General terms of sale

Article 1.

General
These conditions apply to any tender offer and agreement between Phineo, hereinafter referred to as "Phineo" and a Party which Phineo these conditions has stated, if these conditions are not expressly and in writing by the parties.
These conditions also apply to agreements with Phineo, the execution of which Phineo by third parties should be involved.
These general conditions are also written for the employees of Phineo and its management.
The applicability of any purchase or other conditions of the Other is explicitly rejected.
If one or more provisions of these terms at any time wholly or partially invalid or void, it remains, in these terms and conditions fully apply. Phineo and the other party will then engage in dialogue to develop new rules to agree to replace the invalid provisions, as much as possible the purpose and intent of the original provisions are observed.
If uncertainty exists regarding the interpretation of one or more provisions of these terms and conditions, then the explanation must take place "in the spirit of these provisions.
If there is a conflict between parties arises which is not covered by these general conditions, this situation should be assessed in the spirit of these terms and conditions.
If Phineo does not require strict compliance with these conditions, this does not mean that its provisions do not apply, or Phineo to any degree would lose the right to otherwise demand strict compliance with the provisions of these terms.

Article 2

Offers and Deals
All bids and offers of Phineo are free, unless a deadline for acceptance is made in the offer. A tender offer expires if the product on which the offer or the offer relates, in the meantime is no longer available.
Phineo can not be held to its offers if the other party can reasonably understand that the bids or offers, or a part thereof, an obvious mistake or error.
The prices mentioned in an offer are exclusive of VAT and other government levies, to any under the agreement to make costs, including travel and subsistence, shipping and handling, unless otherwise indicated.
If the acceptance (whether or not to subordinate items) from the offer included in the quotation or offer Phineo is not bound. The agreement is not in accordance with said deviating acceptance, unless Phineo indicates otherwise.
A compound quotation Phineo not to execute part of the assignment against a corresponding part of the price. Offers or quotations do not automatically apply to future orders.

Article 3

Duration of contract; delivery, implementation and modification agreement
The agreement between Phineo and the Other is for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
For the completion of certain work or a period agreed or specified for the supply of certain goods, this is never a deadline. Beyond a term is the Other Phineo should therefore put in writing. Phineo should then be offered a reasonable term to still implement the agreement.
If Phineo requires information from the other party for the implementation of the agreement, the execution period begins no earlier than after the Other Party has provided accurate and complete to Phineo.
Delivery shall be ex works Phineo. The party is obliged to accept the goods at the time they are made available to him. If the other party refuses or fails to provide information or instructions necessary for the delivery, Phineo is entitled to store the goods at the expense and risk of the Other.
Phineo has the right to have certain work done by others.
Phineo is entitled to execute the agreement in several phases and to invoice the parts separately.
If the agreement is implemented in phases Phineo can implement those parts that belong to a next phase until the Customer has approved the results of the previous stage.
If during the execution of the agreement shows that it is necessary for a proper implementation to amend or supplement, then parties will proceed swiftly and in mutual consultation adapt the agreement. If the nature, scope or content of the agreement, whether or not to request or indication of the Other, of the competent authorities et cetera, is amended and the contract would be qualitatively and / or quantitatively, this can impact for what was originally agreed. This may initially agreed amount can be increased or decreased. Phineo will it as much as possible quotation. By amending the agreement may also specify the initial period of implementation. The Other Party accepts the possibility of amending the agreement, including the change in price and time of execution.
If the agreement is amended, including a supplement, then Phineo entitled to them first to implement after it is given by the agreement within Phineo competent person and the other party has agreed to the price and other conditions for implementation, including understood then determine the timing of implementation will take. Failure or not immediately implement the amended agreement does not breach of Phineo and for the other party nor ground to terminate the contract. Without being in default, Phineo can refuse a request to amend the agreement, if qualitative and / or quantitative terms could for example have to be performed in that context work or to be delivered.
If the other party in default should be in the proper performance of which he is held by Phineo, the other party is liable for all damages (including costs) on the side of Phineo thereby directly or indirectly.
If Phineo agrees a fixed price with the other party, Phineo is nevertheless always entitled to increase the price without the other party is entitled in that case the agreement to terminate that reason, if the price increase resulting from a power or duty under any law or regulation or is caused by an increase in the price of raw materials, etc. or for other reasons that were not reasonably foreseeable at the conclusion of the agreement.
If the price other than as a result of an amendment to the agreement exceeds 10% within three months after signing the contract, the other party is only entitled to an appeal to Title 5 Section 3 of Book 6 BW entitled Agreement by a written statement unless Phineo then still willing to execute the agreement based on the originally agreed, or if the price increase resulting from a power or a Phineo obligation under the law or if stipulated that the episode is longer than three months after the sale will take place.

Article 4

Suspension, dissolution and termination of the agreement
Phineo is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:
The Other obligations under the agreement, not fully or timely;
after the conclusion of the agreement Phineo learns of circumstances giving good ground to fear that the other party will not fulfill its obligations;
the other party in concluding the agreement was requested to provide security for the fulfillment of his obligations under the agreement and this security or insufficient;
If the delay on the part of the Other no longer PhineoPhineo can be expected that he will fulfill the agreement under the terms originally agreed, Phineo is entitled to terminate the agreement.
Furthermore Phineo entitled to terminate the agreement if circumstances arise of such nature that fulfillment of the contract impossible or if other circumstances arise of such nature that the unaltered maintenance of the agreement can not reasonably be demanded of Phineo .
If the agreement is dissolved, the claims of Phineo the other party immediately due and payable. If Phineo suspends fulfillment of the obligations, he retains his rights under the law and agreement.
If Phineo proceeds to suspension or dissolution, he is in no way liable for damages and costs it incurred in any way.
If the dissolution is attributable to the Other, Phineo is entitled to compensation for damages, including costs, thereby directly and indirectly.
If the other party is arising from the contract obligations; and this failure justifies termination, then Phineo is entitled to terminate the agreement with immediate effect without any obligation to pay any damages or compensation, while the Other, by virtue by default, but for damages or compensation is required.
If the agreement is terminated prematurely by Phineo, Phineo in consultation with the Other arrange for transfer of additional work to third parties. Unless the termination is attributable to the Other. If the transfer of work for Phineo extra costs are incurred, they will be charged to the client. The other party is obliged to pay these costs within the period mentioned, unless Phineo indicates otherwise.
In case of liquidation, (application) receivership or bankruptcy of attachment - if and where the herd is not lifted within three months - at the expense of the Other, of debt or other circumstance that the Other is no longer freely about his ability available, the Phineo is free to terminate the agreement immediately and terminate with immediate effect or to cancel the order or agreement without any obligation to pay any damages or compensation. The claims of Phineo on the Other in that case immediately due and payable.
If the other party cancels an order in whole or in part, the order or ready-made things, plus the potential to drain and delivery costs and the reserved time for the execution of the agreement, integral to the Other be charged .

Article 5

Odds
Phineo is not obliged to fulfill any obligation to the other party if he is being hampered due to a circumstance that is not due to debt, and neither under the law, a legal action or generally accepted traffic for its account.
Force majeure is defined in these terms, in addition to that which is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which Phineo no influence, but which Phineo is unable to meet its obligations . Strikes in the company of Phineo or third parties included. Phineo also entitled to invoke force majeure if the circumstance rendering (further) fulfillment of the agreement prevents occurs after Phineo should have fulfilled his obligation.
Phineo can persist during the period that the force majeure suspend the obligations under the agreement. If this period lasts longer than two months, either party has the right to terminate the agreement without any obligation to pay damages to the other party.
Insofar Phineo at the time the force majeure its obligations under the Agreement has been partially fulfilled or will fulfill, and to fulfill or to meet part independent value, Phineo entitled to the already observed to be part separately, respectively invoice. The other party is obliged to pay this invoice as if it were a separate agreement.

Article 6

Payment and collection costs
Payment must be made within 30 days after the invoice date, in a manner to be specified in the currency invoiced by Phineo, unless otherwise specified by Phineo. Phineo is entitled to periodic billing.
If the other party fails to make timely payment of an invoice, then the other party is legally in default. The Other is then an interest rate of 1% per month, unless the statutory interest is higher, in which case the statutory interest. The interest on the due amount will be calculated from the time that the other party is in default until the moment of payment of the full amount owed.
Phineo has the right by Other payments made to stretch in the first place to reduce the costs, then deducting the interest and finally to reduce the principal and accrued interest.
Phineo can, without being in default, an offer to refuse payment if the Other another order for the allocation of the payment. Phineo can refuse full payment of the principal, if not also the cases and accrued interest and collection costs.
The Other is never entitled to set the amount due to Phineo by him.
Objections to the amount of a bill to suspend the payment obligation. The other party that does not appeal to section 6.5.3 (articles 231 and 247 of Book 6 BW) is not entitled to the payment of a bill to suspend any other reason.
If the other party is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining satisfaction out of court on behalf of the Other. The extra costs are calculated on the basis of what is customary in the Dutch collection, currently under the calculation method II report. If Phineo however, higher costs for collection has been reasonably necessary, the actual costs for reimbursement. Any judicial and execution costs will also be recovered from the Other. The Other is on the collection costs also include interest.

Article 7

Retention
All through Phineo under the delivered goods remain the property of the other party Phineo until all obligations under the agreement with Phineo (s) is properly implemented.
By Phineo delivered, that pursuant to paragraph 1. the property, may not be resold and must never be used as payment. The Party is not entitled to pawn under the title falling or encumber in any other way.
The Other is always to do what was reasonably expected of him may be to secure the property rights of Phineo.
If third parties seize the property delivered or rights to establish or exercise, then the other party is obliged to Phineo them immediately.
The other party is obliged to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage and theft and the policy of this insurance on first request to the Phineo inspection. Any payment of the insurance Phineo entitled to these amounts. Insofar as necessary, the other party commits itself towards Phineo in advance to cooperate with all that that framework was necessary or desirable (appear) to be.
In case Phineo in this article are designated to exercise property rights, the other party in advance unconditional and irrevocable consent to Phineo and by Phineo designate a third party to enter those places where the property of Phineo are located and business back to take.

Article 8

Guarantees, research and advertising, limitation
The goods to be delivered by Phineo meet the usual requirements and standards that at the time of delivery could be made reasonably and in which they normally use in the Netherlands. The guarantee mentioned in this article shall apply to matters that are intended for use within the Netherlands. When outside the Netherlands should verify the Party itself or its use is suitable for use there and meet the conditions which they are made. Phineo may then other guarantees and other conditions in respect of the goods or perform activities to deliver.
The mentioned in paragraph 1 of this Article shall guarantee is valid for a period of 1 year after delivery, unless the nature of the provided otherwise or the parties agree otherwise. If a case which was produced by a third party guarantee by Phineo, then the guarantee is limited to those provided by the producer of the case, unless otherwise indicated.
Any form of guarantee will lapse if a defect is caused by or resulting from improper or inappropriate use or use after the expiry date, improper storage or maintenance by the Party and / or third parties when, without written permission from Phineo, the other party or parties have applied to the case changes or have tried to bring that other cases were confirmed that should not be attached to it, or if they were processed or modified other than as prescribed. The Other is not entitled to warranty if the defect is caused by or arising from circumstances where Phineo no influence on, including weather conditions (such as but not limited to, extreme temperatures or rainfall) et cetera.
The other party is obliged to (do) investigate immediately the moment that things are made available and the relevant activities are carried out. The Other Party must examine whether the quality and / or quantity of delivered corresponds with what was agreed and meets the requirements of the parties thereto have agreed. Any visible defects within seven days after delivery to be reported in writing to Phineo. Any defects are not visible immediately, but in any event within fourteen days after discovery, to be reported in writing to Phineo. The report must contain a detailed description of the defect, so Phineo able to react adequately. The Other is Phineo in to the opportunity to (do) investigate a complaint.
If the other party timely complaint, suspend its payment obligation. The Other remains in that case also held to purchase and payment of the otherwise ordered.
If a defect notification is made, then the Other no longer to repair, replacement or compensation.
If it is determined that a case is weak and that time is on gereclameerd, then Phineo the faulty item within a reasonable time after the return receipt or, if return is not reasonably possible, following notification of the defect by the other party, the choice of Phineo, replace or repair thereof or replacement fee to the Other comply. In case of replacement, the Party is obliged to replace the matter to return to Phineo and to transfer ownership to Phineo unless Phineo indicates otherwise.
If it is established that a complaint is unfounded, then the costs it incurred, including research costs, on the side of Phineo, are fully borne by the other party.
After the warranty period, all costs for repair or replacement, including administration, postage and wire costs, to the Other charged.
Notwithstanding the statutory limitation periods, the limitation of all claims and defenses against Phineo and the third parties concerned by Phineo in the execution of a contract for one year.

Article 9

Liability
If Phineo liable, this liability is limited to that which is governed by this provision.
Phineo is not liable for damages of any kind, caused by Phineo is assumed by or on behalf of the Other incorrect and / or incomplete data.
If Phineo be liable for any damages, the liability of Phineo limited to twice the invoice value of the order, at least that portion of the order which the liability relates.
The liability of Phineo is in any case limited to the amount paid by its insurer, as appropriate.
Phineo is liable for direct damage.
Direct damage is only the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage under these conditions, any reasonable expenses incurred Phineo of the poor performance of the contract to answer, insofar as this can be attributed to Phineo and reasonable costs incurred to prevent or mitigate damage, insofar as the Customer demonstrates that these expenses resulted in mitigation of direct damage under these conditions.
Phineo is never liable for indirect damages, including consequential damages, lost profits, lost savings and damage due to business interruption.
8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of Phineo or his senior subordinates.

Article 10

Risk transfer
The risk of loss, damage or loss is transferred to the Customer at the moment things to the other party in the power of the Other.

Article 11

Disclaimer
The Other indemnify Phineo for any claims of third parties who suffer damages in connection with the execution of the agreement and whose cause other than attributable to Phineo.
If Phineo that reason should be addressed by third parties, then the Party held Phineo to assist both out of court and immediately what to do for him in that case can be expected. If the Other in default in taking adequate measures, then Phineo, without notice, entitled themselves doing so. All costs and damages on the part of Phineo and others are created, are for the account and risk of the Other.

Article 12

Intellectual property
Phineo retains the rights and powers for which he is entitled under the Copyright and other intellectual laws and regulations. Phineo entitled by the execution of an agreement at his side increased knowledge for other purposes, provided that no strictly confidential information of the other party to third parties.

Article 13

Applicable law and disputes
On relations with all legal Phineo party, only Dutch law, also if a contract wholly or partly abroad or if there is the party involved in the relationship. The applicability of the CISG is excluded.
The judge in the place of Phineo has exclusive jurisdiction to hear disputes, unless the law requires otherwise. Nevertheless Phineo has the right to submit the dispute to the competent judge.
The parties will first appeal to the courts after they settle the utmost to solve a dispute by mutual agreement.

Article 14

Location and change policy
These conditions are filed with the Chamber of Commerce in Nijmegen
Applicable is the last registered version or the version valid at the time of the conclusion of the legal relationship with Phineo.
The Dutch text of the general conditions is decisive for the interpretation thereof.