Terms and Conditions

From: Martin Meijer Used Amusement Rides B.V.
Located at: Lage Brink 19, 7317BD in Apeldoorn, the Netherlands.
In these terms and conditions, UAR refers to Martin Meijer Used Amusement Rides B.V.

  1. Applicability of these terms and conditions
    • 1.1 These General Terms and Conditions shall apply to all offers and agreements to which UAR is a party, unless the parties have explicitly agreed otherwise in writing or if it appears otherwise that the parties have set aside these General Terms and Conditions in full or in part. Any purchase or other conditions of the purchaser are not applicable, unless these have been accepted by UAR explicitly and in writing.
    • 1.2 If one or more provisions of these general terms and conditions are partly or entirely null and void or are annulled, the other provisions of these general terms and conditions shall remain in force and the null/annulled provision(s) shall be replaced by a provision with the same purport as the original provision.
  2. Offers and quotations
    • 2.1 The offers and quotations made by UAR are free of obligations and valid for 14 days after date, unless otherwise stated. An agreement is only concluded when the purchaser has returned the quotation for approval and UAR has confirmed the order to the purchaser. An agreement is also concluded when UAR executes a quotation or offer returned by the purchaser. Nevertheless, UAR has the right to refuse an agreement with a potential purchaser for a valid reason for UAR.
    • 2.2 Unless explicitly stated otherwise, all offered and quoted goods are used goods and not new. Offers and quotations regarding used goods are made under the resolutive condition that these goods are still completely in UAR’s possession at the time of delivery. When the offered or quoted goods have been completely or partially destroyed or become incomplete at the time of delivery, sold and delivered to a third party, UAR is entitled to dissolve the agreement by means of a written statement addressed to the purchaser, without UAR being liable for compensation of any kind. When UAR dissolves the agreement it is obliged to repay to the purchaser that which the purchaser may have paid in advance after deduction of costs and/or damages incurred by UAR.
    • 2.3 Obvious mistakes or errors in the offer cannot bind UAR. Any specific data in the Offer are merely indicative and cannot be a ground for any compensation or dissolution of the Agreement (at a distance). More specifically, statements about year of construction and other details or goods supplied are made to the best of UAR’s knowledge, without UAR being able to guarantee their accuracy.
  3. Execution of the agreement
    • 3.1 The Customer shall ensure that all data, which UAR indicates are necessary or which the Customer should reasonably understand are necessary for the execution of the agreement, are provided to UAR in good time. If the data required for the execution of the agreement are not provided to UAR in time, UAR shall have the right to suspend the execution of the agreement.
    • 3.2 UAR shall not be liable for damages, of whatever nature, incurred because UAR has relied on incorrect and/or incomplete data provided by the Customer, unless such incorrectness or incompleteness was known to UAR.
    • 3.3 Buyer indemnifies UAR for any claims by third parties, which suffer damages in connection with the execution of the Agreement and which are imputable to Buyer.
    • 3.4 Buyer is not authorised to terminate all or part of the Agreement.
  4. Price and payment
    • 4.1 Unless otherwise indicated, the prices stated in an offer or quotation are in Euros and exclusive of turnover tax, transport costs as well as taxes and levies imposed by the government in respect of delivery and/or transport. During the period of validity of the offer, the prices of the products offered will not be increased, except in the case of changes in VAT rates.
    • 4.2 If the buyer is located outside the Netherlands and the agreement also includes the costs of transport and insurance, the insurance payments shall take the place of the purchased goods if the sold goods are completely or partially destroyed after delivery.
    • 4.3 Unless payment has been agreed in advance, a payment term of seven days after the invoice date shall apply. Payment shall take place at once without set-off or suspension for whatever reason, unless it has been legally established that the purchaser is entitled to set-off or suspension to the account number and details of UAR made known to it.
    • 4.4 Buyers located outside the Netherlands must always pay before delivery. UAR has the right to hold up deliveries as long as the amount due has not been paid, without any obligation to pay damages or compensation to the purchaser. When goods cannot be delivered because the purchaser does not meet its financial obligations UAR will store the goods at the expense and risk of the purchaser. The costs of storage shall be entirely for the account of the purchaser.
    • 4.5 If the purchaser remains in default of purchase or payment after a reminder and summons, UAR is entitled to dissolve the contract and to sell and/or lease and/or deliver the goods to a third party. The costs and/or loss of profit involved will be fully for the account of the purchaser. UAR is entitled to compensate these costs and/or loss of profit with all that it has in its possession from the purchaser, regardless of the destination of the amounts received.
    • 4.6 If the purchaser cannot meet its financial obligations, UAR is entitled to require security from the purchaser both before and after delivery. If the security demanded by UAR is not provided or not provided in time, UAR shall be entitled, at its own discretion, to suspend its obligations under the contract or to dissolve the contract. All damages and loss of profit for UAR resulting from this shall be fully for the account of the purchaser.
    • 4.7 If the purchaser does not protest against an invoice within thirty days after the invoice date, it shall be deemed to have been accepted by the purchaser.
    • 4.8 If the purchaser fails to fulfil its obligations despite reminders, UAR is entitled to suspend the fulfilment of its obligations, without suspending the obligations of the purchaser.
    • 4.9 If payment in instalments has been agreed between the parties, the purchaser shall provide UAR with a direct debit authorisation. If a direct debit is reversed or refused, the purchaser shall be immediately in default without further notice of default. In case of non-timely payment of instalments or reversal, the right to payment in instalments lapses and the purchaser shall immediately owe the (remaining) principal sum.
    • 4.10 If the customer fails to meet its payment obligation and has not fulfilled its obligation within the payment term as stated on the invoice, the customer shall be in default. From the date that the Customer is in default, UAR shall, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated according to the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012. If UAR has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. Judicial and execution costs incurred shall also be borne by the purchaser.
    • 4.11 In case of liquidation, bankruptcy, seizure or suspension of payment of the purchaser, UAR’s claims on the purchaser shall be immediately claimable. All goods supplied by UAR shall remain its property until they have been paid in full by the purchaser. Payments s
  1. Delivery
    • 5.1 Unless otherwise agreed, delivery shall take place ex works UAR. From the moment of (dis)delivery, the goods are at the full risk of the purchaser.
    • 5.2 The purchaser is obliged to accept the purchased goods at the moment they are delivered to him or at the moment they are made available to him in accordance with the agreement.
    • 5.3 If the buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the goods will be stored at the buyer’s expense and risk. In that case, the buyer shall owe all additional costs, including in any case storage costs. All this shall not affect the obligation to pay the agreed purchase price, possibly increased by interest and costs.
    • 5.4 If the purchaser resides outside the Netherlands, the goods shall be deemed to have been delivered from the moment the goods are delivered to the carrier. If the goods are delivered by UAR or an external carrier, UAR is, unless otherwise agreed in writing, entitled to charge any delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
    • 5.5 Deliveries will only be made if all invoices have been paid unless explicitly agreed otherwise. UAR reserves the right to refuse delivery if there is a well-founded fear of non-payment.
    • 5.6 UAR undertakes vis-à-vis the purchaser to package the goods to be delivered properly and to secure them in such a way that they will reach their destination in good condition during normal use. The acceptance of goods without remarks on the waybill or the receipt shall be proof that the packaging was in good condition at the time of delivery.
  2. Delivery time
    • 6.1 An agreed delivery time is not a deadline, unless expressly agreed otherwise. Longer delivery times shall apply for delivery outside the Netherlands. In case of late delivery, the purchaser shall declare UAR in default in writing. Only after a written notice of default UAR shall be in default. UAR shall not be in default when the non-delivery or late delivery is a consequence of circumstances beyond its risk, being force majeure situations. Not at UAR’s risk is the non-availability (or no longer availability) of the object of the agreement, irrespective of the reason for this.
  3. Partial deliveries
    • 7.1 UAR is authorised to deliver sold goods in parts, unless a partial delivery has no independent value. If the goods are delivered in parts, UAR is authorised to invoice each part separately.
  4. Installation
    • 8.1 If agreed, a delivered or rented machine shall be installed on location by UAR or a third party engaged by it, at the expense of the purchaser/lessee.
    • 8.2 UAR or third parties called in by UAR must have access to the location on the agreed dates and times, which location meets the applicable legal (safety) requirements and working conditions (whether or not in conformity with the CLA). Failing this, UAR is entitled to suspend the installation work as long as these requirements are not met, without being obliged to compensate any (delay) damage.
    • 8.3 The work location shall (if possible) have a suitable area where tools, machines, materials and more of UAR can be stored without damage or theft of these items. In the event of theft, loss or damage, the costs thereof shall be borne by the purchaser/lessee.
    • 8.4 Installation is limited to putting the machine into operation and adjusting it. The purchaser/lessee must ensure that the machine is set up in the desired place and that all auxiliary equipment including electricity etc. is present and mounted in the right places. UAR is not liable for the absence of necessary aids.
  5. Warranty
    • 9.1 Warranty on the sold/leased items is excluded.
  6. Defects; complaint periods
    • 10.1 The goods are sold or let on foot and in the state in which they are at the time the agreement was concluded. UAR does not guarantee that the sold or leased goods meet the quality desired by the purchaser. If the hirer or purchaser wishes more certainty in this respect, he shall have to investigate this at his own expense prior to entering into the agreement.
    • 10.2 Upon delivery, the customer/lessee shall examine whether the delivered goods comply with the agreement. Deviations or defects compared to the time the agreement was concluded must be reported to UAR within two days after delivery. After this period the right to claim these defects or deviations lapses.
    • 10.3 UAR only guarantees that the goods function in accordance with their purpose at the time of delivery.
    • 10.4 Buyers from both inside and outside the Netherlands shall accept the goods in the state in which they are at the time of delivery. Before delivery, the purchaser should himself examine (or have examined) whether the goods purchased function properly. Any defects discovered after delivery shall be entirely at the customer’s expense and risk.
  7. Limitation of liability
    • 11.1 If the performance of the agreement by UAR leads to liability of UAR towards purchaser, hirer or third parties, such liability shall be limited to the costs charged by UAR in connection with the agreement unless the damage is caused due to intent or gross negligence. UAR’s liability shall in any case be limited to the maximum amount of damages paid by the insurance company per event per year.
    • 11.2 UAR is not liable for consequential damage, indirect damage, loss of profit and/or losses suffered, missed savings and damage as a result of the use of the supplied/leased goods is excluded.
    • 11.3 UAR is not liable for and/or obliged to repair damage caused by the use of the delivered/leased goods. UAR shall provide strict maintenance and user instructions to be observed by the purchaser/lessee.
    • 11.4 All claims of purchaser on account of shortcomings on the part of UAR shall lapse if these have not been reported to UAR in writing, stating reasons, within one year after purchaser or within 14 days after lessee was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of purchaser/lessee shall in any case lapse one year after the termination of the agreement.
  1. Rental of goods
    • 12.1 If the customer rents goods, the following additional provisions apply.
    • 12.2 Unless expressly provided otherwise, the rented goods are used goods. When making the hired goods available, the hirer shall immediately inspect them for soundness and completeness. Complaints in this respect shall only be honoured if they are received by UAR within 24 hours of the goods being made available.
    • 12.3 Before commencement of the lease contract, the lessee shall owe a deposit equal to 10% of the value of the leased object, to be determined by UAR. The deposit shall be refunded at the end of the rental period and shall serve as security that the hired item is returned in sound condition. Under no circumstances may the deposit be used to pay for any rental period.
    • 12.4 The rental price shall be determined at the start of the rental agreement. If the lease is for a period longer than one calendar year, UAR is entitled to increase the rent after the expiry of each 12-month period by a percentage corresponding to the legal interest rate at the time the rent may be reviewed.
    • 12.5 The Tenant shall at all times use the Subjects with due diligence and shall be liable for inexpert use, loss and theft. The Tenant shall be obliged to take appropriate measures in good time to prevent damage to, in or by the Subjects as a result of frost, precipitation, storm, other weather conditions, short circuiting, fire, leakage, etc. The Tenant shall insure itself against the risks to the extent possible. In case of loss or theft, the insurance proceeds will replace the rented object and UAR is subrogated in the rights of the lessee towards the insurance company with respect to these damages.
    • 12.6 It is prohibited for the lessee to alter the appearance of the leased property in whole or in part or to add anything to it without prior written permission from UAR.
    • 12.7 Subletting is prohibited unless lessee has explicit written permission from UAR to sublet the leased property to third parties.
    • 12.8 If a calamity occurs with the leased property, or third parties have seized the leased property or otherwise claim encumbering rights or claims, the lessee is obliged to immediately inform UAR.
    • 12.9 Unless otherwise agreed, the daily maintenance of the leased property shall be entirely for the account of the lessee, unless the maintenance is necessary to maintain the leased property. In that case UAR shall be entitled to determine the manner of repair and if the costs of the repair are disproportionately high in relation to the value of the rented object in the opinion of UAR, UAR shall be entitled to take back the rented object without any obligation to provide a replacement machine. The rental agreement will then end at the moment the lessee has reported the defect to UAR. During the period that the lessee cannot use the leased machine due to a defect that is for the risk of UAR, the lessee shall not be entitled to compensation for damages but the obligation to pay the lease payments shall only lapse for that period.
    • 12.10 At the end of the rental period, the tenant shall return the goods in the same condition as they were delivered, unless the duration of the rental agreement has been such that the tenant cannot reasonably be required to return the rented property in the same condition, in which case the tenant shall return the rented property – all circumstances considered – in a reasonable condition. In the event of a difference of opinion about this, the parties shall designate between them – and failing mutual agreement, at the request of the most diligent party, by the chairman of the Chamber of Commerce requested by him – a binding advisor who shall pronounce a binding decision between the parties. The binding advisor shall also determine which of the parties must pay the advance payment and ultimately its full costs.
    • 12.11 The tenancy agreement shall terminate by operation of law on the agreed end date unless otherwise agreed.
    • 12.12 In the event of premature termination of the tenancy agreement, the tenant shall owe the landlord a penalty equal to 50% of the rent due over the remaining term. In case of liquidation, bankruptcy or suspension of payment, the rental agreement shall be considered terminated by operation of law and the leased object must be returned to UAR immediately, without prejudice to its claims by virtue of the rental agreement concluded.
    • 12.13 At the end of the rental agreement, the lessee must return the rented property clean to UAR’s workshop.
  2. Force majeure
    • 13.1 A shortcoming by UAR cannot be attributed to it if it is in a state of Force majeure is at least, but not limitatively, understood as: (i) force majeure of UAR’s suppliers, (ii) failure to properly fulfil obligations of suppliers prescribed or recommended to UAR by purchaser/lessee, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of internet, data network and telecommunication facilities (e.g. due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in the company of UAR and (xi) other situations which, in the opinion of UAR, are beyond its sphere of influence that temporarily or permanently prevent the fulfilment of its obligations.
    • 13.2 In case of force majeure, UAR shall have the right, within (3) three weeks after the occurrence of the force majeure situation, to either change the term of delivery or dissolve the agreement out of court without being obliged to compensate damages and/or loss of profit.
  3. Modification of conditions
    • 14.1 UAR is authorized to make changes to these conditions. These changes will come into effect at the announced time of entry into force. UAR will send the amended conditions to the other party. If no time of entry into force has been communicated, changes will take effect vis-à-vis the other party as soon as the other party has been notified of the change.
  4. Governing Law and Disputes
    • 15.1 All agreements between UAR and contracting parties are governed by Dutch law.
    • 15.2 Unless otherwise stated, all disputes must be brought before the competent court in the jurisdiction where UAR is established.
    • 15.3 The applicability of the Vienna Sales Convention is expressly excluded.

Apeldoorn, December 27, 2023

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