85 Please see our current prices at www.geosystemsinternational.com GSI GEO SYSTEMS INTERNATIONAL General Terms and Conditions 01. GENERAL These general terms and conditions apply to all offers and agreements entered into, proposed, or accepted by Geo Systems International BV, with its registered office at Leo Baekelandlaan 5209, 3900 Pelt, Belgium, registered in the Crossroads Bank for Enterprises under number 0804.350.229 (Antwerp Register of Legal Entities, Turnhout division), hereinafter the “Company”. The Company accepts no other general terms and conditions, even if it has not expressly stated this upon receipt thereof. 02. INFORMATION The information that the Company makes available regarding its products and/or services via general channels such as brochures, catalogues, leaflets, photos, social media, website, price lists, drawings accompanying quotations, etc., is for illustrative purposes only and is not binding. The Company is bound solely by information that it accurately endorses in the agreement and to which the CE marking applies. The customer confirms, prior to entering into this agreement, to have been sufficiently informed about the product specifications and/or the content of the services. A quotation, order confirmation, or delivery agreement drawn up by the Company is always based on the information received from the customer. Therefore, only the customer is responsible for incomplete or incorrect information and all costs or price adjustments resulting therefrom. 03. EMAIL The customer accepts that he will be communicated with via the email address provided by him. 04. QUOTATIONSORDERS Quotations must be accepted in writing by the customer within eight (8) working days. During this period, the Company may still cancel or modify a quotation. Delivery times are always given as an approximation. Quotations are always drawn up in euros and relate solely to net prices, excluding taxes of any kind, transport costs, packaging and assembly costs, storage costs, and/or any other costs. The Company is entitled to pass on the handling and transport costs charged to it to the customer. Once a quotation has been accepted by the customer, it can no longer be cancelled or modified. If the customer cancels an order, the customer shall fully indemnify the Company for all costs and damages caused thereby, to the fullest extent. For custom-made goods, the full price must be paid; for generic goods, all incurred costs are charged, as well as a margin loss estimated at a flat rate of 30% of the total price included in the quotation. 05. PRICE ADJUSTMENTS After the conclusion of the agreement, the Company may adjust prices in the event of demonstrable increases of at least 5% in any or any of the following costs: call-out charges, installation costs, exchange costs, return costs, administrative costs, levies, raw material and/or energy prices, packaging costs and, in general, all costs charged to the Company by third parties. The company will inform the customer of this in advance. The customer is bound by this. 06. DELIVERY Unless otherwise agreed, the goods are delivered within the European Union Ex Works (Incoterms 2020). Deliveries outside the European Union are FCA (Incoterms 2020). Partial deliveries are always permitted. Transport is always carried out at the customer's risk, even when the Company arranges the transport. The Customer shall reimburse the Company for costs incurred due to the inability to deliver at the agreed or indicated time and/or the agreed or indicated place, with a minimum of 500 euros (excluding VAT). If the customer has incurred an attributable delay of more than three (3) months with respect to the final execution period, the Company is entitled to invoice all services already and reserves the right to reassess the agreement. 07. QUALITY OF THE DELIVERED GOODS/SERVICES The Company guarantees that the delivered goods are in conformity with the specifications as agreed and that the goods are fit for the intended use, taking into account their usual lifespan and the usage and maintenance instructions. The Company accepts no liability for color deviations not exceeding color nuances, which are at the discretion of the Company. The customer cannot derive the right to refuse delivery from this. In special cases, the Company reserves the right to modify the design and, in the event of a shortage of raw materials, to use other materials, unless the customer objects thereto by giving reasoned written notice to the Company. In the event of a proven and timely reported defect in the product and/or faulty service provision, the Company's liability shall in all cases be limited to replacement of the defective product and/or – in the case of service provision – to a maximum of the invoice amount of the relevant service. In the event that this clause is found to be invalid, compensation is expressly limited to the amount paid out by the insurance in the relevant case, plus the seller's deductible. In no case may the customer claim additional damages (except in the event of fraud and/or intentional gross negligence). In the event of a product replacement, the Company may take back the replaced product, and it shall become its property. 08. ACCEPTANCE OF THE DELIVERED GOODS The customer must inspect the received goods and inform the Company of any visible defects no later than twenty-four (24) hours after delivery. The customer is expected to handle the packaging material and/or surface protection films, the instructions, and the CE safety condition of the delivered goods with care in the context of this inspection. Hidden defects must be reported to the Company no later than one (1) week after the time when they should reasonably have been discovered. The Company has the right to have the defects checked by its own personnel. In the absence of timely notification, the visible and/or hidden defects shall be deemed accepted. 09. RETURNS If the Company agrees to a return of the goods, the following applies in any event: In the event of the return of goods where the delivery date was more than two (2) weeks ago, 10% of the original invoice amount will be withheld. Goods that have been wholly or partially processed, damaged goods and packaged goods, where the packaging is missing or damaged, and where the delivery date is more than two (2) months ago, cannot be returned. If the customer chooses to have the transport handled by the Company, the transport costs will be charged to the customer. In the event that the Company is responsible for an incorrect delivery, the Company shall pay the transport costs. In the event that the goods are not ready for collection at the agreed time, the incurred transport costs will be charged to the customer. 10. CORRECT USE OF THE PRODUCTS The customer must use and maintain the delivered products in accordance with their intended use. The products for which the Company provides services (being repair, installation, replacement of the products or other) may not be repaired, disassembled or modified by anyone other than the Company. 11. TRANSFER OF OWNERSHIP AND RISK Ownership of the delivered goods passes only upon full payment. The risk passes to the customer upon delivery. If shipment is delayed due to unforeseen circumstances beyond the control of the Company, the risk passes to the customer upon notification of readiness for shipment. The customer is obliged to disclose to third parties that the goods are the property of the Company as long as they have not been fully paid for. Furthermore, the customer may not pledge the goods, transfer ownership, or grant any other right thereto to third parties as long as ownership has not yet passed to the customer. The Company undertakes, at its own discretion, to repair or replace the delivered goods or parts thereof before the risk passes. 12. PAYMENTS The Company's invoices are payable after the invoice date to the account number indicated by it, in cash, unless otherwise stipulated in the quotation and/or order confirmation. In the event of partial shipments, the Company is entitled to invoice these partial shipments separately. Invoices are deemed to be accepted unless they are disputed within seven (7) working days after dispatch. In the event of late payment, interest shall be due from the invoice due date, without prior notice of default being required, calculated in accordance with the Law on Combating Late Payments in Commercial Transactions of 2 August 2002, as amended from time to time, as well as a fixed compensation amounting to 10% of the invoice amount, with a minimum of 100 euros. By paying one invoice late, the customer loses the benefit of the payment deferral for other invoices, which become immediately due and payable. Partial payments are not allowed. Only in the event of a timely dispute of an invoice is the customer entitled to suspend payment of the disputed portion. The undisputed portion of the invoice in question must be paid in any event. Payments are first allocated to the interest and the fixed compensation, then to the principal (starting with the oldest outstanding debt). The Company is entitled to demand security to guarantee payments and may suspend its performance until it has received such security. 13. LIABILITY OF THE CUSTOMER The customer is liable for, and shall indemnify the Company for, damage caused to the products by objects, walls, woodwork,… which are located at the work sites. If the delivered goods are to be installed by the Company, the customer must provide in advance all information regarding the ground, the passages for pipes, conduits, electrical wires and telephone wires, … which are embedded in the ground, walls, partitions, floors and ceilings of the building or the construction site location of cables etc. The Client is responsible for submitting a site notification (“Check-In-At-Work”) and registering the Company for works exceeding a total amount of 500,000 euros. The client is also obliged to inform the Company of this mandatory registration before the start of the services, so that the Company can forward the “Check-In-At-Work” to the competent authorities. In the event of negligence in respect of this obligation by the customer, all costs and/or fines shall be recovered from the customer. The Company cannot be held liable for any damage or destruction resulting from the customer's failure to comply with these rules. If certain items are destroyed or damaged, the customer is liable for their repair (except in cases of gross negligence and/or serious fault). In the event of default by the Customer in the execution of the Agreement, the Company is also entitled, without prior notice of default, to proceed either to suspend its services until such time as the Customer has remedied the default, or to dissolve the Agreement, without prejudice to the Company's right to claim damages. This compensation is calculated on a flat-rate basis at 30% of the remaining contract value. Liability for damages is expressly limited to the amount paid out by the insurance in the relevant case, plus the Company's deductible. If, for any reason whatsoever, no payment is made under the insurance, liability for damage is expressly limited to the invoice value of the goods on which the damage is established. The Company is entitled to have the damage assessed by an independent expert from the sector appointed by it.
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