General conditions

General Conditions of Rental and Sales

General

Legal relationship

The legal relationship between the BVBA Machinery resale, having its registered office at200 Nokerseweg, 8790 Waregem, and registered with the Ghent Legal Entities Register, Kortrijk Department under number BE0893.147.888, known under its trading name MACHINERY RESALE, Part of Machinery Resale BVBA (hereinafter referred to as "MACHINERY RESALE") and its co-contractor, which may be the lessee or buyer (hereinafter referred to as the "co-contractor"), shall be fully governed by these general terms and conditions. The co-contractor hereby fully agrees with the present general conditions of rental and sales.

Offers, prices

No prices communicated by MACHINERY RESALE in quotations are final, unless it is expressly stated that they are final. The final prices mentioned in quotations are only valid for 15 days. All prices are given excluding VAT, delivery costs, installation costs or pick-up costs. VAT is always owed by the co-contractor.

Deadlines for delivery, performance and other deadlines.

The deadlines mentioned in MACHINERY RESALE's offers are approximate. Delays do not entitle the customer to cancel all or part of the order or to terminate/dissolve the agreement; nor can they give rise to discounts or to MACHINERY RESALE paying any damages.

Rental - lease

Beginning of the lease term

The lease term starts on the date on which the rented goods are made available to the co-contractor. The lease ends at such time as such rented goods are returned to the MACHINERY RESALE warehouse, regardless of whether the rented goods are returned by the co-contractor, or whether the rented goods are signed out by the co-contractor and then picked up by MACHINERY RESALE. MACHINERY RESALE is only responsible for the pick-up if this was confirmed to the co-contractor in writing.

Rental prices

The rental prices apply for a use of a maximum of 8 hours per day, 40 hours of operation per week. MACHINERY RESALE reserves the right to charge additional hours per additional hour of operation. The rented goods are always made available with a full tank of fuel. At the end of the lease, the co-contractor ensures that the rented goods have a full fuel tank. If this is not the case, MACHINERY RESALE will refill the tank at the co-contractor’s expense. The fuel consumption during the lease period is therefore not included in the rental price and is borne by the co-contractor.

Use and Maintenance

The co-contractor agrees to apply due care in handling the rented equipment and to inform MACHINERY RESALE at all times in case of any malfunction. The co-contractor must take the necessary measures to prevent theft or alienation.

In case of a defect of the rented goods, the co-contractor must bring in the rented goods and these will be replaced, if not, the replacement costs will be charged. The lessee or any third parties will not be able to claim any compensation for malfunctioning equipment due to defects or any other cause. At all times, MACHINERY RESALE has the right to inspect the rented goods and the co-contractor will always provide MACHINERY RESALE access to the rented goods. To this end, the co-contractor will also always inform MACHINERY RESALE of the location of the rented goods.

The co-contractor declares being aware of all specifications (weight, size, driving licence, etc.) of the rented goods. The co-contractor declares that he/she knows how to operate the rented goods and undertakes to only entrust the rented goods to experienced personnel who know how to use the rented goods. The co-contractor acknowledges that MACHINERY RESALE provided verbal instructions about the safety measures to be taken when using the rented goods.

Condition of the rented goods

The goods are made available to the co-contractor in perfect condition, cleaned and fuelled up, without any visible defects and/or damage. If any visible defects or malfunctions are found, they must be reported in writing to MACHINERY RESALE immediately prior to any use, and within 2 calendar days of delivery.

The co-contractor is obliged to return the rented goods in the same perfect condition, cleaned and fuelled up, at the end of the lease period. After the lease period, any fuel to be added, cleaning or repairs will be charged.

Ownership

The rented goods are the complete and inalienable property of MACHINERY RESALE. The co-contractor is prohibited from transferring any of his/her rights, or from subleasing the goods without the prior written consent of MACHINERY RESALE. Unless otherwise agreed with MACHINERY RESALE, the co-contractor shall, in case of sublease, be jointly and severally liable with the sublessee for complying with the rental obligations.

Also in case of sale, the goods remain the property of MACHINERY RESALE until the date of full payment. MACHINERY RESALE’s co-contractor is therefore not allowed to resell, rent, pledge or alienate or encumber the goods in any other way until the full sale price has been paid.

Termination of the lease agreement

MACHINERY RESALE may terminate the agreement at any time, in case of serious shortcomings of the co-contractor, by means of a registered letter, with effect from the third day after postmark. The parties expressly provided that the following cases are considered to be serious shortcomings which may justify termination of the lease:

  • In the absence of payment of the lease price within two months of the due date;
  • If the co-contractor fails to comply, in whole or in part, with the provisions of this agreement regarding insurance policies;
  • If the co-contractor does not properly use the rented goods;
  • Clear insolvency;
  • In case of liquidation of the co-contractor.

The lease agreement is entered into under the express condition precedent of the co-contractor’s non-bankruptcy. In the event of a breach of the condition precedent, the agreement shall be terminated immediately and by operation of law.

In case the contract is dissolved due to the co-contractor’s breach, the co-contractor shall owe a fee of 1,000 EUR for loss of rental income. This fee is not intended to cover any damage to the rented goods.

Liability for damage

The co-contractor is liable for all damage, theft and wear and tear caused during the lease of the goods, which constitutes on obligation of result for the co-contractor. The co-contractor will thus bear the risk for loss of the goods, for the full duration of the lease period, even in case of force majeure. The co-contractor is therefore also liable for all damage caused to third parties. The co-contractor will indemnify MACHINERY RESALE and not hold MACHINERY RESALE liable if the co-contractor is held liable by third parties as a result of damage caused by the goods. MACHINERY RESALE is never liable, except in case of intent by MACHINERY RESALE.

The lessee undertakes to take out insurance covering any loss or damage to the rented goods. The lessee is therefore required to submit proof of this insurance to MACHINERY RESALE within two days.

Special provisions

The co-contractor has the obligation to inform MACHINERY RESALE within 24 hours in case of pre-bankruptcy (gerechtelijk akkoord/concordat judiciaire).

Buying – Sales

Warranty

In order to be admissible, any complaint regarding visible defects of a delivery must be reported in writing and within a period of 2 calendar days from delivery. Once this period has expired, the delivery will be considered as accepted and free from visible defects. The warranty regarding material and construction defects, which cannot be detected at the time of delivery, is limited to a period of six months after delivery. MACHINERY RESALE’s warranty obligations shall not exceed the warranties of the manufacturer or supplier under any circumstances, both regarding visible and hidden defects. For this reason, if the warranty obligations granted by the manufacturer or supplier are lower than MACHINERY RESALE’s, MACHINERY RESALE’s warranty obligations will be reduced to match those of the manufacturer or supplier.

The warranty obligation does not exempt the co-contractor from payment. In case a complaint is deemed to be well-founded and the payment conditions have been met, MACHINERY RESALE’s warranty obligation is limited to providing a free replacement for the parts found to be defective, except for all claims for damages due to loss. The warranty expires if persons, who are not MACHINERY RESALE staff or who were not permitted to do so by MACHINERY RESALE, attempt to set up or repair the goods. These provisions do not apply to second-hand equipment, which is sold without any guarantee and accepted upon receipt. If the co-contractor fails to meet any of his obligations, MACHINERY RESALE is automatically and definitively relieved of any warranty obligations vis-à-vis the co-contractor.

Retention of title

Until full settlement of the payments owed by the co-contractor, MACHINERY RESALE reserves the ownership of all goods supplied, as surety for the payment of all amounts owed to MACHINERY RESALE by virtue of the purchase agreement. Pending full payment of the goods delivered, the co-contractor will not be able to alienate, borrow, pledge, rent out or take out a mortgage on the goods. MACHINERY RESALE is entitled to exercise its property rights, for the goods referred to in paragraph 1, at any time and to take possession of such goods. If MACHINERY RESALE takes back these goods, the co-contractor shall be liable for the related costs for MACHINERY RESALE. Furthermore, MACHINERY RESALE has the right to recover the cost of any damage to the goods from the co-contractor.

Joint provisions for Rental – Leasing and Sale - Sale

Transport

Transport of the goods shall always be provided at the expense and risk of the co-contractor. The co-contractor must always provide sufficient room for deliveries and pick-ups to occur. The co-contractor must ensure that he (or a designated person) is able to take delivery of the goods. If there is no one present, the co-contractor authorises MACHINERY RESALE to leave the relevant goods at the site of delivery. However, the liability in case of damage always rests on the co-contractor from the time of delivery, and as the case may be, until the end of the lease period. The transport costs are always to be borne by the co-contractor. Waiting times will be charged.

Acceptance and protesting of invoices

Invoices are deemed to have been fully accepted in the absence of a registered protest within 5 calendar days of the invoice date, without prejudice to previous (tacit or implied) acceptance.

Payment conditions

Subject to proof of the contrary, each invoice will be deemed to have been received by the customer on the third working day after the invoice date. Invoices are payable in cash, at the head office of MACHINERY RESALE, without discount. In case of non-payment of the invoices within the time limit provided, 1% interest per month will be owed on the outstanding invoice amount, by operation of law and without prior notice. Failing full payment of the invoice at maturity, an additional flat-rate amount in damages of 12% of the invoice amount will be owed, with a minimum of €200, by operation law and without prior notice.

Insurance

MACHINERY RESALE hereby declares that it has taken out third-party operation liability insurance under the general and special conditions of Policy 45.317.749 with Ethias, whereby the pecuniary consequences of its third-party liability for damage caused to third parties as a result of the performance of its activities are insured. The insured amounts are 1.5 million EUR for physical and property damage mixed per damage claim, including damage caused by fire, smoke, water and explosion.

By signing this agreement, the co-contractor waives any recourse vis-à-vis MACHINERY RESALE for all damage exceeding the insured amounts and for which MACHINERY RESALE could be held liable. The co-contractor will, if so desired, inform his/her own insurance company of this and ask said insurance company to issue a waiver vis-à-vis MACHINERY RESALE for all damage caused by fire and explosion exceeding the amount insured by MACHINERY RESALE and for which MACHINERY RESALE could be held liable.

For a machine which is the subject of a rental contract which is insured against machine breakage, a waiver vis-à-vis the co-contractor was provided. The insurance excess in the policy is at least 1250 EUR (20% of the damage) and max 3125 EUR, and will always be borne by the co-contractor. In case of serious breach, the co-contractor will be fully liable for the compensation.

Liability

In no event shall MACHINERY RESALE be held liable for indirect damages such as commercial or financial losses, loss of reputation, profit or loss of turnover, loss of customers and losses resulting from legal action taken by third parties against the customer. The customer is solely responsible for the proper use of the product, taking into account the specifications and instructions of MACHINERY RESALE. MACHINERY RESALE shall only be liable vis-à-vis the customer for the actual damage suffered and proven resulting from the obligations entered into with MACHINERY RESALE as a result of the agreements, thus excluding any other implied or non-written obligations. MACHINERY RESALE shall not be liable for any direct or indirect damage for which MACHINERY RESALE has not expressly accepted liability in these terms and conditions.

The co-contractor shall not hold MACHINERY RESALE liable in this respect for all claims by third parties.

Clause on jurisdiction and applicable law

This entire agreement is governed by Belgian law. Any dispute that may occur between the parties about the agreement shall be fall solely under the jurisdiction of the courts that have jurisdiction for the registered office of MACHINERY RESALE.

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