SPANTECH GENERAL TERMS AND CONDITIONS OF RENTAL
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Date of last revision: 22.01.2020
Deze algemene voorwaarden zijn in het Engels opgesteld. Indien u het Engels niet begrijpt, neemt u contact op met Spantech (via firstname.lastname@example.org) alvorens de applicatie ervan te aanvaarden om een vertaling of een verklaring in het Nederlands te krijgen. Door deze algemene voorwaarden te aanvaarden, verklaart u uitdrukkelijk Engels en de inhoud van deze algemene voorwaarden te begrijpen.
Les présentes conditions générales sont établies en anglais. Si vous ne comprenez pas l’anglais, veuillez prendre contact avec Spantech (via email@example.com) avant d’en accepter l’application pour recevoir une traduction ou une explication en français. En acceptant ces conditions générales, vous déclarez expressément comprendre l’anglais et le contenu des présentes conditions générales.
Diese allgemeinen Geschäftsbedingungen sind in Englisch verfasst. Wenn Sie kein Englisch verstehen, kontaktieren Sie bitte Spantech (über firstname.lastname@example.org), bevor Sie die Anmeldung annehmen, um eine Übersetzung oder Erklärung in Deutsch zu erhalten. Mit der Annahme dieser allgemeinen Geschäftsbedingungen erklären Sie ausdrücklich, dass Sie die englische Sprache und den Inhalt dieser allgemeinen Geschäftsbedingungen verstehen.
Estos términos y condiciones se establecen en inglés. Si no entiende el inglés, póngase en contacto con Spantech (via email@example.com) antes de aceptar la solicitud para recibir una traducción o explicación en francés. Al aceptar estos términos y condiciones generales, usted declara expresamente que entiende el inglés y el contenido de estos términos y condiciones generales.
The rental of any products or goods, tents or other objects (the "Product"), by Spantech International NV/SA, whose registered office is located at 1030 Schaerbeek, Diamondlaan, 156, registered with the Brussels register of legal entities under number 0849.280.728, or one of its subsidiaries, namely Spantech SAS (France), Spantech GmbH (Germany), Spantech Far East Ltd (Dubai), I-Novation Inc. (USA) ("Spantech"), to any client (the "Client"), is governed by the present general terms and conditions of rental (the "General Terms and Conditions").
The General Terms and Conditions are the only applicable terms and conditions and exclude any general and special terms and conditions of the Client, unless they are expressly, in writing and in advance accepted by Spantech.
Certain Products on the website and in any brochures or advertising statements of any kind may differ slightly from the actual executions in terms of weight, dimensions, colours, performance, quality characteristics, etc. The information on this website and in any advertising material is purely indicative and does not constitute a contractual offer that may bind Spantech and its subsidiaries or affiliates. Please contact us for precise information regarding prices, product specifications, delivery times, general terms and conditions of sale or rental and the extent of our guarantees.
Upon reception of a request from a Client, Spantech shall as soon as reasonably possible either (i) provide the Client with a quotation or (ii) ask for additional information which would be required in order to issue a quotation.
The quotation shall include the following information:
(i) the description and technical specifications of the Product(s) that the Client wishes to rent (it being specified that the actual Product(s) and their technical specificities, such as weight, colour, dimensions, etc.) may slightly deviate from the information contained in the quotation);
(ii) the price for the rental of the Product(s) (the “Quotation Price”). Unless stated otherwise in the quotation and specifically requested by the Client, the Quotation Price does not include VAT, transport, shipping, delivery charges, packaging costs, civil engineering blocks or assembly costs. Any taxes generally due as a result of the rental contract, as well as all costs and fines arising from the Client's failure to comply with one or several of its contractual or extra-contractual obligations, shall be borne by the Client;
(iii) an estimate of the delivery terms.
Upon specific request from the Client, the quotation may also include the following information:
(i) price, description and, as the case may be, technical specifications, of any service(s) or material(s) other than the Product(s), requested by the Client.
Any other information contained in the quotation shall be for indicative purpose only.
The Client expressly understands and accepts that Spantech has the right to make any adjustments to the Quotation it would deem necessary or useful in order to improve the Product(s), or which would be the consequence of technical or material constraints.
3. ENTERING INTO OF THE AGREEMENT
The agreement between the Client and Spantech shall be entered into pursuant to the terms of the quotation and the General Terms and Conditions upon the fulfilment of the following conditions precedents:
(i) the communication to Spantech of the Client’s agreement, explicit and in writing, to the quotation and to the General Terms and Conditions; and
(ii) the payment by the Client of a first deposit of 35% of the rental price as specified below under article 5.
Any quotation issued by Spantech has a validity period of one month. If the abovementioned conditions precedent have not been fulfilled within one month as from the issuance of the quotation, the latter shall be deemed void and Spantech shall be entitled to issue a new quotation as the case may be.
Once the abovementioned conditions precedent have been timely fulfilled, the Client shall provide Spantech with all necessary technical information requested by Spantech which shall only then start the assembly and delivery process of the Product(s).
Spantech shall make its best efforts (obligation of means) to deliver the Product(s) within the periods mentioned in the quotation (it being understood that said periods only start after the Client has provided the necessary technical information requested by Spantech).
Spantech reserves the right to request a proof of the Client’s solvability at any moment before the full payment of the Product(s)’ price.
Any specific request for further services or products shall be made in writing by the Client and shall be subject to a separate quotation or invoicing.
As from the date of entering into of the agreement, the prices shall remain binding for Spantech unless, by reason of the Client wish, negligence or failure whatsoever, Spantech is not able to deliver the Product(s) within four months. In said case, and without prejudice to any other sanction provided by the General Terms and Conditions or by the law, Spantech reserves the right to make changes to the agreed prices if raw material prices, wages, transport costs, tax rates or other cost factors with a direct effect on Spantech’s calculation change by the time the order is executed.
4. TRANSPORT, DELIVERY AND ASSEMBLY
Once the Product(s) is/are available for delivery, Spantech will inform the Client and ask the Client whether the Product(s) should be delivered on site or at Spantech’s warehouses.
Should the Client opt for the on-site delivery, it shall indicate in writing the time and the exact location where it wishes the Product(s) to be delivered.
Upon request, Spantech shall provide the Client with a quotation for the transportation costs, it being understood that all transport, insurance or handling operations are at the Client's expense and risk. The Client may ask Spantech to use a specific transportation system or provider should it wish to.
In case of delivery organised by Spantech, the Client or one of its authorized representatives must be present on the assembly site for the delivery of the Product(s). It must indicate the exact location for the assembly of the Product(s).
The Client must also check the conformity and integrity of the Product(s) for potential visible defects upon delivery and exercise, if necessary, its recourse, immediately and in writing, against the carriers and/or against Spantech and refuse the delivery of said Product(s). Failing to do so, the Client shall be deemed to have accepted the Product(s) and shall have no further ground to complain in this respect about any apparent/visible defect.
Upon request, Spantech shall provide the Client with a quotation for the assembly costs and, upon acceptance by the Client of said quotation, take care of the assembly of the Product(s) on-site.
4.4. Transfer of risks
The risks are transferred to the Client:
(i) in case of delivery at Spantech’s warehouse, upon delivery;
(ii) in case of on-site delivery, if Spantech deals with the assembly of the Product(s), upon completion of said assembly;
(iii) in case of on-site delivery, if Spantech does not deal with the assembly of the Product(s), upon delivery.
In any event, the Product(s) shall always be at the risks of the Client during transportation.
If the Client does not take delivery of the Product(s), the transfer of risk takes place when the Client should have taken delivery of the Product(s) and the Product(s) may be stored at the Client’s costs and risks or rented and/or sold to other Clients.
5. PAYMENT TERMS
A deposit of 35% of the rental price specified in the quotation must be paid upon acceptance of said quotation by the Client. The balance (65%) and any other charges that may be applicable, must be paid on delivery of the Product(s) or, as the case may be, upon the specified due date of these charges which may be before delivery.
The invoice is payable in euros and at the head office of Spantech International SA/NV, namely at 1030 Schaerbeek, avenue du Diamant, 156.
Any invoice unpaid on its due date shall automatically and without notice of default entail the payment of late payment interest of 12% per year from the due date until full payment.
In addition, any invoice unpaid on its due date shall automatically and without formal notice entail the payment of a flat-rate penalty clause at a rate corresponding to 15% of the unpaid invoice with a minimum of 75 euros.
If payment is not made within the time limits set out above, Spantech may, as of right and without notice of default, at its sole discretion, (i) refuse to deliver the Product(s), (ii) refuse to assemble the Product(s) or (iii) proceed with the dismantling of the Product(s) if it has already been assembled.
6. CLIENT’S OBLIGATIONS IN RELATION WITH THE PRODUCT(S)
The Client must respect the following obligations either before, during or at the termination of the rental period of the Product(s).
6.1. Obligations to be complied with at the latest upon delivery
The following obligations must be complied with by the Client at the latest upon delivery.
Without prejudice to any other provision in the following subsections, failing to comply with any of these obligations entitles Spantech to not deliver or assemble the Product(s), and/or store the Product(s) at the Client’s costs and risks and/or rent or sell it/them to other clients, it being specified that in any such case the total rental price remains due by the Client. Furthermore, the Client will be exclusively liable for any damage, loss, cost or prejudice whatsoever, incurred by any natural or legal person and which could have been avoided should the delivery obligations have been complied with. In particular, it shall indemnify Spantech and any of its representatives, employees, workers, etc., for any prejudice they incur and hold the same harmless of any liability and/or damages relating thereto.
6.1.1. Obligation to obtain authorisations, permits or any other documents imposed by the authorities
The Client must obtain the authorisations, permits and any other documents imposed by the authorities for the placement of the Product(s), the interior layout of the Product(s) and the location of exits, emergency lighting and/or fire extinguisher.
6.1.2. Obligation to insure the Product(s)
The Client has the obligation to cover the rented Product(s) against theft, fire and any other event that may lead to their liability or any damages to the Product(s) by a proper insurance policy. A copy of the insurance certificate will be sent to Spantech by the Client before delivery of the Product(s) and Spantech reserves the right to refuse the delivery of the Product(s) if the insurance policy is not deemed sufficient in comparison with the Product(s)’ value.
6.1.3. Obligation to check the underground and to communicate a detailed plan
The Client acknowledges that the assembly of the Product(s) involves certain technical requirements, among others in terms of fixation of part or all of the Product(s) to the ground, with notably some fasteners that go down to two metres under the surface of the ground. It is hence of the utmost importance that the Client ensures that the underground of the land where the Product(s) will be assembled does not contain any obstacle such as cables or conduits.
If Spantech is taking care of the Product(s)’ assembly, the Client undertakes to send a detailed and accurate plan of the underground at least eight days before the date of installation, by email to their contact person for Spantech with acknowledgment of receipt.
6.1.4. Obligation to check the size of the land
The Client has the obligation to verify that the land intended to accommodate the Product(s) is sufficiently large. Spantech cannot be held liable if the Product(s) cannot be erected due to a miscalculation on the part of the Client.
6.2. Rental obligations
The following obligations must be complied with by the Client from the moment of the delivery of the Product(s) until the end of the rental period.
The Client will be exclusively liable for any damage, loss, cost or prejudice whatsoever, incurred by any natural or legal person and which could have been avoided should these obligations have been complied with. In particular, it shall indemnify Spantech and any of its representatives, employees, workers, etc., for any prejudice they incur and hold the same harmless of any liability and/or damages relating thereto.
6.2.1. Obligation to maintain the Product(s) in a perfect working condition
The Client has the obligation to ensure regular maintenance of the Product(s) in order to keep the Product in a perfect working condition and to clean the Product(s) every day at its own costs. The Client has the obligation to protect the Product(s) in particular in the event of strong winds and heavy rain between the end of assembly and the start of dismantling. If the Product(s) is/are assembled by the Client or a third party, such an obligation exists as soon as the Product(s) has/have left Spantech's warehouse. The Client must ensure that the ropes are sufficiently taut and remain properly fixed, that the attachment clamps do not move and that the ballast is sufficient.
6.2.2. Information obligations
(i) The Client has the obligation to immediately inform their Spantech contact by e-mail, telephone or any other rapid means insuring that Spantech receives the information:
- in the event of wind blowing at more than 95 km/hour, in order to allow Spantech to urgently dismantle the Product(s);
- in the event of tearing of the Product(s) or one of its elements by the Client, in order to allow Spantech to urgently dismantle the Product(s);
- in the event of danger of damage, breakdowns, accident, collapse, fire or any other kind of loss.
The Client will send, by registered letter with acknowledgement of receipt, a complete report of the event within 24 hours of its occurrence.
In the event of the occurrence of an event that has damaged the Product(s), the Client will not proceed with the cleaning of the premises and will leave everything in the same state until Spantech or its experts arrive.
(ii) If the Product(s) is installed on land or in a building that does not belong to the Client, the Client is obliged to inform the owner of the land or building in advance, by registered letter with acknowledgement of receipt, that the Product(s) belong(s) to Spantech. A copy of this registered letter with acknowledgement of receipt must be given to Spantech before delivery of the Product(s).
6.3. Obligations of result
Without prejudice to the other obligations imposed on the Client in the General Terms and Conditions or in the accepted quotation, the obligations of the Client set out in this Article 6 are all obligations of result.
The Client expressly acknowledges that, among others, it is prohibited:
- to write by any means whatsoever on the Product(s), to drive nails, pins into the Product(s), to cut electric cables, tarpaulins, floors, carpets, etc.,
- to carry out installations in the Product(s) before the completion of the assembly,
- to weigh down the wall cables with posters or other material,
- to stick stickers on the tarpaulins, to remove Spantech's advertising on the Product(s) or to hide it,
- to modify the lighting installation provided by Spantech,
- to carry out interior installations within 0,5 meters of the tarpaulins of the Product(s)' roof,
- to store harmful, flammable or explosive elements in or near the Product(s); these shall be deposited in a place inaccessible to the public and at least 50 metres from the Product(s). Protective equipment shall be installed near the storage area in accordance with legal regulations,
- to modify, move or transform the Product(s) assembled and installed by Spantech, even in case of force majeure, except as agreed in writing by Spantech.
8. DISASSEMBLY, RETURN OF THE PRODUCT(S) AND POTENTIAL DAMAGES
8.1. Disassembly by Spantech
Upon request, Spantech shall provide the Client with a quotation for the disassembly costs and, upon acceptance by the Client of said quotation, take care of the disassembly of the Product(s) on-site.
In that case, the Product(s) must be clean and in a perfect state and the Client or one of its authorised representatives must be present during the disassembly of the Product(s) on the day and at the time specified by Spantech.
8.2. Disassembly by the Client
The Client must disassemble, clean and return the Product(s) in a perfect state to the location and on the day and at the time specified by Spantech.
If the Product(s) is not returned on time, the Client shall be liable to pay a daily fee corresponding to the daily rental price of the Product(s) plus 50%, it being understood that Spantech reserves the right to then disassemble, clean and transport the Product(s) at the Client’s costs.
8.3. Condition of the Product(s)
Spantech will check the condition of the Product(s) in the presence of the Client or one of its authorised representatives, either on-site when Spantech takes care of the disassembly or at the location specified by Spantech when the Client takes care of the disassembly, and will note any loss, damage or deterioration which will be then be invoiced to the Client. In the event of the Client's absence, Spantech's findings will be deemed to be contradictory and accepted by the Client without the latter being able to raise any dispute.
In the event of damage to the Product(s) or loss of certain elements composing the Product(s), Spantech will invoice the Client for the cost of the repair or the lost elements. The Client is obliged to formulate any remarks within eight days of receipt of this invoice. If no reaction is received within this period, the invoice shall be deemed accepted.
8.4. Transfer of risks
The risks are transferred to Spantech:
(i) in case of disassembly by Spantech, upon the end of the disassembly;
(ii) in case of disassembly by the Client, upon return of the Product(s) to the location on the day and at the time specified by Spantech.
In any event, the Product(s) shall always be at the risks of the Client during transportation.
If Spantech, upon its sole discretion, considers that there is a potential or actual danger in maintaining the Products assembled, as a consequence of, for example, a lack of maintenance by the Client, or extreme (weather or other) conditions (the “Danger”), Spantech is entitled to unilaterally prohibit the use of the Product(s), order the evacuation the Product(s) and its surroundings and/or disassemble the Product(s). The Client undertakes to follow Spantech’s request and instructions in this respect. If the Danger is the consequence of a negligence by the Client, the total rental price remains due by the Client.
Without prejudice to the insurance policy that must be taken by the Client pursuant to article 6.1.2, the Client expressly agrees to hold Spantech harmless against all liabilities, claims and damages of or to the Client itself or any third party, due (i) to imperfect installation, improper use of or repairs by the Client or any third party to the Product(s) or (ii) to the Product(s) itself once the transfer of risks referred to in article 4.4 took place, except in case of gross negligence or fraud by Spantech.
Spantech shall only be liable to the Client for damages or losses directly resulting from Spantech’s breach of the General Terms and Conditions. Spantech’s total liability shall in no event exceed the rental price paid by the Client and Spantech shall in no event be liable for any damages or losses based on, arising out, with respect to or by reason of the Client’s criminal, wilful or grossly negligent action or omission with the Product(s) or in connection with its obligations pursuant to the General Terms and Conditions.
Spantech shall in no event be liable to the Client or to any third party for any indirect, consequential, special, or incidental damages, loss, corruption or damages, loss of profits or loss of business for any matter related to the General Terms and Conditions, the Product(s), or any other products or services provided by Spantech, even if Spantech was advised of the possibility of such damages or if such possibility was reasonably foreseeable.
Nothing in these General Terms and Conditions shall exclude or restrict the liability of a Party for its gross negligence, wilful misconduct or fraud.
Any exclusion or limitation set forth herein shall apply to the maximum extent permitted by applicable law.
11. FORCE MAJEURE
Spantech cannot be held responsible in the event of force majeure affecting Spantech or one of its subcontractors or suppliers. A case of force majeure exists in particular in the event of war, riot, strike, lock-out, interruption of transport, fire, liquidation, bad weather, dam, demonstration, calamity, accidents, power failure, or other cases of force majeure interrupting or rending impossible the delivery or the assembly of the Product(s) or more generally the execution of the rental contract.
Both parties can terminate the contract within twenty (20) days following a default letter by registered mail explaining the above-mentioned event taking place should said event lead to a delay in delivery of more than two months beyond the agreed deadline. Further claims are excluded.
12. DOCUMENTS AND INTELLECTUAL PROPERTY RIGHTS
All plans, studies and documents drawn up by Spantech remain its property, may not be transmitted to third parties without its written authorisation and must be returned to it on its simple request.
All intellectual property rights relating to the Products, models, designs, the brand and the Spantech logo, remain at all times the exclusive property of Spantech and, where applicable, its licensors. If the Client, despite any prohibition, modifies or creates derivative works of Products, Spantech shall be the owner of all rights, title and interest, including intellectual property rights, in such modifications and derivatives and the Client hereby assigns such rights, title and interest in case of modifications and derivatives to Spantech, at no cost to the Client.
13. EXPRESS RESOLUTORY CLAUSE – TERMINATION
The agreement between the parties is entered into upon the fulfilment of the conditions precedent mentioned under Article 3. It shall in principle terminate automatically on the termination date specified in the quotation and cannot be unilaterally terminated except in the cases provided for in this article.
The rental period shall start upon delivery of the Product(s) and end at the earliest either at the termination of the agreement or upon return of the Product(s).
Each party may however decide to terminate the agreement at all times, with immediate effect, without prior notice or indemnification, in the event of bankruptcy (or filing of a petition in bankruptcy), judicial reorganisation, liquidation or dissolution of the other party. Such termination shall not have retroactive effect.
Each party can terminate the contract or suspend its obligations at all times, in the event the other party would be in breach of one of its obligations arising from the contract and would fail to remedy such breach within twenty (20) days following a default letter by registered mail to correct the deficiency. Such termination shall be without retroactive effect.
Spantech may furthermore terminate the contract or suspend its obligations at all times, with immediate effect, without prior notice, in the event of non-payment by the Client on a due date or in the event of a serious breach by the Client of one of its contractual obligations. Such termination shall be without retroactive effect.
14. RIGHT OF WITHDRAWAL (ONLY FOR CONSUMERS)
When the Client is a consumer and the contract is concluded at a distance or outside Spantech's facilities, the Client benefits from a right of withdrawal provided for in articles VI.47 and following of the Belgian Code of Economic Law.
The exercise of this right must be notified to Spantech by means of the form in the appendix or in any equivalent wording, sent unambiguously, within 14 days of signing the quotation/delivery.
No right of withdrawal may be exercised for the supply of goods made to the Client's specifications or clearly personalised, nor, in the case of service contracts, after the service has been fully executed if the execution has begun with the prior express consent of the Client, who has also acknowledged that he will lose his right of withdrawal once the contract has been executed by Spantech.
In the event of exercising the right of withdrawal, the Client must return to Spantech, within 14 days of exercising his right, the Products in perfect condition, in their original packaging, unused and complete. Otherwise, Spantech will invoice the Client for the actual devaluation of the Products. All transport costs, as well as the risks related to the return, are at the expense of the Client.
15. SUBCONTRACTING AND ASSIGNMENT
Spantech may subcontract all or part of the obligations arising from the rental contract to a third party and assign all or part of the rental contract without the Client's consent. In that case, the specifications given on the quotation to the Client remain applicable.
The Client may not assign its rights on the Product(s) or sublease the Product(s) without the prior written consent of Spantech nor enter into a pledge agreement or any other pledge or security on the Product(s). The Product(s) is/are and remain(s) the exclusive property of Spantech.
16. PERSONAL DATA
17. MODIFICATION AND NULLITY
Spantech reserves the right to amend the General Terms and Conditions. Any modification will be notified to the Client, who will be bound by any modifications that they have not refused within twenty days of notification of the same.
The nullity or inapplicability of one of the clauses of the General Terms and Conditions cannot affect the validity or applicability of the other clauses. If any provision of the Terms and Conditions is invalid, unenforceable or contrary to applicable law, such provision shall be automatically limited or modified to make it valid or enforceable to the fullest extent permitted by applicable law, and all other provisions of the Terms and Conditions shall remain in full force and effect.
18. APPLICABLE LAW AND JURISDICTION
The rental of Product(s) and the General Conditions are subject to Belgian law. Any dispute whatsoever shall be the exclusive competence of the courts of Brussels.
If you have any questions regarding the General Terms and Conditions or their implementation, please contact your contact person at Spantech.
FORM EXAMPLE (RIGHT OF WITHDRAWAL)
To the attention of [identity of the concerned Spantech entity that sent the quotation]
I, [name and address], hereby notify my right of withdrawal in relation with Product [XY], ordered/received on [date].
[Date and signature].