General conditions

General delivery conditions Freightlive B.V. deposited at the Chamber of Commerce under number 53328175

1. General
1.1. These general sales, delivery and payment conditions (“the general conditions”) apply to and are an inseparable part of all quotations, that have been issued by Freightlive (after this us/we), all offers made by Frieghtlive and all agreements Freightlive enters upon with its customers.  By “customer” is meant every natural person or legal person who has or is going to have a contractual relation with Frieghtlive, of whatever nature, with the exception of its suppliers and partners.
1.2. In addition to these general conditions, if explicitly indicated in writing, additional conditions can apply to particular Freightlive services and/or products. If any differences should exist between the additional conditions and the general conditions, the conditions from the additional conditions take precedence over these general conditions, unless stated differently in writing.
1.3. When these general conditions apply to a quotation, offer and/or agreement, they are also applicable without further declaration of application to all new quotations, offers and/or agreements between the parties, unless explicitly agreed in writing otherwise.
1.4. If any condition of these general conditions is invalid, or is declared invalid, or in any other way declared not applicable, the other conditions of these general conditions completely remain in full force and instead of the invalid, declared invalid or the condition declared not applicable, the parties will agree upon a replacement condition in which, as much as possible, the aim and the drift of the invalid, declared invalid or condition declared not applicable, will be taken into consideration.
1.5. General conditions that are used by the Freightlive customer, are not applicable, unless Frieghtlive has explicitly agreed to this in writing.
1.6. Freightlive retains the right to adapt or add to these general conditions.
1.7. Freightlive is entitled, when carrying out agreements with the customer, to make use of third parties.In that situation, the present general conditions also apply.
1.8. Every communication between Freightlive and the customer can take place electronically, except in so far as is deviated from this in these general conditions and/or the agreement and/or the law.  The version of the communication about this, recorded by Freightlive is proof of this, except when there is proof to the contrary by the customer.

2. Quotation, Offer and Agreement
2.1. All Freightlive quotations and offers are free of engagement, unless otherwise agreed upon in writing, and are based on the information supplied by the customer or on behalf of the customer. The customer sees to it, that all information that is indicated by Freightlive to be necessary or of which the customer is reasonably expected to understand that it is necessary for drawing up the quotation, is supplied in good time. In addition, the customer is responsible for the exactness and completeness of the data provided.
2.2. Quotations and offers have a period of validity of 4 weeks, unless a different period is stated in the quotation or offer.
2.3. The customer is obliged, if the execution of the activities and/or supply is to take place abroad, to report in writing to Freightlive regulations of a compelling legal nature concerning these activities in the country where the agreement has to be executed, in any case before the quotation is handed over by Freightlive, in default of which, in case of non-compliance with these regulations of a compelling legal nature, Freightlive cannot  and will not accept any form of liability regardless of the regulations in the country concerned.
2.4. An agreement becomes effective, after which an agreement sent by Freightlive has been received back from the customer signed by the customer. This signed agreement is an addition to the quotation and is an inseparable part of it. In so far as the text of the agreement is inconsistent with the text of the quotation the text of the agreement prevails.
2.5. Prices mentioned by us are always in euros, unless explicitly differently agreed upon, and always exclude VAT and other comparable levies.
2.6. Evident mistakes in writing in our quotations, offers and agreements are not binding; we always have the right to make adaptations in these cases.

3. Changes in the quotation or order
3.1. If the customer wishes to change the original order or agreement, he must inform Freightlive of these changes in writing and in good time in clear language and/or descriptions. After written approval by Freightlive these changes will be part of the agreement.
3.2. If, after sending the quotation, additional, for the execution of the order, essential information is received by Freightlive from the customer or unforeseen circumstances should occur, the original quotation will be cancelled and Freightlive will send a new quotation to the customer.
3.3. If Freightlive after sending or after the agreement becoming effective, receives essential information from the customer or in the case of unforeseen circumstances, Freightlive is entitled to charge the extra costs that have to be made as a result of this to the customer.
3.4. Implementation of verbally ordered changes in an order agreed upon, is completely to be paid for and at the risk of the customer.
3.5. Changes in an order already agreed upon, may cause a service or product to become later available for the customer than was originally agreed upon.

4. Execution of the agreement
4.1. Freightlive will carry out the agreement with the care of a good contractor. The contents of the agreement and the way it will be realised, are further specified in the quotation and the agreement.
4.2. The customer sees to it that all data and information, which Freightlive has indicated to be necessary, or of which the customer should reasonably be expected to understand that these are necessary or possibly relevant for carrying out the agreement, are provided to Freightlive in good time. The customer guarantees the correctness and completeness of all data and information provided to Freightlive. Freightlive is never liable  for damage resulting from incorrect or incomplete information provided by the customer.
4.3. If for carrying out work for the implementation or the supply of services and/or transactions a term has been agreed upon or indicated, this is never a fatal deadline. When a term is exceeded, the customer must offer Freightlive a reasonable term in which Freightlive is able to still carry out the agreement.

5. Duration of agreement
5.1. The agreement is entered upon for an indefinite time, unless the parties agree otherwise in writing or something else arises from the nature of the agreement. If the agreement has been entered upon for an indefinite time, it can at any time be cancelled by both parties , with due observance to a notice period of 1 (one) month.
5.2. If the parties have agreed that an agreement is entered upon for a certain time and the customer in between times ends the agreement, in whatever way, Freightlive retains the right to compensation for any damage that Freightlive suffers due to that termination, unless  the customer cancels the assignment on the basis of serious grounds.

6. Postponement and annulment
6.1. If the customer does not or not properly meet or not timely meet any obligation, which might follow from any agreement, of which these general conditions are a part, entered upon with us, or Freightlive has reason to assume that the customer will not properly or timely meet any obligation that rests upon the customer through an agreement entered upon by the customer, such as , but not exclusively in case a moratorium is granted to the customer, the customer files for bankruptcy, or the business of the customer is terminated or liquidated, the customer is legally considered, without further notice, to be in default and we have the right without legal intervention to completely or partially postpone the carrying out of any agreement entered upon with the customer or to completely or partially annul the agreement or agreements by a declaration to that effect, without being required to provide any damages or guarantee, all this without prejudice to the rights we are entitled to, as well as the right to complete damages.
6.2. If we postpone the execution of the agreement or completely or partially annul the agreement, we will send the customer an invoice for the activities carried out up to that moment or for the services provided.
6.3. In all cases mentioned in the first paragraph of this article, our receivables we have on the customer and/or get in this way, will be immediately and completely payable.

7. Payments
7.1. In so far as no other payment conditions have been explicitly agreed upon, the customer will completely pay an invoice within 30 days after invoice date. Possible objections to the height of the invoice do not postpone the payment obligation of the customer.
7.2. The customer explicitly has no right to deduct outstanding invoices from whatever claim on us, neither is the customer entitled authorised seizure among himself to the detriment of us.
7.3. If the customer has not paid the invoice within the term set for this, he is considered to be legally in default and we have the right, without any summation or further notice of default, to bill the customer an interest of 1.5% per month starting on the maturity date of the invoice, up to the day the invoice is completely paid, where part of a month is calculated as one month, one thing and another without prejudice to the rights we are further entitled to.
7.4. Payments made by the customer are processed in conformity with article 6:44 of the Civil Law, therefore, payments are first deducted from the costs, subsequently from the interest forfeited and finally deducted from the principal amount payable.
7.5. The customer owes Freightlive all non-legal and legal (collection) costs that we make, respectively have to make, in order to claim the compliance, annulment or damages resulting from the agreement entered upon legally or non-legally,  or when called upon by the customer, to defend ourselves.

8. Collateral and advance payments
8.1. Before proceeding to the execution of the confirmed order, respectively continuation of the already partially started execution, we are at any time entitled to expect the customer, relevant to the payment obligations resulting for the customer, to pay an advance on the amount resulting for the customer from the order, or – at our discretion – that he provides satisfactory collateral customary in the banking system convenient to us.
8.2. If the customer refuses to provide, at our request, an advance payment or collateral as meant in the previous sentence, we are entitled, with immediate effect, to annul the agreement by a declaration to that effect, without prejudice to the other grounds for annulment mentioned in these conditions and without prejudice to our right to compensation for damage resulting from the annulment for us.

9. Complaints
9.1. Customer complaints about the implementation carried out by Freightlive have to be reported within 14 (fourteen) days after the completion of the implementation, to Freightlive in writing.  Other complaints have to be reported to Freightlive in writing within 14 (fourteen) days after they have come about. If a complaint is not submitted in time or in the right way, the complaint will not be dealt with by Freightlive and the right to reparation or compensation is annulled.
9.2. Complaints that are the result of incorrect use of the service provided and/or the product supplied, can never lead to any claim on Freightlive from the customer.
9.3. A complaint never entitles the customer to postpone meeting his obligations arising from agreements entered upon with us, in particular he is not entitled to postpone payment of an invoice concerning the supply of the products to which the complaints refer or to postpone payment of other invoices.
9.4. Entitlement to reparation or compensation for damage is cancelled anyway, with reference to all conditions referred to by these agreements after twelve months after the invoice date, concerning the service or the product that caused the damage.

10. Liability
10.1. Freightlive is never obliged to pay compensation to the customer, unless the damage is the result of intent or gross fault on our part.
10.2. Freightlive , in any case, accepts no liability for consequential or business damage, indirect damage, missed savings, loss of profit or turnover, in whatever sense, or in whatever way caused by Freightlive.
10.3. Freightlive is not liable for damage of the customer or third parties that is the result of a deficiency or malfunction of the software supplied, applications, connections, services and/or products, neither is Freightlive liable to the customer for damage that is the result of incorrect implementation, unless the damage is caused by intent or gross fault on the side of Freightlive.
10.4. Freightlive is never liable for any damage with regard to or resulting from software, applications, services and/or products supplied by third parties.
10.5. Freightlive is never liable for damage that is the result of, or after the customer and/or third parties have themselves made, changes in or to the applications, software and/or connectivity or as a result of improper use of these by the customer or third parties.
10.6. Freightlive accepts no liability for possible loss of data belonging to the customer.
10.7. If Freightlive, for whatever reason, is liable for direct damage, the liability is at any time limited to the maximum amount of the amount to be paid out on this occasion by the Freightlive insurance company.
10.8. If Freightlive, for whatever reason, is obliged to pay out damage and the liability insurance offers no coverage, the compensation can never be higher than an amount equal to the invoiced amount concerning the service or product that has caused the damage.
10.9.The customer will indemnify Freightlive from claims by third parties with regard to among other things, damage that is the result of a deficiency in a product supplied by Freightlive and/or services not carried out correctly by Freightlive.

11. Force majeure
11.1. Freightlive is not obliged to comply with any obligation if it is obstructed in this as a result of a condition for which it is not to blame and according to the law, a legal act or generally accepted opinion it cannot be blamed for.
11.2. In the case of force majeure, Freightlive is entitled to postpone the execution of the agreement, without this leading to a right to damages for the customer.
11.3.If the force majeure is to be considered as permanent, we can completely or partially annul an agreement by means of a declaration to the customer to this effect in writing, without this leading to a right to damages for the customer.

12. Intellectual Property Rights
12.1. All rights of intellectual and/or industrial property on services, products, services rendered, etc,  whether we developed them particularly for the customer or not, remain our property.
12.2. By entering upon the agreement, the customer unconditionally declares to agree with the fact that all intellectual property rights on the services and products to be supplied by Freightlive (come to) rest with Freightlive. The customer is forbidden to remove and/or change any indication concerning intellectual property right from or of products supplied by Freightlive.
12.3. With regard to copyright, drawing or model rights or any other intellectual property right that was already owned by the customer before the start of the agreement, Freightlive acquires the right to use this ownership during the duration of the agreement, in so far as this is necessary to carry out the agreement.
12.4. The customer acquires no right of intellectual property with regard to software and software models.

The customer is not permitted to change or remove in the software or software models, brand or identifying marks or to copy these, under penalty of a fine immediately claimable and not open to judicial moderation of 25,000 euros and a fine of 500 euros for every day the infringement continues. The customer is not permitted either to use brand or identifying marks without the prior permission of Freightlive.
12.5. The within the framework by Freightlive delivered products/services rendered and information generated and data for the customer, is/are and remain the property of Freightlive. Freightlive is free, to use this information and data anonymized when appropriate, also for purposes outside the products delivered and services rendered for the customer.

13. Disputes and applicable law
13.1. To all quotations, offers and agreements covered by these conditions, Dutch law applies exclusively.
13.2. All disputes with regard to or resulting from quotations provided, offers made and/or agreements concluded with us, will be brought before a competent Dutch judge in the district of our place of residence to the exclusion of other courts.