GENERAL TERMS AND CONDITIONS
General Terms and Conditions of Vision Consultancy B.V.
Vision Consultancy B.V., trading under the name of Vision Consultancy and Machine Vision Shop
Robert Schumandomein 2, 6229 ES Maastricht
Telephone number: +31 (0)43-8522651
Netherlands Chamber of Commerce no.: 14076927
RSIN no.: 81184296
Article 1: Scope
These general Terms and Conditions (the ‘General Conditions’) govern all offers, and orders from, and contracts with, Vision Consultancy B.V..
The application of any general or other terms and conditions of the customer is expressly rejected.
By accepting an offer or placing an order the customer fully and unconditionally accepts these General Conditions.
If and insofar as there is any departure from all or any part of these General Conditions this must be agreed in writing between Vision Consultancy B.V. and the customer.
All rights and entitlements as set out in these General Conditions and any further agreements that are stipulated to be in favour of Vision Consultancy B.V. are also to the benefit of any agent or other third party engaged by Vision Consultancy B.V..
Article 2: Offer
An offer made by Vision Consultancy B.V. is subject to contract. Vision Consultancy B.V. is therefore entitled to make changes to the offer, including the contract price.
The offer will contain a complete and precise description of the products or services offered by Vision Consultancy B.V.. The description will be sufficiently detailed for the customer to be able to make an informed judgment about the offer. If Vision Consultancy B.V. uses any images, these will provide an honest representation of the products or services offered. Obvious errors or mistakes will not bind Vision Consultancy B.V..
Article 3: Contract
A contract becomes binding, subject to the provisions of section 2 of this article, once an offer is accepted by the customer and the conditions attached thereto are met.
Vision Consultancy B.V. may – within statutory limits – ascertain whether the customer is able to meet its payment obligations, and find out all facts relevant to the question of whether it is a responsible step to enter into a contract.
If Vision Consultancy B.V. has good grounds for not entering into a contract, it is entitled – subject to giving reasons – to refuse an order or request, or to attach special conditions to the performance of that contract.
Article 4: Delivery
Vision Consultancy B.V. will take the greatest care in processing and carrying out orders for its products or services.
Delivery will be made to the address notified by the customer to Vision Consultancy B.V. no later than the time when the contract is entered into. Any different delivery locations required by the customer once the contract is binding must be expressly notified by the customer to Vision Consultancy B.V.. Vision Consultancy B.V. is not liable for notice of change of address sent by the customer that is too late, inaccurate or incomplete.
Vision Consultancy B.V. will provide only an approximate date for the delivery of its products or services. If delivery is not made by this approximate date, this does not in itself entitle the customer to compensation from Vision Consultancy B.V., to suspend its payment obligations to Vision Consultancy B.V., or to cancel in any way the order or contract, except insofar as the period by which this approximate date is exceeded is such that the customer could not be reasonably expected to comply with the contract, in which the customer is required to demonstrate their need to cancel the contract.
Subject to the foregoing, Vision Consultancy B.V. is not liable for any loss resulting directly or indirectly from a delay in the delivery of its products or services to the customer.
Article 5: Price
The prices quoted for the products or services are stipulated in euros, exclusive of VAT. The price does not include any handling and postage charges, nor any additional taxes or duties, unless this is expressly agreed otherwise between the parties.
If the customer has instructed Vision Consultancy B.V. to carry out additional work or modifications to the products or services delivered by Vision Consultancy B.V., the cost of this will be separately invoiced by Vision Consultancy B.V..
Article 6: Payment
The customer must pay invoices issued by Vision Consultancy B.V. no later than 14 days after the invoice date, unless the parties have agreed otherwise.
In respect of the sale of products to a new customer, the purchase price must be paid by the customer in full at the time it places an order with Vision Consultancy B.V..
In respect of the sale to existing customers of products with a purchase price in excess of €1,500, excl. VAT, 50% of the purchase price must be paid by the customer at the time it places an order and 50% at the time of delivery to the customer.
In respect of a project that involves delivery by Vision Consultancy B.V. of both a product and a service, 50% of the total contract price must be paid by the customer at the time it places an order. Vision Consultancy B.V. will only place its orders for components with its suppliers, or begin performance of the work, once this 50% of the contract price has been received.
40% of the total contract price must be paid by the customer within 14 days following delivery of the product, i.e. following signing by the customer of the consignment note.
The remaining 10% of the total contract price must be paid by the customer within 14 days following purchase, with the proviso that this part payment must have been received Vision Consultancy B.V. no later than 35 days following date of delivery.
Invoices must be paid in full and not in separate parts, unless the parties have expressly agreed otherwise.
Payments must be made by the customer in full, without any deductions or set-offs, unless the parties have expressly agreed otherwise.
The customer may pay in advance. In the case of payment by bank transfer, the payment date is deemed to be the date on which the payment is credited to the current account of Vision Consultancy B.V.. Payments to third parties, including any third party engaged by Vision Consultancy B.V., does not constitute payment of an invoice issued by Vision Consultancy B.V., so that Vision Consultancy B.V. can also require payment of the invoice by the customer.
If and insofar as the customer fails to pay an invoice in time, Vision Consultancy B.V. is entitled to suspend its obligations under the contract until the customer has paid the invoice in full.
The above does not restrict Vision Consultancy B.V. in charging the customer additional costs on top of the principal sum if payment is not made on time, including the full amount of judicial and extrajudicial costs of enforcing payment of the invoice.
Article 7: Complaints
The customer must examine the Vision Consultancy B.V. products at the time of delivery to ensure that they comply with the contract. If any products do not comply with the contract, the customer must notify Vision Consultancy B.V. accordingly in writing – electronically or otherwise – within 14 days of receipt of the product. The customer must also return the products, unused and in their original three layers of packaging, to Vision Consultancy B.V..
If the customer has demonstrated that the products delivered Vision Consultancy B.V. are not what could be expected having regard to the terms of the contract, Vision Consultancy B.V. may choose either to replace those products with new products of equal value (subject to return of the non-compliant products), or to refund the payments made by the customer up to that time.
If the customer has not demonstrated that the products delivered by Vision Consultancy B.V. are not what could be expected having regard to the terms of the contract, the customer is not entitled to receive a product of equal value in exchange, or to refund of the amount paid.
Article 8: Warranty
Vision Consultancy B.V. warrants that its products meet the terms of the contract, the specifications described in the offer, the reasonable standards of quality and fitness for purpose, and the statutory or regulatory provisions applying as at the date of the contract. If agreed, Vision Consultancy B.V. also warrants that the product is also suitable for other than normal use.
The warranty term given by Vision Consultancy B.V. is the same as the manufacturer’s guarantee term. However, Vision Consultancy B.V. is not liable for the ultimate suitability of the products for every individual application by the consumer, nor for any advice concerning the use or application of the products.
The warranty does not apply if:
- The customer has repaired or processed the products itself, or engaged a third party to do so;
- The products have been subjected to abnormal conditions or otherwise handled without proper care or in breach of the instructions of Vision Consultancy B.V. and/or as contained on the packaging;
- Non-compliance is fully or partially the result of government regulations imposed at any time in respect of the nature or quality of the materials used.
Article 9: Retention of title
Legal ownership of all goods ordered by the customer from Vision Consultancy B.V., together with all goods necessary for the proper performance of the contract by the customer, only passes to the customer once the customer has complied with all its financial and other obligations arising from the contract.
The risks involved in the delivery of the product, as well as in the customer’s use of the product, transfer to the customer at the moment of delivery to the customer.
The retention of title set out in section 1 of this article can also be relied on by Vision Consultancy B.V. in the event of the insolvency of, or a moratorium or statutory debt rescheduling scheme being applied to, the customer.
Article 10: Intellectual property rights
The intellectual and industrial property rights to the products or services delivered to the customer, as well as to the data and information pertaining thereto, remain with Vision Consultancy B.V. and/or the supplier to Vision Consultancy B.V. even after delivery. Vision Consultancy B.V. and/or its suppler have exclusive rights to publicise, produce and copy these products or services, as well as to the data and information pertaining thereto.
Following delivery of the product or service the customer only has a right to use the product or service.
The documents supplied by Vision Consultancy B.V. to the customer concerning the use of the product or service become the property of the customer and, once all the financial obligations of the customer to Vision Consultancy B.V. have been met, may be used by the customer, subject to the rights arising from legislation in the field of intellectual and industrial property rights.
The customer’s said right of use is not transferrable to any third party, nor may the documents supplied by Vision Consultancy B.V. to the customer for the use of the product door be duplicated or copied in any way by the customer, without the express consent of Vision Consultancy B.V..
Article 11: Liability
Following delivery of the product and/or service, Vision Consultancy B.V. ceases to be liable for any defects unless each of the following three conditions:
- Defects that it has caused;
- Defects that the customer did not notice prior to delivery of the product or service;
- Defects that the customer could not be expected to have discovered at the time of delivery of the product or service.
If and insofar in such circumstances Vision Consultancy B.V. may be deemed liable, such liability is limited to compensation for the amount of direct loss actually suffered by the customer.
‘Direct loss’ here excludes commercial loss, consequential loss, loss of production, loss of turnover and profits, reduction or total loss of value of products, as well as parts of the implementation costs that would have been incurred if the product or service had complied with the terms of the contract.
Vision Consultancy B.V. is only liable to compensate other loss if and insofar as the customer can prove that this is the result of gross negligence or a deliberate act on the part of Vision Consultancy B.V..
The liability of Vision Consultancy B.V. is limited to the amount paid out in the relevant case under the insurance cover of Vision Consultancy B.V.. Any higher amount than the amount paid out under the insurance cover is not recoverable from Vision Consultancy B.V., its group companies, directors, and/or shareholders.
Article 12: Force majeure
Without prejudice to its other rights, in the event of force majeure Vision Consultancy B.V. is entitled to choose either to suspend performance of the order, or to terminate the contract without the need for a court order, subject to notifying the customer in writing of such choice, and without any liability on the part of Vision Consultancy B.V. to pay any compensation to the customer, except and insofar as it would be unfair and unreasonable in the circumstances of the case not to do so.
‘Force majeure’ here means any breach in its performance of the contract for which Vision Consultancy B.V. cannot be held to blame or for which Vision Consultancy B.V. would otherwise be liable under any law, juridical act, or commonly accepted legal principle.
Article 13: Sundry provisions
If and insofar as one or more provisions of these General Conditions is in conflict with the law, then the law will prevail above any such provision.
If and insofar as there is any discrepancy between or ambiguity concerning the original Dutch text of these General Conditions and a translation hereof, the original Dutch text of these General Conditions will prevail.
Article 14: Disputes
All contracts between Vision Consultancy B.V. and the customer that are governed by these General Conditions are subject to Dutch law, even if the customer is domiciled in a country other than the Netherlands.
All disputes between Vision Consultancy B.V. and the customer should be brought solely before the Court of Limburg for the district of Maastricht.
Any dispute shall be resolved on the basis of the original Dutch text of these General Conditions.