General terms and conditions of Geysen NV
A. General
- Unless otherwise agreed in writing, all quotations and services are subject exclusively to these general terms and conditions, to the exclusion of all other general or specific terms and conditions, including the customer’s purchase conditions. The customer declares to be aware of and accepts these general terms and conditions.
- Geysen NV takes your privacy seriously. Geysen NV processes obtained personal data in accordance with the principles of data processing and the obligations imposed by the European Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 concerning the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, the “General Data Protection Regulation” (GDPR).
B. Quotations – Technical Drawings
- Quotations are only binding if signed by an authorized body of Geysen NV. They are valid for one month from the date mentioned unless explicitly stated otherwise. Offers, prices, and other elements in brochures or publications are non-binding.
- Orders must be placed in writing via email or another agreed platform, or by signing a purchase order or quotation. By ordering, the customer accepts these general terms and conditions, excluding all other terms not expressly accepted in writing by Geysen NV.
- Geysen NV is not responsible for plans or models provided by the customer and is not required to check them for design or other errors.
- Technical drawings, designs, and/or calculations created by Geysen NV may not be shared with third parties by the customer. Geysen NV can never be held liable for the use of these drawings, designs, or calculations by the customer or third parties.
C. Prices – Hardship Clause
- All taxes, levies of any kind, and VAT are borne by the customer.
- Change of circumstances (Art. 5.74 Belgian Civil Code): The parties accept that an increase in wages and fuel prices between the date of delivery and the date of the offer/quotation from Geysen NV triggers Article 5.74. Geysen NV will notify the customer of such changes in writing beforehand:
8.1. If wages in PC 111 increase for any reason, the hourly rates will be adjusted accordingly.
8.2. If the market-conform wage cost of technicians increases, regardless of salary scales, the hourly rates will be adjusted.
8.3. Adjustments in fuel prices will proportionally increase travel costs. - Invoices from Geysen NV are payable in Westerlo within 30 calendar days from the invoice date at Geysen NV’s registered office.
- Each Geysen NV employee registers hours worked daily via a designated smartphone app. Weekly hour summaries are emailed to the customer. If not disputed within 3 business days (Saturday excluded), the hours are deemed accepted. Invoices are issued monthly.
- Disputes regarding invoices must be made by registered mail within five business days (Saturday excluded) of the invoice date, stating the invoice number and date. Failure to do so invalidates the protest. Disputes do not suspend the customer’s payment obligation. Offsetting of invoices with claimed damages is excluded.
- Late payments incur interest by law and without notice at the rate defined in the Act of 2 August 2002 on late payments in commercial transactions.
- Late payments are increased by a fixed penalty of 10%, without prejudice to the right to claim greater actual damages with proof.
- Late payment entitles Geysen NV to suspend all services until payment is made.
D. Delivery and Performance Deadlines – Force Majeure
- Deadlines are indicative only and do not entitle termination or compensation unless explicitly agreed in writing.
- Force majeure releases the affected party from obligations. Situations considered force majeure include: supply interruptions, (partial) strikes, riots, lockouts, accidents, machine breakdowns, fires, material or transport shortages, power shortages, epidemics, extreme weather, floods, labor shortages, and any uncontrollable events causing business or supply interruptions.
E. Cancellation
- Cancellations trigger a fixed compensation of 33% of the order value by operation of law and without notice, due to incurred losses and lost profit.
F. Liability – Indemnification
- Geysen NV’s liability for all errors, including gross negligence and intent by agents, is limited to the coverage of its insurance policies, available for inspection upon request. The customer waives any claim exceeding this coverage. The insurance certificate is attached to the agreement.
- Geysen NV is not liable for third-party damages and is not obligated to indemnify the customer.
- The customer indemnifies Geysen NV against any third-party claims resulting from damage caused by the customer. This is accounted for in the pricing.
G. Non-Solicitation:
- The agreement includes the essential obligation for the customer not to:
Induce Geysen NV’s clients, suppliers, subcontractors, or other partners to end, reduce, or alter their relationship with Geysen NV.
Solicit or induce Geysen NV’s personnel, temps, or subcontractors during the agreement and for 6 months after its termination.
Intervene in the employment relationship between Geysen NV and its staff.
Offer work to or employ anyone who has worked for Geysen NV within 6 months of termination.
Induce former directors, partners, shareholders, advisors, or representatives of Geysen NV to end their relationship or interfere therein.
- These obligations are geographically limited to the Benelux. Violations incur an automatic and fixed penalty of €50,000 without notice. This amount reflects estimated minimum damages due to recruitment and training costs and Geysen’s business model.
H. Independent Status – Authority
Geysen NV’s technicians work solely under Geysen NV’s authority and cannot be seen as the customer’s employees.
Customers may only give instructions to technicians regarding:Safety and well-being;
Equipment to be used;
Sequence and timing of tasks.
I. Retention of Title
- In sales, ownership of goods remains with Geysen NV until full payment is made. Risk transfers to the customer upon delivery, regardless of ownership retention.
J. Dispute Resolution
- Belgian law applies exclusively, excluding the Vienna Convention and any rule that would lead to another jurisdiction.
Only the Courts of Antwerp, Turnhout Division, have jurisdiction.
K. Miscellaneous
These terms constitute the entire agreement.
Invalidity of a clause does not affect the rest; the parties will negotiate a valid substitute clause.
Clauses 7, 10, 13, 14, 19, 20, 21, 22, 23, 25, 26, 27, 28, and 29 survive termination and remain binding.