General Terms and Conditions of Sale and Rental

Article 1 – Definitions

1.1 In these General Terms and Conditions the following terms (starting with a capital letter), whether plural or not, shall have the following meanings:

a. STREPPEL: Streppel B.V., h.o.d.n. STREPPEL and/or Stowbox, with Chamber of Commerce registration number 38023078
b. Storage box: All models of storage boxes from the STREPPEL product range
c. Accessories: All models of accessories belonging to Storage Boxes from the STREPPEL product range
d. Client: Any legal or natural person to whom STREPPEL has addressed an offer or who has entered into an agreement with STREPPEL
e. Agreement: The agreement between STREPPEL and the Client in which the basic agreements are set down on the basis of which STREPPEL sells or rents Storage Boxes and possible accessories to the Client.
f. Rented: The Storage Boxes rented by Client if it concerns a rental agreement.
g. Location: The place where Client wishes to place or have placed the purchased Storage Boxes and any accessories.
h. Conditions: The present STREPPEL conditions of sale and rental.

Article 2 – Applicability

2.1 These Terms and Conditions apply to all Agreements between STREPPEL and Clients and to all offers and/or quotations made by STREPPEL to enter into such agreements, with the exclusion of lease agreements.

2.2 Provisions that deviate from these Terms and Conditions will only apply if they are agreed in writing and signed by STREPPEL between the parties.

2.3 If any provision in an Agreement or these Terms and Conditions should be void or voidable, the other provisions shall remain in force and the affected provision shall be replaced by a provision which is not affected and which approaches the original intention of that provision as closely as possible.

Article 3 – Offers

3.1 STREPPEL’s offers and quotations are without obligation. The prices mentioned in an offer or Agreement are exclusive of VAT and other costs relating to the sale, rental or delivery.

3.2 STREPPEL is entitled to change or withdraw an offer after acceptance by the Client, provided that such withdrawal or change takes place immediately after acceptance.

Article 4 – Conclusion of a Purchase Agreement

4.1 An Agreement between STREPPEL and the Client is not formed until an offer or quotation is accepted by means of a written confirmation from the Client to STREPPEL or until STREPPEL has executed all or part of the Client’s order.

4.2 The date on which the Agreement is concluded shall be the date on which the confirmation by STREPPEL of the Agreement is sent, or the date on which STREPPEL has started to carry out the order.

4.3 Each Agreement is entered into by STREPPEL under the condition that the Client is and remains sufficiently creditworthy. STREPPEL is entitled to ask the Client for information to assess its creditworthiness and the Client is obliged to provide this information to STREPPEL. At STREPPEL’s first request, Client is obligated to provide adequate security for the performance of its obligations under the Agreement. STREPPEL is entitled to suspend its obligations under any Purchase Agreement until such request is reasonably satisfied.

Article 5 – Delivery time

5.1 The agreed delivery time is not a deadline. In the event of late delivery, Client must declare STREPPEL to be in default in writing, whereby STREPPEL shall be given a reasonable period to still fulfil its delivery obligations. If an agreed delivery time threatens to expire and STREPPEL foresees that it will not be able to comply due to circumstances beyond its control, it shall be entitled to unilaterally dissolve the Agreement with the Client without being liable to pay any compensation or to agree with the Client on a new delivery date, without prejudice to the other provisions in these Conditions regarding force majeure.

5.2 A delivery period does not commence until STREPPEL has received the specified order from the Client and all data necessary for the execution are in STREPPEL’s possession in writing. If an advance payment (whether partial or not) has been stipulated, the delivery period will not commence until this payment has been received by STREPPEL.

Article 6 – Delivery / Transport

6.1 The business location of STREPPEL shall be the place of delivery, unless otherwise agreed in writing.

6.2 Unless otherwise agreed, STREPPEL shall be responsible for the transport, delivery, placement and installation of the Storage Boxes at the Location designated by the Client. The agreed price includes these services.

6.3 The Client shall ensure, at its own expense and risk, that:

a. the Location is fully accessible for transport and installation equipment, including forklifts, cranes and other machinery used by STREPPEL;
b. the ground at the Location is level, stable and of sufficient load-bearing capacity to allow safe delivery, handling and installation of the Storage Boxes;
c. all required utilities, including electricity and water, are available, operational and suitable for the execution of the work;
d. all necessary permits, approvals and permissions required for delivery, placement and use of the Storage Boxes have been obtained in a timely manner.

6.4 The agreed price for delivery and installation is based on normal conditions at the Location. If the conditions referred to in paragraph 6.3 are not met, or if additional work, equipment, time or handling is required, STREPPEL shall be entitled to charge the resulting additional costs to the Client.

6.5 The Client is obliged to take all necessary measures to ensure that delivery and installation can take place without obstruction. If STREPPEL is unable to perform the agreed work due to circumstances attributable to the Client, STREPPEL shall be entitled to suspend its obligations. Any resulting costs, including but not limited to waiting time, re-delivery, additional transport or deployment of extra equipment, shall be borne by the Client.

6.6 All risks related to the suitability of the Location, including but not limited to damage to the ground, paving, underground infrastructure, cables, pipes, buildings or other property, shall be borne by the Client, unless such damage is caused by intent or deliberate recklessness on the part of STREPPEL.

6.7 Delivery and installation shall be deemed completed at the moment the Storage Boxes have been placed at the Location, unless otherwise agreed in writing.

6.8 STREPPEL may, at the request of the Client or if deemed necessary for the execution of the Agreement, facilitate the temporary storage or waiting time of the Storage Boxes with a third-party transport provider. Any such storage or waiting time, including but not limited to demurrage, storage fees and waiting time charges, shall be at the Client’s expense and risk. These services shall be deemed to be agreed directly between the Client and the transport provider. STREPPEL shall not be a party to such agreement and shall not be liable for any costs, delays or damages arising therefrom.

Article 7 – Prices / Price increase

7.1 The sales price applies to delivery at the business location of STREPPEL. All freight, import and export duties, station, storage, security and customs clearance costs, taxes or other levies, even if introduced or increased after the Agreement has been concluded, shall be borne by the Client.

7.2 Costs of changed exchange rates after the conclusion of the Agreement shall be borne by the Client.

7.3 The rent is based on use of the rented object per calendar month. Damage caused to the rented object during the rental period will be at the expense of the Client.

7.4 The agreed rental price does not include the costs of transport. These are payable by the Client and will be charged in full on the first invoice.

7.5 Notwithstanding the provisions elsewhere in these Conditions, STREPPEL is authorized at its option:

• To charge the Client the price applicable at the time of delivery in accordance with the prices and rates applicable at that time.
• To pass on to the Client any interim price increases in cost price determining factors, including currency values. STREPPEL is not obliged to give advance notice of this to the Client. STREPPEL is, however, obliged to bring these price increases to the attention of the Client in an itemized manner as soon as possible. The Client is entitled to dissolve the agreement if the price increase exceeds 10%.

7.6 The clause referred to in paragraph 5 shall apply to all interim price changes, including but not limited to price changes implemented by STREPPEL’s suppliers.

Article 8 – Payment

8.1 Unless agreed otherwise via email or separate agreement, the payment of the purchase price must be made within 14 days of the invoice date. Payment of the rent must be made monthly in advance, also within 14 days of the invoice date.

8.2 After expiry of the payment term, the Client shall be in default, without further notice of default. From the moment of default, the Client shall owe statutory interest on the total outstanding amount.

8.3 In the event of liquidation, insolvency, suspension of payments, transfer of business or merger of the Client, its obligations vis-à-vis STREPPEL shall become immediately due and payable.

8.4 If no payment is made after the expiry of a term set for that purpose, the Client shall be obliged at STREPPEL’s first request to provide a bank guarantee for the principal sum, interest for 2 years and any other costs provided for in these conditions. If the Client does not immediately comply with this request, STREPPEL is entitled, at its discretion, to demand the purchase price immediately or to terminate the agreement in writing.

Article 9 – Use of the rented object

9.1 Client is obliged during the rental agreement to maintain the rented object in good condition and to use it exclusively in accordance with its purpose.

9.2 Client will ensure that the Storage Box(es) will not be used or sublet by its customers to third parties. Client will lay down a prohibition on the use or sublease of the Storage Box(es) in the agreement with its customers.

9.3 Client must observe the rules to be set by STREPPEL for the use of the leased and/or made available goods, failing which Client shall be liable to STREPPEL for any damage arising from non-compliance.

9.4 Client is not permitted to make any changes to the rented object without the prior written permission of STREPPEL.

Article 10 – Maintenance and repair

10.1 During the term of the rental agreement, periodic necessary maintenance shall be carried out by STREPPEL.

10.2 Defects in the rented object and any damage or loss must be reported immediately to STREPPEL, stating all relevant details. Client is obliged to follow STREPPEL’s instructions regarding repair and limitation of damage.

10.3 Client is liable for loss of the rented object and for damage to the rented object, including fire damage of any nature whatsoever, that may be caused to the rented object during the rental period, as well as for the consequential loss of profits incurred by STREPPEL, irrespective of whether the loss or damage is the fault of Client, a third party or is the result of force majeure.

10.4 Repair of damage may only be carried out by, or with the prior permission of and on the instructions of STREPPEL.

Article 11 – Insurance

11.1 In case of rental, Client shall ensure that the rented object is properly insured at his expense to cover the damage or liability of Client and STREPPEL with respect to damage arising from the use of the rented object, including fire and business damage.

Article 12 – Return

12.1 At the end of the rental agreement, Client is obliged to return the rented object in a good and clean condition, in the same condition in which the rented object was delivered by STREPPEL, failing which the costs of cleaning and repair shall be for Client’s account.

12.2 Upon return, the rented object will be inspected. Unless evidence to the contrary is produced, any shortcomings or other defects noted by STREPPEL during that inspection shall be binding on Client.

Article 13 – Collection costs

13.1 If the Client is in default or breach of contract with respect to any obligation towards STREPPEL, all reasonable costs incurred in obtaining satisfaction in and out of court by STREPPEL shall be borne by the Client. In the event that the Client is in default with respect to the payment of a monetary debt, he shall, without prejudice to his other obligations vis-à-vis STREPPEL, owe the collection rate as determined by the Netherlands Bar Association as reasonable, with a minimum of € 350.

Article 14 – Guarantee

14.1 STREPPEL guarantees that on the date of delivery the item is in accordance with the description in the offer and/or confirmation of order and meets the requirements to be set for it.

14.2 STREPPEL does not, however, provide any further guarantee and accepts no liability other than that given, accepted or to be accepted by the manufacturer towards it.

Article 15 – Liability and indemnification

15.1 STREPPEL shall in no event be liable for any indirect costs and/or damage – such as loss of business or stagnation – that the Client may incur as a result of any damage or defect to a delivered item or the rented item.

15.2 STREPPEL is liable for direct damage as a result of defects to the delivered goods caused by the intent or deliberate recklessness of STREPPEL, with the exception of damage caused by non-managerial subordinates.

15.3 In all cases, STREPPEL’s liability shall be limited to:

• 10% of the invoice amount (in case of rent over the invoice amount over a maximum period of 6 months) in the event that STREPPEL exceeds a term set for delivery after a notice of default and this exceedance is attributable to STREPPEL.
• 100% of the invoice amount (in case of rent over the invoice amount over a maximum period of 6 months) in the event that STREPPEL is in default other than as a result of a term set for delivery.

15.4 Should the special circumstances of any case prevent the exclusion or limitation of STREPPEL’s liability, its liability shall at all times be limited to the payment made by its insurer in this regard, up to a maximum of the amount for which it has insured its liability.

15.5 The Client shall indemnify STREPPEL against all claims by third parties arising from improper use of the goods delivered by STREPPEL or use contrary to the regulations and instructions set by STREPPEL.

Article 16 – Complaints / Time limits for complaints

16.1 Client must inspect or have inspected the goods delivered by STREPPEL as soon as possible upon delivery, and in any case within 48 hours of delivery, to determine whether the delivered goods meet the contents of the Agreement, in any case with regard to:

– Whether the correct item(s) has/have been delivered.
– Whether the item(s) delivered meet(s) what was agreed upon as regards quantity.
– Whether the item(s) delivered meet(s) the agreed quality requirements or, if they are not specifically agreed, the requirements that may be set for normal use and/or normal trading purposes.

16.2 If visible defects or shortages are detected, Client must report these to STREPPEL in writing within 3 working days after delivery. In the case of non-visible defects, complaints must be submitted within 3 working days after Client has discovered them or should reasonably have discovered them.

Article 17 – Force majeure

17.1 Without prejudice to its other rights, STREPPEL shall have the right, if it is prevented by force majeure from performing the Agreement or from doing so in time, to suspend performance of the Agreement or to dissolve all or part of the Agreement by means of a declaration to that effect, without STREPPEL being liable to pay any damages or any other form of compensation to the Client.

17.2 Force majeure is understood to mean any circumstance beyond the control of STREPPEL, even if this could have been foreseen at the time the Agreement was concluded, as a result of which the Client can no longer reasonably expect STREPPEL to comply with and/or to perform the Agreement in time.

Article 18 – Retention of title and pledge

18.1 Ownership of all goods delivered by STREPPEL (with the obvious exception of rented goods) shall not pass to Client until all STREPPEL claims on Client with regard to delivered or still to be delivered goods, or with regard to Client’s failure to meet any obligation towards STREPPEL, have been paid in full, including interest and costs.

18.2 All costs relating to the delivered goods and any damage to those goods during the period that ownership of the goods has not yet been transferred shall be borne by Client.

18.3 The Client shall take out adequate insurance to cover the goods subject to retention of title against damage and theft. At STREPPEL’s first request, Client shall assign the relevant claims against his insurer to STREPPEL.

18.4 The Client is not permitted to encumber, alienate or give in use to any third party any goods to which a retention of title applies without the prior written permission of STREPPEL.

18.5 If Client fails to meet his obligations vis-à-vis STREPPEL, or if there is a well-founded fear that he shall not do so, STREPPEL is entitled to collect the delivered goods to which the retention of title referred to in paragraph 1 of this article applies, or to have them collected, from Client or from any third party holding such goods for Client. Client is obliged to provide full cooperation in this matter under penalty of a 25% fine per day of any amount he owes to STREPPEL.

18.6 In the event of any default by Client vis-à-vis STREPPEL, Client is obliged at STREPPEL’s first request to cooperate immediately with the creation of a pledge, as referred to in article 3:237 of the Dutch Civil Code, on the goods delivered by STREPPEL to Client, including any items delivered by STREPPEL to Client but already paid for by Client, as security for payment of all that STREPPEL owes or will obtain from Client.

Article 19 – Transfer of risk

19.1 The risk of the good(s) to be delivered by STREPPEL is for the account of Client from the moment of delivery as referred to in article 6 of these Conditions.

19.2 If Client is in default on the delivery date and STREPPEL is unable to make the delivery or fails to do so because of the default, the risk for the item (goods) to be delivered by STREPPEL shall pass to Client as of the date set for delivery, without prejudice to any other rights to which STREPPEL is entitled by law or these Conditions.

Article 20 – Dissolution / Cancellation

20.1 Without prejudice to the other provisions in these Conditions, STREPPEL is authorized to dissolve the agreement with immediate effect without further notice of default if:

a. Client is declared bankrupt or applies for a moratorium.
b. The Client’s assets, or part thereof, are seized under foreclosure or conservatorship.
c. Client dies or loses free disposal of its own assets.
d. the Client ceases, liquidates or transfers all or a significant part of its business.

20.2 In addition to the right to rescind referred to in paragraph 1 of this article, STREPPEL shall be free to opt instead for partial rescission, suspension or requiring security.

20.3 If Client wishes to cancel the Agreement, prior written permission from STREPPEL is required. In the event of cancellation, STREPPEL will charge Client 30% of the Purchase Price or – in the case of rental – 30% of the rental price over a period of 1 year.

Article 21 – Proof

21.1 STREPPEL’s records provide compelling evidence for the determination of the existence and extent of the Client’s obligations vis-à-vis STREPPEL, subject to evidence to the contrary to be provided by the Client.

21.2 In the absence of proof to the contrary, the item delivered by STREPPEL conforms to the agreement concluded with Client.

Article 22 – Applicable Law / Competent Court

22.1 The legal relationship between STREPPEL and the Client shall be governed exclusively by Dutch domestic law, to the exclusion of Dutch private international law and international treaties (to the extent possible under law).

22.2 Any disputes relating to or arising from the Agreement between STREPPEL and Client, as well as any preceding negotiation and quotation process, including any claims for compensation for any damage, shall be adjudicated exclusively by the Court having absolute and relative jurisdiction in whose area of activity STREPPEL’s principal place of business is situated as evidenced by the Trade Register of the Chamber of Commerce.