Terms And Conditions
GENERAL LEASE TERMS AND CONDITIONS OF TRADELINC B.V., a company organized and existing under the laws of the Netherlands, with its registered seat at (4825 BG) Breda, at the Lijndonk 4, Unit 2.04, the Netherlands, lodged at the registry of the Chamber of Commerce under number 72770716.
Definitions and Interpretation
For the purpose of these GTC and all related documents, the capitalized terms as defined below in alphabetical order shall have the following meanings whereby these terms may be used in the singular or the plural form and vice versa, as the context so requires:
Affiliate: any company, firm, partnership or other legal entity which now or hereafter: (a) controls either directly or indirectly a Party; or (b) is controlled directly or indirectly by such Party; or (c) is directly or indirectly controlled by a company, firm, partnership or other legal entity which directly or indirectly controls such Party. “Control” for the purpose of this definition meaning the ownership of 50% (fifty percent) or more of the nominal value of the issued share capital or 50% (fifty percent) or more of the voting power at the general meeting of shareholders or having the power to appoint a majority of the directors or otherwise direct the activities of such company, firm, partnership or other legal entity, but any such legal entity shall be deemed to be an Affiliated Company only as long as such liaison exists;
Agreement Price: the total amount of the consideration as specified in the Agreement which is payable by the Customer to Tradelinc for the lease of the Item(s).
Agreement(s): the lease agreement(s) concerning the lease of the Item(s) concluded between Tradelinc and the Customer, of which these GTC form an integral part, including all appendices, subsequent amendments thereof and/or addenda thereto as may be agreed upon in writing between Tradelinc and the Customer.
Article: means an article of these GTC.
Current Market Value: the replacement value of the Item as at the date on which the damage occurred or the Item went missing, decreased by the depreciation on the basis of the age or the number of operating hours of the Item that has been lost.
Customer: any the person, firm or company named as such in the Agreement. In case of a customer being a natural person who is not acting within the context of practising a profession or conducting a business (if specified, referred to below as “Customer A”), in case of a customer being any natural person acting within the context of practising a profession or conducting a business and any legal entity or other legal structure (if specified, referred to below as “Customer B”) that has a legal relationship with Tradelinc pursuant to an Agreement concluded with Tradelinc. A Customer includes in particular a party on whose instructions and for whose account an Item is leased.
Defect(s): a fault or defect in the Item(s) that can be attributed to Tradelinc and that was already present before delivery and/or that was caused prior to the delivery, as a result of which the Item(s) does not function or does not function properly.
GTC: these general lease terms and conditions of Tradelinc.
Information: catalogues, designs, depictions and drawings, models, samples, descriptions, software, technical information, etc. that form part of the Offer.
Item: the leased item as described in the Agreement.
Offer: each offer concerning the lease of (an) Item(s) issued by Tradelinc to the Customer in writingan invitation without obligation, laid down in writing, made by Tradelinc to a potential Customer, to make an Offer.
Order Amount: the total amount that the Customer owes Tradelinc on the basis of the Agreement.
Order Confirmation: a written acceptance of a Proposal by Tradelinc to the Customer.
Party or Parties: Tradelinc and Customer individually or Tradelinc and Customer together.
Proposal: an oral or written assignment, order or reservation that a Customer communicates to Tradelinc.
Tradelinc: Tradelinc B.V., a private company with limited liability organized and existing under the laws of the Netherlands having its corporate seat at and its official address at (4825 BG) Breda at Lijndonk 4 Unit 2.04, registered with the trade register of the Chambers of Commerce under number 72770716, including its Affiliates.
The headings of these GTC are for ease of reference only and are not intended to qualify the meaning of any article or section thereof.
References to words denoting any gender shall include all genders.
Any undertaking by a Party not to do an act or thing shall be deemed to include an undertaking not to permit or suffer such act or thing to be done by another person.
References to the Parties include their respective successors in title and permitted assigns.
In these GTC the term ‘in writing’ includes by post, e-mail and any other electronic communication device customary in the market.
Terms and expressions of law and of legal concepts as used in this GTC have the meaning attributed to them under the laws of the Netherlands and should be read and interpreted accordingly.
Applicability of the GTC
This GTC govern all Offers made by Tradelinc and all Agreements that Tradelinc enters into.
If The Customer refers to other conditions in its Proposal or other correspondence with respect to the Agreement, the applicability of any such conditions is explicitly rejected. Any divergent provisions contained in such other conditions will not affect the foregoing provision.
Deviations from and/or supplements to the Agreement and/or any provision contained in the GTC will apply only if and insofar as they have been explicitly agreed in writing and will relate exclusively to the Agreement in question. Tradelinc’s acceptance of any such deviation or supplement will not create any precedent and the Customer will not be entitled to derive any rights whatsoever from such acceptance in respect of any future Agreements.
If 1 (one) or more provisions of these GTC shall be found, by a court with jurisdiction, to be illegal, invalid or unenforceable, it shall not affect the legality, validity or enforceability of any of the remaining provisions of these GTC. The Parties agree to attempt to substitute for any illegal, invalid or unenforceable provision a legal, valid or enforceable provision that achieves to the greatest extent possible the objectives of the illegal, invalid or unenforceable provision.
These GTC do not derogate from the Tradelinc’s statutory and common law rights, but are in addition thereto.
In the event of any contradictions between these GTC and the Agreement, the terms of the Agreement shall prevail.
Offers, Conclusion of the Agreement and Notifications
An Agreement will be deemed to have been concluded only if and insofar as Tradelinc has provided an Order Confirmation. The Agreement will be deemed to have been concluded at the time at which Tradelinc sends the Order Confirmation or the Customer has signed the Agreement or has otherwise confirmed it. However, an Agreement can also be concluded if Tradelinc actually commences the performance of the Agreement after receiving a Proposal.
The Order Confirmation will be deemed to fully and correctly reflect the content of the Agreement that has been concluded. The Customer will be deemed to have accepted the content of the Order Confirmation unless it notifies Tradelinc in writing within 5 (five) working days of the date of the Order Confirmation that it does not accept the content of the Order Confirmation. By signing or confirming the Agreement, the Customer indicates that it has accepted its content.
A written Proposal may be revoked or amended only in writing and only if Tradelinc has received the request to revoke or amend the Proposal before the Order Confirmation has been sent or Tradelinc has actually commenced performance of the Agreement. A Written Proposal will in any event become irrevocable if a revocation is not sent within five working days of the date of the Proposal. An oral Proposal is irrevocable.
Tradelinc will be entitled to refuse a Proposal without being required to provide its reasons for doing so.
The Customer cannot derive any rights from oral commitments of the Tradelinc, unless and to the extent those are confirmed in writing by the Tradelinc.
All notifications relating to the Agreement shall be made in writing.
Content of the Agreement
The content of the Agreement and the scope of the obligations will be determined exclusively on the basis of the Order Confirmation and these GTC.
Any supplementary agreements, commitments or notifications made or undertaken by employees of Tradelinc or by other persons on behalf of Tradelinc acting as Tradelinc’s representative will be binding on Tradelinc only if such agreements, commitments or notifications have been confirmed in writing by its directors who are authorised to represent it or by persons whom such directors have authorised to do so.
Tradelinc is entitled to lease the same or similar items from a third party (a third-party lessor) in order to comply with its obligations under the Agreement.
The lease term commences on the agreed date and time and, more specifically:
if the Parties have stipulated that the Customer will collect the Item(s) at an agreed location: at the time at which Tradelinc provides the Item(s) to the Customer; or
if the Parties have stipulated that Tradelinc will deliver the Item(s): at the time at which Tradelinc makes the Item(s) available at the agreed location.
The agreed expiry date is indicative unless the Parties have explicitly agreed otherwise. The lease term will actually end:
if the Parties have stipulated that the Customer will return the Item(s) at an agreed location: at the time at which the Customer provides the Item(s) to Tradelinc and receives a receipt;
if the Parties have stipulated that Tradelinc will collect the Item(s): after the Customer has deregistered the Items in writing, on the date indicated in that deregistration, with due observance of the term referred to in Article 5.4; or
in the event that the term for return that Tradelinc has stipulated vis-à-vis the Customer in writing has lapsed, at 5 p.m. on the last day of the above-mentioned term.
If more than one Item has been leased under the same Agreement, the Customer may deregister the Items by article or number of articles (partial deregistration). Any related supply and removal costs per trip (or extra trip) will be paid by the Customer. The rental will continue with respect to the remaining Item(s) until the lease term has ended in one of the ways referred to in Article 5.2.
The notification of deregistration must be sent not later than the desired expiry date.
The written notification of deregistration must be sent by e-mail Tradelinc and must contain the following information:
• the Customer’s information;
• the Agreement number;
• a description of the Item(s) to be collected (including article number(s) in the event of partial deregistration);
• the desired expiry date;
• the location where the Item(s) is/are to be collected;
• the name and telephone number of the contact person at the location where the Item(s) is/are to be collected;
The Customer may extend the lease term either in writing or by telephone until the time of the written notification of deregistration.
Delivery and risk
Although Tradelinc will take into consideration the agreed delivery periods to every extent possible, such periods are merely approximations and are not binding on Tradelinc. Under no circumstances will the delivery periods indicated be deemed to be of the essence unless the Parties have agreed otherwise in writing.
However, if a delivery period is exceeded the Customer will be entitled to stipulate a reasonable term for performance by so informing Tradelinc in writing. That term may not be less than 2 (two) working days as from the date on which Tradelinc has received the registered letter.
The Customer will be entitled to dissolve the Agreement only after the term that is of the essence (agreed in accordance with Article 6.1 or stipulated in accordance with Article 6.2) has been exceeded. However, under no circumstances is Tradelinc required to pay any compensation.
The Item(s) will be deemed to have been delivered and the related risk will be deemed to have been transferred to the Customer:
in the event of delivery at Tradelinc’s place of business: at the time at which actual possession of the Item(s) is given; or
in the event of delivery at another location: at the time at which the Item(s) have been unloaded at the agreed location.
Return and risk
The Customer will remain responsible for the Item for a period of 2 (two) working days after the expiry date indicated in the written notification of deregistration; thus, the Customer will remain responsible for any damage or loss as described in Article 11. That responsibility will lapse after the above-mentioned second working day.
The Customer must ensure that after issuing the written notification of deregistration Tradelinc is able to collect the Item(s).
The Item(s) must be cleaned and ready to be collected. If the Item(s) is/are not made ready for transport.
Items will be inspected after they have been returned at Tradelinc’s offices or at the offices of the third-party lessor. The fact that Tradelinc’s shipping agent or the third-party lessor’s shipping agent has taken the Item(s) cannot be considered such an inspection. If the Customer wishes to be present when the Item(s) are inspected, it must state that it wishes to do so when the Agreement is concluded so that an appointment can be made for the inspection (within 24 (twenty-four) hours of the Item(s) being returned). If it is determined that the Item(s) are dirty/contaminated or improperly packaged and the Customer was not present at the inspection, the inspection conducted by Tradelinc or the third-party lessor will be binding and the related costs will be charged on to the Customer.
The Customer will be notified as quickly as possible if it is determined during the above-mentioned inspection that the Item(s) is/are damaged. That notification of damage will stipulate a term within which the damaged Item(s) will be made available to the Customer for a rebuttal assessment of the damage. After that term has lapsed the Item(s) will be repaired or replaced and all the costs referred to in Article 11.5 (or possibly the excess) will be charged on to the Customer. If the Customer does not avail itself of the possibility of obtaining a rebuttal assessment of the damage, the determination of the damage by Tradelinc or by the third-party lessor will be binding.
The Agreement Price as set out in the Agreement only includes the components specifically indicated in the Agreement. Evident calculation errors made by Tradelinc can be rectified.
The Agreement Price payable by Customer under the Agreement shall be calculated on the basis of the duration of the Lease Period.
Unless otherwise agreed in writing, the ‘Lease Period’ is the period during which the Item is leased by Customer which commences on the moment as set out in Article 5.1 and shall continue until the Lease Period is ended based on Article 5.2. A part of a day counts as a whole day.
The price for the lease of the Item(s) shall not be raised during the validity period given in the Offer, subject to changes in price due to changes in VAT rates.
Price increases within 3 (three) months after concluding the Agreement are permitted only if they are the result of new legislation.
Price increases from 3 (three) months after concluding the Agreement are permitted only if Tradelinc has stipulated it and: a. they are the result of legal regulations or stipulations, or; b. the Customer has the authority to cancel the Agreement before the day on which the price increase starts.
All prices indicated are including VAT, unless stated otherwise.
Throughout the Lease Period as each payment falls due the Customer is obliged to pay the monthly lease charge in accordance with the payment provisions as set out in Article 9.
Monthly lease charges are payable in advance in accordance with the payment provisions as set out in Article 9, the first being payable no earlier than the start of the Lease Period and then on the corresponding day of each subsequent month. Monthly lease charges are debited or charged on the basis of a full month’s rental with no pro rata adjustment for shorter periods.
Payment(s) must be made to a bank account to be specified by Tradelinc in the Netherlands and in euro, unless written notification has been given that payment must be in another currency.
Payments by the Customer made to Tradelinc shall be made in full, without discount withholding, set-off or counterclaim and is primarily meant to settle the costs owed, then interest, and then will be deducted from the oldest outstanding claim, even if the Customer indicates that the payment refers to a later invoice. The right of set-off does apply to a ‘Customer A’.
In the event that the Customer fails to timely fulfil its payment obligations, the Customer shall be in default by operation of law and owe an interest charge equal to the statutory interest rate, however the interest rate owed shall in no event be lower than an interest of one per cent per month on the amount due and payable. The interest on the amount due and payable shall be calculated as from the date the Customer is in default. The foregoing shall be in addition to and not in lieu of any other rights and remedies Tradelinc may have at law or in equity for such default.
Complaints concerning invoices must be made within 8 (eight) days after the receipt of the respective invoice. Contestation of the amount of the statements of expenses shall not suspend the fulfillment of the Customer’s payment obligation. Contrary to the foregoing, in the event of contestation, a ‘Customer A’ shall be entitled to suspend payment, provided that the amount to be suspended is in reasonable proportion to the contestation of the amount of the statements.
All judicial and extrajudicial costs related to the enforcement and collection of payments due by the Customer to Tradelinc and not received in time, shall be borne by the Customer. With regard to ‘Customers A’, the extrajudicial collection costs will be calculated and charged pro rata in accordance with the law.
Tradelinc is at all times entitled to demand security from the Customer for all amounts due by the Customer pursuant to the Agreement and reserves therefore the right to demand a documentary credit or another sound form of (payment) guarantee, including in the event of outstanding invoices, solely at its discretion. Tradelinc may suspend delivery of the Goods and/or Services until such adequate security has been received.
In the event that: a) the Customer’s company is wound up; b) the ‘Wet Schuldsanering Natuurlijke Personen’ (WSNP) is declared applicable (in case of a sole proprietorship); c) the owner of the Customer dies (in case of a sole proprietorship); d) the owner of the Customer is placed under conservatorship (in case of a sole proprietorship); e) the Customer’s company is attached; f) the Customer’s company is declared bankrupt; and/or g) a suspension of payment is granted to the company of the Customer; Tradelinc’s payment claims against the Customer shall forthwith become due on Tradelinc’s first demand.
The Customer, not being a ‘Customer A’, is only entitled to set-off or retention if the Customer’s counterclaims are legally established, undisputed or recognised by Tradelinc.
Furthermore, the Customer is only entitled to rights of retention in relation to the Agreement under which the counterclaim exists
The Customer or its personnel, assistants or agents and/or other persons who operate the Item(s) on the Customer’s instructions or under it responsibility must be familiar with the instructions for use and/or other manuals that accompany the Item(s) or that are attached to it, and they must act in accordance with those instructions. The Customer also warrants that all persons who operate the Item(s) are competent to do so.
Although the agreed expiry date of the Lease Period is indicative, Customer will be obliged to return the Item(s) after that term has lapsed.
If the Item(s) is/are not returned to Tradelinc/deregistered at the end of the agreed Lease Period, or if the situation referred to in Article 11.4 arises, after Tradelinc has determined that this provision applies it will give the Customer an opportunity, in the manner indicated in Article 6.2(C), to return the Item(s) or to report that it has been stolen, in which case the Lease Period will end as soon as the Item(s) is returned or deregistered or at the time indicated in Article 6.2(C) or Article 11.3. If The Customer has not returned the Item(s) or reported it as being stolen after the term stipulated has lapsed, The Customer will be in default, in which case, in addition to the amount of the rental, Customer will owe Tradelinc the Current Market Value of the Item (or any part thereof) that has not been returned.
The Customer must return the Item(s) to Tradelinc on the agreed date (and at the agreed time), in the condition in which it received when the Lease Period commenced. The Customer must return the Item(s) in a clean state and sorted and packed in the proper packaging, etc. in the same manner in which it received it. The Customer will be charged for any extra working hours as a result of a failure to sort or clean the Item(s) or to do so adequately.
The Customer undertakes to pay any duties, taxes (including sufferance tax) and penalties that arise from the use of the Item(s) by it or by third parties.
If applicable the Customer must ensure at its own expense that it has the required permits and approvals in time before the Item(s) is delivered.
The Customer undertakes to grant Tradelinc access to the Item(s) at all times, to reject any claims of third parties to the Item(s) and to indemnify Tradelinc in this respect.
The Customer is obliged to take measures in order to prevent theft, such as, but not limited to, locking up and storing the Item(s), keeping the Item(s) out of sight of third parties, chaining up the Item(s), etc.
The Customer is obliged to maintain the Item(s) in accordance with the user manual.
Damage and loss
Damage to the Item(s) that is caused in the period of time in which the Customer is responsible for the Item(s) must be reported to Tradelinc immediately after it is discovered and in any event not later than 48 (eighty-four) hours after it has occurred.
In the event that the Item(s) is/are stolen or lost, the Customer is obliged to notify Tradelinc within 24 (twenty-four) hours after the theft or loss is discovered and to report the theft to the police. The Customer is also required to submit the official report (or a copy of that report) to Tradelinc.
Notwithstanding the provisions contained in Article 11.2, insofar as Item(s) has/have been stolen, the date on which the Item(s)was/were stolen (or the date on which it is suspected that the Item(s)was/were stolen) will be deemed to be the expiry date of the lease term. The lease will continue in respect of any other Item(s) under the same Agreement until the Lease Period ends in one of the ways described in Article 5.2.
In the event of the theft or (economic) total loss of the Item(s), the Customer undertakes to compensate Tradelinc for the damage at the Current Market Value. If it is possible to repair the Item(s), Customer undertakes to reimburse the related costs. This provision also applies in respect of damage to/theft of the Items’ parts and/or accessories. In addition, the Customer will remain liable for any other damage that Tradelinc sustains as a result (such as, but not limited to, assessment costs, loss of profit or turnover, etc.).
An assessment conducted by or on behalf of Tradelinc to determine the amount of the damage or repair and/or cleaning costs in respect of the Item(s) will be charged directly to the Customer. The Customer hereby declares in advance that such an assessment may be carried out at its expense by a recognised expert to be designated by Tradelinc if Tradelinc considers that desirable and, in other cases, if Tradelinc carries out such an assessment.
The Customer will be held liable regardless of whether it is responsible for the damage, loss or theft of the Item(s) or for the Item(s) becoming unserviceable or valueless.
During the entire Lease Period, i.e. also during any transport that it performs itself, the Customer will bear the risk of the loss of or any damage to the Item(s).
Unless the Parties agree otherwise in writing, if the Parties agree that Tradelinc will deliver the Items to the Customer and/or collect the Item(s) from the Customer, the Customer must assist in the loading/unloading of the Item(s) at the agreed location.
The limitations of liability as set in this Article 13 are applicable to a Customer A to the extent permitted by law.
Tradelinc’s liability is explicitly limited to direct damage to goods and personal injury to the Customer’s property or persons caused by a demonstrable Defect in an Item or by an intentional act or gross negligence on the part of Tradelinc. Tradelinc’s liability is also limited to the amount paid out under the liability insurance that it has taken out in respect of the incident in question. Liability for other damage (including consequential damage) and pecuniary loss, however referred to, including leasing/purchasing a replacement object, loss of turnover and/or profits, losses due to delays and losses due to business interruption is explicitly excluded.
Under no circumstances will Tradelinc’s liability exceed the Agreement Price (with a maximum of the amount equal to one instalment invoice (equal to a Lease Period of four weeks in the event of long-term Lease Periods), unless and only insofar as a higher amount is paid out on the basis of its insurance in respect of that specific incident.
Customer will indemnify Tradelinc against claims brought by third parties on the ground of damage with, through or in connection with the Item.
Any liability will lapse after 1 (one) year has passed since the date on which the damage occurred.
At the time at which it takes possession of the Item(s) the Customer will inspect them for externally perceptible Defects. The Customer must inform Tradelinc in writing within 24 (twenty-four) hours of delivery regarding any complaints that it has with respect to externally perceptible Defects in the Item(s) that are discovered during the inspection. The Item(s) will be deemed to have been delivered in good condition and in accordance with the Agreement if the Customer does not make a complaint in accordance with the foregoing.
Defects that are not discovered during the above-mentioned inspection and hat also could not have been discovered during that inspection must be reported to Tradelinc in the manner indicated above within 48 (forty-eight) hours of being discovered by the Customer.
In the event that a Defect within the meaning of Article 14.1 occurs, The Customer must notify Tradelinc within 48 hours after the Defect occurs in the manner indicated in Article 14.1.
In the notification of such damage the Customer must inform Tradelinc of the expected amount of the damage and must offer Tradelinc an opportunity to carry out a rebuttal assessment within a reasonable term. That reasonable term will be at least two weeks as from the date on which Tradelinc receives the notification of the damage.
Any right of action on the part of the Customer
against Tradelinc with respect to Defects within the meaning of Article 14.1 will lapse if:
Tradelinc is not informed of the Defects within the terms referred to in subsections 2, 3 and 4 above and/or if Tradelinc is not informed in the manner indicated in those subsections;
The Customer does not cooperate with Tradelinc or fails to do so sufficiently
with respect to an investigation into the validity of the complaints;
The Customer has not set up, handled, used, stored or maintained the Item(s) in the proper manner or has used or handled the Item(s) under circumstances that were not suitable for the objects;
The Customer has made repairs and/or changes to the Item(s) or has had repairs or changes made without Tradelinc’s explicit, Written consent to do so;
the Item(s) is/are put into use after the discovery of a Defect as referred to in subsection 2 or if use of the Item(s) is/are continued after discovery of a Defect as referred to in subsection 3; or
Tradelinc is not given an opportunity to carry out a rebuttal assessment within the meaning of subsection 4.
If as a result of force majeure Tradelinc is unable to fulfil any obligation towards the Customer, the fulfilment of that obligation will be suspended for the duration of the situation of force majeure, with a maximum of 2 (two) months. After those 2 (two) months have passed either party will be entitled to dissolve the Agreement in whole or in part In Writing.
Tradelinc will not owe The Customer any compensation if it has been unable to comply with its obligations or has been unable to do so properly and in a timely manner as a result of force majeure.
Force majeure means any circumstance that is outside Tradelinc’s control and that is of such a nature that compliance with the Agreement cannot reasonably be expected of Tradelinc.
This includes strikes, riots, wars and other disturbances, boycotts, blockades, natural disasters, epidemics c.q. pandemics, lack of raw materials, impediments and disturbances in transport, extreme weather conditions, fire, machinery breakdown, interruptions in Tradelinc’s operations, problems at suppliers and/or any governmental measures.
Assignment and Subcontracting
Tradelinc is at all times entitled to assign all or part of its rights and/or obligations under the Agreement to any of its Affiliates or third party after prior written notice thereof to the Customer. The foregoing does not apply to a Customer A.
The Customer may not transfer rights under the Agreement to third parties without Tradelinc’s written consent.
Reservation of rights and security
The Item(s) will remain the property of Tradelinc at all times, regardless of the term of the Agreement. If the Customer intentionally appropriates the Item(s), that will be deemed to be an act of misappropriation. The Agreement will not be extended as a result of the Customer’s failure to return the Item(s) on time; however, the Customer will continue to bear the full risk in that respect.
The Customer is not permitted to dispose of, pledge or otherwise encumber the Item(s) for the benefit of third parties unless Tradelinc has given it permission to do so in writing.
The Customer will immediately inform Tradelinc in writing if the Item is attached or any other claim is made in respect of the Item or any part of the Item. The Customer must inform Tradelinc if it is aware of a possible attachment on the Item. In addition, Customer must inform Tradelinc of the location of the Item in question at Tradelinc’s first request.
In the event that the Item(s) or any part of the Item(s) is attached or the Customer is granted a suspension of payments or is declared bankrupt, Customer will immediately inform the bailiff levying the attachment, the administrator or the trustee of Tradelinc’s rights, including its ownership rights.
If there are good grounds to believe that the Customer will not strictly comply with its obligations, the Customer will be required to furnish adequate security immediately at Tradelinc’s first request in the form desired by Tradelinc and to supplement such security by complying with all its obligations. As long as the Customer has failed to do so, Tradelinc will be entitled to suspend compliance with its obligations.
If the Customer has not complied with a request within the meaning of Article 17.5 within 8 (eight) days of receiving a written demand that it do so, the provisions contained in Article 16.8 will apply accordingly.
Unless the Parties have agreed otherwise in writing, the Customer will owe a separate security deposit in respect of each Agreement. The amount of the security deposit will be determined in proportion to the lease term indicated and the value of the Item(s). If the Customer wishes to have the Agreement extended it will be required to pay a new security deposit not later than the day on which the extension commences.
If the Customer fails to pay a security deposit on time, Tradelinc will be entitled to unilaterally terminate the Agreement, without prejudice to Tradelinc’s right to compensation.
The Customer may not consider the security deposit to be an advance payment in respect of the rental due or as an amount intended to buy off any risk of damage, theft or misappropriation of the Items. However, when the Agreement has ended Tradelinc will be entitled to deduct the security deposit from any amounts due by the Customer. The security deposit will be refunded once it has been determined that The Customer has complied with all its obligations.
Final provisions; applicable law and choice of forum
If any provision contained in these GTC or an Agreement is null and void or voidable, that will not affect the remaining provisions. Tradelinc and the Customer will be obliged to replace provisions that are null and void or that have been declared null and void with provisions that are legally valid and that have the same purport to every extent possible as the provision that was null and void or that was declared null and void.
These GTC are construed in accordance with and governed exclusively by the laws of the Netherlands. The applicability of the 1980 Vienna Sales Convention (“CISG”) is hereby excluded, as well as any other present or future terms of any international convention governing the purchase of moveable property, insofar as such terms can be excluded.
In case of any disputes arising out of or relating to these GTC, the Parties shall endeavour to settle such disputes amicably. If the Parties are unable to, the dispute shall submitted to the competent court.
General Lease Terms and Conditions of Tradelinc B.V., version October 2020
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