General conditions of sale and rental

Article 1 – Definitions.

1.1 In the present General Terms and Conditions, the following terms beginning with a capital letter, whether plural or not, shall have the following meanings:

a. Delivery Location: The place where Client wishes to have the Storage Boxes delivered. In case USC also delivers the construction, this must be within 15 meters of the Stand location
b. Business Location: USC’s office address (Duurstedeweg 6 at (7418 CK) Deventer (Netherlands))
c. Checklist: USC’s checklist
d. Client: Any legal or natural person to whom USC has addressed an Offer or who has entered into an Agreement with USC has entered into an Agreement
e. Rented: One or more Storage Boxes rented and delivered to Client by USC
f. Quotation: An offer, quotation or quotation from USC to Client, in which USC makes to Client a proposal on the basis of which conditions USC will sell and/or rent the Storage Boxes to Client. sell and/or rent
g. Storage boxes: All purchased and/or rented models of storage boxes and/or accessories from the range of USC
h. Agreement: The Quote signed by Client.
i. Pitch: The place where Client wishes to have the Storage Boxes built by USC. This must are within 15 meters of the Delivery Point
j. USC: Streppel B.V., h.o.d.n. USC and/or Stowbox, with Chamber of Commerce registration number 38023078, which sells and/or rents the Storage Boxes to the Client
k. USC Build-up Team: The team of employees from and/or on behalf of USC who operate the Storage Boxes at the Stand sets up
l. Conditions: The present general conditions of sale and rental of USC

1.2 Headings in these Terms are included for clarity and reference only, but do not serve to interpret these Terms.

1.3 Where reference is made to an article, then, unless otherwise indicated, reference is made to the relevant article in these Terms and Conditions.

1.4 Written means (also) by e-mail.

Article 2 – Applicability.

2.1 These Conditions apply to Quotations, Agreements and Checklists, as well as to all (other) (legal) acts of USC, excluding leases.

2.2 Provisions deviating from these Terms and Conditions shall apply only if confirmed in writing by USC to Client.

2.3 If any provision in the Agreement, Checklist and/or Conditions is void or voidable, the remaining provisions shall remain in force. The affected provision will be replaced by a provision that is not affected and that approximates the original intent of the void or voided provision as closely as possible.

Article 3 – Quotation

3.1 An Offer is without obligation and is valid for 4 weeks after the offer date, unless otherwise agreed in writing.

3.2 A Quotation may be amended / withdrawn by USC at any time.

3.3 A Quotation may be amended/withdrawn by USC even after acceptance by Client, provided that such amendment/withdrawal is made promptly, but not later than 24 hours, after acceptance of the Quotation by Client.

Article 4 – Agreement

4.1 An Agreement is established by returning to USC the Quote signed by Client.

4.2 The date of establishment of the Agreement is the day USC confirms the Agreement to Client in writing.

4.3 The Checklist is always part of the Agreement. Client agrees to all requirements and/or provisions as contained in the Checklist and the consequences and/or charging of additional costs if these requirements and/or provisions are not met.

4.4 Each Agreement is established under the conditions precedent that:

1) the Storage Boxes are available; and

2) Customer is and remains sufficiently creditworthy. USC is entitled to ask Customer for information to assess its creditworthiness and Customer is obliged to provide that information to USC on first request. Customer is also obliged to provide adequate security for the performance of its obligations under the Agreement at USC’s first request. USC shall be entitled to suspend its obligations under the Agreement until such request is reasonably met.

4.5 If Client wishes to cancel the Agreement, prior written consent of USC is required. In case of cancellation USC will charge Client a fee of: 15% of the principal sum, or – in case of rental – 15% of the total rental sum over a period of 1 year. However, if USC has already commenced performance of the Agreement, USC may additionally recover from Client all reasonable costs it has already incurred and will incur to undo the work already performed.

Article 5 – Deadline for completion and/or delivery

5.1 USC depends on many parties for the delivery of the Storage Boxes, including transporters and shipping companies, and USC has no or only limited influence on (the planning of) these parties. The indicated terms for completion and/or delivery, whether or not confirmed in writing, are therefore no deadlines and are only indicative. No rights whatsoever can therefore be derived from the dates given.

5.2 A deadline for completion and/or delivery shall not commence until the Agreement, the deposit and all information required for the performance of the Agreement have been received in writing by USC from Client.

5.3 If the specified period for completion and/or delivery is about to expire and USC anticipates that it will be unable to perform due to circumstances beyond its control, USC shall be entitled, without prejudice to the other provisions of these Terms and Conditions relating to force majeure, to unilaterally terminate the Agreement with Client without being liable for any compensation, or to agree a new period for completion and/or delivery with Client.

5.4 In the event of late completion and/or delivery, Client shall give USC written notice of default, giving USC a reasonable time for completion and/or delivery to still fulfill its obligations.

5.5 In the event that USC exceeds a term set for completion and/or delivery after notice of default as referred to in article 5.4 and such excess is attributable to USC, USC’s liability shall be limited to a maximum of 10% of the principal sum, or – in the case of rent – 10% of the total rent over a period of 6 months.

Article 6 – Transport / Unloading

6.1 The place of delivery shall be the Delivery Location and the Quotation shall be based on this, unless otherwise agreed in writing.

6.2 Contrary to the provisions of article 6.1, in case of direct delivery, the place of Delivery is the factory where the Storage Boxes are produced.

6.3 USC will arrange transportation to the Delivery Location.

6.4 Contrary to the provisions of Clause 6.3, in case of direct delivery, Client shall arrange transport to the place where Client wishes to build (or have built) the Storage Boxes.

6.5 Client will arrange for the unloading of the Storage Boxes. The unloading of the Storage Boxes is at the expense and risk of Client. The presence of a USC employee does not change this, regardless of any instructions given.

Article 7 – Prices / Price increase

7.1 All prices quoted are, unless otherwise agreed in writing:

• in euros;
• exclusive of VAT and all freight, import and export duties, station, storage, security and clearance charges, taxes or other levies payable in connection with the Agreement; and
• including transport to and unloading of the Storage Boxes at the Delivery Location, unless there is direct delivery.

7.2 The consequences of price increases or introduction of cost-determining factors, including the exchange rate, the costs referred to in Article 7.1 (b) and (c) and (other) the prices charged by USC’s suppliers after the conclusion of the Agreement referred to in Article 4.1, shall be borne by Client.

7.3 USC shall be obliged to notify Client of any price increases as referred to in clause 7.2 as soon and as specified as possible. Client is entitled to terminate the Agreement if the price increase amounts to more than 3% of the principal sum, or – in case of rent – 3% of the total rent over a period of 6 months, unless USC has already executed the Agreement in whole or in part, or there are Storage Boxes which differ from the standard Storage Boxes at the request of Client.

7.4 The costs referred to in article 7.1 under b) and c) and/or 7.2, insofar as they are not included in the Offer, will be charged in full to Client after completion or delivery of the Storage Boxes.

Article 8 – Payment

Unless otherwise agreed in writing, the principal amount must be credited to account number NL22 INGB 0001 0303 46 in the name of Streppel B.V., quoting tender reference:

• 30%: within 14 days of the formation of the Agreement referred to in Article 4.1;
• 60%: no later than 3 working days before departure of the transport of the Storage Boxes to the Delivery Location; and
• 10%: within 7 working days after delivery or – in case USC also takes care of construction – delivery as referred to in article 10 of the Storage Boxes.

8.2 Contrary to the stipulation in art. 8.1, in case of direct delivery, the remaining 70% of the principal amount must be credited no later than 3 working days before departure of the transport of the Storage Boxes from the factory to the Delivery place in accordance with the manner described in art. 8.1.

8.3 Unless otherwise agreed in writing, Client shall never be entitled to suspend or set off its payment obligations.

8.4 After expiry of the payment term Client shall, without further notice, be in default. From that moment Client shall also owe USC the then current compound legal interest for commercial transactions in The Netherlands on the principal sum or – in case of rental – 15% of the total rental sum over a period of 1 year.

8.5 After expiry of the term of payment as referred to in article 8.1 and/or 8.2, USC is entitled to postpone transport until Client has transferred the amount due to Streppel B.V.’s bank account and/or Client is obliged, at USC’s first request, to provide a bank guarantee or other security for the principal sum plus compound legal interest for commercial transactions applicable in the Netherlands at that time. transferred to Streppel B.V.’s bank account and/or Client is obliged, at USC’s first request, to provide a bank guarantee or other security for the principal sum increased by the then current compound legal interest for commercial transactions in The Netherlands for a period of 2 years on the principal sum or – in case of rental – 15% of the total rental sum for a period of 1 year.

8.6 If Client fails to immediately comply with the request referred to in Section 8.5, USC shall be entitled, at its option, to demand immediate payment of the principal sum or to terminate the Agreement in writing. This is without prejudice to USC’s right to full damages and USC’s right to claim performance in and out of court.

8.7 For the determination of the existence and extent of Customer’s obligations to USC, USC’s records provide compelling evidence, subject to evidence to the contrary to be provided by Customer.

8.8 In the event of liquidation, insolvency, suspension of payments, transfer of business or merger of the Client, the principal sum or – in the case of rent – the total rent over a period of 1 year shall be immediately due and payable.

Article 9 – Warranty, liability and indemnification

9.1 Barring evidence to the contrary from Client, USC guarantees that on the date of delivery, the delivered Storage Boxes are in accordance with the description in the Offer and meet the requirements to be set thereon.

9.2 The Storage Boxes are industrial products. Minor and light damages that do not affect the use, life and appearance of the Storage Boxes are part of the nature of the product, and are not covered by the warranty and USC is not liable for them.

9.3 USC shall only be liable for direct damage which may occur to Client as a result of manufacturing faults to the delivered Storage Boxes or which is caused by intent or deliberate recklessness of USC.

9.4 In addition to article 9.3, USC is also liable for direct damage which may arise to Client as a result of assembly errors on the delivered Storage Boxes or which is caused by intent or deliberate recklessness of USC.

9.5 USC shall under no circumstances be liable for the indirect costs and/or damage – such as loss of profits or stagnation damage – which may arise at Client’s as a result of manufacturing and/or assembly errors of the delivered Storage Boxes or which is caused by intent or deliberate recklessness of the USC assembly team.

9.6 If Client itself takes care of the construction of the delivered Storage Boxes or has them taken care of (other than by USC), USC will in no case be liable for direct or indirect damage caused during the construction or as a result thereof.

9.7 USC makes no further warranty and assumes no liability other than that given, accepted or to be accepted by the manufacturer to it.

9.8 USC’s liability in the event of a shortcoming attributable to USC other than as a result of a deadline set for delivery as referred to in article 5.5, shall in all cases be limited to a maximum of 100% of the principal sum or – in the case of rent – the total rent for a period of 6 months.

9.9 Should, due to special circumstances of any case, the exclusion or limitation of liability of USC not be accepted, its liability shall at all times be limited to the payment made by its insurer in this regard, up to the amount for which it has insured its liability.

9.10 Client indemnifies USC for all claims of third parties arising from unauthorized use of the Storage Boxes delivered by it and/or the construction and/or use of in deviation of regulations and instructions set by USC.

Article 10 – Delivery

This article applies only if Client has USC take care of the assembly of the delivered Storage Boxes

10.1 Client, or someone authorized to represent Client, must be present at the time the Storage Boxes are delivered to Client by USC.

10.2 The time of delivery will be confirmed in writing by USC to Client no later than 2 working days before this time. If at Client’s request the time of delivery must be scheduled at another time, USC may pass on to Client the reasonable costs it incurs for this, for example travel expenses.

10.3 On the completion form visible defects, which will be repaired by USC immediately after completion or within a reasonable time, will be noted. To confirm completion, the completion form is signed by/on behalf of both USC and Client. USC keeps the original and Client receives a copy by e-mail.

10.4 If at the specified time of delivery Client, or someone authorized to represent Client, is not present, the delivery form will be completed and signed by USC. The delivery form will be sent to Client by e-mail with the request to return the signed delivery form within 2 hours at the latest. Failure to return the signed completion form will be at the expense and risk of Client.

Article 11 – Investigation, Complaint Period and Remedy Period.

11.1 If Client takes (or has taken) care of the assembly of the delivered Storage Boxes himself (other than by USC):

Client must examine (or have examined) Storage Boxes delivered by USC as soon as possible, but at the latest within 2 days, after delivery, in order to establish whether the delivered Storage Boxes comply with the content of the Agreement, in any case with regard to a) the model, b) the number, and c) the agreed quality requirements or, if not specifically agreed, to the requirements that may be made of them based on the intended normal use.

11.2 If Client also has USC take care of the assembly of the delivered Storage Boxes:

The investigation referred to in article 11.1 should preferably take place before, but no later than, the moment of delivery by USC to Client of the Storage Boxes.

11.3 In the case of visible defects Client must report these to USC in writing within 3 days of completion or delivery. In the case of non-visible defects Client must report these to USC in writing within 3 days after Client has discovered them or should reasonably have discovered them.

11.4 USC, upon notification of defects, shall repair these defects in consultation with Client within a reasonable period of time.

11.5 Observed visible – or invisible defects do not relieve client from any payment obligation.

Article 12 – Force majeure

12.1 Without prejudice to its other rights, if USC is prevented by force majeure from performing the Agreement (in a timely manner), USC shall have the right to suspend performance of the Agreement or to rescind the Agreement in whole or in part by means of a statement to that effect, without USC being liable to pay any damages or other compensation to Client.

12.2 Force majeure is defined as any circumstance independent of USC’s will, even if already foreseeable at the time the Agreement was concluded, as a result of which the (timely) performance of the Agreement can no longer reasonably be required of USC by Client.

Article 13 – Retention of title and pledge

13.1 The ownership of all Storage Boxes sold and delivered by USC (so not of rented Storage Boxes) will only pass to Client after all USC’s claims against Client relating to the delivered or yet to be delivered Storage Boxes or relating to Client’s failure to fulfil any obligation towards USC have been paid in full, including interest and other costs.

13.2 The metals required for securing the delivered Storage Boxes during transport remain the property of USC at all times. If these are misappropriated from the Plot, Client is liable for them.

13.3 All costs relating to the delivered/removed Storage Boxes and possible damages to those goods during the period that the ownership of the Storage Boxes has not yet passed to Client.

13.4 Client shall adequately insure the delivered Storage Boxes subject to retention of title against damage and theft. Client shall assign the claims in this respect against its insurer to USC at USC’s first request.

13.5 Customer is not permitted to encumber, dispose of or give to third parties the use of any goods subject to retention of title without USC’s prior written consent.

13.6 If Customer fails to meet his obligations towards USC or if there is good reason to fear that he will not do so, USC shall be entitled to collect the delivered goods to which the retention of title referred to in Articles 13.1 and/or 13.2 applies, or to have them collected from Customer or from any third party holding such goods for Customer. Customer shall be obliged to provide all cooperation to this end on penalty of a fine of 25% of any amount owed by him to USC per day.

13.7 In the event of any default by Customer against USC, Customer shall be obliged at USC’s first request to cooperate immediately with the establishment of a lien as referred to in Section 3:237 of the Civil Code on the goods delivered by USC to Customer, including any goods delivered by USC to Customer but already paid for by Customer, as security for payment of all that USC is or will be owed by Customer.

Article 14 – Risk (transition).

14.1 The risk of the Storage Boxes delivered or to be delivered by USC shall be for the account of Client in accordance with the overview below from the moment mentioned under “transfer of risk”:

* see article 6.5: Client will arrange for unloading of the Storage Boxes. The unloading of the Storage Boxes is at the expense and risk of Client. The presence of a USC employee does not change this, regardless of any instructions given.

14.2 If Client is in default at the time of completion or delivery and USC is not able to complete or deliver or will not do so because of the default, the risk for the Storage Boxes to be delivered by USC will pass to Client from the date set for completion or delivery, without prejudice to USC’s other rights under the law or these Terms and Conditions.

Article 15 – Dissolution

15.1 Without prejudice to the other provisions of these Terms, USC is authorized to terminate the agreement with immediate effect without further notice if:

1. Client is declared bankrupt or files a petition for suspension of payments;
2. Executory or conservatory seizure of all or part of the Client’s assets;
3. Client dies or loses the free disposal of his own assets; and/or
4. Client proceeds to discontinue, liquidate or transfer all or a significant portion of its business.

15.2 In addition to the right of rescission referred to in Article 15.1, USC shall be free to opt first for partial rescission, suspension or requiring security instead.

Article 16 – Translations Terms and Conditions

16.1 Only the Dutch language version of these Terms and Conditions is authentic. If a translation differs in any way, the Dutch text shall prevail.

Article 17 Applicable law and Competent court

17.1 These Conditions, all Quotes, Agreements and Checklists, as well as any other legal relationship between USC and Client are governed by Dutch law.

17.2 All disputes arising from any legal relationship between USC and Client shall be submitted exclusively to the competent court within whose jurisdiction the principal place of business of USC, as evidenced by the Commercial Register of the Chamber of Commerce, is located.

The following provisions are only applicable in case of the rental of Storage Boxes by USC

Article 18 Rent

18.1 The rental price of the Rented Property:

• is based on use of per calendar month;
• is due from the day of completion referred to in Article 11. Thereafter, the rent shall be payable monthly upon payment in advance; and
• may be indexed annually by USC

Article 19 Client’s obligations during the Agreement

19.1 Client shall be obliged to treat the Rented object during the Agreement with due care and diligence and to use it in accordance with the regulations and instructions issued by USC, failing which Client shall be liable to USC for all damage resulting from non-compliance.

19.2 Other than with USC’s prior written consent, Client may:

1. (a) not rent or otherwise assign the Rented Property to a third party for use;
2. (b) not move or remove the Rented Property from the Plot; and
3. (c) not make any changes to the Rented Property.

19.3 If the Client, with USC’s permission, leases or otherwise assigns the Rented Property to a third party for use, the Client shall be obliged:

1. (a) to ensure that the Rented Property is not sublet or otherwise surrendered to a third party for use by such third party (its customer); and
2. b) stipulate in the agreement with such third party (its customer) a prohibition on subletting or otherwise ceding the Rented Property to a third party for use.

19.4 In addition to the provisions of Clause 11, Client must report defects and/or damage to or loss of the Rented Property to USC without delay, giving all relevant details.

19.5 Repair of defects and/or damage to the Rented Property may only be performed by USC, or with USC’s prior consent and direction. Client is obliged to follow USC’s instructions regarding repair and damage limitation.

19.6 The Client shall be liable for any damage to or loss of the Rented Property, including fire damage of any kind, which may be caused to the Rented Property during the term of the rental agreement, as well as for any loss of business which USC may suffer as a result thereof, irrespective of whether the loss or damage is the result of the fault of the Client, a third party or has arisen as a result of force majeure.

19.7 Client is obliged to take out adequate insurance for the risks and liability arising from the rental agreement and these Conditions. Client is obliged to provide USC with a copy of the insurance policy upon first request.

Article 20 – Obligations of USC during the Agreement.

20.1 USC will perform all periodic maintenance on the Storage Boxes during the Agreement.

20.2 If it is not possible for the Customer to repair the defects and/or damage itself after USC’s consent and at USC’s direction, USC shall, within a reasonable period of time, remedy the defects and/or damage to the Rented Equipment (or have it remedied) or replace the Rented Equipment.

Article 21 – Redelivery

21.1 Upon termination of the Agreement, Client shall be required to return the Rented Property clean and in the same condition in which the Rented Property was delivered to Client by USC, except for normal wear and tear. Any costs of cleaning and/or repair shall be borne by the Client.

21.2 After return, the Rented is inspected by/on behalf of USC. Subject to evidence to the contrary, any shortages or other defects noted by USC during such inspection shall be binding on the Client.