Eldege Softtronics LTD established Beringlaan 7, 2803 GO Gouda
MedicVision LTD established Leigraafseweg 8, 6983 BP Doesburg
Article 1 relevance of these conditions
These conditions apply to every offer and every agreement of MedicVision LTD, hereafter to call: salesman, and a purchaser on which salesman has explained these conditions of application, insofar from these conditions parties have not deviated explicitly.
Article 2 tenders
2.1 tenders made by salesman is without engagement, unless these contain a period for acceptance. If a tender contains a without engagement offer and this by purchaser is accepted, salesman has the right the offer 2 revoke working days after reception of the acceptance. Salesman has been only bound to the tenders if the acceptance is confirmed in writing of this by purchaser to salesman within 14 days. All mentioned prices are exclusive B.T.W., unless differently declared.
2.2 the contents of catalogussen, folders and such bind salesman only if it is explicitly referred in the agreement.
Article 3 supply
3.1 unless differently corresponded, supply finished factory/store of salesman occurs.
3.2 purchaser has been obliged the bought decrease matter at the moment on which these are made available according to the agreement to him, or at the moment on which these are provided him. If purchaser refuses the purchase or negligent is with supplying information or instructions necessary for the supply, the matter will be stored for risk of purchaser. Purchaser in that case all additional costs, among which in any case rise costs, chargeable to be.
Article 4 delivery periods
An agreed delivery period is no fatal period, unless explicit differently has corresponded. At not-swift delivery purchaser serves salesman therefore written in lack to put.
Article 5 supplies
It has been permitted sold provide matter in parts to salesman. This does not apply if a supply has no independent value. If the matter in parts is provided, is salesman competent each part invoice separately.
Article 6 suspension of the agreement
The progress of salesman on purchaser is immediately opeisbaar in among others the following cases:
if after closing agreement to salesman circumstances comes give for the knowledge to that salesman good ground that to fear purchaser will not meet its obligations;
if salesman purchaser has asked put at closing the agreement certainty for the compliance and this certainty stays away, or insufficient is;
at bankruptcy, suspension of payment or liquidation of purchaser;
In the called cases, yet for that purpose does not limit, is salesman competent the further implementation of the agreement suspend, or to dissolution of the agreement proceed, and an other one from gehoudenheid of purchaser because of this by compensating for lost out salesman.
Article 7 guarantee
7.1 salesman guarantees that the matter of sound material, provided by him, has been manufactured and with good skill discretion.
7.2 if the matter or fabricage-fout show designs, material is entitled purchaser to convalescence of the matter during the guarantee period after supply. Under supply in this Article the supply purchaser to its consumer it is understood. Salesman can choose for the matter if to replace convalescence runs up against objections. Purchaser is entitled only to replacement if convalescence of the matter is not possible. A replaced matter becomes property of salesman.
7.3 the guarantee does not apply if damage is the consequence of an incorrect treatment.
7.4 durations of the guarantee:
To equipment a guarantee of 12 months after supply applies
To software a guarantee of 2 months after supply applies; this period can be extended by closing a maintenance contract. The conditions for a maintenance contract have been incorporated in maintenance conditions software
Article 8 property reservation
The 8.1 matters provided by salesman remain the property of salesman until purchaser has complied with all following obligations from all with salesman agreements closed:
8.2 salesman delivered matter, which falls under paragraph 1 with the property reservation, can be resold only within the framework of a normal company exercise. In case of bankruptcy or suspension of payment of purchaser also resell within the framework of a normal company exercise it has not been permitted. Moreover is purchaser not competent pledge the matter or on this some other right establish.
8.3 if purchaser is obligations does not comply with or apprehension there founded exists that he this do salesman have been entitled delivered matter, on which the property reservation referred to in paragraph 1 rests at purchaser or third parties which keep the matter for purchaser to take away or dispose of to obtain. Purchaser has been obliged for that purpose all provide collaboration under penalty of a fine of 10% of by him chargeable per day.
8.4 if third parties want some right to the matter provided with property reservation establish or do money, is purchaser obliges salesman this way fast such as can be reasonably expected to inform.
8.5 purchaser obliges himself with property reservation provided insure matter and insured to keep against fires, deflagrations and water damage and against robber stable and give the policy of this insurance on first request to salesman for inspection. Purchaser obliges himself further on first request of salesman:
the matter all revendications of purchaser to pledge to salesman in the manner, provided on insurers concerning with property reservation, which is prescribed in Article 3:239 B.W.;
e progress which purchaser obtains towards its consumers at reselling with property reservation by pledging provided matter salesman to salesman in the manner which is prescribed in Article 3:239 B.W.;
e matter to see as the property of salesman, provided with property reservation;
in other manners collaboration to grant to all reasonable measures that salesman for protection of its tenure concerning the matter wants find and which unreasonably do not impede purchaser in the normal exercise of its company.
Article 9 lacks; complaint periods
9.1 purchaser must examine the bought matter at delivery - or as quick afterwards as possible at (leave). Purchaser must examine if it answers provided to the agreement, to know:
- or the correct matter has been provided;
or the delivered matter concerning kwantiteit (for example the number of and the quantity) corresponds with the overeengekomene;
if the delivered matter meets the agreed quality requirements or - if these being lacking to the demands which can be made to a normal use and/or trade aims.
9.2 become visible lacks or shortages observed, then purchaser must in writing communicate these within 10 days after delivery to salesman.
9.3 Niet-zichtbare lacks serve purchaser 3 days after the lack has been discovered if reasonably had belong have been discovered, yet at the latest within 2 months after delivery to communicate in writing to salesman.
Article 10 increase in the price
If salesman agrees a certain price to purchaser, salesman has been niettemin entitled to increase of the price: salesman at delivery the applying price can charge according to its at that moment applying list. If the increase in the price amounts to more than 10%, has purchaser the right annul the agreement by means of a [certificate/declaration]. Dissolution must immediately after kennisneming of the increase in the price purchaser occurring.
Article 11 payment
11.1 payment must occur within 30 days after invoice date transfer of the chargeable amount to the bank account of salesman. After expiring 30 days after the invoice date without payment has taken place, purchaser in staff absence is; purchaser is as from the moment of in staff absence steps concerning opeisbare the amount an interest chargeable right to the legal interest + 2%.
11.2 purchaser can only then on setoff call himself if, either its progress salesman is recognized, or the gegrondheid of that progress in a simple manner are determine.
11.3 purchaser done payments to stretch always for the afdoening in the first place of all chargeable interest and costs, and in the Second place of opeisbare invoices which are open longest, even already mentions purchaser that the voldoening is related to a later invoice.
Article 12 Incassokosten
12.1 if purchaser in staff absence is with complying with one or more of its obligations, then he is all reasonable costs for acquisition of satisfaction outside straight to salesman chargeable. The costs will be charged to purchaser in accordance with the incassotarief, as that has been incorporated in diagram for lawyer claims, published by the Dutch order of lawyers used and on the understanding that if the real extrajudicial incassokosten higher than have been meant tariff the real expenses will have be reimbursed by purchaser.
12.2 purchaser is further to salesman by salesman made judicial costs chargeable in all agencies, subject to insofar purchaser shows that these are unreasonably high. This only applies if salesman and purchaser have conducted a [legal procedure/procedure] concerning an agreement on which applies these general conditions, and a legal pronouncement in strength of gewijsde has gone, where purchaser has been put entirely or in predominating degree in unequal.
Article 13 liability
Salesman is towards purchaser exclusively in the next manner responsible:
13.1 for damage as a result of a lack in provided is considered the liability exclusively as regulated in art. 7. (Guarantee) of these conditions.
13.2 the liability of salesman has been moreover restricted to lost out by purchaser which is the direct and excluding consequence of debt of salesman. The liability has been further restricted to twice the invoice amount on which salesman is entitled under the agreement towards purchaser.
13.3 above restrictions of liability do not apply if damage has been caused by set-up or grove debt of salesman or is executive inferiors.
Article 14 supremacy
14.1 shortcomings of salesman in the implementation of the agreement are considered as supremacy and can to him be not attributed if they not to blame be to its debt, nor under the law, the agreement or in the movement applying conceptions at its expense to come. During supremacy the supplies and other obligations of salesman are suspended.
14.2 under supremacy it is in any case understood: the circumstance that salesman swift or not considerably provided does not get a performance which is not important achieve something concerning by him itself; strikes; jammings in the movement; government measures which prevent salesman its comply with obligations swiftly or soundly; a general lack of required raw materials and other for achieves required matter or services and excessive sickness absence of the agreed performance.
14.3 if the performance supremacy becomes longer than has one month slowed down everyone of the parties, under exclusion of further rights, competent the agreement according to the law dissolve without salesman to only compensation will be loved damage, suffered by purchaser or third parties.
14.4 salesman has also the right to supremacy call itself if the circumstance which (further) prevents compliance enters after salesman its obligation would have had comply with.
14.5 if salesman has meeied at entering supremacy already partial to its obligations, or only partial its obligations can satisfy, he has been entitled it already separately invoice part provided c.q the deliverable and purchaser has been kept this satisfy invoice as concerned it a separate contract. This is considered however not as already provided c.q deliverable part has no independent value.
Article 15 intellectual property
Salesman preserves all industrial and intellectual tenures concerning the matter provided by him and in this set out and thereby belonging programmatuur, drawings, designs, models, and such. It purchaser written authorization of salesman has been permitted called matter/not copying data or on thus to third parties which other manner available to make.
Article 16 dispute settlement
Contrary to the legal rules for the competence of the civil judge each dispute between purchaser and salesman, in case the court competent is, are settled by the court in the district in which salesman has established. Salesman continues however competent present a dispute to the judge competent according to the law or the appropriate international treaty.
Article 17 appropriate right
To each agreement between salesman and purchaser right applies Dutch.
Additional conditions software
Article 1 definition software
Under software the softwaremodulen developed by supplier it is understood, with thereby the belonging user documentation. The exact contents of the modulen, which on components to modifications liable is, are stipulated at exclusion by the supplier in consultation between the users. As soon as a user association has been founded can the contents in consultation be stipulated user association and supplier.
Article 2 rights software
2.1 the intellectual eigendoms and copyrights to the point of the softwaremodulen rest at supplier.
To offer 2.2 supplier links itself towards customer, planned in case of sale of software parcel, meant right firstly to user association - if these that moment exists - and just after not reaching an agreement to a third.
Article 3 use software
3.1 the user charge of customer is not exclusive.
3.2 it has not been permitted customer his transfer user charge to a third without preceding written authorization of supplier.
3.3 under use of software in these conditions it is understood the use of the softwaremodulen in the most wide zins of the word.
Article 4 implementation
4.1 supplier will provide software on [mediums/medium] readable for computers on by customer address in the Netherlands to indicate.
4.2 to by customer in use to take the softwaremodulen an acceptance period goes in advance which can maximum 2 months last. Hereafter the regular use becomes effective and arises as well as the payment obligation of customer for the maintenance of programmatuur.
Article 5 risk and guarantee
5.1 once accepted programmatuur are whole for risk of supplier, to they in the actual arrangement power of customer or a third integrated by him has proceeded.
5.2 supplier ensures for charging, supplying and paying the information bearers of the softwaremodulen. Supplier answers that, at competent and judicious use of equipment, softwaremodulen and associated documentation on a good result of programmatuur can be counted, what implies at least that the use results correspond with the specifications as mentioned in documentation.
Article 6 convalescence [loose ends/defects]
6.1 supplier [loose ends/defects] in programmatuur at its expense will repair within the guarantee period.
6.2 customer is obliged its make publicity in writing and well-reasoned to supplier recognizable.
Article 7 liability supplier
7.1 supplier is not responsible for damage to programmatuur in case of unauthorized or injudicious use of software or equipment by customer or his employees.
7.2 conditions for the ontstaan of some right to damages are always, which customer has damage in writing after the ontstaan of it as quick as reasonably possible at supplier has been communicated.
Article 8 violation on intellectual tenures.
8.1 if third parties against customer a progress is established because of claimed violation on the intellectual tenures of third parties she supplier of it immediately notification.
8.2 supplier will conduct on its costs against such a progress objection, provided that customer authorizes her to this end and her all desired information and aid supply.
8.3 if it has been determined at a judicial pronouncement that the use produces violation by customer on the intellectual tenures of third parties supplier all consequences, particularly also that of damages, to carry.
Article 9 prices and payment
Payment must only debt comparison or discount by ommegaande, occurring yet at the latest 30 days after invoice date. The customer cannot call himself on compensation.
a) 40% at sign agreement
b) 40% at supply
c) 20% after acceptance
) Payment maintenance contract after acceptance declaration and guarantee period
Article 10 durations of the agreement
The user charge is for an indefinite period of time granted supplier.
Uses and maintenance conditions software
Article 1 description of the maintenance activities
Repairing [loose ends/defects] 1.1 in the software to maintain and thereby available put documentation.
1.2 all adaptations c.q extensions of programmatuur which necessary is faultless function of the softwaremodulen permanent guarantee to be able, particularly adaptations to the amendments to the law, changes in the compensation system, regulations etc. which of influence are on the agreed objective of the software to maintain. These adaptations are carried out within the framework of programmatechnische the possibilities of the used ontwikkelgereedschap. Also it has been understood: supplying project accompaniment, documentation and guides. The adaptations take place within a reasonable time after publication of a modification or new legislation, if possible considerable time for coming into force.
1.3 required adaptations because of extensive modifications in reference models to use of the trade association can fall outside these conditions. For this compensation can possibly be asked.
1.4 granting employees of customer, trained of for free telephone recommendation supplier, in particular at critical moments which for the first time, such as flow outburst, or jammings by supremacy and from that the resulting herstartprocedure occur. The customer has been obliged designate a contact.
1.5 repairing programmes, which by service errors or programmes or machine jammings have been damaged. Possibly irreparable programme bearers will be replaced and are charged against the tariff then applying to customer, insofar this is not covered by the guarantee on equipment or a maintenance agreement for equipment.
1.6 to this agreement does not belong repairing at customer in use is fact files. Also programmes fall which have changed by customer outside this agreement, unless this has occurred in consultation.
1.7 available putting ontwikkelcapaciteit for introducing programme modifications or - extensions, which have been needed for the customer. To this linked cost become against on that moment applying tariffs charged. To converting data from external sources, yes or no as structural modification or additive, this member applies also.
The 1.8 willingnesses to again giving instruction to (new) customer designated staff. This is not free of charge.
1.9 for the arrangement couples and documenting supplements on programmatuur which contributions to quality improvement.
Article 2 conditions for the maintenance
2.1 conditions for maintenance activities are it by customer use of last to customer provided programmatuur. For maintenance activities to for customer developed programmes documentation and source on information bearers especially must by customer available being put.
2.2 supplier has the right the maintenance activities, as mentioned in this agreement, by letting carry out third parties of at least similar expertise as supplier.
2.3 if supplier this necessary considers customer for the implementation of the maintenance activities must sufficient offer working space and the machine with associated programmatuur as long as to make available as necessary is, without for this costs to charge.
Article 3 guarantee and liability
3.1 supplier guarantees during the duration of this agreement, which continues preserve concerning programmatuur and functions adequately, i.e. satisfies to the function /gebruiksspecificaties.
3.2 supplier obliges himself to maintenance activities to programmatuur as soon as possible after these have been requested by customer during by supplier the gebezigde carry out labor hours. Outside these hours a rise can be charged.
3.3 when supplier does not fulfil its maintenance obligations in accordance with these conditions customer can conclude the agreement immediately. The compensations chargeable at that moment must however by customer still being paid.
3.4 suspension does not suspend compliance with the current undertakings from this agreement. Supplier has been kept in such a case surplus paid compensations pro rata to customer parte to restitute.
Article 4 durations of the agreement
4.1 the agreement applies for an indefinite period of time.
4.2 the agreement can be cancelled customer with a notice of 3 months before the end of the calender year. Denunciation must occur in writing, undiminished Article 3.3 and Article 6.
Article 5 payment
5.1 the current maintenance tariff has been mentioned in list of the softwaremodulen. Altitude can be influenced by external factors.
5.2 the maintenance tariff, raised with the VAT then applying (VAT) is charged on 2 January of each year and must be immediately satisfied. To the first year applies that after the acceptance declaration of customer a proportional part is invoiced directly, for the period raised to end of the calender year, also with the VAT then applying.
Article 6 interim suspension
6.1 if one of both parties one or more of his from this agreement respectively conditions do not comply with resulting obligations not, considerable or not swiftly, as well as in case of bankruptcy, suspension of payment, stillegging or liquidation of the company of one of the parties, the other party has been entitled without legal mediation the agreement such as dissolved or suspended to consider without to only damages to have kept, undiminished all him further belonging to rights.
6.2 in case one of the circumstances at customer, called in paragraph 6.1, occur all progress of supplier on customer terstond opeisbaar be and has supplier the right other suspend or annul agreements also all with customer.
Article 7 several provisions
7.1 on this agreement exclusively right applies the Dutch.
7.2 should share of this agreement null and void to be or not valid become, then the remaining provisions remain effective. Parties concerning the provisions which null and void is or not valid to become, consultations hold a replacing regulation to find in the sense that in its whole the scope of this agreement continues preserve.
7.3 all disputes between parties, resulting from this agreement or with that in directly or lateral link standing, will in the first place be tried to regulate the judge in district Arnhem, possibly in a short lawsuit, competent of absolute competentie.