General Terms & Conditions

TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND/OR SERVICES

Article 1 General

These general terms and conditions apply to any agreement or any other legal connection between Sat Circle BV (Sat Circle) and the other contracting party (subsequently referred to as: ‘Customer’) to whom Sat Circle delivers or will be delivering services and/or goods. 

The terminology ‘services’ applies in any case to delivering mobile maritime communication services (subsequently referred to as: ‘Airtime Services’) and installing the equipment, amongst which the by Sat Circle supplied modem, required for reception of these services. 

The terminology ‘goods’ applies in any case to delivering of receiving equipment needed for Airtime Services. Sat Circle is a corporation with limited liability, established under Dutch law and registered with trade number 80296610, located in Urk, The Netherlands, and has as its purpose to deliver airtime services worldwide for mobile maritime use and acts as supplier and installer of related satellite-reception and communication-equipment. 

Sat Circle and Customer will subsequently also be commonly referred to as ‘parties’. Sat Circle has the authority to alter these terms and conditions at any time. Any changes in these terms and conditions are applicable to new assignments for delivering services and/or delivering goods and also for current agreements.

Upon acceptance or partial performance of the Purchase Order, or the delivery of the Products and/or Services, in whole or in part, Customer agrees (or is deemed to agree) to the these Terms and Conditions, and Customer further agrees that the provisions under the Purchase Order including these Terms and Conditions, and including all documents incorporated herein by reference, shall constitute the entire agreement between the parties and shall supersede all prior agreements relating to the subject matter hereof. The Customer represents and warrants that, in entering the Purchase Order, Customer does not rely on any previous direct or implied representations, inducement, or understanding of any kind. Any terms and conditions proposed by Customer inconsistent with or in addition to the terms of the Purchase Order shall be void and of no effect, unless specifically agreed to by Sat Circle in writing.

The Purchase Order constitutes acceptance of Sat Circle’s offer and such acceptance is expressly made conditional on Customers assent to the terms and conditions contained in the Purchase Order. The Purchase Order will be deemed accepted by the Customer upon the first to occur:

(i) Customers written acceptance of the Purchase Order;

(ii) Sat Circle’s commencement of performance under the Purchase Order

Article 2 Order of precedence 

To the extent there are any conflicts among or between the provisions within the Purchase Order, such conflicting provisions shall prevail in the following order of precedence:

a. Purchase Order;

b. These Terms and Conditions;

c. Requirements Documents.

Provided, however, that if a separate master or other written agreement entered into by the Customer and Sat Circle for the purchase of Products and/or Services exists and is effective at the time of the Purchase Order, that agreement shall apply in place of these Terms and Conditions so long as and to the extent it states so, or the parties so agree in writing. If such a separate agreement does not exist, or does exist but does not fulfill the condition set forth above, these Terms and Conditions apply in place of any terms and conditions (i) provided by Cusomer during the performance hereof, or (ii) referred to in any form generally used by Customer, any correspondence, other contracts performed by the parties, or elsewhere, which may have been applicable to the subject matter hereof, or (iii) implied by trade, custom, practice or course of dealing. Any of said terms and conditions (other than those referred to in these Terms and Conditions) are void and unenforceable, and any purported provisions to the contrary are hereby excluded or extinguished.

Article 3 Changes 

3.1 Sat Circle may at any time, by written notice, make changes within the general scope of the Purchase Order, including without limitation, changes to:

(i) the shipping and packing instructions for the Products;

(ii) the quantity of Products or Services ordered;

(iii) Requirements Documents for the Products/Services;

(iv) the place of inspection, delivery or acceptance for the Products/Services.

3.2  If any change causes a variation in the cost of performance or the time required for  
 performance, an equitable adjustment in the Purchase Order price and/or delivery  
 schedule shall be negotiated promptly and the Purchase Order shall be modified in
 writing accordingly. Any claim by Customer for adjustment under this Clause must be
 asserted within fifteen (15) days from the date the change is ordered and must
 include the amount claimed and support cost figures. Pending such adjustment,
 Sat Circle will proceed in accordance with such change notice or order. 

Article 4  Supplying goods and services

4.1 Our dates of delivery are always approximate, unless it has been written and explicitly been stated that the date is the eltimate date of delivery. Sat Circle is even in case of an agreement about the date of delivery, only in omission after Customer has declared Sat Circle liable. The delivery takes place from our factory, storage and/or from third parties. Sat Circle has the right to make a delivery in parts and can invoice this separately. Delivery of goods takes place no sooner than after a down- payment of 80% has been received by Sat Circle. The remaining amount is due upon delivery. 

In no case the delivery period starts before the moment at which Sat Circle is in possession of all the necessary documents and information for the delivery, such as, however not limited to, specifications, drawings, measurements and calculations et cetera.

Sat Circle determines the means of transportation of all goods. Sat Circle has fulfilled her obligations for delivery when goods have been handed to the Customer. The report of the transporter, i.e. refusal of acceptation, applies as full evidence of the delivery offer. In such case storage costs, return delivery, as well as the risk of damaging or loss of the refused goods are entirely at the expense of Customer.

4.2 While performing the agreed activities Sat Circle will strive to take as much care as possible of being a good supplier. Sat Circle can however not guarantee the achievement of any desired result.

At all times Sat Circle has the right to assign the personnel that will execute all activities, including third parties. In no case Customer can address any other party than Sat Circle in relation to agreed procedures. Sat Circle has the right during installation procedures and/or (replacement) maintenance and/or support by herself and/or third parties, to shut down systems partially or completely during a limited period of time.

4.3 Delivering Airtime Services by Sat Circle takes places by means of VOIP and VSAT connections and only via the by Sat Circle to Customer supplied and installed modem. 

For the purpose of delivering the Airtime Service to Customer via the so called ‘satellite dome’ , the modem is connected to a so called ‘hub’. Customer carries own responsibility for proper transport of signals from his satellite dome to the modem. The hub in its turn, has a connection with a satellite. The hub and the satellite are not the property of Sat Circle, and as such Sat Circle is dependent on her suppliers for a proper functioning and (re-) deliverance of Airtime Services. It is referred to the applicable conditions in article 10.

4.4 1. The technical properties of an airtime service can be altered by Sat Circle in order to upgrade the performance according to the newest demands and technical standards.

2. Where possible, Sat Circle will strive to execute the above under article 4.4. paragraph 1 mentioned alterations without limiting the usage by Customer and the usage of the supplied modem. In case such is not possible and the change has substantial foreseen financial consequences for Customer, changes will not take affect any earlier than 7 calendar days after they have been announced. Under no condition reimbursement of costs or damage compensation will take place.

3. Following the termination, alteration or withdrawal of a permit that is needed to deliver Airtime Services, Sat Circle can partially or completely end any service. Sat Circle will inform Customer of a service that will be ended at least 3 weeks prior to this happening, unless this is not reasonably possible.

4. In case Sat Circle terminates the service based upon grounds as mentioned above under paragraph 3 of this article, all existing agreements for the concerned service(s) will end at the latest on the date that the service itself will be terminated. Sat Circle will in this case, when possible, offer Customer a replacement service.

5. Besides the prior under paragraph 3 of this article stated, Sat Circle has the right to end or change (any kind of offer) an airtime service, observing of a term of at least 4 weeks to announce this, in case operational, technical, economical circumstances or new technical demands require as such. In this case the prior under paragraph 4 of this article mentioned is as such applicable.

4.5 The agreement between Sat Circle and Customer for delivering airtime services is effectuated to last for 24 months, unless this has been otherwise agreed upon and put in writing.

In case of absence of a valid cancellation conform the in article 12 stated, the agreement is automatically extended for the duration of 24 months, and as such subsequently.

Article 5 Good Customer

Customer delivers all information and forms, needed by Sat Circle in order to supply the goods in a correct way and/or correctly deliver services, in time and in the desired way and method. Customer is responsible for correctness, completeness and reliability of these data and forms.

Customer informs Sat Circle immediately about facts and circumstances that can be of importance concerning delivering the goods and/or performing services.
 

The extra costs that will arise from not, not in time, or not properly providing the right data or forms, or that are a consequence of a change in activities, are at the expense of Customer. Customer is required to pay such costs to Sat Circle upon the first request by Sat Circle.

Article 6 Electronic communication

In case electronic communication takes place between Customer and Sat Circle, such as e-mail and other forms of data traffic, both parties will take care of the standard anti-virus protection. Neither party is liable for any damage to the other party resulting from sending viruses and/or other irregularities in electronic communication and/or for failed reception or damaged messages.

Sending e-mail and other forms of data takes place unencrypted unless both parties have stated otherwise in writing.

Article 7 Costs, invoicing and value added tax

Unless it has been otherwise agreed upon and put in writing, the term for payment is 30 calendar days as off the date of invoicing. Payments take place as is stated on the invoice, in Euro’s and/or US Dollars. Invoicing takes place at least monthly according to the agreed tariff for the agreed services and/or goods that have to be delivered, unless it has been otherwise agreed upon and put in writing.

Invoicing of the fixed charge of the (connection to) mobile, maritime, airtime services takes place prior to the first upcoming month (payment in advance). Invoicing of the use or consumption of the mobile airtime service takes place at the end of the current month (payment in arrear).

 

Sat Circle has the right to adjust tariffs between times, at least on a yearly basis and as a consequence of inflation. New tariffs will be announced in time by Sat Circle to Customer through electronic or written communication.

For the expense of Customer are taxes, rights, charges and other (governmental) contributions. Sat Circle will charge the costs that are not included in her tariffs, such as (but not limited to) shipping costs, costs for (the labour of) repair that are not at the account of Sat Circle and in general cost that arise from third parties that have been brought in by agreement with Customer. Sat Circle has the right to require payment in advance by Customer. Only upon receiving this prepayment will Sat Circle be required to commence activities. The prepayment will be ultimately adjusted with the last invoice for the activities the invoice refers to.

Sat Circle has the right to perform the invoicing through electronic means. All the amounts billed are exclusive the at the current time applicable value added tax (VAT). In case as a consequence of fiscal law and at any time so called ‘tax retention’ regulations are applicable to Sat Circle, the amounts Customer has to pay Sat Circle will be raised according to the then for Sat Circle applicable tariff.

In any case in such way that Customer owes Sat Circle the difference between the tariff without ‘tax retention’ and the tariff to which ‘tax retention’ has been applied. Based on obligations arising from fiscal law all parties are required to inform each other immediately about changes in her fiscal status in The Netherlands and/or abroad. This has to been done by means of written or electronic communication.

Article 8 Observation

Payments need to be effectuated by transferring the owed amount, without deduction, reduction or debt settlements, to the bank account cited on the invoice or on any other by Sat Circle indicated account, unless it has been otherwise agreed upon and put in writing.

In case payment is overdue, Customer owes an interest of 1,5% per month, counted from the invoice date, and without requirement of a proof of default. The interest is calculated as interest on interest, which means that interest is indebted for the owed amount including already owed interest resulting from overdue payment. In case the payment term of 15 (calendar)days has passed, and after a reminder, without Sat Circle having received the payment, Sat Circle has the right to extra- judicial end the agreement or to temporarily cease any services, with Sat Circle remaining in force to make claims observing the agreement. Costs for collection will be charged to Customer.

Article 9 Intellectual Property

Sat Circle possesses all the rights regarding the intellectual property that Sat Circle BV uses or has used in order to execute agreed procedures, as long as these arise from any law. Customer has no right to reproduce, exploit, publish, or make accessible through Customer’s website or via the web in common, or multiply with or without third parties, any of the goods, these including computer programmes (software), system designs, working procedures, advices and any other intellectual property of Sat Circle in its broadest sense, unless these goods are distinctly meant for multiplication and/or publication and Sat Circle and Customer have come to a written and signed agreement about this. Disclosure can thus only take place after this has been preceded by authorisation from Sat Circle. Even after the agreement between Customer and Sat Circle has ended, the above mentioned conditions still apply.

Article 10 Liability

Sat Circle carries no liability in case of circumstances beyond control (‘force majeure’). Sat Circle is not liable for any disturbances in the (delivery of) Airtime Services resulting in a temporary loss of connection for Customer (‘calamity’). Sat Circle is not liable for indirect damage, amongst these collateral damage, business interruption, missed profits or missed savings. Customer has in above mentioned situations no right to claim back costs or to demand a damage compensation

In all other cases any liability of Sat Circle, her employees and persons that Sat Circle has an agreement for cooperation with, for inflicting direct damage, forthcoming from or connected with an accountable shortcoming or unlawful act, or based on any other legal ground, is limited to the amount that has been assigned to this by Sat Circle’s liability/third party insurance, increased with her own risk under that insurance.

In any case that the insurer does not pay out, the liability for the total damage, resulting from or in connection with the agreed activities, is limited to the amount that has in total been paid by Customer to Sat Circle for performing activities to which the occurred damage is connected, however with a maximum of 10.000 Euro.

Customer only has the right to hold Sat Circle liable for this limited amount. Each claim for damage compensation concerning employees or persons that Sat Circle cooperates with, is excluded. Mentioned employees and persons can at all times refer to this in their favour agreed third-party clause.

Article 11 Involving other service providers

In case Sat Circle calls in third parties for performing the activities, she accepts no liability for damage that results from shortcomings of these third parties. Upon first request Sat Circle will hand over the rights she can exercise towards the concerned third party in connection with damage inflicted by this third party to Customer.

Article 12 Termination

Customer is committed to a cancellation period of three months. Cancellation of the agreement has to be done written. In case of not adhering to a lawful cancellation the agreement will be extended by law for the duration of 24 months, and as such subsequently.

Sat Circle has the right to end the agreement at any time taking effect at once. Customer has in that case no right for damage compensation. Customer is required to pay the expenses that have been made for any performed activities until the moment of cancellation.

Article 13 Miscellaneous

All claims from Customer on goods expire 12 months after operations concerning these have ended, and for services claims expire 2 months after operations for these have been performed. In case these terms and conditions and an agreement contain contradictory terms, conditions that are mentioned in the agreement apply.

Customer is not allowed to hand over to third parties any rights and duties arising from any agreement or any other legal connection to Sat Circle without preceding written approval by Sat Circle. Sat Circle cannot refuse this approval on unfair grounds however can attach conditions to this approval, including a take-over of all rights and duties and/or establish (some sort of) security. All information relating to any agreement or legal connection between parties, including – during and/or prior to the establishment of this, is to remain confidential between both parties. This means that parties cannot make that information public without prior written permission from the other. Parties have to take care that all reasonably possible measures are taken to prevent that the information becomes public. The obligation for confidentiality remains in place up to and including 24 months after the ending of any existing agreement or legal connection between parties.

To all the agreements and legal connections with Sat Circle Dutch law applies. All disputes between Customer and Sat Circle will be submitted to and judged by the court Zwolle, Sat Circle remaining authorized to submit a dispute to any other court.