General conditions of sale and rental of equipment

S2U ASBL

 

 

I. GENERAL CLAUSES

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Art. 1 - Applicability

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1.1 The legal relationship between S2U and the Customer/Buyer or Customer/Lessee respectively (hereinafter both referred to as ‘Customer’) is governed exclusively by these ‘General Terms and Conditions of Sale and Rental’.

1.2. These general terms and conditions define the respective obligations of the contracting parties on the occasion of sales/rentals carried out by our services.

1.3. The general conditions apply to all types of contracts (sale or rental) concluded between S2U and the customer, the formation (2.4.) and applicable law (13.1) of which are set out herein.

1.4. The term customer must be understood both as a ‘consumer’ and as a ‘professional customer’. A consumer is a natural person acting outside his professional activity, whereas a professional customer is a natural or legal person acting within the framework of his commercial activity.

1.5. The General Terms and Conditions of Sale and Rental take effect from the time the Customer places the order and are hereinafter referred to as ‘the Sales Contract’ and ‘the Rental Contract’ respectively.

1.6 By signing the sales or rental contract or by accepting our quotation, the customer expressly acknowledges having read, understood and accepted these general terms and conditions. The enforceability and acceptance of the general terms and conditions may also result from any other form of communication with the customer (payment of any deposit required or the ongoing relationship).
1.7. The Customer hereby acknowledges that its own general or specific terms and conditions do not apply to the Contract. In the event of contradiction between the general terms and conditions of our customers and those of S2U, in the event of reciprocal services and obligations, it is agreed that the latter shall prevail over those of the other party.

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Art. 2 - Offer and formation of the sale and lease contract

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2.1. The price of the equipment sold or hired, hereinafter referred to as ‘the sale or hire price’, is always expressed in euros and is exclusive of tax, which is always payable by the Customer.
2.2. Unless otherwise stipulated in writing, offers issued by S2U are not binding in any way whatsoever until the contractual document has been signed for agreement by the customer and the deposit paid.
2.3. The signing of a sales or rental contract or the acceptance, in whatever form, of any other equivalent contractual document, including our quotation, constitutes a firm and definitive commitment by our customers.
2.4. For contracts concluded at a distance, the sales or rental contract will only be perfected after receipt of the acceptance by the offeror and confirmation by S2U of receipt of the acceptance which in its place and on its date forms the contract with payment of the deposit. By accepting, the customer expressly accepts the special and general conditions of the contract.
2.5. Once the contract has been formed, except in the cases set out below, the Parties are not authorised to terminate it without the agreement of the other Party.
2.6. Changes made by the customer to our offer will only be valid if we have accepted and confirmed them in writing.

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Art. 3 - Promotional offer

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3.1 All promotional offers are valid for a limited period only.
3.2. However, S2U reserves the right to change or end this offer at any time without notice.
3.3. Customers are eligible for this offer on the specified terms and conditions as communicated by S2U.
3.4. No claims may be made after an offer has been modified or terminated.

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Art. 4 - Price determination and revision

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4.1. In principle, our prices are not subject to revision, but we may pass on any changes in the rate of VAT before or on the date of delivery.
4.2. Customers who are entitled to a reduced rate of VAT or an exemption therefrom must provide all the necessary evidence before accepting the offer in order to be able to benefit therefrom.
4.3. Any additional difficulty giving rise to extra work for S2U, caused by any circumstance beyond our control, as well as any modifications requested by the customer, will give rise to the prior drafting of a written document signed by all parties and to additional invoicing on the basis of our price list in force at that time.

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Art. 5 - Terms of payment

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5.1. Unless otherwise stated in writing, all invoices are payable in cash or by bank transfer.
5.2. Invoices may be paid in cash up to a maximum of EUR 3,000.
5.3. The effectiveness of the payment, regardless of the manner in which it was made, is only understood to be the recording of the payment in the bank account held by S2U.
5.4. Any complaint must be sent at the latest 8 calendar days after its reception, by registered mail or by e-mail sent to the address hello@sport2u.be, and this before any use of the goods.
5.5. If these deadlines and formalities are not respected, the customer will no longer be able to dispute the invoice.
5.6. Failure to pay in full or in part by the due date will automatically entail, without notice of default, a contractual indemnity of 12% of the unpaid amount by way of penalty clause, with a minimum of 100 euros on all invoices from the due dates until payment in full.  As well as conventional interest of 10% per annum until full payment. S2U is liable in the same way in the event of non-payment on its part.

5.7. Failure to pay an invoice by the due date shall automatically render all sums due immediately payable, including any invoices not yet due, regardless of any payment facilities previously granted, without prior warning or formal notice.
5.8. A customer who gives a solvency indication or requests invoicing from a third party remains jointly and severally liable with the third party indicated.
5.9. If the nature of the contract, or during its execution the circumstances of it justify it, S2U is entitled to demand the joint and several sureties of the natural persons signing on behalf of clients who are legal entities, and failing this is authorised to terminate the agreement (anticipatory breach).

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Art. 6 - Performance difficulties

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6.1. Unless otherwise specified, payment by the customer is the normal method of performance of the contract.
6.2. S2U will give preference to performance ‘in kind’ of the customer's obligations under the contract.
6.3. Notwithstanding the foregoing, S2U expressly reserves the right to terminate unilaterally, without being required to pay any compensation, in the event of a change in the customer's situation such as death, prohibition, provisional administration or any other restriction of the legal capacity of natural persons and in the event of collective settlement of debts or any other situation of competition and, for legal persons, any situation of voluntary or involuntary competition (dissolution, collective insolvency proceedings, bankruptcy, ...). In these cases, the amounts already paid by the customer remain the property of S2U as lump sum compensation, unless otherwise agreed in writing between the Parties.
6.4. In any hypothesis, S2U is authorized to ask for the judicial resolution of the contract concluded with the wrongs and grievances of the customer if the circumstances justify it.
6.5. In the event of non-payment in full or in part by the due date specified in clause 9.1, S2U reserves the right to refuse to enter into any new agreement with the Customer or to terminate any existing agreement with the Customer.

6.6. Without prejudice to the provisions of clause 6.5, S2U reserves the right to suspend, even tacitly, the performance of its own obligations in the event of non-compliance with the Customer's obligations to S2U.
6.7. S2U reserves the right to automatically and without prior notice consider the Sales or Rental Contract terminated at the Customer's expense in the event of bankruptcy, judicial agreement, suspension of payment, manifest insolvency of the Customer, dissolution, liquidation, publication of protested bills of exchange, a summons to appear before the Court for non-payment, the opening of a file in a research department for companies in financial difficulty, the sale, transfer, establishment in another country, pledging, or the Customer's participation in a company of its goodwill or its tools, etc.

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Art. 7 - Retention of title and assignment of receivable

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7.1. S2U retains ownership of the goods sold until full payment of the price and its accessories (any costs, interest and penalties). Consequently, the customer expressly refrains from placing, selling, assigning, pledging and generally disposing of the goods covered by the contract before its account has been settled.
7.2. The goods must be returned to S2U immediately on request.

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Art. 8 - Delivery and assumption of risk

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8.1. Unless otherwise stipulated in the contract, delivery and transport of the goods are at the customer's expense and risk.
8.2. Where the contract provides for the provision of a service, the goods are transported at the risk of the service provider until they are delivered and placed at the specified delivery address. From that moment, the buyer assumes the risk.
8.3 It is the buyer's responsibility to check that the delivery has been made correctly and that the goods are in order as soon as they are received.
8.4. If there is a problem with the conformity of the goods, the customer has 48 hours from the date of receipt to notify S2U of the damage observed.
8.5. Any use of the goods received is considered to be full acceptance of the conformity of the goods.

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Art. 9 - Deadlines

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9.1. The deadline is that set out in the contractual document binding on the Parties. Unless otherwise stipulated, any other deadline is given as an indication only.
9.2. The times indicated are subject to the availability of supplies for which S2U has no obligation of result.
9.3. Delay in delivery cannot result in the cancellation of the contract by the customer nor automatically entitle the customer to a reduction in price, damages or any other compensation, unless agreed in writing by the parties.
9.4. In the event of force majeure and, more generally, due to circumstances which prevent, reduce, delay or make it difficult for S2U to carry out the work, S2U is relieved of all responsibility.

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In this case, S2U's commitments may be reduced and the agreement terminated in whole or in part, without the parties to the case being required to pay any compensation.

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The following circumstances may be invoked, without limitation: war, civil war, civil unrest, strike, lock-out by S2U and/or their suppliers, disruption of supplies, epidemic, fire, water damage, interruption of means of transport, difficulties in obtaining supplies of raw materials, materials and energy, as well as any restrictions imposed by the authorities.

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Art. 10 - Responsibility

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10.1. S2U's liability is strictly limited to what has been agreed in the contract.
10.2. S2U's products do not give rise to any liability on its part other than that of the object of the contract and the legal guarantee given by the manufacturer. In no way can the intervention of S2U carry responsibility with regard to the use by the customer or any third party intervening in the product which is its property and the respect of all the legal and regulatory provisions imposed by the nature of the said good.
10.3 S2U is exempt from any liability for secondary, indirect or incidental damages.
10.4. The obligation of S2U is an obligation of means, and does not commit it as to the result.
10.5. In any event, the liability of S2U is limited to the amount of the contract without prejudice to the right of the customer to seek resolution of the contract in court, in accordance with Article 1184 of the Civil Code.
10.6 In the event of responsibility attributed to S2U according to the provisions of article 10.5, the maximum responsibility will be expressly limited to the amount corresponding to the Price of Sale or Rental, excluding VAT and taxes.

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Art. 11 - Cancellation of the order by the customer and assignment of claims

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11.1. Any cancellation of the order by the customer will not result in the reimbursement of sums already paid nor any compensation whatsoever, except with the written agreement of S2U.
11.2. S2U reserves the right to demand a cancellation fee equal to 50% of the total cost of the order in the event of unilateral cancellation by the customer of the said order.
11.3. The customer authorises S2U to assign any claims it may have against the customer by simple notification to the customer.

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Art. 12 - Assignment

12.1. S2U reserves the right to assign the Contract, in whole or in part, to any person, firm or company.

Art. 13 - Applicable law and disputes

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13.1. Validly concluded contracts and these general terms and conditions of sale are subject to Belgian law.
13.2 Except in the case of legal action for payment, the parties undertake to attempt to resolve any dispute relating to the validity, interpretation or performance of their respective contractual obligations by mediation or judicial conciliation.
13.3. Disputes which cannot be resolved amicably will be subject to the exclusive jurisdiction of the courts having jurisdiction over the registered office of S2U, in particular the courts of the judicial district of Namur (Belgium).

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Art. 14 - Severability clause

 

14.1 If any of the provisions of the general terms and conditions are declared null and void, this nullity shall not affect the validity of the other clauses, which shall continue to have effect.
14.2. The parties agree to replace any invalid or inapplicable provision with a valid and applicable provision that comes closest to the economic purpose of the original provision.

Art. 15 - Amendments to the general terms and conditions of sale

15.1 We reserve the right to modify these general terms and conditions of sale at any time. Amendments will be applicable as soon as they are published on our website.

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II. CLAUSES REGARDING SALES CONTRACTS

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Art. 1 - Delivery of the goods sold

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1.1 In the event of partial delivery followed by the Customer-Buyer's refusal to accept any other additional delivery, or if the Customer-Buyer makes any other delivery impossible, the invoice for the goods already delivered will be due immediately, even if these goods are still with S2U or in transit.

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Art. 2 - Transfer of risk and retention of title

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2.1. The transfer of risk occurs when the goods sold leave the S2U warehouse.
2.2. Ownership of the goods sold is not transferred until full payment of the Sale Price and costs. The transfer of ownership will then be suspended until that moment. The reservation of ownership must be considered as enforceable against the curatorship, liquidator, debt mediator or seizing creditor, even if the goods have beeń partially converted or commingled

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Art. 3 - Condition of goods sold second-hand and guarantee by S2U

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3.1. The goods sold second hand (hereinafter referred to as ‘Used Equipment’) sold by S2U are received by the customer in the condition in which they are found.
3.2. S2U expressly disclaims any liability for any defects in the Used Goods in relation to the applicable (European) (safety) requirements.
3.3. Receipt of the used equipment by the customer on delivery implies acceptance of the equipment sold.
3.4. The Customer-Buyer undertakes to use the second-hand equipment sold only after having properly checked that the equipment complies with the applicable instructions for use and local requirements, that its installation is reliable and that the conditions of use are safe.
3.5. If the Customer-Buyer becomes aware that the Used Equipment sold has been put into service without the necessary adjustments, repairs and/or inspections having been carried out in accordance with professional standards and with a view to ensuring the safe operation of the Used Equipment sold, the Customer-Buyer must inform S2U. 

3.6. S2U will not be obliged to guarantee the customer if it is established that :

• The Customer-Buyer has carried out repairs or modifications to the used equipment sold, or has attempted to do so.

• The defects result from abusive or abnormal use of the used equipment, such as its use for purposes other than those reasonably intended for this equipment, an excessive load, inexpert use or use that does not comply with the correct instructions for use, assembly, maintenance, installation or use that does not comply with the technical or safety rules in force at the place of use of the used equipment sold.

• Defects have not been notified to S2U in writing by registered mail in due time, i.e. within 48 hours of the date of receipt of the goods sold.

• Documentation forming part of the used equipment but not supplied by S2U, including operating instructions, safety symbols, etc., is defective and/or incomplete.

• Used equipment has been used with accessories or add-ons which were not sold or delivered with the equipment sold, or which are not intended to be used with the equipment sold.

3.7. The hidden defects will be determined in a contradictory way. In the event of a hidden defect in relation to the equipment sold, it is expressly agreed that S2U, according to its expertise, has the choice either to have the equipment sold repaired, or to replace it, or to authorize a reduction in the price, or to request the cancellation of the Contract with reimbursement of the Sales Price and return of the equipment sold. The Customer-Buyer is not entitled to claim additional damages. Replaced parts automatically become the property of S2U without compensation.

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III. CLAUSES REGARDING RENTAL CONTRACTS

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Art. 1 - Scope of application

1.1. These general terms and conditions apply to all rental contracts between S2U and the customer, hereinafter referred to as the ‘Customer-Lessee’.

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Art. 2 - Condition of the leased property

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2.1. The leased goods, hereinafter referred to as ‘the Leased Equipment’, are supplied in the condition in which they are at the time of delivery, as known by the Customer-Lessee.
2.2. The Customer-Lessee is obliged, immediately after delivery, to carry out a thorough examination of the Rented Equipment in order to detect any defect or fault.
2.3 Any apparent defect not contested immediately or contested within 24 hours of the Rental Goods being discovered and put into service shall be deemed to have been covered, and the Customer-Lessee shall then lose the right to make any subsequent claims concerning these apparent defects.
2.4. S2U must be notified of any defects observed during the rental period.
2.5. S2U guarantees, for a period of six (6) months, all hidden defects of the Rented Equipment which prevent its use.
2.6. At the end of the rental period, the Customer-Lessee must return the Rented Equipment to S2U in the condition in which it was received.
2.7. Any damage noted on the Rented Equipment after its return, with the exception of normal wear and tear, is considered to be attributable to the Customer-Lessee, who will therefore bear the costs.
2.8. Only S2U is authorised to carry out maintenance and repair work on the Rented Equipment.
2.9. The Customer-Lessee may not claim damages in the event that it is temporarily impossible to use the Rented Equipment.

2.10. Repairs made necessary by the fault of the Customer-Lessee shall be at his/her expense, provided that this fault is established.

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Art. 3 - Duties of the Customer-Lessee

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3.1. The Customer-Lessee shall :

• Comply with the provisions of the Rental Agreement and any local regulations in force relating to the possession and use of the Rented Equipment, in particular with regard to legal requirements concerning the use of personal protective measures.

• Ensure that the ground on which the Rental Equipment is placed is flat and made up of hard ground, failing which S2U is entitled to refuse placement until the premises have been fully prepared.

• Use the Rented Equipment responsibly and in accordance with its normal use.

• To pay the required deposit of 50% when the order is placed and the balance on delivery/assembly or at the end of the event (short-term hire).

3.2 Under no circumstances may the Customer/Lessee dispose of the Rental Goods in any way whatsoever (give, assign, pledge, ...) or deposit, transfer or sub-let the Rental Goods, in whole or in part, to third parties without the prior written consent of S2U.
3.3 It is strictly forbidden for the Customer-Lessee to make any modifications to the Rented Equipment or to remove any markings, without the prior written authorization of S2U.

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Art. 4 - Replacement of leased goods

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4.1. S2U reserves the right to replace, at any time, all or part of the Rented Equipment with equivalent equipment.

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Art. 5 - Ownership of the Rented Equipment and warranty

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5.1. If the Customer-Lessee is not the owner of the building or land where the Rented Equipment is installed, or if it ceases to be the owner, it must inform the owner or new owner of this fact in writing.
5.2 In the event of a third party claiming rights to the Rented Equipment, the Customer-Lessee undertakes to indemnify S2U against any claim, fully compensating S2U for all sums due, including costs, interest and loss of income arising from the total or partial loss of the Equipment, its reduced use or the deprivation of use of the Rented Equipment.

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Art. 6 - Subrogation

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6.1. The Customer-Lessee gives S2U the power to undertake, at the expense of the Customer-Lessee, all necessary steps to repair the damage caused to the Rented Equipment and to obtain any damages directly from the persons responsible.
6.2. The Customer-Lessee hereby assigns its rights with regard to third parties responsible for damage caused to the Rented Equipment.

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Art. 7 - Duration of the lease

7.1. The rental period is indicated on the contract and is not renewable, even tacitly.
7.2. S2U reserves the right to terminate the Rental Contract automatically and immediately by registered letter, without the Customer-Lessee being entitled to damages, in the following cases:

• In the event of serious damage to the Rented Equipment.

• In the event of theft or loss of the Rented Equipment.

• Where the maintenance and/or repair costs, payable by S2U under this Rental Agreement or any other similar agreement, prove to be significantly higher than S2U could reasonably have anticipated at the commencement of the Rental Agreement.

• If the Customer-Lessee does not comply with the obligations arising from this Rental Agreement.

7.3. If the contract is terminated, a cancellation indemnity equivalent to 80% of the balance (excluding VAT) of the amounts owed by the Customer-Lessee up to the fixed term.

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Art. 8 - Responsibility of the Customer-Lessee

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8.1. The Customer-Lessee assumes the risks and responsibility for the Rented Equipment from the moment when it is handed over to the Customer-Lessee until the moment when it is effectively returned.
8.2. The Customer is responsible for the Equipment made available to him/her and must take responsible care of it.
8.3 The customer must allow access to S2U's agents on the premises where the rented goods are located in order to monitor the equipment.
8.4. S2U reserves the right to terminate the Hire Agreement if the Hirer fails to take reasonable and appropriate steps to protect the Hired Equipment.

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Art. 9 - Return of the Rental Equipment

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9.1. At the end of the rental period, the Customer-Lessee undertakes to return all the rented goods (as well as any related documents) in good working order and in the same condition as that in which they were received, with the exception of normal wear and tear resulting from proper use.
9.2. The leased goods must be returned to the place agreed when the contract was signed, on the agreed date or at the end of the lease period, unless otherwise agreed between the parties.
9.3. The lessee is responsible for all costs incurred in returning the leased goods to the agreed location, including transport, handling and insurance costs, unless otherwise agreed in the contract.
9.4. In the event of delay in returning the leased goods, the lessee shall pay a penalty of €6 excluding VAT/m2 per day of delay, without prejudice to any other remedy that S2U may have under the contract or the law.
9.5. The lessor reserves the right to check the condition of the rented goods when they are returned (within two weeks of the end of the rental contract) and to withhold all or part of the lessee's deposit to cover the cost of repairing or replacing damaged goods, as well as to compensate for any delay or failure to return the goods.
9.6. In this event, S2U will draw up an estimate of the damage.

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Art. 10 - Insurance

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10.1. The organiser is required to take out ‘all risks’ insurance for the Rental Equipment. S2U may request a copy of the insurance policy at any time. This policy will cover the Equipment against theft, vandalism, bad weather, riots, destruction for any reason, including force majeure, at its replacement value as new.

Art. 11 - Deposit
 

11.1. The hirer undertakes to pay a deposit when signing this contract, if requested in addition to the 50% deposit.

11.2 This deposit will be used as a guarantee in the event of damage to the rented equipment or failure to comply with the terms of the contract.

11.3. The deposit will be returned to the Client-Lessee within 15 days of the end of the hire period, provided that the equipment is returned in the same condition as that in which it was hired, with the exception of normal wear and tear resulting from proper use.

11.4 In the event of damage to the equipment or failure to comply with the terms of the contract, S2U reserves the right to withhold all or part of the deposit to cover the cost of repairing or replacing the damaged equipment and to compensate for any breach of contract.

11.5. The Hirer acknowledges and accepts that S2U's decision regarding the return of the deposit is final and binding.