General terms and conditions

GEZE Benelux B.V.
General terms and conditions

These general terms and conditions apply to all orders given to GEZE Benelux B.V.

1.    General information

a.    In these general terms and conditions, the terms mentioned below shall have the following meanings:

  • GEZE: the user of these general terms and conditions, GEZE Benelux B.V., having its registered office in Eindhoven at de Steenoven 36, 5626 DK and registered with the Chamber of Commerce under number 17134230.
  • Customer: the person who carries out a profession or business, and/or a private individual with whom GEZE has entered into an agreement for the delivery of goods and/or the provision of services.
  • Agreement / order: the agreement based on which GEZE delivers goods and/or services to the customer. An agreement includes: an order (confirmation) or approved quotation, a service contract, a (purchase) agreement. Services include: consultancy work, installation and assembly work, maintenance and fault rectification activities.
  • General terms and conditions: these general terms and conditions.

2.    Applicability

a.    All agreements, activities, deliveries and services between GEZE and the customer (and their legal successors) are subject to the general terms and conditions.

b.    GEZE explicitly rejects the applicability of general conditions of the customer.

c.    The general terms and conditions also apply to all agreements with GEZE, whose execution requires the involvement of third parties.
d.    Clauses deviating from the general terms and conditions will apply only if and insofar as GEZE has explicitly confirmed these to the customer in writing.

e.    GEZE reserves the right to amend these general terms and conditions unilaterally if this is deemed necessary. The amended general terms and conditions shall therefore also apply to the existing agreement. Amendments will be notified in writing and will take effect 4 weeks after the announcement or at a later time as stated in the notification.

f.    The general terms and conditions also apply to follow-up orders, such as the orders (over the telephone) to rectify a fault or to carry out maintenance.

g.    If one or more of the provisions in the general terms and conditions is null and void or voidable, the remaining provisions of these general terms and conditions shall remain in full force and effect. Furthermore, GEZE shall always be authorised to replace an annulled provision with another provision with the same intention, which, however, is not threatened with annulment.

h.    The general terms and conditions can also be accessed on the GEZE website and will be sent free of charge upon request.

3.    Quotations and conclusion of the agreement

a.    All offers of GEZE are without obligation and can only be considered as an invitation to make an offer.

b.    An offer or quotation is deemed to be an agreement as soon as it has been signed and/or approved by the customer.

c.    If the acceptance deviates from the offer included in the quotation, GEZE is not bound by the unilateral deviations. The agreement will not be concluded in accordance with this deviating acceptance, but in accordance with GEZE's offer, unless GEZE explicitly indicates otherwise.

d.    An agreement is concluded at the moment that it is signed by GEZE and the customer has received it back from GEZE.

e.    An agreement, with application of the general terms and conditions, is further concluded when the customer requests for an agreement and this application is confirmed in writing or electronically by GEZE, or the performance of the agreement is commenced by GEZE.

f.    If the order has been given orally or if the agreement has not (yet) been signed and returned, the agreement will be deemed to have been concluded pursuant to the general terms and conditions at the moment GEZE commences performance of the agreement at the request of the customer.

g.    GEZE is free to prove that the agreement was concluded in any other manner.

h.    Approximate specifications are included in the offer. GEZE does not guarantee the exact correctness of these specifications. Drawings and descriptions are attached to the offer for information purposes.

i.    For the execution of these agreements and their consequences, the domicile of GEZE is explicitly and exclusively chosen.

j.    Verbal agreements and/or promises are binding on GEZE only if they have been confirmed in writing to the customer by an authorised person working for GEZE.

4.    Amendments

a.    If the customer and GEZE agree that the agreement will be amended or supplemented, the time of completion or delivery may be affected.

b.    GEZE reserves the right to modify the products included in the agreement without further notice if the products concerned have not undergone unacceptable changes as far as the customer is concerned. Acceptable changes particularly include technical changes, improvements as per the latest standards in science and technology, improvement of the construction and material and replacement by similar products.

c.    Insofar as GEZE is dependent on factories or other suppliers for deliveries and it has to resign itself to the cancellation of the orders by one or more of its suppliers, it will be entitled to cancel or terminate or delay the orders issued to it, without being obliged to pay any compensation to the customer. In the event of cancellation or termination, GEZE shall be obliged to reimburse only the payments that were already made in advance by the customer, which relate to the order and for which no work has yet been carried out or goods have been delivered.

5.    Service contracts; duration, extension and termination

a.    This article applies to service contracts between GEZE and the customer. Such a contract provides for agreements on maintenance, service and rectification of faults by GEZE.

b.    A service contract is entered into for a minimum duration of 12 months, unless expressly agreed otherwise.

c.    The service contract is automatically renewed for the same duration each time, unless the service contract is terminated in writing with a notice period of 3 months.

d.    A service contract cannot be terminated prematurely. If the customer terminates a service contract prematurely, the customer shall continue to owe the agreed price for the remaining contract period.  GEZE may charge this price as a lump-sum amount to the customer. 
e.    If the customer becomes bankrupt, applies for a moratorium or ceases its business operations, GEZE will have the right to terminate the agreement without observing a notice period, subject to rights under the agreement and the law.

6.    Execution, delivery, assembly, installation and risk transfer

a.    The agreement is concluded for an indefinite period of time, unless the content, nature or purport of the agreement dictates otherwise or the parties expressly agree otherwise in writing.

b.    GEZE will execute the agreement or get the agreement executed to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this will be carried out based on the then state of knowledge.

c.    GEZE's production will be controlled in accordance with dimensions obtained in advance from the customer. The customer is responsible for the correctness of the measurements and other information provided and GEZE can never be held liable for the same.

d.    Any assembly and/or installation work will always be at the expense of the customer and will be calculated in accordance with the rates applicable at the time of assembly and installation, unless expressly agreed otherwise in writing.

e.    The delivery period, assembly and/or installation period will commence only when the customer has submitted all documents to be delivered by him, including final and approved drawings, agreement has been reached on all commercial and technical details, and the agreed (instalment) payment has been received.

f.    In the event of a suspension of obligations by GEZE, the delivery period will be extended by the relevant time by GEZE, with due observance of its planning, needs to execute the order after the reason for the suspension has lapsed.

g.    Statements of delivery times by GEZE are made to the best of its knowledge and will be taken into account as much as possible but are never fatal deadlines. Exceeding these periods will never entitle the customer to compensation, dissolution of the agreement or non-fulfilment of any obligation. The customer indemnifies GEZE against any claims of third parties as a result of exceeding the delivery time or execution period.

h.    The period within which or the time at which GEZE must have performed the agreed work or the agreed deliveries is laid down in the expectation that the circumstances under which the delivery will take place will not change after acceptance of the order. If a change of circumstances, irrespective of the foreseeability thereof, will take place as a result of which a delay is caused, the agreed time of (re) delivery shall be postponed accordingly.

i.    If it has been agreed that the work and/or delivery will take place in phases, GEZE may postpone the commencement of the work and/or deliveries belonging to a phase until the customer has approved the completion of the preceding phase in writing and has fulfilled all its financial obligations with regard to the partial delivery.

j.    If the information required for the inspection or testing activities described in the order is not available to GEZE or is not available on time or in accordance with the order, the activities will be deemed to have been accepted by the customer.

k.    Mechanics of GEZE or third parties engaged by GEZE who are engaged in the assembly of products for or at the customer or elsewhere are in no way authorised to legally represent or bind GEZE in any way whatsoever. The foregoing does not affect the authority of GEZE's mechanics to deliver (whether or not by means of a delivery report) the work to be carried out in consultation with the customer (or person on behalf of the customer).

l.    If the purchased item is offered for delivery by or on behalf of GEZE, the customer must ensure that the delivery note is signed. If the customer fails to do so, but GEZE has received notice from the carrier that the purchased item has been delivered correctly, the delivery will be deemed completed.
m.     For the (partial) performance of an agreement, GEZE may engage third parties if it deems this desirable.

7.     Delivery and approval

a.    The delivery takes place after assembly in consultation with the mechanic of or on behalf of GEZE.

b.    The work is delivered when the mechanic has completed the work and the safety analyses and it appears that the applicable standards are met. Subsequently, the delivery note is signed. GEZE ensures properly functional and safe status.

c.    The delivery report together with the logbook, safety analysis and user manual will be sent to the Customer by GEZE after delivery.

d.    The customer must offer the option of delivery. An authorised signatory must sign the delivery report on behalf of the customer for approval. If the customer does not make any such person available, this will be at the expense and risk of the customer.

e.    The mechanic (or other representative of GEZE) present on behalf of GEZE may rely on the fact that the person who signs the delivery report on behalf of the customer is also an authorised signatory. In that respect, the customer cannot invoke the lack of authority of the person in question.

f.    Small defects which can be repaired within 30 days and which do not prevent a possible commissioning do not prevent a delivery.

g.    The absence of a delivery report and/or a signature of the customer does not prevent a legally valid delivery of the assembly work.

h.    Commissioning before delivery is prohibited. If the customer puts the installed equipment into use before delivery, all risks (including safety risks) shall be borne by the customer at its own expense. If the customer has doubts about the safety of products, it must immediately inform GEZE about the same.

8.    Shipment and risk transfer

a.    Shipment takes place CIP cargo-free insured, unless agreed otherwise.

b.    The purchased goods are at the expense and risk of the customer from the moment the goods are received by the customer or its designated third party. When the customer designates a carrier and the choice of such carrier is not offered by GEZE, the risk is transferred to the customer at the moment of receipt of the goods by the carrier.

c.    The customer is obliged to accept a delivery. Additional costs related to the refusal of a delivery shall be borne by the customer. The customer is responsible for the correct specification of the receipt address.

d.    Horizontal and vertical transport shall be at the expense and risk of the customer.

9.    Customer's obligations

a.    The customer is obligated to use GEZE's products judiciously for the purpose for which they are intended and furthermore in accordance with the oral and written instructions and/or manuals accompanying the product.

b.    The customer must ensure that GEZE can reach the products to be maintained without hindrance if it has received the order for maintenance. In that context, the customer must also ensure that the necessary ladders, scaffolding, aerial work platforms or other equipment required for the activities of GEZE are made available GEZE and that the working environment is safe.

c.    The customer shall ensure and guarantee towards GEZE that GEZE has a point of contact at the location of the activities to be performed in the form of a person who is authorised to take decisions on behalf of the customer regarding any additional work and who is furthermore authorised to sign the work order/return slip.

d.    The customer undertakes towards GEZE, during the term of a service contract, to have all agreed upon activities performed only by mechanics of or on behalf of GEZE.

e.    The customer warrants the accuracy, completeness and reliability of the data and information provided to GEZE, even if these originate from third parties.

f.    If and insofar as the customer does not comply with the obligations referred to above in this article, the consequences will be at the expense and risk of the customer. Among other things, the customer will forfeit its claims under warranties.

10.    Faults

a.    The customer can report faults to GEZE. If desired, a mechanic will go to the customer’s site.

b.    If parties have entered into a service contract, the agreements with regard to faults as mentioned in that contract shall apply.

c.    A best-efforts obligation applies to GEZE for rectifying the faults (also for service contracts).

d.     If GEZE gives advice on an error message, the customer must follow such advice. Failure to follow advice resulting in extra costs or damage shall be at the expense and risk of the customer.

e.    All costs to be incurred by GEZE for rectifying a fault will be charged by GEZE to the customer at GEZE's usual rates at the time of rectification, unless stipulated otherwise in the service contract.

f.    In the event that work is carried out outside normal working hours at the request of the customer, GEZE will charge overtime and/or breakdown service charges to the customer separately, unless otherwise agreed. The working hours and working days of GEZE are Monday - Friday from 08.00 hours - 17.00 hours (for current working hours and working days, also see the website of GEZE).

g.    The customer is obliged to provide a person who can sign the mechanic's work order on behalf of the customer. If the Customer fails to do so, the work will also be considered delivered if one of the situations as referred to in article 7 (delivery and approval) applies.

h.    The customer may grant an order to rectify a fault (repair) or to carry out maintenance to GEZE (over telephone); these general terms and conditions shall apply to this order and these activities.

i.    If the customer notices a fault and assesses or can reasonably be expected to assess that, in case of use after observation of the fault, the damage may increase, it must immediately notify GEZE of the fault and grant the order to repair it. If the customer fails to report a fault (on time or otherwise), as a result of which additional costs and damages are incurred, these costs and damages shall be at the customer's expense and risk (this obligation to report also applies for maintenance purposes).

j.    In the event of faults or maintenance, if the customer engages third parties to rectify the fault or provide maintenance, this will be at the expense and risk of the customer.

11.    Price and terms of payment

a.    Parties agree on prices and/or rates when concluding the agreement. If no agreements are made about the prices or rates, the usual rates for the services and deliveries of GEZE shall apply.

b.    The prices stated by GEZE are exclusive of VAT and other government taxes.

c.    In addition to the prices included in the agreement, the following shall be charged as standard:

  1. Additional costs of assembly and/or installation work, storage and other costs in the event of unforeseen interruption of the work due to constructional delays;
  2. Overtime and surcharges in connection with night work and/or work on public holidays and/or Sundays to be carried out at the request of the customer or its representative;
  3. Additional work not explicitly included in the agreement concluded between the parties;
  4. If, after accepting the order, circumstances occur which affect the cost price, such as changes in prices of raw materials, wages, exchange rates, import duties, transport costs, fiscal levies and the like, GEZE shall be entitled to pass on these price changes to the customer. GEZE will inform the customer of these price changes.
  5. If GEZE has to store products because the agreed delivery is delayed, GEZE may pass on the storage costs to the customer.

d.    In case of service and maintenance, GEZE shall always use its prevailing rates at the time of service and/or maintenance. If the customer has entered into a service contract, the agreed rates will apply.

e.    The service contracts shall be subject to annual indexation. Other rates may be increased at the discretion of GEZE.

f.    Price increases/increases on the basis of government measures will be implemented from the effective date of that particular measure.

g.    Payment of the invoice amounts must always take place without discount or settlement within thirty (30) days of the invoice date.

h.    Invoicing and payment of service contracts shall take place at the start and at once for the entire duration of the contract. Each extension shall also be invoiced in full at the start.

i.    GEZE can invoice by means of partial invoices, periodically and upon completion.

j.    GEZE reserves the right to receive an advance payment, partial payment or lump-sum payment from the customer.

k.    Prices are based on delivery periods and dates. If the delivery date is delayed excessively and if the customer is responsible to bear the expense and risk, and if (purchase) costs increase during the delay, GEZE will be entitled to pass on the increased costs to the customer in such cases.

l.    Payments made by the customer shall always first serve to repay all costs and interest due and subsequently the longest outstanding invoices, even if the customer should indicate that the payment relates to a later invoice. At the requests of GEZE, the customer shall always be obliged to pay the agreed price in full or in part in advance.

m.     If the customer fails to pay in time or to fulfil an obligation/obligations pursuant to the agreement, GEZE will be entitled either to suspend further deliveries or to dissolve or terminate the order or part thereof out of court without needing any prior notice of default, without prejudice to GEZE's right to full payment of the total order amount.

n.    If the term of payment is exceeded, the customer shall be in default in accordance with the law owing to the mere expiry of this term, without any notice of default being required. Furthermore, an interest of 1.5% per month (the statutory commercial interest rate if that is higher) - part of a month shall be counted as a whole month in such a case - shall be due, without prejudice to GEZE's right to compensation for further damage or claim for performance.

o.    From the moment that the customer is in default of timely payment of the amounts owed by the customer to GEZE, all costs associated with taking legal measures - including extra-judicial costs - that GEZE will have to incur to collect its claims against the customer shall be borne by the customer. For the extra-judicial collection of costs, GEZE is entitled to apply the following rates (scaled): 15% over the principal amount up to and including €5,000, 10% over the excess up to €15,000, 8% over the excess up to €60,000 and 5% over the excess up to €200,000, and 1% over the excess from €200,000, with a minimum of €500.

p.    GEZE shall always be entitled to demand further security from the customer for the payment of its claims against the customer. If the customer fails to provide further security within ten days after a corresponding request, GEZE shall be entitled to terminate the agreement without any prior notice of default, without prejudice to GEZE's right to full payment of the total order amount. The customer will not be entitled to compensation in this case.

q.    Any costs incurred in connection with the failure to provide information shall be charged to the customer.

r.    In the absence of proof to the contrary, the information contained in GEZE's records will be decisive for the agreement.

12.    Warranty

a.    The warranty on delivered products is twelve months from the day of delivery / completion.

b.    Customer must make a claim under the warranty known as soon as possible, but within 10 working days and in writing.  GEZE (and/or its mechanic) will assess whether the notification falls within the warranty. If this is the case, GEZE has the choice between: repair, replacement, modification of the product, replacement by a similar or replacement product and/or if the foregoing is not possible or cannot reasonably be expected from GEZE (e.g. from a business point of view), GEZE may choose to proceed to full crediting or to refund part of the purchase amount.

c.    The warranty does not cover damage or defects to products resulting from:

  1. Repairs, alterations or extensions to the goods carried out by persons other than GEZE
  2. In the opinion of GEZE, the products have been neglected or have been used, handled and/or maintained carelessly and/or incompetently
  3. In the opinion of GEZE, the products show defects due to faulty installation by the customer or by a third party on the instructions of the customer
  4. Type numbers, serial numbers and/or warranty stickers have been damaged, removed and/or altered, changes have been made to the warranty certificate and/or purchase receipt
  5. As a result of faulty replacement of replaceable parts
  6. Defects have been caused by not following GEZE's instructions
  7. Defects have arisen as a result of abnormal environmental conditions
  8. Products used for purposes other than normal business operations
  9. Defects have been caused by other external causes
  10. Vandalism, or other external causes, such as extreme weather, natural disasters, terrorism, etc.
  11. The result of normal wear and tear

d.    Desired adjustments to the operating settings are not covered by the warranty.

e.    A warranty request must be submitted within the current warranty period. A request outside the warranty period is not covered by the warranty.

f.    The work covered by the warranty will be carried out only within the Netherlands or Belgium at an address to be indicated by GEZE.

g.    GEZE delivers within Belgium and the Netherlands. If the customer wishes delivery outside this area or if the customer sells the products through outside this area, GEZE cannot be requested to carry out research, replacement or repair outside Belgium and the Netherlands. If GEZE does proceed to investigation, the additional costs involved in investigation, service, maintenance or repair of defects to products outside Belgium and the Netherlands will be at the expense and risk of the customer or the third party (end user).

h.    The warranty period will not be extended or renewed by carrying out warranty work.

13.    Complaints

a.    The customer must submit the complaints with regard to products, services or invoices to GEZE in writing as soon as possible, but within thirty days after the defect or deviation has been discovered or could reasonably have been discovered, under penalty of forfeiture of all liability of GEZE on that account. Unless expressly agreed otherwise, the payment obligation of the customer shall not be suspended as a result.

b.    GEZE will assess a submitted complaint. In case of faulty products and/or services, these products will be replaced by (similar) flawless products or products will be repaired or adapted and/or the services will be provided again. If the foregoing cannot, or cannot reasonably be expected from GEZE, GEZE may credit the customer for the original price charged for that product (part)/service or make an adjustment to the price charged.

c.    Goods, for which the customer has filed a complaint, may be returned only after receipt of written instructions from GEZE. As soon as goods have been treated, processed and/or packaged by the customer, complaints can no longer be accepted.

d.    GEZE will not be liable for damage to or loss of goods, or replacement goods, occurring during transport or during examination, handling or packaging in the business of the customer.

14.    Dissolution and cancellation

a.    If the agreement is dissolved, claims of GEZE against the customer shall be immediately due and payable. If GEZE suspends fulfilment of the obligations, it will retain claims under the law and the agreement.

b.    GEZE always retains the right to claim damages.

c.    In addition to the statutory grounds for dissolution, GEZE is authorised to suspend the fulfilment of the obligations and/or to dissolve the agreement, if:

  • the customer does not fulfil or does not fully fulfil the obligations arising from the agreement;
  • GEZE becomes aware of the circumstances after the conclusion of the agreement that give GEZE good reason to fear that the customer will not fulfil the obligations. If there are good reasons to fear that the customer will only partially or improperly fulfil its obligations, suspension shall be permitted only to the extent justified by the shortcoming;
  • when concluding the agreement, the customer was requested to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient.

d.    In addition to legal grounds for suspension, GEZE shall have the right to suspend its obligations if it is necessary for compliance or enforcement of the law, if the safety of persons or goods is threatened or compromised.

e.    Cancellation is not possible.

15.    Retention of title

a.    GEZE will remain the owner of goods delivered or to be delivered as long as the customer has not fulfilled its obligations under the agreement with GEZE and/or claims resulting from the non-performance of that agreement by the customer, such as damage, penalties, interest and (installation or assembly) costs.

b.    If the parties (go on) to conclude several agreements, GEZE's retention of title will apply as security for the payment of the consideration(s) of the customer that have been or that are to be performed pursuant to previous or subsequent agreements (continuous retention of title).

c.    As long as goods delivered are subject to a retention of title, the customer may not encumber or alienate them outside the scope of its normal business operations. This clause has property law effect. If it is part of the normal course of business that the customer alienates the delivered goods, GEZE shall give permission for such alienation of its property only if the purchase price is paid directly by that third party to the customer.

d.    After GEZE has invoked its retention of title, it may retrieve the delivered goods (or have them retrieved). The customer (and/or any third party) shall cooperate fully to that end.

e.    All risks of full or partial damage, destruction or loss, for whatever reason, of the items that are under customer’s custody but owned by GEZE, will be borne entirely by the customer; the customer will be obliged to insure and keep these items insured against fire and other dangers, at its own expense, but for the benefit of GEZE.

16.    Liability

a.    If the customer demonstrates that it has suffered damage as a result of an act or omission, breach of contract or wrongful act on the part of GEZE, GEZE shall be liable for the damage up to a maximum of the insurer's limits applicable to the claim in question. If the event does not fall under the cover of the insurer, GEZE shall be liable for the damage up to a maximum of once the amount of the claim excluding VAT of the relevant agreement, contrary to the provisions above, in the event of an agreement with a term longer than twelve (12) months, the liability shall be further limited to the price owed for the last twelve (12) months prior to the event causing the damage. A coherent series of events shall be regarded as a single event.

b.    GEZE shall always be entitled to prevent or reduce the damage suffered or to be suffered by the customer as far as possible.

c.    GEZE will never be liable for indirect damage, including consequential damage, loss of profit, loss of data, immaterial damage, missed savings, claims/claims of third party/parties, damage due to business stagnation, damage in connection with or as a result of interruptions in or blockages of access to a system or a building or electricity failure or a lack of protection on the part of the customer.

d.     During the execution of the agreement, the customer and GEZE will, at the request of one of them, be able to communicate with each other by means of electronic mail. GEZE will not be liable towards the customer for damage resulting from the use of electronic mail. The customer and GEZE will do everything that may reasonably be expected to prevent risks such as the spreading of viruses and distortion, etc.

e.    GEZE is not liable for damage of any nature whatsoever as a result of GEZE having relied on incorrect and/or incomplete information provided by the customer.

f.    GEZE is not liable for damage caused by products or raw materials originating from its manufacturers or suppliers or other third parties.

g.    The limitations of liability for damage contained in these conditions do not apply if the damage is due to intent or equivalent gross negligence on the part of management/direction of GEZE.

17.    Indemnifications

a.    The customer indemnifies GEZE, its subordinates and auxiliary persons against claims of third parties with regard to intellectual property rights on materials or data provided by the customer.

b.    The customer indemnifies GEZE against any claims of third parties who suffer damage in connection with the execution of the agreement and which are attributable to the customer.

c.    The customer indemnifies GEZE against claims of third parties due to damage caused by the fact that the customer has provided incorrect or incomplete information to GEZE.

d.    The customer indemnifies GEZE against all claims of third parties - including shareholders, directors, supervisory directors and personnel of the customer, as well as affiliated legal entities and companies and others involved in the organisation of the customer - arising from or related to the activities of GEZE on behalf of the customer.

e.    The customer also indemnifies GEZE against claims of third parties whereby GEZE is considered to be a co-perpetrator of the customer.

f.    If the customer provides GEZE with information carriers, electronic files or software etc., the customer indemnifies GEZE against damage caused by viruses and defects.

18.    Force majeure

a.    GEZE will not be obliged to fulfil its obligation under the agreement if performance has become impossible due to force majeure, which includes: strikes, blockades, government measures, shortcomings vis-à-vis GEZE by suppliers or third parties engaged by the supplier or force majeure on the part of suppliers of GEZE, defects in goods of third parties, power, Internet, network, electricity failures, actions of third parties as a result of which the products are damaged, fire, explosion, water damage, lightning strike, natural disaster, flooding, weather conditions, earthquake, general transport problems, accidents, lack or illness of one or more members of staff, terrorism and all that is understood in law and jurisprudence as force majeure.

b.    In the event of force majeure, the performance of GEZE's obligations shall be suspended by operation of law for the duration of the force majeure situation. GEZE shall send a written notification to the customer about the occurrence of this force majeure situation. If this force majeure situation has lasted longer than three months, which is calculated from the time of the aforementioned written notification by GEZE, both the customer and GEZE will be entitled to dissolve the agreement without judicial intervention.

c.    The customer not be entitled to compensation in the event of force majeure as well in the event of dissolution.

19.    Intellectual property

a.    The intellectual property rights of all software, equipment or other items made available to the customer by GEZE pursuant to or in connection with the agreement are vested in GEZE or its suppliers and/or in a third party authorised by the supplier to make items available to the customer. The customer only acquires rights to the extent that these are expressly granted to it in the agreement.

b.    The customer is not permitted to remove and/or change any indication of intellectual property rights from the results of services.

c.    The supplier reserves the right to introduce technical protection measures into the services. The customer is not permitted to circumvent these technical protection measures or to offer means for that purpose.

20.    Transferability

a.    The customer must immediately notify GEZE in writing of changes in the ownership and/or rights of use with respect to the products of GEZE to which an agreement relates. With the permission of GEZE, the new operator or user may take over the agreement from the customer.

b.    A change in the ownership relationships and/or rights of use will not terminate a current agreement. Such a change will not become a reason for termination. As long as the agreement is not taken over by a third party (with the approval of GEZE), an agreement and the associated obligations for the customer will continue in effect.

c.    By signing the agreement, the customer irrevocably authorises GEZE in advance to transfer or take over, cede or pledge the agreement and the rights and obligations ensuing therefrom.

21.    Expiry period

a.    Claims and other powers of the customer against GEZE on any account whatsoever shall in any event expire one year after the moment the customer became aware or could reasonably have become aware of the existence of these rights and powers, unless otherwise indicated in the general terms and conditions or the agreement. 

22.    Applicable law and disputes

a.    All agreements of GEZE and the customer and related (legal) acts, activities, deliveries and legal relationships shall be governed exclusively by Dutch law.

b.    Viennese Purchase Conditions are explicitly excluded.
c.    All disputes between GEZE and the customer will be settled by the competent court of the court in the district of GEZE in the Netherlands, without prejudice to GEZE's right to apply to the competent court of the place where the customer has its registered office.

Version 1 July 2019