Terms & Conditions

I. General Provisions

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Article 1 Definitions

In these terms and conditions, the following definitions shall apply: "Client": a third party to whom VConsyst has made an offer or with whom VConsyst has entered into an agreement. "Intellectual Property Rights": patent rights, copyright, drawing and design rights, trademark rights, trade name rights and any other intellectual property rights. "Products": equipment, software and all items brought into circulation by VConsyst, as well as works that are the outcome of services. "Software": computer software, comprising a set of instructions or databases in a computer-readable form, as well as any accompanying documentation, including any subsequent or new versions supplied by VConsyst.


Article 2 Offer and Agreement

1. These general terms and conditions apply to all offers and agreements whereby VConsyst supplies products and/or services of whatever nature to the client. Any general terms and conditions of the client, of whatever nature, will not apply unless VConsyst has expressly accepted these in writing. If the offer or agreement refers to a design or offer made by the client, such reference will be deemed to relate only to the technical data and not to any provisions and/or general terms and conditions contained therein. 
2. The agreement will be formed as soon as the client's acceptance of VConsyst's offer has reached VConsyst, which also implies acceptance of these General Terms and Conditions. 
3. Amendments to the agreement and deviations from these General Terms and Conditions will only be valid if agreed in writing and only apply to the agreement in question. 
4. If VConsyst is required to produce new drawings, calculations, models or tools etc. for repeat orders, costs will be charged. 
5. VConsyst reserves the right to amend the general terms and conditions by means of written notification to the client. The amended general terms and conditions will apply to agreements concluded thereafter between VConsyst and the client. 
6. If any provision of these general terms and conditions is null and void or is annulled, the remaining provisions of these general terms and conditions will remain in full force. 
7. Information contained in catalogues, illustrations, drawings, measurement and weight specifications etc. will only be binding if and insofar as these are expressly included in an agreement signed by the parties or an order confirmation signed by VConsyst or a drawing approved in writing by the Client.

Article 3 Prices

1. All prices charged by VConsyst are exclusive of turnover tax and other government levies and apply to delivery ex works. 
2. The prices and/or rates stated in the offer are based on purchase prices, taxes, levies, wages, social security contributions, prices of materials and raw materials and other price-determining factors applicable on the date of the offer and are without obligation. 
3. If one of the price-determining factors changes before the agreement is performed, VConsyst will be entitled to adjust the agreed prices and/or rates by means of written notification. 
4. In the event of an agreement involving amounts to be paid periodically by the Client, VConsyst will be entitled to adjust the applicable prices and/or fees by means of written notification within a period of at least three months. 
5. If Client does not wish to agree to an adjustment of prices and/or rates as referred to in Article 3.3 or 3.4 made by VConsyst, Client will be entitled within seven working days of the notification referred to in said Articles to either cancel the agreement in writing by the date stated in VConsyst's notification on which the price or rate adjustment would take effect, or to cancel the agreement. 
6. For deliveries with a value below €75, VConsyst will be entitled to charge administration costs of €10. 
7. Additional work is deemed to be anything delivered and/or installed by VConsyst in consultation with the client, whether or not laid down in writing, during the performance of the agreement in excess of the quantities explicitly laid down in the agreement or order confirmation, or any work performed in excess of the quantities explicitly laid down in the agreement or order confirmation.

Article 4 Payment

1. Insofar as no deviating terms of payment have been agreed upon in writing, all payments must be made within thirty days of the invoice date. The date on which payment is made will be deemed to be the date on which VConsyst receives notification from its bank account that the amount in question has been credited. If the Client fails to pay the amount due on time, the Client will be in default by operation of law and will owe interest of 1% per month on the outstanding amount, whereby part of a month will be deemed to be a whole month. 
2. Payment must be made without any appeal to discount, settlement or suspension. 
3. In the event of late payment, the client will be required to pay VConsyst extrajudicial collection costs of 15% of the outstanding amount, subject to a minimum of €150, or the actual collection costs if these are higher, as well as all judicial costs. 
4. Payment by means of a Letter of Credit will not be recognised until notification of crediting is received in VConsyst's account. 
5. VConsyst reserves the right to request a deposit upon acceptance of orders or, at its discretion, to deliver cash on delivery. 
6. If there is reasonable doubt as to the client's ability to pay, VConsyst will be entitled to postpone delivery of the agreed products until such time as the client has furnished security for payment. The client will be liable for any damage suffered by VConsyst as a result of this delayed delivery. 
7. The costs of packaging will be calculated at cost price. The packaging will not be taken back. The necessity of its use will be at the discretion of VConsyst.

Article 5 Delivery

1. Delivery dates stated and applied by VConsyst are target dates and are determined to the best of its knowledge on the basis of information known to VConsyst at the time when the agreement is concluded. Under no circumstances can they be considered deadlines as referred to in Article 6:83(a) of the Dutch Civil Code, unless this has been expressly agreed in writing by the parties. VConsyst can under no circumstances be held liable for the consequences of exceeding the said delivery deadline. 
2. Failure to meet the delivery deadline will not entitle the Client to dissolve the agreement. Despite the fact that the delivery deadline has been exceeded, the client will remain fully bound to fulfil his obligations, including payment obligations, under the agreement. 
3. VConsyst will not be bound by any delivery deadlines which can no longer be met on account of circumstances occurring after the agreement was concluded.
4. If fulfilment of the order is delayed at the client's request or due to a lack of information or instructions or other reasons for which the client is responsible, the client will nevertheless be obliged to accept the goods and to pay for them. VConsyst may decide to store the goods for the client during the period that performance of the agreement is delayed. In this case the prices and/or rates will be increased by all additional costs, including loss of interest, incurred by VConsyst as a result. 
5. With regard to the delivery time, the product will be deemed to have been delivered when it is ready for inspection in VConsyst's works if inspection has been agreed, and in all other cases when it is ready for shipment, all this after the client has been notified in writing and without prejudice to the contractor's obligation to fulfil any assembly/installation obligations.

Article 6 Assembly/installation

1. If the parties have agreed that VConsyst will assemble/install the product to be supplied, the client will be responsible vis-à-vis VConsyst for the correct and timely performance of all fittings, provisions and/or conditions required for the erection of the product to be assembled/installed and/or for the proper functioning of the product in its assembled/installed state. This does not apply if and insofar as such work is performed by or on behalf of VConsyst according to drawings and/or data produced or provided by or on behalf of the latter. 
2. Damage and costs arising as a result of the conditions set out in this article not being met or not being met on time shall be for the Client's account. 
3. Article 5 shall apply accordingly with regard to the assembly/installation time.
4. Without prejudice to the provisions of subsection 1, if the parties have agreed that VConsyst will assemble/install the product to be supplied, the client will ensure at his own expense and risk that 

4.1 VConsyst staff will be able to commence work during normal working hours as soon as they arrive at the assembly/installation site and also outside normal working hours if VConsyst deems this necessary, provided that it has informed the client in good time; 
4.2 Adequate accommodation and all facilities required by government regulations, the agreement and customary practice are available for VConsyst staff; 
4.3 The access routes to the assembly site are suitable for the required transport; 
4.4 The designated installation site is suitable for storage and assembly/installation; 
4.5 The necessary lockable storage places for materials, tools and other items are available; 
4.6 The necessary and usual assistants, auxiliary equipment, auxiliary and business materials (including fuels, oils and greases, cleaning and other small materials, gas, water, electricity, steam, compressed air, heating, lighting and the like) and the measuring and testing equipment normally used in the Client's business will be available to VConsyst in good time and free of charge at the right location; 
4.7 All necessary safety and precautionary measures have been taken and will be maintained, and that all measures have been taken and will be maintained in order to comply with the applicable government regulations in connection with the assembly/installation; 
4.8 at the start of and during the assembly/installation, the products sent are present at the right place. 


Article 7 Warranty

1. The warranty that VConsyst provides on the products and services supplied is set out in this article, subject to the provisions of chapters II et seq. 
2. Deviations in the quality and/or characteristics of the products supplied, which are unavoidable from a technical point of view or which are accepted or permitted according to common commercial usage, will never provide grounds for either complaints or dissolution of the agreement concerned. 
3. VConsyst does not guarantee the suitability of the products for the purpose for which the client intends to use them, even if this purpose has been communicated to VConsyst, unless VConsyst has been able to assess and guarantee suitability for the intended application in writing. 
4. With due observance of the restrictions stated in this article, VConsyst warrants the soundness of the products it supplies and the materials used for these products, in the sense that VConsyst will supply new parts free of charge or repair free of charge parts of the supplied products that become defective due to inadequate construction and/or faulty materials within a period of twelve months after delivery, at the discretion of VConsyst, provided that this defect is notified to VConsyst in writing immediately and within the applicable deadline. 
5. The parts concerned must be sent carriage paid to the address given by VConsyst. All costs of assembly and disassembly shall be borne by the client. 
6. Defects caused by normal wear and tear, inexpert handling, improper or incorrect maintenance, or defects occurring as a result of repairs or modifications made by the client or by third parties are not covered by the warranty. 
7. With regard to parts sourced from third parties, VConsyst will not provide any guarantee extending beyond the guarantee provided to VConsyst by the supplier of these parts. 
8. VConsyst will provide no guarantee on used parts or materials unless agreed otherwise in writing. 
9. The warranty does not extend beyond repair of the defect or supply of new parts free of charge. VConsyst shall therefore never be liable for any other damage suffered by the client. 
10. If parts are replaced during repairs, the replaced parts will become the property of VConsyst. 
11. Alleged non-fulfilment by VConsyst of its warranty obligations will not release the client from the obligations ensuing from any agreement entered into with VConsyst.

Article 8 Retention of title

1. All products supplied to the client will remain the property of VConsyst until such time as all amounts due by the client in respect of the products supplied or to be supplied under the agreement, or work performed or to be performed, and all costs owed by the client to VConsyst including interest and collection costs, have been paid to VConsyst. 
2. Rights will always be granted or, as the case may be, transferred to the client subject to the condition that the client pays the agreed fees in full and on time. 
3. The client is required to inform VConsyst immediately of any judicial or extrajudicial measures taken by third parties in connection with the products owned by VConsyst pursuant to this article.

Article 9 Installation and acceptance/inspection

1. In all cases, before delivery of the products, the client shall provide a suitable, accessible and clean installation site with all the necessary facilities, such as cabling and telecommunications facilities. 
2. The products shall be deemed to have been accepted by Client on the date of installation or on the first day following the date of delivery, if Client will install the equipment himself or have it installed by a third party, or fails to meet the obligations specified in the previous subclause of this Article. 
3. The client shall inspect the product within not more than 14 days after delivery as referred to in Article 5.5 or -if installation has been agreed- within not more than 14 days after installation. If this period has lapsed without a written and specified report of well-founded complaints, the product is deemed to have been accepted.
4. If acceptance tests have been agreed, after delivery as referred to in Article 5.5 or, if assembly/installation has been agreed, after the assembly/installation the client will give VConsyst the opportunity to carry out the necessary preliminary tests and to make such improvements and changes as VConsyst deems necessary. The acceptance tests will be conducted in the presence of the client immediately following VConsyst's request to this end. If the acceptance test has been performed without specified and justified complaints, or if the client fails to fulfil the above obligations, the product will be deemed to have been accepted. 
5. The client will place the necessary facilities, including those referred to in Article 6.2(f), and representative samples of any materials to be treated or processed in sufficient quantities, on time and free of charge at VConsyst's disposal at the right location for the acceptance tests and any related tests, so that the conditions of use of the product anticipated by the parties can be simulated as far as possible. If the client does not comply with this, the last sentence of Paragraph 4 of this article will apply. 
6. In the event of minor defects, in particular those that do not or barely affect the intended use of the product, the product will be deemed to have been accepted, regardless of such defects. VConsyst will remedy the defects as soon as possible. 
7. Without prejudice to VConsyst's warranty obligations, acceptance pursuant to the foregoing paragraphs will preclude any claim by the client for shortcomings in VConsyst's performance.

Article 10 Equipment maintenance/support

1. If a maintenance or support agreement has been concluded for the equipment or other products, the client shall report any defects found in the products to VConsyst in accordance with VConsyst's procedures. Notification must be made by an employee of the client who is an expert in the matter. Upon receipt of the report, VConsyst will repair any defects in the products to the best of its ability. 
2. VConsyst may charge the costs of repair at its then applicable rates in the event of user errors by the client or other causes attributable to the client, or if the products have been modified or are maintained by parties other than VConsyst. 
3. The supply of consumables does not fall under maintenance/support. 
4. Termination of the maintenance or support agreement must be effected by registered post with due observance of a notice period of three months.

Article 11 Confidential information

1. Parties shall mutually undertake to keep confidential information of the other party. Each party shall take all reasonable precautions to comply with this obligation to the best of its ability. Information will in any case be considered confidential if it is designated as such by one of the parties. 
2. The client is aware that software contains confidential information and trade secrets of VConsyst or its licensor. He undertakes to keep the content thereof confidential from third parties.

Article 12 Intellectual Property Rights

1. All intellectual property rights to the products or other goods supplied or made available by VConsyst shall be vested exclusively in VConsyst or its suppliers or licensors, unless and insofar as otherwise agreed in a document signed by VConsyst and the client. 
2. The client will not be permitted to remove any indications of intellectual property rights from the products, to alter them or to make them unrecognisable. 
3. VConsyst will be permitted to take and maintain technical measures to protect the products supplied by it. 
4. VConsyst will indemnify the client against any third-party claims regarding infringement of intellectual property rights on products supplied by or made available by VConsyst if these have been developed or manufactured by or on behalf of VConsyst. 
5. VConsyst's obligation under subsection 4 of this article applies on condition that the client notifies VConsyst forthwith in writing of the claim and refrains from conducting any defence or taking any position on the matter, unless VConsyst appeals to the client to do so. 
6. If the products supplied by VConsyst become the subject of claims from third parties as referred to in this article, VConsyst may, at its own expense and at its own discretion, either acquire the right for the client to continue to use the products concerned, or replace the products concerned or modify them in such a way that the infringement ceases, or take back the products concerned and credit the client for the price paid to VConsyst, less a linear depreciation of 20% per annum. Replacement or modification of the products as referred to herein shall ensure equivalent functionality of the products. 
7. VConsyst's obligations as referred to in this article shall not apply if the claims or infringements result from coupling with or use of products not developed or made available by VConsyst, or if they are the result of inexpert use by the client. Furthermore, the obligations will not apply if the claims or infringements are due to work or information made available by the client. In such cases the client shall be bound to VConsyst mutatis mutandis as stipulated in this article. The provisions of Article 15 of these General Terms and Conditions apply in full. 
8. The client is only permitted to affix its own trademark to the packaging of the products if VConsyst has given its written approval. The trademark may never restrict the visibility of the trademark applied by VConsyst. 
9. In the event of infringement of subsection 1 of this article, the client will be liable to pay VConsyst an immediately payable penalty, which will not be open to judicial moderation, of €50,000 per infringement, to be increased by €500.00 for each day, or part thereof, that the infringement continues. This penalty is without prejudice to VConsyst's right to claim performance and/or compensation.

Article 13 Co-operation by the Client

1. In view of the need for cooperation by VConsyst in the performance of the agreement, Client shall at all times provide in good time all useful and necessary information, which must be correct and complete. 
2. Client will be responsible for the correct use and application of VConsyst's products and services, as described in the manuals supplied, and for introducing the necessary procedures into his organisation, as well as for the protection of data, such as making daily back-up copies of data files. 
3. If it has been agreed that the client shall make equipment, materials or data available on information carriers, these must comply with the specifications necessary for the performance of the work. 
4. If information necessary for the performance of the agreement is not available to VConsyst from the client, or not in time, or not in accordance with the arrangements made, or if the location where VConsyst is to deliver products or provide services is not available to VConsyst in accordance with the arrangements made, or if the client fails to fulfil his obligations vis-à-vis VConsyst in some other way, this may result in a suspension of fulfilment of VConsyst's obligations and additional costs may be charged to the client in accordance with VConsyst's customary rates. 
5. In the event that VConsyst staff perform work at the client's office, the client will provide the facilities reasonably required by such staff free of charge, such as (where applicable) a workspace with telephone, data communication facilities etc.

Article 14 Complaints

1. Claims in respect of invoices sent by VConsyst must be submitted to VConsyst in writing within fourteen days of the date of the invoice in question. Claims in respect of products already processed are not possible. 
2. If the products have been collected at VConsyst's warehouse, they will be deemed to have been inspected and no claims will be accepted in respect thereof. 
3. Complaints will not suspend the client's payment obligation(s).

Article 15 Liability

1. In the event of an attributable failure to perform the agreement, VConsyst will, following a demand for performance by the client, only be liable to pay compensation for the value of the performance not met. Any liability on the part of VConsyst for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect or consequential damage or damage due to loss of profit. 
2. VConsyst shall under no circumstances be liable for losses due to delays, losses due to exceeding delivery deadlines, whether or not due to changed circumstances, or losses due to the Client's failure to cooperate or provide information. 
3. In the event of an attributable failure on the part of VConsyst to fulfil its obligations, the compensation will not under any circumstances amount to more than 50% of the amount invoiced and billable by VConsyst to the client under the agreement in question (excluding VAT). In the event of an agreement for a definite period of time, damages for attributable failure will under no circumstances amount to more than the price and/or rate (not including VAT) stipulated in the agreement concerned for the services provided by VConsyst in the period of six months prior to VConsyst's default. 
4. In the event of a wrongful act on the part of VConsyst or its employees or subordinates for which VConsyst can be held legally liable, VConsyst will only be liable to pay compensation for damage resulting from death or bodily injury and for other damage in so far as such damage was caused by intent or gross negligence. In such cases, compensation will not under any circumstances exceed € 2,500,000 per damaging event. 
5. VConsyst's liability for damage on account of tort other than as referred to in the previous subsection of this article is expressly excluded. If and to the extent that this exclusion cannot be invoked, the compensation per occurrence, whereby a series of connected occurrences shall be deemed to constitute a single occurrence, shall under no circumstances exceed €2,500,000 per damaging event. 
6. A condition for the creation of any right to compensation is that the client notifies VConsyst of the damage immediately, or at the latest within fourteen days of its occurrence, by registered letter. 
7. The client shall indemnify VConsyst against any damage VConsyst may suffer as a result of claims by third parties, including the client's employees, in connection with the products or services supplied by VConsyst to the client. 
8. If telecommunication facilities are used in the computer service or other service provision by VConsyst, the parties are each responsible for the correct choice and timely availability of these facilities on their part. VConsyst is not liable for mutilation or loss of data or processing results during the transmission of data by means of telecommunication facilities.

Article 16 Assembly

1. Unless otherwise agreed in writing, assembly and installation work is not included in the agreement and is at the client's expense. Where VConsyst has undertaken to carry out assembly, this will be limited to the products supplied by VConsyst. 
2. The client will be responsible for providing the helpers, fuel, lubricants, electrical power, water, etc. required for assembly. 
3. Unless otherwise agreed, repairs to existing old material do not result from accepted obligations to assemble or set up. 
4. Any delays in assembly or other cost-causing circumstances beyond VConsyst's control shall be for the client's account. 
5. The client will be liable for all additional costs, in particular the costs of suitable, lockable storage places, the costs of all safety and precautionary measures and the enforcement of such measures, the costs of loading and unloading and transport of the goods covered by the agreement, travel expenses and costs of maintenance and accommodation of personnel employed by or via VConsyst, and costs arising as a result of assembly not being able to take place during normal working hours or a delay attributable to the client.

Article 17 Risk of the Products Purchased

1. All products travel at the expense and risk of client from the moment of dispatch. Even if the shipment is freight-free, Client shall bear the risk for all direct and indirect damage that may be caused to or by these products. Client shall take out adequate insurance to cover this risk. 
2. If the client is unable to take delivery of the products for any reason whatsoever, VConsyst will store the products or have them stored. The costs of this storage will be charged to the client. 
3. Storage that takes place at the client's prior request will be at VConsyst's customary storage rate.

Article 18 Subordinates

1. VConsyst will not be bound by agreements or contracts concluded with subordinates or staff of VConsyst unless these have been confirmed to VConsyst in writing.

Article 19 Dissolution

1. Unless the parties have agreed otherwise in writing, the agreement may only be terminated by dissolution if the other party has failed imputably in the fulfilment of its essential obligations under the agreement and has allowed a reasonable period of time for fulfilment to lapse. Dissolution shall be effected by registered letter to the other party. Judicial intervention is not required. 
2. If at the time of dissolution work has already been performed, dissolution will apply only to that part of the work not yet performed. Amounts that VConsyst has invoiced prior to dissolution or could have invoiced in connection with what it has already performed or supplied in execution of the agreement will remain due in full and will become immediately payable at the time of dissolution. 
3. Notwithstanding the foregoing provisions, VConsyst reserves the right to regard ongoing agreements between VConsyst and the client as dissolved, irrespective of whether the agreement(s) has/have been performed in full or in part, without judicial intervention or notice of default being required, at the time that the client is declared bankrupt, is granted a moratorium, is declared subject to statutory debt rescheduling, or loses the authority to dispose of his capital or parts thereof due to attachment, placement under guardianship or otherwise, unless adequate security is provided for payment of all sums due from the client to VConsyst.

Article 20 Force Majeure

1. VConsyst shall not be bound to perform any obligation if it is prevented from doing so as a result of a circumstance for which it cannot be held accountable, neither by virtue of law, legal act or generally accepted practice. Such circumstances are deemed to include: delays in delivery by suppliers; strikes at VConsyst; shortages of goods; strikes or delays by transporters; illness of personnel employed by VConsyst. 
2. If due to force majeure the performance of (part of) an agreement is delayed by more than three months, both VConsyst and the client will be entitled to dissolve the agreement without being entitled to claim compensation, although the client will be obliged to pay the purchase price for the products already supplied.

Article 21 Non-competition

Where pursuant to the agreement with the Client, VConsyst supplies VConsyst staff to the Client or develops software for the Client, the Client shall not employ any VConsyst staff who have been involved in the performance of the agreement, or otherwise have such staff carry out work for the Client without VConsyst's intervention, for a period of six months after termination of the agreement in question.


Article 22 Applicable law and choice of forum

1. Dutch law will apply to any disputes concerning these general terms and conditions or the agreements concluded between VConsyst and the client. 
2. Disputes shall be decided at VConsyst's discretion by the competent court in the district of Overijssel or in accordance with the arbitration rules of the Stichting geschillenoplossing Automatisering (IT Dispute Resolution Foundation) in The Hague. In the latter case, the Minitrial Rules of this Foundation will also apply.

II Special provisions regarding the provision of services

The provisions set forth in this chapter shall apply if VConsyst provides services to the client and shall not affect the provisions contained in these General Terms and Conditions that pertain to specific activities mentioned by name.

Article 23 Performance of Services

1. VConsyst shall perform the services with due care and, where appropriate, in accordance with the agreements and procedures recorded in writing with the client. 
2. If it has been agreed that the services will be performed in phases, VConsyst may postpone commencement of the services belonging to a subsequent phase until the client has approved in writing the results of the preceding phase.

Article 24 Amendments and Additional Work

1. The client accepts that if the parties agree that the services to be supplied will be expanded or altered, this may affect the time at which the services are completed. VConsyst shall inform the client accordingly as soon as possible. 
2. If a fixed price has been agreed for the services, VConsyst will inform the client in advance if an expansion or change as referred to above will have an effect on the agreed price.

III Special provisions concerning rights of use (licence) of software.

In addition to the general provisions, the provisions set forth in this Chapter III apply to all software supplied by VConsyst to the client which has not been developed entirely on the client's instructions and for his benefit.


Article 25 Right of Use/Licence

1. VConsyst grants the client a non-exclusive right to use the software. The software will not become the client's property. 
2. The Client may only use the software in its own company or organisation on the one processing unit and/or for a certain number or type of users or connections for which the right of use has been granted. If the right of use applies to a specific processing unit, the following will apply: in the absence of an agreement to this effect, the client's processing unit on which the software is used for the first time will be deemed to be the processing unit for which the right of use has been granted; in the event of a possible malfunction, the software may be used on another processing unit for the duration of the malfunction. 
3. Unless VConsyst specifies otherwise, the client will be permitted to make a maximum of two copies of the software for security purposes. The client may only use these copies to replace the original material which has been rendered unusable and these copies must at all times bear the same labels and indications as the original material. 
4. The right of use is not transferable to third parties without VConsyst's written consent. The client is not permitted to sell, rent out, dispose of or transfer as security the software or to make it available to any third party in any way whatsoever. The Commissioning Party shall not modify the software, assign its use to third parties or use it for the benefit of third parties. The source code of the software shall not be made available to the Commissioning Party. 
5. The Commissioning Party shall not be permitted to reverse assemble the software in whole or in part. Re-compile ("reverse compile") or otherwise trace the software back to its source code ("reverse engineering").

Article 26 Warranty

During a period of six months after the software has been made available, VConsyst will to the best of its ability repair any defects should the software not satisfy the specifications laid down in writing. Only if a maintenance or support agreement for the software has been concluded with VConsyst, or if a user fee has been paid to VConsyst which includes maintenance/support, will such rectification be carried out free of charge in accordance with the provisions of the agreement concerned. VConsyst may charge the costs of repair in the event of user error on the part of the client or other causes not attributable to VConsyst. Restoration of any mutilated or lost data is not covered by the guarantee. The guarantee does not apply if the software has been modified by parties other than VConsyst without its prior written consent.


Article 27 Software maintenance/support

If a maintenance or support agreement has been concluded for the software, the client will report any defects found in the software to VConsyst in accordance with VConsyst's usual procedures. Upon receipt of the report VConsyst will repair to the best of its ability any defects within the working hours stated in the agreement if the software does not satisfy the written specifications. 
VConsyst may charge the costs of repair at its then applicable rates in the event of user errors by the client or other causes attributable to the client, or if the software is modified or maintained by parties other than VConsyst. 
Restoration of any mutilated or lost data does not fall under maintenance/support. 
If a maintenance or support agreement has been concluded, VConsyst will provide the client with subsequent versions or new versions of the software as and when these become available. Three months after a subsequent version or new version becomes available VConsyst will no longer be obliged to repair any defects in the old version. VConsyst may charge an additional fee for making available a version with new features and functions. 
Termination of the maintenance or support agreement must take place exclusively in writing, with due observance of a notice period of three months.


Article 28 Software from supplier

If a supplier to VConsyst grants the right to use software only in accordance with the provisions of its user or licensing agreement, or if maintenance/support is provided in accordance with the provisions of the supplier's maintenance or support agreement, the provisions of those agreements shall apply, disregarding the provisions of Articles 26 through 28 of this Chapter III. The client will accept the amounts stated in the supplier's agreements and VConsyst will inform the client of the content thereof upon request.

IV Special provisions training.

In addition to the general provisions, the provisions set out in this chapter IV shall apply if VConsyst provides training, courses or training sessions (hereinafter jointly referred to as "the courses") to the client.


Article 29 Location

In principle, courses will be provided at VConsyst's offices. VConsyst will subsequently confirm registrations for courses to the client in writing. Such written confirmation may take the form of an invoice to the client. 
At the client's request, courses will be conducted at the client's office. VConsyst may charge the client for the additional costs involved.

V Special provisions concerning software development.

The provisions set forth in this chapter apply in addition to the general provisions if VConsyst develops software on the client's instructions.


Article 30 Development of software

The parties will specify in writing what software will be developed and how this will be done. VConsyst will carry out the development of the software with due care on the basis of the information to be provided in writing by the client, the accuracy and completeness of which the client shall guarantee. 
If the development of the software takes place in phases, VConsyst may postpone commencement of the work belonging to a subsequent phase until the client has approved in writing the results of the preceding phase. 
Unless the parties have agreed otherwise in writing, the client will acquire the non-exclusive right to use the software in accordance with the licence. The source code of the software will only be made available to the client if this has been agreed in writing and the client will be entitled to make changes to the software. VConsyst and the client may agree that the source code of the software will be held in custody ("escrow") by an independent third party at the client's expense in order to enable the client to use the source code for its own purposes in the event of any emergencies to be defined.


Article 31 Use of the software

The client is required to ensure that the software supplied by VConsyst can operate unhindered. The consequences of interference with other software shall be for the client's account.


Article 32 Amendments and Additional Work

The client accepts that if the parties agree that the work to be performed will be expanded or changed, this may affect the time of completion of the work. VConsyst shall inform the Client thereof as soon as possible. 
If a fixed price has been agreed for the work, VConsyst will inform the client in advance if an expansion or change as referred to in the previous sub-clause of this article will have an effect on the agreed price.


Article 33 Delivery and acceptance

VConsyst will deliver the software to be developed to the client in accordance with the written specifications and, if so agreed, deliver it. The delivery will be completed once the client has installed the software and VConsyst believes that the software meets the specifications. If no acceptance procedure has been agreed, the software will be deemed to have been accepted upon delivery. 
If an acceptance procedure has been agreed, the client will be entitled to test the software for thirty days after delivery, unless the agreement specifies a different period. Testing will take place using a test set prepared by the client and provided to VConsyst. This test set must contain all necessary file data, changes and the predetermined computer output. 
During the test period the client will not be permitted to use the software for productive purposes. The client is obliged to inform VConsyst immediately in writing of such productive use before the end of the test period. 
If an acceptance procedure has been agreed, the software will be deemed to have been accepted after the acceptance test has been carried out successfully, or after expiry of the agreed acceptance period (test period), if the client has not informed VConsyst in writing of any defects in accordance with the provisions set out below, or after the said defects have been repaired, or if and when the client puts the software into productive use. 
If, when conducting the acceptance test, it becomes apparent that defects in the software are hampering the progress of the acceptance test, the client will inform VConsyst of this in writing and in detail, in which case the test period will be interrupted until the software has been modified in such a way that this obstacle is removed. 
If it is found during the acceptance test that the software is defective and does not satisfy the specifications agreed upon in writing, the client will inform VConsyst immediately after the test period in a written and detailed acceptance report of the defects. VConsyst shall in such case remedy the reported defects within a reasonable period of time. 
If the software is delivered and tested in phases, the rejection (non-acceptance) of a particular phase will not prejudice the approval (acceptance) of an earlier or later phase.


Article 34 Warranty

For a period of three months following acceptance of the software VConsyst will to the best of its ability rectify any defects if the software fails to meet the specifications agreed upon in writing. Such repairs will only be performed free of charge if the software has been developed for a fixed price, unless the client has made user errors or there are other causes that cannot be attributed to VConsyst, or if the defects could have been discovered during the acceptance test. Restoration of any mutilated or lost data is not covered by the guarantee. The guarantee will not apply if the software has been modified by parties other than VConsyst without VConsyst's prior written consent. After the expiry of the guarantee period referred to above, VConsyst will only be obliged to repair any defects if and in so far as the client has concluded a maintenance or support agreement with VConsyst in respect of this software and this agreement includes such repair. The provisions of Article 27 of the General Terms and Conditions of Use of Software Licences will also apply.

VI. Special provisions regarding Outdoor.

Article 35 Warranty

VConsyst will provide a 5-year guarantee on construction and material faults, one year on movable parts and one year on coatings, in respect of goods supplied as referred to in this chapter.