Definitions :

Touax will be referred to indifferently as COMPANY or Lessor or Vendor.

Its co-contractor will be named indifferently as CUSTOMER or Buyer.

Modular construction and its accessories will be named using the term asset(s) or equipment(s).

EQUIPMENT in this contract applies to any mobile construction (referring to a one-piece assembly) or a modular building (referring to an assembly of mobile constructions) provided with equipment and furnishings existing on delivery or added in the course of the contract.

General conditions of sale or CDV are also the general conditions of rental.

PRELIMINARY CONSIDERATIONS

Application of general conditions of sale - Opposition to general conditions of sale.

These general conditions of sale (CGV) are sent out systematically or handed over to each CUSTOMER enabling him to place an order.

Thus, placing an order implies full and unreserved adherence of the Customer to these CGVs and to the attached specific conditions to the exclusion of any other documents such as prospectuses, catalogues issued by the vendors and that only have an informatory value. Unless formally agreed to and written by the vendor, no particular condition will prevail regarding these CGVs. Any contrary condition required by the CUSTOMER will therefore, without specific acceptance, not be acceptable as being held against the vendor, whatever the time it is brought to its knowledge.

The CGVs shall not apply in the event of there being an administrative specification or a public order.

The fact that the COMPANY at any given moment does not prevail on any one of the conditions in these CGVs cannot be interpreted as renunciation to prevail at a later time of any one of said conditions.

Orders

Orders are only considered final when they have been confirmed in writing and signed by both parties.

The benefits of the order are personal to the CUSTOMER and may not be qssigned without the agreement of the COMPANY.

I - SETTING UP - ACCESS -REMOVAL

A – Administrative authorizations:

The CUSTOMER is responsible for taking all necessary and administrative authorizations (including possibly the building permit) required for setting up and using the Asset as defined in the specific conditions.. The COMPANY therefore refuses any liability concerning the delay and/or absence or refusal of such authorizations.

B - Transport and Access to the delivery site

1. transport :

The price of transport, delivery and collection have been established on the basis of the following requirements

- access for a truck with a 40T GKZ (gross kerb weight)

- passage under a porch at least 4.20 m high,

- width of entrances and traffic lanes at least 3 m unless stipulated otherwise in the special conditions.

- absence of fencing,

- no obstructing vehicle,

- ground bearing capability sufficient to allow the movement of the vehicle and its manoeuvring.

Otherwise, the CUSTOMER will handle crane lifting if necessary with the treatment and protection of the ground and its repair after delivery or collection.

Wide gauge transport of the EQUIPMENT by special convoy (more than 2.55m wide) administrative, time and traffic requirements, will be at the expense of the CUSTOMER and will be provided for him in detail.

Return transport will be invoiced at the current rates on restoration of the equipment. Any unforeseen partial or staggered restoration will result in a price increase.

2. The delivery site will enable the COMPANY to proceed according to professional practice rules in the delivery of the asset and accordingly will allow loading, unloading and removal operations without any additional transport operations, crane operation or handling. Unless any specific difficulties indicated previously, any additional charges or costs generated by the fact that the site is inaccessible (delay, additional handling, impossible delivery) will be invoiced to the CUSTOMER.

D – Layout – Delivery - Collection/Networks

1. Layout:

Preparation of the site: the EQUIPMENT receiving site must be clean and ready to receive the EQUIPMENT. Unless stipulated otherwise the CUSTOMER is responsible for arranging the site before any delivery is made. The site will be delivered free of any obstacle and waters shall be drained off; that the minimum bearing capacity of the site shall be 1.5 bar and its flatness shall be + or - 1 cm/metre.

The EQUIPMENT is mobile and the CUSTOMER will therefore refrain from attaching by any means the EQUIPMENT unless specifically recommended to do so by the company. Otherwise, the COMPANY reserves the right to request the returning of the EQUIPMENT to a mobile condition by court order.

With the acceptance of the CUSTOMER, the EQUIPMENT will be installed according to the directives and instructions of the COMPANY.

2. Delivery and collection:

Delivery and collection will be carried out on the dates and at the times provided for in the presence of all the CUSTOMERS so that delivery is on an adversarial basis. If the CUSTOMER is absent, the EQUIPMENT will not be delivered or collected and the related expenses (transport, travelling, etc) will be invoiced to the CUSTOMER. OR if chosen by the COMPANY in the absence of the CUSTOMER the delivery will be considered to be compliant and the GROUP and will be considered to be in a good state of maintenance and provided with the accessories required for its operation.

3. Networks:

The Customer will be required to carry out under its own responsibility all connections such as supply and drainage of water, electricity and other connections, arrangements or specific equipment needed for the use of the EQUIPMENT. The Customer therefore agrees to comply with and have others comply with the applicable hygiene and safety standards in effect at the time of installation and ensure throughout the duration of rental compliance with the terms of respect.

These connections and installations will be checked periodically under compulsory conditions and these checks will be at the expense of the Customer.

4. Change of layout

The CUSTOMER cannot alone without express and written authorisation of the COMPANY modify the layout or change the installation site.

II – SERVICING – USE – REPAIR - SAFETY

A - Use

1. destination of EQUIPMENT:

The CUSTOMER shall inform the COMPANY of the conditions of use of the EQUIPMENT. If use is not compliant with the recommendations of the COMPANY regarding Normal use, then this use will be logged under the "special conditions" of the contract. Any unlogged use may be held against the COMPANY in the event of damages affecting the rented asset due to use not conforming to the declaration.

The COMPANY reserves the right to terminate the contract in the event of use not conforming to the declaration of the CUSTOMER.

2. User

Thi contract is intuitu personae, and accordingly the EQUIPMENT is reserved for its sole use. It may therefore not sublet or make it available to third parties or lend it out without the authorisation of the COMPANY. Unless an agreement is obtained, the COMPANY reserves the right to terminate the contract with the exception of sites coming under SPS coordination; where the safety plan can provide for the use of the EQUIPMENT by other physical or moral people. In such a case the CUSTOMER remains the guarantor and and is responsible for the EQUIPMENT with regard to the COMPANY.

The CUSTOMER is simply the lessee of the EQUIPMENT and it is owned by the COMPANY exclusively. Therefore, the CUSTOMER refrains from its pledging or selling.

3. Use and maintenance:

- The CUSTOMER shall use and maintain the EQUIPMENT as a responsible person from the date provided for the beginning of the contract through to the restoring of the EQUIPMENT to the Lesser, as custodian of said EQUIPMENT. He shall comply with the prescriptions concerning the EQUIPMENT, not store objects on the roof or let snow and dead leaves or pine needles amass on it

- He shall make any repairs that become necessary through the use of the EQUIPMENT. Otherwise, the cost of return to a ready, clean and operational state will be invoiced to him on restoration of the EQUIPMENT .

- He shall use it exclusively for the purpose for which it is intended. The CUSTOMER is considered to be aware of the legal regulations applicable and will therefore be alone responsible for any failure to comply with legal rules regarding use and occupation and the environment. The COMPANY is therefore authorised to carry out any inspections it deems necessary.

- He shall ensure

- On restoring the EQUIPMENT it must be: disconnected from any supplies, cleaned and in a state of proper maintenance and repair and conform on all points with what was delivered in terms of existing equipment and furniture on delivery, or added in the course of the contract. On return, a brief adversarial report will be drawn up and in the works of the COMPANY, a detailed list of the EQUIPMENT and accessories, equipment and furniture will be established. The CUSTOMER may attend this detailed inspection in order to render it adversarial. An estimate will then be established to render the EQUIPMENT compliant with the EQUIPMENT originally provided. The absence of the CUSTOMER or any claim against the estimate shall not affect the obligations subscribed to in article II - A of this contract. Any missing EQUIPMENT will be invoiced at its replacement expense. If necessary, the cleaning of the EQUIPMENT will be invoiced to the CUSTOMER in conformity with the lump sum indicated in the particular conditions

4. Safety:

Depending on the use of the rented equipment, departmental safety commissions and competent organisations who are sovereign in risk evaluation may demand special arrangements: fire extinguishers, safety or emergency lighting, water points, panic locks, specific classification of materials different from those described in the attached description etc. These services will be invoiced as a supplement.

III - INSURANCE:

These conditions transfer the custody of the EQUIPMENT on the day of its prior provision for delivery through to the day of return of the EQUIPMENT to the yards of the COMPANY.

A – Insurance contract:

Damages caused to the rented equipment can be covered according to several conditions described in the following:

1. The CUSTOMER takes out insurance: The CUSTOMER agrees on signature of this contract to insure the EQUIPMENT against any risks of degradation and damage coming from theft, breaking in or attempted breaking in, fire, explosion, natural catastrophes, storms, water damage, frost damage, impacts of vehicles and airborne devices, attempts, vandalism, riots etc. and shall hold the owner harmless from any recourse action that could be taken against it. The value of the EQUIPMENT to be declared to the insurance company shall be that appearing in the specific conditions without any deductible or discount. Before any delivery takes place, the CUSTOMER may request the CUSTOMER to produce the insurance certificate concerning the ordered EQUIPMENT. If there is no such certificate, the COMPANY reserves the right to either cancel the order at the expense of the CUSTOMER or to postpone delivery until said certificate is sent which did may result in the indemnification of the COMPANY by the CUSTOMER. The insurance certificate shall also mention direct payment of indemnification to the COMPANY.

2. The CUSTOMER has chosen to take out an insurance contract subscribed to by the COMPANY with an insurance company and will pay in addition to the rent, the corresponding premium indicated in the particular conditions of the rental contract. The guarantees covered by the insurance contract are described in detail in the insurance manual attached to this document.

3. The CUSTOMER accepts renunciation to recourse action as indicated below:

a) The damages insurance guarantee covers damages caused to the EQUIPMENT rented as part of its normal use.

It does not cover the damage consecutive to deliberate or intentional negligence, failure to restore removable parts, furniture, broken glass, etc. (provided the latter are not the result of events beyond the control of the CUSTOMER (fire, flood, storm and other natural elements with the exclusion of earthquakes and volcanic eruption), transport operations and the related operations. The COMPANY reserves the right to take action against the responsible third-party or its insurance company.

b) Prices are set at ____:% (___percent) of the weekend rental rates with holidays included.

c) This renunciation is granted for a maximum amount defined under the special conditions per mobile construction, without exceeding the amount defined in the special conditions when the incident concerns a modular building.

d) This renunciation is granted on the condition of the deduction of the deductible remaining at the expense of the CUSTOMER and representing ___ % of the total damage with a minimum of _____euros before tax. In the event of total destruction, the CUSTOMER will cover ___ of the replacement value by new equipment (list value) with a minimum of ____ euros before tax.

e) The CUSTOMER is only entitled to this guarantee if he has paid up all the rent instalments on the day of the incident and if the CUSTOMER has fulfilled all the declaratory obligations (police blotter, complaint, declaration of incident 
).

4. The lack of insurance cover can not be held against the COMPANY since the CUSTOMER agrees as of now to pay for as new repair or replacement of the EQUIPMENT for the maximum amount of the EQUIPMENT value indicated in the specific conditions. The payment shall be made on production of the invoice by the COMPANY.

5. At the request of the CUSTOMER, the COMPANY may propose an insurance contract the conditions of which will be submitted on subscription to the contract.

6. damages to third parties:

The CUSTOMER must produce a corporate civil liability insurance certificate as soon as contract subscription takes place.

B – occurrence of damage:

In the event of any damage affecting the EQUIPMENT, the COMPANY must be informed within 48 hours of the occurrence of this damage by a registered letter with request for receipt.

The CUSTOMER shall make the EQUIPMENT available to the COMPANY for a period of 72 hours in order for it to check the condition of the EQUIPMENT and assess the works needed to repair said EQUIPMENT.

More generally, the CUSTOMER agrees to take all necessary steps with the administrations concerned (for instance the police) to protect the rights of the COMPANY.

All the original documents required for the indemnification of the COMPANY shall be transmitted to it as quickly as possible.

IV - TERM

The term of the rental contract shall be indicated in the specific conditions attached hereto. Unless the CUSTOMER terminates the contract by a registered letter with request for receipt, with one month’s prior notice, under the particular conditions and before contract expiration, the contract will be for an undetermined term.

V - PRICE

A - Adjustment:

The price of rental and any cost of transport and restoration as indicated in the specific conditions are stipulated as adjustable every year on the anniversary data (or on a set date for the contract) according to the following form and under reservation of the particular conditions:

B – Due dates:

The terms of payment are provided for in the specific conditions of sale. Otherwise, the due dates are stipulated as payable cash and without discount in advance.

Failure to pay on any of the due dates will lead to the nullification by right of said term and the cancellation of any specific conditions that are granted. Following the transmission of notice to pay by registered mail with request for receipt remaining unanswered, the COMPANY reserves the right to recover the EQUIPMENT immediately. The expenses of restoring and repair of the EQUIPMENT will be at the exclusive expense of the CUSTOMER, in addition to the termination indemnity provided for below.

Any late payment will result in the application of monthly late payment interest equal to the EURIBOR 3 month rate on the day set for payment increased by 3% divided by 12. This interest is stipulated as being capitalisable.

VI – GUARANTEE BOND

On conclusion of the contract, the CUSTOMER will pay a guarantee bond in the amount defined in the particular conditions. This guarantee bond can consist of a bank deposit, delegation of payment, direct payment, to be agreed to by the COMPANY on contract signature.

This deposit will be kept by the COMPANY for the duration of the contract. It will be restored during the month in which the equipment is restored and after final and full payment of any invoices, including invoices for degradation.

In the event of failure of the CUSTOMER or of a legal procedure (recovery or bankruptcy) this guarantee bond will be assigned, in proportion to the amount due by the CUSTOMER, to the COMPANY and/or the guarantees granted by the CUSTOMER will be brought into application..

VII - CONTRACT TERMINATION:

The contract can be terminated at the expense of either of the parties in the event of failure to observe the obligations incumbent on it under cover of these conditions and of the particular conditions.

A – Set term contracts:

In the event of termination because of the CUSTOMER (failure to comply with general and particular causes of contract, withdrawal, request by CUSTOMER for early termination 
.), it shall then owe at least an amount equal to 100% of the outstanding rent plus the VAT at the current rate.

It is specified that should the CUSTOMER request the return of the rented property before the term of the contract, then the COMPANY reserves the right to re-evaluate the amount of the rental according to the real term of the rental.

B – For open term contracts,

The contracts may become open term contract as soon as the date set for the restoring of the EQUIPMENT in the open term contract is continued by mutual agreement.

The CUSTOMER may terminate the contract by the transmission of a registered letter requesting receipt with prior notice of one month, or according to the particular conditions. To be acceptable, the termination of the contract must be made by registered letter requesting receipt.

If the termination of the contract is due to the CUSTOMER failing to observe its obligations then the contract may be terminated at the request of the COMPANY within eight days of transmission by the COMPANY of a registered letter to the CUSTOMER. The COMPANY may then request the CUSTOMER for indemnification equal to two months of tax inclusive rental in addition to the costs of restoring, cleaning and repair or replacement of the EQUIPMENT.

C - Substantial modifications to the CUSTOMER as a moral entity:

Substantial modifications to the CUSTOMER as a moral person means, although it is not limiting or exhaustive: amiable liquidation, merger, splitting, partial input of assets, transfer of social total or partial business goodwill, decease of CUSTOMER as a physical person 


The COMPANY reserves the right to purely or simply terminate the CONTRACT in which case the CUSTOMER is contractually required to abide by the obligations of the contract. However, the COMPANY reserves the right to reach an agreement with the successors of the CUSTOMER for the possible continuation of the contract.

VIII – TAXES – DUTIES - EXPENSES

All taxes, duties and expenses inherent in the contract and its performance will be at the exclusive expense of the CUSTOMER who will agrees to deal with them specifically.

IX - ATTRIBUTION OF COMPETENCE - ELECTION OF DOMICILE

For the performance of these conditions the COMPANY elects domicile in its head office and the CUSTOMER at the address indicated in the particular conditions of sale.

In the event of a dispute concerning the interpreting and performance of the these conditions, the competent court will be the Court of Commerce of the COMPANY Head Office.