General Terms of Business 04-2004

Introduction, Application and Object

1. Our conditions apply to all present and future business connections concerning the supply/ordering of our Navigation CDs and/or products of our partners (jointly "Goods"), unless they are changed or deemed invalid with our express written approval.
2. Users in the meaning of these Terms of Business are natural persons with whom a business connection has been established without any commercial or independent professional activity being attributable to those persons. Contractors in the meaning of these Terms of Business are actual persons or legal entities or partnerships having a legal capacity with whom a business connection has been established, and who exercise commercial or independent professional activities. Customers in the meaning of these Terms of Business are both Users and Contractors.
3. Differing, contradicting or complementary General Terms of Business, even if known, are not integral contract items unless their validity has been expressly agreed in writing.

Quotations and Completion

1. Our quotations are subject to alteration. We reserve the right to make reasonable technical changes, changes of shape, colour and/or weight.
2. By ordering goods, the Customer makes a binding declaration that he wishes to acquire the ordered goods. We are entitled to accept the contract offer contained in the order within two weeks after receiving it. Acceptance may be declared either by written confirmation or by delivering the goods to the Customer.
3. We shall immediately confirm receipt of Users' orders for goods placed by electronic means. However, confirmation of receipt shall not constitute a binding acceptance of the order. Confirmation of receipt may be in conjunction with the declaration of acceptance.
4. Contract completion is conditional upon proper and timely delivery to us by our suppliers. This only applies in cases where we are not responsible for the failure to deliver, particularly when a concurrent covering deal has been agreed with our supplier. The Customer will be informed immediately of the non-availability of the service. The payment in return will be reimbursed immediately.
5. If a Customer places an order for goods by electronic means, we shall save the text of the contract and send it by E-mail to the Customer on request together with these General Terms of Business.
6. The provision of servicing work or the supply of updates or upgrades to our products is to be ordered and paid for separately by the Customer.

Reservation of ownership rights

1. In the case of contracts with Users, we reserve the right of ownership of the goods pending full payment of the purchase price.
   In the case of contracts with Contractors, we reserve the right of ownership of the goods pending full payment of all amounts owing as a result of an ongoing business connection.
   Goods for which we are entitled to ownership in accordance with the above condition are described below as reserved goods.
2. The Customer is obliged to treat reserved goods with care.
3. The Customer is obliged immediately to inform us of any third party access to the reserved goods, for instance in the event of a seizure, and of any damage to the goods or destruction of the goods. The Customer must immediately inform us of any change of possession of the goods or of any change to the Customer’s place of business.
4. We are entitled, if the Customer is in breach of the contract, particularly in the event of a late payment or of a breach an obligation as described in paragraphs 2 and 3 of this condition, to withdraw from the contract and to demand the return of the reserved goods.
5. The Contractor is entitled to dispose further of reserved goods in the course of proper business. He then transfers to us all amounts owing on the account, which accrue to him in relation to a third party as a result of the further disposal. We accept the transfer. After the transfer, the Contractor is authorised to collect the amounts owing. We reserve the right ourselves to collect the amounts owing if the Contractor fails to fulfil his payment obligations in a proper manner and enters into payment lateness. In this event, we can demand that the Contractor informs us of the transferred amounts owing and of the debtors, provides all the details required to make the collection, issues the relevant documents and informs the debtors (third parties) of the transfer.
6. If our reservation of ownership rights loses its validity in the event of deliveries abroad or for other reasons, or if we lose the ownership of reserved goods for any kind of reason, our contract partner is obliged immediately to provide us with another safeguard for the reserved ownership goods or another security for our amounts owing, which is effective according to the current legislation of the purchaser’s headquarters and comes as close as possible to the reservation of ownership rights under German Law.
   

Accounting, Right of Retention

1. Charging to account of counter-claims disputed by us and not legally established is not permitted.
2. The assertion of a right of retention on account of claims, which are not based on the same contractual connection is ruled out, if these claims are not acknowledged by us and are not valid in law.
   

Transfer of risks

1. If the purchaser is a Contractor, the risks of accidental destruction and accidental damage to the goods are transferred to the purchaser on handing them over, in the case of mail order purchases when the items are delivered to the forwarding agent, the transport company or any other person or organisation designated to execute the shipment.
2. If the purchaser is the User, the risks of accidental destruction and accidental damage to the purchased goods are transferred only when the items are handed over to the purchaser, including in the case of mail order purchases.
3. The transfer takes place irrespective of whether the purchaser’s acceptance is late.
   

Guarantee

1. If the purchaser is a user, he is entitled to withdraw from the purchase within 7 days after receiving the purchased product. Withdrawal is not subject to motive. Withdrawal is non existent if the user has breached the cover of the delivered product, thereby breaking the seal of the data carrier (CD or SD-Card).
2. If the purchaser is a Contractor, our first choice of a guarantee on defective goods is to repair or replace them.
3. If the purchaser is a User, he first has the choice as to whether satisfaction should be given by repair or replacement. However, we are entitled to refuse the chosen satisfaction solution if this can only be achieved at disproportionate expense and if the other satisfaction solution brings no significant disadvantages for the User.
4. If satisfaction is not achieved, the Customer may in principle choose to demand a reduction of payment (deduction) or cancellation of the contract (withdrawal). However, the Customer has no right of withdrawal for only slight infringements of the contract, particularly in the event of only small defects.
5. The Contractor undertakes to fulfil, in a proper manner, his statutory examination and critical checking obligation to carry out an early inspection of the goods for defects, and therefore an immediate inspection insofar as this is feasible in the course of normal business.
   However, the Contractor must inform us in writing of any obvious defects within 14 days following receipt of the goods; failing this, any enforcement of the guarantee will be ruled out. A punctual dispatch will ensure that the deadline is met. The Contractor bears the full burden of proof of all the assumptions of the claim, in particular of the defect itself, the time the defect was detected and the timeliness of the defect report.
6. If the Customer chooses to withdraw from the contract due to a legal or material shortcoming following a failed satisfaction, he shall have no further claim for compensation on account of the defect.
   If the Customer chooses compensation following a failed satisfaction, the goods shall remain with the Customer if this is acceptable to him. Compensation is limited to the difference between the purchase price and the value of the defective item. This is not applicable if we have maliciously caused the infringement of the contract.
7. The guarantee period for Contractors is one year after delivery of the goods. This does not apply if the Contractor fails to inform us of a defect in time (para. 4 of this condition).
   The guarantee period for Users is two years after delivery of the goods.
8. If the purchaser is a Contractor, the only fundamental quality standard of the goods is our
   agreed product specification. Public statements, advertising or publicity do not constitute any further contractual quality standard information about the goods.
9. The Customer shall receive no guarantees in the legal sense from us.
   

Limits of liability

1. If the purchaser is the User, our liability in the event of slightly negligent breaches of obligations is limited to the predictable and normal direct compensation typical of contracts. This also applies to slightly negligent breaches of duty of our legal representatives or assistants.
   In relation to Contractors, we rule out any liability for damage not caused by a grossly negligent breach of obligations on our part or by a deliberate of grossly negligent breach of obligations of one of our legal representatives or assistants. This exclusion of liability also applies to any Contractors’ loss of profits.
2. The aforementioned limits and exclusions of liability do not affect Customers’ claims in respect of product liability. Neither shall they be applicable in the event of personal injury or damage to health attributable to us or in the event of loss of a Customer’s life.
3. Claims of liability are rendered invalid two years after delivery of the goods. This shall not apply if we are to blame for a gross misdemeanour or in the event of personal injury or damage to health attributable to us or in the event of loss of a Customer’s life.
   

Privacy

The Tele Atlas Privacy rules apply.

Concluding conditions

1. The Law of the Kingdom of the Netherlands applies. The conditions of the UN Purchasing Law are not applicable.
2. If the Customer is a trader, a legal entity in public law or a public/legal special capital organisation, the exclusive court of jurisdiction for any disputes arising from the contractual relationship is the Head Office of Tele Atlas Data 's-Hertogenbosch.
3. The validity of the other conditions shall not be affected if any of the conditions of the contract with the Customer, including these General Terms of Business are or become entirely or partially unworkable. The entirely or partially unworkable stipulation must be replaced by a stipulation whose successful financial outcome is as close as possible to that of the unworkable stipulation.