General terms and conditions  

VEDS Group
High Tech Campus 25
5656 AE EINDHOVEN         

Article 1.               Definitions.
1.1 In these general conditions the following terms have the following meanings, unless explicitly stated otherwise.
                     VEDS Group is the trading name of the legal entity; VEDS BV, Q-Matrix BV and Wingz BV and in that capacity User of these terms and conditions.
Client:                    The party of User, acting in the course of trade or business;

Agreement:          The agreement between the user and client.
Conditions:           These General Conditions.

Article 2.               General.
 Each User by or on behalf of the offer made, offer or agreement is voluntary and not binding on the User, except if and insofar as the User in writing expressly stated otherwise or the parties might have agreed otherwise in writing.
 All by or on behalf of the User tenders, quotations, contracts and their implementation, and deliveries and services shall be governed by these general conditions. Deviations from these conditions are only valid if agreed in writing by the user and the client agreed.
 By accepting by or on behalf of the User made offer or quotation, by entering into an agreement with the User, by accepting by or on behalf of the User made delivery, or the acceptance by or on behalf of the user performed services, the Client accepts unconditionally that those conditions apply and that the applicability of other conditions as in this article is excluded, and for so far as relevant to the client waives the applicability of other conditions.
If one or more provisions of these terms and conditions are invalid or void, the remaining provisions of the terms and conditions apply. User and client shall enter into negotiations to agree new provisions to replace the invalid stipulations that if and as far as possible the purpose and intent of the original provision are observed.

Article 3.               Offers and quotations.
 The User's quotations are without obligation, they are valid for 30 days, unless otherwise specified. User shall only be bound by the offers if the acceptance thereof by the other party in writing within 30 days to be confirmed, unless otherwise indicated.
 Delivery times in quotations from the User are tentative and its client is not entitled to rescission or damages, unless explicitly agreed otherwise.
The prices stated in the offers and quotations are exclusive of sales tax (VAT) and other government levies, as well as shipping and any transport and packaging costs, unless explicitly stated otherwise.
 If the acceptance deviates (on secondary items) from the offer given, the user is not bound. The agreement is not in accordance with said deviating acceptance, unless user indicates otherwise.
 A compound quotation shall not oblige user to deliver / perform part of the service and / or against a corresponding part of the price.
 Offers or tenders shall not apply automatically to future contracts and orders.
 All in connection with an offer, agreement, brochures, catalogs, brochures, and all associated (technical) data in the form of designs, drawings or other images, models, samples, tables, diagrams, etc., and all other data and information remain explicitly the industrial and intellectual property of the User. The client is expressly forbidden without the prior written consent of the User any material, data or information referred to in the previous sentence wholly or partially and / or to third parties in any way whatsoever to make known or do make , and / or third parties to use and / or sell or make available. The use of this material, data and information must be strictly limited to personal use by the client in the context of the user assignment. At the first request of the user, and if the client is not within the offer period or cancels a contract, should all the material referred here and here, all data and information referred immediately to the user to be returned.

Article 4.               Acceptance / Implementation of the agreement.
 An agreement between the user and the client is established at the time the User's acceptance of an order or order of the client has confirmed in writing, the scope and content of the agreement is as follows from the written confirmation by the User.
 User shall execute the agreement to the best of its ability and in accordance with the requirements of good workmanship. All this under the then state of the art.
 If and insofar as the proper execution of the agreement, User has the right to have certain work done by third parties.
 The Client shall ensure that all data which user has said to be necessary or which the client reasonably understand to be necessary for the execution of the agreement, shall be provided to the User. If the implementation of the necessary information in time to be user supplied User has the right implementation of the agreement to suspend and / or the additional costs resulting from the delay according to the usual rates to the client to charge.
 User shall not be liable for damages of any kind, because user is assumed by the client provided false and / or incomplete information, unless such inaccuracy or incompleteness User should have been known.
 If not already at the inception of the contract specifications, or product design of the development have been made available to the User, the Parties shall in consultation specify in writing which shall be developed and how this will be done. User will develop the development of care on the basis of the client's data to be provided, for the correctness, completeness and consistency client responsible. If the parties use a development methodology agreed that there is characterized by the design and / or development of components subjected to a further, during the execution of the agreement to determine priorities, this prioritization in communication between parties are created.
 The User is entitled, but not obliged, correctness, completeness or consistency of the data made available to him, specifications or designs to it and any imperfections agreed to suspend work until the client has eliminated the imperfections.
 If it is agreed that the agreement will be executed to user implementation of the parts belonging to a following stage until the client the results of the preceding stage in writing.
 If by User or User third parties in connection with the contract work is performed at the location of the client or a site designated by client, client shall provide free of charge by those employees reasonably required facilities.
4.10  The Client indemnifies the user against possible claims of third parties in connection with the execution of the contract sustain damage attributable to client's.
4.11  Of lending of personnel for the purposes of these Terms and Conditions if the User an employee (hereinafter: the lending employee) makes available to the client so as employee supervision, management or direction of the principal activities carried out.
4.12  User assumes no liability for the results of work under supervision, management or direction of the client have been established.
4.13  User endeavors guarantees that the loan employee during the term of the agreement remains available.

Article 5.               Amendment of Agreement.
If during the execution of the agreement shows that for a proper implementation is necessary for the work to be performed to modify or supplement will be parties and by mutual agreement the contract accordingly.
5.2  If the parties agree that the Agreement is amended or supplemented, the time of completion of the implementation can be affected. User shall inform the client as soon as possible to inform them.
5.3  If the change or addition to the financial and / or qualitative consequences, User will the client thereof in advance.
5.4  If a fixed fee has been agreed upon user shall indicate the extent to which amendment or supplement to the agreement in an increase of said fee has.
5.5  Notwithstanding paragraph 5.3 User will not be able to charge additional costs if the change or supplement is the result of circumstances attributable to user.

Article 6.               Contract duration / completion date.
 The agreement between User and a client is for an indefinite period, unless the nature of the agreement provides otherwise or the parties expressly agree otherwise in writing.
6.2  Within the duration of the contract for the completion of certain work an agreed period, this is never a deadline. When exceeding the time limit, the client user therefore constrained to writing.

Article 7.               Honorarium Fee.
 The parties may at the conclusion of the agreement on a fixed fee.
7.2  If no fixed fee is agreed, the fee shall be determined on the basis of hours actually worked. The fee is calculated according to the usual hourly rates of user, valid for the period in which the work is performed, unless a deviating hourly rate has been agreed.
7.3  The fees and any cost estimates are exclusive of VAT.
7.4  For contracts with a term of more than three months, the costs owed per month will be charged.
7.5  If the User agrees a fixed fee or hourly rate, User shall nevertheless be entitled to increase this fee or rate.
7.6  User may include increased price, if between the time of offer and execution of the contract exceeds 2% price increase occurred in respect of such exchange rates, wages, raw materials, semi-finished products, packaging.
7.7  Furthermore, User increase the fee if during the execution of the work that the originally agreed or expected amount of work to such an extent was underestimated at the conclusion of the contract, and so on principal due, which not reasonably user may be expected the work agreed by the originally agreed fee. User shall inform the client in that case the intention to increase the fee or rate delay. User shall communicate the volume of and the date the increase will take effect.
7.8  The User's prices are excluding VAT and other government levies, as well as any part of the contract costs, including shipping and handling, unless otherwise indicated.

Article 8.               Payment.
 Payment must be made within 30 days after invoice date, a user to give way in the currency of the invoice. Objections to the amount of the claims suspend the payment obligation.
8.2  If the client fails to pay within the period of 30 days, then the client is legally in default. Client shall owe an interest of 1% per month, unless the statutory interest is higher, in which case the legal interest. The interest on the amount due will be calculated from the time the client is in default until the moment of payment of the full amount.
8.3  In the event of an imminent liquidation, bankruptcy, seizure or suspension of payment of the client, the user's claims against the client due immediately.
8.4  The User is entitled to the payments made by the client to stretch in the first place to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal and accrued interest. User can, without being in default, to refuse an offer for payment, if the client a different sequence of attribution. User can complete repayment of principal refuse, if not also the cases and current interest and costs.
8.5  If the client after notice or default remains in default of payment, the User the claim for collection, in which case the client in addition to the total amount owed then, be obliged to pay all judicial and extrajudicial costs, including expenses charged by external experts in addition to the costs determined at law. It is also the principal by the User costs of an unsuccessful mediation if the client is convicted by a judgment in full or partial payment of the outstanding amount.

Article 9.               Retention.
 All goods delivered by user, possibly also including designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of the Client User until all his obligations under all agreements concluded with User.
9.2  The client is not entitled under the title falling to pledge or otherwise encumber.
9.3  If third parties seize goods delivered under retention of title or rights to establish or exercise, the client is obliged to User as soon as reasonably may be expected to know.
9.4  The client shall undertake property delivered to insure and keep insured against fire, explosion and water damage and against theft and make this insurance policy upon request for inspection.
9.5  By User delivered, pursuant to Article 9.1 of this article under the title, may only within the framework of normal business activities and must never be used as payment.
9.6  In the event that user in this article are designated to exercise property rights, the client unconditional and irrevocable permission to user or by third parties in order to identify all those places where the properties of user is located and doing business to take back.

Article 10.            Transfer of risk.
 The risk of loss or damage to the goods being the subject of the contract shall pass to the customer at the moment they are legally and / or actually delivered and in the power of client or by a client to designate third parties.

Article 11.            Research, advertising.
 Complaints about the work done by the client within 8 days after discovery, but no later than 14 days after completion of the work concerned to be notified to the User.  The notice must contain a detailed description of the shortcoming, so that user is able to respond adequately.
11.2  If a complaint is justified, User will still do the work as agreed, unless the client has become demonstrably useless. The latter is by the client in writing to be made.
11.3  If the performance of the agreed work is no longer possible or useful, User will only be liable within the limits of Article 14.
11.4  The Client is obliged to provided at the time (off) delivery, but in any case within the shortest possible time (do). It belongs to the client to examine the quality and quantity of the delivered goods comply with what was agreed, at least meets the requirements set out in the normal trade.
11.5  If the goods supplied do not meet the requirement of the client, the User will be allowed a reasonable time after receipt thereof, or, if return is not reasonably possible, following notification of the defect by the client, the choice of User, replace or arrange for repair. In case of replacement, the customer already now replacing delivered to the User to return the property to User.11.6The aforementioned advertising does not apply if the defect is caused by misuse or improper use or if, without written permission of user, client or third party have made or attempted to make to the delivery or have used for purposes which it is delivered is not intended.

Article 12.            Suspension and termination.
 The user is empowered to fulfill the obligations to suspend or terminate the agreement if:
- Client's obligations under the agreement or not fully comply.
- After the conclusion of the contract user learns of circumstances giving good ground to fear that the client will fulfill obligations. If good ground exists to fear that the client will only partially or improperly fulfill his obligations, suspension shall only be allowed in so far the shortcoming justifies.
- Principal at the conclusion of the agreement to provide security for the fulfillment of his obligations under the agreement and this security is not provided or insufficient.
12.2  Furthermore, the User is entitled to the agreement (have dissolved) if circumstances arise of such a nature that fulfillment of the contract impossible or to standards of reasonableness and fairness no longer be required or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can not reasonably be expected.
12.3  If the agreement is dissolved, the user's claims against the client due immediately. If user suspends fulfillment of his obligations, he shall retain his rights under the law and the agreement.
12.4  User shall always retain the right to claim damages.

Article 13.            Returning goods made available.
 If the User to the client in the execution of the agreement, has provided the client is obliged delivered within 14 days in original condition, free from defects and in their entirety. If the client fails to fulfill this obligation, all resulting costs accounted for.
13.2  If, for any reason, after notice to that effect, still remains in default with the obligation mentioned under 13.1, User has the right the resulting damages and costs, including replacement costs, from client.

Article 14.            Liability.
 If the User is liable, this liability is limited to what this provision.
14.2 If the User is liable for direct damage, then said liability shall be limited to the total invoice amount, at least that part of the contract which the liability relates.
14.3  Notwithstanding what is under 14.2 of this article, is a task with a duration longer than six months, the liability is limited to the last six months invoice.
14.4  Direct damage is exclusively:
- The reasonable costs incurred to establish the cause and extent of damage, where the establishment relates to damage in the sense of these conditions;
- The reasonable costs incurred for the poor performance of the User Agreement to answer, unless these can be attributed to user;
- The reasonable costs incurred to prevent or limit damage, so far client demonstrates that said costs have led to the limitation of direct damage as referred to in these terms and conditions.
14.5  User shall never be liable for indirect damage, including consequential, lost profits, lost savings and damage due to business stagnation.14.6The conditions included in these limitations of liability for direct damages shall not apply if the damage is due to intent or gross negligence of User or his subordinates.

Article 15.            Indemnities.
 The Client indemnifies the user against claims by third parties concerning intellectual property rights on the client supplied materials or information involved in the execution of the agreement.
15.2  If the client provides user with information carriers, electronic files or software etc., guarantee that said information carriers, electronic files or software are free of viruses and defects.

Article 16.            Force Majeure.
 The parties are not obliged to fulfill any of their obligations if they are hindered due to a circumstance that is not due to negligence, and not under the law, a legal act or generally accepted practice.
16.2  Force majeure is in these terms and conditions in addition to the provisions of the law and jurisprudence, all external causes, foreseen or anticipating, that user can not influence but which prevents user is unable to comply with the obligations come.
16.3  User also has the right to invoke force majeure if the circumstance rendering (further) fulfillment occurs after the user should have fulfilled his obligations.
16.4  The parties may, during the period of force majeure the obligations under the agreement. If this period lasts longer than two months, either party is entitled to terminate the agreement without any obligation to pay damages to the other party.
16.5  Insofar user at the time of the occurrence of force majeure has performed its obligations under the agreement is fulfilled or will fulfill, and to fulfill or to be an independent value, is entitled to the already performed or to be section separately invoice. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 17.            Confidentiality.
 Both parties shall keep confidential all confidential information received in the context of their agreement from each other or from another source. Information is considered confidential if the other party or when it arises from the nature of the information.
17.2  If, pursuant to a statutory provision or a judicial decision compels user to convey confidential information by law or by the court designated to provide third parties, and User are party can not rely on a legal or by the competent court recognized or allowed of law, the User is not obliged to pay damages or compensation and the opposite party shall not be entitled to dissolve the agreement pursuant to any resulting damage.

Article 18.            Intellectual property and copyrights.
 Without prejudice to the other provisions of these general terms and conditions, user has the rights and powers that User is entitled under the Copyright and other intellectual property protection under usual guidelines.
18.2  The client is not permitted to modify the delivered to it, unless the nature of the provided otherwise or agreed in writing.
18.3  All documents provided by the User, such as reports, advice, agreements, designs, sketches, drawings, films, software, electronic files, etc., are intended to be used by the client and shall not, without the prior consent of the User will be reproduced, made public or disclosed to third parties, unless the nature of the documents provided dictates otherwise.
18.4  User reserves the right by the execution of the work increase knowledge for other purposes, in so far no confidential information of third parties.
18.5  Notwithstanding client obtains only the right to use the software in its own Embedded Development. Only if and to the extent expressly agreed in writing, the source code of the software and the development of the Embedded Development created technical documentation made available to the client, in which case the client shall be entitled to make changes to this software. If the User is obliged at law the source and / or the technical documentation available to the client, user can demand a reasonable fee.

Article 19.            Non-acquisition personnel.
 The client shall during the term of the agreement and for one year after termination thereof, in any way, except after proper consultation on took place with User, employees of the user or of the undertakings affected User pursuant to this agreement has invoked and who are (were) in the execution of the contract, hire or otherwise, directly or indirectly, to work for them.

Article 20.            Disputes.
 The court in 's Hertogenbosch is exclusive jurisdiction to hear actions, unless the District has jurisdiction. User shall nevertheless be entitled to submit the dispute to the competent court according to law.
20.2  The parties will first appeal to the court if they turn to the utmost to solve a dispute by mutual agreement to settle.

Article 21.            Applicable law.
 Any agreement between the user and the client is governed by Dutch law.

Article 22.            Amendment, interpretation and location of the conditions.
 These terms and conditions have been filed at the Chamber of Commerce Netherlands under File no.17084943 17084943
22.2  In case of explanation of the content and scope of these terms and conditions, the Dutch text will prevail.