General delivery, sale and payment for the supply of software and hardware and the provision of services by C-Device in Amsterdam, registered with the Chamber of Commerce Amsterdam under trade register number 34,172,894.

Article 1 – General Provisions / applicability

These conditions are applicable to all offers and agreements in which C-Device goods and / or services or work brings about, in particular, with respect to hardware and software, even if the goods and / or services are not (in more detail) in these terms are defined. These conditions apply also for the benefit of everyone we engage in the context of the implementation of an agreement.
C-Device reserves the right to modify these Terms and Conditions with immediate effect by written notice to the Client.
The applicability of any other general conditions, which should be referenced in any way by the client are only binding for us if and when we thus have explicitly agreed in writing.
If we have agreed in writing to the applicability of one or more abnormal conditions remain, although this is not expressly stated, these terms and conditions remain in force. In case of conflict between the two terms shall prevail in our terms and conditions.
These conditions will also previously entered into and to negotiate agreements apply. Deviations from these conditions must be agreed in writing. Such deviations No rights can be derived with respect to subsequent legal relationships.
Article 2 – Price, cost and payment

Unless otherwise agreed, the prices stated:
based on the order confirmation for the execution of the assignment of relevant facts;
excluding VAT, other taxes, duties and any not specified on the command applicable charges eg. for transport and insurance.
All costs arising from additions and / or modifications of a contract by or on behalf of the client are the sole responsibility of the Client.
All invoices will be paid in accordance with the payment terms or otherwise agreed in writing the payment conditions stated on the invoice by the Client. In the absence of specific conditions, the Client will pay within fourteen days after the invoice date.
Unless otherwise agreed, the customer may never use any right to compensation, discount, setoff or suspension. If we send the Client a detailed list of what he owes us and what we owe to him the task also serves as a declaration of settlement.
If the Client the amounts not paid within the agreed period, the Client shall, without any notice being required, owe the statutory interest on the outstanding amount under Article 6: 119 and 6: 120 Civil Code (statutory interest commercial transactions).
The Principal owes us all extrajudicial and judicial costs, if he he owed sum due, despite reminder, does not comply and we turn over the claim to a third party. The extra costs are calculated on the basis of the collection rates advised by the Dutch Bar Association, unless the claim is disputed and that rate is insufficient, in which case calculate the cost based on a rate per unit of time, which also is recommended by the said Order, plus our counsel to pay fees to third parties. The legal costs are always based on the latter system to the Client will be charged with a minimum amount to be settled by the courts outside the agreement.
The performance of the Client or third party payments are becoming the first deducted costs due, then interest due and, finally, to the principal.

Article 3 – Offers / quotes

All offers / quotations are without obligation unless the offer expressly stated otherwise. We have the right of receiving the acceptance of the offer by the Client to revoke the offer within three days by registered letter. The offer expires at least 14 days after the quotation date, unless otherwise stated. The 14-day period does not apply if the supplier during this period changes the conditions and we Client of the change notify. As of that date, the old tender as canceled and apply the new offer including change between the parties.
We have drawn up proposals, the underlying analysis and information, remain our property and may not be reproduced without our permission, nor handed over to third parties, communicated or made available for inspection. The right to make this productive analysis, information and quotation, also rests with us.
Agreements with and commitment of our staff are our only binding if expressly stipulated in the purchase order or otherwise confirmed in writing by us.
Data supplied by us in the form of price lists, drawings, prints, brochures and other documents are subject to change and are not binding unless it is agreed in writing with the Client.
Article 4 – Agreements, changes

An agreement with a client comes into being – with or without a tender – when the contract is confirmed in writing by us or actual effect is given to the agreement.
The Client is bound by and from the provision of the contract. We are by and from the scope of Article 4 paragraph 1 above accepting the assignment related.
For activities for which no quotation or order confirmation is sent to their nature and scope, the bill also serves as order confirmation, which is also deemed to represent the agreement correctly and completely.
We are entitled to deliver goods which deviate from what was agreed, as amended, but similar hardware components / software, if the amendments concerned in the supply business, packaging or documentation that are required to meet legal requirements, proper implementation of the agreement or if the minor changes of the case, which mean an improvement. The Client is aware that the hardware / software undergoes continuous technical changes. Customer agrees that we delivered in the standard version / version at the time of delivery.
Changes to the original agreement of any kind, in writing or orally by or on behalf of the client, causing higher costs than could be included in the quotation will be charged extra by the Client. Conversely, if changes reduced the lead to cost, we can conclude that these changes give rise to payment of an amount lower than agreed.
By the Client, after the provision of the contract still desired changes to their implementation must be notified to us promptly and in writing by the Client. In oral or by telephone orders and / or orders, the risk or not (correct) implementation of the changes on behalf of the Client.
Modifications may result in the agreed time of availability of delivery is exceeded by us. Then can be done against us no appeal.
Article 5 – Failure

If the client fails in any way to us in the fulfillment of any obligation and suspension of payments obtained in case of an application (provisional) moratorium, bankruptcy, –aangifte or asset, bankruptcy, liquidation or cessation of ( a part of) the business of the client, we, without prejudice to the other of our rights and without any obligation to pay compensation, authorized, without notice or judicial intervention, without prejudice to any other rights from us under any agreement with the Principal also:
The implementation of an agreement to suspend until payment has been sufficiently secured and / or;
Our own to suspend any payment and / or;
Any agreement to dissolve all or part of the Client.
In all of Article 5 paragraph 1 above cases we are also entitled to take back the goods delivered. The Client is obliged to take the necessary measures to enable us to effectuate our rights in this regard.
Article 6 – Security

If there is good reason for us to suspect that the client will not fulfill his obligations, the Client is obliged to provide on demand of us sufficient security for the full performance of all its obligations in relation performed by us or even completely or partially implement agreements in any form we want.
If the Customer does not comply with the will, without prejudice to our other rights, all of which the Client to us for any reason whatsoever owed by us request made under Article 2 paragraph 1 of these conditions, immediately payable and shall we be entitled the continued implementation of any agreement to suspend immediately.
Article 7 – Retention risk

All the Client delivered goods remain the property of C-Device or her (to) suppliers until all relevant amounts Principal is due for under the agreement delivered or to be delivered or performed or to be performed and the amounts referred to in Article 2, paragraph 5 and 6, including interest and costs of collection, complete with C-Device are met.
The risk of loss or damage to the goods by C-Device / are delivered to the client, go to the Client at the time of it in the actual possession of the Client or of the Client designated third party (eg. a conveyor) are accommodated. If it is agreed that C-Device ensures the transport C-Device also bears the risk until the goods are unloaded at destination.
The goods and / or services have been delivered as soon as we have shown in the face of the Purchaser that the delivered product to function properly using a test under normal operating conditions.
The place of delivery applies our domicile unless otherwise agreed. If the Client’s business does not accept or can not take, or fails to provide information or instructions necessary for delivery, we will save the expense and risk of the Client upon notice to Customer, without prejudice to our right to agreement to dissolve while retaining the right to compensation.
The Client is obliged to in Article 7 paragraph 1 shall business, as long as the ownership has not been transferred, with due care and labeled as to preserve our property and completely against fire, explosion and water damage, theft, loss and damage to ensure and provide the policy upon request to us for inspection. Also, the Client is obligated in other ways to cooperate with all reasonable measures, we to protect its proprietary rights to the goods to take and what the client does not unreasonably interfere with the normal course of its business.
Our cases that fall under the retention of title pursuant to paragraph 1 of this Article may only be sold as part of normal business. The Client is not entitled to pledge the goods or to establish any other right.
All claims by the Client on insurers with regard to the goods delivered under retention of title, the Client’s first request to us to pledge in the manner prescribed in art. 3: 239 BW. The same applies to any claims that the Client is towards its customers by reselling under retention delivered by us. All this on penalty of an immediately payable penalty of 15% of the outstanding debt to increase by 5% of the outstanding amount for each day that the client remains in default, without prejudice to our right to demand compliance.
If the client fails to fulfill his financial obligations or its obligations as set out in paragraphs 6, 7 and 8 of this article or we have good reason to fear that the Client will fail, we are entitled to recover goods delivered without any authorization from the client or the court under retention of where they are located, without prejudice to our other rights to the client. The Client is obliged to cooperate under penalty of a fine of 10% of the sum invoiced for each day that client fails. If third parties wish to establish or assert any right to the goods delivered under retention of title
Article 8 – Delivery, time, delay and overrun

We are entitled to deliver sold goods in parts, unless the partial delivery has no independent value.
If we have agreed with the Client delivery at destination, such dispatch or transport expense and risk of the Client to the destination specified by the Client, provided this place with regular transport is reasonably accessible. Insofar as the place and the place where the installation is to take place, is not accessible by the usual means of transport, we have the right buyer to charge the resulting additional costs.
The delivery at the agreed price takes exclusive deployment / installation, unless otherwise agreed.
The specified delivery / deployment / installation time is not a deadline, unless expressly agreed otherwise.
The delivery / deployment / installation period begins after we have accepted the assignment, receive full information on the implementation and we pay what is due on contract received.
When deploying / installing the Client shall provide the necessary assistance in order to perform the task properly.
If, through the agency of the Client may not have time to take place, the implementation / system, finds the provisions of Art. 6 application as if completed the deployment / installation at the agreed deadline. We must nevertheless remain within a yet to be agreed between the parties coming period to implement / install the delivered goods.
Once we have knowledge of facts and / or circumstances that render on or within the specified delivery / deployment / installation time impossible, we propose the Client as soon as possible here in knowledge.
Article 9 – Participation Client

The Client will timely provide all cooperation, data and information to us which we deem necessary or appropriate to carry out the assigned work or deliveries.
If it is agreed that the Client will provide us with equipment, materials, information carriers and / or data on data carriers, they meet specifications will, which we make available to the Client. 

Article 10 – Complaints, warranty and liability

The Client is obliged to inspect the goods, the services of established work immediately after delivery. Complaints concerning visible defects must be made in writing within two days after delivery of the goods or acceptance of the services, in excess of which period any claim lapses in respect of such defects.
Complaints concerning the defects or shortcomings, which are not visible on delivery and on the quality of delivered goods or services, must within eight days after the Client discovers the defect or could have discovered, but not later than six months after the invoice date in writing submitted to us, when crossing any time any claim in respect maturing defects.
The claimant must give us the opportunity to verify the complaint, failing which the complaint will be deemed not filed.
Slight commercially deemed acceptable or technically unavoidable deviations in quality, performance, print speed, hard drive capacity, user etc. may not constitute grounds for complaint.
Unless otherwise agreed, we are subject to the following provisions of the soundness of the goods delivered by us and the work and used construction carried out by us. Regarding what we delivered a third have our guarantee, extends no further than the question by the third party guarantee provided to us. We will do all that or the Principal render all assistance that may be required of us in order to obtain the highest possible compensation from the third party involved in a particular case.
The aforementioned warranty means that we all goods or parts, found unusable material or workmanship within a period of six months after delivery / installation, free of charge repair or redelivery, or credit the Client for the loss up to a maximum of invoice of the defective item.
Carried on repairs and maintenance we provide a three-month warranty. The guarantee covers the full charge of carrying a renewed repair in normal working hours. In compliance with the provisions of the members 17 and 18. liability for damages for the Client occurs during the performance of these operations, in whatever form, is excluded.
If the Client has placed it delivered in other than the original destination, they should give us the additional costs thereby incurred by us in repairing the defects compensate.
Should appear after a set by our research that the cause of the previous paragraph is in the imperfections computer or otherwise by the Client, the Client shall reimburse us for any expenses we have made concerning the investigation.
Unless agreed in writing, we do not guarantee the suitability of the goods delivered, services performed and brought work to stand for a particular purpose and / or under any circumstances. Nor do we guarantee the usability of the delivered software and hardware if the Customer software or hardware combines not supplied by us software / hardware. Information and statements regarding results and / or expected performance of the delivered goods or services and / or use recommendations are non-binding and do not bind us.
We bear no responsibility for the implementation of mandatory rules of insurance. Nor are we responsible for (in) competence of the Client to connect the supplied in the client premises equipment.
Return of the delivered goods can only take place after prior written consent. Disassembly and assembly of the business carried out by us, but on behalf of the Client.
In all cases where an appeal is made to guarantee the Client shall upon request from us to discuss the delivery note to us, at least to the satisfaction of our show when delivery has occurred.
The claim expires if the Client itself change (s) is used in or repair (s) to the product supplied (late) (s) without prior written permission from us, it provided for other than normal (business) purposes, provided injudiciously treated, used or maintained, we have expressed in time, we can not unite with her by the Client prescribed choice of material and / or process, the defects are the result of faulty materials by Client are made available, the faults are caused by external violence, weathering, abrasion, chemical, electronic influences, some beyond the control of our causes, unless otherwise agreed in writing.
In warranty claims the Customer will only be entitled to suspend its payment provided collateral to the outstanding amount.
Legal actions concerning advertising or warranty must be filed in court within one year after timely reclamation or penalty of forfeiture.
Except claims for payment of compensation based on mandatory provisions, except in cases of willful misconduct or gross negligence by us, except insofar offers the assurance of our coverage and pays, subject to the fulfillment of the above warranty as sole and full compensation in case liability of us.
If the provisions of the preceding paragraph shall be deemed related to the facts of the case considered unreasonably onerous by the court or is relying on that provision contrary to reasonableness and fairness, then our liability for damage caused in any case limited to direct damages and be up to an amount equal to the net invoice price of the defective part caused the damage with a maximum of € 10.000, -.
The liability for activities on behalf of the client, which we have entrusted to a third party is limited insofar as the third party effectively indemnifies us. We will do all that or the Principal render all assistance that may be required of us in order to obtain the highest possible compensation from the third party involved in a particular case.
Further liability for damages of any nature whatsoever, direct or indirect, including damage, demurrage, damages are excluded to movable or immovable property to persons or animals and so both the client and third parties.
The Client will indemnify us against claims from third parties who are involved in the execution of the order by the Client to us. The Client will indemnify us and our employees also by third parties concerning damage caused by the use of our services and products. This provision except if the damage was caused by intent or gross negligence by us or the claim has its basis in mandatory law and we can not rule on the matter by law our liability at all.
Article 11 – Confidentiality / data confidentiality

The parties are to behave towards each required disclosure in respect of all of the information they receive from each other, unless a legal duty to disclose information which commands and / or data. The parties therefore not permitted without making or to make a third available prior express consent in any way, directly or indirectly, information and / or data relating to the other party (do) public. Information and data will in any case be considered as confidential if it is designated as such by one of the parties.

Article 12 – Forfeiture / right away

Failure by us at any time any provision of this Agreement to enforce in any way affect its right to still full compliance by demanding Client. The lie down by us in breach of an obligation of the Client does not imply a waiver of that obligation to our rights arising.

Article 13 – Force Majeure

Without prejudice to our further rights we are entitled if we are prevented by force majeure to perform the contract, to suspend delivery until the force majeure has ceased to exist, or the agreement, if not yet implemented without any judicial intervention to dissolve whole or in part, without being liable to pay any compensation or guarantee.
Force majeure is in these terms mean any circumstance beyond our control, even though it was at the time of conclusion of the contract already provided that compliance with the agreement permanently or temporarily prevents, including war, ( natural) disasters, blockades, riots, strikes, government obstruction, transport difficulties, fire and other business disruptions, delayed delivery by sub-suppliers or other causes beyond our control.

Article 14 – Miscellaneous

The Client may transfer its rights and / or obligations under any agreement with us to third parties without our prior written consent.
If we close one or more agreements, each of these (legal) persons to us jointly and severally liable for the complete fulfillment of the obligations imposed on them by the agreement (s) with two or more natural and / or legal.
We are entitled to – if necessary, it is considered desirable – for proper execution of the contract for execution of the contract to enable others, the cost to the client will be charged according to the frontloaded quotations. If possible and / or necessary in this regard we will consult with the Client.
Article 15 – Governing law and jurisdiction

In all our agreements Dutch law applies to the exclusion, as appropriate, the United Nations Convention on the International Sale of Goods.
All disputes relating to or in connection with or arising from the agreements concluded with us shall be brought exclusively before the competent court in Amsterdam, unless we should prefer the dispute to another court with territorial jurisdiction. If a case belongs to the absolute competence of the subdistrict court, the dispute shall be exclusively submitted to the competent court.
Article 16 – Supplementary General Conditions

If a clause is void in these terms and conditions or destroyed, we reserve the right to propose a new clause instead of the (far) void (ed) clause and the terms accordingly to supplement and amend.

C-Device
Dalsteindreef 141
1112XJ Diemen
Netherlands

Tel: 020-2619407
Email: info@c-device.com
Web: www.c-device.com
VAT no .: NL122465751B01