ARTICLE 1 – DEFINITIONS
Each time the terms referred to below are used in the body of this contract, they will have the following definitions:
– “the Lessor”: This term refers to the company TIBBLOC, registered in the Trade and Companies Register of Nantes under number 500 358 221, whose registered office is located at 1, Le Breuillet 44450 Saint Julien de Concelles.
– “the Lessee”: This term refers to the legal entity to which the Lessor leases the equipment under this contract. The identity and contact information of the Lessee are specified in the Quotation.
– “the Parties” This term refers to the parties to this contract, namely, the Lessor and the Lessee.
– “the Contract”: This term refers to the Quote and these General Terms and Conditions of Lease. These documents govern the contractual relationship between the Lessor and the Lessee and constitute a contract.
– “Equipment”: This term refers to the equipment owned by the Lessor and leased to the Lessee under this Contract. The equipment, as well as any accessories, leased to the Lessee are precisely detailed in the Quote.
ARTICLE 2 – PURPOSE OF THE CONTRACT
LThe purpose of this Contract is to define the conditions under which the Lessor undertakes to lease to the Lessee, who accepts the Equipment.
The specific terms and conditions of the lease are outlined in the Quote, in particular the type and characteristics of the Equipment that will be subject to the lease, the duration of the Contract, and the start date of the lease of the Equipment.
These General Terms and Conditions of Lease prevail over any contrary clause(s) that may appear in the Lessee’s documents, in particular its own (framework) contracts or general terms and conditions.
ARTICLE 3 – DECLARATIONS OF THE LESSEE AND THE LESSOR
The Lessee hereby declares having made all the prior declarations and/or has all the administrative authorisations required for the operation, installation and operation of the leased Equipment.
The Lessor hereby declares that the Equipment complies with the regulations in force on the signature date of the Contract.
ARTICLE 4 – FORMATION OF CONTRACT
Based on the needs expressed by the Lessee, the Lessor drafts a Quote. The Quote is valid for 1 month from its issuance date unless otherwise specified in the Quote.
The Lessor hereby gives the Lessee the Quote which the latter accepts by signing it. These General Terms and Conditions of Lease attached to the Quote will be de facto accepted upon signature of the Quote.
During the formation of the Contract, the Lessor also gives the Lessee a notice containing the instructions for the upkeep and maintenance of the Equipment with which the Lessee is required to comply.
The formation of the Contract occurs when the Lessee accepts the Quote and the General Terms and Conditions of Lease.
Any cancellation by the Lessee of a lease before the date of availability of the Equipment gives rise to the Lessor’s right to invoice the Lessee for an indemnity corresponding to 30% of the total amount of the accepted Quote.
ARTICLE 5 – TRANSPORT – DELIVERY – UNLOADING
5.1. – Transport
Unless otherwise specified in the Quote, the Equipment is transported by the Lessor.
In the event that the transport is performed by the Lessee, the handling costs of the Lessor may be re-invoiced. The Lessee is responsible for having all of the specific types of insurance to perform the transport and handling of the rented equipment. The Lessee hereby agrees to comply with the customary standards and practices in terms of transportation and handling (see lifting plans).
The costs of transport are fully borne by the Lessee.
When the transport of the Equipment is provided by the Lessor, the amount of the transport costs is specified in the Quote.
5.2. – Delivery
The delivery location of the Equipment is specified in the Quote.
The delivery date is mentioned in the Quote.
The Lessor hereby undertakes to deliver the Equipment to the Lessee in perfect working order and provided with all of the necessary documents, in particular the notice containing the instructions for the correct upkeep and maintenance of the Equipment, the user manual for the Equipment’s sub-equipment and all technical documentation. The documentation is systematically present at the facilities. If, however, such documents are missing or disappear during the lease term, it is the responsibility of the Lessor to make such a claim.
The Lessor is hereby responsible for all damage occurring during transport. Authorisation requests necessary for unloading operations, especially parking permits, are the responsibility of the Lessee.
The Lessee is hereby required to provide the Lessor with all of the safety instructions and/or instructions to access the delivery location with which the Lessor must comply to make the delivery.
The Lessor is hereby liable for damage caused to visible installations and works. However, the Lessee is solely responsible for any damage caused to the non-visible installations and/or works (networks, pipes, buried cables, etc.).
The Lessee is also required to notify its staff of the delivery to be made by the Lessor in order to guarantee the Lessor’s access and delivery of the Equipment to the location provided for this purpose.
In the event that delivery is impossible to make and/or suffers any delay due caused by the Lessee, the Lessee will be liable to the Lessor for compensation for the period starting from the initially scheduled delivery date until the actual delivery date. The amount of this indemnity will correspond to the amount of the lease provided for in the Quote. The Lessee will also be liable for the additional transportation costs incurred by the Lessor.
The Lessee will be present at the delivery location to receive the Equipment. The Lessee will sign the delivery slip.
When a claim is noted upon the delivery of the Equipment, the Lessee must then make the necessary reservations with the carrier and immediately forward them to the Lessor so that the Lessor can take the necessary measures with its respective insurance companies.
5.3. – Unloading the Equipment
Unless otherwise specified in the Quote or in cases where the transportation is performed by the Lessee, the unloading of the Equipment is performed by the Lessor. When the Equipment cannot be unloaded on the specified location for installation, any equipment or vehicle necessary to allow its transfer to the specified location is provided by the Lessee.
During the unloading period, the Party liable for damage arising from the related operations is the Party in charge of the operation.
ARTICLE 6 – INSTALLATION – CONNECTION – COMMISSIONING OF THE EQUIPMENT – OBSERVATIONS
The participation of the Lessor’s staff for the installation, assembly and dismantling operations is limited to its scope of competence and can in no way have the effect of reducing the Lessee’s liability, particularly in terms of safety.
6.1. – Installation of the Equipment
The preparation of the site planned for the installation of the Equipment and, in particular, the ground is the responsibility of the Lessee. In the event that the site is not suitable due to its position, condition and/or composition (sloping etc.), the Lessee hereby undertakes to perform all of the work (installation of foundation[s], planks, etc.) enabling the installation of the Equipment. This work must be performed before the delivery of the Equipment. The Lessor can in no way be held responsible for the impossibility of and/or delay in delivery resulting from non-compliance with the aforementioned obligations.
The Lessor installs the Equipment. The installation costs are fully borne by the Lessee and specified in the Quote.
The Lessee is responsible for all of the equipment (lifting, handling, cranes, etc.) necessary for the installation, the cost of which is specified in the Quote.
Except upon the fault of the Lessee, during the installation period the Lessor will be responsible for the damage resulting from the related operations.
6.2. – Electrical connection
The electrical connection of the Equipment on the site is performed by the Lessee under its sole responsibility.
6.3. – Commissioning the Equipment
The Lessor commissions the Equipment.
In the event that the Equipment is placed into service by the Lessee, the Lessee will be solely responsible for any ensuing damage or malfunction. After the installation and commissioning of the Equipment, the Equipment will be considered in perfect working order except for reservations expressed by one or other of the Parties either on the commissioning form regarding the Lessor or by mail within 24 hours for the Lessee.
ARTICLE 7 – USE OF THE EQUIPMENT
7.1. – The Lessee hereby undertakes to:
- – take care of the Equipment;
- Not make any changes to the Equipment;
- Not move the Equipment;
- Not secure the Equipment so that it retains its removable nature;
- Where applicable, use the correct and proper quality fuel for the Equipment and ensure its proper operation;
- Where applicable, make an adequate electrical supply available to power the Equipment;
- Comply with all of the recommendations and instructions for use of the manufacturer and the Lessor relating to the Equipment, and, in particular, ensure that the Equipment is not overloaded, namely, an overrun of the stated capacities specific to each item of Equipment; – perform the necessary regular checks and upkeep and maintenance operations defined in the technical instructions for the Equipment;
- Perform the necessary regular checks and upkeep and maintenance operations defined in the technical instructions for the Equipment;
- Operate or cause to be operated the leased Equipment by competent personnel;
- Use a quality of water defined in the manufacturer’s technical specifications;
- Not make abnormal use of the Equipment;
- Comply with all applicable regulations, especially applicable safety standards;
- Complete and file the declaration or authorisation files as an operator with the competent institutions;
- Report any malfunction related to normal use of the Equipment to the Lessor and not operate the Equipment if it has become defective, damaged or dangerous;
- Not sublet the Equipment, except with the express agreement of the Lessor.
The Lessee alone bears all expenses of any kind whatsoever, present or future, relating to the rental, use or operation of the Equipment, with the exception of those charged to the Lessor by law.
7.2. – The Lessee hereby undertakes to allow the Lessor access the Equipment during working days and hours, subject to compliance by the Lessor with a notice period of 24 hours, in order to ensure the condition of the Equipment and the compliance by the Lessee of its obligations under this Contract.
ARTICLE 8 – UPKEEP, MAINTENANCE AND REPAIR OF THE EQUIPMENT
8.1. – Upkeep and maintenance
8.1.1 – Obligations of the Lessee
Unless otherwise specified, the Lessee is responsible for the upkeep, maintenance and operation of the Equipment.
The Lessee undertakes to perform the regular maintenance of the Equipment by authorised and competent personnel, in accordance with the manufacturer’s instructions.
With respect to maintenance, the Lessee has, in a non-exhaustive manner, the obligation to:
- Pay for the repairs of the Equipment in the event of malfunction, breakage or a breakdown resulting from the abnormal, negligent or accidental use of the Equipment;
- Ensure the proper operation of the Equipment and perform the various checks specified in the technical notices;
- Pay for the replacement of wearing parts;
- Perform all of the reviews and checks recommended by the Lessor, the manufacturer and those provided for by law or regulations in force;
- Perform security testing;
- Protect the Equipment against any climatic event, particularly frost, snow, fire, etc.
8.1.2 – Subscription by the Lessee to an upkeep and maintenance option and stocks of operational spare parts
If necessary, the Lessor may offer the Lessee the option of purchasing an upkeep and maintenance option and/or stocks of operational spare parts.
If the Lessee subscribes to the upkeep and maintenance option, the Lessee may choose from several levels of involvement offered by the Lessor. The selected upkeep and maintenance service is detailed in the Quote and the informational leaflet.
The amount charged by the Lessor for the upkeep and maintenance option and/or stocks of operational spare parts chosen by the Lessee is specified in the Quote.
8.2. – Repair of the Equipment
8.2.1 The Lessee undertakes to notify the Lessor in writing and within a maximum of 48 hours of any breakdown or incident affecting the Equipment.
When the breakdown or incident results from the normal use of the Equipment and is due to its poor condition or a hidden defect, the Lessor proceeds, at its own expense, to repair the Equipment. When the repair procedure requires the immobilisation of the Equipment for more than two days, the Lessor undertakes to communicate to the Lessee the foreseeable duration of the immobilisation. Replacement equipment may, if necessary, be made available to the Lessee. If no replacement equipment is made available to the Lessee, the contract is suspended with regard to the lease payments for the unavailability period of the Equipment.
When the breakdown or incident results from the abnormal use or an operating fault due to the Lessee, the repair costs are the responsibility of the Lessee.
The Lessor will repair the Equipment as soon as possible, and will invoice the cost of the repair service to the Lessee.
If, however, the Lessee replaces or has parts replaced on the Equipment, the Lessee undertakes to replace them identically, otherwise the replacement of the parts, performed upon return to the Lessor’s workshop, will be invoiced.
During this period, the Contract is not suspended. Replacement equipment may, if necessary, be leased to the Lessee as part of a new quote that will not replace the initial one.
8.2.2 – The Lessee undertakes to guarantee access and the best working conditions to the Lessor’s technicians called upon to work on the site. The rules relating to the safety of the environment in which the Lessor’s technicians operate remain within the competence of the Lessee and under its exclusive authority.
In the event that the Lessor’s technician cannot access the site or the Equipment, the waiting time will be invoiced to the Lessee.
The provision of assistance and, if necessary, handling equipment is the responsibility of the Lessee.
ARTICLE 9 – RETURN – DISASSEMBLY – LOADING
9.1. – Return of the Equipment
9.1.1 – The Lessee hereby undertakes to return the Equipment in perfect working order and in their entirety.
The Equipment must show a normal state of wear and must be clean.
Under the conditions provided for in Article 12 of these General Terms and Conditions of Lease, the Lessee will be fully liable to the Lessor for any theft, loss, damage or degradation of the Equipment occurring during the lease period.
During the removal from service, the Lessor will perform a visual examination of the Equipment with the Lessee. A full report will be produced upon return to the Lessor’s workshop.
In the event of damage or abnormal wear and tear, all repair costs will be borne by the Lessee. The Lessor will then send a report of the irregularities and the Lessee will have 24 hours to contest it in the event of disagreement.
9.1.2 – The Lessee acquires no ownership rights in the Equipment. All of its parts remain the property of the Lessor, whether or not they have been invoiced to the Lessee or replaced by the Lessee.
On the other hand, the Lessee ensures the custody of the Equipment throughout the rental period.
9.2. – Dismantling and loading of the Equipment
The Lessor proceeds with the dismantling and loading of the Equipment, after having been notified in writing one week in advance of the exact date of the performance of this service.
The dismantlement costs are fully borne by the Lessee and specified in the Quote.
The authorisation requests necessary for the loading operations are the responsibility of the Lessee.
When the lease includes a non-ADR fuel tank, the Lessee pumps the fuel and degasses this tank to allow its return to be performed. The Lessee can also choose to have the Lessor to perform this service, in which case the price relating thereto will appear in the Quote.
The Lessee is required to provide the Lessor with all the safety and/or access instructions that the Lessor must follow to access the Equipment and perform the loading.
ARTICLE 10 – SCOPE OF THE LEASE – DURATION OF THE LEASE AND DEADLINE FOR RETURN
10.1. – Lease period
The lease is granted for a fixed period and cannot be less than one calendar week.
When the Contract is concluded, it takes effect from the date of removal of the Equipment from the Lessor and ends on the date mentioned in the Quote.
When the Lessee wishes to extend the fixed period Contract, the Lessee must notify the Lessor at least 8 calendar days in advance. The Contract will be extended, in such case, by mutual agreement.
10.2. – Deadline for returning the Equipment
The Lessee will notify the Lessor in writing of the exact date of the desired dismantling 5 working days before the end date of the Contract.
In the event of a delay in the return of the Equipment, the Lessee will be liable to the Lessor for compensation corresponding to twice the amount of the lease payment provided for in Article 11 of these General Terms and Conditions of Lease.
In the event of a delay in the return of the Equipment for more than two months, the Lessor will be entitled to invoice the Lessee at the new rate.
ARTICLE 11 – LEASE PAYMENTS AND THE PRICES OF OPTIONAL SERVICES
11.1. – Amount
The lease payment amounts for the Equipment, the price revisions, as well as the costs of the optional services possibly subscribed to by the Lessee are specified in the Quote. The applicable VAT is that in force on the day of the taxable event.
11.2. -Lease payment period
The payment period of the lease will begin on the date of removal of the Equipment from the Lessor and will end on the date of its return to the Lessor.
11.3. – Terms of payment
Except for the specific conditions stipulated in the Quotes, the lease payments and prices of optional services possibly subscribed to by the Lessee are due and payable monthly and in arrears, the first due date being set in relation to the day of the provision of the Equipment to the Lessee and the subsequent due dates being set on the anniversary date of each month.
The lease payments are made either by bank transfer or by direct debit.
No discount is applied in the event of cash or lease payments in advance of the date appearing on the invoice issued.
11.4.- Late penalties
In the event of late payment by the Lessee, late payment penalties, corresponding to a percentage of the amount, including taxes, of the sums due by the Lessee, will be automatically and with full rights acquired by the Lessor from the day after the due date of the invoice, without any formality or prior formal notice and without prejudice to any other action that the Lessor would be entitled to bring against the Lessee on this matter. These late penalties will be calculated on the basis of a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.
In the event of late payment, the Lessee will also be liable to the Lessor for a lump sum compensation for recovery costs in the amount of 40 euros. If the recovery costs incurred by the Lessor are greater than the amount of this fixed compensation, the Lessor may request additional compensation, upon presentation of receipts.
11.5. – Penalty clause
In addition to the late penalties provided for above, in the event of the non-payment by the Lessee of the full amount of the invoice at the end of a period of one month running from its due date, the Lessee will be liable to the Lessor, automatically and without prior notice, for compensation equal to 25% of the balance, including taxes, remaining due.
ARTICLE 12 – LESSEE’S RESPONSIBILITY – INSURANCE – LIMITATION OF THE OWNER’S LIABILITY
12.1. – Responsibility of the Lessee
12.1.1. Throughout the lease period of the Equipment, the Lessee is solely responsible for any damage or degradation, of any nature whatsoever, accidental or not, caused to the Equipment.
The Lessee is solely liable to the Lessor for the loss or theft of the Equipment.
In the cases referred to in this article, the Lessee’s liability includes in particular:
– the possible cost of replacing the Equipment corresponding to its new value;
– the possible cost of repairing and restoring the Equipment;
– the lease costs of any replacement Equipment. The Lessee is solely responsible for any breach of the laws and regulations in force.
12.1.2 – In the event that the Equipment is stolen or its integrity violated, the Lessee hereby undertakes to notify the Lessor immediately and in writing and file a complaint with the competent authorities.
The Lessee must give the Lessor, within two working days, a receipt for the filing of such complaint.
12.2. – Insurance
The Lessee is solely responsible for the supervision, custody and use of the Equipment and is liable for any damage caused to it (Article 12.2.1) and/or caused to third parties by its use (Article 12.2.2).
12.2.1 – With regard to damage caused to the Equipment, the Lessee hereby undertakes, throughout the duration of this Contract, to take out insurance coverage with a notoriously solvent company, with assignment of the benefit to the Lessor and covering, in a non-exhaustive manner, the risks of breakage, damage, accident, fire, theft, vandalism and water damage, up to the new value of the Equipment.
Prior to handing the Equipment over to the Lessee and thereafter upon the Lessor’s simple request, the Lessee must provide proof to the Lessor of the subscription to such insurance by providing certificates from its insurance companies listing the coverage subscribed, its amount, its period of validity and the commitment made by the insurance companies at issue to pay the indemnity directly to the Lessor.
In the absence of provision of these certificates prior to the delivery of the Equipment, or if the certificates do not meet the conditions mentioned above, the cost of the “breakage of machine” coverage offered by the Lessor will be automatically considered effective under the conditions specified in the Quote. Furthermore, the theft of cables, consumables, pipes and sheaths are excluded from this coverage, which consequently will be invoiced at the new value to the Lessee in the event of damage.
In this case, TIBBLOC will be subrogated to all the rights of the Lessee with regard to its insurance company.
12.2.2 – Throughout the duration of this Contract, the Lessee also hereby undertakes to take out civil liability insurance with a notoriously solvent company and guaranteeing bodily injury, material and immaterial, caused to third parties as a result of the possession and use of the Equipment.
12.3. – Limitation of the Lessor’s liability
– – In the event that the Lessor’s liability is likely to be triggered due to direct damage caused by the Equipment, this will be limited to the total amount of the lease payments to be paid by the Lessee during the validity period of the Contract.
However, the Lessor cannot be held responsible for any indirect damage caused to the Lessee by its act or by the Equipment.
ARTICLE 13 – SUSPENSION OF THE PARTIES’ OBLIGATIONS
13.1. – Incident arising from the normal use of the Equipment
13.1.1 – The Lessee will inform the Lessor of any incident arising from the normal use of the Equipment and affecting its correct utilisation. The Lessor will then take all necessary measures to restore the condition of the Equipment, which will result in the suspension of this Contract for such period of time.
If the suspension exceeds one month and absent fault on the part of the Lessee, the Lessee will be entitled to terminate this Contract by sending a registered letter with acknowledgment of receipt.
13.2. – Force majeure
The Parties hereby agree that the obligations of the Lessor or the Lessee will be automatically suspended and their liability cannot be invoked upon the occurrence of a force majeure event as defined in legislation and case law.
The suspension of the obligations or the delay may in no case induce the payment of damages or late penalties.
The Party noting the event must immediately inform the other Party as soon as possible by registered letter with acknowledgment of receipt.
However, as soon as the cause for the suspension of their reciprocal obligations disappears, the Parties will make every effort to resume the normal performance of their contractual obligations as quickly as possible.
ARTICLE 14 – EARLY TERMINATION
14.1. – Occurrence of a force majeure event
When the force majeure event referred to in Article 13.2 of the General Terms and Conditions of Lease has become final or generates such a delay that it obstructs the continuation of the lease, this Contract may be terminated by the one of the Parties by sending the other Party a registered letter with acknowledgment of receipt.
The termination will take effect automatically on the date of the first postal presentation of the registered letter.
14.2. – Contractual non-performance attributable to one of the Parties
This Agreement may be terminated at any time by either Party upon:
- The sufficiently serious breach of one or more of its obligations by the other Party, which has become final or continues beyond eight (8) calendar days;
- The non-compliance by the Lessee of its obligation to pay an invoice, lasting beyond thirty (30) calendar days from the due date of the invoice.
The termination of this Contract by one of the Parties shall take place automatically at the end of a period of eight (8) calendar days from the receipt or, failing that, upon the first postal presentation of a letter of formal notice sent by one of the Parties to the other by registered letter with acknowledgment of receipt or by any extrajudicial document mentioning the intention of its author to apply this clause and remaining without effect.
In the event of the early termination of this Contract resulting from the non-performance by the Lessee of its contractual obligations, the Lessee will, in particular, be liable to the Lessor for an early termination indemnity amounting to all of the lease payments due under normal term of the Contract, increased by 15%.
14.3. – Request of the Lessee
This Contract may be terminated upon the written request of the Lessee. In such a case, the Lessee will be liable to the Lessor for an early termination indemnity corresponding to all the rents due until the normal end of the Contract.
14.4. – Unforeseen circumstances
The Parties may resolve this contract by mutual agreement, in the event of a change in circumstances that were unforeseeable at the time of the conclusion of the Contract and which render the performance of the Contract excessively onerous for one of the Parties, in accordance with Article 1195 of the Civil Code. Any early termination of the contract gives rise to the return of the Equipment in accordance with Article 10 of these General Terms and Conditions of Lease.
ARTICLE 15 – ASSIGNMENT OF CONTRACT
This Contract is concluded by virtue of the personality of the party.
The Lessee may not, on a primary or secondary basis, assign or transmit, totally or partially, free of charge or against payment, this Contract to any third party, except with the prior written authorisation of the Lessor.
ARTICLE 16 – SEVERABILITY
The nullity of one of the provision of this Contract is not likely to lead to the cancellation of the Contract itself, unless it is an essential and determining clause for the consent of the Parties and the cancellation of which is likely to call into question the general balance of this Contract.
ARTICLE 17 – MISCELLANEOUS
For the purposes hereof, the Parties declare that they select their respective head offices, which are specified in the Quote, as domicile.
This contract is subject to French law.
Any dispute relating to the conclusion, interpretation and execution of this Contract will be the exclusive jurisdiction of the courts of the registered office of the Lessor.