GENERAL RENTAL TERMS AND CONDITIONS DYNAMOSTAAL B.V. 

1. Applicability of these terms and conditions

1.1 These are the only terms and conditions that apply to all rental agreements concluded between Dynamostaal B.V. (hereinafter: "DS") and the Lessee, as well as to all offers, quotations, advice and deliveries relating thereto.

1.2 The Lessee can invoke different and/or additional stipulations and/or their own terms and conditions only if and to the extent that DS has explicitly accepted the applicability thereof in writing.

1.3 Once a contract has been concluded with the Lessee on the basis of the present terms and conditions, the Lessee agrees to the applicability of these terms and conditions to subsequent rental agreements between them and DS.

2. Entry into force and duration of the rental agreement

2.1 The rental will start on the date defined in the rental agreement as laid down in the confirmation issued or sent by DS to the Lessee and has been concluded for a period of at least 14 days.

3. Rental price

3.1  Unless explicitly indicated otherwise, the rental price is exclusive of costs incurred by DS such as costs for shipment, loading and unloading and VAT.

3.2 The calculation of the rental price of the Material and the costs incurred for loading and unloading in connection with the rental of this Material, as well as the costs of cleaning or replacement of this Material made necessary following the use by the Lessee, will be in accordance with fixed rates DS uses as stated in their rental price list (“Tarievenlijst Verhuur”).

3.3 The rental price is due irrespective of returning the Material within the minimum rental period or the Material not being used, and will at least amount to € 45.

3.4 The rental price is based on the prices at the moment DS confirms the rental agreement and will not be increased during the initial 3 months of the rental. In the event that prices subsequently rise due to for instance an increase of VAT and/or other taxes and/or duties or changes in government regulations or other causes, DS is entitled to increase the agreed rental price accordingly. In the event that the rental price is thus increased within three months after entering into the rental agreement, the Lessee is entitled to annul the agreement, in return for payment of the immediate costs incurred by DS in connection with the rental agreement.

4. Payment/security

4.1 Unless specific terms of payment have been agreed, payment will always be made at the offices of DS at the address stated in the invoice and within 30 days of the invoice date.

4.2 DS will at all times be entitled to demand payment in advance or immediate payment in cash, in which case the Lessee is obliged to comply with such a demand.

4.3 DS may at all times require that the Lessee pays a security deposit prior to receiving the Material. The security deposit will be refunded after termination of the rental, after deducting any outstanding rent and all the Lessee may further owe DS in connection with the rental. No interest will be paid over the security deposit.

4.4 In the event that and as soon as DS requests so at any time, the Lessee will be obliged to furnish security, in a form approved of by DS, for the payment of rent.

4.5 Each payment made by the Lessee will be considered payment of the oldest invoice that is still outstanding, irrespective of whether or not the payment was made explicitly stating otherwise.

4.6 The Lessee is not allowed to offset any of their debts to DS against any (un)disputed debt to the Lessee on the part of DS, or suspend the payment of any such debt in connection with any (un)disputed debt to the Lessee on the part of DS. 

4.7 In the event that the Lessee fails to pay any amount they owe in accordance with the stipulations in these terms and conditions, they are considered to be in default immediately and by operation of law, without any further notice of default being required. In that case all claims DS has against the Lessee, for whatever reason, of whatever nature, will become immediately due and payable, whereas DS will in that case immediately be entitled to payment of interest at 1.5% a month or part of a month on the total amount of those claims.

4.8 All of DS's claims will also become immediately due and payable in the event that: 

a. any part of the Lessee's assets is attached, the Lessee applies for a moratorium, an application for the Lessee’s bankruptcy is filed and/or the Lessee has otherwise encountered payment difficulties;

b. the Lessee winds up their business, changes the legal form of their business, or transfers their business to a third party, or moves their registered office and/or place of residence abroad.

4.9 All costs both in and out of court made in connection with DS collecting any claim against the Lessee will be borne by the Lessee. All           extrajudicial costs will be deemed to amount to at least 15% of the amount to be claimed.

5. Collection, use and return of the Material

5.1 Except in cases of specific arrangements between DS and the Lessee, the Material will be placed at the Lessee’s disposal on the first workday (every Monday-Friday, with the exception of all recognized public holidays in the Netherlands) of the rental agreement and the Lessee should collect the Material that same day from the address given by DS and return the Material on a workday between 8.00 AM and 16.00 PM at the same address.

5.2 Loading, unloading and shipment of the Material will in all cases be at the Lessee’s own risk and expense, unless explicitly agreed otherwise in writing.

5.3 The Lessee is obliged to handle the Material with care and use it expertly. The Lessee will only use the Material for purposes for which, according to all reasonable standards, it is fit and taking into account the directions, regulations and instructions provided by DS, as well as any applicable government rules and regulations.

5.4 The Lessee will keep and return the Material in good working order, the expenses of which they will bear themselves, such that the Material will not lose value, except as a result of regular wear and tear.

5.5 All additional costs and expenses in connection with the storage and the use of the Material during the rental period will be borne by the Lessee.

5.6 Unless the Lessee has agreed such with DS in advance in writing, the Lessee will not be allowed to make alterations in or to the Material.

5.7 Except for cases of prior written permission by DS, the Lessee is only permitted to employ the Material for their own use. In the event that the Lessee allows a third party to use the Material, with the permission of DS, the obligation to comply with their commitments ensuing from the rental agreement will not be prejudiced.

5.8 The Lessee will in any case not be allowed to establish a right in rem upon the Material, to sell it or in any other way compromise DS's ownership right in the Material. The Lessee is furthermore obliged to make sure that third parties do not infringe DS's ownership rights in the Material. The Lessee will specifically:

a. In the event of an attachment of the Material or in case there is valid reason to fear attachment of the Material, or in the event that third parties wish to assert rights to the objects, immediately inform DS thereof and immediately inform the attaching bailiff and the third parties in question of DS's ownership rights;

b. In the event that the Material will no longer be within their power, immediately inform DS thereof and immediately take the necessary 
measures to protect DS's rights. DS may take those measures themselves, the cost of which will be borne by the Lessee. The Lessee will at all times cooperate.

5.9 The Lessee is obliged to immediately inform DS of any damage to the Material, whichever way it occurred.

5.10 The Lessee will at all times allow DS free access to their premises and/or buildings in order to inspect the Material or to exercise their rights.

6. Lessee's Obligation to Insure

6.1 The Lessee is obliged, at their own expense and to the satisfaction of DS, to insure the Material with a reliable company for the entire duration of the agreement, against:

a. all risks that may arise relating to the Material, including theft, loss and damage to the Material, whichever way it occurred, to the amount of the replacement value.

b. all liability risks of DS's in connection with the Material under to most extensive cover for those risks.

6.2 The Lessee is obliged to have DS included in the insurance policy as co-insured and as sole party entitled to any payment of insurance money, without this resulting in DS being obliged to pay insurance premiums or being demanded by the insurer to pay any costs, of whatever nature and for whatever reason.

6.3 The Lessee will make sure that insurance money to be paid by the insurer will be directly paid to DS.

6.4 The Lessee will meticulously comply with all conditions ensuing from the insurance agreement, they will in particular punctually pay the premium due.

6.5 Any deductible to be set by the insurer, as well as any subsequent increase thereof, will be at the risk and expense of the Lessee.

6.6 At DS's request, the Lessee will submit to DS, the written confirmation of the insurer, the insurance policy and the receipts of their premium contributions in question.

7. Immediate termination of the rental agreement, taking back the Material and liability of the Lessee

7.1 In the event that in DS's opinion there are valid reasons to assume that the Material or their rights in the Material, or any other right they have with respect to the Lessee are or will be at risk, DS will at all times be entitled to terminate the rental agreement with immediate effect and without any prior notice or default notice or court decision being required, and to take back the Material, without prejudice to their rights to claim payment of costs, damage and interest and without prejudice to the other rights DS might have pursuant to the stipulations of the rental agreement and applicable law, also including the rights DS has pursuant to articles 6:265 and 6:266 Dutch Civil Code.

7.2 A valid reason as meant in article 7.1 of these terms and conditions is in any case present in the event that: 

a. the Lessee fails to meet the obligation of paying the rent and/or any other payment to DS in good time;

b. the Lessee acts contrary to any stipulation of the rental agreement and these terms and conditions;

c.            the Lessee becomes legally incompetent, their property is put under administration, their bankruptcy has either been applied for or ordered, or a moratorium is applied for or granted;

d. the Lessee fails to comply with their obligations towards third parties or negotiates or enters into an arrangement (whether or not as meant in the Dutch Bankruptcy Act) or another contract with their creditors;

e. the Material or a part thereof is attached and/or third parties lay claim to said Material or to other goods of the Lessee's and/or goods that are held by the Lessee are being attached;

f. the Lessee has lost actual power over the Material or a part thereof or that, in DS’s opinion, repair of the Material is impossible or entails unreasonably high costs;

g. the Lessee either voluntarily or involuntarily decides to cease their business activities or – upon the Lessee’s death or in case the Lessee is a legal entity - liquidation and/or dissolution of the legal entity is decided for and/or dissolution of the legal entity is demanded;

h. the Lessee will relocate abroad or has already relocated there or no longer has a fixed abode in the Netherlands.

7.3 All costs relating to taking back the Material by DS are to be borne by the Lessee.

7.4 In the event and to the extent that the Lessee fails to comply with one or more stipulations of the rental agreement, the Lessee is obliged to reimburse DS for all damage suffered by DS as a result.

8. Right to inspect the Material, complaints

8.1 The Lessee, at their own expense, will always have the right to inspect the Material or have it inspected prior to shipment. If the Lessee does not exercise this right or in the event and to the extent that they did not make any objection known during the inspection and that the objection is immediately confirmed in writing, they are deemed to have accepted the Material in good condition, which means clean and without any visible defects, and in accordance with the agreed dimensions, weight and specifications, resulting in any claim the Lessee has against DS in that respect to expire.

8.2 Complaints with respect to hidden defects must be made known to DS in writing, immediately after these defects have been discovered, or could reasonably have been discovered. Failure to do so means the loss of any claim the Lessee may have against DS in that respect.

8.3 In the event and to the extent that the complaints are justified in DS's opinion, DS will, at their discretion, replace or repair the Material free of charge. In the latter case DS will, during the time needed to repair the Material, place sufficient replacement Material at the Lessee’s disposal.

9. Warranty and liability DS

9.1 DS vouches for the soundness of all Material they rent out, meaning that they warrant that on the day the Material is placed at the Lessee’s disposal, the Material can be used for the purposes for which it is fit according to reasonable standards, and that the Material complies with the specifications explicitly stipulated in the rental agreement. DS does not in any way warrant the fitness of the Material for the purposes for which the Lessee uses it.

9.2 The Material is rented out with due observance of the customary tolerances in terms of dimensions, weight and quantities, unless explicitly agreed otherwise.

9.3 DS will not in any other way than stipulated in articles 9.1 and 9.2 be liable for damage caused to the Lessee and/or their employees resulting from failure on the part of DS to fulfil the obligations towards the Lessee, except in cases where and to the extent that this damage was the result of wilful misconduct or gross negligence on the part of DS and/or their employees. Nor will DS be liable for damage caused by a wrongful or unlawful act on the part of DS and/or several of their employees for which DS could be held liable pursuant to article 6:170 Dutch Civil Code, except in cases where and to the extent that the damage was caused by wilful misconduct or gross negligence on the part of DS and/or their employees. 

9.4 The Lessee will indemnify DS against all claims by third parties for compensation for any damage suffered by said third parties as a result of any use of the Material by the Lessee and/or their employees, or by third parties.

9.5 Any liability on the part of DS for loss of profit, consequential damage and/or indirect damage is excluded at all times.

9.6 Compensation for damage caused by defects in the Material will never exceed the amount paid under the insurance taken out by the Lessee (pursuant to article 6) to the satisfaction of DS.

9.7 Any claim against DS will expire one year after the claim in question arose.

9.8 Any defences that DS may derive from the rental agreement to contest their liability may also be invoked by employees and agents of DS's against the Lessee, as if these employees or agents were party to the rental agreement themselves.

10. Option to purchase

10.1 The Lessee will only have a right of use and a right of enjoyment of the Material. However, DS and the Lessee may at any time agree that the Material will be sold by DS to the Lessee at a price to be determined at the time by the parties. The price will be based on the market value of the Material at the moment of concluding the purchase agreement.

10.2 The rental agreement will then be terminated as of the date of the purchase agreement. These terms and conditions will then no longer apply, unless and to the extent that the Lessee still owes DS any amount in connection with the rental agreement. Instead thereof DS’s terms and conditions of sale for steel will apply.

11. Governing law, language and competent court

11.1 The rental agreement, including these terms and conditions are governed by the laws of the Netherlands.

11.2 These terms and conditions will be published in Dutch, English, French and German. In the event of disputes over interpretation of these texts, the Dutch text will always prevail and be binding between the parties.

11.3 All disputes arising from or otherwise relating to the rental agreement and/or these terms and conditions will be submitted to the competent court in Utrecht (the Netherlands). These terms and conditions were filed with the Chamber of Commerce in Utrecht (the Netherlands).