These General Terms and Conditions are an integral part of all offers and contracts of GEOS AG. GEOS (hereinafter referred to as “GEOS”). The customer acknowledges that he/she has read and accepted these general terms and conditions in their entirety, unless expressly agreed otherwise.
The application of the customer’s own general terms and conditions is completely excluded. GEOS’ offers, agreements signed by GEOS and these General Terms and Conditions take precedence over any other special conditions of the customer.
The agreement between the customer and GEOS will only come into force after written confirmation by GEOS or after the implementation of a (partial) service by GEOS.
2. TERMS AND CONDITIONS OF EXECUTION
For all domestic and foreign services, GEOS may, at the customer’s request or otherwise, entrust the performance of the services to another party, who in this case is to be considered the customer’s sole contractor. The customer authorises GEOS to provide the subcontractor with all the information required for the expected service.
The records or certificates relating to the order (hereinafter referred to as “the records”) of GEOS are drawn up in the name and on behalf of the customer, who expressly acknowledges that these records only present the results recorded by the contractor at the time of the work itself and within the limits of the instructions received. They must always be presented and/or referred to in their entirety and in context. The reports shall only present the results of analyses or measurements on the samples tested, the batch or the fate of a product is not taken into account in the interpretation of the results. GEOS is not obliged to reference or report facts or circumstances that do not correspond to the instructions received or alternative parameters applied. If the Customer requests that GEOS be present at the time of a third party’s intervention, the Customer agrees that GEOS will only be present at the time of the third party’s intervention and will transmit the results or confirm the performance of a third party. The Customer agrees that GEOS is not responsible for the condition or calibration of the measuring devices, instruments and equipment used, the methods used, the qualifications, acts or omissions of third-party personnel, or the results of the analysis.
The customer hereby irrevocably authorises GEOS to pass on the reports to a third party if instructed to do so by the customer, or at its discretion if this is the implicit consequence of circumstances, habits, customs or business practices. The reports are drawn up on the basis of information, documents and/or samples provided by or on behalf of the Customer and solely for the Customer who will decide, at its sole discretion, what action to take on the basis of the aforementioned reports. Neither GEOS nor any of its officers, employees, agents or subcontractors shall be liable to the customer, or any third party, for any action taken or not taken on the basis of such reports or for incorrect results arising from unclear, erroneous, incomplete or misleading information provided to GEOS.
If GEOS receives documents reflecting the Customer’s commitments with third parties or documents from third parties, such as copies of purchase agreements, letters of credit, roadmaps, etc., they are considered for information purposes only and do not extend or limit the scope of services or obligations accepted by GEOS.
Compliance by the customer with all the obligations described in Article 8.2 is at all times a condition for GEOS to perform the services. In the event of non-compliance with one or more of these obligations, GEOS may either abandon the assignment or perform the assignment with additional services, which will be invoiced separately.
All samples are discarded or destroyed after analysis, unless a written agreement between GEOS and the customer is made regarding the retention of samples. GEOS may also discard or destroy samples after the agreed retention period, without notice and at the customer’s expense. The customer will bear the special costs for the removal of the samples. If the samples have to be returned after analysis, the customer will be charged for transport and processing.
The customer acknowledges that in providing its services, GEOS is not acting in the place of the customer or a third party and that this does not relieve them of any of their obligations; likewise, the obligations of the customer to the third party or of the third party to the customer are not taken over, abridged, withdrawn or cancelled as a result of GEOS’ intervention.
Price quotations are non-binding and have an explicit validity period. At the end of the validity period, GEOS has the right to adjust its prices.
The quotation is based on the data provided to GEOS by the Customer. GEOS is not responsible for the accuracy of this information.
Prices are quoted in euros and always exclude VAT and shipping costs. Any increase in the rate of VAT or any other tax of any kind between the order and execution will be charged to the customer.
The order placed cannot be changed unless a written agreement has been reached between GEOS and the customer.
Depending on the particular circumstances of an assignment, GEOS may charge additional fees.
If GEOS is unable to provide all or part of the services for any reason beyond the control of GEOS, including the Customer’s failure to meet its own obligations, GEOS is nevertheless entitled to payment of: 1) the amount of any non-refundable expenses incurred by GEOS; and 2) a portion of the agreed remuneration in relation to the services actually rendered.
Any charges not agreed between GEOS and the Customer at the time of ordering or contract negotiation will be based on GEOS rates (subject to change) and any applicable taxes will be borne by the Customer.
All prices agreed between the parties are always subject to annual review.
4. DELIVERY AND PERFORMANCE
Delivery and execution times are given as an indication only, they are calculated on a normal delivery volume and are never binding.
If the delivery and/or performance is temporarily suspended due to force majeure (such as strike, riot, flood, bad weather, illness and shortage of raw materials), the delivery and performance periods shall be extended without compensation.
Unless expressly agreed otherwise, no form of compensation or withdrawal from the contract can be claimed if the delivery/performance does not take place within the agreed time period, unless the time period was deliberately not met or the delay is due to gross negligence on the part of GEOS.
The transport of samples is always at the expense and risk of the customer.
GEOS cannot be held responsible for the consequences of a minor and/or normal error on the part of GEOS and/or its representative. GEOS is only liable in the event of a serious error and/or intent. GEOS is neither an insurer nor a guarantor and accepts no liability in this respect.
The liability of GEOS, its organs, subordinates, representatives and subcontractors is excluded for any loss or damage caused directly or indirectly by or as a result of improper or negligent execution, unless the customer proves gross negligence and proves the damage itself. In this case, the liability per assignment is limited to 10 times the amount invoiced for the execution of the assignment with a maximum of EUR 10,000.00 (ten thousand). GEOS is not liable for indirect losses or consequential damages (including loss of profit). The customer undertakes to indemnify GEOS against all possible claims by third parties for losses, damages or costs of any kind resulting from an act or negligence on the part of the customer, even if not at fault.
In the event of a claim, the Customer must inform GEOS in writing within 30 days of the discovery of the facts put forward to justify the claim, failing which GEOS will be automatically discharged from all liability three (3) months after: (i) the date of performance by GEOS of the service giving rise to the claim; or (ii) the date on which the service should have been completed in the case of alleged non-performance.
6. TRANSFER OF RIGHTS AND OBLIGATIONS
With the exception of the provisions of Article 2, neither party may, without the prior written consent of the other party, transfer its rights and obligations under the contract to third parties, GEOS sister companies and subsidiaries not being considered as third parties.
Any dispute regarding an invoice sent must be communicated to GEOS by registered mail within 7 (seven) days of the invoice date, failing which the invoice will be considered accepted. Furthermore, a complaint does not relieve the customer of its obligation to pay. Unless expressly agreed otherwise, all invoices are payable in cash at the registered office of GEOS.
Any invoice not paid on the due date shall automatically and without notice of default be increased by a conventional interest on arrears, equal to the interest rate set out in Article 5 of the Act of 02.08.2002 on late payments, increased by 3%.
Likewise, in the event of non-payment on the due date, a fixed indemnity equal to 15% of the amount invoiced shall be due by operation of law and without notice of default. This fixed compensation represents the extrajudicial collection costs due to the non-payment, without prejudice to the creditor’s right to claim compensation for other damage that is not solely due to the non-payment.
Late payment of an invoice means that the other invoices, for which a payment period has been granted if applicable, are due and payable at once, without notice of default.
If the Customer fails to make the agreed payments, even if they are partial payments, GEOS will also have the right to suspend the performance of any service until the Customer has fully complied with its payment obligation. The suspension cannot give rise to any compensation for the customer.
8.1 Condition of termination
The contract shall be deemed to have been terminated by operation of law in the event of bankruptcy, receivership, application of the Continuity of Business Act, admission to collective debt settlement or any other form of liquidation of the assets of the customer.
GEOS is entitled to immediate payment for all services and goods delivered up to this date, without prejudice to its right to full compensation.
8.2 Express resolutory clause
The contract may be terminated by sending a registered letter to the client if the client does not fulfil the following commitments within five working days of receiving the letter:
a) The Customer must provide GEOS with complete and clear instructions and communications regarding an order in writing and in a timely manner, i.e. at least 48 hours in advance (Saturdays, Sundays and public holidays excluded). As the customer is the source of information, the customer is responsible for the accuracy and completeness of all instructions and communications. The Customer will inform GEOS in advance of any known, actual or possible hazards associated with orders, samples or tests, including for example the risk of radiation, toxic, noxious or explosive elements or materials, environmental pollution or poisons;
b) The Customer must ensure that GEOS has all the necessary authorisations to access the place where the service is to be provided, with the exception of authorisation documents which the Contractor is supposed to have by virtue of its activity, and must take all the necessary measures to prevent or eliminate obstacles or interruptions to the services;
c) The Customer will take all necessary measures and provide all necessary facilities to GEOS employees to enable them to carry out their duties in an appropriate, responsible and safe manner;
d) the Customer shall, if necessary, provide any special equipment and personnel required to perform the Services. The Customer shall be solely responsible for the use of any technical support not belonging to GEOS.
e) The Customer shall ensure that GEOS-owned equipment is stored in a proper, adequate and sealed manner or shall be responsible for its supervision if such equipment is stored in a GEOS facility on the Customer’s premises.
f) The customer is not permitted, in the course of the performance of services by GEOS, to make, disclose or cause to be disclosed any verbal or written communications, in the broadest sense, without the prior written consent of GEOS;
g) the Customer guarantees timely payment of the amounts invoiced by GEOS;
(h) the customer undertakes to exercise all its rights and discharge all its liabilities in respect of any relevant contract of sale or other contract with a third party and in accordance with the law.
The cancellation takes place on the date indicated on the delivery note of the registered mail.
In the event of unilateral termination of the contract by the Customer or in the event of legal termination of the contract to the detriment of the Customer, a fixed compensation of 25% of the agreed price will be due, without prejudice to the right of GEOS to prove greater damage and to charge costs for this.
This compensation cannot be reduced by the parties and they agree that this loss is the loss suffered.
If the agreement is legally terminated by GEOS, the same compensation will be due to the customer.
GEOS and the Customer acknowledge that Regulation (EU) 2016/679 (AVG) applies to the processing of personal data under their contract(s). GEOS has included a privacy statement on its website. Knowledge of these terms and conditions implies knowledge of the privacy statement referred to therein.
10. INTELLECTUAL PROPERTY RIGHTS
Drawings, sketches, diagrams, calculations, etc. included in all GEOS documents are to be considered confidential. They remain the property of GEOS and may not be disclosed to third parties without express written permission.
All intellectual property rights and know-how relating to the products and services delivered remain the property of GEOS.
11. DISMISSAL AND/OR HIRING OF STAFF BY THE CLIENT
The customer is not permitted to hire or employ GEOS personnel or to use their services without the prior consent of GEOS. Violation of this article will result in the payment of compensation to GEOS equal to twice the gross annual salary of the staff member from whom GEOS has been deprived.
12. JURISDICTION AND APPLICABLE LAW
To the exclusion of any other legislation, only Belgian law is applicable to disputes between the parties.
All disputes of any nature whatsoever, including those concerning the application and interpretation of these general terms and conditions, shall fall under the exclusive jurisdiction of the courts of the district of Limburg, department of Hasselt.