FHI GENERAL TERMS and CONDITIONS of DELIVERY 2014 © FHI, Federation of Technology Branches 2014
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FHI GENERAL TERMS AND CONDITIONS OF DELIVERY 2014 © FHI, federation of technology branches 2014 These general terms and conditions of delivery have been drawn up by FHI, federation of technology branches, for the purpose of the members of a branch or- ganisation affiliated with the Association (defined below). Parties other than the parties referred to above are not free to use these general terms and conditions. Neither FHI, federation of technology branches, nor its management is responsible or liable for the acts or omissions of the members and the companies or partnerships that they manage and to which they are affiliated. No part of these general terms and conditions of delivery may be altered, reproduced, stored in an automated data file, and/or made public in any shape or form, either electronically, mechanically, in the form of photocopies, recordings or in any other manner, without the prior written permission of FHI, federation of technology branches. PART A: General part summary of the content of the Agreement. As a rule, and setting work activities, putting into operation, the Confirmation of the Order describes the scope of testing, gauging, inspection, inventory, schooling, the delivery agreed upon and the prices and terms and workshops, supervision, etc. The services supplied 1 Definitions conditions agreed upon. are often generally passed on per hour on the basis of subsequent calculation whenever it purely concerns 1.1 Offer: Every Offer made by the Contractor to the Client. 1.10 Client: The Party for whom the Offer made by the the obligation to perform to the best of one’s ability. Contractor is intended, to whom the Contractor has 1.2 Advice: Providing advice in a general sense, including in supplied and/or with whom the Contractor has entered any event providing advice in the sphere of automation into an Agreement. 2 Applicability of the GTCD2014, and/or organisation, carrying out feasibility studies, titles and language conducting system analysis, providing advice with 1.11 Contractor: A member of a branch organisation that respect to the equipments and/or software to be used is affiliated with the Association (defined below) who by the Client, providing support in the development uses the GTCD2014, refers to it, or by or on behalf of 2.1 Applicability of software, providing and/or organising instruction, whom the GTCD2014 have been declared applicable, These terms and conditions apply to every Offer, to courses or workshops and instructing and supervising its representative(s), authorised representative(s) and every delivery on the part of the Contractor, to every co-workers. legal successors and every other (legal) person who Agreement between the Contractor and the Client and uses the GTCD2014 with the demonstrable approval of to every other legal relationship between the Client 1.3 GTCD2014: These general terms and conditions of the Association. and the Contractor. Any deviations to these GTCD2014 delivery, consisting of will only be considered to be in force insofar as these - Part A with general provisions; 1.12 Agreement: The Agreement between the Client and the have been explicitly confirmed In Writing to the Client - Part B with supplementary provisions regarding Contractor, including any change(s) that came aboutBV by the Contractor. the supplying of services, including R&D, Advice, after the conclusion of the agreement, and the contract service and training and furthermore including extras and variations resulting in less work agreed upon. 2.2 Authorised Persons the contracting of work, with the exception of the Only the employees in the employment of the development of Software; 1.13 Parties: Client and Contractor. Contractor who are appropriately authorised according - Part C with supplementary provisions regarding the to the commercial register of the Chamber of Commerce development of and/or supplying of Software. 1.14 Party: One of the Parties. are authorised to carry out acts intended to have legal effect on behalf of the Contractor. Any juristic acts 1.4 Documentation: Any pamphlets, product information, 1.15 In Writing: Correspondence per telefax, registered concluded by persons other than the authorised persons factory drawings, instructions, test certificates, letters, bailiff’s notification or regular post. This also to do so according to the commercial register cannot catalogues, price lists and folders supplied by the includes correspondence per electronic medium (such be invoked against the party on behalf of which the Contractor, as well as all data supplied in or as part as e-mail or a web-form, for example) insofar as juristic acts were carried out unless the Contractor has of an Offer and/or the compliance of the Agreement, neither Party has demonstrably objected to the use of affirmed these juristic acts In Writing. Juristic acts are such as for example but not limited to: designs, the electronic medium concerned. understood to mean, among other things, making an drawings/images, plans, descriptions, explanations, Offer, guaranteeing certain characteristics of a product, ideas, models, samples, tables, diagrams, databases, 1.16 Supplier: The party from whom the Contractor making promises with respect to the delivery dates, software, calculations and all other information of a purchases the goods that are offered. making changes to previously concluded arrangements, confidential nature. concluding an agreement, etc. 1.17 Association: FHI, federation of technology branches, 1.5 Shortcoming: There is a Shortcoming if, based on filed with the commercial register of the Chamber of 2.3 Requirements digital communications the Agreement, the item/service supplied by the Commerce of Gooi-, Eem- and Flevoland, Amersfoort In the course of the duration of the legal relationship, Contractor to the Client is not complete and/or does office, under number 40507574. the Contractor may opt to set requirements for the not comply with the specifications and/or does not communication between the Parties or regarding the possess the feature(s) that the Contractor explicitly 1.18 Work: The item of a material nature or parts thereof performance of juristic acts via digital media. confirmed with the Client prior to or upon concluding that are to be realised by the Contractor for the Client the Agreement. in compliance with the Agreement, such as for example 2.4 Titles of clauses a piece of equipment, machine, semi-finished product, The titles and the articles of the GTCD2014 serve solely 1.6 Item/Service Supplied: The Item/Service Supplied structure, installation or some other item. to simplify their interpretation and comprehension by the Contractor based on the Agreement, including and have no other significance. In particular, the titles the (part of the) Work and/or the Activities that the 1.19 Activities: The Activities that the Contractor are not to be used further to the interpretation of the Contractor supplied to or provided respectively to the conducts for the Client in realising the Agreement GTCD2014. Client on the basis of the Agreement. concerning the provision of services insofar as these C.N.Rooddo not concern the realisation of a Work for the Client. 2.5 References 1.7 Without delay: As soon as reasonably possible yet no Consider in this respect for example research and In those cases in which the GTCD2014 refer to article later than the next full two working days. development activities (R&D), conducting feasibility numbers, the article numbers concerned refer to the studies, providing Advice, developing, designing, articles in the GTCD2014, unless it is evident from the 1.8 Order: The Activities agreed upon as well as the building and supplying and/or adapting software, text that the reference refers to an article or articles Work agreed upon and any other items/services to systems or control systems, designing of mechanical from some other document or source. be supplied by the Contractor on the grounds of the and electro-technical installations, conducting service Agreement. and maintenance, assembly-, disassembly-, installing, 2.6 Proof of receipt un-installing, linking- and unlinking-, building-in, In the event that the recipient disputes having 1.9 Confirmation of the Order: The Written notification erecting, dismantling-, demolition-, synchronisation-, received certain correspondence In Writing, then the from the Contractor to the Client containing a calibration-, validation-, configuration-, adjusting- burden of proof that the recipient has received the 1 correspondence concerned will lie with the sender. 3.7 Agreement further to commencement of delivery 5 Amendment to the Agreement In the event that this concerns correspondence per If the procedure as described in article 3.2, 3.4, or 3.5 is electronic medium, then only the data concerning the not observed for whatever reason, for example because 5.1 Only In Writing sending and receiving as registered on the server(s) the communications took place solely verbally, then Any amendments to the Agreement can only be of the Contractor will serve as proof, except for the Agreement will be concluded anyway, however agreed upon In Writing. In the event that the Parties convincing evidence to the contrary. subject to the following. The Agreement will in such have reached agreement on a certain amendment to a case be concluded once the Contractor actually the Agreement, then the Contractor will confirm the 2.7 Mutual priority of clauses commences with the realisation of the Agreement or amendment with the Client In Writing. It will in any Insofar as a clause in the parts B or C of the GTCD2014 orders a third party or parties to do so. In a situation case be evident from this confirmation what will be the applies to the Agreement concerned or to part of this of that kind, the invoice will be deemed to specify the intrinsic, financial and time-related consequences of Agreement, and a clause in part B or C is inconsistent content of the Agreement completely and correctly, the amendment.