General Terms and Conditions
Van Geelen BV

 

Article 1. Applicability

1.1 These general terms and conditions shall apply to all offers and agreements of Van Geelen and also to subsidiaries and sister companies of the mentioned company, all to be referred to below as Van Geelen, vis-à-vis an opposite party, insofar as there have been no explicit and written deviations from these terms and conditions by Van Geelen.

1.2 Once the applicability of these terms and conditions has been agreed upon, the terms and conditions shall consequently also apply to the future legal relations between Van Geelen and the opposite party.

1.3 The terms and conditions shall also apply to all agreements between Van Geelen and the opposite party for the performance for which third parties are brought in.

 

Article 2. Offers and agreements

2.1 No rights may be derived from offers made by Van Geelen. The offers shall be without any obligations, unless expressly mentioned otherwise.

2.2 The opposite party shall only be bound by the agreement if and insofar as a written order confirmation was sent by it, or as soon as Van Geelen has commenced performance of the agreement.

 

Article 3. Delivery

3.1 The term of delivery stated by Van Geelen shall commence on the last of the following points in time, by means of an order confirmation:

  • the day of the formation of the agreement;
  • the day of the receipt of the necessary data, documents etc. that are necessary for the performance of the agreement;
  • the day on which any stipulated advance payment, as defined in the order confirmation, is received.

3.2 The delivery dates shall only be indicative and are never to be considered as dates to be observed on penalty of forfeiture of rights, unless agreed upon otherwise in writing.

3.3 In the event of “force majeure” and other circumstances of such a nature that (timely) performance cannot reasonably be asked of Van Geelen, the term of delivery shall be extended by a period of time that is equal to the duration of these circumstances.

3.4 Force majeure shall be taken to mean in these general terms and conditions strike, illness of personnel, government measures, civil wars, natural disasters, unforeseen traffic situations, and delay in the deliveries by suppliers.

3.5 Van Geelen shall be authorized to have the delivery take place in parts.

3.6 The opposite party shall be obliged to take delivery of the items rented, or the items bought, at the time when these are delivered to it, or when these are made available to it in accordance with the agreement.

3.7 In the event that the items delivered deviate from the models displayed in the documentation on minor points the opposite party shall not be released from the obligation to rent or purchase.

3.8 The items that are rented or purchased shall be considered to have been delivered to the opposite party in good condition, or at least suitable for the purpose for which the items are rented or purchased, unless it was discovered to be otherwise in writing upon the delivery, including a description of the defects.

3.9 The opposite party is to guarantee that the agreed location for delivery or collection of return consignments is easy to access, free of obstacles, dry and clean. If the delivery or the collection of return consignments is delayed or is made impossible because the opposite party remains in default in the matter, the additional costs caused by this are to be indemnified by it.

 

Article 4. Rent, purchase price

4.1 Unless expressly mentioned otherwise all prices are in Euros and exclusive of VAT and any other levies imposed by the government.

4.2 In the event of any alteration of the agreement or additional work within the framework of the agreement Van Geelen shall be authorized to charge all costs resulting from that to the opposite party. The opposite party shall pay these costs, provided that they are compiled within reason.

4.3 Unless agreed upon otherwise in writing the transportation and delivery of the items to the agreed location in the Netherlands shall be at the expense of Van Geelen and delivery and transportation outside the Netherlands shall be at the expense of the opposite party.

4.4 Van Geelen shall be authorized the bring in third parties for the performance of the order, whereby the costs shall be passed on to the opposite party in conformity with the quotation issued.

4.5 Costs that are charged by Venues/Exposition Centres and so forth for transportation and other services on its grounds shall be borne by the opposite party and shall be charged to it by Van Geelen without any prior consultation.

4.6 The rental prices of Van Geelen are based on rental periods of 2 to 10 days. If leased items after 10 days or later than a specified date, in any case too late, is returned, the opposite party is obliged to pay the gross rental price per day plus a surcharge of 25%. The gross rental price per day is the gross price mentioned in the catalogue divided by two. From the time leased items should have been returned, all appilicable discounts are declined. If agreed Van Geelen is collecting the leased items at the opposite party’s location and if because of circumstances that reasonably are at costs or risk of the opposite part, Van Geelen is not able to collect the leased items, the opposite party will be charged the gross rental price per day with a surcharge of 25% without any discounts applicable.

 

Article 5. Payments

5.1 All invoices shall be paid by the opposite party in accordance with the payment conditions mentioned on the invoice. In the absence of such conditions payment is to take place within 30 days.

5.2 In the event of failure to pay within the fixed term the opposite party shall be in default and – without any notice of default being required – it shall be obliged to pay interest of 1% per month, whereby part of a month shall be calculated as a whole month. If, however, the legal interest is higher than 1% per month then the opposite party shall owe this higher legal interest.

5.3 Van Geelen shall at all times be authorized to ask the opposite party for sufficient security in its view for the fulfilment of its payment obligations and to postpone the performance of its own obligations until that time. If the opposite party refuses to grant the security asked for, Van Geelen shall be authorized to regard the agreement as dissolved, without prejudice to the right of compensation for any loss or damage sustained, including loss of profits.

5.4 If the opposite party exceeds the term of payment the opposite party shall owe 25% of extrajudicial collection costs, without any notice of default being required, at a minimum of € 25,00 registration costs.

5.5 The payments made by the opposite party shall first serve to pay the interest owed and the extrajudicial costs, even if the opposite party states a different purpose when paying.

 

Article 6. Retention of title

6.1 Items rented by Van Geelen shall of course remain its property. Furthermore, items which have been transferred by Van Geelen by means of a contract of sale shall remain its property for as long as the opposite party has not complied with all that which Van Geelen may claim from the opposite party in connection with the present agreement and, insofar as the law permits this, in connection with other agreements, including interest and costs.

6.2 Van Geelen shall at all times be authorized to invoke retention of title and to take possession of its property if the opposite party fails to pay in time, or remains in default of fulfilling its obligations otherwise.

6.3 As long as the retention of title applies to the items, the opposite party shall not be authorized to alienate, raise money on, release, or create a pledge in respect of the items. The opposite party shall therefore not be authorized to grant any security to third parties in respect of leased items, or purchased items, of which the full purchase price, and any interest and extrajudicial costs, have not been paid yet.

 

Article 7. Opposite party’s liability

7.1 After delivery, the rented items shall be for the account and risk of the opposite party until the moment when these are actually in Van Geelen’s possession again.

7.2 During this period the opposite party shall be liable for theft, loss, or damage to the leased items.

7.3 Any damage to the leased items because of loss, theft, or damage caused, shall be compensated by the opposite party at replacement value. The opposite party is to take out sufficient insurance at its own expense to cover this risk.

7.4 The opposite party shall hold Van Geelen harmless against all liability for loss or damage caused by the use of the leased items during the rent term.

7.5 The leased items may only and exclusively be used for the purpose for which they were designated when concluding the rent. In the event of any other use Van Geelen shall have the right to terminate the agreement with the opposite party immediately, without any prior notice of default, and to take the items back.

7.6 Liability according to the meaning of this article shall not release the opposite party from its obligation to pay the agreed rent.

 

Article 8. Complaints and guarantee

8.1 Van Geelen delivers good commercial quality. Without prejudice to the limitations mentioned in these terms and conditions Van Geelen guarantees the reliability of the items delivered by Van Geelen, provided that all instructions regarding the use of the items have been strictly observed and followed.

8.2 The opposite party may not invoke failure in the performance if it has not protested to Van Geelen in writing about the matter within 8 days of it having discovered the failure or it should reasonably have discovered it.

8.3 If the item(s) delivered do not reflect the agreement, Van Geelen’s offers the opposite party a choice to repair, exchange or deliver the item to fulfil its agreement. The delivery is supposed to be correct if volume differences are within a 5 % deviation (+ or -) of the agreed volume.

8.4 In case of a defect occurring during the rental period, Van Geelen will try to solve the occurred defect. The effort will nevertheless be judged upon reasonability and cost incurred and the fact if the defect has occurred through no fault of the opposite party.

8.5 Return consignments for the purpose of replacement or repairs to the rented items shall take place at the expense and risk of Van Geelen and always after first having obtained permission from Van Geelen.

8.6 Complaints about invoices are to have been submitted in writing within 8 days of receipt of the invoice.

8.7 If the opposite party has failed to put in a complaint within the term stated above and/or it has not given Van Geelen a chance to repair the defects, the right of revindication shall lapse.

 

Article 9. Van Geelen’s liability

9.1 Van Geelen’s liability shall be expressly limited to fulfilment of the obligations defined in article 8; it shall only be liable for loss or damage if the loss or damage has occurred as a result of any intentional act or omission or equivalent gross negligence by Van Geelen or its subordinates.

9.2 Van Geelen shall not be liable for any loss or damage occurred to items which were left behind by the opposite party in cupboards, showcases, desks and in other leased items.

9.3 If on the basis of any legal provision the liability to pay compensation lies solely with Van Geelen, then this liability shall be limited, insofar as it is covered by its liability insurance, to the amount of the payment made by the insurer.

9.4 In the event that it has been established that Van Geelen is liable for loss or damage which is not covered by the insurance then the loss or damage shall be limited to a maximum of twice the amount that is payable by the opposite party to Van Geelen within the framework of the agreement.

9.5 Van Geelen shall never be liable for consequential losses sustained by the opposite party or any third parties.

9.6 The exclusion of liability referred to in this article shall also extend to the benefit of third parties brought in by Van Geelen for the performance of the agreement.

9.7 Van Geelen shall never be liable if the failure to perform is the result of force majeure.

 

Article 10. Cancellation and dissolution

10.1 The opposite party shall be authorized to cancel a lease order if this is communicated in writing no less than 3 working days prior to the start of the lease term and provided that the leased items have not already been delivered to the agreed location. In the event of such a cancellation.

10.2 If the opposite party cancelled the lease order no less than three working days prior to the start of the lease term, but the leased items have already been delivered, the opposite party shall owe 50% of the total rent to Van Geelen, without prejudice to Van Geelen’s right to claim compensation for the actual loss and further costs.

10.3 Without prejudice to the stipulations above in these terms and conditions the agreement shall be cancelled without judicial intervention by means of a written statement at the time when the opposite party is declared bankrupt/put into involuntarily liquidation, submits a petition for provisional suspension of payment(s) or loses its freedom to dispose of its capital or parts of it due to attachment, placement under tutelage, or application of the debt rescheduling Act for natural persons or otherwise, unless the curator or administrator recognizes the obligations resulting from this agreement as estate debt.

10.4 As a result of the dissolution all claims existing reciprocally shall immediately become due and payable. The opposite party shall be liable for any loss consequently sustained by Van Geelen, consisting, among other things, of loss of profits and transportation costs.

 

Article 11. Expiry

11.1 The rent shall expire upon the lapse of the rent term. The opposite party shall be obliged to return the items in a sound manner at the location of delivery, following notification of the time of the return.

11.2 Rented items are to be in Van Geelen’s possession again within 24 hours of the expiry of the lease term.

11.3 If the items cannot be taken into possession by Van Geelen after the expiry of the lease period, the opposite party shall be obliged to return the items by (post) carriage paid.

 

Article 12. Disputes and applicable law

12.1 All agreements to which these terms and conditions have been declared applicable shall be subject to Dutch law.

12.2 Any dispute between Van Geelen and the opposite party which results from an agreement to which these terms and conditions apply shall be submitted to the competent court of Van Geelen’s domicile irrespective of its competence to choose the competent court pursuant to the law.

 

 

Signed in Maarssen, 29 june 2012
A.A. Vis