GENERAL SALES CONDITIONS OF SPANTECH INTERNATIONAL S.A. AND ITS DIVISIONS

1. General
These Sales Conditions prevail every agreement except for special agreements which are accepted by a Spantech International SA Director in writing. All our sales are subject to the following conditions, which the client explicitly declares to have recognised. If purchasing conditions of the client exist, they are only valid if they are recognized explicitly and accepted by a Spantech International SA Director in writing for a specific contract.
This is a translation of the French General Sales Conditions, although to the best of our knowledge the translation is accurate, in case of conflicts between the two versions, only the original French General Sales Conditions are binding.

2. Establishment of the contract
Our offers are non-binding.
Every order has to be confirmed to us in writing by a contract established by us and signed by the client to be considered as accepted. If this contract was not established, it is replaced by the invoice or by the delivery note.
The client is solely entitled to goods and services explicitly described in detail in the contract of sale.
We reserve the right to execute any technical modification of whatever nature to improve our products. This does not entitle the client to withdraw from the contract.
We reserve the right to modify certain aspects of our products (form, design, colours, etc…) if these modifications are acceptable for the client and agreed with him.
All the information given in our brochures (weights, dimensions, schemes, etc…) is non-binding unless it is explicitly declared to be part of the contract.
We reserve the right to refrain from delivery if we have any doubt about the client‘s liquidity.

3. Price
Prices are quoted in Euro, and do not include transport and packaging.
We reserve the right to invoice for the prices valid at the date of shipment, if the calculation base of prices has changed (such as but not limited to change of material costs or costs of workforce).
Obvious typing or other mistakes in offers, orders, invoices, and price lists are not contractual.
All additional goods and services delivered by us are not included in the purchase price and have to be paid separately by the client.

4. Delivery time
The delivery period begins as soon as all details are settled and all conditions, such as but not limited to the payment of a down payment, are fulfilled by the client. Partial deliveries are allowed. The indicated delivery periods are non-binding estimations.
The delivery date is respected if it is announced sufficiently in advance.
The client has the right announce a reasonable period of grace if the delivery date has passed for six weeks.
In case of force majeure we reserve the right to either delay the delivery appropriately or to rescind from the contract.
All liabilities for damages due to delayed delivery or non-delivery are excluded.

5. Dispatch and transfer of risks and perils
All risks and perils are transferred to the client as soon as the merchandise leaves our premises or as soon as it is handed over into the custody of the client. If we have notified the client that the goods are ready for shipment, and delivery is delayed due to a fact attributable to the client, we reserve the right to store at the client‘s cost, risk and peril, or to sell the goods. In case the client does not clearly indicate the means of transport, this decision is made by us. In any case, transport costs are immediately payable.
The client agrees to discharge us from, and protect us against all responsibilities to all persons, as well as to properties which would be damaged by flood, fire, explosions or any other damage due to imperfect installation, improper use of or repairs effected by the client to the mentioned equipment.
The weather cannot be predicted: the client has to use his proper judgement, common sense and knowledge of the local climate conditions in executing the instructions in the user‘s manual.
If delivery and erection by us are agreed, the client has to make sure that:

  • the terrain to build on is accessible with a lorry. If the terrain is not level enough, or if it is not sufficiently supported, it may be necessary to install a concrete base. All costs related to this are at the client‘s charge. It must be possible to tighten ropes andproperly anchor them around the tent. Delays caused by events such as but not limited to a bad route are at the client‘s cost and risk.
  • The client has to obtain all the necessary permissions and authorisations in time.
  • The client has to issue a guarantee of indemnity if he approves to commence works without authorisation. The contract is independent from the issuance of permissions of whatever nature. Changes, additional work and delays due to third parties are at the client‘s risk.
  • The client has to provide all information about pipes, canals and similar installations under the surface of construction before the works start. If he fails to do so, he is responsible for all eventual damages to these installations. The client has to clearly indicate the exact position(s) of these installations.

If delivery and installation of heating and lighting by us is agreed upon:

 

  • The power network within the construction is at our charge.
  • The placement of a bottle of oil or natural gas is at our charge, as well as the connection of these to the installation.
  • The placement of a cable supplying electricity to be used at the installation is the client‘s responsibility. This electric power line (380 V – 3 phases + zero line grounded) has to support our electricity tables.

6. Payment
All goods and services delivered by us are payable at the company‘s legal seat. The acceptance of a Bill of Exchange will not alter this fact.
If a B/E accepted by the client is not paid at our legal seat our if the client does not pay as he is obliged to at maturity date for whatever reason, we reserve the right to claim without prior notice all outstanding duties from the client, irrespective of the applied terms of payment.
Each defective performance by the client authorises us to withdraw from the contract of sales. If the client rescinds from the contract, this is legally valid from the time he notified us by registered mail.
The parties agree that in case of dissolution of the contract, we are entitled to an indemnity of 30 % of the agreed purchase price, and the parties agree that this amount constitutes the indemnity against damages to be foreseen upon signature of the sales contract. All fees resulting from non-paid cheques or dishonoured B/Es are invoiced separately to the client.
Invoices are payable in full prior to delivery, unless stipulated differently in the contract of sales.
All invoices which are not paid at maturity are augmented by 20 % and are subject to 1 % interest for each commenced month.

7. Retention of title
The property in the merchandise remains with us until the invoice is fully paid.

8. Responsibility in case of defective workmanship
All claims of defects visible on receipt are to be notified in writing immediately, but at the latest within 8 days upon receipt of the goods. In case of defect of merchandise or material, the seller guarantees either replacement or repair of the defective parts. The parties agree to limit the period to 15 days, as foreseen in art. 1648 of the CC.
We grant a warranty period for all our tents of one year, as well as a life-long warranty on all moulded pieces and extruded tubes (except for the Center Pole) and the steel cables for defect of material and fabrication. The warranty period starts with delivery.
The return of merchandise must be with an appropriate means of transport. For all cases covered under the warranty, the return fees are at our cost.
Normal wear and tear as well as defects due to improper use are not covered under the warranty. Neither are damages due to false information by the client (measures, designs, etc.)
If the defective consignment can be repaired at the client‘s premises, he will arrange bearing of costs and other modalities with us.
All other liabilities are excluded, expressively but not limited to the loss of profit due to unavailability of the product.
8. Legal Seat and Jurisdiction
Place of Jurisdiction for all litigations related to these conditions as well as to our contracts of sale are solely the courts of Brussels. The sales contracts and these general conditions of sale are governed by Belgian law.
The cancellation of one of the clauses of these general conditions of sale does not influence the validity of other clauses herein.

GENERAL RENTAL TERMS AND CONDITIONS OF SPANTECH INTERNATIONAL SA AND ITS SUBSIDIARIES

The Supplier refers to the company SPANTECH
INTERNATIONAL SA and its divisions and subsidiaries,
Spantech®, Quickspan®, and others.
The Client means all physical or moral persons renting
material to the Supplier, with or without the assembly or
installation service.
Span Tech® Products include all products, temporary
structures, and other objects that are owned by Spantech
International SA and rented to the Client.
The signatory Client of the purchase order declares to be
personally responsible for the execution of the present
contract and co-debtor of the amount written for, the extra
fees that are ordered, even if they are not the object of the
contract, and all expenses, damages, harm, injuries –
interest which could result from breach of contract of the
Client.
If there is more than one Client involved, thus a cocontracting
party, they are still considered the only
responsible towards their Supplier and this goes for all
resulting obligations from the contract, even if they declare
acting in the frame of a settlement, for a moral mentioned
person. The concluded agreement is only applicable under
Belgian law.
This material is rented as per these General Rental
Conditions at the price mentioned of the purchase order
and or contract (Price excluding of VAT or any other taxes
that may have been put in force between the date of the
contract and the excecution date)
These Rental Conditions prevail every agreement
except for special agreements which are accepted by
us in writing. All our rentals are subject to the following
conditions, which the Client explicitly declares to have
recognised.
This is a translation of the French General Rental
Conditions, although to the best of our knowledge the
translation is accurate, in case of conflicts between the
two versions, only the original French General Rental
Conditions are binding.

2. Responsibilities of the Supplier
The Supplier will hand over into the Client’s custody (except
in the case of force majeure), all materials and/or services
provided such as the assembly, dismantling, and installation
described in the attached contract.

3. Responsibilities of the Client
The Client is deemed to be self-assured. A copy of an
attestation of insurance can be at any moment claimed by
the Supplier and the Client must show it immediately. The
Client will be held responsible in any case of theft from the
moment he has responsibility of the rented material.
As for the Supplier, Spantech International SA is insured by
Generali en Responsabilité Civile (ARC – Third Party
Liability Insurance) and copy of this document can be
provided on simple request.
If the rented temporary structure is built up by the Supplier,
transfer of responsibility happens once material is set up.
If the temporary structure is rented Ex-works Braine Le
Chateau, transfer of responsibility happens once material
leave our warehouse. The Client will take necessary action
to prevent any damage or loss. Material should come back
in perfect condition (quality and number of pieces).
In both cases, once transfer of responsibility is done, Client
must be insured for the rented material and for the full
duration of the contract.

4. Assembly made by the Supplier
The assembly can be made before the use date mentioned
in the contract and, in case of bad weather, can be
postponed without further notice. The Supplier, although not
obliged, can accept to assemble the material in another site, and will not be held responsible for the delays that it may
take.
The signatory Client of the present contract must be present
on the construction site for the arrival of the equipment, in
order to indicate the exact location of the assembly. If the
signatory Client gives the instructions to a third person, and
this person makes an error, the Supplier will be entirely
relieved of the responsibility. If the Client can not be present
or represented, he implicitly approves all the instructions
given by any person on-site regardless this person has
been granted responsibility to do so or not. In these
circumstances, the assembly once started can not be
interrupted and the Client loses all rights to reconsider his
decision.
The Client is renowned knowing the anchoring system
in the ground and most particularly that some fastener
can reach two meters deep, he must therefore be
assured that the building site contains no cables or
pipes of any kind. In the contrary, he undertakes to
send within eight days before the putting up date and
by registered mail to the registered office, a detailed
map of the area. If this precaution has been left out, the
liability of the Client will be full in case of an accident
occurred to the Supplier’s staff, material or to a third
party. The Client will also organize all security and will
require authorizations to the competent authorities.

5. Assembly made by the Client
The Client will organize pick-up of the rented material from
the Supplier’s warehouse. Supplier will be provided clean
and in good condition material.
The Client will act in full knowledge of the present general
rental conditions and will ensure that the rented material is
set-up and use in an appropriate manner.
At the end of the rental period, material will be delivered
back by Client on the day and the time stipulated on the
contract. If material is not back as agreed at Supplier’s
warehouse, penalties as mentioned in the contract will
apply. The penalty will be calculated on the total value of the
rental increased by 50% on a pro-rata temporis basis and
with a minimum of 50.00 EUR.
If the rented material is not returned, then it will be invoiced
to the Client at its replacement value as per the detailed list
that is enclosed in the contract.
After 10 days without any news from the Client, the Supplier
can consider that the material is lost and therefore will
invoice the Client at material replacement value.

6. Limits to the Supplier's responsibility
If the assembly cannot take place on the foreseen site due
to a misjudgment of the Client, the total amount stipulated
on the contract is due.
The Supplier can not be held responsible for consequences
of the material not being ready for use due to:
-dangerous weather conditions interrupting the assembly
-if the assembled installation suffers any damage which
renders it useless
-if, during the period preceding the date of the present
agreement, the effects of a catastrophe prevent the
installation
-if an accident investigated by the police renders the
installation in due time impossible
-in cases of blockades of roads, strikes, civil wars, public
unrest or other cases of force majeure prevent the
assembly in the time due
-if there is a shortage in electricity for a prolonged period
making it impossible to use the material
- …
The Supplier will not be held responsible for the damage to
any of the products rented, for theft or for the damages
humidity might cause on sensitive objects and/or
equipments (there might be a possibility of condensation
due to soil humidity or heaters). This does not include any damages that might results from flaws, holes and/or tears
on the temporary structures.

7. Obligations for the Client
The Client has to obtain all permissions and agreements
with the local authorities of his district/commune for the
installation of the agreed material at the agreed location, the
layout of the exits, safety lightings and fire extinguisher that
are independent from Span Tech® Products. The Client has
to act with due diligence in protecting the rented material,
especially in case of strong winds and heavy rain falls.
When the assembly is done, the Client has to make sure
that all the ropes remain properly fixed, that anchors are not
moving and that ballast is sufficient. The Client must
regularly maintain the rented goods. The total or partial
destruction of the rented goods do not give the right to the
Client at any compensation or refund, the full rental price is
still due. Any irregularity with respect to this or any doubt
concerning the structure's stability must be notified by the
Client by fax. The Client must foresee equipment to clean
each day the rented goods if they are to be installed for
several days. It is imperative that the Client clean the tent
just before it is to be dismantled. If a bar or something
similar has been installed, all small pieces of glasses and
bottles shall be carefully cleaned up by the Client. If these
pieces are not removed, then the removal of the structure
can not take place.

8. Losses, damage, and non-restitution of material to
Supplier
Reparations and stolen/lost material will be invoiced to the
Client who can formulate his remarks within 8 days after the
reception of the bill.
The Client is responsible for any stolen rented goods that
would occur after he is handed over custody of the material.
In addition, if the material is not returned, its value will be
billed at its original price.

9. Protection of installed products
As soon as the rented material is installed and ready to use,
the Client takes over full responsibility, even if the handing
over is effected before the date stipulated in the contract.
The Client is deemed to know the following is prohibited:
-to write with whatever means on the material
-to proceed with installations before the temporary structure
has been assembled
-to put nails, pins, in the materials, to cut the electric cables,
the fabrics, floors, carpet, etc.
-to weigh down the wall cables with posters
-to modify the lighting installation supplied by the Supplier
-to put interior installations closer than 50 cm to the walls or
the roof of the tent
-to store in the rented temporary structure hazardous
material, explosive or inflammable goods. These must be
stored in an area that is inaccessible to the public and at
least 50 meters from the hired material. Protective material
should be installed at proximity of the storage, and must be
conform to official regulations.
In the case of tearing of the fabric caused by the Client, the
Span Tech® Product must be urgently removed to avoid the
aggravation of the damage, the Client is not entitled to any
indemnity, even if his event cannot take place. The rental
fees are fully due, and they are increased by the repair
charges or replacement of fabrics, as well as a
compensation for these fees. Only the Supplier is deemed
to understand the magnitude of the damages made and to
foresee their possible consequences.
The Client undertakes not to modify, replace or transform
the installed material by the Supplier even in case of force
majeure. In cases of loss or deterioration, the material must
be replaced at Client’s expenses by new material, without
price offer or formal notice. In order to proceed with the
removal, the rented material must be completely cleared of any installation and in perfect condition for immediate reuse.
In case of winds blowing more than 95 km/hour, the
Span Tech® structures must be evacuated. All damages
due to non-observance of these obligations are at the
Client’s expenses. The Client is deemed to be a reasoned
and rational individual capable of judging danger and thus
the necessity to dismantle Span Tech® structures at any
times if the circumstances (weather, etc) don't allow the
Client to use the temporary structure in total security.

10. Dismantling, Return of products to the Supplier
The Client must be present during dismantle. Together with
Supplier, the Client will do an inventory check of the material
and, if necessary, will write down a list with all the missing
elements or deterioration that have been noticed for further
invoicing to him. If the Client is absent, he waives all
defenses against any claim that may arise from the
inventory check and the invoice.

11. Case of no pick up of material
In case of non-usage or failure to pick-up, the Supplier
is entitled to the amounts stipulated herein. If for
whatever reason the Client cancels the installation of
the material at the date and location foreseen, it will be
held at his disposition during the whole rental period
agreed in the contract.
The Client is entitled during that time to have the
material handed over to him. He has to pay all amounts
as if he had used the material.

12. In case of damage, fire or other accidents
In case of the peril of damages or mishaps, the Client
has to inform the Supplier either by telephone or by any
other rapid means of communication.
In the case of accidents, collapse, fire our any
catastrophe, covered by the insurances or not, the
Client has to inform the Supplier urgently by telephone
or by fax. Within the 24 hours following the event, he
also has to send a report by recognised mail with
confirmation of receipt. After this period of time, After
this period, the insurance company of the Supplier’s
insurance company has the right to decline all
responsibility of the disaster.
In case of collapse, fire, or any other catastrophe, the
Client is bound to leave everything as it is and to wait
for the arrival of the Supplier or his experts. If the Client
wishes to have an expert’s report himself, he is free to
do so. It will however be confronted with the one
conducted by the experts of the Supplier. The Supplier
has the right to either prohibit use or evacuate the
temporary structure and their surroundings, or to
remove parts of the tent or the whole tent without any
change in the price, if the tent and its surroundings are
menaced by storm, heavy rains, natural hazards of the
terrain, etc.
All catastrophes covered by the insurances of the
Supplier are always directly paid to the Supplier.
Consequently, all amounts to be paid by the Client are
in no case reduced by this. In case of damage, the
Supplier is the only one to judge the measures to take,
such as but not limited to replacement of the whole or
parts of the material. These replacements do not have
any impact on the value of the goods as set out above.
Non-payment of the full amount or a part of the rental
fee results in exclusion of any responsibility,
irrespective of the circumstances of the damage.

13. Payments
A deposit of 30% is to be paid once the contract has been
signed. The outstanding amount (70%) of the contract and
any other charges that may apply will be payable by wire
transfer, certified check or cash when the Client picks up

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