General terms and conditions of delivery DutchCabinGroup Holding B.V.
Article 1 - Definitions
1.1 In these terms and conditions, the following definitions shall apply:
a) Entrepreneur: the (legal) person who declares these terms and conditions applicable in the context of an offer to or Agreement with a Counterparty;
(b) Other Party: the party renting or purchasing a Product from Entrepreneur;
c) Other Party being a consumer: the natural person not acting in the exercise of a profession or business who purchases a Product from Entrepreneur and enters into an Agreement (at a distance) with it;
d) Product: one or more movable room(s) as offered by the Entrepreneur either by way of lease pursuant to Article 7:201 of the Dutch Civil Code or by way of purchase, which are suitable to be transported, set up and moved, including any accompanying accessories such as furniture and installed installations;
(e) Agreement: any written agreement referred to in Article 3.2 of these General Terms and Conditions;
f) Distance contract: an agreement under which, in the context of a system organized by the Entrepreneur for the distance sale of Products up to and including the conclusion of the contract, exclusive use is made of one or more means of distance communication;
(f) Parties: Entrepreneur and Other Party;
(g) Delivery Address: the first address specified in writing by the Other Party to the Contractor where the Product is to be delivered by the Contractor.
Article 2 - Applicability.
2.1 These General Terms and Conditions of Delivery apply to all offers/agreements (including more comprehensive agreements (contracting of work, etc.) that include purchase/sale) and the resulting commitments that the Operator enters into with its Counterparty in relation to a Product and/or to the provision of services by the Operator.
2.2 Third parties engaged in connection with the financing (e.g. on the basis of a leasing construction) shall not affect the applicability of these terms and conditions. The Contractor shall be entitled to invoke all terms and conditions against the third party engaged as well as against the actual user (both also referred to in this context as the "Other Party") of the Products. In doing so, the Contractor shall always be free to choose between the provisions relating to rental or those relating to sale.
2.3 The general terms and conditions have been drawn up in the Dutch language. Translations of the general terms and conditions are only indicative; the Dutch version prevails.
2.4 Provisions deviating from these General Terms and Conditions shall only be valid if expressly agreed in writing between the Parties.
2.5 If any part of the Agreement or the general terms and conditions is void or voidable, this shall not affect the validity of the remaining part of the Agreement and the general terms and conditions. Instead of the nullified or void part, in accordance with the provisions of Article 3:42 of the Civil Code, what would have been agreed between the Parties if they had been aware of the nullity or voidability shall apply.
Article 3 - Offer and formation of Agreement
3.1 Quotes from the Entrepreneur are without obligation.
3.2 If, following an offer, the Other Party wishes to rent or buy a Product and/or purchase services from the Company, the Company will, at the request of the Other Party, send a written offer to enter into an Agreement with a delivery date, specifications and/or drawings. Unless otherwise specified, this written offer is valid for six weeks and must be signed and returned by the Other Party within the applicable period, with which, on the date of receipt by the Company, the Agreement is concluded.
3.3 All Contracts are concluded subject to the availability of the Product, manpower and means of transport on the agreed delivery date.
3.4 Specifications, models, drawings, data and announcements by the Company regarding dimensions, capacity and other properties of the Product shown are provided in good faith but are only indicative. No rights may be derived therefrom by the Other Party, unless the Parties have expressly agreed otherwise.
Article 4 - Delivery
4.1 Unless otherwise indicated in writing by the Contractor, the Product is quoted for delivery ex the office address of the Contractor.
4.2 If the Contractor delivers the Product to a different delivery address at the request of the Other Party, all costs to and from the Delivery Address shall be borne by the Other Party. The Company is entitled to refuse a request to change the delivery address of the Other Party and to dissolve the Agreement out of court if the Other Party insists on the specified change.
4.3 If the Other Party wishes to have certain (safety) requirements observed upon delivery of the Product by the Company or any third parties engaged by it, it must notify the Company of this in writing in good time prior to delivery. The Contractor and/or third parties to be engaged by it shall only be obliged to comply with the (further) requirements set in advance by the Other Party in respect of the delivery of the Product to the extent that this can reasonably be required of them. All costs in connection therewith shall be borne by the Other Party. Failure to (fully) comply with the relevant requirements shall not constitute a reason for the Other Party to refuse or postpone its cooperation in the delivery of the Product.
4.4 Upon delivery by or on behalf of the Contractor, the Other Party shall ensure that the place where the Product will be placed is easily accessible and can be reached properly by the Contractor (third parties engaged), so that the placement of the Product can take place correctly, without delay and without damage.
4.5 If, upon delivery of the Product at the Delivery Address, it appears that the Product cannot be set up due to the fact that the terrain is not accessible or at least too small or is not suitable to serve as a set-up area for the Product due to any other cause, the Company shall be entitled not to deliver the Product. All damage suffered by the Contractor in connection with this shall be compensated by the Other Party.
Article 5 - Brand name protection
To protect the Company's brand name, the Other Party shall not be entitled to remove, obliterate, render illegible, alter or in any way cover name plates (including stickers) bearing the name or brand name 'DutchCabinGroup' on the outside of the Product.
Article 6 - (Government) regulations and permits
6.1 Unless expressly agreed otherwise in writing, the Other Party will be responsible, both upon and after entering into the Agreement, for requesting, obtaining and retaining all required exemptions, permits and consents from third parties in a timely and correct manner. The Other Party will provide the Contractor with a copy of the relevant permits/exemptions and/or consents upon first request.
6.2 If, on the agreed delivery date, the Product cannot be placed or services cannot be provided due to the lack of required permits and/or consent from third parties, the Contractor shall be entitled to all resulting costs (such as storage costs,
additional transportation costs, etc.) to the Other Party. Where appropriate, the Entrepreneur shall be entitled to dissolve the Contract with the Other Party out of court. All costs related to the dissolution will then be at the Other Party's expense.
Article 7 - Insurance
7.1 The Other Party shall be obliged to provide the Contractor with a copy of the relevant insurance policy prior to the agreed delivery date if the value of the Product (if possible specified in the Agreement) exceeds EUR 25,000. As soon as an event occurs for which the insurance has been taken out, the Other Party shall transfer its rights under the aforementioned insurance to the Contractor on demand.
7.2 If the Other Party fails to comply with the obligations of the preceding paragraph, the Company will be entitled to suspend the delivery of the Product and/or to dissolve the Agreement out of court. If the Company decides to suspend the delivery, this means that the effective date of the Agreement will be postponed until the moment when the Product is still delivered. All agreed amounts remain payable.
Article 8 - Price, default, penalty and (extrajudicial) costs
8.1 All amounts mentioned in these terms and conditions (including penalties) are exclusive of VAT.
8.2 If the Other Party agrees with the Contractor that the Contractor must perform services for the benefit of the Other Party or deliver items that are not specified in the written offer, all the costs thereof shall be borne by the Other Party. Unless expressly agreed otherwise, the Agreement concluded between the Parties therefore does not include: the costs relating to any earthwork to be carried out, calculations, the provision of the connection to utility companies, electrical looping and earthing, the installation of data lines, the installation of fire extinguishing equipment in the Product, the cleaning of the Product at the end of the lease, as well as the costs of all extra provisions that are installed in the Product by the Contractor and do not form part of the standard equipment (including, but not limited to: Any necessary probing, EPN standard and calculations, transportation costs (including costs of any detours and guidance), earthwork and foundation, (tele-)crane costs, driving plates, infrastructure, dues, on-site insurance, felling permit, building power and grounding for the Product to be installed, bottom edge finishing (edging boards), connecting pipes for gas, water, electricity and sewerage, sun blinds/shutters, meter box, fire, alarm and evacuation system, fire extinguishing equipment, costs of complying with additional requirements of Building and Housing Inspectorate, fire department, health and safety services and/or Municipal Health Department, painting water pipes and central heating pipes, arranging the building application or permit application, fees, ventilation calculations, facilities for the disabled, facilities for placing and connecting kitchen fittings, facilities for locking and accessibility of the location, coat racks, building fences, utility company sign-off, emergency lighting, coral matting, smoke detectors, door closers, rotary knob cylinders, system ceiling, leaf catchers). The aforementioned costs will be charged separately to the Other Party by the Company, unless the Parties have agreed otherwise.
8.3 Payment by the Other Party must be made within the period stated on the invoice. The Other Party shall be in default by the mere expiry of a specified term.
8.4 The Company reserves the right at all times to require security for timely payment with a view to both deliveries already made and deliveries yet to be made, and will be entitled - if in its opinion there is reason to do so - to suspend or not make deliveries as long as adequate security for payment has not been provided by the Other Party.
8.5 The Other Party shall owe compound interest of 1.25% per month (or part thereof) on all amounts not paid within the terms specified in the Agreement.
8.6 In all cases in which the Contractor issues a summons, notice of default or writ of summons to the Other Party, or in the event of proceedings against the Other Party to force it to perform the Contract (or to vacate/deliver the Product), the Other Party will be obliged to pay all
pay the costs incurred for that purpose, both in and out of court to the Contractor. The costs incurred will be set between the Parties in advance at at least 15% of the principal amount due. The Company reserves the right to recover the full or actual costs in full from the Other Party.
8.7 If the Other Party, after having been given proper notice of default (insofar as necessary) by the Contractor, fails to comply with the provisions set out in the Agreement and in these general terms and conditions, the Other Party will forfeit to the Contractor, insofar as no specific penalty has been agreed, an immediately payable penalty of EUR 250 for each calendar day that the Other Party is in default. The foregoing is without prejudice to the Entrepreneur's right to full compensation insofar as the damage suffered exceeds the forfeited penalty.
Article 9 - Force majeure
9.1 In the event of force majeure, the Company will be entitled to extend the delivery period for the duration of the force majeure or to dissolve the agreement without being obliged to pay any damages other than repayment of any amount already paid to the Other Party. The costs incurred up to the time of dissolution by the Operator for the benefit of the Other Party will remain payable by the Other Party and may be set off by the Operator against the amount to be repaid by it to the Other Party.
9.2 Force majeure on the part of the Entrepreneur shall in any case include: riots, fire, water damage, strikes, sit-down strikes, import and export impediments, machinery defects, power supply failures, as a result of which the business operations of the Entrepreneur, directly or indirectly, are negatively affected.
Article 10 - Damages and liability
10.1 The Contractor shall not be liable for the damage suffered by the Other Party as a result of a defect in the Product, the negligence or delay in making the Product available by the Contractor, its personnel and/or third parties engaged by it, and/or the delivery of the Product, unless such damage is caused by intent or gross negligence on the part of the Contractor.
10.2 Liability for indirect damage, consequential damage, damage to the person or property of third parties present in the Product is excluded under all circumstances. The Other Party shall indemnify the Company against all claims of such third parties in this respect.
10.3 The Contractor is not liable for the consequences of defects, which the Contractor did not know and should not have known.
10.4 The Other Party shall indemnify the Contractor in respect of all claims (including penalties) caused by or arising from or in connection with the delivery of the Product and/or the use thereof.
10.5 The Other Party shall take appropriate measures in good time to prevent and limit damage to the Product.
10.6 The exclusion and limitation of liability stipulated in this article shall not apply to the extent that damage is the result of intentional acts, gross negligence or deliberate recklessness on the part of the Entrepreneur and/or its - whether or not subordinate - managers.
10.7 Claims for damages shall lapse if they are not brought before the competent court within one year after discovery of the damage.
10.8 In the event that, notwithstanding the above, the Operator would still be liable to pay any damages based on the principles of reasonableness and fairness, any liability of the Operator shall in any event be limited to the amount paid in the relevant case under the applicable liability insurance policy of the Operator.
10.9 In the event that - for whatever reason - no payment is made under the insurance referred to in 10.8, any liability shall be limited to the amount that follows from clauses 20.1 or 37.1, however, to a maximum of €80,000.
Article 11 - Personal Data Protection Act.
If the Other Party is a natural person, by signing the Agreement, the Other Party grants permission to Entrepreneur and to the Administrator to include and/or process the Other Party's personal data in a file.
Article 12 - Joint and several liability
12.1 If several (natural or legal) persons have committed themselves as the Other Party, they will always be jointly and severally liable to the Entrepreneur in full for all obligations arising from the Agreement. Deferral of payment or remission by the Entrepreneur to one of the Other Parties, or an offer to do so, only concerns that Other Party.
12.2 The obligations under the Agreement are, also as regards heirs and assigns of the Other Party, joint and several.
Article 13 - Applicable law and competent court
13.1 The Agreements concluded between the Parties (including these general terms and conditions) and all obligations arising therefrom shall be governed exclusively by Dutch law.
13.2 All disputes arising from or as a result of offers made by the Operator, or agreements concluded between the Parties, and/or obligations arising therefrom or these General Terms and Conditions will be settled exclusively by the competent court in Rotterdam under Dutch law.
SPECIFIC PROVISIONS REGARDING RENTAL
Article 14 - Ownership and qualification.
14.1 The Product shall at all times remain the property of the Entrepreneur.
14.2 The Product is a moveable property pursuant to Article 3:3 paragraph 2 of the Civil Code, which is temporarily leased, is and remains movable and thus is not intended to remain permanently on site.
14.3 The Other Party is prohibited from making such alterations to the Product that the Product no longer qualifies as movable property pursuant to Section 3:3(2) of the Dutch Civil Code, including but not limited to connecting the Product to an immovable property, including the ground and foundation. Furthermore, the Other Party shall not be permitted to use the Product for residential purposes.
Article 15 - Duration and effective date of Agreement.
15.1 The term of the Agreement shall commence on the day the Product is delivered to the place specified by the Other Party, being the effective date of the Agreement.
15.2 If, in the opinion of the Contractor, the place where the Product is located at the end of the Agreement and/or the collection of the Product is not (properly) accessible and/or cannot (properly) be reached by the Contractor and/or by it (third parties engaged by it), so that the collection cannot take place in a proper manner, without delay or damage, the Contractor shall have the right not to take the Product. After the end of the Agreement, the Other Party shall owe compensation equal to the rent agreed between the parties for the period during which the Product cannot be collected.
15.3 The Agreement ends on the day on which it is validly terminated by one of the Parties or the Agreement is terminated prematurely (through extrajudicial dissolution).
15.4 If the Agreement has been entered into for an indefinite period, a notice period for both Parties of at least three months shall apply. If the Agreement has been entered into for a definite period, it shall end by notice at the end of the agreed rental period with due observance of a
notice period of at least three months. Notice of termination must be given by the end of the month.
15.5 The fixed-term Agreement that has not been terminated, not timely, or at least not validly, shall be extended for a period equal to the agreed fixed-term Agreement.
15.6 With the consent of the Entrepreneur, a timely and validly terminated fixed-term Agreement may be extended for a term of at least three months during the notice period. Such a fixed-term Agreement shall terminate by operation of law without notice being required.
15.7 Notice of termination must be given by bailiff's writ or by registered mail.
Article 16 - Risk and insurance.
16.1 The risk of the Product shall pass to the Other Party at the time of delivery.
16.2 The Other Party must have adequate 'storm and fire insurance' (based on new value of the Product including transport costs) from the moment of delivery and during the entire term of the Agreement.
Article 17 - Rent and other costs
17.1 The initial rent (excluding VAT) and other costs (excluding VAT) are listed separately in the Agreement.
17.2 The other costs consist of the costs of transporting the Product to the Delivery Address, the costs of assembling, disassembling, loading and unloading the Product, all levies and/or taxes relating to the placement and/or use of the Product or in connection with the Agreement (expressly including parking fees and dues), as well as any other costs which the Parties have agreed should be borne by the Other Party.
17.3 The Parties agree that the Contractor will charge VAT on the rent to the extent that the Other Party permanently uses the Subjects or allows them to be used for purposes for which there is a full or almost full right to deduct VAT pursuant to Article 15 of the Turnover Tax Act 1968. If no VAT-taxed rental is agreed upon, the Other Party will owe the Contractor a separate fee in addition to the rent, to compensate for the loss that the Contractor or its legal successor(s) suffers or will suffer because the VAT on the investments and operating costs of the Contractor are not or are no longer deductible. If the Parties have agreed on a VAT-taxed rental, they shall make use of the possibility to waive the filing of a joint option request for a VAT-taxed rental pursuant to Notice 45, Decree of March 24, 1999, no. VB 99/571. By signing the Agreement, the Other Party declares, also for the benefit of the Contractor's legal successor(s), that it will permanently use the Leased Premises, or allow the Leased Premises to be used permanently, for purposes for which there is a full or almost full right to deduct VAT pursuant to Article 15 of the Turnover Tax Act 1968.
17.4 Until the commencement date of the Agreement as referred to in article 15.1 of these general terms and conditions, the Company shall be entitled to pass on price increases of cost items of the Product (including VAT rates and exchange rate differences) and thus to increase the rent offered (and possibly already accepted). In that case, the Other Party shall be entitled to dissolve the Contract out of court within two weeks of the announcement of the rent increase.
17.5 If, after the formation of the Agreement, as referred to in Article 3.2 of these general terms and conditions, the Other Party wishes to postpone the agreed delivery of the Product for any reason whatsoever, the Company will be entitled to charge the Other Party additional costs. These additional costs shall be fixed as follows: if the Contractor is notified up to 30 calendar days before the agreed commencement date of the Agreement: a fixed amount of EUR 750; if the Contractor is notified between 30 calendar days and fourteen calendar days before the agreed commencement date: a fixed amount of EUR 1500; if the Contractor is notified between fourteen calendar days and seven calendar days before the agreed commencement date: a fixed amount of EUR 500; if the Contractor is notified between fourteen calendar days and seven calendar days before the agreed commencement date: a fixed amount of EUR 1,500.
EUR 2250,- in the event of notification to the Contractor less than seven calendar days prior to the agreed commencement date: a fixed amount of EUR 3000,-. Immediately after notification of postponement of delivery of the Product as referred to in this article, the Contractor shall send the Other Party an invoice for the penalty due, which invoice the Other Party shall pay to the Contractor within seven calendar days of the date of that invoice. The rent and all other costs referred to in this article shall remain payable at all times. With regard to the commencement date of the Agreement, in this case it will be postponed until the moment when the Product is still delivered.
17.6 The rent (in principle calculated per month) plus VAT as well as the other costs referred to in paragraph 2 are payable in one amount in euros per month in advance - without the Other Party being entitled to invoke set-off - each time before or on the first day of the period to which the payments relate, unless otherwise agreed.
Article 18 - Change in rent
18.1 The rent shall be adjusted annually on the basis of the change in the monthly price index figure according to the consumer price index (CPI) series CPI-all households (2006 = 100), published by Statistics Netherlands (CBS). The modified rent is calculated according to the formula: the modified rent is equal to the current rent on the modification date, multiplied by the index figure of the calendar month that lies four calendar months before the calendar month in which the rent is modified, divided by the index figure of the calendar month that lies sixteen calendar months before the calendar month in which the rent is modified.
18.2 The rent shall not be changed if the adjustment would result in a lower rent than the last applicable rent. In that case, the last applicable rent shall remain unchanged until, at a subsequent indexation, the index figure for the calendar month which lies four calendar months before the calendar month in which the rent is adjusted is higher than the index figure for the calendar month which lies four calendar months before the calendar month in which the last rent adjustment took place. In that case, the index figures of the calendar months referred to in the previous sentence will be used for those rent adjustments.
18.3 The amended rent shall apply even if no separate notice of the adjustment is given to the Other Party.
18.4 If the CBS ceases to publish the aforementioned price index figure or changes the basis of its calculation, an index figure that is as far as possible adjusted or comparable will be used. In the event of a difference of opinion in this respect, the most reasonable party can request the director of Statistics Netherlands to give a ruling, which will be binding for the parties. Any costs associated with this will be borne by the Parties at half price each.
18.5 Rental price changes will be implemented as of January 1 of each calendar year. Prices resulting from agreements concluded before 31 September of a preceding calendar year will be indexed for the first time as of 1 January of the following calendar year. Prices resulting from agreements established on or after September 31 of a calendar year will only be indexed as of January 1 of the following calendar year.
Article 19 - Completion, condition and defects
19.1 The Product shall be delivered by the Company/by order of the Company on the agreed date at the Delivery Address. The Other Party shall be obliged to be present at the delivery of the Product.
19.2 The Other Party warrants to the Contractor that proper foundations are present at the location of the Delivery Address where the Product will be located. If the Other Party doubts the soundness of the required foundations, it shall contact the Company in good time before the delivery as referred to in this article and, if necessary, have the foundations checked or adjusted by the Company in advance at its expense.
19.3 The Other Party shall not remove the Product from the place where it was delivered by/on the instructions of the Contractor without the prior written consent of the Contractor.
19.4 At the time of delivery, as described in this article, the Product shall be accepted by the Other Party in the condition it is then in. Such condition shall be determined by or on behalf of
Other Party in a delivery report to be attached to the Agreement and initialled by the parties, which report shall form part of the Agreement. If no record of delivery has been drawn up at the start of the Contract, the Product shall be deemed to have been delivered in the condition that the Other Party may expect of a well-maintained item of the kind to which the Contract relates.
19.5 There is a defect in the Product if it cannot provide the Other Party with the enjoyment that the Other Party may expect upon entering into the Contract, in view of its condition or in view of a characteristic or other circumstance not attributable to the Other Party.
Article 20 - Damages and Liability.
20.1 Any and all liability of the Operator towards a Counterparty shall be covered by Article 10 of these General Terms and Conditions and shall then be limited to the total number of rental months charged to the Counterparty for the agreement in question over a year (position in relation to ½ year bills current rental period x 12).
20.2 The Other Party will notify the Company immediately of any defect and of the damage or imminent damage arising from that defect or from any other cause or circumstance. The Other Party will give the Contractor a reasonable period of time, which, except in the event of emergencies, will be at least six weeks, to start remedying a defect that is for the account of the Contractor.
20.3 The Other Party shall be liable to the Company for the damage caused to the Product during the term of the Agreement, unless the Other Party can prove that the damage occurred as a result of a circumstance that is not attributable to it. The damage for which the Other Party is liable to the Contractor shall include - to the extent legally possible - damage to the exterior of the Product, fire damage to the Product as well as the situation that the Product is completely lost.
20.4 The Other Party shall not be entitled to a reduction in the rent, any right or set-off or suspension of any payment obligation and no right to rescind the Contract in the event of a reduction in rental enjoyment due to a defect.
Article 21 - Inspection and use
21.1 In addition to the joint inspection referred to in Article 19.4 of these Terms and Conditions, the Other Party will be obliged to thoroughly inspect the Product upon delivery to determine whether it is suitable or can be made suitable by the Other Party for the purpose to be given to it by the Other Party. The Contractor has not examined the suitability of the Product and is only obliged to inform the Other Party of any defects known to the Contractor that it knows will impair its suitability. The Contractor is not liable for the consequences of defects, which the Contractor did not know and should not have known.
21.2 The Other Party shall - during the entire term of the Agreement - actually, fully, properly and itself use the Leased Property exclusively in accordance with the purpose specified in the Agreement. The Other Party shall hereby observe any existing limited rights and the requirements imposed or to be imposed by the government and utility companies (including requirements in respect of the Other Party's business, in respect of the use of the Product, and in respect of everything present in or on the Product). The Other Party shall provide and keep the Product equipped with sufficient fixtures and fittings. For this purpose, utility companies shall also mean similar companies engaged in the supply, transportation and measurement of the consumption of energy, water, etc.
21.3 The Other Party will act in accordance with the provisions of the law and local regulations as well as with the customs regarding rental and leasing, the regulations of the government, utility companies and insurers. With regard to work relating to security, fire prevention, air conditioning, electricity, gas and water, the Other Party may only engage companies that the Company has approved in advance and that are ISO certified or at least certified by an institution comparable to ISO. If the Parties have agreed that certain work on the Product will be performed on the instructions of the Contractor, the Other Party may not perform that work itself.
(to be) performed. The Other Party shall at all times comply with the instructions for use issued by these companies. The Other Party shall also observe the oral and written instructions given by or on behalf of the Company in the interest of proper use of the Product. This includes instructions relating to maintenance, appearance, noise level, order, fire safety, parking behavior and the proper functioning of the facilities.
21.4 The Other Party may not cause any nuisance or inconvenience when using the Product. The Other Party shall ensure that third parties present on its behalf do not do so either.
21.5 The Other Party shall require the prior written consent of the Company for changing the design or appearance of the Product in whole or in part, unless it concerns changes and additions that can be undone and removed at the end of the Lease without significant costs. The Other Party waives any rights and claims of unjust enrichment in connection with the changes or additions made by or on behalf of the Other Party that have not been undone at the end of the Lease, unless the Parties have agreed otherwise in writing.
Article 22 - Interim termination
22.1 Premature termination of the Agreement (by means of extrajudicial dissolution) by the Entrepreneur, without it then becoming liable to the Other Party, is possible if:
(a) The Other Party is in suspension of payments;
(b) The bankruptcy of the Other Party has been filed; or,
(c) The Other Party has allowed rent arrears to accrue.
22.2 The Other Party will be obliged to compensate the Contractor for all costs, damages and interest resulting from an early termination of the Contract, including in the event of the bankruptcy of the Other Party and in the event of a moratorium granted to the Other Party. These costs and damages also include the rent due, VAT and other costs over the remaining rental period, all costs incurred and to be incurred to collect the damages both in and out of court, including the costs of legal assistance.
Article 23 - Adjustments by or on behalf of Entrepreneur
23.1 The Contractor shall be permitted to carry out work and investigation, or have work carried out, on, to or in the Product as part of maintenance, repair and renewal. This includes the installation of additional facilities and alterations or work necessary in connection with (environmental) requirements or measures of the government or utility companies or other competent authorities.
23.2 The provisions of Article 7:220 paragraphs 1,2 and 3 of the Civil Code shall not apply. Renovation and maintenance work on the Product shall not result in any defects for the Other Party. The Other Party shall tolerate maintenance work and renovation of the Product and give the Contractor the opportunity to do so, without being entitled to reduction of the rent, reduction of any other payment obligation, full or partial dissolution of the Agreement and/or damages.
Article 24 - Sublease
The Other Party is not permitted to sublet or assign the Product or any part thereof to third parties without the Company's prior written consent.
Article 25 - Access Entrepreneur
25.1 If the Contractor wishes to carry out an appraisal of the Product in use by the Other Party or wishes to carry out work in, on or to the Product, the Other Party will be obliged to grant access to the Contractor or the person who will visit the Other Party for that purpose, and to enable the Contractor to carry out the work deemed necessary.
25.2 In order to implement the provisions of the first paragraph, the Company and/or any persons to be designated by it shall be entitled, after consultation with the Other Party, to enter the Subjects between 7:00 a.m. and 6:00 p.m. on working days. In cases of emergency, the Company shall also be entitled to enter the Subjects without consultation and, if necessary, outside the times stated.
25.3 In the event of an intended re-rental or sale of the Product before the end of the Agreement, the Other Party shall be obliged, without any compensation, to provide an opportunity to view the Product for at least two working days per week, upon prior notice from the Company or its agent. The Other Party shall tolerate any "for rent" or "for sale" signs or bills on or near the Product.
Article 26 - Non-timely availability
26.1 In the event that the Product is not available in time on the agreed commencement date of the Agreement, because the Product has not been completed in time or at least has not been transported in time to the address specified by the Other Party or because the Contractor has not obtained the government permits to be provided by it, the Other Party shall not owe any rent until the date on which the Product is still available to it, and its other obligations and the agreed instalments shall also be postponed accordingly. However, the rental price indexing date shall remain unchanged.
26.2 The Entrepreneur shall not be liable for any damage for the Other Party resulting from the delay, unless it can be blamed for serious negligence or gross negligence in this respect.
26.3 The Other Party cannot claim dissolution of the Contract on account of late availability as referred to in this article, unless the late delivery was caused by serious negligence or gross negligence on the part of the Contractor and results in such a delay that the Other Party cannot reasonably be required to maintain the Contract unchanged.
Article 27 - Maintenance and minor repairs
27.1 Maintenance, repair and renewal of constructive parts of the Product, including: columns, beams, building floors, roofs (not being roofing), slabs, walls, exterior walls (except for mechanical damage) as well as maintenance, repair and renewal of stairs, steps, gutters, exterior window frames and exterior painting shall be at the expense of the Contractor.
27.2 All other maintenance, repair and renewal work such as:
a) external maintenance if and insofar as it concerns work that must be considered minor repairs within the meaning of the law (Article 7:217 of the Civil Code), as well as internal maintenance other than maintenance as referred to under 27.1, all this without prejudice to the following provisions;
(b) all maintenance, repair and renewal to items not installed by or on behalf of the Contractor in, on or to the Product;
(c) maintenance, repair and renewal of hardware, glazing and glass doors, mirror, window and other panes, both interior and exterior;
d) the maintenance, repair and renewal of roller shutters, blinds, awnings and other sun blinds, unless the defect or wear/damage is caused by inexpert use;
e) maintenance, repair and renewal of switches, outlets, bell systems, lamps, lighting (including fixtures), flooring, upholstery, interior painting, sinks, plumbing fixtures;
f) maintenance, repair and renewal of pipes and taps of gas, water and electricity as well as burglary and theft prevention devices with everything that belongs to them;
g) the maintenance and repair (and renewal of small parts) of the technical installations belonging to the Product, as well as the replacement of parts and renewal of installations such as the elevator, central heating and hydrophore installation.
27.3 The maintenance, repair and renewal of items that have been or will be installed by or on behalf of the Other Party by virtue of a fixed item made available to it by the Contractor will be at the Other Party's expense. Furthermore, the Other Party will be responsible for cleaning and maintaining the rented object clean, both internally and externally, including the cleaning of the rented object.
keeping windows, window frames and facades of the Product clean. The Other Party shall additionally be responsible for emptying grease traps, cleaning and unblocking manholes, gutters and all drains/sewers from the Product up to the municipal main sewerage system, sweeping chimneys and cleaning ventilation ducts.
27.4 If, after a reminder, the Other Party fails to carry out maintenance, repair or renewal at its expense - or if, in the opinion of the Contractor, these have been carried out inexpertly or poorly - the Contractor will be entitled to carry them out or have them carried out immediately at the expense of the Other Party.
27.5 When the Contractor carries out maintenance, repair or renovation work, the Contractor will consult with the Other Party in advance about the way in which it will do this as much as possible in consultation with the Other Party.
interests can be taken into account. If this work takes place outside normal working hours at the Other Party's request, the additional costs thereof shall be borne by the Other Party.
27.6 The Other Party shall be liable for the proper and professional use and maintenance of the Product, including the related technical installations. The Other Party shall arrange for the conclusion of service contracts at its own expense and risk. Service contracts relating to the installations shall require the prior written approval of the Contractor.
27.7 If the parties have agreed that the items to be carried out at the Other Party's expense under this article will not be commissioned by the Other Party but by the Contractor, the costs thereof will be passed on by the Contractor to the Other Party. In a number of cases, maintenance contracts are concluded by the Contractor for that purpose.
Article 28 - Termination of Agreement or use
28.1 Unless otherwise agreed in writing, the Other Party shall, at the end of the Agreement or at the end of the use of the Product, deliver the Product to the Contractor in the condition described at the commencement of the lease in the record of delivery referred to in Article 19.4 of these General Terms and Conditions, subject to normal wear and tear and ageing.
28.2 Should no record of delivery have been made at the commencement of the lease, the Product shall be delivered to the Contractor by the Other Party at the end of the Contract or at the end of use in the condition that the Contractor may expect of a well-maintained item of the kind to which the Contract relates without defects, unless otherwise agreed in writing and subject to normal wear and tear and aging.
28.3 In the event of discussion about the condition of the Product at the start of the Agreement, the Other Party shall be deemed to have received the Product in good condition and without defects. The provisions of the last sentence of Article 7:224(2) of the Civil Code shall not apply.
28.4 At the end of the Agreement, the Product shall be completely vacated - with the exception of the movable property (including but not limited to: upholstery, furniture, etc.) that the Other Party has rented from the Company and must therefore make available again to the Company at the end of the rent - and delivered to the Company with all keys handed over. The Other Party shall be obliged to remove all items that it has installed in, on or to the Product at its own expense. The Contractor shall not owe the Other Party any compensation for items that have not been removed. Items not removed may be removed at the Other Party's expense.
28.5 If the Other Party has terminated the use of the Product prematurely, the Contractor shall have the right, at the expense of the Other Party, to access and take possession of the Product, without this constituting a defect.
28.6 In due time before the end of the Agreement or use, the Product shall be jointly inspected by the Parties. The Parties shall draw up a report of such inspection, in which the findings as to the condition of the Product are recorded. This report shall also specify which work is to be carried out at the Other Party's expense with regard to the repairs and overdue maintenance found to be necessary during the inspection and the manner in which this is to be done.
28.7 If the Other Party, after being given a proper opportunity to do so, does not cooperate within a reasonable period of time in the inspection and/or recording the findings and agreements in the inspection report, the Company will be entitled to carry out the inspection without the presence of the Other Party and to determine the report as binding for the parties. The Contractor will immediately provide the Other Party with a copy of this report.
28.8 The Other Party will be obliged to properly perform the work to be carried out by it on the basis of the inspection report within the term specified in the report - or further agreed between the Parties. If the Counterparty fails to comply in full or in part with its obligations arising from the report, the Contractor will be entitled to have this work carried out itself and to recover the related costs from the Counterparty.
28.9 The Other Party will owe the Contractor an amount calculated on the basis of the last applicable rental price for the time involved in repair, calculated from the date of the end of the Agreement, without prejudice to the Contractor's claim to compensation for further damage and costs.
Article 29 - Complaints
The other party will submit complaints in writing. In urgent cases this may be done orally. In such cases, the Other Party will confirm the complaint or wish in writing as soon as possible, but in any case within 24 hours.
Article 30 - Administrator
If an administrator is or will be appointed by the Entrepreneur, the Other Party will consult with the administrator on all matters relating to the Contract.
Article 31 - Other provisions
31.1 As security for the proper performance of its obligations under the Contract, the Other Party will pay a deposit in the amount of three months' basic rent to the Contractor upon signing the Contract. The Contractor will not owe interest on the deposit paid by the Other Party. The Contractor will refund the deposit to the Other Party within one month of the end of the Agreement, less what the Contractor can still claim from the Other Party at that time. In turn, the Other Party shall not be entitled to set off any amount against the deposit paid by it.
31.2 The Other Party will, at its own expense and risk, comply with all legal obligations relating to the use of tap water (including all regulations relating to Legionella (prevention)). The Other Party shall indemnify the Company against any liability in connection with non-compliance with the relevant regulations or the use of tap water in the Product.
SPECIFIC PROVISIONS REGARDING SALES
Article 32 - Price
32.1 Even after the formation of the Agreement, the Contractor shall be entitled to pass on price increases of cost items of the Product (including VAT rates and exchange rate differences) and thus to increase the offered (and possibly already accepted) price. In that case, the Other Party shall be entitled to dissolve the Agreement extrajudicially within two weeks of the announcement of the increase.
32.2 If the Other Party wishes to have certain (safety) requirements observed upon delivery of the Product by the Company or any third parties engaged by it, it must notify the Company of this in writing in good time prior to delivery. The Contractor and/or third parties to be engaged by it shall only be obliged to comply with the (further) requirements specified by the Other Party in advance with respect to the delivery of the Product, insofar as this can reasonably be required of them. All costs in
related thereto shall be at the Other Party's expense. Failure to (fully) comply with the relevant requirements shall not constitute grounds for the Other Party to refuse or postpone its cooperation in the delivery of the Product.
32.3 Until the date of execution of the agreement with the Other Party, the Contractor is entitled to pass on price increases of cost items of the Product (including VAT rates and exchange rate differences) and thus to increase an offered (and possibly already accepted) price. In that case, the Other Party shall be entitled to dissolve the agreement within two weeks after the announcement of the price increase.
32.4 If, after the formation of the agreement, the Other Party fails to meet the agreed delivery date for whatever reason.