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Rental contract terms

RENTAL AGREEMENT

1. DEFINITIONS

1.1. The following terms are used in this agreement with the following meanings: 1.1.1. Equipment – equipment or other work tools provided by the Lessor to the Lessee for use; 1.1.2. Normal Wear and Tear – natural deterioration of the Equipment from proper use in accordance with manufacturer's instructions and good industry practices; 1.1.3. Improvements – any changes to the characteristics of the Equipment that increase its value or usability; 1.1.4. Contract/Invoice – a document certifying the handover, acceptance, and return of the Equipment; 1.1.5. Deposit – a sum of money determined by the Lessor as security for possible damages or failure to fulfill other obligations; 1.1.6. Registration Fee – a one-time fee applicable to first-time customer relationships for contract preparation, customer background checks, and document management.

2. CONTRACT DOCUMENTS

2.1. The Agreement consists of this Agreement, the Rental Terms, Annexes to the Agreement, and contracts/invoices agreed upon by the Parties after the conclusion of this Agreement.

2.2. The Rental Terms, which form an integral part of this Agreement, are publicly available to the Lessee on the Lessor's website at www.fermetech.eu and www.cidermill.eu.

2.3. In case of conflict between the Agreement and the Rental Terms, the Parties shall be guided primarily by the provisions of this Agreement and only then by the Rental Terms.

2.4. The Agreement is governed by the general business laws of the European Union, consumer protection regulations, and the legislation of the Republic of Estonia.

3. SUBJECT, TERM AND CONFIRMATIONS OF THE AGREEMENT

3.1. By this Agreement, the Lessor rents out various equipment or other work tools (hereinafter "Equipment") to the Lessee for a fee, during the term of the Agreement, and in accordance with the Rental Terms.

3.2. The Lessor, as the owner of the Equipment, rents out the Equipment and the Lessee rents the Equipment for the purpose of temporary use in their economic activities.

3.3. The composition, assortment, quantity, rental rate, and rental term of the rented Equipment shall be agreed upon between the Parties separately for each case of renting the Equipment and shall be formalized in writing in accordance with the procedure specified in clause 4.2 of this Agreement.

3.4. This Agreement shall enter into force upon its signing and shall remain valid until all obligations arising from the Agreement have been fulfilled. The Agreement is drawn up in two copies, one for the Lessee and one for the Lessor.

3.5. By signing this Agreement, the Lessee confirms, in addition to Chapter 2 of the Rental Terms, that they have reviewed the Rental Terms that form an integral part of the Agreement, understand the terms, agree to these terms, and undertake to comply with them.

3.6. Technical specifications and user manuals for the Equipment may be presented as separate annexes, which are integral parts of this Agreement.

3.7. The Lessee confirms that they are aware of the risks and hazards associated with the use of the Equipment and have the necessary skills and knowledge for safe use of the Equipment or ensure that the Equipment is used only by personnel with appropriate training.

4. EQUIPMENT HANDOVER, ACCEPTANCE, AND RETURN

4.1. The handover, acceptance, and return of the Equipment shall take place on the terms and procedure specified in Chapter 3 of the Rental Terms. By agreement of the Parties, the handover, acceptance, and return of the Equipment may also take place at the address specified by the Lessee if the Lessee orders the corresponding paid transport service from the Lessor and signs the rental agreement digitally.

4.2. The handover, acceptance, and return of the Equipment shall be formalized by a contract/invoice showing the Lessor's details, the Lessee's (payer's) name and address, the object address, composition, assortment, quantity of the Equipment, rental rate, rental term, and the clearly legible first and last name, personal identification code, and signature of the representative of the receiving Party.

4.3. If the Equipment rented by the Lessee is managed and received by someone else, the list of authorized representatives (Annex No. 1 to the Agreement) must be submitted to the Lessor by the day of signing this Agreement and must include the first and last name(s), personal identification code(s), position(s), and signature specimens of the authorized person(s).

4.4. Changes to the list of the Lessee's representatives shall be formalized in writing, as an Annex to the Agreement in accordance with the procedure set out in Chapter 11, on the basis of a relevant statement (notice) by the Lessee, for the accuracy of which only the Lessee is responsible.

4.5. The risk of accidental destruction and damage to the Equipment shall pass to the Lessee from the moment of acceptance of the Equipment.

4.6. Upon return of the Equipment, the condition of the Equipment, including any possible damages, shall be recorded. The Lessor shall take photographs of the Equipment during handover and return, which shall be attached to the contract and invoice documents. The presence of the Lessee's representative is mandatory during the return and inspection of the Equipment, unless otherwise agreed in writing by the Parties.

4.7. The Lessor shall conduct a thorough assessment of the condition of the Equipment within 2-3 business days after its return. If, during this time, hidden defects or damages are discovered that could not be identified at the time of handover, the Lessor shall immediately notify the Lessee of this, along with photographs of the discovered deficiencies. The Lessor may not submit any further claims after this period.

5. RENTAL FEE, DEPOSIT, REGISTRATION FEE, AND PAYMENT PROCEDURE

5.1. The daily rental rate for the Equipment shall be determined based on the Lessor's price list (see clause 4.2). The rental fee does not include costs for transportation, loading and unloading, installation of the rented Equipment, or costs for fuel, lubricants, and electricity.

5.2. The Lessee is obligated to pay the rental fee in advance based on an invoice issued during the agreed usage period. The invoice is considered paid on time if the money has been received in the Lessor's bank account or has been paid in cash to the Lessor's representative before the handover of the Equipment.

5.3. During a rental period lasting more than seven (7) calendar days, the Lessor has the right to issue interim invoices to the Lessee under the conditions specified in clause 5.2 of this chapter.

5.4. Upon initial conclusion of the rental agreement, the Lessee shall be subject to a one-time registration fee in the amount specified in the Lessor's current price list. The registration fee is intended to cover the costs of customer background checks, preparation, and management of contract documents.

5.5. The Lessee shall pay the Lessor a Deposit under the following conditions: 5.5.1. The amount of the Deposit is determined by the Lessor individually for each type of Equipment and may vary depending on the Equipment's value and rental conditions; 5.5.2. The Deposit shall be paid before the Equipment is handed over to the Lessee; 5.5.3. The Deposit shall be returned to the Lessee in full within 7 business days after the return of the Equipment, if no deficiencies or damages are found during the inspection conducted within 2-3 business days; 5.5.4. If deficiencies or damages are identified in the Equipment that are not due to Normal Wear and Tear, the Lessor has the right to use the Deposit to cover the damages, returning the remaining portion to the Lessee after the assessment and documentation of the damages; 5.5.5. The Deposit shall not be returned if the Equipment is not returned to the Lessor or if the Equipment is damaged to an extent where repair is not economically feasible.

5.6. For late payment of the rental fee, the Lessee is obligated to pay the Lessor interest of 0.5% of the unpaid amount for each calendar day of delay in payment. In addition, the Lessee is obligated to compensate the Lessor for expenses incurred in connection with the collection of the rental fee not paid on time by the Lessee, including collection and legal assistance costs.

5.7. If, in addition to the monetary principal obligation, the Lessee is required to pay expenses and interest, the fulfillment shall be deemed to have occurred first for the expenses, then for the due interest (late payment interest), and finally for the principal obligation.

5.8. If the Lessee has not returned the Equipment to the Lessor by the end of the agreed usage period, the Lessee is immediately obligated to pay rent for the additional rental days at 150% of the regular daily rate. In case of non-fulfillment of the aforementioned obligation, the Lessee is obligated to return the rented Equipment to the Lessor within one (1) day.

6. RIGHTS AND OBLIGATIONS OF THE LESSOR

6.1. The Lessor has the right to: 6.1.1. Demand presentation of the Equipment, check the condition of the Equipment and its proper use by the Lessee, as well as perform technical maintenance of the Equipment; 6.1.2. Not issue the Equipment if the Lessee has outstanding debts to the Lessor or if the Lessee has not paid the required Deposit or registration fee; 6.1.3. Make mandatory prescriptions to the Lessee in case of failure to comply with the requirements specified in the Agreement, as well as in case of failure to fulfill or improper fulfillment of other obligations arising from law or good customs, and suspend the use of the Equipment until the violation is terminated; 6.1.4. Immediately suspend the use of the Equipment by the Lessee if the use of the Equipment poses a threat to human life or health, the environment, or property of the Lessor or third parties; 6.1.5. Demand the Equipment from any illegal possession and demand the elimination of any violation of ownership; 6.1.6. Demand from the Lessee compensation for costs incurred by the Lessor in connection with the Equipment, if these costs were to be borne by the Lessee according to this Agreement and the Rental Terms or law; 6.1.7. Retain all Improvements made to the Equipment without the prior permission of the Lessor without compensating their value to the Lessee; 6.1.8. Demand from the Lessee the payment of rent and other fees, penalties, and compensations provided for in the Agreement and the Rental Terms; 6.1.9. Demand from the Lessee additional security, a guarantee or surety agreement for the fulfillment of obligations arising from this Agreement in case the Lessee fails to fulfill the obligations or does not fulfill them in a timely manner; 6.1.10. Take photographs of the Equipment both during handover and return; 6.1.11. Use the Deposit to compensate for damages caused by the Lessee in accordance with clause 5.5.4.

6.2. The Lessor is obligated to: 6.2.1. After the conclusion of this Agreement, hand over the Equipment to the possession and use of the Lessee on the basis of the corresponding contract/invoice, provided that all pre-conditions of the Agreement have been fulfilled (advance payment, deposit, registration fee); 6.2.2. Provide the Lessee with Equipment in working order. The Equipment is considered to have been issued in working order if the Lessee has not presented any claims to that effect within 24 hours from the moment of issuing the Equipment; 6.2.3. Provide the Lessee with information on the use of the Equipment and safety techniques, including written user manuals in the language provided by the manufacturer; 6.2.4. Ensure the compliance of the Equipment with the manufacturer's technical conditions and the technical serviceability of the Equipment; 6.2.5. Provide assistance to the Lessee, within the limits of possibilities, in case of violation of the Lessee's possession or obstruction of the use of the Equipment by third parties; 6.2.6. Accept the Equipment from the Lessee upon return of the Equipment on the basis of a contract/invoice; 6.2.7. Provide technical support for issues and problems related to the use of the Equipment. Technical support contact details: tel: +372 545 02075, e-mail: info@fermetech.eu; 6.2.8. Return the Deposit in accordance with clause 5.5.3 if no deficiencies or damages are found in the Equipment.

7. RIGHTS AND OBLIGATIONS OF THE LESSEE

7.1. The Lessee has the right to: 7.1.1. Demand the handover of the Equipment selected by the Lessee on the basis of a contract/invoice; 7.1.2. Use the Equipment in accordance with the Agreement, without harming the legitimate interests of the Lessor; 7.1.3. Demand the Equipment from any illegal possession and demand the elimination of obstacles to the possession and use of the Equipment; 7.1.4. Request an extension of the rental period, which is possible only with the consent of the Lessor and on the basis of an additional contract/invoice; 7.1.5. Demand the return of the Deposit in accordance with clause 5.5.3 if no deficiencies or damages are found in the Equipment.

7.2. The Lessee is obligated to: 7.2.1. Accept the Equipment from the Lessor on the basis of a contract/invoice; 7.2.2. Before using the Equipment, thoroughly familiarize themselves with the user manual of the Equipment and ensure that all persons using the Equipment have received appropriate training; 7.2.3. Use the Equipment in accordance with the Agreement and according to the purpose of the Equipment, economically and in a proper manner, and take all measures to avoid damage to the Equipment or damage to the property and rights of the Lessor in any other way; 7.2.4. Allow the Lessor, in accordance with clause 6.1.1 of the Agreement, to check the condition of the Equipment and its contractual and appropriate use, and perform regular maintenance of the Equipment in accordance with the manufacturer's instructions; 7.2.5. Pay rent for the use of the Equipment in accordance with the Agreement and bear all other costs related to the use of the Equipment by the Lessee, including costs for fuel, energy, and lubricants; 7.2.6. Comply with prescriptions made by the Lessor in accordance with clause 6.1.3 of this Agreement; 7.2.7. Inform the Lessor immediately, but not later than within 24 hours, in a form that can be reproduced in writing, if the Equipment or its parts have been stolen, destroyed, or damaged, or are at risk of destruction or damage, or if circumstances exist that cause or may cause damage to the Equipment or damage to the Lessor's property or rights in any other way; 7.2.8. Notify immediately, in the manner specified in Chapter 11, of changes in the Lessee's contact and location details, initiation of liquidation or bankruptcy proceedings against the Lessee; 7.2.9. Upon termination of the Agreement (not later than by 10:00 on the next day) or early termination, immediately return the Equipment to the Lessor in the same condition and order in which the Lessee received the Equipment for rent, taking into account the natural wear and tear of the item; 7.2.10. Not transfer the Equipment or rights and obligations arising from this Agreement to third parties or encumber them in favor of third parties; 7.2.11. Not sublet the Equipment or allow it to be used by third parties without the prior written consent of the Lessor; 7.2.12. Fulfill other obligations arising from this Agreement, the Rental Terms, and the law; 7.2.13. In case of destruction or loss of the Equipment, immediately notify the Lessor of this and, at the first request of the Lessor, compensate within ten (10) days the retail price of the destroyed or lost Equipment (Rental Terms clause 5.2.7) from the date of issuance of the corresponding claim; 7.2.14. Be responsible for the operation of regular and scheduled maintenance in accordance with the manufacturer's instructions for the Equipment. In case of malfunctions related to the Equipment, immediately contact the Lessor through the contacts provided in clause 6.2.7 of this Agreement; 7.2.15. Insure the Equipment at their own expense for the entire rental period against accidents, theft, vandalism, and other risks, in an amount not less than the retail price of the Equipment. The insurance of the Equipment is the obligation of the Lessee. The Lessee's insurance policy must include a condition that in case of an accident, the beneficiary is the Lessor; 7.2.16. Submit a copy of the insurance policy to the Lessor before the handover of the Equipment or at the latest within 24 hours after accepting the Equipment; 7.2.17. Pay all taxes and fees related to the use of the Equipment, if such costs are the obligation of the Lessee according to legislation; 7.2.18. Ensure that the Equipment is used only by trained and qualified employees or persons who have received appropriate training for the safe and proper use of the Equipment.

8. TERMINATION OF THE AGREEMENT

8.1. This Agreement shall terminate upon expiry of the term specified in clause 3.4 or by agreement of the Parties, if the Agreement has not been terminated early.

8.2. Either party may terminate the Agreement for a compelling reason. A reason is compelling if, considering all circumstances and weighing the interests of both parties, the party wishing to terminate cannot be expected to continue the performance of the Agreement.

8.3. The Lessor has the right to terminate this Agreement by notifying the Lessee in writing at least one calendar day in advance if: 8.3.1. Despite a prior warning from the Lessor, the Lessee continues to not use the Equipment carefully and according to the intended purpose of the Equipment; 8.3.2. The Lessee's activities deteriorate the condition of the Equipment or the Lessee intentionally damages the Equipment; 8.3.3. The Lessee has a payment debt to the Lessor; 8.3.4. The Lessee does not allow the Lessor, in accordance with clause 6.1.1 of the Agreement, to check the condition of the Equipment and its contractual and appropriate use, or to perform technical maintenance of the Equipment; 8.3.5. The Lessee has sublet the Equipment or in any other way allowed it to be used by third parties without the prior written consent of the Lessor; 8.3.6. The Lessee has in any other way, not specified in the Agreement, materially violated the agreed terms of the Agreement and termination is not prohibited by law; 8.3.7. The Lessee does not fulfill the maintenance obligation specified in clause 7.2.14 or the insurance obligation specified in clause 7.2.15; 8.3.8. The Lessee uses the Equipment in a way that may cause danger to human life, health, or the environment; 8.3.9. Bankruptcy or liquidation proceedings have been initiated against the Lessee; 8.3.10. The Lessor has reason to believe that the Lessee will not be able to fulfill their contractual obligations, including payment obligations.

8.4. The Lessee has the right to terminate the Agreement extraordinarily if: 8.4.1. The Equipment does not substantially comply with the agreed terms and the Lessor does not eliminate the deficiencies within a reasonable time after the Lessee has submitted a corresponding notice; 8.4.2. The Lessor unreasonably hinders the use of the Equipment.

9. COMPENSATION FOR DAMAGES

9.1. The Parties are obligated to fully compensate each other for damages caused by failure to fulfill or improper fulfillment of their obligations arising from this Agreement, legal acts, or good customs.

9.2. A Party is responsible for damage caused by the activities of their representative (a member of the management board or a substituting body or another person representing them) and persons whom they use for the fulfillment of their obligation, including especially employees, servants, representatives, or agents, in the same way as for damage caused by their own activities.

9.3. The Lessee bears full and unconditional responsibility for the preservation of the Equipment from the moment of transfer of possession from the Lessor until the return of the Equipment to the Lessor. The destruction, loss, or damage of the Equipment for reasons not dependent on the Lessee is not a basis for reducing or releasing the Lessee from liability, except in the case of force majeure circumstances in accordance with Chapter 10.

9.4. In case of loss, becoming unusable, or for any other reason that has reduced the value of the Equipment compared to normal wear and tear and proper use, the Lessee is obligated to pay the Lessor compensation in an amount corresponding to the retail price of a similar new Equipment.

9.5. If the Lessee delays returning the Equipment to the Lessor, they are obligated to pay the Lessor, in addition to the rent, a penalty of 1% (one percent) of the daily rental rate for each hour of delay in return. The payment of the penalty does not limit the Lessor's right to demand compensation for other damages in addition to the penalty.

9.6. If the Lessee materially violates obligations arising from this Agreement, the Lessor has the right to demand from the Lessee, in addition to compensation for damages, payment of a penalty in an amount corresponding to 20% of the value of the Equipment.

10. FORCE MAJEURE

10.1. Failure to fulfill or improper fulfillment of obligations arising from the Agreement shall not be considered a breach of the Agreement if it has been caused by force majeure.

10.2. Force majeure means a circumstance that the obligated Party could not influence and, based on the principle of reasonableness, could not be expected to take into account, avoid, or overcome the hindering circumstance or its consequence at the time of concluding the agreement or the emergence of the non-contractual obligation. Force majeure circumstances include, in particular, natural disasters, warfare, civil unrest, extensive electricity or internet outages, cyber attacks, and any other extraordinary circumstances.

10.3. The occurrence of force majeure does not release the Parties to the Agreement from the obligation to make all efforts to achieve the purpose of the Agreement, to eliminate the circumstances and consequences of force majeure, and to resume the fulfillment of the Agreement as soon as the obstacles have been removed.

10.4. The occurrence of force majeure suspends the fulfillment of the Agreement for the duration of the force majeure.

10.5. A Party wishing to refer to force majeure must notify the other party of this at the first opportunity, but not later than within 3 (three) working days from the emergence of the force majeure circumstance. The notice must describe the circumstances that the Party considers force majeure and their impact on the fulfillment of the Agreement. The occurrence of force majeure circumstances must be proven if necessary.

11. TRANSMISSION OF NOTICES

11.1. All notices between the parties related to this Agreement (statements, claims, demands) must be presented in a form that can be reproduced in writing, either by registered mail or delivered against signature, except for notices that are informative in nature and the transmission of which does not entail legal consequences.

11.2. A notice is considered to have been delivered to a party if it has been delivered against signature or the notice has been sent through a postal institution by registered mail to the address specified by the party and 5 (five) calendar days have passed since posting.

11.3. Notices referred to in clause 11.1 may be submitted electronically provided that this is done in a manner that allows permanent reproduction, and includes the name and signature of the sender of the notice.

11.4. An electronic notice is considered to have been delivered to the other party from the working day following the date of sending the e-mail if the letter has been sent to the electronic address of the party specified in this Agreement or to the e-mail address specified on their public electronic homepage.

11.5. Everyday notices related to the performance of the Agreement may be transmitted by telephone or e-mail if both Parties agree to this.

12. DATA PROTECTION

12.1. The Parties undertake to handle the personal data of the other party's representatives and employees in accordance with applicable data protection laws, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter the General Data Protection Regulation).

12.2. The Lessee's personal data shall be processed for the purpose of performing the Agreement and fulfilling obligations arising from law. The Lessor may process the Lessee's personal data also for direct marketing purposes if the Lessee has given separate consent for this.

12.3. The Lessor shall keep personal data for as long as necessary for the fulfillment of the purposes of data processing, unless the law provides for a longer retention period. Accounting documents shall be kept for the period specified by law, typically 7 years after the termination of the Agreement.

12.4. The Lessee has the right to access their personal data, demand their correction, deletion, or restrict processing in accordance with the General Data Protection Regulation. The Lessee has the right to file a complaint with the supervisory authority (Data Protection Inspectorate) if they find that their personal data has been processed in violation of legal acts.

12.5. The Parties undertake to implement appropriate technical and organizational measures to ensure the protection of personal data. The Parties undertake to ensure that their employees who process personal data are obligated to maintain the confidentiality of personal data.

12.6. Additional information on the processing of personal data can be found in the Lessor's privacy policy, which is available on the Lessor's website www.fermetech.eu and www.cidermill.eu.

13. APPLICABLE LAW AND DISPUTE RESOLUTION

13.1. This Agreement is governed by the law of the Republic of Estonia, also taking into account the requirements arising from European Union law.

13.2. Disputes arising from the Agreement shall be resolved through negotiations. In case of failure to reach an agreement, an attempt shall be made to resolve the dispute first out of court by mutual agreement between the parties.

13.3. If an agreement is not reached, then disputes shall be resolved in accordance with the procedure provided by the law of the Republic of Estonia, at the Lessor's choice, either in the county court of the location of the Lessor or the Lessee.

13.4. If the Lessee is a consumer within the meaning of European Union consumer protection legislation and their permanent residence is outside Estonia but within the European Union, they may also initiate legal proceedings against the Lessor arising from this Agreement in the courts of their country of residence.

14. OTHER CONDITIONS

14.1. The Parties consider this Agreement as the basis of their relationship during the term of the Agreement.

14.2. For issues not resolved by the Agreement, the Parties shall be guided primarily by the applicable legislation of the Republic of Estonia and the European Union.

14.3. The Parties confirm that they have read the Agreement, understood it, and the terms of the Agreement correspond to their will.

14.4. The Agreement is drawn up in the Estonian language, on three (3) pages, in two copies of equal legal force, one of which remains with the Lessee and the other with the Lessor. The Agreement may also be drawn up in other languages, but in case of disputes, the Estonian text shall prevail.

14.5. All amendments and supplements to the Agreement must be formalized in writing and signed by the Parties, unless the Parties have agreed otherwise. Written form also includes electronically signed documents.

14.6. By signing the Agreement, the Lessee confirms that they have reviewed and agree with the Lessor's current Rental Terms, which form an integral part of the Agreement.

14.7. Headings used in the Agreement are intended only to facilitate reading of the Agreement and are not taken into account when interpreting the Agreement.

14.8. If any provision of the Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions. In place of the invalid provision, a provision that complies with the requirements of legal acts and is economically closest to the provision that has become invalid shall apply.

Lessor: FERMETECH OÜ Registration code: 11646366 Address: Suur-jõe 71, 80042 Pärnu, Estonia Tel: +372 545 02075 E-mail: info@fermetech.eu

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