General Terms and Conditions for Rental and Long-Term Rental
The following Terms and Conditions apply to the Rental and Long-Term Rental of Machines, equipment, and related items from ProTruck A/S (hereinafter "ProTruck"), unless otherwise agreed in writing with the Customer.
1. Definitions
Rental:
A Rental constitutes a Long-Term Rental Agreement under which the Customer rents one or more Machines from ProTruck for a fixed, agreed Rental Term, including a service agreement and, where applicable, associated insurance coverage. Machines, equipment, and related items rented under this Agreement may either be refinanced through a third party or be owned by ProTruck. Regardless of ownership, the Agreement is administered by ProTruck
The Agreement: The Agreement entered into between the Customer and ProTruck regarding the Rental and Long-Term Rental of Machines, equipment, and related items from ProTruck.
Terms and Conditions: These General Terms and Conditions for Rental and Long-Term Rental
The Machine: The term "Machine" refers to the item rented by the Customer, including equipment and related items added to or mounted on the Machine
Specialised Equipment: Equipment that has been retrofitted to the Machine by ProTruck, either prior to or following delivery.
Optional Equipment: Equipment installed by the Customer on or in the Machine, including any Specialised Equipment paid for by the Customer.
The Rental Fee: The amount payable for the Regular and Long-Term Rental of Machines, equipment, and related items.
2. General Provisions
1 These Terms and Conditions are deemed accepted by the Customer as an integral part of the Agreement with ProTruck Any special terms specified by the Customer in tender documents, purchase orders, acceptances, purchasing conditions, or similar materials are not considered an agreed deviation from these Terms and Conditions unless such deviations have been expressly accepted in writing by ProTruck in the Agreement.
2 The Customer accepts that ProTruck may register, store, and process information set out in or arising from the Agreement with the Customer, including that such information may be transferred by ProTruck to another company within the ProTruck group or to business partners, both in Denmark and abroad, for the purpose of collecting, storing, and processing the information.
3. Permitted Use and Operation
1 The rented Machine may only be operated by the Customer or personnel employed by the Customer at the Customer’s business premises. Unless the nature of the Machine requires use at different locations, or unless otherwise expressly stated in the Agreement, the Machine may not be removed from the Customer’s business premises. Use outside Denmark requires ProTruck’s prior written consent.
2 The Machine may only be used for the purpose and in the manner agreed upon or contemplated by ProTruck and the Customer, or as otherwise specified in any operating instructions from the manufacturer and/or ProTruck.
3 If the agreement between the Customer and ProTruck is entered into with the Customer’s intention to transfer the Machine to a third party, this must be separately notified to and accepted in writing by ProTruck.
4 The Customer is reminded that, under the Danish Working Environment Act, the use of certain machines requires certification ProTruck is not liable for any violation of this by the Customer.
4. Modification
1. Neither the Machine nor any Specialised Equipment may be modified or altered without ProTruck’s written consent. Any modification may only be carried out by ProTruck or a service partner authorised by ProTruck.
5. Optional Equipment
1. Installation of Optional Equipment requires prior written agreement with ProTruck. Notwithstanding ProTruck’s consent to the mounting/installation of Optional Equipment, the following applies: Any faults attributable to the Customer’s structural modifications of the Machine, which are not approved by the manufacturer or ProTruck and are therefore not covered under the warranty, will be invoiced to the Customer. The Customer is responsible for any damage caused by the Optional Equipment, and such damage will be repaired at the Customer’s expense.
6. Non-Terminability
1 The Agreement is binding and non-terminable by either party for the agreed period, unless otherwise expressly stated in the Agreement with the Customer.
7. Commencement of the Agreement
1 The Agreement commences on the date the Machine is delivered to the Customer, unless otherwise expressly stated in the Agreement.
8. Delivery and replacement of the Machine
1 Unless otherwise specified in the Agreement, the place of delivery is the Customer’s address. If delivery cannot be carried out due to circumstances attributable to the Customer, the Machine will remain at ProTruck’s warehouse for up to (thirty) 30 days at the Customer’s risk and expense.
2 The Customer undertakes to inspect the Machine and notify ProTruck immediately if the Machine is not in good working condition or as provided for in the Agreement.
3 Throughout the term of the Agreement, ProTruck is entitled to replace the Machine with an equivalent or better Machine with at least the same specifications, performance and operating life as the originally delivered Machine, and capable of performing the same tasks as the originally delivered Machine. If ProTruck chooses to replace the Machine, the replacement will be carried out at no cost to the Customer.
9. Delayed Delivery
1 If delivery is made later than stated in the Agreement, the due date for the Customer's payment will be postponed correspondingly by one or more full months.
2 The Customer is not entitled to cancel or terminate the Agreement due to delayed delivery.
3 The Customer is not entitled to bring any claim against ProTruck due to delayed delivery.
10. Expenses and Prepayments
1 Until the Agreement comes into effect, the Customer is liable to ProTruck for any expenses and prepayments incurred by ProTruck at the Customer’s request. Such expenses will bear interest at 1.5% per month.
11. Ownership
1 ProTruck retains ownership of the Machine. Accordingly, the Customer may not sell, pledge, rent out, transfer the right to use, or make other similar dispositions of the Machine without ProTruck’s prior consent.
2 ProTruck’s ownership also extends to any Specialised Equipment or other items incorporated into or replacing parts of the Machine or the Specialised Equipment
3 The Machine and the Specialised Equipment must not be integrated into other movable property in such a manner that ProTruck loses its ownership.
4 The Customer is not entitled to assign the Agreement.
5 The Customer may not remove or damage identifying marks placed on the Machine for identification purposes, such as manufacturing marks or serial numbers. ProTruck is entitled to require that a mark be affixed to the Machine indicating that the Machine belongs to ProTruck. Such marks may not be removed or damaged. Reference is made to section 24.
12. Customer’s Responsibility
1 The Customer is obliged to comply with all applicable public and private rules and regulations regarding the use of the Machine and Specialised Equipment, including safety and environmental requirements. The Customer is further obliged to obtain all necessary public or private authorisations, permits, and approvals in connection with possession or use of the Machine
2 The Customer bears the risk and may not hold ProTruck liable if necessary authorisations, permits, or approvals cannot be obtained or are revoked, or if the use of the Machine, Specialised Equipment or the like is interrupted or restricted due to public or private regulations.
3 The Customer indemnifies and holds ProTruck harmless for any costs ProTruck may incur towards public authorities or third parties as a result of the Customer’s use of the Machine the Specialised Equipment or the like, or the Customer’s failure to obtain necessary public or private authorisations, permits, or approvals.
4 The Customer bears the risk and must therefore indemnify ProTruck for damage to the Customer, the Customer's personnel, third parties, or third parties' property as a result of the Customer's use of the Machine
5 The Customer may not rent out, grant any right of use, or otherwise transfer the use of the Machine to any third party unless specifically agreed with ProTruck.
13. Maintenance
1 The Customer must at all times, and at its own expense, keep the Machine in good and operable condition. In addition, the Customer must comply with all statutory and regulatory requirements related to the Machine’s condition and safety. Should parts or accessories require replacement, the Customer is only permitted to use original parts. Replacement with other spare parts or equipment may only be made with ProTruck’s written consent. Daily maintenance such as checking oil, water, lubrication, tyre pressure and distilled water in the battery is the Customer’s responsibility. The consumption of oil, fuel and additives (including, but not limited to, A/C refrigerant, AdBlue fluid, particle filters and other lubricants) required for daily maintenance is the responsibility of the Customer. For electric trucks, the Customer must ensure adequate charging and discharging of the battery. During maintenance, the Customer must strictly comply with the applicable regulations as stated in instruction manuals and similar material from the supplier and ProTruck. Only the types of fuel, engine oil, hydraulic oil, and other similar substances specified in the manual may be used. The Customer is responsible for cleaning the Machine, cleaning particulate filters, and refilling additives, at their own cost. Any irregularities must be reported to ProTruck immediately.
14. Service and Repair
1. Service and repair work may only be performed by ProTruck or a service partner appointed by ProTruck.
2 Unless otherwise expressly stated in the Agreement, the Customer must bear the costs of all service and repair work.
15. Damage, Destruction and Loss
1 The Customer bears the risk of any damage, deterioration, destruction or loss of the Machine and Specialised Equipment, regardless of whether this is caused by a fortuitous event. The Customer is therefore not exempt from paying the Rental Fee and all associated charges under the Agreement in such cases. The Customer also bears the risk of any loss of the Machine while it is with a repairer or workshop, even if ProTruck designated the repairer or workshop.
2 In the event of damage, deterioration, destruction or loss of the Machine, Specialised Equipment or any related items, the Customer must immediately notify ProTruck in writing and then pay for repairs or replacement in accordance with ProTruck’s written instructions. Substantial parts cannot be replaced, modified or altered without ProTruck’s written consent.
3 If ProTruck considers the extent of the damage, deterioration, destruction or loss of the Machine Specialised Equipment or any related items so substantial that the Agreement is no longer economically viable, ProTruck is entitled to terminate the Agreement without notice.
When All-Risk Insurance is selected in the Agreement
1 If all-risk insurance is selected in the Agreement for Rental or Long-Term Rental of Machines, only comprehensive insurance (theft, robbery, and fire) and all-risk insurance are taken out.
2 The insurance becomes effective at the time of delivery of the Machine and ends upon termination of the Agreement.
2. The deductible is currently divided into the following categories:
a. For damage to Machines aged 10 years and older, the deductible is DKK 38,781
b. For Machines, provided it is less than 10 years old, operating in Denmark and with a selling price
a. below DKK 250,000, the deductible is DKK 8,203.75,
b. and for Machines over DKK 250,000, the deductible is DKK 16,408.75
c. Machines, provided it is less than 10 years old, operating outside Denmark (including Greenland and the Faroe Islands) and with a selling price
a. below DKK 50,000, the deductible is DKK 8,203.75
b. and for Machines over DKK 50,000, the deductible is DKK 16,408.75
(The amount is fixed for the year 2024 and is indexed every year in January)
When All-Risk Insurance is deselected in the Agreement (self-insurance)
4 If comprehensive and all-risk insurance are deselected in the Agreement, the Customer is considered to be selfinsured. This means that any damage to the rented equipment, which cannot be considered normal wear and tear and did not occur during normal use of the equipment, will be invoiced to the Customer, regardless of whether the Customer has insured the rented equipment themselves.
5 ProTruck may also invoice the Customer for the value of the rented equipment in the event of loss of the equipment due to fire, theft, or similar circumstances. The Customer is responsible for the rented equipment throughout the entire Rental Period, even if the rented equipment is left with a repairer suggested or designated by ProTruck.
Liability Insurance
6 Please note that it is the Customer's responsibility and duty to take out independent liability insurance when the Machine is used as a work tool and/or if goods are handled that should be covered by the carrier's liability insurance and/or if the Customer should take out cargo/transport insurance for the goods being handled. Such damage is not covered by the insurance arranged through ProTruck, which exclusively covers the mobile equipment.
7 In order to obtain insurance coverage, any theft, robbery or vandalism must be reported to the police, and ProTruck must be notified in writing at the same time.
Other Provisions
8 ProTruck reserves the right to make changes to the Rental Fee and/or change the insurance terms and conditions if the premium/claims ratio is not satisfactory or if the Customer changes to another insurance company. Any such change to the Rental Fee can only take effect with one month’s notice, effective from the beginning of the following month.
17. Inspection
1 ProTruck may, at any time and with reasonable notice, require an inspection of the Machine. ProTruck may entrust such inspection to a qualified technical expert If the inspection reveals damage or similar issues, the Customer must promptly comply with ProTruck’s instructions in accordance with section 15.
18. Change of Address and Related Matters
1 All correspondence to the Customer may be sent to the address provided in the Agreement. Any change of address must be communicated to ProTruck in writing.
2 If the Customer consists of multiple individuals or entities, ProTruck may send notices to any one of the addresses provided by the Customer, which will be binding for all of them.
19. Return or Repossession and Extension of the Rental Period
1 When the Agreement expires or is terminated, the Customer must immediately return the Machine to ProTruck. Return must be made at no cost to ProTruck, at a location specified by ProTruck within Denmark. Failure to do so will entitle ProTruck to relocate the Machine at the Customer's expense.
2 The Customer cannot exercise a lien on the Machine for any claims against ProTruck.
3 If the Machine is not returned at the agreed expiry date, a new agreement must be signed. Until a new agreement for extension is signed, the terms of the original and expired agreement remain in effect for a maximum of 3 months. After this period, ProTruck is entitled to change the Rental Fee. If ProTruck changes the Customer's Rental Fee after the expiry of the 3 months, the other provisions of the Agreement and these Terms and Conditions will continue to apply until a new agreement is entered into for the Machine or the Machine is returned to ProTruck.
4 The Customer must submit a request for extension no later than forty (40) days before the agreed expiry date. If the extension request is approved, it must be returned signed no later than twenty (20) days before the agreed expiry date.
5 Upon return or repossession, the Machine and Specialised Equipment, and all related items, must be in operational, clean and undamaged condition, and all defects not caused by normal wear and tear or age, and not covered by any service and repair agreement must have been or will be repaired at the Customer's expense. Upon return of the Machine, ProTruck will prepare a condition report of the Machine
20. Defects and Product Liability
1 Prior to commencement of the Agreement period, the Customer has selected a Machine with the desired specifications, accessories, and related equipment, and has had the opportunity to inspect and test the Machine The Customer therefore bears the full risk that the Machine, including accessories, in terms of design, durability, and other characteristics, always meets the Customer’s intended purpose and possesses the expected usability. Accordingly, the Customer cannot invoke any defects in the Machine against ProTruck, but is obliged to perform the Agreement in all respects.
2 If the Customer wishes to assert claims for defects or otherwise against the supplier or manufacturer of the Machine ProTruck may require the Customer, after obtaining approval, to take the necessary legal action at its own expense, without costs to ProTruck.
3 ProTruck can only be held liable for product liability where applicable law, including the Danish Product Liability Act, requires such liability.
21. Limitation of Liability
1 ProTruck cannot be held liable to the Customer or any third party for operating losses, loss of time, loss of profit, loss of goodwill or other indirect losses in connection with the Agreement, including direct or indirect losses as a result of delay, defects or breakdown of the Machine
2 If, despite the provisions of the Agreement and these Terms and Conditions, ProTruck is held liable to the Customer or a third party, such liability is limited to an amount corresponding to the Rental Fee for 3 months’ Rental of the Machine
22. The Rental Fee
1 If delivery takes place before the time specified in the Agreement, a proportional rental fee must be made for this period.
2 The Rental Fee is determined on the basis of price levels, taxes, contributions, etc. The Rental Fee must be adjusted proportionally if ProTruck's purchase price of the Machine changes for one reason or another, including increased cost of the Machine or Specialised Equipment, public duties, contributions, or other charges. Regardless of whether such costs are imposed on ProTruck as owner or business, ProTruck is entitled to adjust all fees under the Agreement proportionally throughout the term of the Agreement.
3 To the extent that ProTruck is faced with extraordinary price increases from its suppliers in relation to the Machine, Specialised Equipment, additional equipment, spare parts, services, or other items covered by the Agreement, ProTruck is entitled to unilaterally adjust the Rental Fee to the Customer in a corresponding manner upon thirty (30) days’ prior notice. This may, for example, occur due to a global critical public health crisis or as a result of Force Majeure, and generally if such extraordinary price increases cannot be absorbed within the annual price adjustments stipulated in the Agreement.
4 The Rental Fee does not include ordinary operating expenses such as fuel, engine oil, sprinkler fluid, tyres, forks and other consumables of a similar nature. These expenses are borne by the Customer unless otherwise expressly stated in the Agreement.
5 If the Customer requires specific safety approvals, site introduction courses, or other certification procedures related to ProTruck, which result in additional work or time expenditure, ProTruck reserves the right to invoice the Customer for such costs.
6 Payment terms are "net cash" unless otherwise expressly stated in the Agreement. The Rental Fee is invoiced monthly in advance.
7 All prices/payments are in the currency stated in the Agreement and are exclusive of VAT, which is calculated in accordance with the applicable law of the country.
8 The Customer may not withhold any amounts due to ProTruck on the grounds of delays, defects in the Machine, damages, destruction, loss, or lack of permits.
9 If the Rental Fee is variable, it will be adjusted in accordance with the changes in the refinancing rate occurring after signing the Agreement. Adjustments take effect from the first payment due after a change in interest rates.
10 If the Machine is used on average more than 15% above the agreed usage, ProTruck is entitled to charge a surcharge corresponding to the extra costs, including, for example, depreciation, which ProTruck estimates are associated with the additional use of the Machine
23. Timely Payment
1. In the event of late payment of the Rental Fee or any other amounts due under the Agreement, a fee will be charged, and interest on overdue amounts will accrue at a rate of 1.5% per commenced month until full payment is made.
2 The Customer may not offset any amounts against the Rental Fee, exercise a lien over the Machine, or refuse to make payment due to delay, complaints, or counter-claims relating to the specific or any other delivery. Any such offset or withholding will be considered a material breach of the Agreement.
24. Breach
1 ProTruck may terminate the Agreement without notice and claim compensation for its loss, including any expenses incurred by ProTruck, if the Customer is in breach of its obligations under the Agreement, including, but not limited to the following:
a: fails to pay due amounts or any other amounts owed within eight (8) days of the due date, and exercises setoff or withholding of payment.
b. acts in violation of section 3 regarding the use or location of the Machine and/or the Specialised Equipment
c. allows use by a third party, in whole or in part, to another party without ProTruck's written consent and without this being authorised in the Agreement, or if the Customer's ownership changes significantly, including the sale or pledging of a controlling part of the Customer's shares,
d. uses the Machine or any specialised or other equipment contrary to applicable regulations or instructions, the Machine’s specifications, its intended purpose, or the law, or otherwise fails to comply with its obligations under sections 12 and 13.
e. modifies the Machine or the Specialised Equipment without written request and approval from ProTruck,
f. fails to fulfil its obligations in relation to service and repair, cf. section 14,
g. fails to fulfil its obligations in the event of damage, destruction or loss, cf. section 15,
h. denies ProTruck or its appointed inspector access to inspect the Machine with reasonable notice, cf. section 17,
i. becomes bankrupt, commences restructuring proceedings, enters into negotiations for compulsory composition, voluntary composition or debt restructuring, goes into liquidation or dies, and the estate does not assume the Agreement and provides the necessary security within eight (8) days of receiving the request,
j. breaches any another agreement with ProTruck,
k. disposes of a significant part of its business assets or if the Customer's capital base is significantly reduced,
l. fails, upon request, to provide financial statements, cf. section 26,
m. removes or damages distinguishing marks on the Machine used for identification such as manufacturer’s marks and serial numbers, cf. section 11,
n. is responsible for the Machine not being deliverable, and the Machine has remained in ProTruck’s warehouse for more than thirty (30) days, cf. section 8.
2 Following termination for breach, ProTruck is entitled, without notice and at the Customer’s expense, to take possession of the Machine
3 ProTruck is also entitled to claim payment of a compensation amount in addition to the amounts due. This amount is calculated as the present value of all undue Rental Fees for the unexpired term of the Agreement (the remaining period). For the purpose of discounting, an interest rate is applied which, in the case of fixed Rental Fees, corresponds to the loan rate obtainable by ProTruck at the termination date for the remaining period, less 3% per annum, and which, in the case of variable Rental Fees, corresponds to the monthly Cibor rate determined at the termination date for a variable loan for the remaining period, less 3%. The compensation amount is payable upon demand.
4 Any collateral, deposits or other forms of security provided by the Customer will serve as security for all claims of any nature that ProTruck may have against the Customer. ProTruck is entitled to set off undue receivables of any kind against any amounts due to the Customer.
25. Assignment
1 ProTruck may at any time fully or partially assign its rights under the Agreement and/or the Machine and/or Specialised Equipment to a third party.
26. Financial Information
1. The Customer is obliged, upon ProTruck’s request, to provide a copy of the financial statements approved by the competent assembly of the Customer within five months after the end of the Customer’s financial year. The Customer must also provide interim financial statements and budgets upon request.
27. Environmental Clause
1 The Customer declares that it complies at all times with all applicable environmental regulations and any environmental permits applicable at any time to its business activities and will notify ProTruck of any changes to its environmental status. Reference is also made to section 12.
28. On-Call Service
1. If the Customer requires service outside ProTruck’s normal business hours, please contact the 24-hour hotline at +45 6966 3456 (select the emergency support line). An on-call service outside normal hours, cf. the opening hours at www.protruck.dk, will be invoiced separately to the Customer according to the Agreement (time spent includes travel to/from the employee’s residence). Additional costs for service vehicles, various consumables and environmental fees according to ProTruck’s current rates will apply. No discounts are granted for services associated with on-call support. The Customer is generally not invoiced for issues resolved by phone.
2. Any transport costs to external carriers will be invoiced to the Customer and no discounts are granted on the above prices.
29. Force Majeure
Even in those areas where stricter liability applies, ProTruck is not responsible for any loss suffered by the Customer due to:
1. strike, lockout, boycott, blockade, irrespective of whether the dispute is directed at or initiated by ProTruck itself or ProTruck’s organisation and irrespective of the cause of the dispute. This also applies if the dispute affects only parts of ProTruck,
2. scarcity of goods, shortage or delay in deliveries from subcontractors, fire, lack of transport options, currency restrictions, import and export restrictions, death, illness or departure of key personnel,
3. breakdowns or loss of access to IT systems, or damage to data within these systems, arising from any of the events listed below, regardless of whether the systems are operated by ProTruck or an external supplier,
4. failure in ProTruck’s power supply or telecommunications, government interventions or administrative acts, natural disasters, war, riots, civil unrest, sabotage, terrorism or vandalism, including computer viruses and hacking,
5. or other events beyond ProTruck’s control.
30. Processing of Personal Data
1. As part of the Customer relationship, ProTruck processes certain personal data about the Customer for customer administration purposes, including, but not limited to, the delivery of ordered goods or services, invoicing, marketing, and other matters. Processing is carried out in accordance with applicable data protection legislation, in particular the General Data Protection Regulation and the Data Protection Act, and is handled confidentially and securely.
2. ProTruck's "Privacy Policy", which contains information on ProTruck's processing of personal data, including the Customer's rights in relation to this, is available at www.protruck.dk and can be read here: http://www.protruck.dk/firma/om-protruck/privatlivspolitik
3. By entering into an Agreement with ProTruck and accepting these Terms and Conditions, the Customer declares having read and understood ProTruck's privacy policy.
31. EU Data Act
1 The Customer acknowledges and accepts the information, data annex and terms related to the EU Data Act (EU 2023/2854) applicable from time to time, available on ProTruck’s website under “Useful Links” (Terms of Sale). The material can be accessed directly via the following link: https://protruck.dk/eu-data-act/. The Customer further acknowledges that such information and annexes may be updated from time to time by ProTruck and its suppliers, and that it is the Customer’s responsibility to stay informed of any such updates.
32. Jurisdiction and Applicable Law
1 Any claims arising from or in connection with the Agreement may only be brought before the courts in the jurisdiction where ProTruck has its principal place of business. Danish law applies to any dispute between ProTruck and the Customer.