Terms

RB Global B.V. – General Terms and Conditions

Drafted on 2 October 2023

General Terms and Conditions of RB Global B.V. (after this: Rentbird), established at Hoofdstraat 170D, 2171BL, Sassenheim, the Netherlands, registered with the Chamber of Commerce under number: 82844569..

Definitions

1. In these General Terms and Conditions, the following terms are used as defined below, unless explicitly stated otherwise.

General Terms and Conditions: These General Terms and Conditions as stated below.

RB Global B.V.: After this Rentbird registered with the Chamber of Commerce under number 82844569.

Company: The Client acting in the exercise of a trade or profession.   

Consumer: The Client not acting in the exercise of a trade or profession.

Contract: Any contract entered into between Rentbird and the Client.

Products: All items that are the subject of the Contract entered into between Rentbird and the Client, and that result from the work performed by Rentbird. This includes technical drawing for Clients.

Employ: Any performance concluded or any obligation between RB Global B.V. and/or RB Global B.V. and the other

Client: The one who has accepted the validity of these General Terms and Conditions and has purchase the product. The Client includes both consumers as companies. 

Article 1 Scope

1. These General Terms and Conditions apply to every quotation and Contract entered into between Rentbird and the Client, unless the parties are departed from the General Terms and Conditions explicitly and in writing.

2. These General Terms and Conditions are also applicable to contracts with Rentbird for the implementation of which third parties must be involved.

3. The applicability of any of the Client’s purchasing conditions or other general terms and conditions is expressly excluded.

4. If one or more provisions of these General Terms and Conditions are void or voidable, the other provisions of these General Terms and Conditions remain in effect. In this event, Rentbird and the Client will consult with each other to agree new provisions to replace the void or voided ones.

5. Departures from the Contract and the General Terms and Conditions are only valid if they are explicitly agreed with Rentbird in writing.

6. If Rentbird does not always require strict compliance with these General Terms and Conditions, this does not mean that the provisions thereof do not apply, or that Rentbird would in any way lose the right to require strict compliance with the provisions of these General Terms and Conditions in other cases

Article 2 Quotations 

1. Quotations should preferably be made in writhing and/or electronic form, unless pressing circumstances make this impossible.

2. All quotations are without obligation, unless a period for acceptance is stated in the offer and/or quotation. If in quotation a period for acceptance is stated the offer or quotation will lapse after this period has expired, 30 days.

3. Rentbird cannot be held to its quotations if the Client, in accordance with the requirements of reasonableness and fairness and generally accepted standards, should have understood that the quotation or an element thereof contains a manifest fault or clerical error.

4. If the acceptance departs from the offer included in the quotation, whether or not on points of minor importance, then Rentbird is not bound by this. The Contract then does not come into being in accordance with this differing acceptance, unless Rentbird indicates otherwise.

5. Quotations do not automatically apply to future orders or reorders.

Article 3 Formation of the contract 

1. The Contract comes into being through the timely acceptance by the Client of Rentbird’s quotation.

Article 4 Ending of the contract 

1. Rentbird and the Client could terminate the Contract at any time by mutual consent.  

2. Both the Client and Rentbird are entitled to terminate the Contract at any time without the observance of a notice period.

Article 5 Amendments to the contract

1. If, during the implementation of the Contract, it becomes apparent that it is necessary to amend or supplement the Contract to ensure its proper implementation, then Rentbird will inform the Client of this as soon as possible. The parties will then amend the Contract in a timely manner and in mutual consultation.

2. If the parties agree that the Contract will be amended or supplemented, this can influence the time of the completion of the implementation. Rentbird will inform the Client of this as soon as possible.

3. If the amendment or supplementation of the Contract will have financial, quantitative and/or qualitative consequences, then Rentbird will inform the Client of this in advance.

4. If a fixed price and/or fee is agreed, then Rentbird will indicate the extent to which the amendment or supplementation of the Contract will influence the price. In this event Rentbird will attempt, as far as possible, to issue a quotation in advance.

5. Rentbird may not make any additional charges if the amendment or supplementation is a consequence of circumstances that can be attributed to Rentbird.

6. Amendments to the Contract originally entered into between the Client and Rentbird are only valid from the time at which these amendments are accepted in writing by both parties by means of a supplementary or amended Contract.

Article 6 Implementation of the contract 

1. Rentbird will implement the Contract to the best of its knowledge and ability, and in accordance with the requirements of good workmanship.

2. Rentbird enters into a obligation of best efforts and not an obligation of result.

3. The research carried out by Morgen Ruben or presents is a snapshot. New insights or conclusions may mean that previous research has to be changed. No rights can ever be derived from this situation.

4. Advice or management or other related services in a general sense is given so that the natural value or cultural value remains intact. Advice is never given on safety or legal aspects of forests or other natural aspects.

5. The Client isn’t allowed to trade and/or sell the Product in the United States and Canada. If de The Client sells and/or trades these Products in these countries, the Client will be liable for all the damages resulting from the purchase and/or trade.

6. Rentbird is entitled to arrange for certain work to be carried out by third parties. The applicability of article 7:407, paragraph 2 and article 7:409 of the Dutch Civil Code is explicitly excluded.

7. Rentbird is entitled to implement the Contract in phases.

8. If the Contract is implemented in phases, Rentbird is entitled to invoice and require payment for each implemented element separately. If and for as long as this invoice is not paid by the Client, Rentbird is not obliged to implement the following phase, and is entitled to suspend the contract.

9. If the Contract is implemented in phases, Rentbird is entitled to suspend the implementation of those elements that belong to the following phase or phases until the Client has approved in writing the results of the preceding phase.

10. The Client will issue all information or instructions that are necessary for the implementation of the Contract, or which the Client can be reasonably expected to understand are necessary for implementation of the Contract, to Rentbird in a timely manner.

11. If the above-mentioned information and instructions are not issued, or not issued in a timely manner, then Rentbird is entitled to suspend the implementation of the Contract. The additional expenses that are incurred through the delay will be borne by the Client.

12. The applicability of article 7:404 of the Dutch Civil Code is explicitly excluded.

13. Rentbird enters into a best efforts obligations and not a result obligation. Rentbird will perform the services to the best of his ability; as a good Contractor, including the technical work, whereby the Client can never derive any rights.

14. If a model or sketch has been shown or provided to the Other Party, this model or sketch is an indication without the final delivery having to correspond to that model or sketch, unless the parties have expressly agreed that the Product must correspond with the model or the sketch.

Article 7 Prices and fees 

1. The prices and fees are expressed in euros and regarding the Client in the capacity of Consumer inclusive of VAT, import and export duties, excise duties and other taxes or government levies, unless indicated otherwise.

2. The prices and fees are expressed in euros and regarding the Client in the capacity of Company exclusive of VAT, import and export duties, excise duties and other taxes or government levies, unless indicated otherwise.

3. The prices and fees are inclusive of travel, accommodation, packaging, delivery, transportation costs and administration costs, unless indicated otherwise.

4. If a fee isn’t expressly agreed, the price and/or fee will determined by the actual amount of hours and the usual hourly fee of Rentbird.

5. Rentbird will provide a statement of all associated costs, or provide information on the basis of which these costs can be calculated by the Client, in a timely manner before the Contract is entered into.

6. Rentbird has the option to increase the price if it later appears that Rentbird has incurred more costs than previously thought, in reasonableness and fairness.

Article 8 Amendment of prices and fees 

1. If Rentbird agrees a fixed price and/or fee when the Contract is entered into, then Rentbird is entitled to increase this price or fee, also when the price or fee is not originally specified provisionally.

2. If Rentbird has the intention of amending the price and/or fee, it will inform the Client of this as soon as possible.

3. If the increase of the price or fee takes place within three months of the Contract being entered into, the Client can terminate the Contract by means of a written statement, unless:

• the increase arises from a right of Rentbird or an obligation resting upon Rentbird in accordance with the law;
• the increase is due to a rise in the price of raw materials, wages etc. or on other grounds that could not reasonably have been foreseen when the Contract was entered into;
• Rentbird is still prepared to implement the Contract on the basis of that which was originally agreed;
• it is stipulated that the implementation will be carried out more than three months after the Contract was entered into.

4. The Client is entitled to terminate the Contract if the price or the fee is increased more than three months after the Contract was entered into, unless it is stipulated in the Contract that the implementation will be carried out more than three months after the Contract was entered into.

5. Rentbird will inform the Client in the event of the intention to increase the price or the fee, stating the extent of the increase and the date upon which it will take effect.

Article 13 Payment

1. Payment will take place by means of transfer to a bank account specified by Rentbird, unless agreed otherwise. Transfer will take place by means of an invoice.

2. Payment is made in advance if the Other Party acts in the capacity of a natural person (Consumer), not being a Company.

3. Payment is made afterwards, if the Other Party acts in the capacity of a Company, not being a natural person (Consumer).

4. Payment must be made within 14 days of the invoice date, in a manner to be specified by Rentbird and in the currency in which the invoice is issued, unless agreed otherwise.

5. The Client is not authorised to deduct any amount from the payable amount by reason of a counterclaim made by the Client.

6. Rentbird and the Client may agree that payment be made in instalments in proportion with the progress of the work. If payment in instalments is agreed, the Client must make payment in accordance with the periods and percentages as established in the Contract.

7. Objections to the level of the invoice do not have the effect of suspending the payment obligations.

8. After the expiry of a period of 14 days after the invoice date, the Client will be, without a notice of default, by operation of law in default. The Client has to bear from the moment of default on the immediately claimable amount an interest at the rate of 3% per month, unless the statutory interest rate is higher.

9. In the event of bankruptcy, suspension of payment or placement under conservatorship, the amounts owed to Rentbird and the obligations of the Client towards Rentbird are immediately claimable.

Article 14 Collection costs 

1. If the Client is in default or in breach of the Contract in fulfilling its obligations (in a timely manner) then all reasonable costs incurred to obtain an out-of-court settlement are payable by the Client.

2. With regard to the extrajudicial (collection) charges, Rentbird is entitled, in so far as the Client act in the capacity as a Consumer, to a payment of the maximum sum that is determine in the Payment of Extrajudicial Collection Charges Decree.

3. In so far as the Client act in the capacity as a Consumer, Rentbird is only entitled to a reimbursement of extrajudicial collection charges after the Rentbird send the client a reminder to pay within 14 the outstanding invoice or invoices after the client came into default.

4. Any reasonable legal costs and execution costs incurred are also payable by the Client.

Article 15 Retention of title 

1. All items supplied by Rentbird within the framework of the Contract remain the property of Rentbird until the Client has properly fulfilled and fully complied with that which is required of it by virtue of the Contract.

2. Payable amounts also include the reimbursement of all charges and interest, including those of earlier or later supplies and services provided, as well as compensation claims due to breach of contract.

3. For as long as the ownership of the supplied items has not been transferred to the Client, the Client may not sell on, pledge or in any other way encumber that which falls under the retention of title, except within the normal conduct of its business.

Article 16 Suspension

1. If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully or in a timely manner, then Rentbird is entitled to suspend the corresponding obligation. In the event of partial or inadequate fulfilment, suspension is only permitted in so far as this is justified by the shortcoming.

2. Moreover, Rentbird is entitled to suspend the fulfilment of the obligations if:

• after the Contract is entered into, Rentbird becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;
• the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;
• circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of Rentbird.

3. Rentbird reserves the right to claim compensation.

Article 17 Termination

1. If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully, in a timely manner or properly, then Rentbird is entitled to terminate the Contract with immediate effect, unless the shortcoming, in view of its limited significance, does not justify the termination.

2. Moreover, Rentbird is entitled to terminate the Contract with immediate effect if:

• after the Contract is entered into, Rentbird becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;
• the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;
• due to a delay on the part of the Client, Rentbird can no longer be required to fulfil the Contract under the originally agreed conditions;
• circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of Rentbird;
• the Client is declared bankrupt, submits an application for a suspension of payment, requests the application of debt rescheduling for natural persons or is served with a writ of sequestration on all or part of its property;
• the Client is placed under conservatorship;
• the Client deceases.

3. Termination will take place by means of a written declaration, without judicial intervention.

4. If the Contract is terminated, the Client’s debts to Rentbird become immediately due and payable.

5. If Rentbird terminates the Contract on the above-mentioned grounds, Rentbird is not liable for any costs or compensation.

6. If the termination is attributable to the Client, the Client is liable for the damage suffered by Rentbird.

Article 18 Force majeure

1. Breaches may not be attributed to Rentbird or the Client is they are not their fault, or if they are not accountable by law, juristic act, or according to the generally accepted standards. In this case the parties are also not bound to fulfil the obligations arising from the Contract.

2. In these General Terms and Conditions, the term “force majeure” is defined as – in addition to what is understood in law and jurisprudence in this regard – all external causes, foreseen or unforeseen, upon which Rentbird can exercise no influence and through which Rentbird is not able to fulfil its obligations.

3. Circumstances regarded as resulting in force majeure include strikes, lockouts, fire, water damage, natural disasters or other external contingencies, mobilisation, war, traffic congestion, blockades, import or export restrictions or other government measures, stagnation or delay in the supply of raw materials or machinery components and lack of labour forces, as well as any circumstances through which normal business operations are impeded, as a result of which the fulfilment of the Contract by Rentbird cannot be reasonably sought by the Client.

4. In case that Rentbird performs technical work, of its own accord or at the request of the Client , Rentbird will inform the Client as best as possible, in accordance with the requirement of a good Contractor, about any risks associated with the execution of the technical work. If there are any despites during the process of carrying out the technical work, circumstances become known to Rentbird, this will be at all times be considered or explained in the light of art. 6:75 of the Dutch Civil Code. This provision is included in the linking provision of art. 21 of these Terms and Conditions.

5. Rentbird is also entitled to invoke force majeure if the circumstance that hinders (further) fulfilment of the Contract occurs after Rentbird should have fulfilled its obligations.

6. In case of force majeure the parties are not obliged to proceed with the Contract, and are not bound to pay any compensation.

7. During the period that the force majeure continues, both Rentbird and the Client can fully or partly suspend the obligations arising from the Contract. If this period lasts for longer than 2 months, both parties are entitled to terminate the Contract with immediate effect, by means of a written notification, without judicial intervention and without the parties being able to claim any damages.

8. If the situation of force majeure is of a temporary nature, Rentbird reserves the right to suspend the agreed service for the duration of the situation of force majeure. In the event of permanent force majeure both parties are entitled to terminate the Contract without judicial intervention.

9. If at the time of the occurrence of force majeure Rentbird has already partly fulfilled, or will fulfil, its obligations arising from the Contract, and independent value accrues to the part fulfilled or to be fulfilled, then Rentbird is entitled to separately invoice the part already fulfilled or to be fulfilled. The Client is bound to pay this invoice as if there were a separate Contract.

Article 20 Examination and claims 

1. The Client is obliged to examine the delivered goods at the time of delivery, but in any case within three days after the delivery.

2. Visible defects and shortcomings have to be reported within three working days after the delivery in writing to Rentbird. The defective product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.

3. Visible defects and shortcomings have to be reported within three working days after the performance of the Service in writing to Rentbird.

4. Non-visible defects and shortcomings have to be reported within three working days after its discovery to Rentbird. The defective product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.

5. The right to (partial) restitution of the price, repair or replacement of the Product or compensation lapses, if the defects will not be reported within the prescribed period, unless the nature of the Product states otherwise or from circumstances of the case a broader period arises.

6. Any shipping costs incurred for returning the defective Product Rentbird will reimbursed if the Client requested Rentbird in writing to return the defective Product. Other costs than shipping costs will ever be reimbursed by Rentbird, unless agreed in writing. The shipping costs will never be reimbursed when the Client didn’t ask Rentbird in writing to send.

7. The payment obligation will not be suspended if the Client reports the defect to Rentbird within the prescribed period.

8. If the Client complaints in time, the Client will stay obliged to purchase and pay for the purchased goods, unless these goods have no independent value.

Article 21 Liability

1. The implementation of the Contract is entirely at the risk and responsibility of the Client. Rentbird is only liable for direct damage that has arisen through wilful recklessness or an intentional act or omission of Rentbird.

2. The liability of Rentbird is excluded for indirect damage, including in any event consequential damage, loss of profit, lost savings and loss due to business interruption, or immaterial damage to the Client. In the case of consumer purchase, this limitation does not extend further than is permitted pursuant to article 7:24, paragraph 2 of the Dutch Civil Code.

3. In all cases where Rentbird performs technical work or the Client uses the technical work of Rentbird, there is an exoneration clause. Client indemnifies Rentbird against any liability , in the form of consequential loss, including personal injury(s). Rentbird is under every circumstances liable for any form of injury(s) or causal consequential damage as a result of the technical work performed by himself. Unless there is any intent or wilful recklessness.

4. Rentbird is not liable for damage, of whatever nature, resulting from Rentbird basing its actions upon inaccurate and/or incomplete information provided by the Client, unless this inaccuracy or incompleteness ought to have been known to Rentbird.

5. If the delivered Product or part of the Product has been produced by a third party, the third party will be responsible and liable for the damage if the Product or the part of the Products contains an error or defect.

6. If Rentbird is liable for any damage, then the liability of Rentbird is limited to an amount equal to the amount stated in the invoice, or to the amount to which the insurance taken out by Rentbird gives entitlement, with the deduction of the policy excess borne by Rentbird under the terms of the insurance.

7. The Client must report the damage for which Rentbird can be held liable to Rentbird as soon as possible, but in any event within 10 days of the damage having arisen, on penalty of the forfeiture of any right to compensation for this damage.

8. Any liability claim against Rentbird lapses within one year of the Client having become aware, or possibly reasonably having become aware, of the harmful event.

Article 22 Indemnity

1. The Client indemnifies Rentbird against any claims by third parties who suffer damage in connection with the implementation of the Contract which is attributable to the Client.

2. If Rentbird may be sued for this reason, then the Client is bound to provide Rentbird with both judicial and extrajudicial support. Furthermore, all costs and damage on the part of Rentbird and third parties will be at the expense and risk of the Client.

Article 23 Limitation period

1. In departure from the legal limitation period, a limitation period of one year applies to all claims against Rentbird and any third parties brought in by Rentbird.

Article 24 Intellectual property 

1. Rentbird reserves the rights and powers accruing to it under the provisions of the Copyright Act and other intellectual property legislation and regulations.

2. Rentbird reserves the right to utilise the knowledge acquired for the performance of the work and general information for other purposes and other work, in so far as no confidential information is hereby communicated to third parties.

3. The Other Party may use the account for purposes for which Rentbird has opened the material or the account, but never for other purposes. The Other Party is not permitted to publish, reproduce, copy, make available to third parties, make available, trade the material or the account, even with the prior written permission of Rentbird, ( commercially) or otherwise distribute it. The Other Party is not permitted to create “derivative works” by modifying the material and subsequently making it available to third parties for inspection, making it available, trading, (commercially) exploiting it or distributing it in any other way.

4. What is described in Article 24, paragraph 3, does not apply if there is a so-called 'search buddy account'.

Article 25 Privacy and cookies 

1. Rentbird will store the details and information that the Client provides to Rentbird carefully and confidentially.

2. Rentbird may only use the personal details of the Client within the framework of the implementation of its obligation to supply, or of dealing with a complaint.

3. When visiting our website Rentbird can collect the information on the use of the website of the Client through cookies.

4. The information that Rentbird collects through cookies can be used for functional an analytical purposes.

5. Rentbird is not permitted to lend out, hire out or sell the personal details of the Client, or to publicise them in any other manner.

6. If Rentbird is obliged to provide confidential information to third parties by virtue of a legal provision or court decision, and Rentbird cannot claim a legal right of immunity, or such a right recognised or permitted by the competent court in this respect, then Rentbird is not liable to pay compensation or grant indemnification. The Client is also not entitled to terminate the Contract by reason of any damage arising in this way.

7. The Client agrees that Rentbird may approach the Client for statistical or customer satisfaction research. If the Client does not wish to be approached for research, the Client may make this known.

8. Rentbird reserves the right to utilise the other details of the Client in anonymous form for (statistical) research and databases.

Article 26 Newsletter

1. The Client can sign up for the newsletter.

2. The newsletter will keep the Client informed of the latest new and the most recent developments.

3. The Client will receive the newsletter by e-mail.

4. The Client can opt out in writing of though a hyperlink of the newsletter at any time. In this case the Client will receive no more messages.

Article 27 Applicable law, disputes

1. Dutch law is exclusively applicable to all legal relationships to which Rentbird is a party. This also applies if an obligation is wholly or partly fulfilled outside of the Netherlands or if the Client has its place of business outside of the Netherlands.

2. The applicability of the Vienna Sales Convention (CISG) is excluded.

3. Disputes between Rentbird and the Client will only be submitted to the competent court in the Netherlands.

Article 28 Location

1. These General Terms and Conditions are filed at the Chamber of Commerce under number: 82844569..