or moves;
f. If the insurance of the leased property is cancelled by insurers or the insurance policy is cancelled or an existing insurance policy is not renewed and, in the opinion of the lessor, sufficient cover cannot be obtained from other insurance companies;
g. In the event of loss (including theft and embezzlement) of the leased property or complete destruction of the leased property.
17.5 If the lease agreement has been entered into for a definite period of time, in the cases referred to in Article 17.4, the lessee will immediately owe the lessor compensation equal to all due but not yet paid instalments increased by all instalments yet to appear, counting up to the date on which the fixed-term agreement would end in accordance with the agreement, plus default interest as referred to in Article 6.6.
17.6 If the lease agreement has been entered into for an indefinite period of time, in the cases referred to in Article 17.4, the lessee will immediately and in a lump sum owe the lessor compensation equal to all due but not yet paid instalments as well as all instalments still to appear up to the commencement date of the lease agreement of a successive lessee, provided that the lessor makes reasonable efforts to find a successive lessee as soon as possible, plus default interest as referred to in Article 6.6.
If the lessee, in the lessor’s opinion, does not make reasonable efforts to find a subsequent lessee as soon as possible, the lessee will owe the lessor compensation equal to all due but not yet paid instalments as well as 6 months rent to be calculated from the moment of appropriation by the lessor plus default interest as referred to in Article 6.6.
17.7 Upon dissolution of the lease agreement, the lessee immediately loses the right to use the rented property and the provisions of Article 19.2 apply mutatis mutandis insofar as possible.
17.8 The provisions of this article do not affect the lessor's right to claim full or partial fulfilment or (partial) dissolution of the lease agreement and additional compensation in or out of court based on the relevant articles of the Civil Code.
18. Transfer of rights and obligations
18.1 The client cannot transfer or pledge any rights or obligations under any article of these general terms and conditions or the underlying contract or agreements without our prior written authorisation. This clause has effect under property law.
19. Termination or cancellation of the agreement by the client/lessee and return of the leased property
19.1. The client is not entitled to terminate or cancel the agreement unless we agree to this and the termination or cancellation is effected in writing. If we agree, the client will owe us an immediately due and payable compensation in the amount of the agreed price, minus the savings for the contractor resulting from the termination. The compensation shall be a minimum of 20% of the agreed price. This cancellation must take place in the manner already described in Article 17.3 of these general terms and conditions.19.2 At the end of the lease, the lessee is obliged to return the leased property to the lessor in a good and original condition (except for normal wear and tear) in a place and manner to be designated by the lessor.
All costs related to the return to the lessor, including the costs of transport to a destination specified by the lessor and the costs of (transport) insurance, are for the account of the lessee.
If, in the opinion of the lessor, the leased property is not clean upon collection, the lessor is entitled to clean the leased property (or have it cleaned) at the lessee's expense, provided that the lessor has informed the lessee within two working days of receipt of the leased property that the leased property was not clean and will be cleaned at the lessee’s expense.
As long as the leased property has not been returned to the lessor's satisfaction, the lessee is obliged, in addition to its payment obligations, to fully comply with all other obligations under the lease agreement.
All costs that the lessor must incur after returning the leased property because the lessee has not fulfilled any obligation under the lease, including repair or maintenance obligations, will be borne by the lessee.
20.1 These Terms and Conditions and all agreements concluded with us are governed by Dutch law. The ‘Uniform Law on the International Sale of Movable Tangible Property’, the ‘Uniform Law on the Formation of Contracts for the International Sale of Tangible Property’ and the ‘Vienna Convention 1980’ on the ‘International Sale of Movable Property’ as well as any present or future international regulations regarding the purchase of movable tangible property, the operation of which can be excluded by the parties, are hereby expressly excluded.
20.2 To the extent permitted by law, all disputes will be submitted to the competent court in The Hague.
21. Repair clause nullities
21.1 If any provision of these general terms and conditions or from the underlying agreement should be wholly or partly void and/or invalid and/or unenforceable, as a result of any statutory regulation, court decision or otherwise, this will not affect the validity of all other provisions of these terms and conditions or the underlying agreement.
21.2 If a provision of these general terms and conditions or the underlying agreement should be invalid for a reason as referred to in the previous paragraph, but would be valid if it had a more limited scope or purport, then this provision will - in the first instance - automatically apply, with the most far-reaching or most extensive, more limited scope or purport with which or in which it is indeed valid.
21.3 Without prejudice to the provisions of paragraph 2, we and the client may, if desired, enter into consultation to agree on new provisions to replace the void or annulled provisions. In doing this, the aim and purport of the void or annulled provisions will be aligned as much as possible.