General Terms and Conditions of Hire, Delivery and Payment

2022
Indu-Tools B.V.
Chamber of Commerce registration no. 24383521

 

ARTICLE 1: APPLICABILITY

1. These terms and conditions apply to all offers made to and hire agreements concluded with the hirer, as well as services provided to the hirer by Indu-Tools B.V. (hereinafter referred to as: “Indu-Tools”) and/or its affiliated companies.
2. These terms and conditions shall apply both within and outside the Netherlands, irrespective of the place of residence or place of business of the parties to any agreement, irrespective of the place where the agreement was concluded or should have been implemented.
3. If the hirer applies other general terms and conditions, e.g. purchase conditions, these shall not be binding on Indu-Tools, shall not apply, and are hereby expressly rejected by Indu-Tools.
4. Any derogations from these terms and conditions applied/allowed by Indu-Tools at any time in favour of the hirer shall never entitle the hirer to invoke them in a subsequent agreement or to demand the application of such a derogation as had this been established in respect of the hirer.
5. If the hirer learns or has learnt of these terms and conditions in a language other than Dutch and there are differences in interpretation of the text, the Dutch version shall prevail over the translation thereof.

 

ARTICLE 2: OFFERS

1. All offers and quotations shall be valid for a period of time to be specified by Indu-Tools (see Article 2 under c of these terms and conditions) and shall be without obligation. They have been made to the best of Indu-Tools’ knowledge and are based on any information provided by the hirer at the time of application. Indu-Tools may revoke the offer/quotation for a period of three (3) full working days after receipt of acceptance, in which case no agreement will be concluded.
2. Any specification provided by Indu-Tools in images, websites, multimedia, catalogues, leaflets, drawings or in any other way with respect to size, capacity, performance, colour, material structure, finish or results shall be deemed to be approximations and without obligation.
   Indu-Tools shall not be bound to this specification and therefore accepts no liability for any inaccuracies in this data.
3. The period of validity of an offer or quotation is two weeks from the date of the offer or quotation.

 

ARTICLE 3: ASSIGNMENTS/AGREEMENTS

1. Assignment shall be understood to mean: any agreement with Indu-Tools, irrespective of whether the latter undertakes to carry out work within the scope of hire, or to provide personnel, equipment or space, or to deliver any other performance, in the broadest sense of the word.
2. All agreements entered into with Indu-Tools shall be binding only following written confirmation by Indu-Tools or after Indu-Tools has commenced performance of the assignment. Any derogations from agreements shall only be binding on Indu-Tools if and insofar as accepted and confirmed in writing by Indu-Tools. The hirer shall be deemed to have accepted amendments or additions to agreements entered into with Indu-Tools if the hirer has not objected in writing against such derogation(s) within 24 hours after he became or could have become aware of the derogation(s). The hirer shall be deemed to have taken cognizance of the derogation(s) once Indu-Tools commences hire and/or the related work to which the derogation(s) relates.Only the board of management and – if applicable – the person expressly authorised by the board of management can and may enter into agreements on behalf of Indu-Tools.
3. Indu-Tools shall at all times be entitled to have all or part of the assignment carried out by third parties, whereby these terms and conditions also operate in favour of these third parties, provided that Indu-Tools authorises such third parties in writing, if necessary afterwards, to invoke these terms and conditions without this authorisation being able to create any obligations towards Indu-Tools.
4. The agreements between Indu-Tools and the hirer are of limited duration. The goods hired from Indu-Tools must be inspected immediately upon receipt by or on behalf of the hirer for, among other things, but not limited to, completeness, damage and functionality. In the event of a defect, the hirer must report this to Indu-Tools in writing, including by email (info@indu-tools.nl), within one working day at the latest. If the hirer fails to do so, he may no longer invoke the defect at a later stage and the hirer shall be deemed to have received the hired good in good condition and without damage.
5. Indu-Tools does not in any way guarantee the compatibility of the hired good with other equipment, software or other materials and/or its usability for the purpose intended by the hirer.
6. The hirer shall not be permitted to carry out repairs and/or maintenance on the goods hired from Indu-Tools and/or have these carried out by third parties.
7. Immediately at the end of the agreement. the hired goods shall be returned to Indu-Tools by the hirer in the same condition as upon commencement of the hire, at the business address of Indu-Tools or at another location to be determined by Indu-Tools.
8. In the case of an agreement with an option to purchase, the hirer may only exercise that option to purchase if he has fulfilled all his obligations arising from that hire or rental agreement.
9. If, at any time during the hire period, the hirer becomes aware that, for whatever reason, information not intended for the hirer is still present on the goods he has hired, the hirer shall immediately inform Indu-Tools thereof and cooperate with Indu-Tools in order to remove the relevant information. In that case, the hirer shall treat the relevant information confidentially and not distribute it.
10. Indu-Tools shall at all times during the hire period have the right to check the condition and the manner of use by the hirer. At Indu-Tools’ first request, the hirer shall grant immediate and unhindered access to the (location of the) hired goods.
11. The hired goods shall remain for the account and risk of the hirer, including all defects and/or damage, until he has returned the goods to Indu-Tools and the latter has checked the returned hired goods.The hirer shall be liable not only for the costs of repair, but also for any resulting direct and indirect damage Indu-Tools suffers. Exceptions to this include defects and damage as a result of a shortcoming that is demonstrably attributable to Indu-Tools, which has been reported by the hirer to Indu-Tools in a timely fashion as referred to in Article 3.d of these terms and conditions.
12. If at any time Indu-Tools is required to carry out repairs or maintenance and/or provide support with respect to the hired goods as a result of a shortcoming it has observed and the observed shortcoming is attributable to Indu-Tools, Indu-Tools shall remedy this shortcoming within a reasonable period of time, replace the goods in question or credit the hire price for the duration of the shortcoming, at its discretion. This is the hirer’s sole remedy. Indu-Tools shall not be liable in any way or form to the hirer in connection with the observed defect.
13. In the event of a defect, damage, theft, loss or wilful damage, the hirer shall immediately inform Indu-Tools, stop using the good and follow the instructions given by Indu-Tools. If the hirer has taken advantage of the damage waiver scheme stated in Article 4.f., the hirer must also comply with the requirements set out in the damage waiver scheme.
14. In the event of loss, theft, damage by a third party or wilful damage, the hirer shall be obliged to report this to the police immediately after it has been discovered and to provide Indu-Tools with a copy of the report immediately after receipt. If the hirer fails to report to the police and/or submit an official report to Indu-Tools (in good time), the theft shall be considered an embezzlement, in respect of which the fire/theft scheme referred to in Article 3.h. does not provide cover. If the hirer has made use of the fire/theft scheme, the other conditions set out in the fire/theft scheme must be met.
15. Upon discovery by or on behalf of Indu-Tools of a violation by the hirer of the obligations referred to in Articles 3.f., 3.m. and/or 3.n., Indu-Tools shall have the right to impose an immediately due and payable penalty with a maximum of € 2.500,00 (two thousand and five hundred Euro) per violation. The penalty shall be without prejudice to Indu-Tools’ right to terminate the agreement in whole or in part, in or out of court. This penalty may be claimed by Indu-Tools in addition to the statutory compensation, thus explicitly derogating from the provisions of Book 6, article 92, paragraph 2 of the Dutch Civil Code.
16. In the event of loss, theft, damage caused by a third party, wilful damage or damage otherwise resulting from causes outside normal use of the hired goods, Indu-Tools shall be entitled to charge the new value thereof, or the new value of the replacement goods if the original hired goods are no longer or no longer readily available, to the hirer as direct damage. This shall apply without prejudice to any other rights of Indu-Tools, including compensation for consequential damage.
17. The hirer shall effect adequate insurance in a timely manner, which he must submit to Indu-Tools at its first request, unless the hirer has made use of the damage waiver scheme as stated in Article 4.f. of these terms and conditions.
18. Without the explicit prior written consent of Indu-Tool, the hirer shall not be allowed to make changes to the hired goods, such as, but not limited to, optical, aesthetic and/or functional changes. If changes are made by the hirer without Indu-Tools’ consent, Indu-Tools shall have the right to terminate the agreement prematurely, in full or in part, judicially or extrajudicially, while retaining all (financial and other) rights it might otherwise derive from the agreement, including the right to recover from the hirer all damage suffered as a result of the aforementioned actions by the hirer.
19. Without the explicit written consent of Indu-Tools, the hirer shall not be permitted to bring the hired goods and/or materials acquired from Indu-Tools for the hire outside the borders of the country in which Indu-Tools is established. Nor shall the hirer be permitted to hire out, lend or otherwise bring the hired goods under the control of third parties.
20. If the hirer’s financial circumstances are of such a nature that they have resulted in tax arrears and/or non-fulfilment of his financial obligations towards third parties, the hirer shall immediately notify Indu-Tools thereof. If Indu-Tools suffers damage as a result of an omission on the part of the hirer in respect of the circumstance referred to in this article, in its opinion, it shall be entitled to recover such damage from the hirer, whereby the value of the hired good shall be deemed to be equal to the new value.
21. Upon returning the hired goods, including software etc. that has data-carrying properties, Indu-Tools shall in no way be liable to or on behalf of the hirer for the loss of the information contained therein, nor shall Indu-Tools be obliged to store and/or retain this information.

 

ARTICLE 4: LIABILITY

1. Subject to the provisions of this article and the provisions of Article 9 of these terms and conditions, Indu-Tools shall not be liable for damage suffered by the hirer for any reason whatsoever, including all direct and indirect damage, such as consequential damage or trading loss, unless such damage was caused by intent or deliberate recklessness on the part of Indu-Tools, its directors or de facto manager.
2. Only if it is established in court that Indu-Tools, despite the provisions of Article 4.a of these terms and conditions and other than due to intent or wilful recklessness, is nevertheless liable for any damage suffered by the hirer, the liability of Indu-Tools shall be limited to compensation of direct damage only, with a maximum of once the invoice value.
3. Subject to the provisions of the previous paragraphs, Indu-Tools shall not be liable for indirect damage, such as (but not limited to) consequential damage, loss of data, pollution damage, loss of income or profit, lost savings and damage due to business interruption.
4. Indu-Tools shall never be liable by virtue of product liability for personal injury if, according to the state of the art at the time of the hire, the hired goods would not have led to liability within the meaning of paragraph a) of this article, even if such damage was caused by intent or deliberate recklessness on the part of Indu-Tools.
5. Indu-Tools shall not be liable for any damage resulting from errors or omissions on the part of third parties, including the hirer and its employees and auxiliary staff.
6. Indu-Tools shall never be liable if the hirer and/or third parties have made changes to the goods hired out by Indu-Tools, including repair(s) carried out by the hirer and/or third parties, or if the hirer does not follow/has not followed the advice, (safety) instructions, user manuals and/or (safety) standards of Indu-Tools. In addition, Indu-Tools shall not be liable for damage resulting from incorrect or incomplete information provided by the hirer.
7. Indu-Tools accepts no liability whatsoever for advice provided by Indu-Tools without an express agreement for the provision of advice.
8. Indu-Tools assumes no responsibility or liability for drawings, designs, calculations, instructions, materials, etc. provided by or on behalf of the hirer for the performance of the agreement.
9. In addition, Indu-Tools assumes no liability for damage to the property of the hirer and/or third parties.
10. The hirer shall indemnify Indu-Tools against all claims of third parties for the performance of any agreement entered into between Indu-Tools and the hirer, irrespective of the basis of such claim.
11. The hirer shall bear all costs arising from the indemnification referred to in paragraph j. of this article.
12. The limitations of liability referred to in this article shall not apply in the event of death or bodily injury.
13. In accordance with Articles 3.m., 3.n. and 3.p., the hirer shall be liable for damage to, and loss or theft of, the hired good, irrespective of whether he is at fault. The hirer shall be obliged to implement measures to prevent the loss and theft of the hired good, considering that he is under the obligation to return the hired good, which obligation is not lifted, even by chance, or an intervention by a third party.The hirer may buy off the risk mentioned under paragraph m. of this article for the most part by means of the damage waiver and fire/theft schemes. For the specific content, Indu-Tools would like to refer to the terms and conditions of the Damage Waiver and Fire/Theft Scheme.

 

ARTICLE 5: TIME AND PLACE OF DELIVERY

1. The delivery periods stated in the offers, quotations, confirmations of assignment and agreements by Indu-Tools are made to the best of Indu-Tools’ knowledge and will be observed to the extent possible, but they shall not be binding on Indu-Tools. Indu-Tools shall be entitled to deliver a part or to wait with the delivery until the entire order is ready for delivery.
2. Exceeding the periods specified by Indu-Tools, for whatever reason, shall never entitle the hirer to compensation, termination of the agreement or suspension or otherwise non-fulfilment of any obligation that may arise for the hirer from the relevant agreement or from any other agreement whether or not related to this agreement.
3. In the event of excessive exceeding of the delivery period specified by Indu-Tools, at Indu-Tools’ sole discretion, Indu-Tools shall consult with the hirer.
4. Delivery takes place ex works/warehouse of Indu-Tools or any other place to be determined by Indu-Tools.
5. If, after conclusion of the agreement, the hired goods have been presented to the hirer, but are not accepted by the hirer, they shall be at the disposal of the hirer for a maximum period of the agreed hire period, without prejudice to Indu-Tools’ right to rent out the hired goods to a third party in accordance with the provisions of the last sentence of this paragraph. During this period, the hired goods shall be stored at the expense of the hirer. After the agreed hire period, the total amount the hirer would owe in the event of taking delivery of the hired goods and/or compliance with the agreement, plus the storage costs, shall be claimed from the hirer, without any deduction on account of the non-use of the hired goods.In this situation, Indu-Tools shall have the right to rent out the hired goods ready for the hirer to third parties, but only after Indu-Tools has sent the hirer a last written reminder and has afforded the hirer the opportunity to take delivery of the hired goods. Any payment that Indu-Tools receives from third parties for the hired goods shall be deducted from the amount the hirer owes Indu-Tools on the basis of this paragraph.
6. After termination of the hire, the hired goods, including non-returnable packaging and/or tools supplied, such as, but not limited to: pallets, crates and containers, must be returned to Indu-Tools clean, sorted and undamaged. Where Indu-Tools takes care of the return transport, the goods must be ready for transport, clean, sorted and undamaged, on the ground floor at the main entrance, and for transport by ship, either at the quay or at any other place within the immediate vicinity of the hirer’s location that is easily accessible for Indu-Tools.
7. If the hirer fails to fulfil any obligation arising from this or any other agreement related to the assignment, Indu-Tools shall be entitled to suspend performance of the agreement or to terminate the agreement in whole or in part without judicial intervention, without being liable to pay any compensation, and Indu-Tools shall only exercise these rights after Indu-Tools has given the hirer written notice of default and granted the hirer a reasonable period of time in which to comply, unless performance has already become permanently impossible.

 

ARTICLE 6: TRANSPORT AND TRANSPORT RISK

1. Where applicable, Indu-Tools shall choose the means of transport.
2. Where applicable, the transport of the hired goods shall be at the expense of the hirer.
3. All hired goods shall travel at the risk of the hirer from the moment of dispatch, which shall be understood to mean the moment of loading on the first carrier. Even when carriage paid delivery may have been agreed, the hirer shall be liable for all damage sustained during transport.
4. If applicable, the hired goods shall only be delivered on the ground floor at the main entrance of the hirer and in case of ships on the quay or any other suitable unloading place within the vicinity. If the hired goods are to be delivered other than on the ground floor, any associated additional costs and risks shall entirely be borne by the hirer.If the hirer is not present at the time of delivery, or is unable to take delivery of the hired goods, or is otherwise in default of taking delivery of the hired goods, Indu-Tools shall have the right to convert the delivery into an obligation for the hirer to collect the goods at the address specified by Indu-Tools, after the hirer has been informed thereof by leaving a written notification or otherwise.
5. Upon arrival/acceptance of the hired goods, the hirer shall ascertain the condition in which the goods are found. If it appears that damage has been caused to goods or material where these have been delivered to him by a carrier, he shall take all measures to obtain compensation from the carrier. If the hirer is not satisfied with the condition of the hired goods, he must refuse the goods and may contact Indu-Tools by email (info@indu-tools.nl) or by telephone (010 – 8509010). By signing the receipt, provided by or on behalf of Indu-Tools, the hirer declares that he has received the hired goods in good condition.

 

ARTICLE 7: PRICES AND COSTS

1. Indu-Tools sets a price or a rate separately for each assignment. This price or rate is intended solely as the amount payable for the service to be provided by Indu-Tools, including the standard associated costs. The prices stated in the offer are based on the then known cost price factors, exchange rates, wages, taxes, duties, charges, freight, etc.In the event of an increase in one or more of the cost price factors that was not provided for when the agreement was entered into, Indu-Tools shall be entitled to pass on these higher costs to the hirer. If the price increase amounts to more than 10%, the hirer shall have five (5) working days after the price increase has been announced to partially terminate the agreement by registered letter, i.e. with respect to the future.
2. The weekly prices stated in catalogues, on the website or otherwise are based on a minimum hire period of one (1) week. After this first week, the price will be based on the daily price, being 1/5 of the weekly price. Please note: one (1) week = five (5) consecutive working days.Goods with an hour counter are hired out with a maximum of 50 hours of use per week. If registration of the hour counter shows that the other party has used these goods for more than 50 hours of use per week, a surcharge will apply. The continuous rate for compressors is two (2) times the weekly rate and for aggregates one and a half (1.5) times the weekly rate.For hire periods exceeding four weeks, a separate price may be offered and agreed upon request, at Indu-Tools’ discretion. Please note: The stated prices are, if applicable, exclusive of surcharges for damage, fire and theft schemes.
3. When hiring goods for use outside the Netherlands and Belgium or for use on ships and/or offshore, Indu-Tools shall have the right to make separate rate agreements with the hirer.
4. The price or rate does not include any government or other levies, including fines, insurance premiums, etc.
5. Indu-Tools shall be entitled to require payments and/or deposit or security (e.g. in the form of a bank guarantee) in advance and/or during the performance of the agreement. If the hirer fails to meet the above requirements, he shall be deemed to have failed in the performance of the agreement.
6. For each day (or part of a day) that the hired good has not been returned to Indu-Tools by the hirer after termination of the agreement, Indu-Tools shall be entitled to charge the hirer a daily fee, without the hirer being required to be declared to be in default and/or be given notice of default.
7. In the event of partial deliveries, Indu-Tools shall be entitled to invoice (in advance) the value of the entire agreement.

 

ARTICLE 8: PAYMENT CONDITIONS

1. Invoices sent by Indu-Tools must be paid within thirty (30) days of the invoice date, without deduction of discounts and without any form of compensation.
2. Indu-Tools shall be entitled to request a deposit prior to making the hired goods available. The deposit amount may never be used by the hirer for settlement of other obligations he has towards Indu-Tools, including hire payments not yet made.
3. Indu-Tools shall be entitled to charge the hirer a credit restriction surcharge of at least two per cent (2%); however, this must be explicitly stated on the invoice. This surcharge may be deducted from the invoice amount by the hirer if the invoice amount is paid within thirty (30) days of the invoice date.
4. All payments must be made to a bank or giro account designated by Indu-Tools, without any deduction or set-off (except as referred to in Article 8.c).
5. Discounts can only be granted after approval by Indu-Tools. Unless otherwise agreed in writing, these discounts shall be granted only once. Previous discounts cannot be invoked for subsequent transactions.
6. The hirer expressly waives his right to offset or suspend payments.

 

ARTICLE 9: COMPLAINTS

1. Any complaints, both with respect to delivery of goods and invoice amounts, must be submitted to Indu-Tools in writing and by registered letter within 24 hours of receipt of the hired goods or the related services or of the relevant invoices, accurately stating the facts to which the complaints relate. The hirer’s right to complain lapses with respect to goods processed by or on behalf of the hirer.
2. If submitted complaints do not comply with the above, they can no longer be considered and the hirer shall be deemed to have approved the hired goods and/or the related services. If Indu-Tools is of the opinion that a justified complaint has been submitted, it shall have the right to either pay the hirer a sum of money, to be determined in mutual consultation, as a reduction of the hire price or indemnification, or to make a new delivery while maintaining the existing agreement, all this subject to the obligation of the hirer to return the wrong or faulty goods to Indu-Tools delivered carriage paid; all this at the discretion of Indu-Tools.
3. Indu-Tools shall only be obliged to consider submitted complaints if, at the time of submission of the complaints, the hirer has fully met all its obligations which have become due to Indu-Tools, arising from any agreement of whatever nature with Indu-Tools.
4. Returns that have not or insufficiently been stamped or packed shall be refused by Indu-Tools. All returns by the hirer (and any refusal to accept these by Indu-Tools) shall be at the expense and risk of the hirer.

 

ARTICLE 10: CANCELLATION/TERMINATION AND SUSPENSION

1. If the hirer fails to fulfil one or more of his obligations arising from the agreement on time or in full, the hirer shall be immediately in default and Indu-Tools shall be entitled, without judicial intervention, without (further) notice of default and without being liable to pay any compensation, to suspend the obligations arising from the agreement and/or to terminate the agreement in whole or in part with immediate effect, without prejudice to all other rights of Indu-Tools.Indu-Tools shall also have this right in the event of the hirer’s bankruptcy or petition for bankruptcy, suspension of payments, admission to the WSNP (Debt Rescheduling (Natural Persons) Act) programme, other forms of debt counselling, liquidation of the company, complete or partial cessation of business activities or, in Indu-Tools’ opinion, the threat of one or more of these circumstances, if an attachment is levied against the hirer that will not be lifted within thirty (30) days of the date of attachment or in the event of a situation of force majeure within the meaning of Article 13.a, owing to which the performance of the agreement has become permanently impossible for the period described in Article 13.b. In that case, all claims of Indu-Tools against the hirer shall be immediately due and payable.
2. If the hirer cancels the agreement up to 7 days before commencement of the hire period, the hirer shall owe Indu-Tools 50% of the total agreed hire price. If the hirer cancels the hire agreement within 7 days of commencement of the hire period, the hirer shall owe Indu-Tools 100% of the total agreed hire price. Cancellation of the agreement shall always be in writing.
3. In the event of premature cancellation by the hirer, the hirer shall be obliged to comply with the financial obligations for the remaining period of the agreement, without the hirer being able to derive any rights to a refund of the hire price or otherwise.

 

ARTICLE 11: COMPENSATION IN THE EVENT OF LATE PAYMENT OR NON-PAYMENT

1. If payment of the invoices sent by Indu-Tools has not been made within 30 (thirty) days of the invoice date, the hirer shall be deemed to be in default by operation of law and Indu-Tools shall be entitled, without further notice of default being required, to charge the hirer interest at the statutory rate with a minimum of 1% per month or part thereof on the entire amount owed, without prejudice to the other rights of Indu-Tools, including the right to all collection costs, both judicial and extrajudicial, the latter being fixed in advance at 15% of the sum to be collected, with a minimum of € 250.00 (in words; two hundred and fifty euro).Please note: Where legislation has stipulated by law the extrajudicial collection costs to be charged to the hirer, the hirer shall owe extrajudicial collection costs by virtue of the relevant provisions.

 

ARTICLE 12: OWNERSHIP AND AUTHORISATION TO RECOVER GOODS

1. All hired goods, including non-returnable packaging and/or tools supplied, such as, but not limited to: pallets, crates and containers, shall remain the undisputed property of Indu-Tools.
2. If the hirer fails to comply with any obligation under the agreement with respect to the hired goods and/or related services, Indu-Tools shall be entitled, without further notice of default being required, to recover the hired goods and/or associated tools, in which case Indu-Tools shall be entitled to terminate the agreement in whole or in part without judicial intervention, without prejudice to Indu-Tools’ right, if necessary, to claim judicial or extrajudicial compensation for any damage suffered or to be suffered by Indu-Tools, including, but not limited to: loss suffered, loss of profit, interest, transport costs, etc.
3. Indu-Tools reserves the right to retain any goods, tools, materials, cars, money, negotiable instruments, (financial) documents etc. it holds under any title whatsoever from the hirer until the hirer has fulfilled his financial and other obligations towards Indu-Tools in full.
4. Indu-Tools shall at all times be entitled to recover the hired goods and to remove them from the hirer’s premises if the hirer fails to meet his (payment) obligations in a timely manner. At Indu-Tools’ first request, the hirer shall provide all necessary cooperation to this end and authorise Indu-Tools (or a third party to be designated by Indu-Tools) to enter the (business) premises of the hirer for this purpose.

 

ARTICLE 13: THIRD-PARTY CLAUSE

1. In deviation from article 12.a, in its conduct of business Indu-Tools may use “sale and leaseback” constructions with a third-party financier that relate to the goods that are rented out to the hirer. If the goods to which the agreement between the hirer and Indu-Tools relates are not an (intended) subject of a sale and leaseback construction during the term of the agreement, article 12 will remain fully in force and this article 13 will not apply.
2. In so far as this article 13 applies in conformity with article 13.a , the hirer declares that he is aware and, in so far as necessary, agrees that the ownership of the goods may be(come) vested in a third party, therefore not being Indu-Tools or the hirer, or that the goods have been (or will be) pledged to a third party, as security for payment of any claim that this third party has or should have on Indu-Tools.
3. In spite of the existence of the agreement the hirer will surrender the goods to this third party on demand, without the hirer being able to rely on any retention right, if and as soon as the third party will claim surrender of the goods on the basis of an objectively demonstrable and established non-performance of the contractual obligations of Indu-Tools in respect of this third party. As a result of this claim the agreement between Indu-Tools and the hirer will be dissolved with immediate effect by operation of the law. Surrender as described above must be made at the office of the third party or in a location designated by that third party.
4. If the situation as mentioned in article 13.c occurs and the third party should want to continue the hirer’s use of the goods, the hirer will be obliged on demand of the third party to conclude a hire agreement with the third party for the remaining term of the present agreement and on identical conditions.
5. The parties entirely exclude the applicability of the sections 7:226 and 7:227 of the Civil Code.
6. The third-party clause included in this article cannot be revoked by the hirer or by Indu-Tools.

ARTICLE 14: FORCE MAJEURE

1. Indu-Tools shall not be obliged to fulfil any obligation if it is unable or no longer able to fulfil the agreement due to circumstances – foreseeable or unforeseeable – which are beyond Indu-Tools’ control or sphere of risk (“force majeure”). Circumstances beyond the control or sphere of risk of Indu-Tools shall in any case include: serious disturbances in its production process, war or a similar situation, mobilisation, riots, strikes, excessive absenteeism of Indu-Tools personnel, sit-down strikes, blockades, boycotts, illness, the outbreak of pandemics or infectious diseases and their consequences, external contingencies such as natural phenomena, weather conditions, fire or failure of the supply of electricity, gas or water, traffic disruptions, lockouts, loss or damage during transport, late performance of suppliers or agents, government measures e. d.Circumstances beyond the control or scope of risk of Indu-Tools shall be deemed to exist irrespective of whether the force majeure occurred in its own company or elsewhere, such as in companies of suppliers, transporters, wholesalers, etc.
2. In the event of inability to perform the agreement due to force majeure, Indu-Tools shall be entitled to suspend performance of the agreement for the duration of the force majeure situation, without being liable to the hirer in any way. If the force majeure situation has lasted for more than six (6) months, either party shall be entitled to terminate the agreement in whole or in part, either in court or out of court.

 

ARTICLE 15: INTELLECTUAL PROPERTY RIGHTS, DESIGN PROTECTION

1. The intellectual property rights vested in all goods, related services, etc. manufactured by Indu-Tools, whether or not specifically for the hirer, and hired by the hirer belong exclusively to Indu-Tools. Use or alternative use of these rights, designs and/or ideas of Indu-Tools is strictly prohibited.
2. If the hirer fails to comply with Article 14.a of these terms and conditions, Indu-Tools shall be entitled, without further notice of default and/or judicial intervention, to an immediately payable penalty of at least € 11,500.00 (in words; eleven thousand and five hundred euro) per day or part of a day during which the violation continues. This penalty may be claimed by Indu-Tools in addition to the statutory compensation, thus explicitly derogating from the provisions of Book 6, article 92, paragraph 2 of the Dutch Civil Code.

 

ARTICLE 16: WARRANTIES

1. Indu-Tools only provides a warranty in accordance with the provisions of the warranty clause to the extent that this is included with the hired goods. In such cases, the warranty shall only come into effect once Indu-Tools has been notified in writing and by registered letter by the hirer of his request to fulfil warranty obligations.
2. If Indu-Tools does provide a warranty, but without a warranty clause, the maximum warranty period shall be 6 months from the delivery of the hired goods. Here, too, Indu-Tools must first be notified by the hirer in writing by registered letter of his request to fulfil the warranty obligations.
3. The warranty shall entitle the hirer to repair or replacement of the hired goods, or to full or partial crediting of the hire price for the hired goods, at Indu-Tools’ sole discretion. External contingencies constitute force majeure and can never lead to any mandatory warranty provision by Indu-Tools.

 

ARTICLE 17: APPLICABLE LAW AND COMPETENT COURT

1. All offers, quotations, assignments and agreements are governed by Dutch law.
2. All disputes shall be submitted to the judgement of the absolutely competent court in the district of Rotterdam or to the judgement of another competent court, however, at the discretion of Indu-Tools.
3. If any article or paragraph of these terms and conditions becomes invalid, this shall not affect the validity of any other articles or paragraphs.

© Indu-Tools B.V. version July 2022