General Terms and Conditions Geodirect B.V.
filed with the Chamber of Commerce under registration number 51485532
Article 1 – General
- These conditions apply to every offer, quotation and agreement between the private company with limited liability Geodirect B.V., hereinafter referred to as “Geodirect”, and a Counterparty, insofar as the parties have not expressly deviated from these conditions in writing.
- The present terms and conditions also apply to agreements with Geodirect, for the execution of which third parties must be involved by Geodirect.
- The applicability of any purchase or other conditions of the Counterparty is expressly rejected.
- If one or more provisions in these general terms and conditions are at any time wholly or partially invalid or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. Geodirect and the Counterparty will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the original provisions.
- If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
- If Geodirect does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Geodirect would to any extent lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
Article 2 – Quotations and offers
- All quotations and offers from Geodirect are without obligation, unless a term for acceptance has been set in the quotation. A quotation or offer lapses if the product to which the quotation or offer relates is no longer available in the meantime.
- Geodirect cannot be held to its quotations or offers if the Counterparty can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
- The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless indicated otherwise.
- If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, Geodirect is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Geodirect indicates otherwise.
- A composite quotation does not oblige Geodirect to perform part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
Article 3 – Contract duration; delivery times, implementation and amendment of the agreement
- The agreement between Geodirect and the Counterparty is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
- If a term has been agreed or specified for the completion of certain activities or for the delivery of certain items, this is never a strict deadline. If a term is exceeded, the Counterparty must therefore give Geodirect written notice of default. Geodirect must be offered a reasonable term to still implement the agreement.
- If Geodirect requires data from the Counterparty for the execution of the agreement, the implementation period will not commence until after the Counterparty has made these available to Geodirect correctly and completely.
- Delivery takes place Ex Works of Geodirect. The Counterparty is obliged to take delivery of the goods the moment they are made available to it. If the Counterparty refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Geodirect is entitled to store the goods at the expense and risk of the Counterparty.
- Geodirect has the right to have certain activities performed by third parties.
- Geodirect is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
- If the agreement is executed in phases, Geodirect may suspend the execution of those parts that belong to a following phase until the Counterparty has approved the results of the preceding phase in writing.
- If during the execution of the agreement it appears that it is necessary for a proper execution to change or supplement it, the parties will proceed to adjust the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Counterparty, of the competent authorities, etc., is changed and the agreement is changed in qualitative and/or quantitative terms as a result, this may also have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. Geodirect will provide a price quote in advance as much as possible. Furthermore, by changing the agreement, the originally stated term of execution can be changed. The Counterparty accepts the possibility of amending the agreement, including the change in price and term of execution.
- If the agreement is amended, including a supplement, Geodirect is entitled to implement it only after approval has been given by the authorized person within Geodirect and the Counterparty has agreed to the price stated for the implementation and other conditions, including the time to be determined at which time it will be implemented. Not or not immediately executing the amended agreement does not constitute a breach of contract on the part of Geodirect, nor is it a ground for the Counterparty to terminate the agreement. Without being in default, Geodirect may refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
- If the Counterparty should fail to properly fulfill its obligations towards Geodirect, the Counterparty will be liable for all damage (including costs) on the part of Geodirect as a result, whether directly or indirectly.
- If Geodirect agrees a fixed price with the Counterparty, Geodirect is nevertheless entitled to increase this price at all times without the Counterparty being entitled in that case to dissolve the agreement for that reason, if the increase in the price results from an authority or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that could not reasonably have been foreseen when the agreement was entered into.
- If the price increase, other than as a result of an amendment to the agreement, exceeds 10% and takes place within three months after the conclusion of the agreement, then only the Counterparty whom is entitled to invoke Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to terminate the agreement by means of a written statement, unless Geodirect is then still prepared to perform the agreement on the basis of what was originally agreed, or if the price increase results from a power or an obligation resting on Geodirect under the law or if it has been stipulated that the delivery will take place more than three months after the purchase.
Article 4 – Suspension, dissolution and early termination of the agreement
- Geodirect is authorized to suspend the fulfillment of its obligations or to dissolve the agreement if:
the Counterparty does not, not fully or not timely fulfill the obligations under the agreement;
circumstances that have come to the attention of Geodirect after the agreement has been concluded give good grounds to fear that the Counterparty will not fulfill its obligations;
the Counterparty was requested to provide security for the fulfillment of its obligations under the agreement when concluding the agreement and this security is not provided or is insufficient;if, due to the delay on the part of the Counterparty, Geodirect can no longer be expected to fulfill the agreement under the originally agreed conditions, Geodirect is entitled to dissolve the agreement.
- Furthermore, Geodirect is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected of Geodirect.
- If the agreement is dissolved, Geodirect’s claims against the Counterparty are immediately due and payable. If Geodirect suspends the fulfillment of its obligations, it will retain its rights under the law and the agreement.
- If Geodirect proceeds to suspension or dissolution, it is in no way obliged to compensate damage and costs incurred in any way.
- If the dissolution is attributable to the Counterparty, Geodirect is entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.
- If the Counterparty does not fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, Geodirect is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, while the Counterparty, by virtue of breach of contract, is obliged to pay compensation or indemnification.
- If the agreement is terminated prematurely by Geodirect, Geodirect will arrange for the transfer of work still to be performed to third parties in consultation with the Counterparty. This unless the termination is attributable to the Counterparty. If the transfer of the work entails additional costs for Geodirect, these will be charged to the Counterparty. The Counterparty is obliged to pay these costs within the aforementioned term, unless Geodirect indicates otherwise.
- In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment – if and insofar as the attachment is not lifted within three months – at the expense of the Counterparty, of debt restructuring or any other circumstance as a result of which the Counterparty can no longer freely can dispose of its assets, Geodirect is free to terminate the agreement with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnification. In that case, Geodirect’s claims against the Counterparty are immediately due and payable.
- If the Counterparty cancels an order placed in whole or in part, the goods ordered or prepared for it, plus any delivery, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Counterparty.
Article 5 – Force majeure
- Geodirect is not obliged to fulfill any obligation towards the Counterparty if it is prevented from doing so as a result of a circumstance that is not due to fault, and is not for its account under the law, a legal act or generally accepted standards.
- In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, over which Geodirect has no influence, but as a result of which Geodirect is unable to fulfill its obligations. Work strikes in the company of Geodirect or of third parties included. Geodirect also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Geodirect should have fulfilled its obligation.
- Geodirect can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than three months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the Counterparty.
- Insofar as Geodirect has partially fulfilled or will be able to fulfill its obligations under the agreement at the time of the occurrence of force majeure and the part fulfilled or to be fulfilled has independent value, Geodirect is entitled to separately fulfill the part already fulfilled or to be fulfilled to invoice. The Counterparty is obliged to pay this invoice as if it were a separate agreement.
Article 6 – Payment and collection costs
- Payment must be made within 14 days of the invoice date, in a manner to be indicated by Geodirect in the currency in which the invoice was made, unless otherwise indicated in writing by Geodirect. Geodirect is entitled to invoice periodically.
- If the Counterparty fails to pay an invoice on time, the Counterparty is legally in default. The Counterparty will then owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due and payable will be calculated from the time that the Counterparty is in default until the time of payment of the full amount owed.
- Geodirect has the right to have the payments made by the Counterparty go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest.
- Geodirect may, without being in default as a result, refuse an offer of payment if the Counterparty designates a different order for the allocation of the payment. Geodirect can refuse full repayment of the principal if the outstanding and current interest and collection costs are not also paid.
- The Counterparty is never entitled to set off the amount owed by it to Geodirect.
- Objections to the amount of an invoice do not suspend the payment obligation. The Counterparty who cannot invoke Section 6.5.3 (Articles 231 to 247 Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
- If the Counterparty is in default or in default in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Counterparty. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if Geodirect has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Counterparty. The Counterparty also owes interest on the collection costs owed.
Article 7 – Retention of title
- All goods delivered by Geodirect in the context of the agreement remain the property of Geodirect until the Counterparty has properly fulfilled all obligations arising from the agreement(s) concluded with Geodirect.
- 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 or in any other way encumber the items subject to retention of title.
- The Counterparty must always do everything that can reasonably be expected of it to safeguard Geodirect’s property rights.
- If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the Counterparty is obliged to inform Geodirect thereof immediately.
- The Counterparty is obliged to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to Geodirect on first request. Geodirect is entitled to these tokens if the insurance is paid out. To the extent necessary, the Counterparty undertakes in advance towards Geodirect to cooperate with everything that may (prove to) be necessary or desirable in that context.
- In the event that Geodirect wishes to exercise its property rights referred to in this article, the Counterparty grants in advance unconditional and irrevocable permission to Geodirect and third parties to be designated by Geodirect to enter all those places where Geodirect’s property is located and to return those items.
Article 8 – Warranties, research and complaints, limitation period
- The goods to be delivered by Geodirect meet the usual requirements and standards that can reasonably be set 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 items intended for use within the Netherlands. When used outside the Netherlands, the Counterparty itself must verify whether its use is suitable for use there and whether it meets the conditions set for it. In that case, Geodirect can set other guarantee and other conditions with regard to the goods to be delivered or work to be performed.
- The warranty referred to in paragraph 1 of this article applies for a period of 3 months after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the warranty provided by Geodirect concerns an item that was produced by a third party, the warranty is limited to that provided by the producer of the item, unless stated otherwise.
- Any form of warranty will lapse if a defect has arisen as a result of or arises from injudicious or improper use thereof or use after the best-before date, incorrect storage or maintenance thereof by the Counterparty and/or by third parties when, without the written permission of Geodirect, the Counterparty or third parties have made or attempted to make changes to the item, other items have been attached to it that should not be attached thereto, or if these have been processed or processed in a manner other than the prescribed one. The Counterparty is also not entitled to a warranty if the defect is caused by or is the result of circumstances beyond Geodirect’s control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
- The Counterparty is obliged to inspect the delivered goods (or have them examined), immediately at the moment that the goods are made available to it or the relevant work has been carried out. In doing so, the Counterparty should investigate whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported to Geodirect in writing within seven days of delivery. Any non-visible defects must be reported to Geodirect in writing immediately, but in any event no later than fourteen days after discovery. The report must contain as detailed a description as possible of the defect, so that Geodirect is able to respond adequately. The Counterparty must give Geodirect the opportunity to investigate a complaint or have it investigated.
- If the Counterparty makes a timely complaint, this does not suspend its payment obligation. In that case, the Counterparty also remains obliged to purchase and pay for the otherwise ordered goods.
- If a defect is reported later, the Counterparty is no longer entitled to repair, replacement or compensation.
- If it is established that a good is defective and a complaint has been made in due time, Geodirect will return the defective good within a reasonable period after receipt thereof or, if return is not reasonably possible, a written notification with regard to the defect by the Counterparty. At the option of the Counterparty Geodirect can replace or arrange for its repair or pay replacement compensation for it to the Counterparty. In the event of replacement, the Counterparty is obliged to return the replaced item to Geodirect and to transfer ownership thereof to Geodirect, unless Geodirect indicates otherwise.
- If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by Geodirect as a result, will be borne in full by the Counterparty.
- After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Counterparty.
- Contrary to the statutory limitation periods, the limitation period for all claims and defenses against Geodirect and the third parties involved by Geodirect in the execution of an agreement is one year.
Article 9 – Liability
- Geodirect’s liability is limited to payment of what it has assumed pursuant to the guarantee as referred to in Article 8. Any further liability, either for direct or indirect damage, costs and interests or (in)direct damage caused by an employee of Geodirect or a third party engaged by Geodirect, is expressly excluded, barring intent and/or gross negligence.
- The Counterparty indemnifies Geodirect against any possible liability towards third parties arising from or in connection with deliveries and/or services provided by Geodirect for the Counterparty.
- Geodirect is not liable for damage that arises because the delivered goods do not meet the statutory or other government requirements for the use of these goods.
- Geodirect accepts no liability for damage caused during transport. Goods can be insured during transport at the request of the Counterparty and at the expense of the Counterparty.
Article 10 – Transfer of risk
- The risk of loss, damage or depreciation is transferred to the Counterparty at the moment when goods are brought under the control of the Counterparty.
Article 11 – Indemnification
- The Counterparty indemnifies Geodirect against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to others than Geodirect.
- If Geodirect should be held liable for this by third parties, the Counterparty is obliged to assist Geodirect both in and out of court and to immediately do everything that may be expected of it in that case. Should the Counterparty fail to take adequate measures, Geodirect is entitled to do so itself without notice of default. All costs and damage on the part of Geodirect and third parties arising as a result will be entirely at the expense and risk of the Counterparty.
Article 12 – Intellectual property
- Geodirect reserves the rights and powers to which it is entitled under the Dutch Copyright Act and other intellectual laws and regulations. Geodirect has the right to use the knowledge gained by the execution of an agreement for other purposes, insofar as no strictly confidential information of the Counterparty is disclosed to third parties.
- The Counterparty is not permitted to disclose, copy, imitate and/or make the information referred to in Article 2 public.
- The Counterparty is not permitted to sell, rent, alienate, transfer (the right to use) software and/or other software, transfer it as security or transfer it to third parties or change it.
Article 13 – Obligations of the Counterparty
- The Counterparty will provide Geodirect with all cooperation and facilities that are necessary and customary for the execution of the agreement. The Counterparty will take appropriate measures to prevent damage to instruments, systems, other items or persons. The Counterparty will fully inform the Geodirect employees on site about safety regulations and other precautions and about hazardous areas and substances present at their premises.
- Damage that arises because the provisions of Article 13.1 have not been complied with or not in time are for the account of the Counterparty.
- If, due to a cause attributable to the Counterparty, Geodirect is unable to start or continue its activities at a time agreed by the parties, the waiting times and/or costs incurred in vain as a result of this can be passed on to the Counterparty.
Article 14 – Applicable law and disputes
- All legal relationships to which Geodirect is a party are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- The court in Geodirect’s place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Geodirect has the right to submit the dispute to the competent court according to the law.
- The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Article 15 – Location and change of conditions
- These conditions have been filed with the Chamber of Commerce under registration number 51485532.
- The most recently filed version or the version that applied at the time of the establishment of the legal relationship with Geodirect is always applicable.
- The Dutch text of the general terms and conditions is always decisive for the explanation thereof.