GENERAL TERMS AND CONDITIONS OF DJ CONTAINERS B.V.
Article 1 - Definitions
In these General Terms and Conditions, the following definitions apply:
Client: the counterparty of DJ Containers;
Parties: DJ Containers and Client collectively;
Agreement: the sales or rental agreement between DJ Containers and Client;
Container(s): the container(s), office units, and other container applications, including furnishings, components, inventory, and installations, as well as all related products and services, as specified by DJ Containers in the (attachments to the) Agreement;
Delivery: the moment when the possession or right of use of the Container(s) is transferred by DJ Containers to the Client or is offered or made ready for such transfer;
Rental Period: the period between the date of Delivery and the first day following the day on which the Container(s) are received back by DJ Containers;
Container Projects: the realization or construction by DJ Containers, commissioned by the Client, of special applications of the Container(s), including the design, modification, furnishing, placement, switching, or adaptation of Container(s) for specific purposes.
Article 2 – General
These General Terms and Conditions apply to all offers, agreements, and other legal relationships between DJ Containers and the Client regarding the sale and rental of Container(s) by DJ Containers. DJ Containers rejects the applicability of the Client's general terms and conditions, unless the Parties explicitly and in writing agree otherwise.
These General Terms and Conditions also apply to all Agreements with DJ Containers, for the execution of which third parties are to be involved.
DJ Containers is entitled to change these General Terms and Conditions at any time. The amended General Terms and Conditions will apply to all Agreements concluded from the moment DJ Containers has deposited them with the trade register of the Chamber of Commerce or the registry of a court.
The applicability of the Vienna Sales Convention (CISG) to the Agreement is expressly excluded.
Article 3 – Offers and Agreement
All offers and quotations from DJ Containers are non-binding and revocable, regardless of whether a deadline for acceptance is mentioned in the offer or quotation. Images, specifications, descriptions, and quantities included in the offers and quotations are not binding. DJ Containers expressly reserves the applicable tolerances and guarantees regarding Container(s) and components produced by third parties that the manufacturer may assert.
If the Client requires special qualities and/or (technical) specifications when placing an order, they must agree on this in writing and explicitly with DJ Containers. In all other cases, DJ Containers delivers in accordance with the quality described in these General Terms and Conditions.
A composite quotation does not obligate DJ Containers to make any partial delivery of the Container(s) included in the offer or quotation at a corresponding part of the specified price.
DJ Containers has the right, at its own discretion, to have an Agreement executed in whole or in part by third parties.
Article 4 – Delivery, Inspection, and Transfer of Risk
Delivery times specified in DJ Containers' quotations are indicative, unless expressly agreed otherwise. The mere expiration of the specified delivery period does not constitute a default. Except in cases of intent or gross negligence by DJ Containers or its managerial subordinates, DJ Containers is not liable for damages resulting from exceeding the (delivery) deadline.
Delivery and return of the Container(s) will take place at a depot designated by DJ Containers in Belgium, unless the Parties agree otherwise in writing. If no depot is designated in the Agreement, the depot of DJ Containers in Antwerp will apply.
If the Container(s) are delivered at a different location, DJ Containers is entitled to charge the transport and delivery costs. The Buyer must provide DJ Containers or its carrier with unobstructed access to the relevant delivery location(s) and ensure safe (working) conditions on site. The CMR Convention applies to all transport of Container(s) by road carried out by or on behalf of DJ Containers, and the General Transport Conditions 2002 apply additionally.
If the Buyer refuses or neglects to take delivery of the Container(s) after Delivery, DJ Containers is entitled to store the Container(s) at the Buyer's expense and risk.
DJ Containers is entitled to partial deliveries of the Container(s), unless otherwise agreed in the Agreement. DJ Containers is entitled to invoice the delivered Container(s) separately.
At the time of Delivery, but in any case within 2 days after delivery, the Buyer is obliged to inspect the Container(s) and to verify whether the quantity and quality of the Container(s) correspond to what has been agreed and whether there are any other defects. In the case of container interchange, a Container Interchange Report (‘CIR’) is prepared for each transition (both at intake and issuance). If the Buyer does not proceed with the inspection, the Container(s) are deemed to have been delivered in full and in good condition, at least in accordance with the relevant CIR. Inspections by a third party designated by the Parties in mutual consultation are binding between the Parties.
Prior to delivery, the Buyer is entitled to inspect the Container(s) in mutual consultation with DJ Containers at the location designated by DJ Containers. This inspection is considered a delivery inspection as mentioned in paragraph 6 of this article.
Any shortages and visible defects must be reported in writing to DJ Containers at the time of delivery, but no later than 3 days after delivery or inspection.
If the Buyer wishes to return defective Container(s), this can only be done after prior written consent from DJ Containers and in the manner indicated by DJ Containers.
The risk of the Container(s) that are the subject of the Agreement, including loss or damage due to fire, theft, improper use or management, transfers to the Buyer at the moment the Container(s) are legally and/or factually delivered in accordance with the agreed delivery category of the applicable ICC Incoterms.
Article 5 - Prices and Payments
All prices quoted by DJ Containers are exclusive of VAT, fluctuating exchange rates, shipping, transport, packaging, storage, and security costs, levies and taxes, including import and export duties and customs clearance costs. In the event of a sale, the above remains unchanged with respect to import duties, other taxes, and costs associated with the import by the Buyer of Container(s) that are in free circulation at the time the Purchase Agreement is concluded.
If DJ Containers has agreed on a fixed price with the Buyer, DJ Containers nevertheless has the right to charge the Buyer for any structural changes in the factors affecting the price, regardless of whether these are foreseeable or unforeseeable changes at the time of concluding the Agreement. DJ Containers will notify the Buyer of such price changes in advance.
Except in the cases referred to in Articles 15 paragraph 3 and 16 paragraph 13 and unless otherwise agreed, payments must be made no later than 30 days after the invoice date (hereinafter both: "Payment Term"), in the manner indicated by DJ Containers and in the currency in which the invoice was issued. Objections from the Buyer regarding the amount of the invoices do not suspend the payment obligation.
Article 6 - Payment and Default
If the Buyer fails to make the payment within a Payment Term, the Buyer is automatically in default. The Buyer is then, until the moment of full payment of the amount owed, liable to pay interest of 1.5% per month on the due amount, with a part of a month being counted as a full month, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate applies.
If the Buyer remains in default of fulfilling one or more of its (payment) obligations after a payment term set by DJ Containers, the Buyer is obliged to reimburse DJ Containers for all actual extrajudicial and judicial costs incurred (including costs of experts, lawyers, etc.). These costs amount to at least 15% of the amount owed with a minimum of EUR 250.
DJ Containers has the right to apply the payments made by the Buyer first to reduce costs, then to reduce the accrued interest, and finally to reduce the principal and the ongoing interest.
All amounts owed by the Buyer under an Agreement must be paid to DJ Containers without discount, withholding, or set-off. The Buyer never has the right to suspend its (payment) obligations under an Agreement.
Article 7 – Warranty and Limitation of Warranty
DJ Containers guarantees that the Container(s) at the time of Delivery comply with the agreed specifications and the usual requirements and standards set within the industry and are free from defects due to material or manufacturing errors (the “Warranty”). DJ Containers expressly does not guarantee any specific quality, performance, purpose, application, or (particular) use of the Container(s).
The Warranty is expressly limited to the moment of Delivery and, if applicable, to the scope and duration of the warranty provided by the manufacturer of the Container(s) to DJ Containers.
The Warranty does not apply to: (i) Defects or deficiencies that involve minor, commercially acceptable, or technically unavoidable deviations in quality, color, size, and/or weight; (ii) Separate parts or installations belonging to the Container(s); (iii) Defects arising as a result of normal wear and tear, improper or inappropriate use or management, or use contrary to instructions provided by DJ Containers; (iv) Delivered used, or at least not new, Container(s). These are delivered in the condition and state in which they are at the time of the conclusion of the Agreement.
If the delivered Container(s) do not meet the Warranty and if the Buyer has complained within the time limits set forth in these General Terms and Conditions, DJ Containers is solely obliged, at its own discretion, to replace the Container(s) or ensure repair.
Article 8 – Liability and Indemnification
Any liability of DJ Containers towards the Customer is excluded for damages resulting from a circumstance as mentioned in article 7 paragraph 3 and is in any case limited to liability for direct damage, which is limited, at the sole discretion of DJ Containers, to the replacement or repair of the possibly defective Container(s), or to the refund of the paid rental or purchase price or a proportional part thereof. The total liability of DJ Containers is at all times limited to a maximum amount of the payment to be made by the insurer of DJ Containers in the relevant case, and, to the extent that the damage is not covered by insurance, to the amount of the agreed purchase price or rental price over a maximum period of one year, up to a maximum amount of EUR 100,000.
If, under any contractual provision regarding the transport of goods by road or sea, compensation for damages is to be charged entirely or partially to DJ Containers, this compensation will be calculated based on the economic value of the Container(s) at the place and time of Delivery.
DJ Containers is in no case liable for indirect damage, including consequential damage, lost profits, cargo damage or loss, missed savings, or damage due to business stagnation.
The Customer indemnifies DJ Containers against all claims from third parties regarding (the execution of) the Agreement and the use and destination of the Container(s), how and by whomsoever caused, including claims related to the transport of the Container(s) and their contents over public roads, water, and the open sea.
Article 9 - Confidentiality
The parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from other sources in the context of the Agreement. Information is considered confidential if it has been communicated as such by a party or if it arises from the nature of the information or the Agreement. The obligation under this article applies except for mandatory disclosure of confidential information under any legal provision or court ruling.
Article 10 – Suspension, Termination, and Dissolution
DJ Containers is authorized to suspend the fulfillment of the obligations under the Agreement or to terminate the Agreement in its entirety and with immediate effect, or to dissolve it and take back the Container(s), if: (i) the Buyer is in default of fulfilling any obligation arising from the Agreement or the law; (ii) after the conclusion of the Agreement, facts or circumstances come to the knowledge of DJ Containers that give good reason to fear that the Buyer will not fulfill its obligations; (iii) the Buyer fails to provide agreed securities for the fulfillment of its obligations under the Agreement; (iv) the Buyer acts in violation of any legal obligation resting on it; (v) the Buyer is declared bankrupt or granted a suspension of payments or is subjected to debt restructuring under the Natural Persons Debt Restructuring Act, or submits a request for this, or if assets of the Buyer or the Container(s) are seized; (vi) the Buyer is dissolved, ceases its activities and/or ceases to exist; (vii) control over the Buyer or its business or a substantial part thereof is transferred to one or more others through a merger as referred to in the SER Merger Code of Conduct 2015, regardless of whether those codes of conduct apply in the specific case, (other than by death); (viii) the Buyer uses or allows the Container(s) to be used for a purpose other than that for which they are intended; (ix) if the Container(s) are lost, regardless of the cause; (x) if any circumstance arises, whether or not under foreign law, that has a similar effect on the Buyer as the circumstances mentioned above.
Furthermore, DJ Containers is entitled to terminate the Agreement if circumstances arise that make the fulfillment of the Agreement impossible or unreasonable, or if other circumstances arise that make it unreasonable to expect the unchanged maintenance of the Agreement.
If the Agreement is dissolved or terminated, DJ Containers' claims against the Customer become immediately due. If DJ Containers suspends the fulfillment of its obligations, it retains its rights under the law and the Agreement.
Article 11 – Force Majeure
Without an explicit agreement to that effect between DJ Containers and the Client, DJ Containers shall never be considered a contractor for work in the sense of Book 7, Title 12 of the Civil Code in the execution of Container Projects.
Container Projects shall only be executed by DJ Containers if the specifications of the Container(s) to be delivered are sufficiently clear in a separate agreement, in the opinion of DJ Containers. DJ Containers shall never be obliged to more or different than what is explicitly specified in such an agreement.
Unless otherwise agreed between the Parties, the provisions in the General Terms and Conditions regarding delivery, inspection, complaints, and warranty shall apply correspondingly in the execution of Container Projects. In particular, DJ Containers does not provide delivery and/or maintenance warranties that extend in scope and duration beyond the general product warranties described in the General Terms and Conditions.
Force majeure is understood to mean any circumstance independent of the will that prevents the fulfillment of obligations under the Agreement in whole or in part, or makes it unreasonable to demand the fulfillment of obligations under the Agreement. Such circumstances include, but are not limited to: war, the threat of war, civil war, riots, kidnapping, molestation, fire, water damage, and extreme weather conditions such as flooding, storms, hurricanes, lightning strikes, etc., strikes, occupation of businesses, exclusions, defects in machinery and installations, disruptions in the supply of energy, obstructive measures by any government authority, the absence of any permit to be obtained from the government, terrorist actions or their consequences, as well as any attributable or non-attributable shortcoming in the performance by third parties that prevents DJ Containers from fulfilling its obligations to the Client. To the extent that DJ Containers has partially fulfilled its obligations under the Agreement at the time such a circumstance occurs, or will be able to fulfill them partially, and the fulfilled or to be fulfilled portion has independent value, DJ Containers is entitled to invoice the already fulfilled or to be fulfilled portion separately. The Client is obliged to pay this invoice as if it were a separate Agreement.
Article 12 – Disputes and Applicable Law
The court within whose jurisdiction the registered office of DJ Containers falls has exclusive jurisdiction to hear all disputes concerning the Agreement. Nevertheless, DJ Containers has the right to submit the dispute to another court that is competent according to the law or treaties. Dutch law applies to every Agreement between DJ Containers and the Client.
Article 13 – Applicability and Location
These General Terms and Conditions have been filed with the Chamber of Commerce in Rotterdam, in Dutch, German, Spanish, and English versions. The Dutch text is decisive regarding the interpretation of the content and scope of these General Terms and Conditions. The most recently filed version of these General Terms and Conditions shall always apply. Unless otherwise specified in the Specific Terms below, the provisions of the General Terms and Conditions shall remain in full force.
Article 14 – Specific Provisions for Container Projects
Article 15 – Specific Provisions for Sales
Unless otherwise stated in writing by DJ Containers, the delivery time starts at the moment DJ Containers has received payment of the purchase price.
Delivery and return of the Container(s) takes place Ex Works (Ex Works) at the DJ Containers depot and in accordance with Incoterms 2010, unless the Parties agree otherwise in writing.
Unless DJ Containers indicates otherwise, payment of the full purchase price must be made prior to delivery.
The Buyer is obliged to remove the B.I.C. (Bureau International des Containers, Paris, France) alpha code of DJ Containers as well as all other (ownership) characteristics of DJ Containers from the Container(s) no earlier than and no later than after the Buyer has fulfilled all (payment) obligations arising from the Agreement.
All Container(s) supplied by DJ Containers remain the property of DJ Containers until the Buyer has fully complied with all obligations under the Agreement concluded with DJ Containers. The Buyer is not authorized to pledge or otherwise encumber the Container(s) that are subject to the retention of title. In the event that DJ Containers wishes to exercise its ownership rights, the Buyer hereby grants irrevocable and unconditional permission to DJ Containers or to third parties designated by it, to enter all places where the property of DJ Containers is located and to reclaim such property.
Article 16 – Specific Rental Provisions
In consultation with DJ Containers, it is possible to reserve Container(s) for rental for a specific period, which the Customer is obliged to rent the Container(s) during the reserved period, unless timely cancellation occurs. A reservation can only be canceled in writing, in which case the Customer owes DJ Containers compensation for the costs incurred or damages suffered by DJ Containers:
(i) 50% of the rental price if the cancellation date is less than 4 weeks before the start of the Rental Period;
(ii) 80% of the rental price if the cancellation date is less than 2 weeks before the start of the Rental Period;
(iii) 100% of the rental price if the cancellation date is less than 1 week before the start of the Rental Period;
The parties intend to provide the Customer with only a temporary right of use of the rented Container(s) under the Agreement, with ownership of the Container(s) remaining at all times with DJ Containers. The Customer is prohibited from giving the Container(s) to third parties for use, pledging, transferring, or otherwise encumbering them for the benefit of third parties without prior written consent from DJ Containers.
The Customer is obliged to manage the Container(s) during the Rental Period at their own expense and risk as a good tenant and to keep them in proper and operational condition, which includes the following obligations for the Customer;
(i) to use the Container(s) solely within their normal business operations and for the purpose for which they were rented and are suitable by nature;
(ii) to use the Container(s) in accordance with the instructions provided by DJ Containers;
(iii) is required to manage and transport the Container(s) as recognizable property of DJ Containers and not to remove the (ownership) characteristics of DJ Containers present on the Container(s), including its B.I.C. alpha code;
(iv) continuously inspects the Container(s) for their proper and safe operation and, unless otherwise agreed, timely provides the necessary daily maintenance to maintain this proper and safe operation, all in accordance with the manufacturer's specifications, if available;
(v) takes all reasonable measures to prevent damage, loss, or theft of the Container(s);
(vi) is obliged to comply with all applicable national and international legal, contractual, and other regulations regarding the Container(s) as well as their use, transport, and destination;
(vii) ensures that the ground where the Container(s) are to be placed is level, paved, and otherwise suitable for both the placement and presence of the Container(s) and ensures that the owner of the land where the Container(s) are placed grants permission for the placement of the Container(s);
(viii) does not place or use the Container(s) at locations where there is chemical or other types of soil or groundwater contamination. If the Container(s) are used on chemically or otherwise contaminated land contrary to the above, the Customer is obliged to ensure complete cleaning of the Container(s) before return. This obligation also applies if the Customer becomes aware of the contamination after the start of the Rental Period;
In the event of rental by DJ Containers of Container(s) intended for the accommodation of and stay by persons, such as but not limited to so-called office units, the following provisions apply in addition to these general rental conditions:
(i) The Client is solely responsible and obliged to determine, at their own expense and risk, a suitable, properly prepared, sturdy, and safe location for the users of the Container(s) and third parties, where the Container(s) will be placed and used, in connection with and in accordance with the intended use of the Container(s);
(ii) The Client is obliged to regularly inspect the Container(s), their construction, subsoil, use, and application for defects and safety for users and third parties, and furthermore, at their own expense and risk, to take all (maintenance) measures necessary to ensure the absence of defects or to immediately rectify any defects or safety issues that arise;
(iii) The Client or a third party designated by them is responsible, at their own expense and risk, for the assembly, construction, use, and dismantling of the Container(s), unless otherwise agreed in writing between the parties;
(iv) The Client is responsible, at their own expense and risk, for ensuring that all necessary permits and/or approvals for the installation, construction, presence, use, and dismantling of the Container(s) are obtained and remain in effect for the duration of the Agreement and as long as necessary thereafter;
If the Agreement does not pertain to Container(s) intended for transport by road, water, or open sea, the Buyer is not entitled to move the Container(s) without written permission from DJ Containers. In the event of moving the Container(s), the Buyer is always obliged to promptly provide the destination and/or location of the Container(s) at the first request of DJ Containers.
DJ Containers is always entitled to inspect the Container(s) to ensure proper compliance by the Buyer with the Agreement. The Buyer is required to cooperate fully with these inspections.
7. From the moment of Delivery of the Container(s), during the Rental Period, the entire risk of loss, deterioration, damage, recovery, and/or repair of the Container(s), regardless of the event or cause that caused it, including in cases of force majeure and for example due to fire, water, storm, civil unrest, theft, embezzlement, or improper use or management of the Container(s), is the responsibility of the Buyer.
The Buyer is obliged to compensate DJ Containers for all damages to the Container(s) arising from the risks described in the previous paragraph, without prejudice to the Buyer's obligation to continue paying the rental price until the damage has been fully compensated to DJ Containers.
The Buyer must adequately insure the Container(s) against the damages and losses mentioned in paragraph 7 of this article and keep them insured, and will provide DJ Containers with proof of the conclusion of a relevant insurance policy at the first request. Furthermore, the Buyer commits to assign its rights against the insurance company to DJ Containers at the first request.
The customer is required to report any damage, loss, and deterioration of the Container(s) immediately in writing to DJ Containers and to provide all cooperation that DJ Containers may need in this regard. Deterioration occurs when, in the opinion of DJ Containers, the cost of repairing damage to the Container(s) exceeds the rental value in the economic market of the Container(s) at that time. Unless DJ Containers provides replacement equivalent Container(s) after the report of loss or deterioration of the Container(s), the Agreement will terminate in that case.
Regarding the presence of damage to the Container(s) as well as its extent and repair measures, DJ Containers applies the IICL (Institute of International Container Lessors, Briarcliff Manor, NY, U.S.A.) Standards for Repair and Cleaning as a minimum standard, but DJ Containers is always authorized to determine otherwise if the extent of the damage is greater or the repair costs are higher than what the application of the IICL standard entails.
The customer is liable for the rental price from the date of Delivery, regardless of whether the Container(s), for any reason, are picked up or received by the customer on the date of Delivery. If the Container(s) are returned before the agreed Rental Period has elapsed, the customer is liable for the rental price for the entire agreed Rental Period. If the Agreement is continued after the expiration of its term, this will occur for the same period and under the same conditions as stated in the original Agreement.
Rental periods expire on the first day of the month to which the rental period applies. DJ Containers is at all times entitled to demand that the Customer provides adequate security or collateral for the payment of the rent. In the event of payment default, DJ Containers, without prejudice to its right to demand payment of the unpaid rental periods plus interest and costs, has the right to immediately remove the Container(s) from the Customer's premises without any further notice of default and without any judicial intervention, and to charge this to the Customer.
DJ CONTAINERS BV
Date: February, 2025