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Article 1.          General

1. These conditions apply on every offer, tender and agreement between Amvira, hereafter call: User, and a counterpart on which user has explained these conditions of application, as far as of these conditions parties are not explicitly and written afgeweken.
2. The present conditions apply also on agreements with user, for the implementation of which by user must third parties become betrokken.
3. These general conditions have been also written for the employees of user and are directie.
4. The relevance of possible purchase or other conditions of the counterpart becomes explicitly of the hand gewezen.
5. If one or more provisions in these general conditions at some moment have been destroyed whole or partially null and void or should become, then remains it moreover in these general conditions stipulated entirely of application. User and the counterpart then will enter into consultation in order destroyed in substitution for the null and void or to agree new provisions provisions, where the as much as possible aim and the scope of the original provisions in eight become genomen.
6. If obscurity exists on the explanation of one or more provisions of these general conditions, then `must the explanation take place to the spirit of these bepalingen.
7. If between parties a situation occurs that in these general conditions is not regulated, then this situation must be assessed to the spirit of these general voorwaarden.
8. If user not always strict compliance with these conditions desires, does not mean this that the provisions do not apply of it, or that user in enigerlei degree would lose the right to desire in other cases the exact compliance of the provisions of these conditions. 

Article 2           Tenders and offers
1. All tenders and offers of user are without engagement, unless in the tender a period for acceptance has been set. A tender or offer expires if the product on which the tender or the offer is related in the meantime no longer available is.
2. User cannot to its tenders or offers are kept if the counterpart can understand reasonably that the tenders or offers, or a component of it, a kennelijke mistake or verschrijving bevat.
3. Prices its including VAT and other levies, mentioned in a tender or offer, by the government as well as possible within the framework of the agreement costs to make, included administrative costs, however exclusively verzendkosten and insurance costs of the transport, unless differently aangegeven.
4. If the acceptance (yes or no on subordinate points) deviates from in the tender or the offer offer incorporated then user has not been bound to that. The agreement does not come about then in accordance with this derogatory acceptance, unless user differently aangeeft.
5. A composed task does not oblige user to performing a part of the task against in accordance with part of the given price. Offers or tenders do not apply automatic to future orders. 

Article 3           contract duration; delivery deadlines, implementation and modification agreement; prijsverhoging
1. The agreement between user and the counterpart is contracted for an indefinite period of time, unless from the nature of the agreement differently results or if parties explicitly and written differently overeenkomen.
2. For the completion of certain activities or for the supply of certain matter a period has corresponded or has been given up, then this never a fatal period is. At overshooting of a period the counterpart serves user therefore written in lack to put. User thereby a reasonable period must be ordered still carry out overeenkomst.
3. User the right stipulated activities has let perform by derden.
4. User is authorized carry out the agreement in several phases and the thus carried out part separately to invoice.
5. If the agreement is carried out in phases can user the implementation of those components which belong up to a next phase suspends until the counterpart the results of to that the preceding phase in writing have approved.
6. If user needs data of the counterpart for the implementation of the agreement, the implementation period does not catch earlier to than after the counterpart has these correctly and entirely to user for the arrangement gesteld.
7. If during the implementation of the agreement appears that it is for a considerable implementation of it necessary modify or complete these, then parties swiftly and in mutual consultation to adaptation of the agreement will proceed. If the nature, scope or contents of the agreement, yes or no on request or indication of the counterpart, of the competent agencies et cetera, are modified and the agreement as a result in qualitatively and/or quantitative respect are modified, then is possible this consequences have for what was agreed initially. As a result, the initially agreed amount can be raised or reduced. User of it as much as possible in advance statement will do. By a modification of the agreement the initially given up period of implementation can be modified. The counterpart accepts the possibility of modification of the agreement, including the modification in price and period of uitvoering.
8. If the agreement is modified, including a supplement, then user has been entitled to that firstly implementation give after for that agreement has been given by the person competent within user and the counterpart agreement has gone with for the implementation price given and other conditions, including the then to stipulate time on which to that implementation will be given. Or immediately do not carry out of the modified agreement produces either wanprestatie of user and is for the counterpart no ground for the agreement on at zeggen.
9. Without coming with that in lack, a request amending the agreement can refuse to user, if this could in qualitatively and/or quantitative respect consequence for example for in that framework to perform activities or provide zaken.
10. If the counterpart in lack should come in the sound compliance with what to which he is kept towards user, then the counterpart is directly or indirectly responsible for all damage (included cost) on the side of user as a result arise.
11. If user agrees a certain price at closing the agreement, then user under following circumstances has been niettemin entitled to increase of the price, also when the price has not been with reservation given original.
- if the price increase it is consequence of a modification of the agreement;
- if the increase in the price results from to user a belonging to competence or on user a resting obligation in pursuance of the law;
 
Article 4           Suspension, dissolution and interim denunciation of the agreement
1. User is competent suspend the compliance with the undertakings or the agreement terstond and with direct entrance if to dissolve:
- the counterpart not, complete or not swiftly does not comply with the obligations from the agreement;
- after closing the agreement user for the knowledge to circumstances come good ground give that to fear the counterpart will not comply with the obligations;
- the counterpart at closing the agreement is requested provide collateral for the voldoening of its obligations from the agreement and this certainty stays away or insufficient is;
- if by the delay on the side of the counterpart of user can be no longer demanded that he will comply with the agreement against the initially agreed conditions, user has been entitled annul the agreement.
- if circumstances occur which of serve nature is that compliance with the agreement impossible or unaltered maintenance of the agreement in redelijkheid can be not demanded of user.
2. If the dissolution to the counterpart is toerekenbaar, user has been entitled to compensation of damage, including the costs, as a result directly and indirect ontstaan.
3. If the agreement becomes is dissolved the progress of user on the counterpart immediately opeisbaar. If user suspends the compliance with the undertakings, preserves he are revendications from the law and overeenkomst.
4. If user on the grounds proceeds as called in this Article to suspension or dissolution, he from serves account in generlei a manner has been kept to compensation of damage and costs as a result in any way ontstaan or indemnity, whereas the counterpart is obligatory, on account of wanprestatie, much to damages or indemnity.
5. If the agreement is cancelled interim user, user zorgdragen for transfer of still activities to third parties will perform in consultation between the counterpart. This unless the denunciation to the counterpart is toerekenbaar. Unless interim finishing to user is attribute, the costs for transfer to the counterpart are charged. User will inform the counterpart as much as possible in advance to the point of the scope of these costs. _ the counterpart be obliged these cost within the for that by user call period satisfy, unless user differently aangeeft.
6. In case of liquidation, of (application of) suspension of payment or bankruptcy, of beslaglegging - if and as far as seizure not within three months is raised - at the expense of the counterpart, of debt cleansing or another circumstance as a result of which the counterpart can have no longer vrijelijk its capacity, it vrijstaat user to cancel the order the agreement terstond and with direct entrance or or agreement to cancel, without only obligation zijnerzijds to payment of only damages or indemnity. The progress of user on the counterpart is in that case immediate opeisbaar.
7. If the counterpart cancels a placed order entirely or partially, then for that order or prepared matter, multiplied with possible the to evacuations and delivery costs of it and the labour time, integratedly to the counterpart, reserved for the implementation of the agreement, is charged. 

Article 5           Supremacy
1. User has not been kept to complying with only obligation towards the counterpart if he is impeded to this end as a result of a circumstance blame which is not to debt, and nor under the law, an act of law or in the movement applying conceptions at its expense comes.
2. Under supremacy in these general conditions it is understood, beside what in the law and case law is about that understood, all of coming outside causes, or niet-voorzien, on which user can no influence, foresee, yet as a result of which user is not able its comply with obligations exercise. User has also the right to supremacy call itself if the circumstance which (further) prevents compliance with the agreement, enters after user its obligation would have had comply with.
3. User can during the period that supremacy continues the obligations from the agreement suspends. If this period lasts longer than two months, then the everyone has been entitled of the parties annul agreement, without obligation to compensation of damage to the other partij.
4. If user is at the time of entering supremacy obligations from the agreement meanwhile partially has complied with or these might comply with, and to the complied with respectively to comply with part independent value belongs to, user has been entitled comply with it separate respectively part already complied with to invoice. The counterpart is obliged this invoice as if were there satisfy talk of a separate agreement.
 
Article 6           Payment and incassokosten
1. Payment must occur always preceding the supply on by user unless to indicate wise in the currency in which has been invoiced, in writing differently indicated by user. User has been entitled for periodically at factureren.
2. If the counterpart is in default in the swift payment of an invoice, then the counterpart is by right in staff absence. The counterpart is then an interest chargeable. In the case of consumer buy the interest right to the legal interest is. In other cases the counterpart is an interest chargeable of 1% per month, unless the legal interest is more higher, in which case the legal interest is chargeable. The interest concerning opeisbare the amount will be calculated as from the moment that the counterpart in staff absence is up to the moment of voldoening of entirely chargeable bedrag.
3. User the right has let stretch the payments done by counterpart in the first place in decrease of the costs, vervolgens in decrease of the fallen open interest and finally in decrease of the principal sum and current rente.
4. User can, without coming as a result in staff absence, an offer to payment refuses, if the counterpart designates another order for the toerekening of the payment. User can complete relay of the principal sum refuse, if thereby not also interest fallen open and the current and incassokosten become voldaan.
5. Objections against the altitude of an invoice are not lacking the payment obligation op.
6. If the counterpart in lack or in staff absence in (swift) the compliance with its undertakings is, then all reasonable costs come outside for acquisition of voldoening straight at the expense of the counterpart. Buitengerechtelijke the costs are calculated on the basis of what that moment in the Dutch incassopraktijk is usual, at present the calculation method according to report Voorwerk II. If user has made however higher costs for the incasso which was reasonably necessary, the really made costs for compensation qualify. The possible made judicial and executiekosten will be also recovered on the counterpart. The counterpart is concerning the chargeable incassokosten also interest chargeable. 

Article 7           property reservation
1. All user within the framework of the agreement provided matter remains property of user until the counterpart all obligations from with user agreement closed (and) sound nagekomen.
2 are. Matter provided by user, which falls in pursuance of paragraph 1. with the property reservation, cannot be resold and can never as a tender be used. The counterpart is not competent with the property reservation the falling pledge matter or in an only other manner to burden.
3. The counterpart serves always already who that to do reasonably of him can be expected for the property rights of user safe at stellen.
4. If third parties levy an attachment on the matter provided with property reservation or rights want establish then or do money, then is informed the counterpart obliges for user of it immediately at stellen.
5. The counterpart obliges himself insure matter provided with property reservation and insured as well as to keep against fire, deflagrations and water damage against robber stable and give the policy of this insurance on first request to user for inspection. At a possible benefit of the insurance user has been entitled to these penningen. Voorzoveel as necessary link themselves the counterpart towards user in advance to grant that its collaboration to already which that framework could necessary or desirably (to prove to be) at zijn.
6. For the case user is property rights indicated in this Article wants exercise, gives the counterpart in advance unconditional and not herroepelijke authorisation to user and by designating third parties user to enter where all those places the properties of user are themselves and that matter to take back. 

Article 8      Guarantees, research and publicities
1. By user to provide matter meets the usual demands and standards which can be reasonably made to that at the moment of supply and for which they have been intended at normal use in the Netherlands. The guarantee laid down in this Article applies on matter which is intended for the use within the Netherlands. At use the Netherlands must the counterpart himself verify if the use is arranged of it for the use there and if these meet the conditions which are put to that. User can in that case other guarantees and remaining conditions puts to the point of to provide the matter or to carry out werkzaamheden.
2. The guarantee called in paragraph 1 of this Article applies to a period of 6 months after supply, unless from the nature of provided differently results or parties have corresponded differently. If by user guarantee supplied a matter concerns which was produced by a third, then the guarantee has been restricted to that, which by the producer of the matter is supplied, unless it is mentioned differently. After course of the guarantee period all costs for convalescence or replacement, including administrations, sending and voorrijdkosten, to the counterpart will be charged.
3. Every form of guarantee comes expire if a lack has arisen as a result of or results from injudicious or improperly use was confirmed of it, incorrect rise or maintenance to that by reporting have tried, to that other matters which do not have to that confirmed to the counterpart and/or by third parties when, without written authorisation of user, the counterpart or third parties to the matter has introduced modifications or or become if these became far or treated in another then obligatory manner. The counterpart does not belong to revendication on guarantee if the lack has arisen by or the consequence is of circumstances where user can no influence, included exercise on circumstances (like for example yet not exclusively, extreme rain fall or temperatures) et cetera.
4. The counterpart is obliged it provided at (do) researches, immediately the moment the matter him is made available respectively the activities concerned have been carried out. Thereby the counterpart belongs examine if quality and/or kwantiteit of provided corresponds with what has corresponded and meets the requirements which parties have agreed as to that. Possible lacks must be communicated within a month after discovery in writing to user. The report must a this way given full details possible description of the lack, contain so that user is react able adequate. The counterpart serves user in the occasion of putting a complaint at (do) onderzoeken.
5. If the counterpart complains swiftly, is not lacking this is payment obligation on. The counterpart remains in that case also kept to purchase and payment of the moreover order matter, unless to that no independent value belongs to.
6. If it is made of a lack later report, then the counterpart belongs to no more right to convalescence, replacement or indemnity, unless from the nature of the matter or the remaining circumstances of the case a longer period voortvloeit.
7. If is certain that a matter is poor and has been as to that swiftly complained, then user the poor matter within reasonable period after retourontvangst of it or, if retournering reasonably possible, written notification has not been replaced to the point of the lack by the counterpart, for the choice of user, or zorgdragen for convalescence of it or replacing compensation for that to the counterpart to satisfy. In case of replacement the counterpart has been kept the replaced return matter to user and the property about that to user unless to provide, user indicates differently.
8. If comes be certain that a complaint is unfounded, then the costs come arise as a result, including the research costs, fallen on the side of user as a result, integratedly at the expense of the counterpart. 

Article 9 liability
1. If user should be responsible, then is this liability restricted to what in this provision has been regulated.
2. User responsible for damage, of whatever nature, has not arisen because user has assumed by or on behalf of the counterpart supplied incorrect and/or incomplete gegevens.
3. User is exclusively responsible for direct damage.
4. Under direct damage it is exclusively understood:
- the reasonable costs for determination of the cause and the scope of damage, as far as the observation is related to damage in the sense of these conditions;
- the possible reasonable costs made to let answer the poor performance of user to the agreement, for so many these to user can be attributed;
- reasonable costing, made for the prevention or restriction of damage, as far as the counterpart shows that these have conducted costs to restriction of direct damage as meant in these general conditions.
5. User never responsible for indirect damage, included consequence damage, lacked profit, missed savings and damage by companies or different stagnation. In the case of consumer buy this restriction does not stretch further than those, which have been permitted in pursuance of Article 7:24 paragraph 2 BW.
6. If user should be responsible for enigerlei damage, then the liability of user has been restricted to up to three times the invoice value of the order, at least to that part of the order on which the liability relation heeft.
7. The liability of user has been in any case always restricted to the amount of the benefit of its insurer in attentive geval.
8.   In this Article restrictions incorporated of the liability do not apply if damage to blame is to set-up or grove debt of user or is executive inferiors.

Article 10         Verjaringstermijn
1. Contrary to the legal limitation periods, the limitation period of all progress amounts to and defends himself towards user and by user in the implementation of an agreement involved third parties, one jaar.
2. The provisions in paragraph 1 apply on Right progress and defend themselves that have been founded on facts which would justify the proposition that the delivered matter would not answer to the agreement. Such progress and defends himself become prescribed by course of two years after the counterpart has informed user of such conformiteitconformiteit conformiteit.

 Article 11         Risico-overgang
1. The risk of loss, damage or depreciation proceeds on the counterpart on the moment on which matter in the power of the counterpart is brought.

Article 12         Vrijwaring
1. The counterpart protects user for possible revendications of third parties, which suffer concerning the implementation of the agreement damage and of which the cause to other then to user toerekenbaar is.
2. If user from serves account third parties should be addressed, then the counterpart has been kept assist user both outside and in straight and immediately already which that to do that of him case can be expected. The counterpart should be in default in taking adequate measures, then user, without ingebrekestelling, entitled itself is to this end proceed. All costs and damage on the side of user and third parties as a result, arise, come integratedly for account and risk of the counterpart. 

Article 13         Intellectual property
Not of application

Article 14         Appropriate right and geschillen
1. To all Right relations where user party is, exclusively right applies the Dutch, also if to an obligation entirely or partial abroad implementation is given or if in the Right relation involved party there place of residence has. The relevance of the Viennese buy Treaty becomes uitgesloten.
2. Parties will firstly appeal to the judge after they to the extrême has strained a dispute in mutual consultation to settle itself.

Article 15         Vindplaats and modification voorwaarden
1. These conditions have been deposited at the chamber of commerce Groningen
2. Always deposited version applies the last c.q the version such as that applied at the time of the totstandkomen of the Right relation with Gebruiker.
3. The Dutch text of the general conditions is always determinative for the explanation of it.

 
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