Service terms and conditions
Service Contract General Terms and Conditions Flash Rental Services BV. Registered at the Chamber of Commerce in Rotterdam, file 24334970.
Article 1. Definitions
1.1 Flash Rental Services BV, hereinafter to be referred to as "Flash": the supplier of services and maintenance service.
1.2 Customer: the buyer of the services or maintenance service.
1.3 Service contract: the contract where Flash undertakes to supply services and maintenance service based on a payment made by the Customer.
1.4 Payment: the monetary consideration of the Customer for the supplied services and maintenance service.
1.5 Cost factors: includes cost prices, labour costs, national insurance contributions and shipment costs.
1.6 Force majeure: that which this is understood to mean in the eyes of the law and case law. All causes ensuing from outside that were foreseen or unforeseen on which you cannot exert influence and yet due to which you are unable to fulfil your obligations.
Article 2. Applicability
2.1 These Terms and Conditions shall apply to all Service Contracts between Flash and the Customer on which Flash has expressly or tacitly declared that these Terms and Conditions shall apply for insofar as the parties have not expressly deviated from these Terms and Conditions in writing.
2.2 The Service Contract and the Annex(es) of the Service Contract are an integral part and form a whole as such. The “Service Contract General Terms and Conditions" shall apply.
2.3 Should any provision of these Terms and Conditions lack validity for whatever reason, these Terms and Conditions shall remain in force in relation to the other provisions and parties shall provide an arrangement for the replacement of the provision that does not apply retaining as far as possible its effect by mutual agreement.
2.4 Should there be any deviations between the Service Contract, including the Annex(es), and any term or condition in a separate Contract, the Service Contract shall prevail unless the Contract expressly specifies that deviation from the Service Contract shall take place.
2.5 The General Terms and Conditions of the Customer are expressly rejected.
Article 3. Contract Duration
The duration of the Contract has a term as listed in the Service Contract with a tacit renewal of 1 year. The Contract shall come into effect on the effective date given in the Service Contract.
Article 4. Quotations/Rates
4.1 The offers made by Flash are without obligation unless otherwise expressly stipulated in writing.
4.2 Orders shall be deemed to be binding for Flash when they have been confirmed in writing and/or when they are actually executed.
4.3 The rates in the Service Contract and annex(es) exclude VAT unless otherwise agreed in writing and/or otherwise indicated by Flash.
4.4 Flash shall be entitled to pass on cost price increasing elements in the price that occur from the day on which the contract came into force. Cost price increasing elements are in any case increases of the supplier’s prices, statutory mandatory increases related to wages, increases in the national insurance contributions collected, taxes and other levies. All additional costs that may apply in all reasonableness when the contract is drawn up due to unforeseen conditions shall be passed on.
4.5 The Customer shall be entitled to dissolve the contract up to fourteen days after Flash has announced in writing the price increases listed in paragraph 4 that are not the result of a government VAT or other levy increase.
Article 5. Execution of the Work
5.1 Flash shall ensure that the equipment listed in the annex(es) shall remain in a good state of operation with due observance of the agreed provisions.
5.2 The Customer shall only carry out simple cleaning and maintenance work at said Customer’s expense and risk as listed in the relevant user manuals or in this contract.
5.3 The Customer must report any faults and damage that may occur immediately to Flash. Flash shall take the required measures once it has received a report to ensure that the repair work is started within the agreed conditions.
5.4 Work shall be performed based on the agreement that has been concluded by both parties.
5.5 Should a term have been agreed for the completion of certain work, this shall never be deemed to be a deadline. Should the term be exceeded, the Customer must, therefore, give Flash notice of default.
5.6 Flash shall be entitled to call in third parties to execute this contract.
Article 6. Obligations of the Customer
6.1 The Customer shall make the equipment available at the times required by Flash to ensure services can be supplied and work can be performed.
6.2 The Customer shall grant access to the equipment to ensure services can be supplied and work can be performed. The Customer shall make available the facilities that Flash may deem necessary such as a working area and materials/tools that cannot be deemed to belong to the equipment of Flash.
6.3 The Customer shall ensure that the space in which the equipment has been installed continues to meet the specifications and conditions set as is normal for this equipment or have been set by Flash.
6.4 The Customer shall provide all information on time to Flash that Flash has specified is required or regarding which the Customer should understand that it is required in all reasonableness in order for the work to be performed. Should the information required to carry out the work not be issued on time, Flash shall be entitled to suspend the execution of the work and/or shall be entitled to charge for the additional costs that arise from the delay in accordance with the normal rates of the Customer.
Article 7. Payment
7.1 Payment must occur within 30 days after invoice date by transferring the amount due to bank account number 35.12.32.362 held at the to Rabobank Alblasserwaard Noord en Oost branch that is in the name of Flash Rental Services BV with registered offices in Rotterdam.
7.2 The Customer shall be deemed to be in default by operation of law after the payment term has elapsed without any notice of default being necessary. Said Customer shall owe the statutory interest rate with regard to the amount due and payable from the moment of default and for the duration of this default.
7.3 Payment must take place without discount or deduction.
7.4 The obligations of the Customer shall be immediately due and payable in case of winding-up, bankruptcy or suspension of payment of the Customer.
7.5 Payments made by the Customer shall, in the first place, always reduce all interest and costs due and payable and, in the second place, shall reduce claimable invoices that are outstanding the longest even when the Customer states that settlement is related to a later invoice.
Article 8. Collection Costs
8.1 Should the Customer be in default in relation to fulfilling one or more of said Customer’s obligations, all reasonable costs related to obtaining settlement extrajudicially shall be paid by the Customer. In this case, the Customer must pay Flash the extrajudicial collection costs calculated in accordance with the rates set by the Netherlands Bar Association regardless of whether the costs have really been incurred.
8.2 If Flash should demonstrate that Flash has incurred higher costs that were required in all reasonableness, these shall also be deemed to be payable by the Customer.
8.3 The Customer shall be deemed to owe Flash the court costs incurred by Flash in all instances unless these should be deemed to be unreasonably high. This shall only apply if Flash and the Customer conduct legal proceedings in relation to a contract to which these general Terms and Conditions apply and the court ruling is completely against or to a preponderant degree against the Customer.
Article 9. Liability
Flash shall not be deemed liable for the following:
9.1 Work arising from the injudicious and/or incorrect use of, or intervention of third parties (including the Customer's personnel) to the equipment specified in the annex.
9.2 Faults caused by theft of equipment and/or components of the equipment, errors in the communication lines that have not been supplied by Flash, connections with and/or making use of products that do not fall under this contract, disruptions, fire and smoke damage, excessive dust formation, large electrical network voltage fluctuations, excessive moisture and water damage, lightning strokes, acts of war and vandalism, or causes from outside for which the equipment was not made to withstand.
9.3 Flash shall never be deemed to be liable for consequential damage due to any reason whatsoever (including without limitation loss of data, missed savings, business standstills/delays, lost profits and reduced returns in part caused by the equipment not operating correctly and/or operating to a lesser degree), trading loss or any other losses than the ones mentioned above with the exception of losses as referred to in Article 6:190 paragraph 1 of the Netherlands Civil Code that can be attributed to Flash or for which Flash can be held liable. The liability of Flash arising from Article 6:190 paragraph 1 of the Netherlands Civil Code is limited to the maximum of the amount for which Flash is covered based on its insurance cover. If the insurance company should not make a payment in relation to any case or the loss is not covered by the insurance, the liability of Flash shall be limited to the invoice value.
9.4 Flash shall perform repair work at the instructions of the Customer in case of circumstances such as have been listed in Paragraphs 1 through to 2. The costs of this work shall be calculated separately from the contract using the rates that may apply at that time.
Article 10. Force Majeure
10.1 Force majeure shall mean: circumstances that impede the fulfilment of the obligation and that cannot be attributed to Flash. The following shall be deemed to apply in relation to this issue (if and insofar as these circumstances make fulfilment impossible or make fulfilment unreasonably difficult):
- Strikes or other force majeure situations at other companies than Flash;
- Wildcat or political strikes at Flash’s;
- A general lack of required base materials and other items or services required for bringing about the agreed performance;
- Standstills/delays at suppliers or other third parties that could not be envisaged on which Flash depends;
- General shipment problems and/or import and export impediments;
- Sit-down strikes;
- Illnesses or accidents in relation to the supplier’s employees;
- Government measures;
- Defects to machinery;
- Interruptions to the delivery of energy;
- A general defect in relation to items or services that are required to bring about the performance agreed;
- Unforeseen standstills/delays at supplying companies or other third parties on which the supplier depends and/or lack of deliveries or incomplete and delayed deliveries by the supplying companies of the supplier;
- War; risk of war; riots; acts of war; fire; water damage; floods.
10.2 Flash also has the right to appeal to force majeure if the conditions that may impede (further) fulfilment occur after Flash has fulfilled its obligation.
10.3 The obligations of Flash shall be suspended during force majeure. If the period in which Flash cannot fulfil its obligation due to force majeure lasts longer than one month, both parties shall be entitled to dissolve the contract. An obligation to pay compensation shall not be deemed to apply in this case.
10.4 Should Flash have partially fulfilled its obligation or should Flash only have been able to fulfil its obligations in part when the force majeure arises, Flash shall be entitled to invoice separately for the already delivered and/or deliverable part and the Customer is obliged to settle this invoice as if a separate contract should be involved. This shall, however, not apply if the already delivered and/or deliverable part does not have an independent value.
Article 11. Termination of the Contract
11.1 A notice period of three months shall apply if a party wishes to terminate the contract once the duration has ended. Termination must take place through a writ or by registered letter with a receipt confirmation. The contract shall terminate when the other party has become aware and/or could have become aware of the termination.
11.2 Parties have the right to fully or partly dissolve this Contract through notification by registered post with immediate effect (that is to say, without any warning, notice of default or judicial intervention being required) and without right to compensation if:
a. The other party does not fulfil any obligation arising from the Contract on time or properly and the said other party does not repair this shortcoming, regardless of the cause, within a reasonable term whereby a maximum of 2 weeks shall apply after written notice of default;
b. The other party files for bankruptcy or is declared bankrupt, has applied for suspension of payment, winds up said other party’s company, transfers said other party’s company to third parties or enters into a merger or all said other party’s movable and/or immovable property is seized.
11.3 The dissolution of the Contract based on this article leaves other rights and/or means of recovery available to the resolutory and/or cancelling party unimpaired.
Article 12. Confidentiality
12.1 Flash undertakes to take sufficient measures to ensure confidentiality in relation to all information that its members of staff become aware of when working for the Customer. Should classified information be stored by Flash, the registered rules and regulations of the Customer at Flash’s site shall apply.
12.2 The Customer shall observe complete confidentiality in relation to all information that said Customer’s members of staff become aware of when Flash performs work for the Customer. Insofar as not otherwise agreed in this contract, the Customer is not entitled to supply this information to third parties or to use said information for another objective than the objective for which the information has been supplied to said Customer. The Customer is obliged to return to Flash the information that Flash has supplied when the Contract terminates without retaining a copy thereof in any way whatsoever.
Article 13. Settlement of Disputes
Notwithstanding the legal provisions with regard to the relative competence of the civil court, every dispute between the Customer and Flash, should the District Court be deemed competent, shall be settled by the District Court of Rotterdam. Flash shall, however, continue to be entitled to summon the Customer to appear at the competent court according to the law or any applicable international treaty.
Article 14. Applicable Law
Dutch law shall apply to all contracts between Flash and the Customer.
Article 15. Changing Terms and Conditions
Flash is entitled to implement changes to these Terms and Conditions. These changes shall come into effect on the announced effective date. Flash shall send the changed Terms and Conditions on time to the Customer. If an effective date is not announced, changes towards the Customer shall come into effect once said Customer has been told about the changes.