General Rental Terms and Conditions

1         Object of the Rental Terms and Conditions

These General Rental Terms and Conditions are applicable to the services described below (hereinafter referred to as the ‘Services‘) provided by HYDREKA SAS (hereinafter referred to as ‘HYDREKA‘), to all professionals and legal entities, (hereinafter referred to as the ‘Customer‘) under the conditions and according to the procedures described below. The Services provided by HYDREKA relate to the rental of measurement chains and accessories, as outlined in each rental quotation/contract, as well as installation, assistance and training services.

2         Ordering process

Acceptance of a quotation implies full and unreserved acceptance by the Customer of the General Rental Terms and Conditions which prevail over any clauses or stipulations to the contrary that may appear on the Customer’s order forms and/or all General Terms and Conditions of Purchase.

The signing of a quotation (including the General Rental Terms and Conditions) constitutes a commitment between HYDREKA and the Customer, under the conditions defined below.

In addition to the General Rental Terms and Conditions, HYDREKA and the Customer are free to enter into a contract. In case of conflict between the aforementioned contract and these General Rental Terms and Conditions, the Contract prevails.

HYDREKA is not bound by the quotations until they have been signed. HYDREKA reserves the right to refuse any Order Form without having to justify its decision.

Acceptance by the Customer of a quotation entails the conclusion of a contract, consisting of the quotation and the General Rental Terms and Conditions (‘the Contract‘).

The Services are carried out according to the rental period set out in the quotation. HYDREKA is bound by a simple obligation of means for the performance of the Services.

HYDREKA reserves the right to assign the Contract concluded with the Customer and/or to subcontract certain Services, which the Customer expressly accepts.

Order cancellation

Once a quotation has been accepted, it can only be modified or cancelled with the express written consent of HYDREKA and any expenses or inherent costs will be borne by the Customer.

If an order is cancelled after collection by the carrier or the Customer, within a maximum of 2 days, the contribution to the costs incurred as well as to operating losses will be 30% of the contract amount. For a cancellation occurring less than 5 working days before the planned collection date, this contribution will be 20% of the contract amount. Contribution is capped at €500 excluding VAT and excluding transport costs.

3         Collaboration duties of the Customer

Contact person. Any request from the Customer concerning the project is presumed to be made by a person having the power to do so. Failing that, the Customer shall designate one or more contact persons having sole capacity to represent it. The Customer shall inform HYDREKA of the identity and contact details exclusively by email within eight (8) days of signing the quotation.

The Customer must take the initiative to provide HYDREKA by all means with the names and means of communicating any new contact person during the execution of the Contract in the event of replacement of those initially designated.

Customer collaboration. The contact person is responsible for the equipment and records throughout the rental period, including any renewals. The Customer undertakes to follow best practice and common sense in the use and preservation of the rented equipment. It will also ensure that the personnel assigned to operate this equipment have the professional skills necessary for safe use.

Any modification made directly by the Customer without prior validation from HYDREKA, or any violation of the aforementioned obligations, releases HYDREKA from any contractual liability towards the Customer.

Transport of equipment outside mainland France. The Customer acknowledges that the rented equipment is fully owned by HYDREKA and undertakes not to transport this equipment outside the borders of Metropolitan France without the prior written consent of HYDREKA.

HYDREKA reserves the right to suspend the Service, automatically and without further formality, in the event that the Customer fails to fulfil one of its major obligations mentioned above. In the event that HYDREKA finds itself obliged to suspend the Service due to the Customer’s failure to perform the obligations stipulated in this Article, the Customer remains fully liable for the full payment of the Quotation to HYDREKA.

4         Shipping, receipt and return of equipment

4.1        Transport provided by HYDREKA

HYDREKA shall organise the transport of the equipment to the place of delivery defined by the Customer. Without specific indication from the Customer, the mode of transport is chosen by HYDREKA according to the deadlines required by the Customer and the availability of equipment. The start date of the provision of the equipment is the date of first presentation of the equipment to the Customer or the rental start date stipulated on the order, if this is later than the date of presentation of the equipment. HYDREKA does not have complete control over subcontracted transport and cannot be held responsible for a delay caused by a failure by the carrier responsible for the shipment.

Some equipment is considered hazardous under transport regulations and is likely to be subject to special packaging, documentation and processing conditions.

4.2        Transport provided by the Customer

In the event that the Customer wishes to define a mode of transport different from that recommended by HYDREKA or simply to take charge of the transport of the rented equipment, the effective date of provision of the equipment is recorded as one day after the date of collection of the equipment from the HYDREKA premises.

4.3        Receipt of the equipment by the Customer

The Customer is responsible for checking the good condition of the equipment delivered by the carrier. It undertakes to notify the carrier on the day of receipt and HYDREKA within 48 hours of any damage that may have been caused during transport. After this period, the equipment received will be considered functional and the quantities indicated on the delivery slip as actually received.

Reservations on the carrier’s delivery note
are not sufficient: they must be confirmed by registered letter to the carrier
within 3 days. The reservations must be precise and complete as to the nature
of the visible damage to the packaging and relate mainly to the condition of
the goods: number of missing parts, damage to the goods.

4.4        Returning equipment

The Customer will in all cases reuse the packaging provided by HYDREKA. It will take care to properly package the equipment entrusted to it in order to avoid any deterioration during transport. In particular, if the material arrived on a pallet, it will be advisable to keep the pallet for the return and to repack this material on the pallet.

For the safety of everyone involved in the handling and use of the rented equipment, the Customer must ensure that the equipment it returns is cleaned and free from any biological, chemical or ionizing pollution. The Customer is responsible on this point. Should this not be respected, HYDREKA reserves the right to charge a cleaning fee.

4.5        Incomplete return of equipment

If the equipment returned is incomplete, the Customer will be sent a list of the missing items by email. An extension will be established according to article 5.1. Any delay in returning equipment may be invoiced by HYDREKA as of right and without prior formality to the Customer within 10 working days. Accessories such as batteries, chargers, supports, cases, trunks, etc. will be invoiced at the current price in the event of a non-return.

4.6        Return of equipment using UPS

The Customer arranges the collection of the equipment on the date and at the address of its choice on the following site: https://hydreka.com.

The corresponding collection costs remain the responsibility of the Customer. The rental end date will be recorded on the date of effective removal of the equipment from the site by UPS.

4.7        Return of equipment using a carrier other than UPS

Hydreka will arrange, at the Customer’s request, the collection of the equipment using its usual transport services. The corresponding collection costs remain the responsibility of the Customer. For rental in France, the rental end date will be recorded on the date of effective removal of the equipment from the site by the carrier dispatched by HYDREKA. For international rental, transportation periods are integral part of the rent and the return conditions are based on the incoterm originally defined.

4.8        Return of equipment provided by the Customer

The Customer can take care of returning the
equipment using a mode of transport it deems best suited. The rental end date
will be recorded as one day before the equipment arrives at the HYDREKA
premises.

If the rented equipment is considered “hazardous”
within the meaning of IATA regulations, the Customer must have it packaged in
accordance with the standards in force. In the event of customs blocking of the
returned equipment, the Customer will take care of the customs clearance
formalities. If it is impossible for the Customer to return the equipment to
Hydreka noted no later than 30 days after the initially expected date of
receipt, the equipment will be invoiced to the Customer, minus a discount in order
to take into account its obsolescence.

5         Rental period

5.1        Extension of the rental period

The rental period is based on a non-divisible period of 7 days. Every week started is a full week due. The duration is fixed in the rental proposals and can be extended by request of the Customer, specifying the extension period and following the written consent of HYDREKA. HYDREKA reserves the right to request the return of the equipment at the end of the rental period indicated on the relevant order.

In the case of mismatched chains, the rental period of each chain will be calculated from the date of return of the last element in the chain, unless there has been a written agreement with the HYDREKA rental service.

The maximum rental period for equipment is 1 year, including extensions. Beyond this period, the equipment must be returned to Hydreka and a new contract is created if necessary.

5.2        Reduction of the rental period

The reduction of the rental period for any reason whatsoever will be subject to a price revision calculated in relation to the current rate and depending on the actual rental period.

HYDREKA will invoice a lump sum by way of compensation for the administrative costs generated equivalent to 5% of the invoice amount excluding tax with a minimum of €70. No credit note below €50 will be issued in this respect.

6         Calibration certificate

The equipment rented by HYDREKA is subject to either a calibration or an inspection respecting the manufacturer’s recommendations in terms of precision and duration. Concerning pressure and level sensors, HYDREKA has equipped itself with a pressure bench whose pressure metrological references are verified annually by a ‘COFRAC‘ certified body. For these devices, at each check, these certificates are backed up.

HYDREKA may provide the calibration certificates for these products by email or by post to the Customer within a maximum of 7 working days from the date of such request.

In the event that the Customer wants specific certificates before delivery, the order must specify this and will be subject to an additional invoicing of €15 per certificate.

7         Liability

The Customer undertakes to seek HYDREKA’s contractual liability only in the event of gross or intentional fault by HYDREKA. HYDREKA is liable to compensate only personal, direct, certain and foreseeable damage.

Thus, in any event, HYDREKA shall in no case be responsible for any indirect or immaterial damage whatsoever that may potentially be suffered by the Customer, and in particular for any financial or commercial damage, loss of profits, or loss of data, even if HYDREKA has been informed of the possibility of such loss or damage.

Whatever the cause, HYDREKA can in no way be held responsible for the financial, commercial or economic difficulties of the Customer, and in particular for the opening of collective proceedings against it and the consequences of opening said procedure.

If, the Customer considers that the Rental Service does not comply with the order, it must, within a period of fifteen (15) days from delivery, notify by registered letter with acknowledgment of receipt of the malfunction(s) that it attributes to HYDREKA, and provide any justification as to the reality of such malfunctions. In the absence of notification within the period mentioned, the Customer loses all right to seek redress from HYDREKA.

During the term of the Rental Service, the Customer is responsible for any technical or financial damage linked to the loss, destruction, damage or theft of the equipment installed.

In any event, in the event of gross negligence or wilful misconduct committed by HYDREKA, its total and overall liability will be limited to the foreseeable damage within a ceiling corresponding to the amount of the signed Contract.

8         Price and payment

Price. The price of each Service is indicated in the quotation accepted by the Customer. It is indicated to the exclusion of all costs, taxes and charges payable to tax, customs or other authorities.

Its payment is irrevocable for the duration of the Contract. Any services not provided for in the Contract and their remuneration may be subject to amendments; the agreement to these amendments can be given by any means by the Customer (including email). The currency of the account and the payment are indicated on the quotation. Unless otherwise indicated, the currency is the euro. In the event of payment by bill of exchange, the latter must be, within ten days of the invoice date, sent to HYDREKA signed, accepted and indicating the place of payment.

Any discount, reduction or deduction offered by HYDREKA in the quotation only applies to the Customer in accordance with the Order Form referred to in these General Rental Terms and Conditions. These General Rental Terms and Conditions do not authorise the Customer, a sister company, a subsidiary, a partner company, or an associate to benefit from said discounts, reductions or other markdowns.

Invoicing terms: The Services are invoiced to the Customer on a monthly basis in arrears. Unless expressly agreed otherwise, invoices issued by HYDREKA shall be paid within a maximum period of 30 days from the date of the invoice. Payment is made by bank transfer or direct debit, said transfers or direct debits being deemed to have been made on the date the funds are made available to the HYDREKA account. This invoicing method will be repeated for as many months as the equipment is not returned to HYDREKA’s premises.

Any contract is invoiceable by HYDREKA as of right and without prior formality to the customer within 5 working days after delivery, even in the absence of an order number.

Likewise, in the event of non-compliance of the ‘Order Form‘ issued by the Customer, the latter will have a period of 5 working days to regularise it from the date of shipment.

If the Customer keeps all or part of the equipment after the end of the initial contract, an invoice will be sent, and in the absence of a new order, the initial order number will be reported. This invoicing system will be repeated as long as the renter has HYDREKA rental equipment in their possession.

Consequences of late payment. In the event of late payment, the Customer will automatically owe interest for late payment, calculated on the basis of all pending sums, subject to an interest rate three times the statutory interest rate in force in France, from the due date until payment has been made in full. Compensation for delay begins to run the day after the invoice becomes due. Any delay or default in payment by the Customer for at least one monthly instalment will result in the expiration of the term and the immediate payment of the full Contract amount. Any amount pending is also increased by a lump sum of forty euros (€40) to cover recovery costs.

Any delay in payment entails the right, for HYDREKA, to request the return of the rented equipment.

Invoicing software support and data hosting site. HYDREKA reserves the right to issue a contract in the event of invalidity of the software used by the Customer or at the end of the validity of the license to use the software.

9         Insurance

Insurance covers the transport of materials to and from and accidental damage EXCLUDING THEFT AND VANDALISM during the rental period. Insurance is invoiced at the rate indicated on the quotation price, taking into account the amount of the rental.

Accidental damage insurance is only applicable on the double condition that:

–          The equipment is returned to the HYDREKA premises, and

–          The equipment is checked and validated by HYDREKA.

In the second case,

–          Either the equipment is recognised to have been accidentally damaged; in this case HYDREKA will bear the cost of repair

–          Or the damage to the equipment is recognised as not being accidental; in this case HYDREKA will establish a repair or repurchase offer taking into account the poor condition of the device. This offer will be subject to an order form for invoicing.

Each case will be carefully examined in order to best meet the Customer’s expectations.

Risks not covered by HYDREKA under this insurance are the responsibility of the Customer.

HYDREKA reserves the right to ask the Customer to produce the documents justifying the coverage of the equipment rented at replacement value.

Malfunction of the rented equipment. In the event of a breakdown of the rented equipment, HYDREKA will replace it as soon as possible and within the limits of available stocks. The resulting costs from the replacement remain the responsibility of HYDREKA. HYDREKA’s liability towards the customer shall in all cases be limited to replacement or if replacement proves impossible, to reimbursement of the amounts received for the rental of the defective equipment. HYDREKA declines all responsibilities other than those described above with regard to the consequences of equipment malfunction. It is the Customer’s responsibility to report any malfunction to HYDREKA within 5 days and then return the defective material within one week. Otherwise, the equipment will be considered operational and will be invoiced at the rate of the relevant order.

All complaints must be reported within 5 working days to the following email address, reclamation@hydreka.fr..

10    Force majeure – special circumstances

HYDREKA cannot be considered liable if the non-compliance or delay in the execution of one of its obligations described in these general conditions of sale arises from an event of force majeure. In that respect, force majeure refers to any unforeseeable or unstoppable external event within the meaning of Article 1148 of the French Civil Code.

In the event of an unforeseen event preventing the normal performance of HYDREKA’s Services, even if the circumstances do not constitute a case of force majeure, HYDREKA reserves the right to suspend the performance of its Services for the entire duration of said circumstances, and undertakes to inform the Customer thereof.

11    Confidentiality – Advertising – Personal data (GDRP)

The parties undertake to keep all information or data that may be exchanged in the context of the execution of the Contract confidential.

Notwithstanding the aforementioned, unless the Customer expressly prohibits, HYDREKA is authorised without restriction to mention the Customer’s name and their logo as part of its commercial promotion and in particular on its website.

Access to the Customer’s personal data is strictly limited to HYDREKA employees and, where applicable, to HYDREKA subcontractors. The subcontractors in question are subject to an obligation of confidentiality and may only use the Customer’s data in accordance with HYDREKA’s contractual provisions and the applicable legislation. Aside from the cases laid out above, HYDREKA undertakes not to sell, rent, assign or grant access to third parties to the Customer’s Data without its prior consent, unless they are obliged to do so for a legitimate reason (legal obligations, combating fraud or abuse, exercising the rights of the defence, etc.).

In accordance with the ‘Data Protection Act‘ of 6 January 1978 as amended and the European Regulation No. 2016/679/EU of 27 April 2016, the Customer has a right of access, rectification, portability and deletion of their personal data or limitation of the processing. The Customer may also, where there are legitimate reasons, raise an objection to processing of data which pertains to it.

12    Anti-corruption measures

HYDREKA is an ethical company which attaches particular importance to the fight against fraud and corruption and which would like any person or company related to our company to adhere to the same principles and scrupulously respect the regulations in force, and in particular the 2016 Law ‘on transparency, the fight against corruption and the modernisation of economic life‘ as well as the ‘UK Anti Bribery Act‘.

13    Governing Law – Jurisdiction

These Terms are governed by French law.

The Commercial Court of Lyon has express and exclusive jurisdiction for any type of dispute relating to the creation or execution of the Purchase Order or, more generally, to the application or interpretation of these Terms and Conditions. This attribution of jurisdiction is valid even in the context of summary proceedings, third-party complaint or provisional proceedings, in the context of proceedings against a third surety or an additional defendant.