GAC Standard Terms and Conditions

1. Quotations, contract

 

1.1             These standard terms and conditions apply to all quotations, legal relationships and contracts in which GAC Global Solutions B.V. supplies the client with goods and/or services of any kind. Departures from and additions to these standard terms and conditions are only valid when they are expressly agreed in writing.

1.2             All quotations and other statements of GAC are without obligation, unless explicitly stated otherwise in writing. The client guarantees the accuracy and completeness of the measurements, requirements, specifications of the performance and other details communicated to GAC by the client or on his behalf and on which GAC bases its quotation.

1.3             The applicability of any terms and conditions of purchase or otherwise of the client is expressly rejected.

1.4             In the event any provision of these standard terms and conditions is declared void or invalid, the other provisions of these standard terms and conditions continue to apply in full.

 

2. Price and payment

 

2.1             All prices and amounts referred to in these standard terms and conditions and/or in quotations or contracts from or with GAC that are governed by these standard terms and conditions, are exclusive of valued added tax (VAT) and any other current or future levies imposed by the government.

2.2             If the client is subject to a periodic payment obligation, GAC is entitled to adjust the prices and rates in writing observing a notice period of at least three months. If the client is not in agreement with that adjustment, the client is entitled for a period of thirty days of notification to terminate the contract as of the date on which the adjustment comes into effect.

2.3             The client shall pay all invoices within 14 days of the invoice date. The client is never entitled to offset or to suspend a payment.

2.4             If the client fails to remit the payable amounts in time, the client shall be liable for statutory interest over the outstanding amount without requiring a demand or notice of default. If the client fails to pay the claim following a demand or notice of default, GAC is entitled pass on the debt for collection, in which case the client shall be liable for the total payable amount and for all judicial and extrajudicial costs, including actual costs charged by external experts in addition to the costs determined in court.

2.5             If the client failed to pay within 14 days of the invoice date, GAC is entitled to suspend its obligations in respect of the client.

 

3. Confidential information, acquisition of personnel and privacy

 

3.1             Both parties guarantee that all details received from the other party, which they know or should know to be of a confidential nature, shall remain confidential unless a statutory obligation necessitates their disclosure. The party receiving those confidential details shall use them exclusively for the purpose for which they were provided. Details are always treated confidentially if they are marked as such by either party.

3.2             During the term of the contract and for one year following its termination, both parties shall only engage employees of the other party who are or have been involved with the performance of the contract or have them work for them in any other way with prior written approval from the other party. The supplier shall not withhold that approval if the client offers appropriate compensation.

3.3             The client indemnifies GAC against claims by persons whose personal details are recorded or processed in the framework of personal records maintained by the client or for which the client is responsible by virtue of the law, unless the client proves that the facts that form the basis for the claim are solely attributable to the supplier.

 

4. Retention of ownership and rights, specification and possessory lien

                  

4.1             All goods delivered to the client shall remain the property of GAC until all amounts payable by the client for the goods delivered or to be delivered or the services rendered or to be rendered under the contract, and all other amounts payable by the client as a result of failing to meet his payment obligation, have been paid to GAC in full. A client acting as a reseller shall be permitted to resell all goods that are subject to GAC’s retention of ownership insofar as that is customary in the context of his normal business operations. If the client uses goods supplied by GAC to make a new item, the client shall make that item exclusively for GAC and the client shall retain possession of the newly made item for GAC until the client has remitted all amounts payable under the contract; in that case GAC shall hold all rights as owner of the newly made item until the time of full and final settlement by the client.

4.2             Where applicable, rights shall be granted or transferred to the client on condition that the client remits the agreed payments on time and in full.

4.3             GAC may retain possession of goods, products, property and property rights, data, documents, data files and interim or full results of GAC's service that are received or generated in the context of the contract, despite an existing obligation to issue them, until the client has met all his payment obligations in respect of GAC.

 

6. Intellectual and industrial property rights

 

6.1             All intellectual and industrial property rights on software, websites, data files, equipment or other materials, such as analyses, designs, documentation, reports, quotations, or preparatory materials developed or made available pursuant to the contract shall remain exclusively with GAC, its licensors or its suppliers. The client only acquires the rights of use that are awarded explicitly in these terms and conditions and by law. Any other or further right of the client to reproduce software, websites, data files or other materials is excluded. A right of use awarded to a client is non-exclusive and non-transferrable to third parties.

6.2             If - at variance with Article 6.1 - GAC is prepared to commit to transferring an intellectual or industrial property right, such an undertaking can only be entered into expressly in writing. If the parties agree expressly in writing that intellectual or industrial property rights regarding software, websites, data files, equipment or other materials developed specifically for the client shall transfer to the client, this is without prejudice to GAC's authority to apply and use the underlying components, general principles, ideas, designs, documentation, works, programming languages et cetera, without any restrictions either for itself or for third parties. A transfer of intellectual or industrial property rights is also without prejudice to GAC's right to undertake developments on behalf of itself or third parties that are similar to those made or being made on behalf of the client.

6.3             The client is not permitted to remove or amend any mark regarding the confidential nature or relevant copyrights, brands, trade names or other intellectual or industrial property rights from the software, websites, data files, equipment or materials.

6.4             GAC is permitted to take technical measures to protect the software or in view of the agreed restrictions in the duration of the right of use of the software. The client is not permitted to remove or circumvent such technical measures. If security measures mean that the client cannot make a spare copy of the software, GAC shall make a spare copy available upon the client's request.

6.5             Unless GAC makes a spare copy of the software available to the client, the client is entitled to make one spare copy of the software that may only be used as protection against involuntary loss of ownership or damage. Installing a spare copy only takes place after involuntary loss of ownership or damage. A spare copy must have the same labels and marks of copyright as the original copy (see Article 6.3).

6.6             GAC indemnifies the client against any legal claim by a third party that is based on the allegation that the software, websites, data files, equipment or other materials developed by GAC itself are in breach of intellectual or industrial property rights that apply in the Netherlands, on condition that the client informs GAC immediately in writing of the existence and the content of the legal claim and leaves GAC to deal with the case, including any settlements. The client shall grant the necessary powers of attorney, information and cooperation to GAC, if necessary in the name of the client, to defend these legal claims. This indemnity obligation is null and void if the alleged breach is connected (i) with materials made available by the client to GAC for use, editing, processing or incorporation, or (ii) with changes made by the client, or by third parties on the instructions of the client, to the software, website, data files, equipment or other materials. If it is established irrevocably in law that the software, websites, data files, equipment or other materials developed by GAC itself are in breach of any intellectual or industrial property right that pertains to a third party or if GAC is of the opinion that there is a reasonable chance that such a breach might occur, GAC shall strive to ensure that the client can continue to use the supplied or functionally equivalent different software, websites, data files, equipment or the relevant other materials without impediment, for example by altering the components that are in breach or by acquiring a right of use on behalf of the client. If GAC, at its discretion, is unable to ensure that the client can continue to have unimpeded use or only in financially unreasonably onerous ways, GAC shall take back the delivered items after crediting the acquisition costs whilst deducting a reasonable fee for use. In this context GAC shall make its choice following consultation with the client. Every other or further liability or indemnity obligation on the part of GAC due to breaching the intellectual or industrial property rights of a third party is fully excluded, including liability and indemnity obligations on the part of GAC for breaches caused by using the supplied software, websites, data files, equipment and/or materials (i) in a form modified by somebody other than the supplier, (ii) in conjunction with goods or software that were not provided by GAC or (iii) in a manner other than intended for the equipment, software, websites, data files and/or other materials.

6.7             The client guarantees that there are no rights of third parties that oppose making equipment, software, materials intended for websites (image material, text, music, domain names, logos, etc), data files or other materials, including design materials, available to GAC for the purpose of use, editing, installing or incorporation (e.g. in a website). The Client shall indemnify GAC against all actions based on a claim that said provision, use, editing, installing or incorporation infringes the rights of third parties in any way.

9. Termination of the contract

 

9.1             Both parties are only authorised to dissolve the contract when the other party, having been sent a correctly formulated notice of default, providing as much detail as possible and setting a reasonable period of time to rectify the shortcoming, fails attributably to comply with a material obligation in this contract.

9.2             Contracts that do not end upon their completion in view of their nature and content and are entered into for an indefinite period of time, can be terminated in writing by either party following proper consultation and whilst stating reasons. If the parties have not agreed a specific notice period, a reasonable notice period must be observed. The parties shall never be liable to pay damages due to termination.

9.3             At variance with the relevant statutory provisions under directory law, the client may only terminate a service contract in the cases provided for in these terms and conditions.

9.4             Either of the parties can terminate the contract in writing, in full or in part, without notice of default and with immediate effect, if the other party is granted suspension of payment – provisional or otherwise – or if the bankruptcy of the other party is applied for or if the company of the other party is wound up or terminated for purposes other than reorganisation or a merger between companies. GAC can never be held liable for damage or repayment of any monies already received due to such termination. In the event of the client's bankruptcy, the right of use for the software made available to the client expires lawfully.

9.5            If at the time of dissolution as provided for in Article 9.1 the client already received goods or services to implement the contract, those goods or services and the related payment obligations cannot be revoked unless the client is able to demonstrate that GAC failed to meet its obligations in respect of those goods or services. Amounts invoiced by GAC prior to dissolution of the contract in relation to goods or services provided properly to implement the contract, remain payable with due regard to the previous sentence and shall become immediately due and payable upon dissolution of the contract.

9.6             Obligations that are deemed to continue to apply following termination of the contract due their nature, such as agreements regarding intellectual property rights, confidentiality, settling disputes, applicable law and forum, shall continue to be effective between the parties even after termination of the contract.

 

12. Applicable law and disputes

 

12.1           The contracts between GAC and the client shall be governed exclusively by the laws of the Netherlands. The applicability of the Vienna Sales Convention of 1980 is excluded.

12.3           Disputes arising between GAC and the client in relation to an contract entered into between GAC and the client or in relation to other contracts following on from the original one shall be settled exclusively by the competent court in s-Hertogenbosch.

   

1. Quotations, contract

 

1.1             These standard terms and conditions apply to all quotations, legal relationships and contracts in which GAC Global Solutions B.V. supplies the client with goods and/or services of any kind. Departures from and additions to these standard terms and conditions are only valid when they are expressly agreed in writing.

1.2             All quotations and other statements of GAC are without obligation, unless explicitly stated otherwise in writing. The client guarantees the accuracy and completeness of the measurements, requirements, specifications of the performance and other details communicated to GAC by the client or on his behalf and on which GAC bases its quotation.

1.3             The applicability of any terms and conditions of purchase or otherwise of the client is expressly rejected.

1.4             In the event any provision of these standard terms and conditions is declared void or invalid, the other provisions of these standard terms and conditions continue to apply in full.

 

2. Price and payment

 

2.1             All prices and amounts referred to in these standard terms and conditions and/or in quotations or contracts from or with GAC that are governed by these standard terms and conditions, are exclusive of valued added tax (VAT) and any other current or future levies imposed by the government.

2.2             If the client is subject to a periodic payment obligation, GAC is entitled to adjust the prices and rates in writing observing a notice period of at least three months. If the client is not in agreement with that adjustment, the client is entitled for a period of thirty days of notification to terminate the contract as of the date on which the adjustment comes into effect.

2.3             The client shall pay all invoices within 14 days of the invoice date. The client is never entitled to offset or to suspend a payment.

2.4             If the client fails to remit the payable amounts in time, the client shall be liable for statutory interest over the outstanding amount without requiring a demand or notice of default. If the client fails to pay the claim following a demand or notice of default, GAC is entitled pass on the debt for collection, in which case the client shall be liable for the total payable amount and for all judicial and extrajudicial costs, including actual costs charged by external experts in addition to the costs determined in court.

2.5             If the client failed to pay within 14 days of the invoice date, GAC is entitled to suspend its obligations in respect of the client.

 

3. Confidential information, acquisition of personnel and privacy

 

3.1             Both parties guarantee that all details received from the other party, which they know or should know to be of a confidential nature, shall remain confidential unless a statutory obligation necessitates their disclosure. The party receiving those confidential details shall use them exclusively for the purpose for which they were provided. Details are always treated confidentially if they are marked as such by either party.

3.2             During the term of the contract and for one year following its termination, both parties shall only engage employees of the other party who are or have been involved with the performance of the contract or have them work for them in any other way with prior written approval from the other party. The supplier shall not withhold that approval if the client offers appropriate compensation.

3.3             The client indemnifies GAC against claims by persons whose personal details are recorded or processed in the framework of personal records maintained by the client or for which the client is responsible by virtue of the law, unless the client proves that the facts that form the basis for the claim are solely attributable to the supplier.

 

4. Retention of ownership and rights, specification and possessory lien

                  

4.1             All goods delivered to the client shall remain the property of GAC until all amounts payable by the client for the goods delivered or to be delivered or the services rendered or to be rendered under the contract, and all other amounts payable by the client as a result of failing to meet his payment obligation, have been paid to GAC in full. A client acting as a reseller shall be permitted to resell all goods that are subject to GAC’s retention of ownership insofar as that is customary in the context of his normal business operations. If the client uses goods supplied by GAC to make a new item, the client shall make that item exclusively for GAC and the client shall retain possession of the newly made item for GAC until the client has remitted all amounts payable under the contract; in that case GAC shall hold all rights as owner of the newly made item until the time of full and final settlement by the client.

4.2             Where applicable, rights shall be granted or transferred to the client on condition that the client remits the agreed payments on time and in full.

4.3             GAC may retain possession of goods, products, property and property rights, data, documents, data files and interim or full results of GAC's service that are received or generated in the context of the contract, despite an existing obligation to issue them, until the client has met all his payment obligations in respect of GAC.

 

6. Intellectual and industrial property rights

 

6.1             All intellectual and industrial property rights on software, websites, data files, equipment or other materials, such as analyses, designs, documentation, reports, quotations, or preparatory materials developed or made available pursuant to the contract shall remain exclusively with GAC, its licensors or its suppliers. The client only acquires the rights of use that are awarded explicitly in these terms and conditions and by law. Any other or further right of the client to reproduce software, websites, data files or other materials is excluded. A right of use awarded to a client is non-exclusive and non-transferrable to third parties.

6.2             If - at variance with Article 6.1 - GAC is prepared to commit to transferring an intellectual or industrial property right, such an undertaking can only be entered into expressly in writing. If the parties agree expressly in writing that intellectual or industrial property rights regarding software, websites, data files, equipment or other materials developed specifically for the client shall transfer to the client, this is without prejudice to GAC's authority to apply and use the underlying components, general principles, ideas, designs, documentation, works, programming languages et cetera, without any restrictions either for itself or for third parties. A transfer of intellectual or industrial property rights is also without prejudice to GAC's right to undertake developments on behalf of itself or third parties that are similar to those made or being made on behalf of the client.

6.3             The client is not permitted to remove or amend any mark regarding the confidential nature or relevant copyrights, brands, trade names or other intellectual or industrial property rights from the software, websites, data files, equipment or materials.

6.4             GAC is permitted to take technical measures to protect the software or in view of the agreed restrictions in the duration of the right of use of the software. The client is not permitted to remove or circumvent such technical measures. If security measures mean that the client cannot make a spare copy of the software, GAC shall make a spare copy available upon the client's request.

6.5             Unless GAC makes a spare copy of the software available to the client, the client is entitled to make one spare copy of the software that may only be used as protection against involuntary loss of ownership or damage. Installing a spare copy only takes place after involuntary loss of ownership or damage. A spare copy must have the same labels and marks of copyright as the original copy (see Article 6.3).

6.6             GAC indemnifies the client against any legal claim by a third party that is based on the allegation that the software, websites, data files, equipment or other materials developed by GAC itself are in breach of intellectual or industrial property rights that apply in the Netherlands, on condition that the client informs GAC immediately in writing of the existence and the content of the legal claim and leaves GAC to deal with the case, including any settlements. The client shall grant the necessary powers of attorney, information and cooperation to GAC, if necessary in the name of the client, to defend these legal claims. This indemnity obligation is null and void if the alleged breach is connected (i) with materials made available by the client to GAC for use, editing, processing or incorporation, or (ii) with changes made by the client, or by third parties on the instructions of the client, to the software, website, data files, equipment or other materials. If it is established irrevocably in law that the software, websites, data files, equipment or other materials developed by GAC itself are in breach of any intellectual or industrial property right that pertains to a third party or if GAC is of the opinion that there is a reasonable chance that such a breach might occur, GAC shall strive to ensure that the client can continue to use the supplied or functionally equivalent different software, websites, data files, equipment or the relevant other materials without impediment, for example by altering the components that are in breach or by acquiring a right of use on behalf of the client. If GAC, at its discretion, is unable to ensure that the client can continue to have unimpeded use or only in financially unreasonably onerous ways, GAC shall take back the delivered items after crediting the acquisition costs whilst deducting a reasonable fee for use. In this context GAC shall make its choice following consultation with the client. Every other or further liability or indemnity obligation on the part of GAC due to breaching the intellectual or industrial property rights of a third party is fully excluded, including liability and indemnity obligations on the part of GAC for breaches caused by using the supplied software, websites, data files, equipment and/or materials (i) in a form modified by somebody other than the supplier, (ii) in conjunction with goods or software that were not provided by GAC or (iii) in a manner other than intended for the equipment, software, websites, data files and/or other materials.

6.7             The client guarantees that there are no rights of third parties that oppose making equipment, software, materials intended for websites (image material, text, music, domain names, logos, etc), data files or other materials, including design materials, available to GAC for the purpose of use, editing, installing or incorporation (e.g. in a website). The Client shall indemnify GAC against all actions based on a claim that said provision, use, editing, installing or incorporation infringes the rights of third parties in any way.

9. Termination of the contract

 

9.1             Both parties are only authorised to dissolve the contract when the other party, having been sent a correctly formulated notice of default, providing as much detail as possible and setting a reasonable period of time to rectify the shortcoming, fails attributably to comply with a material obligation in this contract.

9.2             Contracts that do not end upon their completion in view of their nature and content and are entered into for an indefinite period of time, can be terminated in writing by either party following proper consultation and whilst stating reasons. If the parties have not agreed a specific notice period, a reasonable notice period must be observed. The parties shall never be liable to pay damages due to termination.

9.3             At variance with the relevant statutory provisions under directory law, the client may only terminate a service contract in the cases provided for in these terms and conditions.

9.4             Either of the parties can terminate the contract in writing, in full or in part, without notice of default and with immediate effect, if the other party is granted suspension of payment – provisional or otherwise – or if the bankruptcy of the other party is applied for or if the company of the other party is wound up or terminated for purposes other than reorganisation or a merger between companies. GAC can never be held liable for damage or repayment of any monies already received due to such termination. In the event of the client's bankruptcy, the right of use for the software made available to the client expires lawfully.

9.5            If at the time of dissolution as provided for in Article 9.1 the client already received goods or services to implement the contract, those goods or services and the related payment obligations cannot be revoked unless the client is able to demonstrate that GAC failed to meet its obligations in respect of those goods or services. Amounts invoiced by GAC prior to dissolution of the contract in relation to goods or services provided properly to implement the contract, remain payable with due regard to the previous sentence and shall become immediately due and payable upon dissolution of the contract.

9.6             Obligations that are deemed to continue to apply following termination of the contract due their nature, such as agreements regarding intellectual property rights, confidentiality, settling disputes, applicable law and forum, shall continue to be effective between the parties even after termination of the contract.

 

12. Applicable law and disputes

 

12.1           The contracts between GAC and the client shall be governed exclusively by the laws of the Netherlands. The applicability of the Vienna Sales Convention of 1980 is excluded.

12.3           Disputes arising between GAC and the client in relation to an contract entered into between GAC and the client or in relation to other contracts following on from the original one shall be settled exclusively by the competent court in s-Hertogenbosch.