General Terms and Conditions ArchimedesIT
General delivery, sales and payment conditions of Archimedes-IT located in Echt.
1.0 Applicability
1.1 These terms and conditions apply to all offers and deliveries by Archimedes-IT to third parties, as well as on all agreements in the broadest sense of the word and of acceptance of work, entered into by Archimedes-IT with third parties, unless otherwise stated in writing
agreed.
1.2 Purchase and other conditions, which the client declares applicable Archimedes-IT does not, unless these have been explicitly accepted by Archimedes-IT in writing. A furthermore, such acceptance may not be inferred from the fact that Archimedes-IT a
notice from the client that he does not accept the Archimedes-IT terms and conditions and his own conditions applicable, leave them unchallenged.
1.3 If Archimedes-IT does not always require strict compliance with these terms and conditions, this will not result This means that these terms and conditions would not apply or that Archimedes-IT would have the right losses in future, whether or not similar, to strict compliance with these terms and conditions to desire.
2.0 Offer
2.1 All quotations and quotations are without obligation and based on the information provided with the quotation request
data. An offer is only binding if Archimedes-IT does so in writing, stating a period during which the offer is open for acceptance. Such an acceptance is possible only be done in writing.
2.2 Information provided by Archimedes-IT in the form of printed matter, brochures, etc. is up to subject to change without prior notice from Archimedes-IT and do not constitute a quotation.
3.0 Agreements
3.1 All agreements concluded with Archimedes-IT are first confirmed in writing binding. Agreements as referred to above as well as additions thereto are first binding for Archimedes-IT after and insofar as they have been accepted and confirmed in writing by Archimedes-IT.
3.2 If the client does not, not properly or not timely fulfill any obligation, arising from the agreement concluded with him and from these terms and conditions, as well as in the event of bankruptcy, suspension of payments, or when he by seizure or otherwise his freedom of action lost or limited, or if it has become apparent to us that the client is insufficient creditworthy, at our discretion, we have the right to cancel the contract without judicial to dissolve intervention, or to regard it as dissolved, without any compensation to be bound and without prejudice to the right to pay any damage suffered by us to the client progress. In that case we are entitled to immediately return the delivered goods to the client, whereby the client irrevocably grants us the space where the goods are located to enter in order to place them in our Possession.
4.0 Prices
4.1 All prices and rates are in Euro (€) and exclusive of VAT. and other charges which from government imposed at the time of order acceptance.
4.2 Special additional clearance costs and / or import duties are not included in the price and are for account of the client.
4.3 The prices are based on the prices, exchange rates, wages, taxes, existing during the offer duties, charges, freight, etc. If after the order confirmation in one or more of the above the aforementioned cost price factors takes place, Archimedes-IT is entitled to the agreed price accordingly.
4.4 Price increase based on one of the preceding paragraphs does not entitle the client to the to dissolve the agreement
5.0 Liability
5.1 Archimedes-IT is never obliged to pay compensation for indirect or immediate damage, caused by defects in delivered products or services or by failure, not timely or incorrect functioning of software and / or services supplied by it, unless there is intent or gross debt. Archimedes-IT is never obliged to pay compensation for business interruption (business interruption, loss of
income and the like) arising from whatever cause, including delay in the delivery time of products and services.
Archimedes-IT cannot be held liable for loss of software and / or data as a result of performing an installation and / or repair.
5.2 The Client indemnifies Archimedes-IT and its employees against claims from third parties in this regard damage caused by the use of services provided or completed by Archimedes-IT and products
5.3 The Client indemnifies Archimedes-IT against claims by third parties on behalf of client perform work for projects and / or services. Archimedes-IT is not liable for costs and damage caused by actions or negligence on the part of the client or
third parties involved in the project by the client.
5.4 Archimedes-IT is not liable for costs and damage as a result of mutilation, destruction or loss of files, data and other information carriers of the client, since these are ever lost are deemed to be copies of the originals in the possession of the client.
5.5 All risks and liabilities arising from the activities carried out by Archimedes-IT for the services provided by the client and / or activities are deemed to be on the client’s behalf proceeded to the time of receipt or the time at which the agreement with the client has been terminated and dissolved pursuant to these terms and conditions.
5.6 The liability of Archimedes-IT by virtue of the contract concluded with the client The agreement is under all circumstances limited to the invoice amount of the agreement exclusive VAT.
5.7 Any further liability, either for direct or indirect damage, costs and interest, for whatever reason, is excluded.
6.0 Warranty
6.1 Archimedes-IT does not provide a guarantee on products and services delivered, unless express written warranty has been provided.
6.2 Any warranty obligation granted in point 6.1 will lapse if the client makes any changes itself
in or repairs to the goods supplied or have them performed or if the goods supplied are for other than is used for normal business purposes or other than those used by Archimedes-IT at its discretion has been handled or maintained in an improper manner. Also if it appears that the guarantee delivered products contain viruses and / or illegal software. Archimedes-IT only provides a warranty on the configuration as compiled by it. Is the configuration composed by the client and / or it concerns individual articles, these should be in the condition as delivered. Archimedes-IT is entitled to trace the costs and repairing defects that are covered by warranty under this provision to the to charge the client in accordance with the applicable rates.
6.3 Archimedes-IT may, if the defective products covered by warranty no longer be used by the same products can be replaced, the defective products are replaced by equivalent products. The warranty period will NOT start again due to repair and / or replacement. The warranty conditions at first purchase remain valid. Archimedes-IT does, however, provide a 90-day warranty on repair and replacement products, unless passed on Archimedes-IT is indicated otherwise in writing. If equivalent products are no longer available, Archimedes-IT is entitled to the client to offer a replacement product, with an additional payment of one determined by Archimedes-IT additional cost. If the client does not agree with this, Archimedes-IT will compensate the client for the product that is not to be replaced. The amount of the fee is reasonably determined by ArchimedesIT, it also depends on the purchase price and current market value and is reduced with an annual depreciation of 33%. In all the above cases, the replaced (defective) goods become the property of Archimedes-IT.
6.4 If it concerns products from third parties, Archimedes-IT is not obliged to provide any further guarantee than that
which it has obtained from its supplier or which the supplier directly to the end user grants.
7.0 Invoicing
7.1 For agreements for work to be performed and / or services to be provided for which a fixed price applies, invoicing and payment will be made in installments as specified in the relevant agreement. The fixed terms are charged on the basis of work performed and / or services, plus costs for the account and risk of the client, unless parties prefer to settle with the client at the end of the assignment.
7.2 For assignments based on an hourly rate, an invoice is sent monthly on the last day client.
7.3 On orders with a total invoiced amount excluding VAT, less than € 160, € 12 can be administration costs will be charged.
8.0 Payments
8.1 Payment for the products to be delivered by Archimedes-IT must be made in advance, unless otherwise agreed in writing, without deduction of any discount or set-off which is not is expressly permitted by Archimedes-IT in writing.
8.2 Archimedes-IT is always entitled, in its opinion, to require sufficient security before making to proceed or continue to deliver. This provision applies equally if there is credit stipulated. Refusal of the client to provide the required security gives Archimedes-IT the right to consider the agreement as dissolved, without prejudice to its rights to compensation for expenses, business damage and loss of profit.
8.3 The claim for payment of the entire amount due is in any case immediately due and payable at not punctual payment of an agreed term on the due date, as by the client bankruptcy, suspension of payments or receivership is or has been filed for, if any
the goods or claims of the buyer are seized and when the latter dies, in liquidation enters or – as far as being a legal person – is dissolved.
8.4 If the client does not fulfill the payment obligation within the agreed term paid, Archimedes-IT has the right to pay the client interest without any notice of default charge of 1.5 percent per month, without prejudice to the other to Archimedes-IT
future rights.
8.5 If after the expiry of a further payment term set by registered letter no payment has been received, the client is furthermore obliged to pay all judicial and extrajudicial collection costs, including those of lawyers, attorneys, bailiffs and collection agency De
extrajudicial collection costs are fixed by the parties at a minimum of 15 percent of the principal sum plus the default interest already owed and with a minimum of € 350, – exclusive of VAT.
9.0 Advertising
9.1 Any complaints, both on services and / or activities and / or products provided and on
invoice amounts must be made within 48 hours after receipt of the services and the like or of the related to them
invoices must be submitted to Archimedes-IT in writing, stating the exact amount
facts to which the complaint relates. When submitted advertisements do not comply
the above can no longer be received and the client is deemed to be the delivered item
to have approved.
9.2 Archimedes-IT is only obliged to take cognizance of submitted complaints if the involved
the client at the time of submitting his complaint to all his then towards Archimedes-IT
existing obligations arising from any agreement between him and Archimedes-IT,
has satisfied.
9.3 The products supplied by Archimedes-IT must only be supplied by the client in the
original and sealed packaging to be delivered to intermediaries or customers.
9.4 Client undertakes, under penalty of forfeiture of its right of complaint, to copy the products without delay delivery, carefully for defects, on the understanding that of sealed products the seal must not be broken.
9.5 No products are allowed without an R.M.A. number assigned by Archimedes-IT returned. The goods to be shipped under an R.M.A. number are entirely for account and responsibility of the client and must be in original packaging without broken seals, carriage paid to be delivered.
9.6 Products delivered by Archimedes-IT can be returned within 8 days after deliveryare offered, with the exclusion of products that have been specially ordered for the client. Return products must be delivered in the original packaging and complete.
After checking the above, Archimedes-IT will pay the client the purchase amount or the current market value, one of which, but always the lowest, of the product. For products that are sealed and / or products such as software and consumables such as toners, ink cartridges and (re) writable CDs, Archimedes-IT reserves the right, these products if the packaging is opened and / or the seal is broken cannot be returned.
10.0 Executive activities
10.1 The working hours of Archimedes-IT staff will be adjusted as much as possible the working hours applicable at the client, insofar as these are between 08:00 and 18:00 hours, Saturdays, Sundays and recognized holidays not included.
10.2 For assignments related to the performance of work and / or the granting of services for which a fixed price applies, the place where and the working time at which the work is carried out for the execution of the assignment are always determined by Archimedes-IT.
10.3 For assignments based on an hourly rate, the place referred to in 10.2 will always be charged by the client, in the absence thereof, such exclusively at the discretion of Archimedes-IT, this will be determined by Archimedes-IT.
10.4 In the case of assignments based on an hourly rate, this is also possible in mutual consultation outside the conditions stated in
working hours are worked by Archimedes-IT personnel. In that case the hourly rate will be increased by the following surcharges increased:
- by 50% for overtime on working days
- with 100% for overtime on Saturdays, Sundays and public holidays
10.5 Travel and travel made by Archimedes-IT personnel during the execution of an assignment accommodation costs will be borne by the client unless otherwise agreed.
11.0 Ownership
11.1 Until the time when the client fulfills his payment and other obligations towards Archimedes-IT has complied, he is not entitled to do so without the consent of Archimedes-IT dispose of and make use of the products supplied and / or prepared by Archimedes-IT programs and other results of the work performed by Archimedes-IT, and retains Archimedes-IT reserves the right to block products and / or software already delivered, so it cannot be used.
11.2 If the client is in default towards Archimedes-IT:
A. he will be obliged to do so within 48 hours after he has been informed in writing by Archimedes-IT summed, the delivered products and / or programs and other outcomes of the hand over the activities of Archimedes-IT to Archimedes-IT,
B. failing which he will receive an immediately payable and not subject to judicial moderation of€ 500 for each day that he remains in default and / or of the delivered products and /whether programs continue to use.
C. In default, any right of the client supplied by Archimedes-IT will lapse products and / or programs. Archimedes-IT reserves the right to the developed software, websites, products. This also applies for partially or fully delivered by the client software or code.
11.3 Archimedes-IT reserves all industrial and intellectual property rights with regard to the materials provided by it and the inventions, drawings, models and copyright works for.
11.4 The Client will refrain from renting out software or lending it nor copy, modify or reproduce the software. Client will have the same obligation impose on intermediaries and customers.
12.0 Confidentiality
12.1 Archimedes-IT will take measures to ensure that all items supplied to Archimedes-IT by the client data made available will be used exclusively and solely for the realization of the assignment. Archimedes-IT will not collect this information without the written consent of the client make known to third parties.
12.2 Archimedes-IT will provide reasonable instructions from the client regarding the safeguarding of observe confidentiality.
12.3 If Archimedes-IT commits itself to data that the client provides to Archimedes-IT using its own equipment, the client guarantees that the documentation that Archimedes-IT will provide to the client in order to enable the client to submit the data to be processed correctly to Archimedes-IT for processing and in order to be able to use the processed data optimally, will not be provided to third parties and that the content of that documentation cannot be disclosed without written permission from Archimedes-IT will be made known to third parties.
13.0 Early termination, suspension, dissolution
13.1 For contracts for assignments based on subsequent calculation, both the client applies and for Archimedes-IT a notice period of at least one month, unless otherwise agreed.
13.2 For contracts for assignments with a fixed price and a fixed delivery date, the agreement be terminated prematurely in writing by the client or Archimedes-IT, or by their successors in title, on the condition that the canceling party gives the other party 15%
of the portion of the total contract value that has not yet been charged, with a minimum of 25% of the total contract value and applies without prejudice if not yet to the execution of the assignment has begun. Payment obligations, which relate to already made work delivered products and / or periods that fall wholly or partly for the time of termination, however, remain in effect.
13.3 The Client is authorized to suspend or delay the execution of the agreement up to maximum six months after the originally agreed expiration date, provided between the client and Archimedes-IT has reached written agreement on the financial compensation by client to Archimedes-IT with regard to the suspension or delay.
13.4 Archimedes-IT is not authorized to suspend, except if art. 18 applies, however delay of no more than three months after the originally agreed expiration date client is not entitled to refuse products and / or work and / or services, or to dissolve the agreement in whole or in part or to claim a compensation.
13.5 Archimedes-it has the right in case of non-compliance with agreements made or in default of
to stop payment of the client for all his services.
15.0 Cooperation of the client
15.1 The client will always provide Archimedes-IT with all cooperation, data and information in a timely manner provide which Archimedes-IT deems necessary or useful in order to carry out the assigned activities or to be able to make deliveries.
15.2 If it has been agreed that the client provides Archimedes-IT equipment with materials, information carriers and / or data on information carriers, these will comply with the specifications that Archimedes-IT communicates to the client.
15.3 The client ensures that the area of the client, where Archimedes-IT activities carried out, where the control or test activities must take place and / or where the Goods delivered or delivered to which warranty obligations -as described in 6.1 and 6.2- relate
located in accordance with the requirements set by Archimedes-IT of temperature, humidity, draft, power and water supply and other environmental requirements and that these requirements are continuously maintained.
16.0 Changes
16.1 Although Archimedes-IT requests to consent to the making of changes, additions and cancellations of the agreed work and / or deliveries Willingly consider, Archimedes-IT is in no way to such an agreement obligated.
16.2 Consent as referred to in 16.1 can only be given explicitly and in writing.
16.3 If a change or addition to the agreed work and deliveries results until more work and extra deliveries by Archimedes-IT, those by Archimedes-IT will always be in accordance with the then applicable rates will be charged to the client. If a change or
supplementing the agreed activities and / or deliveries may lead to less work may lead to a reduction of the agreed price, but Archimedes-IT reserves the right to do so the right to charge the client the costs already incurred by Archimedes-IT, not in others
to charge economically used man hours and equipment, as well as for lost profit.
16.4 The occurrence of additional work will be the responsibility of the client at the earliest possible stage reported, but in any case prior to the performance thereof. Client is considered to agree to the execution of the additional work and the costs thereof, unless within five days after written notification by Archimedes-IT that the execution by the client is stopped. Additional work can never lead to termination of the agreement. Additional work must also be done are understood to mean: changes to the (system) specifications after these have been made by the client approved and the consequences of changes in the specifications.
16.5 Loss of delay suffered by Archimedes-IT because the client does not respond within five days after notification by Archimedes-IT has expressed the occurrence of additional work, will continue the client must be fully reimbursed to Archimedes-IT.
17.0 Duration agreements
17.1 If Archimedes-IT enters into an agreement with the client, which will not include the performance of a one-off amount of work and / or making a one-off delivery, however provides for Archimedes-IT to periodically or otherwise regularly perform work,
such an agreement applies for an expressly agreed period or, failing that such agreement, for one year.
18.0 Force Majeure
18.1 Force majeure is in any case understood to include delay or breach by us suppliers, inability to deliver as a result of government order or legal regulation, impossibility as a result of fault or intent on the part of persons employed by Archimedes-IT or persons whose service Archimedes-IT uses, war, danger of war, indifferent or Whether or not the Netherlands is involved in this, fire or other destruction in our company, entire or partial strike of the transport device and breakage of machines and / or other malfunctions in us company or in the company of our suppliers.
18.2 In case of force majeure, as in 18.1. described, even if this circumstance was at the time of to foresee the conclusion of the agreement, or the obtaining of the assignment, as a result of which ArchimedesIT is temporarily unable to fulfill the agreement or to execute the assignment, Archimedes-IT entitled to without judicial intervention, either the performance of the agreement or assignment for the duration of the prevention, or to dissolve the agreement, without this. In that case Archimedes-IT is obliged to pay any compensation or fine.
18.3 In the case referred to in 18.2, the client is not entitled to dissolve the agreement or to withdraw the order given to Archimedes-IT.
18.4 If and insofar Archimedes-IT is unable to fulfill its obligations due to force majeure the client not to pay the corresponding parts of the agreed price.
18.5 If the force majeure lasted six months, or if it is established that force majeure lasted longer than six months, both parties can terminate the agreement prematurely without observing of any notice period, on the understanding that such early termination is no longer possible then the obligation, the fulfillment of which was temporarily prevented by force majeure, was still made
fulfilled. In the event of premature termination due to force majeure, the client must pay the periodically or in advance to pay parts of the agreed price as yet about the time before the force majeure situation occurred.
19.0 Delivery, assembly, installation
19.1 Any assembly and / or installation work is always at the expense of client and are calculated in accordance with the then applicable rates unless expressly and otherwise agreed in writing.
19.2 The statements of delivery terms in the quotation, offers, confirmations and / or contracts are done to the best of our knowledge and will be observed as much as possible. Exceeding of these terms, for whatever reason, will never entitle the customer to compensation, dissolution of the agreement or non-fulfillment of any obligation arising from the relevant agreement or any other related agreement agreement should arise. In case of excessive exceeding of the delivery time, however, this for the purpose assessment of Archimedes-IT, this will enter into further consultation with the client.
19.3 The period within which or the time at which Archimedes-IT performs the agreed work whether the agreed deliveries must have been made, it has been established in the expectation that the circumstances under which the delivery or completion will take place, not after the acceptance of the order will change.
19.4 If such a change in circumstances will occur regardless of the foreseeability thereof occur, so that a delay is caused, the agreed time of delivery will be shifted accordingly without prejudice to the provisions of 18.1 to 18.5 in the event that
Archimedes-IT cannot fulfill the agreement temporarily or permanently due to force majeure.
19.5 If it has been agreed that the work and / or delivery will take place in phases, is allowed Archimedes-IT postpone the start of the activities and / or deliveries that belong to a phase until the client has approved the completion of the preceding phases in writing and has fulfilled all its financial obligations with regard to the partial delivery.
19.6 When the control or test activities described in the order are required data are not available to Archimedes-IT, not on time or not in accordance with the order the work is deemed to have been accepted by the client.
19.7 Shipping, transport and / or transfer of goods including materials, information carriers and equipment are always at the expense and risk of the client. Archimedes-IT is only obliged to take out insurance if and insofar as Archimedes-IT has undertaken to do so explicitly and in writing.
19.8 COD and freight costs are always at the expense of the client.
20.0 Disputes
20.1 On all agreements to be concluded by Archimedes-IT, as well as the ensuing ones obligations, Dutch law applies. All disputes arising from or related to relating to these terms and conditions and the legal relationships that have arisen between the parties, including those that arise only considered as such by one of the parties, will be tried exclusively by one competent court in the Netherlands The Applicability of the Uniform Law on the Establishment of the International Purchase agreement for movable tangible property (the Luvi Convention), as well as the applicability of the Vienna Sales Convention is hereby expressly excluded by the parties.