General conditions of leasing

Article 1. General

1. These terms and conditions shall apply to all offers, quotations, agreements and services between IB-Lease B.V. (KvK 68334583) established in Urk, the Netherlands, also trading under the name IB Food-Machines, hereinafter referred to as “Food-Machines“, and a Tenant (including any follow-up order, amended or additional order), insofar as these terms and conditions have not been expressly deviated from by the parties in writing.
2. Tenant is any natural or legal person renting items from Food-Machines (“the Leased Property“) or with whom Food-Machines is negotiating the formation of a lease.
3. These general terms and conditions also apply to agreements with Food-Machines, for the execution of which third parties are engaged by Food-Machines.
4. The applicability of any purchase or other conditions of the Renter is expressly rejected.
5. If one or more provisions of these general terms and conditions are at any time wholly or partially void or voidable, then the remaining provisions of these general terms and conditions will remain fully applicable. Food-Machines and the Renter shall at such time consult to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the original provisions.

Article 2. Quotations and offers

1. All quotations and offers of Food-Machines are without obligation, unless the quotation or offer specifies a deadline for acceptance.
2. If the acceptance (whether or not on minor points) differs from the offer included in the quotation or the offer, Food-Machines is not bound by it.

Article 3. Sizes, weights, illustrations, technical specifications

1. Food-Machines is permitted to deviate from provided sizes, weights, (technical) specifications and the like, to the extent such deviation is of minor significance.
2. Images, sizes, weights, and (technical) specifications included on the website, in price lists and in brochures are not binding.
3. Drawings, diagrams and illustrations provided by Food-Machines are for clarification purposes only.

Article 4. Contract term, execution period, performance, modification of agreement

1. The rental agreement between Food-Machines and Tenant is entered into for an indefinite period of time, unless the parties expressly agree otherwise in writing.
2. At the end of the rental period the equipment must be cleaned and returned immediately to Food-Machines in its original packaging together with the manual and the supplied spare parts. The rented equipment must not show any traces of use other than those caused by the normal use of the rented equipment.
3. Delivery terms can only be approximate. If a term has been agreed upon or specified for the delivery of the leased item, it is never a deadline. If a term is exceeded, the Renter must first give Food-Machines written notice of default. Food-Machines must thereby be offered a reasonable period of time to still fulfill the agreement.
4. Food-Machines has the right to have work performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 BW is expressly excluded.
5. The Renter shall ensure that all information which Food-Machines indicates to be necessary, or which the Renter should reasonably understand to be necessary for the execution of the rental agreement, shall be provided to Food-Machines in a timely manner. If the information required for the execution of the rental agreement has not been provided to Food-Machines in good time, Food-Machines has the right to suspend the execution of the rental agreement and/or to charge the Renter for the additional costs resulting from the delay according to the then customary rates. The execution period shall not commence until after the Renter has made the information available to Food-Machines.
6. If the rental agreement is amended, including an addition, then Food-Machines is entitled to execute it only after the Renter has agreed in writing to the rental price and other conditions specified, including the time at which it will be executed. The failure to execute or not immediately execute the modified rental agreement shall not constitute a breach of contract on the part of Food-Machines and shall not constitute grounds for the Renter to terminate or cancel the rental agreement.
7. If the Renter should default in the proper fulfillment of what he is obligated to do towards Food-Machines, then the Renter shall be liable for all damages on the part of Food-Machines resulting directly or indirectly.

Article 5. Transfer of risk, delivery, transportation

1. The risk of the Rented Property passes to the Renter at the time of delivery, i.e., receipt of the Rented Property at the address provided by the Renter.
2. The carrier’s report shall serve as full proof of delivery to the Renter.
3. In the event that the Renter refuses delivery, all related costs (including return freight and storage costs) shall be borne by the Renter.
4. The cost of transportation to Tenant and vice-versa and the cost of insurance during transportation shall, unless expressly agreed otherwise, be borne by Tenant.
5. The Renter shall be obliged to take out all necessary, usual and/or desirable insurances with respect to the Rented Property, in any case from the moment of delivery as referred to in Article 5.1.

Article 6. Installation, training, damage

1. The Renter installs the Rented Property at its own expense and risk.
2. With respect to the Leased Premises, the Renter is responsible for the training and instruction of employees.
3. Damage caused by Tenant to the Leased Premises, will be repaired by Food-Machines at Tenant’s expense.

Article 7. Suspension, dissolution and early termination of the agreement

1. Food-Machines is authorized to suspend the fulfillment of the obligations or to dissolve the rental agreement immediately and with immediate effect if the Tenant does not, not fully, or not timely fulfill the obligations under the rental agreement.
2. Furthermore, Food-Machines is authorized to dissolve the rental agreement if circumstances arise of such a nature that fulfillment of the rental agreement is impossible, or if circumstances arise of such a nature that unaltered maintenance of the rental agreement can not reasonably be required of Food-Machines.
3. If the rental agreement is dissolved, the claims of Food-Machines against the Lessee shall be immediately due and payable and the leased item must be returned immediately to Food-Machines. If Food-Machines suspends the fulfillment of its obligations, it shall retain its claims under the law and agreement.
4. If Food-Machines proceeds to suspension or dissolution, it shall in no way be liable for compensation for damages and costs incurred as a result.
5. In case of liquidation, of (application for) suspension of payment or bankruptcy, of seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the Renter, or of debt restructuring, Food-Machines is free to terminate the rental agreement immediately and with immediate effect, without any obligation on its part to pay damages or compensation. The claims of Food-Machines against the Renter shall in that case be immediately due and payable.
6. Tenant is obliged to make it known to third parties, including distraining creditors, that the ownership of the leased property belongs to Food-Machines.

Article 8. Payment and collection costs.

1. Payment of the rent shall always be made in advance on or before the first day of each month. Sales tax is payable on the rent.
2. If the Renter defaults in the timely payment of the rent, the Renter shall be in default by operation of law. In such event, the Renter shall owe interest at the rate of 10% per annum, unless the legal interest rate is higher, in which case the legal interest rate shall be payable. The interest on the amount due will be calculated from the moment the Renter is in default until the moment of payment of the amount due in full.
3. Food-Machines has the right to have the payments made by Tenant go first of all to reduce the costs, then to reduce the interest falling due, and finally to reduce the principal sum and the current interest.
4. The Renter shall not be entitled to set off any amount owed by it to Food-Machines.
5. If the Renter is in default in the (timely) fulfillment of its obligations, all reasonable costs for obtaining extrajudicial satisfaction shall be borne by the Renter. The default of the Renter who is a natural person, who is not acting in the exercise of a profession or business (private Renter), commences after he has been reminded to pay within fourteen days after the day of reminder and payment is not made. The reminder shall also specify the consequences of non-payment. The extrajudicial costs will be calculated on the basis of what is customary in Dutch collection practice. If Food-Machines has incurred higher costs for collection that were reasonably necessary, and the Renter is not a natural person (business Renter), the actual costs incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Tenant. The Renter shall also owe interest on the collection costs due.

Article 9. Security, ownership

1. Food-Machines is entitled before delivering the rented property, proceeding with the delivery, or (otherwise) starting the execution of the rental agreement, to stipulate sufficient security for the punctual fulfillment of the payment obligations of the Renter.
2. If the Renter fails to provide the requested security, Food-Machines has the right to terminate the rental agreement, without prejudice to its right to compensation for any damages suffered by it, and without obligation to pay any damages to the Renter.
3. All items to be delivered and supplied by, on behalf of, or at the risk of Food-Machines under any lease are and shall remain the inalienable property of Food-Machines.
4. If the Renter is in default, Food-Machines is authorized to demand the rented property immediately.
5. The Renter is obligated to use and maintain the Leased Premises with due care and as the recognizable property of Food-Machines, to maintain the identifying features and packaging materials of the Leased Premises unchanged, and to adequately insure the Leased Premises against fire, explosion and water damage, machinery breakdown (business interruption) and theft.
6. The Tenant is not permitted to transfer the Leased Premises, whether or not as security, to third parties, to make any changes to the Leased Premises, to edit or process the Leased Premises or to have it edited or processed.
7. Tenant shall, at Food-machines’ first request, give Food-machines access to the Leased Premises for inspection.

Article 10. Purchase option

1. Tenant is authorized to purchase and take title to the Leased Premises from Food-Machines after the end of the lease, provided that Tenant pays the purchase price determined by Food-Machines for the Leased Premises within 14 days of the invoice date

Article 11. Liability

1. Should Food-Machines be liable for damages, Food-Machines’ liability shall be limited to a maximum of the rental price for two months.
2. The liability of Food-Machines is in any case always limited to the amount of the payment of its insurer.
3. Food-Machines shall only be liable for direct damages.
4. The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of Food-Machines

Article 12. Indemnification

1. The Renter indemnifies Food-Machines against any claims by third parties who suffer damage in connection with the execution of the rental agreement, the cause of which can be attributed to others than Food-Machines. If Food-Machines should be sued by third parties for this reason, the Renter is obligated to assist Food-Machines both extra-judicially and judicially, and immediately do everything that can be expected of him in that case.

Article 13. Applicable law and disputes.

1. All legal relationships to which Food-Machines is a party are exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad, or if the party involved in the legal relationship is domiciled there.
2. The court in the place of business of Food-Machines has exclusive jurisdiction to take cognizance of disputes, unless the law imperatively prescribes otherwise.
3. The Vienna Sales Convention (CISG) of April 11, 1980 (Trb. 1986,61) shall not apply and is hereby expressly excluded.

Article 14. Version of general terms and conditions

1. Applicable is always the version of the general terms and conditions as applicable at the time of the conclusion of the legal relationship with Food-Machines.
2. The Dutch text of the general terms and conditions is always decisive for their interpretation.