General Terms and Conditions
1. INTRODUCTORY PROVISIONS
1.1. The company STATECH s.r.o., Registration Number 274 02 975, with registered office at Počapelská 346, 277 01 Dolní Beřkovice, registered in the Commercial Register administered by the Municipal Court in Prague, Section C, Inlet 111021 (hereinafter only referred to as STATECH), issues, in compliance with the provisions of Section 1751 of the Act No. 89/2012 Coll., Civil Code, as amended, these General Business Terms and Conditions for lease of equipment (hereinafter only referred to as GBT&C).
1.2. Legal relationships between STATECH and legal entities or physical persons (hereinafter only referred to as the Lessees) concerning the lease of the equipment shall be governed with the Contract and with these GBT&C.
1.3. These GBT&C shall become a part of each Contract and shall determine a part of the content thereof unless established otherwise by the Contract. A differing modification in the Contract shall prevail over the wording of these GBT&C.
2.1. In addition to the terms defined in other parts of these GBT&C, the definitions and other provisions of this Article 2 shall apply to the whole GBT&C:
Civil Code shall mean the Act No. 89/2012 Coll., Civil Code, as amended;
Equipment shall mean equipment, which is the subject of the Contract and the specification of which is realized by each individual Contract;
Contract shall mean the Contract on Lease of Equipment concluded by and between STATECH and the Lessee according to Article 3 of these GBT&C; and
Party shall mean a contracting party of the Contract.
2.2. The headings in these GBT&C shall only serve to facilitate the orientation and shall have no impact on the interpretations of the provisions of these GBT&C.
3. CONCLUSION OF THE CONTRACT
3.1. On the basis of the purchase order of the Lessee, STATECH shall send a confirmation of the purchase order to the Lessee being a proposal for the conclusion of the Contract, which shall include especially the specification of the Equipment, period of lease, amount of rent and other payments (transport, handling), place of the take-over / dispatching and reference to these GBT&C.
3.2. If the Lessee, in response to the proposal according to Article 3.1, does not send its own different proposal for the conclusion of the Contract to STATECH, it shall be understood that the proposal of STATECH has been accepted at the latest by the take-over of the Equipment. The content of the proposal of STATECH shall become a part of the Contract. For the purposes of this Paragraph, a different proposal shall be considered any proposal including any additions to or deviations from the original proposal of STATECH even though it would not modify the conditions thereof considerably. The provision of Section 1740, Paragraph 3, Sentence one of the Civil Code shall not be applied.
4. RENT AND PAYMENT CONDITIONS
4.1. The Lessee shall be obliged to pay the rent at the amount according to the Contract. The transport and handling shall be billed to the Lessee separately and the days of the transport shall be counted as days of the lease. The transport and handling shall be, with respect to VAT, considered extra expenses to the provided rent.
4.2. The rent shall be calculated without consumed fuel. Unless the Lessee topples the fuel to the original level as of the end of the lease, the calculation of the rent shall be adapted as follows: the total amount of the rent shall also include the amount, which shall be established as the product of the difference between the original amount and the final amount of fuel and its price and the price of 1 litre of fuels shall be calculated on the basis of the prices valid in the market as of the day of the calculation with the surcharge of 5,- CZK/l for handling.
4.3. Unless the termination of the operation of the Equipment is reported by 15:00 o'clock of the previous working day, the following day (day of return of the equipment) shall be billed as a day of the lease.
4.4. Invoices (tax documents) shall be sent to the address of the Lessee. In case of a lease lasting up to 30 days, the invoice shall be only issued after the termination of the lease. In case of the lease lasting over 30 days, the invoices shall be always issued after 30 days of the lease and after the end of the lease. Maturity of the invoices shall be 14 days from the issue thereof, unless agreed otherwise between STATECH and the Lessee.
4.5. All amounts, which shall be paid by the Lessee according to GBT&C or the Contract and which represent remuneration for any performance for the purposes of VAT, shall be expressed without VAT. The Lessee shall be also obliged to pay (together with the payment of the remuneration for such performance) the amount corresponding to the lawful amount of VAT to STATECH.
4.6. For the purposes of VAT, the Parties shall consider the lease of the Equipment to be provided on on-going basis subjected to the fact that lease of the Equipment related to each period, for which invoices are issued according to Article 4.4. of these GBT&C (Billing period), shall be considered a partial performance of the lease Equipment. Each partial performance shall be considered realized as of the last day of the applicable Billing period.
4.7. Without prejudice to Paragraph 4.4, STATECH shall be authorized to request the payment before handing the Equipment over to the Lessee on the basis of an issued pro- forma invoice.
4.8. In case of a delay with the payment of the invoice, STATECH and the Lessee agree on the contracting punitive interest at the amount of 0.05% of the outstanding amount for each day of the delay.
4.9. Should the Lessee be in delay with the payment of the invoice, the Lessee undertakes to pay a contracting fine to STATECH at the amount of 0.1% of the outstanding amount for each day of the delay.
4.10. The Lessee shall not be authorized to set-off its claim against a claim of STATECH by means of a one-sided act. An agreement about the set-off of mutual claims of the Parties requires a written form. The provision of this Paragraph shall have no impact on the right of STATECH to set-off the claims of STATECH against the claims of the Lessee by means of a one-sided act.
5. CREATION, MODIFICATION AND TERMINATION OF LEASE
5.1 The lease relationship shall be established as of the day according to the Contract; otherwise as of the day when the Lessee takes over the Equipment.
5.2. STATECH and the Lessee or, as the case may be, the persons authorized by them, shall confirm the conditions, accessories to the Equipment and time data about the take-over and return by the signature of the Equipment hand-over report.
5.3. Any possible prolongation or shortening of the lease of the Equipment shall be announced to STATECH at least two days before the day when the lease is supposed to end or, as the case may be, when its end is proposed.
5.4. Cancellation of the purchase order may be only realized by 16:00 o'clock of the working day that precedes the day of the lease and it shall be made in writing (e.g. by fax or e- mail).
5.5. The Lessee shall be obliged to return the Equipment in the term and in the place according to the Contract.
5.6. Bringing / removing the Equipment shall be realized only to the place / from the place that is accessible for the transport vehicle. The Lessee itself shall be obliged to bring / move the Equipment to the place / from the place of the use thereof. In case that during the delivery of the Equipment there is idle time in the place of the use during the transport or unloading due to reasons on the side of the Lessee, they shall be billed extra to the Lessee at a flat rate of 250,- CZK per quarter-hour. The same shall apply if there is idle time during the transport or loading when picking up the Equipment, especially due to the failure to deliver the Equipment by the Lessee to the place of the loading, discharged batteries or empty fuel tank.
5.7. The lease shall be ended by handing the Equipment back to STATECH.
5.8. The time of the lease shall not include the time when the Equipment is not capable of operation due to a technical failure. It shall not apply if the defect was caused by incorrect maintenance, operation by workers of the Lessee or due to other reasons on the side of the Lessee. In case of a defect according to the previous sentence, the Lessee shall not have any right to a discount from the rent or to the cancellation of the Contract.
6. OBLIGATIONS OF THE PARTIES
6.1. STATECH shall be obliged to hand the Equipment over to the Lessee in due technical conditions, in the term and in the place according to the Contract.
6.2. During the lease of Equipment without the operation staff, the Lessee shall be obliged to ensure that the Equipment is used in compliance with the operation manual and the applicable standard ČSN 275004 (EN280). The Lessee undertakes to ensure the operation of the Equipment by qualified workers, who have a written authorization
(certificate of the operator), who comply with the safety instructions established for its operation and who are trained for work on the Equipment.
6.3. It is only permitted to use the Equipment for the purpose, for which it is intended. It is forbidden to use it especially for lifting burdens or for pulling wiring. The Lessee shall be obliged to enable a person authorized by STATECH to have access to the Equipment at any time for the purpose of inspection if the Equipment is used in compliance with the Contract and with these GBT&C.
6.4. The Lessee shall be obliged to comply with the instructions identified on the Equipment and in the operation manual, especially it shall be obliged to recharge the electrically powered Equipment regularly, at least 1 full shift per day, to check and topple distilled water in the accumulators daily (with respect to the diesel equipment in the starting accumulators), topple diesel oil (use of bio-diesel oil is forbidden), check and monitor possible leakage of operation fuels (especially hydraulic oil) and check tightening of screws of wheels and the function of all safety items daily. The information about operation, inspection and maintenance shall be recorded by the Lessee to the Journal of lifting equipment.
6.5. Possible special permits as well as permissions of closures of roads and occupation of public areas, which are required for the use of the Equipment, shall be ensured by the Lessee at its own costs.
6.6. The Lessee shall not be authorized, without a prior written permission of STATECH, to sublet the Equipment to any third party.
6.7. The Lessee shall be obliged to maintain the Equipment in the working order, especially to protect it against contamination, damage, excessive wear, alienation or destruction. As of the moment of signature of the hand-over report by the Lessee or by a person authorized by it, the liability for operation of the Equipment shall be transferred on the Lessee. In case of contamination, the Equipment shall be cleaned at the costs of the Lessee.
6.8. The Lessee shall be obliged to inform STATECH without delay about defects and necessity to perform repairs in excess of common maintenance of the Equipment and in such a case, it shall refrain from further using of the Equipment and without consent of STATECH also from performing any repairs of the Equipment. STATECH shall be obliged to ensure the restoration of the Equipment to the working order without undue delay. All costs related to the repair shall be paid by the Lessee, with the exception of the cases when the defect was not demonstrably caused by reasons on the side of the Lessee. In case of doubts if the defect was caused by reasons on the side of the Lessee, the opinion of STATECH shall be crucial.
6.9. In case of realization of gross works, the Lessee shall be obliged to cover and protect the Equipment adequately. This shall apply especially in case of painting, welding or cleaning works with the use of acids. The Lessee understands that contamination with paint, concrete or similar materials is not covered by insurance. The works, during which sandblasting or grit blasting is performed, are forbidden. In case of a violation of the obligations according to this Paragraph, the Lessee shall be obliged to pay the costs for cleaning the Equipment in full. In case of a damage of the controller of the Equipment, the Lessee shall be obliged to pay the repair of the controller and in case of its loss it shall be obliged to pay for a new controller.
The Lessee shall be obliged to store the controller in a safe place outside of the working hours of the machine. Alienation of the controller shall be reported by the Lessee to
STATECH and to the Police of the Czech Republic. In case of alienation of or damage to the controller, the Lessee shall be obliged to pay the whole damage to STATECH, which is incurred by STATECH with respect thereto.
6.10. The Lessee shall be liable for damages caused by unsuitability of the terrain, insufficient load-bearing capacity of the sub-soil and use of the Equipment in violation of the technical parameters identified on the labels of the Equipment and in the enclosed operation manual.
6.11. If the Lessee itself transports the Equipment, it shall be obliged to inform the Police and STATECH immediately in case of a traffic accident. The Lessee shall be liable for all damages to the Equipment resulting from such traffic accident.
6.12. The Lessee shall be liable for all damages caused by the Equipment and damages caused on the Equipment as a result of unprofessional conduct of the operators or due to any other reasons on the side of the Lessee. The Lessee shall be also liable for a loss or alienation of the Equipment (and parts thereof) and it shall be obliged to report it to STATECH and the Police of the Czech Republic without delay. In case of doubts if the damage was caused by unprofessional conduct of the operators or any other reasons on the side of the Lessee, the opinion of STATECH shall be crucial.
6.13. The Lessee shall be also liable for damages caused on the Equipment as a result of actions of third parties or as a result of events not dependent on the will of the Lessee and it shall be obliged to compensate such loss to STATECH in full. It shall be without prejudice to the right of the Lessee to enforce its claims for the compensation of damages against third parties.
6.14. If STATECH violates its obligations according to the Contract, GBT&C or the applicable legal regulation and in causal relationship with such violation, damage is incurred by the Lessee, the Lessee shall have the right to the compensation of such damage from STATECH only to the amount of the value of the performance of the Lessee according to the Contract.
6.15. STATECH shall be authorized to bill the costs for repair of the damage on the Equipment (with the exception of a repair of the damage, for which the Lessee is not liable according to the Contract) to the Lessee with an invoice issued after the realization of the repair, with maturity of 14 days from the issue thereof. The Lessee undertakes to pay the amount according to such invoice to STATECH within the maturity period.
7. TERMINATION OF CONTRACT
7.1. STATECH may withdraw from the Contract with effect from the delivery of the notice of withdrawal to the Lessee if:
a) The Lessee materially violates any of its obligations according to these GBT&C or the Contract, especially if it is in delay with the payment of the rent for at least 5 days;
b) The Lessee gets into bankruptcy pursuant to the Act No. 182/2006 Coll., Insolvency Act, as amended, and/or a proposal for the commencement of the insolvency proceeding against the Lessee is submitted; or
c) The Lessee enters liquidation.
7.2. The Lessee shall be obliged to relinquish the Equipment without delay after the Contract has been terminated or, as the case may be, in another date and time, which are identified by STATECH. For the period from the moment of the termination of the Contract to the time of return of the Equipment to STATECH, the Lessee may not use the Equipment, it is expressly obliged to duly care for and administer the Equipment on behalf of STATECH and it shall be obliged to prevent from everything that would hinder timely handover of the Equipment back to STATECH. The provision of Paragraph 5.6 of these GBT&C shall apply similarly. In case of a violation of the obligation established by this Article 7.2, the Lessee shall be obliged to pay a contracting fine to STATECH at the amount of a two-fold of the daily rate of the rent for the Equipment.
8. COMPETENCE OF COURT AND GOVERNING LAW
8.1. The territorially competent court of the first grade for the resolution of the disputes arisen from the Contract or in connection therewith (including the issues of validity or interpretation thereof) is the District Court for Prague 7 (in the matters belonging to the factual competence of a district court) or the regional Court in Prague ((in the matters belonging to the factual competence of a regional court).
8.2. The Contract shall be governed by the Czech law.
9. FINAL PROVISIONS
9.1. The rights and obligations of the Parties not expressly governed by the Contract or by these GBT&C shall be governed by the applicable provisions of the CivilCode.
9.2. These GBT&C shall include the Annex No. 1 (hereinafter only referred to as Annex). The provisions of the Annex shall be applied, however, only in case if a provision of a surcharge is agreed in the Contract for the reduction of the compensation of damages by the Lessee.
9.3. The limitation period with respect to the rights arisen on the basis of the Contract shall be governed by the applicable provisions of the Civil Code. Any prolongation or shortening of the limitation periods shall be made in writing.
9.4. These GBT&C shall become effective on 1. 1. 2014.
No. 1 - Surcharge for reduction of compensation of damages In Dolní Beřkovice, Date: 1.1.2014
Annex No. 1
to the general terms and conditions for the lease of equipment of STATECH s.r.o.
Surcharge for reducing damage compensation “STATECH SECURITY”
1. INTRODUCTORY PROVISIONS
1.1. This Annex No. 1 to the GTC (Annex) governs the rights and obligations of STATECH and the Leaseholder in relation to liability for damage to the Equipment in situations to which a Surcharge applies (defined below).
1.2. Under the terms specified in the GTC and in this Annex the provisions of this Annex have precedence over the provisions of the GTC concerning damage liability and damage compensation (particularly the relevant provisions of Article 6 of the GTC). However, conditions that differ in the Contract have precedence over the wording of this Annex.
2.1. Besides the terms defined in the GTC or in other places in this Annex, the definitions and other provisions of Art. 2 apply to the Annex as a whole:
List Price means the price for the lease of each individual item of Equipment according to the STATECH price lists [which is always specified in the draft Contract] (to prevent any doubt, it is stated that any discounts provided to the Leaseholder have no impact on the List Prices);
Surcharge means the payment for reducing damage compensation, amounting to 5% of the gross List Price.
3. NEGOTIATION AND APPLICABILITY OF ANNEX, PAYMENT OF SURCHARGE
3.1. If, while negotiating the Contract pursuant to Article 3 of the GTC, the Leaseholder and STATECH agree that besides the lease fee and other payments pursuant to Article 4 of the GTC the Leaseholder will also pay STATECH a Surcharge, liability relations between and the Leaseholder relating to damage caused to the Equipment will be governed by the provisions of this Annex. This Annex relates only to damage to the Equipment caused after the Equipment has been handed over to the Leaseholder in accordance with the Contract. If the application of this Annex pursuant to Article 9.2 of the GTC is agreed upon after the Equipment has been handed over (e.g. in the form of an amendment to the Contract), the provisions of this Annex relate only to damage caused after the application of this Annex has becomeeffective.
3.2. The Surcharge will be billed to the Leaseholder as a separate item on the invoices issued pursuant to Article 4 of the GTC. The payment of the Surcharge is governed by the relevant provisions of Article 4 of the GTC in a similar manner.
3.3. The provisions of this Annex do not apply to damage caused after the Leaseholder becomes in arrears with any payment due under this contract (including the Surcharge).
4. DAMAGE COMPENSATION
4.1. Damage compensation within the scope of this Annex applies in cases of damage to the Equipment caused during the lease period as the result of any of the events specified in Article
5. This only concerns damage to the Equipment, and not any subsequentdamage.
4.2. For the purposes of this Annex damage does not include damage to parts of the Equipment subject to rapid wear and tear and replaced on a regular basis (e.g. tyres, pipes, shafts, chains, cables, machine parts for rolling and linear motion, etc.), provided that those parts were not damaged/destroyed at the same time as other parts of the Equipment as the result of a random event further specified in Article 5.
4.3. If damage is caused to the Equipment up to the value of 15,000 CZK (excluding VAT) inclusive, the Leaseholder will be obliged to compensate STATECH for such damage in full.
4.4. If damage is caused to the Equipment in excess of the value of 15,000 CZK, the Leaseholder will be obliged to compensate STATECH for only 5% of that damage, although at least 15,000 CZK. The provisions of Para 4.5 are not affected.
4.5. In the case of total damage to the Equipment and if the Equipment is so badly damaged that it cannot objectively be repaired to enable it to be used for its original purpose, in the case of Equipment up to 3 years old inclusive, instead of damage compensation under Art. 4.3 and 4.4, the Leaseholder will be obliged to pay STATECH a sum amounting to 25% of the value of new Equipment, although at least 80,000 CZK and in the case of older Equipment a sum amounting to 15% of the value of new Equipment, although at least 80,000 CZK.
4.6. If there is any dispute concerning actual damage, the opinion of STATECH will be considered decisive.
5. SCOPE OF APPLICATION OF ANNEX
The provisions of this Annex apply in cases of damage caused to the Equipment as a consequence of the events listed below and which is not further limited:
- Fire, explosion, direct lightning strike and extinguishing or demolition as a result of such;
- Floods, crashing aircraft or cargo, gales (gale meaning the action of air moving at a speed exceeding 20.8 m/s), hail, landslides, avalanches, the collapse of
buildings or parts of buildings, the collapse of construction site cells, demolition, expansion of ice or snow, the weight of snow or frosts, earthquakes, tropical cyclones and volcano eruptions, falling trees or other objects, impact (direct acting force of another object);
- Theft of the entire Equipment in cases where the Equipment was properly secured against theft in the operator’s absence using available security devices on the Equipment and the control panels were not in the vicinity of the Equipment and were secured under lock and key in another location;
- Theft in cases where the Equipment was stolen by a perpetrator using brute force on the Equipment operator;
- Traffic accident when transporting the Equipment.
6. RESTRICTIONS ON APPLICATION OF ANNEX
The provisions of this Annex do not apply in cases of damage caused to the Equipment regardless of interacting causes as a result of such events or facts:
- Deliberate action on the part of the Leaseholder;
- Improper operation or maintenance of the Equipment;
- Long-term effects of chemical, mechanical, electrical, electromagnetic influences, oxidation during use of the subject of lease, scratches or other aesthetic damage to the finish, damage by paint, spraying, the action of chemicals;
- Use of the Equipment in violation of the regulations and manufacturer’s instructions, technical rules, standards and breach of the Leaseholder’s obligations stipulated by the Contract and the law;
- If when transporting the Equipment the driver fails to drive in a manner suitable to the weather or traffic situation;
- Theft or robbery in cases not covered by the provisions of Art. 5, and always in cases where the Leaseholder fails to comply with the duty to report the fact to the Police of the Czech Republic;
- Embezzlement, fraud, concealment and unauthorised use of the Equipment by a third party;
- Sewage backflow from the sewerage system;
- Subsequent damage of any kind;
- If the Leaseholder fails to comply with or breaches any obligation relating to reporting damage under the provisions of Art. 7 of this Annex.
In order to prevent any doubt, it is stated that in the cases listed above in Article 6 the Leaseholder is fully liable for damage in accordance with the GTC.
7. REPORTING DAMAGE TO THE EQUIPMENT
If any damage is caused to the Equipment the Leaseholder is obliged to take photographs to document the damage as soon as it has been caused or detected, to immediately report the damage to STATECH, and send the completed damage notification form to STATECH no later than within 48 hours.
8. OTHER PROVISIONS
The Lessor is entitled to amend this Annex. Annexes concluded prior to this remain valid. The updated wording of this Annex will be specified by the Lessor no later than within 20 calendar days before changes before effective by publishing a notification on www.statech.cz. The Leaseholder is entitled to express opposition to such a change by issuing a written statement to STATECH no later than within 20 calendar days of the publication of the change, in which case the Leaseholder is not bound by the change.