GENERAL CONDITIONS OF GET N.V.

1. General
These General Conditions of GET N.V. (hereafter “General Conditions”) apply unconditionally to all sales quotations made by GET N.V. (hereafter “GET”) to the customer and to all agreements between GET and the customer.

2. Quotations
All information and offers from GET are provided free of obligations and by way of information only.
Any inaccuracies in the order confirmation from GET must be notified in writing by the customer within 8 days of the order confirmation.
Each order placed only binds GET after the written confirmation that the order has been accepted.

3. Prices
The prices are quoted net, excluding VAT, and unless otherwise specified shall apply until 30 days after the quotation date.

3.1. The price includes:
 3.1.1. The delivery free of charge to the customer’s address, including packaging, transport and transport insurance costs.
 3.1.2. The guarantee (see §7) for the hardware and application software.
 3.1.3. The licence for the specified GET software.
3.2. Unless explicitly specified otherwise, the price does not include:
 3.2.1. The cabling, cable brackets and lines required for the mains voltage and communication between the mainframe, the badge reader terminals and the corresponding peripheral equipment.
 3.2.2. Any equipment that is not mentioned in the “summary price review” in the quotation but nonetheless turns out to be necessary during installation (see §11).
 3.2.3. Any construction work of a structural nature (such as masonry, concrete bases, placing loops).
3.3. Products and services not featured in the agreement shall be delivered at current rates.

4. Invoicing and payment
4.1. Orders:
4.1.1. 40% of the order amount, invoicable at the time of the order and payable before work begins.
4.1.2. 20% of the order amount, invoicable upon delivery of the equipment or putting into service of the software at the customer.
 4.1.3. 30% of the order amount, invoicable after provisional delivery to the customer.
 4.1.4. The balance of the total order amount, invoicable after final delivery.
4.2. Customised software and hardware (if ordered separately):
4.2.1. 50% invoicable at the time of the order.
4.2.2. 40% invoicable after putting into service at the customer.
4.2.3. The balance invoicable after final delivery of the customised material.
4.3. Equipment and services provided are invoicable on a monthly basis.
4.4. If the deliveries and/or services are delayed due to circumstances beyond the control of GET, the latter is still entitled to invoice the full amount.
4.5. All invoices shall be payable to GET and within 30 days of the invoice date at no cost to GET, unless explicitly specified otherwise.
 The obligation to pay is not suspended by the submission of a complaint, even if clearly justified, or legal action concerning the services and/or goods provided. In the event of allotted payment periods, the full amount shall become immediately and lawfully due if these are not observed. Any sum not paid on the due date shall be increased lawfully and without further notice by interest of 12% and compensation of 15%, with a minimum of € 100.00.
 The customer shall also forfeit the right to any discounts granted in case of non-payment.
 GET shall remain the owner of the goods delivered until the price has been paid in full. The risk immediately transfers to the buyer upon delivery of the goods.

5. Delivery period
 The contractual delivery period shall be the one indicated on GET’s order confirmation. This delivery period is indicative and not binding on GET.

6. Implementation work
 The prices quoted for implementation work are calculated without lost hours, i.e. on the assumption that the work cannot be interrupted.

7. Guarantee period
The guarantee period shall start immediately the customer provisionally receives the equipment and software. In the event of delivery in stages, the guarantee period shall begin per stage that is provisionally delivered.
7.1. Standard Guarantee:
For hardware: covering a 12-month period, the guarantee applies to the exchange of defective parts free of charge at the GET works.
For software: covering a 12-month period, the guarantee applies solely to resolving bugs in the programs provided.
The standard guarantee only provides entitlement to the above services and not preventive or ongoing maintenance, or new releases.
7.2. Guarantee Plus:
The standard guarantee (see §7.1) may be upgraded into a Guarantee Plus for an additional charge. Guarantee Plus is a fully comprehensive, on-site guarantee for hardware and software and provides entitlement to remote diagnostics, fast on-site troubleshooting and preventive maintenance under the terms and conditions and within the limits specified in the contract.
7.3. Force majeure:
 Neither the Guarantee nor the Guarantee Plus shall not cover cases of force majeure and/or misuse of hardware and/or software by the customer or a designated third party.

8. Delivery
Delivery of the order (or part thereof) falls into two parts:
8.1. Provisional delivery: this is confirmed in writing and signed by the customer when the implemented order is put into service, in other words when the installed system is autonomously operational without the back-up of an equivalent GET or other system. If the customer fails to confirm such putting into service or commissioning in writing, the equipment and/or software shall be considered to have been provisionally delivered within 30 days of delivery and/or commissioning, or from the time it is actually put into service by the customer. This delivery may contain a number of further points to be resolved.
8.2. Final delivery: this is confirmed in writing and signed by the customer once the order has been performed and delivered in accordance with the agreements stipulated in the order.

9. Comprehensive maintenance contract
 The comprehensive maintenance contract provides entitlement to a fast field service and comprises the replacement of defective parts, plus the work performed on site and travelling costs. The comprehensive maintenance contract price covers preventive maintenance, replacement of parts and travelling costs.
 The comprehensive maintenance contract is covered by a separate agreement. See “GET comprehensive maintenance contract” for the General Maintenance Conditions. The conclusion of a comprehensive maintenance contract non-contiguously with a Guarantee Plus automatically implies that an “incoming inspection” of the current status of the GET system shall be performed before the comprehensive maintenance contract is concluded, and any extra maintenance costs should be performed at the customer’s expense in order to bring the system up to an acceptable level of maintenance. A comprehensive maintenance contract may only be concluded after the “incoming inspection” and the subsequent necessary maintenance work have been carried out.

10. Services provided by the GET implementation team
10.1. Training: GET shall provide a basic training package to allow customers to parameterise and operate the standard system themselves. GET can provide further training if need be, charged at the current rates at that time.

10.2. Supervision and project follow-up: When the system is being implemented, GET may provide extra assistance and co-ordination during parametrisation and commissioning by providing a number of days of supervision and project follow-up, charged at the current rates at that time.
10.3. Manuals: GET shall provide 1 manual in the contract language on paper and CD-ROM for each system implemented. If the customer so wishes, further copies may be provided for a fee.
10.4. Implementation days that are cancelled, expire or cannot be held due to reasons beyond GET’s control shall continue to be payable. If GET only receives the written cancellation two weeks prior to performance, a cancellation fee of € 75.00 shall be charged. Within the final week prior to performance the full amount shall be charged.
10.5. Planned implementation days that have to be rescheduled due to reasons beyond GET’s control, shall continue to be payable: in the event of change of schedule two weeks prior to the planned date, a cancellation fee of € 75.00 shall be charged per changed day. In the event of change of schedule within the final week prior to the planned date, the full amount shall be charged.
10.6. GET is entitled to refrain from performing the requisite services if, one week before the activities get underway, the customer fails to make the necessary payments.

11. Confidentiality
 All information and/or data supplied by GET to the customer within the framework of this agreement and the performance thereof and relating to the services and/or hardware and software provided by GET is confidential and is of important commercial value to GET.
 The customer undertakes to keep such confidential information and/or data strictly secret and under no circumstances and in no manner to pass such information and/or data on to third parties and not to use this information and/or data for its own benefit except with the express written approval of GET. The customer shall only pass on the confidential information and/or data to those amongst its employees for whom this information and/or data is absolutely necessary to allow the customer to fulfil its own contractual obligations in respect of GET. If the customer fails to observe the provisions of the present article, it shall pay GET a sum of € 125,000.00 by way of a lump-sum compensation per violation, notwithstanding the right of GET to prove and demand payment of the entire damage caused by such violation(s).

12. Transfer of property and right of use
12.1. Transfer of hardware property:
 Hardware property may be transferred only after the system is delivered in full and paid for in full (the full price including any delay interest and compensation). However, as soon as the materials are delivered, the customer shall be responsible for the protection, insurance and possibly operation thereof and the creation of back-ups for software applications, as the customer effectively has the right of use at the time.
12.2. Right of use of the software:
 Both the system and the application software are made available to the user under licence at the site where the equipment and software is commissioned and put into service, for the entire period of use. Hence the software may not be used, whether or not in combination with the necessary hardware, at other sites, without GET’s prior written consent.
12.3. GET shall at all times remain owner of all intellectual and other property rights in respect of all software.

13. Force majeure
 In instances of force majeure GET shall always have the right to either suspend its obligations for the duration of the instance of force majeure or, if the instance of force majeure lasts more than six months, to lawfully annul the purchase without GET being liable for compensation in one of the aforementioned instances.
 

14. Liability
 GET shall ensure that the goods sold comply with the standards employed by GET, together with any express, written stipulations made by GET in this respect. Only advice notes and guarantees provided in writing by GET may be held against GET. Any liability for defects and any guarantee obligation shall lapse if the instructions for use are not followed, if the goods sold are not handled judiciously by the customer, if the goods sold are modified by the customer or if the customer has changed the normal use of the goods.
 Any shortcoming on the part of GET shall in principle only be made good in kind, i.e. by the repair or replacement of the goods delivered or the defective components thereof, without GET being able to be held liable for any further compensation. In the event that GET has obtained the goods sold from a third party, the possibility of reparation in kind shall depend on the terms and conditions of this third party. If GET has a guarantee in respect of the goods obtained from a third party, its guarantee obligation shall in any event not extend beyond the guarantee which it has itself obtained from this third party. Under no circumstances may GET be held liable for damage that was not caused directly and immediately by an error on the part of GET. Under no circumstances may GET be held liable for defects in the material, hardware, peripherals or software in which the items delivered were implemented by or by order of the customer. At no time may GET be held liable for indirect damage such as, but not limited to loss of income, third-party claims, loss of clientele of loss of data or for any other damage of defects attributable to material or information provided by the customer. Under no circumstances shall GET’s liability exceed half the amount paid by the customer for the goods sold under the relevant agreement. Under no circumstances shall the customer be entitled to return goods or their packaging to GET unless by written agreement.

15. Complaints
 GET must be notified of any complaints within eight days of delivery, by registered letter and with a statement of reasons.

16. Legal disputes
 Any disputes concerning the agreement entered into shall be dealt with under Belgian law and the Courts of Antwerp shall have sole jurisdiction to hear such matters.