IoLite-vision Terms and Conditions

Email: info@iolite-vision.nl

Website: www.iolite-vision.com

Definitions:

1. IoLite-vision : IoLite-vision B.V., established in Uden under Chamber of Commerce number 90244389.
2. Customer: the person with whom IoLite-vision has entered into an agreement.
3. Parties: IoLite vision and customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.

Article 1 – Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of IoLite-vision.
2. The parties can only deviate from these terms and conditions if they have expressly agreed to this in writing.
3. The parties expressly exclude the  applicability  of additional and/  or deviating general terms and conditions of the customer or of third parties.

Article 2 – Offers and quotations

1. Offers and quotations from IoLite-vision are without obligation, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum of 2 weeks unless another acceptance period is stated in the offer or quotation.
3. If the customer does not accept an offer or quotation within the applicable period, the offer or quotation will lapse.
4. Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed to this in writing.

Article 3 – Acceptance

1. Acceptance of a non-binding offer or offer. IoLite-vision reserves the right to withdraw the quotation or offer within 3 days of receipt of the acceptance without the customer being able to derive any rights from this.
2. Customer’s verbal acceptance only binds IoLite-vision after the Customer has confirmed it in writing (or electronically).

Article 4 – Prices

1. All prices used by IoLite-vision are in euros, are exclusive of VAT and are exclusive of any other costs such as  administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
2. All prices that IoLite-vision uses for its products, on its website or otherwise  made known, loLite-vision may change at any time.
3. Increases in the cost prices of products or parts thereof, which IoLite-vision could not foresee at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
4. The consumer has the right to terminate a contract as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.

Article 5. Samples and models

1. If the customer has received a sample or model of a product. then he cannot derive any rights from it other than that it is an indication of the  nature of the product, unless  the parties have readily agreed that the products  to be supplied correspond to the sample or model.

Article 6 – Payments and payment term

1. The customer must pay claims to IoLite-vision within 14 days of the invoice date, unless the parties have agreed otherwise or a different payment term is stated on the invoice.
2. Payment periods shall be regarded as fatal payment terms. This means that if the customer has not paid the agreed amount no later than the last day of the payment term, he is automatically in default and without IoLite-vision having to send the customer a reminder or give notice of default.
3. IoLite-vision reserves the right to make delivery subject to immediate payment or to require a security for the total amount of the services or products. 

Article 7 – Consequences of not paying on time

1. If the customer does not pay within the agreed period, IoLite-vision is entitled to charge the statutory interest of 8% per month and for  commercial transactions from the day the customer is in default, whereby part of a month is charged for one and hele month.
2. If the customer is in default, he will also owe extrajudicial collection costs and any compensation to IoLite-vision.
3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. If the customer does not pay on time, IoLite-vision may suspend its obligations until the customer has fulfilled its obligation to pay.
5. 5 In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the customer, the claims of IoLite vision against the customer are immediately due and payable.
6. If the customer refuses to cooperate with the execution of the agreement by IoLite-vision , he is still obliged to pay the agreed price to IoLite-vision.

Article 8 – Right of complaint

1. As soon as the customer is in default, IoLite-vision is entitled to invoke the right of complaint with regard to the products delivered to the  customer without delay.
2. IoLite-vision invokes the right of complaint by means of a written or electronic communication.
3. As soon as the customer has been informed of the right of complaint invoked, the customer must immediately return the products to which this right relates to IoLite-vision, unless the parties make other agreements about this.
4. The costs for retrieving or returning the products shall be borne by the customer.

Article 9- Right of suspension

1. Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement.

Article 10 – Right of retention

1. IoLite-vision may invoke its right of retention and in that case retain the customer’s products until the customer has paid all outstanding bills with regard to IoLite-vision, unless the customer has provided sufficient security for those costs.
2. The right of retention also applies under previous agreements where he client still owes payments to IoLite-vision.
3. IoLite-vision is never liable for any damage that the customer may suffer as a result of using his right of retention.

Article 11 – Set-off

1. Unless Customer is a consumer, Customer waives its right to set off a debt to IoLite-vision against a claim against IoLite-vision.

Article 12 – Retention of title

1. IoLite-vision remains the owner of all delivered products until the customer has fully fulfilled all his payment obligations with regard to IoLite-vision under any agreement concluded with IoLite-vision, including claims for failure to comply.
2. Until then, IoLite-vision can invoke its retention of title and take back the goods.
3. Before ownership has passed to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
4. If IoLite-vision invokes its retention of title, the agreement shall be deemed dissolved and IoLite-vision shall be entitled to claim damages for loss of profit and interest.

Article 13 – Delivery

1. Delivery takes place while stocks last.
2. Delivery takes place at IoLite-vision, unless the parties have agreed otherwise.
3. Delivery of products ordered online takes place at the address indicated by the customer.
4. If the agreed amounts are not paid or are not paid on time, IoLite-vision has the right to suspend its obligations until the agreed part has been paid.
5. In the event of payment to be made,there is a default of creditors, with the result that the customer cannot prevent a late delivery to IoLite vision.

Article 14 – Delivery time

1. The delivery times stated by loLite-vision are indicative and do not entitle the customer to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
2. The delivery time starts after the quotation signed by the customer for approval to IoLite-vision has been confirmed to the customer in writing or electronically.
3. Exceeding the specified delivery time does not entitle the client to compensation or the right to terminate the agreement, unless IoLite-vision cannot deliver in writing within 14 days of being notified, or the parties have agreed otherwise.

Article 15 – Actual delivery

1. The customer must ensure that the actual delivery of the products ordered by him can take place on time.

Article 16 – Transport costs

Transport costs are at the expense of the customer, unless the parties have agreed otherwise.

Article 17 – Packaging and shipping

1. If the packaging of a delivered product is opened or damaged then, before receiving the product, the customer must have a note drawn up by the forwarder or delivery person, failing which loLite-vision cannot be held liable for any damage.
2. If the customer takes care of the transport of a product himself, he must report any visible damage to products or packaging prior to transport to IoLite-vision, failing which IoLite-vision cannot be held liable for any damage.

Article 18 – Retention

1. If the customer only purchases ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
2. Any additional costs as a result of premature or late purchase of products are entirely at the expense of the customer.

Article 19. Guarantee

1. The warranty with regard to products only applies to defects caused by defective manufacturing, construction or material.
2. The warranty does not apply in the event of normal wear and tear and damage caused as a result of accidents, changes made to the product, negligence or incompetent use by the customer, as well as when the  cause of the defect cannot be clearly determined.
3. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties istransferred to the customer at the time when they are legally and/or factually delivered, at least in the control  of the customer or of a third party who receives the product on behalf of the customer.

Article 20. Exchange

1. The exchange of purchased items is only possible if the following conditions are met:
   1. The customer is a consumer.
   2. Exchange takes place within 14 days after purchase upon presentation of the original invoice
   3. The product will be returned in the original packaging or with the original (price) tickets still attached
   4. The product has not yet been used
2. Discounted items, custom-made items or items specially adapted for the customer cannot be exchanged.

Article 21 – Indemnification

1. The customer shall protect IoLite-vision against all claims of third parties relating to the products and/or services provided by IoLite-vision.

Article 22- Complaints

1. The customer must investigate a product or service provided by IoLite-vision as soon as possible for any shortcomings.
2. If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform IoLite-vision as soon as possible, but in any case within 1 month after detection of the shortcomings.
3. Consumers must inform IoLite-vision no later than 2 months after the deficiencies are detected.
4. The customer shall provide as detailed a description as possible of the shortcoming, so that loLite-visi is not able to respond to it.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this cannot in any case lead to loLite-vision being obliged to perform other work than agreed.

Article 23 – Notice of default

1. The customer must notify IoLite-vision of any notice of default in writing.
2. It is the responsibility of the customer that a notice of default actually reaches IoLite-vision (in time).

Article 24 – Joint and several liability of the customer

1. If IoLite-vision enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts they owe to IoLite-vision under that agreement.

Article 25 – Liability IoLite-vision

1. IoLite-vision is exclusively liable for any damage suffered by the customer if and insofar as such damage is caused by intent or deliberate recklessness.
2. If IoLite-vision is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement.
3. IoLite-vision is never liable for indirect damage, such as consequential damage, loss of profit, missed savings or damage to third parties.
4. If IoLite-vision is liable, this liability is limited to the amount paid out by a (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photographs, colours, drawings, descriptions on the website or in a catalogue are only indicative and approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Article 26 – Expiry period

1. Any right of the customer to compensation from IoLite-vision expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Civil Code.

Article 27 – Right to rescission

1. The customer has the right to terminate the agreement if IoLite-vision imputably fails to fulfil its obligations, unless this shortcoming, given its special nature or minor importance, does not justify the dissolution.
2. Is the fulfillment of the obligations by IoLite-vision not permanently or temporarily impossible, then dissolution can only take place after loLite-vision is in default.
3. IoLite-vision has the right to terminate the agreement with the customer, if the customer does not fulfill his obligations under the agreement in full or on time, or if IoLite-vision has become aware of circumstances that give him good reason to fear that the customer will not be able to properly fulfill his obligations.

Article 28. Force majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure of IoLite-vision in the fulfillment of any obligation to inspect the customer cannot  be attributed to IoLite-vision in a  situation independent of the will of IoLite-vision, as a result of which the fulfillment of its obligations with regard to the customer is prevented in whole or in part from doing or performing  its obligations cannot reasonably be required of IoLite-vision.
2. The force majeure situation referred to in paragraph 1 shall include, but is not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, delivery drivers or other third parties: unexpected floods, electricity, internet, computer and telecom failures ; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a force majeure situation arises as a result of which IoLite-vision cannot fulfill one or more obligations towards the customer, those obligations will be suspended until IoLite-vision can meet them again.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
5. IoLite-vision does not owe any (damage) compensation in a force majeure situation. Not even if it enjoys any advantage as a result of the force majeure condition.

Article 29 – Modification of the agreement

1. If, after the conclusion of the agreement, it proves necessary to change or supplement its content for its execution, the parties shall adjust the agreement accordingly in good time and in mutual consultation.

Article 30 – Modification of general terms and conditions

1. IoLite-vision is entitled to change or supplement these general terms and conditions.
2. Minor changes may be made at any time.
3. Major substantive changes will be discussed with the customer as much as possible in advance.
4. Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions

Article 31 – Transfer of rights

1. Customer rights under an agreement between the parties may not be transferred to third parties without the prior written consent of IoLite-vision.
2. This provision shall apply as a clause having effect under property law as referred to in Article 3:83, second paragraph. Civil Law.

Article 32 – Consequences of nullity or voidability

1. If one or more provisions of these general terms and conditions prove to be null and void or voidable, this will not affect the other provisions of these terms and conditions.
2. In that case, a provision which is void or voidable shall be replaced by a provision which is closest to what IoLite-vision had in mind when drawing up the conditions on that point.

Article 33 – Applicable law and competent court

1. Every agreement between the parties is exclusively governed by Dutch law.
2. The Dutch court in the district where IoLite-vision is located / has its office is exclusively competent to take cognizance of any disputes between the parties, unless the law prescribes otherwise.

Drafted on 1^st of June 2023.