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Rental conditions

RENTAL CONDITIONS RAD TORQUE SYSTEMS B.V.

1. Definition of terms
These Rental conditions use the following terms and definitions:
a. RAD TORQUE SYSTEMS BV, a private limited company, hereafter to be referred to as RAD
b. The Customer: all natural or legal persons or limited companies that rent products as listed on the rental list from RAD
c. Rental agreement: all agreements between RAD and the Customer related to the rental of products by RAD to the Customer

Article 2: Length of contract and interim termination of rental agreement
a. The rental period is at least two days, and starts on the day and hour on which RAD makes the products available to the Customer. In the event of shipment to the Customer a shipping period of up to a maximum of 6 days in total (send and return) is taken into account. A day’s rental is one calendar day, where partial calendar days are rounded up to a full day.
The rental period ends on the day and hour on which the Customer returns or ships the products to RAD.
b. For a period of four weeks after the Customer has returned the rented products to RAD, RAD has the right to submit complaints to the Customer regarding the returned products.
c. RAD has the right to immediately terminate the rental agreement in the following circumstances, without any notice of default or legal intervention and without owing the Customer any compensation:
(1) Non-compliance or late compliance with any provision in the rental agreement or these Rental conditions on the part of the Customer;
(2) The Customer is subject to a liquidation order or a suspension of payments, or the Customer is subject to debt management if they are a natural person;
(3) The Customer’s business is wound up, liquidated, or closed down;
(4) A substantial part of the Customer’s assets is subject to attachment in execution;
(5) RAD has valid reason to assume that the Customer will not be or is not capable of fulfilling their obligations arising from the rental agreement entered into with RAD, adhering to these Rental conditions, or providing sufficient assurances to RAD that the obligations will be met; In the event of such a termination of the rental agreement, the termination will be immediate and the Customer is obliged to return the rented products to RAD at RAD’s first request. If this is not adhered to, the Customer is liable to pay RAD immediate compensation equal to the new value of the rented products.
(6) If the rental agreement is terminated in such circumstances, RAD will receive sufficient compensation from the Customer to ensure that RAD suffers no loss. At the minimum, this compensation will be equal to the rental instalments that the Customer agreed to pay upon the continuation of the rental contract in addition to the costs of taking back, storing, and transporting the rented products.

3. The rental amount and payment
a. The Customer owes RAD a rental amount (excluding VAT and transport costs) for the rental of the products. The rental amount is determined based on the applicable rates within RAD’s company at the time the rental agreement is entered into. RAD has the right to send part invoices over the owed rental amount to the Customer.
b. Payment must be made within 30 days of the invoice date. If this is not adhered to, the Customer will be in default without the requirement of any further warning or notice of default. If the Customer is in default of the invoice amount or the unpaid part thereof, they then owe RAD default interest equal to 1.5% per month, calculated over the due date of the invoice until the date on which payment is made. Notwithstanding RAD’s rights to claim the actual loss, the Customer must also pay to RAD the extrajudicial costs that result from collecting the outstanding amounts. The extrajudicial collection costs will be set at 15% of the owed amounts in principal sum.
c. If RAD lodges the claim by initiating legal proceedings, including arbitration or binding recommendations, the Customer must reimburse to RAD the incurred costs for the procedure. This includes costs for lawyers, counsel, and representatives ad litem as well as fees and standing
charges owed to arbiters or arbitrators. The provisions in this article remain in effect, even if the reported costs exceed any costs that the court orders the Customer to pay in accordance with Article 237 and further Articles of the Dutch Code of Civil Procedure.
d. In the absence of timely payment of any invoice, all outstanding invoices (including those of which the due date has not expired) will be immediately payable.
e. If RAD has reason to doubt that the Customer will fulfil their financial obligations, RAD has the right to request full or partial advance payment from the Customer or to ask the Customer to provide proper security that is acceptable to RAD.
f. At the latest, complaints regarding sent invoices must be made known in writing to RAD by the due date on the said invoices. RAD is not obliged to deal with any complaints that are sent after the due date has expired.
g. The Customer is not allowed to offset costs under any circumstances.

4. Delivery, transport, provision, maintenance, and use of products
a. Provision of the products by RAD to the Customer is ex-works. It can be agreed in writing that the Customer is responsible for the transport, assembly, and installation of the rented products, in which case the Customer is also responsible for the risk of storage, loading, transporting, unloading,
assembly, and installation of the rented products. The transport costs will be separately invoiced to the Customer on the basis of a subsequent calculation.
b. The Customer must immediately check the rented products for potential shortcomings or damage after they are provided to the Customer. The Customer must immediately report any shortcomings or damage to RAD in writing or by e-mail. If the Customer does not do so, RAD is not obliged to handle any complaints regarding said shortcomings or damage.
c. The rented products can only be used by the Customer or their employees. Use of the rented products by third parties is only permitted if RAD has provided written permission to do so.
d. The Customer must use the products they rent as specified in the user manual provided by RAD as well as in accordance with the applicable laws and regulations and applicable industry guidelines. The Customer must ensure that the rented products are only used by employees
with a specific expertise.
e. The Customer cannot repair or task another party with the repair of the rented products without RAD’s written permission.
f. The Customer is not authorized to sublease the rented products unless RAD has agreed to this in writing.
g. The Customer must return the rented products in clean, good, and immediately usable condition in their original packaging (including packaging materials and containers) to RAD. The Customer, at their own expense and risk, must ensure that the rented products are returned to RAD. RAD’s administration is binding at all times regarding the Customer’s obligation to return the rented products.
h. The Customer must return the packaging materials to RAD in the same condition in which RAD provided the packaging materials to the Customer. Failure to do so will result in the costs for cleaning and restoring the packaging materials being invoiced to the Customer. The Customer is responsible for damage to or loss of the packaging materials provided by RAD.
i. Employees who come to collect or deliver the rented products on behalf of RAD are not authorized to check the state of the products, count the number of products, or determine the nature of the products.

5. Risk, insurance, liability
a. From the start of the rental period, the risk of damage and whole or partial loss (meaning destruction) of the rented products as a result of any cause is at the Customer’s expense until the rented products are returned to the possession of RAD.
b. The Customer is in its own name and at its own risk responsible for insuring the rented products and will provide such insurance policy documents and evidence of timely premium payments to RAD upon request. The Customer will strictly adhere to the provisions of the insurance agreement.
c. The Customer will immediately report damage to or destruction of the rented products to RAD. In such cases, the Customer owes RAD immediately payable compensation equal to the new value of the rented products. The claim that the Customer has with the insurer regarding damaging or destroying the rented products will be pledged by the Customer to RAD, who will accept this pledge.
d. Where the liability and the damage are covered by RAD’s insurance, RAD is not liable for any direct or indirect damage, including loss of profit, immaterial damage, trading loss, or environmental damage) or damage of any other nature, regardless of how or by who this
damage/loss was caused. Where the liability and damage are covered by RAD’s insurance, RAD is only obliged to reimburse the damage up to the maximum amount paid out by their insurer.
e. The Customer indemnifies RAD against all claims of any nature that third parties may bring against RAD regarding loss that has been or will be suffered beyond the liability that the Customer can enforce against RAD.

6. General provisions
a. The Customer is not authorized to partially or wholly transfer the rights and obligations resulting from the rental agreement or any ensuing agreements to third parties unless RAD has agreed to this in writing.
b. Changes to, supplementary stipulations to, or stipulations deviating from the rental agreement and these Rental conditions are only in force if both parties have agreed them in writing and signed off on them.
c. If, compared with the moment at which the rental agreement or ensuing agreements were signed, the conditions change to such a degree that adherence to one or more provisions in these Rental conditions cannot be reasonably expected of one of the parties, then the discussions will be held on the interim amendment of the rental agreement.
d. All acts, legal acts, and activities performed by an officer or employee of the Customer for the purposes of agreeing, executing, or altering the rental agreement between RAD and the Customer are understood to be performed on the authority of the Customer and commit the Customer.
e. The Customer cannot claim to RAD that such acts or activities do not constitute representation of or obligations on the Customer.

7. Applicable law and disputes
a. Dutch law applies to all transactions including these Rental conditions, with the exception of provisions of international treaties including the Vienna Sales Convention, in as far as they do not contain mandatory law.
b. All disputes between the parties will be brought before the court in Utrecht, notwithstanding RAD’s right to serve summons on the Customer to appear before such court as is recognized by law or relevant treaty. A dispute is recognized as such when one of the parties to this agreement informs the other party of the dispute in writing.
c. Where differences exist between these Rental conditions and translations thereof, the Dutch text takes precedence.

8. Effective date
These rental conditions come into effect on 1 June 2013.