Terms and conditions of the private company GEOTHEX BV located in Houten, hereinafter GEOTHEX.

Filed with the register of the Chamber of Commerce Central Netherlands in Utrecht under file number 50259393

I. Applicability

1. These general conditions apply to and form an integral part of all offers of GEOTHEX, all acceptances by GEOTHEX and all agreements – such as buying and selling, performing work and / or providing services – GEOTHEX.

The other party GEOTHEX in these terms referred to: the client.

2. Different terms or conditions apply only if the client and GEOTHEX who agreed in writing and then only for the agreement which they are made, but otherwise present conditions remain in effect.

3. If the client once an agreement with GEOTHEX has concluded, based on the present conditions, or if he otherwise so known or may reasonably be supposed to be known, fact that these conditions are applicable to each subsequent closing with GEOTHEX agreement even if at the conclusion of such agreement a reference to it or applicability have not explicitly taken place.

4. Insofar as these terms are also drawn in a language other than Dutch, the Dutch text shall always prevail.

5. GEOTHEX explicitly rejects the applicability of any terms and conditions of the client by the hand.

II. offers, orders and confirmations :

1.a offers of GEOTHEX are non-binding unless the tender offer or otherwise expressly provided.

1.b The applicability of Articles 219, 227b, 227c, and a member of Book 6 BW is excluded.

2. Pictures, drawings, descriptions, size and weight specifications, prices or other indications that GEOTHEX provided in catalogs, circulars, automated databases, brochures, price lists, quotations, manuals, etc. GEOTHEX not bind.

  1. 3. An agreement will only be realized when a driver of GEOTHEX or a special purpose GEOTHEX authorized the order or order of the client has confirmed in writing, provided that written confirmation is not required if it concerns an order of spare parts (not being complete components) that represent a combined market value of less than € 1.250, – excl.Also, additions and / or modifications of a contract shall only be effective provided that an authorized representative of GEOTHEX writing.4. Insofar as the client any performance or preparing to do so shall, in the expectation that an agreement will be achieved if the assumption that an agreement has been reached, the client does so at their own risk.

    5. Discrepancy between the client-desired-order or order and the written confirmation of GEOTHEX the client’s written confirmation of GEOTHEX bound unless the Principal within 8 days after the date of the confirmation message confirming GEOTHEX GEOTHEX not consistent with the order or order and the customer proves that this was known for GEOTHEX.

    6. GEOTHEX reserves the right to refuse orders and assignments.

    7. GEOTHEX is only obliged to – preparing – its obligations under the agreement or to begin to comply, after all GEOTHEX for the execution of the agreement required data from the client has received.

    III. Prices

    1. All prices quoted and agreed exclude VAT and are ex works (supplier of GEOTHEX). Transportation, shipping and / or postage costs, import and export duties, customs clearance charges, taxes, travel and accommodation expenses associated with performing work and / or the provision of services, etc. shall be borne by the client.

    2. Before or at the conclusion of the agreement fixed prices may in case of later, but before delivery of the goods or perform the activities or the provision of services occurred changes in cost factors – such as the purchase, import or export duties , wages, taxes, levies, exchange rate of the Euro against foreign currencies – by GEOTHEX accordance with the revised amounts are increased.

    The client has the right to terminate the contract if this increase takes place within one month after the conclusion of the contract. The dissolution must be completed within one week of notification of the increase to take place. In case of termination by the client is not liable for any damages GEOTHEX.

    3. If the prices or at the conclusion of the agreement have not been established, the GEOTHEX to calculate the price payable by the client in the price lists of GEOTHEX prices prevailing at the date of delivery or the date of completion of work or service.

    IV. Guarantee

     

    1. If there are serious doubts about GEOTHEX exists as to the payment capacity of the client’s GEOTHEX entitled to advance or to comply with the payment of the principal sufficient security or supplement security provided at all, and only after such payment is received or secured or supplemented to provide or supply (s) to continue or agreed to perform work or services or to continue. The client is liable for the GEOTHEX the delay suffered damage.

    2. If the client within 14 days from the desire to GEOTHEX advance payment or security is met, GEOTHEX authorized the agreement with immediate effect without any compensation being due.

    V. Delivery / Delivery

    1. An agreed-off or delivery date is still set as a deadline unless otherwise agreed.

    2. The date of delivery shall be the date of delivery or shipment of the goods referred to in paragraph 4 or the date of notice as envisaged in paragraph 5 of this article.

    The date of delivery shall be the date of the work available to the client is asked.

    3.a. When exceeding an agreed or in accordance with Art. IX, paragraph 2 on extended-term delivery or the client GEOTHEX written notice of default.

    3.b. GEOTHEX with respect to the on-time delivery or not in default until GEOTHEX then fails to deliver it, or within a reasonable further included in that notice period. This term is at least reasonable further five weeks.

    3.c. If GEOTHEX reasonable further within this period the business is not in accordance with paragraphs 4 and 5 of this article (off) delivered or the work to be performed or the services has not yet completed, the client is entitled to the contract insofar as these has failed to dissolve. GEOTHEX If the agreement has already been partially fulfilled, the client has already delivered part of the business, maintaining and already made part of the activities / services, receive or accept and pay the price meet unless the client demonstrates that the already delivered the goods or part of the work performed and / or services by the client (no longer) can effectively be used or exploited, due to the non-delivery of the remaining goods or failure to perform the remaining work and / or services. In the latter case the client has the power to contract for the work already performed under an obligation also to dissolve what has already been delivered or performed at the expense and risk of the client GEOTHEX to return or reimburse the value thereof.

    3.d. Exceeded one (off) delivery or completion time by GEOTHEX, the client is not entitled to compensation.

    4. If it is agreed that transport of the goods GEOTHEX care, they will, if the place of delivery is not explicitly defined by GEOTHEX be delivered to, or for delivery to be sent to the GEOTHEX known address of the client.

    The business expense and risk of the client even if the command transport by or on behalf GEOTHEX is given. Unless the client asks the GEOTHEX timely issues during the transport on behalf of the client to ensure the goods travel uninsured.

    The client is obliged goods, on arrival of the vehicle as soon as possible to resolve.

    5. If not agreed that the business will GEOTHEX (do) deliver, the client is obliged to protect the goods within two days after they GEOTHEX been informed that they are ready to fall off (have removed) when operating in GEOTHEX timber or by GEOTHEX designated distribution center or the GEOTHEX designated factory.

    6. If the client fails the matters in paragraph 4 or 5 times above to receive or pick up the client has already become in default.

    GEOTHEX is entitled to business expense and risk of the client to save or to save. The client is obliged to GEOTHEX storage costs according to the usual or GEOTHEX it GEOTHEX charged rates to compensate.

    The client is not entitled to refuse payment of these things because of not having taken place delivery.

    Without prejudice to the right of GEOTHEX to compensation for all costs and damages, including the aforementioned storage costs, GEOTHEX in the first sentence of this paragraph indicated cases entitled to the agreement with immediate effect or in part.

    7. The customer is required at or immediately after delivery to verify that the delivered conform to the agreement and in particular the soundness, completeness and soundness examination.

    8. If not immediately, within 48 hours after delivery of the goods, the amount delivered in writing a complaint is made, is that the bills of lading, delivery notes or similar document will be ascertained.

    If the client was referred to in paragraph 7 research and control weaknesses and / or deficiencies discovered, he no later than eight days after delivery to GEOTHEX to report.

    By exceeding the limits specified in this paragraph any claim against GEOTHEX regarding these deficiencies or defects.

    VI. of ownership and change, risk and liens

    1. Subject to paragraph 3 of this article, the ownership of the goods to the purchaser go to in paragraph 4 of Article V and Article V paragraph 5 delivery.

    2. Notwithstanding the provisions of Article V paragraphs 4 and 6 are at the risk of the client from the moment the affairs of the company to GEOTHEX Wooden or by GEOTHEX designated distribution center or left the factory.

    3.a. GEOTHEX retains ownership of all its items delivered to the customer until the purchase price of said goods has been paid. If GEOTHEX under these agreements for the client by the client to reimburse work performed, subject to the aforementioned subject property until client GEOTHEX these claims has paid. Also subject to the retention of title claims, which the client might obtain from GEOTHEX because of default by the client in one or more of its obligations under the aforementioned contract to GEOTHEX.

    3.b. As long as the ownership of the goods delivered to the client is not passed, it may not pledge the goods or to any third party any rights thereto, except as specified below under f..

    3.c. On goods delivered by paying owned by the client undertaken and are still in the hands of the customer are, reserves GEOTHEX is here now for then liens as provided for in Article 3:237 Civil Code as additional security for claims, other than Article 3:92 paragraph 2 BW enumerated, which GEOTHEX than on any grounds whatsoever, even against the client may have. GEOTHEX is entitled at any time by the client and is hereby irrevocably authorized to pledge to establish such reservations necessary acts (including including establishment of the pledge by authentic or registered private instrument) and also on behalf of the client to occurred. The client agrees to this request GEOTHEX pledge to cooperate immediately.

    3.d. The client is obliged under retention of title Goods delivered with due care and as recognizable property of GEOTHEX to store. The customer is required, the goods for the duration of retention of title against fire, explosion and water damage and theft and to ensure that the policies of insurance GEOTHEX on first request for inspection. All claims by the client on the insurers of the goods under the said insurance will once GEOTHEX indicates this to be desired by the client are pledged to it in the manner specified in article 3:239 Civil Code, as additional security for GEOTHEX against the claims of the client. The last two sentences of paragraph 3c shall apply.

    3.e. If the client to fulfill its payment obligations GEOTHEX fails or GEOTHEX has good grounds for fearing that those obligations will fail is GEOTHEX entitled at its sole discretion and without any liability to the client, the subject property delivered to take back. After recovery, the client will be credited for the market value, which in no case be higher than the original purchase price, less the costs of repossession cases.

    3.f. The client is allowed, the goods delivered under retention within the normal course of its business to third parties to sell and transfer. By selling on credit, the principal of his clients required a reservation of title on a basis of the provisions of this article.

    3.g. The client undertakes claims which he obtains from his clients to third parties to assign or pledge without the prior written permission of GEOTHEX. The client undertakes further progress is once GEOTHEX desire to do so indicates, to GEOTHEX to pledge in the manner specified in article 3:239 Civil Code as additional security for its claims on any ground whatsoever to the client. The last two sentences of paragraph 3c shall apply.

    3.h. As far as retention of GEOTHEX the goods delivered by accession or cause formation extinguished, draws the customer in advance a right of lien on the goods that, or the created object for GEOTHEX, as security for all the sponsor, for whatever reason Also, due to GEOTHEX and will be. The last two sentences of paragraph 3c shall apply.

    4. All goods, documents, securities and funds GEOTHEX or third for her for whatever reason and for whatever purpose or the client has or will receive, and all claims whatever reason the client has or will have to GEOTHEX, stretching GEOTHEX as security for all that, for whatever reason, the client owes or will have. This lien shall be deemed to have been created each time when GEOTHEX or third for her those things, documents, securities and moneys are given respectively when the claims arise.

    VII. Quality and Complaints

    1. GEOTHEX does not guarantee that by GEOTHEX goods sold, work performed and / or services are suitable for the purpose for which the client this will be appropriated or available publicly, even if that purpose to GEOTHEX has been made, unless the contrary between the parties expressly agreed.

    2. The client can no longer invoke that what is delivered, delivered or performed not comply with the agreement if he GEOTHEX thereof within eight days after he has discovered or reasonably could or should have discovered, writing has notified and in any case after six months after delivery of the goods, completion of the work or the completion of the services have expired.

    3. A complaint concerning goods delivered or work performed or services does not affect the obligations of the sponsor pursuant to past and to carry out deliveries or performance and give the customer the right to payment of the claim to suspend GEOTHEX.

    VIII. Warranty

    1. On the GEOTHEX and sold goods under warranty is granted solely on the manufacturer’s conditions.

    2. For the other by GEOTHEX sold and delivered subject to the following warranty:

    a. GEOTHEX warrants only new goods for a period of six months from the date of delivery.

    b. The warranty extends only from the free replacement, repair or repair or refund of the price charged, at the discretion of GEOTHEX-the defective goods or the defective part, so far as the defect is due to faulty materials or construction.

    c. Not claim any guarantee exists if the GEOTHEX delivered object by the client or third does not comply with the manual or instructions GEOTHEX or otherwise incorrect or has been improperly installed or built, or, if a release of the GEOTHEX delivered items is required, the relevant disclosure document by the respective client or third party GEOTHEX shown.

    d. The warranty is void if:

    1. the client does not immediately after discovering the defect GEOTHEX shall notify immediately and not, in any event within eight days after the complaint has been made in GEOTHEX, GEOTHEX the opportunity to observe the defect and correct;

    2. The client does not comply with a request for GEOTHEX the defective goods or the defective part free to send GEOTHEX;

    3. the client or third party without the prior knowledge and consent of GEOTHEX activities are performed on the supplied or processed by GEOTHEX matter on which the appeal is made under the guarantee;

    4. the defect caused by improper use, inadequate maintenance, wear and tear;

    5. The case is not consistent with its destination or is used;

    6. the defect is due to:

    – The application of any government regulation regarding the nature or quality of materials used

    – In conjunction with client materials, or goods

    – Materials, goods, processes and structures, if used as instructed by client and by or on behalf of client supplied materials and goods.

    3.a GEOTHEX guarantees the soundness of its work performed during a period of six months from the date of completion of work.

    b The warranty extends only from the free remedy deficiencies within this period.

    c No warranty is given to emergency repairs and temporary repairs.

    d The warranty expires in Article VIII paragraph 2 sub d indicated cases.

    IX. Supremacy

    1. Force majeure on the part of GEOTHEX exists where GEOTHEX prevented from fulfilling its obligations under the Agreement or to prepare them to meet because of war, threat of war, civil war, insurrection, terrorism, war, fire, water damage, flood, epidemic, strikes, sit-ins, lockouts, attachment, and export restrictions, government measures, defects to machinery, disruptions in the supply of energy, lack of materials, raw and auxiliary materials, defects in transport and transport barriers, either within the company GEOTHEX as its suppliers and those who are responsible for storage or transport and also by all other causes beyond the guilt or the sphere of GEOTHEX arise.

    1. 2. An agreed (on) or delivery period for execution of work or services shall be extended by the period during which force majeure, is prevented GEOTHEX its obligations or implement.
      3. If force majeure the delivery or performance of work or service is delayed more than twelve months, both the client and GEOTHEX authorized contract-for-the unfulfilled portion to terminate in accordance with paragraph 4.4. If the force majeure occurs when the contract has already been partially executed, the client has already delivered some of the things already done to maintain or portion of work / service to receive or accept and pay the price unless the client demonstrates compliance it has delivered the goods or part of the work or services by the client (no longer) can be effectively used or exploited because of the non-delivery of the remaining goods or failure to perform the remaining work or services. In the latter case, the client, if force majeure provision or the remaining work or services for more than twelve months is delayed, the power to contract for the work already performed to dissolve under the obligation to what has already been delivered or performed, for expense and risk of the client, GEOTHEX to return or reimburse the value thereof.

      X. Industrial and Intellectual Property Rights

      1. GEOTHEX retain industrial and intellectual property rights, including copyright and design rights, relating to it provided illustrations, drawings, calculations, technical specifications, models, designs, sketches, diagrams, etc. This may not, without its written consent to third parties in whatever form, be passed, provided for inspection or be multiplied. On a properly made request by GEOTHEX they should immediately be returned.

      2. For violations of the provisions of paragraph 1, the client without any warning or notice is required, a fine of € 150.000, – due, without prejudice to GEOTHEX to claim full damages with interest and costs. Paid or payable penalty extends deducted from any compensation due with interest and costs.

      3. GEOTHEX is not liable for damages caused by infringement of copyright or design rights, patents, licenses and / or other intellectual property rights of third parties resulting from use by or on behalf of the client data, such as drawings, models, designs etc

      The client indemnifies GEOTHEX regarding third-party claims based on (alleged) infringement of these rights.

      XI. Payment Details

      1. GEOTHEX is entitled to invoice after each partial delivery or partial performance of the agreed work or services.

      2. The principal shall pay the price charged within 14 days after the invoice date without any deduction, discount or settlement requirements.

      3. The price charged, however, without any warning or notice is required at all times immediately payable if the client is declared bankrupt, temporary suspension of payments, a request from the client (natural person) of the application explaining the debt settlement by the court is granted, the client due to attachment, receivership or otherwise dispose of its assets or parts of them, and if the client one or more of its obligations, whether under a contract or the law arise when due.

      4. The client, without any warning or notice is required, in default by the mere expiry of the payment.

      1. 5. If the term of payment, the principal from the date of default a default interest of 1% per month, a portion of one month for an entire month is counted. After the end of one year the amount on which interest is calculated, plus the interest due for that year.
        6. If the client does not fulfill his payment obligations, he is also the extrajudicial collection costs. These costs amount to at least 15% of the outstanding principal amount with a minimum of € 200, –. GEOTHEX is only obliged to prove the costs to the extent that in the preceding sentence shall exceed percentage and amount.XII. Liability and Indemnification

        1. Save for GEOTHEX obligation under Art. VIII designated warranty GEOTHEX not liable for any direct or indirect material or immaterial damage whatsoever, that the client or third party in connection with or resulting from in GEOTHEX negotiations, a GEOTHEX agreement entered, an error, failure or GEOTHEX failure, a force majeure or GEOTHEX done by GEOTHEX delivered or repaired or processed goods or services rendered or any (other) reason, unless

        a. GEOTHEX relevant damage is insured and the insurance pay out, in which case the liability shall be limited in total to the amount in each case, under such insurance is paid;

        b. the client or the third party proves that the damage is due to intent or gross negligence of one or more directors of GEOTHEX.

        2. To the extent legally allowed to be established that in the paragraph 1 above limitation of liability may not be upheld, is that by GEOTHEX amount payable in respect of damages, including penalties, will never be higher (can) than the amount that the sponsor pursuant to the relevant order or instruction which the damage claim results, excluding VAT GEOTHEX paid or payable.

        In all cases, however, that GEOTHEX are never liable for indirect and consequential damages including lost profits, lost savings and damage due to business stagnation.

        3. In all cases where GEOTHEX invoke the provisions of this article belongs, addressed to any employee (s) also call them to do, as it was in this article by the employee (s) agreed.

        4. The client will GEOTHEX on demand fully indemnify all claims of third parties GEOTHEX in respect of any fact which the liability is excluded in these conditions.

        XIII. Dissolution

        1. Without prejudice to Article IV, paragraph 2, Article V paragraph 6 and paragraph 3 of Article IX GEOTHEX the agreement with immediate effect, terminate all or part without any compensation to the principal shall be without prejudice to the right of compensation from the client GEOTHEX to claim – if the client is declared bankrupt, temporary suspension of payments, a request from the client (natural person) to apply state of the debt settlement by the court is granted, the client due to attachment, receivership, or otherwise The power to dispose of its assets or parts of them, and if the client one or more of its obligations, whether under a contract or from the law, fails.

        2. In the cases mentioned in paragraph 1 is payable by the client to GEOTHEX, including damages, immediately and fully due.

        XIV. Main class

         

        If the client has more than one (legal) person has at any time during the execution of the agreement, each of these (legal) persons severally liable towards GEOTHEX for the contract obligations.

        XV. Ban pledge and transfer rights and / or obligations

        The client may assign rights or obligations under any agreement with GEOTHEX only with prior written permission of GEOTHEX transfer, or take over any third.

        The client is not permitted on GEOTHEX receivable of the customer, for whatever reason, to third pledge GEOTHEX purpose unless written permission has been granted.

        GEOTHEX the conditions to its consent.

        XVI. Secrecy

        The client will execute the agreement and that everything in connection with the conclusion or execution of this Agreement and is aware that the confidentiality knows or reasonably suspect, in no way reveal to third. The preceding sentence shall not apply where disclosure of the implementation of the Agreement requires that the client is obliged to disclose under any statutory provision.

        XVII. Extinction rights of action

        Insofar as these terms are not otherwise, any and all claims of client against GEOTHEX arising from or relating to an order or command to which to calculate claims for damages and / or fines, at least two years after the day on which the goods delivered, work performed and / or service rendered which the claim relates to the client is billed unless within that period, the claim (s) to the competent court to be made.

        XVIII. conversion and provisions which will continue

        If any provision of these terms would be binding, the remaining provisions shall nevertheless take effect. Furthermore, such an ineffective clause to be converted into a stipulation with the extent possible the same effect, though effective.

        After termination of the contract, whatever the cause, these provisions remain in effect for that purpose by their nature intended.

        XIX Governing Law and Jurisdiction

        1. All legal relationships between the client and GEOTHEX Only Dutch law.
        The United Nations Convention on the International Sale of Goods 1980 (CISG) is not a sin case.

        2. All disputes, not the exception, which as a result of relationships governed by these conditions may arise between parties, will, if they are the jurisdiction of the subdistrict court beyond, are subject to the discretion of the court in Utrecht on the understanding that GEOTHEX also has the power to bring the dispute before the competent court in the jurisdiction where the customer is located.