Terms and conditions

Article 1 – General

1. These terms and conditions apply to every offer, quotation, and agreement between the private limited liability company GeoDirect B.V., hereinafter referred to as “GeoDirect,” and a counterparty, unless the parties have expressly and explicitly deviated from these terms in writing.
2. These terms and conditions also apply to agreements with GeoDirect where third parties must be engaged by GeoDirect for the performance of the agreement.
3. The applicability of any purchase conditions or other terms of the counterparty is expressly rejected.
4. If one or more provisions of these terms and conditions are at any time wholly or partially null and void or are annulled, the remaining provisions of these terms and conditions shall remain fully in force. GeoDirect and the counterparty shall then consult with each other in order to agree on new provisions to replace the null or annulled provisions, taking into account as much as possible the purpose and intent of the original provisions.
5. If a situation arises between the parties that is not governed by these terms and conditions, such situation shall be assessed in accordance with the spirit of these terms and conditions.
6. If GeoDirect does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable or that GeoDirect would in any way forfeit the right to demand strict compliance with these provisions in other cases

Article 2 – Offers and quotations

1. All quotations and offers issued by GeoDirect are without obligation, unless a period for acceptance is stated in the quotation. A quotation or offer shall lapse if the product to which the quotation or offer relates is no longer available in the meantime
2. GeoDirect cannot be held to its quotations or offers if the counterparty could reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the agreement, including travel and accommodation, shipping, and administrative costs, unless stated otherwise.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, GeoDirect shall not be bound thereby. In such case, the agreement shall not be concluded in accordance with this deviating acceptance, unless GeoDirect indicates otherwise.
5. A composite price quotation does not oblige GeoDirect to perform part of the assignment for a corresponding portion of the stated price. Offers or quotations do not automatically apply to future orders.
   
   
   

Article 3 – Contract duration; delivery periods, performance, and amendment of the agreement

1. The agreement between GeoDirect and the counterparty is entered into for an indefinite period, unless the nature of the agreement implies otherwise or the parties expressly agree otherwise in writing.
2. If a period has been agreed or specified for the completion of certain activities or for the delivery of certain goods, such period shall never be a strict deadline. In the event of exceeding such period, the counterparty must therefore give GeoDirect written notice of default. GeoDirect must then be granted a reasonable period to still perform the agreement.
   
   
   
3. If GeoDirect requires information from the counterparty for the performance of the agreement, the performance period shall not commence until the counterparty has provided such information to GeoDirect correctly and in full.
4. Delivery shall take place ex works from GeoDirect’s premises. The counterparty is obliged to take delivery of the goods at the moment they are made available to them. If the counterparty refuses to take delivery or fails to provide information or instructions necessary for delivery, GeoDirect is entitled to store the goods at the expense and risk of the counterparty.
5. GeoDirect has the right to have certain activities performed by third parties.
6. GeoDirect is entitled to perform the agreement in phases and to invoice the portion performed separately.
7. If the agreement is performed in phases, GeoDirect may suspend the performance of those parts belonging to a subsequent phase until the counterparty has approved the results of the preceding phase in writing.
8. If, during the performance of the agreement, it becomes apparent that proper performance requires the agreement to be amended or supplemented, the parties shall proceed to adjust the agreement in a timely manner and by mutual consultation. If the nature, scope, or content of the agreement is amended, whether or not at the request or instruction of the counterparty or of competent authorities, and the agreement is thereby altered in qualitative and/or quantitative terms, this may also affect what was originally agreed. As a result, the originally agreed amount may be increased or decreased. GeoDirect shall, as far as possible, provide a price indication in advance. An amendment to the agreement may also result in a change to the originally specified period for performance. The counterparty accepts the possibility that the agreement may be amended, including changes to the price and the period for performance.
   
   
   
9. If the agreement is amended, including any supplement thereto, GeoDirect shall be entitled to commence performance only after approval has been granted by the duly authorized person within GeoDirect and the counterparty has agreed to the price and other conditions specified for the performance, including the time at which performance will take place. Failure to perform, or not immediately performing, the amended agreement shall not constitute a breach of contract by GeoDirect, nor shall it entitle the counterparty to terminate the agreement. Without thereby being in default, GeoDirect may refuse a request to amend the agreement if such amendment could have qualitative and/or quantitative consequences, for example for the activities to be performed or the goods to be delivered in that context.
10. If the counterparty fails to properly fulfill its obligations toward GeoDirect, the counterparty shall be liable for all damage (including costs) incurred by GeoDirect as a direct or indirect result thereof.
    
    
    
11. If GeoDirect agrees a fixed price with the counterparty, GeoDirect shall nevertheless at all times be entitled to increase this price without the counterparty being entitled, in such case, to dissolve the agreement on that ground, if the price increase results from a power or obligation under statutory provisions or regulations, or is caused by an increase in the price of raw materials, wages, and the like, or on other grounds that were not reasonably foreseeable at the time the agreement was concluded.
12. If the price increase, other than as a result of an amendment to the agreement, exceeds 10% and occurs within three months after the conclusion of the agreement, only the counterparty who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code shall be entitled to dissolve the agreement by written notice, unless GeoDirect is willing to perform the agreement on the basis of the originally agreed terms, or if the price increase results from a statutory power or obligation incumbent on GeoDirect, or if it has been agreed that delivery shall take place more than three months after the purchase.
    
    
    

Article 4 – Suspension, termination, and interim cancellation of the agreement

1. GeoDirect is entitled to suspend the performance of its obligations or to terminate the agreement if the counterparty fails to fulfill its obligations under the agreement, fails to do so in full, or fails to do so in a timely manner.

   After the conclusion of the agreement, circumstances become known to GeoDirect that give good reason to fear that the counterparty will not fulfill its obligations.

   If, upon entering into the agreement, the counterparty was requested to provide security for the fulfillment of its obligations under the agreement and such security is not provided or is insufficient.

   If, due to a delay on the part of the counterparty, GeoDirect can no longer reasonably be expected to perform the agreement under the originally agreed conditions, GeoDirect shall be entitled to terminate the agreement.

2. Furthermore, GeoDirect is entitled to terminate the agreement if circumstances arise that are of such a nature that performance of the agreement is impossible, or if other circumstances arise that are of such a nature that maintaining the agreement unchanged cannot reasonably be required of GeoDirect.
3. If the agreement is terminated, all claims of GeoDirect against the counterparty shall become immediately due and payable. If GeoDirect suspends the performance of its obligations, it shall retain its rights under the law and the agreement.
4. If GeoDirect proceeds to suspension or termination, it shall not be obliged in any way to compensate any damage or costs arising therefrom in any manner whatsoever.
5. If the termination is attributable to the counterparty, GeoDirect shall be entitled to compensation for the damage, including costs, incurred as a direct or indirect result thereof.
6. If the counterparty fails to fulfill its obligations arising from the agreement and such failure justifies termination, GeoDirect shall be entitled to terminate the agreement immediately and with immediate effect, without any obligation on its part to pay any compensation or indemnification, while the counterparty shall, due to breach of contract, be obliged to pay compensation or indemnification.
7. If the agreement is terminated prematurely by GeoDirect, GeoDirect shall, in consultation with the counterparty, arrange for the transfer of any remaining activities to third parties, unless the termination is attributable to the counterparty. If the transfer of the activities results in additional costs for GeoDirect, such costs shall be charged to the counterparty. The counterparty is obliged to pay these costs within the specified period, unless GeoDirect indicates otherwise.
8. In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment of assets—if and insofar as such attachment is not lifted within three months—against the counterparty, debt restructuring, or any other circumstance whereby the counterparty is no longer able to freely dispose of its assets, GeoDirect shall be entitled to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnification. In such case, all claims of GeoDirect against the counterparty shall become immediately due and payable.
9. If the counterparty cancels a placed order in whole or in part, the goods ordered or prepared for that order, together with any inbound, outbound, and delivery costs thereof, as well as the labor time reserved for the performance of the agreement, shall be charged in full to the counterparty.

Article 5 – Force majeure

1. GeoDirect shall not be obliged to fulfill any obligation toward the counterparty if it is prevented from doing so as a result of a circumstance that is not attributable to fault and for which GeoDirect is not responsible under the law, a legal act, or generally accepted standards in commerce.
2. For the purposes of these terms and conditions, force majeure shall be understood to include, in addition to what is understood in this respect under the law and case law, all external causes, foreseen or unforeseen, over which GeoDirect has no control, but which prevent GeoDirect from fulfilling its obligations. This includes strikes within GeoDirect’s company or those of third parties. GeoDirect shall also be entitled to invoke force majeure if the circumstance that prevents (further) performance of the agreement arises after GeoDirect should have fulfilled its obligation.
3. GeoDirect may suspend its obligations under the agreement for the duration of the force majeure situation. If this period lasts longer than three months, either party shall be entitled to terminate the agreement without any obligation to compensate the other party for damages.
   
   
   
4. To the extent that GeoDirect has already partially fulfilled its obligations under the agreement at the time the force majeure situation arises, or will be able to fulfill them, and the fulfilled or to-be-fulfilled part has independent value, GeoDirect shall be entitled to invoice the fulfilled or to-be-fulfilled part separately. The counterparty is obliged to pay this invoice as if it were a separate agreement.

Article 6 – Payment and collection costs

1. Payment must be made within 14 days of the invoice date, in the manner indicated by GeoDirect and in the currency invoiced, unless GeoDirect specifies otherwise in writing. GeoDirect is entitled to issue periodic invoices.
   
   
   
2. If the counterparty fails to make timely payment of an invoice, the counterparty shall be in default by operation of law. In such case, the counterparty shall owe interest at a rate of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. Interest on the amount due shall be calculated from the moment the counterparty is in default until the moment full payment of the amount owed has been made.
3. GeoDirect has the right to apply payments made by the counterparty first toward the costs, then toward the outstanding interest, and finally toward the principal sum and the accrued interest.
   
   
   
4. GeoDirect may, without thereby being in default, refuse an offer of payment if the counterparty designates a different order for the allocation of the payment. GeoDirect may refuse full repayment of the principal amount if the outstanding and accrued interest and collection costs are not paid at the same time.
5. The counterparty is never entitled to set off any amounts owed by it to GeoDirect.
6. Objections to the amount of an invoice do not suspend the payment obligation. The counterparty who is not entitled to invoke Section 6.5.3 (Articles 231 through 247 of Book 6 of the Dutch Civil Code) is likewise not entitled to suspend payment of an invoice for any other reason.
7. If the counterparty is in default or in breach of its obligations (including timely performance), all reasonable costs incurred to obtain payment out of court shall be borne by the counterparty. The extrajudicial collection costs shall be calculated in accordance with what is customary in Dutch collection practice, currently the calculation method pursuant to the Report Voorwerk II. However, if GeoDirect has incurred higher collection costs that were reasonably necessary, the actual costs incurred shall be eligible for reimbursement. Any judicial and enforcement costs incurred shall also be recovered from the counterparty. The counterparty shall also owe interest on the collection costs due.
   
   
   

Article 7 – Retention of title

1. All goods delivered by GeoDirect in connection with the agreement shall remain the property of GeoDirect until the counterparty has fully and properly fulfilled all obligations arising from the agreement(s) concluded with GeoDirect.
2. Goods delivered by GeoDirect that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The counterparty is not authorized to pledge the goods subject to retention of title or to encumber them in any other way
3. The counterparty must at all times do everything that may reasonably be expected of it to safeguard GeoDirect’s ownership rights.
4. If third parties levy attachment on goods delivered under retention of title or wish to establish or assert rights thereto, the counterparty is obliged to inform GeoDirect immediately.
5. The counterparty undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage, as well as against theft, and to make the insurance policy available to GeoDirect for inspection upon first request. In the event of any insurance payout, GeoDirect shall be entitled to receive such proceeds. To the extent necessary, the counterparty hereby undertakes in advance to cooperate with GeoDirect in everything that may be necessary or desirable in this context.
6. 
   In the event that GeoDirect wishes to exercise its ownership rights as referred to in this article, the counterparty hereby grants GeoDirect and any third parties designated by GeoDirect unconditional and irrevocable consent in advance to enter all locations where GeoDirect’s property is located and to repossess such goods.
   

Article 8 – Warranties, inspection and complaints, limitation period

1. The goods to be delivered by GeoDirect shall meet the customary requirements and standards that may reasonably be imposed at the time of delivery and for which they are intended under normal use in the Netherlands. The warranty referred to in this article applies to goods intended for use within the Netherlands. In the event of use outside the Netherlands, the counterparty must verify for itself whether such use is suitable for use there and complies with the applicable conditions. In such cases, GeoDirect may impose different warranty and other conditions with respect to the goods to be delivered or the services to be performed.
2. The warranty referred to in paragraph 1 of this article applies for a period of three months after delivery, unless the nature of the goods delivered implies otherwise or the parties have agreed otherwise. If the warranty provided by GeoDirect relates to goods produced by a third party, the warranty shall be limited to the warranty provided by the manufacturer of those goods, unless stated otherwise.
3. Any form of warranty shall lapse if a defect arises as a result of, or is caused by, improper or incorrect use, use after the expiration date, incorrect storage or maintenance by the counterparty and/or by third parties, or if, without GeoDirect’s written consent, the counterparty or third parties have made or attempted to make modifications to the goods, have attached other items that should not be attached thereto, or have processed or treated the goods in a manner other than prescribed. The counterparty shall likewise have no right to a warranty if the defect arises from or is the result of circumstances beyond GeoDirect’s control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), and the like.
4. The counterparty is obliged to inspect, or have inspected, the delivered goods immediately at the moment the goods are made available to it or the relevant activities have been performed. In doing so, the counterparty must examine whether the quality and/or quantity of the delivered goods corresponds with what has been agreed and meets the requirements agreed upon by the parties in that respect. Any visible defects must be reported to GeoDirect in writing within seven days after delivery. Any non-visible defects must be reported to GeoDirect in writing immediately after discovery, but in any event no later than fourteen days thereafter. The notification must contain as detailed a description of the defect as possible, so that GeoDirect is able to respond adequately. The counterparty must give GeoDirect the opportunity to investigate the complaint (or have it investigated).
   
   
   
5. If the counterparty submits a complaint in a timely manner, this does not suspend its payment obligation. In such case, the counterparty also remains obliged to take delivery of and pay for the goods ordered.
6. If a defect is reported at a later stage, the counterparty shall no longer be entitled to repair, replacement, or compensation.
7. If it has been established that a product is defective and a complaint has been submitted in a timely manner, GeoDirect shall, at its discretion, replace the defective product or arrange for its repair within a reasonable period after receipt of the returned product, or, if return is not reasonably possible, after written notification of the defect by the counterparty, or provide a replacement compensation to the counterparty. In the event of replacement, the counterparty is obliged to return the replaced product to GeoDirect and transfer ownership thereof to GeoDirect, unless GeoDirect indicates otherwise.
   
   
   
8. If it is established that a complaint is unfounded, all costs incurred as a result thereof, including investigation costs incurred by GeoDirect, shall be borne in full by the counterparty.
9. After expiry of the warranty period, all costs for repair or replacement, including administrative, shipping, and call-out costs, shall be charged to the counterparty.
10. By way of derogation from the statutory limitation periods, the limitation period for all claims and defenses against GeoDirect and any third parties engaged by GeoDirect in the performance of an agreement shall be one year.
    
    
    

Article 9 – Liability

1. GeoDirect’s liability is limited to the fulfillment of its obligations under the warranty as referred to in Article 8. Any further liability, whether for direct or indirect damage, costs, or interest, or for (in)direct damage caused by an employee of GeoDirect or a third party engaged by GeoDirect, is expressly excluded, except in cases of intent and/or gross negligence.
2. The counterparty indemnifies GeoDirect against any and all liability toward third parties arising from or related to deliveries and/or services performed by GeoDirect for the benefit of the counterparty.
3. GeoDirect shall not be liable for any damage arising from the fact that the delivered goods do not comply with statutory requirements or other requirements imposed or to be imposed by government authorities regarding the use of such goods.
4. GeoDirect accepts no liability for damage arising during transport. Goods may be insured during transport at the request and expense of the counterparty.

Article 10 – Transfer of risk

1. The risk of loss, damage, or depreciation shall pass to the counterparty at the moment the goods are placed under the control of the counterparty.
   
   
   

Article 11 – Indemnification

1. The counterparty indemnifies GeoDirect against any claims by third parties who suffer damage in connection with the performance of the agreement, where such damage is attributable to causes other than GeoDirect.
2. If GeoDirect is held liable by third parties in this respect, the counterparty shall be obliged to assist GeoDirect both out of court and in legal proceedings and to immediately do everything that may reasonably be expected of it in such case. If the counterparty fails to take adequate measures, GeoDirect shall be entitled, without prior notice of default, to take such measures itself. All costs and damages incurred as a result by GeoDirect and third parties shall be borne entirely at the expense and risk of the counterparty.

Article 12 – Intellectual property

1. GeoDirect reserves all rights and powers vested in it under the Dutch Copyright Act (Auteurswet) and other intellectual property laws and regulations. GeoDirect is entitled to use the knowledge acquired through the performance of an agreement for other purposes as well, provided that no strictly confidential information of the counterparty is disclosed to third parties.
2. The counterparty is not permitted to disclose, copy, reproduce, and/or make available to third parties the data referred to in Article 2.
3. The counterparty is not permitted to sell, rent, transfer, pledge, assign to third parties, or modify (the right of use of) software and/or other programs.
   
   
   

Article 13 – Obligations of the counterparty

1. The counterparty shall provide GeoDirect with all cooperation and facilities that are necessary and customary for the performance of the agreement. To prevent damage to instruments, systems, other property, or persons, the counterparty shall take appropriate measures. The counterparty shall fully inform GeoDirect’s employees on site of safety regulations and other precautionary measures, as well as of any hazardous areas and substances present.
2. Any damage arising from failure to comply, or failure to comply in a timely manner, with the provisions set out in Article 13.1 shall be borne by the counterparty.
3. If, due to a cause attributable to the counterparty, GeoDirect is unable to commence or continue its activities at the time agreed by the parties, any waiting time and/or costs incurred in vain as a result may be charged to the counterparty.

Article 14 – Applicable law and disputes

1. Dutch law shall exclusively apply to all legal relationships to which GeoDirect is a party, even if an obligation is performed wholly or partly abroad or if the party involved in the legal relationship is domiciled there. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
   
   
   
2. The court in the place of establishment of GeoDirect shall have exclusive jurisdiction to hear disputes, unless mandatory law provides otherwise. Notwithstanding the foregoing, GeoDirect shall be entitled to submit the dispute to the court having jurisdiction under the law.
   
   
   
3. The parties shall only resort to the courts after they have made every reasonable effort to resolve a dispute through mutual consultation.
   
   
   

Article 15 – Filing and amendment of terms and conditions

1. These terms and conditions have been filed with the Chamber of Commerce under registration number 51485532.
2. The most recently filed version shall always apply, or the version that was in force at the time the legal relationship with GeoDirect was established.
   
3. The Dutch text of these terms and conditions shall at all times be decisive for their interpretation.