General terms and conditions of sale of The Mobile Perimeter Protection Group B.V., Heras Temporary Protection and Heras Mobile Fencing & Security

  • Filed with the Chamber of Commerce and Industry in Eindhoven, Number 17051554 *

1. Applicability conditions

  1. These general terms and conditions of sale apply to all The Mobile Perimeter Protection Group B.V. (“HMF & S”) and offers issued under its trade names, as well as agreements to be concluded and concluded between HMF & S and the buyer (“customer”). Deviations and / or amendments to these general terms and conditions are only binding for the parties if they have been agreed in writing.

2. Formation of sales agreement

  1. The agreement with the customer is concluded after confirmation by HMF & S or because HMF & S commences the execution of the agreement.

3. Prices

  1. All prices are in euros and exclusive of VAT.
  2. HMF & S is entitled to pass on cost price increasing factors such as levies, taxes and surcharges to the customer.

4. Payment

  1. Payment must be made within 30 days of the invoice date.
  2. In the absence of payment within 30 days of the invoice date, the customer is in default by operation of law and owes HMF & S default interest of 1.5% per month with immediate effect.
  3. In the absence of payment within 30 days of the invoice date, the customer will also owe HMF & S compensation for extrajudicial costs. The compensation for extrajudicial costs is 15% of the outstanding amount, with a minimum of € 250.00.
  4. Suspension and settlement by the customer of claims of HMF & S on the customer is excluded.
  5. Complaints with regard to invoices must be submitted to HMF & S in writing, stating reasons, within 5 working days of the invoice date, failing which the customer can no longer invoke any inaccuracies in the invoices.
  6. HMF & S is at all times entitled to set off all claims of the customer against HMF & S that can be valued in money against claims of HMF & S and the companies directly or indirectly affiliated with HMF & S against the customer in any way whatsoever.
  7. If the customer is in any way part of a group of companies, the customer within the meaning of this article also includes all companies belonging in any way to that group.

5. Delivery

  1. Goods are delivered to the customer at the location indicated in the order confirmation. The costs associated with the delivery are at the expense of the customer.
  2. If no one is present on delivery to receive the goods, or if this is not possible due to a location that is poorly accessible, then HMF & S has the right not to deliver them, without prejudice to its right to payment of the purchase price. The customer will then also have to pay the transport costs incurred and any subsequent transport costs. If delivery is made - and no one is present on behalf of the customer for receipt - the quantities and condition of the goods noted by the driver are binding.
  3. From the moment of delivery, the goods and their use are at the expense and risk of the customer.
  4. The customer is obliged to insure the goods against theft and to make the policies of these insurance policies available to HMF & S for inspection on first demand, until the customer has fulfilled all payment obligations.
  5. HMF & S has the right to make partial deliveries without it becoming liable for damages or without the right to terminate the agreement.

6. Retention of title

  1. Subject to the provisions of paragraphs 2 to 11 of this article, ownership of the goods will transfer to the customer at the time of delivery or delivery referred to in article 5, paragraph 1, or the moment at which they are collected.
  2. HMF & S reserves the ownership of all goods delivered or delivered by it to the customer - paid and unpaid - by virtue of the (rental) purchase agreements concluded by it and related services.
  3. If, within the framework of these agreements, HMF & S performs or will perform work to be paid by the customer for the benefit of the customer, the aforementioned retention of title applies until the customer has also paid these claims of HMF & S in full. The retention of title also applies to the claims that HMF & S has or may acquire against the customer due to failure - or dissolution of the agreement - by the customer in one or more of his obligations under the aforementioned agreements towards HMF & S.
  4. As long as the ownership of the goods delivered or delivered has not passed to the customer, the customer may not pledge the goods or grant any other right to them to a third party, subject to the provisions of the seventh and eighth paragraphs of this paragraph.
  5. On goods delivered or delivered that have passed into the ownership of the customer and are still in the hands of the customer, HMF & S hereby reserves the right of pledge as referred to in Article 3: 237 of the Dutch Civil Code as additional security for all claims. that HMF & S, for whatever reason, may still have against the customer. HMF & S is entitled at all times and is hereby irrevocably authorized by the customer to perform the acts required to establish this right of pledge (including explicitly establishing the right of pledge by authentic or registered private deed) and also to act on behalf of the customer. . The customer undertakes to cooperate with this pledge without delay at the request of HMF & S.
  6. The customer is obliged to keep the goods delivered under retention of title with due care and as recognizable property of HMF & S. The customer is obliged to insure the goods against fire, explosion and water damage as well as against theft for the duration of the reserved property and to make the policies of these insurance policies available to HMF & S for inspection upon first demand. As soon as HMF & S indicates that it wishes to do so, all claims of the customer against the insurers of the goods under the aforementioned insurance policies will be pledged to it by the customer in the manner indicated in Article 3: 239 of the Dutch Civil Code, as additional security for the claims of HMF & S against the customer. The last two sentences of paragraph 5 of this article apply.
  7. If the customer complies with his payment obligations towards the General Terms and Conditions of Sale of The Mobile Perimeter Protection Group B.V., Heras Temporary security and Heras Mobile Fencing & Security Filed with the Chamber of Commerce and Factories in Eindhoven, Number 17051554 www.heras-mobile.com HMF & S is inadequate or HMF & S has good ground to fear that the if the customer fails to fulfill those obligations, HMF & S is entitled to take back the goods delivered under retention of title on its own authority and without any liability towards the customer. After repossession, the customer will be credited for the market value, which can in no case be higher than the original purchase price, less the costs incurred for repossession.
  8. The customer is permitted to sell and transfer the goods delivered under retention of title to third parties in the normal course of his business. When selling on credit, the customer is obliged to stipulate a retention of title from his buyers on the basis of the provisions of this article.
  9. The customer undertakes, as soon as HMF & S expresses the wish to do so, not to assign or pledge claims it obtains against its customers, insofar as the customer has not pledged them to its financing bank, to third parties without the prior written consent of HMF & S. The customer undertakes further, said claims, as soon as HMF & S requests indicates to this end that it will pledge to HMF & S in the manner indicated in Article 3: 239 of the Dutch Civil Code as additional security for its claims on whatever basis against the customer. The last two sentences of paragraph 5 of this article apply.
  10. Insofar as the retention of title of HMF & S on the delivered goods is nullified by accession or specification, the customer shall establish in advance a non-possessory pledge on the checking item or the item formed for the benefit of HMF & S, as security for all that the customer, from for whatever reason, is and will be due to HMF & S. The last two sentences of paragraph 5 of this article apply.
  11. The retention of title of HMF & S does not lapse upon payment to it by a third party who is subrogated in the claim of HMF & S on the customer.

7. Force majeure

  1. In the event of a force majeure situation as referred to in Article 6:75 BW, but in any case, but not exclusively, war or threat of war, terrorism, riots, strike, flood, fire, failure or failure of energy supplies, government measures and transport bans, both parties have the right to suspend their obligations for the duration of the force majeure situation, but not longer than one month.
  2. If performance is permanently impossible or a temporary impossibility continues for more than one month from the planned delivery, the parties have the right to dissolve (that part of) the agreement (which has not yet been performed), without either party being entitled to compensation. The customer is not entitled to dissolve the agreement with regard to already delivered affairs.

8. Liability

  1. HMF & S is only liable for damage suffered by the customer if the customer can demonstrate that there is intent or gross negligence on the part of HMF & S.
  2. HMF & S expressly excludes the customer's liability for consequential damage, which includes - but is not limited to - loss of profit, stagnation damage, labor costs, interest costs and repair costs, transport costs or fines.
  3. Liability for damage is in any case expressly limited to the amount that the insurance pays out in the case in question, plus the deductible. If for whatever reason no payment is made under the insurance, liability for damage is expressly limited to the invoice amount excluding VAT.
  4. Damage is in any case understood to include damage due to failure, loss of termination and damage due to an unlawful act.
  5. Claims for compensation must be brought by the customer within 1 year after liability to be brought before the competent court specified in these terms and conditions. After the period referred to in paragraph the claim for compensation will be time-barred.

9. Check and claim

  1. The customer must immediately, but no later than 12 hours after delivery, thoroughly check the delivered goods for deviations such as defects, incorrect numbers or incorrect sizes and compare them with the order and shipping documents placed. Deviations must also be immediately reported in writing to HMF & S, failing which the delivery may be considered correct in fact and in law. In that case, the proof to the contrary rests on the customer.
  2. For non-visible defects - bearing in mind the first paragraph - the same conditions apply, on the understanding that the complaint term starts immediately but no later than 12 hours after discovery of the deviation.
  3. For all other complaints, such as incorrect invoicing, a complaint period of 5 working days after discovery of the complaint applies, failing which the invoice may be considered correct in fact and in law.

10. (consequences of) dissolution

  1. HMF & S is entitled to dissolve the agreement without legal intervention if the customer is declared bankrupt, applies for or obtains a moratorium, is admitted to the statutory debt rescheduling scheme or otherwise loses the power to dispose of his or her assets or parts thereof.
  2. The customer is not entitled to dissolve the agreement (possibly with regard to goods already delivered), unless HMF & S agrees to this.
  3. Due to the dissolution, the mutually existing claims become immediately due and payable. The customer is liable for the damage suffered by HMF & S, including loss of profit and transport costs.

11. Choice of law and choice of forum

  1. The purchase agreement is exclusively governed by Dutch law. The Vienna Sales Convention is explicitly excluded.
  2. All disputes between parties, arising from the agreement or directly or indirectly related to it, will be settled by the competent court in the place of business of HMF & S.

12. Authentic language and miscellaneous

  1. If these terms and conditions are also provided in a language other than Dutch, in the event of differences in interpretation or interpretation, the Dutch version of these terms and conditions will be decisive under all circumstances.
  2. If one of the above provisions is declared invalid or non-binding or annulled by a court, the other provisions will remain in force and in force between the parties. The invalid or non-binding part or the nullified provision must be interpreted as much as possible in accordance with the purport of the agreement (s) concluded between the parties and these terms and conditions.
  3. For cross-border transactions with non-Dutch customers, specific, deviating conditions may apply that will be determined separately with the customer.

General rental conditions of The Mobile Perimeter Protection Group B.V., Heras Temporary Security and Heras Mobile Fencing & Security

  • Filed at the Chamber of Commerce and Industry in Eindhoven, Number 17051554 *

1. Applicability conditions

  1. These general rental conditions apply to all offers issued and rental agreements concluded by CHR Mobile Fencing & Security (“lessor”) and under its trade names. Deviations and / or amendments to these general terms and conditions are only binding for the parties if they have been agreed in writing.

2. Establishment of lease agreement

  1. Rental agreements are only concluded after explicit acceptance by the lessor. This explicit acceptance is evidenced by the written order confirmation from the lessor or from the fact that the lessor is implementing the lease.

3. Duration of the lease

  1. Unless stipulated otherwise, the rental agreement is entered into for a fixed period, namely for the duration stated in the order confirmation and, failing that, in the quotation.
  2. The lease can only be extended in writing.

4. Rent

  1. All rental prices are stated in euros and are exclusive of VAT.
  2. When entering into the rental agreement, the rent is the amount stated on the order confirmation and, failing that, in the quotation.
  3. If the lease lasts longer than one year, the rent is adjusted annually to the rent based on the change in the monthly price index according to the consumer price index (CPI) Total Expenditure (2010 = 100), published by the Central Bureau of Statistics, by multiplying the rent applicable up to the date of adjustment by a fractional number, the numerator of which is the annual price index, valid for the last elapsed calendar year, and the denominator is the annual price index valid for the calendar year preceding that last elapsed calendar year.
  4. If the landlord's costs increase as a result of changes in law and / or regulations, the landlord is entitled to increase the rent in the interim.

5. Payment

  1. Payment of the rent must be made within 30 days of the invoice date.
  2. In the absence of payment within 30 days after the invoice date, the tenant is in default by operation of law and owes default interest of 1.5% per month to the lessor with immediate effect.
  3. In the absence of payment within 30 days of the invoice date, the tenant will also owe the lessor a compensation for extrajudicial costs. The compensation for extrajudicial costs is 15% of the outstanding amount, with a minimum of € 250.00.
  4. Complaints with regard to invoices must be submitted to the lessor in writing within eight days of the invoice date, stating the reason, failing which the tenant can no longer invoke any inaccuracies in the invoices.
  5. The lessor is at all times entitled to set off all claims of the tenant against the lessor that can be valued in money against claims of the lessor and companies (in) directly affiliated with the lessor in any way.
  6. If the tenant is in any way part of a group of companies, this - within the meaning of this article - also includes all companies belonging in any way to that group.

6. Delivery

  1. The rented property is delivered to the tenant at the location indicated in the order confirmation. The costs associated with the supply and removal of the rented property are at the expense of the tenant.
  2. If no one is present on delivery at the agreed time to receive the rented goods or due to poor or impossible accessibility of the location with normal transport, the lessor has the right not to deliver the rented goods, without prejudice to its right. upon payment of the rent. The tenant will then also have to pay the transport costs incurred and any subsequent transport costs. If delivery is made - and no one is present for receipt on behalf of the tenant - the quantities noted by the driver and the condition of the rented property are binding.
  3. From the moment of delivery, the rented property and the use of the rented property is at the expense and risk of the tenant.
  4. The tenant is obliged to insure the goods against theft for the duration of the agreement and to make copies of the policies of these insurance policies available to the seller / contractor for inspection on demand.
  5. The lessor has the right to deliver in parts without being liable for damages or without the right to dissolve the agreement.
  6. The tenant has received the rented property in a good state of repair upon delivery.
  7. The tenant has a duty to report to the landlord in the event of defects in the rented property upon delivery. A period of 24 hours applies for visible defects to the rented object and for non-visible defects 24 hours after discovery, in the absence of which the rented object delivered will be considered correct and in good condition.

7. Ownership

  1. Everything that is mounted or applied to the rented property by or on behalf of the tenant becomes the property of the lessor.
  2. The tenant is not authorized to dispose of the rented property, sublet it to third parties or (partly) give it to use, pledge it or otherwise encumber it, except with the prior written consent of the lessor.
  3. The tenant is obliged to take care of the rented goods as a good tenant and must return the goods in good condition. If this does not happen, the lessor is entitled to compensation, to the value of the current new price / sales price of the rented property.
  4. After compensation for the damage, the landlord will transfer ownership of the rented to the tenant.
  5. If the tenant fails to fulfill his payment obligations towards the landlord or if the landlord gives good reason to fear that the General rental conditions of The Mobile Perimeter Protection Group BV, Heras Temporary Security and Heras Mobile Fencing & Security Filed with the Chamber of Commerce and Factories in Eindhoven, Number 17051554 www.heras-mobile.com if obligations are breached, the lessor is entitled to immediately take back the rented and delivered goods. After repossession, the tenant will be credited for any rental installments that have already been overcharged, less the costs incurred for the repossession and the damage that the lessor suffers as a result of invoking the retention of title.
  6. If the landlord claims the goods as its property, the tenant is obliged to indicate the place where the goods are located immediately and without any obstruction and the tenant grants permission for the land and buildings concerned ) to take back the goods.

8. Use

  1. The tenant will take care of the rented property as a good tenant, secure it effectively and only use it in accordance with its intended purpose, all this with due observance of the operation and handling instructions.
  2. The tenant undertakes to allow the rented property to be used only by persons who have the required expertise (for installing and using the rented property) and to follow the instructions provided by the lessor.
  3. The tenant will not use the rented property outside the location as stated in the order confirmation, except with the prior written consent of the lessor, under penalty of reimbursement of the costs incurred by the lessor.
  4. The tenant is obliged to immediately inform the landlord in writing if he observes or could have established any defect or damage to the rented property.
  5. If the tenant does not offer the rented property in the agreed manner at the end of the tenancy agreement, is not present himself or otherwise fails in the handling of the tenancy agreement, the lessor is entitled to compensation for the costs incurred (such as extra man hours. , transport costs, etc.) without prejudice to the right to other compensation (loss or damage to goods). If the rented object is taken back at the agreed time, - if the renter or someone on his behalf is not present - the quantities noted by the driver and the condition of the rented property are binding.

9. Inspection, maintenance and repair

  1. The tenant undertakes to make the rented property available for inspection at the first request of the lessor. The tenant gives the landlord permission in advance to enter the buildings and sites of the tenant to inspect or take back the rented property.
  2. Upon request and on first request, the tenant will make the rented property available to the lessor in a clean and prescribed state for inspection, maintenance and / or repair to be carried out by the lessor. The tenant will make this available in a space suitable for these activities.
  3. The tenant will not carry out any repairs or have them carried out other than with the prior written consent of the lessor. If the lessor has not given permission for repairs to be carried out, the repairs are entirely at the expense and risk of the tenant.

10. Force majeure

  1. Landlord has the right to suspend the fulfillment of his obligation for one month and will not be in default if he is in default as a result of circumstances beyond his control and / or change in circumstances that could reasonably be expected at the time of the conclusion of the agreement. unforeseeable is prevented from fulfilling its obligations.
  2. If performance is permanently impossible or a temporary impossibility continues for more than one month from the planned delivery, the parties have the right to dissolve (that part of) the agreement (which has not yet been performed), without either party being entitled to compensation.

11. Liability

  1. Landlord has taken out legal liability insurance for the rented property. The applicable own risk of this liability insurance is at the expense of the tenant. In the case of repetitive damage, it may be that an excess is borne by the tenant for each damage incident.
  2. In the event of damage occurring to or caused with or by the rented property, the tenant must report this in writing to the lessor within 48 hours of discovery.
  3. In the event of intent or willful recklessness on the part of the tenant, employees of the tenant and / or auxiliary persons engaged by the tenant, the damage suffered will be recovered from the tenant on the basis of the third-party insurance.
  4. The tenant is liable towards the landlord for all damage to the rented property, including damage due to theft, embezzlement and alienation; even if there is no fault on the part of the tenant. For that reason the tenant must take out insurance against this.
  5. The tenant is liable towards the landlord for all damage caused and / or caused by the rented property and / or the use of the rented property. The tenant indemnifies the landlord against claims from third parties for compensation for damage caused and / or caused by the rented property and / or through the use of the rented property.
  6. The liability of the lessor is limited to the amount that is paid out in the relevant case under the liability insurance taken out by the lessor, also bearing in mind paragraph 1 of this article, except insofar as the damage is the result of intent or deliberate recklessness on the part of the lessor. .
  7. Compensation is only eligible for damage suffered by the tenant that is directly and exclusively the result of defects in the rented property attributable to the lessor, insofar as the lessor is insured for that damage or should reasonably have been insured.
  8. Consequential damage is not eligible for compensation, including interruption damage and lost profit and damage caused by intent or willful recklessness of the tenant, employees of the tenant and / or auxiliary persons engaged by the tenant.
  9. When renting mobile fences and other security matters, the lessor is not liable for damage caused to the secured object. The tenant is obliged to take out proper insurance for this.

12. Dissolution

The landlord has the right to dissolve the lease without prior notice of default if: the tenant does not, not timely or not properly fulfill his obligations under the lease, the tenant is filed for or declared bankrupt, the tenant files for suspension of payment, at the expense of the tenant the tenant is seized or the tenant otherwise loses all or part of the power of disposal over his assets or the landlord invokes the retention of title in accordance with the provisions of 7.5. In the event of termination of the lease, the tenant owes the landlord all original lease installments, without prejudice to the landlord's right to full compensation. All rental installments are immediately due and payable in the event of termination of the rental agreement. In addition, the tenant is obliged to to reimburse extrajudicial costs to the lessor in accordance with the provisions of 5.3.

13. Assignment of rights and obligations

The lessor has the right to transfer the ownership of the rented object and its rights and obligations under the lease to a third party. The tenant now declares to agree with such a transfer.

14. Choice of law and choice of forum

  1. The lease is exclusively governed by Dutch law.
  2. All disputes between the parties, arising from the lease or directly or indirectly related to it, will be settled by the competent court in the landlord's place of business.