Definition and Scope

These general terms and conditions are applicable to the rental of: Transformers (LV and HV, low-voltage cabinets (LV cabinets) with connection cable; diesel generators; mobile high-voltage switching substations (mobile HV switching substations), Loadbanks (AC and DC) and related materials and provided services, as far as declared applicable in the offer, quotation or rental agreement.

These General term and conditions apply exclusively to the lease of equipment and the services provided by Critical Energy Services BV to a client/ Possible general hire conditions of the Lessee are explicitly excluded, even if they are solely effective. Any Counter-confirmation by the Lessee with reference to its own generatal terms and conditions are hereby rejected.

Establishment of agreement

All offers are free of engagement unless explicitly otherwise agreed in writing. Agreements are established if the lessor confirms the assignment in writing or if the lessor carries out the assignment received. If the accuracy of this written confirmation of assignment is not denied within 8 days after signing, parties are bound. The same goes for additions, changes and/or further agreements becoming effective. The lessee carries the risk for correct implementation of oral, telephonic or telegraphic assignments.

General obligations of parties

 The lessor commits himself to renting out the equipment specified in the confirmation of assignment (hereinafter : rented equipment) as well as the lessee commits himself to accepting the rented equipment from the lessor.

The lessee commits himself to paying the rental price agreed upon and all expenses and costs resulting from the rental agreement and to returning the rented equipment after termination of rent, taking into account undermentioned.

If more than one (legal) person acts as lessee, every lessee is individually liable for fulfilling the obligations resulting from the rental agreement.

Rental period

The minimum rental period is 1 week, unless parties agree in writing upon another period. The rental period commences at the time of delivery agreed upon or on the date when the rented equipment or a first part of it is put, earlier if desired, at the disposal of the lessee. The rental period terminates on the date on which the lessor has received in return the whole of the rented equipment or after consent to repair in case of damage. If the damage is not repairable, the rental period ends as soon as compensation is received.

Rental charges and other expenses

The rental price agreed upon is exclusive of sales tax. If, after date of offer, one or more of the cost price factors increase – even if this happens due to circumstances foreseeable at the moment of drawing up the agreement – the lessor is entitled to increase the rental price agreed upon accordingly. If the rented equipment, due to whatever cause, is not collected by the lessee at the delivery time agreed upon or can not be delivered to the lessee, the rental price nevertheless is due as of the date mentioned in the agreement

If the rented equipment is returned before the termination of the rental period agreed upon, the rental price for the entire rental period agreed upon is due nevertheless. The lessee furthermore has to pay in accordance with charges mentioned in the agreement for :- loading costs , unloading costs with return ,- return costs for use of crane, cleaning, measuring and sorting out as far as this was agreed upon, and if applicable, extra cleaning costs etc. in accordance repair costs – compensation for other damage, if any, of what the lessee owes according to the agreement.

Liability and force majeure

The lessor is not liable to the lessee for:

• any damage, direct or indirect, arising from malfunctions of the rented equipment of any kind, visible or not visible, and their consequences;
• company or further losses the lessee might suffer as a result of omission or delay of the delivery; delivery of only part of the rented equipment, replacement or repair if necessary due to fair wear and tear of the rented equipment;
• damage as a result of advices given orally or in writing by the lessor or his co-workers to the lessee concerning the execution of the job;

The lessor is not liable to the lessee if the lessor’s failure is caused by force majeure, including operational trouble with the lessor, default with suppliers or transporters and strikes with the lessor, suppliers or transporters.

The lessor commits himself to informing the lessee as soon as possible concerning the force majeure. If the force majeure, interrupted or not, has taken longer than thirty days, parties have the right to annul the agreement in writing. In such case the lessee has no right to compensation of any damage.

The lessee is liable for all damage to or caused by the rented equipment, however and by whoever caused including all (further) damage as a result of delay and/or whether or not partial inoperativeness of the lessor’s company, no matter whether or not the lessor could call upon force majeure.

The lessee indemnifies the lessor against any claim for compensation of damage inflicted during the rental period on a third party while using, storing or transporting the rented equipment.

Inspection and condition

The lessor commits himself to putting the rented equipment in good condition at the lessee’s disposal. If, concerning the condition, nothing has been agreed upon explicitly, the lessee can only claim a condition in line with what is normal and common when renting the equipment concerned.

The lessee reserves the right to declare the rented equipment unfit or to have it examined prior to the commencement of the rent and/or during the loading of the rented equipment.

In the event of rejection, the lessor will deliver replacing equipment if possible.

If the lessee doesn’t use his right to inspection, the rented equipment is considered to be delivered in good condition and according to the dimensions, specifications and weight agreed upon as indicated on the loading document delivered with the rented equipment.

Transport and transport costs

Delivery takes place from lessor’s depot. As far as nothing else is agreed upon, the loading at delivery and the unloading at return are at the lessor’s risk, while the transport to and from the place of delivery , including loading and unloading there are at the lessee’s account.

Should the lessor at the end of the rental period want the rented equipment to be delivered at another place than the one initially agreed upon, the lessee is to comply with that. In that event, however, the lessor will pay the costs for that transport to the lessee, as far as they are higher than what would have been the case with transport to the place initially agreed upon.

If any transport of the rented equipment is taken care of or arranged by the lessor on demand of the lessee, the lessor is not in any sense liable to the lessee for mistakes made and/or damage caused by the transporter appointed by him.

The lessee commits himself to taking care of any necessary permit of the authorities concerned, in case the rented equipment has to be transported via public road.

Maintenance and assurance obligation

During the rental period the rented equipment is at the cost and risk of the lessee from the moment of loading for transport to the unloading at return.

The lessee is obliged to return the rented equipment at the termination of the rental period in the same condition as the lessee has received it from the lessor.

This obligation for the lessee includes: – keeping the rented equipment at own cost in a good and worthy condition; – guarding the rented equipment properly, also outside working hours; – not in any sense overloading the rented equipment.

The lessor is entitled to examine the rented equipment, as long as any part of the rented equipment rests with the lessee. If the lessor hasn’t used this authority, this leaves the claims to any compensation for damage unimpeded.

Insurance

The lessee commits himself, during the rental period including loading and unloading, to taking care of a full insurance on the rented equipment against detriment by loss, theft and damage, among others as a result of fire. The insurance also has to offer coverage against legal liability. When asked, the lessee is obliged to show the lessor the insurance policy and premium receipts and any claim against the insurer in order to assure the lessor of payment.

The Lessee is responsible for insuring all relevant risks

During the entire Lease term, the Lessee must ensure, at its own expense, the maintenance of adequate all risk insurance against machinery breakdown and/or material damage, fire or theft, total and (partly) destruction or loss of the Equipment and all other risks relating to the use and transport of the equipment and the presence of the Equipment at all place of use, including but not limited to insurance of all damage, injury or loss caused to people or property, including legal assistance.

All-risk insurance against machinery breakdown and/or material damage, fire or theft, loss, Total Loss and (partly) destruction, must fully cover the replacement value of the equipment. The level and extent of an insurance coverage and the insurers itself, must be satisfactory to the Lessors and, if applicable, the owner other than the lessor any other requirements specified by the Lessor in the Quotation, together with any such other risks as the Lessor needs to be insured.

The Lessee will bear the consequences of insufficient insurance cover and non-payment by the insurers, for whatever reason. The Lessee may not amend, cancel or restrain from renewing any insurance policy without the prior written approval from the Lessor and inform the Lessor immediately of any such act.

The Hirer shall, at its own expense, obtain and maintain the following insurances:

• Insurance of such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as the Supplier may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment: and
  
  
• Insurance against such other or future or further risks relating to the Equipment as may be required by law, together with such insurance as the Supplier may from time to time consider to be reasonably necessary and advise to the Hirer.

Location of use, (soil) pollution

The Lessee will grant at any time access to the equipment to the staff, representatives and insures of the lessor and/or, as the case may be, the owner other then the lessor, or other persons appointed by any of them. The lessee will be liable for any loss, damage, costs, charges and/or expenses arising from the lessee’s non-compliance with this provision

The lessee has only the right to use the rented equipment on the place(s) agreed upon. The lessor reserves the right to annul the rental agreement immediately in writing if the equipment is transferred to another location. Nevertheless, in the event of an annulment, the lessor has the choice to draw up a new rental agreement as a result of the location change of the initially rented equipment.

The use of the rented equipment abroad is only permitted in case of explicit consent in writing of the lessor in advance. All extra risks and costs resulting from the transport to and from as well as the use abroad are to be paid by the lessee.

Except with explicit consent in writing of the lessor in advance, the lessee is not entitled to use the rented equipment on locations with possible chemically or otherwise polluted or contaminated soil and/or soil water.

If the rented equipment is used on chemically or otherwise polluted or contaminated soil, whether or not after permission of the lessor, the lessee is obliged to take care of a full cleansing of the rented equipment before return. This obligation is also valid if the lessee comes to the knowledge of the pollution after the commencement of the rent, or if the pollution is established only at the return of the rented equipment.

Furthermore, the lessee is liable for all damage of or by the rented equipment as a result of pollution or contamination, including in any case extra cleansing costs, as well as costs of cleansing, drainage or removal of the pollution spread into the soil and/or soil water on the premises where the lessor has put the equipment returned into storage, however and by whoever caused, including all the (further) damage as a result of delay and/or partial or total standstill of the company of the lessor or third parties, whether or not the lessee could appeal to force majeure.

Repair costs

The damage to the rented equipment referred to in section Liability, force majeure includes in any case repair costs or loss of weight.

By repair costs, it is meant all costs for repair or reparation the lessor has to pay to put the returned equipment again in a comparable condition to the lessor’s judgement, as similar as possible to the condition before the commencement of the rent.

In the event of damage to the rented equipment, the lessee is obliged to communicate this to the lessor.

The lessee is obliged to compensate the lessor for the repair costs on the basis of a specified record from the lessor.

Should the repair costs be higher than the maximum therefore mentioned in the rental agreement, the lessor will communicate in writing the amount of the damage and its calculation to the lessee. The lessee is expected to consent to this amount, unless he communicates in writing within 14 days after signing that he cannot consent to it. If the lessor, when asked, provides the lessee with a more specified written record of the repair costs, the charges that go with it are at the expense of the lessee. In all other cases, the lessor is entitled to start the repair of the damage immediately.

Payments

The lessee commits himself to paying every invoice he will receive from the lessor within 30 days after date of invoice to the lessor without any deduction or appeal to settlement.

In the event of exceeding this term of payment, the lessor is entitled to calculate an interest on overdue payments from the due date to the day of full payment, equal to the discount rate for promissory notes used by the Belgian Bank plus 2%.

If the lessee is in default with fulfilling one or more of his obligations, all reasonable costs in order to get extrajudicial fulfilment are at the expense of the lessee. Should the lessee fail to pay an amount on time, he forfeits an immediately claimable fine of 15% of the amount due, with a minimum of €250,00.

If the lessor has made higher costs than reasonably necessary, these also qualify for compensation.

Any reasonable judicial and execution costs made are also at the expense of the lessee.

The lessee owes interest on the collection costs made.

Any publicity doesn’t give the right to postponement of payment.

Guarantee

The lessor reserves the right to ask at any time – also when the agreement is already partly carried out – for guarantee, within a term to be determined by him, in accordance with the demands of the lessor concerning a correct and timely fulfilment of his rental agreement obligations.

The guarantee is valid until the moment of termination of the rent.

Conveyance, rights

The lessor remains the owner of the rented equipment. The lessee is not allowed to remove the identification sign, as far as it is applied, which shows a third party in a recognizable way the ownership of the lessor.

The lessee is obliged towards third parties, such as claiming creditors, to give evidence of the ownership of the rented equipment of the lessor, as soon as the risk exists that a third party will consider the rented equipment as property of the renter. In this case the lessee commits himself to informing the lessor without delay. Costs made to guarantee the rights of the lessor towards third parties are at the expense of the lessee.

The lessee is not entitled to give third parties any right to the rented equipment, to sublease it or to pass partially or totally his rights, resulting from this rental agreement, to third parties, without explicit written permission in advance by the lessor.

Lessee default

The lessee is considered to be legally in default if the lessee:

1. acts contrary to any provision of the rental agreement;
2. is declared to be in a state of bankruptcy, asks suspension of payment, if a claim is taken at his expense or if in any other way he is not capable to fulfill his obligations or suspends the operational activities or passes the authority for it to someone else.

In a case such as meant by the previous section, the lessor has the right to terminate the agreement immediately in writing without proof of default or judicial intercession. The lessor, moreover, has in the first case of the previous section the possibility to demand from the lessee instead of annulment, compliance with compensation or to suspend his obligations from the rental agreement without being liable to pay any compensation. The lessee is also obliged to compensate for the losses the lessor suffers as a result of this, including lost profit, interest and costs.

The provisions of the previous sections leave the right of the lessor unimpeded:

• to demand a full payment at once of what the lessee owes on the basis of the agreement
• all other right of the lessor concerning the shortcomings of the lessee elsewhere in these provisions or agreement

Final provisions

The Belgian right is applicable to this rental agreement.

All disputes, including those regarded like that by only one of the parties, that might occur between parties as a result of the agreement, will be settled by the competent court, the Commercial Court in Tongeren.