GENERAL TERMS AND CONDITIONS beMatrix® rental and service center Belgium Ltd
The present terms and conditions apply to all offers and quotations issued by beMatrix® rental and service center Belgium Ltd; with registered office at Wijnendalestraat 174, 8800 Roeselare, Belgium, registered in the Crossroads Bank for Enterprises under number 0740.940.933 (hereinafter referred to as “beMatrix®rsc”); on any rental agreement concluded between beMatrix®rsc and the customer (hereinafter referred to as “Customer”) and on all invoices issued by beMatrix®rsc, unless the parties explicitly have agreed otherwise upon in writing; regardless of the Customer’s place of residence or establishment and regardless of whether the agreement must be carried out in Belgium or abroad. These terms and conditions take absolute precedence over any terms and conditions established by the Customer, even if the latter stipulate the opposite.
The Customer is deemed to accept these general terms and conditions by the mere fact of his request for rent. The non-application by beMatrix®rsc of one or several provisions of these general terms and conditions cannot, in any way, be considered as a renunciation of these general terms and conditions.
Insofar as it is not explicitly specified below which type of lease is involved, the following general terms and conditions apply to both types of lease.
1. The Customer has the choice between a short-term lease, whereby the lease runs for a maximum of 3 weeks from the day of pick-up/shipment, or a long-term lease, which is concluded for a period of 6 months from the day of pick-up/shipment and unless cancelled is automatically extended by 6 months. Long-term rental agreements can only be concluded if at least 50 frames are rented.
beMatrix®rsc is entitled to dissolve the rental agreement at any time with immediate effect, by law and without notice, if the Customer fails to fulfil the terms of the rental agreement, without any compensation being due by beMatrix®rsc. In this case, the Customer is obliged to immediately pay beMatrix®rsc, without delay, all due and unpaid instalments plus a lump-sum compensation equal to 65% of the due rental amount for the remaining term of the rental agreement without prejudice to beMatrix®rsc’s right to higher compensation if the actual loss suffered is higher. beMatrix®rsc is also entitled to immediately take back the rented goods at the expense of the Customer.
Long-term leases are automatically renewed for a period of 6 months after the expiry of the initial term, except in the event of termination by either parties no later than 1 month before the end of each 6-month period. The cancellation must be made by registered letter. The notice period starts from the third working day after the registered letter has been sent.
If the Client prematurely terminates the long-term agreement, he is obliged to immediately reimburse beMatrix®rsc for the remaining lease price for the remaining duration of the lease.
If the Customer cancels an order, he’s liable to pay compensation to beMatrix®rsc that is calculated as follows: if the cancellation occurs more than 3 weeks prior to shipment, no compensation is due. If the cancellation occurs less than 3 weeks prior to shipment but more than 48 hours prior to shipment, a compensation estimated at 30% of the gross rental price is due for the (remaining) term of the rental agreement. If cancellation occurs less than 48 hours prior to shipment, 100% of the gross rental price is due for the (remaining) term of the rental agreement, without prejudice to beMatrix®rsc’s right to higher compensation if the actual loss suffered is higher.
2. The prices quoted are without obligation and are only binding for beMatrix®rsc after written confirmation by beMatrix®rsc.
The rental price is a gross price [price before discount] and is calculated with discount as mentioned in the rental agreement. The transport costs are always at the expense of the Customer, unless otherwise agreed.The rental price is exclusive of costs for the preparation and packing of the order, for which the working hours are at the expense of the Customer and are invoiced separately at a rate of 45.00 EUR per hour, without prejudice to the provisions of the rental agreement.
beMatrix®rsc explicitly reserves the right, upon prior notification, to increase its prices if certain costs which affect the agreed price increase, such as increase in prices of basic products or raw materials, materials, wages, freight or other costs of third parties, increase of duties and excise duties on goods, changes in the currency, etc., even if this occurs as a result of foreseeable circumstances.
Early return of the rented goods or cancellation of the rental agreement does not entitle the Customer to a refund or reduction of the rental price.
3. For the long-term rental contracts, a fixed fee will be charged monthly, which will be paid by the Customer via direct debit. In the event of two consecutive refused direct debits, where a lack of funds in the Customer’s account is the reason for the refusal, beMatrix®rsc reserves the right to terminate the long-term lease, without prejudice to its right to claim compensation.
The invoices are payable in cash at the registered office of beMatrix®rsc in the designated currency, net and without discount, unless stated otherwise on the invoice. All payment costs are borne by the Customer. All collection and protest costs, whether of accepted bills of exchange, or of unaccepted bills of exchange, or of bank and discount costs, are borne by the Customer.
In the absence of protest by registered letter within 5 days of the invoice date, each invoice is considered to be accepted. Protest of the invoice does not suspend the Customer’s payment obligation.
In the event of total or partial non-payment of an invoice on the due date, the Customer is legally and without prior notice of default owed a conventional default interest equal to 1% per month for each month already started. In addition, in the event of total or partial non-payment of the debt on the due date without valid reason, after unsuccessful notice of default, the debt balance will be increased by a fixed compensation amounting to 12% of the invoiced amount, with a minimum of 125.00 EUR and a maximum of 2,000.00 EUR, even with the granting of grace periods and without prejudice to beMatrix®rsc’s right to higher compensation if the actual loss suffered is higher. beMatrix®rsc is entitled to reasonable compensation from the Customer for all relevant collection costs arising from the non-payment, without prejudice to the right of reimbursement of the legal costs. In the event of non-payment of one invoice (i), all other unpaid invoices become immediately due, legally and without prior notice, in full, regardless of whether or not these invoices have expired, and (ii) beMatrix®rsc is entitled, without prior notice of default and without being liable for compensation, to suspend the remaining orders of the Customer until full payment of the invoice.
If beMatrix®rsc’s confidence in the creditworthiness of the Customer is shocked by court decisions and/or demonstrable other events which call into question and/or render impossible the confidence in the proper fulfilment of the obligations undertaken by the Customer, beMatrix®rsc reserves the right, even if the goods have already been made available in whole or in part, to suspend all or part of their availability and to demand suitable guarantees from the Customer. If the Customer refuses to accept this, beMatrix®rsc reserves the right, without the Client being entitled to any compensation of damages whatsoever, to dissolve the rental agreement without legal intervention and without prejudice to beMatrix®rsc’s right to compensation for the damage it has suffered. This damage is estimated at a flat rate of 65% of the invoiced price of the goods involved. Each payment is deemed to be a payment of any interest and/or costs due and subsequently a payment of the oldest outstanding invoice, regardless of whether or not this was explicitly stated otherwise at the time of payment. Offsetting of debts by the Customer is explicitly excluded.
4. The rented goods are made available to the Customer ex-factory, either by handing over the rented goods directly to the Customer, or by handing over the rented goods to a carrier at the Customer’s expense. Late availability of the rented goods for reasons beyond the control of beMatrix®rsc do not entitle the Customer to dissolve the rental agreement or to any compensation from beMatrix®rsc.
In all cases the rented goods are transported on pallets or in boxes owned by beMatrix®rsc, which must be reused upon return. All damage and costs resulting from missing or damaged packaging material is borne by the Customer.
5. The goods remain the property of beMatrix®rsc at all times. The Customer undertakes not to sell, process, pledge or alienate the rented goods. The Customer is not permitted to rent out or lend out the rented goods to third parties, whether or not for a fee.
The Customer is obliged to inform beMatrix®rsc about the address and location of the rented goods. The Customer may only move the rented goods with prior notice to and approval by beMatrix®rsc.
The Customer undertakes to take all measures and give notice, at his expense, in order to make beMatrix®rsc’s ownership of the rented goods opposable to third parties.
The Customer undertakes to inform beMatrix®rsc immediately in the event of seizure, loss, theft or other circumstances that could jeopardize beMatrix®rsc’s ownership rights on the rented goods, such as, among other things but not limited to, the application for bankruptcy or legal reorganization by the Customer. All damage, costs or loss of the rented goods as a result of a seizure, loss, theft or other circumstances, which jeopardize beMatrix®rsc’s ownership rights on the rented goods, are at the expense of the Customer without prejudice to the due rental price.
In the event of theft, the Customer is obliged to report this to the police within 24 hours and to immediately provide beMatrix®rsc with a copy of the official report.
6. The Customer is responsible for the possession and any use of the rented goods. The Customer undertakes to use the rented goods only for the purpose of carrying out his business activities, for the purposes for which the manufacturer intended them, in accordance with the technical specifications and operating instructions, and to use the rented goods at his own expense and risk as a prudent person and according to the rules of the art.
The Customer undertakes to take the necessary safety measures in connection with the risks associated with the use of the rented goods that are deemed to have been accepted by the Customer upon commissioning. beMatrix®rsc is only liable for direct damage caused by non-compliance with its contractual obligations, if and insofar as this damage is caused by its fraud, deception or intentional error. The liability of beMatrix®rsc is at all times limited to a maximum of the part of the invoice value of the goods made available for the Customer to which the liability relates. If the damage is covered by insurance, the liability of beMatrix®rsc is limited to the amount that is actually paid out by its insurer. beMatrix®rsc is never liable for indirect damage, including but not limited to, consequential damage, profit loss, missed savings, production restrictions, administration or personnel costs, increase in general costs, loss of customers, claims from third parties or damage to third parties.
Any claim for damages by the Customer against beMatrix®rsc will lapse by law if it has not been brought before the competent court within a period of 1 year from the date on which the Customer became aware or should reasonably have been aware of the facts on which the claim is based. The Customer explicitly accepts that beMatrix®rsc is not liable for the structural stability of the final construction and that the Customer is not entitled to demand the dissolution of the agreement, to refuse delivery and/or payment and/or to obtain any compensation. All costs for additional reinforcement or rigging are solely borne by the Customer. This also applies if beMatrix®rsc assists the Customer with the installation of the delivered goods. The Customer is also solely liable for all damage to goods of third parties and for all damage resulting from theft, loss or damage to or by tools or other materials from beMatrix®rsc used in the course of this assistance. The Customer undertakes not to use beMatrix®rsc goods for permanent and load-bearing structures that are the subject of the EN1090 standard, with the exception of the “Xtreme solutions”, such as but not limited to the ‘Double Deck’ and ‘beTruss’. beMatrix®rsc undertakes to name these “Xtreme solutions” as such. The Customer undertakes not to use the beMatrix®rsc goods for permanent constructions.
7. The Customer undertakes to insure himself sufficiently (and at least for the new value of the rented goods) with an approved insurance company against fire, water damage and theft during the entire duration of the rental period and to submit, at beMatrix®rsc’s first request, a copy of the insurance policy and of the latest premium waiver.
8. The Customer undertakes not to make any changes to the rented goods that could change their nature of operation, except with the prior written consent from beMatrix®rsc.
The Customer is responsible for payment of all costs, charges, levies, taxes or penalties related to the use of the rented goods during the term of the rental agreement and undertakes to indemnify beMatrix®rsc against claims from third parties in this regard.
9. The Customer undertakes, unless otherwise agreed in writing, to return the rented goods himself at his own expense upon ending of the rental agreement, regardless of the reason and regardless of who took the initiative, in the condition in which it was received and with use of the pallets or boxes referred to in Article 4, at the registered office of beMatrix®rsc. When returning the rented goods, the Customer is obliged to have the rented goods signed off as returned. Failing this, the Customer bears the burden of proof that the rented goods were returned in the condition in which they were received.
beMatrix®rsc reserves the right at all times, to carry out an entry inspection up to 4 days after return in order to verify the rented goods for damage and/or missing goods or parts. The Customer may, with explicit written request at the latest on the time of return of the rented goods, be present at the entry inspection. Failing this, the Customer is deemed to waive this right and accept the findings of the entry inspection by beMatrix®rsc. The parties agree that the entry inspection serves as conclusive evidence of the ascertained damage and/or missing goods, without prejudice to the factual presumption stated in the preceding paragraph. As only the externally visible condition of the goods can be assessed upon the entry inspection, beMatrix®rsc reserves the right to claim compensation from the Customer for any damage that is not immediately visible.
In the event of limited damage to the rented goods, i.e. damage which can be repaired by beMatrix®rsc, the Customer is obliged to pay a compensation equal to the number of hours required for repair by beMatrix®rsc at an hourly rate of 45.00 EUR. In the event of major damage to the rented goods, as a result of which they can no longer be rented by beMatrix®rsc, the compensation is estimated at the loss of income, i.e. 6 times the gross rental price per week for a frame and 5 times the gross rental price per week for a component, without prejudice to beMatrix®rsc’s right to claim higher compensation if the actual damage suffered is higher.
Some non-limitative examples of damage:
- Drill, nail and screw holes;
- Bumped or broken corners or edges;
- Lacquer damage or lacquer with glue residues from adhesive tape, hook and loop tape, etc.
- Greasy or dirty stains from use in e.g. kitchen on stand;
- Bent, shortened or scratched parts;
- All kinds of damage due to improper or incorrect use, negligence or carelessness of the Customer.
beMatrix®rsc will inform the Customer, in writing by registered letter, of the damage and the compensation due. In the absence of protest from the Customer, by registered letter within a period of 3 working days from the date of the registered letter from beMatrix®rsc, the Customer is deemed to agree to the estimation and owes this amount to beMatrix®rsc.
In the absence of a timely return of the rented goods, or part thereof, upon ending of the rental agreement, the Customer owes beMatrix®rsc, for each day of delay, in addition to the original rental price, a lump-sum compensation equal to 25% of the gross rental price, without prejudice to beMatrix®rsc’ right for a higher compensation if the actual loss suffered is higher. In this case, the Customer is guilty of embezzlement and abuse of trust, for which beMatrix®rsc will not fail to file a complaint with the competent legal authorities.
In the absence of return of the rented goods, or part thereof, upon ending of the rental agreement, the Customer owes beMatrix®rsc a compensation equal to the loss of income suffered by beMatrix®rsc, i.e. 6 times the gross rental price per week for a frame and 5 times the gross rental price per week for a component, without prejudice to beMatrix®rsc’s right to claim higher compensation if the actual loss suffered is higher. In this case, the Customer is guilty of embezzlement and theft, for which beMatrix®rsc will not fail to file a complaint with the competent legal authorities.
In the event of loss or theft of (part of) the rented goods or such serious destruction or damage that repair of the rented goods is impossible, the rental agreement is dissolved by law without notice of default. The Customer accepts that beMatrix®rsc will determine when this is the case. In this case, the Customer owes beMatrix®rsc a compensation equal to the current replacement value of the rented goods, without prejudice to beMatrix®rsc’s right to a higher compensation if the actual damage suffered is higher. In this case, the rented goods are at the free disposal of the Customer who undertakes to be responsible for storage, clearance, dismantling, transport, etc. of the rented goods or their remains, at his own expense.
10. The Customer undertakes to immediately notify, in writing, beMatrix®rsc of any damage or technical defect to or caused by the rented goods that arises or occurs during the term of the rental agreement. beMatrix®rsc is entitled to inspect the rented goods at the Customer’s premises at any time.
The Customer is not permitted to carry out maintenance and repair work on the rented goods himself. If the Customer determines that repair work is required, the Customer undertakes to immediately inform beMatrix®rsc in writing. If the rented goods require urgent repairs or maintenance during the rental period, the Customer will tolerate this, without any right of compensation or dissolution of the rental agreement. The Customer also undertakes to allow beMatrix®rsc or a person appointed by beMatrix®rsc to carry out repair work due to normal wear and tear.
11. During the rental period, the Customer is liable for all possible damage or nuisance, including vandalism and force majeure, erroneous or not, caused to or by the rented goods.
The Customer undertakes to indemnify beMatrix®rsc against all possible third party claims for compensation for damage caused by or with the rented goods during the rental agreement.
12. beMatrix®rsc and/or an affiliated company reserves all industrial and intellectual property rights with regards to the delivered goods at all times. The rental can never result in a transfer of any industrial or intellectual property right. The Customer undertakes not to remove the trademarks of beMatrix®rsc and/or an affiliated company and/or other marks referring in any way to beMatrix®rsc and/or an affiliated company and/or its goods and/or services from the delivered goods nor to make them invisible. The Customer undertakes not to infringe any of the industrial and intellectual property rights of beMatrix®rsc and/or any affiliated company thereof and to immediately inform beMatrix®rsc in writing of any infringements by third parties. In the event that a third party claims that the goods and/or services would constitute a violation of his rights, the Customer undertakes to immediately inform beMatrix®rsc of this in writing and on pain of forfeiting any possible redress on beMatrix®rsc.
13. The Customer is forbidden to sublet or lend the rented goods or to hand them over to third parties or make them available under any other clause without the prior written consent of beMatrix®rsc.
14. All agreements between beMatrix®rsc and the Customer are part of one single contractual relationship. If the Customer fails to fulfil his obligations under a particular agreement, beMatrix®rsc is entitled to suspend the further implementation of both the relevant and other current agreements. beMatrix®rsc is entitled to dissolve any agreement with the Customer at any time, with immediate effect, by operation of law, without prior notice of default and without payment of any compensation in the following cases: (i) the Customer remains in default of (timely) fulfilment of one or more obligations arising from the agreement; (ii) in the event of a cessation of payment or (application for) bankruptcy or any reorganization by the Customer; (iii) in the event of liquidation or cessation of the Customer’s activities; (iv) in the event of seizure of (part of) the Customer’s assets. In the event of dissolution, all claims of beMatrix®rsc against the Customer become immediately due and payable. In this case the Customer owes beMatrix®rsc a lump-sum compensation of 10% of the value of the ordered goods without prejudice to beMatrix®rsc’s right to a higher claim compensation if the actual loss suffered is higher.
16. All agreements concluded by beMatrix®rsc to which these general terms and conditions apply are exclusively governed by Belgian law. This provision applies in any case, regardless of the capacity of the parties, the place where the agreement was concluded or where the agreement must be concluded, insofar as the provision of applicable law is permitted. All disputes between the Customer and beMatrix®rsc fall entirely within the jurisdiction of the competent courts of the registered office of beMatrix®rsc, unless beMatrix®rsc prefers to bring the claim before the court having jurisdiction in accordance with the legal code.
17. The possible nullity or unenforceability of one or several provisions (or parts thereof) of these terms and conditions does not in any way affect the validity and enforceability of any other provision of the terms and conditions. Where appropriate, the Customer and beMatrix®rsc confirm that the court has the authority to mitigate the clause in question to the maximum that is permitted within the relevant legal limits.
In the event of a dispute regarding the interpretation of these conditions, the Dutch text always prevails.