GENERAL RENTAL TERMS AND CONDITIONS (GRTC) – B2B FRAMEWORK

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PREAMBLE

These General Rental Terms and Conditions (hereinafter the “GRTC”) govern all rental agreements for professional wellness equipment,  (hereinafter the “Equipment”), entered into between Neo Medical Systems S.A., a company with a capital of €45,650, whose principal place of business is located at 2 rue Jean Engling, L-1466 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B148 809 (hereinafter the “Lessor”) and any natural or legal person acting in the course of their professional activity (hereinafter the “Lessee”).

ARTICLE 1: PURPOSE AND APPLICATION

These General Terms and Conditions apply exclusively to business-to-business (B2B) transactions. Their purpose is to define the terms under which the Lessor makes the Equipment specified in the specific rental/leasing agreement (hereinafter the “Agreement”) available to the Lessee. By placing an order or signing the Agreement, the Lessee fully, unreservedly, and definitively accepts these General Terms and Conditions.

ARTICLE 2: OWNERSHIP OF THE EQUIPMENT

The leased Equipment remains the exclusive, unseizable, and inalienable property of the Lessor throughout the entire term of the lease. The business Lessee is expressly prohibited from subleasing, transferring, lending, pledging, giving as collateral, or granting any real right in the Equipment to a third party without the Lessor’s prior and express written consent.

ARTICLE 3: DELIVERY, INSTALLATION, AND RETURN

1.         Delivery: The Equipment is delivered and installed by the Lessor (at the current rate or in accordance with the terms of the Contract) at the Lessee’s place of business.

2.         Handover Report: Upon completion of installation, a handover report confirming proper operation must be signed by both parties, attesting to the aesthetic and technical compliance of the Equipment.

3.         Tacit Agreement Clause Regarding Payment: By express exception, if the handover report could not be formally signed by both parties (notably due to the absence of the Lessee’s legal representative or negligence), the Lessee’s payment of the first monthly rent shall constitute a tacit, irrevocable, and unconditional agreement regarding the proper functioning, conformity, and full acceptance of the Equipment. Consequently, the Lessee may no longer invoke an apparent de fection, or technical non-conformity to suspend payment of subsequent rent.

4.         Return: Upon expiration of the Contract, for any reason whatsoever, the Lessee must return the Equipment in good condition resulting from normal use and in a clean state. Only the Lessor or a technician expressly authorized by the Lessor is authorized to dismantle, handle, and remove the equipment, at the Lessee’s expense.

ARTICLE 4: OBLIGATIONS AND LIABILITY OF THE COMMERCIAL LESSEE

1.         Professional Use: The Renter agrees to use the Equipment in accordance with its intended professional purpose, the user manuals provided, and the strict regulations applicable in the Grand Duchy of Luxembourg (in particular, legislation regarding the safety and inspection of UV tanning beds).

2.         Responsibility for Public Access: The Lessee is solely responsible for its own clientele. It is the Lessee’s responsibility to ensure that all legally required signage is displayed, to verify the age of users (minors are prohibited from using UV tanning beds), to assess skin types, and to provide information on medical contraindications for the hydromassage bed (pregnant women, heart conditions, etc.).

3.         Custody and Claims: The Lessee assumes physical and legal custody of the Equipment upon delivery. The Lessee is fully liable for damage, theft, vandalism, fire, or damage caused by misuse or negligence on the part of its staff or customers.

ARTICLE 5: MANDATORY ANNUAL MAINTENANCE AND BILLING FOR SERVICE CALLS

1.         Mandatory Annual Maintenance: For reasons of safety, legal compliance, and performance, the Equipment must undergo a mandatory technical maintenance inspection at least once a year, performed exclusively by the Lessor or a technician certified by the Lessor. The Lessee agrees to grant technicians access to its business premises upon 7 business days’ notice.

2.         Exclusion from Rent: The cost of this annual maintenance, as well as the cost of all replacement parts, wear-and-tear parts (including UV lamps, filters, tubes, etc.), and associated labor, are not included in the monthly rent and will be billed separately.

3.         Financial Terms for Maintenance:

•           Any maintenance or repair work will be preceded by a written estimate issued by the Lessor.

•           The Lessee’s approval of the estimate requires payment of a deposit equal to 50% of the total amount, including tax, before work begins or parts are ordered.

•           The remaining 50% is due immediately upon presentation of the final invoice, after the service has been completed.

ARTICLE 6: RATES, INVOICING, AND PAYMENT TERMS FOR RENT

6.1. Rental Rates

Rental rates are firm and fixed for the entire term of the Contract. No indexation applies during the initial term. All prices are exclusive of tax (excl. tax) and are subject to the Luxembourg VAT rate in effect on the date of invoicing.

6.2. Billing Frequency: In Advance

Rent is invoiced on a monthly basis in advance.

On the 15th (fifteenth) of each calendar month (M), the Lessor issues and sends the invoice covering the entire rental period for the following calendar month (M+1).

Example: The invoice for the occupancy period from October 1 to October 31 is issued on September 15.

6.3. Payment Terms and Methods

Rent invoices are payable by bank transfer or automatic bank debit (SEPA).

 The Customer has a strict payment deadline of 15 (fifteen) calendar days from the invoice date. Consequently, the full amount due must be credited to the Lessor’s bank account no later than the 1st (first) day of the relevant rental period (the 1st of the month M+1).

6.4. Late Payments and Suspension of Access

In the event of total or partial non-payment on the first day of the due period (the 1st of the upcoming month), the Lessor is entitled to take the following measures:

•           Suspension of Service: The Lessor reserves the right to remotely deactivate digital access, block the application, and suspend the use of equipment at the affected facility, without prior notice and at the Customer’s sole expense, until the balance is paid in full.

•           Automatic Penalties: In accordance with the laws governing commercial transactions, any amount not paid by the due date shall automatically, and without prior notice, result in the application of late payment interest calculated at the applicable statutory rate, as well as the imposition of a flat-rate indemnity for collection costs in the minimum amount of €40.

ARTICLE 7: EXPRESS TERMINATION CLAUSE AND FORCED REPOSSESSION (UNPAID AMOUNTS)

1.         Automatic Unilateral Termination: In the event of failure to pay all or part of a single rent payment or maintenance invoice by its due date, and fifteen (15) days after the sending of a formal notice to pay by certified mail with return receipt requested that has remained unanswered, this Lease Agreement shall be terminated automatically, unilaterally, and without the need for any additional legal formalities.

2.         Return and Forced Repossession: Upon notification of such termination, the Lessee immediately loses all legal right to use the Equipment. The Lessee agrees to allow the Lessor to enter its business premises to shut down the equipment. In the absence of voluntary return within 48 hours, the Lessor may apply to the Judge for Interim Measures at the District Court of Luxembourg to obtain an order for the immediate forced repossession of the Equipment, at the Lessee’s sole expense, risk, and peril.

3.         Commercial Late Payment Penalties: Any delay in payment shall automatically give rise, in accordance with Luxembourg law regarding the prevention of late payment in commercial transactions, to the application of late-payment interest equal to the European Central Bank (ECB) rate plus 8 percentage points, as well as a flat-rate indemnity for collection costs of €40, without prejudice to the reimbursement of all legal and bailiff’s fees incurred.

ARTICLE 8: PROFESSIONAL INSURANCE

The commercial Lessee is required to purchase and maintain in force, with an insurance company of recognized solvency, a professional liability insurance policy as well as a “Property Damage” insurance policy covering the leased Equipment at its replacement value as new (against theft, fire, machinery breakdown, and water damage). The Lessee must provide the Lessor with a valid insurance certificate prior to delivery of the equipment, and thereafter annually on the anniversary date of the Contract.

ARTICLE 9: GOVERNING LAW AND JURISDICTION

These General Terms and Conditions and the specific lease agreement are governed exclusively by Luxembourg law. In the event of any dispute or controversy relating to the formation, interpretation, performance, or termination of the Agreement, exclusive and irrevocable jurisdiction is assigned to the courts of the judicial district of Luxembourg, including in cases of summary proceedings, third-party claims, or multiple defendants.