Algemene Voorwaarden

Algemene Voorwaarden

Flikweert Vision Technologies B.V.


1.1 General terms and conditions, hereinafter referred to as (GTC): the present terms and conditions;

1.2 Flikweert Vision Technologies B.V., hereinafter simply referred to as ‘FVT’, registered with the Chamber of Commerce under no. 82960151 and established at Oude Nieuwlandseweg no. 7, 4305 NE Ouwerkerk;

1.3 In these GTC:

Supplier: FVT;

Customer or other party:  the contracting party of FVT;
Parties: FVT and its buyer/counterparty jointly;
Service: the performance that FVT performs for the customer, such as the delivery of goods, assembly of goods whether or not delivered by FVT , contracting work, maintenance, repair and services, such as advice and inspection. In short, everything for which an order has been given to FVT or which are performed or should be performed by FVT, because they are directly related to the order issued by the customer or the product sold and delivered by FVT;
Good: a material object, including the (possibly) included software;
Software: exclusively software included in the delivered item;
Written: by letter, e-mail message and in any other manner agreed upon by the parties, other than orally;
Additional work: any performance that is performed by FVT in addition to the agreement in consultation with the customer, whether or not laid down in writing;
Price: the price for the product applicable in accordance with Article 3; —
Agreement: the quotation with order confirmation, any additional purchase agreement, the software maintenance contract and the service contract;

1.4 These terms and conditions apply to all offers and to all deliveries, services and agreements of FVT and are part of every (legal) act related to the preparation, the formation or the implementation of the agreement between the parties, including follow-up, amended and additional assignments, insofar as FVT and its counterparty have not expressly deviated from this in writing;

1.5 In addition to FVT, persons who are or will be directly or indirectly involved in the provision of services by FVT, including third parties or employees of FVT, can also rely on these GTC;

1.6 Deviations from these GTC are only valid if they have been expressly agreed in writing between the parties;

1.7 The applicability of purchasing conditions or other conditions of the customer is always rejected, unless the parties have expressly agreed otherwise in writing;

1.8 In the event of a conflict between the content of the agreement concluded between FVT and the customer and these GTC, the provisions of the agreement will take precedence and the following order will apply: a: additional written agreements, b: the concluded agreement, c: these GTC;



2.1 Every offer and every quotation from FVT is without obligation and can be revoked up to 3 working days after acceptance by FVT;

2.2 Every offer and every quotation is based on the performance of the agreement under normal circumstances and during normal working hours;

2.3 If a customer provides information to FVT, FVT may assume the correctness and completeness of this information and base its quotation and any additional agreement on this;

2.4 The customer indemnifies FVT against any claim from third parties with regard to the use of advice, drawings, calculations, designs, materials, samples, brands, models and the like provided by or on behalf of the customer. The customer will compensate all damage suffered by FVT, including full costs incurred for defense against these claims;

2.5 The data stated in product documentation, images, drawings, size and weight specifications, etc. are only binding if and insofar as they are expressly included in a quotation or order confirmation from FVT or in a contract signed by the parties;

2.6 Verbal promises/agreements only bind FVT insofar as they have been confirmed in writing.



3.1 The prices stated in the quotation and any supplementary agreement are expressed in euros, exclusive of turnover tax and other government levies or taxes and based on Ex Works according to the Incoterms applicable on the date of the offer. “Factory” means the business premises of FVT;

3.2 The under art. 3.1. said prices are exclusive of travel, accommodation, packaging, storage and transport costs, as well as exclusive of the costs of loading, unloading and cooperation with customs formalities, and exclusive of the costs of raw materials, semi-finished products, models and tools made available by the customer;

3.3 If one or more of the cost price factors undergo an increase after the date of conclusion of the agreement – even if this occurs as a result of circumstances foreseeable for FVT – FVT is entitled to increase the price accordingly;

3.4 FVT can charge additional work separately, as soon as it is aware of the amount to be charged for this. For the calculation of additional work, the aforementioned articles 3.1, 3.2 and 3.3 apply mutatis mutandis;

3.5 The agreements in the quotation/agreement are decisive;

3.6 Payment is made to a bank account to be designated by FVT;

3.7 The customer’s right to set off any claims against FVT or to suspend the fulfillment of its obligations towards FVT is excluded, unless there is a question of suspension of payment or bankruptcy of FVT;

3.8 Irrespective of whether FVT has fully performed the agreed performance, everything that the customer owes or will owe to it under the agreement is immediately due and payable by FVT if:

a payment term has been exceeded;
the customer does not fulfill its obligations under Article 16 (goods not purchased);
the bankruptcy or suspension of payment of the customer has been applied for;
goods or claims of the customer are seized;
customer (company) is dissolved or liquidated;
the customer (natural person) requests to be admitted to statutory debt rescheduling, is placed under guardianship or has died;

3.9 In the event of a delay in payment of a sum of money, the Customer owes FVT the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code on that sum of money from the day following the day agreed as the final day for payment up to and including the day on which the customer has paid the sum of money. If the parties have not agreed on a final date for payment, the statutory commercial interest as referred to in Section 6:119a of the Dutch Civil Code is due from the moment payment is due and payable.

3.10 If payment has not been made on time, the customer will owe FVT all extrajudicial costs in accordance with the Extrajudicial Collection Costs Standards Act.


4.1 FVT is regarded as the maker, designer and/or inventor respectively of the product, works, models or inventions created within the framework of the agreement;

4.2 FVT does not transfer any intellectual property rights to the customer during the performance of the agreement;

4.3 If the product to be delivered by FVT (also) consists of the delivery of computer software, the source code will not be transferred to the customer. The customer will receive a non-exclusive, time-unlimited and worldwide user license for the computer software exclusively for the normal use and proper functioning of the item. The customer is not permitted to transfer the license or to issue a sub-licence. When the purchaser sells the item to a third party, the license is transferred by operation of law to the acquirer of the item;

4.4 FVT is not liable for damage suffered by the customer as a result of an infringement of the intellectual property rights of third parties. The customer indemnifies FVT against any claim from third parties with regard to an infringement of intellectual property rights;

4.5 All quotations, drawings, schedules, designs, lists of materials and other documentation provided by FVT in the offer, including – but not limited to – brochures, catalogues, price lists, leaflets and all (technical) data provided therein and/or in the form of designs, drawings, images, models, samples, tables, diagrams and the like and all other data and information provided remain expressly the industrial and/or intellectual property of FVT. All of the aforementioned may not be copied in whole or in part without the express written permission of FVT other than for internal use by the customer and may not be shown or made available to any third parties or otherwise made known, nor used or made available by the customer. provided other than for the purpose for which they were provided by FVT;

4.6  The customer is expressly prohibited from copying in whole or in part any material or any data or information as referred to in Article 4.5 and/or making it known to third parties in any way or having it made known to third parties without the prior written and explicit permission of FVT. and/or have it used by third parties and/or resell it or make it available. The use of this material and this data and information must be strictly limited to the customer’s own use. At FVT’s first written request, as well as if the customer does not conclude a written agreement with FVT within the offer period or cancels this agreement (in writing), all the material referred to here and all data and information referred to here must be immediately provided to FVT. returned;

4.7 FVT retains the intellectual and/or industrial property rights to all computer programs provided by FVT to the customer, including programs that have been specifically produced for the customer, as well as to software in the broadest sense of the word, to peripheral equipment, technical data, switching and/or work schedules, instructions for use and/or operation, drawings and all essential documentation and other data and information. All of the aforementioned may not be reproduced, edited or imitated by the customer, other than for its own use in connection with the relevant system or product and may not be used or otherwise transferred to third parties. The customer will treat the knowledge underlying the computer programs, originating from FVT, confidentially. Insofar as the computer programs concerned are protected by patent or copyrights that FVT has at its disposal, FVT grants the customer a right of use under these rights for the customer’s own use in connection with the relevant product;

4.8 In the unlikely event that a product sold by FVT to a customer in the Netherlands infringes an industrial or intellectual property right of a third party, and the customer is held liable in this respect, the customer is obliged to inform FVT of this immediately and in writing. to take. FVT will then, at its own discretion, be able to either grant the right to use the product, or change the product in such a way that it no longer infringes, or deliver a replacement product that does not infringe, or, after the product has been returned to the customer, refund the purchase price. refund less a reasonable compensation for the period that the customer has had the good available. With regard to infringement of an industrial or intellectual property right outside the Netherlands, the customer will not be able to assert any claim against FVT and will have no claim whatsoever;


5.1 Each delivery time or performance period specified by FVT is indicative; Exceeding the delivery time or implementation period never entitles the customer to compensation or dissolution.

5.2 The delivery period or implementation period only commences when agreement has been reached on all commercial and technical details, all information – including final approved drawings and the like – are in the possession of FVT, the agreed (instalment) payment has been received by FVT and the other conditions for the execution of the assignment have been met;

5.3 The customer is obliged to pay all costs that FVT incurs or damage that FVT suffers as a result of a delay in the delivery or implementation period;



6.1 Delivery takes place at the moment that FVT makes the item available to the customer at its business location and has informed the customer that the item is available to it. From that moment on, the customer bears, among other things – but not limited to – the risk of the goods for storage, loading, transport and unloading;

6.2 The customer and FVT can agree that FVT will take care of the transport. The risk of, among other things, storage, loading, transport and unloading also rests with the customer in that case. The Customer can insure itself against these risks;

6.3 If there is a trade-in and the customer retains the good to be exchanged pending delivery of the new item, the risk of the item to be exchanged remains with the customer until the moment that he has the item to be exchanged in his possession. has stated of FVT. If the customer cannot deliver the item to be exchanged in the condition it was in when the agreement was concluded, FVT can (partially) dissolve the agreement.


7.1 A shortcoming in the fulfillment of its obligations cannot be attributed to FVT if this shortcoming is the result of force majeure;

7.2 Force majeure includes, but is not limited to, the circumstance that third parties engaged by FVT, such as suppliers, subcontractors and transporters, or other parties on which FVT depends, do not or do not timely comply with their obligations, but also include weather conditions, natural disasters, terrorism, cybercrime, disruption of digital infrastructure, fire, power failure, loss, theft or loss of tools, materials or information, roadblocks, strikes or work stoppages, pandemics, and import or trade restrictions;

7.3 FVT has the right to suspend the fulfillment of its obligations if it is temporarily prevented from fulfilling its obligations towards the customer due to force majeure. If the force majeure situation has expired, FVT will fulfill its obligations as soon as its schedule allows;

7.4 In the event of force majeure and fulfillment is or becomes permanently impossible, or if the temporary force majeure situation has lasted more than six months, FVT is authorized to dissolve the agreement in whole or in part with immediate effect. In those cases, the Customer is also authorized to dissolve the agreement with immediate effect, but only for that part of the obligations that has not yet been fulfilled by FVT;

7.5 The parties have no mutual right to compensation for damage suffered or to be suffered as a result of the force majeure, suspension or dissolution within the meaning of this article.



8.1 The Customer must ensure that all permits, exemptions and other decisions necessary to carry out the work are obtained in good time. The Customer is obliged to send FVT a copy of the aforementioned documents at FVT’s first request;

8.2 Unless expressly agreed otherwise in writing, the work expressly does not include: ground, piling, chopping, breaking, foundation, masonry, carpentry, plastering, painting, wallpapering and/or repair work or other construction work, realizing connections for gas, water, electricity, internet or other infrastructural facilities, measures to prevent or limit damage to or theft or loss of items present at or near the workplace, removal of materials, building materials or waste, vertical and horizontal transport; the room where the product is placed must be structurally and otherwise suitable for this purpose.



9.1 The customer ensures that FVT can perform its work undisturbed and at the agreed time and that it has access to the necessary facilities such as gas, water, electricity, stable functioning and fast internet, compressed air, heating, lockable dry storage space and facilities prescribed under the Working Conditions Act and regulations;

9.2 The customer bears the risk and is liable for damage to and theft or loss of goods of the customer, of FVT and of third parties, such as tools, materials intended for the work or equipment used for the work that are located on or near the site. where the work is performed or at another agreed location;

9.3 Without prejudice to the provisions of article 9.2, the customer is obliged to take out adequate insurance against the risks referred to in article 9.2. In addition, the customer must ensure insurance of the work risk of equipment to be used. The Customer must send FVT a copy of the relevant insurance policy(ies) and proof of payment of the premium upon FVT’s first request. In the event of damage, the customer is obliged to report this immediately to its insurer for further treatment and settlement.



10.1 Changes to the work and therefore to what the parties have agreed with each other in the agreement concluded between them, will in any case result in more work if there is a change in the design, specifications or specifications, if the information provided by the customer information does not correspond to actual reality, if estimated quantities deviate by more than 5%;

10.2 Additional work is calculated on the basis of the price-determining factors that apply at the time the additional work is performed. The customer is obliged to pay the price of the additional work to FVT at FVT’s first request.



11.1 The product is considered delivered in the following cases:

when the customer has approved the product;
when the product has been put into use by the customer;
if FVT has notified the customer in writing that the product has been completed and the customer has not made it known in writing within 14 days after the day of notification that the product has not been approved;
if the customer does not approve the product on the basis of minor defects or missing parts that can be repaired by FVT within 30 days or after delivery and that do not prevent the product from being used;

11.2 If the customer does not approve the product, he is obliged to inform FVT of this in writing, stating the reasons. The customer must give FVT the opportunity to deliver the product after all;

11.3 The customer indemnifies FVT against claims from third parties for damage to parts of the product that have not been delivered, caused by the use of parts of the product that have already been delivered.



12.1 In the event of an attributable shortcoming, FVT is still obliged to fulfill its contractual obligations, with due observance of Article 13 (guarantee);

12.2 FVT will take out adequate insurance. The scope of FVT’s obligation to compensate damage on any basis whatsoever will never exceed the invoice amount. ;

12.3 Compliance with the applicable guarantee obligations and/or payment by FVT’s insurer or payment by FVT (with due observance of the maximum referred to in 12.2) of the established damage shall be regarded as sole and full compensation. For the rest, the customer indemnifies FVT expressly and completely;

12.4 Without prejudice to the provisions of Article 13, any claim for compensation lapses one year after the damage has manifested itself or has been discovered or recognized, or could reasonably have been discovered or recognized, and in any event after two years. years after delivery;

12.5 If a complaint with regard to the delivered goods is found to be justified by FVT, FVT is only obliged to replace or repair the faulty delivered goods without the buyer being able to assert any right to compensation for any reason whatsoever. Submitting a complaint never releases the customer from its payment obligations towards FVT;

12.6 The Customer is not entitled to invoke any right of suspension or any right of set-off against FVT;

12.7 Not eligible for reimbursement:

consequential damages. Consequential damage includes, among other things, stagnation damage, loss of production, lost profit, fines, transport costs and travel and accommodation costs;
damage. Supervisory damage is understood to mean, among other things, damage caused by or during the performance of the work to items that are being worked on or to items that are located in the vicinity of the place where work is being done;
damage caused by intent or deliberate recklessness of auxiliary persons or non-managerial subordinates of FVT;

The Customer shall take out adequate insurance against the types of damage referred to above;

12.8 FVT is not obliged to compensate damage to material supplied by or on behalf of the customer as a result of improper processing of the machine by the customer;

12.9 The customer indemnifies FVT against all liability of third parties due to product liability as a result of a defect in a product that has been delivered by the customer to a third party and of which the products or materials supplied by FVT form part. The customer is obliged to compensate all damage suffered by FVT in this connection, including the (full) costs of the defense.



13.1 Unless otherwise agreed in writing, FVT guarantees the proper execution of the agreed performance for a period of 12 months after delivery/completion, as further elaborated in the following articles;

13.2 If the parties have agreed on different warranty conditions, this article will otherwise remain applicable;

13.3 FVT provides a guarantee on the soundness of the materials used and the agreed properties. The warranty period starts the day after the date of delivery. The applicability of Title 1, Book 7 of the Dutch Civil Code, including Articles 7:17 and 7:23 of the Dutch Civil Code, is excluded. No warranty is given for parts and materials that by their nature have a shorter useful life or lifespan or are subject to wear and tear;

13.4 Defects in materials supplied that are covered by the guarantee will be repaired – exclusively at the discretion of FVT – or replaced by new delivery and/or parts;

13.5 FVT is entitled to carry out guarantee work outside its own company if this is – at the sole discretion of FVT – in the interest of that work or if it is reasonable to carry out such work at FVT’s business – at FVT’s sole discretion. – is not possible or not desirable;

13.6 The guarantee lapses if additions or changes have been made to the work, including but not limited to the product, or if a software adjustment has taken place in or with regard to the delivered goods that was not carried out by FVT or faults have been remedied by third parties or if there are the customer does not use the software maintenance contract of FVT. If it appears – exclusively at the discretion of FVT – that the work offered to FVT for repair and/or repair does not show any defects, all costs incurred in this respect will be borne by the customer, also during the warranty period;

13.7 Under penalty of forfeiture of any warranty, the customer will ensure that only air that meets the ISO 8573-3:2010 [7:4:4] standard is used;

13.8 FVT expressly does not issue an availability guarantee or any other process-related guarantee. The software required for the product/machine is provided ‘as is’ and ‘as available’, without any right of use, suitability or otherwise. FVT has a best efforts obligation to keep the software up-to-date;

13.9 Defects that are the result of or are partly the result of or are directly/indirectly related to so-called hacking and/or software viruses and/or malware, etc. with regard to computers, semiconductor products and/or software in the broadest sense, do not fall under the warranty and with regard to such defects and the possible consequences thereof, there is therefore no warranty claim whatsoever from the customer against FVT;

13.10 If the agreed performance has not been performed properly, FVT will decide within a reasonable period of time whether it will still perform it properly or credit the customer for a proportionate part of the assignment sum;

13.11 If FVT opts for proper performance as yet, it will determine the manner and time of performance itself. The Customer must in all cases give FVT the opportunity to do so. If the agreed performance (partly) consisted of processing material supplied by the customer, the customer must supply new material at its own expense and risk;

13.12 Parts or materials of the customer that are repaired or replaced by FVT must be sent to it by the customer;

13.13 For the account of the customer:

all transport and/or shipping costs;
all costs for disassembly and assembly;
travel and accommodation costs and travel hours;

13.14 FVT is only obliged to implement the guarantee if the customer has fulfilled all his obligations.

Warranty is excluded for defects resulting from:

normal wear and tear;
improper use;
maintenance not or incorrectly carried out by the customer itself or by third parties;
installation, assembly, modification or repair by the customer or third parties;
defects in unsuitability of goods originating from or prescribed by the customer;
defects in or unsuitability of materials or tools used by the customer;

No warranty is given on:

delivered goods that were not new at the time of delivery;
inspecting and repairing the customer’s goods;
parts for which a factory warranty has been granted;

13.15 The provisions of 13.3 up to and including 13.8 apply mutatis mutandis to any claims by the customer based on breach of contract, non-conformity or any other basis.



14.1 The customer can no longer invoke a defect in the performance if he has not complained to FVT in writing within 14 days after he discovered the defect or should reasonably have discovered it;

14.2 The customer must submit complaints about the invoice to FVT in writing within the payment term, under penalty of forfeiture of all rights. If the payment term is longer than 30 days, the customer must have submitted a written complaint within 30 days of the invoice date.



15.1 Irrespective of the agreed payment conditions, the customer is obliged to provide sufficient security for payment at FVT’s first request, in its opinion. If the customer does not comply with this within the set term, he will immediately be in default. In that case, FVT has the right to dissolve the agreement and to recover its damage from the customer;

15.2 FVT remains the owner of the delivered goods as long as the customer:

has not fulfilled its obligations under the agreement with FVT;
claims arising from non-compliance with the aforementioned agreement, such as damage, penalty, interest and costs, have not been paid;

15.3 As long as a retention of title applies to the delivered goods, the customer may not encumber and/or dispose of these goods. This clause has property law effect;

15.4 After FVT has invoked its retention of title, it may retrieve the goods delivered to the customer. The Customer will fully cooperate in this respect;


16.1 After the delivery period or implementation period has expired, the customer is obliged to actually take delivery of the item or items that are the subject of the agreement at the agreed location;

16.2 The customer must provide all cooperation free of charge to enable FVT to deliver;

16.3 Goods that have not been purchased will be stored at the risk and expense of the customer;

16.4 In the event of a violation of the provisions of 16.1 and 16.2 of this article, after FVT has given him notice of default, the customer will owe FVT a fine of € 250 per day with a maximum of € 25,000 per violation. This penalty can be claimed in addition to compensation under the law.



18.1 The Customer cannot transfer or pledge any rights or obligations under any article of these GTC or the underlying agreement(s), without the prior written consent of FVT;

18.2 The customer undertakes towards FVT, which accepts this for itself, for the provisions of articles 4.6, 4.7, 4.8, 4.9, 17.1 and 17.2 of these GTC, in the event of a full or partial alienation or transfer of the product/machine, as well as upon any grant of any right of property or personal right of use or enjoyment to the new owner, person with limited entitlement or user, to impose for the benefit of FVT, in order to comply with Articles 4.6, 4.7, 4.8, 4.9, 17.1 and 17.2 of stipulated in these GTC, to be stipulated verbatim, except for the possible replacement of the name of the customer by that of the new transferee or person entitled to use or enjoy;

18.3 In the event of non-compliance with the obligations agreed above, the customer or its transferee will owe an immediately due and payable penalty of € 10,000 (SAYING: TEN THOUSAND EUROS) and € 100 (SAYING: ONE HUNDRED EUROS) for each day that the violation continues. for the benefit of FVT, with the authority of FVT, in addition to the aforementioned penalty, to also demand compliance and/or any additional damage suffered from the customer or its transferee;

18.4 In the event of a violation or non-compliance with one or more provisions of the provisions of 18.2 and 18.3, the Customer or its transferee will be in default by the mere fact of the violation or non-compliance, without any notice of default being required, so that the stipulated penalty will be immediately due to FVT and any additional damage suffered by FVT can be claimed.



19.1 The customer is not authorized to terminate or cancel the agreement, including expressly the mandatory software maintenance contract, unless FVT agrees to this. With the consent of FVT, the customer owes FVT an immediately due and payable compensation in the amount of the agreed price, minus the savings that arise for FVT from the termination. The fee to be paid to FVT consists of a minimum of 20% of the agreed price;

19.2 If the price is made dependent on the actual costs to be incurred by FVT (cost-based basis), the compensation as referred to in 19.1 is equal to the costs already incurred by FVT.



20.1 All information provided to the customer by or on behalf of FVT (such as offers, designs, images, drawings and know-how), of whatever nature and in whatever form, are confidential and may not be used by the customer or a third party for any other purpose than for the implementation of the agreement;

20.2 The information referred to in articles 4.6, 4.7, 4.8 and 20.1 may not be made public or reproduced by the customer or a third party acquirer;

20.3 If the customer violates the obligations referred to in articles 4.6, 4.7, 4.8, 20.1 and 20.2, the customer will owe FVT an immediately due and payable fine of € 25,000 for each violation. (SAYING: TWENTY-FIVE THOUSAND EUROS). This penalty is without prejudice to the possibility of claiming the damage actually suffered by FVT from the customer and can be claimed in addition to compensation under the law;

20.4 The customer must return or destroy the information referred to in Articles 20.1 and 20.2 upon first request, within a period set by FVT (at the option of FVT). In the event of a violation of this provision, the customer will owe FVT an immediately due and payable fine of € 1,000 (SAYING THOUSAND EUROS) per day. This penalty can be claimed in addition to compensation under the law.


21.1 Obligations which by their nature are intended to continue even after the dissolution/termination of the agreement concluded between the parties will continue to exist after the dissolution/termination of the agreement. These obligations include: indemnification against infringement of intellectual (property) rights, confidentiality, dispute resolution, applicable law and election of domicile;

21.2 The customer will allow FVT to record (parts of) the line that belongs to the delivered product or of the machine on image and audio material, in order to be able to use it for future sales activities (fairs, social media, folders, banners, listing on the website, etc.) by FVT. To this end, FVT may, in consultation with the customer, visit the line with potentially interested customers/buyers in the context of sales purposes of FVT. FVT will indicate in advance who the potential buyer is.



22.1 Dutch law applies;

22.2 Disputes arising from this agreement will be handled exclusively by the competent court of the Zeeland-West-Brabant court, location Middelburg.


General Terms and Conditions for Flikweert Vision Technologies B.V., February 2023