General terms and conditions

General introductory provision These General Terms and Conditions govern all agreements, offers, etc. between Geba and its Counterparty, in whatever form entered into or made (verbally, by telephone, by mail, by fax, by e-mail, etc.). For all agreements entered into by Geba, it applies that the Counterparty is deemed to take all measures to ensure the safety of Geba's personnel. For instance, the operation of the equipment provided by Geba and the supervision of the personnel provided by Geba shall only be carried out by persons on the side of the other party who are experts in the matter and possess the required permits, diplomas, etc. These damage prevention measures are essential to Geba. Geba expressly excludes any liability and the Counterparty shall indemnify Geba if and insofar as the Counterparty is in breach of these obligations. 

Article 1 Applicability 

1. In these Conditions, the following definitions shall apply: 
   Geba: one of the companies (Geba Verhuur B.V., Geba Equipment B.V.) belonging to the Geba Group, which company makes equipment/staff available and/or provides services. 
   Counterparty: Geba's counterparty (e.g. tenant, supervisor, buyer, client). 
2. These Terms and Conditions are applicable to all offers, acceptances, agreements and other actions, in any form whatsoever concluded, entered into or done (orally, in writing, electronically), that relate to the provision of equipment, personnel, the sale of goods and/or the performance of services by Geba on behalf of the Counterparty, among other things. 
3. Deviations and/or additions to the Terms and Conditions shall only apply if agreed in writing between Geba and the Counterparty, and shall furthermore only apply to the specific agreement in which the deviating stipulations are made. The applicability of any other general terms and conditions or clauses is excluded, except insofar as such general terms and conditions or clauses have been expressly accepted by Geba in writing. 
4. Also additionally applicable are the General Terms and Conditions of Geba's suppliers. In case of deviation or contradiction between these Terms and Conditions and those of the suppliers, the Terms and Conditions applied by Geba shall prevail. 
   The Terms also apply to other agreements, including follow-up or supplementary agreements, to which Geba and the Customer, or their legal successor(s), are parties.

Article 2 Offers 

1. Unless expressly stated otherwise, all offers by Geba, in any form whatsoever, are without obligation. A non-binding offer by Geba can be revoked by Geba, even within 10 (ten) working days after Geba has received the acceptance by the Other Party. 
2. Statements and specifications by Geba regarding commencement, duration and termination of the (rental) period respectively size, capacity, performance or results are provided only approximately.   

Article 3 Prices and Security 

1. All prices on the part of Geba are exclusive of VAT. VAT due shall be charged separately. As far as the delivery or making available of the object or the provision of services by (personnel of) Geba requires costs to be incurred, e.g. transport costs, Geba can also charge these separately to the Counterparty. 
2. If deposit by the Counterparty of a deposit is agreed upon, Geba may suspend the fulfilment of its obligations until the deposit is paid in full. The deposit shall be refunded to the Counterparty after the termination of the agreement, without compensation of interest and subject to settlement against what Geba can claim from the Counterparty for whatever reason. 
3. Geba is at all times free, before commencing the execution of any agreement, or, having already commenced, prematurely, to require adequate security or additional security from the Other Party, if Geba deems there are grounds to do so, in the form of bank guarantee(s), deposit or otherwise. 
4. Geba is at all times entitled to recover from this security its claims in respect of the consideration to be received from the Counterparty, costs and possible damages. 
5. As long as the provision of satisfactory security has not been met, Geba is entitled to suspend the performance of the agreement on its side for the period during which the security must be provided. The Counterparty is liable for damages to be suffered by Geba as a result of the delay. 
6. If no adequate security has been provided after expiry of the set term, Geba has the right, without judicial intervention and without further notice, to regard the agreement as dissolved with immediate effect, whereby the Other Party is obligated to compensate for damages, costs and interest, including loss of profit on the project in question.   

Article 4 Payment 

1. Whatever is owed to Geba by the Counterparty, shall be paid in a timely manner, i.e. within the term stated on the invoice, either in cash at Geba's premises, or by transfer to a bank account designated by Geba. A non-cash payment shall only be considered timely, if the amount due is credited to the bank account referred to in the previous sentence no later than on the due date agreed for it. The Other Party shall be in default by the mere expiry of the term without any summons or notice of default being required. The Other Party hereby expressly waives its right to set off any counterclaims asserted by it. 
2. If and insofar as (any part of) the amount due to Geba is not received by the agreed date, Geba is entitled, without prejudice to its other rights under the law or agreement and without any notice of default being required: 
   (a) to charge an interest of 1.5% per month on (the unpaid part of) the amount due with effect from that date, in the calculation of which a part of a month shall be considered a whole month and (b) to suspend the performance of the agreement, in respect of which the Other Party is in default of payment, as well as any other agreements with the Other Party. 
   If the counterparty fails to fully pay what it owes Geba within the further term set for it even after a written reminder, Geba is furthermore entitled to dissolve the agreement with immediate effect. 
   Geba may furthermore charge the counterparty for all costs, which it has to incur in or out of court to preserve its rights against the counterparty. The extrajudicial collection costs per action by Geba against the Counterparty are set by the parties at a minimum of € 1,250. 
3. A payment from the Counterparty shall first be charged against any interest owed, then against costs, which Geba has had to incur in connection with shortcomings of the Counterparty under the agreement, and only then against (the remainder of) the amount owed to Geba, whereby the first expired term takes precedence over the last expired term. All this applies insofar as Geba does not stipulate otherwise. 
4. Unless expressly agreed otherwise in writing, the Other Party shall not be permitted to apply any discount, deduction or set-off to any payment. 
5. Any inaccuracies in the invoices sent by Geba shall be reported to Geba no later than eight (8) days after the invoice date, failing which the invoice amount shall be deemed to be undisputed and therefore due. 
6. In case of non-timely and/or incomplete payment as well as in case of (application for) bankruptcy, (application for) suspension of payment, (application for) the (provisional) application of the statutory regulation on natural persons, seizure of any nature whatsoever or liquidation of the company of the Counterparty, Geba is entitled to regard the concluded agreement(s) as dissolved without judicial intervention, without prejudice to Geba's right to payment of the executed part of the agreement(s) and/or compensation for damages, consisting of, among other things, loss of profit. 

Article 5 Joint and several liability 

In case the Counterparty consists of more than one (legal) person at the time of the conclusion of the agreement or at any time during the term of the agreement, each of these (legal) persons shall be jointly and severally liable to Geba for the obligations arising from the agreement. In case the Counterparty is a legal entity, its directors are jointly and severally liable alongside the Counterparty for the fulfilment of the obligations of the Counterparty towards Geba.   

Article 6 Transfer of rights and obligations 

The Counterparty may transfer rights or obligations under the agreement to or have them taken over by a third party only with Geba's prior written consent. Geba can attach conditions to the consent. 

Article 7 Liability 

1. Without prejudice to the provisions in this article or in the special provisions, Geba shall never be liable for any shortcomings or wrongful actions towards the Other Party or third parties except insofar as its liability insurer pays out such damages. 
2. Geba shall never be liable for loss of income and costs in connection with interruption, stoppage and/or restart of a company or a work or part of the company or the work or stagnation and/or damage to the work caused by any defect of a sold object, equipment, work performed or shortcomings of personnel. 
3. In case of force majeure (any circumstance beyond Geba's control that permanently or temporarily prevents the fulfilment of the agreement) on the part of Geba, its obligations towards the Other Party shall be suspended as long as the force majeure continues. Geba is in the event of force majeure not obliged to compensate any damage to the Other Party. 
4. Geba is not liable for costs and damages caused by the work being performed on an insufficiently stable subsoil, nor for costs and damages to cables, pipes, etc., which are in, on or above the ground. 
5. Personnel and machines work on the instructions of and under the supervision and responsibility of the Other Party, unless expressly agreed otherwise in writing. 
6. Geba is not liable for (the results of) work performed on the instructions of the Counterparty. 
7. The Counterparty is liable for any damage that may be caused during the work to third parties, third party property and Geba's equipment and/or personnel. 
8. The Other Party is obliged to take out adequate insurance for claims as referred to in the previous paragraph. Upon request, the Other Party is obligated to show Geba the policy and the premium receipt(s) with regard to the insurance and to pledge as security to Geba any claim against the insurer with regard to a payment. 
9. The Counterparty is obliged to indemnify Geba for any liability arising from this article.   

Article 8 Cancellation 

1. Cancellations of "equipment" and "personnel" must be made no later than 12.00 noon,be reported to Geba's booking office on the working day preceding the order. In case of late cancellation, the applicable daily rate will be charged. 
2. Cancellations of "asphalt sets" must be submitted to Geba's booking office no later than 12.00 noon, three working days prior to the order. In case of late cancellation, the applicable daily rate will be charged for each day of late cancellation. 
3. Construction period: cancellation of an asphalt set reserved by the client, of which the work falls entirely or partly in one or more weeks of the construction period, must have taken place at Geba's reservation office at least three weeks before the start of the construction period. In case of late cancellation, the fixed daily rate will be charged for each day of late cancellation. 
4. Upon cancellation of the agreement, the Counterparty shall, in addition to payment of costs and hours already due, be obliged to compensate Geba for any damage incurred, including loss of profit. 

Article 9 Residual provision, forum clause, choice of law 

1. If any provision of these Conditions is declared null and void due to conflict with provisions of mandatory law, the parties undertake to supplement or amend the agreement in such a way as to do justice as much as possible to the intention of the parties, as reflected in the agreement. 
2. All disputes that may arise between Geba and the Counterparty as a result of this agreement shall in the first instance be settled by the competent court in the district of Arnhem. 
3. This agreement is exclusively governed by Dutch law. 

Special provisions relating to equipment rental

Article 1 Delivery and Transport 

1. The supply and removal costs as well as transport costs by low-loader to or from and on the works shall be borne by the Other Party. 
2. Transport costs also include the driver's working hours for transport supervision in connection with loading and unloading and the driver's car allowance. 

Article 2 Rent calculation 

1. Equipment is leased in time periods of 12 consecutive hours each. If the Leased Object remains with the Other Party (or a party other than Geba) for a longer period than that agreed, such longer period if less than 12 hours shall be regarded as a new rental period or if 12 hours or longer as new rental periods of 12 hours each, and the rent due shall be charged to the Other Party accordingly. 
2. If personnel are provided by Geba for the operation of the hired equipment, at least the same hours apply as are charged for the equipment, with a minimum of 8 hours. 
3. If Geba takes care of delivery of the equipment, the rent shall commence at the moment the Leased Object arrives at the work site, without prejudice to the provisions of Article 1. If the Contracting Party collects the Leased Object from Geba, the provisions of Article 3 of these Special Provisions shall apply with regard to the commencement of the lease term. 
4. Assembly and disassembly hours of expansion pieces outside normal working hours are not calculated as rental hours but as working hours. 
5. If possible, a separate means of transport will be used by staff, required for detention for wiping etc. 
6. Boarding hours are charged as working hours. 
7. Geba is entitled to adjust the rent if the cost price makes this necessary. The rent increase goes into effect 2 weeks after the increase has been notified to the Counterparty in writing. 

Article 3 Rental period 

The rent starts on the day the Leased Object leaves Geba's storage or warehouse and ends on the day of return to that storage or warehouse. The Other Party shall also owe normal rent during holidays and recognised public holidays unless expressly agreed otherwise. In case of rain, frost absence or work strike, the Other Party shall owe the normal rent unless expressly agreed otherwise. Delays that arise during loading, unloading and transport that are not the result of intent or deliberate recklessness on the part of Geba, as well as the repair time for repairs that are the result of carelessness, of inadequate maintenance by or other negligence on the part of the Other Party shall be considered as rental time.   

Article 4 Making available 

Upon taking delivery of the Leased Object, or at least immediately thereafter, the Other Party must carefully examine the Leased Object for soundness, wholeness and completeness. If the Other Party thereby discovers defects or deficiencies, it must immediately report these in writing to Geba. Deficiencies that the Contracting Party did not discover in a timely manner because it failed to carefully examine the Leased Object for soundness, wholeness and completeness upon, or immediately after receiving the Leased Object, or deficiencies that the Contracting Party did not timely report in writing to Geba, cannot form a ground for reduction of the lease price, dissolution of the lease agreement or compensation for damages. 

Article 5 Equipment and Operating Personnel 

1. If the Counterparty wishes to hire personnel from Geba, the Counterparty shall not, unless expressly authorised by Geba, be authorised to use the personnel to operate equipment owned by anyone other than the Counterparty or Geba. 
2. The Other Party is responsible for the correct, timely and complete completion and approval of the time sheets. In the event of a difference between the time sheets submitted to Geba and the data thereof retained by the Counterparty, the time sheet submitted to Geba shall be deemed correct, unless the Counterparty proves otherwise. 
3. The Counterparty is not allowed to pay Geba's personnel directly or to provide Geba's personnel with advances. 
4. Geba is not obligated to any compensation towards the Counterparty for damage caused to Geba's personnel or to goods/persons at the Counterparty or at third parties as a result of acts or omissions of Geba's personnel. The Other Party is obligated to ensure adequate, total coverage liability insurance for all direct and indirect damages as referred to in this paragraph. The Counterparty is obliged to indemnify Geba for all direct and indirect damages as referred to in this paragraph. 
5. The Counterparty is obliged to supervise the work of Geba's personnel, whereby the Counterparty shall observe the same obligation towards Geba's personnel as the Counterparty observes towards its own employees. 
6. Unless expressly agreed otherwise between Geba and the Counterparty, the (hourly) remuneration and other allowances of Geba's personnel shall be the amount equal to the salary and allowances granted to comparable employees in similar positions employed by the Counterparty. 
7. The Counterparty is obliged (pursuant to the Working Conditions Act, Art. 7:658 BW and related regulations) to ensure a safe workplace and safe working conditions. The Counterparty shall be fully liable and liable to Geba and Geba's personnel for damages resulting from the violation of this provision. The Counterparty shall fully indemnify Geba for claims brought against Geba for non-fulfilment of the obligation to provide a safe workplace and safe working conditions. 

Article 6 Terms of use 

1. The Other Party is obliged to use the Leased Object with due diligence, which includes: 
   That the Other Party uses the Leased Object only for the purpose described in the agreement for which it was leased; 

• • that the Other Party uses the Leased Object with due observance of the instructions, which Geba provides to it by means of instruction books etc. or otherwise; 
  • that the Other Party continuously inspects the Leased Object for proper operation and, to the extent not otherwise agreed, promptly provides the daily maintenance necessary to maintain proper operation, all in accordance with the manufacturer's specifications, if available; 
  • that the Other Party takes all reasonable measures to prevent damage and/or loss of the Leased Object; 
  • that the Counterparty shall not move or relocate the Leased Object from the location at which the Leased Object is intended to be used on the basis of the lease agreement, except after prior consent has been obtained from Geba; 
  • that the Other Party observes all (safety) measures that reasonably belong to the nature of the work, including road safety, working conditions regulations and the like; 

1. If a permit is required for the use of the Leased Object, the Other Party shall, unless expressly agreed otherwise, ensure timely acquisition of the permit. 
2. The Other Party is prohibited from making the Leased Object available for rent, subletting, use or otherwise to third parties without Geba's prior written consent. 
3. If Geba wishes to have access to the Leased Object for inspection, maintenance or repair, the Counterparty shall give its full cooperation to this immediately after a request to that effect, which cooperation includes, among other things, that the Counterparty makes a suitable and safe workplace available in accordance with the applicable occupational health and safety and environmental regulations, if necessary also outside the usual working hours of the Counterparty. 
4. Geba is authorised during the rental period to inspect the condition of the Leased Object and the manner in which it is worked with. The Counterparty is obligated to give Geba all cooperation to this end. 
5. Upon violation of any provision in this article, the Counterparty forfeits to Geba an immediately payable and not subject to mitigation fine of €25,000 per violation, without prejudice to Geba's right to claim full damages from the Counterparty in addition to this fine.   

Article 7 Maintenance 

1. The contracting party is obligated to maintain the leased object properly and to regularly check the oil level, cooling water, batteries and similar maintenance. Costs of the hired object that are the result of normal wear and tear through use, shall be for the account of Geba, on the understanding that these costs shall be limited to the part to be replaced incl. labour. If the repair time is longer than 1 day, the rent shall be stopped until the rented object is used again. The customer is obligated to immediately report defects to Geba. 
2. Costs of maintenance and repair associated with a use other than that for which the rented object may exclusively be used under the agreement concluded between the parties shall be borne in full by the Other Party. 
3. The Other Party may only have repairs carried out with Geba's consent. These repairs shall be done by competent personnel, while only original parts may be used. Geba is entitled to terminate the rent immediately in case the leased object is neglected or used incompetently. All costs resulting from this, including loading, unloading, transport and possible repair costs, are entirely for the account of the customer. 
4. Upon violation of any provision in this article, the Counterparty forfeits to Geba an immediately payable and not subject to mitigation fine of €25,000 per violation, without prejudice to Geba's right to claim full damages from the Counterparty in addition to this fine

Article 8 Redelivery 

1. After expiry of the rental period, the Counterparty is obligated to return or place the rented object at Geba's disposal, cleaned and complete, within 6 hours after the end of the last rental day or, if this is no longer reasonably possible given the time of day (in any case after 6 p.m.), no later than the following day before 12 noon. The Other Party has the right to be present at our workshop upon return and subsequent inspection. 
2. Possible costs as a result of, among other things, missing, cleaned, inexpert use or similar items, are immediately reported to Geba in writing by the customer. If this cost is not protested by registered mail within 5 days, it is assumed that the Other Party agrees with Geba's cost statement.   

Article 9 Other costs 

1. In addition to the rental prices of the Leased Object, the following costs shall be reimbursed to Geba by the Counterparty: 
   VAT, operation, lubricants, minor maintenance, fuels, supply and disposal costs, cleaning costs, mounting and dismounting costs extension pieces, insurance costs and any telephone costs. 
2. The Counterparty shall furthermore owe Geba the car allowance to, from and at work as well as the accommodation costs for the personnel provided by Geba.   

Article 10 Force majeure 

1. If staff cannot be at work on time due to force majeure, no machine rental will be charged for the time the equipment cannot be used. 
2. However, staff delay hours as referred to in the previous paragraph will be charged. 
3. Force majeure as referred to above shall include delays due to fog, sleet, traffic jams, car accidents and car breakdowns. 

Article 11 Defects 

1. In the event of a Leased Object becoming unusable due to machine breakdown or repairs to be made, other than those caused by circumstances attributable to the Other Party, no rent will be charged only on the Leased Object in question. 
2. The hours of any other Rental Objects and staff will be charged normally. 
3. Geba will use its best efforts to repair or, if necessary and possible, replace a defective Leased Object. The delivery costs of the replacement Machine will not be charged, unless the defect is caused by circumstances that can be attributed to the Other Party. 

Article 12 Insurance: 

If Geba has made the Leased Object available with insurance against damage, destruction and loss, without prejudice to the provisions elsewhere in these Terms and Conditions: 

1. the Other Party must take care of the Leased Object with 'good faith'; 
2. the Other Party must immediately report any damage, destruction or loss of the Leased Object also in writing to Geba; 
3. the Counterparty remains obligated to reimburse Geba for the damage that Geba suffers as a result of damage, destruction and/or loss of the Leased Object, if and insofar as the insurance taken out by Geba does not provide coverage, for example because of the "deductible" or because the damage destruction and/or loss of the Leased Object is caused by gross negligence of the Counterparty, because the Counterparty did not report the damage, destruction or loss to Geba in a timely manner, or because the sum insured is not sufficient to fully cover the damage resulting from damage or loss of the Leased Object. 

Special provisions relating to the purchase of goods

Article 1 General 

All offers and agreements made by or concluded with Geba shall be governed exclusively by Dutch law, with the express exclusion of the Convention on the International Sale of Goods (C.I.S.G.).   

Article 2 Sizes, weights, illustrations, technical data, quality 

1. The measurements, weights and technical data mentioned in offers, guides, catalogues, stock lists, circulars and other advertising material of Geba, as well as the illustrations therein, are only indicative and non-committal, unless Geba explicitly guarantees this in writing. Samples are only shown or made available as a general indication of the goods to be delivered. Goods to be delivered may deviate from these to some extent. 
2. Only in case of substantial deviations of the delivered goods from the images, drawings, samples and the like, the counterparty shall be authorised to dissolve the agreement. Outside the cases mentioned in the previous sentence, Geba shall not be liable for such errors and deviations, nor shall the Other Party be authorised to dissolve the agreement.   

Article 3 Prizes 

1. The prices quoted by Geba are always non-binding and are based on execution under normal circumstances, during normal working hours and on the factory prices, foreign currency exchange rates, import duties and similar levies, insurance rates, freight charges, taxes, margin regulations and other comparable factors applicable at the time the transaction was concluded. 
2. If a change occurs in one or more of the factors mentioned in the previous paragraph, Geba is authorised to adjust the mentioned prices accordingly without prior further notice. 
3. If Geba is forced to change the price in accordance with the provisions in the previous paragraph within 3 months after the agreement is concluded, the Other Party, if it is a natural person not acting in the exercise of a profession or business and having its usual residence in the Netherlands, is entitled to accept the new price or to dissolve the agreement. After Geba has notified the other party referred to herein in writing of the price increase in accordance with the provisions of this article, the Other Party shall notify Geba in writing no later than 7 days after this notification whether it dissolves the agreement, failing which it shall be deemed to agree to the price increase implemented by Geba. 
4. In the case of composite price quotations, there is no obligation to deliver a part at a proportionate part of the price quoted for the whole. 
5. If the Other Party has submitted or has had submitted models, drawings, descriptions and the like for only part of the work to be manufactured and/or delivered, Geba shall not be bound to the price quoted for the whole, should it turn out that the part not shown requires proportionately more labour and/or materials than the part shown. 
6. For orders requiring long processing time, Geba may require partial payments. 

Article 4 Change in assignment 

1. Changes or additions to the original order of any nature whatsoever, made in writing or orally by or on behalf of the Counterparty, which are accepted by Geba in accordance with the provisions of article 2 and involve higher costs than were anticipated at the time of the quotation, will be charged additionally to the Counterparty. 
2. Changes in the execution of the order requested by the Contracting Party after the order has been granted, must be communicated by the Contracting Party to Geba in writing and in a timely manner. If these changes are communicated verbally, the risk of any defect in the execution of the changes shall be borne by the Other Party. 
3. Geba shall not be liable for exceeding the agreed delivery time if this is due to changes/changes requested by the Counterparty. 

Article 5 Dispatch 

1. The loading, travelling and unloading of goods shall be at the expense and risk of the Other Party. 
2. If carriage-paid delivery has been agreed, the cheapest method of shipment shall always be followed, unless agreed otherwise between the parties in advance. For any other method of shipment, the additional costs shall be borne by the Other Party.   

Article 6 Transport risk 

1. The acceptance of the goods by the carrier, without a note on the receipt/receipt of the consignment note, is considered proof that the packaging was in good condition. 
2. Delay or delay in the delivery of the goods by the carrier shall not be the responsibility of Geba, unless such delay or delay is caused by its negligence. 

Article 7 Partial delivery 

1. Any partial delivery, including delivery of parts of a composite order, may be invoiced separately by Geba. 
2. Orders of a repetitive nature bind Geba only for the time frame it has set in writing.

Article 8 Packaging 

1. Any packaging will be taken care of by Geba in the best and most economical way, calculated at cost price, and will not be taken back unless otherwise stated on the invoice. 
2. Special packaging method prescribed by the Other Party, can be performed by Geba with packaging material provided by the Other Party. The additional costs thereof shall be borne by the Other Party. 
3. The necessity of using packaging is at Geba's discretion. 
4. In case packaging is taken back by Geba, it shall be returned by the Counterparty carriage paid within 14 days after delivery in good condition.  

Article 9 Delivery time 

1. Stated delivery times are only approximate and shall never be considered as a deadline, unless expressly agreed otherwise. In case of late delivery, Geba must be notified in writing, while exceeding the term does not entitle the Other Party to any damages or to dissolve the agreement. 
2. Geba is entitled to deliver the agreement in its entirety or, after the successive availability of the goods, in parts. If a part is delivered, Geba is entitled to demand payment for this delivery in accordance with the applicable payment terms.   

Article 10 Purchase 

1. Unless otherwise agreed, the Other Party is obliged to take delivery of the executed order immediately after its completion or immediately after it is at the Other Party's disposal, respectively. This also applies to parts of the order. 
2. If as a result of non-acceptance as referred to in the previous paragraph, the order is stored by Geba in whole or in part, Geba is authorised to charge the costs associated with storage to the Counterparty. 
3. If the Other Party, after having been given notice of default by the Supplier, still has not taken delivery of the order after a maximum period of 14 days from the date of notice of default, Geba shall - at its discretion - be entitled, even in the case of partial orders, to deliver and invoice the order in the usual way or to cancel the order, insofar as it has yet to be executed, without prejudice to its right to dissolve the agreement and/or to claim damages in accordance with the provisions of clause 13 of these special provisions. 

Article 11 Delay by the other party 

1. If the progress in the execution or delivery of the work is delayed on the part of the Counterparty, Geba may claim payment for part of the total quoted price in proportion and in proportion to the finished or delivered part and for the costs already incurred for the entire order (including those of the materials and semi-finished products intended for this order, possibly to be increased by the usual storage fee in respect of materials and semi-finished products manufactured and/or stored on the instructions of the Counterparty). 
2. If no express delivery date has been agreed upon in this regard, Geba shall be entitled to claim payment immediately after expiry of the time normally required for completion of the work in question.   

Article 12 Force majeure 

1. In case of a shortcoming not attributable to the supplier and in case of other circumstances of such a nature that fulfilment of the agreement cannot reasonably be demanded of Geba (including the case that the supplier is not enabled to deliver by its own suppliers, regardless of the reason for this), the obligation to deliver shall be suspended and the delivery time shall be extended by a period of time equal to that of the continuation of those circumstances. 
2. If the extension of the delivery time exceeds 3 months, Geba is entitled to dissolve the agreement for the part not yet fulfilled (in full or in part), without Geba being liable for any compensation. 
3. Non-attributable failure shall be understood to include, among other things, disruption of business (inter alia as a result of war, riots, floods, traffic disruptions, rationing by public utilities, lack of means for generating energy, fire, breakdown of machinery and other accidents, strikes, government measures and similar circumstances, which disrupt the normal course of business and delay the execution of the order or make it reasonably impossible, as well as any circumstances independent of the will and/or control of Geba - whether or not foreseeable - as a result of which full or partial execution of the orders is temporarily or permanently prevented.).   

Article 13 Cancellations 

1. If the Counterparty unilaterally cancels all or part of the given order, for whatever reason, the Counterparty shall nevertheless be obligated to reimburse Geba for all costs reasonably incurred in view of the execution of this order (preparation, storage, provisions, etc.) to the extent Geba so desires, to take for its account the materials and semi-finished products used or ordered for the execution of this order at the prices quoted by Geba in its calculation; all this without prejudice to Geba's right to compensation for loss of profit (if and insofar as Geba does not demand fulfilment of the agreement in this matter) and of the other damages arising from the deliberate cancellation. 
2. Items delivered by Geba to the Counterparty cannot be exchanged.   

Article 14 Retention of title 

1. Ownership of the goods delivered by Geba shall first pass to the Counterparty as soon as the Counterparty has paid Geba everything that Geba is due in respect of the delivery of such goods (including not only the purchase price including the amounts and fees due pursuant to these terms and conditions, but also any interest and costs). 
2. If any claims on other grounds are still owed by the Counterparty to Geba, Geba shall retain a (silent) lien for this on the goods delivered by Geba that in accordance with the above are encumbered with the retention of title. The Counterparty is obligated to cooperate with all establishment requirements for such lien, whereby the goods remain or come under its control. 
3. As long as the ownership has not been transferred to the Other Party or the pledge has not been extinguished by satisfaction, the Other Party shall not be entitled to pledge this item or grant third parties any other right to it, except for its sale and disposal within the scope of the Other Party's normal business operations. 
4. Should the Other Party unexpectedly fail to meet any of its obligations, Geba is authorised to claim as its property, both among the Other Party and third parties, the goods it has delivered for which, as previously indicated, full payment has not been obtained. The Counterparty authorises Geba already now for then to enter the buildings and/or premises of the Counterparty (or the places where it has deposited the goods) without further notice or judicial leave. The related costs as well as all other damages resulting from this shall be fully borne by the Other Party, who hereby expressly indemnifies Geba for all damages of and/or by third parties resulting from this retrieval. 
5. The possible retrieval by Geba of said goods does not relieve the Contracting Party from its obligations towards Geba. If the Contracting Party still fulfils its obligations as described in the previous paragraphs to pay the principal sum, interest and costs within 2 weeks after Geba has retrieved the goods or has them retrieved, the Contracting Party can again dispose of the retrieved goods, unless Geba, in connection with orders still to be executed, requires security for payment and such security is not promptly provided by the Contracting Party. If the Contracting Party has not fulfilled its obligations within one month after Geba has recalled the goods or has had them recalled, Geba can sell the goods against any plausible offer; the proceeds then realised minus the costs of the sale will then be deducted from Geba's total claim against the Contracting Party.   

Article 15 Property of the Other Party 

1. Geba shall exercise the same care with regard to the storage and use, treatment and processing of goods that Geba was given by or on behalf of the Counterparty, as it exercises with regard to its own goods. 
2. Without prejudice to the provisions in the previous paragraph and the provisions elsewhere in these terms and conditions, the Other Party shall bear the risk for the aforementioned items and shall ensure adequate insurance for both damage to and loss of those items as well as for damage to third parties caused by or arising from those items. 

Article 16 Right of lien 

1. If Geba has goods of the Contracting Party in its possession, Geba is entitled to suspend the issue of these goods until all costs Geba has incurred to execute orders of the same Contracting Party have been paid, regardless of whether these orders relate to the aforementioned or to other goods of the Contracting Party, unless the Contracting Party has provided adequate security for these costs. 
2. Geba also has the right of retention in case the Other Party becomes bankrupt or is granted a moratorium or the Statutory Regulations for the Reorganisation of Natural Persons have (temporarily) become applicable with regard to the Other Party.   

Article 17 Copyright, industrial property right and reproduction right 

1. By giving an order to use, duplicate or reproduce objects protected by the Copyright Act or any industrial property right, the Counterparty declares that no copyright or industrial property right of third parties is infringed, and indemnifies Geba both in and out of court for all consequences, both financial and otherwise, arising from the duplication or reproduction. 
2. The copyright of sketches, drawings, photographs, models and the like designed and/or created by Geba shall remain with Geba, also when the Other Party has expressly ordered and/or placed an order for them. 
3. If no order follows an ordered design as referred to in paragraph 2, the design will be charged to the Other Party after 1 month, while the reproduction rights remain with Geba. Copyrights are not included in the costs of the designs. 
4. All intermediate products and means of production, such as special tools, moulds, intermediate forms, and the like, remain the property of Geba, even if they are included separately in the quotation and/or invoiced separately. They are kept only if agreed in writing against a storage fee and then no longer than for a period of 6 months after manufacture. 

Article 18 Derogations 

Material: 
Slight deviations in quality, colour, hardness, satinage, thickness, etc. do not constitute grounds for rejection. When assessing whether a delivery falls outside permissible limits, an average must be taken from the delivery; therefore, rejection cannot be made on single samples. 

Other raw materials: 
Minor changes (e.g. model changes) of/to items forwarded by Geba do not give cause for rejection. 

Delivery errors: 
Should Geba have delivered wrong goods, the Contracting Party shall have to notify Geba immediately and enable it to retrieve the wrong goods (or have them retrieved) and deliver the correct goods. The Counterparty shall be obliged to keep the incorrect delivered goods carefully. 

More-or-less delivery: 
Geba shall be entitled to deliver 10% more or less at a fair settlement price to be determined by Geba if it concerns goods it procures from third parties under a so-called more/less clause and/or if it concerns goods and/or services, whereby it has to take into account scraps, inschiet, production loss, slump and similar factors.   

Article 19 Complaints 

1. Any complaints must be made in writing within 8 days of receipt of the goods, submitting the necessary documentary evidence that the complaint relates to the delivered/performed by Geba. The Counterparty, which has not properly examined the delivered goods for their soundness within 8 days after receipt, shall be deemed to have approved the delivery. Geba is not responsible for the final suitability of the goods and/or the performance, of each individual application or for its advice. 
2. The Other Party shall in no case be able to assert any claims against Geba after the Other Party has taken the delivered goods or a part thereof into use, has processed or treated them or has had them taken into use, processed or treated or has resold them to third parties. 
3. Geba's liability on account of any agreed delivery is limited to such amount as is reasonably proportionate in view of the circumstances of the case: 
   • the invoice amount and, failing that, the value of the agreed performance, 
   • in case of delivery in instalments: the invoice amount or the value of the respective performances, and never goes beyond 50% of the invoice amount excluding VAT. 
4. Geba shall never be liable for immaterial damage, business and/or stagnation damage, relating to or resulting from orders and/or deliveries that have or have not been executed on time and/or correctly. Complaints shall never entitle the Counterparty to withhold funds (by means of set-off or otherwise) and/or partial payment, including by means of a prejudgment attachment against itself. 
5. Defects in a part of the delivery do not entitle the Other Party to reject the entire batch delivered. 
6. Geba shall not be liable for the consequences of errors in models, drawings and/or materials, provided by the Counterparty, nor for the consequences of difficulties, occurring during use, treatment or processing of what Geba delivers in accordance with the samples or tests approved by the Counterparty. 
7. If the other party has not objected to the calculated price by registered letter no later than 8 days after receiving the invoice, it shall be deemed to have agreed to the invoice amount. 
8. Where goods are delivered at a discount or sold as special and/or specially advantageous offers, any liability for the soundness of the relevant goods and/or services is excluded and any further warranty is also excluded. 
9. When on delivered goods and/or services a manufacturer's warranty is given or any warranty is given and/or liability is borne by third parties - under any denomination whatsoever - Geba shall bear no liability whatsoever for the soundness of the delivered/performed goods and any warranty on the part of Geba is excluded. If Geba itself issues a certificate of guarantee, its liability - subject to the provisions in these terms and conditions of delivery - shall never go beyond what is stated in that certificate of guarantee. 
10. Geba's handling of complaints does not serve as proof of the merits of those complaints or the timely submission of those complaints. 

Special provisions with regard to the by Geba provision of transport services 

Article 1 General article 

To the legal relationship between Geba and the Counterparty, the following regulations/Conditions are declared applicable accordingly: 

• the Algemene Vervoerscondities 2002 (AVC 2002), filed at the registry of the courts of Amsterdam and Rotterdam; in itself and, if the CMR applies, the: 
• the Convention on the Contract for the International Carriage of Goods by Road (CMR), if and insofar as the present general terms and conditions applied by Geba do not deviate therefrom. 

Article 2 Competent court 

Geba and the Counterparty expressly declare that any disputes arising from the agreement shall be adjudicated in the first instance by the competent court in the district of Arnhem.