General terms and conditions

General Terms and Conditions of Sale and Delivery for the Technology Industry, filed with the Registry of the District Court of The Hague on April 16, 2010, under no. 29/2010. Issued by the FME-CWM Association, P.O. Box 190, 2700 AD Zoetermeer © FME-CWM Association / FME Attorneys

Art. I General

When these terms and conditions form part of offers and agreements for the performance of deliveries and/or services by the contractor, all provisions of these terms and conditions apply between the parties, unless expressly agreed otherwise in writing. Any reference by the client to its own purchasing or other terms and conditions is expressly rejected by the contractor.

In these terms and conditions, the following definitions apply: product: goods, as well as services, such as maintenance, advice, and inspection;

in writing: by means of a document signed by both parties or by letter, fax, email, or any other technical method agreed upon by the parties;

The contractor: the party who refers to these terms and conditions in their offer and/or order confirmation;

The client: the party to whom the offer and/or order confirmation is addressed;

In these terms and conditions, the following definitions also apply:

Service: the acceptance of work.

Art. II Offer

Every offer submitted by the contractor is non-binding.

Every offer is based on the performance of the agreement by the contractor under normal circumstances and during normal working hours.

Art. III Agreement

If the agreement is entered into in writing, it will be concluded on the date the contractor signs the contract or sends the written order confirmation.

Additional work is considered to be anything delivered and/or installed by the contractor in consultation with the client, whether or not in writing, during the performance of the agreement in excess of the quantities expressly specified in the contract or order confirmation, or anything performed in excess of the work expressly specified in the contract or order confirmation. Verbal commitments and agreements with employees of the contractor are only binding on the contractor if they have been confirmed in writing.

Art. IV Price

The prices quoted by the contractor are exclusive of VAT and other government charges applicable to sales and delivery and are based on delivery ex works according to Incoterms applicable on the date of the offer, unless otherwise stated in these terms and conditions. "Factory" means the contractor's business premises.

If, after the date of conclusion of the agreement, one or more of the cost price factors increase – even if this occurs as a result of foreseeable circumstances – the contractor is entitled to increase the agreed price accordingly.

The agreement includes the contractor's authority to invoice separately for additional work performed by it, as soon as the amount to be invoiced is known to it. The rules set out in paragraphs 1 and 2 of this article apply mutatis mutandis to the calculation of additional work.

Unless otherwise agreed, cost estimates and plans will not be invoiced separately. If the contractor needs to create new drawings, calculations, descriptions, models, or tools, etc. for any repeat orders, costs will be charged for these.

Packaging is not included in the price and will be charged separately. Packaging will not be returned.

Costs of loading and unloading and of transport of raw materials, semi-finished products, models, tools, and other items provided by the client are not included in the price and will be charged separately. Costs paid by the contractor for these are considered advance payments payable by the client.

If the contractor has agreed to assemble/install the product, the price includes assembly/installation and operational delivery of the product at the location specified in the offer, and includes all costs, except for costs not included in the price according to the preceding paragraphs or listed in Article VII. Costs incurred due to inclement weather will be charged.

Art. V Drawings, calculations, descriptions, models, tools, etc.; Intellectual Property

Information contained in catalogs, images, drawings, dimensions and weight specifications, etc., is only binding if and insofar as it is expressly included in a contract signed by the parties or an order confirmation signed by the contractor.

The information issued by the contractor is binding.