General Terms & Conditions

These general terms and conditions apply to all inquiries, proposals and legal acts and relationships of any kind, including, but not limited to agreements, to which CEAD N.V., CEAD Construction N.V., CEAD Engineering N.V., CEAD Manpower N.V. and all other related entities are a party, the aforementioned collectively and separately hereinafter referred to as: 'CEAD', or 'User'.
(Opposing) parties, with whom CEAD enters into legal acts and/or relationships, including agreements of any sort, shall hereinafter be referred to as ‘Counterparts’.
These General Terms and Conditions supersede all earlier written and/or oral agreements or notifications, including any sort of standard or general terms and conditions of any sort, as usually in use by Counterparty.
Clauses diverging from these General Terms and Conditions shall only be deemed applicable, if confirmed in writing as accepted by CEAD.
CEAD is only held to the contents, particulars and conditions of an offer, for the time period and under the preconditions, set forth by her at the time of the written offer to the Counterpart, as communicated in writing, as confirmed in writing by said Counterpart.
Offers and tariffs as communicated by Counterparts shall be binding towards CEAD.
Unless explicitly otherwise agreed upon, all prices quoted by CEAD shall be in United States Dollars (USD) for the period of validity as offered. All prices and quotations by Counterparts to CEAD shall be in Suriname Dollars (SRD), unless explicitly otherwise agreed upon, and shall be valid in perpetuity.
Parties exclude the possibility of dissolution or termination on the grounds of article 1287 and 1288 Suriname Civil Code and its equivalent clauses under foreign regulation.
Delivery times and milestones communicated towards Counterparties, are grounds for CEAD’s best efforts, though indicative in character.
Counterparty shall keep confidential all agreements and legal relationship with CEAD. Furthermore, the Counterparty shall in turn obtain confidentiality commitments from all third parties it shall involve in implementing its responsibilities.
Notwithstanding article 8 of these Terms and Conditions, each party shall be authorized, without advance notice, to terminate, fully or partially, any agreement between parties, in case of a legal form of insolvency.
Counterparty shall be personally held to all financial and other consequences of its commitments towards CEAD, without limitations or exclusions, including, but not limited to liability insurance. Aforementioned shall in no way mitigate or interfere with Counterparty’s liabilities towards CEAD under agreement or under the law.
Counterparty indemnifies CEAD for third party claims for liability and hereby commits to entering into such settlements with third parties and/or to defend and hold harmless CEAD – aforementioned in the judgment of CEAD – against all such claims, or as a result of such claims.
Delivery times, payment dates and conditions, milestones communicated towards CEAD by Counterparties, shall
immediately lead to default through expiration, without the need for notification.
Ownership of deliverables, shall transfer to Counterparty only after full payment or fulfillment of its obligations towards CEAD.
Counterparty renounces any right to suspension of its agreement with CEAD.
CEAD shall maintain the right to suspension of its obligations, in case of default or serious risk of default by Counterparty, regardless of Counterparty’s influence on the circumstances resulting in such.
CEAD shall not be liable for suspensions or termination, in case the decision to do so, was reasonably made in accordance with information available to CEAD which at the time of such act, justified the decision.
Any default in compliance with any obligation of Counterparty towards CEAD, shall immediately authorize CEAD, without the need for court intervention or prior notification, to terminate the agreement or relationship with CEAD and hold Counterparty liable for all damages of any kind.
Default on payment will result in penalties and collection costs of 15%, owed to CEAD, besides the amount of specific damages CEAD shall be able to claim from Counterparty.
Payments by Counterparty shall be deducted in order, from costs, interests and finally from the outstanding sum.
Counterparty indentifies CEAD against all claims by third parties for damages of any default in its obligations, contractual or otherwise.
Counterparties shall not be authorized to the transfer or encumbrance of deliverables or payments of any kind without prior written permission from CEAD.
Counterparties shall in the course of performance, payment or delivery of its obligations, violate no intellectual property rights of any third party.
Counterparty shall inspect all deliveries and performance by CEAD immediately. Any claim to damage or impropriety of any kind, expires within ten days, if not notified to CEAD in writing. Any perceived claim shall further, expire within six months.
Counterparty indemnifies CEAD against any third-party claims regarding intellectual property rights.
CEAD shall not be accountable for indirect or liquidated damages of any kind, whether resulting from back-to-back agreements or relationships, substation or subrogation.
Any agreement to which CEAD is a party to, shall be governed by the laws of Suriname.
The Sub District Court in Suriname shall be the exclusive judiciary body authorized regarding disputes involving CEAD and Counterparties, including those only perceived as such by a single party.