Terms

GENERAL TERMS AND CONDITIONS

General Terms and Conditions of Selfstorage Systeme B.V. ( Dutch Chamber of Commerce number 73196924)

Article 1: Scope

1.1 These terms and conditions apply to all offers made by Selfstorage Systeme, to all contracts it enters into and to all contracts that may result therefrom, all this insofar as Selfstorage Systeme is a provider or supplier.

1.2 Selfstorage Systems who applies these conditions is called the contractor. The other party is called the client.

1.3 In the event of contradictions between the content of the agreement concluded between the Client and the Contractor and these Terms and Conditions, the provisions of the agreement shall prevail.

Article 2: Offers

2.1 All offers are non-binding and are valid for 4 weeks.

2.2 If the Client provides the Contractor with data, drawings and the like, the Contractor may assume their correctness and completeness and will base its offer thereon.

2.3 Unless otherwise agreed in the offer and/or in the order confirmation, the stated prices shall apply for delivery at the Contractor’s place of business, “DAP (Delivered at Place)”, in accordance with Incoterms 2010. The prices are exclusive of VAT.

2.4 If the Customer does not accept the Contractor’s offer, the Contractor shall be entitled to charge the Customer for all costs incurred in connection with the submission of the offer.

Article 3: Intellectual property rights

3.1 Unless otherwise agreed in writing, the Contractor shall retain the copyrights and all industrial property rights to the offers, designs, illustrations, drawings, (test) models, software, etc. submitted by it.

3.2 The rights to the data referred to in paragraph 1 of this article shall remain the property of the Contractor, irrespective of whether the Client has been charged for their production. This data may not be copied, used or disclosed to third parties without the prior express written consent of the Contractor. For each violation of this provision, the Client shall owe the Contractor an immediately due fine in the amount of € 25,000. This fine may be levied in addition to any damages based on statutory provisions.

3.3 The Customer shall return the data provided to him in the sense of paragraph 1 at the first request and within a period set by the Contractor. In case of violation of this provision, the Customer shall owe the Contractor an immediately due fine in the amount of € 1,000 per day. This fine may be levied in addition to compensation for damages based on statutory provisions.

Article 4: Recommendations and information provided

4.1 The customer cannot derive any rights from recommendations and information received from the contractor if these do not relate to the order.

4.2 If the customer provides the contractor with data, drawings, etc., the contractor may assume their completeness and accuracy in the performance of the agreement.

4.3 The Client shall indemnify the Contractor against all claims of third parties with regard to the use of recommendations, drawings, calculations, designs, materials, samples, models and the like provided by or on behalf of the Client.

Article 5: Delivery time/period of execution

5.1 The delivery time and/or execution period shall be determined approximately by the contractor.

5.2 When determining the delivery time and/or the execution period, the Contractor shall assume that it can execute the order under the circumstances known to it at that time.

5.3. the delivery period and/or execution period shall not commence until agreement has been reached on all commercial and technical details, all necessary data, final and approved drawings, etc. are in the contractor’s possession, the agreed (installment) payment has been received and all necessary conditions for execution of the order have been fulfilled.

5.4. a. If the circumstances are different from those known to the Contractor when he fixed the delivery time and/or execution period, he may extend the delivery time and/or execution period by the period necessary to execute the order under these circumstances. If the work cannot be fitted into the Contractor’s schedule, it shall be carried out as soon as his schedule permits.

b. If there is extra work, the delivery time and/or execution time is/are extended by the time required by the Contractor to deliver (have delivered) the material and parts required for this and to execute the extra work. If the extra work cannot be fitted into the Contractor’s schedule, it will be performed as soon as his schedule permits.

   c. If the Contractor suspends its obligations, the delivery period and/or execution period shall be extended by the duration of such suspension. If the continuation of the work cannot be fitted into the Contractor's planning, the work shall be carried out as soon as its planning permits.

  d. If the weather does not permit the execution of the work, the delivery period and/or execution period shall be extended by the delay caused thereby. 

5.5 The Customer shall be obliged to reimburse all costs incurred by the Contractor as a result of a delay in the delivery time and/or execution period in accordance with Article 5.4.

5.6 Exceeding the delivery time and/or execution period shall in no case entitle the Client to claim damages or dissolution.

Article 6: Transfer of risk

6.1 Delivery shall be made at the Contractor’s place of business, Delivered At Place (DAP), in accordance with Incoterms 2010. The risk of the item shall pass at the moment the Contractor makes this item available to the Client.

6.2 Notwithstanding the provision in paragraph 1 of this Article, the Customer and the Contractor may agree that the Customer shall provide the transport. In this case, the risk of storage, loading, unloading and transport shall be borne by the Customer. The Client may insure itself against these risks.

Article 7: Price change

7.1 The Contractor shall be entitled to pass on to the Customer any increase in the cost price determining factors that has occurred after the conclusion of the Agreement.

7.2 The Customer shall be obliged to pay the price increase referred to in paragraph 1 of this Article at the Contractor’s option at one of the following times:

a. when the price increase occurs;

b. at the same time as the payment of the principal sum;

c. at the next agreed installment.

Article 8: Force majeure

8.1 The Contractor shall be entitled to suspend the performance of its obligations if it is temporarily unable to perform its contractual obligations towards the Client due to force majeure.

8.2 Force majeure is understood to include, but is not limited to, the circumstance that the Contractor’s suppliers, subcontractors or carriers called in by the Contractor do not fulfill their obligations or do not fulfill them in a timely manner, the weather, earthquake, fire, power failure, loss, theft or lost tools or materials, road closures, strikes or work stoppages, pandemic and import or trade restrictions.

8.3 The Contractor shall no longer be entitled to suspension if the temporary inability to perform has lasted more than six months. The Customer and the Contractor may terminate the Agreement with immediate effect after the expiry of this period, but only that part of the obligations which has not yet been fulfilled.

8.4 If force majeure exists and fulfillment is or becomes permanently impossible, both parties are entitled to terminate the agreement with immediate effect, namely that part of the obligations that has not yet been fulfilled.

8.5 The parties shall not be entitled to compensation for any damage suffered or to be suffered as a result of suspension or termination within the meaning of this article.

Article 9: Scope of the work

9.1 The Customer shall ensure that all permits, exemptions and other notices required for the execution of the work are obtained in due time. The Customer shall be obliged to send a copy of the aforementioned documents to the Contractor upon its first request.

9.2 The price for the work does not include:

    - a. the cost of earthwork, pile driving, demolition, foundation, masonry, carpentry,  

       plasterer, painter, upholsterer, repair or other construction related work; 

    - b. the cost of connection to the gas, water and electricity networks or other 

        infrastructural facilities;

    - c. the cost of preventing or limiting damage to property located on or  

        in the vicinity of the construction site; 

    - d. the costs of removal of materials, construction materials or waste.

Article 10: Changes to the work

10.1 Changes in the Work shall in all cases result in extra or reduced work if:

    - a. the design, specifications or statement of work is changed;

    - b. the information provided by the Client does not correspond to reality; 

    - c. the estimated quantities deviate by more than 10%. 

10.2 Extra work shall be calculated on the basis of price-determining factors applicable at the time the extra work is performed. Less work shall be charged on the basis of price-determining factors applicable at the time of the conclusion of the Contract.

10.3 The Customer shall be obliged to pay the price of the extra work referred to in paragraph 1 of this Article at the Contractor’s option at one of the following times:

    - a. when extra work is performed; 

    - b. at the same time as payment of the principal sum;

    - c. at the next agreed installment payment.

10.4 If the amount of the shortfall exceeds that of the overtime, the Contractor may charge the Customer 10% of the difference at the time of final settlement. This provision shall not apply to reduced work performed at the request of the Contractor.

Article 11: Execution of the work

11.1 The Client shall arrange for the Contractor to be able to carry out his work undisturbed and at the agreed time, and for the necessary facilities to be made available to him during the execution of his work, such as:

 - a. electricity; 

 - b. sanitary facilities; 

 - c. a lockable dry storage room; 

 - d. the workplace must be frost-free.

11.2 Unless caused by actions of the Contractor’s personnel, hired and/or permanently employed, the Client shall bear the risk and be liable for damage resulting from loss, theft, burning and damage to property of the Contractor, Client and third parties, such as tools, materials intended for the Work or materials used in the Work, located at the place where the Work is performed or at any other agreed place. 11.3 The Principal shall be obliged to adequately insure itself against the risks referred to in paragraph 2 of this Article. In addition, the Customer shall insure the work risk of the material to be used. The Customer shall send the Contractor a copy of the relevant insurance policy(ies) and proof of payment of the premium upon first request. In the event of damage, the Customer shall immediately notify its insurance company of the damage for further handling and settlement.

11.4 If the Client fails to fulfill its obligations described in the previous paragraphs and the execution of the Work is delayed as a result, the Work shall be executed as soon as the Client subsequently fulfills all its obligations and the Contractor’s planning permits this. The Client shall be liable for all damages resulting for the Contractor from the delay.

Article 12: Handover of the Work

12.1 The Work shall be deemed to have been handed over when:

     - a. the Client has approved the Work;

     - b. the Employer has put the Work into operation. If the Employer commissions a part of the  

            Work into operation, this part shall be deemed to have been handed over;

     - c. the Contractor has notified the Client in writing that the Work has been completed and the Client has not  

           work has been completed and the Employer has not, within 14 days of the notification  

           in writing whether or not the work has been approved; 

     - d. the contracting authority has approved the work on the basis of minor defects or missing parts which have been  

           or missing parts which can be repaired or replaced within 30 days and which do not prevent the   

           the use of the work. 

12.2 If the Customer does not approve the Work, it shall notify the Contractor thereof in writing, stating the reasons. The Customer shall give the Contractor the opportunity to subsequently hand over the work.

12.3 The Client shall indemnify the Contractor against claims of third parties for damage to parts of the Work that have not been handed over and that have been caused by the use of parts of the Work that have already been handed over.

Article 13: Liability

13.1 In case of a justifiable breach of duty, the Contractor shall be obliged to fulfill its contractual obligations subsequently.

13.2 The Contractor’s liability for damages on the basis of any statutory provisions shall be limited to the damages against which the Contractor is insured on the basis of an insurance policy taken out by or on behalf of the Contractor. However, it shall never exceed the amount paid out by this insurance in the case in question.

13.3 If, for whatever reason, the Contractor cannot invoke the limitation under paragraph 2 of this Article, the liability for damages shall be limited to a maximum of 15% of the total amount of the Contract (plus VAT). If the agreement relates to parts or partial deliveries, the liability for damages shall be limited to a maximum of 15% of the order amount (plus VAT) of that part or partial delivery.

13.4 For damages shall not be considered:

    - a. Consequential damage, including, for example, business interruption damage, loss of production,   

          loss of profit, transport costs and travel and accommodation expenses. The client may     

          insure himself against these damages, if possible; 

    - b. Damage in care. Damage in care is understood to mean, among other things, damage caused to the things on which   

          or to property located in the vicinity of the place where the work is being carried out, as a result of the performance of the work or the  

          the place where the work is being carried out, as a result of the work being carried out or in the course of the work. The  

          Client may insure itself against such damage, if necessary; 

    - c. Damage caused by intent or gross negligence on the part of vicarious agents or  

          subordinates of the Contractor dependent on instructions.

3.5 The Contractor shall not be liable for damage to materials supplied by or on behalf of the Client as a result of improper processing.

13.6 The Client shall indemnify the Contractor against all claims of third parties on account of product liability as a result of a defect in a product that has been delivered by the Client to a third party and that is (also) composed of products and/or materials delivered by the Contractor. The Client is obliged to compensate all damages suffered by the Contractor in this context, including the (full) defense costs.

Article 14: Warranty and other claims

14.1 Unless otherwise agreed in writing, the Contractor guarantees the work performed for a period of six months and the material supplied for a period of five years. The warranty period shall commence after acceptance/delivery free of defects. If a different warranty period has been agreed, the other paragraphs of this Article shall also apply.

14.2 If the agreed performance was unsuitable, the Contractor shall decide whether it will subsequently render such performance suitable or credit the Customer for the relevant part of the invoice. If the Contractor decides to perform the service subsequently in a fit manner, it shall determine the manner and time of performance itself. If the agreed service (also) consists of processing of material delivered by the Customer, the Customer shall deliver new material for its own account and risk.

14.3 Parts or materials to be restored or replaced by the Contractor shall be sent to him by the Customer. 1

14.4 For the account of the Customer shall be:

     - a. all transportation or shipping costs; 

     - b. costs of disassembly and assembly;

     - c. Travel and accommodation expenses. 

14.5 The Customer shall at all times give the Contractor the opportunity to remedy any defect or to carry out the processing again.

14.6 The Client may only invoke the warranty after he has fulfilled all his obligations towards the Contractor after acceptance without defects.

14.7. a. No warranty is given for defects that are the consequence of: – normal wear and tear; – improper use; – maintenance not carried out or incorrectly carried out; – installation, assembly, modifications or repairs carried out by the Client or by third parties; – defective or unsuitable items originating from or prescribed by the Client; – defective or unsuitable materials or auxiliary means used by the Client.

    b. No warranty is given for: - delivered items that were not new at the time of delivery; - testing and repair of items belonging to the Client; - parts covered by the factory warranty. 

14.8 The provisions of paragraphs 2 to 7 of this Article shall apply mutatis mutandis to any claims of the Customer based on non-performance, non-conformity or on any other grounds.

14.9 The Customer may not transfer rights under this Article.

Article 15: Complaints

15.1 The Client may no longer invoke a defect in performance if it has not lodged a complaint with the Contractor within 30 days after it has discovered or should reasonably have discovered the defect.

15.2 The Client shall submit a complaint regarding the amount of the invoice to the Contractor in writing within the payment period, failing which all rights shall lapse. If the payment term is longer than thirty days, the Client shall submit a complaint in writing within thirty days of the invoice date at the latest.

Article 16: Non-accepted goods

16.1 After expiry of the delivery period, the Principal shall be obliged to take delivery of the materials that are the subject of the Agreement at the agreed location within 14 days.

16.2 The Customer shall provide all cooperation that may reasonably be required of it in order to enable the Contractor to take delivery.

16.3 Items not accepted shall be stored for the account and risk of the Client.

16.4 In case of violation of the provisions of paragraphs 1 and 2 of this article, the Client shall owe the Contractor a fine of € 250 per day, with a maximum amount of 5% of the order amount. This fine may be levied in addition to compensation for damages based on statutory provisions.

Article 17: Payment

17.1 Payment shall be made at the Contractor’s location or by bank transfer to an account to be determined by the Contractor.

17.2 Unless otherwise agreed, payment shall be made as follows:

     - a. in the case of retail sale, cash payment shall apply;  

     - b. in the case of payment by instalments: (unless otherwise agreed)- 40% of the total price upon      

           40% of the total price after delivery of the material, or if the delivery of the material is not part of the order.            

          material delivery is not part of the order, after commencement of the work; - 15% of the total      

          total price at the end of installation; and 5% after acceptance free of defects.

     - c. in all other cases within fourteen days from the date of invoice.

17.3 If the Customer fails to meet its payment obligations, it shall be obliged to pay in rem restitution instead of payment of the agreed sum of money at the Contractor’s request. 17.4 The Customer’s right to offset or suspend its claims against the Contractor shall be excluded unless the Contractor is insolvent or the statutory debt restructuring regulation applies to the Contractor.

17.5 Irrespective of whether the Contractor has fully performed the agreed service, everything owed or to be owed by the Client to the Contractor under the Agreement shall be immediately due and payable if:

      - a. a payment deadline has been exceeded; 

      - b. the Client's insolvency or suspension of payment has been applied for; 

      - c. objects or claims of the Client are seized; 

      - d. the principal (the legal entity) is dissolved or liquidated; 

      - e. the principal (the natural person) files for judicial insolvency proceedings,        

            becomes incapacitated or dies.

17.6. If no payment has been made within the agreed payment period, the client must immediately pay interest to the contractor. Interest is 12% per annum, but will be the same as the statutory interest rate if higher. When calculating interest, part of a month is considered a full month.

17.7. The contractor is entitled to offset its liabilities towards the client against the claims that the companies affiliated with the contractor have on the client. In addition, the contractor is entitled to offset its claims against the client against the liabilities that the companies affiliated with the contractor have towards the client. Furthermore, the contractor is entitled to offset its liabilities towards the client against the claims on the companies affiliated with the client. “Affiliated companies” means: the companies that belong to the same group within the meaning of Art. 2:24b BW [cf. BGB], or a participation within the meaning of Art. 2:24c BW.

17.8. If payment has not been made within the agreed period, the client owes the contractor all extrajudicial costs, with a minimum amount of €75. These costs are calculated based on the table below (principal sum with interest):

• For the first €3,000 15%;
• For the amount above this up to €6,000 10%;
• For the amount above this up to € 15,000 8%;
• For the amount above this up to €60,000 5%;
• For the amount above € 60,000 3%.

The extrajudicial costs actually incurred are due if they exceed the aforementioned amounts.

17.9. If the contractor is the prevailing party in a legal proceeding, all costs incurred by him in connection with this proceeding will be borne by the client.

Article 18: Collateral

18.1. Regardless of the agreed payment terms, the client is obliged, at the contractor’s first request and at his discretion, to provide sufficient security for the fulfillment of his payment obligations. If the client does not do this within the set deadline, he will immediately be in default. In this case, the contractor is entitled to terminate the contract and seek recourse from the client for his damages.

18.2. The contractor remains the owner of the items delivered as long as the client:

• a. with the fulfillment of its obligations under this contract or other contracts

is or will be in default;

• b. Claims arising from non-fulfillment of the above-mentioned contracts, such as

Damages, fines, interest and costs have not been paid.

18.3. As long as the items delivered are covered by the retention of title, the client may not encumber or sell them outside of his normal business operations.

18.4. The contractor may retrieve the items delivered after he has asserted his retention of title. The client will cooperate in this without restrictions. 18.5. The contractor has a lien and right of retention against third parties’ demands for return on all items that he has or will receive for any reason and for all claims that he is or will be entitled to against the client.

18.6. If the client has fulfilled his obligations after the contractor has delivered the items to him in accordance with the contract, the retention of title in relation to these items will be revived if the client does not fulfill his obligations under a contract concluded later.

Article 19: Dissolution

The contractor reserves the right to terminate the contract immediately if the order is not possible for technical reasons. If the client wishes to terminate the contract without the contractor being in default and the contractor agrees to this, the contract will be terminated by mutual consent. In this case, the contractor is entitled to compensation for all financial damage, such as losses, loss of profits and costs.

Article 20: Applicable law and place of jurisdiction

20.1. Dutch law applies.

20.2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and other international regulations, the exclusion of which is permitted, is expressly excluded.

20.3. Only the Dutch civil court in the Contractor’s place of establishment has jurisdiction to decide on the disputes, unless this violates mandatory legal provisions. The contractor may deviate from this rule of responsibility and comply with the law